ITEM 8.01. Other Events.
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:
Anthony J. Restel Will move to President-Regional Banking from Senior Executive
Vice President-Chief Operating Officer; will remain interim
Chief Financial Officer
Tammy S. LoCascio Will move to Senior Executive Vice President-Chief Operating
Officer from Senior Executive Vice President-Chief Human
Resources Officer
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
followingsections 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
FIRST HORIZON CORPORATION 2 FORM 8-K CURRENT REPORT
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.
FIRST HORIZON CORPORATION 3 FORM 8-K CURRENT REPORT
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
Exhibit # Description
10.1 Conformed copy of Separation Agreement and General Release
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 4 FORM 8-K CURRENT REPORT
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