On behalf of the Board of Directors, we are pleased to invite you to attend our ~~2023~~2024 annual meeting of shareholders, to be held at 8:00 a.m. Central Time on April ~~25, 2023,~~23, 2024, 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 ~~https://ir.firsthorizon.com/annual-reports/.~~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 ~~2023~~2024 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 ~~thereof.~~of that status as described on page 2 of this proxy statement. Cameras and recording devices will not be permitted at the meeting.

~~Thank~~As we embark on our 160th year in business, we thank you for your continued support of First Horizon and for the trust and confidence you place in our company.

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 1413 directors; to approve an amendment to our 2021 Incentive Plan to

increase the number of shares authorized for issuance as awards under the plan; to ratify the appointment of KPMG LLP as our independent auditors for ~~2023;~~2024; and to vote on an advisory resolution to

approve executive compensation (“say on pay”); and to approve an advisory proposal to determine the frequency (whether every year, every two years or every three years) of future say on pay votes. If the pending TD acquisition is completed prior to the commencement of the annual meeting on April 25, 2023, the annual meeting will not be held..

The annual meeting of the holders of our common stock will be held on Tuesday, April ~~25, 2023~~23, 2024, at 8:00 a.m. Central Time in the Auditorium of 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.

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.

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 ~~2023~~2024 annual meeting of shareholders, this proxy statement, our annual report on Form 10-K for the year ended December 31, ~~2022,~~2023, and the proxy card are together referred to as our “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 ~~13, 2023,~~11, 2024, 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

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.

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 1413 directors to serve until the ~~2024~~2025 annual meeting of shareholders and until their successors are duly elected and qualified.

2. Ratification of the appointment of ~~auditors.~~KPMG LLP as our auditors for 2024.

3. Approval of an amendment to our 2021 Incentive Plan to increase the number of shares authorized for issuance as awards under the plan.

4. Approval of an advisory resolution to approve executive compensation ("say on pay").

~~4. Approval of an advisory proposal to determine the frequency (whether every year, every two years or every three years) of future say on pay votes.~~

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 Morrow Sodali LLC, 333 Ludlow Street, Fifth Floor, Stamford, CT 06902 to aid us in the solicitation of proxies for a fee of ~~$9,000~~$10,000 plus out-of-pocket expenses. An additional charge of $6.50 per holder will be incurred should we choose to have Morrow Sodali LLC solicit individual holders of record.

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, D, E or F) ~~and our non-cumulative perpetual preferred stock, Series G,~~, 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 ~~537,356,511~~554,944,033 shares of common stock outstanding and entitled to vote as of February ~~24, 2023,~~23, 2024, 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 3436. 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 G

compensation, to approve ~~on an advisory basis~~ the framendment to the 2021 Incentive Plan to increase the number of

~~equency of future say on pay votes,~~shares authorized for issuance as awards under the plan, and to ratify the appointment of auditors.

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, the vote on approval of the amendment to our 2021 Incentive Plan to increase the number of shares authorized for issuance as awards under the plan, and the advisory resolution to approve executive compensation ~~and the advisory proposal to determine the frequency of future say on pay votes~~ (vote items 1, 3 and 4 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 2).

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 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 ~~2023~~2024 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 ~~2023~~2024 annual meeting.

~~Having~~For the past 160 years, our culture has been a ~~strong~~catalyst to our success. Our culture is ~~mission critical~~centered around our people and their performance, promoting teamwork and collaboration to achieve results. We prioritize a healthy work environment, which enhances morale and associate satisfaction, ultimately leading to increased productivity and engagement. In 2023, we retained 90% of our associate base, including nearly 97% of our key leaders, indicative of our ability to attract and retain top talent ~~and achieve long-term success. Our culture - which~~even in challenging circumstances.

At the center of all that we ~~call Firstpower - is grounded in~~do are our ~~corporate purpose and values and helps guide the manner in which we operate our business, serve our clients, care for our associates and communities and perform for our shareholders.~~

~~Our~~ Purpose, Values and Commitment, ~~capture who we are today and aspire to be going forward. We hold~~holding ourselves to the highest standards of ethical conduct and ~~that means doing what is right for our business, our associates, the environment and our communities.~~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.

▪Elevate Equity – ~~Place equity~~Providing fair and equitable opportunities for associates is at the center of our diversity and inclusion efforts. ~~Create accountability and ensure accessibility and opportunity for all.~~

▪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.

In 2022, the strength of our purpose-driven, collaborative culture was instrumental to our success. While continuing to operate a hybrid work environment, we not only achieved our performance objectives but completed our

~~merger-of-equals systems conversion and made significant strides in preparing for our pending acquisition by TD.~~

~~Our culture must evolve to reflect~~Understanding the changing needs and expectations of our ~~workforce.~~ workforce is central to our success. As evidenced

during the pandemic, our ability to remain nimble and responsive allows us to serve our clients and communities without disruption even when business conditions change.

We want our associates to be inspired ~~by the work we do~~ and empowered to perform at their best. ~~As we have for many years, we provided opportunities for associates to provide feedback including~~We seek their input through formal surveys and through the Firstpower ~~Council. Using~~Council, a ~~variety~~group of ~~tools~~associates representing various areas of the company that provide direct feedback on opportunities to enhance our culture and ~~resources, we also continued~~organizational effectiveness.

The overall well-being of every associate is important to ~~offer~~us. In addition to competitive health care benefits, wellness programs ~~mentoring, internships, volunteerism, informal shout-outs~~ and ~~formal recognitions, career management and continuing education, associate resource groups,~~ 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 one or more of our associate resource groups (of which there are 10, with two additional groups set to ~~support our associates’ personal~~launch in 2024).

Creating a diverse workforce and ~~professional health and development.~~

~~An integral part~~inclusive work environment is a fundamental aspect of our Firstpower ~~culture is our unwavering commitment to diversity, equity, and inclusion.~~culture. This commitment starts at the top ~~- as our corporate~~of the organization with Board of Directors ~~oversees the company’s DEI strategy~~oversight and ~~receives periodic reports from management on DEI efforts –~~executive leadership support and is embedded throughout our ~~organization.~~organization and business priorities.

Our objective is not only to attract a diverse team, but also to create an environment in which different backgrounds, opinions and perspectives are valued. With an emphasis on elevating equity, we hold our company accountable for quantifying and reducing disparities in accessibility and opportunity based on gender, age, socioeconomic status, sexual orientation, disability status, veteran status, and race/ethnicity. We ~~elevate equity through:~~continuously focus on:

▪~~Ensuring~~Actively seeking representation of diverse talent

▪Strengthening leadership capabilities and accountability

▪Fostering inclusion and equality through fairness and transparency

▪Better serving diverse markets and clients

▪Investing in the well-being of communities

▪~~Investing in the well-being of communities~~

▪Our 10 commitments, which include ~~providing DEI specific training~~expanding outreach and ~~providing~~ access ~~to capital~~ for historically underserved groups

~~We made measurable~~In 2023, we continued to make progress ~~in 2022~~ with ~~the addition of diverse candidates~~diversity in leadership roles, ~~the launch of~~launched new Associate Resource Groups ~~greater use of metrics to gauge our progress~~ and ~~the release of~~released a new Corporate Diversity Statement.

We remain committed to creating a more equitable society, and that starts with our associates, our clients, and the communities we serve. We do this by ~~elevating equity,~~ providing capital and counsel and committing to excellence in everything we do. ~~The full Board oversees the company’s DEI strategy and receives periodic reports from management on our DEI efforts.~~

At December 31, ~~2022,~~2023, First Horizon had:

▪~~7,542~~7,378 associates, or ~~7,397~~7,249 full-time-equivalent and ~~144~~129 part-time-equivalent associates, not including contract labor for certain services:

◦~~68%~~ 66% white, ~~19%~~20% African American, 9% Hispanic, 3% Asian, and 1%2% other races or ethnicities

◦63% female and 37% male

◦3%4% have disabilities

•~~1,209~~1,200 corporate managers:

◦~~78%~~76% white, ~~12%~~13% African American, 7% Hispanic, 2% Asian, and 1% other races or ethnicities

◦54% female and 46% male

◦1%2% have disabilities

•2736 members of the CEO's Operating Committee (composed of the CEO and senior leaders from across the organization):

◦~~78%~~86% white, ~~19%~~11% African American, 0% Hispanic, 4%3% Asian, and 0% other races or ethnicities

◦~~48%~~44% female and ~~52%~~56% male

AsOperating responsibly and creating a more sustainable company is important to the ~~world~~growth and future of our organization. Our corporate responsibility strategy continues to ~~change~~encompass environmental, social and governance (ESG) priorities for our ~~company grows, the role we play~~stakeholders and evolve in ~~supporting sustainable economic growth~~response to a dynamic operating environment.Our strategy remains centered around five interrelated pillars – Governance, Associates, Clients, Communities and ~~societal progress remains critically important.~~Environment. We continue to ~~enhance~~engage with our ~~ESG~~advisors, including a climate scientist, and our peers and to track

regulatory progress and momentum. We recently conducted a stakeholder assessment that will help keep us better informed and guide our strategy as ~~described in~~we navigate the ~~chart on the following pages. We recognize that~~changing landscape.

Our Nominating & Corporate Governance Committee has oversight responsibility for First Horizon's management of and commitment to environmental, social and governance

matters and reporting, ~~transparently~~while management is responsible for execution of our initiatives in this area. Management provides updates on ESG ~~performance~~matters to the Nominating & Corporate Governance Committee at each regularly scheduled Committee meeting. ESG priorities are implemented through the efforts of our ESG Officer, who has primary day-to-day responsibility for ESG matters, as well as through the efforts of the ESG working group and ~~progress is integral~~task forces. Moving into 2024 and beyond, we intend to ~~creating confidence for our stakeholders. Our primary~~focus on qualitative and quantitative measurements to monitor ESG ~~goals are~~progress; to continue to ~~improve what we already do well~~engage with advisors, including a climate scientist, to operationalize solutions; and ~~enhance other areas in line with industry expectations~~ to ~~create long-term value.~~incorporate climate risk throughout our risk management processes and policies. The chart below lays out our ESG governance structure:

Dialogue with our shareholders is a critical part of our company's success. To remain aligned with the investor community, in 2023 we continued to reach out to our shareholders proactively to solicit their feedback and perspectives on a variety of topics. In addition to hosting an investor day in June 2023, we engaged with

shareholders through investor meetings, sell-side conferences, earnings calls and non-deal roadshows. We also solicited feedback from shareholders on the relative importance to them of various ESG topics as part of the stakeholder assessment discussed in the table above.

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.

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 ~~policy,~~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

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.

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 nature of any proposed relationship, and any other factors the Audit Committee deems relevant.

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.

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 1415

members. All of our directors are also directors of First Horizon Bank (the “Bank”). The Bank is our principal operating subsidiary.

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 & 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 & Corporate Governance Committee, has adopted the categorical standards set forth below. In making its independence determinations, each of the Board and the Nominating & 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 & Corporate Governance Committee, determined that all 1314 of our

current non-employee directors (Messrs. Barton, Casbon, Compton, Dietrich, Fenstermaker, Kemp, Maples, Reed, ~~Shea~~ and Taylor and Mses. Carboni, Davidson, Palmer, Stewart, and Sugrañes) are independent under the NYSE listing standards and ~~two of our~~that one former non-employee ~~directors~~director who served during part ~~or all~~ of ~~2022 (Kenneth A. Burdick and Rajesh Subramaniam) were~~2023 (E. Stewart Shea, III) was independent under the NYSE listing standards during the time that ~~they~~he served. Mr. Jordan, as our current Chairman of the Board, President and Chief Executive Officer, is not ~~independent, and Daryl G. Byrd, as our former Executive Chairman of the Board (who stepped down as Executive Chairman and a director on July 1, 2022), was not~~ independent. With respect to Mr. Taylor, note that he was employed by First Horizon until November 2019 pursuant to an employment agreement entered into in connection with First Horizon’s merger with Capital Bank Financial Corp. During his employment and for three years after it ended, he could not be determined to be independent due to the “bright line” prohibition in Section 303A.02(b)(i) of the NYSE listing standards. In January 2023, after more than three years had passed since the end of his employment with First Horizon as required by Section 303A.02(b)(i), he was determined to be independent by First Horizon’s Board. 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”).

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. Burdick~~Mses. Carboni, Davidson and ~~Ms.~~ Stewart); treasury management products (Messrs. ~~Compton~~

Barton and ~~Subramaniam)~~Compton); loans (including mortgage loans and loans secured by obligations of a director-affiliated entity), letters of credit, guaranties, credit cards and/or other lines of credit (Messrs. Barton,

persons, of the following products and services to the

company: ~~package delivery~~shipping and print services (Mr. ~~Subramaniam)~~Dietrich); event supply rentals (Mr. Shea); ~~hotel lodging~~accommodation expenses for business travel by associates of the company ~~(Mr. Reed); venues for business development and for holding seminars and other corporate functions (Mr. Reed); restaurant meals for business purposes~~ (Mr. Reed); and title insurance and related loan services (Mr. Casbon).

•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 (Mses. Davidson and Palmer and Messrs. Barton, ~~Burdick,~~ Compton, Fenstermaker and Kemp).

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 (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

“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,~~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.

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.

~~In accordance with~~ For a two-year period after the ~~Agreement and Plan~~closing of ~~Merger with IBKC entered into as of November 3, 2019 in~~

~~connection with~~ the merger of equals ~~as well as the terms of his agreement~~ with ~~the company, Daryl G. Byrd became~~IBKC in 2020, IBKC's former President and CEO served as Executive Chairman of the Board of First Horizon and the Bank, ~~(an executive officer position) upon the closing of the merger of equals,~~ with Mr. Jordan continuing in the roles of President and CEO. ~~Finally, pursuant to the terms of the merger agreement with IBKC and his agreement with the company, Mr. Byrd stepped down as Executive Chairman and a director of First Horizon and the Bank on July 1,~~In 2022, ~~and~~ Mr. Jordan again ~~took on~~assumed the role of Chairman of the Board while continuing as President and CEO as well.

~~Chairman of the Board, President and CEO~~

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

normally incident to the position and as may be assigned by the Board.

~~Lead Director~~

In accordance with the merger agreement with IBKC and First Horizon’s Bylaws, from the closing of the merger of equals until Mr. Jordan succeeded Mr. Byrd as Chairman of the Board of First Horizon and the Bank, the Lead Director of the Board of First Horizon and the Bank was Mr. Reed, ~~an independent director chosen by the continuing First Horizon directors from among the continuing First Horizon directors. The Bylaws also provide~~

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 ~~independent~~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 ~~2022~~2023 concluded with such an executive session. The Board itself has a high degree of independence, with 1314 of the 1415 current directors qualifying as independent under the NYSE listing

standards. In addition, the Board values the fresh perspectives brought by new directors: ~~eight~~nine of our 1415 current directors joined our Board within the last five ~~years.~~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.

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 & 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

separately in executive session with the Chief Risk Officer 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 Chief Audit Executive (who has responsibility for the Credit Assurance Services department) that he or she is expected to provide the Committee summaries of and, as appropriate, significant reports to management prepared by the Credit Assurance Services department and management’s responses thereto; to approve the department’s Annual Review Plan and schedule of activities; to meet quarterly with the Chief Audit Executive in separate executive session to discuss any matters that the Committee or the Chief Audit Executive 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

The Board has six standing committees: the Audit Committee, the Compensation Committee, the Executive Committee, the Information Technology Committee, the Nominating & Corporate Governance Committee and the Risk Committee. Until July 2022, the Executive Committee and the Risk Committee operated as a single committee, the Executive & Risk Committee. This committee was bifurcated into two committees in July 2022 in order to comply with Federal Reserve regulations requiring banking organizations with assets greater than $50 billion to establish an independent risk committee 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 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 & Corporate Governance Committees are each composed of directors who are independent, as defined above under the heading

Independence & Categorical Standards beginning on page 1315. 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, ~~2022~~2023 through the filing of this proxy statement unless otherwise indicated in notes following the table.

~~In accordance with the merger agreement entered into in connection with the merger of equals of First Horizon and~~

IBKC, First Horizon’s Bylaws provide that, for a period of three years following the closing of the merger, each committee of the Board will, to the fullest extent practicable, have at least five members, and each such committee will, to the extent reasonably practicable, have one more continuing First Horizon director than continuing IBKC director. The merger agreement with IBKC also provides that, for a period of three years following the closing of the merger, the chair of the Compensation Committee shall be a director selected from among the continuing IBKC directors by majority vote of the continuing IBKC directors, and the chair of the Executive & Risk Committee shall be selected as follows: until the second anniversary of the closing of the merger, the chair of the Executive & Risk Committee shall be a director selected from among the continuing IBKC directors by a majority vote of the continuing IBKC directors, and thereafter shall be a director selected from among the continuing First Horizon directors by a majority vote of the continuing First Horizon directors. The Bylaws also provide that notwithstanding the foregoing, the Board, by the affirmative vote of at least 75% of the entire Board of Directors, may select any director as the Chair of the Executive & Risk Committee (or, commencing July 26, 2022, select any director as the Chair of the Executive Committee and any director as the Chair of the Risk Committee). Pursuant to this last provision, given the pendency of the TD acquisition the Board chose to have Mr. Fenstermaker continue as Chair of the Executive Committee and Chair of the Risk Committee, and he is currently serving in those roles.

Explanations of certain columns follow:

Cols (b)/(c) Stock Options. Stock options include adjustments for stock dividends distributed from 2008-2011, the cumulative compound rate of which was 20.0380%.

Col (e) RSUs & RS. Awards held by non-employee directors are RSUs that will vest on April 22, ~~2023.~~2024, except that Ms. Carboni's RSUs will vest one year after grant.

Col (f) RSU & RS Values. Values are based on the year-end market price of our common stock ($~~24.50/~~14.16/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.

Table DC.5 provides information about stock options exercised during ~~2022~~2023 by our non-employee directors as well as RSUs that vested during ~~2022.~~2023. Amounts in columns (c) and (e) represent the market values of shares on the exercise or

vesting dates. Information for Mr. Jordan ~~and Mr. Byrd~~ is

omitted from this table; see Awards Exercised & Vested beginning on page 7184 for ~~their information.~~information about his awards. Ms. Carboni had no awards vest in 2023 and is omitted from Table DC.5.

As of December 31, ~~2022,~~2023, there were ~~9,002~~8,712 shareholders of record of our common stock. To our knowledge, there were ~~two~~three 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, ~~2022.~~2023. Certain information concerning beneficial ownership of our common stock by those persons as of December 31, ~~2022~~2023, is set forth in the following table:

Security Ownership by

Certain Beneficial Owners


Name and Address* of Beneficial Owner	Name and Address* of Beneficial Owner	Amount & Nature of Beneficial Ownership	Percent of Class	Name and Address* of Beneficial Owner	Amount & Nature* of Beneficial Ownership	Percent of Class
BlackRock, Inc	BlackRock, Inc	75,686,563	14.10%	BlackRock, Inc	57,759,301	10.30%
State Street Corporation				State Street Corporation	29,021,135	5.19%
The Vanguard Group, Inc	The Vanguard Group, Inc	53,990,345	10.06%	The Vanguard Group, Inc	56,946,272	10.19%

*Addresses and information on nature of beneficial ownership appear in the text below.

BlackRock. The information in the table above with respect to BlackRock is based on information set forth in Amendment No. 1315 to Schedule 13G, filed with the Securities and Exchange Commission on January ~~26, 2023~~24, 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, BlackRock Asset Management Canada Limited, BlackRock Asset Management Deutschland AG, BlackRock ~~(Luxembourg) S.A., BlackRock~~ Investment Management (Australia) Limited, BlackRock Advisors (UK) ~~Limited, BlackRock Asset Management North Asia Limited, BlackRock (Singapore)~~ Limited, BlackRock Fund Managers Ltd, 55 East 52nd Street, New York, NY 10055. According to this amendment to Schedule 13G, BlackRock has sole voting power with respect to ~~72,924,322~~55,819,757 shares of our common stock and sole dispositive power with respect to ~~75,686,563~~57,759,301 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/A, filed with the Securities and Exchange Commission on January 24, 2024, by State Street Corporation on behalf of its subsidiaries SSGA Funds Management, Inc., State Street Global Advisors Europe Limited, State Street Global Advisors Limited, State Street Global Advisors Trust Company, State Street Global Advisors, Australia, Limited, State Street Global Advisors Asia Limited, and State Street Global Advisors, LTD., State Street Financial Center, 1 Congress Street, Suite 1, Boston, MA 02114-2016. According to this amended Schedule 13G, State Street has shared voting power with respect to 3,197,573 shares of our common stock and shared dispositive power with respect to 29,021,13 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. 1213 to Schedule 13G, filed with the Securities and Exchange Commission on February ~~9, 2023~~13, 2024, by Vanguard, 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. According to this Schedule 13G, Vanguard has shared voting power with respect to ~~299,387~~250,922 shares of our common stock, shared dispositive power with respect to

~~692,144~~ 846,628 shares of our common stock and sole dispositive power with respect to ~~53,298,201~~56,099,644 shares of our common stock.

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 December 31, ~~2022~~2023, 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

Name of Beneficial Owner

Amount & Nature of Beneficial Ownership(1)

Percent of Class

Harry V. Barton, Jr.

149,949

*

Harry V. Barton, Jr.

155,340

*

Kenneth A. Burdick

26,188

(5)

*

Daryl G. Byrd

1,573,827

(3)(4)(5)

*

Velia M. Carboni

—

*

John N. Casbon

101,202

*

John N. Casbon

106,593

*

John C. Compton

101,483

*

John C. Compton

123,414

*

Wendy P. Davidson

22,338

*

Wendy P. Davidson

53,386

*

John W. Dietrich

—

*

Hope Dmuchowski

—

(3)

*

Hope Dmuchowski

—

(3)

*

William H. Fenstermaker

351,483

*

William H. Fenstermaker

369,744

(4)

*

D. Bryan Jordan

1,431,331

(3)

*

D. Bryan Jordan

1,538,486

(3)

*

J. Michael Kemp, Sr.

27,295

*

J. Michael Kemp, Sr.

32,686

*

Tammy S. LoCascio

47,883

(3)

*

Tammy S. LoCascio

60,646

(3)

*

Rick E. Maples

70,771

*

Rick E. Maples

76,162

*

Vicki R. Palmer

75,482

(2)

*

Vicki R. Palmer

90,723

(2)

*

David T. Popwell

351,234

(3)

*

David T. Popwell

391,945

(3)

*

Colin V. Reed

132,760

*

Colin V. Reed

180,099

*

Anthony J. Restel

346,838

(3)

*

Anthony J. Restel

340,007

(3)

*

E. Stewart Shea, III

410,049

(4)

*

Cecelia D. Stewart

36,765

*

Cecelia D. Stewart

58,696

*

Rosa Sugrañes

32,795

*

Rosa Sugrañes

40,134

*

R. Eugene Taylor

581,375

*

R. Eugene Taylor

598,446

*

Directors & Executive Officers as a Group (22 persons)(5)

4,860,429

(3)

0.90%

Directors & Executive Officers as a Group (23 persons)(5)

4,850,331

(3)

0.87%

* 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 the following shares as to which the named non-employee director has the right to acquire beneficial ownership through the exercise of stock

Plan accounts. Includes no shares of restricted stock with respect to any named person or group.

