ℹ Bien s’assurer – Formulaire DEF 14A / NOUVEAU / 23 mai

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Table des matières

ÉTATS-UNIS

SECURITES ET COMITE

Washington, D.C. 20549

14A
INFORMATION

Déclaration de procuration A.

1934 Securities Exchange Act

(Amendement 🙂

la
Registrant ☒ En dehors d'une autre partie
inscrit

Sélectionnez le champ approprié:

Déclaration de procuration préliminaire
Confidentiel, exclusivement à l'usage de la Commission (conformément à l'article 14 bis-6 e) (2))
Déclaration de procuration finale
Matériaux complémentaires finaux
Brevet Brevet 14a-12

KEYCORP

(Nom du déclarant tel que défini dans la Charte)

(Nom (s) de la (des) personne (s) pour l'envoi de la procuration, s'il ne s'agit pas du déclarant)

Paiement de la taxe de notification (cochez la case appropriée):

Aucun frais requis.
Le tableau suivant calcule les frais pour les Exchange Act 14a-6 (i) (4) et 0-11.
(1)

L'adresse de chaque catégorie de titres à laquelle l'opération s'applique:

(2)

Titres de transaction cumulatifs:

(3)

Autre valeur sous-jacente de la transaction calculée au prix unitaire ou à la loi n ° 0-11 de la Bourse (préciser le montant de la notification)
charger et déterminer comment cela a été déterminé):

(4)

Valeur de transaction maximale suggérée:

(5)

Total des frais payés:

Prépaiement des primes avec le matériel préliminaire.
Cochez la case pour compenser une partie des frais conformément à Exchange Act 0-11 (a) (2) et indiquez la notification pour laquelle la compensation a été versée dans le passé. Identification de la demande antérieure avec la déclaration d'enregistrement
numéro ou forme ou calendrier et date de dépôt.
(1)

Montant déjà payé:

(2)

Formulaire, calendrier ou numéro d'enregistrement:

(3)

Partie déclarante:

(4)

Date de l'annonce:


Table des matières

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KeyCorp Déclaration de procuration 2019 et

Notification de la réunion annuelle de 2019

par les actionnaires


Table des matières

LOGO

127 PUBLICITÉ

CLEVELAND, OHIO
44114

5 avril
2019

LOGO

BETH E. MOONEY

Président du conseil d'administration et. T.

Chef de la direction

message

les actionnaires

Cher actionnaire!

Je suis heureux de partager cette nouvelle année fructueuse pour la clé en 2018, alors que nous continuions à développer la société, à investir dans notre avenir et à répondre à nos besoins financiers.
engagements. Une fois encore, nous avons amélioré notre performance tout en maintenant une discipline stricte en matière de qualité du crédit et de gestion du capital. Pour la sixième année consécutive, un effet de levier opérationnel positif a été réalisé
entreprises. Nous avons atteint des niveaux record de revenus et avons continué à mettre l'accent sur la gestion des coûts tout en continuant d'investir dans la croissance grâce au franchisage. Nos efforts ont abouti à une amélioration substantielle de votre efficacité et de votre rendement,
nos actionnaires et nous pensons être en bonne position.

En votre nom
Conseil d’administration, Nous avons le plaisir d’inviter les actionnaires de KeyCorp en 2019 le jeudi 23 mai 2019. La réunion a lieu au Cleveland Center, 1375, Cleveland, Ohio.
heure locale.

Nous vous recommandons de lire attentivement les notifications et autorisations de cette année.
une déclaration contenant des informations importantes sur le vote par procuration et les travaux de la réunion, ainsi que sur l’importance capitale du rendement de Key 2018. Nous espérons que vous assisterez à la réunion, mais si vous souhaitez toujours y participer, nous le ferons.
Vous encourage à voter sur vos actions par téléphone, en ligne ou en retournant votre carte de procuration dûment remplie avant l'assemblée.

Tous les votes des actionnaires sont importants et nous voulons nous assurer que nos actions sont représentées à l’assemblée. Veuillez voter pour vos actions le plus rapidement possible.

Merci pour votre soutien continu à KeyCorp. Nous avons hâte de vous voir à la réunion.

sincèrement,

LOGO

Beth E. Mooney


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Avis de convocation à l'assemblée générale annuelle

KeyCorp

Date et heure:

lieu:

Le jeudi 23 mai 2019 à 8h30
heure locale

Un centre de Cleveland

1375 est neuvième rue

Cleveland, Ohio 44114

Éléments d'entreprise:

Lors de l’assemblée, les actionnaires voteront sur les points suivants:
questions:

premier

Élection de 14 administrateurs nommés dans la déclaration de procuration un an termes expirés
2020;

deuxième

Confirmation d'Ernst & Young LLP en tant qu'auditeur indépendant de KeyCorp pour l'exercice clos le 31 décembre 2019;

troisième

Approbation de la rémunération des dirigeants de KeyCorp;

4

Approbation du plan de rémunération en actions de KeyCorp pour 2019;

5

Proposition majeure de modifier la charte de KeyCorp afin d’augmenter le nombre d’actions ordinaires autorisées;

6

Proposition du conseil d'administration de KeyCorp concernant des modifications futures de la politique de KeyCorp; et

7

Autres activités qui se déroulent de manière appropriée avant ou pendant le report ou le report de la réunion.

Date d'ajout:

Minutes des actions ordinaires KeyCorp
Le vendredi 29 mars 2019, vous avez le droit de recevoir et de voter à l'assemblée annuelle, ainsi que de la reporter ou de la reporter.

Livraison de documents de procuration:

Tout d'abord, nous vous enverrons une notification de disponibilité Web proxy.
Matériaux pour nos actionnaires le lundi 8 avril 2019 ou vers le lundi. Le même jour, nous parlons de copies de papiers de clients.

vote:

Il est important que vous représentiez et votiez pour vos actions à l’assemblée. Vous pouvez également voter au téléphone, sur Internet ou sur la carte de procuration signée dans la déclaration ci-jointe.
enveloppe si la déclaration de procuration vous est envoyée. Si vous assistez à la réunion, vous pouvez retirer la procuration sur laquelle vous avez voté plus tôt et voter en personne sur les points qui avaient été dûment résolus avant la réunion.

Le conseil d'administration par décret

LOGO

Paul N. Harris

Secrétaire général et avocat général

5 avril 2019

Accès Internet pour les documents proxy:

AVIS IMPORTANT SUR LA PRÉPARATION DES DOCUMENTS DE PROCURATION UTILISÉS, 23 mai 2019: Déclaration de procuration 2019, carte de remplacement et rapport annuel Formulaire 10-K
disponible pour l'année se terminant le 31 décembre 2018 à l'adresse: www.envisionreports.com/key.


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Déclaration de procuration

A. T
KeyCorp ("Key", "Société", "nous", "notre" ou "nous") fournit cette déclaration de procuration afin de voter pour le pouvoir des actionnaires à l'assemblée générale annuelle de 2019.
23 mai 2019 (l '"assemblée annuelle"), reportés et reportés chacun. La réunion annuelle de 2019 se tient au One Cleveland Center, 1375 East Ninth Street, Cleveland, Ohio, 44114.

L'adresse postale de notre DG est 127 Public Square, Cleveland, Ohio 44114. KeyCorp est rentable et écologique
Mode de livraison "Notification and Access". Cela nous permet de fournir à nos actionnaires un accès en ligne à l'ensemble de notre matériel de procuration. 8 avril 2019, ou environ e-mail, Communication expliquant comment accéder à notre matériel de procuration et voter en ligne. Cette notification n'est pas une carte de procuration et ne peut pas être utilisée pour voter pour des actions. 8 avril 2019 ou environ
une copie de nos documents de procuration aux actionnaires qui les ont demandés.

Les actions ordinaires de KeyCorp sont détenues par tous les détenteurs du record vendredi,
Vous pouvez voter le 29 mars 2019. Il y avait 1 001 555 441 actions ordinaires KeyCorp à ce moment-là. Les actionnaires des actions ordinaires de KeyCorp ont droit à un vote pour chaque action.


Table des matières

Résumé de la déclaration de procuration

Ce résumé comprend des informations de mise en évidence
il se trouve dans d'autres parties de la déclaration de mandataire et ne contient pas toutes les informations à prendre en compte. Lisez la déclaration de procuration complète avant de voter.

Suggestions pour la réunion annuelle

proposition

page

table
recommandation

1. Election des administrateurs

14 réalisateurs sont invités. Tous les candidats sont aux élections pour prendre leurs fonctions jusqu'à l'assemblée générale annuelle de 2020
Les actionnaires.

1 « POUR »

chaque candidat

2. Confirmation de l'auditeur

Ils sont invités à ratifier la nomination d'Ernst & Young srl, membre du comité d'audit, en tant qu'auditeur indépendant pour l'exercice 2019.
Un ou plusieurs représentants de Ernst & Young LLP seront présents à l’assemblée pour répondre aux questions des actionnaires.

56 « POUR »

3. Say-on-Pay

Vous êtes invité à donner votre avis sur la rémunération versée aux membres de la haute direction de KeyCorp (telle que définie à la page 24 du formulaire de procuration).
Déclaration). Ce vote consultatif a lieu annuellement.

57 « POUR »

4. Plan de rémunération en actions 2019 de KeyCorp

Ils sont invités à approuver le plan de rémunération en actions 2019 de KeyCorp pour les employés et les administrateurs non salariés de KeyCorp. La copie 2019
Le plan de rémunération en actions appartient à cette déclaration de procuration en tant qu'Annexe A.

58 « POUR »

5. Augmenter le nombre d'actions communes autorisées

Il vous est demandé d’approuver l’amendement des statuts de KeyCorp afin d’augmenter le nombre d’actions ordinaires autorisées.

68 « POUR »

6. autorise le conseil d'administration à apporter des modifications futures aux politiques

Vous êtes invité à approuver une modification du code de conduite de KeyCorp afin de permettre au futur conseil d'administration de KeyCorp
modifications apportées à la politique de KeyCorp.

70 « POUR »

2019 candidats à la direction

nom

temps

directeur
parce que

indépendant

Composition de la Commission
audit C & O NCGC risque exécutif

Bruce D. Broussard

56

2015

oui

Charles P. Cooley

63

2011

oui

chaise

Gary M. Crosby

64

2016

pas

Alexander M. Cutler (1)

67

2000

oui

chaise

H. James Dallas

60

2005

oui

Elizabeth R. Gile

63

2010

oui

chaise

Ruth Ann M. Gillis

64

2009

oui

William G. Gisel, Jr.

66

2011

oui

chaise

Carlton L. Highsmith

67

2016

oui

Richard J. Hipple

66

2012

oui

Kristen L. Manos

59

2009

oui

Beth E. Mooney

64

2010

pas

chaise

Barbara R. Snyder

63

2010

oui

David K. Wilson

64

2014

oui

(1)

Directeur général indépendant de KeyCorp.

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Résumé de la déclaration de procuration

Vote pour vos actions

Qui peut voter: Votez en ligne: Votez par téléphone:

LOGO

LOGO

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29 mars 2019, actionnaires inscrits à la fermeture des bureaux.

Les propriétaires enregistrés peuvent aller www.envisionreports.com/key et suivez les instructions. Si vous gardez vos actions dans la rue
veuillez suivre les instructions dans les instructions de vote.

Suivez les instructions données dans l’avis d’accessibilité à Internet relatif aux documents proxy.
ou sur la carte proxy.

Votez par email: Vote en personne:

LOGO

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Remplissez, signez et téléchargez une carte de procuration et renvoyez-la dans l'enveloppe qui se trouvait dans le courrier spécifié dans le proxy.
package.

Si vous décidez d'assister à l'assemblée annuelle, vous devrez fournir une pièce d'identité avec photo et une preuve que vos actions communes de KeyCorp ont été vérifiées avant d'entrer dans l'assemblée. Si vous voulez voter dans la rue
nom personnellement à la réunion annuelle, vous devez donner un nom légal en votre nom au courtier, à la banque ou à un autre
actions.

Même si vous envisagez d'assister à l'assemblée annuelle, nous encourageons tous les actionnaires à voter avant l'assemblée.

Points de performance 2018

En 2018, nous avons connu une autre année fructueuse pour la clé
continué de croître, d’investir dans l’avenir et de prendre nos engagements financiers. Forts du dynamisme de ces dernières années, nous avons amélioré notre performance opérationnelle et lancé un rendement plus élevé pour nos actionnaires.
maintenir une discipline stricte en matière de qualité du crédit et de gestion du capital.

Pour la sixième année consécutive, nous avons atteint un levier opérationnel positif grâce au chiffre d'affaires
la croissance dépasse encore l'augmentation des coûts. La combinaison de niveaux de revenus record et d'une science des coûts robuste a entraîné une amélioration significative de nos objectifs financiers à long terme, notamment une augmentation de 300 points de base des deux espèces.
efficacité et rendement des ratios de capital annuels moyens.(1)

Faits marquants en 2018
les performances sont détaillées ci-dessous:

Conduire plus fort
résultats

6e levier d'exploitation positif pour les années successives

Le revenu total pour l'année est de 6,4 milliards de dollars

toujours la majorité base de frais entreprises, y compris les services bancaires d'investissement et les emprunts (650 millions de dollars en 2018)

L’augmentation des prêts et des dépôts reflète la mise en œuvre de l’activité axée sur les relations
dans un profil de risque modéré


Les coûts bien gérés reflètent
se concentrer sur l'investissement dans l'efficacité et la croissance

Développer les relations consommateurs et commerciales à travers la franchise

Des progrès significatifs à long terme
objectifs financiers

Amélioration de plus de 300 points de base en 2008. t
rendement de la trésorerie et ratio moyen des actifs(1)

L'avancement de l'initiative d'économies de 200 millions de dollars annoncée en octobre 2018

Risque élevé
leadership

stable
engagement à maintenir un profil de risque modéré et des normes d'assurance strictes

Perte nette sur les prêts moyens. T.
0,26%; portefeuilles ont continué à bien performer

Capital de discipline
leadership

Réservé fort
situation de capital

Le dividende en actions a augmenté de 62%
(0,105 $ à 0,17 $ par action) en 2018

En 2018, un total de 1,1 milliard de dollars d'actions rachetées

(1)

Ce n'est pas un PCGR mesures financières. Veuillez lire "GAAP" Ce n'est pas un PCGR Négociations »commence à la page 80 de notre rapport annuel 2018 K-10
pour plus d'informations Non conformes aux PCGR mesures et consultations avec les mesures GAAP les plus comparables.

ii

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Résumé de la déclaration de procuration

Points forts de la compensation d'exécution

But de notre programme de rémunération des cadres:

Prendre des décisions de paiement en fonction des performances de la société, de l’unité commerciale et de la personne;

Le paiement est effectué de manière à renforcer l’équilibre entre les objectifs de performance financière à court et à long terme; et

Soutenir la performance durable avec des politiques qui prennent des risques et prennent des risques
récompense.

L’option de paiement intégral (c’est-à-dire le montant du salaire de base et des primes) réussit et ne permet pas de prendre des décisions séparées.
pour tous les officiers supérieurs.

Notre programme de soutien s'appuie sur un certain nombre de pratiques exemplaires en matière de gouvernance et de rémunération de la direction, notamment:
comme suit:

Ce que nous faisons Ce que nous ne faisons pas:

Des directives efficaces en matière d'actionnariat devraient être appliquées

Partages d'objets à conserver après rétention

"Double déclenchement" changement de contrôle
accords

Utilisez les onglets appropriés

Examen de l'utilisation des actions

Garder un conseiller en rémunération indépendant


Encourager et encourager tous les risques
remboursement

×pas
contrats de hauts fonctionnaires

×Pas de taxe majoration

×Pas de SERP actif

×Il n'y a pas de haie
KeyCorp Securities

×Il n'y a pas de "timing" des injections de capital

×Pas de réévaluation des stocks
Options

2018 a été un succès pour KeyCorp. Nous continuons à croître, à investir dans notre avenir et à respecter nos engagements financiers. continuer
produire des résultats et un rendement pour les actionnaires grâce à une croissance fiable et rentable au sein de la franchise, tout en gérant efficacement les risques et le capital. Nous croyons que notre modèle commercial distinctif, notre échelle ciblée et notre mise en œuvre ciblée occupent une place importante.
surperformer. Les points saillants de la rémunération pour 2018 comprennent:

Qu'avons-nous fait… Comment nous avons livré…
Nous avons livré notre plan financier à court terme.

Mettre en œuvre le plan d'incitation KeyCorp 2018
105% de nos objectifs financiers à court terme ont été atteints, bien que nous ayons décidé de limiter les honoraires de ces dirigeants à 100%.

Nous avons atteint nos objectifs de performance financière à long terme.

Le plan d’intéressement à long terme 2016-2018 (performance
98,1% de l'objectif, puisque le rendement de l'actif représentait plus de 50% de celui du groupe de comparaison, et que tous les bénéfices par action ont dépassé notre plan financier triennal, bien que les résultats aient été compensés par notre rendement total pour les actionnaires,
qui ne représente pas 50% de notre groupe.

Paiements basés sur le plan d’intéressement à long terme 2016-2018 (performance
a également reflété une augmentation significative du prix des actions de 2016 à 2018 (prix de l’action de 10,49 $ et prix de l’action à la date du règlement de 17,51 $).

Notre chef de la direction a reçu un total de 10,08 millions de dollars pour notre performance totale en 2018.

Rémunération 2018 à notre PDG
un incitatif annuel de 2,50 millions de dollars versé pour 2018 et un incitatif à long terme de 6,38 millions de dollars en 2019.

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Résumé de la déclaration de procuration

Pratique de gouvernance d'entreprise

Nous nous engageons à respecter des normes élevées de conduite éthique,
gouvernance d'entreprise et comportement des entreprises. Parmi les meilleures pratiques en matière de gouvernance d'entreprise, citons:

directeur

élections

Tous les directeurs annuels (Page 1)

Vote majoritaire lors d'élections controversées (page 3)

table

indépendance

Tous les candidats à l’administration, sauf Mooney et Crosby
Indépendant de la bourse de New York et des normes d'indépendance KeyCorp (page 16)

Nos comités permanents (audit, rémunération et organisation,
Nomination et gouvernance d’entreprise ainsi que le risque) sont exclusivement composés d’administrateurs indépendants (page 11)

Directeur général indépendant – Alexander M. Cutler – extensif
responsabilités (page 11)

Evaluation et revue du responsable annuel du conseil d'administration
administrateurs indépendants (pages 11 et 12)

Approbation préalable du chef de la direction du conseil d’administration en ce qui concerne le calendrier, le calendrier et le matériel (page 11)

Comité permanent

Comité d'audit

14 réunions en 2018

(Page 13)

Rémunération et organisation
comité

7 réunions en 2018

(Page 14)

Marquage et gouvernance d'entreprise
comité

6 réunions en 2018

(Page 13)

Comité des risques

8 réunions en 2018

(Page 14)

exercices

et politiques

Membre expérimenté et varié du conseil

Engagement de renouvellement du Directoire, avec une moyenne d’environ sept ans et trois nouveaux administrateurs depuis 2015 (page 11)

Les administrateurs indépendants et non exécutifs du conseil d’administration ont assisté à une réunion
à chaque réunion ordinaire du conseil d'administration en 2018 (page 12)

Taux de présence moyen des administrateurs de 96% aux réunions du conseil et des comités (page 12)

Auto-évaluation annuelle par le conseil d'administration, chaque comité et chacun d'entre eux
directeur

Direction générale de la gestion des risques de l'entreprise (page 15)
et 16)

Publication annuelle des dépenses politiques de KeyCorp (page 19)

Programme de formation des directeurs fort (page 18)

Implication des actionnaires

Programme d'engagement actif des actionnaires (pages 17 et 18)

Les administrateurs peuvent rencontrer nos actionnaires

Pour plus d’informations sur les pratiques de gouvernance d’entreprise de KeyCorp, veuillez vous reporter à la rubrique «A
Le conseil et ses comités »commencent à la page 11 de la présente déclaration de procuration.

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AUTRE PROPOSITION: Election des administrateurs

AUTRES PROPOSITIONS: Election des administrateurs

Le Conseil des actionnaires de KeyCorp (le "Conseil") supervise les activités et la gestion de KeyCorp. Les membres du conseil d’administration supervisent et
Évaluez le rendement de KeyCorp en communiquant régulièrement avec le chef de la direction et la haute direction, ainsi qu'en participant aux réunions du conseil et à celles-ci. Le conseil d’administration s’engage à assurer une activité d’entreprise fiable et efficace
politiques de gestion et normes éthiques élevées. La taille du conseil est de 14 personnes. Selon la politique de KeyCorp, les administrateurs sont élus un an conditions pour chaque année suivante
Réunion d'actionnaires.

