2025 Proxy Statement

March 17, 2025

Dear Fellow Shareholder:

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

invite you to attend our 2025 annual meeting of

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

29, 2025, 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 www.proxydocs.com/FHN. 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 2025 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 of that status as

described on page 2 of this proxy statement. Cameras and

recording devices will not be permitted at the meeting.

We 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 & Chief Executive Officer

Notice of Annual Meeting of Shareholders

April 29, 2025

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 29, 2025, in the Auditorium of the First Horizon Building, 165 Madison Avenue, Memphis, Tennessee

38103.

The items of business are:

1.Election of 12 directors to serve until the 2026 annual meeting of shareholders and until their successors are

duly elected and qualified.

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

3. Ratification of the appointment of auditors.

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

business on February 28, 2025 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.

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 7 of the proxy statement.

Shannon M. Hernandez

Senior Vice President,

Assistant General Counsel,

and Corporate Secretary

Memphis, Tennessee

March 17, 2025

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 and the advisory resolution to approve executive compensation

(vote items 1 and 2 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 8 of the proxy statement.


	1	2025 PROXY STATEMENT

TABLE OF CONTENTS


Proxy Summary ..................................................................	2	Vote Item 2—Say on Pay ...................................................	45
The Annual Meeting .....................................................................	2	Say on Pay Vote Last Year ..........................................................	45
Vote Items .....................................................................................	2	Alignment of Pay with Performance ...........................................	45
Performance Highlights ...............................................................	2	Say on Pay Resolution .................................................................	45
Board, Governance & Compensation Highlights .....................	4
		Vote Item 3—Auditor Ratification ...................................	46
Annual Meeting Matters ...................................................	6	Appointment of Auditors for 2025 ...............................................	46
		Auditor Fees Past Two Years ......................................................	46
Culture & Governance .......................................................	9	Pre-Approval Policy for Auditor's Services ................................	46
Our Firstpower Culture ................................................................	9
Our Awards ....................................................................................	10	Compensation Discussion & Analysis ..........................	48
Corporate Responsibility ..............................................................	10	CD&A Executive Summary ..........................................................	48
Corporate Governance .................................................................	12	CD&A Glossary .............................................................................	54
		Pay Components & Decisions ....................................................	54
Board Matters ......................................................................	13	Total Direct Compensation (TDC) .........................................	54
Independence & Categorical Standards ..................................	13	Salary .........................................................................................	54
Board Structure & Role in Risk Oversight .................................	15	Incentive Mix .............................................................................	55
Board Committees .......................................................................	18	Annual Cash Incentive .............................................................	55
Committee Charters & Composition .....................................	18	Long-Term Incentive Awards ..................................................	59
Audit Committee (incl'g Committee Report) .........................	19	Compensation Practices & Philosophies ..................................	60
Compensation Committee (incl'g Committee Report) ......	21	Peer Group & Market Benchmarking ...................................	61
Executive Committee ...............................................................	24	Deferral, Retirement, & Other Benefits .................................	61
Information Technology Committee .......................................	24	Clawback Policies & Practices ...............................................	63
Nominating and Corporate Governance Committee ..........	24	Equity Grant Processes ...........................................................	63
Risk Committee .........................................................................	26	Compensation Governance ...................................................	63
Compensation Comm. Interlocks & Insider Participation .......	26	Compensation Committee Report ..............................................	64
Director Meeting Attendance ......................................................	26
Executive Sessions of the Board ...............................................	27	Recent Compensation .......................................................	65
Communication with the Board ...................................................	27	Summary Compensation Table ...................................................	65
		Grants of Plan-Based Awards .....................................................	67
Director Compensation ...................................................	28	Supplemental Compensation Disclosures ................................	69
Directors in 2024 ...........................................................................	28	Awards Outstanding at Year-End ...............................................	69
Director Programs .........................................................................	28	Awards Exercised & Vested ........................................................	71
Director Compensation Table .....................................................	29
Awards Outstanding at Year-End ...............................................	30	Post-Employment Compensation ...................................	73
Director Awards Exercised & Vested ........................................	31	Pension Plans ................................................................................	73
		Nonqualified Deferred Compensation Plans ............................	74
Stock Ownership Information ..........................................	32	Employment & Termination Arrangements ................................	75
Policies on Insider Trading and Hedging ...................................	33
		Pay Versus Performance ..................................................	80
Vote Item 1—Election of Directors .................................	35
Board Composition & Processes ................................................	35	Other Matters ........................................................................	89
Board Experiences, Qualifications, Attributes and Skills ........	37	2026 Annual Meeting—Proposal & Nomination Deadlines ....	89
Nominees for Election ..................................................................	39	Availability of Annual Report on Form 10-K ..............................	90
		Pay Ratio of CEO to Median Employee ....................................	90


	2	2025 PROXY STATEMENT

PROXY SUMMARY

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 29, 2025
Place	The Auditorium of the First Horizon Building, 165 Madison Avenue, Memphis, Tennessee 38103
Record Date	February 28, 2025
Common Shares Outstanding	514,158,234 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 17, 2025.
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 12 nominees named in this proxy statement as directors for a one- year term.	FOR each nominee	35
Vote Item 2	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	45
Vote Item 3	Ratification of appointment of auditors. We are asking you to ratify the appointment of KPMG LLP as our auditors for 2025.	FOR	46

Performance Highlights

At First Horizon, our value is created through a focus on

three clear principles – safety and soundness, profitability,

and growth – in that order. We execute on these priorities

by operating in an attractive footprint with a distinctive

business model that performs across economic cycles.

Financial highlights for the year are built on these three

principles and include:

• Our net charge-off ratio for the full year of 18

basis points declined 10 basis points from the

prior year, highlighting the value of our

disciplined client selection and underwriting

process.

• We maintained strong capital levels, ending the

year with a CET1 ratio of 11.2%. Our strong

capital position supported $604 million of share

repurchases in 2024 and the approval of $1

billion of repurchase authority late in 2024.

• We delivered a strong net interest margin of

3.35%, despite declining interest rates in the

second half of the year.

• Total loans grew 3% and total deposits grew by

2% compared to 2023 average balances despite

very competitive market conditions and only

modest economic growth.


	3	2025 PROXY STATEMENT

PROXY SUMMARY

• Our one-year total shareholder return in 2024

was +47.66%, meaning that a $100 investment

made at year-end 2023 would have grown to

$147.66 by year-end 2024, with dividends

reinvested.

In 2024 we focused on several long-term strategic

projects, including:

Operational Quality Initiatives. We reorganized

how we manage our businesses, including

responsibility changes throughout middle, upper,

and senior management. Through a cross

functional team and formalized process, our

Quality Council completed more than 300

projects that enhance our ability to deliver

exceptional associate and client experiences. Our

Strategic Investment Board reviewed and

approved projects across all business areas to

ensure that they furthered our major priorities,

including delivery of automation capabilities that

leverage artificial intelligence, robotic process

automation and other digital integrations.

Through all these initiatives, we sought to live up

to the promise of our marketing slogan: Big Bank

Muscle, Small Bank Hustle.

Technology Transformation. We began

implementing multi-year plans to transform our

digital systems to enhance reliability, security,

ease of use, productivity, and scalability. We aim

to invest in data analytics to enable better client

service as well as better fraud and intrusion

detection and mitigation, to support heightened

regulatory expectations as we grow in size, and

to enable our retail strategy.

Retail Strategy. By the end of 2024 we created a

roadmap to replace our consumer digital

platform and put into place plans to expand or

enhance specific products and product groups.

We also implemented plans to enhance our

presence in several specific retail markets by

closing some financial centers and opening

others, resulting in a net expansion of our

network and an improvement in the efficiencies

of our physical facilities. In support of these

plans, we refocused associate hiring and training

to emphasize specific skills and implemented

systems, processes, and policies to improve

performance management and profitability while

maintaining or improving client experience.

In 2024, we celebrated our 160th year in business,

honoring our predecessors, associates, clients, partners,

communities and shareholders, all of whom have

contributed to making First Horizon the highly-regarded

financial institution it is today. In recognition of this

milestone, we initiated a special Grants for Good

Campaign through the First Horizon Foundation, awarding

$1.6 million to 160 nonprofit organizations across our

footprint. Overall, awards from our Foundations totaled

approximately $20 million for the year, with 51%

dedicated to low- and moderate-income communities.

Tragically, during the year, a number of our communities

were devastated by natural disasters. Our team

responded by providing immediate and long-term support

to affected associates, clients and communities, truly

embodying our pledge to be “Here for Good” for each of

the communities we serve.


	4	2025 PROXY STATEMENT

PROXY SUMMARY

Board, Governance & Compensation Highlights

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

corporate responsibility, governance, and 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	12	35
Independence % of director nominees	92% (11 of 12)	13
Independence on key* board committees	100%	18
Is there majority voting for directors (in uncontested elections)?	Yes	7
Must director tender resignation if fails to receive majority vote?	Yes	35
Average director nominee age	63 years	39-44
Average director nominee tenure	9.3 years	39-44
Board refreshment	7 new directors in the past 5 years	39-44
Does the company disclose a director skills matrix?	Yes	38
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	35
Does the company disclose stock ownership guidelines for directors?	Yes	63
Mandatory retirement age**	72, for non-employee directors	35-36
Retirement age waivers	Board may waive each year for up to 3 additional terms	35-36
Resignation tender if director has major job change (other than promotion)?	Yes	35-36
Director nominees on more than two other public company boards	None	39-44
Annual Board & committee self-evaluations?	Yes	37
Annual individual director evaluations?	Yes	37
Third party engaged to conduct Board and director evaluations?	Yes; every 3 years or as determined by the Nominating and Corporate Governance Committee	37
Incumbent director attendance at Board & committee meetings	Average attendance > 96%	26
Total Board meetings held in 2024	4	26
Total Board committee meetings held in 2024	45	26
Do directors meet in executive session without management?	Yes, generally at each regular Board meeting	27

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

* * Under the provisions of our merger agreement with IBERIABANK Corporation, the mandatory retirement provisions did not apply to director nominees

Compton, Davidson, Jordan, Kemp, Maples, Palmer, Reed, Stewart or Taylor from the closing date of the merger (July 1, 2020) until the third anniversary of

the merger (July 1, 2023).


	5	2025 PROXY STATEMENT

PROXY SUMMARY

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?	Four Series: B, C, E, and F
Outstanding shareholder rights plan?	No
Proxy access bylaw?	Yes
Exclusive forum bylaw?	Yes

*See our Amended and Restated Charter and our Bylaws, as amended and restated, 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	12
Code of Ethics for Senior Financial Officers?	Yes	12
Compliance and Ethics Program Policy?	Yes	12
Board oversight of cybersecurity?	Yes, by Risk Committee	16
Audit committee financial experts?	3 currently serve on Audit Committee	19

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	45
Clawback policies?	Yes*	63
Clawback features in award plans?	Yes, long-term and annual bonus	63
Below-market options allowed?	Only in substitution, in a merger, limited to 5% of plan authorization	52
Stock ownership guidelines for executives?	Yes	63
Executive-level employment agreements?	1, with the CEO**	75
Portion of CEO's 2024 TDC that is at risk for performance	86%	51
Change in control (CIC) severance program?	Yes; executive plan & legacy agreements	77
Single-trigger CIC severance benefits?	No	77
Range of CIC severance benefit	1.5 to 3.0 times salary & bonus	77
Named Executive Officers in CIC severance program	5 out of 5	77
Tax gross-up paid on CIC severance benefit?	No	77

*Our Compensation Recovery Policy and our Erroneously Awarded Compensation Recovery Policy are both available on our website at https://

ir.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”).

** See Jordan Employment Agreement beginning on page 75 for details.


	6	2025 PROXY STATEMENT

ANNUAL MEETING MATTERS

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 12 directors; to

vote on an advisory resolution to approve executive

compensation (“say on pay”); and to ratify the

appointment of KPMG LLP as our independent auditors for

2025.

Date, Time and Place

The annual meeting of the holders of our common stock

will be held on Tuesday, April 29, 2025, at 8:00 a.m.

Central Time in the Auditorium of our principal executive

offices, 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 2025 annual meeting of shareholders, this proxy

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

ended December 31, 2024, 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 17, 2025, 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

impact of delivering paper notices by signing up to receive

all of your future proxy materials electronically.


	7	2025 PROXY STATEMENT

ANNUAL MEETING MATTERS

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 12 directors to serve until the 2026 annual

meeting of shareholders and until their successors are

duly elected and qualified.

2.Approval of an advisory resolution to approve

executive compensation ("say on pay").

3.Ratification of the appointment of KPMG LLP as our

auditors for 2025.

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 Sodali & Co., 333 Ludlow

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

solicitation of proxies for a fee of $11,000, a fee of $2,500

for administration, technology, and research and data

services, and out-of-pocket expenses. An additional

charge of $6.50 per holder will be incurred should we

choose to have Sodali & Co. 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, E or F),

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 514,158,234 shares of

common stock outstanding and entitled to vote as of

February 28, 2025, 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 35. 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

“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 and to ratify the appointment

of auditors.


	8	2025 PROXY STATEMENT

ANNUAL MEETING MATTERS

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 and the advisory resolution to

approve executive compensation (vote items 1 and 2 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 3).

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 2025 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 2025 annual meeting.

Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting

to be held on April 29, 2025

This proxy statement, our proxy card, and our annual report on Form 10-K are available at

www.proxydocs.com/FHN. Also available there is a letter to shareholders discussing our 2024 activities

and performance.


	9	2025 PROXY STATEMENT

GOVERNANCE & CULTURE

Culture & Governance

Our Firstpower Culture

Our 160-year history is rooted in our people-focused

culture, centered around teamwork and collaboration to

achieve best in class results. Everything we do is aligned

with our Purpose, Core Values and Commitment, holding

ourselves to the highest standards of ethical conduct and

operational excellence.

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.

▪ Expand Access—Make it easy to work, invest and do

business with us.

▪ 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.

Continuously adapting to the changing needs and

expectations of our workforce remains a priority to ensure

we attract and retain top talent, have a highly engaged

workforce and are well positioned to effectively support

and serve our associates, clients, communities and

shareholders.

We strive to offer a workplace in which our associates feel

valued, motivated and empowered to grow and excel.

In addition to competitive health care benefits, wellness

programs and parental and care-giver support, we offer

professional development opportunities through

mentoring and career development programs. Associates

can actively engage with their colleagues at work and be

involved in the community in a variety of ways, including

through volunteerism and by participating in our

numerous associate resource groups.

We regularly communicate through a variety of channels

and seek input through formal surveys and through the

Firstpower Council, a group of associates representing

various areas of the company that provides direct

feedback on opportunities to enhance our culture and

organizational effectiveness. In 2024, we launched HR

Help, a new associate self-service platform, providing

detailed information designed to broaden the knowledge

and support the total health of every associate.

At December 31, 2024, First Horizon had:

• 7,252 associates, or 7,155 full-time-equivalent

and 97 part-time-equivalent associates, not

including contract labor for certain services:

◦ 65% white, 20% African American, 9%

Hispanic, 3% Asian, and 2% other races

or ethnicities

◦ 62% female and 38% male

◦ 4% have disabilities

• 1,230 corporate managers:

◦ 74% white, 14% African American, 7%

Hispanic, 2% Asian, and 2% other races

or ethnicities

◦ 54% female and 46% male

◦ 2% have disabilities

• 37 members of the CEO's Operating Committee

(composed of the CEO and senior leaders from

across the organization):

◦ 84% white, 11% African American, 0%

Hispanic, 5% Asian, and 0% other races

or ethnicities

◦ 46% female and 54% male


	10	2025 PROXY STATEMENT

GOVERNANCE & CULTURE

Awards and Recognition

First Horizon strives every day to strengthen the lives of our associates, clients and communities, and we are honored to be

recognized for our efforts. In addition to numerous local, regional and industry awards, we received national recognition in

2024, including the following:


World's Best Companies America's Best Mid-Size Companies Time Magazine	America's Most Responsible Companies Newsweek

America's Best-In-State Banks (AL, TN) America's Best Employers for Women Best Employers for New Grads America's Dream Employers Forbes Magazine	13 Middle Market Awards 19 Small Business Banking Awards Greenwich Coalition

Most Powerful Women in Banking Most Powerful Women in Banking: Team Most Powerful Women in Banking: Next American Banker	Top 100 Most Adoption-Friendly Workplaces Dave Thomas Foundation for Adoption

Recognized Employer Vets Indexes

Corporate Responsibility

Operating responsibly is important to the growth and

future of our organization. Our corporate responsibility

strategy remains centered around five interrelated pillars

– Governance, Associates, Clients, Communities and

Environment. We continue to engage with our

stakeholders, advisors, peers and industry groups to

evolve our strategy in response to a dynamic operating

environment. We continue to track regulatory changes,

client sentiment and industry expectations. We engage

with our stakeholders regularly to help keep us informed

on the topics that matter most to them and to guide our

strategy as we continue to navigate the changing

landscape.

Our Nominating and Corporate Governance Committee

has oversight responsibility for First Horizon's

management of and commitment to environmental, social

and governance matters and reporting, while

management is responsible for execution of our initiatives

in these areas. Management provides updates on these

matters to the Nominating and Corporate Governance

Committee at each regularly scheduled Committee

meeting. Sustainability priorities are implemented

through the efforts of a team of associates, led by one

officer who has primary day-to-day responsibility for these

matters, as well as through the efforts of a working group

and several task forces. We continue to focus on

qualitative and quantitative measurements to monitor our

progress, engage with our advisors, and operationalize

solutions.


	11	2025 PROXY STATEMENT

GOVERNANCE & CULTURE

Corporate Responsibility - 2024 Highlights

Environmental

• Reduced Scope 1 & 2 (unaudited) location-based GHG emissions by 39% as of year-end 2023 (using 2019 as baseline

year).

• Published 2023 Here for Good report (in summer 2024) with enhancements to align with industry and stakeholder

expectations.

• Conducted climate related disclosure gap assessment.

• Responded to Carbon Disclosure Project questionnaire.