(4) Includes ~~714,361 and 104,000~~369,744 shares pledged by ~~Messrs. Byrd and Shea, respectively,~~Mr. Fenstermaker on ~~loans~~a loan from an unaffiliated ~~parties.~~

(5) Mr. Burdick stepped down as a director effective January 1, 2023, and Mr. Byrd stepped down as our Executive Chairman of the Board effective July 1, 2022. The table above reflects Mr. Byrd's ownership as of July 1, 2022. The director and executive officer group does not include either Mr. Burdick or Mr. Byrd.party.

No current director or executive officer beneficially owns ~~any of the perpetual convertible preferred stock, Series G, issued by First Horizon;~~ 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;~~Horizon or any of the depositary shares, each representing a 1/400th interest in a share of non-cumulative perpetual preferred stock, Series B, C and D, 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.

~~Section 16(a)~~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, or First Horizon itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards. Copies of the ~~Securities Exchange Act of 1934,~~Inside Information Policy and the related procedures are listed as ~~amended, requires~~Exhibits 19.1 and 19.2 to our ~~directors and officers to file with~~annual report on Form 10-K for the ~~SEC initial reports of ownership and reports of changes in ownership of our stock and to furnish us with copies of all forms filed.~~

~~To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the past fiscal~~ year ~~our officers and directors~~

~~complied with all applicable Section 16(a) filing requirements, except as noted below.~~

Jeff L. Fleming, our Executive Vice President and Chief Accounting Officer, inadvertently failed timely to file one Form 4 in 2020 to report a grant of restricted stock units. The required form was filed in 2022. The failure to file in a timely manner did not give rise to liability for short-swing profits.ended December 31, 2023.

~~In accordance with the merger agreement entered into in connection with the merger of equals of IBKC and~~ First ~~Horizon, First Horizon’s~~Horizon's Bylaws provide that ~~for a period of three years after the closing of the merger in 2020,~~ the Board ~~will be composed~~ of ~~17 members, initially consisting of Mr. Jordan, Mr. Byrd, and a designated number of continuing First Horizon and IBKC directors. The Bylaws also provide that the Board,~~Directors, by the affirmative vote of ~~at least 75%~~a majority of the entire Board, may change the number of directors that will comprise the ~~entire Board of Directors.~~Board. Pursuant to ~~these provisions~~this provision of the Bylaws, the Board of Directors has set the size of the Board at 1415 members until directors ~~and~~are elected at the 2024 annual meeting of shareholders; after that election, the Board of Directors will consist of 13 members. The Board is proposing for election 13 of our 1415 current directors, Messrs. Barton, ~~Casbon,~~ Compton, ~~Fenstermaker,~~Dietrich, Jordan, Kemp,

Maples, Reed, ~~Shea,~~ and Taylor and Mses. Carboni, Davidson, Palmer, Stewart, and Sugrañes, at the ~~2023~~2024 annual meeting, to hold office until the ~~2024~~2025 annual meeting of shareholders and until their successors are duly elected and qualified. Messrs. Casbon and Fenstermaker, who are currently serving as directors, will retire and will not stand for re-election at the annual meeting of shareholders. Ms.

Carboni was elected by the Board of Directors in October 2023; she was recommended for a position on our board by our CEO and an independent, non-management director. Mr. Dietrich was elected by the Board of Directors in January 2024; he was recommended for a position on our Board by several former independent, non-management First Horizon directors.

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 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 & 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 & 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 & Corporate Governance Committee recommendation or Board action regarding whether to accept the tender of resignation. If a majority of the members of the Nominating & 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, ~~(i)~~(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.

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

The Board and the Nominating & Corporate Governance Committee regularly assess the composition of the Board as a whole and the contributions of each director. The Nominating & 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 reelection 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.

At each of its regularly scheduled meetings, the Nominating & 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~~or within 100 miles of the location of any ~~branch).~~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.

The Board, with oversight provided by the Nominating & 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 & 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 & 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 & 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 & 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-~~

Our Board selected our 1413 director nominees based on the belief that each one ~~brings~~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.

First Horizon values diversity and believes it is important to the effective functioning of the whole organization, from the newest associates to the Board of Directors. This belief is reflected in the diversity of our ~~Board members:~~nominees for director:

•~~36%~~46% diverse in terms of race, gender or ethnicity

•~~29%~~38% women

•~~21%~~23% ethnically diverse ~~(14%~~(15% African American, 7%8% Hispanic)

•~~14%~~15% both women and ethnically diverse

•33% (two) of the standing Board committees led by women

KPMG LLP audited our annual consolidated financial statements for the year ~~2022.~~2023. The Audit Committee has appointed KPMG LLP to be our auditors for the year ~~2023.~~2024. 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 2 the ratification of KPMG LLP’s appointment as our auditors for the year ~~2023,~~2024, with the recommendation that the shareholders vote for item 2. 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 ~~2022~~2023 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 ~~2023,~~2024, the Board of Directors will consider what course of action would be appropriate.

The table below and the paragraphs following it provide information regarding the fees billed to us by KPMG LLP during ~~2021~~2022 and ~~2022~~2023 for services rendered in the categories of audit fees, audit-related fees, tax fees and all other fees.

KPMG Fees Paid ~~2021-22~~2022-2023


Service Type	Service Type	2021		2022		Service Type	2022	2023
Audit Fees	Audit Fees	$	3,535,455	$	3,790,000
Audit-Related Fees	Audit-Related Fees	115,000		115,000
Tax Fees	Tax Fees	—		—
All Other Fees	All Other Fees	—		—
Total	Total	$	3,650,455	$	3,905,000

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.

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 ~~provide services that have been pre-approved~~

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 First Horizon Corporation 2021 Incentive Plan was first approved by our Board of Directors and shareholders in 2021. After a thorough review, management has determined that the number of shares of First Horizon common stock authorized for issuance as awards under the plan should be increased from 14 million to 27 million and that conforming amendments to related limits in the

plan for "shares in lieu" and "substitute awards" (each as defined below), each of which is set at 5% of the total number of authorized shares, should be similarly made. In February 2024, the Board approved the amendment, contingent upon approval by the shareholders at the annual meeting of shareholders on April 23, 2024.

Under this vote item, shareholders are being asked to approve an amendment to the plan to increase the number of shares of First Horizon common stock authorized for issuance as awards under the plan from 14 million to 27 million and to make conforming amendments to related limits in the plan for "shares in lieu" and "substitute awards" (each as defined below), each of which is set at 5% of the total number of authorized shares. Whether or not the shareholders approve the proposed amendment at the 2024 annual meeting, existing awards under the plan will remain outstanding.

The Board of Directors believes that stock-based, and especially stock-paid, awards provide an essential tool that helps the company attract and retain outstanding associates and non-employee directors and motivate them to cause the company to succeed. Stock awards align associates’ interests directly with those of First Horizon’s shareholders because the value of the stock-

based awards is directly linked to the market value of our common stock, not only during each award's vesting period but also for many years afterward. Stock-based awards also provide critical reinforcement of the values of ownership and teamwork that are an integral part of our Firstpower culture. The Board of Directors believes that approving the plan with the increase in the authorized shares would provide us with a sufficient number of shares to continue our stock-based incentive programs for approximately three years, based on our historical grant practices. However, the actual duration of the share reserve will depend on a variety of unknown factors, including the future price of First Horizon common stock, associate participation in long-term incentive awards, long-term incentive award mix and grant practices, competitive market practices, forfeiture activity, and acquisitions.

If the amendment is not approved, the plan would continue in effect without the proposed share increase. Existing awards would remain outstanding and, subject to the plan limits, new awards could be granted until plan expiration.

Outstanding Equity Awards and Shares Available


Total shares underlying outstanding stock options			1,821,775(1)
Total shares underlying outstanding unvested time-based full value awards			9,570,076
Total shares underlying outstanding unearned and unvested performance-based full value awards			2,695,567(2)
Total shares underlying vested but undistributed full value awards			1,031,415(3)
Total shares underlying all outstanding awards			15,118,833
Total shares currently available for grant under the 2021 Incentive Plan			2,077,621(4)
Common stock outstanding as of February 23, 2024			554,944,033

(1) Our stock options outstanding as of February 29, 2024, had a weighted-average exercise price of $16.32 and a weighted-average remaining term of 2.87 years. There were no SARs outstanding.

(2) Assumes performance-based awards will vest and pay out based on target performance levels being achieved.

(3) Awards that have vested but have not yet been distributed pending a mandatory deferral period.

(4) Represents the total number of shares available for future awards under the Plan reflecting performance-based awards at maximum payout. The Plan was our only equity compensation plan with shares remaining available for future grant as of February 29, 2024.

The following is a summary of the material features of the plan as amended. This summary and the above discussion are qualified in their entirety by reference to the complete text of the plan, attached as Appendix A. Appendix A presents the plan with the amended share authorizations, in Section 3(A)(i)(a) on page A-2, that are contingent upon shareholder approval.

Purpose of the Plan; Administration; Eligibility; Shareholder-Friendly Features of the Plan

The purpose of the plan is to promote the interests of the company and its shareholders by (i) attracting and retaining officers, associates, and non-employee directors of the company and its subsidiaries, (ii) motivating such individuals by means of linking a component of compensation to the company’s stock value and by means of performance-related incentives to achieve performance goals established by the Board or a committee designated by the Board, (iii) enabling such individuals to participate in the growth and financial success of the company, (iv) encouraging ownership of stock in the company by such individuals, and (v) aligning significant compensation elements with the interests of the company’s shareholders.

In keeping with aligning the interests of the company’s associates and shareholders, the plan contains the following provisions:

•A prohibition on liberal share recycling,

•A prohibition on repricing and cash buyouts of underwater options or SARs,

•A limit on the number of awards that non-employee directors may receive,

•No discount options,

•A 10-year maximum term for options/SARs,

•Clawback and forfeiture provisions, and

•A one-year minimum vesting requirement imposed on grant notices applicable to awards paid or denominated in stock subject to a 5% carve-out for “shares in lieu” (defined below), with exceptions for acceleration by the plan committee, approved retirement, death, disability and qualified termination after a change in control event.

Additional information on these provisions is provided below.

All officers, associates (including directors who are also associates) and non-employee directors of First Horizon or its subsidiaries and all “regional board members” (as defined under the plan) are eligible to receive awards under the plan.

Awards may consist of grants of any option, stock appreciation right, restricted stock, restricted stock unit, restricted cash unit, performance award, or shares in lieu award granted under the Plan, whether singly or in combination. As of December 31, 2023, First Horizon and its subsidiaries had approximately 2,341 officers and 7,378 associates; there were 14 non-employee directors and 211 regional board members.

Except with respect to awards to non-employee directors (which are administered by the Board), the plan is administered by a committee designated by the Board.

The plan committee must be composed solely of not less than two non-employee directors, all of whom (i) satisfy the requirements of Rule 16b-3(b)(3) of the Securities Exchange Act of 1934 as amended from time to time or any successor to such Rule, and (ii) otherwise meet any “independence” requirements promulgated by the principal stock exchange on which the shares of First Horizon’s common stock are listed. The Board has designated the Compensation Committee as the committee for the plan. See The Compensation Committee—In General beginning on page 23 for additional information concerning the qualifications of Committee members in relation to the plan. Throughout the rest of this discussion, the Compensation Committee is referred to simply as the “Committee.” The Board retains the right to make awards under the plan.

The Committee has the full power and authority in its discretion to, among other things, designate participants, determine the type or types of awards to be granted to a participant and the names of the awards, if different from the terminology used in the plan, determine the number of shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, awards, determine the timing, terms, and conditions of any award, and make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the plan, subject to the exclusive authority of the Board to amend, suspend, or terminate the plan. However, only the Board has the power and authority to make awards to non-employee directors and to determine the type, timing, terms and conditions of those awards.

With some exceptions, awards under the plan are not transferable. In its discretion, subject to limits set forth in the plan, the Committee may permit transfers of awards, or create assistive procedural rights in lieu of transfers or otherwise, in connection with death, divorce, child support, incompetence or other disability, and other severe personal events, and the Committee may delegate broad administrative authority to management in such situations.

Types of Awards

Options

The Committee may grant options to purchase a specified number of shares of our common stock. Options granted under the plan do not qualify as “incentive stock options” under Section 422 of the tax code (or any successor provision). The number of shares of common stock subject to any grant of options, the exercise price and all other conditions and limitations applicable to the exercise of any options will be determined by the Committee. Except in limited circumstances described in the plan having to do with our acquisition of another company, the exercise

price of an option may not be less than 100% of the fair market value of the shares of common stock with respect to which the option is granted on the date of such grant. Options may not be exercisable sooner than the first anniversary after grant (with limited exceptions permitted), and no option may have a term greater than ten years from grant.

Stock Appreciation Rights (SARs)

SARs may be granted under the plan. A SAR entitles the holder to receive, with respect to each share of our common stock encompassed by the exercise of that SAR, the amount determined by the Committee or Board, as applicable, and specified in an award agreement. In the absence of such a determination, the holder shall be entitled to receive, with respect to each share encompassed by the exercise of the SAR, the excess of the fair market value on the date of exercise over the base price for the SAR established at grant. Each SAR is exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in an award agreement or thereafter, but no SAR may be exercisable sooner than the first anniversary after grant (with limited exceptions permitted). Except in limited circumstances described in the plan having to do with our acquisition of another company, the base price of an SAR may not be less than 100% of the fair market value of the shares with respect to which the SAR is granted on the date of grant. SARs may be paid in common stock, in cash, or in a combination of stock and cash, as determined by the Committee or the Board.

Repricing Prohibition for Options and SARs

The plan provides (with limited exceptions) that, unless shareholders approve otherwise, the Committee does not have the power to amend the terms of options or SARs previously granted under the plan to reduce the option price of such options or base price of such SARs; cancel such options or SARs and grant substitute options or SARs with a lower option price or base price than the cancelled options or SARs, respectively; or, if such options or SARs are out-of-the-money, cancel such options or SARs and, in consideration of such cancellation, grant one or more other awards, make a cash payment, or take any combination of such actions.

Restricted Stock, Restricted Stock Units & Restricted Cash Units

Awards of restricted stock, restricted stock units and restricted cash units consist of common stock, stock units or cash units that are subject to a risk of forfeiture or other restrictions that lapse upon the occurrence of certain events and/or the satisfaction of certain conditions. A stock unit is a unit denominated as a specific or determinable number of shares, while a cash unit is a unit denominated as a specific or determinable number of

dollars and payable in cash only. (An award of units that is denominated in shares is a restricted stock unit award, not a restricted cash unit award, even if eventual payment is in cash. An award of units denominated in dollars but paid in shares likewise is a restricted stock unit award.) The Committee has authority to determine the terms and conditions of such awards. The award document for all of these types of awards must require a period of time during which the grantee must remain in the continuous employment of First Horizon in order for the forfeiture and transfer restrictions to lapse. If the Committee so determines, the restrictions may lapse during such restricted period in installments with respect to specified portions of the shares or units covered by the award. The award document may also, in the discretion of the Committee, set forth performance or other conditions that, if satisfied, will result in the lapsing of any applicable forfeiture and transfer restrictions. The Committee may, at its discretion, waive all or any part of the restrictions applicable to any or all outstanding restricted stock and restricted stock unit awards. Restricted stock units will be paid in cash, shares, other securities or other property, as determined in the sole discretion of the Committee, following the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable award document. Restricted cash units will be paid in cash only following the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable award document.

Performance Awards

The Committee may, in its discretion, grant a performance award consisting of a performance-based option award, performance-based SAR award, performance-based restricted stock award, performance-based restricted stock unit award, performance-based restricted cash unit award, or other performance-based right that is (i) denominated in cash and/or shares of our common stock, (ii) valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee will establish, and (iii) payable at such time and in such form as the Committee may determine. For this purpose, “performance-based” means requiring that one or more specified performance conditions, beyond mere continuation of service, be fulfilled prior to vesting. Other conditions to vesting, such as a service requirement, may be imposed as well. Subject to the terms of the plan, the Committee may determine the performance measures and other factors to be used to establish performance goals, the performance goals to be achieved during any performance period, the length of performance period, the threshold, target, and/or maximum amount of any performance award, and the amount and kind of any payment or transfer to be made pursuant to any performance award. The Committee may change specific provisions of a performance award after it is granted,

provided, however, that no such change may significantly and adversely affect an already-granted performance award that has an already-begun performance period without the participant’s consent.

Shares in Lieu

“Shares in lieu” means an award of shares, or units denominated in shares, which settle an earned cash obligation of the Company related to compensation. An award of shares in lieu consists of shares, or units denominated and payable in shares, which have no service or other traditional vesting requirement or period. An award of shares in lieu may only be granted in settlement of an obligation of the company to pay cash compensation which, not later than the grant date, the participant has earned. Settlement of an earned compensation obligation with shares in lieu may only be dollar-for-dollar, based on the fair market value of a share as set forth in the plan. If an award of shares in lieu consists of shares, it will be paid or delivered promptly after grant. The Committee may require shares In lieu to have payment delayed, or may allow the participant to elect delay. Although an award of shares in lieu is vested at grant, the Committee may impose a holding or waiting period on all or any portion of the shares in lieu delivered, including on the portion remaining after withholding for taxes. An award of shares in lieu may not be granted to a participant in settlement of any award under this plan or its predecessor, the Equity Compensation Plan ("ECP"). The Board is authorized to settle any obligation of the company for cash retainer or fee compensation earned by a non-employee director with one or more awards of shares in lieu.

Performance Measures

The Committee may determine to use as a performance measure under the plan any one or more of, or any combination of, the financial performance measures listed in the plan, including but not limited to stock price, dividends, total shareholder return, earnings per share, market capitalization, credit quality, service quality, market share, customer retention, efficiency ratio, liquidity, or strategic business objectives. Any such performance measure may be for the company or any subsidiary, operating unit, division, line of business, reporting segment, department, team, business unit, or the like. Any such performance measures may provide for adjustment to include or exclude actual or hypothetical items or amounts and may provide for artificial increase or decrease by amounts or percentages selected by the Committee. The term “performance measure” includes any component or any combination of components of any such measure; examples include Common Equity Tier 1 regulatory capital, tangible common equity, tax expense, non-recurring expenses, provision expense, pre-tax noninterest income in a particular business segment, wealth management revenue, and tangible assets. The

term “performance measure” also means any non-financial or other performance criteria established by the Committee, including any personal plan goal. Without limiting the generality of the foregoing, “non-financial” performance criteria may include measures related to environmental, social, or governance achievements.

Non-Employee Director Awards

Subject to certain limitations, the Board may provide that all or a portion of a non-employee director’s annual retainer and/or meeting fees, or other forms of compensation, be payable (either automatically or at the election of a non-employee director) in the form of options, SARs, restricted stock, restricted stock units, restricted cash units, or shares in lieu. The Board may determine the terms and conditions of any such awards, including the terms and conditions which apply upon a termination of the non-employee director’s service as a member of the Board, and has full power and authority in its discretion to administer such awards, subject to the terms of the plan and applicable law. The Board may exercise this authority episodically, periodically, by standing resolution, by policy, and in any other legal manner. The grant date of any award to a non-employee director will be determined by the Board or in accordance with Board policy governing director compensation.

Annual Incentive Plan Coordination

The Committee may coordinate any annual cash incentive plan, program, or determination with the grant of awards, consistent with the terms and limitations of the plan. An award granted in connection with an annual incentive must comply with all requirements of the plan applicable that award type.

Limits on Award Grants; Adjustments

The plan imposes the following limitations on award grants, all of which are subject to adjustment as described below:

Overall

The maximum number of shares which may be issued with respect to awards shall be 27,000,000, plus any shares underlying awards granted under the ECP prior to the plan’s inception which expire or are canceled, forfeited, settled in cash, or otherwise terminated without delivery of shares to the ECP participant.

Shares in Lieu

Of the 27,000,000 maximum overall amount, the maximum number of shares which may be issued as awards of shares in lieu is 1,350,000 shares.

Substitute Awards

The maximum number of shares which may be granted solely in assumption of, or in substitution for, outstanding

awards previously granted by a person acquired by the company through merger, purchase, or otherwise, or with which the company or one of its subsidiaries combines, is 1,350,000.

Non-Employee Director Limits

Full-Value. The maximum aggregate dollar value of full-value awards which may be granted in any calendar year to any non-employee director is $500,000.

Options & SARS. The maximum aggregate dollar value of shares underlying options and/or SARs which may be granted in any calendar year to any non-employee director is $250,000.

Savings Clause. If a non-employee director limit is or might be violated by the grant of a performance award, that award is not invalidated. However, after all final performance determinations are made, if the award still violates a limit, the final number of shares, units, or dollars, as applicable, will be reduced to the minimum extent possible consistent with the plan’s limits, and the excess shares, units, or dollars will be cancelled and treated as if they never had been granted.

Re-Usage if Award Shares Are Not Paid

In general. If any shares covered by an award granted under the plan, or to which such an award relates, are forfeited, or if an award denominated in shares is settled for cash or terminates, expires unexercised, or is canceled for any reason without the delivery of shares, then the shares covered by such award or to which such award relates, or the number of shares otherwise counted against the aggregate number of shares which may be issued with respect to awards, to the extent of any such settlement, forfeiture, termination, expiration, or cancellation, will again become shares which may be issued with respect to awards.

Option & SAR Re-Usage Limited. In connection with any option or SAR award, none of the following will result in any shares being added back to any of the above limits: (a) the withholding of shares by the company for tax liabilities; (b) the delivery of shares (actual or deemed) by the award holder to pay an exercise price or tax liabilities; or (c) in the case of exercised SARs, the delivery of shares to the participant in an amount less than the nominal number of shares covered by the SAR award.

No Tax Withholding Re-Usage. The Committee’s long-standing practice is to require withholding of shares to cover taxes when a full-value award vests. No shares withheld or reacquired by the company from the participant for tax liabilities caused by vesting, exercise, or other taxable event relating to awards will be added back to any of the above limits.

Dividend Reinvestment. Shares credited or paid in connection with a dividend reinvestment feature will in most cases not be counted against any of above limits.

Adjustments

The number of shares of our common stock available for awards, the number of shares that may be subject to awards granted to any one participant in any period, the number of shares covered by each outstanding award, and the price per share covered by each outstanding award which uses a price shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of the shares, and may be proportionately adjusted, as determined in the sole discretion of the Board, for any other increase or decrease in the number of issued shares effected without receipt of consideration by First Horizon or to reflect any distributions to holders of shares other than regular cash dividends. However, in general no issuance by First Horizon of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to an award. After any such adjustment, the number of shares subject to each outstanding award may be rounded down to the nearest whole number of shares or to the nearest fraction of a whole share specified by the Committee, all as the Committee may determine from time to time. The Committee is authorized to make adjustments in the terms and conditions of the securities covered by, and the criteria included in, outstanding awards in recognition of unusual or nonrecurring events affecting the company, any subsidiary, or the financial statements of the company or any subsidiary, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee is required to make such adjustments pursuant to the plan or whenever the Committee, in its sole discretion, determines that such adjustments are necessary and appropriate in order to prevent or substantially mitigate dilution or enlargement of the benefits or potential benefits intended to be made available under the plan.