Directeur du recrutement et des qualifications

Le candidat et le comité de gouvernance sont responsables
au conseil d'administration pour la nomination, l'évaluation et la recommandation des candidats à l'assemblée annuelle de chaque actionnaire. Chaque candidat organisateur doit avoir et avoir une grande intégrité et d'autres caractéristiques personnelles nécessaires
est disposé à prendre le temps nécessaire des administrateurs. Le candidat et le comité de gouvernance d'entreprise utilisent les critères suivants pour évaluer les candidats proposés:

un large éventail et une profondeur d'expérience avérée en leadership et / ou en gestion, de préférence dans un rôle de direction
un organisme important ou reconnu (secteur privé (à but lucratif ou non lucratif), gouvernement ou éducation);

Expertise professionnelle clé en main pour KeyCorp (y compris technologie de l'information, etc.) t
marketing, finance, banque ou finance ou gestion des risques);

au cas où non employé Directeurs, "Indépendance" Satisfaction
KeyCorp est un ensemble de critères permettant de déterminer l’indépendance des administrateurs;

en tant que directeur de (i) deux autres sociétés appartenant à l’État si un
ii) trois autres sociétés d'État, si ce n'est un exécutif du secteur public; et

capacité à penser et à agir de manière indépendante, et capacité à travailler de manière constructive dans tout le processus du forum.

Les critères de recrutement des administrateurs sont des directives souples qui vous aident à évaluer et à cibler votre recherche de candidats organisateurs.

Le conseil d'administration examine également si le candidat augmente la diversité du conseil d'administration d'un point de vue noble, racial, expérientiel et / ou géographique. La composition actuelle
Le conseil d'administration se concentre sur le candidat et la gouvernance d'entreprise dans ce domaine et sur l'importance de la diversité pour le conseil dans son ensemble, composé de cinq femmes administrateurs, dont le président du conseil d'administration et deux administrateurs appartenant à des minorités.

Pour l'évaluation des candidats à la Commission qui répondent aux critères susmentionnés, le comité examinera également:

les compétences et expériences professionnelles actuellement requises par le conseil d'administration, en utilisant une matrice de compétences complète;

la composition actuelle et attendue du Conseil à la lumière des activités commerciales et de la gestion stratégique de KeyCorp
et diverses communautés et emplacements géographiques proposés par KeyCorp; et

interaction de l'expertise du candidat et de son parcours professionnel / commercial en termes d'expertise et d'expertise
les antécédents professionnels / commerciaux des membres actuels du conseil et d'autres facteurs (y compris la diversité) jugés appropriés par le comité.

Le candidat et le président du comité de gouvernance sont invités à se joindre au conseil d'administration pour la première fois ou à élire pour la première fois.
Directeur général après discussion et approbation du Comité dans son ensemble. Le candidat et le comité de gouvernance d'entreprise recommanderont ensuite le candidat à l'ensemble du conseil pour approbation finale.

Le candidat et le comité de régie d'entreprise ont recours aux services d'un cabinet de recrutement indépendant pour faciliter l'identification des administrateurs. Le marqueur et la compagnie
Il incombe au comité directeur de conserver et de supprimer les moteurs de recherche utilisés pour identifier les administrateurs, y compris le droit exclusif d'approuver les honoraires et les autres conditions de la mission.

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AUTRE PROPOSITION: Election des administrateurs

Le comité des candidats et de la gouvernance utilise une approche matricielle qui permet de contrôler la qualité et les compétences des administrateurs et des administrateurs.
un format tabulaire pour aider un conseil bien équilibré, diversifié et efficace. En outre, l’approche matricielle permet d’identifier les qualités, les qualifications et l’expérience nécessaires
candidats candidats au poste de directeur. Le comité de nomination et de gouvernance d’entreprise recherche des administrateurs sur le terrain
secteur bancaire ou financier, cybersécurité, finance, marketing, fusions et acquisitions, questions de réglementation, commerce de détail et petites entreprises, et gestion des risques. Le tableau ci-dessous décrit nos qualifications et notre expérience. non-gestion administrateurs qui siègent actuellement au conseil:

Secteur bancaire et financier

Nous valorisons les administrateurs qui ont de l'expérience dans notre secteur. La première maîtresse du Niagara nous a permis d’augmenter le nombre d’administrateurs
expérience dans le secteur bancaire.

Cyber ​​sécurité

Nous comptons beaucoup sur les systèmes informatiques pour mener nos activités. Une partie importante de nos activités repose sur la sécurité
traitement, stockage et transmission des informations personnelles de nos clients. L’expérience de la cybersécurité est une compétence importante de nos administrateurs.

financement

Nous utilisons un ensemble de ratios de capital minimum. un
compréhension des finances et de la comptabilité pour nos administrateurs. Deux de nos administrateurs sont qualifiés d '«experts financiers du comité d'audit» au sens de la réglementation de la SEC.

commercialisation

Nous opérons dans un secteur hautement concurrentiel. Qui sont
l'expérience marketing est importante pour nous.

Fusions et Acquisitions

Nous recherchons un partenariat et des opportunités de partenariat stratégiques. Nous valorisons les administrateurs qui ont l'expérience des fusions
et acquisitions.

réglementation

Parce que nous faisons l'objet d'une réglementation financière
réglementation bancaire. Notre conseil bénéficie également d'un administrateur qui est un ancien régulateur des banques.

Commerce de détail et petites entreprises

Nous proposons une large gamme de succursales et de guichets automatiques. Nous croyons que
administrateurs ayant une expérience dans le commerce de détail et les petites entreprises.

Gestion des risques

Gérer efficacement les risques et les avantages. Compte tenu du rôle du conseil dans la surveillance des risques
l'expérience de la gestion des risques est importante pour nous.

Le comité de nomination et de gouvernance
continuellement dans le processus d’identification d’administrateurs potentiels, et. Les actionnaires peuvent également soumettre
candidats au poste de directeur par le secrétaire d’État pour KeyCorp. Le comité de nomination et de gouvernance examinera les propositions des actionnaires
les administrateurs. La page 74 de la présente procuration est l’administrateur de l’assemblée annuelle des actionnaires pour 2020.

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Table des matières

PROPOSITION UN: Election des administrateurs

Processus d'élection

KeyCorp a adopté la norme de vote à la majorité dans incontesté
élections aux élections des administrateurs. "POUR" que "CONTRE" son élection. Si un candidat non contesté qui est déjà un
L'administrateur reçoit plus de votes «CONTRE» que de «POUR», le candidat au poste d'administrateur continuera à siéger au conseil. La nomination et corporatif
Le comité de gouvernance examinera la démission et la démission du conseil. Le conseil d’administration (à l’exception de l’administrateur responsable) agira au sein du comité
recommandation et rendre publique sa décision.

Candidats au poste de directeur pour 2019

Sur recommandation du comité des candidatures et des sociétés
Comité de gouvernance, le conseil a nommé les administrateurs. Chaque candidat est actuellement administrateur de KeyCorp. Informations biographiques pour le plus récent
date praticable. Comme il est décrit ci-après, le conseil d'administration estime que le conseil d'administration sera efficace et qu'il fonctionne bien. Le conseil d'administration et le comité de nomination et de gouvernance
Le comité estime que la direction de KeyCorp est l'un des principaux acteurs sur le terrain.

S'il est élu, chaque candidat continuera à siéger au conseil jusqu'à l'assemblée annuelle des actionnaires de 2020 de KeyCorp.
qualifié ou il ou elle démissionne ou est autrement destitué. There is no reason to believe that any of these director nominees will be unable or unwilling to serve if elected. Should any nominee be unable to accept nomination or election, the proxies may
be voted for the election of a substitute nominee recommended by the Board. Alternatively, the Board may recommend a shareholder vote holding the position vacant, to be filled by the Board at a later date.

The Board of Directors unanimously recommends that shareholders vote “FOR"

each of the following director nominees.

Bruce
D. Broussard

LOGO

Age: 56

Director Since: 2015

KeyCorp Committee(s):

  Compensation and Organization

Biography:

Mr. Broussard is President and Chief Executive Officer and a director of
Humana, Inc., a publicly-held health and well-being company. Prior to his election as Humana’s Chief Executive Officer in 2013 and as President in 2011, Mr. Broussard held numerous senior executive and senior financial roles with McKesson
Corporation, a health care services company, and its predecessor U.S. Oncology. Mr. Broussard also previously served as a director of U.S. Physical Therapy, Inc. from 1999 to 2011. Mr. Broussard is a member of The Business Council and the
World Economic Forum Health Governors Board.

Select Qualifications and Experience:

 Significant
executive leadership experiences in the highly-regulated healthcare and insurance industries, including Chief Executive and Chief Financial Officer roles with Humana, McKesson Corporation, Harbor Dental, Inc., Sun Healthcare Group, Inc., and Regency
Health Services, Inc.

 Extensive financial and accounting background with healthcare and health insurance
companies and major global accounting firms.

Other Public Directorships:

Humana, Inc. (since
2013)

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PROPOSAL ONE: Election of Directors

Charles
P. Cooley

LOGO

Age: 63

Director Since: 2011

KeyCorp Committee(s):

  Audit (Chair)

  Nominating and Corporate Governance

  Executive

Biography:

Mr. Cooley was Chief Financial Officer of The Lubrizol Corporation, a
manufacturer of specialty chemicals and technologies in the global transportation, industrial, and consumer markets, from 1998 until his retirement in 2011. Mr. Cooley had global responsibility for The Lubrizol Corporation’s finance
function and its corporate development and strategic planning activities. Mr. Cooley is Chair of the board of trustees of Hawken School in Cleveland and a trustee of the Cleveland Institute of Music. He is also a member of the board of
directors of KeyBank National Association.

Select Qualifications and Experience:

Former Chief Financial Officer of The Lubrizol Corporation, where he was responsible for finance, accounting, and capital planning. Held finance positions of increasing responsibility at Atlantic Richfield Company for over fifteen years, including
treasury, capital markets, corporate development, financial reporting, and operating segment financial management. Mr. Cooley qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission.

Mint
Chief Financial Officer of The Lubrizol Corporation, had significant responsibility for financial risk management of a global publicly-traded enterprise.

Other Public Directorships:


Modine Manufacturing
Company (since 2006)

Gary M.
Crosby

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Age: 64

Director Since: 2016

Biography:

Mr. Crosby joined the Board in August 2016 in connection with the First
Niagara merger. Mr. Crosby served as President and Chief Executive Officer and as a director of First Niagara from 2013 through the consummation of the merger. He joined First Niagara as Chief Administrative Officer in 2009 and served as Chief
Operating Officer from 2010-2013. In 2004, Mr. Crosby was asked to help the Buffalo City School District as Chief Financial Officer and Chief Operating Officer and provided his service to the district by spearheading its financial management
reform until 2009. Mr. Crosby also was a venture capital partner with Seed Capital Partners and a founding shareholder of ClientLogic Corporation, serving as Chief Financial and Chief Operating Officer. He has also held senior financial
leadership positions in banking and manufacturing and was a CPA with KPMG Peat Marwick. Mr. Crosby is President of the board of First Niagara Foundation, director of the Buffalo Public Schools Foundation, Trustee Emeritus of the YMCA Buffalo
Niagara, director of the Community Foundation for Greater Buffalo, a director of AAA Western and Central New York, and a director of Kaleida Health.

Select Qualifications and Experience:

Mint
former Chief Executive Officer of First Niagara, brings extensive knowledge of the First Niagara businesses and the geographic markets in which First Niagara operated as well as leadership experience in the banking industry.

Significant experience in financial management, accounting, operations, risk management, mergers and acquisitions, and integration of acquired companies from a distinguished career as Chief Financial Officer, Chief Operating Officer, and Chief
Executive Officer across a wide variety of industries and public companies.

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PROPOSAL ONE: Election of Directors

Alexander M. Cutler

LOGO

Age: 67

Director Since: 2000

KeyCorp Committee(s):

  Nominating and Corporate Governance (Chair)

  Compensation and Organization

  Executive

Biography:

Mr. Cutler is KeyCorp’s independent Lead Director. From 2000 through
May of 2016, he was Chairman and Chief Executive Officer of Eaton Corporation plc, a publicly-held, global diversified power management company with approximately 96,000 employees that sells products to customers in more than 175 countries. He is a
member of the board of directors of the United Way of Greater Cleveland and the Musical Arts Association.

Select Qualifications and Experience:

Experience across a wide range of senior management and executive roles with Eaton Corporation plc and certain of its predecessor companies. Significant corporate governance experience and public company board experience through his role as Chairman
of Eaton Corporation plc, his service on the DowDuPont Inc. board, and as a former member of the Executive Committee of the Business Roundtable.

 Extensive experience negotiating and completing acquisitions and
divestitures and integrating acquired companies gained through leadership positions with Eaton Corporation plc.

Other Public Directorships:

 DowDuPont Inc. (since 2008)

 Eaton Corporation plc (2000–2016)

H.
James Dallas

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Age: 60

Director Since: 2005

KeyCorp Committee(s):

 Audit

Biography:

In 2013, Mr. Dallas retired as Senior Vice President of Quality and
Operations at Medtronic Inc., a global medical technology company. Mr. Dallas, who joined Medtronic Inc. in 2006, had previously served as Senior Vice President and Chief Information Officer at Medtronic Inc. Mr. Dallas’s
responsibilities included executing cross-business initiatives to maximize the company’s global operating leveraging. Mr. Dallas also served as a member of Medtronic Inc.’s executive management team. Mr. Dallas is an independent
consultant focusing on change management, information technology strategy, and risk. He also serves as Chairman of the Atlanta Community Food Bank and a director of Grady Memorial Hospital Corporation.

Select Qualifications and Experience:

Significant experience with information technology, information technology security, and data privacy, including prior service as the Chief Information Officer of Medtronic Inc. and, prior to that, as Chief Information Officer of Georgia-Pacific
Corporation.

 As Chief Information Officer for major public corporations, had primary
responsibility for risks related to information technology and security. As Senior Vice President of Quality and Operations with Medtronic Inc., held significant responsibility for operational risk management.

Other Public Directorships:

 WellCare Health Plans, Inc. (since 2016)

 Strategic Education, Inc. (formerly Cappella Education Company) (since
2015)

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PROPOSAL ONE: Election of Directors

Elizabeth R. Gile

LOGO

Age: 63

Director Since: 2010

KeyCorp Committee(s):

  Risk (Chair)

  Nominating and Corporate Governance

Biography:

In 2005, Ms. Gile retired from Deutsche Bank AG where she was Managing
Director and the Global Head of the Loan Exposure Management Group since 2003. From 2007 to 2009, Ms. Gile was Managing Director and Senior Strategic Advisor to BlueMountain Capital Management, a hedge fund management company. Ms. Gile has
been a director of Deutsche Bank Trust Corporation and Deutsche Bank Trust Company Americas since 2005 and a director of Watford Re Ltd. since 2017. Ms. Gile is a trustee and Secretary of the board of the Brooklyn Botanic Garden.

Select Qualifications and Experience:


la
distinguished career in the banking, finance, and capital markets industries with leading global financial institutions. Significant roles with J.P. Morgan, Deutsche Bank AG, and Toronto Dominion Securities managing loan portfolios, capital markets,
derivatives and corporate lending transactions, and credit research.

 As Global Head of the Loan Exposure Management Group for Deutsche Bank
AG, had global responsibility for managing the credit risk of loans and lending-related commitments, giving her experience in identifying, assessing, and managing risk exposures of a large, complex financial firm.

Ruth
Ann M. Gillis

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Age: 64

Director Since: 2009

KeyCorp Committee(s):

 Risk

Biography:

From 2008 until her retirement in 2014, Ms. Gillis served as Executive
Vice President and Chief Administrative Officer of Exelon Corporation, a publicly-held electric utility company. Ms. Gillis also served as President of Exelon Business Services Company, a subsidiary of Exelon Corporation. She served as a member
of Exelon Corporation’s executive committee, pension investment committee, and the corporate risk management committee, and was a member of the Exelon Foundation Board. Prior to those roles, she served as Executive Vice President of
Commonwealth Edison Company and as Chief Financial Officer of Exelon Corporation. Ms. Gillis is an honorary trustee of the University of Chicago Cancer Research Foundation, serves on the board of directors of the Lyric Opera of Chicago, and is
a life trustee of the Goodman Theatre.

Select Qualifications and Experience:

Extensive finance, management, operational and risk management expertise and history of accomplishment and executive ability as Chief Administrative Officer and Chief Financial Officer of Exelon Corporation.

Significant experience leading complex organizations in highly-regulated industries such as banking, healthcare, and utilities.

Other Public Directorships:

   Voya Financial Inc. (since 2015)

   Snap-on Incorporated (since 2014)

   Potlatch Corporation (2003–2013)

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PROPOSAL ONE: Election of Directors

William
G. Gisel, Jr.

LOGO

Age: 66

Director Since: 2011

KeyCorp Committee(s):

  Compensation and Organization (Chair)

  Nominating and Corporate Governance

Biography:

Mr. Gisel is Chief Executive Officer of Rich Products Corporation, a
global manufacturer and supplier of frozen foods with annual sales of approximately $3.5 billion. Rich Products Corporation is a leading supplier to the consumer products, food service, and bakery segment of the food industry internationally.
Prior to becoming Chief Executive Officer in 2006, Mr. Gisel began his career at Rich Products Corporation as General Counsel and also spent four years at Philips, Lytle, LLC. Mr. Gisel is a member of the board of directors of the Grocery
Manufacturers Association and Director and Chairman of the John R. Oishei Foundation.

Select Qualifications and Experience:

Ban ben
various capacities with Rich Products Corporation, led the company’s expansion into foreign markets, including Asia, Africa, Europe, and Latin America. As President of Rich Products Corporation’s Food Group and its Chief Operating Officer,
managed the international expansion of Rich Products Corporation through acquisitions and organic growth.

   As Chief Executive Officer of Rich Products Corporation, responsible for
directing the company’s overall strategy and its worldwide business operations. Has held positions of increasing responsibility with Rich Products Corporation, including as Chief Operating Officer and President of the company’s Food Group
and Executive Vice President for International and Strategic Planning.

Other Public Directorships:

   Moog Inc. (since 2012)

   MOD-PAC CORP. (2002–2013)

Carlton
L. Highsmith

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Age: 67

Director Since: 2016

KeyCorp Committee(s):

  Nominating and Corporate Governance

  Risk

Biography:

Mr. Highsmith joined the Board in August 2016 in connection with the First
Niagara merger. He was a member of the board of First Niagara since 2011, serving on the Governance/Nominating Committee and the Audit Committee. He previously served on the board of NewAlliance Bancshares from 2006 until it was acquired by First
Niagara in 2011. He founded The Specialized Packaging Group (“SPG”) based in Hamden, Connecticut in 1983, and served as its President and Chief Executive Officer from 1983 to 2009. Mr. Highsmith is Vice Chairman of the board of
trustees of Quinnipiac University, Chairman of the Connecticut Center for Arts & Technology, Treasurer of the National Center for Arts & Technology, a trustee of the Yale-New Haven Hospital
System, and a trustee and Chairman of the Investment Committee of the Community Foundation for Greater New Haven. He previously served on the Federal Reserve Bank of Boston Community Development Advisory Council of New England.

Select Qualifications and Experience:

Successful corporate executive and entrepreneur with significant bank board experience, having served on the board of directors of both NewAlliance and First Niagara.

   Under Mr. Highsmith’s leadership, SPG grew to become the
largest minority owned, and 7e largest overall, manufacturer of paperboard packaging in North America before it merged with PaperWorks Industries in 2009.

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PROPOSAL ONE: Election of Directors

Richard
J. Hipple

LOGO

Age: 66

Director Since: 2012

KeyCorp Committee(s):

 Audit

Biography:

Mr. Hipple retired as Executive Chairman of Materion Corporation, a
publicly-held manufacturer of highly engineered advanced materials and related services, in December 2017. Mr. Hipple previously served as Chairman of the Board and Chief Executive Officer of Materion Corporation from 2006 to 2017 and President
from 2005 to 2017. Prior to that, Mr. Hipple served in the steel industry for 26 years in a number of capacities, including project engineer, strategic planning, supply chain management, operations, sales and marketing, and executive
management. Mr. Hipple is Chairman of the board of trustees of the Cleveland Institute of Music.

Select Qualifications and Experience:

Extensive exposure to global commerce as former Chief Executive Officer of Materion Corporation, which serves customers in more than 50 countries and employs 2,500 people worldwide. Additionally, experience as a director at Ferro Corporation, Barnes
Group Inc., and Luxfer Holdings PLC which represent manufacturing companies with leading technologies, broad international footprints, and market diversity. With significant experience in the oversight and management of financial risks,
Mr. Hipple qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission.

Significant corporate governance and executive-level management
experience, including as the Executive Chairman and President and Chief Executive Officer of Materion Corporation and as Chairman of the compensation committee of both Ferro Corporation and Luxfer Holdings PLC.

Other Public
Directorships:

   
Luxfer Holdings PLC (since 2018)

    Barnes Group Inc. (since 2017)

   Ferro Corporation (2007–2018)

Materion Corporation (2006–2017)

Kristen
L. Manos

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Age: 59

Director Since: 2009

KeyCorp Committee(s):

 Audit

 Executive

Biography:

Ms. Manos is a partner with Sanderson Berry, a business strategy and
advisory services firm. In 2014, Ms. Manos retired as President, Americas of Wilsonart LLC, the leading producer of high pressure decorative laminate products in North America. From 2004 to 2009, Ms. Manos served as President of Herman
Miller North American Office and Executive Vice President of Herman Miller Inc., a global manufacturer and distributor of furnishings for a wide variety of professional and residential environments. Ms. Manos serves on the boards of two
employee-owned companies, Columbia Forest Products, Inc. and Dexter Apache Holdings, Inc., and two private-equity-backed companies, C.H.I. Overhead Doors, LLC and Innovative Ergonomic Solutions LLC. She previously served on the board of
International Relief and Development, where she also served as Interim Chief Executive Officer for four months in 2014. Ms. Manos is currently a director of the board of Kickstart International.

Select Qualifications and Experience:

Mint
President, Americas, of Wilsonart LLC, responsible for the direction and operation of a $600 million organization, and led the company through its sale to a private equity firm. In prior roles as Executive Vice President and President of Herman
Miller North American Office Environments, was responsible for the direction and operation of a $1.5 billion organization. Participated in corporate risk evaluation, risk management, and scenario planning for both Wilsonart and Herman Miller,
as well as for Herman Miller clients related to their facilities.

During her tenure with Herman Miller, Inc., held responsibility for
marketing and development where she established a branding strategy and a vertical selling strategy in education and healthcare. Responsible for high-level business strategy, development, and assessment as a partner with Sanderson Berry.

Other Public
Directorships:

    American Capital, Ltd. (2015–2017)

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PROPOSAL ONE: Election of Directors

Beth E.
Mooney

LOGO

Age: 64

Director Since: 2010

KeyCorp Committee(s):

 Executive (Chair)

Biography:

Ms. Mooney has been KeyCorp’s Chairman and Chief Executive Officer
since May 1, 2011. She was elected President and Chief Operating Officer on November 18, 2010, and served in that role until she became Chairman and Chief Executive Officer. Ms. Mooney joined KeyCorp in 2006 as Vice Chair and head of
Key Community Bank. Prior to joining KeyCorp, Ms. Mooney served in a number of executive and senior finance roles with banks and bank holding companies including AmSouth Bancorp (where she served as Chief Financial Officer), Bank One
Corporation, Citicorp Real Estate, Inc., Hall Financial Group, and Republic Bank of Texas/First Republic. Ms. Mooney is a member of The Clearing House, The Business Council, and the Bank Policy Institute, a board member of the Greater Cleveland
Partnership, Catalyst, and the United Way of Greater Cleveland, a trustee and Treasurer of the board of the Musical Arts Association, and Vice Chair and a trustee of the Cleveland Clinic Foundation. On January 1, 2019, Ms. Mooney was
appointed to a third one-year term as the Fourth Federal Reserve District’s representative on the Federal Advisory Council.

Select Qualifications and Experience:

Over 30 years of financial services experience in retail banking, commercial lending, and real estate financing with KeyCorp and other significant banking organizations across the United States. Significant executive and leadership experience in
prior roles such as Chief Operating Officer of KeyCorp and Chief Financial Officer of AmSouth Bancorp.

   
As Chief Executive Officer and former Chief Operating Officer of
KeyCorp, leads the operations of one of the largest financial service companies in the United States with nearly 20,000 employees. Provides critical insight on KeyCorp’s business and operations to the Board of Directors.

Other Public
Directorships:

   
AT&T (since 2013)

Barbara
R. Snyder

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Age:

63

Director Since: 2010

KeyCorp Committee(s):

  Compensation and Organization

 Executive

Biography:

Ms. Snyder has been President of Case Western Reserve University, a
private research university located in Cleveland, Ohio, since 2007. Prior to joining Case Western Reserve University, Ms. Snyder served as Executive Vice President and Provost of The Ohio State University (“OSU”). She served as a
faculty member of OSU’s Moritz College of Law from 1998 to 2007. From 2000 to 2007, she held the Joanne W. Murphy/Classes of 1965 and 1973 Professorship at OSU. Ms. Snyder serves on the boards of several nonprofit organizations including
the Greater Cleveland Partnership, the Ohio Business Roundtable, and Internet 2, a consortium of research organizations to develop networking and advanced technologies for research and education. She was Chair of the board and is currently a
director of the Business-Higher Education Forum, an organization of senior business and higher education leaders dedicated to strengthening America’s competitiveness by partnering on workforce solutions, and is Chair of the board of the
American Council on Education, which represents 1,800 colleges and universities.

Select Qualifications and Experience:

President of Case Western Reserve University, one of the nation’s leading universities and a major private research institution with significant focus on science, engineering, and technology. Since 2007, Case Western Reserve University has
tripled undergraduate admissions applications, become twice as selective, and dramatically increased the academic quality of the entering class.

Under Ms. Snyder’s leadership, Case Western Reserve University
has experienced unprecedented fundraising success, setting new records for annual attainment and reaching a $1.5 billion capital campaign goal one and a half years ahead of schedule, with a final attainment of $1.82 billion.

Other Public
Directorships:

    Progressive Insurance Corporation (since 2014)

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PROPOSAL ONE: Election of Directors

David
K. Wilson

LOGO

Age: 64

Director Since: 2014

KeyCorp Committee(s):

 Risk

Biography:

Until his retirement in January 2014, Mr. Wilson served in a variety of
positions with the Office of the Comptroller of the Currency (“OCC”) over the course of a 32-year career, including as
Examiner-In-Charge (“EIC”) of two global banks and in a number of policy focused roles. In 2009, Mr. Wilson transitioned from Large Bank EIC into policy
work, initially as Senior National Bank Examiner and co-chair of the OCC’s National Risk Committee. In 2010, he was appointed Deputy Comptroller for Credit and Market Risk. He then briefly served as
Senior Deputy Comptroller and Chief National Bank Examiner before returning to the field as an EIC. Mr. Wilson is an independent consultant focusing on bank regulatory and risk strategy matters. He is also a member of the board of directors of
KeyBank National Association.

Select Qualifications and Experience:

 Significant bank
regulatory and risk strategy expertise, including providing advice and counsel to the Comptroller of the Currency, testifying before Congress, developing policy, and regulatory rulemaking following the Dodd-Frank Act.

 Extensive
experience and understanding of the financial services regulatory climate, including participating in the Financial Stability Oversight Council (“FSOC”), serving as the OCC representative on FSOC’s Systemic Risk Committee, and
chairing the Federal Financial Institutions Examination Council Task Force on Supervision.

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The Board of Directors and Its Committees

The Board of Directors and Its Committees

The Board
is comprised of 12 independent directors, one member of management (Ms. Mooney), and one non-management, non-independent director (Mr. Crosby). Three of our
directors have joined the Board since 2015, including two directors as a result of the First Niagara merger. The average tenure of our current Board members is approximately seven years.

Board Leadership Structure

Our Board is committed to independent Board leadership. la
Board’s independent leadership and oversight responsibilities are realized through the guidance of our independent Lead Director, our independent Board committee chairs, and the full involvement of each of our independent directors.
KeyCorp’s independent directors have elected Alexander M. Cutler as the Board’s independent Lead Director for 2019.

Among his specific responsibilities,
the independent Lead Director:

presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent
et non-management directors held after each regularly scheduled Board meeting;

serves as liaison between the Chairman and the independent and non-management directors;

approves Board meeting schedules as well as meeting materials and agendas for each full Board meeting and executive sessions
of independent and non-management directors;

has the authority to call meetings of the independent and non-management directors
or the full Board at any time;

participates in discussions with major shareholders regarding governance matters as part of KeyCorp’s proactive
shareholder engagement;

is in frequent contact with the Chairman with respect to major issues and strategic opportunities before KeyCorp, and any
significant actions contemplated by KeyCorp are discussed with the Lead Director at an early stage;

advises on the retention of independent consultants to the Board;

interviews all candidates for election to the Board;

oversees changes to the composition of Board committees;

assists the Board and management in assuring compliance with applicable securities laws and fiduciary duties to
shareholders;

oversees initiatives to implement enhancements to KeyCorp’s governance policies and the Corporate Governance
Guidelines;

serves as a focal point for independent Committee Chairs, providing guidance, coordination, and advice for the committees;

together with the Chair of the Compensation and Organization Committee, facilitates the evaluation of the performance of
KeyCorp’s Chief Executive Officer; et

is available for additional duties as they may arise.

The Lead Director seeks input from independent and non-management directors during executive sessions with respect to items to be
included on the agenda for each Board meeting and provides feedback from the independent and non-management directors while engaging in the agenda-building process.

Annually, the independent and non-management directors assess the effectiveness of the Lead Director and provide feedback on the
performance of the Lead Director’s specified responsibilities. The formal evaluation process is conducted with the Lead Director excused from participation.

Each standing committee of the Board is chaired by an independent director and consists solely of independent directors. Our independent directors have extensive
corporate governance and leadership experience, and many have significant public company experience. Three of our independent directors are or have been chief executive officers with public companies.

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The Board of Directors and Its Committees

In 2011, the Board elected Beth Mooney as KeyCorp’s Chairman and Chief Executive Officer. The Board believes that KeyCorp has been well served by
Ms. Mooney’s combined role as Chairman and Chief Executive Officer. Ms. Mooney’s combined leadership role has allowed her to set the overall tone and direction for KeyCorp, maintain consistency in the internal and external
communication of our strategic and business priorities, and have primary responsibility for managing KeyCorp’s operations. Our many conversations between our directors and our shareholders regarding their views on Board leadership and
independent oversight have confirmed our view that a strong, effective Lead Director, like Mr. Cutler, an independent Board, and independent key committees provide the independent leadership necessary to balance the combined Chairman and Chief
Executive Officer role and, with the formal and informal mechanisms we have in place to facilitate the work of the Board and its committees, results in the Board effectiveness and efficiency that our shareholders expect.

The Board annually (or more often if a new Chief Executive Officer is selected) evaluates KeyCorp’s leadership structure to assess whether it remains appropriate
for the Company, taking into account a variety of factors including KeyCorp’s size, the nature of its business, the regulatory framework in which it operates, and the leadership structure of its peers. Additionally, our Regulations provide the
Board with flexibility to separate or combine the roles of Chairman and Chief Executive Officer as it deems necessary from time to time and on a case-by-case alapján. la
Board believes that a primary consideration for KeyCorp is that, as a large financial institution subject to significant regulation, KeyCorp must communicate swiftly and consistently with our stakeholders, including our regulators. We believe that
swift and consistent communication is significantly furthered by KeyCorp’s leadership, through our Chairman and Chief Executive Officer, speaking as a single voice on behalf of both the Board and management.

Board and Committee Responsibilities

KeyCorp’s Board of Directors delegates various
responsibilities and authority to its four standing committees: Audit, Nominating and Corporate Governance, Compensation and Organization, and Risk. The Board has also established an Executive Committee that serves the functions described on
page 14 of this proxy statement. The committees regularly report on their activities and actions to the full Board. The Board, with the recommendation of the Nominating and Corporate Governance Committee and in consultation with the Lead
Director, appoints the members of the committees, and has determined that each member of a standing committee is an independent director under New York Stock Exchange independence standards.

The Board held nine meetings during 2018. At every regularly-scheduled Board meeting, the independent and non-management membres
of the Board met in executive session (i.e., without Ms. Mooney or any other employee of KeyCorp present). The members of the Board attended, on average, approximately 96% of Board meetings and committee meetings held during 2018. No director
attended less than 75% of such meetings. KeyCorp Board members are expected to attend the Annual Meeting of Shareholders, and all Board members serving at that time did so for the 2018 Annual Meeting of Shareholders.

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The Board of Directors and Its Committees

The following describes the responsibilities and current membership of the standing committees of the Board and the number of times each committee met in 2018.

Audit Committee

Chair:

Charles P. Cooley

Other Members:

H. James Dallas

Richard J. Hipple

Kristen L. Manos

Száma

Meetings in 2018: 14

Primary Responsibilities

   Oversees the development of, and reviews, the financial information
provided to KeyCorp’s shareholders

   Is directly responsible for the appointment, compensation, retention, and oversight of our independent auditor, oversees the audit fees negotiations with our independent auditor, and has sole
authority to approve audit fees

   
Has responsibility over all KeyCorp internal audit and credit risk
review functions, financial reporting, legal matters, and fraud risk

    Oversees any material examinations of KeyCorp and its affiliates
conducted by federal, state, or other authorities, and may supervise and direct any other special projects or investigations the committee deems necessary

Together with the Risk Committee, oversees and reviews our
allowance for loan and lease losses methodology and monitors operational risk, and

Serves as the audit committee for KeyCorp’s subsidiary,
KeyBank National Association.

Independence

The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Board has
determined that all members of the Audit Committee are “independent” as that term is defined in Section 303A.02 of the New York Stock Exchange’s listing standards.

Audit Committee Financial Experts

The Board of Directors has determined that Mr. Cooley and Mr. Hipple each qualify as an “audit committee financial expert,” as defined in
Item 407(d)(5) of Regulation S-K.

Nominating and Corporate Governance Committee

Chair:

Alexander M. Cutler

Other Members:

Charles P. Cooley

Elizabeth R. Gile

William G. Gisel, Jr.

Carlton L. Highsmith

Száma

Meetings in 2018: 6

Primary Responsibilities

   Recommends to the Board nominees to stand for election as
directors

   Oversees the annual Board self-assessment process (including
individual director self-assessments and the evaluation of the Lead Director), as well as KeyCorp’s policies and practices on significant issues of corporate social responsibility

    Oversees corporate governance matters generally

    Oversees and reviews KeyCorp’s directors’ and
officers’ liability insurance program

   
Supports the Compensation and Risk Committees by facilitating a meeting of all independent Board committee Chairs to discuss the linkage between enterprise risk and compensation at KeyCorp,
et

With the aid of market data, annually reviews and recommends to the
Board a director compensation program that may include equity-based incentive compensation (no executive officer of KeyCorp has any role in determining the amount of director compensation, although the committee may seek assistance from our
executive officers in designing equity compensation programs for directors).

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The Board of Directors and Its Committees

Compensation and Organization Committee

Chair:

William G. Gisel, Jr.

Other Members:

Bruce D. Broussard

Alexander M. Cutler

Barbara R. Snyder

Száma

Meetings in 2018: 7

Primary Responsibilities

   
Supports KeyCorp’s efforts to attract, retain, develop, and
reward talent so that we can achieve our business objectives

Is responsible for overseeing the compensation of our senior
executives, certain of our compensation programs, and our talent management and organizational development processes

   Evaluates the competitiveness of our compensation programs and
assesses the effectiveness of our leadership development and strategic hiring objectives

   Oversees the process for developing, implementing, and administering
succession planning for the Chairman and Chief Executive Officer and assesses succession planning for key executives

    Approves the performance goals, performance objectives, and the
compensation of our Chief Executive Officer and other senior executives and evaluates their performance relative to those goals and objectives

    Establishes our overall compensation philosophy and oversees the
implementation of this philosophy as it relates to our incentive compensation arrangements, including through approval of our incentive compensation policy

   Is responsible for enforcing the compensation clawback policy

   
Appoints, directs, and oversees its independent advisors and
performs additional duties described in its Charter, and

    May delegate its authority to a subcommittee of its members and may
allow limited delegations to management.

Independence

The Board of Directors has determined that all members of the Compensation Committee are “independent” as that term is defined in Section 303A.02 of the
New York Stock Exchange’s listing standards.

Further discussion of the Compensation
Committee can be found beginning on page 24 of this proxy statement under the heading “Compensation Discussion and Analysis.”

Risk Committee

Chair:

Elizabeth R. Gile

Other Members:

Ruth Ann M. Gillis

Carlton L. Highsmith

David K. Wilson

Száma

Meetings in 2018: 8

Primary Responsibilities

   
Is responsible for assisting the Board with strategies, policies,
procedures, and practices relating to the assessment and management of KeyCorp’s enterprise-wide risks, including credit risk, market risk, liquidity risk, compliance risk, operational risk, and other risks

Plays a crucial role in overseeing KeyCorp’s capital adequacy
and compliance with regulatory capital requirements

    Reviews and approves KeyCorp’s capital plan and recommends share repurchase authorizations to the Board consistent with approved capital plans

   May exercise such authority as the Board delegates in connection
with the authorization, sale, and issuance by KeyCorp of debt and other equity securities, and

Together with the Audit Committee, oversees and reviews our
allowance for loan and lease losses methodology.

The Board also has an Executive Committee, comprised of Ms. Mooney (Chair), Mr. Cooley, Mr. Cutler, Ms. Manos, and
Ms. Snyder, which may exercise the authority of the Board, to the extent permitted by law, on any matter requiring Board or committee action between Board or committee meetings. The Executive Committee did not hold any meetings in 2018.

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Board Oversight of Risk

Our Board leadership and committee structure supports the
Board’s risk oversight function. Generally, each Board committee oversees the following risks:

The Risk Committee has primary oversight responsibility for enterprise-wide risk at KeyCorp, including credit risk, market
risk, liquidity risk, compliance risk, operational risk (including cybersecurity), as well as reputational and strategic risks, and oversight of the actions taken to mitigate these risks.

The Audit Committee has primary oversight responsibility for internal audit, financial reporting, legal matters, and fraud
risk.

The Compensation Committee has primary oversight responsibility for risks related to KeyCorp’s compensation policies
and practices.

The Nominating and Corporate Governance Committee has primary oversight responsibility for significant issues of corporate
social responsibility.

The Audit and Risk Committees jointly oversee and review the allowance for loan and lease losses methodology and monitor
operational risk.

The committees receive, review, and evaluate management reports on risk for their areas of risk oversight. At each Board meeting, the Chair of
each Board committee reports to the full Board on risk oversight issues.

Our Board structure enables the Board to exercise vigorous oversight of key issues relating
to management development, succession and compensation, compliance and integrity, corporate governance, cybersecurity, and company strategy and risk. With respect to risk, the Board oversees that Key’s risks are managed in a manner that is
effective and balanced and adds value for Key’s shareholders. The Board understands Key’s risk philosophy, approves Key’s risk appetite, inquires about risk practices, reviews the portfolio of risks, compares the actual risks to the
risk appetite, and is apprised of significant risks, both current and emerging, and determines whether management is responding appropriately. With respect to risk and other areas that it oversees, the Board challenges management and promotes
accountability.

KeyCorp has formed a senior level management committee, the Enterprise Risk Management Committee (“ERM Committee”), consisting of
Ms. Mooney and other senior officers at KeyCorp, including KeyCorp’s Chief Risk Officer. The ERM Committee meets weekly and is central to ensuring that the corporate risk profile is managed in a manner consistent with KeyCorp’s risk
appetite. The ERM Committee also is responsible for implementation of KeyCorp’s Enterprise Risk Management Policy that encompasses KeyCorp’s risk philosophy, policy framework, and governance structure for the management of risks across the
entire company. The Risk Committee of the Board oversees KeyCorp’s risk management program, including the ERM Committee. The Board of Directors approves the Enterprise Risk Management Policy and sets the overall level of risk KeyCorp is willing
to accept and manage in pursuit of its strategic objectives.

Oversight of Compensation-Related Risks

KeyCorp’s compensation program is designed
to offer competitive pay for performance, aligned with KeyCorp’s short- and long-term business strategies, approved risk appetite and defined risk tolerances, and shareholders’ interests. Reviews of KeyCorp’s compensation plans by the
Compensation Committee and KeyCorp management did not identify any plan that was reasonably likely to have a material adverse impact on KeyCorp or that would incentivize excessive risk-taking. The Compensation Committee also reviewed KeyCorp’s
compensation plans to monitor compliance with KeyCorp’s risk management tolerances and safety and soundness requirements.

KeyCorp has a well-developed
governance structure for its incentive compensation programs, including roles for the Board of Directors, senior management, lines of business and control functions. The Board oversees KeyCorp’s incentive compensation programs, primarily
through the Compensation Committee, with additional input and guidance from its Nominating and Corporate Governance, Risk, and Audit Committees. In addition to directly approving compensation decisions for senior executives, the Compensation
Committee also approves KeyCorp’s overall Incentive Compensation Policy and Program so that KeyCorp’s incentive compensation practices remain in alignment with KeyCorp’s risk management practices. KeyCorp’s Incentive Compensation
Policy and Program are intended to enhance KeyCorp’s risk management practices by rewarding appropriate risk-based performance.

