Hope Dmuchowski
FIRST HORIZONAbout Hope Dmuchowski
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) of First Horizon since November 2021; age 46. Prior to FHN, she held senior finance roles at Truist/BB&T from 2007–2021, including EVP roles leading FP&A, management reporting, and CFO roles for major business groups . Company performance context: in 2024, the Compensation Committee set executive annual incentives around PPNR (50%), credit quality (25%), and strategic priorities (25%); results came in modestly below PPNR target ($1,298m vs $1,313–$1,451m), mixed on credit (NPA worse, NCO better), with the final corporate rating rounded to 100% and Ms. Dmuchowski’s individual rating at 108%, producing a $700,000 bonus payout . Pay-versus-performance disclosure shows 2024 FHN TSR value of $149.23 (from $100 base), peer group TSR $130.96, net income $794m, and company-selected measure ROTCE of 10.99% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Truist Financial Corp. | EVP, Head of Financial Planning & Analysis and Management Reporting | Sep–Nov 2021 | Led FP&A and management reporting functions |
| Truist Financial Corp. | EVP, CFO Corporate Banking, Commercial Banking and Corporate Groups | 2019–2021 | Senior finance leadership for major business lines |
| BB&T Corp. | EVP, CFO Group Director | 2017–2019 | Group CFO responsibilities |
| BB&T Corp. | SVP, Chief Financial and Operations Officer—Enterprise Operations Services | 2013–2017 | Finance and operations leadership for enterprise operations |
| BB&T (predecessor to Truist) | Various roles | 2007–2013 | Progressive finance/operations roles (career at BB&T began in 2007) |
External Roles
No external public company directorships or committee roles were identified for Ms. Dmuchowski in the FHN 2024 10-K and 2025 proxy filings reviewed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 600,000 | 650,000 |
| Target Bonus ($) | — | — | 650,000 |
| Actual Annual Bonus Paid ($) | 586,500 | 510,000 | 700,000 |
Notes:
- 2024 corporate rating set at 100% after rounding; Ms. Dmuchowski individual rating 108%, yielding the $700k payout on a $650k target .
Performance Compensation
2024 Annual Cash Incentive – Scorecard and Outcomes
| Metric | Weight | Target | Actual | Payout factor |
|---|---|---|---|---|
| Adjusted PPNR | 50% | $1,313–$1,451 million | $1,298 million | 97% (before rounding) |
| Credit – NPA ratio | 12.5% | 0.85% to 0.70% | 0.96% | 63% |
| Credit – NCO ratio | 12.5% | 0.30% | 0.18% | 140% |
| Strategic initiatives | 25% | Non-quantitative | Committee set at target | 100% |
| Final corporate rating | — | — | — | 100% (rounded from 99.02%) |
| Ms. Dmuchowski individual rating | — | — | — | 108% |
| 2024 bonus outcome (CFO) | — | $650,000 target | — | $700,000 paid |
2025 preview: primary annual incentive metric to shift to pretax income (PTI) at 75% weight, with strategic (25%) maintained .
Long-Term Incentives – 2024 Grants (CFO)
| Award type | Grant date | Target units (#) | Min/Max payout | Grant-date fair value ($) | Performance metric | Vesting |
|---|---|---|---|---|---|---|
| Regular PSUs | Feb 12, 2024 | 53,388 | 37.5%–187.5% of target | 751,169 | 3-yr avg ROTCE rank vs KRX; TSR rank modifier | Vests May 12, 2027 (if ≥ threshold) |
| Regular RSUs | Feb 12, 2024 | 35,592 | n/a | 500,779 | Service-based | Cliff vests Mar 2, 2027 |
| Retention PSUs (RPSU) | Feb 12, 2024 | 20,534 | 37.5%–187.5% of target | 288,913 | Same metrics as PSUs | Vests May 12, 2029 (5-year) |
| Retention RSUs (RRSU) | Feb 12, 2024 | 13,689 | n/a | 192,604 | Service-based | Cliff vests Mar 2, 2029 |
Additional cash-based retention (RCUs): unvested special performance-based RCUs granted May 6, 2023 with $800,000 target for CFO; vests May 12, 2026, with a kicker of +5% (up to +25%) per $1 share price above $10.58 at vesting (if service met) .
PSU framework: 3-year regular PSU performance based on adjusted ROTCE vs KRX banks with TSR-rank modifier; payouts range 37.5%–187.5% of target. Special/retention PSU performance periods are five years with same framework .
Stock options: None granted to NEOs in 2024; options are not currently part of the program .
