On December 5, 2025, Holdco Asset Management LP urged KeyCorp, to adopt a no-acquisition policy and utilize all excess capital for share repurchases. In a presentation addressed to KeyCorp's independent directors, Holdco recommended the dismissal of KeyCorp Chairman, President, and CEO Christopher Gorman, citing that "the decisions made on his watch created existential risks for this 200-year institution. Holdco expressed concerns regarding Company's 2016 acquisition of First Niagara Financial Group Inc., which Gorman led as a unit president.
The acquisition resulted in a 12% dilution to tangible book value per share, with a 6 year earn back period including revenue synergies. In addition, Holdco is requesting that Company's board not renominate lead independent director Alexander Cutler, who it claims presided over shareholder value destruction, along with the directors who approved the First Niagara deal. Holdco Asset is also advocating for the establishment of an independent capital allocation committee that excludes directors nominated by Bank of Nova Scotia.
Holdco is contemplating further actions, including a potential proxy contest or advocating for Company's sale to PNC Financial Services Group Inc., Wells Fargo & Co., or certain Canadian banks. Further, KeyCorp stated that it is focused on driving shareholder value through disciplined growth and capital return strategies.
