Colin V. Reed
FIRST HORIZONAbout Colin V. Reed
Independent director at First Horizon Corporation (FHN) since 2006 and current Lead Director; age 77. Reed serves as Executive Chairman of Ryman Hospitality Properties, Inc. (NYSE: RHP) and previously served as Chairman and CEO at Ryman/Gaylord Entertainment; he has prior public board experience at Rite Aid. His FHN tenure spans ~19 years with significant leadership credentials across finance, risk, governance, and public company operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryman Hospitality Properties, Inc. | Executive Chairman | 2022–present | Led strategic oversight as Executive Chair following long tenure as Chairman/CEO |
| Gaylord Entertainment Company (predecessor to Ryman) | Chairman/CEO | 2001–2005+ | Public company leadership in hospitality/real estate |
| Rite Aid Corporation | Director | 2003–2005 | Prior public company board service |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Ryman Hospitality Properties, Inc. | Executive Chairman; Director | Current | Director since 2001; Executive Chairman since end of 2022 |
| Rite Aid Corporation | Director | Former | 2003–2005 |
Board Governance
- Independence: Board determined Reed is independent under NYSE listing standards .
- Lead Independent Director: Reed is the Lead Director. Responsibilities include co-developing Board agendas and information flow; presiding over executive sessions; leading Board and director evaluations; receiving director performance concerns and shareholder communications .
- Committee assignments: Reed chairs the Executive Committee and the Risk Committee; he is a member of the Compensation Committee .
- Risk oversight: As Risk Committee chair, he leads an independent risk committee meeting Federal Reserve requirements for >$50B assets; oversight spans enterprise risk framework, risk appetite, AI and cybersecurity risk reporting, credit assurance, and capital stress testing .
- Attendance and engagement: Board held 4 meetings and committees held 45 meetings in 2024; average attendance by incumbents exceeded 96%, with no director below 75%. Non-employee directors (including Reed) met in executive session at each regular Board meeting . Reed also participated (with Compton and Maples) in engagement with a >5% institutional shareholder on governance and performance topics in 2024 .
| Committee | Role | Source |
|---|---|---|
| Executive | Chair | |
| Risk | Chair | |
| Compensation | Member | |
| Lead Director (Board leadership) | Lead Independent Director |
Fixed Compensation
- Program structure: Non-employee directors receive a base cash retainer and RSUs; additional cash retainers for Lead Director and committee roles; optional election to receive cash retainers in RSUs .
- 2024–2025 annual rates: Base cash $90,000; base RSU $140,000; Lead Director $50,000; Chair—other committee $35,000; Non-chair service—Audit/Exec/Risk $15,000; Non-chair service—Comp/NCG/IT $10,000 .
| Item | Amount ($) | Source |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 138,750 | |
| Stock Awards (Grant Date Fair Value, 2024) | 186,247 | |
| All Other Compensation (matching gifts, regional board fees) | 25,000 | |
| Total (2024) | 349,997 | |
| Annual Base Retainer—Cash | 90,000 | |
| Annual Base Retainer—RSUs | 140,000 | |
| Lead Director Retainer | 50,000 | |
| Chair—Other Committee | 35,000 | |
| Non-Chair Service—Exec/Risk/Audit | 15,000 | |
| Non-Chair Service—Comp/NCG/IT | 10,000 |
Additional notes:
- Directors may elect cash retainer in RSUs; program includes certain banking benefits and charitable match up to $25,000/year .
Performance Compensation
Directors do not receive performance-based cash incentives; no option awards outstanding; equity compensation is time-based RSUs.
| Performance Metric | Weight/Target | Outcome | Source |
|---|---|---|---|
| None disclosed for director compensation | — | — |
Equity award characteristics:
- Outstanding unvested RSUs at 12/31/2024: 12,525 units; market value $252,254 at $20.14/share; scheduled to vest on April 22, 2025 .
- RSUs vested during 2024: 8,950 units; value realized $138,815 .
- No stock options held .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Transaction | Notes |
|---|---|---|---|---|
| Ryman Hospitality Properties, Inc. | Executive Chairman; Director | Not disclosed | FHN disclosed accommodation expenses paid to director-affiliated business entities (includes Mr. Reed) in ordinary course, arm’s-length terms | Ordinary course; independence maintained via categorical standards |
| Rite Aid Corporation | Director (former) | N/A | None disclosed | Prior service |
Related party governance:
- Audit Committee procedures require approval/monitoring of related party transactions, with fairness, independence, and conflict assessments .
- FHN disclosed ordinary-course banking/services with directors, including Mr. Reed: loans/credit, broker/dealer services, financial planning/family office, insurance brokerage; and accommodation expenses—on market terms, no abnormal risk .
Expertise & Qualifications
- Public company leadership and governance experience (Executive Chairman; prior Chairman/CEO) .
- Finance/accounting, human capital, M&A, risk management/compliance, environmental, IT/cybersecurity, digital innovation, and capital markets expertise .
- Board skills matrix designates risk management and strategic leadership across all nominees; Reed listed with CEO/President experience and multiple technical domains .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Colin V. Reed | 205,273 | <1% | As of Jan 31, 2025; directors and officers as a group: 1.04% |
| Unvested RSUs (12/31/2024) | 12,525 | — | Market value $252,254; vesting on April 22, 2025 |
Policies affecting alignment:
- Anti-hedging policy prohibits hedging by directors absent CEO/GC approval; none granted .
- Director stock ownership guidelines disclosed by company (details in governance documents) .
Governance Assessment
- Strengths: Independent Lead Director role with robust responsibilities; chairs Risk Committee meeting Fed standards; chairs Executive Committee; strong board/committee attendance; annual director and board self-evaluations with third-party assessments (2024); proactive shareholder engagement including Reed’s participation; clear anti-hedging and clawback frameworks; majority voting with resignation policy; say-on-pay support 97% in 2024 .
- Compensation alignment: Mix favors equity retainer (RSUs) with no director performance bonus; retainers transparent and benchmarked in 2024; charitable match and regional board fees modest .
- Potential red flags/monitoring:
- Age vs. retirement policy: Reed (77) exceeds standard non-employee director retirement age (72); waivers permitted up to three additional terms at Board discretion—monitor ongoing refreshment and succession .
- Ordinary-course transactions with director-affiliated entities (accommodations; financial services). Disclosed as arm’s-length under categorical standards; continue to monitor volumes and Audit Committee oversight for independence .
- Time commitments: FHN guideline caps public boards at four; Reed holds Executive Chairman role at Ryman; ensure workload remains consistent with FHN expectations and disclosure obligations .
- Leadership concentration: Simultaneous Lead Director plus chair of two key committees (Executive, Risk) concentrates influence; mitigated by independent committee membership across Board and majority independence .
Overall, Reed’s governance profile reflects deep public company leadership, rigorous risk oversight, and active shareholder engagement, with transparent compensation and alignment policies; standard banking/service relationships and age-related waiver status are disclosed and governed by established procedures and policies .