• Joined Woods Hole Oceanographic Institution’s National Chapter.

• Supported environmental, community and nature-based projects, including blue carbon and ocean alkalinity research.

Strategy. Refreshed focus areas with enhancements identified through stakeholder assessment and gap analysis, adding

strategic enablers to guide execution of our strategic priorities.

Social

Community Investment/Philanthropy

• In celebration of our 160-year anniversary, we launched our Grants for Good program to celebrate our Company’s

strength and stability over the years. The First Horizon Foundation awarded 162 grants for a total of $1.6 million.

• Over $20 million distributed to nonprofits from the First Horizon Foundations in 2024.

• Over 25,000 hours of service performed by associates (inclusive of CRA service hours).

CRA

• Over $15 million of 2024 foundation funds dedicated to low- and moderate-income communities.

• Continued to support financial literacy through Operation HOPE, Junior Achievement, and other programs.

• 2024 associate CRA service hours totaled over 14,000.

• Over $320 million in community development loans.

• Over $240 million in community development investments.

Wellness & Benefits

• Continued to provide tools, resources and support to promote associates’ financial, emotional and physical well-being.

• Provided LinkedIn Learning Licenses for all associates.

• Added Service Recognition Weeks to provide an additional paid time off for milestone service anniversaries, starting

with 25th service anniversary.

• Added an Inclusion Day for associates to provide paid time off to participate in a variety of celebrations or events that

are meaningful to them.

Engagement and Disclosure

Disclosure. Published updated Here for Good report in 2024.

Stakeholder Assessment. Reviewed data and feedback from stakeholder assessment conducted in late 2023 to refine areas

of focus and identify risks and opportunities.

Ratings. Enhanced Here for Good report to provide information on topics identified through rating agency gap analysis

performed in late 2023.

Shareholder Engagement

Dialogue with our shareholders is a critical part of our

company's success. To remain aligned with the investor

community, in 2024 we continued to reach out to our

shareholders proactively to solicit their feedback and

perspectives on a variety of topics. We engaged with

shareholders through investor meetings, sell-side

conferences, earnings calls and non-deal roadshows.

In 2024, senior management and three non-employee

directors—Messrs. Compton, Maples, and Reed—met

with a large (greater than 5%) institutional shareholder. As

mentioned below, Mr. Compton chairs the Board's

Nominating and Corporate Governance Committee, Mr.

Maples chairs the Board's Compensation Committee, and

Mr. Reed is our Lead Director. Those present discussed

corporate governance (metrics, practices, and the like),

recent financial and operating results, risk management

organization and practices, and related topics.

Also in 2024, our head of Investor Relations held meetings

with certain shareholders. Topics primarily concerned

corporate governance matters, including traditional

governance as well as environmental and social topics.


	12	2025 PROXY STATEMENT

GOVERNANCE & CULTURE

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 policies, 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

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


	13	2025 PROXY STATEMENT

GOVERNANCE & CULTURE

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.

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 (two of whom, Mr. Barton and Ms. Sugrañes,

will retire and not stand for re-election at the annual

meeting). 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 and 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 and Corporate Governance Committee,

has adopted the categorical standards set forth below. In

making its independence determinations, each of the

Board and the Nominating and 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 and Corporate

Governance Committee, determined that all 13 of our

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

Compton, Dietrich, Kemp, Maples, Reed, and Taylor and

Mses. Carboni, Davidson, Palmer, Stewart, and Sugrañes)

are independent under the NYSE listing standards and that

two former non-employee directors who each served

during part of 2024 (John N. Casbon and William H.

Fenstermaker) were independent under the NYSE listing

standards during the time that each served. Mr. Jordan, as

our current Chairman of the Board, President and Chief

Executive Officer, is not independent. 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”).


	14	2025 PROXY STATEMENT

BOARD MATTERS

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. Brown and Mses. Carboni,

Davidson and Stewart); treasury management

products (Mr. Compton); loans (including mortgage

loans and loans secured by obligations of a director-

affiliated entity), letters of credit, guaranties, credit

cards, lease financing, and/or other lines of credit

(Messrs. Barton, Dietrich, Fenstermaker, Kemp,

Maples, and Reed); broker/dealer services (Messrs.

Fenstermaker and Reed); financial planning/family

office services (Mr. Reed); trust services (Ms.

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

deposit boxes (Mr. Compton); purchasing card

services (Mr. Fenstermaker), and currency exchange

(Mr. Compton).

• Payment by the company to a business entity or

charitable, educational, industry or professional

organization 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: fees for sponsorships (Ms. Davidson

and Mr. Compton); membership dues (Ms. Davidson

and Mr. Kemp); shipping and print services (Mr.

Dietrich); accommodation expenses for business

travel by associates of the company (Mr. Reed).

• 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

(Messrs. Barton, 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


	15	2025 PROXY STATEMENT

BOARD MATTERS

(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

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. For a

two-year period after the closing of the merger of equals

with IBKC in 2020, IBKC's former President and CEO served

as Executive Chairman of the Board of First Horizon and

the Bank, with Mr. Jordan continuing in the roles of

President and CEO. In 2022, Mr. Jordan again assumed

the role of Chairman of the Board while continuing as

President and CEO as well.

Current Leadership Structure

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


	16	2025 PROXY STATEMENT

BOARD MATTERS

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

normally incident to the position and as may be assigned

by the Board.

Mr. Reed, who is independent under the listing standards

of the NYSE, is currently serving as Lead Director for the

Board. 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 First Horizon 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 non-management 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 2024 concluded with such an executive

session. The Board itself has a high degree of

independence, with 13 of the 14 current directors

qualifying as independent under the NYSE listing

standards. In addition, the Board values the fresh

perspectives brought by new directors: 7 of our 14 current

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 and 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 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


	17	2025 PROXY STATEMENT

BOARD MATTERS

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, strategic, credit, market,

operational, compliance, legal, liquidity, and capital

adequacy 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

reports, regulatory correspondence and actions; to review

First Horizon’s capital 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 artificial intelligence and

information security (including cybersecurity) risks and the

steps taken to monitor, mitigate and control them. The

Committee’s charter specifically states that the

Committee may meet separately in executive session with

any of the Chief Risk Officer, Chief Credit Officer, Chief

Human Resources Officer, or Chief Audit Executive 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 Credit Assurance

Services Director, who reports functionally to the Board

through the Committee, that he or she is expected to

provide the Committee summaries of and, as appropriate,

significant reports to management prepared by the

department and management’s responses thereto; to

approve the department’s Annual Review Plan, schedule

of activities, resource requirements, and charter; to meet

quarterly with the Credit Assurance Services Director in

separate executive session to discuss any matters that the

Committee or the Credit Assurance Services Director

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

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


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BOARD MATTERS

Risk within The Compensation Committee, which begins

on page 21.

Nominating and Corporate Governance Committee. The

Nominating and 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 environmental, social and governance

matters and 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 and Corporate Governance Committee and

the Risk Committee. 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 and 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, 2024 through the filing

of this proxy statement unless otherwise indicated in

notes following the table.

Committees of the Board


AUDIT	COMPENSATION	EXECUTIVE	INFORMATION TECHNOLOGY	NOMINATING AND CORPORATE GOVERNANCE	RISK
Mr. Barton	Mr. Brown	Mr. Barton	Ms. Carboni	Mr. Compton (C)	Mr. Barton
Ms. Carboni	Ms. Davidson	Mr. Brown	Mr. Kemp	Mr. Dietrich	Mr. Brown
Ms. Davidson	Mr. Dietrich	Mr. Compton	Ms. Stewart (C)	Mr. Kemp	Mr. Compton
Mr. Kemp	Mr. Maples (C)	Mr. Jordan	Ms. Sugrañes	Mr. Taylor	Mr. Jordan
Ms. Palmer (C)	Ms. Palmer	Mr. Maples			Mr. Maples
Ms. Sugrañes	Mr. Reed	Ms. Palmer			Ms. Palmer
		Mr. Reed (C)			Mr. Reed (C)
		Ms. Stewart			Ms. Stewart
		Mr. Taylor			Mr. Taylor

Mr. Brown joined our Board on January 27, 2025 and became a member of the Compensation, Executive, and Risk

Committees. Ms. Davidson left the Information Technology Committee and became a member of the Compensation

Committee on April 22, 2024. Mr. Dietrich joined our Board on January 22, 2024 and became a member of the

Compensation and Nominating and Corporate Governance Committees at that time. Ms. Stewart left the Audit Committee

and joined the Executive and Risk Committees on April 22, 2024. Mr. Taylor joined the Nominating and Corporate

Governance Committee on April 22, 2024.

Mr. Barton left the Information Technology Committee and joined the Executive and Risk Committees on April 22, 2024.

Mr. Barton and Ms. Sugrañes will not be standing for re-election at the 2025 annual meeting and will be retiring at that

time.

Mr. Casbon served as a member of the Compensation, Executive, and Risk Committees until his retirement on April 23,

2024. Mr. Fenstermaker served as a member of the Executive, Nominating and Corporate Governance, and Risk

Committees until his retirement on April 23, 2024.


	19	2025 PROXY STATEMENT

BOARD MATTERS

Audit Committee

Overview

The Audit Committee was established by our Board of

Directors and operates under a written charter that was

last amended in 2024, in large part in response to the

2024 Global Internal Audit Standards recently

promulgated by the Institute of Internal Auditors

(effective in 2025) to provide that the Committee would

help management determine the internal auditor’s

qualifications, review his performance, specifically

consider whether the scope of the audit plan and

department budget are sufficient, review the quality

assurance program results and discuss the fundamental

conditions for an effective internal audit function. In 2024,

the Committee met 12 times for the principal purpose of

executing its responsibilities under the Committee’s

charter. Eight 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. Davidson. The Board of Directors has determined

that Wendy P. Davidson (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.

Ms. Davidson received a Bachelor of Arts from Luther

College and has also completed Harvard Business School

executive education programs in strategic financial

analysis for business valuation and in general

management/country management. Over the course of

her 30 year career, Ms. Davidson has served in various

positions with Tyson Foods, Inc., McCormick & Company,

Inc., Kellogg Company and Glanbia plc, culminating in her

current positions as President and Chief Executive Officer

and a director of The Hain Celestial Group, Inc. (“Hain

Celestial”). In fiscal year 2024, Hain Celestial had

approximately $1.7 billion in total revenue. As President

and CEO of Hain Celestial, Ms. Davidson is responsible for

the financial statements of the company. She actively

supervises the company’s chief financial officer, who

reports directly to her, regularly reviewing the company’s

results in detail and discussing with the CFO issues relating

to its financial statements, including issues relating to its

estimates, accruals and reserves. She meets quarterly

with Ernst & Young LLP to discuss financial statement and

accounting matters and annually signs a certificate for

Hain Celestial in connection with the certification process

for the Sarbanes-Oxley Act and a management

representation letter for Ernst & Young in connection with

the firm’s audit of the financial results of Hain Celestial

(the financial statements of which were audited in

accordance with generally accepted accounting

principles). Ms. Davidson regularly receives reports on the

work of Hain Celestial’s Risk Management and Global

Response Committees, whose oversight responsibilities

include accounting risks and internal controls. She has

served on First Horizon’s Audit Committee since 2019.


	20	2025 PROXY STATEMENT

BOARD MATTERS

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

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 and

chair 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, Ms. Davidson 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 2024. As

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

Horizon is responsible for the 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, 2024. 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


	21	2025 PROXY STATEMENT

BOARD MATTERS

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

the written disclosures and the letter (or other written

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 Mses. Davidson and

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, 2024 filed with the

SEC.

Submitted by the Audit Committee of our Board of

Directors.

Audit Committee

Vicki R. Palmer, Chair

Harry V. Barton, Jr.

Velia Carboni

Wendy P. Davidson

J. Michael Kemp, Sr.

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 2024

to make minor updates.

All directors who served on the Committee during any

portion of 2024, 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 2024), 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


	22	2025 PROXY STATEMENT

BOARD MATTERS

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

administer plan-committee functions under our various

executive-level compensation plans. Under the charter, 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 a

similar provision concerning their respective plan

committees. The charter stipulates that if a Committee

member is disqualified under this test, then that member

must recuse him- or herself from participating in decisions

impacted by the 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 this test 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 2024, the Committee met five

times for the principal purpose of executing its

responsibilities under the Committee’s charter; two of the

meetings included an executive session during which

management was not present.

Director Compensation

The Committee periodically conducts a review of our

director compensation program. The last comprehensive

review took place in April 2024. 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


	23	2025 PROXY STATEMENT

BOARD MATTERS

presented by management to the Committee for review

and discussion. The CEO ultimately oversees these

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 2024, 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 this year's review, management conducted a

risk and culture assessment of all incentive plans

company-wide, and generally of the top three tiers of

management. The incentive plan assessment evaluated

control effectiveness and adherence to sound risk

management principles as well as regulatory expectations.

The assessment concluded that each incentive plan

utilized design and control features which resulted in a

low level of residual risk. The “tone from the top”

assessment evaluated leadership performance and

behaviors against risk management expectations, and

sought to ensure appropriate compensation adjustment

or coaching for any persons who failed to meet

expectations. The results of this assessment showed that

substantially all leaders adhered to risk management

expectations, and those who did not experienced

appropriate consequences. All assessment results were

reported to the Committee in early 2025.


	24	2025 PROXY STATEMENT

BOARD MATTERS

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.

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 48. 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

Jeffrey J. Brown

Wendy P. Davidson

John W. Dietrich

Vicki R. Palmer

Colin V. Reed

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 2023 to add as a

specific duty the oversight of trust and other fiduciary

activities. During 2024, the Committee met eight times.

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 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 2024 for the principal

purpose of executing its responsibilities under its charter.

Nominating and Corporate Governance Committee

In General

The Nominating and Corporate Governance Committee

operates under a written charter that was last amended in

2021. The purposes of the Nominating and 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 therein. The Committee met four times in

2024 for the principal purpose of executing its

responsibilities under its charter and took action by

written consent jointly with the Board one time.


	25	2025 PROXY STATEMENT

BOARD MATTERS

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.

Director Nominations, Qualifications, and

Considerations

With respect to the nominating process, the Nominating

and Corporate Governance Committee in accordance with

the Corporate Governance Guidelines 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, taking into

consideration such factors as it deems appropriate, which

may include:

• 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, and the needs of the

Company.

The Board considers such criteria based on the

recommendation of the Committee; however, there is no

other requirement or policy with regard to the

consideration of diversity or any other specific factors or

criteria. Rather, the Corporate Governance Guidelines

expressly provide that the Nominating and 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.

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 and 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 and 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

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.


	26	2025 PROXY STATEMENT

BOARD MATTERS

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 89 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 2026 Annual

Meeting are available on page 89 of this proxy statement.

Risk Committee

The Risk Committee operates under a written charter that

was amended and restated in 2024 to revise the list of

risks included in the duties and responsibilities of the

Committee and to clarify the Committee's role in the

capital stress testing process. The charter was amended

and restated again in January of 2025 to provide that the

Credit Assurance Services Director would report to the

Board through the Committee and to specifically allow for

executive sessions of the Committee with the Chief Credit

Officer, Chief Human Resources Officer, or Chief Audit

Executive (in addition to the Chief Risk Officer) in the

Committee's discretion.

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, the Committee 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.

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 2024

and took action by written consent once, in every case for

the principal purpose of executing its responsibilities

under its charter.

Compensation Committee Interlocks & Insider Participation

Mr. Casbon (who retired as a director on April 23, 2024),

Messrs. Dietrich, Maples, and Reed, and Mses. Davidson

and Palmer, all non-employee directors, served as

members of the Board of Director’s Compensation

Committee during 2024. No interlocking relationships

existed with respect to any of the members of the

Committee.

Director Meeting Attendance

During 2024, the Board of Directors held four meetings (all

of which took place over a period of two days) and took

action by written consent three times, one of which was

taken jointly with the Nominating and Corporate

Governance Committee. The Audit Committee held twelve

meetings, the Compensation Committee held five

meetings, the Executive Committee held eight meetings,

the Information Technology Committee held four


	27	2025 PROXY STATEMENT

BOARD MATTERS

meetings, the Nominating and Corporate Governance

Committee held four meetings, and the Risk Committee

held eight meetings and took action by written consent

once. The average attendance at Board and committee

meetings by our incumbent directors exceeded 96

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 2024. 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 2022

and one director in 2023.

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 2024, these

standards for executive sessions were met by our Board.

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 and 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.


	28	2025 PROXY STATEMENT

DIRECTOR COMPENSATION

Director Compensation

Directors in 2024

Fourteen directors currently serve on our Board, one of

whom was first elected in 2025. Fifteen served during

2024, two of whom retired in April. One of our directors,

D. Bryan Jordan (our Chairman and Chief Executive

Officer), is an officer and employee. Our fourteen non-

employee directors who served during part or all of 2024

are:

Table DC.1

Non-Employee Directors in 2024


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

Mr. Casbon and Mr. Fenstermaker retired at the 2024

annual meeting. Jeffrey J. Brown was first elected to our

Board in 2025 and received no compensation during or

related to 2024.

Background information concerning each of our nominees

for director is provided in the discussion captioned

Nominees for Election under vote item 1 beginning on

page 35.

Mr. Jordan was paid during 2024 as an officer, but was not

paid for Board service. No director program discussed in

this Director Compensation discussion applies to him. No

other director or retired director mentioned in this proxy

statement is an employee of ours. For information

concerning the compensation of Mr. Jordan, see

Compensation Discussion & Analysis (CD&A), Recent

Compensation, and Post-Employment Compensation

beginning on pages 48, 65, and 73, 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 2024-2025 cycle are shown in table DC.2:

Table DC.2

Annual Director Compensation Rates


Item	Ann. Amt.
Base Retainer – cash portion:	$90,000
Base Retainer – RSU portion:	$140,000
Additional Retainers (all cash):
Lead director	$50,000
Outside Chairman of the Board	$125,000
Chair – Audit	$40,000
Chair – other committee	$35,000
Non-Chair Service – Audit, Exec., Risk	$15,000
Non-Chair Service – Comp., NCG, IT	$10,000

In 2022 the Executive & Risk Committee was split into

separate committees. Directors receive only one

additional retainer if they serve on both the Executive

Committee and the Risk Committee.

