FIRST HORIZON CORP FHN

36% shingled-prose overlap between the two filings.

2025: 64,292 chars · 2026: 53,827 chars

• Committee Report:40% overlap (390 → 938 chars)

• changedCD&A Selected ContentsExecutive Summary46CD&A Glossary52Pay Summary48CD&AGlossary54PayComponents & Decisions52Total Decisions54TotalDirect Compensation (TDC)52Salary52Incentive Mix53Annual (TDC)54Salary54IncentiveMix55AnnualCash Incentive53Long-Term Incentive55Long-TermIncentive Awards56Compensation Awards59CompensationPractices & Philosophies57Peer Philosophies60PeerGroup & Market Benchmarking57Deferral, Benchmarking61Deferral,Retirement, & Other Benefits58Clawback Benefits61ClawbackPolicies & Practices60Equity Practices63EquityGrant Processes60Compensation Governance60Compensation Processes63CompensationGovernance63CompensationCommittee Report61The Report64TheCompensation Committee of the Board oversees compensation for executives, as discussed under Compensation Committee beginning on page 21 of this proxy statement.
• changedThis CD&A section discusses and analyzes executive compensation decisions made by the Committee related to 2025. 2024.
• changedA glossary is provided on page 52.This 54.ThisCD&A section, along with the two compensation sections that follow, focuses on the compensation of five executives.
• changedThese five are our “Named Executive Officers” or “NEOs” for 2025:Table CDA.12025 2024:TableCDA.12024NEOsNamePositionD.
• newRestelSenior Executive Vice President—Chief Banking OfficerTammy S.
• changedLoCascioSenior Restel*SeniorExecutive Vice President—Chief Operating BankingOfficerDavid T.
• newPopwell*Senior Executive Vice President—Senior Strategic Executive * As reported in a Current Report on Form 8-K filed on August 7, 2025, Mr. Popwell retired from his position with First Horizon effective at the close of our fiscal year on December 31, 2025.
• changedFinancial Results Highlights for 2025 2024
• newIn 2025 we had four consecutive quarters of strong results even amid an uncertain and evolving economic environment.
• changedKey 2025 2024results include: •Our one-year total shareholder return (TSR) in 2025 2024was +22.12%, +47.66%,meaning that a $100 investment made at year-end 2024 2023would have grown to $122.12 $147.66by year-end 2025, 2024,with dividends reinvested.
• new•Net loans and leases grew $1.7 billion (2.7%) compared to year-end 2024 despite continuing competitive market conditions and economic uncertainty related to tariffs and interest rates.•Total deposits grew $1.9 billion compared to year-end 2024 despite competitive market conditions, causing our year-end loan to deposit ratio to decline slightly to 95.1% from 95.4% at year-end 2024.•Net income available to common shareholders (NIAC) increased significantly for 2025, growing to $956 million from $738 million for 2024, an increase of 29.5%.
• newThe increase was driven largely by the increases in net interest income and noninterest income discussed below.•Net interest income for 2025 increased 4.4% (or $111 million) to $2,622 million compared to 2024, driven by lower deposit pricing, partially offset by lower loan yields.
• newNet interest income for 2025 was also positively impacted by cash basis income and increased accretion related to the Main Street Lending Program.•Noninterest income increased 17.4% (or $118 million) to $797 million for 2025, driven partly by improvements in our fixed income and mortgage banking businesses, especially in the latter half of the year.
• newIn addition, noninterest income for 2024 was negatively impacted by a $91 million (pretax) loss incurred from repositioning part of our investment portfolio during the fourth quarter of that year, which, of course, did not recur in 2025.
• new462026 PROXY STATEMENT
• new•Noninterest expense increased by 1.9% (or $39 million), to $2,074 million for 2025, driven largely by higher variable compensation due to revenue growth within the fixed income business, especially during the latter half of the year, and an increased contribution to the First Horizon Foundation.•Return on tangible common equity (ROTCE) increased significantly, expanding to 14.0% in 2025 from 11.0% in 2024, an increase of 27.5%.
• newPretax net income (PTI) also increased in 2025, rising 27.4% to $1,281 million.
• newBoth increases were driven by the same factors mentioned above, particularly for net interest income and noninterest income.•Our non-performing asset (NPA) and net charge off (NCO) ratios remained comparable to 2024, at 0.94% and 0.19%, respectively, despite the increased economic uncertainty that marked 2025.•Our efficiency ratio in 2025 was 60.7%, lower than 2024's 62.1%.
• newThe higher efficiency ratio for 2024 was driven significantly by the fourth quarter 2024 investment portfolio repositioning losses mentioned above.
• changedCompensation-Related Performance Priorities & Outcomes in 2025 2024
• newPriorities in 2025In 2025 our executive team focused on several priorities, the most important of which were:•Achieve Financial Targets and Superior Stock Performance.
• newThe primary financial measure used for 2025 executive bonuses was adjusted pretax income (PTI).
• newThe 2025 budget target for adjusted PTI was $1,169 million, substantially above 2024's unadjusted PTI of $1,005 million.
• newFinancial goals for 2025 also included delivering sound, profitable growth in line with, or exceeding, budget and exceeding peer industry averages in specified financial performance measures.
