KeyCorp Announces Major Board of Directors Update and Leadership Changes

Cleveland, Ohio – January 20, 2026: KeyCorp (NYSE: KEY), one of the largest bank-based financial services companies in the United States, released a comprehensive update regarding changes to its Board of Directors and its leadership structure. These changes reflect the company’s ongoing dedication to strong corporate governance, strategic leadership, and long-term shareholder value creation.

Overview of Board Changes

KeyCorp’s Board of Directors announced a number of significant changes in early 2026 that are poised to influence the company’s governance and executive oversight. These changes include:

• The nomination of two new directors for election at the 2026 Annual Meeting of Shareholders;
• The appointment of a new Lead Independent Director;
• The retirement of two existing Board members.

Below, we break down each of these developments in clear detail and explain their background and significance.

Nomination of Two New Directors

KeyCorp’s Board will nominate Antonio “Tony” DeSpirito and Christopher L. “Chris” Henson for election at the company’s upcoming 2026 Annual Meeting of Shareholders. These nominations follow a thorough and comprehensive search process led by the company’s Nominating and Corporate Governance Committee, in coordination with an independent search firm.

Antonio “Tony” DeSpirito brings extensive experience in capital markets and investment strategy. His professional career includes significant leadership roles in asset management, where he has demonstrated expertise in public markets, capital allocation, and value creation through disciplined investment strategies.

Christopher L. “Chris” Henson is a seasoned banking executive with decades of experience leading financial institutions. His background includes senior executive roles overseeing banking operations, financial management, risk oversight, and large-scale organizational integration. This expertise is expected to strengthen KeyCorp’s governance and operational oversight at a Board level.

Together, the addition of Mr. DeSpirito and Mr. Henson would mark the eighth and ninth new directors added to KeyCorp’s Board over the past six years, reinforcing the company’s commitment to dynamic, experienced, and diverse leadership.

Importance of Board Refreshment

Updating a company’s Board of Directors is an important part of maintaining effective corporate oversight and strategic guidance. The process of nominating new directors underscores KeyCorp’s recognition that evolving market conditions and competitive pressures require a Board equipped with a wide range of skills in finance, governance, and industry leadership.

Adding individuals with deep strategic experience supports long-term planning and corporate adaptability. In KeyCorp’s case, this involves reinforcing expertise in capital markets, banking operations, risk management, and financial oversight — all areas that are crucial for a major financial services company in today’s economic environment.

Appointment of Lead Independent Director

In addition to the nomination of new directors, KeyCorp announced the appointment of Todd Vasos as the company’s new Lead Independent Director, effective immediately. Mr. Vasos will succeed Alexander M. “Sandy” Cutler, who will continue to serve as an independent director of the Board.

The Lead Independent Director role is a key governance position, providing leadership among non-executive Board members and helping coordinate independent oversight of executive management and strategy. This role also often plays an important part in guiding corporate governance best practices and shareholder engagement.

About Todd Vasos

Todd Vasos has been a valued member of KeyCorp’s Board of Directors, contributing to strategic discussions and decisions on corporate direction. With his appointment as Lead Independent Director, Mr. Vasos will be tasked with ensuring that the Board’s independent voices are aligned in supporting robust governance, risk oversight, and strategic execution.

In his statement upon appointment, Mr. Vasos expressed his honor in stepping into the role and his commitment to working closely with fellow directors and management to maintain strong oversight and support KeyCorp’s strategic goals.

Retirement of Long-Serving Directors

As part of the Board update, two long-serving directors announced their plans to retire at the 2026 Annual Meeting:

• Carlton Highsmith
• Ruth Ann Gillis

Both directors have provided meaningful leadership and contributed deep expertise during their tenures, helping guide KeyCorp through different phases of growth and transformation. Their retirements are effective upon the conclusion of their current terms at the Annual Meeting.

Legacy and Contributions

Carlton Highsmith and Ruth Ann Gillis have each played important roles in bringing diverse perspectives, strategic insight, and governance skill to the Board. Their contributions have been recognized by KeyCorp’s leadership as integral to the company’s evolution and success over time.

Although retirement marks the end of their formal duties on the Board, their influence on KeyCorp’s governance and strategic direction will carry forward in the institutional foundations they helped shape.

Overall Board Composition and Governance Strategy

Following these changes, KeyCorp’s Board will remain at 14 directors. Board size consistency helps ensure continuity while also allowing space for strategic refreshment through new nominations and leadership appointments.

KeyCorp reiterated that the Nominating and Corporate Governance Committee will continue to evaluate opportunities to enhance the Board’s composition in accordance with the company’s strategic priorities. This ongoing evaluation is part of maintaining a balance of experience, diversity, and forward-looking leadership in support of the company’s mission and shareholder interests.

What This Means for Shareholders

For shareholders, these developments signal KeyCorp’s proactive approach to governance, succession planning, and long-term value creation. Fresh perspectives on the Board, combined with experienced executive leadership, position the company to navigate changing market environments and pursue growth opportunities with well-balanced oversight.

Effective corporate governance practices — such as thoughtful Board refreshment and structured leadership roles — provide investors with confidence that the company is aligning leadership expertise with strategic priorities. Such initiatives are often viewed as positive for long-term corporate health and investor relations.

What’s Next?

KeyCorp’s leadership changes will be formally considered at the 2026 Annual Meeting of Shareholders, where Mr. DeSpirito and Mr. Henson are expected to stand for election as directors. Shareholders will have an opportunity to vote on these nominations and engage in key governance decisions as part of the company’s shareholder meeting process.

The Board’s ongoing evaluation of its composition and governance practices is expected to continue as KeyCorp moves forward with its strategic objectives in 2026 and beyond.

About KeyCorp

KeyCorp traces its origins back more than two centuries, with roots in financial services that extend back to the early 1800s. Today, KeyCorp operates through its subsidiary, KeyBank National Association, offering a wide range of banking, lending, investment, and cash management services to individuals, businesses, and institutions.

Headquartered in Cleveland, Ohio, KeyCorp serves customers across multiple U.S. states with a network of branches and ATMs, reflecting its status as a leading regional banking and financial services company.

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