ProxyMiner / Company

KEYCORP /NEW/KEY

Latest proxy: 2026 · view on SEC ↗ · CIK 0000091576

CEO total pay

$11,522,025

Christopher M. Gorman · 2025

Say on pay

Not disclosed

Use Ask for the underlying narrative

CEO pay ratio

CD&A

127 to 1

Median employee: $91,077

Compensation committee

CD&A

Compensation and Organization Committee

Per the latest proxy

Filings indexed: 2 · 2026 · 2025

Executive pay

What did they pay them?

From the Summary Compensation Table. Pay mix and YoY are computed from these rows.

ExecutiveRoleTotalYoYPay mixSalaryStockCash incentiveOther
Christopher M. Gorman2025 compensation
Chairman and CEO
$11,522,025↓ 38%
88% at-risk
$1,200,000$6,209,991$3,240,000$133,031
Clark Khayat2025 compensation
CFO
$4,933,492↓ 28%
85% at-risk
$700,000$1,799,997$2,210,000$23,500
Mo Ramani2025 compensation
Chief Risk Officer
$7,265,973
89% at-risk
$700,000$3,219,998$1,200,000$115,976
Andrew J. “Randy” Paine III Head of Institutional Bank2025 compensation
Named executive officer
$5,729,331↓ 24%
89% at-risk
$600,000$2,339,997$2,470,000$23,500
Amy G. Brady2025 compensation
Chief Information Officer
$3,793,120↓ 25%
81% at-risk
$700,000$1,349,998$1,565,000$28,127

Pay mix: base cash incentive equity other

CD&A excerpt

Compensation discussion & analysis

Opening passage of the loaded filing's CD&A. Use Ask below to query the full text with citations.

Compensation Discussion and Analysis This Compensation Discussion and Analysis provides information regarding the compensation of our executive officers. The contents of the Compensation Discussion and Analysis are organized as follows: Responsiveness to Shareholders and Say-on-Pay Outcomes 31 Objectives of Our Compensation Program 33 Overview of 2025 Performance 35 Total Pay for our Named Executive Officers 36 CEO Proxy Reported Pay vs. Realized Pay 42 Balancing Risk and Reward 43 Other Elements of Compensation 44 How We Make Pay Decisions 45 Policies and Practices Related to the Grant of Certain Equity Awards 50 Responsiveness to Shareholders and Say-on-Pay Outcomes Last year, our say-on-pay proposal received approximately 63% shareholder support, which represents a meaningful decrease from the prior year’s support level of 89%, and from our historic say-on-pay support levels, which averaged 92% for the past five years (2020 – 2024). Our Board of Directors and leadership team were disappointed with this decrease in support and were eager to better understand and address shareholders’ perspectives. Over the course of the past year, the Compensation Committee, with the support of t…

Read the full CD&A on SEC.gov ↗

Governance

Policy guardrails

  • hedging

    prohibited

    “× 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 f…”

  • pledging

    prohibited

    “r 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”

  • clawback

    present

    “clawback policy, as in effect from time to time.”

  • stock ownership guidelines

    present

    “share ownership requirements, so that each active NEO must hold the net shares acquired upon vesting of equity awards until our stock ownership guidelines are satisfied”

  • change in control

    Change of Control Agreements

    “Change of Control Agreements”

  • compensation consultant

    Compensation Consultant

    “Compensation Consultant”

  • compensation committee

    Compensation and Organization Committee

    “Compensation and Organization Committee Report”

Performance markers

Metric facts

  • revenue

    $200

    “mid-to-high teens returns on tangible common equity. In addition to the highlights summarized below, tangible book value per share grew 18% year-over-year, and earnings per share grew 29%, when adjusting for selected ite…”

  • time equity mix

    60%

    “The Compensation Committee believes a balanced mix of performance-based compensation and time-based RSUs mitigates excessive risk-taking while preserving strong performance incentives.”

  • ceo pay ratio

    127 to 1

    “a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, the median of the annual total compensation of all employees, excluding the CEO, is $91,077. The annual total compensa…”

  • median employee compensation

    $91,077

    “and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following information with respect to our last completed fiscal year. The pay ratio information provided below is a reasonable e…”

Ask

Anything about KEYCORP /NEW/’s 2026 proxy

Answers are grounded in the loaded filing and cite specific artifacts. Bring your own free Google AI Studio key.

Loading the Ask interface…