Randy Paine
About Randy Paine
Andrew J. “Randy” Paine III is Head of Institutional Bank at KeyCorp (KEY). He is retirement-eligible (at least age 55 with ≥5 years of service) and a Named Executive Officer (NEO) under Key’s proxy disclosures . In 2024, he led the Institutional Bank to its second-highest year in investment banking fees and integrated Key’s real estate capital markets businesses into the Institutional Bank, supporting company execution amid a strategic minority investment by Scotiabank . Key’s pay-for-performance design ties outcomes to shareholder returns: the 2021 long-term incentive plan (LTI) paid at 85.8% after a negative TSR modifier (TSR at the 18th percentile vs. peers), while the 2022 LTI paid 0% given sub-threshold EPS and ROTCE results through 2024 . Company performance context: investment banking fees up >25% year-over-year in 2024, CET1 ratio improved to 11.9% (up 190 bps), and the net interest income exit rate was +14% vs. 4Q23 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KeyCorp | Head of Institutional Bank | 2023–2024 (activities disclosed) | 2024: Second-highest investment banking fees; integrated real estate capital markets into Institutional Bank . 2023: Co-led reduction of risk-weighted assets by nearly $14B while maintaining relationships and growing deposits . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 | 600,000 | No NEO base salary increases in 2023 . |
| 2024 | 600,000 | Maintained prior-year base. |
Performance Compensation
| Year | Annual Incentive Paid ($) | Plan Funding for Execs | Comments |
|---|---|---|---|
| 2023 | 1,425,000 | Capped at 75% for executive leadership team | Amended plan to reflect liquidity/resiliency priorities post regional banking crisis; overall funding 80% . |
| 2024 | 2,100,000 | 100.6% plan funding | Returned to original plan design emphasizing Adjusted EPS, ROTCE, CET1, relative performance, and operational excellence . |
2024 Annual Incentive Metrics, Targets, and Payouts
| Metric | Weight | Min (50%) | Target (100%) | Max (150%) | Actual | Funding Rate | Contribution to Funding |
|---|---|---|---|---|---|---|---|
| Adjusted EPS | 20% | $0.97 | $1.15 | $1.20 | $1.14 | 97.3% | 19.5% |
| Adjusted ROTCE | 20% | 9.9% | 11.6% | 12.2% | 11.3% | 87.5% | 17.5% |
| CET1 | 10% | 9.8% | 10.0% | 10.5% | 10.9% | 150% | 15.0% |
| Relative Performance to Peers | 20% | Bottom Quartile | Middle Quartile | Top Quartile | Middle Quartile | 100% | 20.0% |
| Operational Excellence | 30% | Objective Assessment | Objective Assessment | Objective Assessment | Meets | 100% | 30.0% |
| Calculated Funding | — | — | — | — | — | 102.0% | — |
| Compensation Committee Approved Funding Rate | — | — | — | — | — | 100.6% | — |
Long-Term Incentives (Design and Amounts)
| Year (Grant Cycle) | LTI Value ($) | Vehicles & Mix | Vesting / Performance |
|---|---|---|---|
| 2024 (for 2023 performance) | 2,200,000 | 60% Performance Awards, 30% RSUs, 10% premium-priced options (exercise at 110% of FMV) | PA: 3-year performance on Adjusted ROTCE vs. peers and cumulative Adjusted EPS, TSR modifier; RSUs: 4-year ratable; Options: 4-year ratable, 10-year term . |
| 2025 (for 2024 performance) | 2,600,000 | 60% Performance Awards, 30% RSUs, 10% premium-priced options (110% strike) | PA: 3-year cliff; TSR ±15% modifier; capital gating; RSUs/options vesting as above . |
LTI Outcomes
| Plan | Metric (Weight) | Threshold/Target | Actual | Payout |
|---|---|---|---|---|
| 2021–2023 LTI | ROTCE vs. peers (50%) | 25th/50th/75th percentile | 36th percentile | 36.4% component |
| 2021–2023 LTI | Cumulative EPS (50%) | $3.77/$5.02/$6.28 | $5.75 | 64.4% component |
| 2021–2023 LTI | TSR vs. peers modifier | <25th/25–75th/>75th | 18th percentile | −15% modifier |
