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, making him exempt from the TSR trigger under the 24-month new-director rule; no overboarding, attendance, independence, or qualification concerns identified.
FHN's 3-year return of +53.6% trails the compensation peer group median of +90.3% by 36.7 percentage points, which is below the 65pp threshold required to trigger a vote against for strongly positive absolute TSR; no other policy flags identified.
FHN's 3-year peer underperformance of 36.7pp falls short of the 65pp threshold required to trigger a vote against given FHN's strong positive absolute 3-year TSR of +53.6%; no overboarding, attendance, independence, or qualification concerns identified.
The 36.7pp gap versus the peer median does not reach the 65pp trigger applicable to a company with strong positive absolute TSR; no other policy flags identified.
Dietrich joined the board in 2024, meaning his tenure overlaps with only part of the 3-year measurement window and the peer underperformance gap of 36.7pp does not exceed the 65pp threshold in any case; no overboarding, attendance, or qualification concerns identified.
As CEO and Chairman, Jordan is subject to the same TSR trigger as all other directors; FHN's 3-year peer underperformance of 36.7pp does not reach the 65pp threshold required to trigger a vote against given strong positive absolute TSR, and no other policy flags apply.
The 36.7pp gap versus the peer median does not meet the 65pp trigger applicable at FHN's positive absolute TSR level; no overboarding, attendance, independence, or qualification concerns identified.
FHN's peer underperformance of 36.7pp is well below the 65pp threshold; no overboarding, attendance, independence, or qualification concerns identified.
Mody joined the board in October 2025, making him exempt from the TSR trigger under the 24-month new-director rule; no other policy flags identified.
Moehn joined the board in August 2025, making him exempt from the TSR trigger under the 24-month new-director rule; no other policy flags identified.
The 36.7pp peer underperformance gap does not reach the 65pp trigger threshold; Palmer serves on Haverty Furniture's board as an additional seat, which combined with FHN gives her two public company seats, well within the four-board maximum; no other policy flags identified.
FHN's 3-year peer underperformance of 36.7pp falls well short of the 65pp threshold required to trigger a vote against given strong positive absolute TSR; no overboarding, attendance, independence, or qualification concerns identified.
All 12 director nominees receive a FOR recommendation. FHN's 3-year stock return of +53.6% is strong in absolute terms, and although it trails the compensation peer group median by 36.7 percentage points, this gap does not reach the 65-percentage-point threshold required to trigger a vote against under the policy for companies with strong positive absolute returns. Three directors (Brown, Mody, Moehn) joined within the past 24 months and are fully exempt from the TSR trigger. No overboarding, attendance failures, independence concerns, or qualification gaps were identified across the slate. The board is 92% independent, discloses a skills matrix, and all audit committee members have demonstrated financial expertise.
Say on Pay
✓ FORCEO
D.B. Jordan
Total Comp
$10,330,365
Prior Support
N/A
CEO D.B. Jordan received total compensation of $10,330,365 for 2025, which is broadly consistent with benchmarks for a CEO at a large regional bank with a ~$10.8B market cap; no individual benchmark overage trigger was identified. The proxy discloses that 86% of the CEO's total direct compensation was at risk (performance- or equity-based), well above the 60% threshold required by policy, reflecting a strong pay-for-performance structure. The compensation plan uses multi-year equity awards and annual incentives tied to financial metrics, a clawback policy is in place, and no prior-year Say on Pay vote below 70% was disclosed, so no corrective-action concern applies.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm appropriate for a company of FHN's size (~$10.8B market cap). Auditor tenure is not explicitly disclosed in the proxy filing, so the tenure trigger cannot be confirmed and does not fire under policy. No auditor fee table with specific dollar amounts was extractable from the provided filing text, so the non-audit fee ratio test cannot be calculated; in the absence of confirmed data triggering a policy flag, the default vote is FOR. No material financial restatements attributable to audit failure were disclosed.
Overall Assessment
The 2026 First Horizon annual meeting presents three standard proposals: election of 12 directors, an advisory vote on executive compensation, and ratification of KPMG as auditor. All three receive FOR recommendations — the director slate is highly independent with no policy triggers firing, the CEO pay program is heavily performance-oriented at 86% variable, and KPMG is an appropriate Big 4 auditor for a company of FHN's size.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing