Anthony J. Restel
FIRST HORIZONAbout Anthony J. Restel
Senior Executive Vice President and Chief Banking Officer at First Horizon (FHN). Age 55. Joined FHN via the IBERIABANK merger in 2020; roles since include Chief Operating Officer (2020), interim CFO (Jul–Nov 2021), President—Regional Banking (2021–Sep 2024), and Chief Banking Officer (Oct 2024–present) . Core credentials: two decades in banking/finance including Vice Chairman & CFO at IBERIABANK (2005–2020) and service as Chief Credit Officer (2007–2009), indicating depth in finance, credit risk, and operations . Company performance context for 2024: one‑year total shareholder return +47.66%; CET1 11.2%; net interest margin 3.35%; average loans +3% and deposits +2% vs. 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Horizon | Chief Banking Officer | 2024–present | Leads integrated banking businesses post-reorganization |
| First Horizon | President—Regional Banking | 2021–2024 | Drove market growth and retail strategy execution |
| First Horizon | Interim Chief Financial Officer | 2021 (Jul–Nov) | Ensured continuity of finance leadership during transition |
| First Horizon | Chief Operating Officer | 2020–2021 | Led operational alignment post-merger |
| IBERIABANK | Vice Chairman & CFO | 2005–2020 | Led finance; executed credit and capital strategy through multiple cycles |
| IBERIABANK | Chief Credit Officer | 2007–2009 | Strengthened credit risk management during downturn |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 700,000 | 725,000 |
| Target Bonus (% of Salary) | — | 100% | 100% |
| Actual Annual Bonus Paid ($) | 805,000 | 595,000 | 725,000 |
| Stock Awards Grant-Date Fair Value ($) | 1,400,000 | 1,399,969 | 3,322,476 |
• 2025 salary rate set at $750,000 effective with 2024 10-K exhibit filing timing .
Performance Compensation
Annual Cash Incentive (2024 program design and outcomes)
| Metric | Weight | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Adjusted PPNR | 50% | $1,313–$1,451mm | $1,298mm | 97% |
| Credit Quality (NPA) | 12.5% | 0.700%–0.850% | 0.960% | 100% blended within credit factor |
| Credit Quality (NCO) | 12.5% | 0.30% | 0.18% | 100%+ blended within credit factor |
| Strategic Initiatives | 25% | Qualitative roadmap | Achieved | 100% |
| Corporate Rating | — | 100% | 100% | 100% |
• Annual incentive metrics for 2024 emphasized controllable operating performance and credit quality; Committee retained adjustment ability but finalized corporate rating at 100% .
Long-Term Incentive Structure
| Award Type | Metric | Target Horizon | Vesting |
|---|---|---|---|
| PSUs (annual) | ROTCE rank vs. KRX with TSR modifier | 3 years | Performance vest at 0–187.5% of target |
| RSUs (annual) | Service-vested | 3 years | Paid in shares; subject to ownership/retention rules |
• Most recent PSU vesting (2021 grant): overall performance 162.5% based on top‑quartile ROTCE and TSR modifier .
2024 Awards Outstanding at Year-End (target levels unless noted)
| Award | Grant Date | Quantity | Performance Period / Vest Date |
|---|---|---|---|
| PSUs (2022) | 2/10/2022 | 46,434 | 2022–2024 |
| PSUs (2023) | 1/23/2023 | 34,104 | 2023–2025 |
| PSUs (2024 regular) | 2/12/2024 | 59,548 | 2024–2026 |
| PSUs (2024 retention) | 2/12/2024 | 82,135 | 2024–2028 |
| RSUs (2022 annual) | 2/10/2022 | 30,956 | 3/2/2025 |
| RSUs (2023 annual) | 1/23/2023 | 22,736 | 3/2/2026 |
| RSUs (2024 annual) | 2/12/2024 | 39,699 | 3/2/2027 |
| RSUs (2024 retention) | 2/12/2024 | 54,757 | 3/2/2029 |
| RSUs (2021 retention tranches) | 10/26/2021 | 19,864 each | 10/26/2025 & 10/26/2026 |
• RCU (restricted cash units) granted May 2023 remain outstanding at target $1,000,000 with performance feature; min payout at target; max 125% .
