Christopher M. Gorman

Chairman, CEO, and President at KEYCORP /NEW/

Board

Since May 1, 2020

Age

64 years

Tenure

Joined KEY in 1998 and progressed through various roles including President of Key Corporate Bank, Merger Integration Executive, President and Chief Operating Officer, ultimately becoming Chairman, CEO, and President on May 1, 2020.

Also at KEYCORP /NEW/

AMK

Allyson M. Kidik

Chief Risk Review Officer and General Auditor

AGB

Amy G. Brady

Chief Information Officer

AGM

Angela G. Mago

Chief Human Resources Officer

About

Christopher M. Gorman has over 25 years of financial services leadership experience and has played a pivotal role in transforming the organization into one of the largest financial institutions in the United States.

After joining KEY in 1998 during the acquisition of McDonald Investments, he steadily advanced through numerous leadership roles. His career includes serving as President of Key Corporate Bank, leading the integration of a $40 billion financial institution with 400 branches, and holding positions as President and Chief Operating Officer before assuming his current role.

Since becoming Chairman, CEO, and President on May 1, 2020, he has overseen substantial growth and strategic initiatives at KEY. Alongside his executive responsibilities, he contributes to various organizations by serving on boards such as The Clearing House, Bank Policy Institute, and others, underscoring his broad influence in the financial services industry.

$KEY Performance Under Christopher M. Gorman

Past Roles

Organization	Role	Date Range	Details
KeyCorp	Chief Operating Officer	2019–2020	N/A
KeyCorp	President of Banking and Vice Chairman	2017–2019	N/A
KeyCorp	Merger Integration Executive	2016–2017	Led integration of First Niagara Financial Group, Inc. – a $40 billion institution with 400 branches, the largest acquisition in KeyCorp’s history
KeyCorp	President of Key Corporate Bank	2010–2016	N/A
McDonald Investments	Various Leadership Roles	Pre-1998	Acquired by KeyCorp in 1998

External Roles

Organization	Role	Date Range [N/A]	Details [N/A]
The Clearing House	Supervisory Board Member	N/A	N/A
Bank Policy Institute	Board Member	N/A	N/A
Ohio Business Roundtable	Chairman	N/A	N/A
Greater Cleveland Partnership	Board Member	N/A	N/A
University Hospital Health System	Board Member	N/A	N/A
Cleveland Museum of Art	Board Member	N/A	N/A

Fixed Compensation

Data from FY 2023

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$1,200,000	Annual	Fixed annual salary for 2023
Executive Physical	$2,352	Annual	Compensation for executive physical exam
Executive Security	$5,290	Annual	Security service compensation
Transportation	$120,782	Annual	Transportation expense for 2023
Insurance Policy	$205	Annual	Insurance policy cost
Matching Contribution	$22,500	Annual	Matching contribution for 2023

Performance Compensation

Data from FY 2023

Annual Incentive Award

Metric	Value	Details
Threshold (Non-Equity)	$1,350,000	Minimum performance payout requirement
Target (Non-Equity)	$2,700,000	Target payout level
Maximum (Non-Equity)	$5,400,000	Maximum payout cap
Grant Date	February 17, 2023	Date the award was granted
Evaluation Period	Calendar Year ending December 31, 2023	Performance measurement period

Equity Incentive Awards

Metric	Value	Details
Threshold Shares	109,660 shares	Minimum share award threshold
Target Shares	219,321 shares	Targeted share award quantity
Maximum Shares	328,981 shares	Maximum number of shares available
Grant Date Stock Price	$19.15	Share price on the grant date
Vesting Schedule	Four equal annual installments (Feb 17, 2024 - Feb 17, 2027)	Vesting over four years

Stock Option Awards

Metric	Value	Details
Number of Options	165,484 options	Options granted
Exercise Price	$21.07	Set at 110% of the grant date stock price
Grant Date Fair Value	$699,997	Fair value at the time of grant

Maximum Performance Share Award

Metric	Value	Details
Grant Date Fair Value	$6,299,996	Maximum award value based on performance
Grant Date	February 17, 2023	Award grant date
Grant Date Stock Price	$19.15	Share price on the grant date
Vesting Schedule	Vests in January 2027	Vesting contingent on meeting performance conditions
Performance Metrics	Regulatory Capital, Cumulative EPS, CET-1 Goals	Specific numerical thresholds not detailed
Evaluation Period	January 1, 2025 - December 31, 2026	Period for evaluating performance
Payout Cap	150% of target, capped at 250%	Maximum payout limitations

Target Grant Value (Plan-Based Awards)

Metric	Value	Details
Total Target Grant Value	$7,570,295	Combined target grant value for 2023
Composition	60% Cash Performance Shares, 30% RSUs	Breakdown of long-term incentive components
Grant Date	February 17, 2023	Award grant date
Grant Date Stock Price	$19.15	Share price on the grant date
Vesting Schedule	Four equal annual installments (Feb 17, 2024 - Feb 17, 2027)	Vesting over four years
Associated Option Details	165,484 options; Exercise Price: $21.07; Fair Value: $699,997	Details on related stock option awards