Christopher Gorman
About Christopher Gorman
Christopher M. Gorman, age 64, has served as Chairman, Chief Executive Officer, and President of KeyCorp since May 1, 2020, and has been a director since 2019 . Under his leadership in 2024, Key secured a $2.8B strategic minority investment from Scotiabank and improved capital and liquidity, including CET1 rising 190 bps to 11.9% and a 14% YoY improvement in 4Q24 net interest income exit rate, while investment banking fees grew 25% YoY and AUM exceeded $61B . Compensation outcomes reflect pay-for-performance: 2024 annual incentive funded at ~101% on metrics including Adjusted EPS, ROTCE, CET1, relative performance, and operational excellence; 2022 performance awards vested at 0% on below-threshold cumulative EPS and bottom-quartile ROTCE versus peers, underscoring alignment to results . Key’s long-term incentives emphasize performance with ROTCE vs peers, cumulative EPS, and a TSR modifier, and 2024 added a two-year Capital & Earnings Improvement Award tied to marked CET1 and cumulative EPS with strict caps and a post-vesting holding period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KeyCorp | Chairman, CEO, President | 2020–present | Led strategic pivot post-2023 regional banking crisis; secured Scotiabank minority investment; positioned for profitable growth . |
| KeyCorp | Chief Operating Officer | 2019–2020 | Enterprise operations leadership prior to CEO appointment . |
| KeyCorp | President of Banking and Vice Chairman | 2017–2019 | Senior oversight of banking operations and strategy . |
| KeyCorp | Merger Integration Executive (First Niagara) | 2016–2017 | Led integration of $40B First Niagara (largest acquisition in Key’s history) . |
| KeyCorp | President, Key Corporate Bank | 2010–2016 | Led corporate bank growth and operations . |
| McDonald Investments (acquired by Key) | Various leadership roles | Pre-1998–1998 | Investment banking platform leadership prior to acquisition . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Clearing House | Supervisory Board Member | Current | Industry payments and clearing governance . |
| Ohio Business Roundtable | Chairman | Current | State business policy leadership . |
| U.S. Business Roundtable | Member | Current | National corporate policy dialogue . |
| Greater Cleveland Partnership | Executive Committee Member | Current | Regional economic development . |
| University Hospitals Health System | Board Member | Current | Community healthcare oversight . |
| Cleveland Museum of Art | Board Member | Current | Cultural institution governance . |
Fixed Compensation
| Year | Base Salary ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 1,200,000 | 699,998 | 127,457 (incl. $98,231 transportation, security, physical, 401k match) | 18,638,612 (incl. one-time Capital & Earnings Improvement Award within Stock Awards) |
| 2023 | 1,200,000 | 699,997 | 151,129 | 10,268,718 |
| 2022 | 1,150,000 | 719,997 | 73,774 | 10,463,627 |
Note: 2024 “Total” includes $7.57M Capital & Earnings Improvement Award within stock awards; excluding that, total would be ~$11.07M .
Performance Compensation
- Annual Incentive (2024): Committee-approved funding 100.6% based on financial and strategic scorecard .
| Metric (Weight) | Target | Actual | Payout Rate | Contribution to Funding |
|---|---|---|---|---|
| Adjusted EPS (20%) | $1.15 | $1.14 | 97.3% | 19.5% of total |
| Adjusted ROTCE (20%) | 11.6% | 11.3% | 87.5% | 17.5% of total |
| CET1 (10%) | 10.0% | 10.9% | 150% | 15.0% of total |
| Relative Performance to Peers (20%) | Middle quartile for revenue, PPNR growth, NCOs/Avg Loans | Middle quartile | 100% | 20.0% of total |
| Operational Excellence (30%) | Objective assessment | Meets | 100% | 30.0% of total |
| Calculated Funding | 102.0% | |||
| Committee Approved Funding | 100.6% |
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Long-Term Incentives (Core Program):
- 2025 LTI mix: 60% Performance Awards (3-year cliff; metrics: Adjusted ROTCE vs peers, Cumulative Adjusted EPS; +/-15% TSR modifier; capital requirement vesting hurdle), 30% RSUs (4-year ratable), 10% premium-priced options (110% of grant-date price; 4-year ratable) .
