Cecelia D. Stewart
FIRST HORIZONAbout Cecelia D. Stewart
Independent director at First Horizon (FHN) since 2014; age 66. Former President of U.S. Consumer & Commercial Banking at Citigroup (2011–2014), CEO of Morgan Stanley Private Bank N.A. (2009–2011), and long-tenured Wachovia executive culminating as EVP & Head of Retail & Small Business Banking (2003–2008). Current FHN committee roles: Chair of the Information Technology Committee, member of the Executive Committee and Risk Committee. Also serves as a director at United States Cellular Corporation (since 2013). Determined independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup, Inc. | President, U.S. Consumer & Commercial Banking | 2011–2014 | Senior policy-making, retail/commercial banking leadership |
| Morgan Stanley Private Bank N.A. | President, Retail Banking Group; CEO | 2009–2011 | Led private bank; retail banking leadership |
| Wachovia Bank N.A. | EVP & Head of Retail & Small Business Banking; various regional roles | 1978–2008 (EVP 2003–2008) | Retail banking strategy and execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Cellular Corporation | Director | Since 2013 | Public company board experience; telecom industry (no disclosed FHN conflicts) |
Board Governance
- Committee assignments: Information Technology Committee (Chair); Executive Committee; Risk Committee. Moved from Audit Committee to Executive and Risk on April 22, 2024.
- Independence: Board determined all current non-employee directors, including Stewart, are independent.
- Engagement/attendance: Incumbent director attendance at Board/committees averaged >96% in 2024; no incumbent director attended fewer than 75%. Executive sessions held generally at each Board meeting.
- Board time-commitment policy: Revised in 2024 to cap service at ≤4 public company boards (including FHN). Stewart’s disclosed other directorship: U.S. Cellular.
Fixed Compensation
Annual director program and Stewart’s actual compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $82,500 | $132,500 |
| Stock Awards ($) | $112,601 | $139,986 |
| All Other Compensation ($) | $3,750 | $25,000 |
| Total ($) | $198,851 | $297,486 |
Director compensation rate schedule (program-wide):
- 2024–2025 cycle: Base cash $90,000; Base RSU $140,000; add’l cash retainers: Lead Director $50,000; Outside Chair $125,000; Audit Chair $40,000; Chair – other committee $35,000; Non-chair service – Audit/Exec/Risk $15,000; Non-chair – Comp/NCG/IT $10,000. Directors may elect RSUs in lieu of cash. Pay year: Apr 1–Mar 31.
- 2023–2024 cycle: Base cash $80,000; Base RSU $122,000; add’l retainers: Lead Director $50,000; Chair – Audit $32,000; Chair – Executive/Risk $50,000; Chair – other committee $20,000; Non-Chair – Audit $10,000; Non-Chair – Executive/Risk $10,000.
Note: Stewart’s reported cash fees reflect actual committee service timing and any RSU elections; program rates above are plan-level and may not reconcile exactly to individual fee totals.
Performance Compensation
Directors receive time-based RSUs (no performance metrics). Stewart’s RSU vesting and balances:
| Metric | 2023 | 2024 |
|---|---|---|
| RSUs Unvested at YE (#) | 6,955 | 9,414 |
| RSUs Unvested Market Value at YE ($) | $98,483 (at $14.16/sh) | $189,598 (at $20.14/sh) |
| RSUs Vested During Year (#) | 10,251 | 6,955 |
| RSUs Vested Value ($) | $187,798 | $107,872 |
| Option Awards | None | None |
- Next vesting: Non-employee director RSUs vest April 22, 2025.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| United States Cellular Corporation | Telecom | Director | Distinct industry vs. banking; no related-party transactions disclosed for Stewart. |
- Compensation Committee interlocks: Company disclosed no interlocking relationships among Compensation Committee members in 2024–2025 (Stewart not a member).
Expertise & Qualifications
- Extensive banking/financial services leadership; human capital, finance/accounting, and risk management experience; public company board governance knowledge.
- Board skills matrix attributes include CEO/President experience, strategic planning/leadership, risk management, IT/cyber/digital innovation, and marketing/retail distribution.
Equity Ownership
| Metric | 2023 | 2025 |
|---|---|---|
| Beneficial Ownership (# of shares) | 58,696 | 75,065 |
| Shares Outstanding (record date) | 554,944,033 (Feb 23, 2024) | 514,158,234 (Feb 28, 2025) |
| Ownership as % of Shares Outstanding | ≈0.0106% (58,696 / 554,944,033) | ≈0.0146% (75,065 / 514,158,234) |
| Unvested RSUs at YE | 6,955 | 9,414 |
| Pledged Shares | None disclosed for Stewart (Fenstermaker pledged; Stewart not noted) | |
| Hedging Policy | Hedging prohibited for directors absent CEO/GC approval; no approvals granted to date. |
- Director stock ownership guidelines: Company discloses guidelines for directors (details available in governance documents; page reference noted in proxy).
Governance Assessment
- Committee leadership and risk oversight: As IT Committee Chair and Risk/Executive Committee member, Stewart is positioned at the center of FHN’s digital transformation and risk governance, aligning with board oversight of cybersecurity and enterprise risk frameworks.
- Independence and attendance: Clear independence determination and strong attendance norms support board effectiveness and investor confidence.
- Pay structure and alignment: Director pay mixes cash retainers and annual RSUs; RSUs time-vest with meaningful balances, supporting ownership alignment without option risk.
- Related-party/transactions: Company outlines rigorous related-party approval procedures; no specific related-party transactions are disclosed for Stewart.
- Shareholder sentiment: Prior year say-on-pay approval strong (97%), indicating broad support for compensation governance (executives).
RED FLAGS
- Shares pledged: None disclosed for Stewart. Hedging prohibited. No director-level related-party transactions disclosed for Stewart.
Overall signal: Stewart’s deep retail banking background, IT committee leadership, and risk committee membership are positives for oversight of FHN’s digital and risk agenda; independence and attendance data reinforce governance quality, with no disclosed conflicts or pledging concerns.