01—Abstract
Summary
Summary of the 8-K filed March 15, 2024. Cited figures are marked; the original filing is the authoritative source.
KeyCorp's 8-K, filed March 15, 2024 under Item 5.02, reports the Board of Directors' appointment of Stacy L.
Gilbert as Chief Accounting Officer, effective March 15, 2024. Gilbert will serve as the company's principal accounting officer. Before this appointment, she had served as Corporate Controller since August 2023, and previously as Assistant Corporate Controller and Senior Director of External Reporting and Accounting Policy.
She first joined the company in 2002, left for FirstMerit Corporation in 2008, and rejoined in 2016. Gilbert is 52 years old. The filing states there is no arrangement or understanding under which she was appointed, no family relationships with any director or executive officer, and no transaction requiring disclosure under Item 404(a) of Regulation S-K.
Her compensation terms are described as consistent with the company's executive program: she remains eligible for discretionary incentive compensation, with at least 50%a of total incentive compensation delivered as long-term incentive compensation. She will receive limited executive benefits, including an annual executive physical and tax and financial planning, and will enter into the company's standard Change of Control Agreement (Tier II). The filing refers to the 2023 Proxy Statement for further detail on the executive compensation program.
For investors, the filing is a routine leadership-succession disclosure about the principal accounting officer role. It reports no financial results, and it contains no new compensation figures beyond the stated 50%b long-term incentive minimum.
02—Key points
Key Highlights
- Stacy L. Gilbert, age 52, appointed Chief Accounting Officer by the Board on March 14, 2024, effective March 15, 2024
- Gilbert will serve as KeyCorp's principal accounting officer
- Gilbert previously served as Corporate Controller since August 2023 and as Assistant Corporate Controller and Senior Director of External Reporting and Accounting Policy
- Gilbert's career includes an earlier stint at KeyCorp starting in 2002, a period at FirstMerit Corporation from 2008, and a return to KeyCorp in 2016
- At least 50% of total incentive compensation will be delivered as long-term incentive compensation
- Gilbert will enter into the company's standard Change of Control Agreement (Tier II), filed as Exhibit 10.9 to the 2017 Form 10-K
- The filing states no arrangement or understanding for the appointment, no family relationships, and no related-party transactions under Item 404(a)
03—Questions
Frequently Asked Questions
Who was appointed to a new role at KeyCorp?
Stacy L. Gilbert was appointed Chief Accounting Officer, effective March 15, 2024, and will serve as the company's principal accounting officer.
What was Gilbert's role before this appointment?
She served as Corporate Controller since August 2023, and before that as Assistant Corporate Controller and Senior Director of External Reporting and Accounting Policy.
What compensation will Gilbert receive?
She remains eligible for discretionary incentive compensation under company plans, with at least 50% of total incentive compensation delivered as long-term incentive compensation. She will also receive limited executive benefits, including an annual executive physical and tax and financial planning.
Does the appointment involve a change-of-control arrangement?
Yes. Gilbert will enter into the company's standard Change of Control Agreement (Tier II), the form of which was filed as Exhibit 10.9 to the company's 2017 Form 10-K.
Are there any related-party or family ties involved?
The filing states there are no family relationships between Gilbert and any director or executive officer, no arrangement or understanding for her appointment, and no transaction requiring disclosure under Item 404(a) of Regulation S-K.
04—Continue