Equity Ownership & Alignment
| Item | Amount/Description |
|---|---|
| Beneficial ownership (Jan 31, 2025) | 73,747 FHN shares; no options exercisable within 60 days |
| Unvested RSUs at 12/31/2024 | 98,857 units; $1,990,980 year-end value at $20.14/sh |
| Unvested PSUs at 12/31/2024 (target) | 125,696 units; $2,531,517 value at $20.14/sh |
| PSU grants outstanding (target units) | 29,850 (2022–2024), 21,924 (2023–2025), 53,388 (2024–2026), 20,534 (2024–2028 retention) |
| Stock ownership guidelines | CEO: 6x salary; other NEOs: 2–3x salary; 50% net-after-tax retention (75% if not yet at guideline); hedging prohibited absent approval |
| Guideline status (2024 assessment) | All active NEOs except Ms. Dmuchowski exceeded guideline levels; all complied with retention. CFO hired late 2021; assessment stock price $15.64 |
| Insider trading/10b5‑1 | No Rule 10b5‑1 or non‑10b5‑1 arrangements adopted/modified/terminated by directors or executive officers in Q3 2025; company prohibits hedging by pre‑clearance persons |
Vesting schedule highlights (CFO, as of 12/31/2024):
- RSUs: 3/2/2025 (19,900), 3/2/2026 (14,616), 3/2/2027 (35,592), 12/5/2025 (7,530), 12/5/2026 (7,530), 3/2/2029 (13,689 retention) .
- PSUs: 5/12/2025 (2022 grant, subject to performance), 5/12/2026 (2023 grant), 5/12/2027 (2024 regular), 5/12/2029 (2024 retention) .
Administrative/tax features:
- Dividends accrue on RSUs/PSUs and pay only upon vest; awards forfeit dividends if forfeited. Shares are withheld automatically to cover taxes at vest; withheld shares are not re-used for grants .
Employment Terms
| CIC plan feature | Terms |
|---|---|
| Participation | CFO participates in Executive Change in Control Severance Plan |
| Trigger | Double-trigger (benefits only upon qualifying termination within 36 months post‑CIC) |
| Cash severance | 2.5x (base salary + “bonus amount”) for CFO |
| “Bonus amount” definition | Average actual annual cash bonus over prior 5 years, excluding highest and lowest years |
| Bonus treatment | Pro‑rated target bonus if employment terminates in connection with CIC |
| Equity treatment | PSUs paid at target if employment terminates; RSUs accelerate on termination; committee discretion to adjust/convert if employment continues post‑CIC |
| Tax gross‑up | None; benefits may be reduced to avoid excise tax within de minimis thresholds |
Potential dollar value of payments upon assumed termination at 12/31/2024 following a hypothetical CIC (CFO):
| Component | Amount ($) |
|---|---|
| Cash severance | 2,747,083 |
| Pro-rated bonus | 650,000 |
| Stock awards | 4,959,219 |
| Savings restoration | 36,722 |
| Health & welfare | 35,269 |
| Other | 25,000 |
| Tax gross-up | n/a |
| Total | 8,453,293 |
Other governance protections:
- Clawbacks: Restatement policy (no-fault recovery of erroneously awarded compensation), plus misconduct-based clawbacks; stock award clawback look-back is two years after vest .
Investment Implications
- Pay for performance alignment appears intact: CFO’s 2024 bonus reflects a 100% corporate outcome (rounded) and an above-target individual rating (108%) amid mixed operating results (PPNR slightly below budget; stronger NCO; weaker NPA); incentive design shifts to PTI for 2025 increase line-of-sight to bottom-line performance .
- Retention risk mitigants: layered equity with near- and long-dated vesting (through 2029), added targeted retention awards in 2024 ($500k split 60% RPSU/40% RRSU), and 2023 RCUs with a 2026 payout and price kicker—all build “stay” value during a critical transformation period .
- Potential selling pressure windows: scheduled RSU vests (e.g., Mar 2026/2027 and Mar 2029) and PSU vests (May 2025/2026/2027/2029), though tax withholding at vest often satisfies obligations without open-market selling; no 10b5‑1 plans were initiated in Q3’25 per company disclosure .
- Ownership alignment: CFO currently below guideline ownership level (given 2021 hire and stock price at assessment) but subject to 50%/75% retention requirements and hedging prohibitions; no pledging noted in ownership disclosures—reduces misalignment risk as equity accumulates .
- Change-in-control economics: double-trigger structure with a 2.5x multiple and no gross-up is shareholder-friendly; modeled CFO total CIC termination payout was ~$8.45m at 12/31/24, with equity the largest component, reinforcing stock-linked alignment .
- Execution lens: Management’s 2024 scorecard and 2025 shift to PTI emphasize core profitability and credit discipline; company-level TSR and ROTCE in 2024 were solid versus peers (TSR value $149.23 vs peer $130.96; ROTCE 10.99%), supporting the incentive architecture and investor support (97% say‑on‑pay in 2024) .