- 2022 Performance Awards (2012-2024 cycle) paid 0% (18th percentile ROTCE vs peer goal, cumulative EPS $4.63 vs $5.49 threshold), indicating downside realization when targets are missed .
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Capital & Earnings Improvement Award (granted 12/30/2024):
- Two-year performance period (2025–2026); performance conditions: marked CET1 and cumulative EPS aligned with Scotiabank investment goals; vest in Jan 2027 subject to certification, with an additional 1-year holding period to Jan 2028; max 150% of target shares; vesting-date value capped at 2.5x grant-date value; forfeiture on voluntary/involuntary non-CoC termination; double-trigger on CoC . CEO target grant: $7,570,295 (490,940 shares at target) .
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Actual Incentives: CEO’s 2024 actual annual incentive $2.7M; 2025 target LTI tied to 2024 performance $6.9M; total pay decision $10.8M (100% of target) .
Equity Ownership & Alignment
| Holder | Common Shares | Options Exercisable (within 60 days) | Total Beneficial Ownership | Other Deferred/Unvested Shares |
|---|---|---|---|---|
| Christopher M. Gorman | 1,201,461 | 768,823 | 1,970,284 | 899,735 |
- Ownership guidelines: CEO must hold shares equal to 6x base salary; executives subject to post-vesting holding until guidelines met; hedging and pledging KeyCorp securities are prohibited .
- Outstanding Awards and Vesting Cadence:
- RSUs outstanding: 157,407 (grant 2/16/2024; vest 2025–2028), 92,933 (2/17/2023; vest 2025–2027), 49,116 (2/14/2022; vest 2025–2026), 20,626 (2/15/2021; vest 2025) .
- Performance awards outstanding (target basis): 314,814 (2024 grant; vests 2027), 123,911 (2023 grant; vests 2026), plus 490,940 Capital & Earnings Improvement Award (vests/certifies Jan 2027; settles Jan 2028) .
- Options outstanding include 204,081 at $15.48 (granted 2/16/2024), plus multiple prior-year tranches; 2024 options priced at 110% of grant-date close .
Implication for potential selling pressure: Concentrated vest/settlement windows in Feb 2025–2028 (annual), and Jan 2027/Jan 2028 for special awards; combined with insider policy pre-clearance and holding requirements, these dates are relevant for liquidity events rather than discretionary selling .
Employment Terms
- No individual executive employment agreements; no tax gross-ups; no single-trigger CoC benefits .
- Clawbacks: KeyCorp Compensation Recovery Policy applies to restatements and robust risk-based clawback/forfeiture features across plans .
- Perquisites (CEO): Limited program; personal aircraft use authorized with $125,000 annual cap; 2024 “Transportation” perq reported at $98,231; executive security and physical also provided; 401(k) matching .
| Termination Scenario (CEO) | Severance/Benefits Summary | Estimated Value ($) |
|---|---|---|
| Death/Disability | Accelerated vesting of equity per plan; options/RSUs/Performance Awards value | 23,883,267 |
| Retirement | Equity vesting per retirement-eligible rules; no severance | 9,167,418 |
| Limited Circumstances | Up to 1x base salary (severance), potential pro rata AIP at discretion; equity per plan | 16,668,556 |
| Change of Control Termination (Double Trigger) | 3x base salary + target AIP, COBRA premiums, 3 years deferred comp matching; equity vesting per plan | 35,675,603 |
Board Governance
- Board service: Director since 2019; not independent (management director) .
- Roles: Chairman and CEO; chairs the Executive Committee; board maintains independent Lead Director with robust oversight duties (agenda approval, shareholder engagement, CEO evaluation co-lead) and independent committee chairs (Audit, Risk, Compensation, NCGC, Technology) .
- Board/committee cadence and attendance: 7 board meetings in 2024; ~98% average attendance; independent director executive sessions at every regular meeting .
