FIRST HORIZON CORP (Form: 8-K, Received: 11/09/2021 16:27:18)

FIRST HORIZON CORP0000036966false00000369662021-11-052021-11-050000036966fhn:A625ParValueCommonCapitalStockMember2021-11-052021-11-050000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesBMember2021-11-052021-11-050000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesCMember2021-11-052021-11-050000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesDMember2021-11-052021-11-050000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesEMember2021-11-052021-11-050000036966fhn:DepositorySharesEachRepresentingA14000thInterestInAShareOfNonCumulativePerpetualPreferredStockSeriesFMember2021-11-052021-11-05

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

_____________________________________

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

(Exact name of registrant as specified in its charter)


TN	001-15185		62-0803242
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)

165 Madison Avenue	Memphis,	Tennessee	38103
(Address of Principal Executive Offices)			(Zip Code)

(Registrant's telephone number, including area code) (901) 523-4444

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Exchange on which Registered
$0.625 Par Value Common Capital Stock	FHN	New York Stock Exchange LLC
Depositary Shares, each representing a 1/400th interest in	FHN PR B	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series B
Depositary Shares, each representing a 1/400th interest in	FHN PR C	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series C
Depositary Shares, each representing a 1/400th interest in	FHN PR D	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series D
Depositary Shares, each representing a 1/4,000th interest in	FHN PR E	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series E
Depositary Shares, each representing a 1/4,000th interest in	FHN PR F	New York Stock Exchange LLC
a share of Non-Cumulative Perpetual Preferred Stock, Series F

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Principal Financial Officer

On November 5, 2021, FHN’s board of directors elected Hope Dmuchowski to be chief financial officer of First Horizon Corporation ("FHN") and First Horizon Bank (the "Bank"), effective on the date her employment with FHN and the Bank begins, which is expected to be November 29, 2021. Her title will be Senior Executive Vice President—Chief Financial Officer. As with all of FHN’s executive officers, Ms. Dmuchowski has no term of office and will serve until a successor is elected and has been qualified.

Recent Business Experience

Ms. Dmuchowski, age 42, currently is Executive Vice President, Head of Financial Planning and Analysis and Management Reporting for Truist Financial Corp. (since Sept. 2021). Previously she was Executive Vice President, Chief Financial Officer Corporate Banking, Commercial Banking and Corporate Groups for Truist (2019-21); Executive Vice President, Chief Financial Officer Group Director for BB&T Corp. (2017-19); and Sr. Vice President, Chief Operations Officer—Enterprise Operations Services for BB&T (2011-17). Her career with BB&T, a predecessor of Truist, started in 2007.

Offer Letter

FHN and Ms. Dmuchowski have agreed to the terms of her employment with FHN which were approved by FHN’s board on November 5. Those terms are reflected in an offer letter ("Offer Letter"), a conformed copy of which is filed as an exhibit to this Report. All compensation and other benefits in the Offer Letter are subject to Ms. Dmuchowski commencing employment with FHN and the Bank, as mentioned above.

Key terms of the Offer Letter are:

•Full title: Senior Executive Vice President—Chief Financial Officer

•Salary: $600,000 annually

•Executive Bonus Program: Ms. Dmuchowski will be eligible to participate in FHN's executive bonus program starting with the 2021 bonus year. Her "target" bonus amount for 2021 will be 85% of her salary rate. For the 2021 bonus year, as an inducement to sign the Offer Letter, FHN has agreed to set a bonus minimum for her of

$500,000, of which half will be paid within 30 days after her start date.

•Executive Stock Award Program: Ms. Dmuchowski will be eligible to participate in FHN's executive stock award program starting with the 2022 annual grant cycle. Her awards in 2022 will have a target of up to 150% of her annual salary rate.

•New-Hire Retention Awards: Within 30 days after her start date, FHN will grant to Ms. Dmuchowski RSUs having a grant date value of $375,000, vesting in three installments on the third, fourth, and fifth anniversaries of grant. In addition, FHN will pay Ms. Dmuchowski $125,000 in cash on the first anniversary of her start date.

•Executive CIC Plan: After her start date, Ms. Dmuchowski will be offered participation in FHN's Executive Change in Control Severance Plan at the Tier 1 level, which provides a severance multiple of 2.5 times salary and bonus (all as provided in that Plan).