On February 23, 2024, the closing price of the common stock on the New York Stock Exchange was $14.06 per share.

Termination of Service, Forfeiture and Clawback

General Service Requirement

Each award (other than shares in lieu) and all rights of the participant to the award terminate, without further obligation on the part of the company, unless the participant remains in continuous employment for the entire period during which service is required.

Termination

The Committee generally has complete discretion to determine the terms and conditions that apply to any

award upon death, disability, retirement, or other termination of service. After grant, the Committee has the full power and authority to reduce or waive, in whole or part, conditions and requirements of an award related to employment or a termination of service. The Committee may require concessions or agreements by the participant in exchange for such waivers. If management or the Committee approves the terms and conditions of retirement of a participant, management or the committee may provide, as a retirement benefit, continued vesting treatment for any or all awards held by the participant at retirement.

Service and Termination of Non-Employee Directors

With respect to awards to non-employee directors, the Board has complete discretion to determine the service requirements of any award, and the terms and conditions that will apply to any award upon death, disability, retirement, or other termination of service.

Plan, Awards, & Clawback Policies

Awards are subject to forfeiture prior to vesting or exercise, and to recovery or reimbursement of paid or delivered cash, shares, or other benefits (“clawback”), to the extent provided in the plan, applicable award document, plan procedures, or the company’s clawback policies. The plan, the clawback policies, or an award may provide for forfeiture or clawback based on, or triggered by, a restatement or other correction of financial results used to determine the amount granted or paid for the award. In such cases forfeiture or clawback may be absolute, or the amount paid may be merely re-determined based on corrected information.

Forfeiture and Reimbursement in the Context of Misconduct

The company reserves the right (and in certain cases may have the legal duty) to cause or seek the forfeiture of all or any portion of any performance award held by any participant, and/or the reimbursement by any participant to the company of all or any portion of any performance award paid to the participant, for any performance award where the Board or the Committee concludes in good faith that the participant engaged in fraud or other intentional, knowing, or willful misconduct in connection with the performance of his or her duties as an officer or associate of the company or of any of its subsidiaries. The company’s right to seek forfeiture or reimbursement will expire if not asserted within three years after the award is paid. For this purpose an assertion of rights need only reflect that the company is commencing or has commenced a review of possible misconduct by the participant. Any of the Board, the Committee, the chair of the Committee, the Chairman of the Board, or the Chief Executive Officer, acting singly based on any good faith suspicion that the conditions above might be met, may

halt and suspend payment of any performance award (including payment of any amount delayed or deferred in connection with any performance award and any earnings thereon or proceeds thereof) until the Board, the Committee, or the Committee’s delegate has investigated, considered, and acted upon the matter hereunder. Any such suspension will be without interest owed to the participant if it is later determined that any payment should be made to the participant.

Change in Control

Lapse of Restrictions Generally

Upon a participant’s qualifying termination following a change in control, all outstanding awards of that participant will vest, become immediately exercisable or payable, and have all restrictions lifted, as the case may be. Awards may not vest, and the Committee may not provide in an award document that the vesting of an award is accelerated, solely because a change in control occurs.

Failure to Assume or Replace

If the Board or Committee in good faith expects a change in control transaction to occur in which a successor would not be bound by this plan, if the company has been unable to comply with the relevant plan provisions, and if any awards are expected to remain outstanding under the plan immediately after consummation of such transaction, then, whether or not qualifying terminations of the award holders have occurred or are expected to occur, each such outstanding award will be canceled and paid in cash not later than the close of business on the second business day immediately preceding the expected consummation of the transaction. For each performance award, the provisions of the plan will be applied by assuming performance at the target level, if any is specified in the award, and, if no target is specified as such, at the nominal or 100% level specified in the award. These provisions of the plan will not apply if no awards are expected to remain outstanding because, for example, the successor is expected to replace all such awards with comparable awards under the successor’s award programs. If the Board or Committee expect a successor to replace some outstanding awards but not all of them, these plan provisions will apply only to the awards not expected to be replaced.

Performance Awards

Generally, upon a qualifying termination following a change in control, for each performance award the performance goals and any other performance-related conditions will be deemed met at the target level, if any is specified in the award, or, if no target is specified as such, at the nominal or 100% level specified in the award. In connection with any change in control, as to each performance award held by each participant where a

qualifying termination does not occur upon or shortly after that event, the Committee must determine whether or not performance relative to the performance goals of outstanding performance awards reasonably can be measured at the end of the respective performance periods. If the Committee determines that such performance cannot reasonably be measured after the change in control occurs (referred to as a “substantial change in control”), then for each affected performance award the performance goals and any other performance-related conditions will be deemed met at the target level, if any is specified in the award, or, if no target is specified as such, at the nominal or 100% level specified in the award. A substantial change in control is deemed to have occurred, without determination by the Committee, if the company’s shares no longer are outstanding or listed on a national securities exchange or quotation system. Continuing-service conditions, and any other non-performance requirements, will not be affected by a substantial change in control absent a qualifying termination. These provisions are not intended to limit the Committee’s authority and discretion to adjust performance awards following any merger or other significant corporate event, whether or not a change in control occurs.

Options and SARs

Generally, the Board or Committee may require that all or specified groups of option and SAR awards outstanding when a substantial change in control occurs be canceled at that time or as a consequence of that event. For any such award that is canceled the participant will be entitled to a cash payment of not less than the amount computed by subtracting the option price or base price (as applicable) per share from the fair value of the consideration to be received per share by the company’s common shareholders in connection with the substantial change in control transaction. In such case the Board or Committee may determine, in its discretion in good faith, the fair value of such consideration. Option and SAR awards which have a negative value, as so measured, may be canceled without payment.

Retirement

Upon a qualifying termination following a change in control, to the extent an award document or the plan procedures provide that retirement benefits or treatment apply only upon discretionary approval, such approval will generally be deemed given and, to the extent that such retirement benefits or treatment may be determined or varied in a discretionary manner, the standard or typical benefits or treatment will be deemed approved. For this purpose, standard or typical benefits or treatment will be determined by reference to the award document and/or plan procedures or, if no such benefits or treatment is there specified, to the most recent participant retirement approved by the Committee or its delegate prior to the

change in control which did not involve termination for cause or other misconduct.

Change in Control Transaction Agreement May Override

The terms of the merger or other agreement governing a change in control, once approved by the Board and the company’s shareholders, may allow, authorize, encourage, or require acceleration, settlement (cancellation with cash payment), substitution, or other treatment of outstanding awards.

Section 409A Compliance

If the payment of shares, cash, or otherwise related to an award following a change in control constitutes the payment of deferred compensation subject to Section 409A of the Internal Revenue Code, and if the timing or form of that payment is changed as a result of that change in control, then no such change in the timing or form of payment may occur unless the event that constitutes a change in control as defined in the plan is also a “change in control event” as defined in Section 409A (including its regulations). If such change in control event is not a “change in control event,” then the Committee may determine to adjust the timing or form of payment in order to avoid becoming subject to Section 409A or in order to comply with Section 409A, even if such adjustment is inconsistent with other provisions of the plan or an award document.

Plan Termination and Amendment

Termination of Authority for New Awards

No new awards may be granted under the plan after June 30, 2031. The authority of the Board or the Committee to amend, alter, modify, adjust, suspend, discontinue, or

terminate an award or to waive any conditions or rights under any such award will generally continue after the authority for grant of new awards hereunder has expired or been exhausted.

Termination, Suspension, or Amendment of the Plan

The Board may amend, alter, modify, suspend, discontinue, or terminate the plan or any portion thereof at any time, except that the Board may not amend the plan in violation of law; the Board generally may not enlarge the share or dollar limitations in the plan without the approval of the company’s common shareholders, other than making adjustments as described in the plan; no amendment, alteration, modification, suspension, discontinuation or termination may materially and adversely affect any right acquired by any participant under the terms of an award granted before the date of such amendment, alteration, modification, suspension, discontinuation or termination, unless the participant consents; and no amendment of the plan may be interpreted or administered in a manner that would fail to comply with Section 409A of the Internal Revenue Code unless expressly determined otherwise by the Board.

Termination, Suspension, or Amendment of Awards

The Committee generally may waive any conditions or rights under, amend any terms of, or modify, alter, suspend, discontinue, cancel or terminate, any award theretofore granted, prospectively or retroactively. No such waiver, amendment, modification, alteration, suspension, discontinuance, cancellation or termination of an outstanding award that would materially and adversely affect the rights of the participant will be effective without the consent of the participant.

The following is a summary of the current federal income tax treatment related to awards under the plan. This summary is not intended to, and does not, provide or supplement tax advice to participants. Participants in the plan are advised to consult with their own independent tax advisors with respect to the specific tax consequences that, in light of their particular circumstances, might arise in connection with their receipt of any awards under the plan, including any state or local tax consequences and the effect, if any, of gift, estate and inheritance taxes.

Options

No taxable income is realized by a participant upon the grant of an option under the plan. Upon exercise of an option granted under the plan, the participant would include in ordinary income an amount equal to the excess, if any, of the fair market value of the shares of common

stock issued to the participant pursuant to such exercise at the time of exercise over the purchase price. First Horizon would be entitled to a deduction on exercise of the option for the amount includible in the participant’s income.

Restricted Stock

No taxable income is realized by a participant upon the award of restricted common stock. Prior to the lapse of restrictions on such shares, any dividends received on such shares will be treated as ordinary compensation income. Upon the lapse of restrictions, the participant would include in ordinary income the amount of the fair market value of the shares of common stock at the time the restrictions lapse. First Horizon would be entitled to a federal income tax deduction for the year in which the participant realizes ordinary income with respect to the

restricted common stock in an amount equal to such income.

Section 83(b) of the Internal Revenue Code allows participants to make an election (an “83(b) election”) within 30 days after receipt of restricted common stock to take into income in the year the restricted common stock is transferred by First Horizon to such participant an amount equal to the fair market value of the restricted common stock on the date of such transfer (as if the restricted stock were unrestricted). If such election is made, the participant (i) will have no taxable income at the time the restrictions actually lapse, (ii) will have a capital gains holding period beginning on the transfer date and (iii) will have dividend income with respect to any dividends received on such shares. If the restricted common stock subject to the 83(b) election is subsequently forfeited, the participant is not entitled to a deduction or tax refund. First Horizon’s long-standing practice has been to prohibit participants from making 83(b) elections.

Any appreciation or depreciation in such shares from the time the restrictions lapse (or the effective date of the 83(b) election, if made) to their subsequent disposition should be taxed as a short-term or long-term gain or loss, as the case may be.

Restricted Stock Units and Restricted Cash Units

No taxable income will be realized by a participant upon the grant of restricted stock units or restricted cash units and no taxable income will be realized at the times the units vest. At the time payment is made with respect to

units granted under the plan, the participant will realize ordinary income in an amount equal to the cash received or the fair market value of the shares of common stock received. First Horizon would be entitled to a deduction at the time of payment in an amount equal to such income.

Stock Appreciation Rights

A participant does not recognize ordinary income upon the receipt of a stock appreciation right under the plan. Upon exercise of the SAR and receipt of cash or unrestricted stock, the participant would recognize ordinary income in an amount equal to the payment received or the fair market value of the unrestricted stock. First Horizon would be entitled to a deduction at the time of payment in an amount equal to such income.

Withholding and other Tax Consequences

First Horizon will generally be required to withhold income taxes and other payroll taxes at the time that a participant recognizes ordinary income regardless of whether the participant receives payment in cash or in stock. First Horizon may in its discretion allow or require withholding taxes to be paid out of stock to be delivered pursuant to an award.

First Horizon intends that all deferred compensation under the plan will comply with the provisions of Section 409A of the Internal Revenue Code and will not be subject to any of the additional taxes imposed by Section 409A. First Horizon will not however be liable to a participant for any adverse tax consequences in connection with an award.

The table below provides information as of December 31, 2023, regarding shares of our common stock that may be issued under the following plans:

•2021 Incentive Plan ("2021 Plan")

•Equity Compensation Plan (“ECP”)

•IBERIABANK Corporation 2019 Stock Incentive Plan ("SIP")

•1997 Employee Stock Option Plan (“1997 Plan”)

•2002 Bank Director and Advisory Board Member Deferral Plan (“Advisory Board Plan”)

•2000 Non-employee Directors’ Deferred Compensation Stock Option Plan (“2000 Directors’ Plan”)

•The following IBERIABANK Corporation plans (together with the SIP, the “IBKC Plans”): 2016 Stock Incentive Plan; Amended and Restated 2010 Stock Incentive Plan; and 2005 Stock Incentive Plan

•The following Capital Bank Financial Corp. plans (“CBF Plans”): Capital Bank Financial Corp. 2013 Omnibus Compensation Plan; North American Financial Holdings 2010 Equity Incentive Plan; and FNB United Corp. 2012 Incentive Plan

Only the 2021 Plan permits new awards to be granted; all other plans have terminated. At December 31, 2023, there were no shares issuable upon exercise of outstanding options under the 2021 Plan, and the total number of shares issuable upon exercise of outstanding options under the terminated plans was 1,898,968 shares.

Shares covered by outstanding options are shown in column A of Table 12.1. Outstanding equity awards other than options ("full-value awards"), consisting of unpaid stock units and restricted stock, are not included in any column in that Table. In total, 11,317,704 shares are covered by unpaid full-value awards, all granted under the

2021 Plan, the ECP, or the SIP. Of those, 10,300,419 are covered by unvested awards, and 1,017,285 are covered by awards that have vested but are subject to an unfulfilled mandatory deferral period.

Column C of Table 12.1 presents the total number of shares available for new awards under the 2021 Plan at December 31, 2023, assuming eventual full exercise or vesting of all shares covered by awards outstanding on that date. The 2021 Plan permits the grant of options and full-value awards, as well as stock appreciation rights. Only full-value awards have been granted under the plan.

Of the options outstanding at December 31, 2023 (the total under column A), approximately 0.2% were issued in connection with associate and director cash deferral elections. We received a total of approximately $0.05 million in associate cash deferrals and $0.04 million in non-employee director and advisory board retainer and

meeting fee deferrals related to outstanding deferral options. The opportunity to defer portions of compensation in exchange for options has not been offered to associates, directors, or advisory board members since 2004.

The 1997 Plan

The 1997 Plan was adopted by the Board of Directors in 1996 and terminated in 2007. The 1997 Plan authorized the grant of nonqualified stock options.

Options were granted under the 1997 Plan prior to its termination pursuant to a management option program, covering a wide range of management-level associates. The last management options granted under the 1997 Plan, with seven-year terms, expired in 2014. However, prior to 2005 certain associates could elect to defer a portion of their annual compensation into stock options under the 1997 Plan. Many deferral options had 20-year terms, and they are the only options still outstanding under the 1997 Plan.

All deferral options granted under the 1997 Plan had an exercise price discounted from grant date fair market value: the aggregate exercise price plus the aggregate compensation foregone equaled the aggregate grant date fair market value.

As of December 31, 2023, options covering 2,270 shares of our common stock were outstanding under the 1997 Plan, no shares remained available for future option grants, and options covering 21,111,291 shares had been exercised during the life of the plan. All options outstanding at year-end 2023 expired in January 2024. The 1997 Plan was filed most recently as Exhibit 10.2(d) in our Form 10-Q for the quarter ended June 30, 2009.

The Advisory Board Plan

The Advisory Board Plan was adopted by the Board of Directors in 2001, and terminated in 2005.

Options granted under the Advisory Board Plan were granted only to regional and advisory board members, or to directors of certain bank affiliates, in any case who were not associates. The options were granted in lieu of the participants receiving retainers or attendance fees for bank board and advisory board meetings. The number of shares subject to grant equaled the amount of fees/retainers earned divided by one half of the fair market value of one share of common stock on the date of the option grant. The exercise price plus the amount of fees foregone equaled the fair market value of the stock on the grant date. The options were vested at the grant date. Those granted on or before January 2, 2004 had terms of twenty years, and are the only options still outstanding.

As of December 31, 2023, options covering 395 shares of our common stock were outstanding under the Advisory Board Plan, no shares remained available for future option grants, and options covering 19,544 shares had been exercised during the life of the Plan. All options outstanding at year-end 2023 expired in January 2024. The Advisory Board Plan was filed most recently as Exhibit 10.1(h) to our Form 10-Q for the quarter ended June 30, 2009.

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 awards at risk for financial or market performance, meaningful share

retention requirements for executives, and correlation of the payouts of financial performance awards with total returns to our shareholders. 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 ~~2022's~~2023's annual incentive awards, can be found in the Compensation Discussion & Analysis portion of this proxy statement beginning on page 4961.

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 ~~2017~~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 ~~2023~~2024 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 byon the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

CD&A Selected Contents


Executive Summary			4961
CD&A Glossary			5466
Pay Components & Decisions			5467
Total Direct Compensation (TDC)			5467
Salary			5467
Incentive Mix			5567
Annual Cash Incentive			5568
Long-Term Incentive Awards			5771
Compensation Practices & Philosophies			5973
Peer Group & Market Benchmarking			5973
Deferral, Retirement, & Other Benefits			6074
Clawback ~~Policy~~Policies & Practices			6276
Compensation Governance			6276
Compensation Committee Report			6377

The Compensation Committee of the Board oversees compensation for executives, as discussed under Compensation Committee beginning on page 2123 of this proxy statem

ent. This CD&A section discusses and analyzes executive compensation decisions made by the Committee related to ~~2022.~~2023. Several technical terms are used in this section. A glossary is provided on page 5466.

This CD&A section, along with the two compensation sections that follow, focuses on the compensation of five executives plus one former executive. These ~~six~~five are our “Named Executive Officers” or “NEOs” for ~~2022:~~2023:

Table CDA.1

~~2022~~2023 NEOs


Name			Position
D. Bryan Jordan			Chairman of the Board, President, and Chief Executive Officer
Hope Dmuchowski			Senior Executive Vice President—Chief Financial Officer
Anthony J. Restel			President—Regional Banking
David T. Popwell			President—Specialty Banking
Tammy S. LoCascio			Senior Executive Vice President—Chief Operating Officer
~~Daryl G. Byrd~~			~~Former Executive Chairman of the Board~~

TD Acquisition & Banking Industry Events

In ~~late~~February 2022, shortly after completing systems integration work related to our 2020 ~~and 2021 we re-considered our executive pay structure in light of our~~ merger of equals with IBKC, the resulting expansion of our businesses and footprint, and the related significant changes in our executive and board leadership. In 2022, executive incentives were established recognizing that 2022 would be the first year that the combined company would operate as an integrated enterprise under post-merger leadership.

~~On February 27, 2022,~~IBERIABANK Corporation ("IBKC"), First Horizon entered into a merger agreement with TDThe Toronto-Dominion Bank ("TD") pursuant to which TD ~~will~~agreed to acquire First ~~Horizon.~~Horizon in an all-cash transaction for $25 per share, with a modest price escalator if the transaction closed later than November 2022. The ~~pending~~ TD acquisition ~~is subject to customary closing conditions, including the receipt of regulatory approvals from U.S. and Canadian regulatory authorities. The~~was still pending ~~TD acquisition did not significantly impact ordinary~~when regular annual executive compensation decisions were made in ~~2022. However,~~January 2023. The TD merger agreement required us to freeze salaries and other 2023 executive pay components at 2022 levels, which we ~~created a special merger-related company-wide retention program under which significant cash and RSU retention~~did. When the 2023 stock awards were granted, ~~during 2022. That program has provided both broad-based and targeted~~our acquisition-driven stock price was $24.63 per share.

TD made its own post-acquisition arrangements with certain members of our executive team. We included the rest in a large company-wide retention ~~incentives throughout our organization. The pending TD acquisition and~~program. Under that program, ~~were~~in January 2023, we granted certain of the NEOs significant ~~focal points for NEO and Compensation Committee attention~~restricted cash unit ("RCU") awards. Each fixed-dollar award was to vest in ~~2022.~~two years (approximately when systems integration would be completed by TD), or

sooner if the executive was discharged by TD after the acquisition.

The 2022 annual cash incentives for executives focused on pretax earnings and expense control. Goals were created based on the budget for the year. Overall performance was better-than-budget, and the overall annual incentive outcome was 115% of target. While many factors impacted results positively or negatively, we believe the decisive net-positive factor was creating above-budget loan and business growth from regular current and prospective clients in our markets. That this was accomplished while theIn late February 2023, TD ~~acquisition was pending, and while interest rates were being raised aggressively, we believe was a remarkable feat.~~

Major details impacting 2022 paint a mixed picture. Negative impacts included: the Federal Reserve aggressively raised interest rates to curb very high inflation, which severely impacted our bond trading and mortgage-related businesses; the economy grew very little and unevenly, while recessionary expectations grew; a substantial group of business loans originated during the COVID pandemic under the now-ended federal PPP program were paid and not replaced;informed us, and we reported, that obtaining regulatory approval of the acquisition would be delayed. Our stock price fell 11% on that news.

Over the weekend of March 11, the FDIC closed two large regional banks that had experienced a run on their deposits. Nearly all U.S. bank stocks were down significantly on Monday, March 13, a few by more than 75%, as speculation circulated about deposit stability at certain U.S. banks in particular, and at regional banks in general. Although still supported by the pending acquisition, our stock closed at $16.04 that day.

U.S. regional bank stocks, including First Horizon common, recovered modestly and became less volatile in April. However, on May 1, 2023, the FDIC closed a third large regional bank after a slower but extended run on its deposits. Substantial stock price volatility resumed when this failure was announced. Most regional bank stocks fell significantly. Our stock fell 14%, to $15.05, by May 3.

~~operational disruptions attendant~~Around the time of the third bank closure, TD informed us that it would be unable to ~~fully integrating~~obtain regulatory approval on a timely basis. On May 4, 2023, after negotiating with TD, we announced that the ~~FHN~~acquisition agreement had been mutually terminated by the parties. In connection with the termination, TD agreed to pay us a significant cash termination/settlement amount which appreciably bolstered our earnings and ~~IBKC~~regulatory capital. Moreover, TD previously had purchased a special series of preferred stock which, by its terms, was to be converted in June into more than 4% of our outstanding common shares at a conversion price of $25 per common share. The conversion further enhanced our regulatory capital. Nevertheless, our stock price closed on May 4 at $10.06 per share, a 33% one-day drop.

Critical Retention Problem

Our stock price on May 4 was 59% lower than when the 2023 annual stock awards had been granted in January, and 44% below the 2022 (pre-TD) grant value. That drop substantially weakened the retention value of all outstanding long-term awards other than the executive RCUs. Those RCUs, however, had significant deficiencies: they were granted only to a limited number of executives and their vesting date targeted TD's expected completion of TD-FHN systems ~~in February,~~integration. Significant portions of the company-wide program below the executive level had similar disconnects from our post-TD needs.

Our Retention and Other Responses

Retention Program Revisions.On Friday and Saturday, May 5-6, the Compensation Committee re-wrote the company-wide retention program.

For the executive team, all TD-acquisition RCUs were canceled, and all NEOs except Mr. Jordan received new RCUs with a three-year vesting period. The new RCUs also had a performance feature: an extra 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 ($10.58 per share). The Committee viewed this action as critical given the rapid erosion of the retention value of outstanding stock awards coupled with the ~~pending~~sudden absence of the retention packages that TD ~~acquisition announced at~~had negotiated with some executives.

