Richard Hipple
Director at KEY
Board
About Richard J. Hipple
Independent director at KeyCorp since 2012; age 72. Former Executive Chairman, Chairman & CEO, and President of Materion Corporation; 26-year steel industry career across engineering, operations, sales/marketing, and executive management. Serves as Chair of KeyCorp’s Audit Committee and sits on the Executive and Nominating & Corporate Governance Committees; designated an SEC “audit committee financial expert.” Trustee of the Cleveland Institute of Music; member of KeyBank National Association’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Materion Corporation | Executive Chairman; Chairman & CEO; President | 2005–2017 | Led global advanced materials company; oversight and management of financial risks; deep governance experience |
| Steel Industry (various) | Project Engineer; Strategic Planning; Supply Chain; Operations; Sales & Marketing; Exec Mgmt | 26 years | Broad operational and financial risk oversight experience |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Luxfer Holdings PLC | Director | 2018–Present | Chair of compensation committee (noted in KEY bio) |
| Barnes Group Inc. | Director; Chairman (noted) | 2017–Present | Board leadership; governance |
| Ferro Corporation | Director; Lead Director; Compensation Committee Chair | 2007–2018 | Compensation leadership and governance |
| Materion Corporation | Chairman & CEO; President | 2006–2017 | Led enterprise; risk oversight |
Board Governance
- Committee assignments: Audit (Chair); Executive; Nominating & Corporate Governance .
- Independence: Board determined Hipple and all non-management directors are independent under NYSE and KeyCorp standards .
- Attendance: Board held 7 meetings in 2024; directors averaged ~98% attendance; no director <75% across Board and committee meetings; independent directors met in executive session at every regular Board meeting .
- Committee activity: Audit met 14x; Risk 13x; Compensation & Organization 8x; Nominating & Corporate Governance 6x; Technology 5x in 2024 .
Fixed Compensation
| Element | 2024 Amount | Details |
|---|---|---|
| Cash Retainer | $100,000 | Base director cash retainer |
| Audit Committee Chair Fee | $40,000 | Paid to Audit Chair |
| Committee Member Fees | $15,000 | Per Audit Committee member; $15,000 per Risk member |
| Extraordinary Service Retainer | $15,000 | Paid in 2024 to Hipple for extraordinary service |
| Deferred Share Award (RSUs) | $140,000 | 9,283 fully vested deferred shares granted May 9, 2024; 50% payable in shares, 50% cash at 3-year anniversary unless further deferred |
Direct 2024 Director Compensation (individual):
| Name | Fees Earned/Paid (Cash) | Stock Awards | Total |
|---|---|---|---|
| Richard J. Hipple | $155,000 | $139,987 | $294,987 |
2025 program changes: base cash retainer to $105,000; deferred share award to $145,000; Lead Director retainer to $50,000 (committee chair fees unchanged) .
Performance Compensation
- Directors do not receive performance-tied pay; equity is granted as deferred shares with time-based deferral. 2024 grant: 9,283 deferred shares (fully vested on grant, subject to deferral mechanics); payable 50% in shares/50% in cash after 3 years unless further deferred (then 100% in shares at elected date) .
| Metric | Plan Feature | 2024 Grant Terms |
|---|---|---|
| Performance Metrics | None (director pay not performance-based) | N/A |
| Deferral | Minimum 3-year deferral; further deferral optional | 50% shares/50% cash at end of deferral; 100% shares if further deferred |
| Grant Date | May 9, 2024 | 9,283 deferred shares; $140,000 FV |
Other Directorships & Interlocks
- Current public boards: Luxfer Holdings PLC; Barnes Group Inc. .
- Prior public boards: Ferro Corporation; Materion Corporation .
- No disclosed related-party transactions exceeding 1% of consolidated gross revenue with any director-affiliated entities over last three fiscal years; ordinary-course banking and services permitted under Regulation O and policies .
Expertise & Qualifications
- Audit committee financial expert under SEC rules .
- Extensive global operations, risk management, finance and governance experience from Materion, Ferro, Barnes, Luxfer .
Equity Ownership
As of March 21, 2025:
| Holder | Common Shares | Deferred Shares (payable within 60 days) | Total Beneficial Ownership | % of Shares Outstanding | Other Deferred Shares Owned |
|---|---|---|---|---|---|
| Richard J. Hipple | 87,106 | 17,867 | 104,973 | ~0.0096% | — |
- Shares outstanding on record date: 1,095,717,222 (used for % calc) .
- Outstanding stock awards payable in common shares at 12/31/2024: 17,637 for Hipple (director-level outstanding awards snapshot) .
- Ownership guidelines: non-employee directors must hold ≥5x annual retainer value and ≥1,000 directly owned shares within 5 years of Board election .
Policies enhancing alignment:
- Hedging and pledging of KeyCorp securities prohibited for directors and employees; 10b5-1 trading plans not permitted for employees; pre-clearance required for director transactions .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay results: For 570,696,333; Against 332,498,701; Abstain 2,099,656; Broker non-vote 84,541,479. Approval ≈ 63.0% (FOR ÷ total votes cast excluding broker non-votes), indicating notable shareholder scrutiny of executive pay .
- 2025 Director election (Hipple): For 868,184,605; Against 36,301,351; Abstain 808,533; Broker non-vote 84,541,479 (majority support) .
- Board reports active engagement and governance practice enhancements (special meeting threshold, proxy access, Lead Director responsibilities, political spending disclosure, ESG reporting) .
Related Party Transactions (Conflicts Review)
- Ordinary-course banking/credit/wealth services to directors/family entities on market terms; Regulation O compliance; Board approvals for >$500,000 extensions of credit. No heightened collectability risks disclosed .
- 2024 derivatives transactions with Scotiabank made on market terms; Regulation O monitoring .
- No transactions with director-affiliated entities exceeding 1% of consolidated gross revenue; independence affirmed .
Governance Assessment
- Strengths: Long-tenured independent Audit Committee Chair with SEC financial expert designation; strong committee workload signaling deep oversight; clear prohibition on hedging/pledging; robust director ownership guidelines; high Board/committee attendance; majority support in election .
- Alignment: Owns 87,106 common shares plus deferred shares; complies with equity-oriented structure via deferred RSUs; director pay mix balanced between fixed cash and equity deferral .
- Watch items: 2025 say-on-pay approval ~63% suggests investor concerns about executive compensation design; continued vigilance warranted on compensation-risk alignment and responsiveness to shareholder feedback .