Director pay levels generally are considered for

adjustment every three years. Director pay levels were

last adjusted starting in April 2024 for the current pay

cycle, benchmarked to peer market practices.

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 annually, 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

indexed to the performance of certain mutual funds

selected by the director.


	29	2025 PROXY STATEMENT

DIRECTOR COMPENSATION

Prior to 2006, directors could receive long-duration stock

options in lieu of fees under certain deferral plans. The

last of those options held by a current director expired in

January 2024.

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 2024

plan year, the interest rate was 12.04% for Ms. Palmer,

who is the only active participant. For 2025, the rate

increased to 12.25%, 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 2024 are shown, whether or not they are nominated for election at the 2025 annual meeting.

Table DC.3

Director Compensation 2024


(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	139,986	—	—	—	25,000	254,986
Ms. Carboni	2,500	254,991	—	—	—	—	257,491
Mr. Casbon 1	22,500	—	—	—	—	—	22,500
Mr. Compton	27,500	279,987	—	—	—	—	307,487
Ms. Davidson	—	254,991	—	—	—	—	254,991
Mr. Dietrich	102,500	170,470	—	—	—	—	272,970
Mr. Fenstermaker 1	32,500	—	—	—	—	—	32,500
Mr. Kemp	92,813	171,243	—	—	—	—	264,056
Mr. Maples	—	279,987	—	—	—	—	279,987
Ms. Palmer	146,750	139,986	—	—	19,985	—	306,721
Mr. Reed	138,750	186,247	—	—	—	25,000	349,997
Ms. Stewart	132,500	139,986	—	—	—	25,000	297,486
Ms. Sugrañes	108,750	139,986	—	—	—	—	248,736
Mr. Taylor	108,750	139,986	—	—	—	—	248,736

1 Retired at the 2024 Annual Meeting of Shareholders. Did not receive stock awards for 2024-25.

Explanations of certain columns follow:

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

employee directors during calendar 2024. 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 65. 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.

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.


	30	2025 PROXY STATEMENT

DIRECTOR COMPENSATION

Awards Outstanding at Year-End

All non-employee directors receive annual RSU awards, as

presented in Table DC.4. No non-employee director holds

any stock options. All RSU awards shown were unvested at

year-end. Awards held by Mr. Jordan are omitted from the

table; see Awards Outstanding at Year-End beginning on

page 69 for information about his awards. Mr. Casbon and

Mr. Fenstermaker held no RSU or other awards at year-

end and are omitted from Table DC.4.

Table DC.4

Outstanding Equity Awards at Year-End 2024 Held by Non-Employee 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	—	—	—	9,414	189,598
Ms. Carboni	—	—	—	17,148	345,361
Mr. Compton	—	—	—	18,829	379,216
Ms. Davidson	—	—	—	17,148	345,361
Mr. Dietrich	—	—	—	11,598	233,584
Mr. Kemp	—	—	—	11,516	231,932
Mr. Maples	—	—	—	18,829	379,216
Ms. Palmer	—	—	—	9,414	189,598
Mr. Reed	—	—	—	12,525	252,254
Ms. Stewart	—	—	—	9,414	189,598
Ms. Sugrañes	—	—	—	9,414	189,598
Mr. Taylor	—	—	—	9,414	189,598

Explanations of certain columns follow:

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

are RSUs that will vest on April 22, 2025.

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

market price of our common stock ($20.14/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.


	31	2025 PROXY STATEMENT

DIRECTOR COMPENSATION

Director Awards Exercised & Vested

Table DC.5 provides information about stock options

exercised during 2024 by our non-employee directors as

well as RSUs that vested during 2024. Amounts in columns

exercise or vesting dates and dividend equivalents paid.

Information for Mr. Jordan is omitted from this table; see

Awards Exercised & Vested beginning on page 71 for

information about his awards.

Table DC.5

Director Options Exercised & Stock Awards Vested During 2024


(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	—	—	12,086	187,454
Ms. Carboni	—	—	9,369	168,455
Mr. Casbon	—	—	6,955	107,872
Mr. Compton	—	—	6,955	107,872
Ms. Davidson	—	—	12,086	187,454
Mr. Dietrich 1	—	—	—	—
Mr. Fenstermaker	—	—	6,955	107,872
Mr. Kemp	—	—	6,955	107,872
Mr. Maples	—	—	13,226	205,135
Ms. Palmer	—	—	6,955	107,872
Mr. Reed	—	—	8,950	138,815
Ms. Stewart	—	—	6,955	107,872
Ms. Sugrañes	—	—	6,955	107,872
Mr. Taylor	—	—	6,955	107,872

1 First elected to the Board in January 2024. No RSU awards vested during 2024.


	32	2025 PROXY STATEMENT

STOCK OWNERSHIP INFORMATION

Stock Ownership Information

As of December 31, 2024, there were 8,317 shareholders

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

were four 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, 2024 . Certain information concerning

beneficial ownership of our common stock by those

persons as of December 31, 2024 (or the date noted for

each beneficial owner in the text below the table), 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
The Bank of New York Mellon Corporation	37,131,162	7.00%
BlackRock	61,787,102	11.50%
State Street Corporation	27,702,979	5.20%
The Vanguard Group, Inc.	56,946,272	10.19%

*Addresses and information on nature of beneficial ownership appear

in the text below.

The Bank of New York Mellon Corporation. The

information in the table above with respect to The Bank of

New York Mellon Corporation is based on information set

forth in Amendment No. 1 to Schedule 13G, filed with the

Securities and Exchange Commission on January 23, 2025,

as of December 31, 2024, by The Bank of New York Mellon

Corporation, on behalf of itself and its subsidiaries, BNY

Mellon Trust of Delaware, The Bank of New York Mellon,

BNY Mellon, National Association, Newton Investment

Management Limited, BNY Mellon Securities Corporation,

BNY Mellon ETF Investment Adviser, LLC, BNY Mellon

Investment Adviser, Inc, BNY Mellon Advisors, Inc., Mellon

Investments Corporation, Newton Investment

Management North America, LLC, Pershing LLC, Newton

Management Limited, BNY Mellon International Asset

Management Group Limited, BNY Mellon Investment

Management (Jersey) Limited, MBC Investments

Corporation, BNY Mellon IHC, LLC, B.N.Y. Holdings

(Delaware) Corporation, and Pershing Group LLC, 240

Greenwich Street, New York, New York 10286. According

to this amendment to Schedule 13G, The Bank of New

York Mellon Corporation has sole voting power with

respect to 23,351,436 shares of our common stock, shared

voting power with respect to 18,287 shares of our

common stock, sole dispositive power with respect to

23,016,909 shares of our common stock and shared

dispositive power with respect to 14,114,253 shares of our

common stock.

BlackRock. The information in the table above with

respect to BlackRock is based on information set forth in

Amendment No. 16 to Schedule 13G, filed with the

Securities and Exchange Commission on November 8,

2024, as of September 30, 2024, 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, SpiderRock Advisors, LLC,

BlackRock Asset Management Canada Limited, BlackRock

Asset Management Deutschland AG, BlackRock

(Luxembourg) S.A., BlackRock Investment Management

(Australia) Limited, BlackRock Advisors (UK) Limited,

BlackRock Fund Managers Ltd, 50 Hudson Yards, New

York, NY 10001. According to this amendment to Schedule

13G, BlackRock has sole voting power with respect to

60,215,289 shares of our common stock and sole

dispositive power with respect to 61,787,102 shares of our

common stock.

State Street. The information in the table above with

respect to State Street is based on information set forth in

Schedule 13G, filed with the Securities and Exchange

Commission on February 4, 2025, as of December 31,

2024, by State Street Corporation on behalf of its

subsidiaries SSGA Funds Management, Inc., State Street

Global Advisors Asia Limited, State Street Global Advisors

Europe Limited, State Street Global Advisors Limited, State

Street Global Advisors Trust Company, State Street Global

Advisors, Australia, Limited, and State Street Global

Advisors, LTD., 1 Congress Street, Suite 1, Boston, MA

02114. According to this Schedule 13G, State Street has

shared voting power with respect to 3,469,923 shares of

our common stock and shared dispositive power with

respect to 27,702,979 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. 13 to

Schedule 13G, filed with the Securities and Exchange

Commission on February 13, 2024, as of December 29,

2023, by Vanguard, 100 Vanguard Boulevard, Malvern,

Pennsylvania 19355. According to this Schedule 13G,

Vanguard has shared voting power with respect to

250,922 shares of our common stock, shared dispositive

power with respect to 846,628 shares of our common

stock and sole dispositive power with respect to

56,099,644 shares of our common stock.


	33	2025 PROXY STATEMENT

STOCK OWNERSHIP INFORMATION

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 January 31, 2025, 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.	181,233	(2)	*
Jeffrey J. Brown	7,481		*
Velia M. Carboni	26,517		*
John C. Compton	149,198		*
Wendy P. Davidson	82,620		*
John W. Dietrich	11,598		*
Hope Dmuchowski	73,747	(3)	*
D. Bryan Jordan	1,835,272	(3)	*
J. Michael Kemp, Sr.	51,157		*
Tammy S. LoCascio	256,537	(3)	*
Rick E. Maples	108,217		*
Vicki R. Palmer	105,064		*
David T. Popwell	485,040	(3)	*
Colin V. Reed	205,273		*
Anthony J. Restel	542,660	(3)	*
Cecelia D. Stewart	75,065		*
Rosa Sugrañes	56,503		*
R. Eugene Taylor	614,815		*
Directors & Executive Officers as a Group (24 persons)	5,448,470	(3)	1.04%

* 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 14,393 shares held indirectly by Mr. Barton

in a trust for which he is one of three trustees and for

which he shares voting and investment powers.

(3)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

January 31, 2025: Ms. Dmuchowski—0; Mr. Jordan—

242,441; Ms. LoCascio—12,492; Mr. Popwell—

38,010; Mr. Restel—8,182; and the director and

executive officer group—369,709. Also includes

shares held at January 31, 2025, in 401(k) Savings Plan

accounts. Includes no shares of restricted stock with

respect to any named person or group.

No current director or executive officer beneficially owns

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 and C, 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.

Policies on Insider Trading and Hedging

As part of our commitment to high standards of ethical

business conduct and compliance with applicable laws,

rules and regulations, First Horizon has adopted an Inside

Information Policy and related procedures governing the

purchase, sale, and/or other dispositions of our securities

by directors, officers and associates, that we believe are

reasonably designed to promote compliance with insider

trading laws, rules and regulations, and the NYSE listing

standards. Copies of the Inside Information Policy and the

related procedures are listed as Exhibits 19.1 and 19.2 to

our annual report on Form 10-K for the year ended

December 31, 2024. In addition, with regard to First

Horizon's trading in its own securities, it is First Horizon's

policy to comply with the federal securities laws and the

applicable exchange listing standards.

First Horizon also 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


	34	2025 PROXY STATEMENT

STOCK OWNERSHIP INFORMATION

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.


	35	2025 PROXY STATEMENT

VOTE ITEM 1—ELECTION OF DIRECTORS

Vote Item 1—Election of Directors

Board Composition & Processes

Overview

First Horizon's Bylaws provide that the Board of Directors,

by the affirmative vote of a majority of the entire Board,

may change the number of directors that will comprise

the Board. Pursuant to this provision of the Bylaws, the

Board of Directors has currently set the size of the Board

at 14 members until directors are elected at the 2025

annual meeting of shareholders (and 13 thereafter). We

anticipate that the Board will act prior to the annual

meeting to change the size of the Board in the Bylaws to

12 members, effective with the election of directors at the

annual meeting. The Board is proposing for election 12 of

our 14 current directors, Messrs. Brown, Compton,

Dietrich, Jordan, Kemp, Maples, Reed, and Taylor and

Mses. Carboni, Davidson, Palmer and Stewart, at the 2025

annual meeting, to hold office until the 2026 annual

meeting of shareholders and until their successors are

duly elected and qualified. Mr. Barton and Ms. Sugrañes,

who are currently serving as directors, will retire and will

not stand for re-election at the annual meeting of

shareholders. Mr. Brown was elected by the Board of

Directors in January 2025; he was recommended for a

position on our Board by our Chief Executive Officer.

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, Retirement, and Time Commitment 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 and

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 and 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 and

Corporate Governance Committee recommendation or

Board action regarding whether to accept the tender of

resignation. If a majority of the members of the

Nominating and 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, (ii) 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.


	36	2025 PROXY STATEMENT

VOTE ITEM 1—ELECTION OF DIRECTORS

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

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

however, that under the merger agreement with IBKC, the

retirement provisions outlined above did not apply to any

directors who were serving on the First Horizon or IBKC

boards at the time of the merger (Messrs. Compton,

Jordan, Kemp, Maples, Reed, or Taylor or Mses. Davidson,

Palmer or Stewart) during the three-year period from the

closing of the merger on July 1, 2020 until July 1, 2023.

Director Time Commitments

The company values the experience directors bring from

other boards on which they serve, but recognizes that

those boards may also present demands on a director’s

time and availability, and service on those boards may

present conflicts or legal issues. In 2024, the company

revised the Corporate Governance Guidelines to limit the

number of public company boards, including the

company’s Board of Directors, upon which any director

may serve to four or fewer. Additionally, non-employee

directors are expected to advise the Chairman of the

Board, and employee directors are expected to advise the

chair of the Nominating and Corporate Governance

Committee, before accepting any new directorship or

officer position with an entity not affiliated with the

company.

Candidate Nominations Process

The Board and the Nominating and Corporate Governance

Committee regularly assess the composition of the Board

as a whole and the contributions of each director. The

Nominating and 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 re-election 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 and 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 either 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.


	37	2025 PROXY STATEMENT

VOTE ITEM 1—ELECTION OF DIRECTORS

Board and Committee Self-Evaluations; Individual Director Evaluations

The Board, with oversight provided by the Nominating and

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 and 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 and 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 and

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 and 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-

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 and Corporate

Governance Committee. The company most recently

engaged a third party to conduct director assessments in

2024.

Board Experiences, Qualifications, Attributes and Skills

Our Board selected our 12 director nominees based on the

belief that each one possesses 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.

Our Director Nominees at a Glance*


9 have experience as a CEO/President	10 have finance or accounting experience	6 have experience in the banking/ financial services industry	12 have served as a director or executive officer of another public company	9 have experience in information technology/ cybersecurity matters	9 have experience in digital innovation/ fintech

12 have experience in human capital management	12 have strategic planning/ leadership experience	11 have marketing or retail distribution experience	9 have experience in legal/regulatory/ ethics/compliance matters	12 have experience in risk management	7 have experience in environmental matters

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


	38	2025 PROXY STATEMENT

VOTE ITEM 1—ELECTION OF DIRECTORS

Nominee Skills and Characteristics Matrix

Brown

Car-

boni

Comp-

ton

David-

son

Die-

trich

Jor-

dan

Kemp

Map-

les

Pal-

mer

Reed

Stew-

art

Tay-

lor

CEO/President. Experience as CEO,

President or similar position at a

firm or major operating division.

Finance/accounting. Audit company

financial expert, CFO, or experience

(including oversight experience) in

accounting or financial planning and

analysis.

Banking/financial services industry.

Executive experience in banking,

investment banking, broker-dealer

or insurance.

Strategic planning/leadership.

Experience defining the strategic

direction of a business or

organization; service in a significant

leadership position.

Public company. Experience as a

public company director or

executive officer.

Information technology/

cybersecurity. Experience

implementing information

technology and cybersecurity

systems or managing a business in

which such systems play a

significant role.

Digital Innovation/Fintech.

Experience in the use of technology

to facilitate business operations and

customer service.

Environmental Matters. Experience

understanding, evaluating and

managing environmental risks and

opportunities.

Human Capital Management.

Experience in workforce

management, compensation, access

and opportunity efforts, culture,

succession planning and talent

management.

Risk Management. Experience with

understanding and managing risk in

a large organization.

Legal/regulatory/ethics/

compliance matters. Experience

(including oversight experience)

managing legal, regulatory, ethical

and compliance risks and

obligations.

Marketing/retail distribution.

Experience in building and

maintaining customer relationships.