We maintain a detailed and
effective strategy for implementing and executing incentive compensation arrangements that provide balanced risk-taking incentives. KeyCorp’s incentive compensation arrangements are designed, monitored, administered, and tested by a
multidisciplinary team drawn from various areas of KeyCorp, including Risk Management. Ez

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team is charged with seeing that our incentive compensation arrangements align with risk management practices and support the safety and soundness of the organization.
From initial plan design to individual awards, KeyCorp’s program incorporates sound compensation principles and risk-balancing at every stage of the incentive compensation process, including:

the identification of employees who have the ability to influence or control material risk;

the use of risk-balancing mechanisms across all incentive plans that take into account the primary risks associated with
employee roles;

the deferral of incentive compensation to balance risk and align an employee’s individual interests with KeyCorp’s
future success and safety and soundness;

the development of clawback policies and procedures to recoup certain incentive compensation paid to employees in the event
of certain risk-based events; et

the annual assessment of risk-balancing features, the degree to which selective plan design features affect risk-taking, the
alignment of incentive metrics with business objectives, the overall competitiveness of the pay opportunity, the participation of control functions, and the effectiveness of monitoring and administration of the plans.

Director Independence

The Board of Directors has determined that all members of the
Board of Directors (i.e.. Mss. Gile, Gillis, Manos, and Snyder, and Messrs. Broussard, Cooley, Cutler, Dallas, Gisel, Highsmith, Hipple, and Wilson), other than Ms. Mooney and Mr. Crosby, are independent directors and independent
for purposes of the committees on which they serve. Additionally, the Board of Directors previously determined that Austin A. Adams and Demos Parneros, who served as directors until their retirements on May 10, 2018 and July 11, 2018,
respectively, were independent. These determinations were made after reviewing the relationship of these individuals to KeyCorp in light of KeyCorp’s Standards for Determining Independence of Directors and the independence requirements of the
New York Stock Exchange. Due to Mr. Crosby’s former position as Chief Executive Officer of First Niagara, the Board determined that Mr. Crosby is not an independent director.

To determine the independence of the members of the Board, the Board considered certain transactions, relationships, or arrangements between those directors, their
immediate family members, or their affiliated entities, on the one hand, and KeyCorp or one or more of its subsidiaries, on the other hand. Certain directors, their respective immediate family members, and/or affiliated entities have banking
relationships with Key, such as consumer banking products or credit relationships. In addition, an affiliated entity of one of the directors received a charitable contribution from Key.

The Board determined that all of these transactions, relationships, or arrangements were made in the ordinary course of business, were made on terms comparable to those
that could be obtained in arms’ length dealings with an unrelated third party, were not criticized or classified, non-accrual, past due, restructured or a potential problem, complied with applicable
banking laws, were immaterial, and did not otherwise impair any director’s independence. Additionally, during the last three fiscal years, there were no transactions between KeyCorp and any affiliated entities of the directors under which
payments made or received exceeded 1% of the consolidated gross revenue of either KeyCorp, on the one hand, or the affiliated entity, on the other hand.

Related Party Transactions

Any transaction, relationship, or arrangement with KeyCorp or its subsidiaries in which a KeyCorp director, executive officer, or other related person has a direct or
indirect material interest is subject to KeyCorp’s Policy for Review of Transactions between KeyCorp and its Directors, Executive Officers, and Other Related Persons. The Nominating and Corporate Governance Committee is responsible for applying
the policy and uses the following factors identified in the policy in making its determinations:

whether the transaction conforms to KeyCorp’s Code of Ethics and Corporate Governance Guidelines and is in
KeyCorp’s best interests;

whether the transaction is entered into in the ordinary course of KeyCorp’s business;

whether the terms of the transaction are comparable to terms that could be obtained in arms’ length dealings with an
unrelated third party;

whether the transaction must be disclosed under Item 404 of Regulation S-K under the Exchange Act; et

whether the transaction could call into question the independence of any of KeyCorp’s
non-employee directors.

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The policy provides exceptions for certain transactions, including those available to all KeyCorp employees generally, those involving compensation or indemnification of
executive officers or directors authorized by the Board of Directors or one of its committees, those involving the reimbursement of routine business expenses, and those occurring in the ordinary course of business.

Banking and Credit Transactions with KeyCorp Executive Officers and Directors

From time to time during 2018, many of our directors and executive officers and some of their immediate family members and affiliated entities had deposit or credit
relationships with KeyBank National Association (“KeyBank”) or other KeyCorp subsidiaries in the ordinary course of business. Additional transactions and banking relationships may continue in the future.

First Niagara Bank, National Association, which has since merged into KeyBank, previously made a residential mortgage loan to an immediate family member of
Mr. Crosby under First Niagara’s loan program for employees, which included an interest rate discount. At December 31, 2018, the amount outstanding on the loan to Mr. Crosby’s immediate family member was $178,171.27, and the
largest amount outstanding on the loan during 2018 was $183,841.62. The amount of principal and interest paid during 2018 was $10,897.92, and the amount of interest payable during the remainder of the loan is $71,107.57.

All other credit relationships with our directors, executive officers, and other related persons were made in the ordinary course of business on substantially the same
terms, including interest rate and collateral terms, as those prevailing at the time for comparable transactions with unrelated third parties and did not present heightened risks of collectability or other unfavorable features to KeyCorp or its
subsidiaries.

Additionally, loans and extensions of credit by KeyBank to our directors, executive officers, and their related interests were made in compliance with
Regulation O under federal banking law and KeyBank’s related policies and procedures. In addition to satisfying the standard set forth in the preceding paragraph, our Regulation O policies and procedures require that:

the amount of credit extended does not exceed individual and aggregate lending limits, depending upon the identity of the
borrower and the nature of the loan; et

any extension of credit in excess of $500,000 be approved by the Board of Directors of KeyBank.

Shareholder Engagement

In order for management and the Board to better understand and
consider shareholders’ perspectives, we regularly communicate with our shareholders, including to solicit and discuss their views on governance, executive compensation and other matters. We believe our regular engagement has been productive and
provides an open exchange of ideas and perspectives for both the Company and our shareholders.

In October 2018, KeyCorp hosted an investor day in New York City for
institutional investors and equity analysts. Key’s leadership team highlighted our strategy, the progress we’ve made in transforming our business, and how the company is positioned for growth. Additionally, throughout 2018, members of
management and our independent Lead Director participated in discussions with a number of institutional shareholders, including many of our largest shareholders. Overall, participating investors expressed support for the Company’s governance
and compensation practices. Feedback received during these meetings was presented to and discussed by the Nominating and Corporate Governance Committee, Compensation Committee and, as appropriate, other Board committees and the entire Board.

After considering feedback received from shareholders in recent years, we:

intend to amend the Regulations to adopt a meaningful proxy access right for shareholders reflecting terms described in
Proposal Six of this proxy statement (subject to the approval by our shareholders of Proposal Six);

formalized additional responsibilities for the independent Lead Director and added disclosure about the Lead Director’s
activities (see page 11 of this proxy statement);

formalized an annual evaluation of the Lead Director and incorporated the evaluation process in our Corporate Governance
Guidelines;

increased our website disclosure with respect to our political spending and activity;

enhanced our public disclosures about employee diversity and pay equity;

provided additional disclosure about the Audit Committee’s oversight and engagement of the independent auditor in the
Audit Committee Report at page 55 in this proxy statement; et

created a robust summary (at pages i to iv in this proxy statement) and enhanced our Compensation Discussion and Analysis
that begins at page 24 in this proxy statement.

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In addition, our Chief Executive Officer, Chief Financial Officer, Director of Investor Relations, and other members of our senior management team receive regular
feedback from the investment community—through investor visits, meetings, and conferences—regarding our strategy, financial results, and other topics of interest, and regularly brief our Board on this feedback.

Director Education

Throughout the year, our directors participate in continuing
education activities and receive educational materials on a wide variety of topics (including, corporate governance, the financial services industry, cybersecurity, executive compensation, risk management, finance, and accounting). Annually, the
Board holds director education sessions focusing on topics suggested by the directors at the November meeting of the Board and its committees. From time to time, our directors may also attend seminars and other educational programs at KeyCorp’s
coûts. These educational opportunities provide our directors with timely updates on best practices among our peers and in the general marketplace and further supplement our directors’ significant business and leadership experiences.

Communication with the Board

Interested parties may submit comments about KeyCorp to the
directors in writing at KeyCorp’s headquarters at 127 Public Square, Cleveland, Ohio 44114. Correspondence should be addressed to “Lead Director, KeyCorp Board of Directors, care of the Secretary of KeyCorp” and marked
“Confidential.”

Interested parties wishing to communicate with the Audit Committee regarding accounting, internal accounting controls, or auditing matters
may directly contact the Audit Committee by mailing a statement of their comments and views to KeyCorp at its corporate headquarters at 127 Public Square, Cleveland, Ohio 44114. Such correspondence should be addressed to “Chair, Audit
Committee, KeyCorp Board of Directors, care of the Secretary of KeyCorp” and should be marked “Confidential.”

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Corporate Governance Documents

Corporate Governance Documents

The KeyCorp Board
of Directors’ Committee Charters, KeyCorp’s Corporate Governance Guidelines, KeyCorp’s Code of Ethics, KeyCorp’s Standards for Determining Independence of Directors, KeyCorp’s Policy for Review of Transactions between
KeyCorp and its Directors, Executive Officers, and Other Related Persons, KeyCorp’s Corporate Responsibility Report, and KeyCorp’s Statement of Political Activity for 2018 are all posted on KeyCorp’s website: www.key.com/ir.
Copies of these documents will be delivered, free of charge, to any shareholder who contacts KeyCorp’s Investor Relations Department at (216) 689-4221.

Corporate Governance Guidelines

The Board has adopted written Corporate Governance Guidelines
(the “Guidelines”) that detail the Board’s corporate governance duties and responsibilities, many of which are described herein. The Guidelines take into consideration, and are reviewed annually and updated periodically to reflect,
best practices in corporate governance and applicable laws and regulations. The Guidelines address a number of matters applicable to directors (such as director qualification standards and independence requirements, share ownership guidelines, and
succession planning and management) and management (such as stock ownership guidelines for management and procedures for the annual evaluation of our Chief Executive Officer).

Code of Ethics

We are committed to the highest standards of ethical integrity.
Accordingly, the Board of Directors has adopted a Code of Ethics for all of KeyCorp’s (and its subsidiaries’) employees, officers, and directors, which was last amended in July 2018. We will promptly disclose any waiver or amendment to our
Code of Ethics for our executive officers or directors on our website. Our Code of Ethics ensures that each employee, officer, and director understands the basic principles that govern our corporate conduct and our core values of Teamwork, Respect,
Accountability, Integrity, and Leadership.

Statement of Political Activity

An important part of our commitment to our community includes
active participation in the political and public policy process that impacts the lives of our customers, shareholders, and business. As a large financial institution, our business is highly regulated at the federal, state, and local levels. We
believe it is critically important to take a constructive role in the political process that will shape the future of business, our industry, and our community.

la
Nominating and Corporate Governance Committee of the Board meets annually with a member of KeyCorp’s Government Relations team to review KeyCorp’s policies and practices regarding political contributions. Policies and practices reviewed by
the Nominating and Corporate Governance Committee include KeyCorp’s policies regarding doing business with public entities, the Government Relations jóváhagyást megelőző process for ballot issue support and the
KeyCorp Advocates Fund (political action committee) annual report.

Corporate Responsibility Report

Our purpose is to help our clients and
communities thrive, which we drive through our commitment to responsible banking, responsible citizenship, and responsible operations. We are more focused than ever on participating in the economic expansion, revitalization, and resurgence of the
communities we so proudly serve, as well as helping to strengthen the financial wellness of every client. Beyond traditional banking, we do this best through philanthropy, community development, sustainability, and diversity and inclusion.

The Nominating and Corporate Governance Committee of the Board oversees KeyCorp’s policies and practices on significant issues of corporate social responsibility.
Detailed information regarding KeyCorp’s (and its subsidiaries’) and the KeyBank Foundation’s corporate responsibility priorities and progress can be found in our annual Corporate Responsibility Report. We use the Global Reporting
Initiative (GRI) framework to provide transparent disclosure of Key’s most significant areas of impact in a manner comparable with peers and industry benchmarks.

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Ownership of KeyCorp Equity Securities

Ownership of KeyCorp Equity Securities

la
following table reports the number of KeyCorp equity securities that were beneficially owned by the directors of KeyCorp, the Named Executive Officers, and all directors, nominees for director and all executive officers of KeyCorp as a group, and
each person reported to us to beneficially own more than 5% of our common shares. Beneficially-owned KeyCorp equity securities include directly or indirectly owned KeyCorp common shares and any KeyCorp common shares that could be acquired within 60
days of the record date through the exercise of an option or through the vesting or distribution of deferred shares. The column “Other Deferred Shares Owned” reports the number of deferred shares owned that will not vest or be distributed
within 60 days of the record date.

This information is provided as of the record date, March 29, 2019.

Name

Common

Shares

Options

(1)

halasztott

Shares

(2)(3)(4)

Total

Beneficial

Ownership
(5)

Total

Beneficial

Ownership

as a% of

Outstanding

Common

Shares

(6)

Más

halasztott

Shares

Owned

(2)(3)(4)

Combined
Beneficial
Ownership
and Other
halasztott
Shares
Owned

(5)

Bruce D. Broussard

15,724 8,395 24,119 6,129 30,248

Charles P. Cooley

25,005 3,065 28,070 85,496 113,566

Gary M. Crosby

536,989 6,654 543,643 543,643

Alexander M. Cutler

175,769 175,769 58,015 233,784

H. James Dallas

98,791 11,460 110,251 110,251

Elizabeth R. Gile

28,213 8,395 36,608 37,196 73,804

Ruth Ann M. Gillis

95,412 95,412 50,737 146,148

William G. Gisel, Jr.

17,900 17,900 64,646 82,546

Christopher M. Gorman

414,467 695,831 1,110,298 283,060 1,393,358

Carlton L. Highsmith

61,125 9,515 6,654 77,294 77,294

Richard J. Hipple

23,984 7,870 31,855 30,101 61,956

Donald R. Kimble

318,725 129,279 448,004 167,804 615,808

Kristen L. Manos

78,258 78,258 105,946 184,204

Mark W. Midkiff

12,458 12,458 61,066 73,523

Beth E. Mooney

1,230,701 1,196,748 2,427,449 500,775 2,928,225

Andrew J. “Randy” Paine III

229,268 183,573 412,841 210,683 623,524

Barbara R. Snyder

14,763 14,763 100,662 115,424

David K. Wilson

18,224 4,805 23,029 13,307 36,336

All directors and executive
officers as a group
(29 persons)

4,754,273 2,944,926 57,299 7,756,498 2,491,545 10,248,043

The Vanguard Group (7)

115,800,986 115,800,986 11.56 %

BlackRock, Inc. (8)

69,532,636 69,532,636 6.94 %

J.P. Morgan Chase & Co. (9)

52,334,060 52,334,060 5.23 %

(1)

This column includes options (including in-the-money and out-of-the-money options) to acquire KeyCorp common shares
exercisable on or within 60 days of March 29, 2019.

(2)

Deferred shares issued under the prior KeyCorp Directors’ Deferred Share Plan or the current Directors’
Deferred Share Sub-Plan to the KeyCorp 2013 Equity Compensation Plan (the “Directors’ Deferred Share Sub-Plan”) are payable three years from their award date, one-half in cash and one-half in common shares, or immediately if a
director separates from the Board for any reason prior to the third

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anniversary of the award. A director may elect to defer the payment of all or some of his or her deferred shares beyond the third anniversary of the award date (“Further Deferred Shares”). In that case, the
Further Deferred Shares will be distributed entirely in common shares on (and only on) the deferral date selected by the director. Deferred shares payable in common shares (other than Further Deferred Shares) are included in the column
“Deferred Shares” because they may be distributed to the director as common shares immediately upon separation from the Board. Further Deferred Shares, and directors’ fees that have been deferred under the Directors’ Deferred
stock Sub-Plan or, previously, the KeyCorp Second Directors’ Deferred Compensation Plan, are included in the column “Other Deferred Shares Owned” because they are only payable on the deferral
date selected by the director, which is not on or within 60 days of March 29, 2019 for any director. Deferred shares payable in cash are not reflected in this table. For more information, please see “Directors’ Compensation” on
page 51 of this proxy statement.

(3)

The column “Deferred Shares” includes deferred shares, performance units, and restricted stock units held by
executive officers that will be payable in KeyCorp common shares on or within 60 days of March 29, 2019. Deferred shares, performance units, and restricted stock units payable in common shares to executive officers, but not on or within 60 days
of March 29, 2019, are reported in the column “Other Deferred Shares Owned.” Performance units are subject to vesting based on the achievement of certain performance goals, as discussed in the Compensation Discussion and Analysis
beginning on page 24 of this proxy statement. The number of performance units set forth in these columns reflects a “target” amount of performance units determined for each executive officer on the grant date. The number of performance
units that ultimately vest as common shares for each executive officer may be higher or lower depending upon actual performance relative to the performance goals at the end of the measurement period.

(4)

Deferred shares, performance units, and restricted stock units payable in common shares do not have common share voting
rights or investment power until the shares or units have been distributed as common shares in accordance with the plan or agreement under which they were granted or awarded.

(5)

Totals may not foot due to rounding.

(6)

No director or executive officer beneficially owns (and collectively all 29 directors and executive officers do not
beneficially own) common shares, and options, deferred shares, performance units, and restricted stock units payable in common shares on or within 60 days of March 29, 2019, totaling more than 1% of the outstanding common shares of
KeyCorp. The percentages set forth in this column for the holders of more than 5% of our common shares appear as reported by each such holder to the Securities and Exchange Commission on Schedules 13G, as discussed below.

(7)

Based solely upon information contained in the Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”)
with the Securities and Exchange Commission on February 11, 2019. Vanguard reported that it owned beneficially 115,800,986 common shares, held sole voting power over 1,213,586 common shares, held sole power to dispose or to direct the
disposition of 114,385,762 common shares, held shared voting power over 214,068 common shares, and held shared power to dispose or to direct the disposition of 1,415,224 common shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of
Vanguard, is the beneficial owner of 892,452 common shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 830,497
common shares as a result of its serving as investment manager of Australian investment offerings. The reported address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

(8)

Based solely upon information contained in the Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”), for
itself and on behalf of various subsidiaries identified therein, with the Securities and Exchange Commission on February 6, 2019. BlackRock reported that it owned beneficially 69,532,636 common shares, held sole power to dispose or to direct
the disposition of 69,532,636 common shares, and held sole power to vote or direct the voting power over 60,842,357 common shares. Each of the following entities has been identified by BlackRock as a direct or indirect subsidiary that beneficially
owns KeyCorp common shares: BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited;
BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock
(Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; BlackRock (Singapore) Limited; and BlackRock Fund Managers Ltd. The
reported address of BlackRock is 55 East 52nd Street, New York, NY 10055.

(9)

Based solely upon information contained in the Schedule 13G filed by J.P. Morgan Chase & Co. (“JP
Morgan”), for itself and on behalf of various subsidiaries identified therein, with the Securities and Exchange Commission on February 13, 2019. JP Morgan reported that it owned beneficially 52,334,060 common shares, held sole power to
dispose or to direct the disposition of 51,580,509 common shares, held sole power to vote or direct the voting power over 42,803,288 common shares, held shared voting power over 472,453 common shares, and held shared power to dispose or to direct
the disposition of 743,670 common shares. Each of the following entities has been identified by JP Morgan as a direct or indirect subsidiary that beneficially owns KeyCorp common shares: J.P. Morgan Investment Management Inc.; JPMorgan Chase Bank,
National Association; JPMorgan Asset Management (UK) Limited; J.P. Morgan International Bank Limited; J.P. Morgan (Suisse) SA; J.P. Morgan Trust Company of Delaware; J.P. Morgan Securities LLC; and J.P. Morgan Private Investments Inc. The reported
address of JP Morgan is 270 Park Avenue, New York, NY 10017.

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Ownership of KeyCorp Equity Securities

Executive Officer and Director Equity Ownership Guidelines

KeyCorp’s Corporate Governance Guidelines state that, by the
fifth anniversary of his or her election to the Board or as an officer of KeyCorp: (i) each non-employee director should own KeyCorp equity securities with a value at least equal to five times
KeyCorp’s non-employee director annual retainer, including at least 1,000 directly-owned KeyCorp common shares; (ii) the Chief Executive Officer should own KeyCorp equity securities with a value at
least equal to six times her base salary, including at least 10,000 directly-owned KeyCorp common shares; (iii) the senior executives who are members of KeyCorp’s Management Committee should own KeyCorp equity securities with a value at
least equal to three times his or her base salary, including at least 5,000 directly-owned KeyCorp common shares; and (iv) other senior executives should own KeyCorp equity securities with a value at least equal to two times his or her base
salary, including at least 2,500 directly-owned KeyCorp common shares. For more information, please see our Compensation Discussion and Analysis beginning on page 24 of this proxy statement.

