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Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2024

USD ($)

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Required Pay Versus Performance Disclosure

The following information is being provided as required by Item 402(v) of Regulation

S-K

(“Item 402(v)”) with respect to Key’s five most recently completed fiscal years.

The table below shows pay both as reported in the Summary Compensation Table (“SCT Total”) for the applicable fiscal year and as “Compensation Actually Paid” for each principal executive officer (“PEO”, for Key, refers to our then-current Chief Executive Officer) and as an average of all of our

non-PEO

named executive officers (“Other NEOs”) for the applicable fiscal year. Both SCT Total pay and Compensation Actually Paid are calculated in accordance with Regulation

S-K,

and differ substantially from the way that Key makes pay decisions. For example, SCT Total pay includes the accounting value of long-term incentive awards granted within the applicable fiscal year (which we generally consider to be part of the prior fiscal year’s total pay), and short-term incentive compensation with respect to that fiscal year, but paid in the immediately succeeding fiscal year. Similarly, Compensation Actually Paid calculates the change in value of outstanding long-term incentive awards during the applicable fiscal year, even if no compensation was realized from such awards.

The table also shows, each as required by Item 402(v), (i) Key’s cumulative total shareholder return (“TSR”), (ii) the TSR of a market capitalization weighted peer group, (iii) Key’s net income for the applicable fiscal year, and (iv) Key’s performance with respect to a “company-selected measure” which in our assessment represents the most important financial performance metric used to link Compensation Actually Paid to our named executive officers for the most recently completed fiscal year to Key’s performance. We selected Return on Tangible Common Equity (“ROTCE”) as our required company-selected measure. ROTCE is a return on equity measure that is commonly used to compare the performance of banks.



Year	SCT Total for PEO (Gorman) 1,8		SCT Total for PEO (Mooney) 1,8		Compensation Actually Paid to PEO (Gorman) 3		Compensation Actually Paid to PEO (Mooney) 3		Avg SCT Total for Other NEOs 2		Avg Comp Actually Paid to Other NEOs 3		Value of Initial Fixed $100 Investment Based On				Net Income (Loss) 6			ROTCE (Company- Selected Measure) 7
Year	SCT Total for PEO (Gorman) 1,8		SCT Total for PEO (Mooney) 1,8		Compensation Actually Paid to PEO (Gorman) 3		Compensation Actually Paid to PEO (Mooney) 3		Avg SCT Total for Other NEOs 2		Avg Comp Actually Paid to Other NEOs 3		Key’s Total TSR 4		Peer Group TSR 5		Net Income (Loss) 6			ROTCE (Company- Selected Measure) 7

(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)			(k)
2024	$	18,638,612		—	$	21,164,867		—	$	6,272,988	$	6,933,470	$	108.38	$	122.23	$	(161,000,000	)		-3.01	%
2023	$	10,268,718		—	$	4,458,764		—	$	3,449,335	$	1,785,855	$	86.44	$	97.15	$	967,000,000			9.63	%
2022	$	10,463,627		—	$	6,082,087		—	$	4,218,255	$	2,400,360	$	97.73	$	98.15	$	1,917,000,000			18.40	%
2021	$	8,653,484		—	$	15,582,042		—	$	4,737,878	$	8,727,060	$	124.75	$	118.60	$	2,625,000,000			19.47	%
2020	$	5,890,655	$	11,512,891	$	4,405,510	$	8,494,214	$	4,347,408	$	3,444,490	$	85.50	$	88.88	$	1,343,000,000			9.62	%

(1)	“SCT Total” in columns (b) and (c) is the “Total ($)” reported in the summary compensation table for the applicable PEO(s) for the applicable fiscal year.

(2)

“SCT Total’ in column (f) is the average of the “Total ($)” reported in the summary compensation table for the Other NEOs listed in an applicable fiscal year. For 2020 through 2022, our Other NEOs were Mr. Kimble, Mr. Paine, Ms. Brady and Ms. Mago. For 2023, our Other NEOs were Mr. Khayat, Mr. Kimble, Mr. Paine, Ms. Brady and Ms. Mago. For 2024, our Other NEOs were Mr. Khayat, Mr. Paine, Ms. Brady and Ms. Mago.

