Clark Khayat
Chief Financial Officer at KEY
Executive
About Clark Khayat
Clark H. I. Khayat, age 53, is KeyCorp’s Chief Financial Officer (CFO) since March 2023 and has been an executive officer since 2018. He previously served as Chief Strategy Officer (2018–2023) and as Head of Enterprise Commercial Payments (2014–2016). His tenure as CFO spans the regional banking crisis response and post-Scotiabank investment period, where he led balance sheet resiliency, liquidity, and capital strengthening efforts. Key’s 2024 performance highlights included CET1 rising 190 bps to 11.9%, “marked” CET1 at 9.7%, net interest income exit rate +14% YoY, and investment banking fees +25% YoY, underscoring execution against the company’s targets under Khayat’s finance leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KeyCorp | Chief Financial Officer | Mar 2023–present | Led Liquidity & Resiliency program, deposit remix, capital/liquidity improvement; guided securities repositioning and post-Scotiabank capital trajectory . |
| KeyCorp | Chief Strategy Officer | Jan 2018–Mar 2023 | Managed strategic pivot during 2023 crisis; aligned AIP metrics to liquidity and regulatory remediation priorities . |
| KeyCorp | Head, Enterprise Commercial Payments | Apr 2014–Jun 2016 | Built payments capabilities; foundation for later deposit primacy and fee-based business growth . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company directorships or committee roles disclosed for Khayat . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $600,000 | $600,000 |
| Target Bonus ($) | $1,100,000 (implied; 75% paid = $825,000) | $1,500,000 (implied; 120% paid = $1,800,000) |
| Actual Bonus Paid ($) | $825,000 | $1,800,000 |
| Total Actual Pay ($) | $2,925,000 | $4,400,000 |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024 Funding and Results
| Metric | Weight | Min (50%) | Target (100%) | Max (150%) | Actual | Funding Rate | Final Weighting Contribution |
|---|---|---|---|---|---|---|---|
| Adjusted EPS ($) | 20% | $0.97 | $1.15 | $1.20 | $1.14 | 97.3% | 19.5% |
| Adjusted ROTCE (%) | 20% | 9.9% | 11.6% | 12.2% | 11.3% | 87.5% | 17.5% |
| CET1 (%) | 10% | 9.8% | 10.0% | 10.5% | 10.9% | 150.0% | 15.0% |
| Relative Performance to Peers | 20% | Bottom Quartile | Middle Quartile | Top Quartile | Middle Quartile | 100.0% | 20.0% |
| Operational Excellence | 30% | Objective Assessment | Objective Assessment | Objective Assessment | Meets | 100.0% | 30.0% |
| Calculated Funding | — | — | — | — | — | 102.0% | — |
| Compensation Committee Approved Funding | — | — | — | — | — | 100.6% | — |
Notes:
- Executive-level payouts aligned to AIP funding; Khayat’s 2024 bonus was 120% of target in recognition of his critical contributions .
Long-Term Incentive (Core LTI) Design – 2025 Grants (for 2024 performance)
| Vehicle | % of LTI Value | Vesting | Performance Features |
|---|---|---|---|
| Performance Awards (cash-settled) | 60% | 3-year cliff | 50% Adjusted ROTCE vs. peers; 50% Adjusted Cumulative EPS; TSR modifier ±15%; payout 0–150% |
| Restricted Stock Units | 30% | 4-year ratable | Value linked to share price; promotes ownership/retention |
| Premium-Priced Stock Options | 10% | 4-year ratable | 110% exercise price; 10-year term; limits optionality to true value creation |
- Khayat’s 2025 target LTI value: $2,000,000 .
- Historical PSU outcomes: 2022 PSUs paid 0% due to below-threshold cumulative EPS and bottom-quartile ROTCE (18th percentile TSR modifier not applied as payout was 0%); 2021 PSUs vested at 85.8% after a -15% TSR modifier .