Pledging and Speculative Trading of KeyCorp Securities

Our insider trading policy restricts our employees, officers and
directors from engaging in speculative trading transactions (including hedging transactions, such as the use of prepaid variable forwards, equity swaps, collars, or exchange funds) involving KeyCorp securities and from pledging KeyCorp securities.
During 2018, no director or executive officer pledged as collateral or engaged in speculative trading with respect to any KeyCorp securities.

Section 16(a) Beneficial Ownership Reporting Compliance

KeyCorp’s directors, executive officers, and beneficial
owners of more than 10% of any class of equity securities of KeyCorp are required to report their initial ownership and certain changes in ownership of KeyCorp securities to the Securities and Exchange Commission. The Securities and Exchange
Commission has established certain due dates and requirements for these reports. Based upon our review of records received by KeyCorp and written representations from the directors and executive officers, KeyCorp knows of no director, executive
officer, beneficial owner of more than 10% of any class of equity securities of KeyCorp who failed to timely file any report required to be filed during 2018.

Equity Compensation Plan Information

KeyCorp is authorized to issue its common shares under the KeyCorp 2013 Equity Compensation Plan (the “2013 Plan”) and the KeyCorp Amended and Restated
Discounted Stock Purchase Plan (the “DSP Plan”). KeyCorp is no longer authorized to issue its common shares under, but still has awards outstanding under: (i) the KeyCorp 2010 Equity Compensation Plan (the “2010 Plan”);
(ii) the KeyCorp Deferred Equity Allocation Plan; (iii) the KeyCorp Directors’ Deferred Share Plan; and (iv) the KeyCorp 2004 Equity Compensation Plan (the “2004 Plan”).

Shareholders approved the 2013 Plan at the 2013 Annual Meeting of Shareholders. At December 31, 2018, 24,147,422 common shares remained available for future
issuance under the 2013 Plan. Shareholders approved the DSP Plan in 2003. At December 31, 2018, 1,467,162 common shares remained available for future issuance under the DSP Plan.

The following table provides information about KeyCorp’s equity compensation plans as of December 31, 2018:

(A)

(B)

(c)

Plan Category

Securities to
lenni
kiadott
upon exercise
of outstanding
options,
warrants and
droits

(#)

Weighted-
átlagos
gyakorlat
prix
nak,-nek
exceptionnel
options,
szavatolja
and rights

($)

Securities
remaining available
a jövöért
kiadás
under equity
kártérítés
plans (excluding
securities reflected
in column (a))

(#)(2)

Equity compensation plans approved by security holders (1)

8,000,502 11.89 25,614,584

Equity compensation plans not approved by security
holders (3)

Total

8,000,502 11.89 25,614,584

(1)

The table does not include 17,107,661 unvested shares of time-lapsed and performance-based restricted stock awarded
under the 2013 Plan, the 2010 Plan, and the 2004 Plan, and 286,561 unvested shares of time-lapsed restricted stock grants assumed in connection with the First Niagara merger in 2016. These unvested restricted shares were issued when awarded and
consequently are included in KeyCorp’s common shares outstanding.

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Ownership of KeyCorp Equity Securities

(2)

The Compensation Committee of the Board has determined that KeyCorp may not grant options to purchase KeyCorp common
shares, shares of restricted stock, or other share grants under its long-term compensation plans in an amount that exceeds six percent of KeyCorp’s outstanding common shares in any rolling three-year period.

(3)

The table does not include outstanding options to purchase 95,833 common shares assumed in connection with the First
Niagara merger in 2016. At December 31, 2018, these assumed options had a weighted-average exercise price of $13.60 per share. No additional options may be granted under the plan that governs these options.

More information about these awards can be found in Note 16 (“Stock-Based Compensation”) to the Consolidated Financial Statements beginning on page 149 of our
Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Annual Report”), which was filed with the Securities and Exchange Commission on February 25, 2019.

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Compensation Discussion and Analysis

Compensation Discussion and Analysis

Ez
Compensation Discussion and Analysis describes the pay of our “Named Executive Officers” listed below, along with their titles as of December 31, 2018:

Beth E. Mooney

Andrew J. “Randy” Paine III

Chairman and Chief Executive Officer

Co-Head, Key Corporate Bank

Donald R. Kimble

Mark W. Midkiff

Chief Financial Officer and Vice Chairman

Chief Risk Officer

Christopher M. Gorman

President of Banking and Vice Chairman

Additional information on the compensation of our Named Executive Officers can be found in the 2018 Summary Compensation Table on
page 39 of this proxy statement.

Table of Cplussátrak

The contents of the Compensation Discussion and Analysis are
organized as follows:

Overview of 2018 Performance

2018 was a successful year as we continue to grow, invest for our
future, and deliver on our financial commitments. We continue to deliver results and drive shareholder returns through sound, profitable growth across our franchise, while effectively managing risk and capital. We believe that Key’s distinctive
business model, targeted scale and focused execution position us to outperform. Highlights of 2018 performance include:

The sixth consecutive year of positive operating leverage, driven by record full year revenue and all-time high revenue in several fee-based businesses, including investment banking and debt placement.

Achievement of a meaningful increase in earnings per share (“EPS”) compared to 2017.

Reduction in our cash efficiency ratio to approach our long-term targeted range.

Meaningful improvement from the prior year in our return on tangible common equity ratio.

The Compensation Committee considered Key’s performance with respect to these financial metrics and strategic objectives when evaluating the performance of our
Named Executive Officers and establishing 2018 pay.

Objectives of Our
C
ompensation Program

Our success depends on the ability to attract, retain, motivate, and develop our people. Competition for talent in our business is ongoing, and we make investments to
hire and retain the people we need to serve our customers. Our compensation program is designed to reward employees based on performance, be informed by the market, and align with the interests of our shareholders and the expectations of regulators.

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Compensation Philosophy

Our compensation
philosophy is organized around the following three principles:

Our Principles… How they are applied…

Pay decisions are based on Key’s performance, business unit performance,
and individual performance
—as assessed by our Chairman and Chief Executive Officer and the relevant committee of our Board (or, in the case of our Chairman and Chief Executive Officer, by the Compensation Committee with input from
the full Board);

We emphasize variable and performance-based compensation: Only 14%
of the average pay opportunity for our Named Executive Officers is delivered as base salary.

We deliver pay in a way that reinforces focus on balancing short- and long-term financial performance objectives; et

We require executive officers to satisfy robust levels of
deferral:
While we manage to “total pay” opportunity (i.e., the sum of base salary and incentives) when making pay decisions, we require that at least 60% of the annual “total incentive” (the sum of the annual
incentive paid and the value of long-term incentives granted in a particular year) of the Chairman and Chief Executive Officer (and at least 50% for the other Named Executive Officers) be deferred over a multi-year period and subject to
risk-adjustment, as described in more detail below.

We support sustainable performance with policies that focus on prudent risk-taking and the balance between risk and reward.

We balance compensation risk and reward through a robust governance
process overseen by the Compensation Committee:
We design our compensation programs to appropriately balance risk and reward and regularly monitor these programs to determine whether they create incentives that encourage risk-taking
outside of our risk tolerances. The Compensation Committee:

    May decrease funding for our performance-based incentive plans by as
much as 100% based on our Enterprise Risk Management dashboard or the occurrence of any risk event that warrants such an adjustment.

    Considers each Named Executive Officer’s scorecard
performance—including individual risk performance—before approving any performance-based incentive award.

    May forfeit, offset, reduce, or claw back any Named Executive
Officer’s deferred incentives based on the actual risk-related outcomes of each executive’s performance on which the award is based.

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Compensation Discussion and Analysis

Compensation Governance Best Practices

We support
our compensation program with a number of best practices in governance and executive compensation. In addition, the Compensation Committee regularly evaluates our compensation practices in light of feedback that may be provided by our shareholders
or shareholder advisory firms.

What We Do:

What We Don’t Do:

Impose Robust Stock Ownership Guidelines ranging from six times base salary for our Chairman and Chief Executive Officer,
with a minimum direct ownership requirement of 10,000 common shares, to three times base salary for our other executive officers, with a minimum direct ownership requirement of 5,000 common shares. As of February 28, 2019, four out of five
Named Executive Officers, including the Chairman and Chief Executive Officer, satisfied his or her share ownership requirements. The one Named Executive Officer who did not satisfy the ownership guidelines joined Key in 2018. Executives are
encouraged to meet ownership guidelines within three years and are required to comply within five years.

Subject
Shares to Post-Vesting Holding Requirements,
so that each Named Executive Officer must hold the net shares acquired upon vesting of equity awards until he or she satisfies our share ownership guidelines. Further, our insider trading
policy requires that our Chairman and Chief Executive Officer notify the Chair of the Compensation Committee before she engages in any discretionary transactions involving our shares and the Compensation Committee previously adopted a policy
recommending against the use of so-called “10b5-1” trading plans for our executive officers.

Maintain “Double Trigger” Change of Control Agreements, meaning that severance benefits are due, and equity awards that are assumed in a change of control transaction vest, only if a senior executive
experiences a qualifying termination of employment in connection with a change of control. This requirement is intended to prevent senior executives from receiving change of control benefits without a corresponding loss of employment.

Use Tally Sheets annually for our Named Executive Officers, which include a review of the estimated value of severance payments, the accumulated value of vested and unvested equity awards, and retirement
benefits. The Compensation Committee also reviews the levels and types of compensation provided to executive officers in similar positions at companies in our Peer Group. This practice allows the Compensation Committee to evaluate the total
compensation package provided to these employees and consider the impact of isolated adjustments or incremental changes to specific elements of compensation.

Review Share Utilization regularly, including overhang levels and run-rates, and maintain share utilization levels well within industry norms.

Use an Independent Consultant Retained by the Compensation Committee to assist in developing and reviewing our executive compensation strategy and program. The Compensation Committee, with the assistance of
the independent consultant, regularly evaluates our executive compensation program in light of the compensation practices of our Peer Group to confirm that our compensation programs are consistent with market practice.

×
No Employment Agreements for any executive officer, including any Named Executive Officer.

×
No Tax Gross-Ups on change of control payments or for perquisites, other than on relocation benefits provided to certain senior-level employees upon
hire.

× No Active SERPs, as our executive pension plans were frozen in 2009. No
Named Executive Officer participates in an active supplemental defined benefit plan, although vesting service continues for those Named Executive Officers who participated in such a plan prior to 2009.

×
No Hedging or Pledging of KeyCorp Securities is permitted under our insider trading policy, which prohibits our employees, officers, and directors from
engaging in hedging transactions involving our common shares and from pledging our common shares.

×
No “Timing” of Equity Grants is allowed under our equity approval policy. We do not grant equity awards in anticipation of the release of material,
non-public
information. Similarly, we do not time the release of material, non-public information based on equity grant dates.

×
No Repricing or back-dating of stock options.

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What We Do:

What We Don’t Do:

Subject All Incentives to a Risk-Adjustment Process that begins before grant and extends beyond payment. We reserve the right to adjust funding and/or awards to reflect risks that may be realized, and we
subject all performance-based incentives to forfeiture, reduction, offset, and clawback.

Subject All Incentives to Clawback, which allows us to recover cash and equity incentive compensation paid to any Named Executive Officer, including deferred annual and long-term incentives, if based on
financial results that are subsequently restated, and to cancel outstanding equity awards and recover realized gains if the executive engages in certain “harmful activity.”

Elements of Our Pay Program

We manage to “total pay” opportunity, rather than make
separate decisions on each element of pay. We define total pay opportunity for our Named Executive Officers as the sum of base salary and incentive targets, which are established as described below. Actual total pay for each Named Executive Officer
is the sum of actual base salary for the year (i.e., salary paid for 2018), the annual incentive earned for the performance year (i.e., bonus paid in 2019 for 2018 performance year), and the long-term incentive granted for the performance year
(i.e., long-term incentive granted in 2019). We consider the long-term incentive as part of the compensation for the prior year even though it is granted early in the following year (which differs from how long-term incentives are required to be
reported in the Summary Compensation Table).

Consistent with our pay philosophy, we generally provide our executive officers with a target total pay opportunity
comprised of the following elements of pay: base salary, annual incentive, and deferred incentive compensation (Performance Shares, Restricted Stock Units (RSUs) and Stock Options). The average weighting of those elements described above for 2018 to
our Named Executive Officers (including our Chief Executive Officer) is demonstrated in the chart below:

Average NEO Pay Mix

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The chart above excludes compensation arrangements for Mr. Midkiff that were negotiated at the time of hire.

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Compensation Discussion and Analysis

The target total pay opportunity for each Named Executive Officer is established after considering a number of factors including the level of pay for similar roles in our
industry and among our peers, the executive’s tenure and experience, the complexity of the executive’s role, insights from consultants about market practices and trends, as well as regulatory expectations regarding our pay practices. la
Compensation Committee reviews and approves the target total pay of each executive officer each year. For additional information on how we establish target pay for our Named Executive Officers, see the discussion under “How We Make Pay
Decisions” beginning on page 35 of this proxy statement.

Base Salary

Base salaries represent the sole fixed portion of our Named Executive Officers’ pay. Base salaries are reviewed and approved by the Compensation Committee on a
competitive basis each year based on salaries paid to comparable executives at peer companies, including those in our Peer Group, and considering internal equity. As a general rule, base salary adjustments occur no more frequently than bi-annually. The 2018 base salaries of our Named Executive Officers are reported in the “Salary” column of the 2018 Summary Compensation Table on page 39 of this proxy statement.

Annual Incentives

All executive officers, along
with all employees who are not paid from a business unit incentive plan, are eligible to receive discretionary cash incentives under our Annual Incentive Plan. The funding of the overall bonus pool under our Annual Incentive Plan is based on the
achievement of various financial and strategic goals compared to pre-established targets, as described below. Annual Incentive Plan funding is capped at 150%, with 0% funding for the Named Executive Officers
if a threshold level of performance is not achieved.

The actual annual incentive that may be awarded to any individual Named Executive Officer is determined by the
Compensation Committee after considering the approved funding level of the bonus pool, the executive’s experience and performance, market information, our deferral expectations, the range of pay decisions for the other executive officers and
similarly situated executives, as well as any decision we made to direct total pay towards other elements of pay (e.g., base salary and/or long-term incentives). As a result, while the funding of the Annual Incentive Plan serves to guide the actual
incentive an executive officer may receive, actual awards may and do vary from this funding level.

2018 Performance Measures

In 2018, 60% of our Annual Incentive Plan pool funding was based on our performance on the following three equally-weighted metrics as compared to pre-established targets:

Cash Efficiency Ratio

Return on Tangible Common Equity (ROTCE)

The Compensation Committee selected the Cash Efficiency Ratio to reflect our ongoing focus on growing revenue and managing expenses and included EPS to reflect core
profitability. In 2018, we replaced Pre-Provision Net Revenue (PPNR) with ROTCE due to its high correlation to shareholder value creation and to place greater emphasis on credit quality.

An additional 20% of our Annual Incentive Plan pool funding was based on our performance, relative to the performance of our Peer Group, on the following metrics:
revenue growth, PPNR growth, and the ratio of Net Charge-Offs to Average Loans. We selected these measures to evaluate our performance, relative to our peers, with respect to growth and management of risk.

The remaining 20% of our Annual Incentive Plan pool funding was based on the measurement of our ability to deliver enterprise initiatives related to: (i) improving
client and employee experience and (ii) modernizing processes and supporting technology. The initiatives chosen reflect our ability to run the business more efficiently and productively and create future revenue or expense benefits. la
initiatives were supported by specific objectives and clear measures of success. These objectives were collectively referred to as “operational excellence.”

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2018 Performance & Funding

For the 2018 performance
period, the Compensation Committee approved a 105% funding rate for our 2018 Annual Incentive Plan pool based on our performance against the financial and strategic goals in our Annual Incentive Plan set forth in the table below.

KeyCorp 2018 Annual Incentive
plan

Performance Required for Payout

Performance Goals*

Funding %

Min.

50%

Middle

100%

Max.

150%

Actual
Result
Funding
Rate
Súly

Final

Funding

Earnings Per Share
(EPS)

$1.45

$1.61

$1.71

$1.73

150%

20%

30%

Return on Tangible Common
Equity (ROTCE)

13.3%

14.7%

15.7%

16.5%

150%

20%

30%

Cash Efficiency
Ratio

61.3%

59.0%

57.7%

59.4%

92%

20%

18%

Relative Progress to
Peers

Bottom

Quartile

Middle

Quartiles

Top

Quartile

Middle

Quartiles

100%

20%

20%

Operational Excellence

Objective Assessment

Meets

100%

20%

20%

Initial Calculated Funding

118%

Adjustment for
One-Time Items (as explained below)

(10%)

Funding Reflecting Adjustment for One-Time Items

108%

Compensation Committee Approved Funding

105%

*

EPS, Cash Efficiency Ratio and ROTCE exclude notable items and any other major restructuring charges agreed to by the
Compensation Committee. Please see slides 21 and 22 of our Fourth Quarter 2018 Earnings Review filed as Exhibit 99.2 to Form 8-K on January 17, 2019 for the identification of notable items.

As illustrated in the table above, performance against the financial and strategic goals in our 2018 Annual Incentive Plan resulted in an
initial funding rate for this plan of 118%. This performance, however, included several one-time items, particularly the net gain on the sale of Key Insurance & Benefits Services in 2018 and
unplanned tax benefits related to our energy financing activities, that were not contemplated at the time performance goals were established. As a result, management recommended excluding these items from our final results which reduced
performance by 10% to 108%.

Additionally, while our 2018 performance against our internal financial objectives was strong, our performance relative to our Peer Group
on the metrics selected related to growth and management of risk was in the middle quartiles, as set forth in the table below.

Relative Performance
to Peers

Intézkedés

Actual Result

Revenue
Growth

Middle Quartiles

PPNR Growth

Middle Quartiles

Net Charge-Offs / Average Loans

Middle Quartiles

Based on the aggregate results, the Compensation Committee approved a funding rate for our 2018 Annual Incentive Plan pool of up to
105%. However, management recommended that Annual Incentive Plan funding for our Named Executive Officers be limited to 100% and, based on this recommendation, the Compensation Committee approved payouts to the Named Executive Officers at 100%
of target.

2019 Long-Term Incentives

All Named Executive
Officers are eligible to receive long-term incentive awards that are granted based on prior year performance but anticipate future contributions through the use of a vesting schedule generally requiring the executive officer to remain employed to
realize the full value of the award.

Vehicles and Vesting

We grant our
Named Executive Officers long-term incentive awards in a mix of vehicles that are intended to deliver value based on the achievement of our long-term financial goals (performance awards, which may be settled in cash or shares), improvements in our
share price (stock options), and preservation of long-term stock value (restricted stock units).

We consider both performance awards and stock options to be performance-based vehicles, as the value ultimately realized
upon vesting or exercise is directly tied to either or both of our long-term financial and stock price performance, or in some cases, the achievement of other performance thresholds.

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Restricted stock units are an important vehicle as they encourage executives to preserve long-term stock value, help balance
risk and reward, and maintain a link to shareholder value creation.

We consider restricted stock units to be a component of variable pay, as the value of those awards is risk based on the
value of our common shares.

We grant performance awards, stock options, and restricted stock units subject to a multi-year vesting schedule in
accordance with governance best practices, to enhance retention incentives for our Named Executive Officers, to focus on long-term value creation, and to balance risk and reward. Performance awards are granted subject to a three-year cliff vesting
schedule while options and restricted stock units vest ratably over four years.

In 2019, long-term incentives for Ms. Mooney and Messrs. Paine and Gorman were
delivered 50% in cash-settled performance awards, 40% in restricted stock units and 10% in stock options. Cash-settled performance shares are subject to a three-year cliff vesting and restricted stock units and stock options vest ratably over four
years. Mr. Kimble’s performance awards represented slightly more than 60% of his total long-term incentives, with approximately kétharmadát of that amount delivered as cash-settled performance shares
et one-third as a stock-settled performance award. Mr. Kimble plays a critical role in the execution and delivery of our continuous improvement and collaboration initiatives and his dedication to these
initiatives will provide stability to these important efforts. Mr. Midkiff, who joined Key as Chief Risk Officer in January 2018 was granted a 2019 long-term incentive award allocated 50% to cash-settled performance awards, 40% to restricted
stock units and 10% to stock options. He also received incentive compensation which differs from that of the other Names Executive Officers and was negotiated at the time of his hiring, including the following:

A cash sign-on bonus payment of $500,000, in addition to participation in the Annual
Incentive Plan for 2018.

An award of time-based restricted stock units with a value of $1,100,000 and ratable vesting over a three-year period, in
lieu of participation in the long-term incentive program applicable to other Named Executive Officers in 2018.

Relocation benefits pursuant to Key’s policies for newly-hired senior executives.

