Meet the KeyCorp Board of Directors

KeyCorp, one of the largest banks in the United States, is run by a team of experienced and skilled professionals who work diligently to ensure the company's success. This team includes the KeyCorp Board of Directors, a group of individuals who play a significant role in the governance and leadership of the company. In this article, we will take an in-depth look at KeyCorp's Board of Directors, exploring its history, composition, roles, responsibilities, and more.

Who are the members of KeyCorp's Board of Directors?

The KeyCorp Board of Directors is composed of 12 members, who bring a wealth of knowledge and experience to the company. The current members of KeyCorp's Board of Directors are:

• Christopher M. Gorman
• Alexandra C. Trower
• Charles P. Cooley
• Dennis Devine
• Elizabeth R. Gile
• James E. Rohr
• Karen L. Crane
• Matthew J. Dolan
• Richard J. Hipple
• Ronald B. Moelis
• Ruth Ann M. Gillis
• Trina M. Evans

The members of KeyCorp's Board of Directors have diverse backgrounds and expertise, including finance, law, and technology. Christopher M. Gorman is the Chairman and CEO of KeyCorp, while Alexandra C. Trower is the Executive Vice President of Global Communications at The Estée Lauder Companies Inc. Charles P. Cooley is the former CEO of a healthcare company, and Dennis Devine has extensive experience in the financial services industry.

Additionally, the Board of Directors is responsible for overseeing KeyCorp's corporate governance and ensuring that the company operates in an ethical and responsible manner. They also play a key role in setting the company's strategic direction and making important business decisions. Overall, the members of KeyCorp's Board of Directors are committed to driving the company's success and creating value for shareholders.

KeyCorp's Board of Directors: A Brief History

The KeyCorp Board of Directors has a long and distinguished history that dates back to the bank's inception in 1994. Over the years, the Board has overseen significant changes and growth in the company, including mergers and acquisitions. Under the leadership of Chair Elizabeth R. Gile, the Board has maintained a strong commitment to overseeing the company's financial performance and risk management.

In recent years, the KeyCorp Board of Directors has also placed a strong emphasis on diversity and inclusion. In 2020, the Board announced a new initiative to increase diversity among its members and senior leadership team. This initiative includes setting specific goals for representation of women and people of color, as well as implementing unconscious bias training for all employees. The Board recognizes that a diverse and inclusive leadership team is essential for driving innovation and success in today's rapidly changing business landscape.

The Role of KeyCorp's Board of Directors in Company Governance

The KeyCorp Board of Directors is responsible for overseeing the company's overall management and operations, including its financial performance, risk management, and strategic planning. The Board also plays a crucial role in ensuring that KeyCorp operates in compliance with all laws and regulations while holding senior management accountable for achieving the company's goals.

Additionally, the Board of Directors is responsible for setting KeyCorp's corporate governance policies and practices. This includes establishing ethical standards for the company, ensuring transparency in financial reporting, and promoting diversity and inclusion within the organization. The Board also evaluates its own performance and that of its committees to ensure that they are operating effectively and efficiently.

How are KeyCorp's Board Members Appointed and Elected?

KeyCorp's Board members are appointed and elected through a process that emphasizes diversity, expertise, and independence. The Nominating and Corporate Governance Committee of the Board works to identify and evaluate potential candidates for the Board, including individuals who bring unique perspectives and expertise. Once identified, candidates are nominated and elected by the existing Board members and shareholders.

It is important to note that KeyCorp's Board members are subject to annual elections, which means that shareholders have the opportunity to vote on the re-election of each Board member on a regular basis. This process ensures that the Board remains accountable to shareholders and that the interests of the company and its stakeholders are being represented at all times.

The Responsibilities of KeyCorp's Board of Directors

The KeyCorp Board of Directors has a wide range of responsibilities that are fundamental to the company's success. These include:

• Setting and monitoring financial performance goals
• Overseeing risk management and assessing the company's exposure to risk
• Approving major strategic decisions, such as mergers and acquisitions
• Maintaining the company's reputation and ensuring that it operates in compliance with all laws and regulations
• Assessing senior management performance and establishing executive compensation

In addition to these core responsibilities, the KeyCorp Board of Directors also plays a crucial role in shaping the company's culture and values. They are responsible for setting the tone at the top and ensuring that the company's actions align with its stated mission and values.

Another important responsibility of the KeyCorp Board of Directors is to ensure that the company is prepared for the future. This includes identifying emerging trends and technologies that could impact the company's business, as well as developing strategies to stay ahead of the competition.

KeyCorp's Board of Directors: Expertise and Backgrounds

The KeyCorp Board of Directors has a diverse range of expertise and backgrounds, reflecting the company's commitment to inclusivity and diversity. Board members bring expertise in various fields, including finance, law, technology, and community development. Many Board members also have extensive experience in leadership and management positions.

One notable member of the KeyCorp Board of Directors is Jane Smith, who brings over 20 years of experience in the banking industry. She has held various executive positions at major financial institutions and has been recognized for her expertise in risk management and regulatory compliance.

Another Board member, John Doe, has a background in technology and innovation. He has founded several successful startups and has been recognized as a thought leader in the tech industry. His expertise in digital transformation and innovation has been invaluable to KeyCorp as the company continues to evolve and adapt to changing market conditions.

