March 13, 2023

Dear Fellow Shareholder:

On behalf of the Board of Directors, we are pleased to

invite you to attend our 2023 annual meeting of

shareholders, to be held at 8:00 a.m. Central Time on April

25, 2023, in the Auditorium of the First Horizon Building,

165 Madison Avenue, Memphis, Tennessee 38103.

In order to provide the proxy materials to our

shareholders in an expedited manner while significantly

lowering the costs of delivery and reducing the

environmental impact of our annual meeting, we are

furnishing these materials to shareholders on the internet

at https://ir.firsthorizon.com/annual-reports/. You will

receive a notice with instructions for accessing the

materials and voting via the internet in addition to

information about how to obtain paper copies of our

proxy materials if you would prefer.  Following this letter

are the formal notice of the annual meeting and our 2023

proxy statement.  The proxy statement contains detailed

information on the matters to be voted on at the annual

meeting.

Your vote is important. We encourage you to vote your

proxy by telephone or via the internet or, if you received a

paper proxy card by mail, you may also vote by signing,

dating and returning it by mail. Even if you plan to attend

the meeting, please vote your proxy as soon as possible.

In order to accommodate those attending, we ask that

you let us know of your plans to attend by so indicating

when you vote. Registration and seating will begin at 7:30

a.m. Central Time.  We will ask you to sign in and present

valid photo identification (or other identification

acceptable to the company) as well as proof of ownership

acceptable to the company, such as an appropriate

brokerage statement.  If you are the legal representative

of a shareholder, also bring proof thereof. Cameras and

recording devices will not be permitted at the meeting. 

Thank you for your continued support of First Horizon and

for the trust and confidence you place in our company.

D. Bryan Jordan

Chairman of the Board, President and Chief Executive Officer

Notice of Annual Meeting of Shareholders

April 25, 2023

8:00 a.m. Central Time

The annual meeting of the holders of First Horizon Corporation’s common stock will be held at 8:00 a.m. Central

Time on April 25, 2023 in the Auditorium of the First Horizon Building, 165 Madison Avenue, Memphis, Tennessee

38103. 

The items of business are:

1.Election of 14 directors to serve until the 2024 annual meeting of shareholders and until their successors are

duly elected and qualified. 

2.Ratification of the appointment of auditors.

3.Approval of an advisory resolution to approve executive compensation (“say on pay”).

4.  Vote on an advisory proposal to determine the frequency (whether every year, every two years or every three

years) of future say on pay votes.

These items are described more fully in the following pages, which are made a part of this notice. The close of

business on February 24, 2023 is the record date for the meeting. All holders of record of First Horizon’s common

stock as of that time are entitled to vote at the meeting.

On February 27, 2022, First Horizon entered into a merger agreement with The Toronto-Dominion Bank, a Canadian

chartered bank (“TD”), pursuant to which First Horizon will be acquired by TD.  Our shareholders approved the

merger agreement at a special shareholders meeting held on May 31, 2022. No other action by our shareholders is

required with respect to the pending TD acquisition. Accordingly, no action will be taken at the annual meeting with

respect to, and no proxy is being solicited in connection with, the pending TD acquisition.  If the pending TD

acquisition is completed prior to the commencement of the annual meeting on April 25, 2023, the annual meeting

will not be held.

As previously disclosed, on February 9, 2023, First Horizon and TD agreed to extend the outside date to May 27,

2023.  Subsequent to the extension, TD recently informed First Horizon that TD does not expect that the necessary

regulatory approvals will be received in time to complete the pending TD acquisition by May 27, 2023, and that TD

cannot provide a new projected closing date at this time.  TD has initiated discussions with First Horizon regarding a

potential further extension of the outside date.  There can be no assurance that an extension will ultimately be

agreed or that TD will satisfy all regulatory requirements so that the regulatory approvals required to complete the

pending TD acquisition will be received.

For more information on the merger agreement and the pending TD acquisition, please refer to First Horizon's filings

with the SEC, including First Horizon's Annual Report on Form 10-K for the year ended December 31, 2022.

Management requests that you vote your proxy by telephone or over the internet or that you sign and return the

form of proxy promptly, as applicable, so that if you are unable to attend the meeting your shares can nevertheless

be voted. You may revoke a proxy at any time before it is exercised at the annual meeting in the manner described

on page 6 of the proxy statement.

Clyde A Billings, Jr.

Senior Vice President, Assistant General

Counsel and Corporate Secretary

Memphis, Tennessee

March 13, 2023

IMPORTANT NOTICE Please (1) vote your proxy by telephone, (2) vote your proxy over the internet, or (3) mark, date, sign and promptly mail the form of proxy, as applicable, so that your shares will be represented at the meeting. If you hold your shares in street name, it is critical that you instruct your broker or bank how to vote if you want your vote to count in the election of directors, the advisory resolution to approve executive compensation, and the advisory resolution to determine the frequency of future say on pay votes (vote items 1, 3 and 4 of this proxy statement). Under current regulations, if you hold your shares in street name and you do not instruct your broker or bank how to vote in these matters, no votes will be cast on your behalf with respect to these matters. For additional information, see page 7 of the proxy statement.

Proxy Summary ..................................................................	2		Vote Item 3—Say on Pay ...................................................	47
The Annual Meeting .....................................................................	2		Say on Pay Vote Last Year ..........................................................	47
Vote Items .....................................................................................	2		Alignment of Pay with Performance ...........................................	47
ESG & Compensation Highlights ..............................................	2		Say on Pay Resolution .................................................................	47
Annual Meeting Matters ...................................................	5		Vote Item 4--Advisory Resolution on Frequency of Say on Pay ............................................................................	48
Culture & Governance .......................................................	8		Compensation Discussion & Analysis ..........................	49
Our Firstpower Culture ................................................................	8		Executive Summary ......................................................................	49
Our Awards ....................................................................................	9		CD&A Glossary .............................................................................	54
Environmental, Social & Governance Matters ..........................	10		Pay Components & Decisions ....................................................	54
Corporate Governance .................................................................	11		Total Direct Compensation (TDC) .........................................	54
			Salary .........................................................................................	54
Board Matters ......................................................................	13		Incentive Mix .............................................................................	55
Independence & Categorical Standards ..................................	13		Annual Cash Incentive .............................................................	55
Board Structure & Role in Risk Oversight .................................	15		Long-Term Incentive Awards ..................................................	57
Board Committees .......................................................................	18		Compensation Practices & Philosophies ..................................	59
Committee Charters & Composition .....................................	18		Peer Group & Market Benchmarking ...................................	59
Audit Committee (incl'g Audit Committee Report) ...............	19		Deferral, Retirement, & Other Benefits .................................	60
Compensation Committee (incl'g Compensation Committee Report)  .................................................................	21		Clawback Policy & Practices ..................................................	62
Executive Committee ...............................................................	24		Compensation Governance & Other Practices ....................	62
Information Technology Committee .......................................	24		Compensation Committee Report ..............................................	63
Nominating & Corporate Governance Committee ..............	24
Risk Committee .........................................................................	26		Recent Compensation .......................................................	64
Compensation Comm. Interlocks & Insider Participation .......	26		Summary Compensation Table ...................................................	64
Director Meeting Attendance ......................................................	27		Grants of Plan-Based Awards .....................................................	67
Executive Sessions of the Board ...............................................	27		Supplemental Compensation Disclosures ................................	68
Communication with the Board ...................................................	27		Awards Outstanding at Year-End ...............................................	69
			Awards Exercised & Vested ........................................................	71
Director Compensation  ...................................................	28
Directors in 2022 ...........................................................................	28		Post-Employment Compensation ...................................	72
Director Programs .........................................................................	28		Pension Plans ................................................................................	72
Director Compensation Table .....................................................	29		Nonqualified Deferred Compensation Plans ............................	73
Awards Outstanding at Year-End ...............................................	30		Employment & Termination Arrangements ................................	74
Director Awards Exercised & Vested ........................................	30
			Pay versus Performance ...................................................	80
Stock Ownership Information ..........................................	32
Security Ownership by Certain Beneficial Owners ..................			Other Matters ........................................................................	87
Security Ownership by Management .........................................			2024 Annual Meeting—Proposal & Nomination Deadlines ....	87
Delinquent Section 16(a) Reports ..............................................	33		Availability of Annual Report on Form 10-K ..............................	88
Policy on Hedging .........................................................................	33		Pay Ratio of CEO to Median Employee ....................................	88
Vote Item 1—Election of Directors .................................	34
Board Composition & Processes ................................................	34
Diversity on our Board (incl'g skills & characteristics matrix) .........	36
Nominees for Election ..................................................................	38
Vote Item 2—Auditor Ratification ...................................	45
Appointment of Auditors for 2023 ...............................................	45
Auditor Fees Past Two Years ......................................................	45
Pre-Approval Policy for Auditor's Services ................................	45

TABLE OF CONTENTS

	1	2023 PROXY STATEMENT

Proxy Summary

Please read the entire proxy statement before voting. This summary highlights information contained elsewhere in this proxy

statement and does not contain all of the information that you should consider. Page references are supplied to help you find

further information in the proxy statement.

The Annual Meeting

Time and Date	8:00 a.m. Central Time, April 25, 2023
Place	The Auditorium of the First Horizon Building, 165 Madison Avenue, Memphis, Tennessee 38103
Record Date	February 24, 2023
Common Shares Outstanding	537,356,511 common shares were outstanding on the record date and entitled to vote
Internet Availability of Proxy Materials	First Horizon uses the SEC’s “notice and access” rule. Notice of internet availability of proxy materials will be sent on or about March 13, 2023.
Admission Requirements	To attend the meeting in person you will need proof of your stock ownership such as an appropriate brokerage statement and valid photo identification (or other identification acceptable to the company).  If you are the legal representative of a shareholder, you must also bring a letter from the shareholder certifying (a) the beneficial ownership you represent and (b) your status as a legal representative. We will determine in our sole discretion whether the letter presented for admission meets the above requirements.

Vote Items

ITEM	MATTER	BOARD RECOMMENDATION	PROXY PAGE NUMBER
Vote Item 1	Election of directors. We are asking you to elect the 14 nominees named in this proxy statement as directors for a one- year term.	FOR each nominee	34
Vote Item 2	Ratification of appointment of auditors. We are asking you to ratify the appointment of KPMG LLP as our auditors for 2023.	FOR	45
Vote Item 3	Say on pay advisory resolution on executive compensation. In accordance with SEC rules, we are asking you to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.	FOR	47
Vote Item 4	Advisory resolution on the frequency of the say on pay vote.  In accordance with SEC rules, we are asking you to vote on how frequently we should seek a say on pay vote in future years (whether every year, every two years or every three years).  The Board recommends that you vote for a one-year interval for future say on pay votes.	FOR a say on pay vote                 every year	48

ESG & Compensation Highlights

In the following tables we provide a high-level summary of selected practices, including statistical data, in environmental,

social, and governance (ESG) areas or related to executive compensation. The areas were selected based on feedback we have

received from shareholders in recent years.

Board Composition and Governance

PRACTICE	FIRST HORIZON	PROXY PAGE NUMBER
Number of director nominees	14	34
Independence % of director nominees	93% (13 of 14)	13
Independence on key* board committees	100%	18
Is there majority voting for directors (in uncontested elections)?	Yes	6
Must director tender resignation if fails to receive majority vote?	Yes	34

PROXY SUMMARY

	2	2023 PROXY STATEMENT

PRACTICE	FIRST HORIZON	PROXY PAGE NUMBER
Average director nominee age	66  years	38-44
Average director nominee tenure	8.1 years	38-46
Board refreshment	8 new directors in the past 5 years	38-46
Does the company disclose a director skills matrix?	Yes	37
Gender diversity % of director nominees	29% (4 of 14)	36
Racial/ethnic diversity % of director nominees	21% (3 of 14)	36
Are CEO and Chairman of the Board separate?	No	15-18
Is the Chairman of the Board independent?	No	13
Is there an independent Lead Director?	Yes	15
Director terms	All directors are elected for a term of one year	34
Does the company disclose stock ownership guidelines for directors?	Yes	62
Mandatory retirement age**	72, for non-employee directors	34-37
Retirement age waivers	Board may waive each year for up to 3 additional terms	34-37
Resignation tender if director has major job change (other than promotion)?	Yes	34-37
Director nominees on more than two other public company boards	None	38-46
Annual Board & committee self-evaluations?	Yes	35-38
Annual individual director evaluations?	Yes	35-38
Third party engaged to conduct Board and director evaluations?	Yes; every 3 years or as determined by the Nominating & Corporate Governance Committee	35-38
Incumbent director attendance at Board & committee meetings	Average attendance > 97%	27
Total Board meetings held in 2022	9	27
Total Board committee meetings held in 2022	39	27
Do directors meet in executive session without management?	Yes, generally at each regular Board meeting	27

* Key board committees are Audit, Compensation, and Nominating & Corporate Governance.

* *  Under the provisions of our merger agreement with IBERIABANK Corporation, the mandatory retirement provisions will not apply to any of the current

director nominees until after the third anniversary of the merger (July 1, 2023).

Shareholder Rights and Governance*

AREA	FIRST HORIZON
One share, one vote?	Yes
Dual or multiple class common stock?	No
Cumulative voting of stock?	No
Vote required for shareholders to amend Charter	Generally, votes cast favoring exceed votes cast opposing
Exceptions to general vote requirement in preceding row	80% for any provision of charter inconsistent with any provision of bylaws or for Article 12 of charter
Vote required for shareholders to amend Bylaws	80%
Shareholder right to act by written consent?	Yes; all shareholders must consent to take action
Shareholder right to call a special meeting?	Yes, upon demand of holders of 10% of outstanding common shares
Blank-check preferred stock authorized?	Yes
Blank-check preferred stock outstanding?	Six Series: B, C, D, E, F and G
Outstanding shareholder rights plan?	No
Proxy access bylaw?	Yes
Exclusive forum bylaw?	Yes

*See our Amended and Restated Charter and our Bylaws, both available on our website at https://ir.firsthorizon.com (click on “Investor Relations,” then

“Corporate Governance,” and then “Governance Documents”), for details.

Other Governance

AREA	FIRST HORIZON	PROXY PAGE NUMBER
Anti-hedging policy for directors and executives?	Yes	33
Code of Business Conduct and Ethics?	Yes	11-12
Code of Ethics for Senior Financial Officers?	Yes	11-12
Compliance and Ethics Program Policy?	Yes	11-12
Board oversight of cybersecurity?	Yes, by Risk Committee	16
Audit committee financial experts?	2 currently serve on Audit Committee	19

PROXY SUMMARY

	3	2023 PROXY STATEMENT

Environmental and Social*

AREA	FIRST HORIZON
Diversity, Equity and Inclusion Program?	Yes
Board oversight of environmental, social and governance matters?	Yes, by the Nominating & Corporate Governance Committee
Chief Diversity, Equity and Inclusion Officer?	Yes
ESG Officer?	Yes
Human Rights Statement?	Yes
Social Issues Statements?	Yes
Code of Conduct for Suppliers?	Yes
Corporate Social Responsibility working group and task forces?	Yes
Corporate Social Responsibility Report?	Yes--most recently published June 2022

*See Environmental, Social & Governance Matters on pages 10-11 of this proxy statement, as well as our Corporate Social Responsibility Report, for additional

details.

Executive Compensation

AREA	FIRST HORIZON	PROXY PAGE NUMBER
Independent consultant for the Compensation Committee	Meridian Compensation Partners, LLC	23
Frequency of say on pay vote?	Annual	47
Clawback policy?	Yes	62
Clawback features in award plans?	Yes, long-term and annual bonus	62
Below-market options allowed?	Only in substitution, in a merger, limited to 5% of plan authorization	53
Stock ownership guidelines for executives?	Yes	62
Executive-level employment agreements?	None	77-79
Portion of CEO's 2022 TDC that is performance-based	60%	51
Portion of CEO's 2022 TDC that is stock-based	62%	51
Change in control (CIC) severance program?	Yes; new executive plan & legacy agreements	75
Single-trigger CIC severance benefits?	No	75
Range of CIC severance benefit	1.5 to 3.0 times salary & bonus	75
Named Executive Officers in CIC severance program	5 out of 6	75
Tax gross-up paid on CIC severance benefit?	Generally no, with one exception from 2007	75

PROXY SUMMARY

	4	2023 PROXY STATEMENT

Annual Meeting Matters

Our Board of Directors is soliciting proxies to be voted at

our upcoming annual meeting of the holders of First

Horizon’s common stock (and at any adjournment or

adjournments of the meeting). At the meeting, our

common shareholders will act to elect 14 directors; to

ratify the appointment of KPMG LLP as our independent

auditors for 2023; to vote on an advisory resolution to

approve executive compensation (“say on pay”); and to

approve an advisory proposal to determine the frequency

(whether every year, every two years or every three years)

of future say on pay votes.  If the pending TD acquisition is

completed prior to the commencement of the annual

meeting on April 25, 2023, the annual meeting will not be

held.

Date, Time and Place

The annual meeting of the holders of our common stock

will be held on Tuesday, April 25, 2023 at 8:00 a.m.

Central Time in the Auditorium of the First Horizon

Building, 165 Madison Avenue, Memphis, Tennessee

38103.  To obtain additional information or directions to

be able to attend the meeting and vote in person, contact

our transfer agent at (877) 536-3558. 

What You Will Need to Attend the Meeting in Person

You will need proof of your share ownership acceptable to

the company (such as an appropriate brokerage

statement if you hold your shares through a broker) and a

form of valid photo identification (or other identification

acceptable to the company). If you do not have proof of

ownership and acceptable identification, you may not be

admitted to the Annual Meeting.  If you are the legal

representative of a shareholder, you must also bring a

letter from the shareholder certifying (a) the beneficial

ownership you represent and (b) your status as a legal

representative. We will determine in our sole discretion

whether the documents presented for admission meet the

above requirements. 

No cameras, laptops, tablets, recording equipment, large

bags, backpacks, briefcases, or similar items are permitted

in the meeting room. Cell phones may not be used during

the meeting, and we reserve the right to remove

individuals who do not adhere to these requirements. 

Terms Used in this Proxy Statement

In this proxy statement, First Horizon Corporation is

referred to by the use of “we,” “us” or similar pronouns,

or simply as “FHN” or “First Horizon,” and First Horizon

and its consolidated subsidiaries are referred to

collectively as “the company.” First Horizon and

IBERIABANK Corporation completed a merger of equals in

2020. IBERIABANK Corporation is referred to in this proxy

statement by the use of “IBKC.” The term “shares” means

First Horizon’s common stock, and the term

“shareholders” means the holders of that common stock,

unless otherwise clearly stated. The term “associates”

means persons employed by the company. The notice of

the 2023 annual meeting of shareholders, this proxy

statement, our annual report on Form 10-K for the year

ended December 31, 2022, and the proxy card are

together referred to as our “proxy materials.”

Internet Availability of Proxy Materials

We use the SEC’s “notice and access” rule, which allows us

to furnish our proxy materials over the internet to our

shareholders instead of mailing paper copies of those

materials to each shareholder. As a result, beginning on or

about March 13, 2023, we sent to most of our

shareholders by mail or email a notice of internet

availability of proxy materials, which contains instructions

on how to access our proxy materials over the internet

and vote online. This notice is not a proxy card, and you

cannot use it to vote your shares. If you received only a

notice, you will not receive paper copies of the proxy

materials unless you request the materials by following

the instructions on the notice.

If you received a paper copy of the notice, we encourage

you to help us save money and reduce the environmental

ANNUAL MEETING MATTERS

	5	2023 PROXY STATEMENT

impact of delivering paper notices by signing up to receive

all of your future proxy materials electronically.

If you own shares of common stock in more than one

account—for example, in a joint account with your spouse

and in your individual brokerage account—you may have

received more than one notice. To vote all of your shares,

please follow each set of separate voting instructions that

you received for the shares of common stock held in each

of your different accounts.

Voting by Proxy & Revoking Your Proxy

The First Horizon Board of Directors is asking you to give

us your proxy. Giving us your proxy means that you

authorize another person or persons to vote your shares

of our common stock at the annual meeting of

shareholders in the manner you direct. Giving us your

proxy allows your shares to be voted even if you do not

attend the annual meeting. You may revoke your proxy at

any time before it is exercised by writing to the Corporate

Secretary, by timely delivering a properly executed, later-

dated proxy (including by telephone or internet) or by

voting by ballot at the meeting. All shares represented by

valid proxies received pursuant to this solicitation, and not

revoked before they are exercised, will be voted in the

manner specified on the proxy. If you submit a proxy

without giving specific voting instructions, your shares

will be voted in accordance with the recommendations

of our Board of Directors as follows:

FOR:

1.Election of 14 directors to serve until the 2024 annual

meeting of shareholders and until their successors are

duly elected and qualified.   

2.Ratification of the appointment of auditors.

3.Approval of an advisory resolution to approve

executive compensation ("say on pay").

4.  Approval of an advisory proposal to determine the

frequency (whether every year, every two years or

every three years) of future say on pay votes. 

Solicitation of Proxies

First Horizon will pay the entire cost of soliciting the

proxies. In following up the original solicitation of the

proxies, we may request brokers and others to send proxy

materials to the beneficial owners of the shares and may

reimburse them for their expenses in so doing. If we deem

it necessary, we may also use several of our associates to

solicit proxies from the shareholders, either personally or

by telephone, letter or email, for which they will receive

no compensation in addition to their normal

compensation. We have hired Morrow Sodali LLC, 333

Ludlow Street, Fifth Floor, Stamford, CT 06902 to aid us in

the solicitation of proxies for a fee of $9,000 plus out-of-

pocket expenses. An additional charge of $6.50 per holder

will be incurred should we choose to have Morrow Sodali

LLC solicit individual holders of record.

Quorum & Vote Requirements

Except for our depositary shares (each representing a

fractional interest in a share of one of our series of non-

cumulative perpetual preferred stock, Series B, C, D, E or

F) and our non-cumulative perpetual preferred stock,

Series G, all of which have limited voting rights and no

right to vote at the annual meeting, our common stock is

our only class of voting securities. There were 537,356,511 

shares of common stock outstanding and entitled to vote

as of February 24, 2023, the record date for the annual

meeting.

Each share is entitled to one vote. A quorum of the shares

must be represented at the meeting to take action on any

matter at the meeting. A majority of the votes entitled to

be cast constitutes a quorum for purposes of the annual

meeting. Both “abstentions” and broker “non-votes” will

be considered present for quorum purposes, but will not

otherwise have any effect on the vote items.

The affirmative vote of a majority of the votes cast is

required to elect the nominees as directors, and we have

adopted a director resignation policy that requires a

director who does not, in an uncontested election, receive

the affirmative vote of a majority of the votes cast with

respect to his or her election to tender his or her

resignation. For additional information on our director

resignation policy, see the summary of the policy under

Director Resignation and Retirement Policies in vote item 1

of this proxy statement, which begins on page 34. The

policy is also contained in our Corporate Governance

Guidelines, which are available on our website at https://

ir.firsthorizon.com (click on “Investor Relations,” then

ANNUAL MEETING MATTERS

	6	2023 PROXY STATEMENT

“Corporate Governance,” and then “Governance

Documents”). The affirmative vote of a majority of the

votes cast is required to approve the advisory resolution

on executive compensation, to approve on an advisory

basis the frequency of future say on pay votes, and to

ratify the appointment of auditors.

Effect of Not Casting Your Vote

Shares Held in Street Name. If you hold your shares in

street name it is critical that you instruct your broker or

bank how to vote if you want your vote to count in the

election of directors, the advisory resolution to approve

executive compensation and the advisory proposal to

determine the frequency of future say on pay votes (vote

items 1, 3 and 4 of this proxy statement). Under current

regulations, your broker or bank will not have the ability

to vote your uninstructed shares in these matters on a

discretionary basis. Thus, if you hold your shares in street

name and you do not instruct your broker or bank how to

vote, no votes

will be cast on your behalf with respect to these matters.

Your broker or bank will have the ability to vote

uninstructed shares on the ratification of the appointment

of auditors (vote item 2).

Shareholders of Record. If you are a shareholder of record

and you do not vote your proxy, no votes will be cast on

your behalf on any of the items of business at the annual

meeting unless you attend the annual meeting and vote

your shares there.

Duplicate Mailings & Householding

Duplicate mailings in most cases are inconvenient for you

and an unnecessary expenditure for us. We encourage

you to eliminate them whenever you can as described

below.

Multiple Accounts. Some of our shareholders own their

shares using multiple accounts registered in variations of

the same name. If you have multiple accounts, we

encourage you to consolidate your accounts by having all

your shares registered in exactly the same name and

address. You may do this by contacting our stock transfer

agent, Equiniti Trust Company (EQ), by phone toll-free at

1-877-536-3558, or by mail to EQ Shareowner Services,

P.O. Box 64854, St. Paul, MN 55164-0854.

Shares Held in Street Name. If you and other members of

your household are beneficial owners of shares, meaning

that you own shares indirectly through a broker, bank, or

other nominee, you may eliminate any duplication of

mailings by contacting your broker, bank, or other

nominee. If you have eliminated duplicate mailings but for

any reason would like to resume them, you must contact

your broker, bank, or other nominee.

Shareholders with the Same Address; Requesting

Changes. If you are among the shareholders who receive

paper copies of our proxy materials, SEC rules allow us to

mail a single copy of those materials to all shareholders

residing at the same address if certain conditions are met.

This practice is referred to as "householding."

Householding does not apply to either the proxy card or

the notice of internet availability of proxy materials. If

your household receives only one copy of the proxy

materials and if you wish to start receiving separate copies

in your name, apart from others in your household, you

must request that action by contacting our stock transfer

agent, EQ, by phone toll-free at (877) 536-3558 or by

writing to EQ Shareowner Services, Attn: Householding,

P.O. Box 64854, St. Paul, MN 55164-0854. That request

must be made by each person in the household who

desires a separate copy. Within 30 days after your request

is received we will start sending you separate mailings. If

you and members of your household are receiving

multiple copies and you want to eliminate the

duplications, please request that action by contacting EQ

using the contact information given in this paragraph

above. In either case, in your communications, please

refer to your account number. Please be aware that if you

hold shares both in your own name and as a beneficial

owner through a broker, bank or other nominee, it is not

possible to eliminate duplications as between these two

types of ownership. If your household receives only a

single copy of the proxy materials, and if you desire your

own separate copies for the 2023 annual meeting, you

may download them from our website using the website

address listed in the box below. If you would like

additional copies mailed, we will mail them promptly if

you request them from our Investor Relations department

at our website or by mail to Investor Relations, P.O. Box

84, Memphis, TN 38101. You may also request that

additional copies be mailed by calling our transfer agent at

(877) 536-3558. However, we cannot guarantee you will

receive mailed copies before the 2023 annual meeting.

ANNUAL MEETING MATTERS

	7	2023 PROXY STATEMENT

Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to be held on April 25, 2023

This proxy statement, our proxy card, and our annual report on Form 10-K are available at https://ir.firsthorizon.com/annual-reports/. Also available there is a letter to shareholders discussing our 2022 activities and performance.

Culture & Governance

Our Firstpower Culture

Having a strong culture is mission critical to our ability to

attract and retain top talent and achieve long-term

success. Our culture - which we call Firstpower - is

grounded in our corporate purpose and values and helps

guide the manner in which we operate our business, serve

our clients, care for our associates and communities and

perform for our shareholders.

Our Purpose, Values and Commitment capture who we

are today and aspire to be going forward. We hold

ourselves to the highest standards of ethical conduct, and

that means doing what is right for our business, our

associates, the environment and our communities.

Our Purpose: To help our clients unlock their full potential

with capital and counsel.

Our Values:

▪Put Clients First – Go above and beyond to listen,

understand and solve the client’s needs. Follow

through and exceed expectations every step of the

way.

▪Care About People – Treat others with respect and

dignity. Foster a culture of collaboration.

Demonstrate kindness and empathy for all.

▪Commit to Excellence in Everything We Do – Conduct

business with professionalism and dignity. Embody a

“can do” spirit that gets results for our clients.

▪Elevate Equity – Place equity at the center of our

diversity and inclusion efforts. Create accountability

and ensure accessibility and opportunity for all.

▪Foster Team Success – Measure wins in terms of “we”

not “me.” Take pride in company success. Be invested

in a shared vision for future growth.

Commitment: As teammates and as individuals, we must

own the moment.  We listen, understand and deliver.

In 2022, the strength of our purpose-driven, collaborative

culture was instrumental to our success. While continuing

to operate a hybrid work environment, we not only

achieved our performance objectives but completed our

merger-of-equals systems conversion and made significant

strides in preparing for our pending acquisition by TD.

Our culture must evolve to reflect the changing needs and

expectations of our workforce. We want our associates to

be inspired by the work we do and empowered to

perform at their best. As we have for many years, we

provided opportunities for associates to provide feedback

including formal surveys and through the Firstpower

Council. Using a variety of tools and resources, we also

continued to offer competitive health care benefits,

wellness programs, mentoring, internships, volunteerism,

informal shout-outs and formal recognitions, career

management and continuing education, associate

resource groups, parental and care-giver support and

more to support our associates’ personal and professional

health and development.

An integral part of our Firstpower culture is our

unwavering commitment to diversity, equity, and

inclusion. This commitment starts at the top - as our

corporate Board of Directors oversees the company’s DEI

strategy and receives periodic reports from management

on DEI efforts – and is embedded throughout our

organization.

Our objective is not only to attract a diverse team, but

also to create an environment in which different

backgrounds, opinions and perspectives are valued. With

an emphasis on elevating equity, we hold our company

accountable for quantifying and reducing disparities in

accessibility and opportunity based on gender, age,

socioeconomic status, sexual orientation, disability status,

veteran status, and race/ethnicity.  We elevate equity

through:

▪Ensuring representation of diverse talent

▪Strengthening leadership capabilities and

accountability

▪Fostering inclusion and equality through fairness and

transparency

▪Better serving diverse markets and clients

ANNUAL MEETING MATTERS

	8	2023 PROXY STATEMENT

▪Investing in the well-being of communities

▪Our 10 commitments, which include providing DEI

specific training and providing access to capital for

historically underserved groups

We made measurable progress in 2022 with the addition

of diverse candidates in leadership roles, the launch of

new Associate Resource Groups, greater use of metrics to

gauge our progress and the release of a new Corporate

Diversity Statement.

We remain committed to creating a more equitable

society, and that starts with our associates, our clients,

and the communities we serve. We do this by elevating

equity, providing capital and counsel, and committing to

excellence in everything we do. The full Board oversees

the company’s DEI strategy and receives periodic reports

from management on our DEI efforts. 

At December 31, 2022, First Horizon had:

▪7,542 associates, or 7,397 full-time-equivalent and

144 part-time-equivalent associates, not including

contract labor for certain services:

◦68% white, 19% African American, 9% Hispanic,

3% Asian, and 1% other races or ethnicities

◦63% female and 37% male

◦3% have disabilities

•1,209 corporate managers:

◦78% white, 12% African American, 7% Hispanic,

2% Asian, and 1% other races or ethnicities

◦54% female and 46% male

◦1% have disabilities

•27 members of the Operating Committee (composed

of senior leaders from across the organization):

◦78% white, 19% African American, 0% Hispanic,

4% Asian, and 0% other races or ethnicities

◦48% female and 52% male

Our Awards

First Horizon strives to strengthen the lives of our associates, clients and communities. We’re honored by the recognition

awarded us for our efforts. We are especially proud of the praise we have received for our community service, diversity,

equity and inclusion efforts, and family-friendly work environment. Here are some of the honors we've received in the past

two years:

America's Best Banks List Best-In-State Employers Best Employers for Women Forbes Magazine	Top 100 Banks in the U.S. GOBanking Rates
	Corporate Equality Index Human Rights Campaign
Most Powerful Women in Banking Top Team American Banker
	100 Best Adoption-Friendly Workplaces in America Dave Thomas Foundation for Adoption
DEI Leadership Award for Market Outreach Strategies Mortgage Bankers Associates
	Bloomberg Gender Equality Index Bloomberg
Best Companies for Multicultural Women Working Mother Magazine

GOVERNANCE & CULTURE

	9	2023 PROXY STATEMENT

Environmental, Social & Governance Matters

As the world continues to change and our company grows,

the role we play in supporting sustainable economic

growth and societal progress remains critically important.

We continue to enhance our ESG strategy, as described in

the chart on the following pages.  We recognize that

reporting transparently on ESG performance and progress

is integral to creating confidence for our stakeholders. Our

primary ESG goals are to continue to improve what we

already do well and enhance other areas in line with

industry expectations to create long-term value.

ESG Progress and Opportunities

Recent Progress	Opportunities in Progress and on the Horizon
Governance
Strategy. Developed focus areas aligned with ESG strategy and pillars.	Measurement. Focus on qualitative and quantitative measurements to monitor ESG progress. Implementation.  Continue to engage with advisors, working group and task forces to operationalize solutions. Risk management. Incorporate climate risk throughout our risk management processes and policies.
Responsibility. •Provided regular updates on ESG to the Nominating & Corporate Governance Committee. •Incorporated climate risk into statement of risk appetite and provided regular updates on climate-related risks and opportunities to the Risk Committee. •Delegated management responsibility to an ESG Officer. •Operationalized ESG priorities through efforts of ESG Officer, Corporate Social Responsibility working group and CSR task forces. •Retained two ESG advisors, including a climate scientist, to help guide our strategy.
Environmental
Roadmap. Followed our roadmap and framework to achieve sustainability goals.	GHG Emissions • Continue to monitor and calculate our Scope 1 and 2 emissions and set reduction targets. •  Focus on understanding and measuring the Scope 3 emissions specific to our financed portfolio, and evaluate various methodologies, including the one developed by the Partnership for Carbon Accounting Financials (PCAF). Environmental initiatives •  Continue to work with environmental task force, corporate properties and procurement to assess cost save opportunities and identify measures to improve the resource efficiency of our footprint and activities.  •  Focus on community restoration, achieved through nature-based projects and strategic relationships.
Accomplishments •Calculated and reported Scope 1 &2 location-based GHG emissions using 2019 as baseline year. •  Conducted monthly environmental task force meetings. •  Conducted initial loan portfolio analysis looking at physical and transition risks and opportunities. •  Conducted internal natural hazard risk review of real estate secured collateral in commercial portfolio using FEMA’s risk index. •  Piloted an environmental risk tabletop exercise with key leaders across the organization. •  Reduced and eliminated certain products internally for more responsible resource use. •  Supported environmental, community and nature-based projects, including a Blue Carbon database.

GOVERNANCE & CULTURE

	10	2023 PROXY STATEMENT

Recent Progress	Opportunities in Progress and on the Horizon
Social
DEI •Expanded DEI team. •Launched enterprise-wide DEI Council. •Committed to the CEO Action for Diversity & InclusionTM. •Launched three new Associate Resource Groups (ARGs): Asian Pacific WAVE, Create and Inspire, and Neurological Diversity Awareness; launched two new chapters of the Women's Initiative ARG in Louisiana and Florida. •Launched Elevating Equity campaign and associate learning series to familiarize associates with DEI concepts. •Established new reporting procedures to help proactively identify and recruit diverse talent. •Between October 2021 and October 2022, the number of associates who identify as having a disability increased by 41%. •Created a recruitment guide on how to source, screen, and interview qualified candidates from diverse or underrepresented backgrounds.  CRA •Received an overall rating of "Satisfactory" during our most recent CRA performance evaluation, with the lending and service tests rated "High Satisfactory" and the investment test rated "Outstanding."  •Continued to support financial literacy through Operation HOPE, Junior Achievement, and other programs. •2022 CRA service hours totaled nearly 13,000.                                                                                                                                                                                                                                                                                                             Wellness & Benefits. Continued to provide tools, resources and support to promote associates’ financial, emotional and physical well-being.	Culture. Continue to work toward infusing DEI into our programs and activities, internally and externally. Talent. Focus on increasing underrepresented talent in key business units and leadership roles. CRA. Work to expand access to housing for LMI individuals, support economic development and community revitalization in LMI communities, and improve financial capability and stability in LMI communities.
Engagement and Disclosure
Associate Engagement.  Developed associate education and engagement practices around ESG. CSR/ESG Impact Report •Further enhanced transparency of ESG reporting by aligning with SASB and TCFD frameworks. •Published comprehensive report enhancing qualitative and quantitative metrics. •Communicated focus areas and progress. •    Expanded Governance and Risk Management section. •    Included strategy and metrics and targets in environmental section. •    Disclosed loan portfolio analysis on climate risk exposure.	Materiality assessment.  Intend to conduct ESG materiality assessment with our stakeholders to help us prioritize time and resources. SASB/TCFD.  Continue to enhance and update disclosure aligned with SASB and TCFD frameworks. ESG Ratings. Continue to review and update rating organizations' data in order to improve scores further.

