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.
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
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
•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
•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
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
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