Below the ~~end~~executive level, the Committee generally canceled long-term awards granted in the program and replaced them with cash payments and new RCUs. Unlike the executive team, large numbers of ~~that month. Positive impacts included: commercial~~employees received "something now" to acknowledge keeping the company's business on track despite distractions from TD, interest rate increases, and ~~consumer lending increased (if~~ the ~~PPP run-off is ignored),~~2023 banking crisis, and "something later" to shore up retention gaps caused by the large stock value drop.

Deposit Campaign. Starting in May, we launched an aggressive campaign to increase deposits, both from

~~more than compensating~~existing clients and from new-to-bank clients. The campaign worked, increasing our deposits (net) in the second and third quarters of 2023 by a total of $5.6 billion, allowing us to greatly reduce non-deposit funding (borrowing).

Other Marketing Initiatives. As a key follow-up to our deposit campaign, we launched "promo-to-primacy," focused on converting new-to-bank deposit customers into regular ones, with a special focus on the transition from promotional to regular rates. Other initiatives undertaken since May include client experience and "First Horizon 360" enhancements; omnichannel delivery enhancements; and new-to-bank checking account offers. In all, marketing expense in the second and third quarters of 2023 increased by 50% compared to 2022.

Investor Day. On June 6, a month after termination, we held our first investor day event since the IBERIABANK merger of equals closed in 2020. It was also our first non-merger analyst conference in 17 months. The event re-introduced us to the market, focusing on results achieved since the merger of equals had closed in relation to goals we announced in 2019 and 2020. In light of the banking crisis, we also provided significant detail regarding our loans, loan mix, loan commitments, deposits, deposit mix, early results from our deposit campaign, our funding situation, and our capital position. In light of the disruption often associated with merger transactions, we also provided updates on our employment and retention experience in 2022 and 2023.

Stock Purchases & Capital. Due to the substantial uncertainties in the banking industry and among regional bank investors, we suspended our stock purchase program in the aftermath of the TD termination even though our capital position was among the strongest in the industry and even though our stock price often was below tangible book value per share. Our stable capital position supported loan growth in 2023.

CEO Employment Agreement. On August 3, 2023, we announced an agreement, approved by our Board of Directors, under which Mr. Jordan, age 61 at that time, would remain employed as our CEO for the next five years. All major compensation components for him are impacted by the agreement. See Jordan Employment Agreement beginning on page 88 for additional information.

Performance Highlights in 2023

Key 2023 performance results include:

•The TD termination settlement paid to us in second quarter was $225 million, an amount equal to our total quarterly pretax earnings from a ~~steep reduction in mortgage-related lending;~~year earlier.

•We grew our loan ~~margins expanded as lending~~ portfolio in 2023 despite major distractions from the TD transaction, higher interest

rates, and the banking crisis. Total period-end net loans increased 5% in 2023.

•Loan losses rose ~~faster~~from 2022's very low levels but, except for one idiosyncratic commercial loan, remained below long-term norms. Credit quality remained strong.

•The 2023 deposit campaign worked, with total year-end deposits increasing 4%. Deposit costs rose significantly. However, increased deposits allowed us to reduce borrowings and related expense.

•On balance, key lending/funding metrics showed solid improvement. In 2023, our net interest income grew 6% compared with 2022, while our net interest margin improved to 3.42% from 3.10% in 2022.

However, overall results were below budget for 2023, driven significantly by higher than expected deposit ~~rates;~~interest costs.

•Market conditions, especially higher interest rates all year and ~~we grew~~a pronounced yield curve inversion the entire year, resulted in very subdued results from our bond trading and mortgage-related businesses.

•Our common equity tier 1 ratio, a core ~~loans while maintaining strong credit quality.~~measure of regulatory capital, improved 12% in 2023.

•Our associate retention rate in 2023 was over 90%.

•Our client retention rate in 2023 was over 90%, and our median client tenure at year-end was 9 years.

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. ~~60%~~61% of the CEO's total direct compensation iswas at risk for financial performance in 2023, and 85% iswas at risk for financial or market performance.

•Meaningful share retention requirement. Our stock ownership guidelines extend the effective time horizon of our stock awards substantially, requiring executives to hold 50% of net after-tax shares realized from stock awards until retirement after multiple-of-salary minimum ownership levels are attained (increasing to a 75% retention requirement if an executive holds less than the minimum ownership level).

Financial performance goals established in ~~2022~~January 2023 were focused on business-as-usual metrics that management could control and that are meaningful to shareholders' long-term interests in stock value. Specifically:

Table CDA.2

~~2022~~2023 Financial Performance Metrics


~~2022~~2023 Annual Cash Incentive			•Adjusted Pretax Earnings (PTE) – target payout at budget performance; threshold at 75% of budget, maximum at 125% of budget ~~(60% weight)~~ •~~Expense Management~~ ~~– target payout at budget performance; threshold at 104% of budget, maximum at 96% of budget (40% weight)~~
~~2022~~2023 Annual PSU Long-Term ~~Incentive~~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 yrs

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.

Annual Incentive for ~~2022~~2023

~~2022's~~The key performance indicator for 2023's annual incentive ~~had two key performance indicators:~~was pretax earnings (PTE) ~~and non-interest expense, both~~, adjusted to exclude merger and certain other expenses and gains. Results are summarized in Table CDA.3.

Table CDA.3

~~KPIs~~KPI for ~~2022~~2023 Annual Incentive


KPI	Budget/Goal	Achieved
Pretax EarningsAdj'd PTE	$~~1,101~~1,507 million	$~~1,320~~1,028 million
Non-Interest ExpenseFully Adj'd PTE*	$~~1,489~~1,507 million	$~~1,528~~1,319 million

* Adjusted to exclude merger expenses and gains, non-strategic results, and certain other amounts.

** Further adjusted as determined by the Committee. See Annual Cash Incentive starting on page 5568.

PTE results were ~~better than~~below budget ~~while expense outcomes were worse, blending to a 112% corporate rating before discretionary adjustments. Discretionary adjustments added three percentage points~~for several reasons related to the ~~calculation, bringing~~interest rate environment, the final corporate rating to 115%. Discretionary adjustments were based largely on these considerations: significant inflationary impacts on expense were not well reflected in the budget; certain efficiency opportunities in the budget were curtailed in compliance with the merger agreement with TD; we achieved the expense-savings goal of $200 million per year associated with the IBKC merger of equals;banking crisis, and ~~controllable loan growth (excluding unavoidable government program run-off and cyclical reduction in mortgage-related lending) was stronger than expected while credit quality remained strong.~~

the termination of our planned TD transaction. Quantitative discretionary adjustments brought the corporate rating to 75%, and further non-quantitative adjustments resulted in a final corporate rating of 85%. These actions and their outcomes are explained in more detail in Annual Cash Incentive beginning on page 68.

PSUs Vested in ~~2022~~2023

~~Performance~~The most recent performance stock units to vest were granted in ~~2019~~2020 and vested in May ~~2022.~~2023. The primary performance goal was our ~~core-segment~~ return on tangible common equity (ROTCE) averaged over the three years ~~2019-2021,~~2020-2022, ranked against the ROTCEs of the fifty 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 ~~2019~~2020 to March ~~2022)~~2023) ranked against the TSRs of the KRX banks.

Table CDA.4

KPIs for ~~2019~~2020 PSUs


KPI	KRX Median	FHN Achieved
Average ~~Core~~ ROTCE over the period ~~2019-2021~~2020-2022	ROTCE = ~~13.07%~~13.68%	ROTCE* = ~~18.65%~~18.67%
	Rank = 25th	Rank = 2nd
		Perf. = 150%
TSR over the period 3/15/~~2019~~2020 to 3/15/~~2022~~2023	TSR = ~~29%~~24%	TSR**TSR = ~~59%~~77%
	Rank = 25th	Rank = ~~6th~~4th
		Perf. = 125%
Overall Performance	~~150% x 125%~~	187.5%

* ~~Following~~As provided in the original grant terms, FHN's ~~ROE~~ROTCE was adjusted to exclude merger expenses and gains, changes in accounting standards, and certain other amounts. No discretionary adjustments were made or allowed.

** Approximately 20 TSR percentage points resulted from FHN's dividends, highest in the KRX group in this period.

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 ~~the~~his personal plan. After the end of each year, the Committee reviews the CEO’s achievement of ~~objectives in his personal plan.~~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 ~~2022.~~2023. In each of the past five years, Mr. Jordan has met or exceeded his personal goals. He continues to provide consistent, critical leadership.

Mr. Jordan’s leadership is known throughout the industry. He is ~~a board member of the Bank Policy Institute and~~ a member of the HOPE Global board of advisors and the governing board of Operation HOPE (which strives to provide banking services to financially or socially disadvantaged persons). He has been named CEO of the ~~year~~Year by Inside Memphis Business, has been featured as a top-ten CEO in American Banker, and has served as President of the Federal Reserve Board’s Federal Advisory Council, a director of the Federal Reserve Bank of St. Louis, a board member of the American Bankers Association and of the Tennessee Bankers Association, a board member of the Bank Policy Institute, and an executive committee member of the Mid-Size Bank Coalition of America. These associations and recognitions, as well as others outside of banking, reflect well on our company and enhance Mr. Jordan’s connections to the financial services community.

CEO Pay At Risk for Performance

Of the CEO's ~~2022~~2023 total direct compensation ~~62%~~as in effect before his employment agreement changed his salary and annual incentive target in August, 60% was at risk for market performance of our common stock, and ~~60%~~61% was at risk for financial performance of the company. Combined, 85% of the CEO's TDC was at risk for market or financial performance, or for both, as illustrated in this chart:

CEO Pay Mix

Before Employment Agreement (2023)

~~The only significant change within~~As mentioned above, our merger agreement with TD prevented any changes in executive salaries for 2023 or in the ~~executive team~~other components of total direct compensation. Also as discussed above, after the TD acquisition was terminated, the Compensation Committee determined that making one-time retention awards was more critical than making adjustments in annual compensation levels. Mr. Jordan was excluded from that retention award program.

In August, the Board approved a five-year employment with Mr. Jordan. As discussed in Jordan Employment Agreement beginning on page 88, Mr. Jordan's salary rate (starting August 2023) and annual incentive target (retroactive to all of 2023) were increased 6% by his employment agreement to align with updated market benchmarks. Those changes will continue into 2024, along with a higher target level (450% of salary, up from 400%) for long-term awards, resulting in an overall total direct compensation increase of 13% compared to 2022 ~~was the planned retirement~~and early 2023.

Based on his employment agreement, of Mr. ~~Byrd in July.~~

~~The Compensation Committee reviewed executive~~Jordan's 2024 total direct compensation, ~~early in 2022 against peer benchmarked pay levels~~64% (up 4%) will be at risk for market performance of our common stock, and components. The Compensation Committee adjusted NEO salary and other pay components upward for 2022 in line with market data available at that time. Mr. Restel and Ms. LoCascio received more substantial pay raises because of new roles they moved into late in 2021. These changes are summarized in Table CDA.5:61%

~~Table CDA.5~~will remain at risk for financial performance of the company. Combined, 86% of his TDC will be at risk for market or financial performance, or for both, as illustrated in this chart:

~~2022 Total Direct Compensation Changes~~CEO Pay Mix


~~NEO~~	~~TDC Change %~~	~~Principal Change Driver~~
~~Mr. Jordan~~	~~3.0%~~	~~Market data~~
~~Ms. Dmuchowski~~	—%	~~Market data~~
~~Mr. Restel~~	~~10.6%~~	Market data for new position (head of regional banking)*
~~Mr. Popwell~~	~~6.7%~~	~~Market data~~
~~Ms. LoCascio~~	~~41.1%~~	Market data for new position (chief operating officer)*
~~Mr. Byrd~~	~~2.6%~~	employment agreement**

After Employment Agreement is

* Mr. Restel had been Chief Operating Officer. Ms. LoCascio had been Chief Human Resources Officer.Fully Implemented (2024)

** Mr. Byrd's pay was governed by an employment agreement. After his retirement in July, his salary was discontinued and his annual bonus was pro-rated. 549755817090

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. ~~For nine~~Table CDA.6 shows that for each of the past ~~ten~~five years, our FOR vote has exceeded 90%:

Table ~~CDA.6~~CDA.5

Recent Say on Pay ~~Past Ten Years~~Outcomes

Year FOR Vote Year FOR Vote
2013 91% 2018 32%
2014 94% 2019 97%
2015 94% 2020 94%
2016 98% 2021 97%
2017 95% 2022 94%


Year			FOR Vote
2019			97%
2020			94%
2021			97%
2022			94%
2023			96%

We are committed to enhancing our corporate governance outreach to engage with, and solicit feedback from, external stakeholders.

In ~~2021, members~~June 2023, a month after termination of ~~management,~~ the ~~Committee's Chair,~~TD transaction, we held our first investor day event in many years. The event re-introduced us to the market, focusing on results achieved since our IBKC merger-of-equals in relation to goals we announced before that transaction closed. In light of the March and May 2023 banking crisis, we also provided significant detail regarding our ~~Lead Director met with shareholders representing about 18% of~~loans, loan mix, loan commitments, deposits, deposit mix, early results from our ~~outstanding common shares. On February 27, 2022, First Horizon entered into a merger agreement with TD pursuant to~~deposit campaign, our funding situation,

~~which TD will acquire First Horizon. The merger agreement~~our capital position, and our employment and retention experience in 2022 and 2023.

Early in 2024, senior management and three non-employee directors—Messrs. Compton, Maples, and Reed—met with ~~TD limits~~a large (greater than 5%) institutional shareholder. As mentioned above, Mr. Compton chairs the Board's Nominating and Corporate Governance Committee, Mr. Maples chairs the Board's Compensation Committee, and Mr. Reed is our ~~ability to change our~~Lead Director. We discussed corporate governance (metrics, practices, and ~~compensation policies while~~ the ~~TD acquisition remains pending.~~

~~As a result, we suspended our usual shareholder outreach activities during the past year.~~

like), recent financial and operating results, risk

management organization and practices, and related topics.

The major components of executive compensation in ~~2022~~2023 consisted of cash salary, annual cash incentive, and annual long-term incentive (LTI) awards. Regular annual LTI awards for executives in ~~2022~~2023 consisted of PSUs and RSUs.

Table ~~CDA.8~~CDA.7 presents an overview of the total direct compensation components for our executives.

NEO Executive officer named in this CD&A

TDC Total direct compensation (salary, annual cash incentive, & annual long-term incentive awards)

EBP Executive Bonus Plan

IP 2021 Incentive Plan (long-term incentive awards starting April 2021)

PSU Performance stock unit award

RSU 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 incentive

~~RSA~~RCU Restricted ~~stock~~cash award

Full-value award Any long-term award other than stock options

CIC Change in control

~~IBERIA or~~ IBKC IBERIABANK Corporation

TD The Toronto-Dominion Bank

TD acquisition The ~~pending~~proposed acquisition of First Horizon by TD, ~~pursuant~~agreed to ~~the merger agreement entered into on~~in February ~~27,~~ 2022 and terminated in May 2023

KPI Key performance indicator

PPNR Pre-provision net revenues

ROA Return on average assets

ROE Return on average equity

ROCE Return on average common equity

ROTCE Return on average tangible common equity

TSR Total shareholder return

EPS Earnings per share

GAAP Generally accepted accounting principles

~~CECL~~ ~~Current expected credit loss accounting~~

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 5973 below).

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.

~~The~~Executive salary rates ~~set~~ early in ~~2022~~2023 were ~~based~~unchanged, as required by our then-pending merger agreement with TD. Mr. Jordan's salary rate was increased under his employment agreement signed in August, as discussed beginning on a review of peer market data for all executive positions other than Mr. Byrd's, who was under an employment agreement. Late-2021 promotions experienced by Mr. Restel and Ms. LoCascio were taken into account. The outcome of that review ispage 88. NEO salaries in 2023 are summarized in Table ~~CDA.9.~~CDA.8.

Table ~~CDA.9~~CDA.8

NEO Salaries ~~2022~~2023


NEO	NEO	2022 Salary Rate	Change %		NEO	Annual Rate	Change %
Mr. Jordan		1,060,900	3.0	%
Mr. Jordan (pre-agmt)*					Mr. Jordan (pre-agmt)*	1,060,900	—		%
Mr. Jordan (post-agmt)*					Mr. Jordan (post-agmt)*	1,125,000	6.0		%
Ms. Dmuchowski	Ms. Dmuchowski	600,000	—	%	Ms. Dmuchowski	600,000	—	—	%
Mr. Restel	Mr. Restel	700,000	3.7	%	Mr. Restel	700,000	—	—	%
Mr. Popwell	Mr. Popwell	700,000	—	%	Mr. Popwell	700,000	—	—	%
Ms. LoCascio	Ms. LoCascio	650,000	18.2	%	Ms. LoCascio	650,000	—	—	%
Mr. Byrd*		1,184,500	3.0	%

* Mr. ~~Byrd's pay is governed by an~~Jordan's salary rate was increased effective in August 2023 under his five-year employment agreement. ~~His salary was discontinued after his retirement in July.~~

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~~CDA.9 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~~CDA.9

~~2022~~2023 Incentive Mix

(at target level, as a percentage of salary)


NEO	NEO	Annual Incentive		Long-Term Incentive Awards						NEO	Annual Incentive		Long-Term Incentive Awards
				PSUs		RSUs		Total LTI					PSUs		RSUs		Total LTI
Mr. Jordan		150	%	240	%	160	%	400	%
Mr. Jordan*										Mr. Jordan*	150	%	240	%	160	%	400	%
Ms. Dmuchowski	Ms. Dmuchowski	85	%	90	%	60	%	150	%	Ms. Dmuchowski	85	%	90	%	60	%	150	%
Mr. Restel	Mr. Restel	100	%	120	%	80	%	200	%	Mr. Restel	100	%	120	%	80	%	200	%
Mr. Popwell	Mr. Popwell	100	%	120	%	80	%	200	%	Mr. Popwell	100	%	120	%	80	%	200	%
Ms. LoCascio	Ms. LoCascio	100	%	120	%	80	%	200	%	Ms. LoCascio	100	%	120	%	80	%	200	%
Mr. Byrd*		124	%	215	%	143	%	358	%

* Mr. ~~Byrd's 2022~~Jordan's employment agreement changed his salary rate but did not change the annual incentive ~~was pro-rated as a result~~percentage, which remains 150%. His agreement made no changes to his 2023 annual LTI awards, which were 400% of his ~~retirement in July 2022. The table ignores pro-rating.~~original salary.

In ~~February 2022,~~January 2023, with the TD acquisition pending, the Committee ~~decided to use~~created 2023 cash incentive opportunities on a business-as-usual basis. Incentives were based on pretax earnings (PTE) as athe key ~~(60% weighting) financial/quantitative~~ driver of ~~annual incentive performance~~ outcomes for ~~2022.~~2023. PTE is a performance measure often used by financial industry analysts and regulators in forecasting, ~~modelling,~~modeling, and risk ~~management.~~management and has been used by First Horizon for many years. The Committee ~~also maintained high focus (40% weighting) on expense management.~~allowed for a discretionary corporate rating adjustment, consistent with past practices, as well as for individual ratings. These decisions are illustrated in Tables ~~CDA.11a through 11c.~~CDA.10a and 10b.

Table ~~CDA.11a~~CDA.10a

~~2022~~ Annual Cash Incentive 2023 Program

Factors & Adjustments


Corporate Rating ~~Factors:~~Factor: •Adjusted Pretax Earnings (PTE) ~~(60%)~~ •~~Expense Management (40%)~~vs. budget
Adjustments: •Corporate Rating Adjustment •Individual Rating

Table ~~CDA.11b~~CDA.10b

2023 PTE Factor Drivers ~~(60%)~~


Adjusted PTE	% of Budget	PTE Factor
$~~1,374~~1,884 million & above	125% & above	150%
$~~1,101~~1,507 to ~~$1,374~~$1,884 million	100% to 125%	100% to 150%
$~~1,101~~1,507 million	100%	100% (target)
$~~826~~1,130 to ~~$1,101~~$1,507 million	75% to 100%	50% to 100%
below ~~$826~~$1,130 million	below 75%	0%

~~Table CDA.11c~~

~~Expense Factor Drivers (40%)~~


~~Adj'd Non-int. Exp.~~	~~% of Budget~~	~~Expense Factor~~
~~$1,429 million & below~~	~~below 96%~~	~~150%~~
~~$1,489 to $1,429 million~~	~~100% to 96%~~	~~100% to 150%~~
~~$1,489 million~~	~~100%~~	~~100% (target)~~
~~$1,489 to $1,549 million~~	~~100% to 104%~~	~~50% to 100%~~
~~above $1,549 million~~	~~above 104%~~	0%

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 ~~Rating~~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.~~percentage for each executive. The Committee retained the ability to adjust the personal plan outcome for a given executive for any reason, but with a focus (in January 2023) on these areas: risk management, quality of earnings, and non-strategic outcomes.

~~The CEO’s 2022~~Mr. Jordan's personal plan is approved by the Committee each year. Other executive personal plans support, and substantially overlap with, Mr. Jordan's. Consistent with the Committee's business-as-usual approach, Mr. Jordan’s 2023 personal plan included two major performance groups, both with an over-arching goal of achieving top-quartile long-term ~~performance:~~performance. His 2023 personal plan was largely similar to 2022's but with enhanced emphasis on growing selectively and maintaining sound banking practices. Those enhancements were borne from substantial concern, prevalent early in 2023, that the economy was likely to enter a recession in 2023 or 2024.

CEO Personal Plan Goals for 2023

Strategic Priorities ~~(50%~~(50% weighting)

•Growing our Core

◦~~Sound, profitable growth in~~Execute Regional & Specialty ~~Banking segments~~banking segment plans to deliver sound, profitable growth

◦~~Support growth by leveraging~~Leverage investments in digital, treasury management, and marketing to support growth with an emphasis on being more selective with underwriting, digital, and treasury management initiatives

•Selective Transformation

◦Materially reduce costs of delivery and simplify processes with a focus on safety and soundness

◦Increase specialization to drive higher margins

◦~~Enhance~~Continue to enhance cybersecurity and delivery models to increase productivity while avoiding disruptive change

•Supporting our People & Communities

◦Be an employer of choice, demonstrating the ability to attract, develop, and retain top talent

◦Support our communities through reinvestment and social responsibility

Financial Performance ~~(50%~~(50% weighting)

•Drive consistent ~~metrics:~~financial metrics

◦Financial ~~results~~results: EPS growth; ROTCE; tangible book value per share

◦Efficiency & ~~productivity~~productivity: revenues per employee; revenues per dollar of assets; efficiency ratio

◦Operational execution: ~~lending;~~loan, fee ~~income; deposit;~~income & new to bank deposit growth; net charge-offs; new verticals/new digital ~~revenues;~~revenue; cost savings; critical ~~talent;~~talent attrition; ESG/DEI performance; NPS (client loyalty, satisfaction, and enthusiasm score)

•~~Strong~~Strengthen downturn readiness by minimizing risks associated with portfolio credit quality

•~~Sound~~Execute a sound risk management & governance strategy

•~~Shareholder~~Create shareholder value ~~creation~~

Actual individual rating ~~impacts~~outcomes are discussed under 2023 Annual Cash Incentive Outcomesbelow.