(3)

“Compensation Actually Paid” in columns (d), (e), and (g) was calculated in accordance with the requirements of Item 402(v). Key’s pension plan is frozen, and no service costs accrue on the plan. As a result, no pension values are reflected in this number, as the originally reported “Change in Pension Value” for each applicable fiscal year was subtracted from the amounts shown in columns (b), (c), and (f), as applicable, per Item 402(v). As required by Item 402(v), the amounts shown in columns (b), (c), and (f), as applicable, were also decreased by the reported “Stock Awards” and “Option Awards” for each applicable fiscal year. Outstanding and unvested equity awards were then

re-valued

as of the following dates:

(a)

Outstanding stock option grants were

re-valued

using a lattice model and in accordance with generally accepted accounting standards, as applicable, as of December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024 and as of any applicable vesting date.

(b)

Outstanding cash performance awards were valued, as applicable, as of December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024 (based on our estimate of the outcome of the applicable performance conditions as of the last day of the applicable fiscal year) and as of any applicable vesting date.

(c)

Outstanding restricted stock unit awards were valued, as applicable, as of December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and as of any applicable vesting date.

(d)

The Capital and Earnings Improvement Awards

granted

December 30, 2024 were valued as of December 31, 2024 (assuming 100% financial performance due to the recency of the grant).

The recalculated equity award values were added to the amounts shown in columns (b), (c), and (f), as applicable, resulting in the “Compensation Actually Paid” values shown in columns (d), (e), and (g), respectively and as applicable.

The charts below show the deductions from and additions to SCT Total Compensation and Average SCT Total Compensation that were made in order to calculate Compensation Actually Paid as reported in columns (d), (e), and (g) for each year included in the Pay Versus Performance Table:



Deductions and Additions to SCT Total for PEO (Gorman, column d)

	Pension Value Adjustments										Stock Award and Option Award Adjustments

Year	Deduct Change in Pension Value Reported in Summary Compensation Table				Add Service Cost			Add Prior Service Cost			Deduct Value of Stock Awards and Option Awards Reported in Summary Compensation Table				Add Year End Fair Value of Unvested Equity Awards Granted During the Fiscal Year			Add Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years				Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year			Add Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
2024		($	40,879	)		$	0		$	0		($	14,570,276	)		$	16,928,259		$	943,124			$	0		($105,435	)		($1,200,456	)		$	571,918
2023		($	27,606	)		$	0		$	0		($	6,999,983	)		$	3,940,984		($	3,843,463	)		$	0		$374,227			$ 0			$	745,887
2022		($	14,895	)		$	0		$	0		($	7,199,958	)		$	4,767,435		($	2,857,610	)		$	0		$553,287			$ 0			$	370,202
2021		($	15,862	)		$	0		$	0		($	4,299,986	)		$	7,153,407		$	2,917,573			$	0		$597,635			$ 0			$	575,791
2020		($	25,425	)		$	0		$	0		($	3,199,987	)		$	2,833,848		($	1,307,371	)		$	0		($ 92,664	)		$ 0			$	306,454

Deductions and Additions to SCT Total for PEO (Mooney, column e)

Pension Value Adjustments

Stock Award and Option Award Adjustments

Year

Deduct
Change in
Pension Value
Reported in
Summary
Compensation
Table

Add
Service
Cost

Add
Prior
Service
Cost

Deduct Value
of Stock
Awards and
Option
Awards
Reported in
Summary
Compensation
Table

Add Year
End Fair
Value of
Unvested
Equity
Awards
Granted
During the
Fiscal Year

Add Year
over Year
Change in
Fair Value of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Fiscal
Years

Add
Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year

Add Year
over Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior
Years that
Vested in
the Year

Subtract
Fair Value
at the End
of the Prior
Year of
Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year

Add Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation

2024

N/A

2023

N/A

2022

N/A

2021

N/A

2020

2,746

)

9,599,972

)

8,759,084

2,816,527

)

179,885

)

821,370



Average Deductions and Additions to SCT Total for Other NEOs (column g)

	Pension Value Adjustments (all amounts for Other NEOs reported as averages)										Stock Award and Option Award Adjustments (all amounts for Other NEOs reported as averages)