	39	2025 PROXY STATEMENT

VOTE ITEM 1—ELECTION OF DIRECTORS

Nominees for Election


Jeffrey J. Brown	Jeffrey J. Brown is the President of Hendrick Automotive Group, LLC, a privately held automotive group headquartered in Charlotte, North Carolina. Prior to January 2024, Mr. Brown served as the Chief Executive Officer and a member of the board of directors of Ally Financial, Inc. for nine years. Before he became Ally Financial's CEO, he had held various leadership positions with the company, including President and Chief Executive Officer of Dealer Financial Services, Executive Vice President of Finance and Corporate Planning, and Corporate Treasurer. He also served as Corporate Treasurer of Bank of America prior to joining Ally Financial. Skills and Expertise: • Public company leadership and senior-level policy making experience in banking and financial services • 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, marketing and similar matters associated with leadership positions at public companies • Knowledge of public company board matters due to public company board service • North Carolina resident with knowledge of the North Carolina market Prior Public Company Board Service: Ally Financial, Inc. (2015-2024) Non-Profit Board Service: Serves on the board of a non-profit organization
President, Hendrick Automotive Group, LLC
Independent director since 2025
Age 52
Committees: • Compensation • Executive • Risk


Velia Carboni	Velia Carboni is the Chief Information Officer of SharkNinja, Inc., a global product design and technology company, where she is responsible for global end-to-end technology in support of direct-to-consumer business, data and enterprise applications and plays a key role in leveraging AI to optimize business processes and in supporting initiatives relating to the Internet of Things. Prior to April 2024, she had served since 2018 as the Executive Vice President and Chief Digital and Technology Officer of VF Corporation (“VF”), where she was responsible for the integration of digital capabilities across all aspects of the company’s business, led the company’s digital strategies and oversaw the analytics function. Prior to joining VF, Ms. Carboni spent more than 20 years at Fidelity Investments, where she held a series of leadership roles, most recently serving as senior vice president, mobile and emerging platforms for the company’s personal investing/retail division. Ms. Carboni is also a member of the Forbes Technology Council. Skills and Expertise: • Leadership experience in digital innovation and strategies, customer experience and data analytics • Public company senior-level policy making experience • Experience in information technology/cybersecurity, risk management and compliance, finance and accounting, human capital management, and similar matters associated with running a significant division of a public company
Chief Information Officer, SharkNinja, Inc.
Independent director since 2023
Age 55
Committees: • Audit • Information Technology


	40	2025 PROXY STATEMENT

VOTE ITEM 1—ELECTION OF DIRECTORS


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, information technology/cybersecurity, 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 63
Committees: • Executive • Nominating and 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, 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 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 55
Committees: • Audit • Compensation
Audit Committee Financial Expert


	41	2025 PROXY STATEMENT

VOTE ITEM 1—ELECTION OF DIRECTORS


John W. Dietrich	John W. Dietrich is Executive Vice President and Chief Financial Officer of FedEx Corporation (“FedEx”), a provider of transportation, e-commerce and business services. Mr. Dietrich is responsible for all aspects of FedEx’s global financial functions, including financial planning, treasury, tax, accounting and controls, internal audit, investor relations, and corporate development. He is also a member of the six-person Executive Committee, which plans and executes the corporation’s strategic business activities. Prior to joining FedEx, Mr. Dietrich served as President and Chief Executive Officer and a member of the board of directors of Atlas Air Worldwide Holdings, Inc. (“Atlas”) from 2019 until it was acquired by an investor group in 2023. He joined Atlas in 1999 as Associate General Counsel, was promoted to Senior Vice President, General Counsel and Corporate Secretary in 2004, and served as Chief Operating Officer from 2006 until 2019. Prior to joining Atlas, he worked at United Airlines for 13 years. Skills and Expertise: • Executive 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, information technology/cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters • Knowledge of public company board matters due to public company board service Current Public Company Board Service: AAR Corporation (2023-present) Prior Public Company Board Service: Atlas Air Worldwide Holdings, Inc. (2019-2023) Non-Profit Board Service: Serves on the board of several non-profit organizations
Executive Vice President and Chief Financial Officer, FedEx Corporation
Independent director since 2024
Age 60
Committees: • Compensation • Nominating and Corporate Governance


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 • Public company leadership and senior-level policy making experience • 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 Prior Public Company Board Service: AutoZone, Inc. (2013-2024) 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 63
Committees: • Executive • Risk


	42	2025 PROXY STATEMENT

VOTE ITEM 1—ELECTION OF DIRECTORS


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 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, human capital management, 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 54
Committees: • Audit • Information Technology • Nominating and 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 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 66
Committees: • Compensation (chair) • Executive • Risk


	43	2025 PROXY STATEMENT

VOTE ITEM 1—ELECTION OF DIRECTORS


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 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 71
Committees: • Audit (chair) • Compensation • Executive • Risk
Audit Committee Financial Expert


Colin V. Reed	Colin V. Reed became the Executive Chairman of Ryman Hospitality Properties, Inc. (“Ryman”), Nashville, Tennessee, a real estate investment trust, effective at the end of 2022. Prior to that time, he had served as the Chairman of the Board and Chief Executive Officer of Ryman or Ryman's predecessor, Gaylord Entertainment Company, since 2005 and 2001, respectively. 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)
Executive Chairman of Ryman Hospitality Properties, Inc.
Independent director since 2006 Lead Director
Age 77
Committees: • Compensation • Executive (chair) • Risk (chair)


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/cybersecurity, 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 66
Committees: • Executive • Information Technology (chair) • Risk


	44	2025 PROXY STATEMENT

VOTE ITEM 1—ELECTION OF DIRECTORS


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: Sonic Automotive, Inc. (since 2015) Prior Public Company Board Service: DHB Capital Corp. (2021-2022) 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 77
Committees: • Executive • Nominating and Corporate Governance • Risk

The Board of Directors unanimously recommends that

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


	45	2025 PROXY STATEMENT

VOTE ITEM 2—SAY ON PAY

Vote Item 2—Say on Pay

Say on Pay Vote Last Year

At our 2024 annual meeting, the advisory resolution to approve executive compensation— commonly known as “say on

pay”—received a FOR vote of 97% 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 performance-

based pay and equity-based compensation, meaningful

share retention requirements for executives, use of total

shareholder return as a metric for performance stock unit

awards, and correlation of the payouts of performance

awards with total shareholder return and other financial

performance metrics. 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 2024's annual incentive

awards, can be found in the Compensation Discussion &

Analysis portion of this proxy statement beginning on

page 48.

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 2023 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 2025 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 on 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 2.


	46	2025 PROXY STATEMENT

VOTE ITEM 3—AUDITOR RATIFICATION

Vote Item 3—Auditor Ratification

Appointment of Auditors for 2025

KPMG LLP audited our annual consolidated financial

statements for the year 2024 . The Audit Committee has

appointed KPMG LLP to be our auditors for the year 2025.

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 3 the ratification of KPMG LLP’s appointment as our

auditors for the year 2025, with the recommendation that

the shareholders vote for item 3. 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

2024 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 2025, 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 2023 and 2024 for services rendered in the

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

other fees.

KPMG Fees Paid 2023-2024


Service Type	2023	2024
Audit Fees	$3,959,515	$4,314,267
Audit-Related Fees	130,000	137,000
Tax Fees	166,709	—
All Other Fees	—	—
Total	$4,256,224	$4,451,267

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

as described below (“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


	47	2025 PROXY STATEMENT

VOTE ITEM 3—AUDITOR RATIFICATION

provide services that have been pre-approved 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 3.


	48	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

Compensation Discussion & Analysis

CD&A Selected Contents


Executive Summary	48
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	59
Compensation Practices & Philosophies	60
Peer Group & Market Benchmarking	61
Deferral, Retirement, & Other Benefits	61
Clawback Policies & Practices	63
Equity Grant Processes	63
Compensation Governance	63
Compensation Committee Report	64

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 2024. 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. These five are our “Named Executive Officers”

or “NEOs” for 2024:

Table CDA.1

2024 NEOs


Name	Position
D. Bryan Jordan	Chairman of the Board, President & Chief Executive Officer
Hope Dmuchowski	Senior Executive Vice President—Chief Financial Officer
Anthony J. Restel*	Senior Executive Vice President—Chief Banking Officer
David T. Popwell*	Senior Executive Vice President—Senior Strategic Executive
Tammy S. LoCascio*	Senior Executive Vice President—Chief Operating Officer

*Prior to October 2024, Mr. Restel was President—Regional Banking

and Mr. Popwell was President—Specialty Banking. Ms. LoCascio's

title did not change in 2024 but she became responsible for several

business units formerly part of Specialty Banking.

CD&A Executive Summary

Financial Results Highlights for 2024

In 2024 we had four consecutive quarters of good results

even while the operating environment continued to be

challenging. Key 2024 results include:

• Our one-year total shareholder return in 2024 was

+47.66%, meaning that a $100 investment made at

year-end 2023 would have grown to $147.66 by year-

end 2024, with dividends reinvested.

• Total loans grew $1.3 billion (2.0%) compared to year-

end 2023 despite very competitive market conditions

and only modest economic growth.

• Total deposits were flat compared to year-end 2023

despite very competitive market conditions, and

despite allowing brokered certificates of deposit to

run off late in 2024. Due to loan growth, our year-end

loan to deposit ratio rose very modestly to 95.4%.

• Net income available to common shareholders (NIAC)

declined 14.7% from 2023. The decline was driven

largely by the decline in noninterest income discussed

below.

• Net interest income declined modestly as increased

funding costs, primarily for deposits, outweighed

increased lending.

• Noninterest income declined significantly from 2023,

driven largely by two factors:

◦ 2023 noninterest income was positively impacted

$225 million (pretax) by a fee paid to us when a

merger transaction was terminated. Of course that

fee did not recur in 2024. Expenses in 2023 related

to the merger and its termination reduced the

impact of that fee, but on balance these non-

recurring items resulted in 2024 under-performing

2023.

◦ 2024 noninterest income was negatively impacted

$91 million (pretax) by losses incurred from

repositioning part of our investment portfolio. This


	49	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

action reduced income in 2024, but will improve

our investment returns over the next few years.

• Return on tangible common equity (ROTCE) in 2024

declined 22.1% from 2023, and pretax pre-provision

net revenue (PPNR) in 2024 declined 16.8%. The

declines were driven by the same factors mentioned

above, particularly for noninterest income.

• Our non-performing asset (NPA) ratio in 2024 was

0.97%, higher than 2023's 0.76%. However, our net

charge off (NCO) ratio in 2024 was 0.18%, improving

substantially over 2023's 0.28%. Non-performing

assets grew throughout 2024 driven by grade

migration. Net charge offs declined due to successful

problem loan management and recovery experience.

A significant fraction of non-performing assets,

especially in our commercial & industrial portfolio,

were current on their loan payments during the year.

• Our efficiency ratio in 2024 was 62.1%, higher than

2023's 59.9%. The increase was driven significantly by

2024's investment portfolio repositioning losses along

with 2023's non-recurring merger termination fee,

mentioned above.

Compensation-Related Performance Priorities & Outcomes in 2024

Near-Term Priorities in 2024

In 2024 our executive team focused on several single-year

or other near-term priorities, the two most important of

which were:

• Achieve Earnings-related Targets. The primary

earnings measure used for 2024 executive bonuses

was adjusted pretax pre-provision net revenue

(PPNR). The 2024 budget target for adjusted PPNR

was $1.382 billion, nearly equal to 2023's unadjusted

PPNR. Setting the 2024 target that high represented a

sizable hike to the 2024 target because, as noted

above, 2023's unadjusted PPNR included a substantial

non-recurring merger termination fee.

• Focus on Sound and Profitable Risk Culture, especially

(in the near-term) credit quality management. Two

single-year credit quality measures were used for

2024 executive bonuses: the non-performing asset

(NPA) ratio and the net charge-off (NCO) ratio. The

2024 budget NPA target was 0.775%. The NCO target

was 0.30%. These were similar to 2023's actual NPA

ratio of 0.76% and NCO ratio of 0.28%. Management

viewed the 2023 NPA and NCO ratios as being quite

good. The wider context for this priority is regulatory

expectations as we approach and eventually exceed

$100 billion in assets.

Strategic Priorities in 2024

Early in 2024 our executive team began work on several

long-term strategic projects:

• Operational Quality Initiatives. A wide-ranging group

of initiatives intended to substantially enhance,

modernize, and streamline most operating functions

throughout the company, including (for example)

consumer lending, banking center operations,

treasury management, ATMs, account management,

system stability, and fund transfers.

• Technology Transformation Roadmap. A

comprehensive initiative to transform our digital

systems, many of which are stand-alone or are

becoming outdated, into a well-integrated platform

that is scalable, modular, adaptive, efficient for our

current and future size, anchored in cloud technology,

and built from the start for security. This initiative

requires significant capital expenditures initially and

ongoing upgrades in software and staffing, especially

for engineers.

• Retail Strategy. A multi-pronged effort, substantially

linked to the Operational Quality Initiatives and

Technology Transformation Roadmap. This strategy is

focused on enhancing client experience, modernizing

and simplifying client-facing systems, obtaining and

retaining deposit-account relationships, and "winning

with talent" that understands the importance of client

focus.

• Efficiency. Efficiency remains—and likely will continue

to remain—a top priority for us. FHN believes that

higher-quality systems and operations usually are

simpler to use and more efficient, and vice-versa.

They are driven by targeted applications of

technology that improve customer experience while

removing delays and cost.

In short, we are embarking on major long-term

transformations designed to position First Horizon as a

top-quartile regional bank. The projects listed above

figured prominently in executive personal plans for 2024,

as discussed below, and in executive pay decisions

generally.

Performance Outcomes and Progress

• PPNR. After all adjustments, PPNR for 2024 was

$1.299 million, modestly below the target-level range

established for 2024 bonuses.

• NPA Ratio. Our NPA ratio for 2024 was 0.97%, higher

than the target set early in the year.

• NCO Ratio. Our NCO ratio for 2024 was 0.18%, lower

than the target set early in the year.

• Operational Quality. In 2024 we:

◦ Reorganized how we manage our businesses in

both significant and minor ways, including

responsibility changes throughout middle, upper,

and senior management. Retirement incentives

were offered. Associate headcount has been

reduced as the job functions of many retiring

persons were altered and redistributed.


	50	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

◦ Sought to take advantage of many system and

process changes implemented or begun in 2024,

including those mentioned in Technology

Transformation.

◦ Sought to thoughtfully and deliberately preserve

the high level of service our associates bring to

clients, even as that service in some ways is

provided differently going forward. Created

associate groups, such as the Quality Council, to

further this objective.

◦ Created a management group to oversee strategic

investments across all business areas. Investment

proposals will need to further one or more major

priorities and be amenable to robust monitoring

and measuring of progress and performance.

◦ Sought to live up to the promise of our marketing

slogan: Big Bank Muscle, Small Bank Hustle.

• Technology Transformation. In 2024 we created or

began implementing multi-year plans to:

◦ Re-think and transform our digital systems with

critical goals of reliability, security, ease of use for

clients, productivity gains for associates, and

scalability.

◦ Invest in data analytics both to better serve clients

and to better detect and mitigate fraud and

intrusions.

◦ Allow smooth transitions to heightened regulatory

needs as we grow in size.

◦ Improve operating efficiency overall.

• Retail Strategy. By the end of 2024 we created

detailed multi-year plans to:

◦ Replace our consumer digital platform consistent

with the other retail plans mentioned below and

the technology plans mentioned above.

◦ Hire specific numbers of customer-facing associates

in specific areas with specific skills, and to enhance

the skills of specific groups of existing associates.

◦ Enhance many systems, processes, and policies to

improve performance measurement and

profitability while maintaining or improving client

experience.

◦ Expand or enhance several specific products and

product groups.

◦ Expand or enhance several specific retail markets.

◦ Close some financial centers and open others,

resulting in a net expansion of our network and a

net improvement in the efficiencies of our physical

facilities.

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. 86% of the CEO's total direct

compensation was at risk for financial or market

performance in 2024.

• Meaningful share retention requirement, with

executives required to hold a minimum of 50% of all

shares realized after-tax from stock awards until

retirement. Share ownership by executives aligns

directly with the financial interests of shareholders.

Financial performance goals established in February 2024

were focused on important metrics that management

could control and that are meaningful to shareholders'

long-term interests in stock value. Specifically:

Table CDA.2

2024 Financial Performance Metrics


2024 Annual Cash Incentive	• 50%: Adjusted Pretax pre-provision net revenue (PPNR) – target payout at budget performance; threshold at 75% of budget, maximum at 125% of budget • 25%: Credit Quality – Half based on non- performing asset (NPA) ratio, half based on net charge-off (NCO) ratio, each with target payout at budget performance • 25%: Strategic – non-quantitative assessment of strategic outcomes, with emphasis on quality initiatives, IT roadmap, retail strategy, and efficiency
2024 Annual PSU Long- Term Incen- tive 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-yr period

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.


	51	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

Financial Performance Related to Incentives

Annual Incentive for 2024

The key financial performance indicators for 2024's annual

incentive were: (i) pretax pre-provision net revenues

(PPNR), adjusted to exclude merger and certain other

expenses and gains; (ii) non-performing asset (NPA) ratio;

and (iii) net charge off (NCO) ratio. In all cases

"target" (100%) outcomes were set at budgeted levels.

Results are summarized in Table CDA.3.

Table CDA.3

KPIs for 2024 Annual Incentive


KPI	Target Goal	Achieved
PPNR*	Target Range: $1,313 to $1,451 million	$1,298 million
NPA	Target Range: 0.850% to 0.700%	0.960%
NCO	0.30%	0.18%

*PPNR is adjusted to exclude merger expenses and gains, non-strategic

results, and certain other amounts. See Annual Cash Incentive starting

on page 55.

Adjusted PPNR was modestly below the target range,

resulting in 97% performance. The two credit quality

metrics were above and below target, resulting in 102%

performance. A non-quantitative factor—strategic

initiatives—was determined to be 100%. After a very

modest round-up discretionary adjustment, the final

corporate rating for the annual incentive was 100% . These

actions and their outcomes are explained in more detail in

Annual Cash Incentive beginning on page 55.

PSUs Vested in 2024

The most recent performance stock units to vest were

granted in 2021 and vested in May 2024 . The primary

performance goal was our return on tangible common

equity (ROTCE) averaged over the three years 2021-2023,

ranked against the ROTCEs of the 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

2021 to March 2024) ranked against the TSRs of the KRX

banks.

Table CDA.4

KPIs for 2021 PSUs


KPI	KRX Median	FHN Achieved
Average ROTCE over the period 2021-2023	ROTCE = 15.14%	ROTCE* = 18.38%
		Quartile = Top
		Perf. = 150%
TSR over the period 3/15/2021 to 3/15/2024	TSR = (7)%	TSR = (4)%
		Quartile = 2nd
		Perf. = 108.33%
Overall Performance		162.5%

*As provided in the original grant terms, FHN's ROTCE was adjusted to

exclude merger expenses and gains, changes in accounting standards,

and certain other amounts. No discretionary adjustments were made

or allowed.

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 his

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

reviews the CEO’s achievement of plan objectives.

The Compensation Committee considered Mr. Jordan’s

significant contributions to our financial results and

competitive position when making decisions about his pay

for 2024. In each of the past five years, Mr. Jordan has

met or exceeded his personal goals. He continues to

provide consistent, critical leadership.

CEO Pay At Risk for Performance

Of the CEO's 2024 total direct compensation, 86% of TDC

is at risk for market or financial performance, or for both,

as illustrated in this chart:

CEO Pay Mix: 86% At Risk


	52	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

Executive Compensation Changes

The Compensation Committee reviewed executive

compensation early in 2024 against benchmarked pay

levels and components. The Compensation Committee

adjusted NEO salary and other pay components upward

for 2024 in line with market data available at that time.