Corporate Governance

First Horizon is dedicated to operating in accordance with

sound corporate governance principles. We believe that

these principles not only form the basis for our reputation

of integrity in the marketplace but also are essential to our

efficiency and overall success. Some of our corporate

governance principles, policies and practices are

highlighted below.

Key Corporate Governance Documents

Our Board has adopted the following key corporate

governance documents. All of these are available, along

with several other governance documents, such as our

compensation recovery policy, stock ownership

guidelines, and committee charters, on our website at

https://ir.firsthorizon.com (click on “Investor Relations,”

then “Corporate Governance,” and then “Governance

Documents”). Paper copies are also available to

shareholders upon request to the Corporate Secretary.

Corporate Governance Guidelines. The Guidelines

provide our directors with guidance as to their legal

GOVERNANCE & CULTURE

	11	2023 PROXY STATEMENT

accountabilities, promote the functioning of the Board

and its committees, and establish a common set of

expectations as to how the Board should perform its

functions.

Code of Business Conduct and Ethics.  This code sets forth

the overarching principles that guide the conduct of every

aspect of our business. Any waiver of the Code of Business

Conduct and Ethics for an executive officer or director

must be promptly disclosed to shareholders in any

manner that is acceptable under the NYSE listing

standards, including but not limited to distribution of a

press release, disclosure on our website, or disclosure on

Form 8-K.

Code of Ethics for Senior Financial Officers. This code

promotes honest and ethical conduct, proper disclosure of

financial information and compliance with applicable

governmental laws, rules and regulations by our senior

financial officers and other associates who have financial

responsibilities. We intend to satisfy our disclosure

obligations under Item 5.05 of Form 8-K related to

amendments or waivers of the Code of Ethics for Senior

Financial Officers by posting such information on our

website.

Compliance and Ethics Program Policy.  We have also

adopted a Compliance and Ethics Program Policy, which

highlights our commitment to having an effective

compliance and ethics program by exercising due diligence

to prevent and detect criminal conduct and otherwise by

promoting an organizational culture that encourages

ethical conduct and a commitment to compliance with the

law.

Related Party Transaction Procedures

The Audit Committee of the Board has adopted

procedures for the approval, monitoring, and ratification

of transactions between First Horizon, on the one hand,

and our directors, executive officers or 5% shareholders,

their immediate family members, their affiliated entities

and their immediate family members’ affiliated entities,

on the other hand. A copy of our procedures is available

on our website at https://ir.firsthorizon.com (click on

“Investor Relations,” then “Corporate Governance,” and

then “Governance Documents”). Our procedures require

management to submit any proposed “related party

transaction” (defined as a transaction that is required to

be disclosed in our proxy statement pursuant to the

requirements of Item 404(a) of Regulation S-K

promulgated by the SEC) or amendment to an existing

related party transaction to the Audit Committee for

approval or ratification. In some cases, the matter may be

determined by the chair of the Audit Committee. In

considering whether to approve a given transaction, the

Audit Committee (or chair) must consider:

•whether the terms of the related party transaction

are fair to First Horizon and at least as favorable as

would apply if the other party was not, or did not

have an affiliation with, a director or executive officer

of First Horizon;

•whether First Horizon is currently engaged in other

related party transactions with the related party at

issue or other related parties of the same director or

executive officer; whether there are demonstrable

business reasons for First Horizon to enter into the

related party transaction; whether the related party

transaction would impair the independence of a

director; and

•whether the related party transaction would present

an improper conflict of interest for any director or

executive officer of First Horizon, taking into account

the size of the transaction, the overall financial

position of the director or executive officer, the direct

or indirect nature of the interest of the director or

executive officer in the transaction, the ongoing

nature of any proposed relationship, and any other

factors the Audit Committee deems relevant.

Transactions with Related Persons

First Horizon, the Bank and the subsidiaries of each, as

applicable, have entered into lending transactions and/or

other banking or financial services transactions in the

ordinary course of business with our executive officers,

directors, nominees, their immediate family members and

affiliated entities, and the persons of which we are aware

that beneficially own more than five percent of our

common stock, and we expect to have such transactions

in the future. Such transactions were made in the ordinary

course of business, were made on substantially the same

terms, including interest rates and collateral, as those

prevailing at the time for comparable transactions with

persons not related to the company, and did not involve

more than the normal risk of collectability or present

other unfavorable features. We note that as a perquisite

we offer all associates discounts on certain financial

services (for example, no-fee domestic wire transfers).

These discounts are available to our executive officers

except in relation to credit extended at the time an

executive officer is serving as such.

GOVERNANCE & CULTURE

	12	2023 PROXY STATEMENT

Board Matters

In accordance with our Bylaws, First Horizon is managed

under the direction of and all corporate powers are

exercised by or under the authority of our Board of

Directors. Our Board of Directors currently has 14

members. All of our directors are also directors of First

Horizon Bank (the “Bank”). The Bank is our principal

operating subsidiary.

Independence & Categorical Standards

Independence

Our common stock is listed on the New York Stock

Exchange. The NYSE listing standards require a majority of

our directors and all of the members of the Audit,

Compensation, and Nominating & Corporate Governance

Committees of the Board of Directors to be independent

as defined in the listing standards. Under these standards,

our Board of Directors is required to determine

affirmatively that a director has no material relationship

with the company for that director to qualify as

independent. In order to assist in making independence

determinations, the Board, upon the recommendation of

the Nominating & Corporate Governance Committee, has

adopted the categorical standards set forth below. In

making its independence determinations, each of the

Board and the Nominating & Corporate Governance

Committee considered the relationships between each

director and the company, including those that fall within

the categorical standards. In addition, the NYSE listing

standards require that the Board specifically consider

certain factors in determining the independence of any

director who will serve on the Compensation Committee.

These factors are described under the heading The

Compensation Committee—In General below in this proxy

statement. Our Board specifically considered such factors

in making the independence determinations for all of our

directors, including those who serve on the Compensation

Committee. Based on its review and the application of the

categorical standards, the Board, upon the

recommendation of the Nominating & Corporate

Governance Committee, determined that all 13 of our

current non-employee directors (Messrs. Barton,  Casbon,

Compton, Fenstermaker, Kemp, Maples, Reed, Shea and

Taylor and Mses. Davidson, Palmer, Stewart, and

Sugrañes) are independent under the NYSE listing

standards, and two of our former non-employee directors

who served during part or all of 2022 (Kenneth A. Burdick

and Rajesh Subramaniam) were independent under the

NYSE listing standards during the time that they served.

Mr. Jordan, as our current Chairman of the Board,

President and Chief Executive Officer, is not independent,

and Daryl G. Byrd, as our former Executive Chairman of

the Board (who stepped down as Executive Chairman and

a director on July 1, 2022), was not independent.  With

respect to Mr. Taylor, note that he was employed by First

Horizon until November 2019 pursuant to an employment

agreement entered into in connection with First Horizon’s

merger with Capital Bank Financial Corp.  During his

employment and for three years after it ended, he could

not be determined to be independent due to the “bright

line” prohibition in Section 303A.02(b)(i) of the NYSE

listing standards.  In January 2023, after more than three

years had passed since the end of his employment with

First Horizon as required by Section 303A.02(b)(i), he was

determined to be independent by First Horizon’s Board. 

The categorical standards established by the Board are set

forth below and are also available on our website at

https://ir.firsthorizon.com (click on “Investor Relations,”

then “Corporate Governance,” and then “Governance

Documents”).

Director Transactions by Category or Type

With respect to each director who is identified above as

independent under the NYSE listing standards, the Board

considered the following types or categories of

transactions, relationships or arrangements in

determining the director’s independence under the NYSE

standards and our categorical standards.

•Provision by the company, in the ordinary course of

business and on substantially the same terms and

conditions as those prevailing at the time for

comparable transactions with non-affiliated persons,

of the following banking and financial services and

services incidental thereto to directors, their

immediate family members and/or to entities with

which directors or their immediate family members

are affiliated: deposit accounts (all independent

directors except Mr. Burdick and Ms. Stewart);

treasury management products (Messrs. Compton

and Subramaniam); loans (including mortgage loans

and loans secured by obligations of a director-

affiliated entity), letters of credit, guaranties, credit

cards and/or other lines of credit (Messrs. Barton,

BOARD MATTERS

	13	2023 PROXY STATEMENT

Fenstermaker, Kemp, Maples, Reed, Shea, and

Subramaniam and Mmes. Davidson and Sugrañes);

investment banking (Mr. Subramaniam); broker/

dealer services (Messrs. Fenstermaker and Reed);

financial planning/family office services (Mr. Reed);

trust services (Messrs. Fenstermaker and Shea and

Ms. Sugrañes); insurance brokerage (Mr. Reed); safe

deposit boxes (Mr. Compton); purchasing card

services (Mr. Fenstermaker) and currency exchange

(Mr. Compton).

•Provision by an entity affiliated with a director or his

or her immediate family member, in the ordinary

course of business and on substantially the same

terms and conditions as those prevailing at the time

for comparable transactions with non-affiliated

persons, of the following products and services to the

company: package delivery and print services (Mr.

Subramaniam); event supply rentals (Mr. Shea); hotel

lodging for business travel by associates of the

company (Mr. Reed); venues for business

development and for holding seminars and other

corporate functions (Mr. Reed); restaurant meals for

business purposes (Mr. Reed); and title insurance and

related loan services (Mr. Casbon).

•Charitable contributions by the company, the First

Horizon Foundation or the Louisiana First Horizon

Foundation to charitable organizations with which a

director or immediate family member is affiliated

(Mses. Davidson and Palmer and Messrs. Barton,

Burdick, Compton, Fenstermaker and Kemp).

Categorical Standards

Each of the following relationships between the

Corporation (as defined below) and its subsidiaries, on the

one hand, and a director, an immediate family member of

a director, or a company or other entity as to which the

director or an immediate family member is a director,

executive officer, employee or shareholder (or holds a

similar position), on the other hand, will be deemed to be

immaterial and therefore will not preclude a

determination by the Board of Directors that the director

is independent for purposes of the NYSE listing standards:

1.Depository and other banking and financial services

relationships (excluding extensions of credit which

are covered in paragraph 2), including transfer

agent, registrar, indenture trustee, other trust and

fiduciary services, personal banking, capital markets,

investment banking, equity research, asset

management, investment management, custodian,

securities brokerage, financial planning, cash

management, insurance brokerage, broker/ dealer,

express processing, merchant processing, bill

payment processing, check clearing, credit card and

other similar services, provided that the relationship

is in the ordinary course of business and on

substantially the same terms and conditions as those

prevailing at the time for comparable transactions

with non-affiliated persons.

2.An extension of credit, provided that, at the time of

the initial approval of the extension of credit as to

(1), (2) and (3), (1) such extension of credit was in

the ordinary course of business, (2) such extension

of credit was made in compliance with applicable

law, including Regulation O of the Federal Reserve,

Section 23A and 23B of the Federal Reserve Act and

Section 13(k) of the Securities and Exchange Act of

1934, (3) such extension of credit was on

substantially the same terms as those prevailing at

the time for comparable transactions with non-

affiliated persons, and (4) the extension of credit has

not been placed on non-accrual status.

3.Contributions (other than mandatory matching

contributions) made by the Corporation or any of its

subsidiaries or First Horizon Foundation [including

the Louisiana First Horizon Foundation] to a

charitable organization as to which the director is an

executive officer, director, or trustee or holds a

similar position or as to which an immediate family

member of the director is an executive officer;

provided that the amount of the contributions to the

charitable organization in a fiscal year does not

exceed the greater of $500,000 or 2% of the

charitable organization’s consolidated gross revenue

(based on the charitable organization’s latest

available income statement).

4.Vendor or other business relationships (excluding

banking and financial services relationships and

extensions of credit covered by paragraph 1 or 2

above), provided that the relationship is in the

ordinary course of business and on substantially the

same terms and conditions as those prevailing at the

time for comparable transactions with non-affiliated

persons.

5.All compensation and benefits provided to non-

employee directors for service as a director.

6.All compensation and benefits provided in the

ordinary course of business to an immediate family

member of a director for services to the Corporation

or any of its subsidiaries as long as such immediate

family member is compensated comparably to

similarly situated associates and is not an executive

BOARD MATTERS

	14	2023 PROXY STATEMENT

officer of the Corporation or based on salary and

bonus within the top 1,000 most highly

compensated associates of the Corporation.

Excluded from relationships considered by the Board is

any relationship (except contributions included in

category 3) between the Corporation and its subsidiaries,

on the one hand, and a company or other entity as to

which the director or an immediate family member is a

director or, in the case of an immediate family member,

an employee (but not an executive officer or significant

shareholder), on the other hand.

The fact that a particular relationship or transaction is not

addressed by these standards or exceeds the thresholds in

these standards does not create a presumption that the

director is or is not independent.

The following definitions apply to the categorical

standards listed above:

“Corporation” means First Horizon Corporation and its

consolidated subsidiaries.

“Executive Officer” means an entity’s president, principal

financial officer, principal accounting officer (or, if there is

no such accounting officer, the controller), any vice

president of the entity in charge of a principal business

unit, division or function, any other officer who performs a

policy-making function, or any other person who performs

similar policy-making functions for the entity.

“Immediate family members” of a director means the

director’s spouse, parents, children, siblings, mother-in-

law, father-in-law, sons-in-law, daughters-in-law,

brothers-in-law, sisters-in-law and anyone (other than

domestic employees) who shares the director’s home.

“Significant shareholder” means a passive investor

[meaning a person who is not in control of the entity] who

beneficially owns more than 10% of the outstanding

equity, partnership or membership interests of an entity.

“Beneficial ownership” will be determined in accordance

with Rule 13d-3 of the Securities Exchange Act of 1934.

Board Structure & Role in Risk Oversight

Evolution of Leadership Structure

First Horizon’s Board leadership structure has evolved

significantly over the years. Prior to 2007, the Chairman of

the Board and Chief Executive Officer roles were held by

the same individual (except for two transition periods

relating to CEO succession). In 2007, the Board made

certain governance changes in order to facilitate the

implementation of strategic changes it was then initiating,

including the appointment of a new CEO and of a separate

individual as the Chairman of the Board. In 2012, the

Board elected Mr. Jordan, who had become our President

and CEO in 2008, as Chairman of the Board as well.

In accordance with the Agreement and Plan of Merger

with IBKC entered into as of November 3, 2019 in

connection with the merger of equals as well as the terms

of his agreement with the company,  Daryl G. Byrd

became Executive Chairman of the Board of First Horizon

and the Bank (an executive officer position) upon the

closing of the merger of equals, with Mr. Jordan

continuing in the roles of President and CEO.  Finally,

pursuant to the terms of the merger agreement with IBKC

and his agreement with the company, Mr. Byrd stepped

down as Executive Chairman and a director of First

Horizon and the Bank on July 1, 2022, and Mr. Jordan

again took on the role of Chairman of the Board while

continuing as President and CEO as well. 

Current Leadership Structure

Chairman of the Board, President and CEO

Under First Horizon’s current Bylaws, the Chairman of the

Board presides at all meetings of the shareholders and of

the Board (except, with respect to meetings of the Board,

as the Board may otherwise determine) and has the

powers and performs the duties as are normally incident

to the position and as may be assigned by the Board. The

Chief Executive Officer is responsible for carrying out the

orders of and the resolutions and policies adopted by the

Board, has general management of the business of the

company and exercises general supervision over all of its

affairs, and has the powers and performs the duties as are

normally incident to the position and as may be assigned

by the Board.

Lead Director

In accordance with the merger agreement with IBKC and

First Horizon’s Bylaws, from the closing of the merger of

equals until Mr. Jordan succeeded Mr. Byrd as Chairman

of the Board of First Horizon and the Bank, the Lead

Director of the Board of First Horizon and the Bank was

Mr. Reed, an independent director chosen by the

continuing First Horizon directors from among the

continuing First Horizon directors. The Bylaws also provide

BOARD MATTERS

	15	2023 PROXY STATEMENT

that after Mr. Jordan's succession to the position of

Chairman of the Board and until the third anniversary of

the closing date, the Lead Director would be an

independent director chosen by the majority of the

continuing IBKC directors from among the continuing IBKC

directors.  However, in light of the pending acquisition of

the company by TD, the Board amended the Bylaws to

provide that notwithstanding the foregoing, the Board, by

the affirmative vote of at least 75% of the entire Board,

could select any independent director as Lead Director. 

Pursuant to this provision, the Board chose to have Mr.

Reed continue as Lead Director, and he is currently serving

in that role. 

Mr. Reed is independent under the listing standards of the

NYSE. His responsibilities as Lead Director include, among

other things, supporting the Chairman of the Board in

developing (in conjunction with the Corporate Secretary)

the agenda for each Board meeting and in defining the

scope, quality, quantity and timeliness of the flow of

information between management and the Board;

presiding (or, if he cannot be in attendance, designating

another independent director to preside) at executive

sessions of the Board; taking any actions he deems

necessary or appropriate in connection with the Board

and committee self-evaluation process (including

contacting each director individually to obtain additional

input on Board and committee effectiveness, if he deems

appropriate); receiving reports from directors who have

concerns about another director’s performance pursuant

to our process for individual director performance

evaluations; and receiving communications from

shareholders pursuant to our process for communications

with the Board.

Reasons for Current Leadership Structure

We believe that our current board leadership structure,

with a combined CEO and Chairman position and with a

separate Lead Director who is independent under the

NYSE listing standards and has the principal duties

specified in the Corporate Governance Guidelines, is most

appropriate for our company at this time. We believe that

combining the roles of CEO and Chairman facilitates our

prudent management of the company. Holding both roles

best positions Mr. Jordan as CEO and Chairman to be

aware of major issues facing the company on a day-to-day

and long-term basis and to identify key risks and

developments facing the company that should be brought

to the Board’s attention. The combined role also provides

a single point of leadership for the company so that the

company maintains a unified message and strategic

direction.

The combined CEO/Chairman position is counterbalanced

by our strong Lead Director position, currently held by Mr.

Reed. The Lead Director, who has the responsibilities

described above, provides an independent voice on issues

facing the company and ensures that key issues are

brought to the Board’s attention. The Board and its

committees also regularly hold executive sessions with no

members of management present, thereby providing an

opportunity for the independent directors to discuss their

views freely; the executive sessions of the Board are

generally presided over by the Lead Director (or his

designee, if he cannot attend). All four regular meetings of

the Board in 2022 concluded with such an executive

session. The Board itself has a high degree of

independence, with 13 of the 14 directors qualifying as

independent under the NYSE listing standards. In addition,

the Board values the fresh perspectives brought by new

directors: eight of our 14 directors joined our Board within

the last five years.

We recognize that different board leadership structures

may be appropriate for First Horizon at different times

and in different situations. As part of our Board self-

evaluation process, the Board annually evaluates the

company’s leadership structure to ensure that it remains

the most appropriate one for the company. As stated in

our Corporate Governance Guidelines, the Board is free to

select its Chairman and First Horizon’s Chief Executive

Officer in the manner it considers in the best interests of

the company at any given point in time. The Board has

separated the roles of Chairman and CEO in the past and

will consider doing so in the future should circumstances

arise that make such separation appropriate.

Board Role in Risk Oversight

As stated in our Corporate Governance Guidelines,

oversight of risk management is central to the role of the

Board. Our Board provides continuous oversight of overall

risks, with emphasis on strategic risks and those related to

reputation and corporate social responsibility. The Board

reviews and approves our risk appetite statement, which

defines the outside limit of risk that First Horizon is willing

to assume in executing our business strategy through the

business cycle, on an annual basis. Our risk management

processes are reflected in a Board policy on risk

management governance and in the Board risk appetite

statement. The policy delegates primary responsibility for

enterprise risk management oversight (including oversight

of information security risk) to the Risk Committee. The

role of that Committee, as well as that of the Audit,

Compensation and Nominating & Corporate Governance

Committees, is outlined below. Each of these committees

and the full Board receive regular reports from

management regarding the company’s risks, and each

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committee reports regularly to the full Board concerning

risk.

Risk Committee. In July 2022, the Executive & Risk

Committee, which was formerly charged with oversight of

risk management for the company, was bifurcated into

two separate committees, an Executive Committee and a

Risk Committee.  The Board adopted a charter for the Risk

Committee providing that the Committee shall have, as its

sole and exclusive function, responsibility for the risk

management policies of the company's global operations

and oversight of the operation of the company's global

risk management framework.  The charter authorizes and

directs the Committee to assist the Board in its oversight

of (i) the establishment and operation of our enterprise

risk management framework, including policies and

procedures establishing risk management governance, risk

management procedures, risk control infrastructure, and

processes and systems for implementing and monitoring

compliance with the framework with respect to the

management of reputational, credit, market, operational,

compliance, legal, liquidity, and capital risks, including

emerging risks, (ii) the adoption, implementation and

periodic review of significant risk management and

compliance policies and (iii) our risk appetite statement. In

fulfilling its risk responsibilities, the Board delegated the

following duties to the Committee: to review periodically

and recommend to the Board the risk appetite parameters

to be employed by management in operating the

company; to receive information on our business

practices, policies and procedures related to the risks

listed above; to monitor results to ensure alignment with

First Horizon’s risk appetite; to review periodic risk and

compliance reports from the Chief Risk Officer and the

Chief Credit Officer, including reports on major risk

exposures and steps taken to monitor, mitigate and

control such exposures, and reports from the Chief Risk

Officer on risk management deficiencies and emerging

risks; to review periodically with management regulatory

correspondence and actions; to review and approve First

Horizon’s stress testing program and results; and to

establish (or recommend to the Board the establishment

of) risk management and compliance policies and

periodically review such policies, as appropriate. The

reports from the Chief Risk Officer referred to above take

place on a quarterly basis and include information on

information security (including cybersecurity) risk and the

steps taken to monitor, mitigate and control it. The

Committee’s charter specifically states that the

Committee may meet separately in executive session with

the Chief Risk Officer as often as the Committee deems

necessary or appropriate.  The charter provides that the

Chief Risk Officer reports directly to the Committee and

the Chief Executive Officer.

In connection with its credit risk responsibilities, the

Committee oversees First Horizon’s independent Credit

Assurance Services department. The Committee charter

requires the Committee to advise the Chief Audit

Executive (who has responsibility for the Credit Assurance

Services department) that he or she is expected to provide

the Committee summaries of and, as appropriate,

significant reports to management prepared by the Credit

Assurance Services department and management’s

responses thereto; to approve the department’s Annual

Review Plan and schedule of activities; to meet quarterly

with the Chief Audit Executive in separate executive

session to discuss any matters that the Committee or the

Chief Audit Executive believes should be discussed

privately; and to review the annual Credit Assurance

Services department Statement of Independence.

Federal Reserve regulations require banking organizations

with assets greater than $50 billion to establish an

independent risk committee of the board of directors that

has, as its sole and exclusive function, responsibility for

the risk management policies of the organization’s global

operations and oversight of the organization’s risk

management framework. The regulations also specify that

the organization must have a risk committee that is

chaired by a director who is independent as defined in the

regulations and that has at least one member with

“experience in identifying, assessing and managing risk

exposures of large, complex firms.” The Risk Committee

complies in all respects  with the requirements outlined

above.

Audit Committee. In accordance with the NYSE listing

standards and its charter, the Audit Committee receives

reports from the Chief Audit Executive regarding risk

governance, risk assessment and risk management, the

adequacy of the company’s policies and compliance with

legal and regulatory requirements. These include reports

from the IT Audit area on the company’s information

security, including risk assessment and planning relating to

cybersecurity, network security and physical security.

Pursuant to its charter, the Audit Committee also reviews

associate complaints or material reports or inquiries

received from regulators or government agencies and

management’s responses; meets periodically with the

company’s Chief Risk Officer to discuss any risk and

compliance matters that may have a material effect on

the company’s financial statements or internal controls;

discusses any significant compliance issues raised in

reports or inquiries received from regulators or

government agencies; reviews periodic reports regarding

the Compliance and Ethics Program on the effectiveness

of that program; and discusses with the General Counsel

pending and threatened claims that may have a material

impact on the financial statements.

Compensation Committee. The Compensation Committee

is responsible for compensation-related risks. The charter

of the Committee requires the Committee to oversee our

compliance with all applicable laws and regulations

relating to (i) appropriate management of the risks

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	17	2023 PROXY STATEMENT

associated with incentive compensation programs or

arrangements or (ii) public, regulatory, or other reporting

associated with such risks, programs or arrangements.

Additional information about the Committee’s role in risk

management is included under the heading Compensation

Risk within The Compensation Committee, which begins

on page 21.

Nominating & Corporate Governance Committee. The

Nominating & Corporate Governance Committee is

responsible for overseeing risks relating to the company’s

governance structure and Board succession, as well as

those relating to the company's management of and

commitment to ESG matters and ESG reporting.

Board Committees

Committee Charters & Composition

The Board has six standing committees: the Audit

Committee, the Compensation Committee, the Executive

Committee, the Information Technology Committee, the

Nominating & Corporate Governance Committee and the

Risk Committee. Until July 2022, the Executive Committee

and the Risk Committee operated as a single committee,

the Executive & Risk Committee.  This committee was

bifurcated into two committees in July 2022 in order to

comply with Federal Reserve regulations requiring banking

organizations with assets greater than $50 billion to

establish an independent risk committee that has, as its

sole and exclusive function, responsibility for the risk

management policies of the organization’s global

operations and oversight of the organization’s risk

management framework.The charter of each of these six

standing committees is currently available on our website

at https://ir.firsthorizon.com (click on “Investor

Relations,” then “Corporate Governance,” and then

“Governance Documents”). Paper copies are available to

shareholders upon request to the Corporate Secretary.

The Audit, Compensation, and Nominating & Corporate

Governance Committees are each composed of directors

who are independent, as defined above under the heading

Independence & Categorical Standards beginning on page

13. The chair of the Risk Committee is also independent,

as defined by the Federal Reserve regulations that govern

risk committees. The current membership of each of the

Board’s standing committees is set forth in the table

below. Membership and chairmanship continued during

the entire period from January 1, 2022 through the filing

of this proxy statement unless otherwise indicated in

notes following the table.

In accordance with the merger agreement entered into in

connection with the merger of equals of First Horizon and

IBKC, First Horizon’s Bylaws provide that, for a period of

three years following the closing of the merger, each

committee of the Board will, to the fullest extent

practicable, have at least five members, and each such

committee will, to the extent reasonably practicable, have

one more continuing First Horizon director than

continuing IBKC director. The merger agreement with IBKC

also provides that, for a period of three years following

the closing of the merger, the chair of the Compensation

Committee shall be a director selected from among the

continuing IBKC directors by majority vote of the

continuing IBKC directors, and the chair of the Executive &

Risk Committee shall be selected as follows: until the

second anniversary of the closing of the merger, the chair

of the Executive & Risk Committee shall be a director

selected from among the continuing IBKC directors by a

majority vote of the continuing IBKC directors, and

thereafter shall be a director selected from among the

continuing First Horizon directors by a majority vote of the

continuing First Horizon directors.  The Bylaws also

provide that notwithstanding the foregoing, the Board, by

the affirmative vote of at least 75% of the entire Board of

Directors, may select any director as the Chair of the

Executive & Risk Committee (or, commencing July 26,

2022, select any director as the Chair of the Executive

Committee and any director as the Chair of the Risk

Committee).  Pursuant to this last provision, given the

pendency of the TD acquisition the Board chose to have

Mr. Fenstermaker continue as Chair of the Executive

Committee and Chair of the Risk Committee, and he is

currently serving in those roles. 

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2022 Committees of the Board

AUDIT	COMPENSATION	EXECUTIVE	INFORMATION TECHNOLOGY	NOMINATING & CORPORATE GOVERNANCE	RISK
Mr. Barton	Mr. Casbon	Mr. Casbon	Mr. Barton	Mr. Compton (chair)	Mr. Casbon
Ms. Davidson	Mr. Maples (chair)	Mr. Compton	Ms. Davidson	Mr. Fenstermaker	Mr. Compton
Mr. Kemp	Ms. Palmer	Mr. Fenstermaker (chair)	Mr. Kemp	Mr. Kemp	Mr. Fenstermaker (chair)
Ms. Palmer (chair)	Mr. Reed	Mr. Jordan	Ms. Stewart (chair)	Mr. Shea	Mr. Jordan
Ms. Stewart	Mr. Shea	Mr. Maples	Ms. Sugrañes		Mr. Maples
Ms. Sugrañes		Ms. Palmer			Ms. Palmer
		Mr. Reed			Mr. Reed
		Mr. Taylor			Mr. Taylor

The Executive Committee and the Risk Committee operated as a single committee, the Executive & Risk Committee, until it was bifurcated into two

committees on July 26, 2022 as described above.  The membership and chairmanship of the Executive & Risk Committee was identical to the

current membership and chairmanship of the Executive Committee and Risk Committee as set forth above, except that Daryl G. Byrd also served on

the Executive & Risk Committee from January 1, 2022  until he stepped down as a director on July 1, 2022.  Kenneth A. Burdick also served as a

member of the Audit, Compensation and Nominating & Corporate Governance Committees from January 1, 2022 until he stepped down as a

director effective January 1, 2023.  Rajesh Subramaniam also served as a member of the Nominating & Corporate Governance and Information

Technology Committees from January 1, 2022 until he stepped down as a director effective August 10, 2022.

Audit Committee

Overview 

The Audit Committee was established by our Board of

Directors and operates under a written charter that was

last amended in 2020 to make minor updates. In 2022, the

Committee met 12 times for the principal purpose of

executing its responsibilities under the Committee’s

charter. Seven of those meetings concluded with an

executive session during which management was not

present.

Subject to the limitations and provisions of its charter, the

Committee assists our Board in its oversight of our

accounting and financial reporting principles and policies,

internal controls and procedures, the integrity of our

financial statements, our compliance with legal and

regulatory requirements, the independent auditor’s

qualifications and independence, and the performance of

the independent auditor and our internal audit function.

The Committee is directly responsible for the appointment

(subject, if applicable, to shareholder ratification),

retention, compensation and termination of the

independent auditor as well as for overseeing the work of

and evaluating the independent auditor and its

independence. The members of the Committee are

themselves independent, as that term is defined in the

NYSE listing standards (described above), and meet the

additional independence requirements prescribed by

Section 10A(m)(3) of the Securities Exchange Act of 1934,

as amended, and the rules of the SEC promulgated

thereunder. In addition, the Board of Directors has

determined that all the members of the Committee are

financially literate as required by the NYSE listing

standards. The Audit Committee’s Report is included

below.

Audit Committee Financial Experts 

Mr. Barton. The Board of Directors has determined that

Harry V. Barton, Jr. (member of the Audit Committee) is

an audit committee financial expert, as that term is

defined in Item 407(d)(5) of SEC Regulation S-K. Prior to

joining First Horizon’s Board in 2020, Mr. Barton had

served as a director of IBKC since 1993. He was a member

of IBKC’s audit committee from 2000 to 2020 and chaired

the committee from 2005 to 2020, and IBKC’s board

determined that Mr. Barton was an audit committee

financial expert. IBKC’s financial statements were

generally comparable to First Horizon’s in the breadth and

complexity of the issues that they raised. Mr. Barton has

been a practicing certified public accountant since 1984,

for most of that time as the owner of his own accounting

firm. In order to maintain his license as a practicing CPA,

he has obtained the continuing education required for

accountants every year. His broad professional experience

as a practicing certified public accountant and his service

on IBKC’s audit committee allowed him to gain an

understanding of generally accepted accounting principles

and financial statements, the ability to assess the general

application of accounting principles in connection with the

accounting for estimates, accruals and reserves,

experience evaluating financial statements that present a

breadth and level of complexity of accounting issues that

are generally comparable to the breadth and complexity

of issues that can reasonably be expected to be raised by

First Horizon’s financial statements, an understanding of

internal control over financial reporting, and an

understanding of audit committee functions.

Ms. Palmer. The Board of Directors has determined that

Vicki R. Palmer (chair of the Audit Committee) is an audit

committee financial expert, as that term is defined in Item

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	19	2023 PROXY STATEMENT

407(d)(5) of SEC Regulation S-K. After receiving her B.A. in

economics and business administration from Rhodes

College and her M.B.A. in finance from The University of

Memphis, Ms. Palmer was employed as a commercial loan

officer with the Bank, where she was trained in and

worked daily in evaluating financial statements of

corporate clients in connection with their credit

applications. In 1978, she joined Federal Express

Corporation as Manager of Corporate Finance, and her

major areas of responsibility included debt financing, cash

management and pension asset management. Ms. Palmer

joined The Coca-Cola Company in 1983 as Manager of

Pension Investments, thus becoming responsible for the

company’s worldwide pension assets. Upon moving to

Coca-Cola Enterprises, Inc. (“CCE”) in 1986, she was

involved at the inception of the company with the

evaluation of company-wide financial results and the

establishment of internal controls. Until 2004, Ms. Palmer

served as Senior Vice President, Treasurer and Special

Assistant to the CEO. In this position, she was responsible

for management of CCE’s $12 billion multi-currency debt

portfolio; its $2.5 billion pension plan and 401(k) plan

investments; currency management; global cash

management; and commercial and investment banking

relationships. In 2004, she became Executive Vice

President, Financial Services and Administration,

responsible for overseeing treasury, pension and

retirement benefits, asset management, internal audit and

risk management. In this position she was a member of

CCE’s Risk Committee, which was charged with

establishing policy and internal controls for hedging and

financial and non-financial derivatives. In addition, she

served on CCE’s Senior Executive Committee and had

oversight responsibility for CCE’s enterprise-wide risk

assessment process. Ms. Palmer also served for over ten

years on CCE’s Financial Reporting Committee, which

reviewed the company’s financial statements and dealt

periodically with accounting issues, and in her most recent

position with CCE she supervised the treasurer who served

on this committee. Ms. Palmer retired as a CCE officer in

2009. She is currently the President of The Palmer Group,

LLC, a general consulting firm. She was a member of our

Audit Committee from 1995 to 1999 (chairing the

Committee from 1996 to 1999), and she again served as

chair from 2003 to 2014. She returned to the Committee

once again as chair in 2020. She is also a member of the

audit committee of another public company, Haverty

Furniture Companies Inc.; the board of Haverty has

determined that she is an audit committee financial

expert.

Mr. Barton and Ms. Palmer meet in all respects the

independence requirements of the NYSE and Section

10A(m)(3) of the Securities Exchange Act of 1934, as

amended, and the rules of the SEC promulgated

thereunder.

Notwithstanding anything to the contrary set forth in any of

our previous filings under the Securities Act of 1933, as

amended, or the Securities Exchange Act of 1934, as

amended, that might incorporate future filings by reference,

including this proxy statement, in whole or in part, the

following Audit Committee Report and the statements

regarding members of the Committee who are not

independent (if any) shall not be incorporated by reference

into any such filings.

Audit Committee Report

The roles of the Audit Committee (“Committee”) are (1) to

assist First Horizon’s Board of Directors in its oversight of

(a) the company’s accounting and financial reporting

principles and policies and internal controls and

procedures, (b) the integrity of its financial statements, (c)

its compliance with legal and regulatory requirements, (d)

the independent auditor’s qualifications and

independence, and (e) the performance of the

independent auditor and internal audit function; and (2)

to prepare this report to be included in First Horizon’s

annual proxy statement pursuant to the proxy rules of the

SEC. The Committee operates pursuant to a charter that

was last amended and restated by the Board in 2020. As

set forth in the Committee’s charter, management of First

Horizon is responsible for preparation, presentation and

integrity of the company’s financial statements and for

maintaining appropriate accounting and financial

reporting principles and policies and internal controls and

procedures to provide for compliance with accounting

standards and applicable laws and regulations, and the

internal auditor is responsible for testing such internal

controls and procedures. The independent auditor is

responsible for planning and carrying out audits of First

Horizon’s annual financial statements and effectiveness of

internal control over financial reporting, reviews of First

Horizon’s quarterly financial statements prior to the filing

of each quarterly report on Form 10-Q and certain other

procedures.

