KeyCorp (KEY)
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AGM 2022

May 12, 2022

Operator

Hello, and welcome to the annual meeting of shareholders of KeyCorp. Please note that today's meeting is being recorded. During the meeting, we will have a question and answer session. You may submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Chris Gorman, Chairman and CEO of KeyCorp.

Chris Gorman
Chairman and CEO, KeyCorp

Well, thank you operator, and good morning, ladies and gentlemen. The meeting is now in session. Welcome to our 2022 annual meeting of shareholders. I am Chris Gorman, Chairman and CEO of KeyCorp. We thank everyone for being with us today through our virtual meeting platform. With me today is James Waters, Secretary of KeyCorp. James will first explain the meeting formalities. After the meeting, we will hold a shareholder convocation. During the convocation, I will comment on the state and direction of your company. Shareholders may submit questions at any time during this meeting by clicking the Q&A icon in the virtual meeting platform. When submitting questions, shareholders should follow the guidelines set forth in the rules of conduct available within the virtual meeting platform. James, I turn the meeting over to you.

James Waters
General Counsel and Corporate Secretary, KeyCorp

Thank you, Chris. The list of the Corporation's shareholders as of the close of business on Friday, March 18, 2022, the record date set for today's meeting, is available for inspection during this meeting by clicking the documents icon in the virtual meeting platform. A notice of this meeting was duly and properly mailed to shareholders, and a certificate to that effect will be filed with the meeting records. Your board of directors has authorized a representative of Computershare Investor Services, our transfer agent, to act as the inspector for the meeting. Computershare is responsible for the following, determining the number of shares represented at the meeting, confirming that we have a quorum, confirming the validity of all proxies, receiving and tabulating all votes cast, and reporting the voting results. The inspector's oath will be filed with the meeting records. The inspector has reported that we have a quorum.

This meeting has been duly convened to transact any business properly brought before it. The voting at this meeting will be done on the virtual meeting platform. Although voting is done primarily by proxy, if you wish to vote or change your vote during this meeting, you may do so in the virtual meeting platform. Any shareholder who has already voted and does not want to change their vote need not take any further action. The order of business for today's meeting is as follows. First, Chris will introduce the nominees for election as director, followed by two other proposals presented for vote by management. Second, we will address questions that have been submitted by shareholders related to the proposals. Third, we will vote on the proposals. Fourth, and finally, we will announce the preliminary voting results.

After the formal meeting has concluded, Chris will host our shareholder convocation and present his views on KeyCorp and its business, and he will answer general questions that have been submitted by shareholders concerning our strategy, our performance, and the financial services industry in general. At any time during the meeting or convocation, Chris or any person addressing the shareholders on behalf of Key may make forward-looking statements about Key's future performance. A notice regarding forward-looking statements appears within the document section of the virtual meeting platform. Please review and take note of that statement. I call your attention to the rules of conduct set forth for this meeting. These are available to each shareholder within the documents section of the virtual meeting platform. We ask that you please review and abide by those rules.

There will be a question and answer period during the meeting, limited to the proposals being voted on today, and another question and answer period during the convocation for general questions regarding Key's strategy and performance. A representative from Key is reviewing questions that have been submitted and will read your question aloud at the appropriate time. To facilitate full and fair shareholder participation, we ask that you limit yourself to one question on the proposals being voted on today and one question during the convocation. You may submit questions within the virtual meeting platform by clicking on the Q&A icon. We ask that questions be brief. That concludes the meeting formalities.

Chris Gorman
Chairman and CEO, KeyCorp

Thank you, James. The next order of business is to describe the proposals to be voted on at today's meeting. The first proposal concerns the election of directors to serve a one-year term expiring at the 2023 annual meeting of shareholders. The size of Key's board of directors is currently set at 13 members. The nominees for election are Sandy Cutler, retired Chairman and Chief Executive Officer, Eaton Corporation plc. Sandy is our lead director. James Dallas, retired Senior Vice President of Quality and Operations, Medtronic, Inc. Betsy Gile, retired Managing Director, Deutsche Bank AG. Ruth Ann Gillis, retired Executive Vice President and Chief Administrative Officer, Exelon Corporation. Robin Hayes, Chief Executive Officer, JetBlue Airways Corporation. Carlton Highsmith, former President and Chief Executive Officer, The Specialized Packaging Group. Richard Hipple, former Executive Chairman, Materion Corporation. Devina Rankin, Executive Vice President and Chief Financial Officer, Waste Management, Inc.