• newThese measures included pre-provision net revenue (PPNR) growth, net interest margin (NIM), NCOs, efficiency, and ROTCE, with the overarching objective of achieving superior stock performance.
• new•Strategic Initiative Progress.
• new2025 executive bonuses were also impacted by management's achievements during the year related to three strategic initiatives: ◦Quality and Execution Initiative.
• newNear-term priorities within this initiative are consolidating and optimizing processes to deliver improvements in scalability, efficiency and controls, and pursuing selected technology investments to enhance our digital and data capabilities.
• new◦Client-Focused Initiative.
• newThis initiative prioritizes delivering premium service and value to our clients to enhance our value proposition, which focuses on relationship banking.◦Associate-Focused Initiative.
• newAssociate-focused priorities include investing in talent to elevate our capabilities and performance, effectively assessing performance and making appropriate and timely decisions based upon those assessments, and ensuring high levels of associate engagement and commitment to Company goals.Performance Outcomes and Progress•Financial Targets and Stock Performance.◦PTI.
• newAfter all adjustments, PTI for 2025 was $1,308 million, significantly above the budget target of $1,169 million.◦NIM.
• newNIM increased to 3.47% in 2025 from 3.35% in 2024.
• new◦NCO Ratio.
• newOur NCO ratio for 2025 was 0.19%, comparable to our strong performance in 2024.◦Efficiency Ratio.
• newOur efficiency ratio in 2025 improved to 60.7%, from 62.1% in 2024.◦ROTCE.
• newROTCE increased to 14.0% in 2025 from 11.0% in 2024.◦TSR.
• newOne-year total shareholder return in 2025 was +22.12%,•Strategic Initiative Progress.
• newIn 2025 we continued to make progress in advancing our strategic initiatives.
• newWe: ◦Continued to thoughtfully develop new methods, processes, and systems for providing services for clients, while preserving the high level of service our associates bring to clients and fulfilling the promise of our marketing slogan: Big Bank Muscle, Small Bank Hustle.
• new◦Continued to implement our multi-year technology plan to transform our digital systems by: ▪building an Enterprise Data Hub as the enterprise data backbone, enabling unified data pipelines and enhanced analytical capabilities; ▪improving client experiences by modernizing digital account opening, enhancing payments capabilities, strengthening authentication, improving fraud prevention, and elevating our mobile experience;▪advancing our cloud maturity and API-first approaches by setting up a scalable and modular future-state architecture; and ▪introducing new product and banking capabilities, allowing us to serve more complex business needs, attract new clients and position the bank for growth.
• new472026 PROXY STATEMENT
• new◦Created and filled a new executive role to lead strategic development and execution of a comprehensive client experience for our consumer segment.◦Engaged in strategic hiring to enhance specific products and product groups and to better serve specific retail markets.◦Developed and implemented a new framework to operationalize our strategic priorities for our associates and to ensure alignment of associate efforts with those priorities.◦Implemented an enhanced performance management process to improve performance measurement, increase engagement between associates and their leaders, and better align associate and leader goals.
• new◦Provided new technology tools to associates to enhance their productivity and enable them to better serve clients.
• changed86% of the CEO's total direct compensation was at risk for financial or market performance in 2025.•Meaningful 2024.•Meaningfulshare retention requirement, with executives required to hold a minimum of 50% of all shares realized after-tax from stock awards until retirement.
• changedShare ownership by executives aligns directly with the financial interests of shareholders.Financial performance goals established in February 2025 2024were focused on important metrics that management could control and that are meaningful to shareholders' long-term interests in stock value.
• changedSpecifically:Table CDA.22025 CDA.22024Financial Performance Metrics2025 Metrics2024Annual Cash Incentive•75%: Incentive•50%:Adjusted Pre-Tax Income (PTI) Pretaxpre-provisionnetrevenue(PPNR)– target payout at budget performance; threshold at 75% of budget, maximum at 125% of budget•25%: CreditQuality–Halfbasedonnon-performingasset(NPA)ratio,halfbasedonnetcharge-off(NCO)ratio,eachwithtargetpayoutatbudgetperformance•25%:Strategic – non-quantitative assessment of strategic outcomes, with emphasis on (i) quality and execution, (ii) delivering client value through relationship banking and premium service, and (iii) investing in talent initiatives,ITroadmap,retailstrategy,and inspiring associates2025 efficiency2024Annual 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 periodOur 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.
• newAnnual Incentive for 2025The key financial performance indicator for 2025's annual incentive was pretax income (PTI), adjusted to exclude merger and certain other expenses and gains.
• newThe "target" (100%) outcome was set as a range of outcomes centered on the 2025 budget and is summarized in Table CDA.3.Table CDA.3KPI for 2025 Annual IncentiveKPITarget GoalAchievedPTI*Target Range: $1,111 to $1,227 million$1,308 million * PTI is adjusted to exclude merger expenses and gains, non-strategic results, and certain other amounts.