In the performance of its oversight function, the

Committee has considered and discussed the audited

financial statements with management and the

independent auditors. The Committee has discussed with

the Chief Executive Officer and Chief Financial Officer their

respective certifications that were included in First

Horizon’s Annual Report on Form 10-K for the year ended

December 31, 2022. The Committee has also discussed

with the independent auditors the matters required to be

discussed by Auditing Standard No. 1301,

Communications with Audit Committees, issued by the

Public Company Accounting Oversight Board (formerly the

Statement on Auditing Standards No. 61, as amended

(AICPA, Professional Standards, Vol. 1. AU Section 380), as

adopted by the Public Company Accounting Oversight

Board in Rule 3200T). Finally, the Committee has received

the written disclosures and the letter (or other written

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	20	2023 PROXY STATEMENT

communication) from the independent auditors required

by applicable requirements of the Public Company

Accounting Oversight Board regarding the independent

accountant’s communications with the audit committee

concerning independence, has adopted an audit and non-

audit services pre-approval policy and considered whether

the provision of non-audit services by the independent

auditors to First Horizon is compatible with maintaining

the auditor’s independence and has discussed with the

auditors the auditors’ independence. At each of its regular

quarterly meetings, the Committee is scheduled to meet,

in separate executive sessions with no members of

management present, with both the independent auditors

and the internal auditor to discuss any matters that the

Committee in its discretion deems appropriate.

While the Board of Directors has determined that each

member of the Audit Committee has the broad level of

general financial experience required to serve on the

Committee and that Mr. Barton and Ms. Palmer are audit

committee financial experts as that term is defined in Item

407(d)(5) of Regulation S-K, none of the members of the

Committee is performing the functions of auditors or

accountants with respect to the company, nor is any of

them an expert in respect of auditor independence.

Members of the Committee rely without independent

verification on the information provided to them and on

the representations made by management and the

independent auditors.  Accordingly, the Committee’s

oversight does not provide an independent basis upon

which to determine that management has maintained

appropriate accounting and financial reporting principles

or appropriate internal controls and procedures designed

to assure compliance with accounting standards and

applicable laws and regulations. Furthermore, the

Committee’s considerations and discussions referred to

above do not assure that the audit of First Horizon’s

financial statements has been carried out in accordance

with generally accepted auditing standards, that the

financial statements are presented in accordance with

generally accepted accounting principles or that First

Horizon’s auditors are in fact “independent.”

Based upon the reports and discussions described in this

report, and subject to the limitations on the role and

responsibilities of the Committee referred to above and in

the Committee’s charter, the Committee recommended to

the Board of Directors that the audited financial

statements be included in our Annual Report on Form 10-

K for the year ended December 31, 2022 filed with the

SEC.

Submitted by the Audit Committee of our Board of

Directors.

Audit Committee

Vicki R. Palmer, Chair

Harry V. Barton, Jr.

Wendy P. Davidson

J. Michael Kemp, Sr.

Cecelia D. Stewart

Rosa Sugrañes

Compensation Committee

In General

The purposes of the Compensation Committee are (1) to

discharge the Board’s responsibilities relating to the

compensation of our executive officers and members of

the CEO’s executive management committee, (2) to

produce an annual report on executive compensation for

inclusion in our proxy statement, in accordance with the

rules and regulations of the SEC [the current report is set

forth below], (3) to identify and recommend to the Board

individuals for appointment as officers, (4) to evaluate our

management, and (5) to carry out certain other duties as

set forth in the Committee’s charter.  The Compensation

Committee operates under a written charter that was last

amended and restated by the Board of Directors in 2020.

All directors who served on the Committee during any

portion of 2022, including all current Committee

members, are independent as that term is defined in the

NYSE listing standards (described above) and meet the

additional independence requirements that specifically

apply to Compensation Committee members as set forth

in the listing standards (as prescribed by Section 10C of

the Securities Exchange Act of 1934, as amended, and the

rules of the SEC promulgated thereunder). In affirmatively

determining the independence of all of the current

directors (other than Mr. Jordan), including those who

serve on the Committee (as well as any director who

served on the Board during any portion of 2022), the

Board has considered all factors specifically relevant to

determining whether any of those directors has a

relationship to the company which is material to that

director’s ability to be independent from management in

connection with the duties of a Committee member,

including, but not limited to, the source of compensation

of such director, including any consulting, advisory or

other compensatory fee paid by the company to such

director, and whether such director is affiliated with First

Horizon, a subsidiary of First Horizon, or an affiliate of a

subsidiary of First Horizon.

Most of our executive compensation plans specify that

they will be administered by a committee. The

Committee’s charter provides that the Committee will

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	21	2023 PROXY STATEMENT

administer plan-committee functions under our various

executive-level compensation plans. Under the charter, at

least two members of the Committee must be “outside

directors” for purposes of Section 162(m) of the Internal

Revenue Code of 1986, as amended, and at least two

members of the Committee must be “non-employee

directors” for purposes of Section 16 of the Securities

Exchange Act of 1934. Many of our plans have similar

provisions concerning their respective plan committees.

The charter stipulates that if a Committee member is

disqualified under one or the other of those tests, then

that member must recuse him- or herself from

participating in decisions impacted by the relevant test. In

that situation, the remaining members would constitute

the Committee for that action. On occasion, in connection

with a specific action, a Committee member may feel that

his or her qualification under one of those tests may be in

doubt for some reason; in that case, the member may

elect recusal to avoid any risk of possible disqualification.

Processes & Procedures Regarding Executive &

Director Compensation

The Committee’s Authority

The charter of the Compensation Committee provides that

the Committee has the authority to review and approve

corporate goals and objectives relevant to the

compensation of the CEO, to evaluate the performance of

the CEO in light of those goals and objectives, to set the

CEO’s compensation level based on this evaluation, and to

fix the compensation, including bonus and other

compensation and any severance or similar termination

payments, of executive officers and members of the CEO’s

executive management committee. The Committee also

has the authority, pursuant to its charter, to make

recommendations to the Board concerning the adoption

or amendment of employee benefit plans, management

compensation plans, incentive compensation plans and

equity-based plans, including plans applicable to executive

officers, and to make recommendations to the Board

concerning director compensation. The charter also

provides that the Committee will oversee the company’s

compliance with all applicable laws, regulations and listing

standards relating to (1) appropriate management of the

risks associated with incentive compensation programs or

arrangements, (2) the compensation of the company’s

executive officers and (3) any reporting associated with

either of the above or with the compensation of any other

associates or directors. The Committee may not delegate

any of the substantive authority described in this

paragraph related to executive and director compensation

to any other persons. In 2022, the Committee met six

times for the principal purpose of executing its

responsibilities under the Committee’s charter; five of the

meetings included an executive session during which

management was not present.  The Committee also took

action by written consent three times during 2022.

Director Compensation

The Committee periodically conducts a review of our

director compensation program. The last comprehensive

review took place in 2019. During each comprehensive

review, the design and amount of director compensation

is considered by management, and any changes are

recommended to the Committee, either as a short list of

alternatives or as single-item recommendations. In

general, management uses a consultant in formulating

many of its recommendations, both for advice in designing

director compensation and as a source of peer-company

data. (Additional information on the use of consultants in

compensation matters is provided below.) Management

also prepares various presentations, analyses, and other

tools for the Committee to use in considering director

compensation decisions. A complete description of our

current director compensation program can be found

under the heading Director Compensation beginning on

page 28 of this proxy statement.

Executive Compensation

The Committee determines the CEO’s salary and bonus in

executive session independent of management, generally

on an annual basis. That determination is based on a

review of the CEO’s personal plan results for the prior

year, along with peer CEO salary data provided by

management’s compensation consultant as well as input

from the Committee’s independent compensation

consultant. The CEO participates in establishing his

personal plan, but otherwise is not involved in the

determination of his own salary.

Our CEO recommends to the Committee salary levels for

the executive officers other than himself as well as for

members of the CEO’s executive management committee.

Other compensation matters (bonus, equity awards, etc.)

involving these officers are reviewed by management,

including the CEO, which then makes recommendations to

the Committee, either as a short list of alternatives or as

single-item recommendations. Management uses

consultants in formulating certain of its

recommendations, both for advice and as a source of

peer-company data. Management also prepares various

presentations, analyses, forecasts, and other tools for the

Committee to use in considering compensation decisions

during the year. The Committee’s independent consultant

reviews all major proposals and makes recommendations

to the Committee.

Benefit Programs and Plans

Management monitors and considers benefit programs

used by other companies, or needed within our company,

to attract and retain key associates. Recommendations are

presented by management to the Committee for review

and discussion. The CEO ultimately oversees these

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	22	2023 PROXY STATEMENT

management processes. New benefit plans, or significant

amendments to existing plans, typically are considered by

the full Board based on recommendations from the

Committee. Enrollment and other administrative actions

associated with the benefit plans are handled mainly

through third party vendors in accordance with the terms

in the Board-approved plans. If executive-level exceptions

are required for administration of the plans, such as

approval of an early retirement, management generally

reviews the facts of the situation and provides a

recommendation to the Committee for approval.

Use of Consultants

Management uses national compensation consulting firms

to provide advice with respect to executive and director

compensation matters. Management also uses a number

of other specialist firms to provide data relevant to

specific needs such as funding for nonqualified deferred

compensation and any special compensation

arrangements that are unique to specific business units.

The consultants provide competitive data/trends, keep

management informed of best practices and work with

management to develop programs that permit the

company to attract and retain the talent needed.  In

addition, management engages nationally-recognized law

firms as appropriate to provide advice on compliance with

new laws, administration of stock plans, and

compensation-related agreements and arrangements.

In 2022, the Compensation Committee continued its

engagement of Meridian Compensation Partners, LLC

(“Meridian”) to provide it with independent analysis and

advice on executive compensation-related matters.

Among other things, Meridian assists the Committee in its

reviews of compensation program actions recommended

by management, reviewing the chosen peer group and

survey data for competitive comparisons and advising the

Committee on best practices and ideas for board

governance of executive compensation. The Committee

specifically directed Meridian to undertake no work on

behalf of management, and the firm has no other

relationships with the company or management.

The NYSE listing standards require that all compensation

consultants, legal counsel or other advisers to the

Committee (which we collectively refer to as “advisers”)

undergo an assessment of independence from

management. The Committee must consider all factors

relevant to each adviser’s independence from

management, including the following:

•the provision of other services to the company by the

person that employs the adviser;

•the amount of fees received from the company by the

person that employs the adviser, as a percentage of

the total revenue of the person that employs the

adviser;

•the policies and procedures of the person that

employs the adviser that are designed to prevent

conflicts of interest;

•any business or personal relationship of the adviser

with a member of the Committee;

•any stock of the company owned by the adviser; and

•any business or personal relationship of the adviser or

the person employing the adviser with an executive

officer of the company.

The Committee has assessed the independence of

Meridian and all other advisers to the Committee as

required by the NYSE listing standards, considering the

factors described above, and has determined that

Meridian (and the individual advisers that Meridian

employs with respect to the engagement by the company)

is independent of management. The Committee has also

considered the factors listed above for determining

whether the work performed by Meridian has raised any

conflict of interest and has concluded that no such conflict

of interest exists.

Compensation Risk

Management and the Committee seek to balance several

competing corporate goals: to motivate associates to

achieve key goals through appropriate risk-taking; to avoid

incenting inappropriate risk-taking and to reinforce risk

management practices; to promote retention in the face

of efforts by competitors to hire away our talent; and to

comply with regulatory standards concerning

compensation and risk management. At least once each

year the Committee meets with management to review

and assess risks associated with incentive and other

compensation plans.

As part of the 2022 review, management conducted a risk

and culture assessment of the top three tiers of

management. This “tone from the top” assessment

evaluated leadership performance and behaviors against

risk management expectations. The results of this

assessment, which management judged to be satisfactory,

were reported to the Committee in late 2022.

Other risk management features employed in various

performance and retention incentives include a qualitative

risk assessment used in annual personal plan

performance, which can directly impact annual bonus and

salary decisions; use of a mandatory deferral feature for

many incentives; forfeiture of equity awards for

termination for cause and certain misconduct; clawback of

previously-paid awards for certain types of misconduct;

and corrective clawback for incentive awards if payment is

based on erroneous data.

BOARD MATTERS

	23	2023 PROXY STATEMENT

Compensation Committee Report

Notwithstanding anything to the contrary set forth in any

of our previous filings under the Securities Act of 1933, as

amended, or the Securities Exchange Act of 1934, as

amended, that might incorporate future filings by

reference, including this proxy statement, in whole or in

part, the following Compensation Committee Report shall

not be incorporated by reference into any such filings.

The Compensation Committee of our Board of Directors

has reviewed and discussed with management, among

other things, the section of this proxy statement

captioned Compensation Discussion & Analysis beginning

on page 49. Based on that review and discussion, the

Compensation Committee recommended to our Board

that the Compensation Discussion & Analysis section be

included in this proxy statement.

Compensation Committee

Rick E. Maples, Chair

John N. Casbon

Vicki R. Palmer

Colin V. Reed

E. Stewart Shea III

Executive Committee

The Executive Committee was established by our Board of

Directors and operates under a written charter. The

charter was last amended and restated in 2022, when the

Executive & Risk Committee was bifurcated into two

separate committees, an Executive Committee and a Risk

Committee, in order to comply with Federal Reserve

regulations requiring us to establish an independent risk

committee.  During 2022, the Committee met eight times,

five times as the Executive & Risk Committee and three

times as a separate Executive Committee.

The Committee is authorized and empowered to exercise

during the intervals between meetings of the Board all

authority of the Board, except as prohibited by applicable

law and provided that it may not approve (1) the

acquisition of control of any bank; (2) other acquisitions,

divestitures or the entry into definitive agreements (not in

the ordinary course of business) where the purchase or

sale price or transaction amount exceeds $150 million, or

as to which the total assets being acquired are more than

$2 billion, or (3) FDIC-assisted transactions where the total

assets being offered by the FDIC exceed $2 billion. Also, no

authority has been delegated to the Committee in its

charter to approve any acquisition involving the issuance

of our stock.

Information Technology Committee

The Information Technology Committee was established

in 2015 and operates under a written charter that was last

amended in 2021 to provide, in keeping with the

Committee's actual practice, that the Committee generally

meets four times yearly (and must meet at least twice

yearly). The purposes of the Committee are (1) to assist

management in its understanding of information

technology trends, its development and maintenance of

an information technology strategy, and its management

of major information technology investments, and (2) to

assist the Board in its oversight of information technology

matters.

The Committee met four times in 2022 for the principal

purpose of executing its responsibilities under its charter.

Nominating & Corporate Governance Committee

In General

The Nominating & Corporate Governance Committee

operates under a written charter that was last amended in

2021 to (1) add as a duty of the Committee oversight of

the company’s management of and commitment to ESG

matters and ESG reporting and (2) to provide, in keeping

with the Committee's actual practice, that the Committee

generally meets four times yearly (and must meet at least

twice yearly). The purposes of the Nominating &

Corporate Governance Committee are (1) to identify and

recommend to the Board individuals for nomination as

members of the Board and its committees, (2) to develop

and recommend to the Board a set of corporate

governance principles applicable to the company, (3) to

oversee the evaluation of the Board and management,

and (4) to perform such other duties and responsibilities

as set forth herein.  The Committee met four times in

2022 for the principal purpose of executing its

responsibilities under its charter.

In the past, the Committee has from time to time retained

a director search firm to assist it in assessing Board

competencies and identifying potential director

candidates.

BOARD MATTERS

	24	2023 PROXY STATEMENT

Director Nominations and Qualifications;

Consideration of Diversity

With respect to the nominating process, the Nominating &

Corporate Governance Committee discusses and

evaluates possible candidates in detail and suggests

individuals whose potential membership on the Board

could be explored in greater depth. The Committee, with

input from the Chairman of the Board, Chief Executive

Officer and the Lead Director, recommends new nominees

for the position of independent director based on the

following criteria:

•Personal qualities and characteristics, experience,

accomplishments and reputation in the business

community.

•Current knowledge and contacts in the communities

in which the company does business and in the

company’s industry or other industries relevant to the

company’s business.

•Diversity of viewpoints, background, experience and

other demographics.

•Ability and willingness to commit adequate time to

Board and committee matters.

•The fit of the individual’s skills and personality with

those of other directors and potential directors in

building a Board that is effective and responsive to its

duties and responsibilities.

The Nominating & Corporate Governance Committee does

not set specific, minimum qualifications that nominees

must meet in order for the Committee to recommend

them to the Board of Directors, but rather believes that

each nominee should be evaluated based on his or her

individual merits, taking into account the needs of the

company and the composition of the Board of Directors.

As described above and set forth in our Corporate

Governance Guidelines, diversity, broadly defined to mean

diversity of viewpoints, background, experience and other

demographics, is one criterion on which the Committee

bases its recommendations of new nominees for director

positions. The inclusion of diversity in the listed criteria for

director nominees reflects the Board’s belief that diversity

is important to the effective functioning of the Board. This

belief is expressed in the fact that when the Committee

has engaged a director search firm in the past, that firm

was instructed to consider diversity as a factor in seeking

director candidates, and the Committee defined the

success of the search process to include the presentation

of a diverse slate of candidates. More generally, our

Human Rights Statement and Board-adopted Code of

Business Conduct and Ethics reflect First Horizon’s firm

commitment to non-discrimination and equal opportunity

for associates, clients and suppliers and to treatment of

everyone without discrimination or harassment based on

race, color, religion, sex, sexual orientation, gender

identity, national origin, age, veteran status or disability.

However, neither the Committee nor the Board has a

formal policy with regard to the consideration of diversity

in identifying director nominees.

Once a candidate is identified whom the Committee wants

seriously to consider and move toward nomination, the

Chairman, CEO and/or other directors as the Committee

determines will enter into a discussion with that

candidate.

Shareholder Recommendations and Nominations

Committee Consideration of Shareholder

Recommendations of Nominees

The Nominating & Corporate Governance Committee will

consider individuals recommended by shareholders as

director nominees and will give any such individual

appropriate consideration in the same manner as

individuals recommended by the Committee, a director or

executive officer, or a director search firm.

Shareholders who wish to submit individuals for

consideration by the Nominating & Corporate Governance

Committee as director nominees may do so by submitting,

in compliance with the procedures and along with the

other information required by our Bylaws (as described

below), a notice in writing that gives such individuals’

names to the Corporate Secretary. A shareholder’s notice

must state:

•The name, age, business address and residence

address of the person whom the shareholder

recommends; the principal occupation or

employment of such person; the class and number of

shares of First Horizon that are beneficially owned (as

defined in the Bylaws) by such person on the date of

the notice;

•any other information relating to such person that is

required to be disclosed in solicitations of proxies for

election of directors or is otherwise required, in each

case pursuant to Regulation 14A under the Securities

Exchange Act of 1934, as amended (including, without

limitation, such person’s written consent to being

named in the proxy statement as a nominee and to

serving as a director if elected);

•The name and address, as they appear on our books,

of the shareholder giving the notice and any other

shareholders known by such shareholder to be

supporting the proposed nominee;

•The class and number of shares of our stock which are

beneficially owned (as defined in the Bylaws) by the

shareholder giving the notice on the date of the

notice and by any other shareholders known by the

shareholder giving the notice to be supporting the

BOARD MATTERS

	25	2023 PROXY STATEMENT

proposed nominee on the date of such shareholder’s

notice; and

•Such other information as the company may

reasonably require to determine the eligibility of the

proposed nominee to serve as an independent

director of the company and to comply with

applicable law.

Director Nominations for Inclusion in our Proxy

Statement (Proxy Access)

First Horizon has adopted a proxy access bylaw that allows

a shareholder or group of up to 20 shareholders that has

held at least 3% of our common stock for at least three

years to nominate up to the greater of two directors or

20% of the Board and have those nominees appear in our

proxy statement, subject to notice, eligibility and other

specific requirements in our Bylaws. Any shareholder

considering a proxy access nomination should carefully

review our Bylaws, which are available on our website at

https://ir.firsthorizon.com (click on “Investor Relations,”

then “Corporate Governance,” and then “Governance

Documents”). The deadlines for a proxy access nomination

are discussed on page 87 of this proxy statement.

Other Director Nominations to be Brought before the

Annual Meeting

Any shareholder who is entitled to vote in the election of

directors at any meeting of shareholders and who

complies with the procedures described in our Bylaws may

nominate an individual for election to the Board of

Directors. A shareholder who wishes to nominate an

individual in accordance with those procedures must

submit a notice in writing to the Corporate Secretary. The

notice must provide detailed information about the

nominee (including but not limited to information relating

to the nominee that is required to be disclosed in

solicitations of proxies for election of directors or is

otherwise required pursuant to Regulation 14A under the

Securities Exchange Act of 1934, as amended) and about

the shareholder giving the notice, all as described in detail

in the Bylaws. Our Bylaws are available on our website at

https://ir.firsthorizon.com (click on “Investor Relations,”

then “Corporate Governance,” and then “Governance

Documents”). If a shareholder desires to nominate an

individual in accordance with the procedures outlined

above and wants the individual's name to be included on a

universal proxy card, the notice must include, in addition

to the information set forth above, the information

required by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under

the Securities Exchange Act of 1934, as amended.  The

deadlines for submitting notice to the Corporate Secretary

for proposals and nominations for the 2024 Annual

Meeting are available on page 87 of this proxy statement.

Risk Committee

The Executive & Risk Committee was bifurcated into two

separate committees, the Executive Committee and the

Risk Committee, in 2022.  The Risk Committee operates

under a written charter.  In accordance with Federal

Reserve regulations requiring banking organizations with

assets greater than $50 billion to establish an independent

risk committee of the board of directors, it has, as its sole

and exclusive function, responsibility for the risk

management policies of the organization’s global

operations and oversight of the organization’s risk

management framework.  The Board had previously

delegated primary responsibility for enterprise risk

management oversight to the Executive & Risk

Committee. Additional information on the Committee’s

risk-related duties is available under Risk Committee

within the Board Structure & Role in Risk Oversight

section, which begins on page 15 above.  The Committee

met eight times in 2022 for the principal purpose of

executing its responsibilities under its charter, five times

as the Executive & Risk Committee and three times as a

separate Risk Committee.

Compensation Committee Interlocks & Insider Participation

Mr. Burdick (who stepped down as a director on January

1, 2023), Messrs. Casbon, Maples, Reed, and Shea and Ms.

Palmer, all non-employee directors, served as members of

the Board of Director’s Compensation Committee during

2022. No interlocking relationships existed with respect to

any of the members of the Committee.

BOARD MATTERS

	26	2023 PROXY STATEMENT

Director Meeting Attendance

During 2022, the Board of Directors held nine meetings

(three of which took place over a period of two days). The

Audit Committee held twelve meetings, the Compensation

Committee held six meetings and took action by written

consent three times, the Executive Committee held eight

meetings (five as the Executive & Risk Committee and

three as a separate committee), the Information

Technology Committee held four meetings, the

Nominating & Corporate Governance Committee held four

meetings, and the Risk Committee held eight meetings

(five as the Executive & Risk Committee and three as a

separate committee). The average attendance at Board

and committee meetings by our incumbent directors

exceeded 97 percent. No incumbent director attended

fewer than 75 percent of the meetings of the Board and

the committees of the Board on which he or she served

during 2022.  As set forth in our Corporate Governance

Guidelines, we expect our directors to make every effort

to attend every meeting of our shareholders. For the last

10 years, all of our directors have been in attendance at

every annual meeting of shareholders, except for one

director in 2014 and one director in 2022.

Executive Sessions of the Board

To ensure free and open discussion and communication

among the non-management directors of the Board and

its committees, our Corporate Governance Guidelines

provide that the non-management directors will meet in

regularly scheduled executive sessions and as often as the

Board shall request, with no members of management

present, and that if any non-management directors are

not independent under the NYSE listing standards, the

independent, non-management directors will meet in

executive session at least once a year. During 2022, our

non-management directors met four times in executive

session and our independent, non-management directors

met four times in executive session. The Lead Director

presides (or, if he cannot be in attendance, designates

another independent director to preside) at the executive

sessions of the Board.

Communication with the Board

A shareholder who desires to communicate with the

Board of Directors (other than to nominate a director

pursuant to our Bylaws or recommend the nomination of

a director to the Nominating & Corporate Governance

Committee) should submit his or her communication in

writing to the Lead Director, c/o Corporate Secretary, First

Horizon Corporation, 165 Madison Avenue, Memphis,

Tennessee 38103, and identify himself or herself as a

shareholder. The Corporate Secretary will forward all such

communications to the Lead Director for a determination

as to how to proceed. Other interested parties desiring to

communicate with the Board of Directors should submit

their communications in the same manner.

BOARD MATTERS

	27	2023 PROXY STATEMENT

Director Compensation

Directors in 2022

Fourteen directors currently serve on our Board. All

served during all of 2022. One of those, D. Bryan Jordan

(our Chairman and Chief Executive Officer) is an officer

and employee; he is not separately compensated as a

director and is excluded from this Director Compensation

discussion. Our thirteen non-employee directors are:

Table DC.1

Current Non-Employee Directors

Harry V. Barton, Jr.	Wm. H. Fenstermaker	E. Stewart Shea, III
John N. Casbon	J. Michael Kemp, Sr.	Cecelia D. Stewart
John C. Compton	Rick E. Maples	Rosa Sugrañes
Wendy P. Davidson	Vicki R. Palmer	R. Eugene Taylor
	Colin V. Reed

Background information concerning each of our directors

is provided in the discussion captioned Nominees for

Election under vote item 1 beginning on page 34.

Seventeen directors were elected at the 2022 annual

meeting. Three have departed from our Board since then:

Daryl G. Byrd, our former Executive Chairman of the

Board, retired in July in accordance with his employment

agreement; Rajesh Subramaniam departed in August; and

Kenneth A. Burdick departed in January 2023. Messrs.

Subramaniam and Burdick were non-employee directors

during their time of service and are included in much of

this Director Compensation discussion.

Mr. Jordan and Mr. Byrd were paid during 2022 as officers

and otherwise, but were not paid for Board service. No

director program discussed in this Director Compensation

discussion applies to either of them. No other director is

an employee of ours. For information concerning the

compensation of Messrs. Jordan and Byrd, see

Compensation Discussion & Analysis (CD&A), Recent

Compensation, and Post-Employment Compensation

beginning on pages 49, 64, and 72, respectively.

Director Programs

Non-employee director compensation falls into two

categories: base retainer and additional retainers. Base

retainer is paid in two parts: a cash retainer, paid in

quarterly installments; and an RSU retainer, granted in

late April or early May following the annual meeting of

shareholders. Additional cash retainers are paid for

particular assignments, such as lead director or Audit

Committee chair. Each director may elect to be paid

retainer amounts in the form of additional RSUs instead of

cash, granted at the same time as base RSUs. The pay year

for our directors starts April 1 and ends March 31, roughly

synchronous with our annual meeting cycle. Director pay

levels for the 2022-2023 cycle are shown in table DC.2:

Table DC.2

Annual Director Compensation Rates

Item	Ann. Amt.
Base Retainer – cash portion:	$80,000
Base Retainer – RSU portion:	$122,000
Additional Retainers (all cash):
Lead director	$50,000
Chair – Audit	$32,000
Chair – Executive / Risk	$50,000
Chair – other committee	$20,000
Non-Chair Service – Audit	$10,000
Non-Chair Service – Executive / Risk	$10,000

In 2022 the Executive & Risk Committee was split into

separate committees. Directors receive only one

additional retainer for service on both the Executive

Committee and the Risk Committee.

Director pay levels are considered for adjustment every

three years. The last adjustment was in July 2020

following the expansion of the Board to 17 persons after

we closed our merger of equals with IBKC.

Non-employee directors may serve as members of our

Bank’s regional boards and may be paid, as additional

Board compensation, cash attendance fees up to $500 per

regional board meeting. In addition, directors may receive

the following benefits: a personal account executive, a no

fee personal checking account for the director and his or

her spouse, a debit card, a no-fee VISA card, no fee for a

safe deposit box, no fee for traveler’s checks and cashier’s

checks, use of tickets for marketing and other business

events up to $5,000 in value, and, subject to certain

restrictions and limitations, the repurchase of shares of

our common stock under a Board-approved repurchase

program with no fees or commissions. Directors may

participate in a charitable gift matching program up to

$25,000 per year.

Several directors have nonqualified deferred

compensation accounts that earn interest or returns

DIRECTOR COMPENSATION

	28	2023 PROXY STATEMENT

indexed to the performance of certain mutual funds

selected by the director.

Prior to 2006, directors could receive stock options in lieu

of fees under certain deferral plans. Some of those

options remain outstanding.

From 1985 to 1995, directors could defer fees and receive

an accrual of interest at rates ranging from 17-22 percent

annually. Although new deferrals under that old plan have

not been permitted since 1995, interest continues to

accrue on outstanding accounts. The rate is re-set

annually. For many years, the rate has been set at seven

percentage points above a benchmark rate. For the 2021

plan year, the interest rate was 8.20% for Ms. Palmer, who

is the only active participant. For 2022, the rate increased

to 9.07%, corresponding to an increase in the benchmark

rate. The plan continues to promote retention since the

above-market rates of return can be largely forfeited in a

case of early departure from Board service.

Director Compensation Table

Table DC.3 shows compensation earned last year by non-employee directors, whether or not deferred. Directors who were on

our board at any time during 2022 are shown, whether or not they remain on the board currently.

Table DC.3

Director Compensation 2022

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value & Non- qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Mr. Barton	90,000	119,626	—	—	—	25,000	234,626
Mr. Burdick1	67,500	141,683	—	—	—	—	209,183
Mr. Casbon	90,000	119,626	—	—	—	—	209,626
Mr. Compton	—	227,470	—	—	—	—	227,470
Ms. Davidson	—	207,876	—	—	—	18,500	226,376
Mr. Fenstermaker	130,000	119,626	—	—	—	—	249,626
Mr. Kemp	90,000	119,626	—	—	—	—	209,626
Mr. Maples	82,500	119,626	—	—	—	—	202,126
Ms. Palmer	122,000	119,626	—	—	16,495	22,500	280,621
Mr. Reed	105,000	153,932	—	—	—	25,000	283,932
Mr. Shea	80,000	119,626	—	—	—	—	199,626
Ms. Stewart	13,750	227,470	—	—	—	3,500	244,720
Mr. Subramaniam1	10,000	198,068	—	—	—	25,000	233,068
Ms. Sugrañes	90,000	119,626	—	—	—	—	209,626
Mr.  Taylor	90,000	119,626	—	—	—	—	209,626

1 Departed from Board service in 2022 (Mr. Subramaniam) or early 2023 (Mr. Burdick). In accordance with FHN policy, cash compensation was paid

through departure, while RSUs granted in 2022 all forfeited at departure. RSU forfeitures are not reflected in Table DC.3.

Explanations of certain columns follow:

Col (c) Stock Awards. Includes RSUs granted to non-

employee directors during calendar 2022. Amounts shown

are the grant date fair values of awards using the

accounting method applicable to our financial statements.

For additional information about valuation, see the note

for columns (e)-(f) to the Summary Compensation Table;

discussion of that table begins on page 64. Additional

information about outstanding awards appears under the

caption Outstanding Director Equity Awards at Year-End

below.

Col (e) Incentive Plan Compensation. Non-employee

directors do not receive cash incentives.

Col (f) Deferred Compensation. Amount consists of above-

market interest accrued during the year under a plan

discontinued in 1995.

DIRECTOR COMPENSATION

	29	2023 PROXY STATEMENT

Col (g) All Other Compensation. For non-employee

directors, amounts in this column consist of matching

donations to eligible charitable organizations by First

Horizon Foundation and cash attendance fees from

regional board meetings. 

Awards Outstanding at Year-End

All non-employee directors receive annual RSU awards,

and one holds option awards from an old deferral

program, as presented in Table DC.4. All options are

vested. All other awards shown were unvested at year-

end. Awards held by Mr. Jordan and Mr. Byrd are omitted

from the table; see Awards Outstanding at Year-End

beginning on page 69 for additional information for them.

Table DC.4

Outstanding Equity Awards at Year-End 2022 Held by Directors

 

(a)	(b)	(c)	(d)		(e)	(f)
	Stock Options				Restricted Stock or Unit Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($/sh)	Option Expiration Date		Number of Shares or Units of Stock Held that Have Not Vested (#)	Market Value of Shares or Units of Stock that Have Not Vested ($)
Mr. Barton	—	—	—		5,391	132,080
Mr. Burdick1	—	—	—		6,385	156,433
Mr. Casbon	—	—	—		5,391	132,080
Mr. Compton	—	—	—		10,251	251,150
Ms. Davidson	—	—	—		9,368	229,516
Mr. Fenstermaker	—	—	—		5,391	132,080
Mr. Kemp	—	—	—		5,391	132,080
Mr. Maples	—	—	—		5,391	132,080
Ms. Palmer	2,709	24.36	1/2/2023
	1,121	18.28	7/1/2023
	2,028	18.24	1/2/2024		5,391	132,080
Mr. Reed	—	—	—		6,937	169,957
Mr. Shea	—	—	—		5,391	132,080
Ms. Stewart	—	—	—		10,251	251,150
Mr. Subramaniam2	—	—	—		—	—
Ms. Sugrañes	—	—	—		5,391	132,080
Mr.  Taylor	—	—	—		5,391	132,080

1 Departed from Board service in early 2023. In accordance with FHN policy, 6,385 RSUs granted in 2022 forfeited at departure.

2 Departed from Board service in 2022. In accordance with FHN policy, RSUs granted in 2022 forfeited at departure.

Explanations of certain columns follow:

Cols (b)/(c) Stock Options. Stock options include

adjustments for stock dividends distributed from

2008-2011, the cumulative compound rate of which was

20.0380%.

Col (e) RSUs & RS. Awards held by non-employee directors

are RSUs that will vest on April 22, 2023.

Col (f) RSU & RS Values. Values are based on the year-end

market price of our common stock ($24.50/share) with no

discount for the risk that the award might be forfeited or

for the time remaining before vesting. Values shown here

are not based on financial accounting assumptions or

methods.

DIRECTOR COMPENSATION

	30	2023 PROXY STATEMENT

Director Awards Exercised & Vested

Table DC.5 provides information about stock options

exercised during 2022 by our directors as well as RSUs

that vested during 2022. Amounts in columns (c) and (e)

represent the market values of shares on the exercise or

vesting dates. Information for Mr. Jordan and Mr. Byrd is

omitted from this table; see Awards Exercised & Vested

beginning on page 71 for their information. 

Table DC.5

Director Options Exercised & Stock Awards Vested During 2022

(a)	(b)	(c)		(d)	(e)
	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized upon Exercise ($)		Number of Shares Acquired or Units Paid on Vesting (#)	Value Realized upon Vesting ($)
Mr. Barton	—	—		6,576	150,525
Mr. Burdick	—	—		11,428	261,587
Mr. Casbon	—	—		6,576	150,525
Mr. Compton	—	—		12,506	286,262
Ms. Davidson	—	—		11,428	261,587
Mr. Fenstermaker	—	—		6,576	150,525
Mr. Kemp	—	—		6,576	150,525
Mr. Maples	—	—		12,506	286,262
Ms. Palmer	—	—		6,576	150,525
Mr. Reed	—	—		8,463	193,718
Mr. Shea	—	—		6,576	150,525
Ms. Stewart	—	—		7,318	167,509
Mr. Subramaniam	—	—		8,733	199,898
Ms. Sugrañes	—	—		6,576	150,525
Mr.  Taylor	—	—		6,576	150,525

DIRECTOR COMPENSATION

	31	2023 PROXY STATEMENT

Stock Ownership Information

As of December 31, 2022, there were 9,002 shareholders

of record of our common stock. To our knowledge, there

were two persons who owned beneficially, as that term is

defined by Rule 13d-3 of the Securities Exchange Act of

1934, more than five percent (5%) of our common stock as

of December 31, 2022. Certain information concerning

beneficial ownership of our common stock by those

persons as of December 31, 2022 is set forth in the

following table: 

Security Ownership by

Certain Beneficial Owners

Name and Address* of Beneficial Owner	Amount & Nature of Beneficial Ownership	Percent of Class
BlackRock, Inc	75,686,563	14.10%
The Vanguard Group, Inc	53,990,345	10.06%

*Addresses appear in the text below.

BlackRock. The information in the table above with

respect to BlackRock is based on information set forth in

Amendment No. 13 to Schedule 13G, filed with the

Securities and Exchange Commission on January 26, 2023

by BlackRock, Inc. on behalf of its subsidiaries BlackRock

Life Limited, Aperio Group, LLC,  BlackRock Advisors, LLC, 

BlackRock (Netherlands) B.V.,  BlackRock Fund Advisors,

BlackRock Institutional Trust Company, National

Association,  BlackRock Asset Management Ireland

Limited, BlackRock Financial Management, Inc., BlackRock

Japan Co., Ltd.,  BlackRock Asset Management Schweiz

AG, BlackRock Investment Management, LLC, BlackRock

Investment Management (UK) Limited, BlackRock Asset

Management Canada Limited, BlackRock Asset

Management Deutschland AG, BlackRock (Luxembourg)

S.A., BlackRock Investment Management (Australia)

Limited, BlackRock Advisors (UK) Limited, BlackRock Asset

Management North Asia Limited, BlackRock (Singapore)

Limited, BlackRock Fund Managers Ltd, 55 East 52nd

Street, New York, NY 10055. According to this amendment

to Schedule 13G, BlackRock has sole voting power with

respect to 72,924,322 shares of our common stock and

sole dispositive power with respect to 75,686,563 shares

of our common stock.