~~Pre-Defined Quantitative Adjustments~~Target Amounts

The dollar amount of each executive bonus opportunity that would be paid for target-level performance was determined by the Committee as percentages of salary, as described above under the caption Incentive Mix beginning on page 67. Our merger agreement with TD required the Committee to freeze 2023 salaries and target amounts at 2022 levels. The NEO target amounts for 2023 are presented in Table CDA.13 below.

After the TD acquisition transaction was terminated, our Board approved a five-year employment agreement with Mr. Jordan, as discussed above under the caption Executive Compensation Changes in 2023 beginning on page 64, and below under the caption Jordan Employment Agreement beginning on page 88. The employment agreement maintained Mr. Jordan's annual cash incentive target at 150% of salary, but applied that percentage for 2023 to his new salary rate under the agreement, which increased 6% from the year before.

2023 Annual Cash Incentive Outcomes

Calculated PTE

The ~~Committee,~~calculated PTE outcome for 2023, with all required quantitative adjustments as set up early in ~~setting~~ the ~~performance goals, provided that~~year and before any qualitative adjustments, was well below budget. Key factors impacting the calculated PTE ~~and other financial performance measures must be adjusted for certain specific items, including changes~~outcome are summarized in ~~accounting principles and certain unusual or non-recurring items, such as litigation settlements. Also,~~Table CDA.11. As shown in the ~~unusual gains and losses recognized for the merger of equals, as required~~Table, all negatively impacted calculated PTE by ~~accounting rules, were adjusted out of budget and performance calculations.~~significant amounts.

The Committee believes that these impacts, all of which worked against the PTE calculation for 2023 annual cash incentives, either were outside of management's control or were necessitated by sudden exigencies that arose outside of management's control. Other significant impacts on 2023 results, less discrete than those listed above, also mostly hurt PTE and, in many cases, either were not within management's control, such as marketing costs, or were necessitated by events noted above. As a result, the Committee decided that significant qualitative adjustments were called for this year.

Discretionary Adjustments to PTE & Corporate Rating

In February 2024, the Committee made the following quantitative changes to how the 2023 annual incentives would be determined:

•The merger termination fee was added back to PTE. The Committee believes this very roughly balances out against the other key impacts listed in Table CDA.11, two of which remain included in the calculation, and also against significant post-merger increases in ordinary expenses such as marketing.

•The FDIC special assessment expense was excluded from the PTE calculation.

•Two smaller items, related to asset impairments and a business unit disposition, were excluded from the PTE calculation. The net impact was to reduce calculated PTE by $1.4 million.

The Committee also made a non-quantitative adjustment to the fully-adjusted calculated PTE outcome of +10%. Key

factors, none of which were weighted in any particular way, considered by the Committee in making this adjustment were:

•Net interest income for 2023 was $318 million below budget due to unexpected elevated funding costs, especially related to deposits.

•Fixed income and mortgage revenues continued to be down in 2023 due to the continued adverse interest rate environment, including the highly unusual continuation all year of 2022's yield curve inversion.

•The management team performed exceptionally well in extremely challenging conditions, maintaining operational performance despite substantial distractions from the termination of the merger transaction while the banking crisis was unfolding.

Other Factors

As noted above, overall credit quality remained strong in 2023 even with an unexpected single large commercial loan default. The quality of earnings was in line with overall expectations. In the balanced scorecard process, we ranked in the top quartile for six metrics, the bottom quartile for six others, and in the middle quartiles for the others. Several of the top and bottom rankings were driven strongly by the TD transaction, such as 2022's total shareholder return (top rank) vs. 2023's (bottom rank).

Final Corporate Rating

The quantitative and qualitative determinations leading to the final corporate rating are summarized in Table CDA.12.

~~2022 Annual Incentive Outcomes~~

~~Corporate Rating~~

~~The final corporate rating for 2022 was 115%. The quantitative and qualitative determinations leading to that result are summarized in Table CDA.12.~~

Table CDA.12

~~2022~~2023 Corporate Rating


Drivers (Wt)	Results & Rationales	Corp. Rating
~~PTE (60%~~PTE (100%) •~~Outcome: 141%~~Outcome: 75%	PTE for ~~2022,~~2023, after all ~~required~~ adjustments mentioned above, was ~~120%~~88% of forecast/budget.	~~115%~~
~~Expense (40%)~~ •~~Outcome: 70%~~	~~Non-interest expense for 2022, after all required adjustments, was 102.4% of forecast/budget. After all discretionary adjustments, non-interest expense was reduced to 101.2% of forecast/budget.~~85%
Discretionary Adjustments: •Outcome: ~~+3% pts~~+10%	Key factors: ~~IBKC systems integration completed; IBKC multi-year cost targets achieved; controllable loan growth was strong; credit quality was strong~~net interest income and, to a lesser extent, noninterest income down substantially due to environmental factors and management's exceptional performance handling the merger termination and its aftermath while a national banking crisis unfolded.

Individual Ratings

The Committee determined that ~~each of the five still-active NEOs~~Mr. Jordan achieved an individual rating of 100%.

~~Discretionary Actions Affecting Ratings~~

~~The key items the Committee considered in making discretionary adjustments to the expense factor for the 2022 corporate rating, and in approving 2022~~ Other NEOs received individual ratings ~~were:~~

•~~Systems integration related~~ranging from 100% to 118%, as shown in Table CDA.13. Mr. Jordan's rating was driven by the ~~First Horizon/IBKC merger was completed without major incident. Total integration expenses (2020-22)~~considerations noted above. Key among them were ~~higher than initially budgeted.~~

•~~Non-interest expense in 2022 was higher than budget, even after excluding the impacts~~his outstanding leadership during a time of ~~certain unexpected inflation-driven increases. However, certain efficiency opportunities in the budget were curtailed in compliance with the merger agreement with TD.~~serious crisis

•~~Taking a multi-year view,~~balanced against the fact that overall results were well below budget. Other individual rating outcomes among the NEOs were based on individual exceptional performance balanced, in ~~spite of inflation we achieved the $200 million-per-year cost savings rate targeted when we announced the IBKC merger of equals~~some cases, against specific events that resulted in ~~late 2019.~~sub-optimal outcomes.

•Controllable loan growth (excluding unavoidable government program run-off and cyclical reduction in mortgage-related lending) was stronger than expected. In the context of the IBKC systems integration and pending TD acquisition, and with interest rates rising most of the year, this was a remarkable achievement.

•~~Credit quality and underwriting discipline during the year remained excellent. Provision expense increased, but mainly in line with loan growth and worsening economic expectations.~~

•~~Successfully divested our title services business.~~

~~None of these items was given any quantitative weight or effect.~~

~~2022~~2023 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.13.

Table CDA.13

~~2022~~2023 Annual Incentive Outcomes

NEO Target ($) Corp. Rating Indiv. Rating Incentive Paid ($)
Mr. Jordan 1,591,350 115% 100% 1,830,053
Ms. Dmuchowski 510,000 115% 100% 586,500
Mr. Restel 700,000 115% 100% 805,000
Mr. Popwell 700,000 115% 100% 805,000
Ms. LoCascio 650,000 115% 100% 747,500
Mr. Byrd* 1,468,780 115% 100% 844,549

* Target bonus is shown for full year. Bonus paid was pro-rated in connection with his retirement in July. See ~~Agreements Related to IBKC Merger~~ ~~beginning on page~~ 77.


NEO	Target ($)	Corp. Rating	Indiv. Rating	Incentive Paid ($)
Mr. Jordan	1,687,500	85%	100%	1,434,375
Ms. Dmuchowski	510,000	85%	118%	510,000
Mr. Restel	700,000	85%	100%	595,000
Mr. Popwell	700,000	85%	100%	595,000
Ms. LoCascio	650,000	85%	108%	595,000

~~2022~~2023 Regular Annual LTI Award Mix

As mentioned above, in ~~2022,~~2023, the annual long-term incentive award mix for all NEOs was 60% PSUs, 40% RSUs. The Committee ~~believed~~believes that these components provided an appropriate balance between performance and retention. First Horizon granted no compensatory stock option awards in 2023.

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

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 ~~2022~~2023 annual incentive opportunity, discussed earlier under Annual Cash Incentive starting on page 5568.

For the ~~2022~~2023 PSUs, the KRX index represented 50 regional banks, a wider range of institutions than those in our peer group used for ~~other~~most benchmarking purposes. For ~~2022~~2023 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 ~~2019~~2020 with a ~~2019-21~~2020-22 ROTCE performance period, vesting in May ~~2022.~~2023. The performance outcome for that award is presented above under Financial Performance Related to Incentives beginning on page 5063, especially in Table CDA.4.

Restricted Stock Units (RSUs)

RSUs align executives’ interests with shareholder interests by providing rewards in stock and rewarding for increases in our stock value. 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, and dividends accrue during the vesting period. Dividends are paid in cash if and when the award vests.

Special LTI Awards

The Committee occasionally approves special retention awards on a targeted basis, or in connection with a new-hire situation. ~~No NEO received such an award~~As mentioned above in ~~2022.~~

InKey Events Shaping 2023 Pay beginning on page 61, in 2022 First Horizon established a ~~large~~major retention program connected with the ~~pending~~then-pending TD acquisition. Awards were made throughout the company, consisting of cash, RSUs, or a ~~combination thereof. No NEO received~~combination. At the executive level, early in 2023, the Compensation Committee granted two-year fixed-dollar RCU awards to those executives with whom TD had not made its own retention arrangements.

Termination of the TD merger agreement in May 2023—just a few days after a third major bank failure—created a retention crisis throughout the company. Unvested regular stock awards had lost more than half of their value over the preceding three months, and the TD retention program was not well suited to our needs post-TD. For the executive team, the Committee responded by canceling all TD-related RCU awards, and granting new three-year RCU awards to all executives other than Mr. Jordan. For additional details, see Critical Retention Problem and Our Retention and Other Responses within Key Events Shaping 2023 Pay beginning on page 61. These special retention RCUs are reflected in Columns (c) through (e) of Table RC.2 within Grants of Plan-Based Awards beginning on page 80. The size of each RCU award was determined primarily based on the executive's position and perceived retention gaps.

In August, 2023, the Board of Directors approved a five-year employment agreement with Mr. Jordan. The agreement provided for all major components of his compensation package, and included a special equity award consisting of five-year PSUs ($3 million grant value) and RSUs ($2 million grant value). See Jordan Employment Agreement beginning on page 88 for additional details. The award was an integral part of the employment package offered to Mr. Jordan, with a cliff-vesting period coincident with the five-year employment period. The award is reflected in ~~2022.~~Column (e) of the Summary Compensation Table (Table RC.1) on page 78 and in Columns (f) through (i)

~~Impact~~ of ~~the Pending TD Acquisition on 2022 LTI~~Table RC.2 within Grants of Plan-Based Awards

Under the merger agreement with TD, the RSUs granted to executives (and all other associates) in 2022 will convert to RSUs in respect of TD shares, but otherwise will continue according to their terms if and when the pending TD acquisition closes. PSUs will be similarly converted. By the terms of the PSUs and our long-standing policy, PSU performance will be set at target (100%) when the acquisition closes, effectively turning the PSUs into time-vesting RSUs that will vest based on continued employment over the remainder of the performance period that applied to the prior PSU award.

The closing of the pending TD acquisition will not in and of itself accelerate 2022 LTI awards. However, the completion of the pending TD acquisition will be a "change in control" for purposes of all outstanding awards

and their respective plans. If an award holder experiences a qualifying termination of employment following the change in control, the holder's awards will automatically vest. For additional information see ~~Change in Control (CIC) Arrangements~~beginning on page 7580.

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 ~~2022~~regular annual 2023 long-term incentive awards were based upon the ~~2022~~2023 salary rates and incentive mix

discussed ~~above, using our~~above. Our closing stock price on the grant date, ~~February 10, 2022, which~~January 23, 2023, was ~~$18.09~~$24.63 per share. See Incentive Mix on page 5567 for details.

The $10.58 base price of the performance feature used in the executive retention RCUs was a 20-day average closing price of our stock near the grant date, which was May 6, 2023. Mr. Jordan's special equity awards were valued using the closing price of our stock on the grant date, August 3, 2023, which was $13.41 per share.

Our compensation programs are designed to attract and retain experienced and talented executives ~~that~~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, ~~over 70 percent~~a substantial majority of ~~our executives’~~regular annual executive pay is variable and tied to overall company and individual ~~performance.~~performance, stock price, or both. The mix of fixed and at-risk components ~~before and after the merger of equals,~~ is examined in the Pay & Performance Alignment section, which begins on page 5063.

Peer Benchmarking

The Committee’s independent consultant ~~conducted~~conducts comprehensive benchmarking of ~~the compensation~~our peer group to provide reference for pay levels as well as program designs for the ~~organization after the IBKC merger.~~organization. The Committee ~~used~~uses this information to set or adjust salaries, target incentive opportunities and determine the components of direct compensation for executives. ~~Post-merger, the~~The Committee’s preferences and goals ~~were~~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 TD merger agreement. Benchmarking and other normal pay-review and pay-adjustment practices were diminished in 2023 for executives. Normal practices resumed after the TD acquisition terminated in May and will be used for 2024 compensation.

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.

Our peer group used in ~~2022 reflects~~2023 before the TD acquisition terminated was carried over from 2022. The group included 16 regional banks with assets (at ~~year-end 2021)~~December 31, 2022) ranging from $54 billion to ~~$211~~$227 billion. Our 2023 peer banks are shown in Table ~~CDA.14,~~CDA.14a, with First Horizon included for context.

Table CDA.14a

Peer Banks for 2022-2023


Rank	Peer	Assets $B
1	Citizens Financial Group, Inc.	227
2	First Republic Bank*	213
3	SVB Financial Group*	212
4	Fifth Third Bancorp	207
5	M&T Bank Corporation	201
6	KeyCorp	190
7	Huntington Bancshares	183
8	Regions Financial Corporation	155
9	Signature Bank*	110
10	Zions Bancorporation	90
11	Comerica, Inc.	85
	First Horizon Corporation	79
12	Popular, Inc.	68
13	People’s United Financial**	65
14	East-West Bancorp, Inc.	64
15	Synovus Financial Corp.	60
16	CIT Group Inc.**	54

*Bank failed in 2023.

**Acquired by another bank in 2022; assets shown pre-acquisition.


			5973			~~2023~~2024 PROXY STATEMENT


COMPENSATION DISCUSSION & ANALYSIS (CD&A)

Because the TD acquisition was pending for most of 2022 and the first four months of 2023, the Committee did not revise the peer group for the 2023 pay cycle.

In July 2023, after the TD acquisition 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 new peer group, shown in Table ~~CDA.14~~CDA.14b, includes 17 banks, of which seven are new. Based on asset size, First Horizon is closer to the middle of the revised peer group. In table CDA.14b, asset sizes are shown as of March 31, 2023. Although the 2024 peers were not used for 2023 pay generally, they were used to benchmark the pay package offered to Mr. Jordan in his employment agreement signed in August. For additional information, see Jordan Employment Agreement beginning on page 88.

Table CDA.14b

Peer Banks for ~~2022~~2024

Rank Peer Assets $B
1 Fifth Third Bancorp 211
2 SVB Financial Group 211
3 Citizens Financial Group, Inc. 188
4 KeyCorp 186
5 First Republic Bank 181
6 Huntington Bancshares 174
7 Regions Financial Corporation 163
8 M&T Bank Corporation 155
9 Signature Bank 118
10 Comerica, Inc. 95
11 Zions Bancorporation 93
First Horizon Corporation 89
12 Popular, Inc. 75
13 People's United Financial* 65
14 East West Bancorp, Inc. 61
15 Synovus Financial Corp. 57
16 CIT Group Inc.* 54

*Acquired in 2022. CIT assets are shown as of 9/30/2021.


Rank	Peer	Assets $B
1	Citizens Financial Group, Inc.	222
2	First Citizens Bancshares, Inc.	214
3	Fifth Third Bancorp	209
4	M&T Bank Corporation	203
5	KeyCorp	198
6	Huntington Bancshares	189
7	Regions Financial Corporation	154
8	Comerica, Inc.	91
9	New York Community Bancorp, Inc.	90
10	Zions Bancorporation	89
	First Horizon Corporation	81
11	Webster Financial Corporation	75
12	Western Alliance Bancorporation	71
13	Valley National Bancorp	64
14	Synovus Financial Corp.	62
15	Wintrust Financial Corporation	53
16	Cullen/Frost Bankers, Inc.	51
17	Pinnacle Financial Partners, Inc.	45

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.15 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.


			74			2024 PROXY STATEMENT


COMPENSATION DISCUSSION & ANALYSIS (CD&A)

Table CDA.15

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 6478, with additional information provided in Table RC.1b and its explanatory notes.
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 7387.
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 7387.
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 7286. Any change in pension value for the NEOs is included in column (h) of the Summary Compensation Table on page 6478 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.


			60			~~2023 PROXY STATEMENT~~


~~COMPENSATION DISCUSSION & ANALYSIS (CD&A)~~


~~Benefit~~	~~Type~~	~~Benefit Provided~~	~~Further Information~~
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 6478, 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 6478, 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 6478, 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, ~~separated~~driven by ~~periods of modest activity. Merger activity abated substantially following the last recession, but (excluding the four largest U.S. banks) resumed several years ago.~~efficiency pressures and regulatory compliance cost structures. Although ~~this industry pattern~~consolidation has created substantial business opportunities for us and others, it also has created substantial personal uncertainties for associates. Our CIC ~~severance~~plan and legacy agreements ~~and CIC plan features~~ were put in place ~~a number of years ago in response~~ to address these uncertainties.

~~We have~~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 ~~with Messrs. Jordan~~ and ~~Popwell. These are not employment agreements. They provide~~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, but otherwise provide~~event. It provides no employment ~~protection.~~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 ~~these contracts~~the CIC Plan is provided under the caption CIC Severance ~~Agreements~~Plan within the Change in Control (CIC) Arrangements section, which begins on page 7590.


			75			2024 PROXY STATEMENT


COMPENSATION DISCUSSION & ANALYSIS (CD&A)

The primary objective of our CIC ~~severance agreements~~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 ~~agreements~~Plan also ~~provide~~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.

~~The IBKC merger of equals was~~We have a CIC transaction under our executive CIC severance agreements, as well as under legacy IBKC’s similar agreements. Mr. Jordan, Mr. Popwell, and Ms. LoCascio signed letter agreements with us waiving their right to treat the IBKC transaction and related events as a benefit trigger under their CIC severance agreements. Each of the NEOs from legacy IBKC also signed letter agreements confirming the benefits

~~under their legacy agreements with IBKC. Additional information about the letter agreements is provided under the caption~~ ~~Agreements Related to IBKC Merger~~ ~~beginning on page~~ 77.

In 2021, our Board of Directors adopted a new Executive Change in Control Severance Plan (the “CIC Plan”). We stopped offering new individual CIC severance agreements, and began offering participation in the CIC Plan instead, to selected executives. Each legacy CIC severance agreement ~~will remain in place unless the executive~~with Mr. Popwell. It is ~~invited to participate in~~not an employment agreement. Like the CIC Plan, the agreement provides benefits if employment is terminated in connection with a CIC event, but otherwise provides no employment protection. His and ~~agrees to switch. Several~~other legacy ~~First Horizon~~ CIC severance agreements ~~remain in place, including those of Messrs. Jordan and Popwell. We expect the CIC Plan to supplant the agreements by attrition over time.~~

~~The CIC Plan offers~~offered benefits similar to the ~~individual agreements~~CIC Plan described above and iswere 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. ~~Ms. Dmuchowski, Mr. Restel, and Ms. LoCascio became participants in the CIC Plan in 2021.~~ Additional information about ~~the CIC Plan~~these contracts is provided

under the caption CIC Severance ~~Plan~~Agreements within the Change in Control (CIC) Arrangements section ~~section,~~, which begins on page 7590. Until August 2023, Mr. Jordan also had a legacy CIC severance agreement. He gave up that agreement to participate in the CIC plan.

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 89.

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.


			61			~~2023 PROXY STATEMENT~~


~~COMPENSATION DISCUSSION & ANALYSIS (CD&A)~~

Clawback ~~Policy~~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, adopted in 2023, 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.

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.

The CEO’s minimum ownership level under the guidelines is six times cash ~~salary, as is the Executive Chairman’s.~~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.

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 ~~2022~~2023 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.~~2021; as noted above,


			76			2024 PROXY STATEMENT


COMPENSATION DISCUSSION & ANALYSIS (CD&A)

by third quarter 2023 our stock price, and the value of her stock awards, had fallen substantially.

Compensation Consultants

For ~~2022,~~2023, 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 ~~2022.~~2023.

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 ~~2022~~2023

•Advise the Committee regarding current peer and market practices related to annual incentive, ~~long-term~~long-

term incentive, and change in control plans and programs

•Advise the Committee regarding the ~~new executive change in control plan~~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 2324.

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.

~~Tax Deductibility~~

~~In 2017 and earlier years, section 162(m) of the U.S. Internal Revenue Code generally disallowed a tax deduction to public companies for compensation~~


			62			~~2023 PROXY STATEMENT~~


~~COMPENSATION DISCUSSION & ANALYSIS (CD&A)~~

exceeding $1 million paid during the year to the CEO and the three other highest-paid executive officers at year-end (excluding the Chief Financial Officer). Certain performance-based compensation was not, however, subject to the deduction limit.

~~In 2017 Congress repealed the performance-based exception, applicable starting with 2018’s awards. As a~~

~~result, section 162(m) has not played a significant role in structuring executive compensation awards since 2017.~~

Transition provisions apply to qualifying awards that were outstanding when repeal occurred. Deductibility generally is preserved if those awards run their course as granted. One award, from 2016, remains outstanding and subject to the old rules.

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 2123 of this proxy statement.


			6377			~~2023~~2024 PROXY STATEMENT


RECENT COMPENSATION

Recent Compensation

This Recent Compensation section provides detailed information about the compensation paid to our NEOs in ~~2022.~~2023. 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, ~~include~~Table RC.1, represent all compensation earned by our NEOs for ~~2022,~~2023, including amounts deferred by those persons, for all services rendered in all capacities to us and our subsidiaries. Compensation amounts from the ~~past two~~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)
Name & Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensa-tion ($) Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) All Other Compensa-tion ($) Total ($)
D.B. Jordan
Chairman, President, & CEO
2022 1,060,900 — 4,243,600 — 1,830,053 — 103,216 7,237,769
2021 1,030,000 — 4,815,250 — 1,545,000 868,537 155,709 8,414,496
2020 1,037,538 — 2,000,000 292,327 1,236,000 893,748 120,575 5,580,188
H. Dmuchowski 1
SEVP & Chief Financial Officer
2022 600,000 — 900,000 — 586,500 — 307,263 2,393,763
2021 57,692 — 375,000 — 500,000 — 6,100 938,792
A.J. Restel 2,3
President—Regional Banking
2022 700,000 — 1,400,000 — 805,000 — 66,564 2,971,564
2021 675,000 — 2,485,000 — 725,000 — 55,252 3,940,252
2020 326,000 — — — 540,000 — 8,770,954 9,636,954
D.T. Popwell
President—Specialty Banking
2022 700,000 — 1,400,000 — 805,000 — 98,428 3,003,428
2021 700,000 — 1,540,000 — 700,000 — 124,012 3,064,012
T.S. LoCascio
SEVP & Chief Operating Officer
2022 650,000 — 1,300,000 — 747,500 — 85,524 2,783,024
D.G. Byrd 2,4
former Executive Chairman of the Board
2022 597,381 — 4,243,600 — 843,956 — 5,484,668 11,169,605
2021 1,150,000 — 4,791,250 — 1,425,000 — 1,646,253 9,012,503
2020 552,885 — — — 1,140,000 — 23,148,573 24,841,458


(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	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
	2021	1,030,000	—	4,815,250	—	1,545,000	868,537	155,709	8,414,496
H. Dmuchowski 2 SEVP & Chief Financial Officer	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
	2021	57,692	—	375,000	—	500,000	—	6,100	938,792
A.J. Restel 3 President—Regional Banking	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
	2021	675,000	—	2,485,000	—	725,000	—	55,252	3,940,252
D.T. Popwell President—Specialty Banking	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
	2021	700,000	—	1,540,000	—	700,000	—	124,012	3,064,012
T.S. LoCascio 4 SEVP & Chief Operating Officer	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

1 Stock 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 88.

2 Ms. Dmuchowski joined First Horizon in November 2021. She did not receive annual stock awards for 2021, but did receive a retention award of RSUs as an inducement to join us. ~~See~~ ~~Dmuchowski Offer Letter~~ ~~beginning on page~~ 79.