Year	Deduct Change in Pension Value Reported in Summary Compensation Table				Add Service Cost			Add Prior Service Cost			Deduct Value of Stock Awards and Option Awards Reported in Summary Compensation Table				Add Year End Fair Value of Unvested Equity Awards Granted During the Fiscal Year			Add Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years			Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year			Add Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
2024		($	13,155	)		$	0		$	0		($	4,061,833	)		$	4,660,458		$ 243,435			$	0		($ 31,512	)		($287,608	)		$	150,696
2023		($	7,107	)		$	0		$	0		($	1,910,248	)		$	1,174,016		($1,346,563	)		$	0		$186,443			$ 0			$	239,980
2022		($	3,114	)		$	0		$	0		($	2,074,966	)		$	1,373,934		($1,574,838	)		$	0		$305,653			$ 0			$	155,437
2021		($	5,105	)		$	0		$	0		($	2,049,973	)		$	3,426,293		$1,931,130			$	0		$334,283			$ 0			$	352,555
2020		($	8,182	)		$	0		$	0		($	2,249,970	)		$	1,980,122		($ 771,384	)		$	0		($ 53,625	)		$ 0			$	200,121

Compensation of Executive Officers and Directors

(4)

Key’s TSR for each year listed is based on the percentage change in total shareholder return over the relevant period based on an initial $100 investment on December 31, 2019. The time periods shown in the table are December 31, 2019 – December 31, 2020, December 31, 2019 – December 31, 2021, December 31, 2019 – December 31, 2022, December 31, 2019 – December 31, 2023 and December 31, 2019 – December 31, 2024.

(5)

The issuers included in Key’s peer group for purposes of TSR disclosure in this column for each fiscal year are as follows: 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, Truist Financial Corporation, U.S. Bancorp, and Zions Bancorporation. Peer Group TSR for each year listed is based on the percentage change in total shareholder return over the relevant period based on an initial $100 investment on December 31, 2019. The time periods shown in the table are December 31, 2019 – December 31, 2020, December 31, 2019 – December 31, 2021, December 31, 2019 – December 31, 2022, December 31, 2019 – December 31, 2023, and December 31, 2019 – December 31, 2024.

(6)	Net Income was calculated in accordance with GAAP and is shown as reported in the Form 10-K Key filed for the applicable fiscal year.

(7)

ROTCE is a

non-GAAP

measure, which we define as 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. Key uses absolute adjusted ROTCE in its short-term incentive plan and relative adjusted ROTCE in its long-term incentive awards, as further described under “Total Pay for our Named Executive Officers” on page 32 of this proxy statement and Definitions of Certain Financial Terms on page 45 of this proxy statement.

(8)	Mr. Gorman succeeded Ms. Mooney as Key’s Chief Executive Officer as of May 1, 2020.

Company Selected Measure Name

ROTCE

Named Executive Officers, Footnote

Peer Group Issuers, Footnote

Adjustment To PEO Compensation, Footnote



Deductions and Additions to SCT Total for PEO (Gorman, column d)

	Pension Value Adjustments										Stock Award and Option Award Adjustments

Year	Deduct Change in Pension Value Reported in Summary Compensation Table				Add Service Cost			Add Prior Service Cost			Deduct Value of Stock Awards and Option Awards Reported in Summary Compensation Table				Add Year End Fair Value of Unvested Equity Awards Granted During the Fiscal Year			Add Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years				Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year			Add Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
2024		($	40,879	)		$	0		$	0		($	14,570,276	)		$	16,928,259		$	943,124			$	0		($105,435	)		($1,200,456	)		$	571,918
2023		($	27,606	)		$	0		$	0		($	6,999,983	)		$	3,940,984		($	3,843,463	)		$	0		$374,227			$ 0			$	745,887
2022		($	14,895	)		$	0		$	0		($	7,199,958	)		$	4,767,435		($	2,857,610	)		$	0		$553,287			$ 0			$	370,202
2021		($	15,862	)		$	0		$	0		($	4,299,986	)		$	7,153,407		$	2,917,573			$	0		$597,635			$ 0			$	575,791
2020		($	25,425	)		$	0		$	0		($	3,199,987	)		$	2,833,848		($	1,307,371	)		$	0		($ 92,664	)		$ 0			$	306,454

Deductions and Additions to SCT Total for PEO (Mooney, column e)

Pension Value Adjustments

Stock Award and Option Award Adjustments

Year

Deduct
Change in
Pension Value
Reported in
Summary
Compensation
Table

Add
Service
Cost

Add
Prior
Service
Cost

Deduct Value
of Stock
Awards and
Option
Awards
Reported in
Summary
Compensation
Table

Add Year
End Fair
Value of
Unvested
Equity
Awards
Granted
During the
Fiscal Year

Add Year
over Year
Change in
Fair Value of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Fiscal
Years

Add
Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year

Add Year
over Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior
Years that
Vested in
the Year

Subtract
Fair Value
at the End
of the Prior
Year of
Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year

