KEYCORP /NEW/ KEY

30% shingled-prose overlap between the two filings.

2025: 176,207 chars · 2026: 200,000 chars

• Committee Report:79% overlap (569 → 569 chars)
• Pay Ratio (Item 402(u)):76% overlap (3,155 → 3,157 chars)
• Say-on-Pay proposal:0% overlap (2,971 → 4,551 chars)

• changedResponsiveness to Shareholders and Say-on-Pay Outcomes 31 Objectives of Our Compensation Program 33 29Overview of 2025 2024Performance 35 32Total Pay for our Named Executive Officers 36 32CEO Proxy Reported Pay vs. Realized Pay 42 39
• changedBalancing Risk and Reward 43 Other Elements of Compensation 44 40How We Make Pay Decisions 45 42Policies and Practices Related to the Grant of Certain Equity Awards 50 47
• newResponsiveness to Shareholders and Say-on-Pay Outcomes
• newLast 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).
• newOur Board of Directors and leadership team were disappointed with this decrease in support and were eager to better understand and address shareholders’ perspectives.
• newOver the course of the past year, the Compensation Committee, with the support of the full Board, undertook an extensive review of our executive plan design, disclosures, and outcomes.
• newThe review included peer benchmarking, review of leading market practices, and scenario analysis to inform the Compensation Committee’s decision making.
• newCritically, this review also included feedback received directly from shareholders through a robust engagement program.
• newWe expanded our usual shareholder outreach efforts throughout 2025 to seek feedback on our compensation program and philosophy.
• newFor an overview of our shareholder engagement program, please see page 22 of this proxy statement.
• newWe reached out to our top 30 shareholders, which, excluding Scotiabank (which represents approximately 15% of shares outstanding), represented approximately 55% of shares outstanding.
• newOur goal was to collect feedback about our compensation program in light of the lower say-on-pay support in 2025.
• newInvestors representing approximately 36% of shares outstanding agreed to meet with us.
• newThe remaining investors either declined to engage or did not respond to our outreach.
• newOur Board of Directors believes it is valuable for directors to hear directly from shareholders, particularly when there are issues of concern.
• newAs such, the conversations with shareholders were led by the Chair of the Compensation Committee and our then-Lead Director.
• newThese directors then relayed this feedback directly to the Compensation Committee and the full Board of Directors.
• newThe feedback we received from shareholders around our compensation practices was relatively consistent and included both positive comments and constructive suggestions for improvement.
• newA summary of what we heard from shareholders and how we have responded is detailed below.
• newWe plan to continue to engage our shareholders to ensure that we identify and address any opportunities to further strengthen our compensation program.
• newShareholder Engagement
• newWhat we heard What we did Overall appreciation for incentive compensation metric selection, rationale and alignment with long-term strategy Made targeted refinements, as reflected below Based on this positive feedback, we focused on making targeted refinements to our executive compensation plan design and provided additional disclosure where appropriate, rather than pursuing significant changes Concerns about the use of one-time awards in granting the Capital and Earnings Improvement Awards in 2024 No special awards were granted in 2025; one-time awards are not a regular component of our executive compensation program The awards granted in 2024 were driven by the unique circumstances and opportunity presented by the Scotiabank strategic minority investment
• newWhat we heard What we did Preference for more emphasis on pre-set financial goals in annual incentive plan Revised the design of the KeyCorp Annual Incentive Plan to increase focus on achievement of pre-established financial measures Under the new, more formulaic structure, 70% of overall possible funding is now tied to absolute financial measures (versus 50% in 2024).
• newMetrics are now 35% weighted to absolute Adjusted PPNR, 35% weighted to absolute Adjusted ROTCE, and 30% weighted to the achievement of Enterprise Priorities (as described below).
• newThe revised plan also eliminated the prior “relative performance vs. peers” metric, which some investors viewed as not an ideal metric for an annual incentive plan.
• newSee pages 37 and 38 of this proxy statement for additional information.
• newRequests for more transparency into the “Enterprise Priority” metrics in annual incentive plan to alleviate concerns about use of discretion Enhanced disclosure to support inclusion of select Enterprise Priorities in Annual Incentive Plan The Compensation Committee uses “Enterprise Priority” metrics to measure initiatives that are critical to furthering Key’s strategy and delivering long-term shareholder returns, but which may not be reflected in core financial performance.
