Todd Vasos
KEYCORP /NEW/About Todd J. Vasos
Todd J. Vasos (age 63) has served as an independent director of KeyCorp since 2020. He is Chair of the Compensation & Organization Committee (since July 1, 2024) and serves on the Executive Committee and the Nominating & Corporate Governance Committee. Vasos is Chief Executive Officer of Dollar General Corporation (CEO 2015–2022; returned as CEO in October 2023 after serving as Senior Business Advisor), bringing deep operating and merchandising expertise from large-scale retail and pharmacy chains . The Board has determined he is independent under NYSE standards and KeyCorp’s independence policies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dollar General Corporation | Chief Executive Officer | 2015–2022; Oct 2023–present | Led profitable growth; digital transformation and people-centric execution cited as qualifications . |
| Dollar General Corporation | Senior Business Advisor (post-CEO) | Nov 2022–Oct 2023 | Advisory role following initial CEO retirement . |
| Dollar General Corporation | Chief Operating Officer | 2013–2015 | Oversight of operations . |
| Dollar General Corporation | EVP, Division President & Chief Merchandising Officer | 2008–2013 | Merchandising and division leadership . |
| Longs Drug Stores; Phar-Mor; Eckerd | Executive/leadership roles | Longs: ~7 years; earlier at Phar-Mor & Eckerd | Retail pharmacy and store operations leadership background . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dollar General Corporation | Director | Since 2015 | Public company directorship . |
| Retail Industry Leaders Association | Director | Not disclosed | Industry association board role . |
Board Governance
- Committee assignments (current): Chair, Compensation & Organization; Member, Executive; Member, Nominating & Corporate Governance .
- Independence: Board determined Vasos (and all directors other than the CEO) are independent; committee membership also meets heightened NYSE standards .
- Attendance and engagement: Board met 7 times in 2024; average director attendance ~98%; no director under 75%; independent directors met in executive session at every regular Board meeting .
- Committee activity levels (2024): shows active cadence.
| Body | 2024 Meetings |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 14 |
| Compensation & Organization Committee | 8 |
| Nominating & Corporate Governance Committee | 6 |
| Risk Committee | 13 |
| Technology Committee | 5 |
- Lead Independent Director: Alexander M. Cutler; robust independent leadership practices detailed (agenda approval, executive sessions, shareholder engagement) .
Fixed Compensation
| Component (2024) | Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $112,500 | 2024 Director Compensation Table (includes chair fees prorated for Jan–Jun (Snyder) and Jul–Dec (Vasos) and applicable committee/member retainers) . |
| Stock Awards (Deferred Shares) | $139,987 | Annual grant of 9,283 fully vested deferred shares on May 9, 2024; paid 50% in shares/50% in cash at 3-year anniversary unless further deferred . |
| Total | $252,487 | Sum as reported . |
Director pay program levels (for context and 2025 changes):
| Annual Compensation Element | 2024 ($) | 2025 ($) |
|---|---|---|
| Cash Retainer | 100,000 | 105,000 |
| Deferred Share Award | 140,000 | 145,000 |
| Lead Director Retainer | 45,000 | 50,000 |
| Audit Committee Chair | 40,000 | 40,000 |
| Risk Committee Chair | 40,000 | 40,000 |
| Compensation & Organization Committee Chair | 25,000 | 25,000 |
| Technology Committee Chair | 25,000 | 25,000 |
| Nominating & Corp. Gov. Chair | 25,000 | 25,000 |
| Audit Committee Member | 15,000 | 15,000 |
| Risk Committee Member | 15,000 | 15,000 |
| Extraordinary Service Retainer | 15,000 | 15,000 |
- Structure details: Directors may defer cash retainer into deferred shares; each equity grant has a minimum 3-year deferral; payout 50% in shares/50% in cash at end of deferral unless further deferred (then 100% in shares) .
Performance Compensation
| Performance Element | Applies to Non-Employee Directors? | Details |
|---|---|---|
| Performance-based metrics (e.g., TSR, EPS) | No | Director equity is delivered as fully vested deferred shares subject to time-based deferral and payout mechanics; no performance conditions disclosed for director awards . |
Note: As Compensation & Organization Committee Chair, Vasos oversaw 2024/2025 executive pay actions, including one-time Capital & Earnings Improvement Awards tied to Marked CET1 and Cumulative EPS (2-year performance period 2025–2026; 0–150% payout; 2.5x vesting value cap; double-trigger CoC protection), aligning incentives with the Scotiabank strategic minority investment . This is an executive program, not director pay.
Other Directorships & Interlocks
| Company | Role | Since | Interlocks/Notes |
|---|---|---|---|
| Dollar General Corporation | Director | 2015 | No compensation committee interlocks in 2024; committee members (incl. Vasos as Chair from July 1, 2024) were independent; no insider participation; no interlocks disclosed . |
Expertise & Qualifications
- Proven track record leading a Fortune 200 retailer through profitable growth, digital transformation, and large-scale operations, including merchandising, supply chain, marketing, and store development .
- As C&O Committee Chair: responsibilities include CEO/NEO goal-setting and pay decisions, clawback enforcement, share ownership compliance, succession planning oversight, and independent advisor oversight .
- Governance practices supported by independent consultant usage (CAP) for benchmarking director pay; C&O also retains independent advisors for executive comp .
Equity Ownership
| Measure (as of Mar 21, 2025 unless noted) | Shares/Units | Notes |
|---|---|---|
| Common Shares | 25,529 | Beneficial ownership table . |
| Options (exercisable within 60 days) | — | None reported . |
| Deferred Shares (payable within 60 days) | — | None reported as payable within 60 days . |
| Total Beneficial Ownership | 25,529 | As reported; % of outstanding not listed (<1%) . |
| Other Deferred Shares Owned | 56,634 | Further-deferred awards payable beyond 60 days . |
| Combined Beneficial + Other Deferred | 82,163 | Sum, as reported . |
| Outstanding Stock Awards (payable in common shares) as of Dec 31, 2024 | 61,971 | Outstanding director stock awards table . |
Policies affecting alignment and risk:
- Hedging and pledging prohibited for directors; 10b5-1 trading plans not permitted; preclearance required for director transactions .
- Director equity awards are deferred; at standard 3-year deferral, 50% paid in shares and 50% in cash, unless further deferred (100% in shares) .
Governance Assessment
Strengths and signals supporting investor confidence:
- Independence and workload: Independent director; no RPTs impairing independence; Board found all director-related relationships ordinary course and immaterial; no transactions >1% of revenues in last three years .
- Committee leadership: Chairs C&O Committee with clear remit over pay philosophy, clawbacks, ownership guidelines, and advisor independence; all members meet heightened NYSE independence standards .
- Engagement: Strong attendance culture (98% average; no director <75%); frequent executive sessions; robust committee cadence .
- Pay alignment: Director pay includes meaningful equity via deferred shares; program adjusted modestly for 2025 (+$5k cash and equity retainers), benchmarked with CAP; supports alignment without performance gaming .
- Risk governance in pay: As C&O Chair, oversight of performance-conditioned executive awards linked to capital and EPS goals tied to the Scotiabank transaction, with value caps and double-trigger protections—indicative of disciplined pay-for-performance design .
Watch items:
- External CEO role implies significant time demands; however, no Key-specific attendance or interlock concerns disclosed for 2024 and independence maintained .
RED FLAGS: None disclosed regarding hedging/pledging, pledging of shares, related-party transactions, or committee interlocks; insider policies explicitly prohibit hedging/pledging and option repricing .