2019 Performance Awards

The cash-settled performance awards granted in 2019
provide our Named Executive Officers with the opportunity to receive between 0% and 150% of their “target” number of cash performance shares based on our level of achievement of the following performance goals during the three-year
performance period ending on December 31, 2021. Although the value of these cash performance awards is directly tied to share price, payout will be in the form of cash.

2019-2021 Long-Term Incentive
plan

Performance Required for Payout

Other Factors

(Vesting Reduction Only)

puissance
célok

Súly

Min.

Cél

Max.

TSR vs. Peers

25 % 25% ile 50% ile 75% ile

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  ERM Dashboard

  Execution of Strategic Priorities

  Other factors, as appropriate

Return on Tangible Common Equity vs. Peers

25 % 25% ile 50% ile 75% ile

Cumulative Earnings Per Share

50 % 75% of Plan 100% of Plan 125% of Plan

The Compensation Committee believes that each of the performance goals set forth above strongly correlates to long-term shareholder value
creation. When selecting the performance goals, the Compensation Committee considered that EPS is also a performance metric in our Annual Incentive Plan but determined that achievement of three-year EPS goals rewards sufficiently different
performance than annual EPS goals. The “other factors” included in the performance metrics may only reduce the vesting of cash performance shares if, in the Compensation Committee’s judgment, performance with regard to these
“other factors” is insufficient.

As noted above, approximately one-third of Mr. Kimble’s performance
awards for the 2019-2021 performance period are stock-settled, and those performance awards will be earned based on the whether the ratio of average PPNR to Average Assets for this period is at least 75% of the same ratio for the preceding
three-year period, which is a metric which has historically been used by the Company in connection with performance awards.

The Compensation Committee believes that
performance awards encourage our Named Executive Officers to make decisions and to deliver results over a multi-year time period, thereby keeping a focus on our long-term performance objectives. In addition, performance awards allow us to retain
executive talent because executives generally must remain employed through the end of the performance period to realize the full value of the award.

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Restricted Stock Units

Restricted stock units allow our Named Executive
Officers to receive common shares subject to their continued employment during the applicable vesting period. Restricted stock units align the interests of our executives with those of our shareholders by providing a direct link to share price,
seeing that our executives maintain robust levels of share ownership, and providing strong incentives for retention of key executives. We grant restricted stock units in part because the value is tied to share price, which balances the risk-taking
incentive that may be associated with stock options or performance shares. Our restricted stock units generally vest ratably over a four-year period, although as described above, the restricted stock units granted to Mr. Midkiff in 2018 vest
ratably over a three-year period.

Stock Options

Stock options allow our
Named Executive Officers to purchase shares at a price not less than the grant date closing price of our common shares on the New York Stock Exchange (or, if there is no reported closing price on the grant date, the closing price on the preceding
business day). Our stock options vest ratably over a four-year period and have a ten-year term.

We believe that stock
options are an effective tool to align the interests of our shareholders with those of our executives as long as they are appropriately risk-balanced and granted in measured amounts. Our regulators, however, have expressed concerns about the
leverage associated with stock options and the possibility of executives realizing a disproportionate award. Accordingly, since 2013, we have limited our usage of stock options to no more than 10% of each Named Executive Officer’s annual
long-term incentive opportunity.

Total Pay of Our Named Executive Officers

The following information highlights the 2018
compensation actions approved by the Compensation Committee for our Named Executive Officers with respect to their performance in 2018 as well as the approved payout level of our 2016 awards of performance shares, which vested in 2019, based on our
performance between 2016 and 2018.

Actual Total Pay for 2018 Performance

The following table shows the Compensation Committee’s 2018 total pay decisions for our Named Executive Officers. The amounts reported in the table differ
substantially from those reported for 2018 in the Summary Compensation Table, which reflects long-term incentives granted dessous a year, rather than után year-end, even if awarded for services
in that year. We consider long-term incentives granted during a given year to be part of the prior year’s compensation.

After assessing each individual’s
performance during 2018, the Compensation Committee approved the annual and long-term incentive awards for our Named Executive Officers described below:

Actual Total Pay
Name

Base

Salary

Actual 2018
Annual
Incentive
Díj
($)(1)
Actual 2019
Long-Term
Incentive
Díj
($)(1)
Total
Actual
Fizetés

Total

Incentive

halasztott

(%)(2)

Beth E.
Mooney

1,200,000 2,500,000 6,380,000 10,080,000 72%

Donald R. Kimble

700,000 1,200,000 2,300,000 4,200,000 66%

Christopher M. Gorman

700,000 1,700,000 2,800,000 5,200,000 62%

Andrew J. “Randy” Paine III

500,000 1,500,000 2,000,000 4,000,000 57%

Mark W. Midkiff

600,000 1,000,000 1,100,000 2,700,000 52%

(1)

We require that at least 50% of the “total incentive”—that is, the sum of the 2018 annual incentive
actually earned and the target value of 2019 long-term incentives—of each Named Executive Officer (60% for our Chairman and CEO) be delivered in the form of deferred compensation, subject to a multi-year vesting schedule and risk-adjusted
vesting. If the total incentive does not satisfy this requirement, a portion of the Named Executive Officer’s discretionary cash incentive is delivered as deferred compensation.

(2)

This column shows the actual percentage of each Named Executive Officer’s total incentive delivered as deferred
incentive compensation, including any portion of the Named Executive Officer’s annual incentive required to be deferred.

When making pay
decisions, the Compensation Committee considers a number of factors, including the funding level of our Annual Incentive Plan, each executive officer’s individual performance, the relative pay levels for the other executive officers and our
deferral expectations, which require that at least 50% of the total incentives—the sum of annual and long-term incentives—of each Named Executive Officer (60% for our Chairman and Chief Executive Officer) be deferred and subject to

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risk adjustment, including forfeiture and clawback. For the 2018 performance year, the total pay opportunity for three Named Executive Officers included target pay
increases based on considerations such as continued strong growth of the business, internal equity, market practice, and tenure.

The 2018 pay decisions for our
Named Executive Officers were made after consideration of the following:

Ms. Mooney

Ms. Mooney’s 2018 target total pay opportunity was $9,500,000. When evaluating Ms. Mooney’s 2018 performance, the Board recognized the quality of
Key’s execution against our long-term strategy, including efforts around client centricity, collaboration, and enhancements in digital capabilities that we showcased during our Investor Day. Ms. Mooney also was recognized for setting
the appropriate tone at the top to balance business growth and risk, while driving engagement with shareholders, regulators, and employees. Based on this assessment, the Compensation Committee approved actual 2018 pay for Ms. Mooney of
$10,080,000.

Mr. Kimble

Mr. Kimble’s target total pay opportunity for 2018
was $3,600,000. The Compensation Committee approved actual total pay for 2018 of $4,200,000. In making this decision, the Compensation Committee recognized Mr. Kimble’s leadership as Key’s financial performance neared our long-term
targets, as well as his expansive and critical role around our continuous improvement efforts, including supporting both expense control and revenue growth.

Mr. Gorman

Mr. Gorman’s 2018 target total pay opportunity was $5,000,000. The Compensation Committee approved actual total pay for 2018 of $5,200,000.
Mr. Gorman’s pay reflects the Compensation Committee’s recognition of the strong overall performance of the banking organization, including record full-year revenue for Key. Mr. Gorman continues to lead Key’s efforts around
client centricity, collaboration, and process simplification and is responsible for a significant portion of Key’s expense savings initiative announced in the fourth quarter of 2018.

Mr. Paine

Mr. Paine’s target total pay opportunity for 2018 was
$3,800,000, and the Compensation Committee approved actual total pay for 2018 of $4,000,000. The pay determination for Mr. Paine reflects his contributions to the Corporate Bank’s record growth in Investment Banking and Debt Placement
revenue and the successful integration of the Cain Brothers acquisition from late 2017 and the strong performance by the Cain Brothers business.

Mr. Midkiff

Mr. Midkiff’s 2018 target total pay opportunity was $2,700,000. The Compensation Committee approved actual total pay for 2018 of $2,700,000. The Compensation
Committee elected to pay Mr. Midkiff at target in recognition that this was his first year at Key.

Payout of 2016 Performance Awards

On February 15, 2016, each Named Executive Officer (excluding Mr. Midkiff) received an award of performance shares as part of his or her long-term
incentive opportunity. The Named Executive Officers could earn between 0% and 150% of the performance shares granted based on the achievement of our 2016 long-term incentive plan, described below.

On February 18, 2019, the Compensation Committee approved a final performance level for our 2016 long-term incentive plan of 98.1%, as described below. Ez
performance level represents the right to receive 98.1% of the target 2016 performance share opportunity based on the closing price of our common stock of $17.51 as of February 15, 2019.

2016-2018 Long-Term Incentive
plan

Performance Req’d
for Payout

Performance Goals (1)

Súly

Min.

Cél

Max.

Actual
Result

Final
Funding

Total Shareholder Return vs. Peer Group

25%

25% ile

50% ile

75% ile

38% ile

19%

Return on Assets vs. Peer Group

25%

25% ile

50% ile

75% ile

54% ile

27%

Cumulative Earnings
Per Share

50%

$3.10

$4.14

$5.17

$4.22

52%

Calculated Performance

98.1%

Committee Approved Performance

98.1%

(1)

EPS and ROA actual results are based on continuing operations and exclude notable items, as described below under the
heading “Definitions of Certain Financial Goals.”

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Compensation Discussion and Analysis

Performance of our 2016 long-term incentive plan was driven by Return on Assets (“ROA”) against the peer group and Cumulative Earnings Per Share
(“EPS”) above target. The EPS target excludes the impact of interest rates and if rates rise, a corresponding adjustment is made to the EPS target.

Before
approving this final performance level, the Compensation Committee considered our ERM dashboard and our execution against strategic priorities and, based on this review, concluded that no reduction in calculated performance was warranted.

Alignment nak,-nek Pay and Performance

Our executive compensation program is designed so that a
substantial portion of the pay of our Chairman and Chief Executive Officer is delivered in the form of long-term incentives—which means that both her Realized Pay (the amount she actually may receive in any year) as well as her Realizable Pay
(her future pay opportunity) are tied directly to our share price performance and achievement of our long-term financial goals.

Ms. Mooney’s pay, as
reported in the Summary Compensation Table (“SCT”), reflects the accounting value of long-term incentives at the time of grant and not the value actually received from these grants or their potential future value. As a result, we believe
that it is useful to compare Ms. Mooney’s Adjusted SCT Pay, Realized Pay, and Realizable Pay, in each case between 2016 and 2018, with our total shareholder return for the same period. This comparison shows the alignment of
Ms. Mooney’s pay and the return to our shareholders, as illustrated below:

CEO Pay vs. Performance—

Adjusted SCT, Realizable and Realized Compensation

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The comparison of Ms. Mooney’s Realizable Pay to her Adjusted SCT Compensation in each given year demonstrates the alignment
of Ms. Mooney’s pay and the return to shareholders. For example, in 2018 Ms. Mooney’s Adjusted Summary Compensation was higher than her Realizable Pay due to the reduction in Key’s share price from 2017 to 2018.

Ms. Mooney’s Realized Pay between 2016 and 2018 consisted of the following elements. As noted in the chart above and the table below, Ms. Mooney’s
Realized Pay for 2017 included compensation from her exercise during that year of a significant number of previously granted stock options.

2016

($)

2017

($)

2018

($)

Base salary received

1,000,000

1,000,000

1,153,846

Annual incentive payments

2,700,000

2,675,000

2,500,000

Restricted stock/units vesting

1,267,879

2,919,298

2,765,377

Performance share vesting

3,075,096

2,860,006

3,415,593

Stock option exercise*

5,946,119

Total

8,042,975 15,400,423 9,834,816

*

Ms. Mooney did not exercise any stock options in 2016 or 2018.

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Compensation Discussion and Analysis

The preceding chart and table are not substitutes for the information required to be contained in the Summary Compensation Table, but provide additional information with
regard to our Chairman and Chief Executive Officer’s pay.

For purposes of the preceding chart and table, we define:

“Adjusted SCT” as the compensation reported in the Summary Compensation Table for the applicable year (i.e., 2016,
2017 or 2018), adjusted by excluding “Changes in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation.” We excluded these items because they represent amounts that are not realizable pay or
that will never become realized pay or which will not become realized pay until termination of employment or later, and do not have a realizable value.

“Realizable Pay” as the sum of: (i) actual base salary and incentives paid for the applicable year;
(ii) the value of all restricted stock units granted during the applicable year based on the December 31, 2018, closing price of our common shares; (iii) the intrinsic value (i.e., the excess, if any, of the December 31, 2018,
closing price of our common shares over the option exercise price) of all stock options granted during the applicable year; and (iv) the target value of all performance awards granted during the applicable year based on the December 31,
2018, closing price of our common shares.

“Realized Pay” as the sum of (i) actual base salary and incentives paid for the applicable year plus
(ii) the amount reported as income upon vesting of performance awards, restricted stock units, or exercise of stock options.

Other Elements Compensation

Perquisites

The perquisites currently made available to all Named
Executive Officers include an annual executive physical as well as a tax and financial planning perquisite, with a set per participant cost to Key. In 2018, the Compensation Committee approved a subset of executive officers as eligible for home
security monitoring. The executives who receive security monitoring were determined by Key’s Corporate Security team based on an assessment of the executive’s profile, the potential risks posed to the executive, and the risks to Key if a
crime were to occur. We also provide Ms. Mooney with residential security services and, in some instances, require that she use a secure automobile and professionally trained driver as a matter of security. Ms. Mooney pays for the cost of
the automobile and driver when used solely for personal purposes. In addition, we pay the annual premium on an individual disability insurance policy for Mr. Gorman that was put into place before he became an executive officer. We also provide
relocation assistance to newly-hired senior executives in some cases, such as the assistance provided to Mr. Midkiff in connection with his hiring in 2018.

Retirement Programs

Our Named Executive Officers are eligible to
participate in our qualified 401(k) Savings Plan on the same basis as all other eligible employees. The 401(k) Savings Plan provides for matching contributions up to 6% on amounts deferred and a discretionary profit sharing contribution on
participants’ eligible compensation, each subject to applicable Internal Revenue Service (“IRS”) limitations. The Compensation Committee established the profit sharing contribution for 2018 at 2% of a participant’s eligible
earnings.

Our Named Executive Officers also are eligible to participate in our non-qualified Deferred Savings Plan, which
provides a select group of highly compensated individuals with the ability to defer compensation and receive matching contributions on compensation in excess of what is eligible to be deferred to the 401(k) Savings Plan. In 2014, the Compensation
Committee eliminated the annual profit sharing contribution to the Deferred Savings Plan and, beginning in 2015, capped the amount of compensation eligible for a 6% matching contribution at $500,000. In 2019, the matching contribution to the plan
was eliminated.

Beginning with performance award grants in 2019, Named Executive Officers are also eligible to participate in our
non-qualified Long-Term Incentive Deferral Plan, which provides select executives (including Named Executive Officers) the ability to defer receipt of a portion of their performance award beyond the original
vesting date to a date not sooner than their termination date.

The matching and profit sharing contributions made to the 401(k) Savings Plan and the matching
contributions made to the Deferred Savings Plan on behalf of the Named Executive Officers are included in the “All Other Compensation” column to the 2018 Summary Compensation Table on page 39 of this proxy statement.

Ms. Mooney and Messrs. Gorman and Paine participated in our Cash Balance Pension Plan and Second Excess Cash Balance Pension Plan, each of which we froze effective
December 31, 2009. Additional information about our pension programs is included in the narrative to the 2018 Pension Benefits Table beginning on page 45 of this proxy statement.

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Separation Pay

We maintain the KeyCorp Separation Pay Plan, which
generally covers all of our employees, including our Named Executive Officers, and provides assistance upon termination as a result of a reduction in staff. Our Separation Pay Plan is described in the Potential Payments Upon Termination or Change of
Control table on page 47 of this proxy statement.

Change of Control Agreements

Each Named Executive Officer has entered into a Change of Control Agreement with us. We use Change of Control Agreements to help attract and retain executive talent. la
Compensation Committee and the Board of Directors each believes that it is in the best interests of shareholders to ensure that our Named Executive Officers are able to evaluate objectively the merits of a potential transaction without being
distracted by its potential impact on their personal employment situations. The Compensation Committee believes that most companies in our Peer Group maintain similar change of control arrangements for their executive officers. Our Change of Control
Agreements are described in the Potential Payments Upon Termination or Change of Control table on page 
 47 of this proxy statement.

How We Make Pay Decisions

We seek to maintain a competitive level and mix of pay reflective
of the market in which we compete for talent. We do this by reviewing the levels and types of compensation paid to executive officers in similar positions at companies in our Peer Group and the other companies with which we compete for talent.

Peer Group

In setting compensation for our Named Executive
Officers, the Compensation Committee examines the compensation data of our peer companies provided by Compensation Advisory Partners (“CAP”), an independent executive compensation advisory firm, to better understand whether our pay
practices remain appropriate when measured against the competitive landscape. While this market data is useful, the Compensation Committee does not rely only on this data for targeting compensation levels, but uses it as a basis for validating
relative competitive pay for our Named Executive Officers. The Compensation Committee also considers market conditions, promotions, individual performance, and other relevant circumstances as it determines our Named Executive Officers’
compensation levels.

For 2018, the Compensation Committee continued to use the peer group identified following Key’s merger with First Niagara. The peer group
was identified based on a multi-dimensional review considering factors such as asset size relative to the other institutions within the Peer Group and the different regulatory expectations for institutions with greater than $50 billion in
assets. The companies in our Peer Group maintain a strong brand and reputation and actively compete with us for executive talent. The companies in our 2018 Peer Group were (listed in alphabetical order):

Citizens Financial Group, Inc.

Comerica Incorporated

Fifth Third Bancorp
Huntington Bancshares Incorporated

M&T Bank Corporation

The PNC Financial Services Group, Inc.
Regions Financial Corporation

SunTrust Banks, Inc.

Zions Bancorporation

As of December 31, 2018, the median asset size,
full year revenue, and market capitalization of the Peer Group compared to our asset size, total revenue, and market capitalization is set forth in the table below:

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Compensation Discussion and Analysis

Role of the Compensation Committee

The Compensation Committee sets
the pay and evaluates the performance of our Chairman and Chief Executive Officer, with input from the full Board, and reviews and approves the compensation of a select group of other executives, including the Named Executive Officers. la
Compensation Committee, as part of its oversight of the management and organizational structure of the corporation, annually reviews KeyCorp’s management succession plan for the Chief Executive Officer and other senior executives and oversees
leadership development and diversity and inclusion efforts.

Our Chairman and Chief Executive Officer attends Compensation Committee meetings and provides
information and input about the pay levels and performance of our Named Executive Officers, other than herself. The Compensation Committee regularly meets in executive session, during which no member of management is present, to discuss the
recommendations and approve pay actions for our Named Executive Officers, including our Chairman and Chief Executive Officer.

Compensation
Consultant

The Compensation Committee has retained the services of CAP, an independent executive compensation advisory firm. At the Compensation Committee’s
request, CAP provides it with information on current trends in compensation design and emerging compensation practices. CAP also provides the Compensation Committee with an annual review and analysis of the compensation programs of our Peer Group,
which it updates during the latter half of the year to determine whether the compensation targets of the Named Executive Officers remain competitive. CAP reports directly to, and serves at the sole pleasure of, the Compensation Committee. CAP
provided no services to us other than the executive compensation consulting services that were requested by the Compensation Committee.

As part of its annual
evaluation of its advisors, the Compensation Committee solicited information from CAP regarding any actual or perceived conflicts of interest and to evaluate its independence. Based on the information received from CAP, the Compensation Committee
believes that the work CAP performed in 2018 did not raise a conflict of interest and that CAP is independent.

Consideration of Our Say-on-Pay Shareholder Vote

We continue to receive strong shareholder support for our
Named Executive Officers’ compensation program, as reflected in the results of our annual “say-on-pay” proposals, which received an average of 95% support
over the past five years. We view the results of our say-on-pay votes as evidence that our executive compensation program provides pay for performance and appropriately
aligns the interests of our Named Executive Officers with those of our shareholders.

Shareholder Outreach

Key maintains an active shareholder engagement program through which we periodically receive feedback from and have discussions with investors around our compensation
philosophy and structure. These continuing conversations with our investors help us better understand matters of importance to our investors regarding our executive compensation program and help us to shape our pay-for-performance strategy. For more information, please see “Shareholder Engagement” on pages 17 and 18 of this proxy statement.

Compensation Committee Independence, Interlocks and Insider Participation

The members of the Compensation Committee are Bruce Broussard, Alexander M. Cutler, William G. Gisel, Jr. (Chair), and Barbara R. Snyder, each of whom is an independent
director under KeyCorp’s categorical independence standards, the general independence standards for directors established by the New York Stock Exchange, and the heightened independence standards required of Compensation Committee members by
the New York Stock Exchange. No member of the Compensation Committee is a current, or during 2018 was, a former, officer or employee of KeyCorp or any of its subsidiaries or affiliates. During 2018, no member of the Compensation Committee had a
relationship that must be described under the SEC rules relating to disclosure of related party transactions. In 2018, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of
its executive officers serving on our Board or Compensation Committee.

