EX-24 4 d671215dex24.htm EX-24 EX-24

Exhibit 24

KEYCORP

POWER OF ATTORNEY

Each of the undersigned, an officer, a director, or both of KeyCorp, an Ohio corporation, hereby constitutes and appoints James L. Waters and Andrea R. McCarthy, and each of them, as their true and lawful attorneys-in fact with full power of substitution and resubstitution, to sign in their name, place, and stead and to file (i) a registration statement on Form S-8 with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of Common Shares of KeyCorp issuable in connection with KeyCorp’s Amended and Restated 2019 Equity Compensation Plan, including any and all exhibits thereto and other documents in connection therewith; (ii) any and all amendments, including post-effective amendments, supplements, and exhibits to any of the foregoing, and any subsequent registration statements pursuant to Rule 462 of the Securities Act; and (iii) any and all applications or other documents to be filed with the SEC or any state securities commission or other regulatory authority or exchange with respect to any of the foregoing, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate, or desirable to be done in the premises, or in the name, place, and stead of the said director and/or officer, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute.

This Power of Attorney may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

* * * * *

IN WITNESS WHEREOF, this Power of Attorney has been signed as of May 11, 2023.

 

/s/ Christopher M. Gorman     /s/ Clark H. I. Khayat

Christopher M. Gorman

Chairman, Chief Executive Officer, and President (Principal Executive Officer) and Director

   

Clark H. I. Khayat

Chief Financial Officer

(Principal Financial Officer)

/s/ Douglas M. Schosser     /s/ Alexander M. Cutler

Douglas M. Schosser

Chief Accounting Officer
(Principal Accounting Officer)

    Alexander M. Cutler, Director
/s/ H. James Dallas     /s/ Elizabeth R. Gile
H. James Dallas, Director     Elizabeth R. Gile, Director
/s/ Ruth Ann M. Gillis     /s/ Robin N. Hayes
Ruth Ann M. Gillis, Director     Robin N. Hayes, Director
/s/ Carlton L. Highsmith     /s/ Richard J. Hipple
Carlton L. Highsmith, Director     Richard J. Hipple, Director
/s/ Devina A. Rankin     /s/ Barbara R. Snyder
Devina A. Rankin, Director     Barbara R. Snyder, Director
/s/ Richard J. Tobin     /s/ Todd J. Vasos
Richard J. Tobin, Director     Todd J. Vasos, Director
/s/ David K. Wilson    

 

David K. Wilson, Director