2 Messrs. Restel and Byrd joined First Horizon on July 1, 2020, when First Horizon’s merger with IBKC was completed. Compensation granted or paid by IBKC before the merger closing is not included in this table. Specifically, 2020 salary is shown starting July 1; no stock awards were granted by First Horizon to these executives in 2020 after the merger closed; and non-equity incentive compensation (plan-based cash bonus) is included for the entire year 2020 since First Horizon paid bonus for both halves of the year after the merger closed. All Other Compensation generally includes only amounts paid after closing the IBKC merger; included in that total are change in control benefits under agreements with IBKC that were vested and deferred after the merger closed.

3 Late in 2021, Mr. Restel received a special ~~retention~~ award of retention RSUs connected with his promotion to President—Regional Banking, with a grant date value of ~~$1,000,000.~~$1 million.

4 ~~Mr. Byrd's planned retirement started two years after the IBKC merger closed,~~Ms. LoCascio first became an NEO in ~~July~~ 2022. ~~See~~ ~~Byrd Letter Agreements~~ ~~under the caption~~ ~~Agreements Related to the IBKC Merger~~ ~~beginning on page~~ 77. Mr. Byrd's salary stopped at retirement, and his 2022 non-equity incentive compensation (plan-based cash bonus) was pro-rated. Mr. Byrd became a consultant after retirement, in accordance with his employment agreement. His consulting fees earned in 2022 are included in column (i).


			64			~~2023 PROXY STATEMENT~~


~~RECENT COMPENSATION~~

Explanations of certain columns follow:

Col (c) Salary. Cash salary is shown in full, whether or not deferred. Ms. Dmuchowski's salary started in November 2021. ~~Mr. Byrd's salary stopped in July 2022.~~

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.~~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


			78			2024 PROXY STATEMENT


RECENT COMPENSATION

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 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) CEO Special Equity PSUs. In 2023, in connection with his employment agreement, we granted Mr. Jordan $3 million of special equity PSUs and $2 million of special equity RSUs. The ~~following table~~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 88.

Col (e) PSU Maximum Values. Table RC.1a provides a summary of the maximum payouts of the PSU awards ~~for~~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
	Year Granted								Year Granted
Name	Name	2020	2021	2022	Name	2023	2022	2021
Mr. Jordan		3,129,359	4,635,000	4,774,030
Mr. Jordan 1					Mr. Jordan 1	10,399,017	4,774,030	4,635,000
Ms. Dmuchowski	Ms. Dmuchowski	*		1,012,475	Ms. Dmuchowski	1,012,478	1,012,475	*
Mr. Restel	Mr. Restel	*	1,328,883	1,574,983	Mr. Restel	1,574,965	1,574,983	1,328,883
Mr. Popwell	Mr. Popwell	*	1,378,101	1,574,983	Mr. Popwell	1,574,965	1,574,983	1,378,101
Ms. LoCascio	Ms. LoCascio	*		1,462,475	Ms. LoCascio	1,462,468	1,462,475	*
Mr. Byrd		*	4,668,749	4,774,030

1 2023 includes regular PSUs and special equity PSUs.

* Did not receive ~~a PSU award~~PSUs that year, or year is omitted from Table RC.1.

Col (e) Regular RSUs. The annual equity award package includes RSUs which vest in three years and settle in shares.

Col (e) CEO Special Equity RSUs. In 2023, in connection with his employment agreement, we granted Mr. Jordan $3 million of special equity PSUs and $2 million of special equity RSUs. The RSUs vest August 3, 2028. See Jordan Employment Agreement beginning on page 88.

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.

~~Col~~Cols (e)-~~(f)~~(g) Retention & Other Special Awards. On occasion special ~~retention~~ awards are made to selected individuals based on a targeted need. ~~No special~~Special awards reflected in Table RC.1 are: (i) PSU and RSU awards to Mr. Jordan granted in 2023 (see Jordan Employment Agreement beginning on page 88); (ii) a retention ~~awards were granted by First Horizon to NEOs in 2022, and none are included in any row for an earlier year except for an~~RSU award to Mr. Restel in 2021 when he was promoted to his current ~~position. Ms. Dmuchowski's 2021~~position; (iii) stock awards ~~were required by her employment offer letter~~granted to Ms. Dmuchowski in 2021 as agreed when she was hired late that ~~year.~~year; and (iv) an increase in 2021 RSUs corresponding to a decrease in 2020 cash bonus paid. Not included in Table RC.1 are retention RCU awards granted in 2023 to all NEOs other than Mr. Jordan; those are included in Table RC.2 below.

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 the first half of 2020, bonuses were set up in a manner similar to earlier years, but the COVID pandemic, and management’s responses to it, made the budget-driven grids useless as tools to measure management achievement. Also, in 2021 RSUs were granted to the NEOs in lieu of a portion of 2020 plan-based bonuses; Col. (g) reports only the cash paid. For the second half of 2020, bonuses were based on similar criteria, using pre-provision net revenue instead of pretax earnings. For 2021, bonuses were based upon achievement in the following areas: pre-set levels of adjusted annual pre-provision net revenue; merger integration; credit quality; 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

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. Those RCUs are included in Table RC.2 below.

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 ~~2022~~2023 consist of the following:

Table RC.1b

All Other Compensation (Col.(i)) for ~~2022~~2023

(a)							(i)(b)		(i)(c)		(i)(d)		(i)(e)
		(i)(a)	(i)(b)	(i)(c)	(i)(d)	(i)(e)
Name	Name	Perqs. & Other Personal Benefits $	401(k) & Savings Restor. Match $	Life Insur. Prem. $	Tax Reim- burse- ments $	Other $	Name	Perqs. & Other Personal Benefits $		401(k) & Savings Restor. Match $		Life Insur. Prem. $		Tax Reim- burse- ments $	Other $
Mr. Jordan	Mr. Jordan	31,935	63,930	7,352	—		Mr. Jordan	70,271		65,207		7,540		—
Ms. Dmuchowski	Ms. Dmuchowski	174,822	3,738	3,702	—	125,000	Ms. Dmuchowski	52,251		13,708		3,701		—
Mr. Restel	Mr. Restel	20,288	42,150	4,126	—		Mr. Restel	9,367		42,000		4,481		—
Mr. Popwell	Mr. Popwell	52,726	42,000	3,702	—		Mr. Popwell	56,497		41,585		3,701		—
Ms. LoCascio	Ms. LoCascio	42,889	38,608	4,027	—		Ms. LoCascio	32,578		30,558		4,091		—
Mr. Byrd		31,628	35,843	11,391	14,530	5,391,276

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”

Table RC.2 provides information about the annual cash incentive opportunity established for, and the grants of PSUs, RSUs, and ~~RSUs~~performance-based RCUs during, ~~2022.~~2023. 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"; each retention RCU award with a performance feature is considered a “Non-Equity Incentive Plan Award” in columns (c) through (e) and is noted as ~~"Cash"~~"PRCU"; PSUs and special equity PSUs are considered to be “Equity Incentive

~~Incentive~~

Plan Awards” in columns (f) through (h); and RSUs and special equity 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 ~~2022.~~2023.

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.~~Opportunities (Cash). The Committee established performance criteria and set target amounts early in ~~2022~~2023 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 5568.

The information in columns (c)-(e) shows bonus opportunities. Information concerning bonuses actually earned for ~~2022~~2023 is shown in column (g) of the Summary

Compensation Table and in Annual Cash Incentive, beginning on pages 6478 and 5568, respectively.

Cols (c)-(e) Performance-based Restricted Cash Units (PRCU). We agreed to be acquired by The Toronto-Dominion Bank ("TD") in February 2022. In January 2023, the Committee granted retention RCUs to certain executives, excluding those having individual arrangements with TD, to support company objectives related to the then-pending acquisition. After the acquisition contract was terminated in May 2023, the January RCUs were cancelled and all NEOs, other than Mr. Jordan, received performance-based RCUs as shown in the table. For additional information see Annual Cash Incentive beginning on page 68.

Cols (f)-(h) Regular Annual Stock ~~Incentives.~~Incentives (PSU). The performance requirements for the ~~2022~~2023 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


			81			2024 PROXY STATEMENT


RECENT COMPENSATION

levels. See Performance Stock Units within the section captioned Long-Term Incentive Awards, which begins on page 71, for additional information. The 2023 PSUs are scheduled to vest on May 12, 2026, if threshold performance is achieved.

Cols (f)-(h) CEO Special Equity Stock Incentives (SEPSU). The performance requirements for the CEO's special equity 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 5771, and Jordan Employment Agreement beginning on page 88, for additional information. The ~~2022 PSUs~~2023 SEPSUs are scheduled to vest on ~~May 12, 2025~~August 3, 2028, if threshold performance is achieved.


			67			~~2023 PROXY STATEMENT~~


~~RECENT COMPENSATION~~

Col (i) Other Stock ~~Awards.~~Awards (RSU & SERSU). Column (i) shows regular annual RSUs granted in ~~2022.~~2023 and special equity RSUs granted to the CEO under his employment agreement. For additional information, see the notes for column (e) of the Summary Compensation Table (RC.1) above and see Jordan Employment Agreement beginning on page 88.

Cols (j)-(k) Stock Options. No stock options were granted to any NEO in ~~2022.~~2023.

Col (l) Grant Date Fair Values. Column (l) reflects the accounting value of the awards shown in columns (g), (i)

and (j). ~~Our~~For the regular annual PSUs and RSUs, our stock price on the grant date, ~~February 10, 2022,~~January 23, 2023, was ~~$18.09~~$24.63 per share. For the CEO special equity PSUs and RSUs, our stock price on the grant date, August 3, 2023, was $13.41 per share. For additional information see the discussion of columns (e) and (f) of the Summary Compensation Table (RC.1) beginning on page 6478.

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 5467.

The vesting and expiration schedules of equity-based awards granted in ~~2022~~2023 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.

•Regular annual RSUs vest on March 2 three years after grant.

•CEO special equity PSUs vest on the fifth anniversary of grant if goals are achieved at the 37.5% payout level or greater. CEO special equity RSUs vest on the fifth anniversary of grant. For additional information, see Jordan Employment Agreement beginning on page 88.

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 6983, 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 7590~~; see also~~ ~~Impact of Pending TD Acquisition on Awards~~ ~~immediately below.~~.

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. ~~Options have~~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 after the TD acquisition contract was terminated will vest on May 12, 2026, three years after grant. If the service requirement is met, these RCUs will pay, in cash and without interest, the target dollar amount shown in Table RC.2. 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 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 ~~2022~~2023 executive ~~awards~~award contained a deferral requirement at grant.

~~Impact of Pending TD Acquisition on Awards~~

~~Many disclosures in this~~ ~~Recent Compensation~~ section and elsewhere in this proxy statement describe vesting dates, expiration dates, performance requirements, and other information concerning outstanding awards of various types. Those descriptions apply fully if the pending TD acquisition is not consummated. The pending TD acquisition, when and if consummated, will constitute a "change in control" of First Horizon for purposes of all outstanding awards and their respective plans. The impact of that event on awards is summarized below:

•The pending TD acquisition will not accelerate long-term full-value awards granted to employees under the 2021 Incentive Plan or any legacy First Horizon plan. However, a later qualifying termination of the holder's employment will result in accelerated vesting of equity awards. A qualifying termination is generally a dismissal by the company without cause, or resignation by the employee with good reason, within a protected period (two or three years, depending upon the plan) after the acquisition closes.

•~~The pending TD acquisition will accelerate the vesting of all long-term full-value awards granted under any legacy IBKC plan and all RSUs held by First Horizon non-employee directors.~~

•~~PSUs and any other performance-based long-term awards will have performance set at "target," or 100%, except for the 2020 awards.~~

•The primary performance period for the 2020 PSUs (2020-2022) ended before the pending TD acquisition closed, and performance will be set at the higher of target or actual. The 2020 PSUs also have a TSR adjustment feature. The TSR performance period ends in mid-March 2023; TSR performance also will be set at the higher of target or actual if the pending TD acquisition closes after that period ends.

•All long-term full-value awards that are not accelerated will convert from awards covering First Horizon shares to awards covering TD shares, and upon vesting will be settled in TD shares. The number of shares will be adjusted to reflect the different


			6882			~~2023~~2024 PROXY STATEMENT


RECENT COMPENSATION

~~values per share, so that each award overall maintains the same value.~~

•~~All full-value awards that have vested previously and that are in a deferral period will convert from First Horizon shares to TD shares and will remain in deferral.~~

•Our merger agreement with TD provides that all stock options will be canceled when the pending TD acquisition closes. Option holders will be paid, in cash, the spread between the acquisition price and the option exercise price. Options having a negative spread will be canceled without payment.

•~~Annual cash incentive (bonus) awards for 2022 have been determined and paid, and will not be impacted by consummation of the pending TD acquisition.~~

The summary above generally outlines the impact of the pending TD acquisition on awards under their terms and the terms of their plans, as modified in some cases by our merger agreement with TD. Except for Mr. Byrd, our NEOs participate in our executive change in control severance programs, which can provide additional benefits to them if they experience a qualifying termination of employment following the pending TD acquisition. See C~~hange in Control (CIC) Arrangements~~ ~~beginning on page~~ 75 ~~for additional information.~~

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, ~~2022~~2023, by the named executive officers. Values are based on our market price at year-end, ~~$24.50~~$14.16 per share.

Table RC.3

Outstanding Equity Awards at Fiscal Year-End ~~2022~~2023

(a)											(b)		(c)		(d)		(e)		(f)			(g)		(h)		(i)		(j)
(a)		(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
		Option Awards					Stock Awards
	Option Awards																				Option Awards									Stock Awards
NEO	NEO	Number of Securities Underlying Unexer-cised 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 ($)	NEO	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexer-cised Options (#) Un-exercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (#)		Option Exercise Price ($/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	Mr. Jordan	137,249	—	—	11.62	3/2/2023
		110,871	—	—	19.73	3/2/2024
		120,385	—	—	18.69	3/2/2025
		87,492	29,163	—	15.43	3/2/2026
		62,894	62,892	—	15.90	3/2/2027
							276,945	6,785,153	560,955	13,743,398
116,655
116,655
94,340
94,340
94,340
								463,558
								463,558
								463,558
Ms. Dmuchowski 1
Ms. Dmuchowski 1
Ms. Dmuchowski 1	Ms. Dmuchowski 1	—	—	—			42,490	1,041,005	29,850	731,325
Mr. Restel 1	Mr. Restel 1	—	8,182	—	16.01	1/9/2030
							154,737	3,791,057	92,307	2,261,522
Mr. Restel 1

								163,528
								163,528
Mr. Popwell	Mr. Popwell	—	12,475	—	15.43	3/2/2026
		—	25,535	—	15.90	3/2/2027
							95,826	2,347,737	122,417	2,999,217
12,767
12,767
12,767
								105,795
								105,795
								105,795
Ms. LoCascio 1	Ms. LoCascio 1	—	3,686	—	15.43	3/2/2026
		—	8,806	—	15.90	3/2/2027
							97,919	2,399,016	84,952	2,081,324
Mr. Byrd		1	—	—	18.68	1/1/2023
							290,201	7,109,925	301,914	7,396,893
4,403
4,403
4,403
								114,629
								114,629
								114,629

1 Includes a new-hire RSU award to Ms. Dmuchowski (22,590 shares), and major-promotion RSU awards to Mr. Restel (59,594 shares) and Ms. LoCascio (29,797 shares), all granted in 2021. Also includes special five-year PSU (223,713 shares) and RSU (149,142 shares) awards to Mr. Jordan granted in 2023 under his employment agreement.


			69			~~2023 PROXY STATEMENT~~


~~RECENT COMPENSATION~~

Explanations of certain columns in Table RC.3 follow:

Col (c) Unvested Options. Column (c) reports unvested stock options. The vesting dates of options reported in column (c) are summarized in Table RC.3a:

Table RC.3a

Stock Options (#) Unvested at Year-End

Grant Date Vesting Date Mr. Jordan Ms. Dmuchowski Mr. Restel Mr. Popwell Ms. LoCascio Mr. Byrd
2/11/2019 3/2/2023 29,163 — — 12,475 3,686 —
1/9/2020 1/9/2023 — — 8,182 — — —
2/19/2020 3/2/2023 31,446 — — 12,767 4,403 —
3/2/2024 31,446 — — 12,768 4,403 —

Grant Date

Vesting Date

Mr. Jordan

Ms. Dmuchowski

Mr. Restel

Mr. Popwell

Ms. LoCascio

2/19/2020

3/2/2024

31,446

—

12,768

4,403


			83			2024 PROXY STATEMENT


RECENT COMPENSATION

Col (g) Unvested Non-Performance ~~Shares & Units.~~Restricted Stock Unit Awards. Column (g) of Table RC.3 includes RSUs ~~and RSAs~~ unvested at year-end. Numbers represent units ~~or shares, respectively.~~(one unit = one share). The vesting dates of those awards are shown in Table RC.3b:

Table RC.3b

~~RSUs & RSAs~~RSU Awards (#) Unvested at Year-End

Grant Date Award Type Vesting Date Mr. Jordan Ms. Dmuchowski Mr. Restel Mr. Popwell Ms. LoCascio Mr. Byrd
1/9/2020 RSA 1/9/2023 — — 13,944 — — 47,421
2/19/2020 RSU 3/2/2023 31,446 — — 12,767 4,402 —
2/11/2021 ARSU 3/2/2024 106,666 — 30,582 31,715 21,359 107,443
BRSU 3/2/2024 45,000 — 19,660 20,388 13,616 41,504
10/26/2021 RRSU 10/26/2024 — — 19,864 — 9,232 —
RRSU 10/26/2025 — — 19,864 — 9,232 —
RRSU 10/26/2026 — — 19,866 — 9,233 —
12/6/2021 RRSU 12/6/2024 — 7,530 — — — —
RRSU 12/6/2025 — 7,530 — — — —
RRSU 12/6/2026 — 7,530 — — — —
2/10/2022 RSU 3/2/2025 93,833 19,900 30,956 30,956 28,745 93,833


Grant Date	Type	Vesting Date	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio
2/11/2021	Annual	3/2/2024	106,666	—	30,582	31,715	21,359
2/11/2021	Bonus	3/2/2024	45,000	—	19,660	20,388	13,616
10/26/2021	Retention	10/26/2024	—	—	19,864	—	9,932
		10/26/2025	—	—	19,864	—	9,932
		10/26/2026	—	—	19,866	—	9,933
12/6/2021	Retention	12/5/2024	—	7,530	—	—	—
		12/5/2025	—	7,530	—	—	—
		12/5/2026	—	7,530	—	—	—
2/10/2022	Annual	3/2/2025	93,833	19,900	30,956	30,956	28,745
1/23/2023	Annual	3/2/2026	68,917	14,616	22,736	22,736	21,112
8/3/2023	Sp. Equity	8/3/2028	149,142	—	—	—	—

Col (i) Unvested Performance ~~Equity~~Stock Unit Awards. Column (i) of Table RC.3 reports annual and special equity PSU awards ~~and a special retention stock unit award~~ that are outstanding at year-end. The performance periods and target numbers of units for those awards are shown in Table RC.3c. Awards are reported in units (one unit = one share) at

target levels. For ~~the~~all PSUs, the maximum is 187.5% of target. ~~For the special retention award granted in 2016, the maximum is 100%; that award pays if the total shareholder return value of a share of stock is at least $11.63 on the seventh anniversary of grant.~~

Table RC.3c

~~Performance Equity~~PSU Awards (#) Unvested at Year-End

(Stock Units at Target Levels)


Grant Date	Grant Date	Performance Period	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio	Mr. Byrd	Grant Date	Performance Period	Mr. Jordan	Ms. Dmuchowski	Mr. Restel	Mr. Popwell	Ms. LoCascio
2/11/2016		2/2016 to 2/2023	155,238	—	—	—	—	—
2/19/2020		2020-22	104,968	—	—	28,411	9,797	—
2/11/2021	2/11/2021	2021-23	160,000	—	45,873	47,572	32,038	161,165	2/11/2021	2021-2023	160,000	—	45,873	47,572	32,038
2/10/2022	2/10/2022	2022-24	140,749	29,850	46,434	46,434	43,117	140,749	2/10/2022	2022-2024	140,749	29,850	46,434		43,117
1/23/2023									1/23/2023	2023-2025	103,376	21,924	34,104		31,668
8/3/2023									8/3/2023	7/2023 - 6/2028	223,713	—

RCU Awards

Table ~~RC.4~~RC.5 shows stock options exercised by the NEOs along with stock awards that vested during ~~2022.~~2023.

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.

Stock awards consist of RSUs and PSUs granted in 2019, all of which are paid in stock, as well as RSAs granted in 2020 by legacy IBKC before the First Horizon/IBKC merger closed. The dollar values shown for the stock awards are based on market prices of our stock on the respective

vesting dates plus, for RSUs, accrued cash dividend

equivalents. RSAs pay no dividends or equivalents at vesting, but instead have a pay-as-you-go dividend feature. 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, ~~178,536~~196,815 shares and ~~$4,204,522; Popwell, 50,916~~$2,286,990 (regular PSUs) and 155,238 shares and ~~$1,199,071;~~$2,064,665 (special performance-based retention stock units granted in 2016); Popwell, 53,271 shares and $619,009; and LoCascio, ~~15,043~~18,369 shares and ~~$354,263.~~$213,448. The other NEOs had no PSU ~~vestings.~~vestings during 2023.

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 7590.

•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.

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. ~~The reduction varies based on age at retirement. Similarly, a delay in retirement will increase benefits.~~ A participant may make other elections which change the ~~benefit. Those include~~benefit, including a spousal benefit election, a minimum (certain) payment term, and a lump sum benefit (restoration plan only). ~~Married participants often choose a qualified joint and survivor annuity with a surviving spouse receiving 50 percent of the participant’s benefit.~~

Table PEC.1 shows estimated normal retirement benefits under the pension plans as of December 31, ~~2022.~~2023. Messrs.

