Ruth Ann Gillis

About Ruth Ann M. Gillis

Independent director of KeyCorp since 2009; age 70. Former EVP & Chief Administrative Officer of Exelon Corporation and President of Exelon Business Services Company; prior roles include Chief Diversity Officer and CFO at Exelon, CFO of the University of Chicago Hospitals and Health System, and senior management/lending roles at First Chicago (1977–1996). Designated “audit committee financial expert” and NACD Board Leadership Fellow since 2017; serves on Board of KeyBank National Association. Other public boards: Voya Financial (since 2015) and Snap‑on Incorporated (since 2014).

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Audit met 14 times in 2024; Audit members are independent and financially literate; Gillis and the Chair (Hipple) are designated audit committee financial experts.
• Prior committee exposure: Previously served on Technology Committee until July 1, 2024, reflecting oversight of technology and cybersecurity topics.
• Independence: Board determined all directors other than the CEO (Gorman) are independent under NYSE and Key standards; independence reviewed annually against standards and related‑party policy.
• Engagement and attendance: Board held seven meetings in 2024; independent directors met in executive session at every regular meeting; average director attendance ~98%; no director attended fewer than 75%; all nominees attended the 2024 Annual Meeting.
• Board leadership: Independent Lead Director Alexander M. Cutler; standing committees consist solely of independent directors.

Fixed Compensation

Notes:

• Cash fees reflect base retainer plus Audit Committee member fee; footnotes list Gillis as an Audit Committee member in 2024.
• Director program structure (not individual): 2024 cash retainer $100,000 and deferred share award $140,000; 2025 cash retainer $105,000 and deferred share award $145,000. Additional retainers: Lead Director $45,000 (2024)/$50,000 (2025); Audit Chair $40,000; Audit/Risk member $15,000; extraordinary service retainer $15,000 (as applicable).

Performance Compensation

• Equity vehicle and vesting: Non‑employee directors receive annual awards of deferred shares (RSUs) under the Directors’ Deferred Share Sub‑Plan with a minimum three‑year deferral; on distribution, 50% in common shares and 50% in cash based on share value at the earlier of the end of deferral or separation; further deferral (optional) results in 100% share settlement. Awards are described as deferred shares (fully vested deferred RSUs), not performance‑conditioned.

Performance Metric Framework for Director Equity

Other Directorships & Interlocks

• Related‑party/ordinary course: The Board reviewed director relationships; transactions (including ordinary‑course banking/credit/wealth management) were on market terms, compliant with Regulation O, immaterial, and did not impair independence. No transactions exceeded 1% of consolidated gross revenue of either party in the last three fiscal years.
• Policy oversight: Related‑party transactions are governed by a formal Board policy administered by the Nominating & Corporate Governance Committee; ordinary‑course derivatives with Scotiabank (a significant holder) noted and monitored under Regulation O.

Expertise & Qualifications

• Extensive finance, banking, risk management, financial reporting, operations and technology, human capital, and regulatory expertise in complex, highly regulated industries.
• Audit Committee Financial Expert (SEC definition) and NACD Board Leadership Fellow (since 2017).

Equity Ownership

Alignment policies and safeguards:

• Director/Officer stock ownership guidelines: Non‑employee directors must hold equity equal to at least 5× the annual cash retainer within five years and hold at least 1,000 directly‑owned shares.
• Hedging and pledging prohibitions: Directors, officers, and employees are prohibited from hedging and pledging KeyCorp securities; short sales and derivatives are also prohibited.
• Deferred share distribution mechanics and voting: Deferred shares are non‑voting until distributed; further deferrals are paid entirely in common shares at the elected date.

Governance Assessment

Strengths supporting investor confidence

• Deep financial, risk, and regulatory expertise; designated audit committee financial expert on a high‑activity Audit Committee (14 meetings in 2024).
• Independence affirmed; Board maintains independent committee structures and robust executive‑session cadence; strong attendance (avg. ~98%) and annual meeting participation.
• Director compensation balanced toward equity via deferred shares and multi‑year deferral, enhancing alignment; ownership guidelines plus strict hedging/pledging bans support “skin in the game.”
• Ongoing board refreshment (median tenure eight years; six new directors since 2020) with an independent Lead Director framework.

Watch‑items / potential red flags

• Tenure since 2009 indicates long service; while mitigated by active refreshment and independent oversight, some investors scrutinize extended tenure for independence perceptions.
• Director pay levels increased modestly for 2025 (base/deferred shares +$5,000 each; Lead Director +$5,000); still retainer‑based and largely equity‑aligned, but continued monitoring of pay inflation is prudent.
• No director‑specific related‑party issues disclosed; ordinary‑course banking/credit relationships and Scotiabank derivatives were on market terms and compliant—continue to monitor given large shareholder relationships.

Say‑on‑Pay context (broader governance signal)

• KeyCorp’s executive say‑on‑pay support averaged 92% over five years (90% in 2024), indicating generally strong shareholder alignment on compensation philosophy and oversight.