Associate Counsel – Governance, Securities, and Corporate Functions

Location:

127 Public Square, Cleveland Ohio

Job Description

The KeyCorp Law Group is growing and is seeking an attorney with one to five years of relevant, progressive legal practice experience to join the Governance and Corporate Functions section of Key Legal. The preferred location for this position is Cleveland, Ohio. This role offers candidates coming from a law firm or in-house environment an excellent opportunity to work on general corporate law matters, including corporate governance, securities, executive compensation, and transactional matters.

Essential Job Functions

Provide support to other attorneys in Key Legal and to internal partners across a number of corporate functions, such as Corporate Responsibility, Corporate Strategy, Corporate Treasury, Executive Compensation, Investor Relations, and SEC Reporting.

Responsibilities include:

oAssisting with preparation of corporation’s annual proxy statements (including shareholder proposals and proxy solicitations)

oSupport the preparation of Board materials, including resolutions and written consents.

oAdvising on corporate governance topics, including federal and state disclosure laws and related reporting.

oWorking on corporate transactions, including debt and equity issuances, mergers and acquisitions, and minority investments.

oProviding legal support for compliance with SEC and other securities-related regulatory requirements applicable to publicly traded companies, including the preparation of SEC Forms 10-K, 10-Q, and 8-K, and Section 16 filing

oAssisting with matters related to executive compensation, including equity and compensation plan administration, and subsidiary management.

oCollaborating with compliance and risk partners to advise on laws and regulations.

oDeveloping and maintaining strong collaborative and collegial relationships with internal clients and Key Legal colleagues.

oProviding legal updates to clients regarding areas of expertise as appropriate.

oWorking with outside counsel on projects and matters.

oWith appropriate supervision and oversight, providing sound legal advice on routine matters.

oConsulting on more complex matters with supervision.

oDeveloping ability to anticipate client needs based on understanding of business and bank regulatory environment.

oComfortably collaborating with professionals and mid-level management.

oPerforming legal research, leveraging the right resources to develop solutions that balance meeting the needs of the business and mitigating risk to Key.

oProactively escalating issues within Key Legal.

oActively participating in other daily tasks of Key Legal as needed.

Professional Qualifications

oJuris Doctor from an accredited law school required.

oActive license to practice law in one or more appropriate jurisdictions required.

o1 to 5 years of relevant, progressive experience as a practicing lawyer, with experience focusing on public company governance, corporate transactional matters, and/or securities laws preferred.

oExperience and/or knowledge of the financial services industry is beneficial but not required.

oDemonstrated ability to perform each essential function with skill, efficiency, and practicality.

oExcellent writing, analytical, and communication skills.

oAbility to work collaboratively and build relationships within a large organization.

oWillingness to learn new areas of the law, acquire new skills, and take on additional and/or new responsibilities as needed.

oAbility to work in a fast-paced environment and on multiple and varied projects simultaneously.

COMPENSATION AND BENEFITS

This position is eligible to earn a base salary in the range of $96,000.00 - $181,000.00 annually. Placement within the pay range may differ based upon various factors, including but not limited to skills, experience and geographic location. Compensation for this role also includes eligibility for incentive compensation which may include production, commission, and/or discretionary incentives.

Please click here for a list of benefits for which this position is eligible.

Key has implemented an approach to employee workspaces which prioritizes in-office presence, while providing flexible options in circumstances where roles can be performed effectively in a mobile environment.

Job Posting Expiration Date: 06/05/2026 KeyCorp is an Equal Opportunity Employer committed to sustaining an inclusive culture. All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, genetic information, pregnancy, disability, veteran status or any other characteristic protected by law.

Qualified individuals with disabilities or disabled veterans who are unable or limited in their ability to apply on this site may request reasonable accommodations by emailing HR_Compliance@keybank.com.

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