Barbara Snyder, President, Association of American Universities. Richard Tobin, President and Chief Executive Officer, Dover Corporation. Todd Vasos, Chief Executive Officer, Dollar General Corporation. David Wilson, Retired Examiner-in-Charge, Office of the Comptroller of the Currency. Additionally, I am honored to stand for election as your board chairman. The board of directors recommends a vote for each of the nominees. One of the long-standing strengths of Key has been the quality and dedication of the members of our board of directors. I would like to extend my appreciation for the valuable service that our directors provide to Key and to you, our shareholders. The next proposal to be voted on is the ratification of the audit committee's appointment of Ernst & Young as Key's independent auditor for 2022.

Alex Schmidt, a representative of Ernst & Young, is present today and will be available to answer questions submitted through the virtual meeting platform. The board of directors recommends that the shareholders vote for this proposal. The final proposal is an advisory vote on KeyCorp's Executive Compensation program. The board of directors has placed the proposal before the shareholders as required by the Dodd-Frank Act and applicable securities laws. The board is of the opinion that Key's Executive Compensation program provides appropriate incentives to its executive officers and at the same time, does not encourage its executive officers to take unnecessary risks. For those reasons, the board recommends that the shareholders vote for the proposal. We will now address any questions that have been submitted on the proposals being presented today.

Speaker 4

There are no questions related to the proposal.

Chris Gorman
Chairman and CEO, KeyCorp

If you are voting during the meeting through the virtual meeting platform, please make sure you have completed your voting at this time. Voting is now closed. Because we permit voting by telephone, by proxy cards over the internet, and on the virtual meeting platform, it will take time to finalize the tabulation. The final tabulation will be filed with the SEC on a Form 8-K within four days of this meeting. However, we can announce preliminary voting results. First, the inspector has informed me that each of the nominees identified in the proxy statement has been elected to the board of directors by at least 90% of the votes cast. Second, the shareholders have ratified the appointment of Ernst & Young as the company's independent auditor for 2022. The issue received a favorable vote of 95% of the votes cast.

Lastly, 93% of the votes cast were to provide advisory approval of the company's executive compensation program. There being no further business, this meeting is adjourned. We will now begin the shareholder conversation, after which we will answer general questions that have been submitted. First, I want to thank you for your participation today and your commitment to Key. We appreciate your support and ownership. Today, I will share the strong momentum that we are seeing across our franchise and how we are confident in delivering on our commitment for all of our stakeholders. 2021 marked a record year for Key and all of our stakeholders. We served our clients and communities while delivering record financial results. We delivered record revenue, which was up 9% year-over-year, with growth in both net interest income and fee income.

Pre-provision net revenue also achieved record levels last year, up 10% from the prior year. We generated positive operating leverage for the eighth time in nine years. Importantly, we expect to generate positive operating leverage again in 2022. Additionally, we experienced strong momentum across both our commercial and consumer businesses. In consumer, we grew households at a record pace and continued to deepen relationships with existing clients across our franchise. We continue to benefit from two consumer growth engines, Laurel Road and Consumer Mortgage. Combined, these businesses generated a record $16 billion in originations for the year. We also continue to grow and take share in our commercial businesses. We raised a record level of capital for our clients last year, $108 billion, resulting in a record level of investment banking fees. Foundational to our performance is a relentless focus on maintaining our risk discipline.

Credit quality remained strong throughout the year as net charge-offs as a percentage of average loans remained at historically low levels. We will continue to support our clients while maintaining our moderate risk profile, which has and will continue to position the company to perform well through all market conditions. Finally, we have maintained our strong capital position while continuing to return capital to our shareholders. In 2021, we returned 75% of our net income to shareholders in the form of both dividends and share repurchases. I am very proud of our accomplishments in 2021, and I want to thank our teammates for their dedication and commitment to serving our clients and growing our business. Our collective focus is centered around sound, profitable growth. At our Investor Day in March, we shared a number of specific measurable commitments for growth.

In our consumer business, we have committed to grow our consumer relationship households by 20% by 2025. In our commercial business, we are committed to grow our senior bankers by 25% by 2025. This increase will drive growth across our business and concurrently improve productivity across our entire platform. Additionally, we continue to capitalize on opportunities to execute our strategy to build targeted scale in our commercial business. While we continue to grow and take share across each of our seven industry verticals, there are four verticals, or in some instances, sub-verticals, namely healthcare, technology, affordable housing, and renewable energy financing, where we combine deep expertise with significant market opportunities. We are the number two financier of renewable energy in North America. We are the number two affordable housing lender in the United States.

These are important and growing sectors in today's economy and areas where Key is very well-positioned for sound, profitable growth. Combine these four areas, and again, those areas are healthcare, technology, affordable housing, and renewable energy financing, represented 20% of Key's entire commercial revenue in 2021. Our growth would not be possible without the investments we have made and continue to make. The investments in our teammates, in technology, in digital capability and analytics have supported and will accelerate our growth across our enterprise. We are focused on digitizing the enterprise from front to back office across both our consumer and commercial businesses. We are replacing clunky handoffs with streamlined software, and in so doing, ensuring the best experience for both our clients and our teammates. Additionally, we have a proven track record of acquiring, integrating, and retaining entrepreneurial teammates across our enterprises.

