James Dallas
Director at KEY
Board
About H. James Dallas
Independent director at KeyCorp since 2005; age 66. Retired in 2013 as Senior Vice President of Quality and Operations at Medtronic; previously served as CIO at Medtronic and Georgia-Pacific. Current committee roles: Risk Committee member, Nominating & Corporate Governance Committee member, and Technology Committee Chair. Independent consultant focused on change management, IT strategy, and risk; director of Grady Memorial Hospital Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic Inc. | Senior Vice President, Quality & Operations | 2006–2013 | Operational risk management responsibilities |
| Medtronic Inc. | Chief Information Officer | Prior to 2006 | Primary responsibility for IT and security risks |
| Georgia-Pacific Corporation | Chief Information Officer | — | Enterprise IT leadership and cybersecurity oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centene Corporation | Director | Since 2020 | — |
| Strategic Education, Inc. | Director | 2015–2021 | — |
| WellCare Health Plans, Inc. | Director | 2016–2020 | — |
| Grady Memorial Hospital Corporation | Director | — | — |
Board Governance
- Independence: Board determined Dallas (and all non-employee directors) are independent under NYSE and KeyCorp standards; independence review considered ordinary-course banking relationships and found them immaterial and compliant .
- Attendance: Board met 7 times in 2024; directors averaged ~98% attendance; no director was below 75%; independent directors held executive sessions after each regular meeting .
- Committee leadership and workload: Technology Committee met 5 times (Chair: Dallas); Risk Committee met 13 times; Nominating & Corporate Governance met 6 times; Audit met 14; Compensation & Organization met 8 .
| Committee | Role | Meetings in 2024 | Key Responsibilities |
|---|---|---|---|
| Technology | Chair | 5 | Oversees technology strategy, cybersecurity investments, major tech vendor relationships; reports risk issues to Risk Committee |
| Risk | Member (appointed July 1, 2024) | 13 | Enterprise risk oversight (credit, market, liquidity, compliance, operational/cyber, reputation, strategic, climate); capital plan review |
| Nominating & Corporate Governance | Member | 6 | Director nominations, independence reviews, related-party transaction oversight, governance policies, director compensation program review |
| Audit | Member (Jan–July 2024) | 14 | Financial reporting oversight, independent auditor, internal audit, fraud risk; joint oversight with Risk for ALLL methodology |
Fixed Compensation
- Program structure: Non-employee director pay = cash retainer + annual deferred share award; additional retainers for Lead Director, committee chairs, and committee memberships; extraordinary service retainer used selectively .
- Dallas’s 2024 compensation: Cash fees $140,000 (includes Technology Chair and committee memberships); stock awards $139,987; total $279,987 .
| Element | 2024 ($) | 2025 ($) |
|---|---|---|
| Cash Retainer | 100,000 | 105,000 |
| Deferred Share Award | 140,000 | 145,000 |
| Lead Director (not Dallas) | 45,000 | 50,000 |
| Audit Chair | 40,000 | 40,000 |
| Risk Chair | 40,000 | 40,000 |
| Compensation Chair | 25,000 | 25,000 |
| Technology Chair | 25,000 | 25,000 |
| Audit Committee Member | 15,000 | 15,000 |
| Risk Committee Member | 15,000 | 15,000 |
| Extraordinary Service Retainer | 15,000 | 15,000 |
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| H. James Dallas | 140,000 | 139,987 | 279,987 |
Performance Compensation
- Deferred share grants: On May 9, 2024, each then-serving director received 9,283 fully vested deferred shares (grant-date fair value $140,000), payable 50% in shares and 50% in cash on the third anniversary unless further deferred (then 100% in shares) .
- Vesting/deferral: Minimum three-year deferral; accelerated upon separation; directors may elect to further defer beyond three years; 2025 annual deferred share award increased to $145,000 .
| Grant Detail | Value |
|---|---|
| Grant date | May 9, 2024 |
| Shares granted | 9,283 deferred shares |
| Fair value at grant | $140,000 |
| Deferral period | Minimum 3 years; accelerates on separation |
| Payout structure | 50% shares, 50% cash at end of deferral; 100% shares if further deferred |
| 2025 deferred award | $145,000 (program level) |
No director stock options or performance-vested equity for non-employee directors are disclosed; director equity is delivered via deferred shares to align interests .
Other Directorships & Interlocks
- Current public company board: Centene Corporation (since 2020) .
- Prior public boards: Strategic Education, Inc. (2015–2021); WellCare Health Plans, Inc. (2016–2020) .
- Related-party/ordinary-course relationships: The Board’s independence review considered director/family banking relationships (deposits, credit, wealth management) and determined they were ordinary-course, arms-length, compliant with Regulation O, immaterial, and did not impair independence .
Expertise & Qualifications
- Deep expertise in enterprise change management, information technology, cybersecurity, and data privacy from CIO roles at Medtronic and Georgia-Pacific; significant operational risk management experience as SVP at Medtronic .
- Primary responsibility for IT and security risks in prior CIO roles; experienced in assessing and managing operational risk .
Equity Ownership
- Beneficial ownership (as of March 21, 2025): Dallas held 125,397 common shares and 12,977 deferred shares vesting within 60 days; total beneficial ownership 138,374; other deferred shares owned 9,780; combined beneficial and other deferred shares 148,153; no options within 60 days .
- Outstanding stock awards payable in common shares (as of December 31, 2024): 22,463 .
| Category | Shares/Units |
|---|---|
| Common Shares | 125,397 |
| Options (exercisable within 60 days) | — |
| Deferred Shares (vesting/distribution within 60 days) | 12,977 |
| Total Beneficial Ownership | 138,374 |
| Other Deferred Shares Owned | 9,780 |
| Combined Beneficial + Other Deferred | 148,153 |
| Outstanding Stock Awards Payable in Common Shares | 22,463 |
Governance Assessment
- Independence and conflicts: Dallas is classified independent; independence reviews found no material related-party transactions and ordinary-course banking relationships at arms-length terms; Regulation O controls applied; no independence impairments identified .
- Board effectiveness: As Technology Chair, Dallas provides targeted oversight of cybersecurity and technology investments, with formal risk reporting to the Risk Committee—aligning his CIO pedigree with Key’s risk oversight framework .
- Engagement and attendance: Board and committee attendance averaged ~98% in 2024; no director below 75%—a positive signal for engagement; independent directors met in executive session at every regular meeting .
- Director pay alignment: Mix of cash and equity (deferred shares with multi-year holding/deferral and partial share settlement) supports alignment; 2025 program increased base and equity components modestly, indicating market-competitive pay without undue cash bias .
- Shareholder feedback: Say-on-Pay averaged 92% support over five years (90% in 2024), signaling investor acceptance of compensation governance broadly; while NEO-focused, this reflects board-level oversight quality .
RED FLAGS
- None disclosed in proxy regarding: related-party transactions above Item 404 thresholds, low attendance, or director option repricing; independence affirmed for Dallas .