Add Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation

2024

N/A

2023

N/A

2022

N/A

2021

N/A

2020

2,746

)

9,599,972

)

8,759,084

2,816,527

)

179,885

)

821,370

Non-PEO NEO Average Total Compensation Amount

$ 6,272,988

$ 3,449,335

$ 4,218,255

$ 4,737,878

$ 4,347,408

Non-PEO NEO Average Compensation Actually Paid Amount

$ 6,933,470

1,785,855

2,400,360

8,727,060

3,444,490

Adjustment to Non-PEO NEO Compensation Footnote



Average Deductions and Additions to SCT Total for Other NEOs (column g)

	Pension Value Adjustments (all amounts for Other NEOs reported as averages)										Stock Award and Option Award Adjustments (all amounts for Other NEOs reported as averages)

Year	Deduct Change in Pension Value Reported in Summary Compensation Table				Add Service Cost			Add Prior Service Cost			Deduct Value of Stock Awards and Option Awards Reported in Summary Compensation Table				Add Year End Fair Value of Unvested Equity Awards Granted During the Fiscal Year			Add Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years			Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year			Add Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Subtract Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
2024		($	13,155	)		$	0		$	0		($	4,061,833	)		$	4,660,458		$ 243,435			$	0		($ 31,512	)		($287,608	)		$	150,696
2023		($	7,107	)		$	0		$	0		($	1,910,248	)		$	1,174,016		($1,346,563	)		$	0		$186,443			$ 0			$	239,980
2022		($	3,114	)		$	0		$	0		($	2,074,966	)		$	1,373,934		($1,574,838	)		$	0		$305,653			$ 0			$	155,437
2021		($	5,105	)		$	0		$	0		($	2,049,973	)		$	3,426,293		$1,931,130			$	0		$334,283			$ 0			$	352,555
2020		($	8,182	)		$	0		$	0		($	2,249,970	)		$	1,980,122		($ 771,384	)		$	0		($ 53,625	)		$ 0			$	200,121

Compensation Actually Paid vs. Total Shareholder Return

The following chart

shows

the relationship between (i) Compensation Actually Paid to our PEO(s) and Average Compensation Actually Paid to our Other NEOs, and (ii) Key’s TSR, as well as (iii) the relationship between Key’s TSR and the TSR of our peer group. As the chart demonstrates, as our TSR increases, the value of Compensation Actually Paid (as we are required to calculate it for purposes of this disclosure) generally also increases, due to the large percentage of executive officer compensation that is paid in the form of long-term incentives, the value of which is tied to Key’s share price.

Compensation Actually Paid vs. Net Income

The chart below shows the relationship between Net Income and Compensation Actually Paid. We do not find Net Income to be an appropriate measure for assessing the relationship between Compensation Actually Paid and Key’s financial performance. For example, as a bank, we are required to make assumptions around future expected credit losses at the time we originate a loan or a debt instrument. These expected losses have the effect of reducing our Net Income, even though no actual loss has occurred. As conditions change, we may revise these assumptions and change our future expectations. To the extent that these assumptions lower the expectations of future credit losses, we are able to recognize this as a benefit to Net Income. For this reason, we do not include Net Income as a measure in any of our incentive plans. Note also that Net Income results shown below in 2024 were unfavorably impacted by the loss that we incurred in connection with the previously reported repositioning of our securities portfolio.

Compensation Actually Paid vs. Company Selected Measure

The following chart compares (i) Compensation Actually Paid to our PEO(s) and Average Compensation Actually Paid to our Other NEOs, and (ii) our Company-Selected Measure, ROTCE. We have historically used absolute adjusted ROTCE as a performance metric in our annual (short-term) incentive plan and relative adjusted ROTCE as a performance metric in our long-term incentive program due to the strong correlation between adjusted ROTCE and the delivery of positive share price performance to our shareholders. Note that ROTCE results shown below in 2024 were unfavorably impacted by the loss that we incurred in connection with the previously reported repositioning of our securities portfolio.

Total Shareholder Return Vs Peer Group

The following chart

shows

Tabular List, Table

Item 402(v) also requires that we provide the following tabular list of at least three and not more than seven financial performance measures that we have determined are our most important financial performance measures used to link compensation actually paid for the most recently completed fiscal year to Key’s performance:

Most Important Performance Measures

EPS

CET-1

Ratio

ROTCE

Total Shareholder Return Amount

$ 108.38

86.44

97.73

124.75

85.5

Peer Group Total Shareholder Return Amount