Tax and Accounting Considerations

In structuring our executive compensation program, the Compensation Committee takes into account the tax and accounting treatment of our executive compensation
arrangements; however, those considerations are not controlling factors in the design of our executive compensation program. For example, the Tax Cuts and Jobs Act, enacted in December 2017, included a number of significant changes to
Section 162(m) of the Internal Revenue Code, as amended (“Section 162(m)”), such as the repeal of the qualified performance-based compensation exemption and the expansion of the definition of “covered employees” (for
example, by including the chief financial officer and certain former named executive officers as covered employees). As a result of these changes, except as otherwise provided in the transition relief provisions of the Tax

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Compensation Discussion and Analysis

Cuts and Jobs Act, compensation paid to any of our covered employees generally will not be deductible in 2018 or future years, to the extent that it exceeds $1,000,000.
As has historically been the case, the Compensation Committee reserves the ability to pay compensation to our executives in appropriate circumstances, even if such compensation is not deductible under Section 162(m).

Definitions of Certain Financial Goals

As described previously in
this Compensation Discussion and Analysis, we use a balanced mix of financial and strategic goals to measure performance under our Annual Incentive Plan and for purposes of determining the vesting of performance shares. The financial goals are
defined as follows:

Cash Efficiency Ratio (non-GAAP measure): Noninterest expense (GAAP) less intangible asset amortization divided by net interest income (GAAP) plus taxable-equivalent adjustment (non-GAAP) plus noninterest income (GAAP).

EPS: Income from continuing operations attributable to KeyCorp common
shareholders, divided by weighted-average common shares and potential common shares outstanding.

PPNR (non-GAAP measure): Net
interest income (GAAP) plus taxable-equivalent adjustment (non-GAAP) plus noninterest income (GAAP) less noninterest expense (GAAP), all from continuing operations.

Return on Tangible Common Equity
(non-GAAP measure): Income from continuing operations attributable to Key common shareholders (GAAP) divided by average KeyCorp shareholders’ equity, less average intangible assets,
adjusted for average purchased credit card relationships, less average preferred stock.

Net Charge-Offs: Total loans charged off less total loan recoveries, all from
continuing operations.

Tangible Common Equity Ratio (non-GAAP measure): KeyCorp shareholders’ equity (GAAP) less intangible assets, adjusted for purchased credit card relationships, less preferred stock, net of capital surplus, divided by total assets (GAAP) less intangible assets, adjusted for purchased
credit card relationships.

Total Shareholder Return: Based on average closing share price over the
last 20 trading days in the base year (i.e., for performance shares awarded in 2019, the last 20 trading days of 2018) versus average closing share price in the last 20 days in year three, plus investment of dividends paid during the measurement
period.

Cash Efficiency Ratio, EPS, PPNR, and Return on Tangible Common Equity also exclude notable items. A reconciliation of GAAP to non-GAAP financial measures and the identification of notable items can be found on slides 21 and 22 of our Fourth Quarter 2018 Earnings Review filed as Exhibit 99.2 to Form
8-K on January 17, 2019.

In its judgment, the Compensation Committee may adjust the performance goals for certain
extraordinary items identified by the Compensation Committee to reflect changes in accounting, the regulatory environment, strategic corporate transactions, and other unusual or unplanned events.

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Compensation of Executive Officers and Directors

Compensation of Executive Officers and Directors

2018 Summary Compensation Table

The following table sets forth the compensation paid to, awarded to, or earned by the Named Executive Officers with respect to the years ended December 31, 2018,
2017, and 2016, to the extent applicable. Mark W. Midkiff was not a Named Executive Officer in 2017 and 2016. Therefore, his compensation for those years is not included in the Summary Compensation Table below.

Name and Principal

Position

Year

Salary
($)

Bonus
($)(1)

Stock
Awards
($)(2)

Option
Awards
($)(3)

Non-Equity
Incentive
plan
Compensation
($)(4)

Change in
Pension
Érték
et
Nonqualified
halasztott
Compensation
Earnings
($)(5)

All Other
Compensation
($)
(See chart
below)(6)

Total
($)

Beth E. Mooney

2018

1,153,846

4,792,497

532,495

2,500,000

4,565

81,067

9,064,470

Chairman and CEO

2017

1,000,000

3,959,986

439,999

2,675,000

3,932

67,553

8,146,470

2016

1,000,000

3,959,985

439,999

2,700,000

4,176

63,043

8,167,203

Donald R. Kimble

Chief Financial Officer,
Vice Chair

2018

688,462

1,394,971

154,998

1,200,000

35,500

3,473,931

2017

650,000

1,349,971

149,997

1,400,000

35,400

3,585,368

2016

638,462

1,349,990

149,999

950,000

36,625

3,125,076

Christopher M. Gorman

President of Banking,
Vice Chair

2018

700,000

2,339,968

259,999

1,700,000

25,636

34,780

5,060,383

2017

678,846

2,159,980

239,996

2,000,000

22,079

35,400

5,136,301

2016

638,462

2,159,985

239,999

2,300,000

23,448

36,625

5,398,519

Andrew J. “Randy” Paine III

Co-Head, Key Corporate Bank

2018

500,000

1,709,998

189,998

1,500,000

19,695

50,202

3,969,893

2017

500,000

1,619,980

179,998

1,700,000

16,962

35,400

4,052,340

2016

500,000

1,732,486

192,499

1,800,000

18,015

36,625

4,279,625

Mark W. Midkiff

Chief Risk Officer

2018

553,846

500,000

1,099,981

1,000,000

162,839

3,316,666

2017

2016

(1)

Mr. Midkiff received a cash payment of $500,000, as a sign-on bonus, in
connection with his hiring as our Chief Risk Officer in January 2018.

(2)

Amounts reported as “Stock Awards” reflect the grant date fair value of stock awards calculated in accordance
with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (FASB ASC Topic 718). See Note 16 to the Consolidated Financial Statements contained in our 2018 Annual Report for an
explanation of the assumptions made in valuing these awards.

On February 19, 2018, each Named Executive Officer (other than Mr. Midkiff) received stock awards consisting
of a target number of cash performance shares and restricted stock units representing 50% and 40%, respectively, of each executive’s long-term incentive opportunity. The target number of cash performance shares and restricted stock units
awarded to each Named Executive Officer was determined by dividing the dollar amount of the Named Executive Officer’s cash performance share and restricted stock unit awards by the grant date closing price of our common shares (rounded down to
the nearest whole share). February 19, 2018 was not a trading day and our equity compensation plan requires that in that circumstance, the closing price of our common shares on the most recent trading day—in this case February 16,
2018—be used as the grant date closing price. On February 16, 2018, the closing price of our common shares was $21.02.

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Compensation of Executive Officers and Directors

If our performance during the measurement period resulted in the maximum number of 2018 cash performance shares
vesting, our executives would be entitled to a maximum award with a grant date fair value of the maximum award set forth in the following table.

Named Executive Officer

Grant Date Fair Value of

Performance Shares at

Maximum Award
($)

Beth E. Mooney

$3,993,747

Donald R. Kimble

$1,162,480

Christopher M. Gorman

$1,949,973

Andrew J. “Randy” Paine III

$1,424,998

Mark W. Midkiff

Mr. Midkiff did not receive any cash performance shares in 2018. The amount reported for Mr. Midkiff as a
Stock Award reflects $1,100,000 of restricted stock units granted to him on January 22, 2018 in connection with his hiring, based on that day’s closing price of our common shares of $21.39 (rounded down to the nearest whole share).
Additional information about the award granted to Mr. Midkiff can be found in the 2018 Grants of Plan-Based Awards Table on page 41 of this proxy statement.

(3)

Amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of options using
the Black-Scholes option pricing model. On February 19, 2018, each Named Executive Officer (other than Mr. Midkiff) received an annual long-term incentive award consisting, in part, of an award of nonqualified stock options. See Note 16 to
the Consolidated Financial Statements contained in our 2018 Annual Report for an explanation of the assumptions made in valuing stock options granted to our Named Executive Officers in 2018.

(4)

Amounts reported as “Non-Equity Incentive Plan Compensation” reflect
annual incentives earned by each Named Executive Officer for the applicable year.

(5)

Amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column
reflect the interest credits allocated to Ms. Mooney, Mr. Gorman, and Mr. Paine under the frozen Cash Balance Pension Plan and Second Excess Cash Balance Pension Plan. We froze our pension benefits for all employees, including the
Named Executive Officers, effective December 31, 2009, as described in the narrative to the 2018 Pension Benefits Table beginning on page 45 of this proxy statement. No above market or preferential earnings were paid to any Named Executive
Officer on nonqualified deferred compensation.

(6)

The following table sets forth detail about the amounts reported in the “All Other Compensation” column.

Name

Executive
Fizikai
($)(a)
Executive
Biztonság
($)(b)
Car and
Sofőr
($)(c)
Relocation
($)(d)
Financial
conception
($)(e)
Insurance
($)(f)
Matching
Contribution
($)(g)
Profit
megosztása
($)(h)
Total
($)

Beth E. Mooney

15,775

13,125

16,667

30,000

5,500

81,067

Donald R. Kimble

30,000

5,500

35,500

Christopher M. Gorman

12,575

205

16,500

5,500

34,780

Andrew J. “Randy” Paine III

1,802

12,900

30,000

5,500

50,202

Mark Midkiff

25,636

121,399

15,804

162,839

(A)

Cost of executive physical for Mr. Paine during 2018.

(B)

Based on the recommendations of an independent security study, the Compensation Committee approved a comprehensive
security program for Ms. Mooney and select executives. Under this program, we pay for certain security upgrades.

(c)

The Compensation Committee has authorized, and in some instances required, Ms. Mooney to use a secure automobile
and professionally-trained driver for business and personal travel. Ms. Mooney reimburses us for the cost of automobile and driver when used solely for personal purposes.

(d)

In connection with his hiring as Chief Risk Officer, Key provided relocation benefits to Mr. Midkiff consisting of
moving and storage expenses, temporary living assistance in the new location, home purchase assistance, a $10,000 cash relocation allowance, and related tax gross-up payments totaling $33,809, which are
included in the amount reported in this column.

(e)

The Compensation Committee approved a tax and financial planning perquisite, which was introduced in 2016. The amount
shown in this column represents the cost to Key for any Named Executive Officer who utilized this benefit.

(f)

The amount in this column reflects the premium cost of a disability insurance policy for Mr. Gorman.

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(g)

The amounts in this column consist of Company contributions to the qualified 401(k) Savings Plan and the nonqualified
Deferred Savings Plan. For more information about these plans, see page 34 of this proxy statement.

(h)

Employees participating in our 401(k) Savings Plan receive a discretionary profit sharing contribution equal to a
percentage of their plan-eligible compensation. The contribution percentage is determined annually by the Compensation Committee. For 2018, the profit sharing contribution to this plan was 2.0%. For more information about this plan, see page 34
of this proxy statement.

2018 Grants of Plan-Based Awards Table

Grant

Date

Estimated Possible
Payouts
Under Non-Equity Incentive Plan
Awards
($)(1)

Estimated Future Payouts

Under Equity Incentive Plan

Awards

(#)(2)

Minden
Más
Stock
Awards
(# of
Shares or
Units)(3)

All Other

Option

Awards

(# of
Shares

Underlying

Options)(4)

Exercise

or Base

Price of

Option

Awards

($/Sh)(5)

Grant

Date Fair

Value of

Stock
et

Option

Awards

($)(6)

Name

Threshold

Cél

Maximális

Threshold

Cél

Maximális

Beth E. Mooney

1,250,000 2,500,000 5,000,000
2/19/18 63,333 126,665 189,998 2,662,498
2/19/18 104,003 21.02 532,495

2/19/18

101,332

2,129,999

Donald R. Kimble

600,000 1,200,000 2,400,000
2/19/18 18,435 36,869 55,304 774,986
2/19/18 30,273 21.02 154,998

2/19/18

29,495

619,985

Christopher M. Gorman

850,000 1,700,000 3,400,000
2/19/18 30,923 61,845 92,768 1,299,982
2/19/18 50,781 21.02 259,999

2/19/18

49,476

1,039,986

Andrew J. “Randy” Paine III

750,000 1,500,000 3,000,000
2/19/18 22,598 45,195 67,793 949,999
2/19/18 37,109 21.02 189,998

2/19/18

36,156

759,999

Mark W. Midkiff

500,000 1,000,000 2,000,000

1/22/18

51,425

1,099,981

(1)

Amounts reported as “Estimated Possible Payouts Under Non-Equity Incentive
Plan Awards” reflect the individual annual incentive opportunity each of the Named Executive Officers could receive at threshold (50% of target), at target, and at maximum (200% of target) performance for the
one-year performance period ended December 31, 2018. The maximum individual opportunity that any Named Executive Officer can earn is different than the maximum funding level of our Annual Incentive Plan
described in the Compensation Discussion and Analysis section of this proxy statement. Actual annual incentive payments are reflected in the 2018 Summary Compensation Table on page 39 of this proxy statement.

(2)

Amounts reported in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column reflect the
threshold (50% of target), target, and maximum (150% of target) long-term incentive awards in the form of cash performance shares that each Named Executive Officer (other than Mr. Midkiff) could earn for the three-year performance period
beginning on January 1, 2018, and ending December 31, 2020. Our performance share awards are discussed in the Compensation Discussion and Analysis section of this proxy statement. The dollar value awarded to each of the Named Executive
Officers as performance shares was converted into a book entry target number of phantom shares that track the stock price and pay out in the form of shares. The price at which the performance shares were converted was based on the grant date closing
price of our common shares of $21.02. Please see footnote 2 to the 2018 Summary Compensation Table for a discussion of how we arrive at the grant date fair value. Dividend equivalents on the target number of shares are reinvested and subject to the
same terms and restrictions otherwise applicable to the underlying performance shares.

(3)

Amounts reported in the “All Other Stock Awards” column are the number of restricted stock units granted to
each of the Named Executive Officers (other than Mr. Midkiff) on February 19, 2018, which vest in four equal installments following the grant date. Mr. Midkiff was granted restricted stock units on January 22, 2018, which vest in
three equal installments following the grant date.

(4)

Amounts reported in the “All Other Option Awards” column are the number of KeyCorp common shares underlying
the stock options granted to each of the Named Executive Officers (other than Mr. Midkiff) on February 19, 2018. Stock options granted in 2018 vest in four equal annual installments following the grant date.

(5)

We set the exercise price of all stock options using the grant date closing price of our common shares of $21.02.
Please see footnote 3 to the 2018 Summary Compensation Table for a discussion of how we arrive at the grant date fair value. The Compensation Committee does not reprice options. We have not and will not back-date options, nor do we provide loans to
employees in order to exercise options. If an equity-based award is granted in a month in which our earnings are publicly disclosed, the grant date will be the date of the Compensation Committee meeting granting the equity-based award or three days
following the earnings release, whichever is later.

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Compensation of Executive Officers and Directors

(6)

Amounts reported in the “Grant Date Fair Value of Stock and Options Awards” column represent the aggregate
grant date fair value of equity awards granted during the respective year. The accounting assumptions used in calculating the grant date fair value for the equity awards are described in Note 16 to the Consolidated Financial Statements contained in
our 2018 Annual Report.

The impact of terminations and a change of control on the Grants of Plan-Based Awards is shown in more detail in the
Potential Payments Upon Termination or Change of Control table on page  
47 of this proxy statement.

2018 Outstanding Equity Awards at Fiscal
Year-End Table

The following table sets forth information for each Named Executive Officer with respect to (i) each stock option that had not been exercised and remained
outstanding as of December 31, 2018, (ii) each award of restricted stock units that had not vested and remained outstanding as of December 31, 2018, and (iii) each award of performance shares or cash performance shares that had
not vested and remained outstanding as of December 31, 2018.

Option Awards Stock Awards
Name Grant Date

Number
nak,-nek
Securities
Underlying
Unexercised
Options

Exercisable
(#)(1)

Száma
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(2)
Option
Exercise
Price
($)(3)
Option
Expiration
Date

Number
nak,-nek
Shares
ou
Units
nak,-nek
Stock
Hogy
Have
Not
Vested

(#)(4)

Market
Value of
Shares
or Units
nak,-nek
Stock
Hogy
Have
Not
Vested

($)

Equity
Incentive
plan
Awards:
Number
nak,-nek
Unearned
Shares,
Units or
Más
Rights
Hogy
aucun
Vested

(#)(5)

Equity
Incentive
plan
Awards:
Market
ou
Payout
Value of
Unearned
Shares,
Units or
Más
Rights
Hogy
aucun
Vested

($)

Beth E. Mooney

5/19/2011 249,879 8.59 5/19/2021
3/2/2012 437,737 7.98 3/2/2022
3/1/2013 112,676 9.33 3/1/2023
2/17/2014 76,045 12.92 2/17/2024
2/16/2015 69,284 23,094 14.11 2/16/2025
2/15/2016 102,804 108,803 10.49 2/15/2026
2/20/2017 23,913 71,739 18.96 2/20/2027
2/19/2018 104,003 21.02 2/19/2028

Aggregate non-
option awards

521,522

7,708,095

252,676

3,734,551

Donald R. Kimble

2/17/2014 22,813 12.92 2/17/2024
2/16/2015 22,518 7,505 14.11 2/16/2025
2/15/2016 35,047 35,046 10.49 2/15/2026
2/20/2017 8,152 24,546 18.96 2/20/2027
2/19/2018 30,273 21.02 2/19/2028

Aggregate non-
option awards

172,086

2,543,431

79,630

1,176,931

Christopher M. Gorman

5/19/2011 188,442 8.59 5/19/2021
3/2/2012 235,215 7.98 3/2/2022
3/1/2013 53,521 9.33 3/1/2023
2/17/2014 38,022 12.92 2/17/2024
2/16/2015 43,302 14,434 14.11 2/16/2025
2/15/2016 56,075 56,074 10.49 2/15/2026
2/20/2017 13,044 39,129 18.96 2/20/2027
2/19/2018 50,781 21.02 2/19/2028

Aggregate non-
option awards

280,973

4,152,781

130,354

1,926,632

Andrew J. “Randy” Paine III

3/2/2012 39,919 7.98 3/2/2022
3/1/2013 12,676 9.33 3/1/2023
2/17/2014 13,307 12.92 2/17/2024
2/16/2015 16,022 5,340 14.11 2/16/2025
2/15/2016 44,977 44,976 10.49 2/15/2026
2/20/2017 9,783 29,347 18.96 2/20/2027
2/19/2018 37,109 21.02 2/19/2028

Aggregate non-
option awards

195,772

2,893,510

96,540

1,426,861

Mark W. Midkiff

Aggregate non-
option awards

53,020

783,636

(1)

This column shows the number of common shares underlying outstanding stock options that have vested as of
December 31, 2018.

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(2)

This column shows the number of common shares underlying outstanding stock options that have not vested as of
December 31, 2018. The remaining vesting dates are shown in the following table. All options described below vest in four equal annual installments from the grant date, unless otherwise noted.

Name

Grant
Date

Options
Outstanding

Remaining Vesting Dates

Beth E. Mooney

2/16/2015 23,094 2/17/2019
2/15/2016 102,803 2/17/2019, 2/17/2020
2/20/2017 71,739 2/17/2019, 2/17/2020, 2/17/2021

2/19/2018

104,003

2/17/2019, 2/17/2020, 2/17/2021, 2/17/2022

Donald R. Kimble

2/16/2015 7,505 2/17/2019
2/15/2016 35,046 2/17/2019, 2/17/2020
2/20/2017 24,456 2/17/2019, 2/17/2020, 2/17/2021

2/19/2018

30,273

2/17/2019, 2/17/2020, 2/17/2021, 2/17/2022

Christopher M. Gorman

2/16/2015 14,434 2/17/2019
2/15/2016 56,074 2/17/2019, 2/17/2020
2/20/2017 39,129 2/17/2019, 2/17/2020, 2/17/2021

2/19/2018

50,781

2/17/2019, 2/17/2020, 2/17/2021, 2/17/2022

Andrew J. “Randy” Paine III

2/16/2015 5,340 2/17/2019
2/15/2016 44,976 2/17/2019, 2/17/2020
2/20/2017 29,347 2/17/2019, 2/17/2020, 2/17/2021

2/19/2018

37,109

2/17/2019, 2/17/2020, 2/17/2021, 2/17/2022

(3)

This column shows the exercise price for each stock option reported in the table, which was at least 100% of the fair
market value of our common shares on the grant date.