Jordan and Popwell are the only NEOs who participate in the pension plans.

Table PEC.1

Pension Benefits at Year-End ~~2022~~2023

(a)

(b)

(c)

(d)

(e)

Name

Plan

~~No.of~~No. of Years of Credited Service (#)

Present Value of Accumulated Benefit ($)

Payments During Last Fiscal Year ($)

Mr. Jordan

Mr.
JordanQualfied

~~Qualified~~6 years

~~6 years~~

~~282,562~~305,282

—

Restoration

6 years

~~823,643~~889,047

—

Mr. Popwell

Qualified

6 years

~~311,150~~334,839

—

Restoration

6 years

~~396,040~~425,864

—

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, computed as of~~benefit. The computation: (i) was made by a pension plan actuary; (ii) used the same ~~pension plan~~ measurement date used for our 2023 financial ~~statement reporting purposes with respect to 2022~~statements except that retirement age is assumed to be ~~the normal retirement age of 65. Column (d) amounts were calculated by the pension plan actuary using~~65; and (iii) used the projected unit credit cost ~~method. This~~ method, which recognizes cost in an increasing pattern as a participant approaches retirement. The ~~2022~~2023 discount rates are ~~2.95%~~5.00% for the qualified pension plan and ~~2.65%~~4.90% 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, ~~2022.~~2023.

We provide a traditional deferral plan for executives and many other associates, not qualified under tax rules, which allows ~~executives~~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 ~~deferral~~(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 ~~defer into~~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.

~~Our~~

Both the traditional nonqualified ~~plans~~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 ~~including the savings restoration plan,~~ is presented in Table PEC.2. Information related to the qualified savings plan is not included in the table.

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.

Col (e). PSU payouts. For ~~2022,~~2023, amounts shown are the values of deferred PSUs paid in ~~2022~~2023 that had vested in ~~2020.~~2021. 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 6074.

We have ~~no traditional~~ongoing special agreements with two of the named executives:

•Mr. Jordan signed a five-year employment agreement with ~~any NEO except~~ us in 2023. See Jordan Employment Agreement immediately below.

•Mr. ~~Byrd. Many~~Restel signed a letter agreement in connection with our 2020 merger with IBKC. See Restel Letter Agreement beginning on page 89.

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.

•~~Each~~This section provides information concerning those agreements, provisions, and arrangements.

On August 3, 2023, we entered into an employment agreement with Mr. Jordan. Key terms of the ~~NEOs except Ms. Dmuchowski~~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 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.

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.

When we signed the IBKC merger agreement in 2019, IBKC signed a letter ~~agreements~~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 ~~connection with our~~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. ~~See~~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 ~~Agreements Related to IBKC Merger~~Nonqualified Deferred Compensation Plans beginning on page 77.

•~~Mr. Byrd had an employment agreement with IBKC that continues with First Horizon. See~~ ~~Byrd Employment Agreement~~ ~~within the section captioned~~ ~~Agreements Related to IBKC Merger,~~ ~~which begins on page~~ 7787.

•~~Ms. Dmuchowski signed an offer~~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 ~~with us setting out~~agreement also provides for the ~~initial terms~~continuation of ~~her employment. See~~ ~~Dmuchowski Offer Letter~~ ~~beginning on page~~ 79.certain health and welfare benefits for Mr. Restel and certain of his dependents for 39 months after his employment ends.

~~This section provides information concerning those provisions, arrangements, and agreements.~~

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~~for cause,” as defined in the applicable program, occurs within two years of payment.

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 ~~severance agreements~~Plan and CIC ~~Plan)~~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.

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 ~~agreements~~agreement with ~~two of the NEOs, Messrs. Jordan and~~Mr. Popwell. The ~~agreements provide~~agreement provides a

Table PEC.5 illustrates payments that would be owed if each NEO had experienced a qualifying termination of ~~their~~his or her employment at year-end following a hypothetical CIC event in ~~2022.~~2023. The ~~pending TD acquisition, if and when it is consummated, will constitute a CIC event. However, in~~

~~conformity with proxy disclosure requirements, Table PEC.5 is hypothetical and not connected with the details and circumstances of the pending TD acquisition.~~

(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 Available to Common Shareholders (NIAC)
(millions of $s)
FHN Return on Tangible Common Equity
(ROTCE)
FHN Total Shareholder Return Peer Group Total Shareholder Return
2022 7,237,769 17,866,977 4,464,277 6,279,548 147.43 118.71 868 15.58%
2021 8,414,496 11,818,805 3,641,125 2,576,321 95.77 127.53 962 16.46%
2020 5,580,188 (6,406,047) 11,989,412 13,708,341 72.21 93.33 822 19.03%
2019 5,551,044 8,735,703 3,195,845 2,866,345 88.25 102.20 435 14.71%
2018 4,345,297 (10,797,091) 1,584,104 (882,136) 67.66 82.51 539 20.28%

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 95.

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 6478, and this year we have ~~five~~four NEOs in addition to the CEO. Total compensation for each of the NEOs is presented each year in the SCT as required by ~~SEC~~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.~~varies, as shown in Table PVP.2 below. Moreover, in three instances, ~~(including one this year),~~other NEOs ~~are listed that~~ had departed before ~~year-end.~~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"~~Actually Paid (CAP). The information presented in these columns adjusts the SCT data in specific ways prescribed by the ~~SEC.~~proxy disclosure

rules. Although the CAP information ~~includes~~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 ~~these~~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 94below.

Col (e). Average ~~Compensation "Actually Paid"~~CAP data. For each year, Column (e) presents the average of the total

~~compensation "actually~~ "compensation actually paid" for the NEOs other than our CEO.

Col (f). FHN TSR. For each year under column (f), ~~the table~~Table PVP.1 shows the dollar value of $100 invested in FHN common stock on the last trading day of ~~2017~~2018 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 ~~"2020"~~"2021" row shows that value measured over the 3-year period December 31, ~~2017~~2018 through December 31, ~~2020.~~2021.

Col (g). Peer TSR. FHN uses different peer groups for different purposes. See Peer Group & Market Benchmarking beginning on page 5973 for further information. For several years (including ~~2022)~~2023) the peer group we ~~used~~use

d for a TSR performance measure used in 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 ~~2017~~2018 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.~~weighted: the largest banks in the index have a much larger impact on index performance than the smallest banks.

Col (h). FHN Net ~~Income (NIAC).~~Income. Column (h) shows, for each year, FHN's net income ~~available to common shareholders,~~ as reported in our ~~2022~~ Annual ~~Report~~Reports on Form 10-K, in the Consolidated Statements of Income appearing in Item 8 of ~~that~~each Report.

~~SEC~~Proxy statement rules require us to discuss the relationship of the ~~total~~ compensation actually paid ("CAP") data presented ~~above~~ in columns ~~(b) through~~(c) (for the CEO) and (e) (for other NEOs) of Table PVP.1 to the performance measures presented in columns (f) ~~through~~(our TSR), (h) (our net income),

and (i) (our adjusted ROTCE) of the Table. WeIn 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 ~~total compensation~~CAP data ~~in the Summary Compensation Table~~ for any ~~purpose, nor do we use the adjusted total compensation data that we are required to label "actually paid" for any~~ purpose.

~~Moreover, although we do use earnings and shareholder return measures for certain purposes, they are not the same measures, nor do they cover the same periods, as~~

presented in Table PVP.1. Also, we often use, in a given year, a financial measure which is not similar to earnings, such noninterest expense (in 2022). The performance measures we use, and the context in which we use them, for 2022 are described in some detail in the ~~Compensation Discussion & Analysis~~ ~~section of this proxy statement, beginning on page~~ 49. The following discussions provide a high level overview of the performance measures we use, and how we have used them, during the past five years. Those discussions attempt to relate what we actually do to Table PVP.1 where possible.

~~performance, generally~~

Chart PVP.1 presented below graphically shows the CAP of our CEO and, as an ~~executive's salary overall does not reflect personal performance in any direct manner. Moreover, except possibly~~average, of our other NEOs for ~~the CEO, salary is extremely insensitive to recent performance by the company overall.~~

~~Bonus~~

~~The target amount of annual bonus opportunity similarly is driven strongly by position and seniority, and not by recent past performance. In contrast, bonus outcomes~~ each ~~year are strongly driven by performance over the course~~ of the ~~bonus year.~~

~~Executive bonus~~years 2019-2023. 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, ~~vary~~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 78. The adjustments used in deriving CAP can result in large and seemingly idiosyncratic fluctuations from year to year, ~~reflecting what~~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.

CEO CAP in Chart PVP.1 ranged from a high of $17,866,977 in 2022 to a low of $(11,688,459) in 2023. The two years for which CAP was a negative number—negative compensation "actually paid"—resulted from large down-swings in the ~~Compensation Committee wants management to focus most upon during that year.~~

~~Long-Term Incentives & PSUs~~

~~During~~market price of our stock from the five years 2018-2022, FHN has included performance stock units (PSUs), restricted stock units (RSUs), and stock options in its annual mix of LTI awards. Stock options were discontinued after 2020, and during past few years PSUs have become the dominant award type, accounting for 60%beginning of the ~~executive LTI mix.~~

Asyear to the end. A key adjustment to arrive at CAP is to add or subtract year-over-year changes in stock price associated with bonus, the target amount of a person's PSU award is driven strongly by position and seniority rather than by recent past performance. PSU outcomes for each 3-year performance period, above or below target, are substantially driven by company performance. Unlike bonuses, PSU performance measures are entirely set at grant, are entirely quantitative, always are multi-year, and allow no post-grant adjustments.

~~SCT "Total Compensation"~~

Total compensation as reported in the SCT (used for columns (b) and (d) in Table PVP.1) is significantly driven by the three TDC components, with two important differences: actual bonus paid is presented rather than target bonus opportunity; andcompensatory stock awards granted, vested, and outstanding during ~~a year are valued using GAAP, which sometimes differs from~~ the ~~simpler approach (stock value at grant times~~year. In 2020, the ~~target number~~key factor was COVID-19's impact on the market overall. In 2023, the key factor was the termination of ~~shares granted) used by~~ the ~~Compensation Committee. If those were the only differences, then SCT total compensation would be a fairly close substitute for TDC~~all-cash TD transaction in ~~most years for most executives.~~

However, the SCT adds several additional amounts which have no relation to TDC and which, generally, either are uncontrollable by the Committee or can be managed only over a very long time horizon. Those additional amounts can be highly variable as well. For us, the non-TDC additions to SCT total compensation that were the most noteworthyMay in the ~~past five years~~context of a banking crisis, as three regional banks failed in less than two months.

The 2020 and 2023 CAP numbers literally suggest that the CEO in 2020 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. The significant losses in his stock award values did occur but were ~~"all other compensation" and "change in pension value."~~

~~All Other Compensation~~

~~All other compensation is a catch-all category. For our CEO over the past five years, the amount has been consistently~~largely unrealized, as

~~well below $200,000, and primarily consisted~~were his losses in stock holdings apart from awards, which CAP does not include.

The average CAP of ~~perquisites and~~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 ~~extension~~average of ~~our savings plan match beyond applicable IRS limits. Other~~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 ~~had similar, though usually lower, amounts reported as~~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 ~~compensation, but also had,~~NEO average CAP was very significantly raised in ~~some years, much larger amounts~~2020 because three of the four other NEOs that year received very large change in control benefits associated with ~~contractual rights given them by IBKC prior to~~ our merger of equals with IBKC, which overwhelmed the negative impact of our COVID-driven stock price decline that closed in 2020. For former IBKC executives, all other compensation was extremely high in 2020, ranging from $8 million to $23 million. Those aberrational numbers significantly impact the averages reported in Table PVP.1.

~~Pension Change~~

Over the past five years, the CEO and one or two of the other NEOs were reported as participants in our pension plans. Our pension plans were frozen in 2012; monthly retirement benefits of participants have not been allowed to increase or decrease for the past decade. SCT rules require us to report the actuarial change in present value of each executive's pension benefit. This calculation, which does not reflect any change at all in actual benefits owed, is driven largely by changes in interest rates and life expectancy. For our CEO, this calculation can yield an SCT amount of nearly $1 million in a given year, a level which is more likely if interest rates are falling or are low. Over the past five years, the SCT pension number has contributed: nearly 20% to the CEO's SCT total compensation in one year; over 10% in two years, and zero in two years. For the other NEOs, the pension change amount during that period either was zero (very common) or a relatively minor amount in relation to their SCT total compensation.

~~Table PVP.1 Compensation "Actually Paid"~~

~~Adjustments to SCT Total Compensation~~

The "actually paid" adjustments to SCT total compensation are presented in detail in Tables PVP.3a and PVP.3b above. Although some of them clearly are connected to an actually paid concept (dividends paid on stock awards during a year, for example), many are highly theoretical if the goal is to report amounts "actually paid."

~~"Actually Paid" is a Misnomer~~

FHN believes that the required label—"actually paid"—is misleading. For example, change in pension value (included in the SCT) is replaced with pension service costs as reported in our financial statements. Like the change in value used for the SCT, the pension service cost used in Table PVP.1 does not reflect any amount actually paid to any executive, nor any increase in future payments owed. As another example, the adjusted stock award information in Table PVP.1 is an attempt to assign a dollar value, on a per-year basis, to stock awards that are not paid until several years after grant. While such an attempt may be theoretically useful, it does not represent an amount paid to anyone, "actually" or otherwise.year.

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.

If you intend to submit a shareholder proposal for inclusion in our proxy materials for the ~~2024~~2025 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 ~~13, 2023.~~11, 2024.

If you would like to nominate a director for inclusion in the proxy materials for our ~~2024~~2025 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 ~~2023~~2024 annual meeting is March ~~13, 2023,~~11, 2024, so a proxy access nomination would have to be

submitted not earlier than October ~~14, 2023~~12, 2024 and not later than November ~~13, 2023.~~11, 2024. 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.

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 ~~2024~~2025 annual meeting will be held on April 2329, ~~2024.~~2025. 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 ~~25, 2023,~~30, 2024, and January ~~24, 2024,~~29, 2025, 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 ~~2024~~2025 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.

A copy of our ~~Annual Report~~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~~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

~~the request was~~ a beneficial owner of a security entitled to vote at the annual meeting of shareholders. The exhibits to the ~~Annual Report~~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~~annual report on Form 10-K.

We are required to disclose a comparison of the ~~2022~~2023 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 2021 to the U.S. Internal Revenue Service. The median associate was that person, employed by us at year-end ~~2022,~~2023, whose 2021 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 ~~2022,~~2023, calculated using the methodology reported in the Summary Compensation Table section starting on page 6478, was ~~$7,237,769.~~$13,043,041. Total compensation for our median associate for ~~2022,~~2023, calculated using the same methodology,

was ~~$64,069.~~$66,007. The ratio of ~~2022~~2023 total compensation for the CEO in relation to that for the median associate is ~~113~~198 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.


☐			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


☐			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.


Time and Date			8:00 a.m. Central Time, April ~~25, 2023~~23, 2024
Place			The Auditorium of the First Horizon Building, 165 Madison Avenue, Memphis, Tennessee 38103
Record Date			February ~~24, 2023~~23, 2024
Common Shares Outstanding			~~537,356,511~~554,944,033 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 ~~13, 2023.~~11, 2024.
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.


ITEM	MATTER	BOARD RECOMMENDATION	PROXY PAGE NUMBER
Vote Item 1	Election of directors. We are asking you to elect the 1413 nominees named in this proxy statement as directors for a one-year term.	FOR each nominee	3436
Vote Item 2	Ratification of appointment of auditors. We are asking you to ratify the appointment of KPMG LLP as our auditors for ~~2023.~~2024.	FOR	4547
Vote Item 3	Approval of an Amendment to our 2021 Incentive Plan. We are asking you to approve an amendment to our 2021 Incentive Plan to increase the number of shares authorized for issuance as awards under the plan.	FOR	49
Vote Item 4	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	47
~~Vote Item 4~~	~~Advisory resolution on the frequency of the say on pay vote~~. In accordance with SEC rules, we are asking you to vote on how frequently we should seek a say on pay vote in future years (whether every year, every two years or every three years). The Board recommends that you vote for a one-year interval for future say on pay votes.	~~FOR~~ ~~a say on pay vote~~ ~~every year~~	4860


PRACTICE	FIRST HORIZON	PROXY PAGE NUMBER
Number of director nominees	14	34
Independence % of director nominees	93% (13 of 14)	13
Independence on key* board committees	100%	18
Is there majority voting for directors (in uncontested elections)?	Yes	6
Must director tender resignation if fails to receive majority vote?	Yes	34


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, the approval of the amendment to the 2021 Incentive Plan, and the advisory resolution to approve executive compensation ~~and the advisory resolution to determine the frequency of future say on pay votes~~ (vote items 1, 3 and 4 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 78 of the proxy statement.


Proxy Summary	Proxy Summary	2		Vote Item 3—Say on Pay	47	Proxy Summary	2		Vote Item 2—Auditor Ratification		47
The Annual Meeting	The Annual Meeting	2		Say on Pay Vote Last Year	47	The Annual Meeting	2		Appointment of Auditors for 2024		47
Vote Items	Vote Items	2		Alignment of Pay with Performance	47	Vote Items	2		Auditor Fees Past Two Years		47
ESG & Compensation Highlights		2		Say on Pay Resolution	47

Performance Highlights						Performance Highlights	2		Pre-Approval Policy for Auditor's Services		47
Corporate Responsibility & Compensation Highlights
				Vote Item 3—Approval of Am. to 2021 Inc. Plan
				Vote Item 3—Approval of Am. to 2021 Inc. Plan
				Vote Item 3—Approval of Am. to 2021 Inc. Plan					49
Annual Meeting Matters	Annual Meeting Matters	5		Vote Item 4--Advisory Resolution on Frequency of Say on Pay	48

				Vote Item 4—Say on Pay
				Vote Item 4—Say on Pay
				Vote Item 4—Say on Pay					60
Culture & Governance	Culture & Governance	8		Compensation Discussion & Analysis	49	Culture & Governance	9		Say on Pay Vote Last Year		60
Our Firstpower Culture	Our Firstpower Culture	8		Executive Summary	49	Our Firstpower Culture	9		Alignment of Pay with Performance		60
Our Awards	Our Awards	9		CD&A Glossary	54	Our Awards	10		Say on Pay Resolution		60
Environmental, Social & Governance Matters		10		Pay Components & Decisions	54
Corporate Responsibility
Corporate Governance	Corporate Governance	11		Total Direct Compensation (TDC)	54
				Salary	54
Corporate Governance
Corporate Governance							13		Compensation Discussion & Analysis		61
			CD&A Executive Summary									CD&A Executive Summary	61
Board Matters	Board Matters	13		Incentive Mix	55	Board Matters	14		CD&A Glossary		66
Independence & Categorical Standards	Independence & Categorical Standards	13		Annual Cash Incentive	55	Independence & Categorical Standards	15		Pay Components & Decisions		67
Board Structure & Role in Risk Oversight	Board Structure & Role in Risk Oversight	15		Long-Term Incentive Awards	57	Board Structure & Role in Risk Oversight	17		Total Direct Compensation (TDC)		67
Board Committees	Board Committees	18		Compensation Practices & Philosophies	59	Board Committees	19		Salary		67
Committee Charters & Composition	Committee Charters & Composition	18		Peer Group & Market Benchmarking	59	Committee Charters & Composition	20		Incentive Mix		67
Audit Committee (incl'g Audit Committee Report)		19		Deferral, Retirement, & Other Benefits	60
Compensation Committee (incl'g Compensation Committee Report)		21		Clawback Policy & Practices	62
Audit Committee (incl'g Committee Report)						Audit Committee (incl'g Committee Report)	20		Annual Cash Incentive		68
Compensation Committee (incl'g Committee Report)						Compensation Committee (incl'g Committee Report)	23		Long-Term Incentive Awards		71
Executive Committee	Executive Committee	24		Compensation Governance & Other Practices	62	Executive Committee	26		Compensation Practices & Philosophies		73
Information Technology Committee	Information Technology Committee	24		Compensation Committee Report	63	Information Technology Committee	26		Peer Group & Market Benchmarking		73
Nominating & Corporate Governance Committee	Nominating & Corporate Governance Committee	24				Nominating & Corporate Governance Committee	26		Deferral, Retirement, & Other Benefits		74
Risk Committee	Risk Committee	26		Recent Compensation	64	Risk Committee	28		Clawback Policies & Practices		76
Compensation Comm. Interlocks & Insider Participation	Compensation Comm. Interlocks & Insider Participation	26		Summary Compensation Table	64	Compensation Comm. Interlocks & Insider Participation	28		Compensation Governance		76
Director Meeting Attendance	Director Meeting Attendance	27		Grants of Plan-Based Awards	67	Director Meeting Attendance	28		Compensation Committee Report		77
Executive Sessions of the Board	Executive Sessions of the Board	27		Supplemental Compensation Disclosures	68
Communication with the Board	Communication with the Board	27		Awards Outstanding at Year-End	69
				Awards Exercised & Vested	71
Communication with the Board
Communication with the Board							29		Recent Compensation		78
			Summary Compensation Table									Summary Compensation Table	78
Director Compensation	Director Compensation	28				Director Compensation	29		Grants of Plan-Based Awards		80
Directors in 2022		28		Post-Employment Compensation	72
Directors in 2023						Directors in 2023	29		Supplemental Compensation Disclosures		82
Director Programs	Director Programs	28		Pension Plans	72	Director Programs	29		Awards Outstanding at Year-End		83
Director Compensation Table	Director Compensation Table	29		Nonqualified Deferred Compensation Plans	73	Director Compensation Table	30		Awards Exercised & Vested		84
Awards Outstanding at Year-End	Awards Outstanding at Year-End	30		Employment & Termination Arrangements	74
Director Awards Exercised & Vested	Director Awards Exercised & Vested	30
Director Awards Exercised & Vested
Director Awards Exercised & Vested							32		Post-Employment Compensation		86
			Pension Plans									Pension Plans	86
Stock Ownership Information						Stock Ownership Information	33		Nonqualified Deferred Compensation Plans		87
Policies on Insider Trading and Hedging						Policies on Insider Trading and Hedging	35		Employment & Termination Arrangements		88
				Pay versus Performance	80
Stock Ownership Information		32
Security Ownership by Certain Beneficial Owners				Other Matters	87
Security Ownership by Management				2024 Annual Meeting—Proposal & Nomination Deadlines	87
Delinquent Section 16(a) Reports		33		Availability of Annual Report on Form 10-K	88
Policy on Hedging		33		Pay Ratio of CEO to Median Employee	88

Vote Item 1—Election of Directors
Vote Item 1—Election of Directors
Vote Item 1—Election of Directors	Vote Item 1—Election of Directors	34				36		Pay Versus Performance		93
Board Composition & Processes	Board Composition & Processes	34
Diversity on our Board (incl'g skills & characteristics matrix)	Diversity on our Board (incl'g skills & characteristics matrix)	36
Diversity on our Board (incl'g skills & characteristics matrix)
Diversity on our Board (incl'g skills & characteristics matrix)							38		Other Matters		103
Nominees for Election	Nominees for Election	38				Nominees for Election	40		2025 Annual Meeting—Proposal & Nomination Deadlines		103
			Availability of Annual Report on Form 10-K									Availability of Annual Report on Form 10-K	104
			Pay Ratio of CEO to Median Employee									Pay Ratio of CEO to Median Employee	104

Vote Item 2—Auditor Ratification		45
Appointment of Auditors for 2023		45
Auditor Fees Past Two Years		45
Pre-Approval Policy for Auditor's Services		45


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?			~~Six~~Five Series: B, C, D, E, F and GF
Outstanding shareholder rights plan?			No
Proxy access bylaw?			Yes
Exclusive forum bylaw?			Yes


AREA			FIRST HORIZON
Diversity, Equity and Inclusion Program?			Yes
Board oversight of environmental, social and governance matters?			Yes, by the Nominating & Corporate Governance Committee
Chief Diversity, Equity and Inclusion Officer?			Yes
ESG Officer?			Yes
Human Rights Statement?			Yes
Social Issues Statements?			Yes
Code of Conduct for Suppliers?			Yes
~~Corporate Social Responsibility~~ESG working group and task forces?			Yes
Corporate Social Responsibility Report?			Yes--most recently published June 2022


Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to be held on April ~~25, 2023~~23, 2024
This proxy statement, our proxy card, and our annual report on Form 10-K are available at ~~https://ir.firsthorizon.com/annual-reports/.~~ www.proxydocs.com/FHN. Also available there is a letter to shareholders discussing our ~~2022~~2023 activities and performance.