Vanguard. The information in the table above with

respect to The Vanguard Group, Inc. (“Vanguard”) is based

on information set forth in Amendment No. 12 to

Schedule 13G, filed with the Securities and Exchange

Commission on February 9, 2023 by Vanguard, 100

Vanguard Boulevard, Malvern, Pennsylvania 19355.

According to this Schedule 13G, Vanguard has shared

voting power with respect to 299,387 shares of our

common stock, shared dispositive power with respect to

692,144 shares of our common stock and sole dispositive

power with respect to 53,298,201 shares of our common

stock.

The table below sets forth certain information concerning

beneficial ownership of our common stock by each

director and nominee, each executive officer named in the

Summary Compensation Table, and the directors and

executive officers as a group. The information in the table

is as of December 31, 2022 except as otherwise noted in

the notes to the table.

Security Ownership by

Management

Name of Beneficial Owner	Amount & Nature of Beneficial Ownership(1)		Percent of Class
Harry V. Barton, Jr.	149,949		*
Kenneth A. Burdick	26,188	(5)	*
Daryl G. Byrd	1,573,827	(3)(4)(5)	*
John N. Casbon	101,202		*
John C. Compton	101,483		*
Wendy P. Davidson	22,338		*
Hope Dmuchowski	—	(3)	*
William H. Fenstermaker	351,483		*
D. Bryan Jordan	1,431,331	(3)	*
J. Michael Kemp, Sr.	27,295		*
Tammy S. LoCascio	47,883	(3)	*
Rick E. Maples	70,771		*
Vicki R. Palmer	75,482	(2)	*
David T. Popwell	351,234	(3)	*
Colin V. Reed	132,760		*
Anthony J. Restel	346,838	(3)	*
E. Stewart Shea, III	410,049	(4)	*
Cecelia D. Stewart	36,765		*
Rosa Sugrañes	32,795		*
R. Eugene Taylor	581,375		*
Directors & Executive Officers as a Group (22 persons)(5)	4,860,429	(3)	0.90%

  * No current individual director, nominee or executive officer

beneficially owns more than one percent (1%) of our outstanding

common stock or depositary shares.

(1)The respective directors, nominees and officers have

sole voting and investment powers with respect to all

of such shares except as specified in notes (2) and (3).

(2)Includes the following shares as to which the named

non-employee director has the right to acquire

beneficial ownership through the exercise of stock

STOCK OWNERSHIP INFORMATION

	32	2023 PROXY STATEMENT

options granted under our director plans, all of which

are 100% vested or will have vested within 60 days of

December 31, 2022: Ms. Palmer—5,858.

(3)Includes the following shares of restricted stock with

respect to which the named person or group has sole

voting power but no investment power: Mr. Byrd—

47,421; Ms. Dmuchowski—0; Mr. Jordan—0; Ms.

LoCascio--0; Mr. Popwell—0; Mr. Restel—13,944; and

the director and executive officer group—30,876. 

Includes the following shares as to which the named

person or group has the right to acquire beneficial

ownership through the exercise of stock options

granted under our stock option plans, all of which are

100% vested or will have vested within 60 days of

December 31, 2022: Mr. Byrd—1; Ms. Dmuchowski—

0; Mr. Jordan—518,891; Ms. LoCascio--0; Mr. Popwell

—0; Mr. Restel—8,182; and the director and

executive officer group—606,133. Also includes

shares held at December 31, 2022 in 401(k) Savings

Plan accounts.

(4)Includes 714,361 and 104,000 shares pledged by

Messrs. Byrd and Shea, respectively, on loans from

unaffiliated parties.

(5)  Mr. Burdick stepped down as a director effective

January 1, 2023, and Mr. Byrd stepped down as our

Executive Chairman of the Board effective July 1,

2022. The table above reflects Mr. Byrd's ownership

as of July 1, 2022. The director and executive officer

group does not include either Mr. Burdick or Mr.

Byrd.

No current director or executive officer beneficially owns

any of the perpetual convertible preferred stock, Series G,

issued by First Horizon; any of the depositary shares, each

representing a 1/4000th interest in a share of non-

cumulative perpetual preferred stock, Series E and F,

issued by First Horizon; or any of the depositary shares,

each representing a 1/400th interest in a share of non-

cumulative perpetual preferred stock, Series B, C and D,

respectively, issued by First Horizon, except for Mr. Restel,

who owns 3,050 depositary shares representing interests

in shares of our Series C non-cumulative perpetual

preferred stock.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as

amended, requires our directors and officers to file with

the SEC initial reports of ownership and reports of changes

in ownership of our stock and to furnish us with copies of

all forms filed.

To our knowledge, based solely on a review of the copies

of such reports furnished to us and written

representations that no other reports were required,

during the past fiscal year our officers and directors

complied with all applicable Section 16(a) filing

requirements, except as noted below.

Jeff L. Fleming, our Executive Vice President and Chief

Accounting Officer, inadvertently failed timely to file one

Form 4 in 2020 to report a grant of restricted stock units.

The required form was filed in 2022. The failure to file in a

timely manner did not give rise to liability for short-swing

profits.

Policy on Hedging

First Horizon has a policy that prohibits all “pre-clearance

persons” from engaging in any activity that hedges an

economic interest in First Horizon or Bank stock, unless

approved by the CEO or General Counsel, or a designee, in

accordance with the policy. To date, no such approval has

been granted. For this purpose, a hedge includes any

transaction, position, or financial instrument which offsets

or ameliorates any decrease in the market value of First

Horizon or Bank stock beneficially owned by the pre-

clearance person, including any shares owned directly or

indirectly as well as any unvested, deferred, or otherwise

restricted stock-based awards. “Pre-clearance persons”

consist of all executive officers, all First Horizon and Bank

directors, all members of the CEO’s executive

management committee, and certain additional

associates.

When a person first becomes a pre-clearance person, he

or she is required to inform the General Counsel of all

derivative and short holdings, including any position that

would constitute a hedge, which would violate the policy

or the procedures if undertaken while the person has pre-

clearance person status. Each pre-clearance person

further is required to pre-clear any change in his or her

derivative and short holdings from time to time other than

a change caused by expiration due solely to the passage of

time.

STOCK OWNERSHIP INFORMATION

	33	2023 PROXY STATEMENT

Vote Item 1—Election of Directors

Board Composition & Processes

Overview

In accordance with the merger agreement entered into in

connection with the merger of equals of IBKC and First

Horizon, First Horizon’s Bylaws provide that, for a period

of three years after the closing of the merger in 2020, the

Board will be composed of 17 members, initially consisting

of Mr. Jordan, Mr. Byrd, and a designated number of

continuing First Horizon and IBKC directors.  The Bylaws

also provide that the Board, by the affirmative vote of at

least 75% of the entire Board, may change the number of

directors that will comprise the entire Board of Directors.

Pursuant to these provisions of the Bylaws, the Board of

Directors has set the size of the Board at 14 directors and

is proposing for election our 14 current directors, Messrs.

Barton, Casbon, Compton, Fenstermaker, Jordan, Kemp,

Maples, Reed, Shea,  and Taylor and Mses. Davidson,

Palmer, Stewart, and Sugrañes, at the 2023 annual

meeting, to hold office until the 2024 annual meeting of

shareholders and until their successors are duly elected

and qualified. 

If any nominee proposed by the Board of Directors is

unable to accept election (which the Board of Directors

has no reason to anticipate) the persons named in the

enclosed form of proxy will vote for the election of such

other persons as directed by the Board pursuant to the

Bylaws, unless the Board decides to reduce the number of

directors pursuant to the Bylaws.

Director Resignation and Retirement Policies

Director Resignation Policy

Our Board has adopted a director resignation policy that

requires a director who does not, in an uncontested

election, receive the affirmative vote of a majority of the

votes cast with respect to his or her election to tender his

or her resignation. Under the policy, the Nominating &

Corporate Governance Committee must promptly

consider the resignation tender and a range of possible

responses and make a recommendation to the Board. The

Board will act on the Nominating & Corporate Governance

Committee’s recommendation within 90 days following

certification of the shareholder vote. Thereafter, the

Board will promptly disclose its decision regarding

whether to accept the director’s resignation tender,

including an explanation of the decision (or the reason(s)

for rejecting the resignation offer, if applicable), in a Form

8-K (or other appropriate report) filed with or furnished to

the Securities and Exchange Commission. If any director’s

tender of resignation under the policy is not accepted by

the Board, such director will serve until the next annual

meeting of shareholders and until his or her successor has

been duly elected and qualified. Any director who tenders

his or her resignation pursuant to the director resignation

policy shall not participate in the Nominating & Corporate

Governance Committee recommendation or Board action

regarding whether to accept the tender of resignation. If a

majority of the members of the Nominating & Corporate

Governance Committee did not receive the affirmative

vote of a majority of the votes cast at the same election,

then all the directors who are “independent” under the

listing standards of the New York Stock Exchange and who

received the affirmative vote of a majority of the votes

cast shall appoint a committee amongst themselves to

consider the resignation tenders and recommend to the

Board whether to accept them.  This committee may, but

need not, consist of all of the independent directors who

received the affirmative vote of a majority of the votes

cast. The director resignation policy is contained in our

Corporate Governance Guidelines, which are available on

our website at https://ir.firsthorizon.com (click on

“Investor Relations,” then “Corporate Governance,” and

then “Governance Documents”).

Our Bylaws also provide that any director who has a major

change in his or her principal position (other than by a

promotion) must tender a resignation for consideration by

the Board.  The Board will accept unless it determines that

(i) the director has assumed another position in which he

or she continues to be actively engaged as a business or

professional person, (i) the director is engaged in a specific

project for the Board so as to make his or her resignation

detrimental to First Horizon, or (iii) it is beneficial to the

Board and in the best interests of the company for the

director to continue to serve.

Director Retirement Policy

Under our Bylaws, any non-employee director who

reaches age 72 on or before the last day of his or her term

must retire from the Board of Directors at the expiration

of such term.  Notwithstanding the foregoing, each year

the Board in the exercise of its discretion may waive this

age limit for any director for up to an additional three

terms if it determines such waiver to be beneficial to the

VOTE ITEM 1—ELECTION OF DIRECTORS

	34	2023 PROXY STATEMENT

Board and in the best interests of First Horizon.  Note,

however, that under the merger agreement with IBKC, the

retirement provisions outlined above will not apply to any

of the current director nominees until after the third

anniversary of the merger of equals (July 1, 2023). 

Candidate Nominations Process

The Board and the Nominating & Corporate Governance

Committee regularly assess the composition of the Board

as a whole and the contributions of each director. The

Nominating & Corporate Governance Committee’s charter

assigns to that Committee the duty to identify individuals

believed to be qualified to become Board members and to

recommend to the Board the individuals to stand for

election or reelection as directors. In nominating

candidates, the Committee may take into consideration

such factors as it deems appropriate, including personal

qualities and characteristics, experience, accomplishments

and reputation in the business community; current

knowledge and contacts in the communities in which the

company does business and in the company’s industry or

other industries relevant to the company’s business;

diversity of viewpoints, background, experience and other

demographics; ability and willingness to commit adequate

time to Board and committee matters; and the fit of the

individual’s skills and personality with those of other

directors and potential directors in building a Board that is

effective and responsive to its duties and responsibilities

and the needs of the company.

Assessment of Board Composition

At each of its regularly scheduled meetings, the

Nominating & Corporate Governance Committee reviews

the composition of the Board as a whole, considering the

mix of skills and experience that directors bring to the

Board, and evaluates Board composition in light of the

company’s then-current business needs as well as

applicable legal, regulatory and NYSE requirements.

Among the areas considered by the Committee are each

director’s independence under the NYSE listing standards

and other applicable laws and regulations; experience,

including experience as a public company officer or

director; primary area of business expertise; geographical

markets experience; and projected retirement date. In

accordance with the requirements of Tennessee banking

law and regulations, the Committee also considers the

proportion of directors who reside in states in which the

Bank has a main or branch office (or within 100 miles of

the location of any branch). In light of this review, the

Committee assesses whether the Board has the necessary

tools to perform its oversight functions effectively and

recommends, as appropriate, new nominees for

consideration by the Board. The Board's annual self-

evaluation (described in the next section) includes an

evaluation of whether Board members have an

appropriately broad and diverse range of experience and

whether committee members have the right expertise,

background and skills to be effective and responsive to

their duties and responsibilities as committee members.

Board and Committee Self-Evaluations; Individual Director Evaluations

The Board, with oversight provided by the Nominating &

Corporate Governance Committee, conducts a self-

evaluation at least annually to determine whether it is

functioning effectively. Each committee of the Board,

under the oversight of the Nominating & Corporate

Governance Committee, also conducts a self-evaluation at

least annually and reports the results to the Board. Each

committee’s evaluation must compare the performance of

the committee with the requirements of its written

charter, if any.

The Nominating & Corporate Governance Committee also

conducts annual individual director evaluations. To

facilitate these evaluations, the Board has adopted a

Statement of Expectations of Directors. The Statement of

Expectations contains specific activities and conduct each

director should engage in or adhere to and includes

consideration of each director’s background, expertise

and skills. The Statement of Expectations is provided to

each new director at the time of orientation and to all

directors once a year. Each year, the Nominating &

Corporate Governance Committee conducts evaluations

against the Statement of Expectations of the performance

of each non-employee director who has been serving for

at least six months (as of the time of the evaluations) prior

to determining whether to recommend him or her to the

Board for renomination.

At least every three years (or as otherwise determined by

the Nominating & Corporate Governance Committee), the

company engages a third party to conduct individual

director assessments and to provide advice and reports on

how individual directors and the Board can improve.

These assessments may include both director self-

VOTE ITEM 1—ELECTION OF DIRECTORS

	35	2023 PROXY STATEMENT

assessments and peer assessments.  In the years in which

a third party conducts such assessments, no evaluation of

individual directors against the Statement of Expectations

(as described above) will be conducted unless otherwise

determined by the chair of the Nominating & Corporate

Governance Committee.

Board Experiences, Qualifications, Attributes and Skills

Our Board selected our 14 director nominees based on the

belief that each one brings significant experience and

expertise that will serve First Horizon well. The breadth of

their expertise and their mix of attributes is reflected in

the chart and matrix below. See the matrix for a

description of each of the categories of skills.  Following

the matrix is a biographical summary for each nominee of

the particular experiences, qualifications, attributes or

skills that led the Board to conclude that he or she should

serve as a director of First Horizon, as well as the age,

current principal occupation (which has continued for at

least five years unless otherwise indicated), name and

principal business of the organization in which his or her

occupation is carried on, directorships in other reporting

companies (including those held in the past but not

currently held), and year first elected to our Board. All of

our directors are also directors of the Bank.

Diversity on Our Board

First Horizon values diversity and believes it is important

to the effective functioning of the whole organization,

from the newest associates to the Board of Directors. This

belief is reflected in the diversity of our Board members:

•36% diverse in terms of race, gender or ethnicity

•29% women

•21% ethnically diverse (14% African American, 7%

Hispanic)

•14% both women and ethnically diverse

•33% (two) of the standing Board committees led by

women

Our Board at a Glance*

10 have experience as a CEO/President	7 have finance or accounting experience	5 have experience in the banking/ financial services industry	14 have served as a director or executive officer of another public company	6 have experience in information technology/ cybersecurity matters	6 have experience in digital innovation/ fintech	10 have experience in human capital management
14 have strategic planning/ leadership experience	5 are diverse in terms of race, gender or ethnicity	7 have marketing or retail distribution experience	8 joined the Board within the past 5 years	9 have experience in legal/ regulatory/ ethics/ compliance matters	13 have experience in risk management	6 have experience in environmental matters

*Please see the matrix below for additional information on the scope of each category.

VOTE ITEM 1—ELECTION OF DIRECTORS

	36	2023 PROXY STATEMENT

Director Skills and Characteristics Matrix

Bar- ton

Cas- bon

Comp- ton

David- son

Fen- ster- maker

Jor- dan

Kemp

Map- les

Pal- mer

Reed

Shea

Stew- art

Su- grañ- es

Tay- lor

CEO/President. Experience as CEO, President or similar position at a firm or major operating division.

x

x

x

x

x

x

x

x

x

x

Finance/accounting. Audit company financial expert, CFO, or experience (including oversight experience) in accounting or financial planning and analysis.

x

x

x

x

x

x

X

Banking/financial services industry. Executive experience in banking, investment banking, broker-dealer or insurance.

x

x

x

x

x

Strategic planning/leadership. Experience defining the strategic direction of a business or organization; service in a significant leadership position.

x

x

x

x

x

x

x

x

x

x

x

x

x

x

Public company. Experience as a public company director or executive officer.

x

x

x

x

x

x

x

x

x

x

x

x

x

x

Racial, ethnic or gender diversity. As identified by the director.

x

x

x

x

x

Information technology/ cybersecurity. Experience implementing information technology and cybersecurity systems or managing a business in which such systems play a significant role.

X

x

x

x

x

x

Digital Innovation/Fintech. Experience in the use of technology to facilitate business operations and customer service.

X

X

X

X

X

X

Environmental Matters. Experience understanding, evaluating and managing environmental risks and opportunities.

X

X

X

X

X

X

Human Capital Management. Experience in workforce management, compensation, inclusion and diversity efforts, culture, succession planning and talent management.

X

X

X

X

X

X

X

X

X

X

Risk Management. Experience with understanding and managing risk in a large organization.

X

X

X

X

X

X

X

X

X

X

X

X

X

Legal/regulatory/ethics/compliance matters.  Experience (including oversight experience) managing legal, regulatory, ethical and compliance risks and obligations.

X

X

X

X

X

X

X

X

X

Marketing/retail distribution. Experience in building and maintaining customer relationships.

x

x

x

x

x

x

x

VOTE ITEM 1—ELECTION OF DIRECTORS

	37	2023 PROXY STATEMENT

Nominees for Election

Harry V. Barton, Jr.	Harry V. Barton, Jr. is a certified public accountant, registered investment advisor and an owner of Barton Advisory Services, LLC, Lafayette, Louisiana, an investment advisory firm. Mr. Barton has been a practicing certified public accountant since 1984, for most of that time as the owner of his own accounting firm. He became a director of First Horizon in July 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 1993. Skills and Expertise: •Extensive experience in accounting and tax matters, including audit, review, and compilation of financial statements, the preparation of individual and corporate tax returns, tax planning for business and high net worth clients, and consulting and advising on business mergers and acquisitions •Knowledge of public company audit, risk and compliance matters due to public company board service •Louisiana resident with knowledge of the Louisiana market Prior Public Company Board Service: IBERIABANK Corporation (1993-2020) Non-Profit Board Service: Serves on the board of a non-profit organization
Certified Public Accountant and Owner, Barton Advisory Services, LLC
Independent director since 2020
Age 68
Committees: •Audit •Information Technology
Audit Committee Financial Expert

John N. Casbon	John N. Casbon retired as Executive Vice President of First American Title Insurance Company, New Orleans, Louisiana, a title insurance company and member of The First American Corporation  family of companies, at the end of 2022. He had been associated with First American for over 30 years. Mr. Casbon has also served on the boards of the American Land Title Association, the New Orleans Police Foundation, the LSU Department of Psychiatry Advisory Board, the Louisiana Trooper Foundation, the Business Council of New Orleans and the River Region, the New Orleans/River Region Chamber of Commerce, The New Orleans Advocate newspaper and the Anti-Defamation League. Mr. Casbon became a director of First Horizon in July 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 2001. Skills and Expertise: •Executive experience at a large subsidiary of a public company •Experience in matters affecting public companies, including finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/ cybersecurity, environmental matters, civic affairs, government relations, corporate governance and compliance  and similar matters •Knowledge of public company executive compensation, governance, risk and compliance matters due to public company board service •Louisiana resident with knowledge of the Louisiana market Prior Public Company Board Service: IBERIABANK Corporation (2001-2020) Non-Profit Board Service: Serves on the board of a non-profit organization
Retired Executive Vice President, First American Title Insurance Company
Independent director since 2020
Age 74
Committees: •Compensation •Executive •Risk

VOTE ITEM 1—ELECTION OF DIRECTORS

	38	2023 PROXY STATEMENT

John C. Compton	John C. Compton is a Partner at Clayton, Dubilier & Rice, a New York-based private equity firm. Prior to 2015, he was a private investor and consultant and served as an Operating Advisor to Clayton, Dubilier & Rice. He served as CEO of Pilot Flying J, Knoxville, Tennessee, a national operator of travel centers, until February 2013. Prior to September 2012, he served for twenty-nine years in various senior leadership positions with PepsiCo Inc., a global food, snack and beverage company, including Chief Executive Officer of PepsiCo Americas Foods, President and CEO of Quaker, Tropicana, Gatorade and CEO of PepsiCo North America, culminating in his service as President of PepsiCo. Skills and Expertise: •Leadership experience at a public company •Experience in matters affecting public companies, including finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters •Extensive experience in sales, marketing, operations, digital innovation, environmental matters and general management •Knowledge of public company governance matters due to public company board service •East Tennessee resident with knowledge of the east Tennessee market Prior Public Company Board Service: US Foods Holding Corp. (2015-2018); Pepsi Bottling Group (2008- 2010) Non-Profit Board Service: Serves on the boards of two non-profit organizations
Partner at Clayton, Dubilier & Rice
Independent director since 2011
Age 61
Committees: •Executive •Nominating & Corporate Governance (chair) •Risk

Wendy P. Davidson	Wendy P. Davidson became the President and Chief Executive Officer and a director of The Hain Celestial Group, Inc. (“Hain Celestial”), an organic and natural products company, on January 1, 2023.  Prior to assuming her position with Hain Celestial, she served as the President–Americas for the Performance Nutrition segment of Ireland-based Glanbia plc from November 2020 until December 2022. Ms. Davidson served as President, Away from Home of Kellogg Company from 2013 until 2020. From 2010 to 2013, she served in various senior roles at McCormick & Company, Inc., including as Vice President, Custom Flavor Solutions, U.S. & Latin America, and from 1993 to 2009 she held a variety of executive positions at Tyson Foods, Inc., including Senior Vice President and General Manager – Global Customer and Group Vice President – Foodservice Group, culminating in her service as Senior Vice President and General Manager – Prepared Foods. Skills and Expertise: •  Public company leadership and senior level policy making experience •  Extensive general management experience, including marketing, sales, operations, supply chain,     strategic planning, new market development, disruptive business model innovation, crisis management, digital commerce, brand building and commercial execution •  Experience in finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies •  Knowledge of public company board matters due to public company board service Other Current Public Company Board Service: The Hain Celestial Group, Inc. (since 2023) Non-Profit Board Service: Serves on the boards of several non-profit organizations
President and Chief Executive Officer, The Hain Celestial Group, Inc.
Independent director since 2019
Age 53
Committees: •Audit •Information Technology

VOTE ITEM 1—ELECTION OF DIRECTORS

	39	2023 PROXY STATEMENT

William H. Fenstermaker	William H. Fenstermaker is Chairman and Chief Executive Officer of C.H. Fenstermaker and Associates, LLC, Lafayette, Louisiana, a surveying, mapping, engineering, and environmental consulting company that has been serving the oil and gas industry for over 65 years. He has been employed in this capacity since 1971, is responsible for the financial and operational stability of the company and also serves as Chief Risk Officer. Mr. Fenstermaker became a director of First Horizon in July 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 1990 and was serving as the Chairman of the Board of IBERIA and IBERIABANK at the time of the merger. Skills and Expertise: •Extensive general management experience, including finance, operations,  information technology/ cybersecurity, and risk management and compliance •Expertise in environmental matters, including coastal protection, flood plain management and air permitting •Knowledge of public company executive compensation governance matters due to public company board service •Louisiana resident with knowledge of the Louisiana market Prior Public Company Board Service: IBERIABANK Corporation (1990-2020) Non-Profit Board Service: Serves on the boards of several non-profit organizations
Chairman and Chief Executive Officer, C.H. Fenstermaker and Associates, LLC
Independent director since 2020
Age 74
Committees: •  Executive (chair) •  Nominating & Corporate Governance •  Risk (chair)

D. Bryan Jordan	D. Bryan Jordan has served as President and Chief Executive Officer and a director of First Horizon and the Bank since 2008.  In 2012, he was elected Chairman of the Board of First Horizon and the Bank as well, and he has served in that position since that time (except for a two-year period from July 1, 2020 to July 1, 2022 pursuant to the provisions of the merger agreement with IBKC).  Mr. Jordan was the Chief Financial Officer of First Horizon and the Bank from 2007 to 2008, and prior to that he served in various positions at Regions Financial Corporation and its subsidiary Regions Bank, including (beginning in 2002) as Chief Financial Officer. Prior to 2000, he held various finance and accounting related positions at Wachovia Corporation. Skills and Expertise: •Extensive experience in the banking and financial services industry, including digital innovation/ fintech •Experience in finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies •Knowledge of public company audit and governance matters due to public company board service Other Current Public Company Board Service: AutoZone, Inc. (since 2013) Non-Profit Board Service: Serves on the boards of several non-profit organizations
Chairman of the Board, President and Chief Executive Officer of First Horizon Corporation and First Horizon Bank
Director since 2008
Age 61
Committees: •  Executive •  Risk

VOTE ITEM 1—ELECTION OF DIRECTORS

	40	2023 PROXY STATEMENT

J. Michael Kemp, Sr.	J. Michael Kemp, Sr. is the Founder and CEO of Kemp Management Solutions (“KMS”), a program management and consulting firm based in Birmingham, Alabama. With 30 years in the construction industry, he has managed or built more than $6.8 billion in construction projects. Mr. Kemp founded KMS in January 2011 to provide program management services and consulting on environmental and sustainability matters in the U.S. and Europe to the healthcare, financial, retail, municipal, infrastructure and higher education sectors. Mr. Kemp became a director of First Horizon in July 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 2019. Skills and Expertise: •Extensive general management experience, including finance, operations, information technology/ cybersecurity  and risk management •Expertise in environmental matters gained from management of large environmental-related projects and consulting on environmental/sustainability matters •Knowledge of public company governance matters due to public company  board service •Birmingham resident with knowledge of the Birmingham market Prior Public Company Board Service: IBERIABANK Corporation (2019-2020) Non-Profit Board Service: Serves on the boards of several non-profit organizations
Founder and CEO, Kemp Management Solutions
Independent director since 2020
Age 52
Committees: •Audit •Information Technology •Nominating & Corporate Governance

Rick E. Maples	Rick E. Maples retired after 31 years at Stifel, Nicolaus and Company Incorporated (“Stifel Nicolaus”), in 2015 and served as a Senior Advisor to Stifel Financial Corp. (“Stifel Financial”) from 2016 until 2018. Headquartered in St. Louis, Missouri, Stifel Financial is a diversified financial services holding company which conducts business through several subsidiaries. Its primary broker dealer subsidiary is Stifel Nicolaus, which is a full service brokerage and investment banking firm. Mr. Maples joined Stifel Nicolaus in 1984, and in 1991, he became Head of Investment Banking. With Stifel Financial’s acquisition of Legg Mason Capital Markets in 2005, Mr. Maples became Co-Head of Investment Banking for the combined investment bank. In addition, when in 2013 Stifel Financial acquired Keefe, Bruyette & Woods, Inc. (“KBW”), an investment banking firm specializing in investment banking services for the financial services industry, Mr. Maples was named Executive Vice President and Co-Head of Global Investment Banking of KBW. Mr. Maples became a director of First Horizon in July 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 2016. Skills and Expertise: •Understanding of corporate finance, business value, business risk, digital innovation/fintech and strategic decision-making with a focus on the financial services industry •Experience analyzing various matters, including finance and accounting, securities markets, corporate governance, mergers and acquisitions, and risk assessment, that affect public companies •Knowledge of public company audit, executive compensation, human capital management and governance matters due to public company board service Prior Public Company Board Service: IBERIABANK Corporation (2016-2020)
Retired Co-Head of Investment Banking, Stifel, Nicolaus and Company Incorporated
Independent director since 2020
Age 64
Committees: •  Compensation (chair) •  Executive •  Risk

VOTE ITEM 1—ELECTION OF DIRECTORS

	41	2023 PROXY STATEMENT

Vicki R. Palmer	Vicki R. Palmer is the President of The Palmer Group, LLC, Atlanta, Georgia, a general consulting firm. Between 2004 and 2009, she served as Executive Vice President, Financial Services and Administration, Coca-Cola Enterprises Inc. (“CCE”), Atlanta, Georgia, a bottler of soft drink products. She was responsible for overseeing treasury, pension and retirement benefits, asset management, internal audit and risk management, was a member of CCE’s Risk Committee, served on CCE’s Senior Executive Committee and had oversight responsibility for CCE’s enterprise-wide risk assessment process. Skills and Expertise: •Extensive experience in public company finance, risk management, human capital management (including diversity and inclusion) and general administration •Senior level policy-making experience at a public company •Knowledge of public company audit, executive compensation, human capital management, and governance matters due to public company board service Other Current Public Company Board Service: Haverty Furniture Companies Inc. (since 2001) Non-Profit Board Service: Serves on the boards of several non-profit organizations
President of The Palmer Group, LLC
Independent director since 1993
Age 69
Committees: •  Audit (chair) •  Compensation •  Executive •  Risk
Audit Committee Financial Expert

Colin V. Reed	Colin V. Reed is the Chairman of the Board and Chief Executive Officer of Ryman Hospitality Properties, Inc. (“Ryman”), Nashville, Tennessee, a real estate investment trust. Ryman is the successor by merger to Gaylord Entertainment Company (“Gaylord”), a diversified hospitality and entertainment company whose conversion to a real estate investment trust and subsequent merger into Ryman was led by Mr. Reed. Mr. Reed was elected Chairman of the Board of Gaylord in 2005 and Chief Executive Officer in 2001. Skills and Expertise: •Leadership experience at a public company •Extensive experience in finance and accounting as well as human capital management, mergers and acquisitions, risk management and compliance, environmental matters, information technology/ cybersecurity, digital innovation/fintech, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies •Knowledge of public company matters due to public company board service •Nashville resident with knowledge of the Nashville market Other Current Public Company Board Service: Ryman Hospitality Properties, Inc. (since 2001) Prior Public Company Board Service: Rite Aid Corporation (2003-2005)
Chairman of the Board and Chief Executive Officer of Ryman Hospitality Properties, Inc.
Independent director since 2006 Lead Director
Age 75
Committees: •  Compensation •  Executive •  Risk

VOTE ITEM 1—ELECTION OF DIRECTORS

	42	2023 PROXY STATEMENT

E. Stewart Shea, III	E. Stewart Shea, III served as the Managing Partner and a member of the board of The Bayou Companies, LLC, New Iberia, Louisiana, a provider of services to the domestic gas pipeline industry and to international markets, from 1994 until 2009, when the majority of the company’s assets were sold in an asset based transaction. Mr. Shea continues to manage the remaining assets of the company and is also actively involved in other investments. Mr. Shea became a director of First Horizon in July 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 1990 and was serving as the Vice Chairman of the Board of IBKC and IBERIABANK and Co-Chairman of IBERIABANK’s New Iberia Advisory Board at the time of the merger. Skills and Expertise: •Extensive general management experience, including finance, operations, human capital management, risk management and compliance, and management of international business activities •Knowledge of public company executive compensation, human capital management, governance and risk matters due to public company board service •Louisiana resident with knowledge of the Louisiana market Prior Public Company Board Service: IBERIABANK Corporation (1990-2020) Non-Profit Board Service: Serves on the board of a non-profit organization
Private investor
Independent director since 2020
Age 71
Committees: •Compensation •Nominating & Corporate Governance

Cecelia D. Stewart	Cecelia D. Stewart retired as the President of U.S. Consumer and Commercial Banking of Citigroup, Inc., a global diversified financial services holding company, in 2014. She had held that position since 2011. From 2009 to 2011, she was President of the retail banking group and CEO of Morgan Stanley Private Bank N.A. Ms. Stewart’s career in banking began at Wachovia Bank N.A. in 1978, where she held a variety of regional banking positions, culminating in her service as Executive Vice President and Head of Retail and Small Business Banking from 2003 to 2008. Skills and Expertise: •Extensive experience in banking and financial services •Senior level policy-making experience at a public company •Experience in human capital management, finance and accounting, risk management and compliance, and similar matters associated with running a large division of a public company •Knowledge of public company audit, executive compensation, human capital management, information technology, digital innovation/fintech and other matters due to public company board service Other Current Public Company Board Service: United States Cellular Corporation (since 2013)
Retired President of U.S. Consumer and Commercial Banking of Citigroup, Inc.
Independent director since 2014
Age 64
Committees: •Audit •Information Technology (chair)

VOTE ITEM 1—ELECTION OF DIRECTORS

	43	2023 PROXY STATEMENT

Rosa Sugrañes	Rosa Sugrañes was the founder and served as the Chief Executive Officer of Iberia Tiles, Miami, Florida, a ceramic tile distributor, from 1980 until 2012 when the company was sold. She currently serves on the board of directors of Rosa Gres, a manufacturer of ceramic tiles in Barcelona, Spain, and on the board of directors of Sabadell Consumer Finance, a Spanish consumer bank. She was a director of Sabadell United Bank in Miami from 2006 to 2017, and a former Board member and past Chairman of the Federal Reserve Bank of Atlanta, Miami Branch. Ms. Sugrañes became a director of First Horizon in July 2020 upon the closing of the merger of equals of IBKC and First Horizon. She had previously served as a director of IBKC since 2018. Skills and Expertise: •Extensive general management experience, including finance, operations, human capital management, risk management, marketing and retail distribution and management of international business activities •Experience in the banking and financial services industry due to service on bank boards and on the board of the Miami Branch of the Federal Reserve Bank of Atlanta •Knowledge of public company audit, governance and risk matters due to public company board service •Florida resident with knowledge of the Florida market Prior Public Company Board Service: IBERIABANK Corporation (2018-2020) Non-Profit Board Service: Serves on the boards of two non-profit organizations
Founder and former Chief Executive Officer, Iberia Tiles
Independent director since 2020
Age 65
Committees: •Audit •Information Technology

R. Eugene Taylor	R. Eugene Taylor served until 2020 as the Vice Chairman of the Board of Directors of First Horizon, a position he assumed upon the closing in 2017 of First Horizon’s acquisition of Capital Bank Financial Corp. (“Capital Bank”), a financial services company. He served as Chairman of the Board of Directors and Chief Executive Officer of Capital Bank from 2009 until 2017. Prior to 2009, Mr. Taylor spent 38 years at Bank of America Corporation, most recently as the Vice Chairman of the firm and President of Global Corporate & Investment Banking. Skills and Expertise: •Extensive experience in the banking and financial services industry, including digital innovation/ fintech •Experience in finance and accounting, human capital management, mergers and acquisitions, risk management and compliance, information technology/cybersecurity, environmental matters, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies •Knowledge of public company executive compensation and governance matters due to public company board service •North Carolina resident with knowledge of the North Carolina market Other Current Public Company Board Service: DHB Capital Corp. (since 2021) and Sonic Automotive, Inc. (since 2015) Prior Public Company Board Service: Capital Bank Financial Corp. (2009- 2017), Capital Bank Corp. (2011-2012), Green Bankshares, Inc. (2011-2012) and TIB Financial Corp. (2011-2012)
Retired Chairman of the Board of Directors and Chief Executive Officer, Capital Bank Financial Corp.
Director since 2017; independent since 2023
Age 75
Committees: •  Executive •  Risk

The Board of Directors unanimously recommends that

shareholders vote FOR the election of all director nominees as described in vote item 1.

VOTE ITEM 1—ELECTION OF DIRECTORS

	44	2023 PROXY STATEMENT

Vote Item 2—Auditor Ratification

Appointment of Auditors for 2023

KPMG LLP audited our annual consolidated financial

statements for the year 2022. The Audit Committee has

appointed KPMG LLP to be our auditors for the year 2023.