•Relocation: Ms. Dmuchowski will be provided executive-level relocation services and benefits.

•Other Program Participation: Ms. Dmuchowski will be eligible to participate in executive and associate plans and programs not listed above, including in the savings (401(k)) plan, nonqualified savings restoration plan, nonqualified deferred compensation plan, survivor benefit program, disability benefit program, and executive perquisites. See Executive Compensation Programs Generally below for additional information.

The Offer Letter is not an employment agreement. Ms. Dmuchowski has no term of employment; she will be an "at will" employee of FHN and of the Bank.

Executive Compensation Programs Generally

Information concerning executive-level compensation plans and programs offered by FHN appears in the following sections of FHN’s Proxy Statement for the 2021 annual meeting of shareholders, all of which is incorporated into this Item 5.02 by reference: (A) Vote Item 2—Approval of 2021 Incentive Plan beginning on page 53; (B) Compensation Discussion and Analysis beginning on page 70; (C) Recent Compensation beginning on page


FIRST HORIZON CORPORATION			2			FORM 8-K CURRENT REPORT 11/5/2021

94; and (D) Post-Employment Compensation beginning on page 103. Additional information concerning a recent plan appears in the following section of the following report, which is incorporated into this Item 5.02 by reference: (E) Item 5.02(e) of FHN’s Current Report on Form 8-K dated October 27, 2021. Several exhibits to previously-filed reports contain the text of FHN’s executive compensation plans and programs; these are most recently filed or reported as: (F) exhibits 10.5(a), 10.6(e), 10.6(i), 10.7(e), 10.8(a), 10.8(c), and 10.8(f) to FHN’s Annual Report on Form 10-K for the year ended December 31, 2020; (G) exhibits 10.1, 10.2, and 10.6 to FHN’s Quarterly Report on Form 10-Q for the period ended March 31, 2021; (H) exhibit 10.1 to FHN’s Quarterly Report on Form 10-Q for the period ended June 30, 2021; and (I) exhibit 10.2 to FHN’s Quarterly Report on Form 10-Q for the period ended September 30, 2021.

FHN, 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 FHN’s executive officers, directors, nominees, their immediate family members and affiliated entities,

and the persons of which FHN is aware that beneficially own more than five percent of FHN’s common stock, and FHN expects 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. FHN notes that as a perquisite FHN offers all associates discounts on certain financial services (for example, no-fee domestic wire transfers). These discounts are available to FHN’s executive officers except in relation to credit extended at the time an executive officer is serving as such.

Interim Principal Financial Officer

Ms. Dmuchowski will succeed Anthony J. Restel as principal financial officer of FHN when her employment begins. Mr. Restel will cease to be interim Chief Financial Officer at that time, but will continue in his role as President—Regional Banking.

ITEM 9.01. Financial Statements and Exhibits.

The following exhibits are filed herewith:


Exhibit #						Description

10.1						Conformed copy of offer letter [Hope Dmuchowski ]
104						Cover Page Interactive Data File, formatted in Inline XBRL

All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.

In many agreements filed as exhibits, each party makes representations and warranties to other parties. Those representations and warranties are made only to and for the benefit of those other parties in the context of a business contract. Exceptions to such representations and warranties may be partially or fully waived by such parties, or not enforced by such parties, in their discretion. No such representation or warranty may be relied upon by any other person for any purpose.


FIRST HORIZON CORPORATION			3			FORM 8-K CURRENT REPORT 11/5/2021

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST HORIZON CORPORATION

(Registrant)

November 9, 2021

By:

/s/ Clyde A. Billings, Jr.

Clyde A. Billings, Jr.

Senior Vice President, Assistant General Counsel and Corporate Secretary


FIRST HORIZON CORPORATION			4			FORM 8-K CURRENT REPORT 11/5/2021

We are pleased to offer you the position of Senior Executive Vice President, Chief Finance Officer at First Horizon Corporation and its subsidiary First Horizon Bank (FHN). Your previous experience and professional goals indicate that you have the potential to be a high-performing associate. We look forward to having you in this role.

