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

Director Alexander M. Cutler reports acquisition of KeyCorp common shares through deferred compensation plan.

Summary

• On September 30, 2024, Alexander M. Cutler, a director of KeyCorp, reported changes in beneficial ownership of KeyCorp common shares.
• Cutler acquired 1,268 common shares through the Directors' Deferred Share Sub-Plan at a price of $16.75 per share.
• These shares are the economic equivalent of common shares and are acquired through the deferral of director's fees.
• Payment of these deferred shares is deferred until the earlier of July 1, 2027, or the death of the participant.
• Following the reported transaction, Cutler beneficially owns 284,433 common shares directly and 52,058 derivative securities.
• This includes approximately 639 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 2024.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. It reflects a routine transaction (director acquiring shares through a deferred compensation plan), which signals confidence in the company's future.

Positives

• Director's participation in the deferred share plan demonstrates confidence in KeyCorp's future performance.
• Accumulation of dividend-equivalent deferred shares further increases the director's stake in the company.

Future Outlook

Payment of the deferred shares has been deferred until the earlier of July 1, 2027, or the death of the participant.

Industry Context

Directors' participation in deferred compensation plans is a common practice in the financial industry, aligning their interests with those of shareholders.

Comparison to Industry Standards

• Deferred compensation plans are a standard practice among publicly traded companies, including financial institutions like JPMorgan Chase, Bank of America, and Citigroup.
• These plans often allow directors to defer fees into company stock, similar to KeyCorp's Directors' Deferred Share Sub-Plan.
• The deferral period until July 1, 2027, is within the typical range for such plans, which often span several years to align with long-term company performance.

Stakeholder Impact

• The transaction has a minor positive impact on shareholders as it demonstrates the director's alignment with their interests.
• There is no significant impact on employees, customers, suppliers, or creditors.

Key Dates