Supplemental Capital & Earnings Improvement Award (CEIA) – Granted December 30, 2024
| Element | Detail |
|---|---|
| Target Grant (Value) | $2,928,983 |
| Target Performance Shares (#) | 189,947 |
| Performance Period | Jan 1, 2025 – Dec 31, 2026 |
| Vesting Date | Committee certification in Jan 2027 |
| Settlement | Shares delivered after mandatory 1-year holding (Jan 2028) |
| Performance Metrics (50%/50%) | Marked CET1 ratio and Cumulative Adjusted EPS; vesting value capped at 2.5× grant-date target value; payout capped at 150% |
| Triggers | Double-trigger change-of-control protection; forfeiture on voluntary/involuntary resignation (other than death/disability or qualifying termination post-CoC) |
Equity Ownership & Alignment
| Metric | Amount | Notes |
|---|---|---|
| Common Shares | 141,344 | Beneficial ownership (as of Mar 21, 2025) |
| Options (exercisable ≤60 days) | 111,169 | Beneficial options (includes in/out of the money) |
| Deferred/RSUs payable ≤60 days | — | None reportable in ≤60 days column for Khayat |
| Other Deferred Shares Owned | 240,848 | Deferred/RSUs payable beyond 60 days |
| Total Beneficial Ownership | 252,513 | Common + options + near-term deferred |
| Combined Beneficial + Other Deferred | 493,361 | Alignment view including long-dated deferred |
| Ownership Guidelines | 3× base salary for Management Committee; 5-year compliance; post-vesting holding until guidelines met | |
| Hedging/Pledging | Prohibited; no 10b5-1 plans; prior approval required for insider trades |
Employment Terms
| Provision | Key Terms | Quantification (as disclosed) |
|---|---|---|
| Employment Agreement | None (company-wide practice) | — |
| Severance – Limited Circumstances | Up to one year of base salary; possible pro-rated bonus at committee discretion | $600,000 base; equity vesting: options $72,593; RSUs $1,042,042; performance awards $1,884,409; total $3,599,045 |
| Change-of-Control Termination | 2× base + target bonus; COBRA premiums; 2 years of deferred comp matches; double-trigger only | Severance $6,321,004; equity: options $72,593; RSUs $1,042,042; performance awards $5,140,100; deferred comp $46,000; total $12,621,740 |
| Retirement Eligibility | Not retirement eligible; unvested equity forfeited | — |
| Clawbacks | SEC/NYSE-aligned Compensation Recovery Policy adopted Nov 15, 2023; risk-based clawbacks; awards subject to forfeiture/recoupment | |
| Non-Compete/Non-Solicit | 1-year non-solicitation of employees and customers/prospects after termination (award acceptance agreements) | — |
| Insider Trading | Prohibitions on hedging, pledging, short sales; MNPI controls; prior approvals for executives |
Investment Implications
- Pay-for-performance rigor: 86%+ of NEO target pay is variable; 70% of LTI is performance-based (ROTCE vs peers, EPS, TSR modifier). 2022 PSUs paid 0%, signaling tight linkage and downside risk when earnings/ROTCE miss; 2021 PSUs at 85.8% reinforce balanced calibration .
- Retention and alignment: CEIA awards carry 2-year performance plus 1-year holding and forfeiture on non-qualifying exits; double-trigger CoC only; strong clawback and no hedging/pledging policies reduce misalignment and short-term selling pressure .
- Execution track record: Under Khayat, Key delivered 2024 AIP at ~100.6% amid capital/liquidity strengthening (CET1 11.9%, marked CET1 9.7%), deposit remix, and fee growth (+25% investment banking fees), supporting improved earnings trajectory into 2025; his 2024 bonus at 120% of target reflects these contributions .
- Risk controls: No employment agreements/tax gross-ups, strict insider trading policy, double-trigger equity vesting, and robust clawbacks mitigate governance red flags (e.g., pledging, repricing) and reduce event-risk for shareholders .
Data sources: Executive officer biographies and roles ; ownership and guidelines ; compensation program design and outcomes ; 2024/2025 pay decisions ; CEIA award details ; severance/CoC economics ; insider trading and clawback policies .