Listed below are the details of this offer:

Position/Title: Chief Financial Officer

Officer Rank: Senior Executive Vice President

Annual Salary: $600,000

Reporting to: Bryan Jordan, President and Chief Executive Officer

This offer of employment includes the following:

•Bonus Opportunity: You will be eligible for the Executive Bonus Program with a target of 85% of your annual salary. Bonus opportunities can fluctuate based on individual performance and corporate results. To receive this bonus you must be employed with FHN at the time bonuses are paid. Historically, bonuses have been paid in late February or early March. The opportunity for your first bonus will be for the 2021 performance year, payable in year 2022. As an inducement for you to accept this offer, for the 2021 performance year, your bonus will not be less than $500,000; for later years, there is no minimum bonus amount.

•$250,000 will be paid 30 days after your start date and $250,000 will be paid with normal bonuses in 2022.

•Executive Equity Program: You will be eligible for our annual equity compensation program, starting with the 2022 grant cycle, with a target of up to 150% of your annual salary. Your award will have the same mix and terms as other senior executives.

•One-Time Equity Compensation Awards: In lieu of forfeited equity compensation from your former employer, you will receive the following:

•Restricted stock units having a grant date value of $375,000 will be awarded within 30 days after your start date. This award will vest equally on the 3rd, 4th and 5th year anniversary of the grant date.

•$125,000 will be paid on the 1st anniversary of your start date in cash.

•Deferred Compensation Program: You will be eligible to participate in our deferred compensation program for highly compensated employees.

•Savings Restoration Plan: After your first year of service, you will be eligible to participate in the Savings Restoration Plan, which allows you to defer additional dollars outside of the qualified savings plan (401k).

•Change in Control: You will be offered participation in the executive change in control severance program at a severance benefit level of 2.5 times base salary and bonus.

•ReLo: This offer includes a home buyer option for the sale of your home. It also includes the following:

•Use of premier transitions-approved real estate agent for sale and purchase

•With home finding assistant

•Customary closing costs reimbursed

•Household goods move – which includes packing, loading, shipment, unloading, and unpacking of normal household goods

•Home finding and return trips

•Miscellaneous allowance of $5,000

•Additional Benefits: You will also be eligible for executive security for your home, financial planning, an annual executive physical and matching for most charitable donations up to $25,000 per year.

You will also be able to participate in our corporate benefits package that we call Total Compensation. Your Total Compensation includes a variety of resources to help you in Managing Your Family, Money, Health and Career. Health, Dental, and Vision coverage, Flexible Spending Accounts, the FHN 401(k) Savings Plan, and Group Life Insurance are just some of the benefits included. You will hear more about our benefits and resources during your first week with FHN.

Your bonuses, equity awards, and certain other components of compensation are subject to possible forfeiture and clawback under applicable laws and regulations as well as our formal plans and policies.

Conditions to this offer include:

•Background Check: The offer, and your subsequent employment with FHN, is subject to our satisfaction with an executive-level background check.

•Former Employer Confidentiality: If you join our team, we emphasize the importance of NOT taking confidential or proprietary information from your current employer. We do not want any material that belongs to your employer, or any confidential and proprietary information to which you had access during your employment there. Not only must you not take such tangible property, you will be forbidden from utilizing that employer’s confidential/proprietary information (even if it is simply something you happen to recall) after beginning work for FHN. As a condition of employment, you must not violate the policy stated in this paragraph.

•No Employment Restrictions: You must not have any obligations to any former employers that may interfere with your ability to work for FHN starting on your start date. For this reason, you must disclose to us whether you have entered into any non-competition agreement, non-disclosure agreement, non-solicitation agreement, restrictive covenant or other similar agreement that would impair your ability to perform the job being offered to you.

•Board Action: Our board of directors has been informed of your candidacy but has not yet formally confirmed your appointment as Chief Financial Officer.

All employment is "at will," which means either you or the company can terminate it at any time, with or without cause. This letter does not create any contract of employment for any specific length of time. FHN reserves the right to change compensation & benefits plans from time to time.

We hope that you accept this offer to join our executive team. To confirm your acceptance of this offer, please send a signed & dated copy of this offer letter to me by email scan ([email address redacted]).

If you have any questions, please contact me at [phone number redacted].

SEVP—Chief Human Resources Officer

First Horizon Corporation

Acknowledged and Agreed

/s/ Hope Dmuchowski 10-29-2021

Hope Dmuchowksi Date