| 2021–2023 LTI | Total | — | — | 85.8% final |
| 2022–2024 LTI | ROTCE vs. peers (50%) | 25th/50th/75th percentile | 18th percentile | 0% |
| 2022–2024 LTI | Cumulative EPS (50%) | $5.49/$7.32/$9.15 | $4.63 | 0% |
| 2022–2024 LTI | Total | — | — | 0% final |
2024 Capital & Earnings Improvement Award (Supplemental, Performance-Based)
| Grant Date | Target Shares | Target Grant Value ($) | Performance Period | Metrics | Payout Cap | Settlement |
|---|---|---|---|---|---|---|
| Dec 30, 2024 | 169,491 | 2,613,551 | Jan 1, 2025 – Dec 31, 2026 | Marked CET1 and Cumulative EPS; capital gating at regulatory minimum+buffers | 150% of target shares and vest-date value capped at 2.5× grant-date value | Vest Jan 2027, mandatory 1-year holding, settle Jan 2028 |
Equity Ownership & Alignment
| As-of Date | Common Shares | Options | Total Beneficial Ownership | Other Deferred Shares Owned | Combined Ownership + Other Deferred |
|---|---|---|---|---|---|
| Mar 15, 2024 | 406,499 | 419,467 | 825,966 | 149,337 | 975,303 |
| Mar 21, 2025 | 423,205 | 411,888 | 835,093 | 329,178 | 1,164,271 |
- No individual NEO, including Paine, beneficially owns ≥1% of outstanding shares (executives as a group also <1%) .
- Stock ownership guidelines: Management Committee executives must own ≥3× base salary with post-vesting holding requirements until guidelines are met . Hedging and pledging of Key securities are prohibited under insider trading policy .
Outstanding Equity Awards and Vesting
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Stock Options (Unexercised and Remaining Vesting) | Grant Date | Unexercised Options (Exercisable/Unexercisable) | Exercise Price ($) | Expiration | Remaining Vesting Dates | |------------|-----------------------------------------------|--------------------|------------|-------------------------| | 2/15/2021 | 53,254 / 17,751 | 20.98 | 2/15/2031 | 2/17/2025 | | 2/14/2022 | 21,626 / 21,626 | 28.50 | 2/14/2032 | 2/17/2025, 2/17/2026 | | 2/17/2023 | 14,185 / 42,552 | 21.07 | 2/17/2033 | 2/17/2025, 2/17/2026, 2/17/2027 | | 2/16/2024 | — / 64,139 | 15.48 | 2/16/2034 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 |
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Restricted Stock Units (Outstanding and Remaining Vesting) | Grant Date | RSUs Outstanding | Remaining Vesting Dates | |------------|------------------|-------------------------| | 2/15/2021 | 11,511 | 2/17/2025 | | 2/14/2022 | 17,053 | 2/17/2025, 2/17/2026 | | 2/17/2023 | 31,861 | 2/17/2025, 2/17/2026, 2/17/2027 | | 2/16/2024 | 49,471 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 |
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Cash Performance Shares (Outstanding and Remaining Vesting) | Grant Date | Performance Shares Outstanding | Remaining Vesting Dates | |------------|-------------------------------|-------------------------| | 2/17/2023 | 31,862 (core) | 2/17/2026 | | 2/17/2023 | 10,620 (dividend equivalents) | 2/17/2026 | | 2/16/2024 | 98,941 | 2/17/2027 | | 12/30/2024 | 169,491 (Capital & Earnings award target) | 1/10/2027 (committee certification date) |
2024 Option Exercises and Stock Vested
| Award Type | Date | Shares | Value Realized ($) |
|---|---|---|---|
| Option exercise | 2/17/2024 | 13,307 | 15,170 |
| Option exercise | 2/24/2024 | 21,362 | 105,101 |
| Option exercise | 2/17/2024 | 45,000 | 384,282 |
| 2021 PA vest (paid in cash) | 2/17/2024 | 47,683 | 786,189 |
| RSU vest | 2/24/2024 | 12,118 | 211,052 |
| RSU vest | 2/17/2024 | 9,439 | 153,592 |
| RSU vest | 2/17/2024 | 7,237 | 113,769 |
| RSU vest | 2/17/2024 | 9,400 | 141,704 |
- Note: As of Dec 29, 2023, Paine’s outstanding options were out-of-the-money (exercise prices above market), hence no option value reported in 2023 termination tables .