(4)

This column shows the aggregate number of restricted stock units outstanding as of December 31, 2018, and the
number of 2016 performance shares or cash performance shares earned based on performance of 98.1% through December 31, 2018, that remain outstanding as of that date. The remaining vesting dates are shown in the following table. All awards
described below vest in four equal annual installments from the grant date, unless otherwise noted under “Vesting Schedules.”

Name Grant
Date
Shares or
Units
Outstanding
Remaining Vesting Dates Vesting Schedules

Beth E. Mooney

2/16/2015 31,226 2/17/2019
2/15/2016 222,038 2/17/2019 Performance shares vest in full on 2/17/2019.
2/15/2016 90,534 2/17/2019, 2/17/2020
2/20/2017 73,250 2/17/2019, 2/17/2020, 2/17/2021

2/19/2018

104,474

2/17/2019, 2/17/2020, 2/17/2021, 2/17/2022

Donald R. Kimble

2/16/2015 10,148 2/17/2019
2/15/2016 75,694 2/17/2019 Performance shares vest in full on 2/17/2019.
2/15/2016 30,864 2/17/2019, 2/17/2020
2/20/2017 24,970 2/17/2019, 2/17/2020, 2/17/2021

2/19/2018

30,410

2/17/2019, 2/17/2020, 2/17/2021, 2/17/2022

Christopher M. Gorman

2/16/2015 19,516 2/17/2019
2/15/2016 121,111 2/17/2019 Performance shares vest in full on 2/17/2019.
2/15/2016 49,382 2/17/2019, 2/17/2020
2/20/2017 39,954 2/17/2019, 2/17/2020, 2/17/2021

2/19/2018

51,010

2/17/2019, 2/17/2020, 2/17/2021, 2/17/2022

Andrew J. “Randy” Paine III

2/16/2015 10,831 2/17/2019 Cash performance shares vest in full on 2/17/2019.
2/15/2016 58,285 2/17/2019
2/15/2016 59,414 2/17/2019, 2/17/2020
2/20/2017 29,965 2/17/2019, 2/17/2020, 2/17/2021

2/19/2018

37,277

2/17/2019, 2/17/2020, 2/17/2021,
2/17/2022

Mark W. Midkiff

1/22/2018

53,020

1/22/2019, 1/22/2020, 1/22/2021

33% vests each year for three years after the grant date.

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Compensation of Executive Officers and Directors

(5)

This column shows the aggregate number of performance shares or cash performance shares outstanding and shown at the
target value of 100% based on performance as of December 31, 2018, other than the 2016 award of performance shares or cash performance shares which were earned based on performance between 2016 and 2018 and vested in full on February 17,
2019. The vesting dates for each award of performance shares or cash performance shares (including reinvested dividends) are shown in the following table. All awards described below vest in full after three years from the grant date, unless
otherwise noted.

Name Grant Date

Shares or
Units

Outstanding

autre
Vesting
Időpontok

Beth E. Mooney

2/20/2017 122,083 2/17/2020
2/19/2018 130,593 2/17/2021

Donald R. Kimble

2/20/2017 41,618 2/17/2020
2/19/2018 38,012 2/17/2021

Christopher M. Gorman

2/20/2017 66,591 2/17/2020
2/19/2018 63,763 2/17/2021

Andrew J. “Randy” Paine III

2/20/2017 49,943 2/17/2020
2/19/2018 46,597 2/17/2021

2018 Option Exercises and Stock Vested Table

The following table provides information regarding the exercise
of stock options and the vesting of restricted stock units during the year ended December 31, 2018, for the Named Executive Officers (other than Mr. Midkiff who did not exercise stock options or have restricted stock units that vested).

Option Awards

Stock Awards

Name

Number of
Shares
Acquired on
Exercise
(#)

Érték
Realized
on Exercise
($)(8)

Díj
Vesting Date

Number of
Shares
Acquired on
Vesting (#)

Érték
Realized on
Vesting ($)

Beth E. Mooney

2/17/2018(1) 33,683 708,022
2/17/2018(2) 30,287 636,630
2/17/2018(3) 43,907 922,917
2/17/2018(4) 23,683 497,808

2/17/2018(5)

162,493

3,415,593

294,053

6,180,970

Donald R. Kimble

2/17/2018(1) 10,104 212,391
2/17/2018(2) 9,843 206,903
2/17/2018(3) 14,968 314,621
2/17/2018(4) 8,074 169,719

2/17/2018(5)

52,810

1,110,056

95,799

2,013,690

Christopher M. Gorman

65,000 639,902 2/17/2018(1) 16,841 354,000
2/17/2018(2) 18,930 397,905
2/17/2018(3) 23,949 503,407
2/17/2018(4) 12,917 271,524

2/17/2018(5)

101,557

2,134,736

174,194

3,661,572

Andrew J. “Randy” Paine III

2/17/2018(1) 8,841 185,839
2/17/2018(2) 10,506 220,826
2/17/2018(3) 28,813 605,656
2/17/2018(4) 9,689 203,654
2/17/2018(6) 22,545 473,893

2/17/2018(7)

53,003

1,114,125

133,397

2,803,993

(1)

Ms. Mooney and Messrs. Kimble, Gorman, and Paine each received a grant of restricted stock units on
February 17, 2014, one-quarter of which vested on February 17, 2018.

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(2)

Ms. Mooney and Messrs. Kimble, Gorman, and Paine each received a grant of restricted stock units on
February 16, 2015, one-quarter of which vested on February 17, 2018.

(3)

Ms. Mooney and Messrs. Kimble, Gorman, and Paine each received a grant of restricted stock units on
February 15, 2016, one-quarter of which vested on February 17, 2018.

(4)

Ms. Mooney and Messrs. Kimble, Gorman, and Paine each received a grant of restricted stock units on
February 20, 2017, one-quarter of which vested on February 17, 2018.

(5)

Ms. Mooney and Messrs. Kimble and Gorman each received a grant of performance shares as part of our annual
long-term incentive program on February 16, 2015, which were earned based on our performance between 2015 and 2017 and fully vested and were paid in shares on February 17, 2018.

(6)

Mr. Paine received a grant of cash performance shares as part of our annual long-term incentive program on
February 16, 2015, which were earned based on our performance between 2015 and 2017 and fully vested and were paid in cash on February 17, 2018.

(7)

Mr. Paine received a grant of restricted stock units on February 16, 2015, as part of our long-term incentive
program, which fully vested on February 17, 2018.

(8)

The value realized on exercise of an option award equals the number of shares for which the option was exercised
multiplied by the excess of the closing market price of our common stock on the exercise date over the exercise price per share.

2018 Pension Benefits Table

The following table presents information about the Named Executive Officers’ participation in KeyCorp’s defined benefit pension plans as of December 31,
2018. Named Executive Officers who have not participated in KeyCorp’s defined benefit pension plans are excluded from this table.

Name

Plan Name

Years of
Credited
Szolgáltatás
(#)

Present
Value of
Accumulated
Benefits
($)

Beth E. Mooney

Cash Balance Pension Plan 4 54,337

Second Excess Cash Balance Pension Plan

4

104,362

Christopher M. Gorman

Cash Balance Pension Plan 18 208,217

Second Excess Cash Balance Pension Plan

18

682,833

Andrew J. “Randy” Paine III

Cash Balance Pension Plan 16 208,292

Second Excess Cash Balance Pension Plan

16

476,256

KeyCorp previously maintained both a qualified Cash Balance Pension Plan (the “Pension Plan”) and a nonqualified Second Excess
Cash Balance Pension Plan (the “Excess Plan”) in which employees, including Named Executive Officers, could participate. Credited service for Pension Plan and Excess Plan purposes was frozen as of December 31, 2009. Vesting service,
however, continues to accrue.

Pension Plan

efficace
December 31, 2009, KeyCorp froze the Pension Plan. Benefits accrued through December 31, 2009, will continue to be credited with interest until the participant commences distribution of benefits. The Pension Plan’s interest crediting
rate is established annually and is based on the rate for 30-year U.S. Treasury securities. For 2018, the Pension Plan’s interest crediting rate was 2.93%. For 2019, the Pension Plan’s interest
crediting rate is 3.04%. Participants’ Pension Plan distributions may be made upon the participant’s retirement, termination of employment, or death. Distributions may be made in the form of a single lump sum payment, in the form of an
annuity, or in a series of actuarially equivalent installments.

Excess Plan

KeyCorp established the Excess Plan effective January 1, 2005, and the Excess Plan was frozen on December 31, 2009. Benefits that accrued through
December 31, 2009, continue to be credited with interest until distribution. The Excess Plan’s interest crediting rate is the same as the interest crediting rate for the Pension Plan. To be eligible to receive a distribution from the
Excess Plan, a participant must be age 55 or older with a minimum of five years of vesting service. Participants who are involuntarily terminated for reasons other than for cause may receive a distribution of their Excess Plan benefits provided
that, at the time of termination, the participant (i) has a minimum of 25 years of vesting service with KeyCorp, and (ii) enters into an employment separation agreement (containing a full release with noncompete and nonsolicitation
requirements) with us. Distributions are in the form of an annuity or actuarially equivalent installments (unless the participant’s benefit is under $50,000, in which case it is distributed as a single lump sum payment).

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Compensation of Executive Officers and Directors

Ms. Mooney and Messrs. Gorman and Paine participate in both the Pension Plan and Excess Plan. Mr. Kimble and Mr. Midkiff do not participate in either of
those plans.

2018 Nonqualified Deferred Compensation Table

The following table shows the nonqualified deferred compensation
activity for the Named Executive Officers for 2018 under our Deferred Savings Plan. All executive contributions and KeyCorp contributions to the Deferred Savings Plan are also included in current-year compensation presented in the 2018 Summary
Compensation Table on page 39 of this proxy statement.

Name

Executive
Contributions
in Last FY
($)(1)

KeyCorp
Contributions
in Last FY
($)(1)

Aggregate
Earnings
(Losses)
in Last FY
($)(2)

Aggregate
Withdrawals/
Distributions
($)

Aggregate

Balance at

Last FYE

($)(3)

Beth E. Mooney

213,231

13,500

(309,966)

4,253,421

Donald R. Kimble

108,808

13,500

(16,700)

367,048

Christopher M. Gorman

(90,928)

6,678,590

Andrew J. “Randy” Paine III

115,500

13,500

(295,588)

2,313,083

Mark W. Midkiff

(1)

Executive contributions and KeyCorp contributions in the last fiscal year are reflected in the 2018 Summary
Compensation Table on page 39 of this proxy statement.

(2)

Aggregate earnings (losses) in the last fiscal year are not reflected in the 2018 Summary Compensation Table on page 39
of this proxy statement because the earnings (losses) were neither preferential nor above-market.

(3)

The aggregate balances at the last fiscal year-end represent the total ending
account balance (employee and Company balances) at December 31, 2018, for each Named Executive Officer.

Previously reported Summary
Compensation Table values for executive contributions and KeyCorp contributions under rules adopted in 2006 include: Ms. Mooney executive contributions of $2,707,476, and KeyCorp contributions of $846,720; Mr. Kimble executive
contributions of $207,278, and KeyCorp contributions of $41,700; Mr. Gorman executive contributions of $2,963,462, and KeyCorp contributions of $563,759; and Mr. Paine executive contributions of $224,100, and KeyCorp contributions of
$27,600. Mr. Midkiff did not have previous executive contributions or KeyCorp contributions to report.

Deferred Savings Plan

KeyCorp maintains the Deferred Savings Plan (“DSP”). Participating employees may defer up to 50% of their base salary and up to 100% of their annual incentive
awards (collectively referred to as “participant deferrals”) to the DSP once their compensation for the applicable plan year reaches the IRS compensation limits for the year. Prior to January 1, 2015, eligibility generally was
restricted to employees based on salary grade. Effective January 1, 2015, eligibility was expanded to include employees with annual compensation exceeding IRS compensation limits for the year; however, the Compensation Committee (or its
delegate) has the authority to exclude or include any employee from participating in the plan. We have provided participants with an employer match on the first 6% of participant deferrals deferred under the DSP in excess of the IRS compensation
limits, not to exceed 6% of the lesser of (i) $500,000 or (ii) the participant’s annual compensation, and subject to a three-year vesting requirement. However, in 2019, the matching contribution to the plan was eliminated.

Participant deferrals are invested on a bookkeeping basis in investment funds that mirror the funds offered under the 401(k) Savings Plan as well as in an
interest-bearing fund. The interest-bearing fund is credited with a monthly interest rate equal to 120% of the applicable long-term federal rate as published by the Internal Revenue Service. Distributions of vested DSP benefits are made upon the
employee’s separation from service.

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Compensation of Executive Officers and Directors

Potential Payments Upon Termination or Change of Control

The following table describes the compensation and benefit
enhancements that would be provided to the Named Executive Officers in various scenarios involving a termination of employment, other than compensation and benefits generally available to all salaried employees. The table describes our 2018 equity
grant practices. To the extent relevant, prior practices are described in the footnotes.

Termination Event (1)

Severance

Fizetés

Annual

Incentive

(3)

Stock

Options

Restricted

Stock Units

(5)

puissance

Awards

Nonqualified

Pension

Benefits

(6)

Nonqualified

halasztott

Compensation

(7)

Halál

Egyik sem Forfeited
hacsak
employed on
paiement
date
Full vesting; tous
expire at earlier
of four years or
Normál
expiration (4)
Full vesting and
distribution on
többi
megszolgáltak
időpontját,
Full vesting and
distribution on
többi
megszolgáltak
dates (8)
Full vesting of
unvested
balance with
five years of
szolgáltatás
Full vesting of unvested company contributions

Disability

Egyik sem Forfeited
hacsak
employed on
paiement
date
Full vesting; tous
expire at earlier
of five years or
Normál
expiration (4)
Full vesting and
distribution on
többi
megszolgáltak
időpontját,
Full vesting and
distribution on
többi
megszolgáltak
dates (8)
Full vesting of
unvested
balance upon
achèvement
Full vesting of unvested company contributions

Retirement

Egyik sem Forfeited
hacsak
employed on
paiement
date
Pro rata vesting, or full vesting if retire on or after age 60 with 10 years of service and after the first anniversary of the date of grant;
tous
expire at
earlier of five
years or normal
expiration (4)
Pro rata
vesting, or full vesting if retire on or after age 60 with 10 years of service and after the first anniversary of the date of grant
Pro rata
vesting (9)
Full vesting of
unvested
équilibre
Full vesting of unvested company contributions with three years of service

Limited

Circumstances

Up to 52
hetes
paiement
continuation (capped at $550,000 in 2018)
Forfeited
hacsak
employed on
paiement
date
Full vesting and distribution on remaining vesting dates; all expire at earlier of three years or normal expiration Full vesting and distribution on remaining vesting dates Full vesting and distribution on remaining vesting dates Unvested
équilibre
forfeited unless
25 years of
szolgáltatás
Full vesting of unvested company contributions

Change of

Ellenőrzés

Termination

Two times
montant
base salary
et
objectif
évi
ösztönző
(CEO
kap egy
three-times
benefit (2))

Payment
equal to 18
hónap
COBRA
premiums

Forfeited
hacsak
employed on
paiement
date
Full vesting; tous
expire at earlier
of two years or
normal expiration
Full vesting Full vesting Full vesting of
unvested
équilibre

Full vesting of unvested company contributions

Payment
equal to two additional years of matching contributions under qualified and nonqualified retirement plans (2)

(1)

For purposes of the table above and, where applicable, the following tables, we define:

“Retirement” to mean a Named Executive Officer’s voluntary termination on or after age 55 with five
years of service;

“Limited Circumstances” as a termination in which a Named Executive Officer becomes entitled to severance
benefits under our Separation Pay Plan which generally provides all employees with benefits in the event of a loss of employment due to a reduction in staff. Although we may negotiate severance arrangements in the context of any employee’s
termination, we generally do not provide any Named Executive Officer with severance benefits solely upon an involuntary termination, other than in the context of a change of control. As a result, no information is included about payments or benefits
in the event of an involuntary termination without cause; and “Change of Control Termination” as a Named Executive Officer’s involuntary termination or voluntary termination for “good reason,” in each case within two years
following a change of control.

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Compensation of Executive Officers and Directors

(2)

Select executives who had Change of Control Agreements providing for a greater than
two-times
benefit when we restructured these agreements in 2012 were permitted to retain the greater benefit.

(3)

All employees are eligible to receive a discretionary annual incentive for the year of termination.

(4)

Prior to 2013, vested stock options expired at the earlier of three years or normal expiration.

(5)

Any restricted stock units attributable to annual cash incentives that were required to be deferred in accordance with
our deferral requirements will vest in full on the remaining vesting dates if an employee terminates.

(6)

Please see the narrative to the 2018 Pension Benefits Table for more information about our nonqualified pension plans.

(7)

Please see the narrative to the 2018 Nonqualified Deferred Compensation Table for more information about our
nonqualified deferred compensation plans.

(8)

Prior to 2017, unvested awards pro rata vested upon death or disability.

(9)

Awards granted in 2017 or later fully vest if employee’s Retirement or Limited Circumstances termination occurs on
or after age 60 with 10 years of service after first anniversary of grant.

2018
Post-Termination Tables

The following tables set
forth the compensation that would be paid by KeyCorp to the Named Executive Officers assuming a termination of employment and/or Change of Control Termination on December 31, 2018, in the various scenarios outlined below. Except as otherwise
noted below, the values reported for stock options, restricted stock units, and performance awards are based on the closing price of KeyCorp common shares on December 31, 2018, of $14.78 (less the applicable exercise price, in the case of stock
options).

Beth E. Mooney

Termination
Esemény

Severance
Fizetés

($)

Annual
Incentive

($)

Stock
Options

($)

Restricted
Stock Units

($)

puissance
Awards

($)

Nonqualified
Pension
Benefits

($)

Nonqualified
halasztott
Compensation

($)

Totals

($)

Halál

456,498

4,426,384

6,893,982

11,776,864

Disability

456,498

4,426,384

6,893,982

11,776,864

Retirement (1)

456,498

3,203,940

5,499,962

9,160,400

Limited Circumstances (2)

550,000

456,498

4,426,384

7,079,839

12,512,721

Change of Control Termination (3)

11,111,016

456,498

4,426,384

7,079,839

90,000

23,163,737

(1)

Ms. Mooney is retirement eligible as she is at least age 60 with at least 10 years of service and therefore would
receive full vesting treatment on unvested restricted stock units or stock option equity awards (as long as the award is more than one year outstanding). Ms. Mooney is also fully vested in all retirement and pension benefits, so there would be
no accelerated value associated with a termination.

(2)

In the event of a termination under limited circumstances, Ms. Mooney would be entitled to salary continuation of
the maximum amount allowed under the KeyCorp Separation Pay Plan.

(3)

Ms. Mooney is entitled to receive severance of three times the sum of her base salary and target annual incentive
plus annual COBRA medical premiums as a result of a Change of Control Termination, as well as three additional years of deferred compensation matching contributions.

Donald R. Kimble

Termination
Esemény

Severance
Fizetés

($)

Annual
Incentive

($)

Stock
Options

($)

Restricted
Stock
Units

($)

puissance
Awards

($)

Nonqualified
Pension
Benefits

($)

Nonqualified
halasztott
Compensation

($)

Totals

($)

Halál

155,376

1,424,677

2,254,006

3,834,059

Disability

155,376

1,424,677

2,254,006

3,834,059

Retirement (1)

111,314

729,615

1,609,010

2,449,939

Limited Circumstances (2)

484,615

155,376

1,424,677

2,317,375

4,382,043

Change of Control Termination (3)

3,816,891

155,376

1,424,677

2,317,375

60,000

7,774,319

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Table of Contents

Compensation of Executive Officers and Directors

(1)

Mr. Kimble is retirement eligible and therefore would receive pro rata vesting treatment on all unvested,
outstanding equity awards.

(2)

In the event of a termination under limited circumstances, Mr. Kimble would be entitled to salary continuation in
the amount equal to 36 weeks of base salary as defined under the KeyCorp Separation Pay Plan.

(3)

Mr. Kimble is entitled to receive severance of two times the sum of his base salary and target annual incentive
plus annual COBRA medical premiums as a result of a Change of Control Termination, as well as two additional years of deferred compensation matching contributions.

Christopher M. Gorman

Termination

Esemény

Severance
Fizetés

($)

Annual
Incentive

($)

Stock
Options

($)

Restricted
Stock Units

($)

puissance
Awards

($)

Nonqualified
Pension
Benefits

($)

Nonqualified
halasztott
Compensation

($)

Totals

($)

Halál

250,228

2,362,764

3,649,948

6,262,940

Disability

250,228

2,362,764

3,649,948

6,262,940

Retirement (1)

179,662

1,221,124

2,586,544

3,987,330

Limited Circumstances (2)

550,000

250,228

2,362,764

3,751,327

6,914,319

Change of Control Termination (3)

7,223,868

250,228

2,362,764