FIRST HORIZON CORP (FHN)
Sector: Financials
2026 Annual Meeting Analysis
FIRST HORIZON CORP · Meeting: April 28, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Directors to Serve Until the 2027 Annual Meeting of Shareholders
Brown joined the board in January 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; no other policy flags identified.
FHN's 3-year price return of +50.7% is well above the QABA benchmark return of +37.5%, a gap of +13.2pp, far below the 65pp threshold required to trigger a vote against; no other policy flags identified.
FHN's 3-year return of +50.7% outperforms QABA (First Trust NASDAQ ABA Community Bank Index) by +13.2pp, well within the 65pp tolerance for strong positive TSR companies; no other policy flags identified.
FHN's 3-year return of +50.7% exceeds the QABA benchmark return of +37.5% by +13.2pp, comfortably inside the 65pp underperformance threshold; no other policy flags identified.
Dietrich joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; no other policy flags identified.
As an executive director, Jordan is subject to the same TSR trigger as other directors; FHN's 3-year return of +50.7% outperforms QABA (First Trust NASDAQ ABA Community Bank Index) by +13.2pp, well below the 65pp threshold, so no TSR-based vote against applies.
FHN's 3-year return of +50.7% exceeds the QABA benchmark by +13.2pp, far short of the 65pp trigger threshold; no other policy flags identified.
FHN's 3-year return of +50.7% outperforms QABA (First Trust NASDAQ ABA Community Bank Index) by +13.2pp, well inside the 65pp tolerance; no other policy flags identified.
Mody joined the board in October 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; no other policy flags identified.
Moehn joined the board in August 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; no other policy flags identified.
FHN's 3-year return of +50.7% exceeds the QABA benchmark return of +37.5% by +13.2pp, far below the 65pp threshold required to trigger a vote against; no other policy flags identified, and Palmer's extensive financial expertise as Audit Committee chair is a positive governance factor.
FHN's 3-year return of +50.7% outperforms QABA (First Trust NASDAQ ABA Community Bank Index) by +13.2pp, well within the 65pp tolerance for strong-positive TSR companies; no other policy flags identified.
All 12 director nominees receive a FOR vote. FHN's 3-year price return of +50.7% outperforms the QABA (First Trust NASDAQ ABA Community Bank Index) benchmark return of +37.5% by +13.2 percentage points, comfortably below the 65pp underperformance threshold that applies when a company's absolute 3-year return exceeds +20%. Four directors (Brown, Dietrich, Mody, Moehn) joined within the past 24 months and are exempt from the TSR trigger. No directors are overboarded, no independence concerns were identified on audit or compensation committees, and average meeting attendance exceeded 96%.
Say on Pay
✓ FORCEO
D.B. Jordan
Total Comp
$10,330,365
Prior Support
N/A
The CEO's total reported compensation of $10,330,365 is reasonable for a regional bank CEO overseeing a $10.7 billion market cap institution with strong 2025 results — including 29% net income growth, 38% earnings-per-share growth, and a 22% one-year total shareholder return. The proxy discloses that 86% of the CEO's total pay was at risk for performance, satisfying the policy requirement that at least 50-60% of senior executive compensation be variable and performance-linked. The company has clawback policies in place, no material governance red flags were identified, and FHN's stock performance over one and three years exceeded the QABA (First Trust NASDAQ ABA Community Bank Index) benchmark, supporting the conclusion that incentive pay was aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$4,651,673
Non-Audit Fees
$145,000
Non-audit fees (audit-related fees of $145,000) represent approximately 3.1% of audit fees ($4,651,673) for 2025, well below the 50% threshold that would trigger a vote against. KPMG's tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy. FHN has a market cap above $1B and is audited by a Big 4 firm, satisfying the auditor adequacy standard. No material financial restatements were identified.
Overall Assessment
The 2026 First Horizon annual meeting ballot contains three standard proposals: director elections, say on pay, and auditor ratification. All proposals receive a FOR vote — the director slate is clean with no TSR, independence, or overboarding concerns; CEO pay is well-structured with 86% at-risk compensation aligned with strong financial and stock performance; and KPMG's audit fees are appropriate with negligible non-audit fees at roughly 3% of audit fees.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing