Departure of Michael J. Brown
Michael J. Brown, President—Regional Banking of First
Horizon Corporation (the “Company”) and of its subsidiary, First Horizon Bank (the “Bank”), will retire as
President—Regional Banking and as an executive officer effective October 31, 2021, and will retire as an employee effective
December 31, 2021.
Changes in Certain Senior Executive Offices
On September 30,
2021, the Board of Directors of the Company and of the Bank made the following changes to the Company’s and the Bank’s
executive officers, all effective November 1, 2021:
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Anthony J. Restel
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Will move to President—Regional Banking from Senior Executive Vice President—Chief Operating Officer; will remain
interim Chief Financial Officer
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Tammy S. LoCascio
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Will move to Senior Executive Vice President—Chief Operating Officer from Senior Executive Vice President—Chief Human
Resources Officer
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In addition, the position of Chief Human Resources Officer
will report to Ms. LoCascio, and will no longer be treated as an “executive officer” position for purposes of the U.S.
securities laws.
Biographical and
Compensation Information
Mr. Restel currently
is Senior Executive Vice President—Chief Operating Officer of the Company and the Bank. Background and biographical information
about him is presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 in “Supplemental
Part I Information” on page 49 of that Report. Information concerning his compensation from the Company appears in the following
sections of the Company’s Proxy Statement for the 2021 annual meeting of shareholders,
all of which is incorporated into this Item 5.02 by reference: (a) “Compensation Discussion and Analysis” beginning
on page 70; (b) “Recent Compensation” beginning on page 94; and (c) “Post-Employment Compensation” beginning
on page 103. Additional information concerning his compensation appears in: (d) exhibits 10.1(b), 10.1(c), 10.1(d), 10.3(l), 10.4(f),
10.5(a), 10.6(o), 10.6(p), 10.7(e), 10.8(c), and 10.8(f)-(h) to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2020; (e) exhibits 10.1, 10.2,
and 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2021; (f) the Company’s 2021
Incentive Plan which appears as Appendix A in the Company’s Proxy Statement for the 2021 annual meeting of shareholders;
and (g) exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January
29, 2021.
Ms. LoCascio currently
is Senior Executive Vice President—Chief Human Resources Officer of the Company and the Bank. Background and biographical
information about her is presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 in “Supplemental
Part I Information” on page 48 of that Report. Her annual base salary rate for the year 2021 is $550,000. She is eligible
to participate in all executive-level compensation plans and programs. Additional information concerning the Company’s compensation
plans and programs for executive officers appears in the following sections of the
Company’s Proxy Statement for the 2021 annual meeting of shareholders, all of which is incorporated into this Item
5.02 by reference: (a) “Compensation Discussion and Analysis” beginning on page 70; (b) “Recent Compensation”
beginning on page 94; and (c) “Post-Employment Compensation” beginning on page 103. Additional information concerning
her compensation appears in: (d) exhibits 10.1(a), 10.3(d)-(k), 10.4(a)-(c), 10.5(a), 10.7(e), 10.8(c), 10.8(f), and 10.8(g) to
the Company’s Annual Report on Form 10-K
for the year ended December 31, 2020; (e) exhibits 10.1, 10.2, and 10.3 to the Company’s Quarterly Report on Form 10-Q for
the period ended March 31, 2021; (f) the Company’s 2021 Incentive Plan which appears as Appendix A in the Company’s
Proxy Statement for the
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FIRST
HORIZON CORPORATION
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2
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FORM
8-K CURRENT REPORT
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2021 annual meeting of shareholders; and (g) exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on January 29, 2021.
Transactions with Related Persons
The Company, 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 the Company’s executive
officers, directors, nominees, their immediate family members and affiliated entities, and the persons of which the
Company is aware that beneficially own more than five percent of the Company’s
common stock, and the Company 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. The
Company notes that as a perquisite the Company offers all associates discounts
on certain financial services (for example, no-fee domestic wire transfers). These discounts are available to the
Company’s executive officers except in relation to credit extended at the time an executive officer is serving as
such.
Separation Agreement with Michael J. Brown
On September 30, 2021, the Company, the Bank, and Mr. Brown
entered into a Separation Agreement and General Release (“Separation Agreement”). Key provisions of the Separation
Agreement are: (1) Mr. Brown has agreed to retire as President—Regional Banking and as an executive officer as described in Departure
of Michael J. Brown above; (2) Mr. Brown will continue to be paid his current salary for the remainder of 2021; (3) Mr. Brown
will continue to be eligible to earn an annual cash incentive (bonus) for 2021 on corporate performance terms previously established
under the Company’s Management Incentive Plan, and in 2021 he will be paid 75% of his target bonus amount ($525,000) as a
non-refundable advance against the final bonus determined early in 2022; (4) a total of 81,927 unvested shares of restricted stock
(“RSAs”) and unvested restricted stock units (“RSUs”) will have the continuing employment or service
requirement waived after December 31, 2021; (5) 47,572 (measured at “target”) unvested performance stock units
(“PSUs”) will have the continuing employment or service requirement waived after December 31, 2021; (6) Mr.
Brown’s participation in the Company’s new (2021) Executive Change in Control Severance Plan has been terminated; and
(7) Mr. Brown has agreed to comply with certain non-competition, non-solicitation, and other covenants, and has given the Company
and the Bank a general legal release of any claims he may have.
The RSAs, RSUs, and PSUs mentioned above will not have vesting
or payment accelerated. The continuing employment or service requirement will be waived, but all other terms and conditions will
remain in place.
The applicable corporate performance metrics of Mr.
Brown’s 2021 bonus award and of the PSUs mentioned above are not altered by the Separation Agreement. Applicable corporate
performance will be determined at the usual time and in the usual manner for each such award.
Mr. Brown’s outstanding stock options will not be affected
by the Agreement. Among other things, this means that currently-vested options will remain outstanding for a 90-day post-separation
period prescribed by the terms of the awards, and currently-unvested options will be forfeited at separation unless vesting is
accelerated during the remainder of his tenure with the Company for reasons other than separation.
The Separation Agreement is subject to a waiting period and
other conditions required by law. The Separation Agreement does not alter benefits and rights under the Company’s qualified savings plan, deferred compensation plans, programs, and agreements, or other plans or programs not mentioned
above.
A conformed copy of the Separation Agreement is filed as an
exhibit to this Report. The foregoing descriptions are subject to the legal terms of that Agreement.
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FIRST
HORIZON CORPORATION
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3
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FORM
8-K CURRENT REPORT
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