Todd Vasos
Director at KEY
Board
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 .