Form 4: KeyCorp Director Alexander Cutler Reports Changes in Beneficial Ownership

Director Alexander Cutler reports acquisition of deferred shares in KeyCorp through a deferred compensation plan.

Summary

• On March 31, 2024, Alexander M. Cutler, a director of KeyCorp, acquired 1,344 deferred shares through the Directors' Deferred Share Sub-Plan to the KeyCorp Amended and Restated 2019 Equity Compensation Plan.
• These deferred shares are the economic equivalent of common shares and result from the deferral of director's fees.
• The payment of these deferred shares is deferred until the earlier of July 1, 2027, or the death of the participant.
• The price of the deferred shares was $15.81.
• Following the transaction, Cutler beneficially owns 273,652 common shares directly and 49,256 derivative securities (deferred shares).
• The derivative securities include approximately 637 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2024.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The director is increasing their stake in the company, which can be seen as a positive sign. However, it's a routine transaction related to deferred compensation.

Positives

• The acquisition of deferred shares indicates a continued investment and alignment of interests between the director and the company's long-term performance.

Future Outlook

The deferred shares will be paid out on the earlier of July 1, 2027, or the death of the participant.

Industry Context

Directors often receive equity compensation to align their interests with shareholders. Deferred share plans are a common method for directors to receive compensation while deferring tax implications.

Stakeholder Impact

• The transaction has a minimal direct impact on stakeholders, as it is a routine part of director compensation.

Key Dates