These changes are summarized in Table CDA.5:

Table CDA.5

2024 Total Direct Compensation Changes


NEO	TDC 2023 $	TDC 2024 $	TDC Change
Mr. Jordan	7,056,100	8,400,000	19%
Ms. Dmuchowski	2,010,000	2,600,000	29%
Mr. Restel	2,800,000	2,900,000	4%
Mr. Popwell	2,800,000	2,900,000	4%
Ms. LoCascio	2,600,000	2,900,000	12%

The general increase in executive TDC for 2024 was the

first since 2021 due to restrictions imposed by the TD

Transaction. Mr. Jordan's TDC was comprehensively re-

assessed in the third quarter of 2023 in connection with

his employment agreement, discussed under Jordan

Employment Agreement beginning on page 75.

As described in the footnote to Table CDA.1 (see page 48),

the roles of Mr. Restel, Mr. Popwell, and Ms. LoCascio

were modified late in 2024. No adjustments were made to

2024 TDC components.

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. Table CDA.6 shows

that for each of the past five years, our FOR vote has

exceeded 90%:

Table CDA.6

Recent Say on Pay Outcomes


Year	FOR Vote
2020	94%
2021	97%
2022	94%
2023	96%
2024	97%

Shareholder Outreach

We are committed to enhancing our corporate

governance outreach to engage with, and solicit feedback

from, external stakeholders. See Shareholder Engagement

within the Corporate Responsibility section of this proxy

statement beginning on page 10 for a discussion of recent

outreach activities.


	53	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

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 uses an independent compensation consultant Stock ownership guidelines 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 Change in control features and plans include double- trigger (CIC event plus qualifying termination) Clawbacks are mandated 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) unless approved

*Although we do not generally have employment agreements with our executives, we entered into a five-year employment agreement with Mr. Jordan

in 2023, when he was 61 years old. See Jordan Employment Agreement beginning on page 75 for additional information.

Direct Compensation Components Overview

The major components of executive compensation in 2024

consisted of cash salary, annual cash incentive, and annual

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

awards for executives in 2024 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 2024


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 PPNR, NPA, and NCO, coupled with a non-quantitative strategic component along 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 59 for details.


	54	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

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

RCURestricted cash award

Full-value awardAny long-term award other than stock

options

CICChange in control

IBKCIBERIABANK Corporation

TDThe Toronto-Dominion Bank

TD transactionThe proposed acquisition of First

Horizon by TD, agreed to in February

2022 and terminated in May 2023

KPIKey performance indicator

PPNRPretax pre-provision net revenues

NPANon-performing asset ratio

NCONet charge off ratio

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

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 61 below). TDC focuses on regular pay

components, ignoring special retention, promotion, or

other idiosyncratic awards.

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.

Executive salary rates early in 2024 were increased based

mainly on benchmarking against peer banks. See Peer

Group & Market Benchmarking beginning on page 61.

Most executive salaries had not been increased for two

years because of contractual commitments made in the

TD Transaction, which was pending from February 2022

until May 2023. NEO salaries in 2024 are summarized in

Table CDA.9.

Table CDA.9

NEO Salaries 2024


NEO	Annual Rate	Change %
Mr. Jordan	1,200,000	6.7%
Ms. Dmuchowski	650,000	8.3%
Mr. Restel	725,000	3.6%
Mr. Popwell	725,000	3.6%
Ms. LoCascio	725,000	11.5%


	55	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

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

2024 Incentive Mix

(at target level, as a percentage of salary)


NEO	Annual Incentive	Long-Term Incentive Awards
NEO	Annual Incentive	PSUs	RSUs	Total LTI
Mr. Jordan	150%	270%	180%	450%
Ms. Dmuchowski	100%	120%	80%	200%
Mr. Restel	100%	120%	80%	200%
Mr. Popwell	100%	120%	80%	200%
Ms. LoCascio	100%	120%	80%	200%

Annual Cash Incentive

The Committee created 2024 cash incentive opportunities

driven largely by a "corporate rating," similar to structures

used in the past. This year, the corporate rating was

driven by three factors, unequally weighted, described in

Table CDA.11a. The Committee retained the ability to

adjust calculated outcomes if appropriate, and individual

ratings could impact the outcome for a particular

executive.

Table CDA.11a

Annual Cash Incentive 2024 Program

Factors & Adjustments

Corporate Rating Factors:

• Adjusted Pre-Provision Net Revenue (PPNR) vs.

budget (50% weight)

• Credit Quality (25% weight)

• Strategic (25% weight)

Possible Adjustments:

• Overall Corporate Rating Adjustment

• Individual Rating

These factors and the adjustments are discussed in the

following sections.

Adjusted PPNR (50% weight)

PPNR is a performance measure often used by financial

industry analysts and regulators in forecasting, modeling,

and risk management. It is an income measure (revenues

net of expenses) which excludes the quantitative impact

of provision expense. Provision expense is an earnings

charge taken by banks to increase reserves for loan loss.

PPNR, therefore, is less affected by economic downturns

which, generally, can result in significant volatility in

provision expense. In February 2024, the Committee

believed that uncertainty concerning the direction of the

economy for the coming year warranted using PPNR

rather than another income measure. PPNR also excludes

tax expense, which the Committee has often excluded

from annual incentive income measures in recent years.

PPNR Factor Performance Grid

For 2024 the Committee created a performance grid

based on the 2024 budget. Consistent with many recent

years, achieving budget would result in 100% or "target"

performance, achieving 125% of budget would result in

150% performance, and achieving 75% of budget would

result in 50% performance. Below 75% of budget, the

PPNR factor performance would be zero. PPNR

performance outcomes falling inside those ranges would

be interpolated.

Table CDA.11b

2024 Adj'd PPNR vs. Budget

Performance Grid (50% wt)


Adjusted PPNR	% of Budget	PPNR Factor
$1,728 million & above	125% & above	150%
$1,451 to $1,728 million	105% to 125%	100% to 150%
$1,313 to $1,451 million	95% to 105%	100% (target)
$1,037 to $1,313 million	75% to 95%	50% to 100%
below $1,037 million	below 75%	0%

For 2024 the Committee decided to create a target

performance range. PPNR performance between 95% and

105% of budget would be considered achieving budget

and would result in a PPNR factor of 100%, which is the

target level. As mentioned above, uncertainty regarding

the direction of the economy was a concern; providing for

a "budget" outcome if results were within 5% of achieving

budget addressed that concern.

Pre-Defined (Required) PPNR Adjustments

In setting the PPNR performance grid, the Committee

provided that PPNR would be adjusted for certain specific

items, including changes in accounting principles and


	56	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

certain unusual or non-recurring items, such as litigation

settlements. Similar adjustments have been used by the

Committee for many years.

Credit Quality (25% weight)

Because PPNR excludes provision expense, the Committee

wanted to hold management accountable for credit

quality outcomes. Accordingly, the Committee determined

that half of the credit quality factor would be driven by

the Committee's assessment of FHN's non-performing

asset (NPA) ratio for the year, and half would depend on

the net charge-off (NCO) ratio. Moreover, those

assessments measure NPA and NCO outcomes against

specific targets set by the Committee: 0.775% NPA ratio,

and 0.30% NCO ratio. This structure is shown in the

performance grids of Tables CDA.11c and CDA.11d.

Table CDA.11c

2024 NPA Ratio vs. Target

Performance Grid (12.5% Wt)


NPA Ratio	Deviation from Target	NPA Factor
< 0.625%	< –15.0 bps	150%
0.700% to 0.625%	–7.5 bps to –15.0 bps	100% to 150%
0.850% to 0.700%	+7.5 bps to –7.5 bps	100%
1.000% to 0.850%	+22.5 bps to +7.5 bps	50% to 100%
> 1.000%	> +22.5 bps	0%

Table CDA.11d

2024 NCO Ratio vs. Target

Performance Grid (12.5% Wt)


NCO Ratio	Deviation from Target	NCO Factor
< 0.15%	< –15 bps	150%
0.30% to 0.15%	none to –15 bps	100% to 150%
0.30%	none	100%
0.60% to 0.30%	+30 bps to none	50% to 100%
> 0.60%	> +30 bps	0%

In addition, the Committee determined that the credit

quality factor overall, as calculated according to the grids

above, would be reduced by 10% for each loan over $5

million which, within any single quarter of 2024, changed

from a loan grade of pass to charge-off. A grade decline of

that sort would be unusually sudden and substantial.

Strategic (25% weight)

In the aftermath of the turbulence of 2023 for FHN and

entire banking industry, and given significant economic

and regulatory uncertainties for 2024 and beyond, the

Committee chose to base 25% of the annual incentive on

its non-quantitative assessment of management's

achievements during the year on strategic initiatives

generally, with special focus on four areas:

Table CDA.11e

2024 Strategic Focus Areas


Focus Area	What it is
Progress on FHN's operational quality initiatives	Long-term initiatives to improve many operational processes in most business lines and departments company-wide
Progress on FHN's information technology roadmap	Long-term multi-part plan to invest in IT systems and processes to "change the bank", emphasizing valuable differentiation from peers. Examples of goals: cloud-first mindset; simplified, nimble, and scalable work and client environments; peer-leading IT efficiencies
Deployment of FHN's retail strategy	Strategy to drive top-quartile performance in FHN's retail business lines, focusing on: protecting profitability (seeking profitable new business while maintaining expense discipline); accelerating transformation (upgrading systems with a focus on client experience); and elevating people and communities
Efficiency management	In the current low-growth environment, FHN must continue to increase revenues per dollar of expense

Discretionary Corporate Rating Adjustment

The calculated corporate rating—with all required

adjustments—can be further adjusted by the Committee

to arrive at a final corporate rating. This adjustment could

encompass both quantitative and non-quantitative

considerations, including, among other things:

• 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 Ratings

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 for each

executive. The Committee retained the ability to adjust

the personal plan outcome for a given executive for any


	57	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

reason, but with a focus in most cases on these broad

areas: financial, credit, and strategic performance.

Mr. Jordan's personal plan is approved by the Committee

each year. Other executive personal plans support, and

substantially overlap with, Mr. Jordan's. Mr. Jordan’s 2024

personal plan included three major performance groups,

all well-aligned with the three corporate rating factors

shown in Table CDA.10a above.

CEO Personal Plan Goals for 2024

Financial Performance (50% weighting)

• Drive strong financial results through PPNR, as well as

earnings per share, tangible book value per share,

common equity tier 1 capital, and return on tangible

common equity

• Financial performance at or better than budget and

market expectations

• Efficiency and productivity to support PPNR

• Continued engagement and communications with key

shareholders

• Investments filtered for strategic fit and return on

capital

Credit Performance (25% weighting)

• Execute on strong credit and risk culture with focus

on soundness, profitability, and value

• Credit results at or better than budget and market

expectations for net charge-offs, classified & criticized

assets, and average loan yields

• Effective monitoring of segments, industries, and

regions that provide higher risk-adjusted returns

• Appropriate risk and credit management

Strategic Priorities (25% weighting)

• Focus on operational quality initiatives, IT roadmap,

retail strategy, efficiency management, and associates

and communities

• Improved quality and reliability of core banking

systems and service

• Enhanced business resiliency, cybersecurity, and

fraud management capabilities

• Accelerate improvements in technology

advancements, including scalability, automation, and

productivity gains

• Deploy retail strategy consistently across FHN's

footprint, including market prioritization, clarity on

target client segments, delivery of cohesive digital

offering, performance marketing support, and a

differentiated value proposition focused on

relationship-based client growth

• Enhanced talent experiences that differentiate FHN

from competitors and maintain FHN's reputation as

an employer of choice

• Elevate our communities through strategic

reinvestments and sound social responsibility

initiatives

Actual individual rating outcomes are discussed under

2024 Annual Cash Incentive Outcomes below.

Target Amounts

The dollar amount of each executive bonus opportunity

that would be paid for target-level performance was

determined by the Committee as a percentage of salary,

as described above under the caption Incentive Mix

beginning on page 55. The NEO target amounts for 2024

are presented in Tables CDA.10 above (as percentages of

salary) and CDA.11h below (as dollar amounts).

2024 Annual Cash Incentive Outcomes

The calculated outcomes of the three quantitative goals,

after all required adjustments and before any

discretionary ones, were:

PPNR: $1,313 to $1,451 million budget range, $1,298

million achieved

NPA: 0.85% to 0.70% budget range, 0.96% achieved

NCO: 0.30% budget, 0.18% achieved

The calculated PPNR outcome for 2024, with all required

quantitative adjustments, was modestly below the

budgeted range, resulting in a performance factor of 97%

(with target being 100%).

The NPA outcome for 2024, which was not subject to

adjustment, was worse than budget due to adverse loan

grade migration over the year, resulting in a performance

factor of 63% (with target being 100%). The NCO outcome

for 2024, which was not subject to adjustment, was better

than budget, resulting in a performance factor of 140%.

Combining the two credit measures resulted in a

performance factor of 102%, slightly above target. The

budget anticipated a modest worsening of credit

conditions in 2024. The rise in the NPA ratio suggests that

actual worsening outpaced expectations, while the fall in

the NCO ratio shows that the worsening of credit grades

did not translate into an increase in actual charge-offs.

Loan-loss provision expense likewise fell, from $260

million in 2023 to $150 million in 2024, despite a 2.0%

increase in loans during the year.

The final corporate rating item this year—strategic

initiatives—was not quantitative. The Committee

determined to set strategic performance at target-level:

100%. As mentioned above, 2024 is the first of two or

three years during which FHN intends to transform its

operations and systems to efficiently support and fully

take advantage of current and future growth

opportunities. Although the Committee believes that very

good progress has been made, the Committee decided

that final judgment on the effectiveness of these


	58	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

investments, and the degree to which management

should be rewarded, is best left to a later year.

Overall, the calculated corporate rating, after all required

adjustments, was 99.02%.

Discretionary Adjustments to Corporate Rating

The Committee considered several factors when deciding

whether to make a discretionary adjustment to the

calculated corporate rating for 2024 annual incentives.

Key among those was the company's steady and

consistent performance during the entire year, the

improvement in FHN's stock price well beyond most peer

banks, and senior management's excellent progress on

FHN's long-term goals of replacing or enhancing many

large and small operational systems and practices. A more

ambitious factors was noninterest expense, which was

modestly above budget overall. Although a significant part

of that uptick was due to higher commission expense

associate with higher revenues, overall progress on

improving efficiency was fairly flat. In addition, the quality

of earnings in 2024 was in line with overall expectations.

Final Corporate Rating

Based on those factors, the Committee determined that

the corporate rating simply should be rounded up from

99.02% to 100.00%, an adjustment of +0.98%. The

quantitative and qualitative determinations leading to the

final corporate rating are summarized in Table CDA.11f.

Table CDA.11f

2024 Corporate Rating


Drivers (Wt)	Results & Rationales	Corp. Rating
PPNR (50%) • Outcome: 97%	PPNR for 2024 , after all adjustments mentioned above, was $1,298 million, modestly below the target range	100%
Credit (25%) • Outcome: 102%	NPA outcome (12.5% wt): 63% NPA ratio 0.96%, +20.5 bps fr. target NCO outcome (12.5% wt): 140% NCO ratio 0.18%, –12 bps from target Sudden NCO event: 0% (zero events)
Strategic (25%) • Outcome: 100%	Key factors: excellent progress on strategic initiatives
Discretionary Adjustments: • +0.98%	Key factors: 2024 was a good transition year; long-term outcomes of strategic investments remain uncertain

Individual Ratings

The Committee determined that Mr. Jordan achieved an

individual rating of 100%. The other NEOs received

individual ratings ranging from 100% to 108%, as shown in

Table CDA.11g. Mr. Jordan's rating was driven by the

considerations noted above. Other individual rating

outcomes among the NEOs were based on individual

performance during the year.

2024 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.11g.

Table CDA.11g

2024 Annual Incentive Outcomes


NEO	Target ($)	Corp. Rating	Indiv. Rating	Incentive Paid ($)
Mr. Jordan	1,800,000	100%	100%	1,800,000
Ms. Dmuchowski	650,000	100%	108%	700,000
Mr. Restel	725,000	100%	100%	725,000
Mr. Popwell	725,000	100%	100%	725,000
Ms. LoCascio	725,000	100%	100%	725,000

Preview of Annual Incentive Changes for 2025

The Committee has decided to use pretax income ("PTI")

as the primary driver of the 2025 annual incentive for

executives, with a 75% weighting. If adjusted PTI—using

categorical adjustments similar to those in 2024—is

achieved within a range of 95% to 105% of budget, then

performance will be 100%, or target. Threshold PTI

performance for 2025 is 75% of budget. Like PPNR, PTI is a

measure of company income. Unlike PPNR, PTI includes

the effects of loan-loss provision expense. PTI, therefore,

would be impacted up or down if provision expense were

less than or greater than budget. In 2025, strategic

initiatives will remain as an important non-quantitative

factor for the annual incentive, with a 25% weighting.


	59	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

Long-Term Incentive Awards

2024 Regular Annual LTI Award Mix

In 2024, the annual long-term incentive award mix for all

NEOs was 60% PSUs, 40% RSUs. The Committee believes

that these components provided an appropriate balance

between performance and retention. First Horizon

granted no compensatory stock option awards in 2024.

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

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 2024 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 many shareholders view

our performance. Specifically, the vesting percentage of

2024 PSUs will be based on achievement of two metrics:

• Our adjusted ROTCE averaged over the three-year

period 2024-2026, 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.

Both rankings will follow our traditional practice: top-

quartile performance will result in maximum payout, and

bottom-quartile performance will result in 0% (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 and are paid to the extent the underlying

units vest.

Payout potential is illustrated in the chart below. 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 2024 annual

incentive opportunity, discussed earlier under Annual

Cash Incentive starting on page 55.

For the 2024 PSUs, the KRX index represented 50 regional

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

group used for most benchmarking purposes. For 2024

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 2021 with a 2021-23 ROTCE

performance period, vesting in May 2024. The

performance outcome for that award is presented above

under Financial Performance Related to Incentives

beginning on page 51, especially in Table CDA.4.

