Somesh Khanna
Director at KEY
Board
About Somesh Khanna
Somesh Khanna, 60, is an independent director of KeyCorp, appointed on December 27, 2024 pursuant to Scotiabank’s director designation rights; he serves on the Board’s Risk Committee and is standing for election at the 2025 annual meeting . He is Co-Executive Chairman of Apexon, Inc. (since June 2024) and previously co-led McKinsey & Company’s Global Banking & Securities Practice and McKinsey Digital for Financial Services; earlier, he served as CEO of a digital business at eCredit . Khanna holds a B.Tech. in Chemical Engineering (IIT Delhi), a PGDM (IIM Calcutta), and an MBA (Kellogg/Northwestern) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Co-Leader, Global Banking & Securities Practice | 2018–2023 | Led McKinsey’s largest global practice serving banking, insurance, and private equity clients |
| McKinsey & Company | Leader, McKinsey Digital for Financial Services (Global) | 2014–2018 | Drove productivity transformation, digital strategy, and risk management for banks/insurers |
| McKinsey & Company | Client Service Team Leader | 2007–2024 | Led major client service teams across financial services |
| McKinsey & Company | Office/Practice Leadership | NY Office Lead (2011–2012); Property & Casualty Insurance Practice Lead (2009–2011) | 2009–2012 |
| eCredit | Chief Executive Officer (digital business) | Pre-2000 | Led a provider of online solutions for credit and collections professionals |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apexon, Inc. | Co-Executive Chairman | Jun 2024–present | Oversees digital-first technology services; business transformation focus |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director; all standing committees composed solely of independent directors |
| Committee assignments | Risk Committee member; appointment effective Dec 27, 2024 |
| Committee chair roles | None disclosed for Khanna |
| Years of service | Appointed Dec 27, 2024; term through 2025 annual meeting |
| Board/Committee meetings (2024) | Board: 7; Audit: 14; Risk: 13; C&O: 8; NCGC: 6; Technology: 5 |
| Attendance | Directors averaged ~98% attendance in 2024; no director <75% of applicable meetings |
| Lead Independent Director | Alexander M. Cutler |
| Scotiabank designation framework | Scotiabank can designate two directors (one Scotiabank officer, one third-party reasonably acceptable to Key); each must be NYSE‑independent; Scotiabank directors must sit on different committees and cannot exceed 25% of any committee |
Fixed Compensation
| Year/Element | Cash Retainer ($) | Committee Member Fees ($) | Committee Chair Fees ($) | Lead Director ($) | Notes |
|---|---|---|---|---|---|
| 2024 Actual (Khanna) | — | — | — | — | Appointed 12/27/2024; “neither received any fees for their brief service” |
| 2025 Program | 105,000 | Risk Committee Member: 15,000 | Audit Chair: 40,000; Risk Chair: 40,000; C&O Chair: 25,000; Tech Chair: 25,000; NCGC Chair: 25,000 | 50,000 | Standard non‑employee director program amounts approved for 2025 |
| Appointment 8‑K terms | Standard cash retainer; additional cash retainer for Risk Committee service | — | — | — | 8‑K confirms standard program + additional retainer due to Risk Committee |
Performance Compensation
| Element | 2024 Directors’ Equity | 2025 Directors’ Equity | Vesting/Deferral | Payout Form | Performance Metrics |
|---|---|---|---|---|---|
| Deferred share award (RSU-equivalent) | $140,000 grant on May 9, 2024 to directors then serving (9,283 fully vested deferred shares); Khanna did not receive due to Dec 27 appointment | $145,000 annual deferred share award for 2025 | Minimum 3-year deferral; accelerated upon Board separation | 50% in shares and 50% in cash at end of deferral; further deferral option pays 100% in shares | None; non‑employee director equity is not performance‑conditioned |
Note: Directors may also elect to defer cash retainers into deferred shares under the Directors’ Deferred Share Sub‑Plan .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Relevance |
|---|---|---|
| None disclosed | — | The proxy statement does not list any other current public company directorships for Khanna |
- Scotiabank designation interlock: Khanna is the “third party reasonably acceptable to KeyCorp” designated under Scotiabank’s rights; safeguards include NYSE independence requirements, separate committee assignments for Scotiabank designees, and a ≤25% cap per committee .
Expertise & Qualifications
- Deep financial services expertise spanning banking, insurance, and private equity; led McKinsey’s largest global practice and McKinsey Digital for Financial Services .
- Digital transformation, risk management, operations, technology, sales/marketing focus for financial institutions .
- Executive leadership experience at Apexon; prior CEO experience at eCredit .
- Education: IIT Delhi (B.Tech.), IIM Calcutta (PGDM), Kellogg/Northwestern (MBA) .
Equity Ownership
| As of Record Date (Mar 21, 2025) | Common Shares | Options (exercisable ≤60 days) | Deferred Shares (payable ≤60 days) | Total Beneficial Ownership | % of Outstanding | Other Deferred Shares Owned |
|---|---|---|---|---|---|---|
| Somesh Khanna | — | — | — | — | — | — |
- Director stock ownership guideline: Within five years of initial election, each non‑employee director should own Key equity equal to ≥5× the annual retainer and at least 1,000 directly owned shares; new directors have a five‑year compliance window .
Governance Assessment
-
Strengths
- Independence affirmed and service on the Risk Committee aligns with his financial-services risk and digital background; Risk Committee met 13 times in 2024, highlighting active oversight cadence .
- Strong attendance culture at the Board level (~98% in 2024; no director <75%), with independent director executive sessions at every regular meeting, supporting robust oversight .
- Compensation structure emphasizes equity via deferred shares, aligning director interests with shareholders; optional deferral features further promote long-term alignment .
-
Potential conflicts and mitigants
- Scotiabank designation could create a perception of influence; mitigated by NYSE independence requirements, limits prohibiting both Scotiabank designees from serving on the same standing committee, and a hard cap of 25% presence on any committee .
- Related‑party transactions: The 8‑K states no Item 404(a) related‑party disclosures for Khanna (or Allard), reducing conflict risk .
-
Alignment and incentives
- As a late‑2024 appointee, Khanna had no 2024 director fees/equity; under the 2025 program he is eligible for a $105k cash retainer, $145k deferred share award, and a $15k Risk Committee member retainer, building equity alignment over time .
- Ownership currently shows no beneficial holdings as of March 21, 2025; however, guidelines require 5× retainer ownership within five years, providing a clear path to alignment .
-
Overall view
- Khanna brings relevant financial-services and digital transformation expertise to a risk‑heavy committee, with structural safeguards addressing Scotiabank‑related interlock concerns and a compensation framework that should build alignment over his initial five‑year window .