Elizabeth Gile
KEYCORP /NEW/About Elizabeth R. Gile
Elizabeth R. Gile (age 69) has served as an independent director of KeyCorp since 2010. She chairs the Board’s Risk Committee and is a member of the Nominating & Corporate Governance Committee, bringing deep credit and capital markets expertise from senior roles at Deutsche Bank and J.P. Morgan; she also served as a senior strategic advisor at BlueMountain Capital Management and is a trustee of the Brooklyn Botanic Garden . The Board affirms her independence under NYSE and KeyCorp standards, and the 2024 Board/committee attendance averaged ~98%, with no director under 75% and directors attending the 2024 Annual Meeting—supporting strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Bank AG | Managing Director; Global Head, Loan Exposure Management Group | 2003–2005 | Led global credit risk management over loans and lending commitments |
| BlueMountain Capital Management | Managing Director; Senior Strategic Advisor | 2007–2009 | Advised on credit/market strategies at hedge fund manager |
| J.P. Morgan | Various leadership roles across credit risk, analysis/research, lending, credit trading, counterparty risk, and portfolio management | ~24 years | Built broad risk and capital markets expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brooklyn Botanic Garden | Trustee | Not disclosed | Non-profit board service |
| Watford Holdings Ltd. | Director (public company) | 2017–2021 | Prior public directorship; financial services |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director per NYSE and KeyCorp standards |
| Committees | Risk Committee (Chair); Nominating & Corporate Governance (Member) |
| Committee meetings (2024) | Risk: 13 meetings; Nominating & Corporate Governance: 6 meetings |
| Attendance & engagement | Board held 7 meetings; ~98% average director attendance; all standing directors attended the 2024 Annual Meeting; independent directors met in executive session at each regular meeting |
- Risk Committee scope: Oversees enterprise-wide credit, market, liquidity, compliance, operational (including cybersecurity), reputation, strategic, climate/sustainability risks; reviews/approves capital plan; recommends share repurchase authorizations; may exercise delegated authority on debt/equity issuance; co-oversees ALLL with Audit .
- Nominating & Corporate Governance scope: Director nomination/independence reviews; annual Board/individual assessments; governance and responsibility policies; D&O insurance; related person transaction oversight; supports linkage meetings among independent committee chairs on risk/compensation; reviews director pay program (with market data and CAP input) .
Fixed Compensation
| 2024 Director Compensation (Elizabeth R. Gile) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 155,000 |
| Stock Awards (Deferred Shares) | 139,987 |
| Total | 294,987 |
| Notes | Cash included Risk Committee Chair stipend and extraordinary service retainer; equity reported at grant date fair value |
| Annual Director Compensation Program | 2024 ($) | 2025 ($) |
|---|---|---|
| Base Cash Retainer | 100,000 | 105,000 |
| Deferred Share Award | 140,000 | 145,000 |
| Lead Director Retainer | 45,000 | 50,000 |
| Committee Chair: Audit | 40,000 | 40,000 |
| Committee Chair: Risk | 40,000 | 40,000 |
| Committee Chair: Compensation | 25,000 | 25,000 |
| Committee Chair: Technology | 25,000 | 25,000 |
| Committee Chair: Nominating & Corporate Governance | 25,000 | 25,000 |
| Committee Member: Audit | 15,000 | 15,000 |
| Committee Member: Risk | 15,000 | 15,000 |
| Extraordinary Service Retainer | 15,000 | 15,000 |
- Extraordinary service retainer was paid to select directors in 2024, including Gile .
- Directors may elect to defer cash retainers into deferred shares under the Directors’ Deferred Share Sub-Plan .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Payment |
|---|---|---|---|---|
| Annual Deferred Shares (RSUs) | May 9, 2024 | 9,283 | 140,000 | Minimum 3-year deferral; paid 50% in shares and 50% in cash at end of deferral or upon Board separation; further deferral election pays 100% in shares |
- Director equity is time/deferred-based; no performance metrics are applied to director grants—structure aligns director interests via share exposure and mandatory deferral .
Other Directorships & Interlocks
| Company | Sector | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|---|
| Watford Holdings Ltd. | Insurance/Financials | Director | 2017–2021 | Historical role; no current interlock disclosed |
| Brooklyn Botanic Garden | Non-profit | Trustee | Not disclosed | Non-commercial; no related-party exposure disclosed |
- The Board’s related-party policy requires arm’s-length terms and Reg O compliance for any director banking/credit relationships; the Board determined such relationships were ordinary course, on market terms, immaterial, and did not impair independence .
Expertise & Qualifications
- Capital markets and credit risk leadership: Ran Deutsche Bank’s Loan Exposure Management Group; extensive roles at J.P. Morgan spanning lending, credit trading, counterparty risk, and portfolio management .
- Experienced in identifying, assessing, and managing complex risk exposures at large financial institutions; also experience at Toronto Dominion Securities per qualifications .
Equity Ownership
| Holder | Common Shares | Options (within 60 days) | Deferred Shares (vesting/distribution within 60 days) | Total Beneficial Ownership | Ownership % of Outstanding | Other Deferred Shares Owned | Combined Beneficial + Other Deferred |
|---|---|---|---|---|---|---|---|
| Elizabeth R. Gile | 40,882 | — | 4,890 | 45,772 | <1% (none >1%) | 104,866 | 150,638 |
- Stock ownership guidelines for non-employee directors: At least five times the annual retainer value within five years of election and a minimum of 1,000 directly-owned shares; Gile holds 40,882 direct shares (minimum direct threshold satisfied). The proxy does not disclose her individual compliance with the 5x value threshold .
- Insider Trading Policy prohibits hedging and pledging of KeyCorp securities and bans short sales/derivative transactions by directors—mitigates misalignment risk .
Governance Assessment
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Strengths: Independent status and seasoned risk/capital markets background; chairs the Risk Committee overseeing capital adequacy, capital plan approval, and buyback authorizations—core banking value drivers. High Board/committee meeting cadence (Risk: 13 in 2024) indicates active oversight and engagement .
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Incentive alignment: Director pay combines fixed retainers and equity via deferred shares with three-year minimum deferral, encouraging long-horizon alignment; hedging/pledging bans further support skin-in-the-game .
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Ownership: Meaningful direct holdings plus substantial deferred share exposure; no director/entity ownership exceeding 1%—limits control risks .
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Compensation governance: NCGC annually reviews director pay with peer benchmarking and independent consultant CAP; modest 2025 increases (+$5k each to cash retainer/deferred shares) appear measured; extraordinary service retainer paid to Gile suggests elevated workload, not a structural pay anomaly .
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Related-party/Interlocks: Ordinary-course banking relationships vetted under policy and Reg O; Board determined no impairment to independence; no current public interlocks disclosed for Gile—low conflict risk .
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Shareholder signals: Executive say‑on‑pay averaged 92% support over five years (90% in 2024), indicating generally positive investor sentiment toward compensation governance; while focused on NEOs, it reflects Board oversight quality .
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RED FLAGS: None disclosed specific to Gile. Notably, Key’s Insider Trading Policy prohibits hedging/pledging; no related-party transactions exceeding materiality thresholds; attendance robust; director pay is retainer-based with deferred equity, without option repricing or tax gross‑ups for directors .