Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 19, 2020, the KeyCorp Board of Directors elected Robin N. Hayes and
Devina A. Rankin to the Board of Directors. Mr. Hayes currently serves as the
Chief Executive Officer of JetBlue Airways Corporation, a role he has held since
February 2015. Ms. Rankin currently serves as Chief Financial Officer of Waste
Management Inc., a role she has held since February 2017.
The election of Mr. Hayes and Ms. Rankin increases the size of KeyCorp's Board
of Directors to 15 members. Mr. Hayes will serve as a member of the Risk
Committee and the Technology Committee. Ms. Rankin will serve as a member of the
Audit Committee and the Technology Committee. Additionally, the KeyCorp Board of
Directors has designated Ms. Rankin as an audit committee financial expert.
Mr. Hayes and Ms. Rankin are both independent directors. Upon Mr. Hayes's and
Ms. Rankin's appointments to the Board, the composition of each Board committee
is as listed below. All directors serving on these committees are independent
directors.
Audit Committee
Richard J. Hipple - Chair
H. James Dallas
Kristen L. Manos
Devina A. Rankin
Compensation and Organization Committee
Barbara R. Snyder - Chair
Bruce D. Broussard
Alexander M. Cutler
Todd J. Vasos
Nominating and Corporate Governance Committee
Alexander M. Cutler - Chair
H. James Dallas
Elizabeth R. Gile
Carlton L. Highsmith
Richard J. Hipple
Barbara R. Snyder
Risk Committee
Elizabeth R. Gile - Chair
Ruth Ann M. Gillis
Robin N. Hayes
Carlton L. Highsmith
David K. Wilson
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Technology Committee
H. James Dallas - Chair
Bruce D. Broussard
Ruth Ann M. Gillis
Robin N. Hayes
Devina A. Rankin
Todd J. Vasos
As is true for all non-employee KeyCorp Directors, Mr. Hayes and Ms. Rankin will
be entitled to director compensation consisting of a cash retainer and
stock-based compensation, as more fully described in KeyCorp's 2020 Proxy
Statement. Mr. Hayes and Ms. Rankin are not parties to any transaction requiring
disclosure under Item 404(a) of Regulation S-K.
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