J. Michael Kemp
FIRST HORIZONAbout J. Michael Kemp
Independent director of First Horizon Corporation since 2020; age 54. Founder and CEO of Kemp Management Solutions (KMS), a Birmingham-based program management and consulting firm, with 30 years in construction and more than $6.8 billion of projects managed/built. Current board committee assignments: Audit, Information Technology, and Nominating & Corporate Governance. Identified expertise includes environmental/sustainability project consulting, finance/operations, information technology/cybersecurity, risk management, and public company governance exposure via prior IBKC board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBERIABANK Corporation (IBKC) | Director | 2019–2020 | Joined FHN board at 2020 merger close; continuity across integration period |
External Roles
- Serves on boards of several non-profit organizations (company does not list specific entities).
Board Governance
- Independence status: Board determined all 13 current non-employee directors, including Kemp, are independent under NYSE standards; key committees (Audit, Compensation, Nominating & Corporate Governance) are 100% independent.
- Committee assignments: Audit; Information Technology; Nominating & Corporate Governance (not a chair).
- Attendance: Incumbent directors’ average Board/committee attendance exceeded 96% in 2024; no incumbent director <75%. Executive sessions generally at each regular Board meeting.
- Lead Independent Director: Colin V. Reed; presides over executive sessions and supports agenda-setting and information flow.
- Director time commitment policy: Revised guidelines limit service to four or fewer public company boards (including FHN).
- Majority voting with resignation policy for unelected directors; one-year terms; mandatory retirement age 72 (waivable annually up to three terms).
Fixed Compensation
| Component | Structure / Rate | Notes |
|---|---|---|
| Base cash retainer | $90,000 per year | Paid quarterly; directors may elect RSUs instead of cash for retainers |
| Additional cash retainers | Lead director $50,000; Outside Chair $125,000; Audit chair $40,000; Other committee chair $35,000; Non-chair service (Audit/Exec/Risk) $15,000; Non-chair service (Comp/NCG/IT) $10,000 | One additional retainer if serving on both Executive & Risk |
| Kemp – Cash paid (2024) | $92,813 | Reflects election mix; directors can take retainers in RSUs, lowering cash |
Performance Compensation
| Equity | Granting practice | 2024 value | Vesting / Units |
|---|---|---|---|
| Annual RSU retainer (directors) | Granted late Apr/early May; service-based vesting; no options currently granted | Kemp stock awards grant-date fair value: $171,243 | Kemp unvested RSUs at 12/31/24: 11,516; vest on Apr 22, 2025; market value $231,932 (at $20.14/share) |
- No director PSUs or option awards outstanding; prior director options programs ended, last option for a current director expired Jan 2024.
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| IBERIABANK Corporation | Public (pre-merger) | Director | Predecessor bank; merged with FHN in 2020 |
- Company reports director nominees are not on more than two other public company boards; Kemp’s current public company directorships beyond FHN not disclosed.
Expertise & Qualifications
- General management across finance, operations, human capital; environmental/sustainability consulting; information technology/cybersecurity; risk management; governance experience from public company board service; Birmingham market knowledge.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| J. Michael Kemp, Sr. | 51,157 | ~0.00995% (51,157 / 514,158,234) | FHN common shares outstanding at record date: 514,158,234 |
| Equity Breakdown | Units / Shares | Vesting / Value |
|---|---|---|
| Unvested RSUs | 11,516 | Market value $231,932 at $20.14/share; vest Apr 22, 2025 |
| RSUs vested in 2024 | 6,955 | Value realized upon vesting $107,872 (incl. dividend equivalents) |
- Stock ownership guidelines: All NEOs and directors must retain 50% of net after-tax shares received from stock awards (75% if below minimum guideline); hedging of company stock prohibited absent special approval (none granted).
Related-Party & Conflicts Review
- Normal-course banking/financial services provided to directors (e.g., loans, letters of credit, etc.) including Kemp; made on substantially same terms as non-affiliated persons, consistent with Regulation O, Sections 23A/23B, and not on non-accrual.
- Payments in ordinary course: membership dues (Kemp) and charitable contributions to organizations with which Kemp is affiliated; reviewed under categorical standards (immaterial within thresholds).
- Procedure: Audit Committee approval/ratification for related party transactions; framework considers fairness, independence, and conflicts.
Governance Assessment
- Strengths: Independent director; multi-committee service (Audit, IT, NCG) enhances board effectiveness; strong attendance culture (>96% average); director compensation includes meaningful equity with service-based vesting supporting ownership alignment; robust anti-hedging and stock retention guidelines; 100% independence on key committees.
- Potential red flags and mitigants:
- Normal-course loans and organizational affiliations (dues/charitable) present perception risk; mitigated by categorical standards, ordinary-course terms, and Audit Committee oversight.
- Combined CEO/Chair structure may concern some investors; presence of a strong Lead Independent Director (Reed) and regular executive sessions provide counterbalance.
- Shareholder signals: Prior say-on-pay support strong (97% FOR in 2024), indicating broad investor confidence in compensation governance.