Good examples include leading boutique investment banks like Cain Brothers or born digital organizations like AQN, XUP, and Laurel Road. Laurel Road has continued to exceed our expectations. We have a targeted segment with over 50,000 high-quality households that we serve through a national digital-first affinity bank. We are building digital relationships with these high-quality clients in a way that many digital-first offerings have not. We are committed to growing our number of member households by 5x to 250,000 by 2025. The first quarter was a record quarter for Laurel Road as we achieved $820 million in originations. It's worth noting that our Laurel Road results were accomplished with the federal student payment holiday remaining in place.

I am pleased to share that on May 6, National Nurses Day, Laurel Road launched a new offering for nurses, the largest segment of the healthcare industry. This launch included checking, financial literacy, and perks, all created specifically for nurses. Nurses represent a sizable demographic looking for differentiated, personalized financial products and services, and Laurel Road has a unique opportunity to meet these needs. In addition, earlier this week, we announced the acquisition of GradFin, a leader in public service loan forgiveness. The acquisition furthers our commitment to accelerate growth in targeted investments in digital businesses. We believe the best way to drive long-term value is by delivering on our commitments to every stakeholder we serve, our shareholders, our clients, our colleagues, our regulators, and our communities. For our shareholders, we continue to focus both on the return on and the return of capital, which has driven strong shareholder returns.

At Key, being a responsible corporate citizen is central to who we are and how we do business. Our purpose is to help our clients and communities thrive. Through these efforts, we create outstanding results for our shareholders. We have a highly engaged team who keep our 3.5 million clients at the center of everything we do, a calling we answer, excuse me, each and every day. Through lending, investing, and volunteerism, we participate in the growth and sustainability of the communities we proudly serve.

As a testament to our commitment to our communities, we received our tenth consecutive outstanding rating from the Office of the Comptroller of the Currency for meeting or exceeding the terms of the Community Reinvestment Act, one of the very few banks to reach this milestone, and just one example of our track record of fairness, access, and equity for our clients. With that in mind, I want to spend a moment on our progress related to environmental, social, and governance efforts. ESG is core to both our business and our culture. We have a real strength in areas such as affordable housing, renewable energy, philanthropy, and diversity, equity, and inclusion. In 2021 alone, we completed the following. We enhanced our ESG report. We published both our inaugural task force on climate-related financial disclosure and our inaugural SASB Index. Additionally, we updated our pay equity statement.

All of these documents are available on key.com, and I encourage all of our listeners this morning to take a look at those documents at your convenience. Importantly, we look forward to continuing an open and transparent dialogue with all of our stakeholders as we work to address the needs of our communities. I will close on slide seven. I want to reaffirm my confidence in the long-term outlook for our company. We are running our business to win for our teammates, our clients, our communities, and for you, our shareholders. We have a unique and distinctive business model. We have a leading position in targeted high-growth areas where we expect to continue to take share, grow, and deliver consistent results. We have a balanced franchise that generates sustainable revenue streams.

Our consumer franchise has significant momentum, and our investment banking business has a proven unique model that is driving relationship-based revenue. We are accelerating our growth with targeted investments in our teammates, in digital, in analytics, and the acquisition of niche businesses. Our unique targeted scale opportunity in healthcare is a true differentiator. Healthcare represents a continued growth opportunity, not only for Laurel Road, but for all of Key. Foundational to our success is a relentless focus on maintaining our credit quality and strong risk management practices. We are positioned to grow and deliver on our commitments to you, our shareholders, and all of our stakeholders. In closing, I would like to thank you for your participation today and your commitment to Key. I would be happy to address any questions you may have. Susan, do we have any questions at this time?

Speaker 4

We do have one submitted question. Has the board considered the adoption of a classified board structure to promote a long-term perspective? Have shareholders ever utilized the proxy access or special meeting rights currently in place?

Chris Gorman
Chairman and CEO, KeyCorp

First of all, thank you for your question. No, the shareholders have not utilized the proxy access. We think that our current board is the right way to do it, where we elect every director every year. We have not considered using a classified board. We think it's good governance to have every director elected every year. Thank you for your question.

Speaker 4

There are no further questions.

Chris Gorman
Chairman and CEO, KeyCorp

Well, thank you again. With no more questions, our meeting is now concluded. Thank you and have a good morning. Goodbye.

Operator

This concludes the meeting. You may now disconnect and have a pleasant day.

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