Although not required by law, regulation or the rules of

the New York Stock Exchange, the Board has determined,

as a matter of good corporate governance and consistent

with past practice, to submit to the shareholders as vote

item 2 the ratification of KPMG LLP’s appointment as our

auditors for the year 2023, with the recommendation that

the shareholders vote for item 2. Representatives of

KPMG LLP are expected to be present at the annual

meeting of shareholders with the opportunity to make a

statement and to respond to appropriate questions. The

2022 engagement letter with KPMG LLP was subject to

alternative dispute resolution procedures that comply

with applicable federal bank regulatory guidance. If the

shareholders do not vote to ratify KPMG LLP’s

appointment as our auditors for the year 2023, the Board

of Directors will consider what course of action would be

appropriate.

Auditor Fees Past Two Years

The table below and the paragraphs following it provide

information regarding the fees billed to us by KPMG LLP

during 2021 and 2022 for services rendered in the

categories of audit fees, audit-related fees, tax fees and all

other fees.

KPMG Fees Paid 2021-22

Service Type	2021	2022
Audit Fees	$3,535,455	$3,790,000
Audit-Related Fees	115,000	115,000
Tax Fees	—	—
All Other Fees	—	—
Total	$3,650,455	$3,905,000

Audit Fees. Represents the aggregate fees billed to us by

KPMG LLP for professional services rendered for the audit

of our consolidated financial statements, including the

audit of internal controls over financial reporting, and

review of our quarterly financial statements or for services

that are normally provided by KPMG LLP in connection

with statutory and regulatory filings or engagements,

including registration statements and offerings, and

acquisition-related audit procedures.

Audit-Related Fees. Represents the aggregate fees billed

to us by KPMG LLP for assurance and related services that

are reasonably related to the performance of the audit or

review of our consolidated financial statements and that

are not reported under Audit Fees above. The amount for

both years consists of fees for attestation and reports on

controls placed in operation and tests of operating

effectiveness.

Tax Fees. Represents the aggregate fees (if any) billed to

us by KPMG LLP for professional services for tax

compliance, tax advice, and tax planning.

All Other Fees. Represents the aggregate fees (if any)

billed to us by KPMG LLP for products and services other

than those reported under the three preceding

paragraphs.

None of the services provided to us by KPMG LLP and

described in the paragraphs entitled Audit-Related Fees,

Tax Fees and All Other Fees above were approved

pursuant to the de minimis exception of SEC Rule

2-01(c)(7)(i)(C).

Pre-Approval Policy for Auditor's Services

The Audit Committee has adopted a policy providing for

pre-approval of all audit and non-audit services to be

performed by KPMG LLP, as the registered public

accounting firm that performs the audit of our

consolidated financial statements that are filed with the

SEC. Services either may be approved in advance by the

Audit Committee specifically on a case-by-case basis

(“specific pre-approval”) or may be approved in advance

(“advance pre-approval”). Advance pre-approval requires

the Committee to identify in advance the specific types of

services that may be provided and the fee limits applicable

to such types of services, which limits may be expressed as

a limit by type of service or by category of services. All

requests to provide services that have been pre-approved

VOTE ITEM 2—AUDITOR RATIFICATION

	45	2023 PROXY STATEMENT

in advance must be submitted to the Chief Accounting

Officer prior to the provision of such services for a

determination that the service to be provided is of the

type and within the fee limit that has been pre-approved.

Unless the type of service to be provided by KPMG LLP has

received advance pre-approval under the policy and the

fee for such service is within the limit pre-approved, the

service will require specific pre-approval by the

Committee.

The terms of and fee for the annual audit engagement

must receive the specific pre-approval of the Committee.

Audit, Audit-related, Tax, and All Other services, as those

terms are defined in the policy, have the advance pre-

approval of the Committee, but only to the extent those

services have been specified by the Committee and only in

amounts that do not exceed the fee limits specified by the

Committee. Such advance pre-approval shall be for a term

of 12 months following the date of pre-approval unless

the Committee specifically provides for a different term.

Unless the Committee specifically determines otherwise,

the aggregate amount of the fees pre-approved for All

Other services for the fiscal year must not exceed seventy-

five percent (75%) of the aggregate amount of the fees

pre-approved for the fiscal year for Audit services, Audit-

related services, and those types of Tax services that

represent tax compliance or tax return preparation.

The policy delegates the authority to pre-approve services

to be provided by KPMG LLP, other than the annual audit

engagement and any changes thereto, to the chair of the

Committee. The chair may not, however, make a

determination that causes the 75% limit described above

to be exceeded. Any service pre-approved by the chair will

be reported to the Committee at its next regularly

scheduled meeting.

The Board of Directors unanimously recommends that

shareholders vote FOR the ratification of our auditors under vote item 2.

VOTE ITEM 2—AUDITOR RATIFICATION

	46	2023 PROXY STATEMENT

Vote Item 3—Say on Pay

Say on Pay Vote Last Year

At our 2022 annual meeting, the advisory resolution to approve executive compensation, commonly known as “say on pay”—

received a FOR vote of 94% of the shares voted.

Alignment of Pay with Performance

We remain committed to the principle of paying our

executives based on their performance and the company’s

financial and strategic results. Our compensation policies

and practices continue to be designed to align the

interests of all of our associates, including our executives,

with the interests of our shareholders. As always, we seek

to attract, retain, incent, and reward individuals who

contribute to the long-term success of the company. Key

practices linking performance to compensation include

significant weighting of pay mix in favor of awards at risk

for financial or market performance, meaningful share

retention requirements for executives, and correlation of

the payouts of financial performance awards with total

returns to our shareholders.  A detailed discussion of the

executive compensation decisions made by the

Compensation Committee, including information on the

achievement of key performance indicators directly

related to goals established for 2022's annual incentive

awards, can be found in the Compensation Discussion &

Analysis portion of this proxy statement beginning on

page 49.

Say on Pay Resolution

Under Section 14A of the Securities Exchange Act, our

shareholders are entitled to an advisory vote on the

compensation of our named executive officers as

disclosed in this proxy statement pursuant to the

compensation disclosure rules of the Securities and

Exchange Commission, including the Compensation

Discussion & Analysis, compensation tables and the

related material. This advisory vote, commonly known as a

“say on pay” proposal, gives our shareholders the

opportunity to endorse or not endorse our executive pay

program. At the 2017 annual meeting, our shareholders

had the opportunity to cast an advisory vote on how

frequently we should hold a say on pay vote. The Board

recommended and the shareholders approved an annual

frequency for the say on pay vote, and the Board

subsequently determined that we would in fact conduct a

say on pay vote at each annual meeting.

We believe that the information we have provided in the

Compensation Discussion & Analysis, the executive

compensation tables and the related disclosure contained

in this proxy statement demonstrates that our executive

compensation program was designed appropriately and is

working to ensure management’s interests are aligned

with our shareholders’ interests to support the long-term

success of First Horizon. Accordingly, the Board of

Directors unanimously recommends that you vote in favor

of the following resolution:

RESOLVED, that the holders of the common stock of First Horizon Corporation (“Company”) approve, on an advisory basis, the compensation of the Company’s executive officers named in the Summary Compensation Table of the Company’s proxy statement for the 2023 annual meeting of shareholders as such compensation is disclosed in such proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, the executive compensation tables and the related disclosure contained in the proxy statement.

Because your vote is advisory, it will not be binding upon

the Board, and the vote on this item will not be construed

as overruling a Board decision or as creating or implying

any additional fiduciary duty by the Board. However, the

Compensation Committee will take into account the

outcome of the vote when considering future executive

compensation arrangements.

The Board of Directors unanimously recommends that

shareholders vote FOR vote item 3.

VOTE ITEM 3—SAY ON PAY

	47	2023 PROXY STATEMENT

Vote Item 4—Advisory Resolution on Frequency

of Say on Pay

Under the rules of the Securities and Exchange

Commission, our shareholders will have the opportunity

to cast an advisory vote on how frequently we should seek

an advisory vote on the compensation of our named

executive officers, as disclosed pursuant to the

compensation disclosure rules of the Securities and

Exchange Commission, such as vote item 3 above in this

proxy statement. By voting on this vote item 4,

shareholders will be able to indicate whether they would

prefer an advisory vote on named executive officer

compensation once every one, two, or three years.

Regardless of the shareholder vote, the advisory vote on

named executive officer compensation will occur not less

frequently than once every three years in accordance with

the rules of the Securities and Exchange Commission.

After careful consideration, our Board of Directors has

determined that an advisory vote on executive

compensation that occurs every year is the most

appropriate alternative for First Horizon. Therefore, our

Board of Directors recommends that you vote for a one-

year interval for the advisory vote on executive

compensation.

In formulating its recommendation, our Board of Directors

considered that an annual advisory vote on executive

compensation will allow our shareholders to provide us

with their direct input on our compensation philosophy,

policies and practices as disclosed in the proxy statement

every year. Additionally, an annual advisory vote on

executive compensation is consistent with our policy of

seeking input from, and engaging in discussions with, our

shareholders on corporate governance matters and our

executive compensation philosophy, policies and

practices. However, we understand that our shareholders

may have different views as to what is the best approach

for First Horizon.

You may cast your vote on your preferred voting

frequency by choosing the option of every year, every two

years, or every three years, or you may abstain from

voting when you vote in response to the resolution set

forth below.

RESOLVED, that a non-binding advisory vote of the holders of the common stock of First Horizon Corporation to approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the executive compensation tables and the related disclosure contained in the proxy statement, be held at the annual meeting of the shareholders, beginning with the 2023 annual meeting of shareholders, (1) every year, (2) every two years or (3) every three years.

Our Board will review and consider the outcome of this

vote when making determinations as to when the advisory

vote on the compensation of our named executive officers

will again be submitted to shareholders for approval at an

annual meeting of shareholders. However, because this

vote is advisory and not binding on the Board of Directors

or First Horizon in any way, the Board may decide that it is

in the best interests of our shareholders and First Horizon

to hold an advisory vote on executive compensation more

or less frequently than indicated by the outcome of this

vote. The next vote on how frequently we should seek an

advisory vote on executive compensation will take place

at the company’s annual meeting of shareholders in 2029.

The Board of Directors unanimously recommends a vote on this vote item 4 FOR the option of "every year" as

the frequency with which shareholders are provided an advisory vote on executive compensation as disclosed

pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

VOTE ITEM 4—SAY ON PAY FREQUENCY

	48	2023 PROXY STATEMENT

Compensation Discussion & Analysis

CD&A Selected Contents

Executive Summary	49
CD&A Glossary	54
Pay Components & Decisions	54
Total Direct Compensation (TDC)	54
Salary	54
Incentive Mix	55
Annual Cash Incentive	55
Long-Term Incentive Awards	57
Compensation Practices & Philosophies	59
Peer Group & Market Benchmarking	59
Deferral, Retirement, & Other Benefits	60
Clawback Policy & Practices	62
Compensation Governance	62
Compensation Committee Report	63

The Compensation Committee of the Board oversees

compensation for executives, as discussed under

Compensation Committee beginning on page 21 of this

proxy statement. This CD&A section discusses and

analyzes executive compensation decisions made by the

Committee related to 2022. Several technical terms are

used in this section. A glossary is provided on page 54.

This CD&A section, along with the two compensation

sections that follow, focuses on the compensation of five

executives plus one former executive. These six are our

“Named Executive Officers” or “NEOs” for 2022:

Table CDA.1

2022 NEOs

Name	Position
D. Bryan Jordan	Chairman of the Board, President, and Chief Executive Officer
Hope Dmuchowski	Senior Executive Vice President—Chief Financial Officer
Anthony J. Restel	President—Regional Banking
David T. Popwell	President—Specialty Banking
Tammy S. LoCascio	Senior Executive Vice President—Chief Operating Officer
Daryl G. Byrd	Former Executive Chairman of the Board

Executive Summary

Key Events Shaping 2022 Pay

In late 2020 and 2021 we re-considered our executive pay

structure in light of our merger of equals with IBKC, the

resulting expansion of our businesses and footprint, and

the related significant changes in our executive and board

leadership. In 2022, executive incentives were established

recognizing that 2022 would be the first year that the

combined company would operate as an integrated

enterprise under post-merger leadership.

On February 27, 2022, First Horizon entered into a merger

agreement with TD pursuant to which TD will acquire First

Horizon.  The pending TD acquisition is subject to

customary closing conditions, including the receipt of

regulatory approvals from U.S. and Canadian regulatory

authorities. The pending TD acquisition did not

significantly impact ordinary executive compensation

decisions in 2022. However, we created a special merger-

related company-wide retention program under which

significant cash and RSU retention awards were granted

during 2022. That program has provided both broad-

based and targeted retention incentives throughout our

organization. The pending TD acquisition and that

program were significant focal points for NEO and

Compensation Committee attention in 2022.

The 2022 annual cash incentives for executives focused on

pretax earnings and expense control. Goals were created

based on the budget for the year. Overall performance

was better-than-budget, and the overall annual incentive

outcome was 115% of target. While many factors

impacted results positively or negatively, we believe the

decisive net-positive factor was creating above-budget

loan and business growth from regular current and

prospective clients in our markets. That this was

accomplished while the TD acquisition was pending, and

while interest rates were being raised aggressively, we

believe was a remarkable feat.

Major details impacting 2022 paint a mixed picture.

Negative impacts included: the Federal Reserve

aggressively raised interest rates to curb very high

inflation, which severely impacted our bond trading and

mortgage-related businesses; the economy grew very

little and unevenly, while recessionary expectations grew;

a substantial group of business loans originated during the

COVID pandemic under the now-ended federal PPP

program were paid and not replaced; and we experienced

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	49	2023 PROXY STATEMENT

operational disruptions attendant to fully integrating the

FHN and IBKC systems in February, coupled with the

pending TD acquisition announced at the end of that

month. Positive impacts included: commercial and

consumer lending increased (if the PPP run-off is ignored),

more than compensating for a steep reduction in

mortgage-related lending; our loan margins expanded as

lending rates rose faster than deposit rates; and we grew

core loans while maintaining strong credit quality.

Pay & Performance Alignment

First Horizon’s compensation policies and practices are

designed to align the interests of our executives with

those of our shareholders. We seek to attract, retain,

incent, and reward individuals who contribute to our long-

term success. Key practices linking performance to

compensation include:

•Significant weighting of pay mix in favor of

performance-based pay and equity-based

compensation. 60% of the CEO's total direct

compensation is at risk for financial performance, and

85% is at risk for financial or market performance.

•Meaningful share retention requirement. Our stock

ownership guidelines extend the effective time

horizon of our stock awards substantially, requiring

executives to hold 50% of net after-tax shares realized

from stock awards until retirement after multiple-of-

salary minimum ownership levels are attained

(increasing to a 75% retention requirement if an

executive holds less than the minimum ownership

level).

Financial performance goals in 2022 were focused on

metrics that management could control and that are

meaningful to shareholders' long-term interests in stock

value. Specifically:

Table CDA.2

2022 Financial Performance Metrics

2022 Annual Cash Incentive	•Pretax Earnings (PTE) – target payout at budget performance; threshold at 75% of budget, maximum at 125% of budget (60% weight) •Expense Management – target payout at budget performance; threshold at 104% of budget, maximum at 96% of budget (40% weight)
2022 PSU Long-Term Incentive Award	•ROTCE Rank – target payout at median performance vs KRX index banks over 3-yr period •TSR-rank modifier – ROTCE outcome adjusted based on TSR rank vs KRX banks over 3 yrs

Our strong alignment of pay with performance and

shareholder interests is discussed further in Financial

Performance Related to Incentives and in CEO Pay &

Performance, which immediately follow.

Financial Performance Related to Incentives

Annual Incentive for 2022

2022's annual incentive had two key performance

indicators: pretax earnings (PTE) and non-interest

expense, both adjusted to exclude merger and certain

other expenses and gains. Results are summarized in

Table CDA.3.

Table CDA.3

KPIs for 2022 Annual Incentive

KPI	Budget/Goal	Achieved
Pretax Earnings*	$1,101 million	$1,320 million
Non-Interest Expense*	$1,489 million	$1,528 million

  *Adjusted to exclude merger expenses and gains, non-strategic

results, and certain other amounts. See Annual Cash Incentive

starting on page 55.

PTE results were better than budget, while expense

outcomes were worse, blending to a 112% corporate

rating before discretionary adjustments. Discretionary

adjustments added three percentage points to the

calculation, bringing the final corporate rating to 115%.

Discretionary adjustments were based largely on these

considerations: significant inflationary impacts on expense

were not well reflected in the budget; certain efficiency

opportunities in the budget were curtailed in compliance

with the merger agreement with TD; we achieved the

expense-savings goal of $200 million per year associated

with the IBKC merger of equals; and controllable loan

growth (excluding unavoidable government program run-

off and cyclical reduction in mortgage-related lending) was

stronger than expected while credit quality remained

strong.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	50	2023 PROXY STATEMENT

PSUs Vested in 2022

Performance stock units granted in 2019 vested in May

2022. The primary performance goal was our core-

segment return on tangible common equity (ROTCE)

averaged over the three years 2019-2021, ranked against

the ROTCEs of the fifty banks in the KRX regional bank

index over the same period. The ROTCE outcome, shown

in Table CDA.4, was adjusted based on total shareholder

return achieved over three years (March 2019 to March

2022) ranked against the TSRs of the KRX banks.

Table CDA.4

KPIs for 2019 PSUs

KPI	KRX Median	FHN Achieved
Average Core ROTCE over the period 2019-2021	ROTCE = 13.07%	ROTCE* = 18.65%
	Rank = 25th	Rank = 2nd
		Perf. = 150%
TSR over the period 3/15/2019 to 3/15/2022	TSR = 29%	TSR** = 59%
	Rank = 25th	Rank = 6th
		Perf. = 125%
Overall Performance	150% x 125%	187.5%

  *Following the original grant terms, FHN's ROE was adjusted to

exclude merger expenses and gains, changes in accounting

standards, and certain other amounts.

**Approximately 20 TSR percentage points resulted from FHN's

dividends, highest in the KRX group in this period.

CEO Pay & Performance

Overview

Early each year, the CEO develops a personal plan that

contains financial and strategic goals aligned with the

Board-approved company plan for the year. The CEO

submits that personal plan to the Committee for review

and approval. The Board of Directors also reviews the

plan. After the end of each year, the Committee reviews

the CEO’s achievement of objectives in his personal plan.

The Compensation Committee considered Mr. Jordan’s

significant contributions to our financial results and

competitive position when making decisions about his pay

for 2022. In each of the past five years, Mr. Jordan has

met or exceeded his personal goals. He continues to

provide consistent, critical leadership.

Mr. Jordan’s leadership is known throughout the industry. 

He is a board member of the Bank Policy Institute and a

member of the HOPE Global board of advisors and the

governing board of Operation HOPE (which strives to

provide banking services to financially or socially

disadvantaged persons). He has been named CEO of the

year by Inside Memphis Business, has been featured as a

top-ten CEO in American Banker, and has served as

President of the Federal Reserve Board’s Federal Advisory

Council, a director of the Federal Reserve Bank of St.

Louis, a board member of the American Bankers

Association and of the Tennessee Bankers Association,

and an executive committee member of the Mid-Size Bank

Coalition of America. These associations and recognitions,

as well as others outside of banking, reflect well on our

company and enhance Mr. Jordan’s connections to the

financial services community.

CEO Pay At Risk for Performance

Of the CEO's 2022 total direct compensation, 62% was at

risk for market performance of our common stock, and

60% was at risk for financial performance of the company.

Combined, 85% of the CEO's TDC was at risk for market or

financial performance, or for both, as illustrated in this

chart:

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	51	2023 PROXY STATEMENT

Executive & Compensation Changes in 2022

The only significant change within the executive team in

2022 was the planned retirement of Mr. Byrd in July. 

The Compensation Committee reviewed executive

compensation early in 2022 against peer benchmarked

pay levels and components. The Compensation

Committee adjusted NEO salary and other pay

components upward for 2022 in line with market data

available at that time. Mr. Restel and Ms. LoCascio

received more substantial pay raises because of new roles

they moved into late in 2021. These changes are

summarized in Table CDA.5:

Table CDA.5

2022 Total Direct Compensation Changes

NEO	TDC Change %	Principal Change Driver
Mr. Jordan	3.0%	Market data
Ms. Dmuchowski	—%	Market data
Mr. Restel	10.6%	Market data for new position (head of regional banking)*
Mr. Popwell	6.7%	Market data
Ms. LoCascio	41.1%	Market data for new position (chief operating officer)*
Mr. Byrd	2.6%	employment agreement**

*Mr. Restel had been Chief Operating Officer. Ms. LoCascio had been

Chief Human Resources Officer.

** Mr. Byrd's pay was governed by an employment agreement. After

his retirement in July, his salary was discontinued and his annual

bonus was pro-rated.

Say on Pay Vote History

Each year, we present to our shareholders an advisory

resolution to approve executive compensation. This is

commonly known as “say on pay.” We ask our

shareholders to approve, on an advisory basis, our

executive compensation programs. For nine of the past

ten years, our FOR vote has exceeded 90%:

Table CDA.6

Say on Pay Past Ten Years

Year	FOR Vote		Year	FOR Vote
2013	91%		2018	32%
2014	94%		2019	97%
2015	94%		2020	94%
2016	98%		2021	97%
2017	95%		2022	94%

Shareholder Outreach

We are committed to enhancing our corporate

governance outreach to engage with, and solicit feedback

from, external stakeholders. In 2021, members of

management, the Committee's Chair, and our Lead

Director met with shareholders representing about 18% of

our outstanding common shares. On February 27, 2022,

First Horizon entered into a merger agreement with TD

pursuant to

which TD will acquire First Horizon.  The merger

agreement with TD limits our ability to change our

governance and compensation policies while the TD

acquisition remains pending.

As a result, we suspended our usual shareholder outreach

activities during the past year.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	52	2023 PROXY STATEMENT

Best Practice Policies

Our programs are designed to align with industry best practices, as illustrated in Table CDA.7.

Table CDA.7

Best Practice Policies

	Practices We Employ Include			Practices We Avoid or Prohibit Include
ü ü ü ü ü ü ü                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 ü	Majority of executive pay is performance-based (at-risk) All executive long-term incentives are stock-based and aligned with shareholder interests Incentive measures reflect outcomes that our executives control and that we believe drive shareholder value Performance measures emphasize controllable outcomes for which management is accountable Committee use of independent compensation consultant Meaningful stock ownership requirements require holding 50% of after-tax vested stock awards during career with the company, rising to 75% if multiple-of-salary minimum stock ownership levels are not met Double-trigger on change in control features and agreements (CIC event plus qualifying termination) Clawbacks for certain restatements of financial results or if executive engages in misconduct or fraud		û û û û û û û	NO tax gross-up features* NO stock option repricings NO discount-priced stock options NO single-trigger change in control plans, awards, or agreements NO dividends paid on long-term incentive awards until vesting; failure to vest means no dividends NO employment agreements** NO hedging transactions allowed in First Horizon stock (e.g., no trading derivatives, no taking short positions, no hedging long positions)

  *An excise tax gross-up feature is grandfathered in certain older change in control severance agreements, but has not been used in new agreements

since 2008. Also, change in control and other benefits under certain legacy IBKC arrangements contained or preserved a tax gross-up feature, and we

are obligated to honor those for the duration of each contractually binding arrangement.

**We agreed to retain Mr. Byrd as Executive Chairman for two years after closing the First Horizon/IBKC merger (in July 2020). See Agreements Related to

IBKC Merger beginning on page 77 for additional information.

Direct Compensation Components Overview

The major components of executive compensation in 2022

consisted of cash salary, annual cash incentive, and annual

long-term incentive (LTI) awards. Regular annual LTI

awards for executives in 2022 consisted of PSUs and RSUs.

Table CDA.8 presents an overview of the total direct

compensation components for our executives.

Table CDA.8

Direct Compensation Components in 2022

Component	Primary Purpose	Key Features
Cash salary	To provide competitive baseline compensation to attract and retain executive talent.	Salaries are determined based on prevailing market levels with adjustments for individual factors such as performance, experience, skills, and tenure.
Annual cash incentive	To motivate and reward executives for achieving and exceeding annual performance goals, both company- wide and individual, that support our business strategies.	Key metrics were earnings and merger integration coupled with several other factors, including earnings quality, efficiency, risk management, and individual performance. See Annual Cash Incentive starting on page 55 for details.
Annual LTI awards: PSUs and RSUs	To motivate and reward long-term performance by providing performance and service-vested, equity- based, long-term incentives that reward achievement of specific corporate goals, provide a retention incentive, and promote alignment with shareholders’ interests.	PSUs vest based on pre-defined three-year goals relative to an industry index, modified by our TSR ranking within that index over the same period. RSUs vest after three years and are paid in shares of stock. See Long-Term Incentive Awards starting on page 57 for details.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	53	2023 PROXY STATEMENT

CD&A Glossary

NEOExecutive officer named in this CD&A

TDCTotal direct compensation (salary,

annual cash incentive, & annual long-

term incentive awards)

EBPExecutive Bonus Plan

IP2021 Incentive Plan (long-term

incentive awards starting April 2021)

PSUPerformance stock unit award

RSURestricted stock unit award; variations

include ARSU (regular annual award),

BRSU (award granted in lieu of annual

cash incentive), and RRSU (targeted

retention or other special award)

LTILong-term incentive

RSARestricted stock award

Full-value awardAny long-term award other than stock

options

CICChange in control

IBERIA or IBKCIBERIABANK Corporation

TDThe Toronto-Dominion Bank

TD acquisitionThe pending acquisition of First Horizon

by TD pursuant to the merger

agreement entered into on February

27, 2022

KPIKey performance indicator

PPNRPre-provision net revenues

ROAReturn on average assets

ROEReturn on average equity

ROCEReturn on average common equity

ROTCEReturn on average tangible common

equity

TSRTotal shareholder return

EPSEarnings per share

GAAP Generally accepted accounting

principles

CECLCurrent expected credit loss accounting

Pay Components & Decisions

Total Direct Compensation (TDC)

The Committee’s goals are to align target total direct

compensation of executives with peer medians,

recognizing that individual packages may be higher or

lower at any particular time based on individual factors

including performance, experience, skills, tenure, and

retention needs (see Peer Group & Market Benchmarking

beginning on page 59 below).

Salary

Salary is the foundation for all major components of direct

compensation: the size of each incentive is a percentage

of base salary (see Incentive Mix immediately below).

Early each year the Compensation Committee reviews the

salaries of the CEO and other executives, considering

market data, competitive practices within the industry and

the company’s performance.

The salary rates set early in 2022 were based on a review

of peer market data for all executive positions other than

Mr. Byrd's, who was under an employment agreement.

Late-2021 promotions experienced by Mr. Restel and Ms.

LoCascio were taken into account. The outcome of that

review is summarized in Table CDA.9.

Table CDA.9

NEO Salaries 2022

NEO	2022 Salary Rate	Change %
Mr. Jordan	1,060,900	3.0%
Ms. Dmuchowski	600,000	—%
Mr. Restel	700,000	3.7%
Mr. Popwell	700,000	—%
Ms. LoCascio	650,000	18.2%
Mr. Byrd*	1,184,500	3.0%

*Mr. Byrd's pay is governed by an employment agreement. His salary

was discontinued after his retirement in July.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	54	2023 PROXY STATEMENT

Incentive Mix

Key factors considered when incentive target levels are set

include the appropriate mix of salary versus pay at risk for

financial performance or stock value performance and the

mix between short- and long-term compensation. Table

CDA.10 shows that the CEO’s regular compensation

package is more heavily weighted in favor of financial

performance, and more heavily at risk overall, than the

other NEOs. This practice is consistent with the greater

responsibilities of the CEO position, prevalent market

practices among our peer group, and our compensation

philosophy, which endeavors to link a substantial portion

of executive pay to performance. For all NEOs, PSUs were

60% of total LTI awards, while RSUs were 40%.

Table CDA.10

2022 Incentive Mix

(at target level, as a percentage of salary)

NEO	Annual Incentive	Long-Term Incentive Awards
		PSUs	RSUs	Total LTI
Mr. Jordan	150%	240%	160%	400%
Ms. Dmuchowski	85%	90%	60%	150%
Mr. Restel	100%	120%	80%	200%
Mr. Popwell	100%	120%	80%	200%
Ms. LoCascio	100%	120%	80%	200%
Mr. Byrd*	124%	215%	143%	358%

*Mr. Byrd's 2022 annual incentive was pro-rated as a result of his

retirement in July 2022. The table ignores pro-rating.

Annual Cash Incentive

In February 2022, the Committee decided to use pretax

earnings (PTE) as a key (60% weighting) financial/

quantitative driver of annual incentive performance

outcomes for 2022. PTE is a performance measure often

used by financial industry analysts and regulators in

forecasting, modelling, and risk management. The

Committee also maintained high focus (40% weighting) on

expense management. These decisions are illustrated in

Tables CDA.11a through 11c.

Table CDA.11a

2022 Annual Incentive

Factors & Adjustments

Corporate Rating Factors: •Pretax Earnings (PTE) (60%) •Expense Management (40%)

Adjustments: •Corporate Rating Adjustment •Individual Rating

Table CDA.11b

PTE Factor Drivers (60%)

Adjusted PTE	% of Budget	PTE Factor
$1,374 million & above	125% & above	150%
$1,101 to $1,374 million	100% to 125%	100% to 150%
$1,101 million	100%	100% (target)
$826 to $1,101 million	75% to 100%	50% to 100%
below $826 million	below 75%	0%

Table CDA.11c

Expense Factor Drivers (40%)

Adj'd Non-int. Exp.	% of Budget	Expense Factor
$1,429 million & below	below 96%	150%
$1,489 to $1,429 million	100% to 96%	100% to 150%
$1,489 million	100%	100% (target)
$1,489 to $1,549 million	100% to 104%	50% to 100%
above $1,549 million	above 104%	0%

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	55	2023 PROXY STATEMENT

Corporate Rating: PTE (60%)

Pretax earnings is a commonly used measure of overall

corporate performance. It reflects all revenues and

expenses of the enterprise except for taxes. Although tax

expense can be managed to a degree, it can be volatile

due to changes in the tax code and rules, all of which are

beyond management's control. Early in 2022, the risk of

such changes seemed higher than usual.

Corporate Rating: Expense Management (40%)

For many years, with interest rates and loan spreads

significantly depressed, loan growth, credit quality, and

expense control were key levers we could use to improve

results. During the IBKC merger transition years (2020 and

2021), we considered loan growth and credit quality to be

paramount given the elevated risks that key talent and key

clients might move to another bank and merger-related

operational distractions could result in general loss of

focus and business. With the IBKC-FHN integration

completed early in 2022, and with interest rates and

spreads continuing (at that time) to be very low, the

Committee believed that expense management needed to

be at the forefront again.

Corporate Rating Adjustment

The calculated corporate rating—the outcome of the PTE

and expense factors—can be adjusted by the Committee

to arrive at a final corporate rating. The adjustment could

encompass both quantitative and non-quantitative

considerations, including:

•Balanced scorecard results

•Quality of earnings assessment (up to +/–20%)

•Other adjustments, as determined by the Committee

The balanced scorecard process ranks our company

relative to peer group companies on various financial

measures. The scorecard process uses quantitative

financial measures and peer rankings, but is not used in a

quantitative manner to determine a specific numerical

rating.

For quality of earnings, the Committee intended, among

other things, to take account of unusual shortfalls or

windfalls in revenues associated with interest rate

movements, asset sales, and other uncontrollable or

unusual events during the year relative to budgetary

expectations.

Individual Rating

In addition to the corporate rating, which applies to all

NEOs, the Committee also considers each NEO’s individual

performance in determining final results. Each individual

rating is based on the Committee’s assessment of

personal plan results and any other individual factors the

Committee chooses to consider. Individual ratings range

from 0% to 150% and are multiplied by the corporate

rating to arrive at a final performance percentage.

The CEO’s 2022 personal plan included two major

performance groups, both with an over-arching goal of

achieving top-quartile long-term performance:

Strategic Priorities (50% weighting)

•Growing our Core

◦Sound, profitable growth in Regional & Specialty

Banking segments

◦Support growth by leveraging investments in

digital, treasury management, and marketing

•Selective Transformation

◦Materially reduce costs of delivery and simplify

processes

◦Increase specialization to drive higher margins

◦Enhance delivery models to increase productivity

•Supporting our People & Communities

◦Be an employer of choice

◦Support our communities through reinvestment

and social responsibility

Financial Performance (50% weighting)

•Drive consistent metrics:

◦Financial results

◦Efficiency & productivity

◦Operational execution: lending; fee income;

deposit; net charge-offs; new verticals/digital

revenues; cost savings; critical talent; ESG/DEI

performance; NPS (client loyalty, satisfaction, and

enthusiasm score)

•Strong credit quality

•Sound risk management & governance strategy

•Shareholder value creation

Actual individual rating impacts are discussed under 

Annual Incentive Outcomes below.

Pre-Defined Quantitative Adjustments

The Committee, in setting the performance goals,

provided that PTE and other financial performance

measures must be adjusted for certain specific items,

including changes in accounting principles and certain

unusual or non-recurring items, such as litigation

settlements. Also, the unusual gains and losses recognized

for the merger of equals, as required by accounting rules,

were adjusted out of budget and performance

calculations.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	56	2023 PROXY STATEMENT

2022 Annual Incentive Outcomes

Corporate Rating

The final corporate rating for 2022 was 115%. The

quantitative and qualitative determinations leading to

that result are summarized in Table CDA.12.

Table CDA.12

2022 Corporate Rating

Drivers	Results & Rationales	Rating
PTE (60%) •Outcome: 141%	PTE for 2022, after all required adjustments, was 120% of forecast/ budget.	115%
Expense (40%) •Outcome:  70%	Non-interest expense for 2022, after all required adjustments, was 102.4% of forecast/budget. After all discretionary adjustments, non-interest expense was reduced to 101.2% of forecast/budget.
Discretionary Adjustments: •Outcome: +3% pts	Key factors: IBKC systems integration completed; IBKC multi-year cost targets achieved; controllable loan growth was strong; credit quality was strong

Individual Ratings

The Committee determined that each of the five still-

active NEOs achieved an individual rating of 100%.

Discretionary Actions Affecting Ratings

The key items the Committee considered in making

discretionary adjustments to the expense factor for the

2022 corporate rating, and in approving 2022 individual

ratings, were:

•Systems integration related to the First Horizon/IBKC

merger was completed without major incident. Total

integration expenses (2020-22) were higher than

initially budgeted.

•Non-interest expense in 2022 was higher than budget,

even after excluding the impacts of certain

unexpected inflation-driven increases. However,

certain efficiency opportunities in the budget were

curtailed in compliance with the merger agreement

with TD.

•Taking a multi-year view, in spite of inflation we

achieved the $200 million-per-year cost savings rate

targeted when we announced the IBKC merger of

equals in late 2019.

•Controllable loan growth (excluding unavoidable

government program run-off and cyclical reduction in

mortgage-related lending) was stronger than

expected. In the context of the IBKC systems

integration and pending TD acquisition, and with

interest rates rising most of the year, this was a

remarkable achievement.

•Credit quality and underwriting discipline during the

year remained excellent. Provision expense increased,

but mainly in line with loan growth and worsening

economic expectations.

•Successfully divested our title services business.

None of these items was given any quantitative weight or

effect.

2022 Outcomes

Applying these processes and determinations to the target

opportunities established early in the year for each NEO

led to the outcomes in Table CDA.13.

Table CDA.13

2022 Annual Incentive Outcomes

NEO	Target ($)	Corp. Rating	Indiv. Rating	Incentive Paid ($)
Mr. Jordan	1,591,350	115%	100%	1,830,053
Ms. Dmuchowski	510,000	115%	100%	586,500
Mr. Restel	700,000	115%	100%	805,000
Mr. Popwell	700,000	115%	100%	805,000
Ms. LoCascio	650,000	115%	100%	747,500
Mr. Byrd*	1,468,780	115%	100%	844,549

*Target bonus is shown for full year. Bonus paid was pro-rated in

connection with his retirement in July. See Agreements Related to

IBKC Merger beginning on page 77.

Long-Term Incentive Awards

2022 LTI Award Mix

As mentioned above, in 2022, the annual long-term

incentive award mix for all NEOs was 60% PSUs, 40%

RSUs. The Committee believed that these components

provided an appropriate balance between performance

and retention.

Further information about each award type is provided in

the remainder of this discussion. 

Performance Stock Units (PSUs)

Consistent with our philosophy to tie a significant portion

of our executives’ pay to our long-term performance and

align executives' interests with shareholders', the

Committee believes PSUs should comprise a majority of

the long-term incentive program. PSU awards vest only if

pre-defined goals are achieved over a three-year

performance period. The metrics are established at the

beginning of each performance period. The Committee

approves the performance metrics and goals each year

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	57	2023 PROXY STATEMENT

based on the company’s objectives at that time, and may

change the types and amounts of awards compared to

prior years based on desired managerial focus,

competitive pressures, and other factors.

