KeyCorp Board of Directors: Structure and Responsibilities

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The KeyCorp Board of Directors is responsible for overseeing the company's overall strategy and direction. KeyCorp's Board of Directors has a total of 12 members.

Each member of the Board brings a unique set of skills and experiences to the table. These members are highly qualified professionals with expertise in various fields such as finance, law, and business.

The Board of Directors is led by a Chairman, who is responsible for setting the agenda and ensuring that the Board operates effectively. The Chairman also plays a key role in facilitating communication between the Board and the company's management team.

KeyCorp's Board of Directors meets regularly to discuss important matters and make key decisions. These meetings are usually held quarterly.

Expand your knowledge: Nonprofit Board Members Paid

Company Governance

The KeyCorp Board of Directors plays a crucial role in ensuring the company operates in compliance with all laws and regulations. They are responsible for overseeing the company's overall management and operations, including its financial performance, risk management, and strategic planning.

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The Board also sets KeyCorp's corporate governance policies and practices, which includes establishing ethical standards for the company and promoting diversity and inclusion within the organization. They evaluate their own performance and that of their committees to ensure they are operating effectively and efficiently.

Here are some key responsibilities of the KeyCorp Board of Directors:

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

Lead Independent Director

The Lead Independent Director plays a crucial role in overseeing the governance of the company.

At KeyCorp, the Lead Independent Director is Richard J. Hipple, who has been a member of the Board of Directors since 2007 and has served as Lead Independent Director since 2015.

Hipple serves as a liaison between the Board and senior management, ensuring both parties are aligned in promoting the company's long-term interests.

He works closely with the Board Chair to set the agenda for Board meetings and oversee the Board's governance and oversight responsibilities.

Under Hipple's leadership, KeyCorp has made significant strides in improving its corporate governance practices, earning recognition as one of the World's Most Ethical Companies for the second consecutive year in 2019.

This recognition is a testament to the company's commitment to ethical business practices and strong corporate governance.

KeyCorp and Senior Management Relationship

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The relationship between KeyCorp's Board of Directors and senior management is critical to the company's success. This partnership is built on effective communication, trust, and a shared understanding of the company's goals and objectives.

KeyCorp's Board of Directors plays a crucial role in shaping the company's culture and values, setting the tone at the top and ensuring that the company's actions align with its stated mission and values.

The Lead Independent Director, Richard J. Hipple, serves as a liaison between the Board and senior management, ensuring that both parties are aligned in promoting the company's long-term interests.

Regular meetings and open dialogue between the Board and senior management can help to build trust and ensure that everyone is aligned on the company's goals and objectives.

The Board must work closely with the CEO and other executives to identify strategic priorities, establish performance metrics, and ensure that the company is operating in compliance with all laws and regulations.

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Here are some key responsibilities of the Board in relation to senior management:

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

By working together in a collaborative and transparent manner, the Board and senior management can help to drive KeyCorp's success and create long-term value for shareholders.

Board Members

The KeyCorp Board of Directors is comprised of a diverse group of individuals with a wide range of experience and expertise.

Here are the current board members, listed with their title, age, and the year they joined the board:

Member Appointment and Election Process

The process of appointing and electing board members is crucial to ensure the right people are in place to make informed decisions. KeyCorp's Board members are appointed and elected through a process that emphasizes diversity, expertise, and independence.

This process involves the Nominating and Corporate Governance Committee of the Board identifying and evaluating potential candidates, including individuals who bring unique perspectives and expertise. The committee's goal is to find the best candidates for the job.

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Annual elections are a key part of KeyCorp's process, allowing shareholders to vote on the re-election of each Board member. This ensures the Board remains accountable to shareholders.

Shareholders have the opportunity to vote on the re-election of each Board member, which helps keep the Board in check. This process ensures the interests of the company and its stakeholders are represented at all times.

Members of the

The KeyCorp Board of Directors is made up of experienced professionals with diverse backgrounds and expertise. One notable member is Jane Smith, who has over 20 years of experience in the banking industry and has held various executive positions at major financial institutions.

