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
652026 PROXY STATEMENT
| 65 | 2026 PROXY STATEMENT |
RECENT COMPENSATION
Regular annual PSUs vest on May 12 three 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.
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 66, 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 73.
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 2025 executive award contained a deferral requirement at grant.
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