• newEnterprise Priorities represent 30% of the total funding score.
• newEnterprise Priority metrics are set each year by the Compensation Committee with intention and rigor, and the objectives are measurable.
• newThe Compensation Committee carefully considers its disclosure of Enterprise Priority metrics, balancing appropriate transparency with protecting commercially sensitive information.
• newWhere possible, we have provided more insight into the Compensation Committee’s process to identify and set these metrics.
• newThe Compensation Committee will continue to consider ways to improve disclosure going forward, including disclosure around the achievement of these measures.
• newSee page 38 of this proxy statement for information about the Enterprise Priority metrics selected for the 2025 KeyCorp Annual Incentive Plan, as well as information about our performance against these metrics.
• newInterest in additional disclosure around metric selection process and targets Increased disclosure to better demonstrate rigor of metric and target selection process Provided more transparency into the Compensation Committee’s process to select metrics and identify appropriate targets.
• newWe will continue to disclose the specific goals for performance awards on a three-year lookback, in connection with the vesting year for an award.
• newDisclosing these targets ex-post, rather than ex-ante, is aligned with both peers and broader banking industry practices.
• newSee page 39 of this proxy statement for information about the 2023 Performance Awards.
• newPreference to remove perceived overlapping metrics in the long-term incentive plan (performance awards) and short-term incentive plan (KeyCorp Annual Incentive Plan) Reduced “overlapping” metrics with KeyCorp Annual Incentive Plan and long-term incentive plan Eliminated the EPS metric from KeyCorp Annual Incentive Plan, replacing it with PPNR.
• newCumulative EPS remains as a financial metric in the long-term incentive plan as a measure of our ability to achieve multi-year profitability targets.
• newQuestions about peer group composition and selection process Enhanced disclosure related to the Compensation Committee’s annual peer group review process Added information about the Compensation Committee’s process for peer group selection, beginning on page 46 of this proxy statement.
• newOur total rewards support our efforts to create and sustain our unique culture.
• changedGorman Mohit “Mo” Ramani MagoChairman and Chief Executive Officer Chief Risk HumanResourcesOfficer Clark Khayat Amy G.
• changedBrady Chief Financial Officer Former Chief Information Officer (1) Andrew J.
• new(1) Ms. Brady resigned from her position as Chief Information Officer, effective March 2, 2026.
• changedAdditional information on the compensation of our NEOs can be found in the 2025 2024Summary Compensation Table on page 52 49of this proxy statement.
• changedOur Principles: How They Were Applied in 2025: 2024:We have a pay for performance philosophy: Actual pay received under our variable compensation programs is tied to financial and strategic objectives The 2025 2024Annual Incentive Plan generated 123% 100%funding,aftertwoconsecutiveyearsofbelow-targetfunding (with 120% approved by the Compensation Committee), (75%forourexecutiveofficers),reflecting Key’s record-setting revenue in 2025 achievementofits2024financialobjectives(see “Total Pay for our Named Executive Officers” beginning on page 36 32of this proxy statement for information about NEO pay received for the 2025 2024performance year, and see “2025 “2024Annual Incentive Plan Performance & Funding” beginning on page 37 34of this proxy statement for information about the performance of the 2025 2024Annual Incentive Plan).
• changedPerformance Awards granted in 2023 2022paid at 0% for our NEOs and all other holders, as we did not meet previously established threshold levels of Adjusted Cumulative EPS and relative Return on Tangible Common Equity (“ROTCE”) goalsfor the 2023-2025 2022-2024performance period; period(2023PerformanceAwardsareexpectedtopayoutwell-belowtargetduetothesamefactorsthatimpairedthe2022PerformanceAwards;see “Results of 2023 2022Performance Awards” beginning on page 39 35of this proxy statement for information about the performance of the 2023 2022Performance Awards. Awards).
• changedActual pay received by our NEOs is strongly correlated to Key’s share price performance and will vary accordingly¸ accordingly,as illustrated in “CEO Proxy Reported Pay vs. Realized Pay” beginning on page 42 39of this proxy statement.
• changedWe deliver competitive pay inorderto attract, retain, and motivate the talented executives we need to deliver value to our shareholders Our Compensation Committee reviews and sets the total target pay opportunity for our NEOs each year, as part of a comprehensive annual review that takes place over several Committee meetings and considers, among other things, the ways in which executive officers in similar roles among our Peer Group are paid.