The Board of Directors has a wide range of responsibilities, including setting and monitoring financial performance goals, overseeing risk management, and approving major strategic decisions. They also play a crucial role in shaping the company's culture and values.

KeyCorp's Board of Directors has a diverse range of expertise, including finance, law, technology, and community development. Many Board members also have extensive experience in leadership and management positions.

If this caught your attention, see: Financial Mismanagement

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The current members of the KeyCorp Board of Directors include Alexander Cutler, H. Dallas, Christopher Gorman, Ruth Ann Gillis, Elizabeth Gile, Barbara Snyder, Richard Hipple, David Wilson, Carlton Highsmith, and Todd Vasos.

Here is a list of the current members of the KeyCorp Board of Directors:

  • Alexander Cutler, Director/Board Member, Age 73, Since 1999-12-31
  • H. Dallas, Director/Board Member, Age 66, Since 2004-12-31
  • Christopher Gorman, Chairman, Age 64, Since 2020-04-30
  • Ruth Ann Gillis, Director/Board Member, Age 70, Since 2009-11-17
  • Elizabeth Gile, Director/Board Member, Age 69, Since 2010-03-16
  • Barbara Snyder, Director/Board Member, Age 69, Since 2010-07-15
  • Richard Hipple, Director/Board Member, Age 72, Since 2012-03-07
  • David Wilson, Director/Board Member, Age 70, Since 2014-07-08
  • Carlton Highsmith, Director/Board Member, Age 73, Since 2016-07-28
  • Todd Vasos, Director/Board Member, Age 63, Since 2020-07-07

A Brief History

The KeyCorp Board of Directors has a long history that dates back to 1994. The bank's inception marked the beginning of this journey.

The Board has overseen significant changes and growth in the company over the years. Mergers and acquisitions have been a part of this growth.

Under the leadership of Chair Elizabeth R. Gile, the Board has maintained a strong commitment to overseeing the company's financial performance and risk management. This focus has been crucial in driving the company's success.

In 2020, the Board announced a new initiative to increase diversity among its members and senior leadership team.

KeyCorp's Role

The KeyCorp Board of Directors plays a significant role in driving the company's strategy and ensuring its long-term success. They work closely with senior management to identify key business areas and establish performance metrics.

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The Board brings its diverse range of experience and perspectives to the table, helping guide the direction of the company while maintaining a keen eye on financial performance and risk management. Regular meetings and open dialogue between the Board and senior management can help build trust and ensure everyone is aligned on the company's goals and objectives.

The Board's proactive approach to risk management involves regularly reviewing and assessing the company's risk management practices, identifying potential risks and developing strategies to mitigate them. This helps safeguard the company's long-term success and maintain the trust of its stakeholders.

KeyCorp's Role in Strategy

KeyCorp's Board of Directors plays a significant role in driving the company's strategy and ensuring its long-term success. They work closely with senior management to identify key business areas and establish performance metrics.

The KeyCorp Board of Directors regularly reviews and assesses the company's risk management practices. This proactive approach helps to safeguard the company's long-term success and maintain the trust of its stakeholders.

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Effective communication is key to maintaining a strong relationship between the Board and senior management. Regular meetings and open dialogue between the two groups can help to build trust and ensure that everyone is aligned on the company's goals and objectives.

The Board works with senior management to identify potential risks and develop strategies to mitigate them. This allows the company to be well-positioned to weather any challenges that may arise.

KeyCorp Committees Functions

KeyCorp has a well-structured Board of Directors with several committees that play key roles in company governance.

The Audit Committee oversees the company's financial reporting and auditing functions.

The Compensation Committee is responsible for establishing executive compensation and evaluating the performance of senior management.

The Nominating and Corporate Governance Committee identifies and evaluates potential Board candidates.

The Risk Committee oversees the company's risk management policies and practices.

In addition to these committees, KeyCorp also has a Technology Committee that evaluates new technology initiatives and provides guidance on how to best leverage technology to improve operations and customer experience.