Director Compensation (as CEO/Director)
- As an employee director, Gorman receives no additional pay for board service (non-employee director schedule shown for others; 2024 cash retainer $100k and deferred shares $140k; rising to $105k/$145k in 2025) .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: ~93% at 2023 annual meeting; ~89% at 2024 annual meeting, indicating broad but moderating support .
- Active shareholder engagement program; feedback integrated into compensation design and disclosures .
Compensation Structure Analysis
- Strong pay at risk: 86% of average NEO target pay variable; majority long-term .
- Metric rigor and outcomes: Annual plan balanced across profitability (EPS, ROTCE), capital (CET1), relative metrics, and operational excellence; 2022 LTI paid 0% on underperformance, demonstrating negative leverage to missed goals .
- 2024 supplemental awards: Capital & Earnings Improvement Awards align directly to Scotiabank investment outcomes with value caps, forfeiture on non-CoC exits, and additional 1-year holding—supporting retention and alignment but a potential scrutiny point given their one-time nature .
Performance & Track Record
- 2024 highlights under Gorman: +190 bps CET1 to 11.9%; 4Q NII exit +14% YoY; investment banking fees +25% YoY; AUM >$61B; improved criticized loans and low net charge-offs (41 bps) .
- LTI results: 2022 awards vested at 0% (cumulative EPS $4.63 vs $5.49 threshold; 18th percentile ROTCE), reflecting economic headwinds and balance sheet repositioning; 2023 awards expected to pay well below target per CD&A narrative (final certification pending) .
Risk Indicators & Red Flags
- Combined CEO/Chairman role balanced by a strong independent Lead Director and fully independent standing committees .
- No hedging/pledging permitted; robust clawback framework; no single-trigger CoC; no SERP accruals since 2009 .
- One-time supplemental performance awards (2024) could face investor scrutiny despite rigorous design and caps .
- Aircraft perquisite exists but capped and disclosed with actual 2024 use value .
Equity Vesting Schedule Snapshot (CEO)
| Award Type | Grant Date | Outstanding Units | Next Vest/Settlement Dates |
|---|---|---|---|
| RSUs | 2/16/2024 | 157,407 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 |
| RSUs | 2/17/2023 | 92,933 | 2/17/2025, 2/17/2026, 2/17/2027 |
| RSUs | 2/14/2022 | 49,116 | 2/17/2025, 2/17/2026 |
| RSUs | 2/15/2021 | 20,626 | 2/17/2025 |
| Performance Award (cash-settled target) | 2/16/2024 | 314,814 | 2/17/2027 (subject to performance) |
| Performance Award (cash-settled target) | 2/17/2023 | 123,911 | 2/17/2026 (subject to performance) |
| Cap. & Earnings Improvement Award | 12/30/2024 | 490,940 (target) | Vest/certify Jan 2027; settle Jan 2028 (subject to performance, caps) |
Board Service, Committees, and Independence Considerations
- Director since 2019; Chair/CEO since 2020; not independent; executive committee chair .
- Lead Independent Director (Cutler) empowered to set agendas, call meetings, liaise with shareholders, and co-lead CEO evaluation—mitigating combined role risks .
- 2024 committee meetings: Audit (14), Risk (13), Compensation (8), NCGC (6), Technology (5); all committees fully independent; ~98% attendance –.
Investment Implications
- Alignment and incentives: High proportion of at-risk and performance-vested equity, with demonstrated zero payouts when objectives are missed (2022 LTI), supports tight pay-performance linkage; 2024 annual bonus near target mirrors improved capital metrics and relative performance stabilization .
- Retention and potential supply: Significant RSU/performance award vesting in Feb 2025–2028 and special award settlement in 2027/2028 suggest identifiable windows for potential insider sales, though pre-clearance and holding requirements reduce discretionary timing risks .
- Governance balance: While CEO also serves as Chair, an empowered Lead Independent Director and independent committees, plus strong attendance and executive sessions, mitigate independence concerns; say-on-pay support remains high (89–93%) .
- One-time awards: The Capital & Earnings Improvement Award is performance-capped and tied to Scotiabank investment outcomes; monitor progress on marked CET1 and cumulative EPS to assess realizability and any future adjustments or precedent risk .