Form 4: KeyCorp Director Robin Hayes Reports Acquisition of Deferred Shares

Director Robin Hayes acquired 1,818 deferred shares of KeyCorp, convertible to common shares, through a deferred compensation plan.

Summary

• On March 31, 2024, Robin Hayes, a director of KeyCorp, acquired 1,818 deferred shares under 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 were acquired at a price of $15.81 per share.
• The payment of these deferred shares is deferred until the earlier of January 1, 2025, or the death of the participant.
• Following the reported transaction, Hayes beneficially owns 11,216 common shares directly and 47,414 derivative securities (deferred shares).
• This amount includes approximately 637 dividend-equivalent deferred shares accrued under the Deferred Share Plan in March 2024.

Sentiment

Score: 6

Explanation: The sentiment is neutral. It reflects a standard transaction related to director compensation. The acquisition of shares by a director is generally viewed as a positive sign, but it's a routine occurrence.

Positives

• The acquisition of deferred shares by a director signals confidence in the company's future performance.

Future Outlook

Payment of the deferred shares has been deferred until the earlier of January 1, 2025, or the death of the participant.

Industry Context

Directors receiving equity compensation is a common practice in the financial industry to align their interests with those of shareholders.

Comparison to Industry Standards

• Equity compensation for directors is a standard practice across the financial services industry, with companies like JPMorgan Chase, Bank of America, and Citigroup offering similar deferred share or stock option plans.
• The specific terms of KeyCorp's Deferred Share Plan, such as the deferral period and vesting schedule, would need to be compared to those of its peers to assess its competitiveness.

Stakeholder Impact

• The acquisition of deferred shares by a director aligns their interests with those of shareholders, potentially encouraging decisions that benefit the company's long-term performance.

Key Dates