Awards Vested in 2024
| Type | Units Vested | Value Realized ($) |
|---|---|---|
| Stock awards (RSUs/PSUs) | 144,650 | 2,513,806 |
Equity Ownership & Alignment
| Item | As of | Amount / Detail |
|---|---|---|
| Total beneficial ownership (common) | Jan 31, 2025 | 542,660 shares; includes right to acquire 8,182 via vested options within 60 days |
| Total beneficial ownership (common) | Dec 31, 2023 | 340,007 shares; includes right to acquire 8,182 via options within 60 days |
| Options exercisable | Expiration | 8,182 options @ $16.01; expiring 1/9/2030 |
| Preferred depositary shares | — | 3,050 depositary shares of Series C non‑cumulative perpetual preferred |
• Stock ownership guidelines: NEOs must hold 50% of net after‑tax shares from awards (75% if below minimum multiples); minimum ownership is 2–3x salary for non‑CEO executives; hedging is prohibited .
• Compliance: In 2023, all active NEOs except the newly hired CFO exceeded guideline ownership levels and complied with retention; Restel was among those in compliance .
• Pledging: Stock ownership tables disclose pledging for certain individuals, but no pledge notation appears for Restel .
Employment Terms
| Provision | Key Terms |
|---|---|
| IBKC Letter Agreement (2019) | Provided special RSA ($1,350,000 grant-date value; vested 7/1/2021) with restrictive covenants; subject to repayment if material violation (e.g., non-solicit for one year post-closing); indefinite confidentiality and non-disparagement |
| Change-in-Control (CIC) arrangement | Legacy IBKC CIC severance preserved via letter agreement: guaranteed cash benefit of $5,766,018 payable upon termination instead of resigning at closing (deferred into nonqualified plan); estimated excise tax gross-up approx. $3 million; continuation of certain health and welfare benefits for 39 months post-termination |
| FHN CIC plan (general) | Company-wide CIC severance program uses double-trigger; typical range 1.5–3.0x salary+bonus; no single-trigger; no new tax gross-ups (legacy exceptions only) |
| Clawbacks | Compensation Recovery Policy and Erroneously Awarded Compensation Recovery Policy—recover awards for misconduct or financial restatements; applies to bonuses/PSUs; 2-year look-back post-vesting for stock awards |
Compensation Structure Analysis
- Mix: For 2024, Restel’s target incentive mix was Annual cash 100% of salary; LTI 200% of salary, comprised of PSUs 120% and RSUs 80%—consistent with pay-for-performance design .
- Year-over-year shift: 2024 stock awards increased materially (from ~$1.4m to ~$3.32m) reflecting role elevation to Chief Banking Officer and market benchmarking; cash compensation rose modestly with salary reset .
- Performance metrics: Annual bonus keyed to PPNR and credit quality (NPA/NCO) plus strategic execution; long-term PSUs tied to ROTCE vs. peers with TSR modifier, reinforcing alignment with shareholder returns .
- Red flags: Legacy IBKC CIC tax gross-up preserved for Restel (~$3m) despite FHN policy to avoid new gross-ups—shareholder-unfriendly but grandfathered; mitigated by double-trigger design .
Investment Implications
- Alignment: High equity-based pay and stringent ownership/retention guidelines materially align Restel with shareholders; PSU design linked to peer-relative ROTCE/TSR supports value creation over three years .
- Retention: Significant unvested RSUs/PSUs across 2025–2029 and legacy deferred CIC benefit ($5.77m) reduce near-term departure risk but could create event-driven payout sensitivity in a transaction scenario .
- Selling pressure: 2024 vestings were substantial (~145k shares), but 50–75% retention requirements and continued unvested grants should temper net selling; no pledging disclosed reduces alignment risk .
- Governance watch-outs: The preserved excise tax gross-up is a governance negative; monitor Compensation Committee trends and any future modifications to legacy arrangements amid continued strong say‑on‑pay approvals (97% in 2024) .