FIRST HORIZON CORP
For the period ended Apr 28, 2026. Filed Mar 16, 2026.
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Apr 28, 2026 · Filed Mar 16, 2026
Contents
192026 PROXY STATEMENT
| 19 | 2026 PROXY STATEMENT |
BOARD MATTERS
earned a bachelor’s degree in accounting from Saint Louis University and a master's degree in business administration from Washington University in St. Louis. He is currently serving as Group President, Ameren Utilities of Ameren Corporation (“Ameren”). In this role, Mr. Moehn oversees each of Ameren's operating utilities. From 2019 to 2025, he served as Chief Financial Officer of Ameren, which had operating revenue of $7.6 billion in 2024. As CFO, Mr. Moehn was responsible for all aspects of the financial affairs of the company, including investor relations, financial reporting, accounting, tax, treasury, internal audit, and capital allocation and capital market activities. He regularly reviewed the company’s financial results in detail, including issues relating to its estimates, accruals and reserves, and he met quarterly with PricewaterhouseCoopers LLP, Ameren's independent auditor, to discuss financial statement and accounting matters. Mr. Moehn also regularly worked with the audit and risk committee of the board of directors of Ameren, whose responsibilities include oversight of critical accounting policies, critical audit matters, and internal control over financial reporting. He currently serves on First Horizon’s Audit Committee. Prior to joining Ameren, he worked at PricewaterhouseCoopers, culminating with his service as a Senior Manager in the Audit and Business Advisory Services group.
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.
Ms. Davidson, Mr. Dietrich, Mr. Moehn, 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.
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