America's Best Banks List America's Best-In-State Banks America's Best Large Employers Best Employers for Women Forbes Magazine			Top 100 Banks in the U.S. GOBanking Rates
			~~Corporate Equality Index~~11 Middle Market Awards ~~Human Rights Campaign~~12 Small Business Banking Awards Greenwich Coalition
Most Powerful Women in Banking ~~Top Team~~To Watch American Banker
			~~100 Best Adoption-Friendly Workplaces in America~~Customer Experience Extraordinaire ~~Dave Thomas Foundation for Adoption~~WebEx One Champion Awards
~~DEI Leadership Award~~Best Companies for ~~Market Outreach Strategies~~People of Color to Advance ~~Mortgage Bankers Associates~~Best Companies for Women to Advance Parity.org Parity LIST
			Bloomberg Gender Equality Index Bloomberg
~~Best Companies for Multicultural Women~~ ~~Working Mother Magazine~~



~~Recent Progress~~2023 Accomplishments			Opportunities in Progress and on the Horizon
~~Governance~~
~~Strategy. Developed focus areas aligned with ESG strategy and pillars.~~			~~Measurement. Focus on qualitative and quantitative measurements to monitor ESG progress.~~ ~~Implementation.~~ ~~Continue to engage with advisors, working group and task forces to operationalize solutions.~~ ~~Risk management.~~ ~~Incorporate climate risk throughout our risk management processes and policies.~~
~~Responsibility~~. •~~Provided regular updates on ESG to the Nominating & Corporate Governance Committee.~~ •~~Incorporated climate risk into statement of risk appetite and provided regular updates on climate-related risks and opportunities to the Risk Committee.~~ •~~Delegated management responsibility to an ESG Officer.~~ •~~Operationalized ESG priorities through efforts of ESG Officer, Corporate Social Responsibility working group and CSR task forces.~~ •~~Retained two ESG advisors, including a climate scientist, to help guide our strategy.~~
Environmental
Roadmap. Followed our roadmap and framework to achieve sustainability goals.			~~GHG Emissions~~ • ~~Continue to monitor and calculate our Scope 1 and 2 emissions and set reduction targets.~~ • Focus on understanding and measuring the Scope 3 emissions specific to our financed portfolio, and evaluate various methodologies, including the one developed by the Partnership for Carbon Accounting Financials (PCAF). Environmental ~~initiatives~~Initiatives • Continue to work with environmental task force, corporate properties and procurement to assess cost save opportunities and identify measures to improve the resource efficiency of our footprint and activities. • Focus on community restoration, achieved through nature-based projects and strategic ~~relationships.~~relationships, with an emphasis on coastlines and waterways in our footprint. •Enhance understanding of scenario analysis and Scope 3 reporting with the help of advisors and RMA's Climate Risk Consortium. •Continue partnership with Woods Hole Oceanographic and OCIA for opportunities and ocean-based, science-backed climate change solutions. •Focus on sustainable finance framework/opportunities.
Accomplishments •~~Calculated and reported~~As of 2022, 32% reduction in Scope 1 &2 (unaudited) location-based GHG emissions using 2019 as baseline year. • Conducted ~~monthly~~frequent environmental task force meetings. • ~~Conducted initial~~Refreshed loan portfolio analysis looking at physical and transition risks and opportunities. • ~~Conducted internal natural hazard risk review of real estate secured collateral in commercial portfolio using FEMA’s risk index.~~Responded to Carbon Disclosure Project questionnaire. • ~~Piloted an environmental risk tabletop exercise with key leaders across the organization.~~Joined Risk Management Association Climate Risk Consortium. • ~~Reduced~~Carried out internal discussions on a sustainable finance framework and ~~eliminated certain products internally for more~~ responsible resource use. • Joined Ocean and Climate Innovation Accelerator (OCIA) • Supported environmental, community and nature-based projects, including a Blue Carbon ~~database.~~portal.



~~Recent Progress~~			~~Opportunities in Progress and on the Horizon~~
Social
DEI •~~Expanded~~Continued to be recognized by organizations such as Bloomberg, Forbes, American Bank and Parity.org for our DEI ~~team.~~efforts. • Launched the ELEVATE Executive Sponsorship Program. • Created a talent pipeline tool to proactively recruit and retain top talent. • Implemented a best practices guide to help hiring leaders broaden the search for highly qualified talent. • Increased ARG participation to 18.7% of total associate population. Community Investment/Philanthropy •~~Launched enterprise-wide DEI Council.~~Refreshed Community Investment Strategy. •~~Committed~~ Announced $50 million commitment to communities. • $17.8 million distributed to nonprofits from the ~~CEO Action for Diversity & InclusionTM.~~First Horizon Foundations in 2023. •~~Launched three new Associate Resource Groups (ARGs): Asian Pacific WAVE, Create and Inspire, and Neurological Diversity Awareness; launched two new chapters~~ Over 27,000 hours of ~~the Women's Initiative ARG in Louisiana and Florida.~~ •~~Launched Elevating Equity campaign and associate learning series to familiarize~~service performed by associates ~~with DEI concepts.~~ •~~Established new reporting procedures to help proactively identify and recruit diverse talent.~~ •~~Between October 2021 and October 2022, the number~~(inclusive of ~~associates who identify as having a disability increased by 41%~~CRA service hours). •~~Created a recruitment guide on how to source, screen, and interview qualified candidates from diverse or underrepresented backgrounds.~~ CRA •~~Received an overall rating~~$9 million of ~~"Satisfactory" during our most recent CRA performance evaluation, with the lending~~2023 funds dedicated to low- and ~~service tests rated "High Satisfactory" and the investment test rated "Outstanding."~~moderate -income communities. •Continued to support financial literacy through Operation HOPE, Junior Achievement, and other programs. •~~2022~~2023 CRA service hours totaled ~~nearly 13,000.~~over 15,000. Wellness & Benefits. Continued to provide tools, resources and support to promote associates’ financial, emotional and physical well-being.			Elevate Equity •Launch a new Executive DEI Council to increase awareness and engagement with DEI strategy by the executive management committee. •Launch two ARGs focused on elevating equity in age (GenNow) and familial status (Working Parents and Caregivers) •Create a new DEI-specific sales award. Culture. Continue to work toward ~~infusing DEI into our programs~~a collaborative workplace culture, allowing each associate to thrive and ~~activities, internally~~grow professionally and ~~externally.~~personally. Talent. Focus on ~~increasing~~identifying and developing underrepresented ~~talent in key business units and leadership roles.~~talent. Community Investment. Socialize new community investment strategy throughout the organization. CRA. Work to expand access to housing for LMI individuals, support economic development and community revitalization in LMI communities, and improve financial capability and stability in LMI communities. Focus on compliance with new CRA modernization rule.



2023 Accomplishments	Opportunities in Progress and on the Horizon
Engagement and Disclosure
~~Associate Engagement.~~Stakeholder Assessment. ~~Developed associate education and engagement practices around ESG.~~ ~~CSR/ESG Impact Report~~ •~~Further enhanced transparency of ESG reporting by aligning with SASB and TCFD frameworks.~~ •~~Published comprehensive report enhancing qualitative and quantitative metrics.~~ •~~Communicated focus areas and progress.~~ ~~• Expanded Governance and Risk Management section.~~ ~~• Included strategy and metrics and targets in environmental section.~~ ~~• Disclosed loan portfolio analysis on climate risk exposure.~~	~~Materiality assessment. Intend to conduct ESG materiality~~Conducted a stakeholder assessment with ~~our~~a third-party vendor looking at both 1) how key ESG issues impact First Horizon’s business and 2) how First Horizon’s activities impact its stakeholders and which ESG topics are most important to ~~help us prioritize time~~them. Assessment drew on multiple inputs, including competitive benchmarking, desk research and ~~resources.~~interviews with over 20 internal and external stakeholders. ~~SASB/TCFD~~Frameworks. ~~. Continue~~Continued to review and enhance ~~and update disclosure aligned~~areas to align with ~~SASB and TCFD~~voluntary reporting frameworks. ~~ESG~~ Ratings. Conducted a rating agency gap analysis to identify disclosure gaps.	Stakeholder Assessment. Review data and feedback from the assessment to refine areas of focus and identify risks and opportunities. Associate Education. Enhance materials and create resource page for sustainability initiatives and matters. Disclosure. Continue to stay engaged with climate and sustainability working groups and follow regulatory movements and guidance. Plan to publish an updated Corporate Social Responsibility and Environmental, Social, Governance Impact Report in mid-2024. ESG Ratings. Continue to review and update rating organizations' data and enhance reporting where appropriate in order to improve scores and transparency further.


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


TABLE OF CONTENTS


PROXY SUMMARY


PROXY SUMMARY


PROXY SUMMARY


Item	Ann. Amt.
Base Retainer – cash portion:	$	80,000
Base Retainer – RSU portion:	$	122,000
Additional Retainers (all cash):
Lead director	$	50,000
Chair – Audit	$	32,000
Chair – Executive / Risk	$	50,000
Chair – other committee	$	20,000
Non-Chair Service – Audit	$	10,000
Non-Chair Service – Executive / Risk	$	10,000

(a)
(a)	(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(b)		(c)		(d)		(e)			(f)			(g)				(h)
Name	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 ($)	Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)			Non-Equity Incentive Plan Compensation ($)			Change in Pension Value & Non-qualified Deferred Compensation Earnings ($)		All Other Compensation ($)					Total ($)
Mr. Barton	Mr. Barton	90,000	119,626	—			25,000	234,626	Mr. Barton	22,500	195,672					195,672			—							25,000		243,172		243,172
Mr. Burdick1		67,500	141,683	—				209,183
Ms. Carboni 1									Ms. Carboni 1	2,500				98,562			—							—					101,062
Mr. Casbon	Mr. Casbon	90,000	119,626	—			—	209,626	Mr. Casbon	90,000	112,601					112,601			—							—		202,601		202,601
Mr. Compton	Mr. Compton	—	227,470	—			—	227,470	Mr. Compton	82,500	112,601					112,601			—							25,000		220,101		220,101
Ms. Davidson	Ms. Davidson	—	207,876	—			18,500	226,376	Ms. Davidson	—	195,672					195,672			—							25,000		220,672		220,672
Mr. Fenstermaker	Mr. Fenstermaker	130,000	119,626	—			—	249,626	Mr. Fenstermaker	130,000	112,601					112,601			—							—		242,601		242,601
Mr. Kemp	Mr. Kemp	90,000	119,626	—			—	209,626	Mr. Kemp	90,000	112,601					112,601			—							—		202,601		202,601
Mr. Maples	Mr. Maples	82,500	119,626	—			—	202,126	Mr. Maples	27,500	214,129					214,129			—							—		241,629		241,629
Ms. Palmer	Ms. Palmer	122,000	119,626	—		16,495	22,500	280,621	Ms. Palmer	122,000	112,601					112,601			—				17,140			—		251,741		251,741
Mr. Reed	Mr. Reed	105,000	153,932	—			25,000	283,932	Mr. Reed	105,000	144,901					144,901			—							25,000		274,901		274,901
Mr. Shea		80,000	119,626	—				199,626
Mr. Shea 2									Mr. Shea 2	60,000				112,601			—							25,000					197,601
Ms. Stewart	Ms. Stewart	13,750	227,470	—			3,500	244,720	Ms. Stewart	82,500	112,601					112,601			—							3,750		198,851		198,851
Mr. Subramaniam1		10,000	198,068	—			25,000	233,068
Ms. Sugrañes	Ms. Sugrañes	90,000	119,626	—			—	209,626	Ms. Sugrañes	90,000	112,601					112,601			—							—		202,601		202,601
Mr. Taylor	Mr. Taylor	90,000	119,626	—			—	209,626	Mr. Taylor	90,000	112,601					112,601			—							—		202,601		202,601


Harry V. Barton, Jr.			Harry V. Barton, Jr. is a certified public accountant, registered investment advisor and an owner of Barton Advisory Services, LLC, Lafayette, Louisiana, an investment advisory firm. Mr. Barton has been a practicing certified public accountant since 1984, for most of that time as the owner of his own accounting firm. He became a director of First Horizon in ~~July~~ 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 1993. Skills and Expertise: •Extensive experience in accounting and tax matters, including audit, review, and compilation of financial statements, the preparation of individual and corporate tax returns, tax planning for business and high net worth clients, and consulting and advising on business mergers and acquisitions •Knowledge of public company audit, risk and compliance matters due to public company board service •Louisiana resident with knowledge of the Louisiana market Prior Public Company Board Service: IBERIABANK Corporation (1993-2020) Non-Profit Board Service: Serves on the board of a non-profit organization
Certified Public Accountant and Owner, Barton Advisory Services, LLC
Independent director since 2020
Age 6869
Committees: •Audit •Information Technology
Audit Committee Financial Expert


Velia Carboni			Velia Carboni has served as the Executive Vice President and Chief Digital and Technology Officer of VF Corporation, a provider of branded lifestyle apparel, footwear and accessories (“VF”), since 2018. At VF, she is responsible for the integration of digital capabilities across all aspects of the company’s business, leads the company’s digital strategies and oversees VF’s analytics function. She is also a member of the Forbes Technology Council. 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. 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
Executive Vice President and Chief Digital and Technology Officer, VF Corporation
Independent director since 2023
Age 53
Committees: •Audit •Information Technology


~~John N. Casbon~~			John N. Casbon retired as Executive Vice President of First American Title Insurance Company, New Orleans, Louisiana, a title insurance company and member of The First American Corporation family of companies, at the end of 2022. He had been associated with First American for over 30 years. Mr. Casbon has also served on the boards of the American Land Title Association, the New Orleans Police Foundation, the LSU Department of Psychiatry Advisory Board, the Louisiana Trooper Foundation, the Business Council of New Orleans and the River Region, the New Orleans/River Region Chamber of Commerce, The New Orleans Advocate newspaper and the Anti-Defamation League. Mr. Casbon became a director of First Horizon in July 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 2001. ~~Skills and Expertise:~~ •~~Executive experience at a large subsidiary of 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, environmental matters, civic affairs, government relations, corporate governance and compliance and similar matters •~~Knowledge of public company executive compensation, governance, risk and compliance matters due to public company board service~~ •~~Louisiana resident with knowledge of the Louisiana market~~ ~~Prior Public Company Board Service:~~ ~~IBERIABANK Corporation (2001-2020)~~ ~~Non-Profit Board Service:~~ ~~Serves on the board of a non-profit organization~~
~~Retired Executive Vice President, First American Title Insurance Company~~
~~Independent director since 2020~~
~~Age 74~~
~~Committees:~~ •~~Compensation~~ •~~Executive~~ •~~Risk~~


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, 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 6162
Committees: •Executive •Nominating & 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~~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 5354
Committees: •Audit •Information Technology
Audit Committee Financial Expert


~~William H. Fenstermaker~~ John W. Dietrich			~~William H. Fenstermaker~~John W. Dietrich is ~~Chairman~~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 ~~of C.H. Fenstermaker~~ and ~~Associates, LLC, Lafayette, Louisiana,~~ a surveying, mapping, engineering, and environmental consulting company that has been serving the oil and gas industry for over 65 years. He has been employed in this capacity since 1971, is responsible for the financial and operational stabilitymember of the ~~company~~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 ~~also serves~~Corporate Secretary in 2004, and served as Chief Risk Officer. Mr. Fenstermaker became a director of First Horizon in July 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 1990 and was serving as the Chairman of the Board of IBERIA and IBERIABANKOperating Officer from 2006 until 2019. Prior to joining Atlas, he worked at ~~the time of the merger.~~United Airlines for 13 years. Skills and Expertise: •~~Extensive general management~~Executive experience at a public company •Experience in matters affecting public companies, including finance ~~operations, information technology/cybersecurity,~~ and accounting, human capital management, mergers and acquisitions, risk management and compliance, •~~Expertise in environmental~~ information technology/cybersecurity, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters ~~including coastal protection, flood plain management and air permitting~~ •Knowledge of public company ~~executive compensation governance~~board matters due to public company board service • Current Public Company Board Service: ~~Louisiana resident with knowledge of the Louisiana market~~AAR Corporation (2023-present) Prior Public Company Board Service: ~~IBERIABANK Corporation (1990-2020)~~Atlas Air Worldwide Holdings, Inc. (2019-2023) Non-Profit Board Service: Serves on the ~~boards~~board of several non-profit organizations
~~Chairman~~Executive Vice President and Chief ~~Executive~~Financial Officer, ~~C.H. Fenstermaker and Associates, LLC~~FedEx Corporation
Independent director since ~~2020~~2024
Age 7459
Committees: •~~Executive (chair)~~ • Compensation • Nominating & Corporate Governance ~~• Risk (chair)~~


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 •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 Other Current Public Company Board Service: AutoZone, Inc. (since 2013) 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 6162
Committees: • Executive • Risk


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 ~~July~~ 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 5253
Committees: •Audit •Information Technology •Nominating & 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 ~~July~~ 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 6465
Committees: • Compensation (chair) • Executive • Risk


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 (including diversity and inclusion) and general administration •~~Senior level~~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 6970
Committees: • Audit (chair) • Compensation • Executive • Risk
Audit Committee Financial Expert


Colin V. Reed			Colin V. Reedis became the ~~Chairman of the Board and Chief~~ Executive ~~Officer~~Chairman of Ryman Hospitality Properties, Inc. (“Ryman”), Nashville, Tennessee, a real estate investment ~~trust. Ryman is~~trust, effective at the ~~successor by merger~~end of 2022. Prior to Gaylord Entertainment Company (“Gaylord”), a diversified hospitality and entertainment company whose conversion to a real estate investment trust and subsequent merger into Ryman was led by Mr. Reed. Mr. Reed was electedthat time, he had served as the Chairman of the Board ~~of Gaylord in 2005~~ and Chief Executive Officer ~~in 2001.~~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)
~~Chairman of the Board and Chief~~ Executive ~~Officer~~Chairman of Ryman Hospitality Properties, Inc.
Independent director since 2006 Lead Director
Age 7576
Committees: • Compensation • Executive • Risk


~~E. Stewart Shea, III~~			~~E. Stewart Shea, III~~served as the Managing Partner and a member of the board of The Bayou Companies, LLC, New Iberia, Louisiana, a provider of services to the domestic gas pipeline industry and to international markets, from 1994 until 2009, when the majority of the company’s assets were sold in an asset based transaction. Mr. Shea continues to manage the remaining assets of the company and is also actively involved in other investments. Mr. Shea became a director of First Horizon in July 2020 upon the closing of the merger of equals of IBKC and First Horizon. He had previously served as a director of IBKC since 1990 and was serving as the Vice Chairman of the Board of IBKC and IBERIABANK and Co-Chairman of IBERIABANK’s New Iberia Advisory Board at the time of the merger. ~~Skills and Expertise:~~ •~~Extensive general management experience, including finance, operations, human capital management, risk management and compliance, and management of international business activities~~ •~~Knowledge of public company executive compensation, human capital management, governance and risk matters due to public company board service~~ •~~Louisiana resident with knowledge of the Louisiana market~~ ~~Prior Public Company Board Service:~~ ~~IBERIABANK Corporation (1990-2020)~~ ~~Non-Profit Board Service:~~ ~~Serves on the board of a non-profit organization~~
~~Private investor~~
~~Independent director since 2020~~
~~Age 71~~
~~Committees:~~ •~~Compensation~~ •~~Nominating & Corporate Governance~~


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~~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,~~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 6465
Committees: •Audit •Information Technology (chair)


Rosa Sugrañes			Rosa Sugrañes was the founder and served as the Chief Executive Officer of Iberia Tiles, Miami, Florida, a ceramic tile distributor, from 1980 until 2012 when the company was sold. She currently serves on the board of directors of Rosa Gres, a manufacturer of ceramic tiles in Barcelona, Spain, and on the board of directors of Sabadell Consumer Finance, a Spanish consumer bank. She was a director of Sabadell United Bank in Miami from 2006 to 2017, and a former Board member and past Chairman of the Federal Reserve Bank of Atlanta, Miami Branch. Ms. Sugrañes became a director of First Horizon in ~~July~~ 2020 upon the closing of the merger of equals of IBKC and First Horizon. She had previously served as a director of IBKC since 2018. Skills and Expertise: •Extensive general management experience, including finance, operations, human capital management, ~~risk management,~~compliance, marketing and retail distribution and management of international business activities •Experience in the banking and financial services industry due to service on bank boards and on the ~~board~~Board of the Miami Branch of the Federal Reserve Bank of Atlanta •Knowledge of public company audit, governance and risk matters due to public company board service •Florida resident with knowledge of the Florida market Prior Public Company Board Service: IBERIABANK Corporation (2018-2020) Non-Profit Board Service: Serves on the boards of two non-profit organizations
Founder and former Chief Executive Officer, Iberia Tiles
Independent director since 2020
Age 6566
Committees: •Audit •Information Technology


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. ~~(since 2021) and Sonic Automotive, Inc. (since 2015)~~ ~~Prior Public Company Board Service:~~(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 7576
Committees: • Executive • Risk


	A		B		C
Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options (1)		Weighted Average Exercise Price of Outstanding Options (1)		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in Col. A)
Equity Compensation Plans Approved by Shareholders (2)	1,896,303	(3)	$	16.30	4,965,419
Equity Compensation Plans Not Approved by Shareholders (4)	2,665	(4)	$	18.24	—	(4)
Totals for A & C, wtd avg for B	1,898,968		$	16.31	4,965,419


RESOLVED, that a non-binding advisory vote of the holders of the common stock of First Horizon Corporation to approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the executive compensation tables and the related disclosure contained in the proxy statement, be held at the annual meeting of the shareholders, beginning with the 2023 annual meeting of shareholders, (1) every year, (2) every two years or (3) every three years.


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 earnings and merger integration coupled with several other factors, including earnings quality, efficiency, risk management, and individual performance. See Annual Cash Incentive starting on page 5568 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 5771 for details.