Richard Tobin
Director at KEY
Board
About Richard J. Tobin
Independent director of KeyCorp since 2021; age 61. Current committee memberships: Audit and Technology. Tobin is Chairman, President, and CEO of Dover Corporation (director since 2016), and previously served as CEO and director of CNH Industrial N.V.; earlier roles include Group COO of Fiat Industrial S.p.A., President/CEO and CFO of CNH Global N.V., and CFO & Head of IT at SGS S.A. He is a director of the National Association of Manufacturers and Shedd Aquarium, with deep credentials in international management, GAAP/IFRS finance, capital markets, and IT/cybersecurity.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNH Industrial N.V. | Chief Executive Officer and Director | 2013–2018 | Supervised one of North America’s largest captive banks; capital markets experience. |
| Fiat Industrial S.p.A. | Group Chief Operating Officer | 2012 | Operational leadership through integration period. |
| CNH Global N.V. | President & Chief Executive Officer | 2012 | Led global equipment/services business; prior CFO. |
| CNH Global N.V. | Chief Financial Officer | ~2010–2012 | Extensive IFRS/GAAP experience. |
| SGS S.A. | Chief Financial Officer & Head of Information Technology | 2004–2010 | Financial leadership plus IT/cybersecurity oversight. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dover Corporation | Chairman, President & CEO; Director | CEO since May 2018; Director since 2016 | Public-company leadership; operational/financial expertise. |
| National Association of Manufacturers | Director | N/A | Industry advocacy; policy insight. |
| Shedd Aquarium | Director | N/A | Non-profit governance. |
Board Governance
- Independence: Tobin is an independent director under NYSE and KeyCorp standards; all standing Board committees consist solely of independent directors.
- Committees and 2024 meeting cadence:
- Audit: Member (appointed effective July 1, 2024); 14 meetings in 2024; committee members are independent and financially literate; Audit Committee financial experts designated are Hipple and Gillis.
- Technology: Member; 5 meetings in 2024.
- Compensation & Organization: Previously served as a member until July 1, 2024; committee held 8 meetings in 2024 and all members are independent.
- Attendance: Board held seven meetings; independent directors met in executive session at every regular meeting; directors averaged ~98% attendance; no director attended less than 75% of Board and committee meetings.
| Committee | Role | Meetings in 2024 | Independence/Skills |
|---|---|---|---|
| Audit | Member | 14 | Independent; financially literate. |
| Technology | Member | 5 | Independent; oversees tech strategy/cybersecurity. |
| Compensation & Organization | Member until July 1, 2024 | 8 | Independent; oversees exec pay/clawbacks/ownership guidelines. |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 107,500 | Includes fees for Audit Committee member service (July–December 2024). |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting/Payment | Performance Metrics |
|---|---|---|---|---|---|
| Fully vested deferred shares (Director equity) | May 9, 2024 | 9,283 | 139,987 | Payable on 3rd anniversary: 50% in shares, 50% in cash unless further deferred (then payable entirely in shares). | None; director awards not performance-conditioned. |
Compensation Committee governance notes: Members (including Tobin until July 1, 2024) were independent; no related party transactions requiring disclosure in 2024; independent consultant usage; clawback enforcement.
Other Directorships & Interlocks
| Company | Sector | Role | Since | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Dover Corporation | Industrials | Chairman, President & CEO; Director | Director since 2016; CEO since May 2018 | No related-person transactions disclosed for Compensation Committee members in 2024. |
| National Association of Manufacturers | Non-profit/Industry Association | Director | N/A | None disclosed. |
| Shedd Aquarium | Non-profit | Director | N/A | None disclosed. |
Expertise & Qualifications
- 30+ years in international management and finance; CEO experience at two public companies.
- Extensive GAAP/IFRS experience; capital markets background; supervised captive bank operations.
- Robust IT and cybersecurity understanding from prior CFO/Head of IT role.
- Financial literacy and committee experience suited to bank oversight.
Equity Ownership
| As of Record Date (March 21, 2025) | Common Shares | Options (exercisable ≤60 days) | Deferred Shares (vesting ≤60 days) | Total Beneficial Ownership | Other Deferred Shares Owned | Combined Beneficial + Other Deferred |
|---|---|---|---|---|---|---|
| Richard J. Tobin | — | — | — | — | 58,819 | 58,819 |
| Outstanding Stock Awards Payable in Common Shares (as of Dec 31, 2024) | Amount |
|---|---|
| Richard J. Tobin | 57,830 |
- Stock ownership guidelines: Non-employee directors must own KeyCorp equity worth ≥5× the annual retainer, including at least 1,000 directly owned shares, by the fifth anniversary of initial election. Tobin was elected in 2021; as of March 21, 2025, he reported zero directly owned common shares, making guideline compliance a watch item ahead of his 2026 deadline.
- Hedging and pledging: Prohibited for directors under Insider Trading Policy (no hedging/pledging of KeyCorp securities).
Governance Assessment
- Board effectiveness: Tobin adds CEO-level operating rigor, IFRS/GAAP fluency, and tech/cyber oversight, aligned with Audit and Technology committee needs at a regulated financial institution. Attendance culture is strong (~98% average), and independent-only committees support robust oversight.
- Alignment and incentives: Director pay mix blends cash fees ($107,500) and equity via fully vested deferred shares ($139,987; 9,283 units), with 3-year deferral mechanics enhancing long-term orientation; clawbacks and ownership guidelines bolster alignment.
- Conflicts/related-party risk: No related-person transactions disclosed for Compensation Committee members in 2024 while Tobin served; hedging/pledging bans reduce misalignment risk.
- RED FLAGS
- Zero directly owned common shares as of March 21, 2025; directors must hold at least 1,000 directly owned shares by year five—monitor for guideline compliance by 2026.
- Multiple significant external commitments (CEO of Dover), which can pose time-allocation risks; mitigated by strong Board attendance norms and committee cadence.
Overall, Tobin’s financial, operational, and technology credentials are well-matched to KEY’s risk and audit oversight. The primary investor watch item is direct-share ownership compliance ahead of the five-year deadline; otherwise, independence, attendance norms, and lack of related-party exposures support investor confidence.