May 1, 2020
Ms. Beth Mooney
Chairman and CEO
127 Public Square
Cleveland, Ohio 44114
On behalf of the entire team at Key, I want to thank you for your significant contribution over the last fourteen years. Under your transformational leadership, we have built an award-winning culture of diversity, inclusion and transformative philanthropy that attracts, develops, and retains talent; delivered value for all of our stakeholders; and created an unprecedented blueprint for community investment. Your capstone accomplishments include ensuring Key navigated the financial crisis; overseeing the acquisition of First Niagara; and delivering a $16.5B community benefits plan.
On a personal note, I want to thank you for your careful planning and assistance as I transition into my new role as Chairman and CEO of KeyCorp. I have heard you say that one of the things a CEO must get right is identifying and transitioning to a viable successor at the right time. You have deliberately and thoughtfully planned this transition to the benefit of all of us, but especially to me, and I am grateful for it.
It is not lost on me that I step into my new role during a time of unprecedented uncertainty, just as you did when you became Keys Chairman and CEO. Although the circumstances are very different, the challenges to a new CEO are not. I am fortunate to have had the benefit of your guidance and counsel over the years. I will be a better leader because of it.
Finally, I want to summarize the terms and conditions applicable to your retirement from Key. Effective as of May 1, 2020 (the Retirement Date), you will resign from employment with Key and from service as the Chairman of the Board of Directors of Key (the Board) and as a member of the governing board of Key and any affiliates of Key, except that you will remain a director and serve on the Board through the date of Keys Annual Meeting, May 21, 2020.
Pro-rata Pay for 2020
In consideration of your efforts to make this transition a smooth one, and for services performed in fiscal 2020 through and including your Retirement Date, the Compensation and Organization Committee of the Board has approved payment of a pro-rata portion of your target 2020 incentives through May 1, 2020. This payment will be made as of May 1 as follows: (i) $833,000 in cash and (ii) $2,100,000 in restricted stock units, which will continue to vest ratably over the next 4 years, notwithstanding your retirement on May 1, 2020, and will be subject to our standard risk-balancing mechanisms as well as covenants regarding the protection of confidential information and prohibiting the solicitation of Key clients and employees. Recognizing that we are in a period of unprecedented market volatility, the number of restricted stock units granted will be calculated based on a 120-day average of our share price through April 30, 2020.