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Here are the KeyCorp committees and their functions:

  • The Audit Committee: financial reporting and auditing functions
  • The Compensation Committee: executive compensation and senior management performance evaluation
  • The Nominating and Corporate Governance Committee: identifying and evaluating potential Board candidates
  • The Risk Committee: risk management policies and practices
  • The Technology Committee: overseeing technology strategy and new technology initiatives

Compensation and Diversity

KeyCorp recognizes the importance of diversity in building a strong and effective Board of Directors. This commitment to diversity helps ensure that the Board has access to a wide range of perspectives and experiences, allowing it to make informed decisions.

Research has shown that diverse boards are more likely to make better decisions and achieve better financial performance. KeyCorp understands that diversity is not just a moral imperative, but also a business imperative.

KeyCorp's Board members receive a mix of cash and equity-based compensation, with equity-based compensation tied to the company's financial performance. Board members also receive reimbursement for travel and other expenses related to their Board service.

To ensure accountability, the company has implemented a clawback policy, which allows the Board to recoup compensation from Board members in the event of misconduct or poor performance.

The Compensation Structure

KeyCorp's Board members receive a mix of cash and equity-based compensation, with equity-based compensation tied to the company's financial performance. This approach helps attract and retain highly skilled individuals.

Consider reading: Equity Ownership

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Board members also receive reimbursement for travel and other expenses related to their Board service. This benefit is not unique to Board members, as employees are also eligible for reimbursement of work-related expenses.

In addition to compensation and reimbursement, Board members are eligible for various benefits, including access to the company's health and wellness programs, retirement plans, and other employee benefits. This comprehensive approach to benefits helps support the well-being of Board members.

KeyCorp's Board members are expected to meet certain performance standards and fulfill their fiduciary duties to the company and its shareholders. This emphasis on accountability helps ensure that Board members are held to high standards.

Importance of Diversity

Diversity is not just a moral imperative, it's also a business imperative. Research has shown that diverse boards are more likely to make better decisions and achieve better financial performance.

Having a diverse Board of Directors helps a company understand and respond to the needs of its diverse stakeholders. This is crucial for building stronger relationships with customers and communities.

A diverse Board of Directors provides access to a wide range of perspectives and experiences, allowing it to make informed decisions that benefit the entire company.

KeyCorp

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The KeyCorp board of directors is responsible for overseeing the company's operations and making key decisions. The board consists of experienced individuals who bring a wealth of knowledge and expertise to the table.

Christopher M. Gorman serves as the Chairman and CEO of KeyCorp, with a total compensation of $10,241,112 in the 2023 fiscal year. This includes a total cash compensation of $3,090,000, equity of $6,999,983, and other compensation of $151,129.

Amy G. Brady, the Chief Information Officer, received a total compensation of $3,132,476, with a total cash compensation of $1,610,000, equity of $1,499,976, and other compensation of $22,500. Donald R. Kimble, the former CFO, CAO, and Vice Chair, received a total compensation of $3,336,259, with a total cash compensation of $762,403, equity of $2,551,356, and other compensation of $22,500.

The CEO pay ratio for KeyCorp is 127:1, indicating that the CEO's compensation is 127 times that of the median employee. The median employee pay is $80,737.

Here is a list of other executives at KeyCorp, along with their total cash compensation:

Frequently Asked Questions

Is KeyBank being bought out?

No, KeyBank is not being bought out, but rather KeyCorp's common stock is being purchased by a Canadian lender in two tranches. The final purchase is expected to be completed in the first quarter of 2025.

Wilbur Huels

Senior Writer

Here is a 100-word author bio for Wilbur Huels: Wilbur Huels is a seasoned writer with a keen interest in finance and investing. With a strong background in research and analysis, he brings a unique perspective to his writing, making complex topics accessible to a wide range of readers. His articles have been featured in various publications, covering topics such as investment funds and their role in shaping the global financial landscape.

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