2018 Guide to Effective Proxies

2.17.6 CEO to median employee pay ratio | 401 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES Compensation of Executive Officers and Directors Amy G. Brady Termination Event Severance Pay ($) Annual Incentive ($) Stock Options ($) Restricted Stock Units ($) Performance Awards ($) Nonqualified Pension Benefits ($) Nonqualified Deferred Compensation ($) Totals ($) Death — — 298,533 2,050,540 1,185,255 — — 3,534,328 Disability — — 298,533 2,050,540 1,185,255 — — 3,534,328 Retirement (1) — — — — — — — — Limited Circumstances (2) 462,500 — 152,594 1,558,362 930,422 — — 3,103,878 Change of Control Termination (3) 3,025,851 — 298,533 2,050,540 1,465,095 — 60,000 6,900,019 (1) Ms. Brady is not retirement eligible and therefore all unvested, outstanding equity awards would be forfeited. (2) In the event of a termination under limited circumstances, Ms. Brady would be entitled to salary continuation in the amount equal to 36 weeks of base salary as defined under the KeyCorp Separation Pay Plan. (3) Ms. Brady is entitled to receive severance of two times the sum of his base salary and target annual incentive plus annual COBRA medical premiums as a result of a Change of Control Termination, as well as two additional years of deferred compensation matching contributions. Pay Ratio In compliance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following information with respect to our last completed fiscal year. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The median of the annual total compensation of all employees, excluding the CEO, is $68,875. The annual total compensation of the CEO, as reported in the 2017 Summary Compensation Table (“SCT”), is $8,146,470. The ratio of the annual total compensation of the CEO to the median of the annual total compensation of all other employees is 118 to 1. In determining the information provided above, we used the following methodology and estimates: We first identified the median employee in the following manner, as permitted by the SEC’s rules: • We compiled a list of all employees as of December 31, 2017, other than the CEO. • We excluded from that list the employees of HelloWallet and Cain Brothers & Company, LLC, two companies that we acquired during the fiscal year. As a result, a total of approximately 141 HelloWallet and Cain Brothers employees were excluded from the list. • We also excluded from that list all employees located outside of the United States (“U.S.”), who represent less than 5% of our total employee population. The excluded non-U.S. employees are located in China, Taiwan, England, and Canada, and the approximate number of employees excluded from each jurisdiction was two, one, four, and six, respectively. A total of 13 non-U.S. employees were excluded from the list and a total of 19,302 U.S. employees were included on the list. • We used wages reported in Box 1 of IRS Form W-2 as a consistently applied compensation measure to identify the median employee from the remaining employees on the list. For this purpose, we did not annualize the wages of any individuals who were employed less than the full fiscal year. Once the median employee was identified in the manner described above, we calculated the annual total compensation of the median employee using the same methodology that we used to determine the annual total compensation of the CEO, as reported in the SCT. It should be noted that the pay ratio disclosure rules of Item 402(u) of Regulation S-K provide companies with a great deal of flexibility in determining their pay ratio reporting methodologies and in estimating the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all other employees. As such, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which, among other factors such as differences in employee populations, geographic locations, business strategies and compensation practices, may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including other companies within the financial services industry. 52 KEYCORP