Barbara Snyder
Director at KEY
Board
About Barbara R. Snyder
Independent director of KeyCorp since 2010; age 69. Snyder is President of the Association of American Universities (AAU) (since 2020). Previously, she was President of Case Western Reserve University (2007–2020), Executive Vice President & Provost at The Ohio State University, and a faculty member at OSU’s Moritz College of Law (1988–2007). She currently serves on Key’s Compensation & Organization, Nominating & Corporate Governance, and Executive Committees. Snyder is independent under NYSE and KeyCorp standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Case Western Reserve University | President | 2007–2020 | Tripled undergraduate applications; increased selectivity and entering-class academic quality; record fundraising attainment. |
| The Ohio State University | Executive Vice President & Provost | N/A | Senior academic leadership; prior law faculty (1988–2007) and named professor (2000–2007). |
| Moritz College of Law (OSU) | Professor; Joanne W. Murphy/Classes of 1965 & 1973 Professor | 1988–2007; 2000–2007 | Legal academia and administration. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Association of American Universities (AAU) | President | 2020–present | AAU universities received $28.8B in federal research awards in 2020 and produced 5,583 patents and 5,241 licenses. |
| The Progressive Corporation | Director (public company) | 2014–present | Current public company directorship. |
| National Humanities Alliance | Director | N/A | Non-profit governance. |
Board Governance
- Committee assignments: Compensation & Organization (Chair through July 1, 2024; member thereafter), Nominating & Corporate Governance, Executive Committee.
- Independence: Board determined Snyder (and all non-management directors) independent under NYSE and KeyCorp standards after reviewing relationships and related-party screening.
- Attendance and engagement: The Board held 7 meetings in 2024; independent directors met in executive session at every regular meeting; average director attendance ~98% with no director below 75%; all standing directors attended the 2024 Annual Meeting.
- Committee cadence (2024): Audit (14), Compensation & Organization (8), Nominating & Corporate Governance (6), Risk (13), Technology (5).
- Lead Independent Director: Alexander M. Cutler; robust lead director responsibilities (agenda/materials approval, shareholder engagement, committee coordination, executive sessions).
Fixed Compensation (Director)
| Year/Element | Amount | Source/Notes |
|---|---|---|
| 2024 Cash fees – Snyder | $112,500 | Includes base retainer and applicable committee/chair fees (Chair, C&O through July 1). |
| 2024 Standard cash retainer | $100,000 | Base for non-employee directors. |
| 2025 Standard cash retainer | $105,000 | Approved increase for 2025. |
| 2024 Committee chair retainers | $25,000 (C&O), $40,000 (Audit/Risk), $25,000 (Tech/NCGC) | Program structure. |
| Lead Director additional retainer | $45,000 (2024); $50,000 (2025) | Role-based. |
Performance Compensation (Director)
| Element | Detail | Amount/Terms |
|---|---|---|
| 2024 Equity (deferred shares) – Snyder | Annual deferred share award | $139,987 grant date fair value. |
| Grant mechanics | On May 9, 2024, each then-serving director received 9,283 fully-vested deferred shares (RSUs) valued at $140,000; payable 50% in shares/50% in cash after a minimum 3-year deferral (or on separation), with option to further defer 100% in shares. | Program terms apply to all non-employee directors. |
| 2025 Equity (program) | Deferred share award | $145,000 standard award level for 2025. |
Note: Director equity is time/deferred, not performance-conditioned; no options or performance metrics are used for director pay.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| The Progressive Corporation | Director (public) | Key’s Nominating & Corporate Governance Committee oversees related-party reviews; Board determined director relationships (including routine banking/wealth services) were ordinary course, at market terms, immaterial, and did not impair independence; no transactions >1% of either party’s revenue over last three fiscal years. |
No Compensation Committee interlocks reported for 2024; committee members (including Snyder through July 1) were independent, with no related-party transactions requiring disclosure.
Expertise & Qualifications
- Senior leadership of large, complex institutions; strategy and fundraising impact at Case Western Reserve University.
- Governance and public company board experience (Progressive).
- Policy, higher education, and research ecosystem leadership (AAU).
Equity Ownership
| Holder | Common Shares | Deferred Shares (payable ≤60 days) | Total Beneficial Ownership | Other Deferred Shares Owned (further deferred) | Combined Beneficial + Other Deferred | Notes |
|---|---|---|---|---|---|---|
| Barbara R. Snyder | 35,502 | 13,554 | 49,056 | 189,580 | 238,636 | No director individually owns ≥1% of shares outstanding; all 26 directors/executives combined <1%. |
| Shares outstanding (record date) | 1,095,717,222 | — | — | — | — | As of March 21, 2025. |
Ownership alignment policies:
- Director stock ownership guideline: ≥5× annual retainer and at least 1,000 directly owned shares by year 5; Snyder’s direct holdings exceed the 1,000-share minimum.
- Hedging and pledging of Key securities are prohibited for directors; 10b5‑1 plans prohibited.
Governance Assessment
Key strengths
- Independence affirmed; robust related-party screening with no material conflicts; hedging/pledging prohibited—supports alignment with shareholders.
- Significant committee influence: former Chair, Compensation & Organization (through July 1, 2024), ongoing roles on C&O, NCGC, and Executive Committee—direct involvement in pay, governance, and strategic oversight.
- Strong board processes: high attendance (avg. ~98%), executive sessions every meeting, comprehensive assessments, and active shareholder engagement; say‑on‑pay support averaged ~92% over five years (90% in 2024).
Watch items
- Long tenure (~15 years) can raise refreshment/independence perceptions for some investors; however, Board reports median tenure of 8 years with ongoing refreshment since 2020.
- Multiple commitments (AAU President, Progressive director) warrant continued monitoring of attendance/engagement; Board-level attendance metrics remained strong and no director fell below 75% in 2024.
Overall, Snyder’s profile—independent status, prior C&O chair experience, and substantial leadership background—supports board effectiveness on compensation, governance, and strategic oversight with no disclosed related‑party or alignment red flags.