David Wilson
Director at KEY
Board
About David K. Wilson
Independent director of KeyCorp since 2014; age 70. Former senior regulator with the U.S. Office of the Comptroller of the Currency (OCC) over a 32-year career, including Senior Deputy Comptroller and Chief National Bank Examiner; examiner-in-charge (EIC) of two global banks; deep expertise in credit and market risk, regulatory policy, and systemic risk oversight. Serves on the board of KeyBank National Association; independence affirmed by the Board under NYSE and KeyCorp standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Comptroller of the Currency (OCC) | Senior Deputy Comptroller; Chief National Bank Examiner; Deputy Comptroller for Credit & Market Risk; Examiner-In-Charge (EIC) of two global banks | 32 years; retired Jan 2014 | Co-chaired OCC National Risk Committee; participated in FSOC (OCC rep on Systemic Risk Committee); chaired FFIEC Task Force on Supervision |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KeyBank National Association (subsidiary of KeyCorp) | Director | Current | Board service on national bank subsidiary |
| Independent consultant | Advisor on bank regulatory and risk strategy | Post-2014 | Regulatory and risk strategy consulting |
Board Governance
- Committee assignments: Risk Committee member (primary oversight of enterprise-wide risk, capital adequacy, and allowance methodology). Risk Committee met 13 times in 2024 .
- Independence: Board determined Wilson and all non-management directors are independent; all standing committees are solely independent .
- Attendance and engagement: Board held seven meetings in 2024; independent directors met in executive session at every regular meeting; directors averaged ~98% attendance; no director was below 75% .
- Lead Independent Director: Alexander M. Cutler; robust responsibilities over agendas, executive sessions, committee composition, and shareholder engagement .
Fixed Compensation
2024 director cash structure (program-wide) and Wilson’s actual:
| Element | Program Amount ($) | Wilson’s Cash Received ($) |
|---|---|---|
| Base cash retainer | 100,000 | 130,000 (includes committee member fee and extraordinary service retainer) |
| Risk Committee member fee | 15,000 | Included |
| Extraordinary service retainer | 15,000 (as applicable) | Included for Wilson |
Notes:
- The Nominating & Corporate Governance Committee annually reviews director pay and approved 2024 elements above; 2025 increases to base retainer $105,000 and deferred share award $145,000 were adopted for the new year .
Performance Compensation
Directors are compensated with deferred stock units (DSUs), not performance-conditioned awards:
| Grant Date | Instrument | Units | Grant-Date Value ($) | Key Terms |
|---|---|---|---|---|
| May 9, 2024 | Deferred shares (RSUs under Directors’ Deferred Share Sub-Plan) | 9,283 | 139,987 | Minimum three-year deferral; paid 50% in shares and 50% in cash at deferral end or upon Board separation; further deferral available (then 100% paid in shares) . |
- No performance metrics (EPS/TSR/ESG) are tied to director equity grants; these are time/deferred-based awards intended to align directors with shareholders .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| KeyBank National Association | Private (bank subsidiary) | Director | Subsidiary board; no external public company directorships disclosed . |
- The proxy lists other issuers for several directors; none are attributed to Wilson beyond KeyBank NA .
Expertise & Qualifications
- Regulatory leadership: Senior OCC roles advising Comptroller, policy development, rulemaking post-Dodd-Frank; systemic risk oversight via FSOC .
- Risk management: Deep experience in credit and market risk; EIC roles at global banks; chair of FFIEC supervision task force .
- Governance relevance: Adds supervisory/regulatory acuity to the Risk Committee’s mandate (credit, market, liquidity, compliance, operational including cybersecurity, capital, and allowance methodology) .
Equity Ownership
| Measure | Amount |
|---|---|
| Common shares owned (direct/indirect) | 50,871 |
| Options exercisable within 60 days | — |
| Deferred shares vesting/distributable within 60 days | — |
| Other deferred shares owned (not distributable within 60 days) | 56,513 |
| Total beneficial ownership (60-day test) | 50,871 |
| Combined beneficial + other deferred | 107,385 |
| Ownership as % of outstanding shares | <1% (no director/officer exceeds 1%) |
| Outstanding stock awards payable in common shares (director cohort table) | 65,849 (Wilson) |
Stock ownership guidelines:
- Non-employee directors must own Key equity equal to ≥5x annual retainer within five years and hold at least 1,000 directly owned shares; program enforces alignment though individual compliance status is not specifically disclosed in the proxy .
Hedging/pledging:
- Prohibited for officers and directors (no hedging, pledging, short sales, or derivative transactions in Key securities) per Insider Trading Policy .
Governance Assessment
- Board effectiveness: Wilson’s regulatory and risk experience aligns with Risk Committee oversight of capital adequacy, enterprise risk, and allowance methodology; the committee’s activity level (13 meetings) and cross-committee coordination with Audit support strong risk governance .
- Independence and conflicts: Board affirmed independence; related-party/banking relationships with directors are ordinary course, arms’ length, immaterial, compliant, and did not impair independence; derivatives with Scotiabank were ordinary course and compliant with Regulation O .
- Attendance and engagement: High engagement with ~98% average attendance and regular executive sessions of independent directors; all directors attended the 2024 annual meeting .
- Compensation alignment: Director pay mixes cash retainer and deferred equity (~$130k cash, ~$140k equity for Wilson in 2024), aligning with shareholder interests; no performance-conditioned director equity or tax gross-ups disclosed for directors .
- RED FLAGS: None apparent for Wilson. No pledged shares; no related-party transactions above disclosure thresholds; no attendance shortfalls; no director-specific controversies disclosed .
Contextual governance note: Key’s Lead Independent Director role is robust; standing committees are solely independent; independent directors met in executive session at every regular Board meeting; shareholder engagement and governance enhancements (special meeting threshold, proxy access) were implemented in recent years .