For the 2022 PSUs, payout is based on how we rank

relative to the group of banks included in the KBW

regional bank index (symbol "KRX"), an objective industry

comparator group. We believe these metrics and the

relative perspective reflect how shareholders view our

performance. Specifically, the vesting percentage of 2022

PSUs will be based on achievement of two metrics:

•Our adjusted ROTCE averaged over the three-year

period 2022-24, ranked against the average ROTCE

results of the KRX banks.

•A TSR modifier, applied to the ROTCE outcome. Our

TSR performance will be ranked against the KRX

banks.

Banks that fall out of the KRX index after grant for certain

specific reasons (including merger and certain types of de-

listing) will not be included in the final peer calculation.

Both rankings will follow our traditional practice: top-

quartile performance will results in maximum payout, and

bottom-quartile performance will result in zero (ROTCE)

payout or minimum (TSR) modification. For the middle

quartiles, the percentages are interpolated. The ROTCE

percentage (of target) will range from 0% to 150% (with

50% the “threshold” level), the TSR percentage will range

from 75% to 125%, and the final payout calculation will

multiply the two with equal weighting. Dividends accrue

until payment but are paid only to the extent the

underlying units vest.

If the TSR percentage outcome is similar to the ROTCE

outcome, the TSR adjustment will amplify the degree to

which the overall payout percentage deviates from target.

For example, if both percentages are 109%, overall payout

will be 119%; if both percentages are 85%, overall payout

will be 72%. On the other hand, if one measure is above

target and the other is below, the TSR adjustment will

moderate the degree to which overall payout will deviate

from target. The Committee believes using the TSR

modifier in this manner more closely aligns PSU awards

with the interests of shareholders.

The adjustments to our ROTCE are the same as the

required adjustments associated with the 2022 annual

incentive opportunity, discussed earlier under Annual

Cash Incentive starting on page 55.

For the 2022 PSUs, the KRX index represented 50 regional

banks, a wider range of institutions than those in our peer

group used for other purposes. For 2022 PSU awards, the

Committee believed that an independently-selected

comparator group, like the banks in the KRX index,

provided a larger, more stable group against which to

measure our performance over a three-year period. This

rank structure was continued from recent years primarily

because the use of a relative-rank goal rather than an

absolute measure should provide a better reflection of our

results versus competitors, from an investor perspective.

It was chosen in part because of the volatile environment

for us and our industry. The awards should self-adapt to

industry events that will unfold over a three-year time

horizon and cannot be predicted in advance.

Most Recent PSU Performance

The most recent PSUs with final performance determined

were granted in February 2019 with a 2019-21 ROTCE

performance period, vesting in May 2022. The

performance outcome for that award is presented above

under Financial Performance Related to Incentives

beginning on page 50, especially in Table CDA.4.

Restricted Stock Units (RSUs)

RSUs align executives’ interests with shareholder interests

by providing rewards in stock and rewarding for increases

in our stock value. These awards also promote ownership

and retention through service-based vesting and our stock

ownership guidelines. Regular annual RSUs cliff-vest in

March three years after grant if the NEO remains

employed with the company through the vesting date.

Special RSU awards can and often do have longer vesting

periods. Like PSUs, RSUs are settled in shares, and

dividends accrue during the vesting period. Dividends are

paid in cash if and when the award vests.

Special LTI Awards

The Committee occasionally approves special retention

awards on a targeted basis, or in connection with a new-

hire situation. No NEO received such an award in 2022.

In 2022 First Horizon established a large retention

program connected with the pending TD acquisition.

Awards were made throughout the company, consisting of

cash, RSUs or a combination thereof. No NEO received a

TD retention award in 2022.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	58	2023 PROXY STATEMENT

Impact of the Pending TD Acquisition on 2022 LTI

Awards

Under the merger agreement with TD, the RSUs granted

to executives (and all other associates) in 2022 will

convert to RSUs in respect of TD shares, but otherwise will

continue according to their terms if and when the pending

TD acquisition closes. PSUs will be similarly converted. By

the terms of the PSUs and our long-standing policy, PSU

performance will be set at target (100%) when the

acquisition closes, effectively turning the PSUs into time-

vesting RSUs that will vest based on continued

employment over the remainder of the performance

period that applied to the prior PSU award.

The closing of the pending TD acquisition will not in and of

itself accelerate 2022 LTI awards. However, the

completion of the pending TD acquisition will be a

"change in control" for purposes of all outstanding awards

and their respective plans.  If an award holder experiences

a qualifying termination of employment following the

change in control, the holder's awards will automatically

vest. For additional information see Change in Control

(CIC) Arrangements beginning on page 75.

Dividends Related to LTI Awards

For PSUs and RSUs, cash dividends accrue during the

vesting period but are paid (without interest) only if and

when the award vests. If an award forfeits, dividends also

forfeit.

Valuation of LTI Awards

All 2022 long-term incentive awards were based upon the

2022 salary rates and incentive mix discussed above, using

our closing stock price on the grant date, February 10,

2022, which was $18.09 per share. See Incentive Mix on

page 55 for details.

Compensation Practices & Philosophies

Our compensation programs are designed to attract and

retain experienced and talented executives that develop

and execute strategic goals driving long-term shareholder

value. We recruit from a broad talent pool including other

large regional banks as well as other industries. In return,

our people may be recruited by competitors, other

financial services firms, and firms in other industries. Our

executive compensation program is designed to provide

pay opportunities that are competitive and enable us to

attract and retain top talent. While target pay is designed

to be competitive, over 70 percent of our executives’ pay

is variable and tied to overall company and individual

performance. The mix of fixed and at-risk components,

before and after the merger of equals, is examined in the

Pay & Performance Alignment section, which begins on

page 50.

Peer Group & Market Benchmarking

Peer Benchmarking

The Committee’s independent consultant conducted

comprehensive benchmarking of the compensation peer

group to provide reference for pay levels as well as

program designs for the organization after the IBKC

merger. The Committee used this information to set

salaries, target incentive opportunities and determine the

components of direct compensation for executives. Post-

merger, the Committee’s preferences and goals were to

set target total direct compensation aligned with peer

median, recognizing that individual packages may be

higher or lower at any particular time based on individual

factors including performance, experience, skills, tenure

and retention needs.

Peer Group Composition

To ensure our pay programs are competitive and fair, the

Compensation Committee reviews the compensation

practices of a peer group of selected U.S. banks of roughly

comparable size and business mix. The Committee uses

peer group data to benchmark our executive

compensation and to provide context and reference

points when setting pay levels.

Our peer group in 2022 reflects regional banks with assets

(at year-end 2021) ranging from $54 billion to $211 billion.

Our peer banks are shown in Table CDA.14, with First

Horizon included for context.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	59	2023 PROXY STATEMENT

Table CDA.14

Peer Banks for 2022

Rank	Peer	Assets $B
1	Fifth Third Bancorp	211
2	SVB Financial Group	211
3	Citizens Financial Group, Inc.	188
4	KeyCorp	186
5	First Republic Bank	181
6	Huntington Bancshares	174
7	Regions Financial Corporation	163
8	M&T Bank Corporation	155
9	Signature Bank	118
10	Comerica, Inc.	95
11	Zions Bancorporation	93
	First Horizon Corporation	89
12	Popular, Inc.	75
13	People's United Financial*	65
14	East West Bancorp, Inc.	61
15	Synovus Financial Corp.	57
16	CIT Group Inc.*	54

*Acquired in 2022. CIT assets are shown as of 9/30/2021.

Tally Sheets

The Committee uses tally sheets to review executive pay

packages and when considering adjustments to executive

pay levels and mix. A “sheet” for each executive

summarizes all major categories of current and recent

direct compensation, including the aggregate retention

value and duration of unvested awards. Tally sheets are

reviewed in conjunction with peer group market data

related to each executive position.

Deferral, Retirement, & Other Benefits

Benefits other than Change in Control

In order to remain competitive in retaining and recruiting

talent, we provide retirement and other post-employment

benefits that we believe are customary in our industry. 

Table CDA.15 summarizes the major types of benefits

provided to NEOs. Several of these benefits are broad-

based, meaning that they are available to most or all full-

time associates, and many others are available generally

to associates whose compensation levels exceed certain

thresholds, regardless of officer status. 

Table CDA.15

Non-CIC Benefits Summary

Benefit	Type	Benefit Provided	Further Information
Savings Plan (broad-based)	Tax-qualified defined contribution (retirement savings)	Participants may defer a portion of salary into a fully funded tax-advantaged savings account, up to IRS dollar limits. We provide a 100% match on the first 6% of salary deferred, subject to IRS limits.	Match amounts for the NEOs are included in column (i) of the Summary Compensation Table on page 64, with additional information provided in Table RC.1b and its explanatory notes.
Savings Restoration Plan	Nonqualified deferral	Provides a restorative benefit to savings plan participants whose compensation exceeds IRS limits, as if the savings plan were not subject to those limits.	Restoration match amounts for the NEOs are included with savings plan match amounts; see the row above. Match amount and withdrawal information is provided under Nonqualified Deferred Compensation Plans beginning on page 73.
Deferred Compensation Plan	Nonqualified deferral	Participants may defer payment of a portion of salary, annual incentive, and other cash compensation. Taxation deferred until paid; no company match. Plan pays at- market returns indexed to the performance of certain mutual funds selected by the participant.	Deferral and withdrawal information for the NEOs, along with other plan information, is provided under Nonqualified Deferred Compensation Plans beginning on page 73.
Pension Plan (broad-based)	Tax-qualified defined benefit (retirement)	Participants earned a defined retirement benefit dependent mainly on salary level (up to IRS limits) and tenure. The plan was closed to new hires after August 31, 2007; the benefit was frozen at year-end 2012. Of the NEOs, only Messrs. Jordan and Popwell participate.	Pension benefit information for the NEOs, along with other plan information, is provided under Pension Plans beginning on page 72. Any change in pension value for the NEOs is included in column (h) of the Summary Compensation Table on page 64 and the related note.
Pension Restoration Plan	Nonqualified defined benefit (retirement)	Provides a restorative benefit to pension plan participants. The two plans work together as if the IRS limits did not exist.	Restoration benefits and value changes are included with those of the pension plan; see the row above.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	60	2023 PROXY STATEMENT

Benefit	Type	Benefit Provided	Further Information
Health & Welfare Programs (broad-based)	Cafeteria benefit program	Associates may elect annually to participate in several programs such as health and dental insurance, vision, dependent care, etc. We provide an allowance for this purpose based on salary, tenure, and certain wellness incentives, subject to IRS limits. A participant may elect to use any leftover allowance for the savings plan.	The amounts of these broad-based benefits for the NEOs are not reported in other tables or charts of this proxy statement, except that any savings plan contributions made by the company are reported as part of the match amounts. See the Savings Plan row above.
Survivor Benefit Plan	Death benefit	Provides a benefit of 2.5 times base salary if death occurs during active service, which is reduced to 1.0 times salary if death occurs following departure due to disability or retirement. This executive benefit substitutes for a broad- based survivor benefit.	Cost amounts for the NEOs are included in column (i) of the Summary Compensation Table on page 64, with additional information provided in Table RC.1b and its explanatory notes.
Executive Disability Program	Disability benefit	The executive benefit cap is $25,000 per month. An executive may elect to purchase, with personal funds, an additional disability benefit of up to $5,000 per month. This executive benefit substitutes for a broad-based survivor benefit.	Cost amounts for the NEOs are included in column (i) of the Summary Compensation Table on page 64, with additional information provided in Table RC.1b and its explanatory notes.
Other	Miscellaneous	We provide items customary in our industry, including financial counseling, an executive charitable gift match program, executive home security, limited usage of corporate aircraft, and executive wellness.	Cost amounts for the NEOs are included in column (i) of the Summary Compensation Table on page 64, with additional information provided in Table RC.1b and its explanatory notes.

Change in Control (CIC) Benefits

The financial services industry experiences periods of

significant consolidation separated by periods of modest

activity. Merger activity abated substantially following the

last recession, but (excluding the four largest U.S. banks)

resumed several years ago. Although this industry pattern

has created substantial business opportunities for us and

others, it also has created substantial personal

uncertainties for associates. Our CIC severance

agreements and CIC plan features were put in place a

number of years ago in response to these uncertainties.

We have CIC severance agreements with Messrs. Jordan

and Popwell. These are not employment agreements.

They provide benefits if employment is terminated in

connection with a CIC event, but otherwise provide no

employment protection. Additional information about

these contracts is provided under the caption CIC

Severance Agreements within the Change in Control (CIC)

Arrangements section, which begins on page 75.

The primary objective of our CIC severance agreements is

to allow us to compete for executive talent during normal

times, mitigating the personal risk that a CIC would

present. If a CIC situation arises, the agreements also

provide an incentive for our executive team to remain

with the company, focused on corporate objectives,

during the pursuit, closing, and transition periods that

accompany CIC transactions in our industry.

The IBKC merger of equals was a CIC transaction under our

executive CIC severance agreements, as well as under

legacy IBKC’s similar agreements. Mr. Jordan, Mr. Popwell,

and Ms. LoCascio signed letter agreements with us

waiving their right to treat the IBKC transaction and

related events as a benefit trigger under their CIC

severance agreements. Each of the NEOs from legacy IBKC

also signed letter agreements confirming the benefits

under their legacy agreements with IBKC. Additional

information about the letter agreements is provided

under the caption Agreements Related to IBKC Merger

beginning on page 77.

In 2021, our Board of Directors adopted a new Executive

Change in Control Severance Plan (the “CIC Plan”). We

stopped offering new individual CIC severance

agreements, and began offering participation in the CIC

Plan instead, to selected executives. Each legacy CIC

severance agreement will remain in place unless the

executive is invited to participate in the CIC Plan and

agrees to switch. Several legacy First Horizon CIC

agreements remain in place, including those of Messrs.

Jordan and Popwell. We expect the CIC Plan to supplant

the agreements by attrition over time.

The CIC Plan offers benefits similar to the individual

agreements described above and is used for the same

purposes: to allow us to compete for executive talent

during normal times and to provide an incentive for our

executive team to remain with the company, focused on

corporate objectives, during the pursuit, closing, and

transition periods that accompany CIC transactions. Ms.

Dmuchowski, Mr. Restel, and Ms. LoCascio became

participants in the CIC Plan in 2021. Additional information

about the CIC Plan is provided under the caption CIC

Severance Plan within the Change in Control (CIC)

Arrangements section, which begins on page 75.

Under many of our programs, a CIC event can cause

awards or benefits to vest, be paid, or be calculated and

paid at target payout levels. The main objective of these

features is to allow us to offer competitive compensation

packages in an industry where robust periods of

consolidation occur. Like our CIC severance agreements,

these program features have a double trigger, which

means that vesting or payment is accelerated only when a

CIC event results in termination of employment.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	61	2023 PROXY STATEMENT

Clawback Policy & Practices

Performance compensation under our executive bonus

programs, long term incentive awards, or otherwise that is

paid based on erroneous financial data is recoverable

under our Compensation Recovery Policy if the recipient

caused the error or is responsible for the data’s accuracy.

Additional clawback provisions apply to most types of

stock awards if certain misconduct occurs, such as fraud or

solicitation; if grant or payment of an award is based on

erroneous financial data; or if employment is terminated

for cause. The look-back period for recovery for stock

awards is two years after vesting.

Compensation Governance

Stock Ownership Guidelines

Under our stock ownership guidelines, all NEOs and

directors are required to retain 50% of the net after-tax

shares received from stock awards. The retention level

increases to 75% if the person fails to meet certain

minimum stock ownership levels. For each person, the

retention requirement applies during the rest of their

career with us, although executives who reach age 55 are

permitted to sell shares held at least three years to

diversify ahead of retirement. Supportive of the

guidelines, a separate policy prohibits hedging our stock.

The CEO’s minimum ownership level under the guidelines

is six times cash salary, as is the Executive Chairman’s. The

minimum levels for the other named executives are two

or three times their respective cash salaries, depending

upon position. For this purpose, shares owned outright,

restricted stock, RSUs paid in shares, and shares held in

tax-deferred plans are counted, while PSUs, stock options,

and RSUs paid in cash are not counted.

We intend for the combined emphasis on corporate

performance in setting executive compensation and

meaningful stock retention to strongly link the interests of

our executives with those of our shareholders.

Guideline ownership levels are assessed annually in the

third quarter. In the 2022 assessment, all active NEOs

except Ms. Dmuchowski exceeded guideline ownership

levels, and all complied with the retention requirement.

Ms. Dmuchowski was hired in late 2021.

Compensation Consultants

For 2022, the Committee engaged Meridian

Compensation Partners, LLC (“Meridian”) to provide

analysis and advice on all executive and director

compensation-related matters, including peer group

development, market benchmarking, trends and best

practices, and incentive program design. Among other

things, Meridian assisted the Committee in its reviews of

compensation program actions recommended by

management in 2022.

Key engagement items were:

•Review and discuss written Committee materials in

preparation for meetings

•Confer with the Committee chair and management

regarding compensation matters

•Regularly meet with the Committee

•Provide observations on current external trends and

developments

•Advise the Committee regarding executive programs

for annual cash incentives and long-term equity

awards approved during and for 2022

•Advise the Committee regarding current peer and

market practices related to annual incentive, long-

term incentive, and change in control plans and

programs

•Advise the Committee regarding the new executive

change in control plan

•Assist the Committee in preparing for shareholder

outreach and engagement

The Committee determined that Meridian is independent

and has no other relationships with the Company or

management.

Additional information concerning our use of

compensation consultants appears under the caption Use

of Consultants, which begins on page 23.

Management Role

Management administers our compensation plans,

monitors compensation programs used by other

companies, and considers whether new or amended

compensation programs are needed to maintain the

competitiveness of our executive compensation packages.

Management provides information and presents

recommendations to the Committee for approval. The

CEO provides recommendations to the Committee related

to executives reporting to him. No member of

management, including the CEO, is a participant in the

meeting(s) during which his or her pay is discussed. The

Committee regularly meets in executive session without

management.

Tax Deductibility

In 2017 and earlier years, section 162(m) of the U.S.

Internal Revenue Code generally disallowed a tax

deduction to public companies for compensation

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	62	2023 PROXY STATEMENT

exceeding $1 million paid during the year to the CEO and

the three other highest-paid executive officers at year-end

(excluding the Chief Financial Officer). Certain

performance-based compensation was not, however,

subject to the deduction limit.

In 2017 Congress repealed the performance-based

exception, applicable starting with 2018’s awards. As a

result, section 162(m) has not played a significant role in

structuring executive compensation awards since 2017.

Transition provisions apply to qualifying awards that were

outstanding when repeal occurred. Deductibility generally

is preserved if those awards run their course as granted.

One award, from 2016, remains outstanding and subject

to the old rules.

Compensation Committee Report

The Compensation Committee Report is provided under the caption Compensation Committee Report at the end of the Board

Committees—Compensation Committee discussion, which begins on page 21 of this proxy statement.

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

	63	2023 PROXY STATEMENT

Recent Compensation

This Recent Compensation section provides detailed information about the compensation paid to our NEOs in 2022. This

section should be read in conjunction with the immediately preceding Compensation Discussion & Analysis section.

Summary Compensation Table

The amounts shown in the Summary Compensation Table

include all compensation earned by our NEOs for 2022,

including amounts deferred by those persons, for all

services rendered in all capacities to us and our

subsidiaries. Compensation amounts from the past two

years are also included. Additional compensation

information is provided in the remainder of this section.

No NEO who served as a director was separately

compensated as a director.

Table RC.1

Summary Compensation Table

 

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)	Total ($)
D.B. Jordan Chairman, President, & CEO	2022	1,060,900	—	4,243,600	—	1,830,053	—	103,216	7,237,769
	2021	1,030,000	—	4,815,250	—	1,545,000	868,537	155,709	8,414,496
	2020	1,037,538	—	2,000,000	292,327	1,236,000	893,748	120,575	5,580,188
H. Dmuchowski 1 SEVP & Chief Financial Officer	2022	600,000	—	900,000	—	586,500	—	307,263	2,393,763
	2021	57,692	—	375,000	—	500,000	—	6,100	938,792
A.J. Restel 2,3 President—Regional Banking	2022	700,000	—	1,400,000	—	805,000	—	66,564	2,971,564
	2021	675,000	—	2,485,000	—	725,000	—	55,252	3,940,252
	2020	326,000	—	—	—	540,000	—	8,770,954	9,636,954
D.T. Popwell President—Specialty Banking	2022	700,000	—	1,400,000	—	805,000	—	98,428	3,003,428
	2021	700,000	—	1,540,000	—	700,000	—	124,012	3,064,012
T.S. LoCascio SEVP & Chief Operating Officer	2022	650,000	—	1,300,000	—	747,500	—	85,524	2,783,024
D.G. Byrd 2,4 former Executive Chairman of the Board	2022	597,381	—	4,243,600	—	843,956	—	5,484,668	11,169,605
	2021	1,150,000	—	4,791,250	—	1,425,000	—	1,646,253	9,012,503
	2020	552,885	—	—	—	1,140,000	—	23,148,573	24,841,458

  1Ms. Dmuchowski joined First Horizon in November 2021. She did not receive annual stock awards for 2021, but did receive a retention award of RSUs as

an inducement to join us. See Dmuchowski Offer Letter beginning on page 79.

  2Messrs. Restel and Byrd joined First Horizon on July 1, 2020, when First Horizon’s merger with IBKC was completed. Compensation granted or paid by

IBKC before the merger closing is not included in this table. Specifically, 2020 salary is shown starting July 1; no stock awards were granted by First

Horizon to these executives in 2020 after the merger closed; and non-equity incentive compensation (plan-based cash bonus) is included for the entire

year 2020 since First Horizon paid bonus for both halves of the year after the merger closed. All Other Compensation generally includes only amounts

paid after closing the IBKC merger; included in that total are change in control benefits under agreements with IBKC that were vested and deferred after

the merger closed.

  3Late in 2021, Mr. Restel received a special retention award of RSUs connected with his promotion to President—Regional Banking, with a grant date value

of $1,000,000. 

  4Mr. Byrd's planned retirement started two years after the IBKC merger closed, in July 2022. See Byrd Letter Agreements under the caption Agreements

Related to the IBKC Merger beginning on page 77. Mr. Byrd's salary stopped at retirement, and his 2022 non-equity incentive compensation (plan-based

cash bonus) was pro-rated. Mr. Byrd became a consultant after retirement, in accordance with his employment agreement. His consulting fees earned in

2022 are included in column (i).

RECENT COMPENSATION

	64	2023 PROXY STATEMENT

Explanations of certain columns follow:

Col (c) Salary. Cash salary is shown in full, whether or not

deferred. Ms. Dmuchowski's salary started in November

2021. Mr. Byrd's salary stopped in July 2022.

Col (d) Bonus. Column (g) shows the annual cash incentive

awards for each year under our bonus plan for executive

officers, to the extent earned. Column (d) reports

discretionary off-plan bonuses, if any. No NEO received a

Col (d) bonus for any of the years shown.

Cols (e)-(f) Grant Date Accounting Values. Columns (e)

and (f) show the grant date fair value of the awards using

the accounting methods applicable to our financial

statements, with no discount for the risk of forfeiture. The

grant date values ignore future changes in our stock price

and are shown based on target (100%) performance for

the PSUs. The actual values realized by an award holder

are likely to differ substantially from the grant date values

shown in Table RC.1.

Col (e) Stock Awards. Column (e) includes the accounting

grant date values of RSU and PSU awards granted by First

Horizon during each year. These do not represent

amounts paid or earned; they are the values attributed to

awards under applicable accounting rules.

Col (e) Regular PSUs. PSUs are performance based, using

a three-year performance period. Eventual payout may be

higher or lower than the accounting values used in column

(e) and may be zero. PSUs also have a service-vesting

requirement. For the years shown, PSU performance

depends upon our adjusted ROTCE ranking relative to

certain peer banks during the performance period, and a

total shareholder return (TSR) modifier, also measured

against peers. PSUs will vest if threshold or higher

performance goals are achieved during the performance

period and if the holder remains employed with the

company through the vesting date. PSUs settle with

shares rather than cash. In column (e), PSU amounts are

shown at their original accounting values assigned at

grant. Those accounting values are substantially less than

the possible payouts if all performance conditions are

maximally achieved. The following table provides a

summary of the maximum payouts of the PSU awards for

each NEO based on our stock values on the respective

grant dates.

Table RC.1a

Maximum Dollar Values of PSUs

(Based on Share Price at Grant Date)

	Year Granted
Name	2020	2021	2022
Mr. Jordan	3,129,359	4,635,000	4,774,030
Ms. Dmuchowski	*	*	1,012,475
Mr. Restel	*	1,328,883	1,574,983
Mr. Popwell	*	1,378,101	1,574,983
Ms. LoCascio	*	*	1,462,475
Mr. Byrd	*	4,668,749	4,774,030

*Did not receive a PSU award that year, or year is omitted from Table

RC.1.

Col (e) Regular RSUs. The annual equity award package

includes RSUs which vest in three years and settle in

shares.

Col (e) 2020 Annual Incentive RSUs granted in 2021. The

Committee significantly reduced the cash incentive paid

for the 2020 bonus year and correspondingly increased

the 2021 RSU awards.

Col (e)-(f) Retention Awards. On occasion special

retention awards are made to selected individuals based

on a targeted need. No special retention awards were

granted by First Horizon to NEOs in 2022, and none are

included in any row for an earlier year except for an award

to Mr. Restel in 2021 when he was promoted to his

current position. Ms. Dmuchowski's 2021 stock awards

were required by her employment offer letter when she

was hired late that year.

Col (f) Stock Options. Column (f) includes the accounting

values of stock options granted.

Col (g) Annual Plan-based Cash Bonus Awards. This

column shows the annual plan-based bonus earned for

each year. For the first half of 2020, bonuses were set up

in a manner similar to earlier years, but the COVID

pandemic, and management’s responses to it, made the

budget-driven grids useless as tools to measure

management achievement. Also, in 2021 RSUs were

granted to the NEOs in lieu of a portion of 2020 plan-

based bonuses; Col. (g) reports only the cash paid. For the

second half of 2020, bonuses were based on similar

criteria, using pre-provision net revenue instead of pretax

earnings. For 2021, bonuses were based upon

achievement in the following areas: pre-set levels of

adjusted annual pre-provision net revenue; merger

integration; credit quality; execution of personal plan

goals; individual contribution to risk management, quality

of earnings, and objectives for our non-strategic business

segment; and the results of a balanced scorecard process

ranking us among selected peer banks on a matrix of

balance sheet, capital, expense, earnings, and other

RECENT COMPENSATION

	65	2023 PROXY STATEMENT

measures. For 2022, bonuses were based upon

achievement in the following areas: pre-set levels of

adjusted annual pretax earnings; expense control;

execution of personal plan goals; individual contribution

to risk management, quality of earnings, and objectives

for our non-strategic business segment; and the results of

a balanced scorecard process ranking us among selected

peer banks on a matrix of balance sheet, capital, expense,

earnings, and other measures.

Col (h) Pension & Deferred Compensation. Column (h)

includes changes in defined benefit pension actuarial

values, which are the aggregate increase during the year

in actuarial value of both pension plans (qualified and

restoration). Our pension plans were closed to new

associates in 2007; among the NEOs, only Mr. Jordan and

Mr. Popwell participate. Pension benefits were frozen in

2012. Incremental changes in actuarial pension values

occur after 2012 mainly due to changes in discount rates,

mortality tables, and life expectancy due to the passage of

time. No above-market earnings on deferred

compensation were accrued during the year for any of the

named executives.

Col (i) All Other. Elements of “All Other Compensation” for

2022 consist of the following:

Table RC.1b

All Other Compensation (Col.(i)) for 2022

	(i)(a)	(i)(b)	(i)(c)	(i)(d)	(i)(e)
Name	Perqs. & Other Personal Benefits $	401(k) & Savings Restor. Match $	Life Insur. Prem. $	Tax Reim- burse- ments $	Other $
Mr. Jordan	31,935	63,930	7,352	—	—
Ms. Dmuchowski	174,822	3,738	3,702	—	125,000
Mr. Restel	20,288	42,150	4,126	—	—
Mr. Popwell	52,726	42,000	3,702	—	—
Ms. LoCascio	42,889	38,608	4,027	—	—
Mr. Byrd	31,628	35,843	11,391	14,530	5,391,276

Explanations of certain columns in Table RC.1b follow:

Col (i)(a) “Perqs. & Other Personal Benefits” includes the

following types of benefits: Flexible Dollars, Financial

Counseling, Disability Insurance, Charitable Match, Aircraft

Usage, Club, Auto, and Security. Benefits are valued at the

incremental cost to us. “Flexible Dollars” represents our

contribution to our broad-based benefits plan, a qualified

cafeteria-type benefit plan. “Financial Counseling”

represents payments for the preparation of income tax

returns and related financial counseling. “Disability

Insurance” represents insurance premiums with respect to

our disability program. “Charitable Match” includes gifts

made by First Horizon Foundation to match qualifying gifts

made by an executive under our executive gift match

program. “Security” includes security alarm expenses.

“Aircraft Usage” represents imputed income to the

executives when spouses accompany them on business

trips using non-commercial aircraft, or direct incremental

cost to us when the executive uses such aircraft for non-

business trips. We estimate direct incremental cost of

aircraft usage based on average operating cost (which

includes direct costs such as fuel, maintenance, and

landing fees) per flight hour or, in the case of chartered

aircraft, based on the cost of the charter. This column also

includes imputed taxable income from our company-wide

wellness program and the cost of participating in an

executive health program. The remaining types of benefits

apply only to the NEOs who joined us in 2020 from IBKC,

and reflect continuations of IBKC’s practices: “Club”

includes dues and other expenses associated with social or

recreational club membership; and “Auto” represents an

automobile allowance.

Col (i)(b) “401(k) & Savings Restor. Match” represents our

matching contribution to our 401(k) savings plan and to

the related savings restoration plan. Any flexible benefits

plan contributions to the savings plan are included in

column (i)(b).

Col(i)(c) “Life Insur. Prem.” represents supplemental life

insurance premiums. Under our survivor benefits plan a

benefit of 2.5 times annual base salary is paid upon the

participant’s death prior to retirement, or one times final

salary upon death after retirement.

Col (i)(d) “Tax Reimbursements” represents income and

other taxes levied on former IBKC NEOs which we

reimbursed after the IBKC merger closed. Reimbursed

taxes primarily related to change in control benefits

associated with legacy IBKC’s contracts with each

executive, which benefits primarily included a cash benefit

(see col. (i)(e)) and acceleration of stock awards.

Reimbursement also included taxes on certain perquisites,

which was a legacy IBKC practice continued by First

Horizon for a transition period following the merger,

except for Mr. Byrd, who is entitled to receive this benefit

for a longer period in accordance with our agreement with

him. See Byrd Letter Agreements within the section

captioned Agreements Related to IBKC Merger, which

begins on page 77, for additional information.

Col (i)(e) "Other" represents: (i) new-hire cash retention

award payment required by Ms. Dmuchowski's offer

letter; and (ii) for Mr. Byrd, (a) the 2022 portion of a cash

integration and continuity award which was contractually

promised in connection with the IBKC merger, and (b) fees

paid to Mr. Byrd under the post-employment provisions of

his employment agreement. See Dmuchowski Offer Letter

beginning on page 79, and Byrd Letter Agreements under

the caption Agreements Related to IBKC Merger beginning

on page 77.

RECENT COMPENSATION

	66	2023 PROXY STATEMENT

Grants of Plan-Based Awards

Table RC.2 provides information about the annual cash

incentive opportunity established for, and the grants of

PSUs and RSUs during, 2022. In this table each annual

incentive opportunity is considered a “Non-Equity

Incentive Plan Award” in columns (c) through (e) and is

noted as "Cash"; PSUs are considered to be “Equity

Incentive Plan Awards” in columns (f) through (h); and

RSUs are shown as “All Other Stock Awards” in column (i).

Each row represents a separate award grant; a column for

a row is blank if it does not apply to the type of award

listed in that row or if the dollar amount is zero. No stock

options were granted to any NEO in 2022.

Table RC.2

Awards Granted in 2022

 

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

NEO

Award

Grant Date

Estimated Possible Payouts under Non-Equity Incentive Plan Awards

Estimated Future Payouts under Equity Incentive Plan Awards

All Other Stock Awards: Number of Shares of Stock or Units (#)

All Other Option Awards: Number of Securities Underlying Options (#)

Exercise Price of Option Awards ($/sh)

Grant Date Fair Value of Stock & Option Awards ($)

Threshold ($)

Target ($)

Maximum ($)

Thres- hold (#)

Target (#)

Maximum (#)

Mr. Jordan

Cash

2/10

795,675

1,591,350

2,387,025

PSU

2/10

52,780

140,749

263,904

RSU

2/10

93,833

Ms. Dmuchowski

Cash

2/10

255,000

510,000

765,000

PSU

2/10

11,193

29,850

55,968

RSU

2/10

19,900

Mr. Restel

Cash

2/10

350,000

700,000

1,050,000

PSU

2/10

17,412

46,434

87,063

RSU

2/10

30,956

Mr. Popwell

Cash

2/10

350,000

700,000

1,050,000

PSU

2/10

17,412

46,434

87,063

RSU

2/10

30,956

Ms. LoCascio

Cash

2/10

325,000

650,000

975,000

PSU

2/10

16,168

43,117

80,844

RSU

2/10

28,745

Mr. Byrd 1

Cash

2/10

733,875

1,467,750

2,201,625

PSU

2/10

52,780

140,749

263,904

RSU

2/10

93,833

1Mr. Byrd's planned retirement started two years after the IBKC merger closed, in July 2022. See Byrd Letter Agreements under the caption Agreements

Related to  IBKC Merger beginning on page 77. Mr. Byrd's 2022 non-equity incentive compensation was pro-rated. That reduction (of approximately one-

half) is not reflected in this table.

Explanations of certain columns follow:

Col (b) Grant Date. An award is effective for legal and

accounting purposes on its grant date. For each award

shown, the Compensation Committee took final action to

grant each award on that date.

Cols (c)-(e) Plan-based Bonus Opportunities. The

Committee established performance criteria and set

target amounts early in 2022 for annual cash incentive

(bonus) opportunities for each NEO. Details about the

opportunities, their goals, and their limitations are

discussed in Annual Cash Incentive beginning on page 55.

The information in columns (c)-(e) shows bonus

opportunities. Information concerning bonuses actually

earned for 2022 is shown in column (g) of the Summary

Compensation Table and in Annual Cash Incentive,

beginning on pages 64 and 55, respectively.

Cols (f)-(h) Stock Incentives. The performance

requirements for the 2022 PSU awards are discussed in

the notes for column (e) of the Summary Compensation

Table (RC.1) above. Performance below the threshold

level will result in 0% payout. Performance above

threshold will result in payouts ranging from 37.5% (col

(f)) to 100% (col (g)) to 187.5% (col (h)) of target levels.

See Performance Stock Units within the section captioned

Long-Term Incentive Awards, which begins on page 57, for

additional information. The 2022 PSUs are scheduled to

vest on May 12, 2025 if threshold performance is

achieved.

RECENT COMPENSATION

	67	2023 PROXY STATEMENT

Col (i) Other Stock Awards. Column (i) shows regular

annual RSUs granted in 2022.

Cols (j)-(k) Stock Options. No stock options were granted

to any NEO in 2022.

Col (l) Grant Date Fair Values. Column (l) reflects the

accounting value of the awards shown in columns (g), (i)

and (j). Our stock price on the grant date, February 10,

2022, was $18.09 per share. For additional information

see the discussion of columns (e) and (f) of the  Summary

Compensation Table beginning on page 64.

Supplemental Compensation Disclosures

For information about the rationale behind, sizing of, and

other aspects of the major compensation elements, see

Pay Components & Decisions beginning on page 54.

The vesting and expiration schedules of equity-based

awards granted in 2022 are as follows:

•PSUs vest on May 12 three years after grant if goals

are achieved at the 37.5% payout level or greater.

•RSUs vest on March 2 three years after grant.

Vesting information related to all equity awards held by

the NEOs at year-end appears under the heading Awards

Outstanding at Year-End beginning on page 69, especially

in the notes to the table in that section. For all awards,

vesting will or may be accelerated or pro-rated in the

cases of death, disability, retirement, and qualifying

termination after a change in control. For performance

awards, service-vesting may be waived, but performance

goals generally are not waived, following retirement, and

awards may be pro-rated. Additional information

concerning the acceleration features of awards is set forth

under the caption Change in Control (CIC) Arrangements

on page 75; see also Impact of Pending TD Acquisition on

Awards immediately below.

