FIRST HORIZON CORP
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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FY2023 · Filed Feb 23, 2024
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Item 10. DIRECTORS & EXECUTIVE OFFICERS
Table of Contents
PART III
Required Item 10 Information
In 2023, there were no material amendments to the procedures, described in our 2024 Proxy Statement under the caption Shareholder Recommendations and Nominations, especially under the sub-caption Committee Consideration of Shareholder Recommendations of Nominees, by which security holders may recommend nominees to our Board of Directors.
Our bylaws contain a process, if certain conditions are met, for a shareholder to nominate a person for election to the Board in advance of an annual meeting, and to require us to include that nomination in our annual meeting proxy statement. Additional information regarding this process is available in our 2024 Proxy Statement under the captions Shareholder Recommendations and Nominationsand 2025 Annual Meeting—Proposal & Nomination Deadlines, which information is incorporated herein by reference.
Our Board of Directors has adopted a Code of Ethics for Senior Financial Officers that applies to the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer and also applies to all professionals serving in the financial, accounting, or audit areas of FHN and its subsidiaries. A copy of the Code has been filed or incorporated by reference as Exhibit 14 to this report and is posted on our current internet website at www.firsthorizon.com: click on “Investor Relations” at the bottom of the web page, then hover over “Corporate Governance” near the top of the page, then click on “Governance Documents.” Scroll down the Governance Documents page to find a link to the Code. A paper copy of the Code is available without charge upon written request addressed to our Corporate Secretary at our main
office, 165 Madison Avenue, Memphis, Tennessee 38103. We intend to satisfy our disclosure obligations under Item 5.05 of Form 8-K related to Code amendments or waivers by posting such information on our internet website, the address for which is listed in this paragraph above.
We have adopted an Inside Information Policy and related written Procedures for that Policy (collectively, our "Insider Policy"). Our Insider Policy governs the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and certain other persons. It is designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to us. By its terms as written, our Insider Policy applies only to insiders (directors, officers, employees, and certain other persons). In practice, senior management applies the periodic and ad hoc blackout provisions to our purchases of our securities in all market transactions, and in all off-market transactions other than share-withholding related to employee stock plan awards. Exceptions to the blackout provisions must be approved by our Chief Executive Officer in consultation with our General Counsel. Our Inside Information Policy and its Procedures have been filed or incorporated by reference as Exhibits 19.1 and 19.2 to this report. In addition, the following section of our 2024 Proxy Statement is incorporated herein by reference: Policies on Insider Trading and Hedging.
Other information required by this Item related to the topics mentioned in Table 10.1 is incorporated herein by reference to the disclosures indicated in the Table, or is provided in that Table.
ITEM 10. DIRECTORS & EXECUTIVE OFFICERS
Table of Contents
Table 10.1
| Item 10 Topics | Responses or Incorporated Disclosures |
|---|---|
| Directors and nominees for director of FHN, the Audit Committee of our Board of Directors, members of the Audit Committee, and Audit Committee financial experts | In our 2024 Proxy Statement: Independence & Categorical Standards, Committee Charters & Composition, Audit Committee, and Vote Item 1—Election of Directors (excluding the Audit Committee Report and the statements regarding the existence and location of the Audit Committee’s charter) |
| Executive officers | In the Supplemental Part I Information following Item 4 of this report: Executive Officers of the Registrant, beginning on page 50 |
| Compliance with Section 16(a) of the Securities Exchange Act of 1934 | not applicable |
First Horizon Directors
Table 10.2
OUR BOARD OF DIRECTORS
(at February 20, 2024)
| Harry V. Barton, Jr.Age 69CPA and Owner,Barton Advisory Services, LLC,an investment advisory firm | Velia CarboniAge 53Exec. Vice President and Chief Digital and Technology Officer,VF Corporation, a provider of branded lifestyle apparel, footwear and accessories | John N. Casbon*Age 75Retired Executive Vice President,First American Title Insurance Company,a title insurance company |
|---|---|---|
| John C. ComptonAge 62Partner,Clayton, Dubilier & Ricea private equity firm | Wendy P. DavidsonAge 54President and Chief Executive OfficerThe Hain Celestial Group, Inc.,an organic and natural products company | John W. DietrichAge 59Executive Vice President and Chief Financial Officer, FedEx Corporation, a provider of transportation, e-commerce and business services |
| William H. Fenstermaker*Age 75Chairman and CEO,C.H. Fenstermaker and Associates, LLC, a surveying, mapping, engineering, and environmental consulting company | D. Bryan JordanAge 62Chairman of the Board,President andChief Executive Officer,First Horizon Corporation,a financial services company | J. Michael Kemp, Sr.Age 53Founder and Chief Executive Officer,Kemp Management Solutions,a program management andconsulting firm |
| Rick E. MaplesAge 65Retired Co-Head of Investment Banking,Stifel, Nicolaus and Company, Incorporated,a financial services company | Vicki R. PalmerAge 70President,The Palmer Group, LLCa general consulting firm | Colin V. ReedAge 76Executive Chairman,Ryman Hospitality Properties, Inc.a real estate investment trust |
| Cecelia D. StewartAge 65Retired President, U.S. Consumer & Commercial Banking,Citigroup, Inc.a financial services company | Rosa SugrañesAge 66Founder and formerChief Executive Officer,Iberia Tiles,a ceramic tile distributor | R. Eugene TaylorAge 76Retired Chairman of the Board andChief Executive Officer,Capital Bank Financial Corp.,a financial services company |
*Indicates a director who will retire when directors are elected for 2024-25 at the 2024 Annual Meeting of Shareholders.
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