Devina Rankin
Director at KEY
Board
About Devina Rankin
Devina A. Rankin (age 49) has served as an independent director of KeyCorp since 2020. She is Executive Vice President and Chief Financial Officer of Waste Management, Inc., and is a certified public accountant licensed in Texas; KeyCorp identifies her as an “audit committee financial expert.” She currently serves on KeyCorp’s Risk and Technology Committees and was previously a member of the Audit Committee through July 1, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waste Management, Inc. | Executive Vice President & Chief Financial Officer | 2017–present | Responsible for finance functions, enterprise risk management, internal audit, investor relations, supply chain, capital planning, and information technology . |
| Waste Management, Inc. | Treasurer; Assistant Treasurer | 2012–2017; prior | Corporate finance leadership roles before CFO promotion . |
| Ernst & Young; Arthur Andersen | Assurance practice | Pre-2012 | Audit/assurance experience supporting financial reporting expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Waste Management, Inc. | EVP & CFO | 2017–present | Oversees finance, ERM, internal audit, IR, supply chain, capital planning, and IT . |
Board Governance
- Independence: The Board determined Rankin and all nominees other than the CEO are independent under NYSE and KeyCorp standards .
- Committees: Risk Committee member (appointed effective July 1, 2024) and Technology Committee member; previously Audit Committee member until July 1, 2024 .
- Attendance: The Board held seven meetings in 2024; directors averaged ~98% attendance at Board and committee meetings, and no director was below 75%. Independent directors met in executive session at every regular Board meeting .
- Committee activity levels (2024): Audit (14 meetings), Compensation & Organization (8), Nominating & Corporate Governance (6), Risk (13), Technology (5) .
- Risk oversight: Risk Committee oversees enterprise-wide risk (credit, market, liquidity, compliance, operational including cybersecurity, reputational/strategic, climate) and capital adequacy; Technology Committee oversees technology strategy, cybersecurity investments, and major tech vendor relationships .
Fixed Compensation
| Compensation Element | 2024 ($) | 2025 ($) |
|---|---|---|
| Annual Cash Retainer | 100,000 | 105,000 |
| Deferred Share Award (annual) | 140,000 | 145,000 |
| Lead Director Additional Retainer | 45,000 | 50,000 |
| Committee Chair Fees (Audit/Risk/Comp/Tech/NCGC) | 40,000 / 40,000 / 25,000 / 25,000 / 25,000 | 40,000 / 40,000 / 25,000 / 25,000 / 25,000 |
| Committee Member Fees (Audit/Risk) | 15,000 / 15,000 | 15,000 / 15,000 |
| Extraordinary Service Retainer (if applicable) | 15,000 | 15,000 |
| Director | 2024 Fees Earned/Paid in Cash ($) | 2024 Stock Awards ($) | 2024 Total ($) |
|---|---|---|---|
| Devina A. Rankin | 115,000 | 139,987 | 254,987 |
Notes:
- On May 9, 2024, each serving director received 9,283 fully vested deferred shares valued at $140,000; payable 50% in shares and 50% in cash after a three-year deferral unless further deferred by the director .
- Directors may elect to defer cash retainer into deferred shares under the Directors’ Deferred Share Sub-Plan .
Performance Compensation
| Item | Terms | Key Details |
|---|---|---|
| Director Deferred Shares | Minimum 3-year deferral; accelerated upon Board separation | Paid 50% in KeyCorp shares and 50% in cash at end of deferral or upon separation; further deferral election pays 100% in shares beyond the three-year period . |
| 2024 Grant | 9,283 deferred shares | Aggregate grant date fair value $140,000 (rounded to nearest whole share) . |
No director performance metrics (e.g., EPS, ROTCE) apply to non-employee director compensation; structure is cash retainer plus equity-based deferred shares to align interests with shareholders .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | KeyCorp’s proxy does not list other public company directorships for Rankin; her external role is as CFO of Waste Management, Inc. . |
Expertise & Qualifications
- Audit/finance expertise with CPA (Texas); designated “audit committee financial expert” by KeyCorp .
- Enterprise risk oversight and technology oversight experience through Risk and Technology Committee memberships .
- Senior corporate finance leadership (treasury, capital planning, investor relations, internal audit, IT) reinforcing board effectiveness in risk and financial stewardship .
Equity Ownership
| Date | Common Shares | Options (exercisable ≤60 days) | Deferred Shares (payable ≤60 days) | Other Deferred Shares Owned | Total Beneficial Ownership | Ownership % of Outstanding |
|---|---|---|---|---|---|---|
| Mar 15, 2024 | 10,000 | — | 3,241 | 41,287 | 13,241 | — |
| Mar 21, 2025 | 13,430 | — | — | 61,363 | 13,430 | — |
Additional equity-related items:
- Outstanding stock awards payable in common shares (as of Dec 31, 2024): 60,571 for Rankin .
- Ownership guidelines: Non-employee directors must, within five years of initial election, own Key equity equal to ≥5× annual retainer and at least 1,000 directly owned shares; Rankin holds ≥1,000 directly owned shares as of 2025 .
- Hedging/pledging prohibited under KeyCorp’s insider trading policy for directors and employees .
Governance Assessment
- Committee assignments align with Rankin’s finance and risk profile; designation as an audit committee financial expert and current Risk/Technology roles support board effectiveness in capital, ERM, and cybersecurity oversight .
- Independence and attendance: Board confirms independence; 2024 attendance was robust across directors with executive sessions at each regular meeting, supporting strong oversight culture .
- Director pay structure is balanced and equity-linked via deferred shares; 2024 actuals for Rankin ($254,987) reflect standard retainer plus equity without performance-linked metrics, consistent with best practice for director independence .
- Conflicts/related-party exposure: Board reviews ordinary-course banking relationships; no related party transactions reported that would impair independence, and no director-affiliated transactions exceeded quantitative thresholds over the last three fiscal years .
RED FLAGS: None disclosed for Rankin. KeyCorp prohibits hedging/pledging; no reported related-party transactions impacting her independence; committee service changes reflect board refreshment rather than concerns .