KeyCorp

03/02/2026 | Press release | Distributed by Public on 03/02/2026 15:33

Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2026, Amy G. Brady informed KeyCorp (the "Company") of her intention to resign from her position as Chief Information Officer due to personal health considerations, effective March 2, 2026.
In connection with her resignation, the Company and Ms. Brady entered into a transition letter (the "Transition Letter"), pursuant to which Ms. Brady will remain employed by the Company as a non-executive employee through May 31, 2026 (the "Termination Date") to assist with the smooth and orderly transition of her duties and responsibilities.
Under the Transition Letter, Ms. Brady will be entitled to receive salary continuation and continued participation in the Company's standard health and welfare benefit plans for a period of one year following the Termination Date. In addition, Ms. Brady will be eligible to receive an incentive compensation award for the 2026 performance year and will continue to vest in the Capital and Earnings Improvement Award granted to her on December 30, 2024, subject to the terms and conditions of such award. The one-year post-vesting holding requirement applicable to the Capital and Earnings Improvement Award will be waived upon vesting of the award.
The Company's obligation to provide the payments and benefits described above is conditioned upon Ms. Brady's execution and non-revocation of a general release of claims in favor of the Company.
The foregoing description of the Transition Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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