• changedMore information about how pay is reviewed and established, and how our Peer Group is determined, establishedis provided under “How We Make Pay Decisions,” beginning on page 45 42of this proxy statement.
• changedOurPrinciples:HowTheyWereAppliedin2024:We balance risk and reward in our compensation programs through a strong governance process Our compensation programs are subject to a robust governance process overseen by the Compensation Committee.
• changedWe design our compensation programs to appropriately balance risk and reward, and we regularly monitor these programs to determine whether they inadvertently create incentives that encourage risk-taking outside of our risk tolerances, as described below in more detail under “Balancing Risk and Reward” beginning on page 43 40of this proxy statement.
• changedIn addition to these processes, we also incorporate risk elementsdirectly into the design of our Annual Incentive Plan.
• changedWe subject our compensation to adjustment based on actual risk and financial outcomes: For the 2025 2024Annual Incentive Plan, we included risk excellence measures as a component of “Enterprise Priorities,” “OperationalExcellence,”in recognition of our focus on sustainable risk management excellence theheightenedregulatoryenvironmentweoperatedinduring2024(see “2025 “2024Annual Incentive Plan Performance & Funding” beginning on page 37 34of this proxy statement for more information).
• newWe support our compensation program with best practices in governance and executive compensation, including those summarized in the following chart.
• newIn addition, the Compensation Committee regularly evaluates our compensation practices, considering feedback provided by our shareholders and shareholder advisory firms.
• changed✓ Deliver Over Half of NEO Total Target Variable Pay Opportunity as Long-Term Incentives, requiring Key to perform over a multi-year period for our NEOs to realize value.
• changedExecutives ✓SubjectSharestoPost-VestingHoldingRequirements,sothateachofourexecutiveofficersmust hold the net shares acquired upon vesting of equity awards until our share ownership guidelines are satisfied.
• changed✓ Maintain Clawback and Forfeiture Policies as further described below under “Balancing Risk and Reward” beginning on page 43 40of this proxy statement, which begin before grant and extend beyond payment.
• changedFor more information, see “Policies and Practices Related to the Grant of Certain Equity Awards” beginningon page 50 47of this proxy statement.
• changedOverview of 2025 2024Performance
• new2025 was a strong year for Key.
• newDuring 2025 Key demonstrated consistent and significant progress on our path to achieving sustainable mid-to-high teens returns on tangible common equity.
• newIn 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 items.
• new(1)
• newBuilding Momentum in 2025 and Beyond:
• new• Delivered 16% year over year growth in revenue (TE)(1)
• new• Grew Net Interest Income (TE) by 23% year over year
• new• Saw high single digit growth in priority fee areas with controlled expense growth, and generated 11.8% of adjusted operating leverage in 2025(1),(2)
• newCapital Position & Delivering Value to Shareholders:
• new• Increased total shareholder return by 26% in 2025, ranking #2 amongst peers(3)
• new• Achieved 10.3% marked CET1 ratio in 4Q25(4)
• new• Completed $200MM in 4Q share buybacks, ~2x our initial target
• newTE = Taxable equivalent.
• newNotes: (1) Reflects comparison of adjusted metrics, where applicable.
• newNon-GAAP measure: see page 27 of our Fourth Quarter 2025 Earnings Release Supplemental Information Package attached as Exhibit 99.2 to Form 8-K filed on January 20, 2026, for breakout of Selected Items Impact on Earnings; (2) “Operating leverage” refers to Key’s ability to grow revenues faster than expenses over an applicable time period; (3) 2025 Peers included Citizens Financial Group, Inc., Fifth Third Bancorp, Huntington Bancshares Incorporated, M&T Bank Corporation, The PNC Financial Services Group, Inc., Regions Financial Corporation, Truist Financial Corporation, U.S. Bancorp, and Zions Bancorporation; (4) Represents a Non-GAAP measure: refer to KeyCorp’s Annual Report on Form 10-K filed on February 23, 2026, “GAAP to Non-GAAP Reconciliation” within Management Discussion and Analysis beginning on page 90 for more information.
• changedTotal Pay for 2025 2024Performance
• changedThe Compensation Committee’s 2025 2024total pay decisions for our NEOs, consisting of base salaries as well as the annual and long-term incentive awards made as part of our regular grant cycle, were as follows:
• changedTotal Pay Name Base Salary($) Actual 2025AnnualIncentiveAward($)(1) 2026 2024AnnualIncentiveAward($)(1)2025TargetLong-TermIncentiveAward($)(2)(3) TotalPay($) Christopher M.
• newGorman $ 1,200,000 $ 3,240,000 $ 7,100,000 $ 11,540,000 Clark Khayat $ 700,000 $ 2,210,000 $ 2,210,000 $ 5,120,000 Andrew J.

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