Restricted Stock Units (RSUs)

RSUs align executives’ interests with shareholder interests

by providing awards whose values rise and fall with our


	60	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

stock. 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.

Special LTI Awards

The Committee occasionally approves special retention

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

hire situation.

In 2024 the Committee granted special retention LTI

awards to three NEOs: Ms. Dmuchowski, Mr. Restel, and

Ms. LoCascio. Each special award consisted of additional

PSUs (60%) and additional RSUs (40%). Each award type

had the same terms and conditions as the regular annual

awards except that the performance and vesting periods

were five years rather than three. The dollar values of the

awards at grant were: Ms. Dmuchowski, $500,000; Mr.

Restel, $2,000,000; and Ms. LoCascio, $2,000,000. The

Committee granted these targeted awards after an

assessment of the retention value of outstanding awards

in relation to the risk of competitor recruitment. These

awards increased the retention value for those executives

who were judged to be inappropriately at risk on that

basis.

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 regular annual 2024 long-term incentive awards were

based upon the 2024 salary rates and incentive mix

discussed above. Our closing stock price on the grant date,

February 12, 2024, was $14.07 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 who 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, a substantial majority of regular annual

executive pay is variable and tied to overall company and

individual performance, stock price, or both. The mix of

fixed and at-risk components is examined in the Pay &

Performance Alignment section, which begins on page 50.


	61	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

Peer Group & Market Benchmarking

Peer Benchmarking

The Committee’s independent consultant conducts

comprehensive benchmarking of our peer group to

provide reference for pay levels as well as program

designs for the organization. The Committee uses this

information to set or adjust salaries, target incentive

opportunities and determine the components of direct

compensation for executives. The Committee’s

preferences and goals are 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.

For the 2023 pay year, executive compensation levels

were frozen by the terms of the TD Transaction.

Benchmarking and other normal pay-review and pay-

adjustment practices were diminished in 2023 for

executives. Normal practices resumed after the TD

Transaction terminated in May 2023.

Peer Group Composition

To ensure our pay programs are competitive and fair, the

Compensation Committee normally 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.

In July 2023, after the TD transaction was terminated, the

Committee assessed recent consolidations and failures

among regional banks near our size. Based on that review,

the Committee significantly revised the peer group for

2024. The revised peer group, shown in Table CDA.12,

includes 17 banks. In table CDA.12, asset sizes are shown

as of December 31, 2023. One peer—New York

Community Bancorp, Inc.—experienced financial difficulty

in 2024 and will not be a peer for 2025.

Table CDA.12

Peer Banks for 2024


Rank	Peer	Assets $B
1	Citizens Financial Group, Inc.	222
2	Fifth Third Bancorp	215
3	First Citizens Bancshares, Inc.	214
4	M&T Bank Corporation	208
5	Huntington Bancshares	189
6	KeyCorp	188
7	Regions Financial Corporation	152
8	New York Community Bancorp, Inc.	114
9	Zions Bancorporation	87
10	Comerica, Inc.	86
	First Horizon Corporation	82
11	Webster Financial Corporation	75
12	Western Alliance Bancorporation	71
13	Valley National Bancorp	61
14	Synovus Financial Corp.	60
15	Wintrust Financial Corporation	56
16	Cullen/Frost Bankers, Inc.	51
17	Pinnacle Financial Partners, Inc.	48

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.13 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.13

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 65, with additional information provided in Table RC.1b and its explanatory notes.


	62	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)


Benefit	Type	Benefit Provided	Further Information
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 74.
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 74.
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 73. Any change in pension value for the NEOs is included in column (h) of the Summary Compensation Table on page 65 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.
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 65, 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 65, 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 65, 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, driven by efficiency pressures

and regulatory compliance cost structures. Although

consolidation has created substantial business

opportunities for us and others, it also has created

substantial personal uncertainties for associates. Our CIC

plan and legacy agreements were put in place to address

these uncertainties.

Our Board of Directors has adopted a Executive Change in

Control Severance Plan (the “CIC Plan”). All of the NEOs

except Mr. Popwell are participants in the Plan. When it

was created, in 2021, we stopped offering individual CIC

severance agreements and began offering participation in

the CIC Plan. Each legacy CIC severance agreement

(discussed below) will remain in place unless the executive

is invited to participate in the CIC Plan and agrees to

switch. We expect the CIC Plan to supplant the legacy

agreements by attrition over time.

The CIC Plan provides benefits if employment is

terminated in connection with a CIC event. It provides no

employment protection if a CIC event occurs—merely

benefits if employment ends in particular ways—and it

provides no benefits at all absent a CIC event. Also, it

provides no tax gross-up protection if benefits exceed

certain tax-law limits. 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 77.

The primary objective of our CIC Plan 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 Plan also provides 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.

We have a legacy CIC severance agreement with Mr.

Popwell. It is not an employment agreement. Like the CIC

Plan, the agreement provides benefits if employment is


	63	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

terminated in connection with a CIC event, but otherwise

provides no employment protection. His and other legacy

CIC severance agreements offered benefits similar to the

CIC Plan described above and were 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.

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 77.

The IBKC merger of equals that closed in 2020 was a CIC

transaction under legacy IBKC’s CIC agreements. Mr.

Restel signed a letter agreement with regard to his legacy

CIC severance agreement with IBKC. Additional

information about his letter agreement is provided under

the caption Restel Letter Agreement beginning on page 76.

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.

Clawback Policies & 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.

Under our Erroneously Awarded Compensation Recovery

Policy, certain financial restatement events will trigger an

assessment by the Compensation Committee to

determine if previously-paid executive compensation was

incorrectly too high. If compensation paid was too high,

we are required to recover the overpayment from each

applicable executive. The Policy requires recovery

whether or not the executive is at fault in relation to the

restatement or the overpayment. Generally, the Policy

applies only to compensation that has performance

conditions to vesting (e.g., bonuses and PSUs) or had

performance conditions to initial grant (e.g., bonus-driven

RSUs), and applies only to executives.

If the same compensation is subject to recovery under

more than one policy, it may be recovered only once.

Equity Grant Processes

The Compensation Committee approves and grants equity

awards at approximately the same time each year, with

awards granted each year at the February meeting.

Outside of the annual grant cycle, we may also award

equity compensation in connection with a new hire

package, retention grant or severance package.

We do not currently grant stock options as part of any of

our compensation programs. If stock options were to be

granted in the future, FHN would not grant such options in

anticipation of the release of material nonpublic

information, and the timing of the release of material non-

public information would not be based option grant dates.

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

unless specially approved.

The CEO’s minimum ownership level under the guidelines

is six times cash salary. 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.


	64	2025 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

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 2024 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, and our stock

price at the time of this year's assessment was only

$15.64.

Compensation Consultants

For 2024, 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 2024.

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 2024

• 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 CIC Plan and CIC

arrangements

• 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.

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.


	65	2025 PROXY STATEMENT

RECENT COMPENSATION

Recent Compensation

This Recent Compensation section provides detailed information about the compensation paid to our NEOs in 2024. 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,

Table RC.1, represent all compensation earned by our

NEOs for 2024, including amounts deferred by those

persons, for all services rendered in all capacities to us and

our subsidiaries. Compensation amounts from the prior

two years are also included. Additional compensation

information is provided in the remainder of this Recent

Compensation 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)
NEO Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen- sation ($)	Change in Pension Value & Nonqualified Deferred Compensation Earnings ($)	All Other Compen- sation ($)	Total ($)
D.B. Jordan 1 Chairman, President & CEO	2024	1,200,000	—	5,200,413	—	1,800,000	1,081,500	148,067	9,429,980
	2023	1,087,418	—	9,243,562	—	1,434,375	1,134,668	143,018	13,043,041
	2022	1,060,900	—	4,243,600	—	1,830,053	—	103,216	7,237,769
H. Dmuchowski SEVP—Chief Financial Officer	2024	650,000	—	1,733,466	—	700,000	16,863	58,815	3,159,144
	2023	600,000	—	899,980	—	510,000	12,508	69,660	2,092,148
	2022	600,000	—	900,000	—	586,500	—	307,263	2,393,763
A.J. Restel SEVP—Chief Banking Officer	2024	725,000	—	3,322,476	—	725,000	—	60,257	4,832,733
	2023	700,000	—	1,399,969	—	595,000	—	55,848	2,750,817
	2022	700,000	—	1,400,000	—	805,000	—	66,564	2,971,564
D.T. Popwell SEVP—Senior Strategic Executive	2024	725,000	—	1,396,405	—	725,000	—	106,061	2,952,466
	2023	700,000	—	1,399,969	—	595,000	53,513	101,783	2,850,265
	2022	700,000	—	1,400,000	—	805,000	—	98,428	3,003,428
T.S. LoCascio SEVP—Chief Operating Officer	2024	725,000	—	3,322,476	—	725,000	24,062	77,392	4,873,930
	2023	650,000	—	1,299,971	—	595,000	30,964	67,227	2,643,162
	2022	650,000	—	1,300,000	—	747,500	—	85,524	2,783,024

1Stock award column includes five-year special equity PSUs (grant date value of $3 million) and RSUs (grant date value of $2 million) granted in August 2023

in connection with Mr. Jordan's employment agreement. See Jordan Employment Agreement beginning on page 75.

Explanations of certain columns follow:

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

deferred.

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 and whether or not

deferred. 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


	66	2025 PROXY STATEMENT

RECENT COMPENSATION

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.

Col (e) Retention PSUs and CEO Special Equity PSUs. In

2024, Ms. Dmuchowski, Mr. Restel, and Ms. LoCascio were

granted targeted retention PSUs. The RPSUs had the same

terms and conditions as the regular annual 2024 PSUs,

except the vesting and performance periods were five

years rather than three. In 2023, in connection with his

employment agreement, we granted Mr. Jordan $3 million

of special equity PSUs. His SE PSUs were structured

similarly to the regular annual PSUs in 2023, except the

performance period is five years from July 1, 2023 through

June 30, 2028, and the service period is satisfied August 3,

2028. See Jordan Employment Agreement beginning on

page 75.

Col (e) PSU Maximum Values. Table RC.1a provides a

summary of the maximum payouts of the PSU awards

granted, both regular and retention, to 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	2024	2023	2022
Mr. Jordan 1	5,850,464	10,399,017	4,774,030
Ms. Dmuchowski 2	1,950,155	1,012,478	1,012,475
Mr. Restel 2	3,737,775	1,574,965	1,574,983
Mr. Popwell	1,570,951	1,574,965	1,574,983
Ms. LoCascio 2	3,737,775	1,462,468	1,462,475

12023 includes regular PSUs and special equity PSUs.

22024 includes regular PSUs and targeted retention PSUs.

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

includes RSUs which vest in three years and settle in

shares.

Col (e) Retention RSUs and CEO Special Equity RSUs. In

2024, Ms. Dmuchowski, Mr. Restel, and Ms. LoCascio were

granted targeted retention RSUs. The RRSUs had the same

terms and conditions as the regular annual 2024 RSUs,

except the vesting period was five years rather than three.

In 2023, in connection with his employment agreement,

we granted Mr. Jordan $2 million of special equity RSUs.

The SE RSUs vest August 3, 2028. See Jordan Employment

Agreement beginning on page 75.

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

Committee significantly reduced the annual cash incentive

paid for the 2020 bonus year and correspondingly

increased the 2021 annual RSU awards.

Cols (e)-(g) Retention & Other Special Awards. On

occasion special awards are made to selected individuals

based on a targeted need. Special awards reflected in

Table RC.1, all of which are discussed above, are:

retention PSU and RSU awards to Ms. Dmuchowski, Mr.

Restel, and Ms. LoCascio in 2024; and special equity PSU

and RSU awards to Mr. Jordan granted in 2023 (see Jordan

Employment Agreement beginning on page 75). Not

included in Table RC.1 are retention RCU awards granted

in 2023 to all NEOs other than Mr. Jordan. Those RCUs will

be paid in 2026 in cash amounts that will vary depending

on a performance outcome. They are not included in Table

RC.1 for 2023, but will be reflected in that table for 2026,

the year of vesting.

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

values of stock options granted. None were granted to

NEOs during the past three years.

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

column shows the annual plan-based bonus earned for

each year. 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. For 2023, bonuses were

based upon achievement in the following areas: pre-set

levels of adjusted annual pretax earnings; 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. For 2024, bonuses were

based upon achievement in the following areas: pre-set

levels of adjusted annual pre-provision net revenue; pre-


	67	2025 PROXY STATEMENT

RECENT COMPENSATION

set levels of non-performing asset and net charge-off

ratios; execution of strategic initiatives; 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 (g) RCUs with a Performance Feature. In 2023, shortly

after the termination of the TD merger transaction, we

granted retention RCUs to all NEOs other than Mr. Jordan.

They are not included in Table RC.1 for 2023, but will be

reflected in that table for 2026, the year of vesting.

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

2024 consist of the following:

Table RC.1b

All Other Compensation (Col.(i)) for 2024


	(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	62,227	77,600	8,240	—	—
Ms. Dmuchowski	17,266	37,527	4,022	—	—
Mr. Restel	6,698	49,100	4,459	—	—
Mr. Popwell	53,539	48,333	4,189	—	—
Ms. LoCascio	27,422	45,977	3,993	—	—

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.

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 NEOs which we reimbursed. Our

commitments to make such reimbursements are few, and

no such payments were made in 2024. Among the NEOs,

only Mr. Restel has a tax reimbursement right stemming

from an arrangement he had with IBKC. See Restel Letter

Agreement, which begins on page 76, for additional

information.

Col (i)(e) "Other" includes very minor, unusual, or non-

periodic benefits. None were paid in 2024 to the NEOs.

Grants of Plan-Based Awards

Table RC.2 provides information about the annual cash

incentive opportunity established for, and the grants of

PSUs, RSUs, and performance-based RCUs during, 2024. In

this table each annual incentive (cash bonus) opportunity

is considered a “Non-Equity Incentive Plan Award” in

columns (c) through (e) and is noted as "Cash"; PSUs and

retention PSUs are considered to be “Equity Incentive Plan

Awards” in columns (f) through (h); and RSUs and


	68	2025 PROXY STATEMENT

RECENT COMPENSATION

retention 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 2024.

Table RC.2

Awards Granted in 2024


(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 ($/sh)	Grant Date Fair Value of Stock & Option Awards ($)
NEO	Award	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Thres- hold (#)	Target (#)	Maximum (#)			Exercise Price of Option Awards ($/sh)	Grant Date Fair Value of Stock & Option Awards ($)
Mr. Jordan	Cash	2/12	900,000	1,800,000	2,700,000
	PSU	2/12				83,162	221,766	415,811				3,240,000
	RSU	2/12							147,844			2,080,165
Ms. Dmuchowski	Cash	2/12	325,000	650,000	975,000
	PSU	2/12				20,021	53,388	100,103				751,169
	RSU	2/12							35,592			500,779
	RPSU	2/12				7,700	20,534	38,501				288,913
	RRSU	2/12							13,689			192,604
Mr. Restel	Cash	2/12	362,500	725,000	1,087,500
	PSU	2/12				22,331	59,548	111,653				837,840
	RSU	2/12							39,699			558,565
	RPSU	2/12				30,801	82,135	154,003				1,155,639
	RRSU	2/12							54,757			770,431
Mr. Popwell	Cash	2/12	362,500	725,000	1,087,500
	PSU	2/12				22,331	59,548	111,653				837,840
	RSU	2/12							39,699			558,565
Ms. LoCascio	Cash	2/12	362,500	725,000	1,087,500
	PSU	2/12				22,331	59,548	111,653				837,840
	RSU	2/12							39,699			558,565
	RPSU	2/12				30,801	82,135	154,003				1,155,639
	RRSU	2/12							54,757			770,431

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 (Cash). The

Committee established performance criteria and set

target amounts early in 2024 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 2024 is shown in column (g) of the Summary

Compensation Table and in Annual Cash Incentive,

beginning on pages 65 and 55, respectively.

Cols (f)-(h) Regular Annual Stock Incentives (PSU). The

performance requirements for the regular 2024 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 59, for additional information. The

2024 PSUs are scheduled to vest on May 12, 2027, if

threshold performance is achieved.

Cols (f)-(h) Targeted Retention Stock Incentives (RPSU).

The performance requirements for the targeted retention

PSU awards (2024) 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


	69	2025 PROXY STATEMENT

RECENT COMPENSATION

187.5% (col (h)) of target levels. See Performance Stock

Units within the section captioned Long-Term Incentive

Awards, which begins on page 59, for additional

information. The 2024 RPSUs are scheduled to vest on

May 12, 2029, if threshold performance is achieved.

Col (i) Other Stock Awards (RSU & RRSU). Column (i)

shows regular annual RSUs and targeted retention RSUs

granted in 2024. For additional information, see the notes

for column (e) of the Summary Compensation Table (RC.1)

above.

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

to any NEO in 2024.

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

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

and (j). For the regular annual and targeted retention PSUs

and RSUs, our stock price on the grant date, February 12,

2024, was $14.07 per share. For additional information

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

Compensation Table (RC.1) beginning on page 65.

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 2024 are as follows:

• Regular annual PSUs vest on May 12 three years after

grant if goals are achieved at the 37.5% payout level

or greater.

• Targeted retention PSUs vest on May 12 five years

after grant if goals are achieved at the 37.5% payout

level or greater.

• Regular annual RSUs vest on March 2 three years

after grant.

• Targeted retention RSUs vest on March 2 five 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 77.

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. When we granted stock

options in the past, they had no mandatory or

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

grants, shares withheld to cover taxes.

The special performance-based retention RCUs granted in

2023 (mentioned in the notes to Table RC.1) will vest on

May 12, 2026. If the service requirement is met, these

RCUs will pay, in cash and without interest, a target dollar

amount which varies with the award recipient. An

additional amount of 5%, up to a maximum of 25% of

target, will be paid for each $1 that our stock price, at

vesting, exceeds the base price of $10.58 per share. The

base price was an average common stock price measured

near the grant date.