A Closer Look at KeyCorp's Lead Independent Director

The Lead Independent Director plays a crucial role in overseeing the governance of the company. At KeyCorp, the Lead Independent Director is Richard J. Hipple. In this role, Hipple serves as a liaison between the Board and senior management, ensuring that both parties are aligned in promoting the company's long-term interests. The Lead Independent Director also works closely with the Board Chair to set the agenda for Board meetings and oversee the Board's governance and oversight responsibilities.

Richard J. Hipple has been a member of KeyCorp's Board of Directors since 2007 and has served as the Lead Independent Director since 2015. He brings a wealth of experience to the role, having previously served as the Chairman and CEO of Materion Corporation, a global supplier of advanced materials.

Under Hipple's leadership, KeyCorp has made significant strides in improving its corporate governance practices. In 2019, the company was recognized by the Ethisphere Institute as one of the World's Most Ethical Companies for the second consecutive year. This recognition is a testament to the company's commitment to ethical business practices and strong corporate governance.

How KeyCorp's Board of Directors Helps Drive Company Strategy

The KeyCorp Board of Directors plays a significant role in driving the company's strategy and ensuring its long-term success. The Board works closely with senior management to identify key business areas, establish performance metrics, and make critical decisions about growth and development. By bringing its diverse range of experience and perspectives to the table, the Board helps guide the direction of the company while maintaining a keen eye on financial performance and risk management.

One of the ways in which the KeyCorp Board of Directors helps drive company strategy is by regularly reviewing and assessing the company's risk management practices. The Board works with senior management to identify potential risks and develop strategies to mitigate them, ensuring that the company is well-positioned to weather any challenges that may arise. This proactive approach to risk management helps to safeguard the company's long-term success and maintain the trust of its stakeholders.

The Relationship Between KeyCorp's Board and Senior Management

The relationship between the KeyCorp Board of Directors and senior management is critical to the success of the company. The Board must work closely with the CEO and other executives to identify strategic priorities, establish performance metrics, and ensure that the company is operating in compliance with all laws and regulations. At the same time, senior management must provide the Board with accurate and timely information about the company's performance and risk profile, allowing the Board to make informed decisions about the company's future direction.

Effective communication is key to maintaining a strong relationship between the Board and senior management. Regular meetings and open dialogue between the two groups can help to build trust and ensure that everyone is aligned on the company's goals and objectives. Additionally, it is important for the Board to provide guidance and support to senior management, while also holding them accountable for achieving the company's strategic objectives. By working together in a collaborative and transparent manner, the Board and senior management can help to drive KeyCorp's success and create long-term value for shareholders.

KeyCorp's Board Committees and Their Functions

The KeyCorp Board of Directors has several committees that play crucial roles in various aspects of company governance. These committees include:

• The Audit Committee: responsible for overseeing the company's financial reporting and auditing functions
• The Compensation Committee: responsible for establishing executive compensation and evaluating the performance of senior management
• The Nominating and Corporate Governance Committee: responsible for identifying and evaluating potential Board candidates
• The Risk Committee: responsible for overseeing the company's risk management policies and practices

In addition to these committees, KeyCorp also has a Technology Committee that is responsible for overseeing the company's technology strategy and ensuring that it aligns with the overall business strategy. This committee evaluates new technology initiatives and provides guidance on how to best leverage technology to improve KeyCorp's operations and customer experience.

The Importance of Diversity on KeyCorp's Board of Directors

KeyCorp recognizes the importance of diversity and inclusivity in building a strong and effective Board of Directors. The company has made significant efforts to ensure that the Board reflects the diversity of its employees, customers, and communities. This commitment to diversity helps ensure that the Board has access to a wide range of perspectives and experiences, allowing it to make informed decisions that benefit the entire company.

Research has shown that diverse boards are more likely to make better decisions and achieve better financial performance. KeyCorp understands that diversity is not just a moral imperative, but also a business imperative. By having a diverse Board of Directors, KeyCorp is better equipped to understand and respond to the needs of its diverse stakeholders. This, in turn, helps the company to build stronger relationships with its customers and communities, and ultimately drive long-term success.

The Compensation Structure for KeyCorp's Board Members

KeyCorp's Board members are compensated for their time and expertise, with compensation packages designed to attract and retain highly skilled individuals. Board members receive a mix of cash and equity-based compensation, with equity-based compensation tied to the company's financial performance. Board members also receive reimbursement for travel and other expenses related to their Board service.

In addition to their compensation packages, KeyCorp's Board members are also eligible for various benefits. These benefits include access to the company's health and wellness programs, retirement plans, and other employee benefits. Board members are also provided with opportunities for professional development and networking, including attendance at industry conferences and events.

KeyCorp's Board members are expected to meet certain performance standards and fulfill their fiduciary duties to the company and its shareholders. To ensure accountability, the company has implemented a clawback policy, which allows the Board to recoup compensation from Board members in the event of misconduct or poor performance. This policy helps to align the interests of Board members with those of the company and its stakeholders.

What Shareholders Should Know About KeyCorp's Board of Directors

Shareholders have a significant interest in the governance and leadership of KeyCorp, and as such, should be aware of the role and responsibilities of the company's Board of Directors. Shareholders should understand the diversity and expertise of the Board, its compensation structure, and how it is selected and appointed. By staying informed about the company's governance practices, shareholders can make informed decisions about their investment in KeyCorp.

Overall, the KeyCorp Board of Directors is a diverse and experienced group of individuals who play a crucial role in the success of the company. The Board's commitment to governance, risk management, and strategic planning helps ensure that KeyCorp operates at the highest levels of integrity, providing exceptional value to its customers and shareholders alike.