Deferred Compensation and Pensions
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Nonqualified Deferred Compensation (2024) | Plan | Executive Contributions in Last FY ($) | Aggregate Earnings (Losses) in Last FY ($) | Aggregate Balance at Last FYE ($) | |------|----------------------------------------|-------------------------------------------|-----------------------------------| | Deferred Savings Plan | — | 709,728 | 4,630,841 | | Second Deferred Savings Plan | 273,750 | 194,109 | 1,943,171 | | Long-Term Incentive Deferral Plan | 277,943 | 60,646 | 1,359,740 |
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Pension Benefits (frozen plans; vesting service continues) | Plan | Years of Credited Service | Present Value of Accumulated Benefits ($) | |------|---------------------------|-------------------------------------------| | Consolidated Cash Balance Pension Plan | 16 | 244,900 | | Second Excess Cash Balance Pension Plan | 16 | 559,960 |
Employment Terms
| Scenario | Severance Pay ($) | Annual Incentive | Options | RSUs | Performance Awards | Nonqualified Pension Benefits | Nonqualified Deferred Comp | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Death | — | — | 106,471 | 1,883,621 | 6,057,237 | — | — | 8,047,328 |
| Disability | — | — | 106,471 | 1,883,621 | 6,057,237 | — | — | 8,047,328 |
| Retirement (eligible) | — | — | 22,181 | 823,046 | 1,361,002 | — | — | 2,206,228 |
| Limited Circumstances | 600,000 | — | 106,471 | 1,883,621 | 3,152,161 | — | — | 5,742,252 |
| Change of Control Termination (double-trigger) | 7,535,765 | — | 106,471 | 1,883,621 | 6,057,237 | — | 46,000 | 15,629,093 |
- Program features: double-trigger vesting; no employment agreements; no single-trigger; no tax gross-ups (except relocation for certain hires); clawback (Compensation Recovery Policy) for restatements; hedging/pledging prohibited .
Related Party and Insider Trading Policy
- Immediate family employment: Paine’s son (non-officer) received < $200,000 in 2024; compensation set per ordinary practices, without Paine’s involvement .
- Insider trading policy prohibits hedging, pledging, short sales, and (as disclosed in 2025) Rule 10b5-1 trading plans; pre-clearance required for directors and officers .
Investment Implications
- Pay-for-performance alignment: Paine’s compensation is heavily variable and performance-based, with meaningful sensitivity to financial outcomes and TSR; 2022 LTI paying 0% underscores discipline, while 2021 LTI at 85.8% reflected strong EPS offset by weaker ROTCE and below-peer TSR .
- Retention and selling pressure: 2024 showed sizable option exercises and RSU/PA vesting with realized value, which may create near-term liquidity events; supplemental Capital & Earnings Improvement Awards include strict performance gating, vest in 2027, and require an additional one-year holding, supporting retention and long-term alignment .
- Ownership and risk controls: Ownership guidelines (≥3× salary), post-vesting holding, and prohibition of hedging/pledging reduce misalignment risks; beneficial ownership remains <1% of outstanding shares, limiting direct control but consistent with industry norms .
- Change-of-control economics: Double-trigger severance equals 2× base+target bonus plus benefit continuations; absence of tax gross-ups and single-trigger vesting is shareholder-friendly; capital gating on awards and clawback policy add risk control .