• changedSee Annual Cash Incentive starting on page 53.Adjusted PTI 55.AdjustedPPNRwas moderately above modestlybelowthe target range, resulting in 112% 97%performance.
• changedThe Anon-quantitative factor—strategic initiatives—was determined to be 108%. 100%.
• newApplying the weightings from Table CDA.2, the final corporate rating for the annual incentive was 115%.
• changedThese actions and their outcomes are explained in more detail in Annual Cash Incentive beginning on page 53.PSUs 55.PSUsVested in 2025The 2024Themost recent performance stock units to vest were granted in 2022 2021and vested in May 2025. 2024.
• changedThe primary performance goal was our return on tangible common equity (ROTCE) averaged over the three years 2022-2024, 2021-2023,ranked against the ROTCEs of the banks in the KRX regional bank index over the same period.
• newThe ROTCE outcome, shown in Table CDA.4, was adjusted based on total shareholder return achieved over three years (March
• new482026 PROXY STATEMENT
• new2022 to March 2025) ranked against the TSRs of the KRX banks.Table CDA.4KPIs for 2022 PSUsKPIKRX MedianFHN AchievedAverage ROTCE over the period 2022-2024 ROTCE = 15.17%ROTCE* = 18.43%Quartile = TopPerf.
• new= 131%TSR over the period 3/15/2022 to 3/15/2025TSR = 8%TSR = 5%Quartile = 3rdPerf.
• changed= 98.08%Overall Performance128.3% 108.33%OverallPerformance162.5%* 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.
• changedAfter 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 2025. 2024.
• changedHe continues to provide consistent, strong criticalleadership.CEO Pay At Risk for PerformanceOf the CEO's 2025 2024total 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
• changedThe Compensation Committee reviewed executive compensation early in 2025 2024against benchmarked pay levels and components.
• changedThe Compensation Committee adjusted NEOsalary and other pay components upwardfor 2025 2024in line with market data available at that time with adjustments for individual factors. time.
• changedThese changes are summarized in the table: Table CDA.52025 CDA.5:TableCDA.52024Total Direct Compensation ChangesNEOTDC 2024 2023$TDC 2025 2024$TDC ChangeMr.
• newJordan8,400,0008,652,0003%Ms. Dmuchowski2,600,0002,975,00014%Mr. Restel2,900,0003,187,50010%Ms. LoCascio2,900,0003,187,50010%Mr. Popwell2,900,0002,900,000—%
• new492026 PROXY STATEMENT
• changedTable CDA.6 shows that for each of the past five years, our FOR vote has exceeded 90%:Table CDA.6Recent Say on Pay OutcomesYearFOR Vote202197%202294%202396%202497%202597% Vote202094%202197%202294%202396%202497%
• changed* Although we do not generally have employment agreements with our executives, we entered into a five-year employment agreement with Mr. Jordan in 2023. 2023,whenhewas61yearsold.
• changedSee Jordan Employment Agreement beginning on page 71 75for additional information.
• changedThe major components of executive compensation in 2025 2024consisted of cash salary, annual cash incentive, and annual long-term incentive (LTI) awards.
• changedRegularAnnual LTI awards for executives in 2025 2024consisted of PSUs and RSUs.
• new502026 PROXY STATEMENT
• changedDirect Compensation Components in 2025 2024
• changedComponentPrimary PurposeKey FeaturesCash salaryTo 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 incentiveTo motivate and reward executives for achieving and exceeding annual performance goals, both company-wide and individual, that support our business strategies.Key metric was PTI, metricswerePPNR,NPA,andNCO,coupled with a non-quantitative strategic component alongwith emphasis on quality and execution, delivering client value, and investing in talent severalotherfactors,includingearningsquality,efficiency,riskmanagement,and inspiring associates. individualperformance.
• changedSee Annual Cash Incentive starting on page 53 55for details.Annual LTI awards: PSUs and RSUsTo 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.
• changedSee Long-Term Incentive Awards starting on page 56 59for details.
• new512026 PROXY STATEMENT
• changedNEO Executive officer named in this CD&ANIM Net interest marginTDC CD&ATDCTotal direct compensation (salary, annual cash incentive, & annual long-term incentive awards)EBP Executive Bonus PlanIP 2021 Incentive Plan (long-term incentive awards starting April 2021)PSU Performance stock unit awardRSU Restricted 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)LTI Long-term incentiveRCU Restricted cash award Full-value award Any long-term award other than stock optionsCIC Change in controlIBKC IBERIABANK CorporationKPI CorporationTDTheToronto-DominionBankTDtransactionTheproposedacquisitionofFirstHorizonbyTD,agreedtoinFebruary2022andterminatedinMay2023KPIKey performance indicatorPPNR Pretax pre-provision net revenuesPTI Pretax incomeNCO revenuesNPANon-performingassetratioNCONet charge offsROA offratioROAReturn on average assetsROE Return on average equityROCE Return on average common equityROTCE Return on average tangible common equityTSR Total shareholder returnEPS Earnings per shareGAAP Generally accepted accounting principles
• changedThe 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 57 61below).
• changedEarly 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 2025 2024were generally increased based mainly on benchmarking against peer banks.

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