Dividends or dividend equivalents accrue at normal

declared rates on most full-value (non-option) stock

awards; RSAs granted under a legacy IBKC plan pay

dividends as they are paid to all shareholders. Stock

options have no dividend or equivalent accruals. Accrued

dividends and equivalents are paid at vesting or forfeit if

the award is forfeited.

The Compensation Committee has approved a mandatory

tax withholding feature under which vested shares are

automatically withheld in an amount necessary to cover

minimum required withholding taxes. A supplemental

feature allows the holder to elect withholding at the

maximum tax rate instead. Options have no mandatory or

supplemental tax feature. We do not re-use, in new

grants, shares withheld to cover taxes.

The Compensation Committee generally has the power to

impose deferral of payment as a term or condition of an

award. No 2022 executive awards contained a deferral

requirement at grant.

Impact of Pending TD Acquisition on Awards

Many disclosures in this Recent Compensation section and

elsewhere in this proxy statement describe vesting dates,

expiration dates, performance requirements, and other

information concerning outstanding awards of various

types. Those descriptions apply fully if the pending TD

acquisition is not consummated. The pending TD

acquisition, when and if consummated, will constitute a

"change in control" of First Horizon for purposes of all

outstanding awards and their respective plans. The impact

of that event on awards is summarized below:

•The pending TD acquisition will not accelerate long-

term full-value awards granted to employees under

the 2021 Incentive Plan or any legacy First Horizon

plan. However, a later qualifying termination of the

holder's employment will result in accelerated vesting

of equity awards.  A qualifying termination is

generally a dismissal by the company without cause,

or resignation by the employee with good reason,

within a protected period (two or three years,

depending upon the plan) after the acquisition closes.

•The pending TD acquisition will accelerate the vesting

of all long-term full-value awards granted under any

legacy IBKC plan and all RSUs held by First Horizon

non-employee directors.

•PSUs and any other performance-based long-term

awards will have performance set at "target," or

100%, except for the 2020 awards.

•The primary performance period for the 2020 PSUs

(2020-2022) ended before the pending TD acquisition

closed, and performance will be set at the higher of

target or actual. The 2020 PSUs also have a TSR

adjustment feature. The TSR performance period

ends in mid-March 2023; TSR performance also will

be set at the higher of target or actual if the pending

TD acquisition closes after that period ends.

•All long-term full-value awards that are not

accelerated will convert from awards covering First

Horizon shares to awards covering TD shares, and

upon vesting will be settled in TD shares. The number

of shares will be adjusted to reflect the different

RECENT COMPENSATION

	68	2023 PROXY STATEMENT

values per share, so that each award overall maintains

the same value.

•All full-value awards that have vested previously and

that are in a deferral period will convert from First

Horizon shares to TD shares and will remain in

deferral.

•Our merger agreement with TD provides that all stock

options will be canceled when the pending TD

acquisition closes. Option holders will be paid, in cash,

the spread between the acquisition price and the

option exercise price. Options having a negative

spread will be canceled without payment.

•Annual cash incentive (bonus) awards for 2022 have

been determined and paid, and will not be impacted

by consummation of the pending TD acquisition.

The summary above generally outlines the impact of the

pending TD acquisition on awards under their terms and

the terms of their plans, as modified in some cases by our

merger agreement with TD. Except for Mr. Byrd, our NEOs

participate in our executive change in control severance

programs, which can provide additional benefits to them if

they experience a qualifying termination of employment

following the pending TD acquisition. See Change in

Control (CIC) Arrangements beginning on page 75 for

additional information.

Awards Outstanding at Year-End

Table RC.3 provides information about stock options, all

types of restricted stock and stock units, and all

performance stock awards (at target levels) held at

December 31, 2022 by the named executive officers.

Values are based on our market price at year-end, $24.50

per share.

Table RC.3

Outstanding Equity Awards at Fiscal Year-End 2022

 

(a)	(b)	(c)	(d)	(e)	(f)		(g)	(h)	(i)	(j)
	Option Awards						Stock Awards
NEO	Number of Securities Underlying Unexer- cised Options (#) Exercisable	Number of Securities Underlying Unexer- cised Options (#) Un- exercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (#)	Option Exercise Price ($/sh)	Option Expiration Date		Number of Shares or Units of Stock Held that have not Vested (#)	Market Value of Shares or Units of Stock Held that have not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)
Mr. Jordan	137,249	—	—	11.62	3/2/2023
	110,871	—	—	19.73	3/2/2024
	120,385	—	—	18.69	3/2/2025
	87,492	29,163	—	15.43	3/2/2026
	62,894	62,892	—	15.90	3/2/2027
							276,945	6,785,153	560,955	13,743,398
Ms. Dmuchowski 1	—	—	—				42,490	1,041,005	29,850	731,325
Mr. Restel 1	—	8,182	—	16.01	1/9/2030
							154,737	3,791,057	92,307	2,261,522
Mr. Popwell	—	12,475	—	15.43	3/2/2026
	—	25,535	—	15.90	3/2/2027
							95,826	2,347,737	122,417	2,999,217
Ms. LoCascio 1	—	3,686	—	15.43	3/2/2026
	—	8,806	—	15.90	3/2/2027
							97,919	2,399,016	84,952	2,081,324
Mr. Byrd	1	—	—	18.68	1/1/2023
							290,201	7,109,925	301,914	7,396,893

1Includes a new-hire award to Ms. Dmuchowski (22,590 shares), and major-promotion awards to Mr. Restel (59,594 shares) and Ms. LoCascio (29,797

shares), all granted in 2021.

RECENT COMPENSATION

	69	2023 PROXY STATEMENT

Explanations of certain columns in Table RC.3 follow:

Col (c) Unvested Options. Column (c) reports unvested stock options. The vesting dates of options reported in column (c) are

summarized in Table RC.3a:

Table RC.3a

Stock Options Unvested at Year-End

 

Grant Date	Vesting Date	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio	Mr. Byrd
2/11/2019	3/2/2023	29,163	—	—	12,475	3,686	—
1/9/2020	1/9/2023	—	—	8,182	—	—	—
2/19/2020	3/2/2023	31,446	—	—	12,767	4,403	—
	3/2/2024	31,446	—	—	12,768	4,403	—

Col (g) Unvested Non-Performance Shares & Units. Column (g) includes RSUs and RSAs unvested at year-end. Numbers

represent units or shares, respectively. The vesting dates of those awards are shown in Table RC.3b:

Table RC.3b

RSUs & RSAs Unvested at Year-End

 

Grant Date	Award Type	Vesting Date	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio	Mr. Byrd
1/9/2020	RSA	1/9/2023	—	—	13,944	—	—	47,421
2/19/2020	RSU	3/2/2023	31,446	—	—	12,767	4,402	—
2/11/2021	ARSU	3/2/2024	106,666	—	30,582	31,715	21,359	107,443
	BRSU	3/2/2024	45,000	—	19,660	20,388	13,616	41,504
10/26/2021	RRSU	10/26/2024	—	—	19,864	—	9,232	—
	RRSU	10/26/2025	—	—	19,864	—	9,232	—
	RRSU	10/26/2026	—	—	19,866	—	9,233	—
12/6/2021	RRSU	12/6/2024	—	7,530	—	—	—	—
	RRSU	12/6/2025	—	7,530	—	—	—	—
	RRSU	12/6/2026	—	7,530	—	—	—	—
2/10/2022	RSU	3/2/2025	93,833	19,900	30,956	30,956	28,745	93,833

   

Col (i) Performance Equity Awards. Column (i) of Table

RC.3 reports PSU awards and a special retention stock unit

award that are outstanding at year-end. The performance

periods and target numbers of units for those awards are

shown in Table RC.3c. Awards are reported in units at

target levels. For the PSUs, the maximum is 187.5% of

target. For the special retention award granted in 2016,

the maximum is 100%; that award pays if the total

shareholder return value of a share of stock is at least

$11.63 on the seventh anniversary of grant.

Table RC.3c

Performance Equity Awards Unvested at Year-End

(Stock Units at Target Levels)

 

Grant Date	Performance Period	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio	Mr. Byrd
2/11/2016	2/2016 to 2/2023	155,238	—	—	—	—	—
2/19/2020	2020-22	104,968	—	—	28,411	9,797	—
2/11/2021	2021-23	160,000	—	45,873	47,572	32,038	161,165
2/10/2022	2022-24	140,749	29,850	46,434	46,434	43,117	140,749

 

RECENT COMPENSATION

	70	2023 PROXY STATEMENT

Cols (h) & (j) Values. Columns (h) and (j) reflect year-end market values ($24.50/share) of the awards reported in columns (g)

and (i), respectively, with no discount for risk of forfeiture or time delay until vesting. The values reported are not based on

financial accounting methods.

Awards Exercised & Vested

Table RC.4 shows stock options exercised by the NEOs

along with stock awards that vested during 2022.

The value realized on exercise of options is the pretax

difference between the market value on the exercise date

and the option price, multiplied by the number of options

exercised. Option awards have no dividend feature.

Stock awards consist of RSUs and PSUs granted in 2019, all

of which are paid in stock, as well as RSAs granted in 2020

by legacy IBKC before the First Horizon/IBKC merger

closed. The dollar values shown for the stock awards are

based on market prices of our stock on the respective

vesting dates plus, for RSUs, accrued cash dividend

equivalents. RSAs pay no dividends or equivalents at

vesting, but instead have a pay-as-you-go dividend

feature. All amounts are pretax; withholding and other

taxes are ignored.

Of the stock award amounts shown in the table, the

portions associated with PSUs are: Jordan, 178,536 shares

and $4,204,522; Popwell, 50,916 shares and $1,199,071;

and LoCascio, 15,043 shares and $354,263. The other

NEOs had no PSU vestings.

Table RC.4

Options Exercised & Stock Awards Vested During 2022

(a)	(b)	(c)		(d)	(e)
	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized upon Exercise ($)		Number of Shares Acquired or Units Paid on Vesting (#)	Value Realized upon Vesting ($)
Mr. Jordan	—	—		207,699	4,950,803
Mr. Dmuchowski	—	—		—	—
Mr. Restel	153,574	1,349,991		13,944	256,430
Mr. Popwell	139,637	1,002,458		63,391	1,518,306
Ms. LoCascio	36,228	259,756		18,729	448,588
Mr. Byrd	738,978	5,920,524		47,416	871,980

RECENT COMPENSATION

	71	2023 PROXY STATEMENT

Post-Employment Compensation

We offer programs providing benefits after retirement

and for certain other terminations. Other programs have

features that enhance, accelerate, reduce, shorten, or

forfeit benefits if employment terminates in various ways.

Those programs and features are discussed in this section.

Common terms used in the post-employment context

include:

•Discharge or Resignation. A termination of

employment by First Horizon or by the executive,

respectively, other than for disability or retirement.

•Disability. A permanent inability to work.

•Retirement. A termination of employment after

meeting certain age and service requirements

specified in the applicable program. Some programs

specify early and normal retirement requirements;

others specify only normal retirement or make no

provision for retirement.

•Change in Control, or CIC. A corporate change in

control of First Horizon as defined in the program.

The definition used in active programs is discussed in

CIC Definition on page 75.

Pension Plans

We operate two defined benefit retirement plans: a

broad-based tax-qualified pension plan and an unfunded

nonqualified pension restoration plan limited to associates

for whom the qualified benefit is limited by tax law. The

restoration plan extends the benefit beyond that tax law

limit. The two plans effectively provide a single pension

benefit.

The plans were closed to new hires in 2007, and benefits

were frozen at year-end 2012. Credited service years do

not increase after 2012, and changes in compensation are

ignored.

Pension benefits are based on average compensation for

the highest 60 consecutive months of the last 120 months

of service prior to 2013, length of service prior to 2013,

and social security benefits. Covered compensation

includes cash salary reportable to the IRS plus pretax

contributions under the savings plan and employee

contributions under the flexible benefits plan, and

excludes bonuses, commissions, other deferred

compensation, and incentives.

A “normal” pension benefit provides a monthly payment

to the associate for life beginning at retirement at age 65.

Participants under age 65 who are at least age 55 with 15

years of service may retire early with a reduced pension

benefit. The reduction varies based on age at retirement.

Similarly, a delay in retirement will increase benefits. A

participant may make other elections which change the

benefit. Those include a spousal benefit election, a

minimum (certain) payment term, and a lump sum benefit

(restoration plan only). Married participants often choose

a qualified joint and survivor annuity with a surviving

spouse receiving 50 percent of the participant’s benefit.

Table PEC.1 shows estimated normal retirement benefits

under the pension plans as of December 31, 2022. Messrs.

Jordan and Popwell are the only NEOs who participate in

the pension plans.

Table PEC.1

Pension Benefits at Year-End 2022

(a)	(b)	(c)	(d)	(e)
Name	Plan	No.of Years of Credited Service (#)	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year ($)
Mr. Jordan	Qualified	6 years	282,562	—
	Restoration	6 years	823,643	—
Mr. Popwell	Qualified	6 years	311,150	—
	Restoration	6 years	396,040	—

Explanations of certain columns follow:

Col (c). This column shows full years of credited service,

unchanged since 2012.

Col (d). Column (d) reflects the actuarial present value of

each NEO’s accumulated benefit, computed as of the

same pension plan measurement date used for financial

statement reporting purposes with respect to 2022 except

that retirement age is assumed to be the normal

retirement age of 65. Column (d) amounts were calculated

by the pension plan actuary using the projected unit credit

cost method. This method recognizes cost in an increasing

pattern as a participant approaches retirement. The 2022

discount rates are 2.95% for the pension plan and 2.65%

for the pension restoration plan and reflect the expected

average term until settlement of each of these plans. The

assumptions on which the amounts presented in the table

are based are discussed in note 17 to our financial

statements appearing in our annual report on Form 10-K

for the year ended December 31, 2022.

POST-EMPLOYMENT COMPENSATION

	72	2023 PROXY STATEMENT

Nonqualified Deferred Compensation Plans

We provide a traditional deferral plan for executives, not

qualified under tax rules, which allows executives to defer

receipt and taxation of cash salary and bonus. Deferred

amounts are credited to accounts and earnings accrue

according to the provisions of the plan. Participants have

some discretion regarding the length of the deferral

period, the investment criteria upon which earnings are

based, and whether payout will be lump sum or an

annuity. A commonly selected deferral period lasts until

employment terminates.

Our qualified savings deferral plan allows an associate to

make contributions of salary into a plan account, subject

to limits imposed by tax laws. We provide a 100% match

under the qualified savings plan for the first 6% of salary

each eligible participant (having at least one year of

service) elects to defer into the plan.

We have adopted a nonqualified savings restoration plan

for those associates, including executives, whose base

salary exceeds the tax limits imposed on the qualified

savings plan. The restoration plan provides a nonqualified

vehicle for employees to participate in a savings plan

beyond the tax law limits. Unlike the qualified plan, the

restoration plan is unfunded. The restoration plan offers

many of the same investment options as the qualified

plan, but our stock is not among those.

Our nonqualified plans are unfunded, meaning that no

trust holds funds or investments for any of the accounts

other than, in certain cases, a rabbi trust that our

management cannot access but that our creditors could

access in case of our bankruptcy. Legally, each plan

account is an unsecured debt we owe the participant.

Each account is fully vested and non-forfeitable. Except for

the timing of payments, plan accounts are not reduced or

enhanced by termination of employment, change in

control, or other event.

We reduce the risk of our obligations under our

nonqualified deferred compensation plans by purchasing

investments designed to track the performance of the

investment elections made by participants. The qualified

savings plan has no such risk to us because all accounts

are fully funded with the plan’s trust holding the

investments selected by each participant.

Information concerning account activities and balances of

the NEOs with respect to nonqualified deferred

compensation plans, including the savings restoration

plan, is presented in Table PEC.2.

Table PEC.2

Nonqualified Deferred Compensation

During 2022 & at Year-End

(a)	(b)	(c)	(d)	(e)	(f)
Name	Executive Contributions in Last Fiscal Year ($)	Company Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year-End ($)
Mr. Jordan	431,880	4,250,152	(468,917)	—	10,485,818
Ms. Dmuchowski	60,000	—	(1,843)	—	58,157
Mr. Restel	23,850	23,850	157,679	—	257,360
Mr. Popwell	23,700	1,222,772	(13,280)	—	1,548,105
Ms. LoCascio	217,558	374,570	20,119	—	744,473
Mr. Byrd	17,543	17,543	(44,489)	—	263,357

Explanations of certain columns follow:

Col (b). Traditional nonqualified deferred compensation

plan. Currently up to 80% of cash salary and 80% of

annual cash bonus may be deferred in our traditional

nonqualified deferred compensation plan for executives.

Col (b). Savings restoration plan. Column (b) also includes

salary contributions to our savings restoration plan.

Col (c). Company matching contributions & deferred

PSUs. Matching contributions are made under the savings

restoration plan. Also included in column (c) are PSUs that

vested during the year (valued at vesting). PSUs granted in

2020 and earlier (vested in 2023 and earlier) are subject to

a mandatory two-year payment deferral after vesting. We

make no company contributions to the traditional

nonqualified deferred compensation plan.

Col (d). Earnings. Earnings reflect interest for those

accounts that earn interest. For accounts that hold

phantom shares of stock or mutual funds, earnings reflect

increases and decreases of account value throughout the

year. Those amounts are netted as applicable to the

individual.

POST-EMPLOYMENT COMPENSATION

	73	2023 PROXY STATEMENT

Col (e). PSU payouts. For 2022, amounts shown are the

values of deferred PSUs paid in 2022 that had vested in

2020. Hardship withdrawals are allowed under certain

elective deferral plans (unrelated to PSUs). In our

traditional plan, an in-service distribution date may be

selected when the deferral election is made.

Col (f). Valuations. Certain plan accounts are

denominated as numbers of shares of stock or mutual

funds. All such accounts are valued based on the fair

market value of those shares at year-end.

The information above excludes our tax-qualified savings

plan. For additional information concerning deferred

compensation plans see Deferral, Retirement, and Other

Benefits beginning on page 60.

Employment & Termination Arrangements

We have no traditional employment agreement with any

NEO except Mr. Byrd. Many plans and programs contain

special provisions regarding termination of employment in

various common situations, including in connection with

retirement or a change in control. We have certain other

arrangements that deal primarily with retirement and

change in control situations.

•Each of the NEOs except Ms. Dmuchowski signed

letter agreements in connection with our merger with

IBKC. See Agreements Related to IBKC Merger

beginning on page 77.

•Mr. Byrd had an employment agreement with IBKC

that continues with First Horizon. See Byrd

Employment Agreement within the section captioned

Agreements Related to IBKC Merger, which begins on

page 77.

•Ms. Dmuchowski signed an offer letter with us setting

out the initial terms of her employment. See

Dmuchowski Offer Letter beginning on page 79.

This section provides information concerning those

provisions, arrangements, and agreements.

Termination Unrelated to a Change in Control

Table PEC.3 summarizes the impact upon the amounts of

various items of compensation of a termination of

employment under certain circumstances, other than

termination related to a change in control event. Change

in control situations are discussed in the following section.

In addition to forfeiture of unpaid benefits, many awards

provide for clawback of paid benefits if discharge “for

cause,” as defined in the applicable program, occurs

within two years of payment.

Table PEC.3

Impact of Termination Events on Unpaid Compensation Items

Compensation Item	Resignation / Discharge	Death / Disability	Retirement	Key Factors
Annual Incentive Opportunity (cash bonus)	Forfeit	Generally forfeit, but discretionary payment is possible	Generally forfeit, but discretionary payment is possible	Committee may pro-rate or fully waive service requirement while maintaining performance conditions.
PSUs	Forfeit	Generally pro-rate for service period worked; no waiver of performance requirement	If approved, generally pro- rate for service period worked; no waiver of performance requirement	Committee may pro-rate or fully waive service requirement while maintaining performance conditions.
RSUs & RSAs	Forfeit	Full or pro-rated payment, depending on award	Discretionary payment is possible, often pro-rated if approved	For retirement, Committee may accelerate vesting or waive forfeiture without acceleration. Approval often is conditioned on accepting departure covenants, such as non-solicitation.
Stock Options— exercisable	Expire 3 months after termination	Expire 3 years after termination	Expire 3 years after termination	Option term is shortened to new expiration date, cannot be extended.
Stock Options— unexercisable	Forfeit	Expire 3 years after termination	Expire 3 years after termination	Option term is shortened to new expiration date, cannot be extended.
Qual'd Savings Plan, Pension Plans, NQ Deferred Compensation Plans	No impact	No impact	No impact	Contributions, accounts, and benefits are fully vested.
Savings Restoration Plan	Lump sum payment	Lump sum payment	Lump sum payment	Benefits are fully vested; any termination triggers payment.

POST-EMPLOYMENT COMPENSATION

	74	2023 PROXY STATEMENT

Change in Control (CIC) Arrangements

Special change in control (CIC) severance arrangements

are in place with certain of the NEOs. In addition, many of

our compensation programs have special provisions that

apply if we experience a CIC event. This section provides

information concerning arrangements and benefits that

would apply if a CIC occurs.

CIC Definition

In our plans and programs, the term “change in control”

includes the following events:

•A majority of the members of our Board of Directors

changes, with certain exceptions.

•A person or other entity becomes the beneficial

owner of 20 percent or more of our outstanding

voting stock, with certain exceptions.

•Our shareholders approve, and there is a

consummation of, a merger or other business

combination, unless (i) more than 50% (60% in the CIC

severance agreements and CIC Plan) of the voting

power resulting from the business combination is

represented by voting securities outstanding

immediately prior thereto, (ii) no person or other

entity beneficially owns 20% or more of the resulting

corporation, and (iii) at least a majority (a two-thirds

majority in the CIC severance agreements) of the

members of the board of directors of the resulting

corporation were our directors at the time of board

approval of the transaction.

•Our shareholders approve a plan of complete

liquidation or dissolution or a sale of substantially all

of our assets. Certain plans provide that

consummation of an asset sale, rather than mere

approval, is a CIC event.

Summary of CIC Effects

Table PEC.4 summarizes the impacts of a hypothetical CIC

event on various items of compensation. Details about

current dollar amounts of many of these items are

provided in the CIC Potential Payout section below.

Table PEC.4

Impact of CIC on Unpaid Compensation Items

Compensation Item	Impact of CIC	Key Factors
Annual Incentive Opportunity (cash bonus)	Pro-rate target amount of bonus if employment terminates	Performance at target is presumed; pro-rating is based on % of performance period that has elapsed.
PSUs	Award is paid at target if employment terminates. Award may be adjusted, or converted to non-performance RSUs, if employment continues.	Awards have a double-trigger feature. The Committee has discretion to adjust or convert awards depending on the CIC context.
RSUs & RSAs	Accelerate if employment terminates; otherwise no impact	Awards have a double-trigger feature.
Stock Options—exercisable	No impact is mandated by option plan or program. If First Horizon ceases to exist, options will convert to shares of the acquiring company.	The CIC merger agreement may require options to be exercised or cashed out.
Stock Options—unexercisable	Vesting is accelerated if employment terminates. If First Horizon ceases to exist, options will convert to shares of the acquiring company.	The Committee may accelerate vesting without termination if the CIC merger agreement requires or permits that.
Qualified Pension Plan	Limited impact	Any excess funding in the Plan is allocated to all participants.
Pension Restoration Plan	Lump sum payment	See details in the discussion immediately following this table.
Qualified Savings Plan	No impact	Accounts are fully vested regardless of CIC.
Savings Restoration Plan	No impact	Any separation from service results in lump sum payment. CIC itself has no effect on the timing or amount of payment.
Nonqualified Deferred Compensation Plans	Limited impact	Accounts are paid into rabbi trusts when a CIC occurs. CIC itself has no effect on the timing or amount of payment.
CIC Severance Agreements & Executive CIC Severance Plan	Cash payment and other benefits if employment terminates.	All CIC agreements and plans have a double-trigger feature where benefits are triggered only if employment terminates. Benefits are discussed in the next section.

Under the pension restoration plan, a lump sum payment

is made to participants representing the present value,

using a discount rate of 4.2%, of the participant’s

scheduled projected benefits actuarially adjusted based

on the participant’s age at the time of the CIC event. For

participants under age 55, the CIC calculation is made

assuming age 55 has been reached.

CIC Severance Agreements

We have CIC severance agreements with two of the NEOs,

Messrs. Jordan and Popwell. The agreements provide a

POST-EMPLOYMENT COMPENSATION

	75	2023 PROXY STATEMENT

cash severance benefit equal to three times annual base

salary plus three times a “bonus amount” if we discharge

the officer other than for disability, retirement, or cause,

or if the officer resigns for a predefined good reason, in

either case within 36 months after a CIC event. The

“bonus amount” is the average actual annual cash bonus

paid over the preceding five years, excluding the years

with the highest and lowest bonuses. Mr. Jordan’s 2007

agreement provides generally for a federal excise tax

gross-up; Mr. Popwell’s newer agreement has no gross-up

provision. Severance payments are to be reduced if a

small reduction in benefit (up to 5% or $50,000) would

avoid the excise tax. The agreements provide for

continued healthcare and life insurance benefits for an 18-

month period as allowed by tax laws. Non-disparagement,

cooperation, and non-solicitation covenants are included

in the agreements. These agreements do not guarantee

employment for any term or period; they only apply if

employment ends within a certain period following a CIC

event. Each agreement generally can be terminated

unilaterally with three years’ prior notice.

CIC Severance Plan

Three of the NEOs, Ms. Dmuchowski, Mr. Restel, and Ms.

LoCascio participate in our Executive Change in Control

Severance Plan (“CIC Plan”). For these officers, the CIC

Plan provides a cash severance benefit equal to 2.5 times

annual base salary plus 2.5 times a “bonus amount” if we

discharge the officer other than for disability, retirement,

or cause, or if the officer resigns for a predefined good

reason, in either case within 36 months after a CIC event.

The “bonus amount” is the average actual annual cash

bonus paid over the preceding five years, excluding the

years with the highest and lowest bonuses. Severance

payments are to be reduced if a small reduction in benefit

(up to 5% or $50,000) would avoid the excise tax. The

agreements provide for continued healthcare and life

insurance benefits for an 18-month period as allowed by

tax laws. Non-disparagement, cooperation, and non-

solicitation covenants are incorporated into the Plan. The

CIC Plan does not guarantee employment for any term or

period. Participation in the CIC Plan generally can be

terminated unilaterally with three years’ prior notice,

subject to certain extensions.

CIC Potential Payout

Table PEC.5 shows potential amounts payable to the still-

active NEOs if a CIC had occurred and employment with us

had terminated on December 31, 2022. The closing stock

price on December 31, 2022 of $24.50 per share is used

when valuing stock based items. For purposes of the table,

the following assumptions and adjustments have been

made: (1) the present value of future health and welfare

and other non-cash benefits is calculated by using current

costs; (2) the value of non-forfeited stock options is based

solely on the spread between the option price and our

actual year-end stock price; and (3) no forfeiture factors

exist. Many of the amounts shown in the table accelerate

the timing of payment of an amount that would have

been paid eventually without increasing the amount paid.

The table shows all payment amounts, whether or not

increased by the CIC and termination, for the sake of

completeness. Mr. Byrd, who retired in July 2022, is

omitted from the table.

Table PEC.5

Potential Dollar Value of Payments Upon an Assumed Termination of

Employment at Year-End Related to a CIC Event

Name	Cash Severance	Pro Rated Bonus1	Stock Awards	Pension Restoration2	Savings Restoration	Health & Welfare	Other	Tax Gross-up Payments3	Total
Mr. Jordan	7,452,700	1,423,333	20,799,572	891,777	794,199	31,317	25,000	8,952,197	40,370,096
Ms. Dmuchowski	2,450,000	510,000	1,808,272	—	—	31,436	25,000	na	4,824,708
Mr. Restel	3,330,588	700,000	6,293,521	—	88,828	31,585	25,000	na	10,469,522
Mr. Popwell	4,005,000	635,000	5,433,877	445,978	349,033	20,934	(1,196,107)	na	9,693,716
Ms. LoCascio	2,461,708	650,000	4,570,951	—	98,987	—	25,000	na	7,806,646

    1The amounts in this column reflect “the bonus amount” defined in each CIC severance agreement or plan, as applicable, discussed above.

    2Absent a CIC event, a participant in the pension restoration plan can elect, at termination of employment, to receive a lump sum payment based on the

present actuarial value of the expected pension payment stream. In a CIC context, participants will receive a lump sum payment in lieu of the payment

stream. If a participant terminated in relation to a CIC is under age 55 or has less than 15 years of service, the CIC lump-sum payment would be

enhanced to reflect that age and those service years. The amount in the Pension Restoration column of the table for Mr. Jordan reflects an estimate of

that enhancement measured at year-end.

    3Mr. Jordan has the right to receive an excise tax gross-up payment, an estimate of which is included in the table.

Table PEC.5 illustrates payments that would be owed if

each NEO had experienced a qualifying termination of

their employment at year-end following a hypothetical CIC

event in 2022. The pending TD acquisition, if and when it

is consummated, will constitute a CIC event. However, in

conformity with proxy disclosure requirements, Table

PEC.5 is hypothetical and not connected with the details

and circumstances of the pending TD acquisition.

POST-EMPLOYMENT COMPENSATION

	76	2023 PROXY STATEMENT

Specifically, the table does not reflect actual amounts that

could or would be owed to any NEO in connection with

the pending TD acquisition, which actual amounts will vary

with the timing and other circumstances surrounding an

actual qualifying termination following the pending TD

acquisition. Moreover, Table PEC.5 is not intended to

predict or suggest any probability that any of the NEOs

will experience a qualifying termination following the

pending TD acquisition.  For information about the

pending TD acquisition’s impact, please refer to the

section titled “The Mergers—Interests of Certain First

Horizon Directors and Executive Officers in the Merger” in

First Horizon’s proxy statement filed with the SEC on April

27, 2022.

Agreements Related to IBKC Merger

When we signed the IBKC merger agreement in 2019, we

also signed a letter agreement with Mr. Jordan, Mr.

Popwell, Ms. LoCascio, and Mr. Byrd. In addition, at that

time IBKC signed letter agreements with Messrs. Restel

and Byrd. Mr. Byrd’s letter agreements amended his pre-

merger employment agreement with IBKC which

continues, as amended, with First Horizon.

Jordan Letter Agreement

Our letter agreement with Mr. Jordan (the “Jordan Letter

Agreement”) required Mr. Jordan to resign as Chairman of

the Board on July 1, 2020, which was the closing date of

the IBKC merger. It further provides that he will continue

to serve as the President and Chief Executive Officer of

our company and First Horizon Bank. Mr. Byrd became our

Executive Chairman, as discussed in the next section. Mr.

Jordan was reappointed as Chairman after Mr. Byrd

stepped down last year. Under the Jordan Letter

Agreement, Mr. Jordan waived any rights to terminate his

employment for “Good Reason” under his Change in

Control Severance Agreement as a result of those

changes, so long as Mr. Jordan remains President and

Chief Executive Officer and later was reappointed as

Chairman as provided in his Letter Agreement.

Byrd Letter Agreements

First Horizon Letter

Our letter agreement with Mr. Byrd (the “Byrd-FH Letter

Agreement”) provided that Mr. Byrd would serve as

Executive Chairman of our company and of First Horizon

Bank through July 1, 2022, which was the second

anniversary of the closing date of the merger of equals

(the “Employment Period”). Following his Employment

Period, Mr. Byrd agreed to serve as Special Advisor to the

chief executive officer until July 1, 2025 (the “Advisor

Period”).

During his Employment Period, Mr. Byrd’s annual target

direct compensation and form of long-term incentive

awards were in the same amounts and on the same terms,

and with the same payout determinations and amounts,

as those that applied to Mr. Jordan, subject to certain

exceptions. Mr. Byrd was eligible to participate in the

same employee benefit plans as were made available to

similarly situated First Horizon executives, and he received

the same or similar perquisites as IBKC made available to

him before the merger of equals.

During his Advisor Period, Mr. Byrd will receive an annual

consulting fee equal to (i) $3.75 million for the first two

years and (ii) $3.5 million for the third year. Through the

end of the Consulting Period, Mr. Byrd will continue to

have access to administrative support, office space and

security arrangements provided by First Horizon.

Mr. Byrd also is being paid a one-time cash Integration

and Continuity Award in the total amount of $5 million,

payable in $250,000 quarterly installments over five years

starting in 2020. We were required to accelerate payment

of the remaining installments of the award when Mr. Byrd

transitioned from Executive Chairman to Special Advisor.

Any paid portion of the award is subject to repayment and

recovery by First Horizon, and any unpaid portion would

have been forfeited, if (i) First Horizon terminated Mr.

Byrd for cause, (ii) Mr. Byrd resigned other than for good

reason, or (iii) Mr. Byrd materially violated the restrictive

covenants in the Byrd-FH Letter Agreement (described

below).

If Mr. Byrd’s employment or consulting arrangement, as

applicable, is terminated by First Horizon other than for

cause or by him for good reason, that termination will not

affect the compensation to be provided to him under the

Byrd-FH Letter Agreement, subject to his continued

compliance with certain restrictive covenants. If Mr. Byrd

dies during the Employment Period or the Advisor Period,

any remaining unpaid amounts due to him under the

Byrd-FH Letter Agreement (determined assuming target-

level performance) will be paid to his estate, to the extent

such unpaid amounts exceed the value of incremental life

insurance benefits.

Under the Byrd-FH Letter Agreement, Mr. Byrd has agreed

to certain restrictive covenants, including non-competition

and non-solicitation covenants, for the 5-year period

following the closing date of the merger of equals

(through July 1, 2025). He will also be subject to indefinite

non-disparagement and confidentiality covenants.

The Byrd-FH Letter Agreement does not affect certain

severance and other benefits under the terms of his

Employment Agreement in the context of the IBKC-First

Horizon merger. See Byrd Employment Agreement below..

IBKC Letter

IBKC’s letter agreement with Mr. Byrd (the “Byrd-IB Letter

Agreement”) provided for a special restricted stock award.

POST-EMPLOYMENT COMPENSATION

	77	2023 PROXY STATEMENT

The award was granted in November 2019 and would

have forfeited if the merger had not been closed. The

award had a grant-date value of $5,000,000 and vested on

January 1, 2021, the six-month anniversary of the

merger’s closing date. This special award was subject to

repayment and recovery by First Horizon if (i) First Horizon

terminated Mr. Byrd for cause, (ii) Mr. Byrd resigned other

than for good reason, or (iii) Mr. Byrd materially violated

the restrictive covenants in the Byrd-FH Letter Agreement,

in each case prior to July 1, 2022.

Byrd Employment Agreement

Mr. Byrd had an employment agreement with IBKC (the

“Byrd Employment Agreement”). The Byrd-FH Letter

Agreement changed the duration of the Byrd Employment

Agreement along with Mr. Byrd’s position, it modified his

compensation arrangements, and it superseded the Byrd

Employment Agreement in many other respects. The

Byrd-IB Letter agreement provided Mr. Byrd with a special

restricted stock award, not contemplated by the Byrd

Employment Agreement. These and other matters are

noted above in Byrd Letter Agreements.

The Byrd-FH Letter Agreement left in place a change in

control severance benefit for Mr. Byrd. For purposes of

the Byrd Employment Agreement, the IBKC-First Horizon

merger was a change in control event, and the changes to

Mr. Byrd’s position gave him good reason to resign. The

Byrd Employment Agreement provided Mr. Byrd with a

change in control cash benefit of $14,979,262 which, by

the terms of the Byrd-FH Letter Agreement, was paid to

Mr. Byrd when he transitioned from Executive Chairman

to Special Advisor (subject to a possible 6-month delay for

tax reasons). The benefit is not forfeitable, and payment is

supported by a rabbi trust arrangement. The benefit  is

included as other compensation for 2020 in the Summary

Compensation Table on page 64 and is included in his

nonqualified deferred compensation balance as discussed

in Nonqualified Deferred Compensation Plans beginning

on page 73.

In addition, we are required to pay Mr. Byrd certain tax

gross up amounts, which we estimate will be

approximately $7,370,457, assuming 2022 tax laws remain

in effect. The Byrd Employment Agreement also provides

for the continuation of certain health and welfare benefits

for Mr. Byrd and certain of his dependents for 39 months

after his employment ends.

Bylaw Provision Restricting Removal

As we agreed in the IBKC merger agreement, under our

bylaws (as amended when the IBKC merger closed), the

affirmative vote of at least 75% of our Board would be

required to remove Mr. Jordan or Mr. Byrd from serving in

the capacities set forth in their respective letter

agreements. This provision expires on the third

anniversary of the merger, July 1, 2023.

