DEF: First Horizon Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

First Horizon Corporation announces its 2025 annual meeting of shareholders to be held on April 29, 2025, featuring proposals for director elections, executive compensation approval, and auditor ratification.

Summary

• First Horizon Corporation will hold its annual shareholder meeting on April 29, 2025, in Memphis, Tennessee.
• Shareholders will vote on the election of 12 directors, an advisory resolution on executive compensation (say on pay), and the ratification of KPMG LLP as the company's auditors for 2025.
• The record date for determining eligibility to vote is February 28, 2025.
• The company highlights its 2024 performance, including a net charge-off ratio of 0.18%, a CET1 ratio of 11.2%, a net interest margin of 3.35%, and a total shareholder return of +47.66%.
• Strategic projects in 2024 included operational quality initiatives, technology transformation, and retail strategy enhancements.
• The First Horizon Foundation awarded approximately $20 million in grants, with 51% dedicated to lowand moderate-income communities.
• The board has determined that 13 of the 14 current non-employee directors are independent under NYSE listing standards.
• The company's corporate responsibility strategy focuses on governance, associates, clients, communities, and the environment.
• The document details the board's role in risk oversight, including the responsibilities of the Risk Committee, Audit Committee, and Compensation Committee.
• The document outlines the company's policies on insider trading, hedging, and clawback provisions for executive compensation.

Sentiment

Score: 7

Explanation: The document presents a balanced view of First Horizon's performance, highlighting both achievements and challenges. The overall tone is positive, emphasizing strategic initiatives and community support, but acknowledges areas needing improvement.

Positives

• Strong capital levels, ending the year with a CET1 ratio of 11.2%.
• Delivered a strong net interest margin of 3.35%, despite declining interest rates in the second half of the year.
• Total loans grew 3% and total deposits grew by 2% compared to 2023 average balances despite very competitive market conditions and only modest economic growth.
• One-year total shareholder return in 2024 was +47.66%.
• Initiated a special Grants for Good Campaign through the First Horizon Foundation, awarding $1.6 million to 160 nonprofit organizations across our footprint.

Negatives

• Net income available to common shareholders (NIAC) declined 14.7% from 2023.
• Noninterest income declined significantly from 2023, driven largely by two factors.
• Return on tangible common equity (ROTCE) in 2024 declined 22.1% from 2023, and pretax pre-provision net revenue (PPNR) in 2024 declined 16.8%.
• Non-performing asset (NPA) ratio in 2024 was 0.97%, higher than 2023's 0.76%.
• Efficiency ratio in 2024 was 62.1%, higher than 2023's 59.9%.

Risks

• The document mentions risks related to incentive compensation programs, cybersecurity, and compliance with legal and regulatory requirements.
• The document mentions risks related to environmental, social and governance matters.

Future Outlook

The company is implementing multi-year plans to transform digital systems, enhance retail strategy, and improve operational efficiency.

Management Comments

• We execute on these priorities by operating in an attractive footprint with a distinctive business model that performs across economic cycles.
• Through all these initiatives, we sought to live up to the promise of our marketing slogan: Big Bank Muscle, Small Bank Hustle.
• Our team responded by providing immediate and long-term support to affected associates, clients and communities, truly embodying our pledge to be Here for Good for each of the communities we serve.

Industry Context

The document references the KBW Regional Bank Index (KRX) as a comparator group for performance metrics, indicating a focus on regional bank performance relative to peers.

Comparison to Industry Standards

• The document compares First Horizon's performance against the KBW Regional Bank Index (KRX) for metrics like ROTCE and TSR.
• The document mentions that the Risk Committee complies in all respects with the requirements outlined above.
• The document mentions that the Audit Committee meets in all respects the independence requirements of the NYSE and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and the rules of the SEC promulgated thereunder.

Related Party Transactions

• 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.

Stakeholder Impact

• The company's performance and strategic initiatives impact shareholders, associates, clients, and communities.
• The document highlights the company's commitment to supporting lowand moderate-income communities through foundation grants.

Next Steps

• Shareholders are encouraged to vote their proxy by telephone, internet, or mail.
• The company will continue to implement its strategic projects, including operational quality initiatives, technology transformation, and retail strategy enhancements.

Key Dates