The Compensation Committee generally has the power to

impose deferral of payment as a term or condition of an

award. No 2024 executive award contained a deferral

requirement at grant.

Awards Outstanding at Year-End

Equity Awards

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, 2024, by the named executive officers.

Values are based on our market price at year-end, $20.14

per share.


	70	2025 PROXY STATEMENT

RECENT COMPENSATION

Table RC.3

Outstanding Equity Awards at Fiscal Year-End 2024


(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
	Option Awards					Stock Awards
NEO	Number of Securities Underlying Unexercised 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 1	120,385	—		18.69	3/2/2025
	116,655	—		15.43	3/2/2026
	125,786	—		15.90	3/2/2027
						459,736	9,259,083	689,604	13,888,625
Ms. Dmuchowski 1						98,857	1,990,980	125,696	2,531,517
Mr. Restel 1	8,182	—		16.01	1/9/2030
Mr. Restel 1						187,878	3,783,863	222,221	4,475,531
Mr. Popwell	12,475	—		15.43	3/2/2026
	25,535	—		15.90	3/2/2027
						93,391	1,880,895	140,086	2,821,332
Ms. LoCascio 1	3,686	—		15.43	3/2/2026
	8,806	—		15.90	3/2/2027
						164,178	3,306,545	216,468	4,359,666

1Includes: a new-hire RSU award to Ms. Dmuchowski (15,060 shares) and major-promotion RSU awards to Mr. Restel (39,730 shares) and Ms. LoCascio

(19,865 shares), all granted in 2021; special five-year PSU (223,713 shares) and RSU (149,142 shares) awards to Mr. Jordan granted in 2023 under his

employment agreement; and targeted five-year retention awards to Ms. Dmuchowski (20,534 PSUs and 13,689 RSUs), Mr. Restel (82,135 PSUs and 54,757

RSUs), and Ms. LoCascio (82,135 PSUs and 54,757 RSUs), all granted in 2024.

Explanations of certain columns in Table RC.3 follow:

Col (g) Unvested Non-Performance Restricted Stock Unit Awards. Column (g) of Table RC.3 includes RSUs unvested at year-

end. Numbers represent units (one unit = one share). The vesting dates of those awards are shown in Table RC.3a:

Table RC.3a

RSU Awards (#) Unvested at Year-End


Grant Date	Type	Vesting Date	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio
10/26/2021	Retention	10/26/2025	—	—	19,864	—	9,932
10/26/2021	Retention	10/26/2026	—	—	19,866	—	9,933
12/6/2021	Retention	12/5/2025	—	7,530	—	—	—
12/6/2021	Retention	12/5/2026	—	7,530	—	—	—
2/10/2022	Annual	3/2/2025	93,833	19,900	30,956	30,956	28,745
8/3/2023	Sp. Equity	8/3/2028	149,142	—	—	—	—
1/23/2023	Annual	3/2/2026	68,917	14,616	22,736	22,736	21,112
2/12/2024	Annual	3/2/2027	147,844	35,592	39,699	39,699	39,699
2/12/2024	Retention	3/2/2029	—	13,689	54,757	—	54,757

Col (i) Unvested Performance Stock Unit Awards. Column (i) of Table RC.3 reports annual and special equity PSU awards that

are outstanding at year-end. The performance periods and target numbers of units for those awards are shown in Table

RC.3b. Awards are reported in units (one unit = one share) at target levels. For all PSUs, the maximum is 187.5% of target.


	71	2025 PROXY STATEMENT

RECENT COMPENSATION

Table RC.3b

PSU Awards (#) Unvested at Year-End

(Stock Units at Target Levels)


Grant Date	Performance Period	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio
2/10/2022	2022-2024	140,749	29,850	46,434	46,434	43,117
1/23/2023	2023-2025	103,376	21,924	34,104	34,104	31,668
8/3/2023	7/2023 - 6/2028	223,713	—	—	—	—
2/12/2024	2024-2026	221,766	53,388	59,548	59,548	59,548
2/12/2024	2024-2028	—	20,534	82,135	—	82,135

Cols (h) & (j) Values. Columns (h) and (j) reflect year-end market values ($20.14/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.

RCU Awards

Table RC.4 shows RCU awards granted to the NEOs which were outstanding at year-end 2024. All were granted in May 2023

following the termination of the TD transaction, and all have a performance feature. For all RCUs in this table, the minimum

payout is the target level, and the maximum is 125% of target, if the service requirements are met.

Table RC.4

RCU Awards ($) Unvested at Year-End

(Dollars at Target Levels)


Grant Date	Performance Period	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio
5/6/2023	na	—	800,000	1,000,000	1,000,000	1,500,000

Awards Exercised & Vested

Table RC.5 shows stock options exercised by the NEOs

along with all stock awards (regular, retention, and other

special) that vested during 2024.

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.

Regular annual stock awards consist of RSUs and PSUs

granted in 2021, all of which are paid in stock. New-hire,

retention, and other special RSUs also are paid in stock.

The dollar values shown for the stock awards are based on

market prices of our stock on the respective vesting dates

plus accrued cash dividend equivalents. 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, 260,000 shares

and $4,612,400; Restel, 74,544 shares and $1,322,411;

Popwell, 77,305 shares and $1,371,391; and LoCascio,

52,062 shares and $923,580. Ms. Dmuchowski, who was

hired late in 2021, had no PSUs vest during 2024. Similarly,

the portions associated with new-hire, retention, or other

special RSUs are: Dmuchowski, 7,530 shares and

$168,672; Restel, 19,864 shares and $380,992; and

LoCascio, 9,932 shares and $190,496.


	72	2025 PROXY STATEMENT

RECENT COMPENSATION

Table RC.5

Options Exercised & Stock Awards Vested During 2024


(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	—	—	411,666	7,058,773
Ms. Dmuchowski	—	—	7,530	168,672
Mr. Restel	—	—	144,650	2,513,806
Mr. Popwell	—	—	129,408	2,211,812
Ms. LoCascio	—	—	96,969	1,678,222


	73	2025 PROXY STATEMENT

POST-EMPLOYMENT COMPENSATION

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 77.

• For Cause. A serious misconduct event by the

terminated associate as defined in the applicable

program will give First Horizon grounds to discharge

the associate for cause.

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. A participant may make other elections which

change the benefit, including a spousal benefit election, a

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

(restoration plan only).

Table PEC.1 shows estimated normal retirement benefits

under the pension plans as of December 31, 2024. Messrs.

Jordan and Popwell are the only NEOs who participate in

the pension plans.

Table PEC.1

Pension Benefits at Year-End 2024


(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	297,881	—
Mr. Jordan	Restoration	6 years	871,851	—
Mr. Popwell	Qualified	6 years	331,028	—
Mr. Popwell	Restoration	6 years	422,418	—

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. The computation: (i) was

made by a pension plan actuary; (ii) used the same

measurement date used for our 2024 financial statements

except that retirement age is assumed to be 65; and (iii)

used the projected unit credit cost method, which

recognizes cost in an increasing pattern as a participant

approaches retirement. The 2024 discount rates are 5.66%

for the qualified pension plan and 5.50% for the non-

qualified 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, 2024.


	74	2025 PROXY STATEMENT

POST-EMPLOYMENT COMPENSATION

Nonqualified Deferred Compensation Plans

We provide a traditional deferral plan for executives and

many other associates, not qualified under tax rules,

which allows participants 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 (401(k)) 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 contribute to 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.

Both the traditional nonqualified plan and the savings

restoration nonqualified plan 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 both nonqualified deferred

compensation plans is presented in Table PEC.2.

Information related to the qualified savings plan is not

included in the table.

Table PEC.2

Nonqualified Deferred Compensation

During 2024 & 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	409,894	51,300	2,738,179	3,374,330	13,421,149
Ms. Dmuchowski	108,223	18,300	16,985	—	274,173
Mr. Restel	22,800	22,800	494,392	—	6,970,843
Mr. Popwell	22,800	22,800	472,813	962,312	1,717,454
Ms. LoCascio	22,800	22,800	191,193	284,313	942,711

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.


	75	2025 PROXY STATEMENT

POST-EMPLOYMENT COMPENSATION

Col (e). PSU payouts. For 2024, amounts shown are the

values of deferred PSUs paid in 2024 that had vested in

2022. 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 61.

Employment & Termination Arrangements

We have ongoing special agreements with two of the

named executives:

• Mr. Jordan signed a five-year employment agreement

with us in 2023. See Jordan Employment Agreement

immediately below.

• Mr. Restel signed a letter agreement in connection

with our 2020 merger with IBKC. See Restel Letter

Agreement beginning on page 76.

In addition, 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.

This section provides information concerning those

agreements, provisions, and arrangements.

Jordan Employment Agreement

On August 3, 2023, we entered into an employment

agreement with Mr. Jordan. Key terms of the employment

agreement are summarized below.

Mr. Jordan will continue to be employed as President and

Chief Executive Officer for a five-year term expiring August

3, 2028. Mr. Jordan’s employment will terminate when

that term expires unless the parties mutually agree later

to extend the term. Our mandatory retirement policy is

waived during the employment agreement's term.

Mr. Jordan’s annual base salary was raised approximately

6% to $1,125,000. Salary may be raised after August 3,

2023, by the Compensation Committee of our Board of

Directors, but may not be lowered during the term of the

employment agreement.

Mr. Jordan’s annual cash incentive (“bonus”) target

amount during the term of the Employment Agreement is

fixed at 150% of salary. That level is consistent with 2022

and 2023 practices of the Compensation Committee.

The target amount of Mr. Jordan’s annual long-term

awards during the term of the Employment Agreement

will be 450% of salary, starting with the 2024 grant cycle.

In 2023, his long-term awards were 400% of salary.

Mr. Jordan received a special equity award consisting of

$3 million of PSUs and $2 million of non-performance

RSUs. These PSU and RSU awards have five-year service

vesting requirements, structured so that all service

requirements are fulfilled on the last day of the

employment agreement’s five-year term.

The performance measure for the PSUs was our adjusted

ROTCE (return on average tangible common equity)

averaged over the five-year period July 1, 2023 through

June 30, 2028, ranked against average ROTCE reported by

the banks in the KBW regional bank index (ticker KRX) over

that same period, similar to our 2022 and 2023 annual

PSU practices. ROTCE performance above the threshold/

minimum level will range from 50% to 150% of target. The

ROTCE performance outcome will be adjusted by our TSR

(total shareholder return) performance over five years

ranked against the KRX banks, also similar to 2022 and

2023 PSU practices. TSR performance will range from 75%

to 125%. The fully-adjusted non-zero outcomes range

from 187.5% (150% x 125%) down to 37.5% (50% x 75%).

Mr. Jordan agreed to terminate his 2007 change in control

severance agreement. Instead, he now participates in our

Executive Change in Control Severance Plan at a benefit

multiple of 3.0. That plan benefit multiple is similar to the

benefit level under his 2007 agreement. However, under

his 2007 agreement, Mr. Jordan was entitled to a tax

gross-up benefit if he had been subjected to a certain

federal excise tax following a change in control event.

Under the plan, Mr. Jordan will not be entitled to a tax

gross-up benefit.

After the employment agreement term ends, Mr. Jordan’s

then-outstanding long-term awards, other than the special

equity award mentioned above, generally will be treated

as follows: all his outstanding long-term non-performance

awards will accelerate, and all remaining service

requirements of his outstanding long-term performance

awards will be waived.


	76	2025 PROXY STATEMENT

POST-EMPLOYMENT COMPENSATION

Under the employment agreement, our Board of Directors

retains the right to discharge Mr. Jordan without cause (as

defined in the agreement) before the end of the term.

However, if that were to happen, Mr. Jordan would be

entitled to: (i) be paid cash severance equal to two times

his annual salary and bonus target at that time; (ii) have all

his outstanding long-term non-performance awards

accelerate (including the special equity RSUs mentioned

above); (iii) have waived the service requirements of all his

regular outstanding performance awards (other than the

special equity PSUs mentioned above), without impacting

or accelerating performance determinations that will

continue to be made in the normal course; and (iv) have

his special equity PSUs reduced in proportion to the part

of the service vesting period that Mr. Jordan will not be

employed, and have the remaining special equity PSUs

accelerated and paid based on actual performance

through the most recently completed calendar quarter. If

Mr. Jordan resigns for good reason (as defined) during the

term of the employment agreement, he likewise would be

entitled to the benefits outlined above.

Mr. Jordan has agreed to a non-solicitation covenant in his

employment agreement, applicable to our clients and

associates, which applies during the term of the

agreement and for two years after his employment

terminates. Mr. Jordan also has agreed to confidentiality,

non-disparagement, and cooperation covenants.

Restel Letter Agreement

When we signed the IBKC merger agreement in 2019,

IBKC signed a letter agreement with Mr. Restel. That letter

agreement 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 in 2021, on the anniversary of the merger’s closing

date. Mr. Restel is subject to indefinite non-

disparagement and confidentiality covenants under this

letter agreement.

Mr. Restel had a change in control severance agreement

with IBKC. His CIC severance 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, his letter agreement

guaranteed that Mr. Restel will receive, when his

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. That

benefit is included in his nonqualified deferred

compensation balance as discussed in Nonqualified

Deferred Compensation Plans beginning on page 74.

In addition, we are required to pay Mr. Restel certain tax

gross up amounts, which we estimate will be

approximately $3 million.

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.

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	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.


	77	2025 PROXY STATEMENT

POST-EMPLOYMENT COMPENSATION


Compensation Item	Resignation / Discharge	Death / Disability	Retirement	Key Factors
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.

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

Plan and CIC severance agreements) 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	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.


	78	2025 PROXY STATEMENT

POST-EMPLOYMENT COMPENSATION


Compensation Item	Impact of CIC	Key Factors
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 Plan

All of the NEOs except Mr. Popwell participate in our

Executive Change in Control Severance Plan (“CIC Plan”).

For these officers, the CIC Plan provides a cash severance

benefit equal to 3.0 times (Mr. Jordan) or 2.5 times (all

other NEOs) the sum of annual base salary plus 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. The CIC plan does not provide for a federal

excise tax gross-up benefit. Severance payments are to be

reduced if a small reduction in benefit (up to 5% or

$50,000) would avoid the excise tax. 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 Severance Agreements

We have a legacy CIC severance agreement with Mr.

Popwell. The agreement provides a 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. Popwell’s agreement does not provide for a

federal excise tax gross-up benefit. Severance payments

are to be reduced if a small reduction in benefit (up to 5%

or $50,000) would avoid the excise tax. Non-

disparagement, cooperation, and non-solicitation

covenants are included in the agreement. His agreement

does not guarantee employment for any term or period.

His agreement generally can be terminated unilaterally

with three years’ prior notice.

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, 2024. The closing stock

price on December 31, 2024, of $20.14 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.


	79	2025 PROXY STATEMENT

POST-EMPLOYMENT COMPENSATION

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 Restoration 2	Savings Restoration	Health & Welfare	Other	Tax Gross-up Payments	Total
Mr. Jordan	8,190,000	1,800,000	22,109,657	1,023,729	1,056,078	35,150	25,000	na	34,239,614
Ms. Dmuchowski	2,747,083	650,000	4,959,219	—	36,722	35,269	25,000	na	8,453,293
Mr. Restel	3,503,077	725,000	8,743,650	—	212,316	32,721	25,000	na	13,241,764
Mr. Popwell	4,205,000	676,667	5,220,680	488,257	492,754	23,575	25,000	na	11,131,933
Ms. LoCascio	3,197,917	725,000	8,721,945	—	219,076	24,659	25,000	na	12,913,597

1The amounts in this column reflect “the bonus amount” defined in each CIC severance plan or agreement, 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.

Table PEC.5 illustrates payments that would be owed if

each NEO had experienced a qualifying termination of his

or her employment at year-end following a hypothetical

CIC event in 2024. The table does not reflect actual

amounts that could or would be owed to any NEO in

connection with an actual CIC event, which actual

amounts will vary

with the timing and other circumstances surrounding an

actual qualifying termination following that CIC event.

Moreover, Table PEC.5 is not intended to predict or

suggest any probability that a CIC event will occur in the

future or that any of the NEOs will experience a qualifying

termination following such an event.


	80	2025 PROXY STATEMENT

PAY VERSUS PERFORMANCE

Pay Versus Performance

The following table is presented as required by proxy

disclosure rules. As discussed below, each of the

compensation amounts presented in columns (b) through

(e) is a composite of amounts actually paid or owed, plus

amounts granted based on values at grant, and plus or

minus adjustments which FHN does not employ in its

compensation programs or decisions. Moreover, the

amounts presented in columns (d) and (e) represent

averages of those composites for four, five, or six

executive officers, some of whom experienced major job

changes in one or two of the years presented which

substantially increased or reduced their total

compensation for those years. For further information,

see the column explanations below and 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 (millions of $s)	Company- Selected Measure: Return on Avg. Tangible Common Equity (ROTCE)
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	FHN Total Shareholder Return	Peer Group Total Shareholder Return	FHN Net Income (millions of $s)
2024	9,429,980	15,729,053	3,954,568	5,826,331	149.23	130.96	794	10.99%
2023	13,043,041	(11,688,459)	2,584,098	(1,044,320)	101.06	115.69	916	14.11%
2022	7,237,769	17,866,977	4,464,277	6,279,548	167.06	116.15	912	15.58%
2021	8,414,496	11,818,805	3,641,125	2,576,321	108.52	124.78	1,010	16.46%
2020	5,580,188	(6,406,047)	11,989,412	13,708,341	81.83	91.32	857	19.03%

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 65, and this year we have four

NEOs in addition to the CEO. Total compensation for each

of the NEOs is presented each year in the SCT as required

by proxy disclosure 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, as shown in Table PVP.2 below. Moreover, in

three instances, other NEOs had departed before year-

end, and in one instance an NEO was hired late in the

year. The circumstances of departure (retirement,

negotiated separation, simple resignation) substantially

altered the compensation outcomes for those persons in

those years. The averaging calculations use each total "as

is"; the calculations do not annualize or normalize any

person's compensation for any given year.

Cols (c) & (e). Compensation Actually Paid (CAP). The

information presented in these columns adjusts the SCT

data in specific ways prescribed by the proxy disclosure

rules. Although the CAP information does include 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

the two CAP columns, including the names of each NEO

each year as well as the adjustments made, is presented

under the caption Supplemental and Supporting

Information beginning on page 81 below.

Col (e). Average CAP data. For each year, Column (e)

presents the average of the total CAP for the NEOs other

than our CEO.

Col (f). FHN TSR. For each year under column (f), Table

PVP.1 shows the dollar value of $100 invested in FHN

common stock on the last trading day of 2019 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 "2022" row shows that value measured over

the 3-year period December 31, 2019 through Friday

December 30, 2022.

Col (g). Peer TSR. FHN uses different peer groups for

different purposes. See Peer Group & Market

Benchmarking beginning on page 61 for further

information. For several years (including 2024) the peer

group we used for a TSR performance measure used in


	81	2025 PROXY STATEMENT

PAY VERSUS PERFORMANCE

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

2019 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:

the largest banks in the index have a much larger impact

on index performance than the smallest banks.

Col (h). FHN Net Income. Column (h) shows, for each year,

FHN's net income as reported in our Annual Reports on

Form 10-K, in the Consolidated Statements of Income

appearing in Item 8 of each Report.

Col (i). Company-Selected Measure: Return on average

Tangible Common Equity (ROTCE). For all five of the years

shown in Table PVP.1, return on average tangible common

equity, or ROTCE, is the Company-Selected Measure which

in FHN's assessment represents the most important

financial performance measure (that is not otherwise

required to be disclosed in the Table PVP.1) used by FHN

to link compensation actually paid to FHN's named

executive officers, for the most recently completed fiscal

year, to company performance. ROTCE is the foundation

for the primary driver of performance outcomes of our

executive PSUs. For a given year, ROTCE is our net income

available to common shareholders divided by our average

(for the year) tangible common equity. Net income

available to common shareholders appears in our audited

Consolidated Statements of Income, and is the result of

deducting Net income attributable to noncontrolling

interest and Preferred stock dividends from Net income.

Tangible common equity does not appear in our audited

Consolidated Balance Sheets and is considered to be non-

GAAP. It is calculated by deducting from Total equity the

sum of: Noncontrolling interest, Preferred stock, Goodwill,

and Other intangible assets. Average Tangible common

equity uses the averages (for the year in question) of each

of those balance sheet items.

Col (i). How ROTCE is used for PSUs. For each PSU,

adjusted ROTCE (explained below) for each of the three

performance years was averaged and ranked against the

3-year average ROTCE reported by each bank in the KRX

Index. A median ROTCE rank by FHN would result in target

(100%) PSU performance before adjustment for our TSR

rank. Top-quartile rank would result in top (150%) ROTCE

performance, while bottom-quartile rank would result in

zero payout. The categories of PSU adjustments to ROTCE

are set at the time of grant; although they can change

from year to year, changes in one year are not applied

retroactively to earlier years. Adjustments to arrive at

FHN's adjusted ROTCE are made for certain specified

items, including changes in accounting principles and

certain unusual or non-recurring items, such as litigation

settlements. Also, income and expenses recognized for

pending or completed mergers, certain divestitures, and

certain other strategic events are removed from adjusted

ROTCE calculations. See Performance Stock Units within

the section captioned Long-Term Incentive Awards, which

begins on page 59, for additional information. The ROTCE

data appearing in column (i) is annual (not a three-year

average), and is unadjusted.

Supplemental and Supporting Information

NEOs Each Year

Table PVP.2

Named Executive Officers 2020-2024


	2024	2023	2022	2021	2020
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	Hope Dmuchowski Anthony J. Restel David T. Popwell Tammy S. LoCascio	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


	82	2025 PROXY STATEMENT

PAY VERSUS PERFORMANCE

Adjustments Resulting in CAP Data (Table PVP.1 Cols. (c) & (e))

The following two tables provide details regarding the specific adjustments made to create CAP data.

Table PVP.3a

Adjustments Made to SCT Data to Create CAP Data for CEO


(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)
Year	Pension Adjustments		Stock Award Adjustments*
Year	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 through Vesting Value Change of Awards Vested during Year	Add Dividends Paid on Awards during Year
2024	(500,000)	—	(5,200,000)	—	—	7,443,945	3,483,200	—	291,929	779,999
2023	(1,134,668)	—	(9,243,562)	—	—	7,719,296	(20,022,131)	—	(3,054,341)	1,003,906
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

*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.

Table PVP.3b

Adjustments Made to SCT Data to Create CAP Data for Other NEOs (Averaged)


(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)
Year	Pension Adjustments		Stock Award Adjustments*
Year	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 through Vesting Value Change of Awards Vested during Year	Add Dividends Paid on Awards during Year
2024	(150,000)	—	(1,350,000)	—	—	3,497,955	(294,942)	—	81,249	87,500
2023	(128,378)	—	(1,249,972)	—	—	718,620	(2,938,976)	—	(72,362)	42,651
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

*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 CAP to Performance

Overview

Proxy statement rules require us to discuss the

relationship of the compensation actually paid ("CAP")

data presented in columns (c) (for the CEO) and (e) (for

other NEOs) of Table PVP.1 to the performance measures

presented in columns (f) (our TSR), (h) (our net income),

and (i) (our ROTCE) of the Table. In addition, we are

required to compare our TSR with that of the KRX index,

presented in column (g) of Table PVP.1. In reviewing the

following, please keep in mind that we do not use the CAP

data for any purpose.


	83	2025 PROXY STATEMENT

PAY VERSUS PERFORMANCE

CAP

Chart PVP.1 presented below graphically shows the CAP of

our CEO and, as an average, of our other NEOs for each of

the years 2020-2024. That information is presented

numerically in Table PVP.1 above, in columns (c) and (e).

Charts PVP.2, .4, and .5 in this discussion show the relation

of CAP to certain performance measures, but an

understanding of CAP is necessary to appreciate those

charts.

CAP—compensation actually paid—is a misnomer.

Although the proxy disclosure rules require us to use that

term, the CAP numbers that are shown only partly reflect

amounts actually paid to anyone. CAP numbers should be

viewed as being comprised of both actual and highly-

adjusted compensation amounts. Tables PVP.3a and .3b

above show in detail the numerical differences between

CAP and the compensation reported in the Summary

Compensation Table (Table RC.1) on page 65. The

adjustments used in deriving CAP can result in large and

seemingly idiosyncratic fluctuations from year to year,

which is evident in Chart PVP.1. However, as discussed

below, those fluctuations largely were driven by

significant volatility in our stock price, much of which was

driven by events external to our ordinary business

operations.

Chart PVP.1

CEO CAP in Chart PVP.1 ranged from a low of

$(11,688,459) in 2023 to a high of $17,866,977 in 2022.

The two years for which CAP was a negative number—

negative compensation "actually paid"—resulted from

large down-swings in the market price of our stock from

the beginning of the year to the end. A key adjustment to

arrive at CAP is to add or subtract year-over-year changes

in stock price associated with compensatory stock awards

granted, vested, and outstanding during the year. In 2020,

the key factor was COVID-19's impact on the market

overall. In 2022, FHN's stock price was substantially

boosted by the then-pending all-cash TD transaction. In

2023, the downward key factor was the termination of the

TD transaction in May in the context of a banking crisis, as

three regional banks failed in less than two months. In

2024, bank stocks generally recovered somewhat as the

crisis fears faded, and FHN recovered a bit more than

average, as illustrated in Chart PVP.3 below.

The 2020 and 2023 CAP numbers literally suggest that the

CEO in each of those years was paid nothing, or even

owed an amount to us. In fact, he was actually paid salary

and bonus and had older stock awards vest. Significant

losses in his stock award values did occur but were largely

unrealized, as were his losses in stock holdings apart from

awards, which CAP does not include.

The average CAP of the other NEOs over this five-year

period also fluctuated substantially, though less severely

than that of the CEO. Volatility was diminished in part

because each year shown is an average of the CAPs for

four or more other officers. The stock-price impacts noted

for the CEO also affected the other NEOs. However, the

other NEOs generally receive less of their total direct

compensation in the form of stock awards, so price

impacts on CAP are less. In addition, the other NEO

average CAP was very significantly raised in 2020 because

three of the four other NEOs that year received very large

change in control benefits associated with our merger of


	84	2025 PROXY STATEMENT

PAY VERSUS PERFORMANCE

equals with IBKC, which overwhelmed the negative impact

of our COVID-driven stock price decline that year.

Relation of CAP to FHN's TSR

Chart PVP.2 graphically shows the relation of the CAP data in Table PVP.1 (columns (c) and (e)) to our TSR (column (f)).

Chart PVP.2

Our TSR for any given period depends on our stock price

change from start to end, and on our dividends during the

period which are assumed to be reinvested each quarter.

For this presentation, TSR represents the value of $100

invested on December 31, 2019, measured at the end of

each of the five years shown.

As mentioned above in the discussion of CAP, our stock

price fell significantly in 2020 and again in 2023, directly

resulting in a fall in TSR and a fall in the CEO's CAP for

those years. The chart shows that the CEO's CAP was

impacted by the 2020 and 2023 stock price decrease much

more robustly than TSR. Similarly, CEO CAP in 2024 rose

more sharply than TSR.

Average CAP for the other NEOs rose in 2020 despite the

fall in stock price and TSR that year. Although the other

NEOs were negatively impacted by the fall in our stock

price, three of the four other NEOs that year received very

large change in control benefits associated with our

merger of equals with IBKC. Our CEO received no such

benefit. Other NEO CAP fell in 2023 and rose in 2024 for

the reasons mentioned above, but less robustly than the

CEO's CAP. The compensation mix for the other NEOs

generally contains a lower percentage of stock awards,

reducing the effects of a stock price downturn.


	85	2025 PROXY STATEMENT

PAY VERSUS PERFORMANCE

Relation of FHN TSR to Peer TSR

Chart PVP.3 graphically shows the relation of our TSR (column (f) of Table PVP.1) to the TSR of our peer group, represented by

the Keefe, Bruyette & Woods (KBW) Regional Bank Index, which is publicly reported under the trading symbol KRX (column

(g)).

Chart PVP.3

As mentioned above, our TSR depends significantly on our

stock price change from start to end, and moderately on

our dividends which are assumed to be reinvested each

quarter. The KRX Index TSR is measured analogously, but

differs somewhat from any particular company's TSR: (i)

the index is a blend of the stock and dividend performance

of 50 banks; (ii) the blending is market-weighted so that

the largest index banks significantly outweigh the

smallest; and (iii) over time, the 50 banks that comprise

the KRX index change as some no longer satisfy KBW's

criteria for inclusion and are replaced.

Chart PVP.3 shows significant correlation of FHN's TSR

with the KRX TSR, except for 2022. As mentioned above,

our year-end 2022 stock price was $24.50 per share, very

substantially higher than a year earlier, while the KRX

index fell modestly that year. Our price, and therefore our

TSR, was inflated by our then-pending TD transaction. As

Chart PVP.3 shows, after the TD transaction terminated,

our TSR roughly fell back in line with the KRX Index by the

end of 2023, and outperformed the Index in 2024.


	86	2025 PROXY STATEMENT

PAY VERSUS PERFORMANCE

Relation of CAP to Net Income

Chart PVP.4 graphically shows the relation of the CAP data in Table PVP.1 (columns (c) and (e)) to our net income (column (h)).

Chart PVP.4

The increase in our reported net income from 2020 to

2021 was driven by the completion in 2020 of our merger

of equals with IBERIABANK, which nearly doubled our size.

Income from IBERIABANK's operations was not counted in

the first half of 2020. Moderation in net income from 2021

to 2023 largely was driven by unfavorable market

conditions and rising costs. Those conditions greatly

impacted two of our business areas (related to fixed

income trading and home mortgages), and compressed

our net interest margin. Those impacts were partially

moderated by steady loan growth during those years,

which was supported by our investment discipline during

the COVID-19 pandemic years, by our strong capital

position, by low loan loss levels, and by strong execution

of post-IBKC business plans. Net income in 2023 was

boosted by a one-time merger termination fee, as

mentioned above. Our net income in 2024 improved in

many fundamental respects over 2022 and 2023, but was

negatively impacted by the costs of repositioning some of

our investments, realizing losses in 2024 but replacing

them with higher-yielding securities going forward.

Our net income was very significantly unrelated to CAP

during this period. Stock price volatility in this period, as

noted above, was a significant driver of CAP, especially for

the CEO, but stock price had an unusually weak

connection to net income. As noted above, in this period

our stock price, and CAP, were heavily impacted by the

COVID-19 recession, our merger of equals with IBKC, our

2022 agreement to be acquired by TD and its termination

in 2023, and the banking panic that followed the failures

of three prominent banks in the spring of 2023. COVID-19

hurt our net income, but that impact was overwhelmed by

the positive effects of the merger with IBKC. The TD

transaction caused our stock price to rise sharply in 2022

but negatively affected our net income with 14 months of

added direct expense and operational stand-stills. When

the TD transaction terminated in 2023, our stock price fell

sharply while our net income was boosted significantly

with a termination fee. In 2024 we reported steady

growth in core businesses without significantly impacting

credit quality, and our stock price benefited. Also, in late

2024, FHN and most other banks experienced stock price

growth following the U.S. federal elections.

Major components of compensation did not automatically

rise following the 2020 merger, nor did our larger size

directly affect any performance outcomes related to

compensation. However, our executive compensation

benchmarking after 2020 changed because our size was

much larger. Major pay components (salary, bonus, long-

term awards) have competitively increased for the CEO

and the other NEOs generally. CAP levels after 2020 have

been pushed up by that merger even if that impact is

obscured in Chart PVP.4 by the large impacts from stock

price volatility and 2020 change in control payments for

the other NEOs, as discussed previously.


	87	2025 PROXY STATEMENT

PAY VERSUS PERFORMANCE

Relation of CAP to ROTCE

Chart PVP.5 graphically shows the relation of the CAP data in Table PVP.1 (columns (c) and (e)) to ROTCE (column (i)).

Chart PVP.5

Comparing Charts PVP.4 and .5 shows that during this

period, ROTCE was significantly less volatile than net

income. Those differences, discussed below, resulted in

ROTCE having a very poor correlation with the highly

volatile, stock-price-dependent, CEO CAP. On the other

hand, Chart PVP.5 shows that, during the period

presented, ROTCE is less volatile than other NEO average

CAP but otherwise is reasonably correlated.

ROTCE results during this period were significantly

impacted by external events in two years: in 2020, a large

accounting gain (much larger than the related merger

expenses) was recognized at the closing of the IBKC

merger; and in 2023, a large merger termination fee (also

much larger than the related merger expenses) was

recorded. Other major impactors during this period

included: in 2020, our loan-loss provisioning rose

substantially, related to the COVID-19 recession; in 2021,

a significant amount of the 2020 loan-loss provisioning

was reversed when it became clear that the losses were

not going to occur; in 2022 and 2023, poor market

conditions severely curtailed fixed income trading and

mortgage-related businesses while diminishing our loan

spreads; and in 2024, a repositioning of low-yield

investments into better ones resulted in a significant non-

recurring loss being recognized.

ROTCE (averaged over three years) is the key performance

measure in our executive PSU program. Our use of ROTCE

in the PSU program is discussed above in Compensation

Discussion & Analysis—Long-Term Incentive Awards

beginning on page 59.


	88	2025 PROXY STATEMENT

PAY VERSUS PERFORMANCE

Key Performance Indicators (KPIs) Used in 2024

In 2024 FHN used five quantitative KPIs as financial

performance measures for performance-based executive

compensation (i.e., bonuses and PSUs), as shown in Table

PVP.4.

Table PVP.4

Quantitative KPI Overview


Abbreviation	Description	Used In
ROTCE	return on average tangible common equity	PSUs
PPNR	pre-provision net revenue	Bonus
NPA	non-performing assets ratio	Bonus
NCO	net charge-off ratio	Bonus
TSR	FHN's total shareholder return (measured over the PSU performance period)	PSUs

Our use of these measures, along with the quantitative

goals established and the outcomes achieved, are

discussed within Compensation Discussion & Analysis

above in the Annual Cash Incentive section beginning on

page 55, and in the Long-Term Incentive Awards section

beginning on page 59.

As discussed more fully in those sections above, some of

the measures listed in Table PVP.4 (ROTCE and PPNR) are

used on an adjusted basis. Categories of non-discretionary

adjustments are selected by the Committee each year for

the annual bonus and PSUs. The budget data used to set

target and other performance levels assumes those

adjustments will be made if the adjustment events occur.

The ROTCE and Net Income data presented earlier in this

Pay Versus Performance section are not adjusted but

instead reflect what was reported in our annual reports

for the years presented. ROTCE information presented in

Table PVP.1 and in Chart PVP.5 is not directly comparable

to the adjusted ROTCE data used for PSUs.


	89	2025 PROXY STATEMENT

OTHER MATTERS

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.

2026 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 2026 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 17, 2025.

Proxy Access Nominations

If you would like to nominate a director for inclusion in

the proxy materials for our 2026 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 2025 annual meeting is March 17,

2025, so a proxy access nomination would have to be

submitted not earlier than October 18, 2025 and not later

than November 17, 2025. 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 2026 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

2026 annual meeting will be held on April 28, 2026. 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 29, 2025, and

January 28, 2026, 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 2026 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.


	90	2025 PROXY STATEMENT

OTHER MATTERS

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 2024

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 2024 to the U.S. Internal Revenue Service. The

median associate was that person, employed by us at

year-end 2024, whose 2024 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 2024,

calculated using the methodology reported in the

Summary Compensation Table section starting on page

65, was $9,429,980. Total compensation for our median

associate for 2024, calculated using the same

methodology, was $79,790. The ratio of 2024 total

compensation for the CEO in relation to that for the

median associate is 118 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

Shannon M. Hernandez

Senior Vice President,

Assistant General Counsel and

Corporate Secretary

March 17, 2025


☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under Sec. 240.14a-12


☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.