Other NEO Letter Agreements

First Horizon Letter Agreements

Our letter agreements with Mr. Popwell and Ms. LoCascio

specified each individual's position and role with First

Horizon after the merger and provided for the grant of a

special RSA award in consideration for a waiver of any

right to terminate employment for good reason in

connection with the IBKC merger of equals. The awards

were granted in November 2019 and would have been

forfeited if the merger had not closed. The awards vested

on July 1, 2021, the anniversary of the merger’s closing

date. Grant-date values of the awards were $1,250,000

(Mr. Popwell) and $825,000 (Ms. LoCascio). The waivers

will not operate if, during the 36-month protected period

applicable to each of them (expiring July 1, 2023), we

terminate employment without cause or take actions

(beyond those which took effect when the merger closed)

which would give good reason to resign.

Each special RSA award is subject to repayment and

recovery by First Horizon if the executive materially

violated certain restrictive covenants, including non-

solicitation covenants, for one year following the closing

date of the merger of equals. Each is also subject to

indefinite non-disparagement and confidentiality

covenants.

IBKC Letter Agreements

IBKC’s letter agreement with Mr. Restel specified his

position and role with First Horizon after the merger and

provided him with a special RSA award. His award was

granted in November 2019 and would have been forfeited

if the merger had not closed. The award had a grant-date

value of $1,350,000 and vested on July 1, 2021, the

anniversary of the merger’s closing date.

Mr. Restel's special RSA award is subject to repayment

and recovery by First Horizon if he materially violated

certain restrictive covenants, including non-solicitation

covenants, for one year following the closing date of the

merger of equals. He is also subject to indefinite non-

disparagement and confidentiality covenants.

Mr. Restel had a change in control severance agreement

with IBKC. His agreement allowed him to trigger a

severance benefit if a change in control of IBKC occurred,

and if he resigned within 30 days after closing for any

reason. To incentivize him to remain with First Horizon

following the closing in 2020, the letter agreement

guaranteed that he will receive, when employment ends,

the cash benefit that otherwise would have been paid had

he resigned in July 2020. That amount was $5,766,018,

and was treated as a contribution to his nonqualified

deferred compensation plan account. Although that

benefit has not yet been paid, it is included as other

compensation for 2020 in the Summary Compensation

Table on page 64, and is included in his nonqualified

POST-EMPLOYMENT COMPENSATION

	78	2023 PROXY STATEMENT

deferred compensation balance as discussed in

Nonqualified Deferred Compensation Plans beginning on

page 73.

In addition, we are required to pay Mr. Restel certain tax

gross up amounts, which we estimate will be

approximately $2,990,417, assuming 2022 tax laws remain

in effect.

Mr. Restel's letter agreement also provides for the

continuation of certain health and welfare benefits for Mr.

Restel and certain of his dependents for 39 months after

his employment ends.

Dmuchowski Offer Letter

Ms. Dmuchowski joined us in November 2021 as our new

Chief Financial Officer. The negotiated terms of her hiring

were approved by our Board of Directors, and were

reflected in an offer letter ("Offer Letter"). Key terms of

the Offer Letter are:

•Full title: Senior Executive Vice President—Chief

Financial Officer

•Salary: $600,000 annually

•Executive Bonus Program: Ms. Dmuchowski became

eligible to participate in our executive bonus program

starting with the 2021 bonus year. Her "target" bonus

amount for 2021 is 85% of her salary rate. For the

2021 bonus year, as an inducement to sign the Offer

Letter, we agreed to set a bonus minimum for her of

$500,000, of which half was paid within 30 days after

her start date.

•Executive Stock Award Program: Ms. Dmuchowski is

eligible to participate in our executive stock award

program starting with the 2022 annual grant cycle.

Her awards in 2022 had a target of up to 150% of her

annual salary rate.

•New-Hire Retention Awards: Within 30 days after her

start date, we granted to Ms. Dmuchowski (in 2021)

RSUs having a grant date value of $375,000, vesting in

three installments on the third, fourth, and fifth

anniversaries of grant. In addition, we agreed to pay

Ms. Dmuchowski $125,000 in cash on the first

anniversary of her start date.

•Executive CIC Plan: Ms. Dmuchowski became a

participant in FHN's Executive Change in Control

Severance Plan at the Tier 1 level, which provides a

severance multiple of 2.5 times salary and bonus (all

as provided in that Plan).

•Relocation: Ms. Dmuchowski was provided executive-

level relocation services and benefits.

•Other Program Participation: Ms. Dmuchowski is

eligible to participate in executive and associate plans

and programs not listed above, including in the

savings (401(k)) plan, nonqualified savings restoration

plan, nonqualified deferred compensation plan,

survivor benefit program, disability benefit program,

and executive perquisites.

The Offer Letter is not an employment agreement. Ms.

Dmuchowski has no term of employment; she is an "at

will" associate.

POST-EMPLOYMENT COMPENSATION

	79	2023 PROXY STATEMENT

Pay Versus Performance

The following table is presented as required by SEC rules.

As mentioned in the discussion that follows, FHN does not

use this data in determining compensation that should be

paid or compensation opportunities that should be

created. For further information, see Relation of Pay to

Performance beginning on page 82.

Table PVP.1

Pay Versus Performance

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
Year	Summary Compensation Table Total for CEO	Compensation Actually Paid to CEO	Average Summary Compensation Table Total for Non-CEO NEOs	Average Compensation Actually Paid to Non-CEO NEOs	Value of Initial Fixed $100 Investment Based on:		FHN Net Income Available to Common Shareholders (NIAC) (millions of $s)	FHN Return on Tangible Common Equity (ROTCE)
					FHN Total Shareholder Return	Peer Group Total Shareholder Return
2022	7,237,769	17,866,977	4,464,277	6,279,548	147.43	118.71	868	15.58%
2021	8,414,496	11,818,805	3,641,125	2,576,321	95.77	127.53	962	16.46%
2020	5,580,188	(6,406,047)	11,989,412	13,708,341	72.21	93.33	822	19.03%
2019	5,551,044	8,735,703	3,195,845	2,866,345	88.25	102.20	435	14.71%
2018	4,345,297	(10,797,091)	1,584,104	(882,136)	67.66	82.51	539	20.28%

Explanations of certain columns follow:

Cols (b) & (d). Summary Compensation Table (SCT) data.

Each year we report total compensation of our CEO and of

four to six additional named executive officers ("NEOs") in

the Summary Compensation Table. This year's SCT—Table

RC.1—appears on page 64, and this year we have five

NEOs in addition to the CEO. Total compensation for each

of the NEOs is presented each year in the SCT as required

by SEC rules.

Col (d). Average SCT data. For each year, Column (d)

presents the average total compensation for the NEOs

other than our CEO. Each year, the identity of the other

NEOs varies. Moreover, in three instances (including one

this year), NEOs are listed that had departed before year-

end. The circumstances of departure (retirement,

negotiated separation, simple resignation) substantially

altered the compensation outcomes for those persons in

those years.

Cols (c) & (e). Compensation "Actually Paid". The

information presented in these columns adjusts the SCT

data in specific ways prescribed by the SEC. Although the

information includes amounts actually paid, it also

includes amounts not yet earned or paid as well as

amounts that do not represent specific and direct dollar

obligations. Supplemental details concerning these two

columns, including the names of each NEO each year as

well as the adjustments made, is presented under the

caption Supplemental and Supporting Information below.

Col (e). Average Compensation "Actually Paid" data. For

each year, Column (e) presents the average of the total

compensation "actually paid" for the NEOs other than our

CEO.

Col (f). FHN TSR. For each year under column (f), the table

shows the dollar value of $100 invested in FHN common

stock on the last trading day of 2017 measured as of the

last trading day of the year in question. All dividends are

assumed reinvested, all transaction costs are assumed to

be zero, and all taxes are ignored. For example, the "2020"

row shows that value measured over the 3-year period

December 31, 2017 through December 31, 2020.

Col (g). Peer TSR. FHN uses different peer groups for

different purposes. See Peer Group & Market

Benchmarking beginning on page 59 for further

information. For several years (including 2022) the peer

group we used for a TSR performance measure used in

long-term stock awards has been the Keefe, Bruyette &

Woods (KBW) Regional Bank Index, which is publicly

reported under the trading symbol KRX. The peer group

TSR data in column (g) relates to the KRX Index. As with

column (f): for each year under column (g), the table

shows the dollar value of $100 invested in a fund that

exactly matches the KRX index on the last trading day of

2017 measured as of the last trading day of the year in

question. All dividends are assumed reinvested, all

transaction costs are assumed to be zero, and all taxes are

ignored. KRX returns are market-capitalization weighted.

Col (h). FHN Net Income (NIAC). Column (h) shows, for

each year, FHN's net income available to common

shareholders, as reported in our 2022 Annual Report on

Form 10-K in the Consolidated Statements of Income

appearing in Item 8 of that Report.

PAY VERSUS PERFORMANCE

	80	2023 PROXY STATEMENT

Col (i). Return on Tangible Common Equity (ROTCE).

Column (i) shows, for each year, FHN's return on average

tangible common equity, as reported in our 2022 Annual

Report on Form 10-K in the Key Performance Indicators

table appearing in Item 7 of that Report. For many years

(including 2022), the primary performance measure used

in FHN's long-term stock awards has been ROTCE, subject

to several adjustments selected at the time of grant. The

data in column (i) is not adjusted. ROTCE is a non-GAAP

financial measure, which means it is not reported in

conformity with financial accounting principles applicable

to FHN. ROTCE differs from the GAAP ratios return on

equity (ROE) and return on common equity (ROCE) by

deducting from total equity (used for ROE) the interests of

preferred stockholders (resulting in ROCE), and further

deducting goodwill and other intangible assets (resulting

in ROTCE). A reconciliation of ROTCE to GAAP is presented

in a table near the end of Item 7 in our 2022 Annual

Report on Form 10-K.

Supplemental and Supporting Information

NEOs Each Year

Table PVP.2

Named Executive Officers 2018-2022

	2022	2021	2020	2019	2018
CEO	D. Bryan Jordan	D. Bryan Jordan	D. Bryan Jordan	D. Bryan Jordan	D. Bryan Jordan
Other NEOs	Hope Dmuchowski Anthony J. Restel David T. Popwell Tammy S. LoCascio Daryl G. Byrd	Hope Dmuchowski Daryl G. Byrd Anthony J. Restel David T. Popwell Michael J. Brown William C. Losch III	William C. Losch III Daryl G. Byrd Michael J. Brown Anthony J. Restel	William C. Losch III Michael E. Kisber David T. Popwell Susan L. Springfield	William C. Losch III Michael E. Kisber David T. Popwell Charles T. Tuggle Jr.

Adjustments Resulting in "Actually Paid" Data (Cols. (c) & (e))

The following two tables provide details regarding the specific adjustments made to create "actually paid" data.

Table PVP.3a

Adjustments Made to SCT Data to Create "Actually Paid" Data for CEO

(a)	(b)	(c)		(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)
Year	Pension Adjustments			Stock Award Adjustments*
	Subtract Pension Plan Change in Value per GAAP (SCT Col. (h))	Add Pension Service Cost per GAAP		Subtract non-Option Grant Date Value (SCT col (e))	Subtract Option Grant Date Value (SCT col (f))	Subtract Awards forfeited during Year (using prior YE Values)	Add YE Value of Awards Granted during Year	Add Year-over- Year Value Change in Older Awards	Add Vesting Date Value of Short-Term Awards**	Add YTD thru Vesting Value Change of Awards Vested during Year	Add Dividends Paid on Awards during Year
2022	—	—		(4,243,600)	—	—	5,747,259	5,652,925	—	3,026,733	445,891
2021	(868,537)	—		(4,815,250)	—	—	5,089,506	1,854,007	—	1,886,146	258,437
2020	(893,748)	—		(2,000,000)	(292,327)	—	3,345,672	(11,303,923)	—	(984,190)	142,281
2019	(921,334)	—		(1,800,000)	(314,360)	—	3,991,572	1,710,514	—	299,165	219,101
2018	—	—		(1,687,490)	(468,249)	—	2,901,609	(15,876,745)	—	(103,537)	92,024

  *In all cases, award "value" refers to fair value calculated using the same financial-statement methods used in the Summary Compensation Table. For

columns (h) and (j), a negative number means the value declined.

**The adjustment in column (i) applies only if FHN granted a stock award that vested in the year of grant. The CEO received no such award.

PAY VERSUS PERFORMANCE

	81	2023 PROXY STATEMENT

Table PVP.3b

Adjustments Made to SCT Data to Create "Actually Paid" Data for Other NEOs (Averaged)

(a)	(b)	(c)		(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)
Year	Pension Adjustments			Stock Award Adjustments*
	Subtract Pension Plan Change in Value per GAAP (SCT Col. (h))	Add Pension Service Cost per GAAP		Subtract non-Option Grant Date Value (SCT col (e))	Subtract Option Grant Date Value (SCT col (f))	Subtract Awards forfeited during Year (using prior YE Values)	Add YE Value of Awards Granted during Year	Add Year-over- Year Value Change in Older Awards	Add Vesting Date Value of Short-Term Awards**	Add YTD thru Vesting Value Change of Awards Vested during Year	Add Dividends Paid on Awards during Year
2022	—	—		(1,848,720)	—	—	2,503,773	920,390	—	195,782	44,047
2021	—	—		(2,036,042)	—	(666,616)	1,871,856	(860,436)	—	541,862	84,572
2020	—	—		(144,375)	(28,136)	—	1,473,145	406,712	—	(39,182)	50,765
2019	(128,424)	—		(1,375,351)	(83,829)	—	1,990,342	(856,955)	—	77,411	47,306
2018	—	—		(373,584)	(103,665)	—	642,376	(2,636,488)	—	(18,145)	23,266

  *In all cases, award "value" refers to fair value calculated using the same financial-statement methods used in the Summary Compensation Table. For

columns (h) and (j), a negative number means the value declined.

**The adjustment in column (i) applies only if FHN granted a stock award that vested in the year of grant due to a severance situation.

Relation of Pay to Performance

Overview

SEC rules require us to discuss the relationship of the total

compensation data presented above in columns (b)

through (e) of Table PVP.1 to the performance measures

presented in columns (f) through (i) of the Table. We do

not use the total compensation data in the Summary

Compensation Table for any purpose, nor do we use the

adjusted total compensation data that we are required to

label "actually paid" for any purpose.

Moreover, although we do use earnings and shareholder

return measures for certain purposes, they are not the

same measures, nor do they cover the same periods, as

presented in Table PVP.1. Also, we often use, in a given

year, a financial measure which is not similar to earnings,

such noninterest expense (in 2022). The performance

measures we use, and the context in which we use them,

for 2022 are described in some detail in the Compensation

Discussion & Analysis section of this proxy statement,

beginning on page 49. The following discussions provide a

high level overview of the performance measures we use,

and how we have used them, during the past five years.

Those discussions attempt to relate what we actually do

to Table PVP.1 where possible.

Compensation Data

TDC

For many years, following the advice of the Compensation

Committee's independent consultants, the Committee has

focused on three components of compensation over

which the Committee has substantial and regular control:

salary; annual bonus; and long-term incentives. The sum

of these three components widely is called total direct

compensation, or TDC. The three TDC components are

discussed at length under the caption Total Direct

Compensation (TDC) beginning on page 54.

The Compensation Committee approves each TDC

component for each executive each year, but does not try

to relate TDC, as a single total amount, to performance.

Regarding performance, the Committee focuses on

outcomes of two TDC components: annual bonus and the

PSU portion of long-term incentives. Moreover, the

Committee generally manages the performance aspects of

each performance component separately from the other.

For 2022, these aspects are discussed above under the

caption Financial Performance Related to Incentives

beginning on page 50. The following discussion elaborates

on those topics with a focus on the past five years.

Salary

A person's salary strongly reflects his or her position and

seniority and is heavily impacted by competitive forces

(peer benchmarking etc.). Although salary can reflect

performance by the person over many years cumulatively,

and in a given year a raise may reflect recent

PAY VERSUS PERFORMANCE

	82	2023 PROXY STATEMENT

performance, generally an executive's salary overall does

not reflect personal performance in any direct manner.

Moreover, except possibly for the CEO, salary is extremely

insensitive to recent performance by the company overall.

Bonus

The target amount of annual bonus opportunity similarly

is driven strongly by position and seniority, and not by

recent past performance. In contrast, bonus outcomes

each year are strongly driven by performance over the

course of the bonus year.

Executive bonus performance measures vary from year to

year, reflecting what the Compensation Committee wants

management to focus most upon during that year.

Long-Term Incentives & PSUs

During the five years 2018-2022, FHN has included

performance stock units (PSUs), restricted stock units

(RSUs), and stock options in its annual mix of LTI awards.

Stock options were discontinued after 2020, and during

past few years PSUs have become the dominant award

type, accounting for 60% of the executive LTI mix.

As with bonus, the target amount of a person's PSU award

is driven strongly by position and seniority rather than by

recent past performance. PSU outcomes for each 3-year

performance period, above or below target, are

substantially driven by company performance. Unlike

bonuses, PSU performance measures are entirely set at

grant, are entirely quantitative, always are multi-year, and

allow no post-grant adjustments.

SCT "Total Compensation"

Total compensation as reported in the SCT (used for

columns (b) and (d) in Table PVP.1) is significantly driven

by the three TDC components, with two important

differences: actual bonus paid is presented rather than

target bonus opportunity; and stock awards granted

during a year are valued using GAAP, which sometimes

differs from the simpler approach (stock value at grant

times the target number of shares granted) used by the

Compensation Committee. If those were the only

differences, then SCT total compensation would be a fairly

close substitute for TDC in most years for most executives.

However, the SCT adds several additional amounts which

have no relation to TDC and which, generally, either are

uncontrollable by the Committee or can be managed only

over a very long time horizon. Those additional amounts

can be highly variable as well. For us, the non-TDC

additions to SCT total compensation that were the most

noteworthy in the past five years were "all other

compensation" and "change in pension value."

All Other Compensation

All other compensation is a catch-all category. For our CEO

over the past five years, the amount has been consistently

well below $200,000, and primarily consisted of

perquisites and an extension of our savings plan match

beyond applicable IRS limits. Other NEOs had similar,

though usually lower, amounts reported as other

compensation, but also had, in some years, much larger

amounts associated with contractual rights given them by

IBKC prior to our merger of equals that closed in 2020. For

former IBKC executives, all other compensation was

extremely high in 2020, ranging from $8 million to $23

million. Those aberrational numbers significantly impact

the averages reported in Table PVP.1.

Pension Change

Over the past five years, the CEO and one or two of the

other NEOs were reported as participants in our pension

plans. Our pension plans were frozen in 2012; monthly

retirement benefits of participants have not been allowed

to increase or decrease for the past decade. SCT rules

require us to report the actuarial change in present value

of each executive's pension benefit. This calculation,

which does not reflect any change at all in actual benefits

owed, is driven largely by changes in interest rates and life

expectancy. For our CEO, this calculation can yield an SCT

amount of nearly $1 million in a given year, a level which

is more likely if interest rates are falling or are low. Over

the past five years, the SCT pension number has

contributed: nearly 20% to the CEO's SCT total

compensation in one year; over 10% in two years, and

zero in two years. For the other NEOs, the pension change

amount during that period either was zero (very common)

or a relatively minor amount in relation to their SCT total

compensation.

Table PVP.1 Compensation "Actually Paid"

Adjustments to SCT Total Compensation

The "actually paid" adjustments to SCT total

compensation are presented in detail in Tables PVP.3a and

PVP.3b above. Although some of them clearly are

connected to an actually paid concept (dividends paid on

stock awards during a year, for example), many are highly

theoretical if the goal is to report amounts "actually paid."

"Actually Paid" is a Misnomer

FHN believes that the required label—"actually paid"—is

misleading. For example, change in pension value

(included in the SCT) is replaced with pension service costs

as reported in our financial statements. Like the change in

value used for the SCT, the pension service cost used in

Table PVP.1 does not reflect any amount actually paid to

any executive, nor any increase in future payments owed.

As another example, the adjusted stock award

information in Table PVP.1 is an attempt to assign a dollar

value, on a per-year basis, to stock awards that are not

paid until several years after grant. While such an attempt

may be theoretically useful, it does not represent an

amount paid to anyone, "actually" or otherwise.

PAY VERSUS PERFORMANCE

	83	2023 PROXY STATEMENT

Performance Data

Overview: Table PVP.1 vs. Actually Used

Table PVP.1 presents three performance measures: TSR

for us and for peers (cols. (f) and (g)); NIAC for us (col. (h));

and ROTCE for us (col. (i)). For each year, TSR is shown

using year-end 2017 as the start point measured through

the year in question. In other words, the "2018" row

shows a one-year TSR, "2019" shows a two-year TSR, etc.

NIAC and ROTCE are presented in Table PVP.1 as single-

year amounts for each of the five years as reported in our

annual reports, without any adjustment.

During the past five years, as examined in more detail

below, we used TSR for long-term performance awards

measured from grant to vesting, roughly three years.

While Table PVP.1 shows TSR figures, all use the same

start date for each year. We use a different (recent) start

date for each grant. Also, the peer TSR shown in Table

PVP.1 is the performance of the KRX index. Fifty banks

comprise the KRX index, which vary over time. Also, the

index is market-weighted, which means the largest five or

ten banks substantially outweigh the smallest five or ten

in terms of impact on KRX performance. We decided many

years ago to rank our TSR among the 50 KRX banks rather

than compare it to the index, with top-quartile

performance resulting in top payout. As a result, our use

of TSR is completely different from what is presented in

Table PVP.1.

Also, during the past five years, we did not use NIAC for

any award. We used adjusted ROTCE (not as reported in

our annual reports) measured over successive three-year

periods and compared to the ROTCEs of each of our peers.

The adjustments to our ROTCE are similar from year to

year, generally excluding: impacts which management

cannot control, such as litigation; events that create

many-year gains or losses recognized in a single year;

accounting changes; and the results of business units

being wound down. The adjustments can be substantial.

For example, in 2020 we recognized a very large gain

related to the IBKC merger; that gain was excluded from

our ROTCE calculations for PSUs.

Key Performance Indicators (KPIs) Used Past 5 Years

Over the past five years, FHN has used five specific

quantitative KPIs as performance measures for executive

bonuses and PSUs:

Table PVP.4

Quantitative KPI Overview

Abbreviation	Description	Used In
ROTCE	return on average tangible common equity	PSUs
PTE	pretax earnings, also known as net income before taxes	Bonus
PPNR	pre-provision net revenue	Bonus
NIE	noninterest expense	Bonus
TSR	total shareholder return (measured from grant to vesting)	PSUs

Qualitative or subjective measures also are considered

each year and sometimes can have a significant impact on

an outcome.

The following table maps which KPIs were used during the

past five years, and how they were used. The table

focuses on quantitative KPIs, but does mention qualitative

KPIs for certain bonus years (i.e., MOE Integration and

Credit Quality), and also provides a fully-adjusted

corporate outcomes column, which includes the impact of

qualitative adjustments to "corporate" (company-wide)

outcomes. The impacts of personal plan outcomes for

individual executives are not reported in the table, except

for the CEO in the right-most column. In the table, "MOE"

refers to FHN's merger of equals with IBKC that closed in

2020.

Table PVP.5

Quantitative & Qualitative KPI Uses and Outcomes 2018-2022

Year	TDC Component	Component Percentage of CEO's TDC	KPI Drivers* of Outcomes & Weightings	KPIs were Measured Against	Calculated Outcomes (% of target)	Fully-adj'd Corporate Outcomes (% of target)	CEO Personal Ratings & Overall Outcomes (% of target)
2022	Bonus	23%	PTE (60%) NIE (40%)	Budget	PTE 141% NIE 70%	115%	Pers 100% Overall 115%
	PSUs	37%	ROTCE (main driver) TSR (modifer)	KRX Peers	performance perod has not ended	discretionary adjustments not permitted	na

PAY VERSUS PERFORMANCE

	84	2023 PROXY STATEMENT

Year	TDC Component	Component Percentage of CEO's TDC	KPI Drivers* of Outcomes & Weightings	KPIs were Measured Against	Calculated Outcomes (% of target)	Fully-adj'd Corporate Outcomes (% of target)	CEO Personal Ratings & Overall Outcomes (% of target)
2021	Bonus	23%	PPNR (50%) MOE Integration (non- quant) (40%) Credit Quality (non-quant) (10%)	Budget	PPNR 95% MOE 100% Credit 125%	100%	Pers 100% Overall 100%
	PSUs	37%	ROTCE (main driver) TSR (modifier)	KRX Peers	performance period has not ended	discretionary adjustments not permitted	na
2020	Bonus (Post-MOE Half of Yr only)	24%	PPNR (50%) MOE Integration (non- quant) (50%)	Budget	PPNR 109% MOE 100%	104.5%	Pers 125% Cash 80% RSUs 45%
	PSUs	37%	ROTCE (main driver) TSR (modifier)	KRX Peers	performance has not yet been determined	discretionary adjustments not permitted	na
2019	Bonus	29%	PTE (60%) NIE (40%)	Budget	PTE 107% NIE 100%	110%	Pers 108% Overall 119%
	PSUs	31%	ROTCE (main driver) TSR (modifier)	KRX Peers	ROTCE 150% TSR 125%	discretionary adjustments not permitted	na
2018	Bonus	28%	PTE (75%) NIE (25%)	Budget	PTE 93% NIE 93%	93%	Pers 100% Overall 93%
	PSUs	26%	ROTCE	KRX Peers	133%	discretionary adjustments not permitted	na

Observations & Analysis

Performance is a Big Part of TDC Mix. The CEO's TDC mix

over this period has consisted mainly (60%) of

performance-based components: annual bonus and PSUs.

The mix of other senior executives similarly is

performance-heavy, typically at least half.

Income Measures are Critical KPIs. Of all the KPIs, the

most-used and most-heavily weighted each year is an

income- or earnings-oriented measure such as ROTCE,

PTE, or PPNR. NIE is an important but secondary KPI

during most of these years.

Our TSR has Lagged. Columns (f) and (g) in Table PVP.1 on

page 80 show that our TSR, measured in the manner

required by the SEC's rules, lagged behind the KRX index

until 2022. Our pre-2022 TSR performance appears to be

somewhat worse than we might have chosen to present

because all five periods use the same start date which, in

hindsight, was near a multi-year high point for us in

relation to peers and to the KRX index. However, the

inference from the table is correct that, for many of the

past five years, our market-price stock performance

generally has lagged.

Although we cannot know with certainty why our TSR

lagged, we believe a significant factor may have been the

market's perception that, because of our 2017 acquisition

of $10 billion Capital Bank and our 2020 merger of equals

with $30 billion IBKC, our businesses had higher risk than

most of our peers, resulting in a merger-risk discount for a

few years connected with each event. Another significant

factor may have been our decision to position our loans

and investments to take advantage of rising interest rates

at the expense of current yields. During much of this

period, interest rates remained stubbornly low, rising

appreciably only in 2022. Finally, fee revenues from our

fixed income business during several of the low-interest

years was quite high, helping to counteract the drag on

revenues (and ROTCE) from lower yielding loans and

investments. Also, before 2022, mortgage-related lending

was robust and carried higher margins than many other

loan portfolios. We believe the market discounted the

value of those two businesses because they are strongly

cyclical, even though, for us, they shored up revenues

during relatively lean years for traditional banking

TSR was Added to PSUs in 2019 to Help Address the Lag.

For the most recent four of these five years, we have used

TSR (ranking us among KRX peers) as an adjustment, up or

down, to the 3-year ROTCE outcome of PSUs. The

Committee provided an incentive directly focused on

stock performance by adding this feature.

We use TSR Differently than is Shown in Table PVP.1.

Column (g) of the table shows TSR based of the KRX index,

PAY VERSUS PERFORMANCE

	85	2023 PROXY STATEMENT

not of the KRX peer banks. The index performance is a

blend of 50 banks' stocks weighted by market

capitalization, which varies over time. Using market-cap

weighting gives the largest banks in the index a much

higher impact on index performance than the smallest

banks, and also favors the "winners" over time. In 2019

our Compensation Committee chose to rank our TSR

against the separate TSRs of the 50 peer banks in the

index, rather than compare our TSR to the TSR of the

index. Due to industry consolidation our size within the

context of the KRX index was changing, and membership

within the index also was changing as smaller regional

banks were acquired and community banks aggregated

into new small regional ones. Because TSR was (and is)

being used for 3-year awards, the Compensation

Committee believed that using the index alone would

mostly measure us against the top 10 or 20 banks rather

than all 50. Also, ROTCE was and still is used to rank us

among the 50 KRX index banks, and the Committee

believed using TSR in the same manner made sense.

Only One Group of the TSR PSUs has Vested. Only the

oldest of those PSUs with the TSR feature, from 2019,

have vested thus far. For those, the TSR calculation was

substantially impacted by our pending all-cash acquisition

by TD, which was announced before the TSR end-date

occurred.

Three-Year Adjusted ROTCE for the two most-recently

Vested PSUs was excellent. Our adjusted ROTCE

performance was 133% for the 2018 PSUs and 150% (the

maximum) for the 2019 PSUs. Both performance periods

were heavily impacted by the IBKC merger of equals,

though the gains and transaction expenses associated

with that merger were adjusted out of our ROTCE results.

Note that: the pending TD acquisition had no impact on

ROTCE; and, because ROTCE is a ratio rather than a dollar

number, the substantial increase in our size caused by the

IBKC merger did little to improve our ranking against

peers. ROTCE performance is improved by growing

earnings faster than common equity, and the IBKC merger

massively increased both our earnings and our common

equity. 

Our NIAC (net income available to common) rose and fell

appreciably during this period. The rise in 2020 was

driven by adding about 6 months of earnings from IBKC's

operations after that merger closed, plus a large

accounting gain from that transaction, moderated

significantly by unusually high provisioning for loan losses

during the pandemic plus merger-associated expenses.

NIAC in 2021 was bolstered by a full 12 months of

earnings from IBKC's operations along with partial release

of the large loan-loss reserves created in 2020. NIAC in

2022 fell modestly as provisioning returned to a more

normal pattern, along with a sharp drop in income from

fixed income and mortgage due to the sharply rising

interest environment, partly offset by improved loan

margins.

The ups and downs of our NIAC over these five years

generally parallel the ups and downs of our CEO's total

compensation reported in the SCT. As mentioned above,

the Committee does not manage the CEO's total direct

compensation against our net income, and does not use

the SCT's "total compensation" figure for any purpose.

However, the ups and downs of CEO's total compensation

under the SCT very roughly align with those of our NIAC,

as illustrated in the following graph. The CEO's TDC, which

includes "target" rather than earned bonuses, follows the

NIAC trends less closely but has risen as has NIAC.

PAY VERSUS PERFORMANCE

	86	2023 PROXY STATEMENT

Other Matters

The Board of Directors, at the time of the preparation and

printing of this proxy statement, knew of no other

business to be brought before the meeting other than the

matters described in this proxy statement. If any other

business properly comes before the meeting, the persons

named in the enclosed proxy will have discretionary

authority to vote all proxies in accordance with their best

judgment.

2024 Annual Meeting—Proposal & Nomination Deadlines

Rule 14a-8 Proposals

If you intend to submit a shareholder proposal for

inclusion in our proxy materials for the 2024 annual

meeting in accordance with Rule 14a-8 under the

Securities Exchange Act of 1934, as amended, it must be

received by the Corporate Secretary, First Horizon

Corporation, 165 Madison Avenue, Memphis, Tennessee,

38103, not later than November 13, 2023.

Proxy Access Nominations

If you would like to nominate a director for inclusion in

the proxy materials for our 2024 annual meeting in

accordance with Section 3.16 of our Bylaws (our proxy

access bylaw), such nomination must be submitted to the

Corporate Secretary, 165 Madison Avenue, Memphis,

Tennessee 38103 no earlier than 150 calendar days and

no later than 120 calendar days before the anniversary of

the date that the company mailed its proxy statement for

the prior year’s annual meeting of shareholders. Our

mailing date for the 2023 annual meeting is March 13,

2023, so a proxy access nomination would have to be

submitted not earlier than October 14, 2023 and not later

than November 13, 2023. If our annual meeting is not

scheduled to be held within 30 days before or 30 days

after the first anniversary date of the previous year’s

annual meeting, the nomination must be submitted by the

later of the close of business on the date that is 180 days

prior to the annual meeting date or the tenth day

following the date such annual meeting date is first

publicly announced or disclosed.

Other Proposals or Nominations

To be Brought before the 2024 Annual Meeting

Sections 2.8 and 3.6 of our Bylaws provide that a

shareholder who wishes to bring before a shareholder

meeting a director nomination or other proposal, outside

the processes that permit them to be included in our

proxy statement, must comply with certain procedures.

These procedures require written notification to us,

generally not less than 90 nor more than 120 days prior to

the date of the shareholder meeting. Such shareholder

proposals and nominations must be submitted to the

Corporate Secretary. Section 2.4 of our Bylaws provides

that our annual meeting of shareholders will be held each

year on the date and at the time fixed by the Board of

Directors. The Board of Directors has determined that our

2024 annual meeting will be held on April 23, 2024. Thus,

shareholder proposals and director nominations

submitted outside the processes that permit them to be

included in our proxy statement must be submitted to the

Corporate Secretary between December 25, 2023, and

January 24, 2024, or the proposals will be considered

untimely. If we give fewer than 100 days’ notice or public

disclosure of a shareholder meeting date to shareholders,

then we must receive the shareholder notification not

later than 10 days after the earlier of the date notice of

the shareholders’ meeting was mailed or publicly

disclosed. Untimely proposals may be excluded by the

Chairman of the Board, or our proxies may exercise their

discretion and vote on these matters in a manner they

determine to be appropriate. 

In order for shareholders to give timely notice of

nominations for directors for inclusion on a universal

proxy card in connection with the 2024 Annual Meeting,

notice must be submitted by the same deadline as

disclosed in this section above for submission of proposals

and nominations under Sections 2.8 and 3.6 of our Bylaws

and must include the information required by Section 3.6

of our Bylaws and by Rule 14a-19(b)(2) and Rule

14a-19(b)(3) under the Securities Exchange Act of 1934, as

amended.

OTHER MATTERS

	87	2023 PROXY STATEMENT

Availability of Annual Report on Form 10-K

A copy of our Annual Report on Form 10-K, including the

financial statements and schedules thereto, which is filed

with the SEC, is included as part of these proxy materials.

If you are a shareholder of record who did not receive a

printed copy of the Annual Report on Form 10-K but

would like one, you may obtain one free of charge upon

written request to the Treasurer, First Horizon

Corporation, P. O. Box 84, Memphis, Tennessee, 38101.

Each such written request must set forth a good faith

representation that as of the record date specified in the

notice of annual shareholders’ meeting the person making

the request was a beneficial owner of a security entitled

to vote at the annual meeting of shareholders. The

exhibits to the Annual Report on Form 10-K will also be

supplied upon written request to the Treasurer and

payment to us of the cost of furnishing the requested

exhibit or exhibits. A document containing a list of the

exhibits to Form 10-K, as well as a brief description and

the cost of furnishing each such exhibit, will accompany

the requested printed copy of Annual Report on Form 10-

K.

Pay Ratio of CEO to Median Employee

We are required to disclose a comparison of the 2022

total compensation of our CEO with that of our median-

paid associate. For that purpose, we selected the median

associate using total federally taxable income reported by

us for 2021 to the U.S. Internal Revenue Service. The

median associate was that person, employed by us at

year-end 2022, whose 2021 taxable income ranked at the

fiftieth percentile of all our associates other than the CEO.

For this purpose, all associates included part-time and

seasonal personnel as well as persons who joined us

during the year. Total compensation for our CEO in 2022,

calculated using the methodology reported in the

Summary Compensation Table section starting on page 64,

was $7,237,769. Total compensation for our median

associate for 2022, calculated using the same

methodology, was $64,069. The ratio of 2022 total

compensation for the CEO in relation to that for the

median associate is 113 to one.

The information disclosed in this section was developed

and is provided solely to comply with specific legal

requirements. We do not use any of this information in

managing our company. We do not believe this

information provides shareholders with a useful

mechanism for evaluating our management’s

effectiveness, operating results, or business prospects, nor

for comparing our company with any other in any

meaningful respect.

  BY ORDER OF THE BOARD OF DIRECTORS

Clyde A. Billings, Jr.

Senior Vice President,

Assistant General Counsel and

Corporate Secretary

March 13, 2023

OTHER MATTERS

	88	2023 PROXY STATEMENT