John C. Compton
FIRST HORIZONAbout John C. Compton
Independent director of First Horizon Corporation (FHN) since 2011; age 63; Partner at Clayton, Dubilier & Rice (CD&R). Former President of PepsiCo and CEO of Pilot Flying J, with extensive leadership in operations, marketing, and governance across public companies; serves on FHN’s Executive, Risk, and chairs Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clayton, Dubilier & Rice | Partner (prior Operating Advisor/consultant) | Partner since 2015; advisor prior to 2015 | Private equity operational leadership; governance and strategic oversight |
| PepsiCo Inc. | President; CEO PepsiCo Americas Foods; President & CEO Quaker/Tropicana/Gatorade; CEO PepsiCo North America | 29 years through Sep 2012 | Led major global divisions; deep experience in sales, marketing, operations, digital innovation |
| Pilot Flying J | Chief Executive Officer | Until Feb 2013 | Oversaw national travel center operations; transformation leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| US Foods Holding Corp. | Director (prior) | 2015–2018 | Prior public company board service |
| Pepsi Bottling Group | Director (prior) | 2008–2010 | Prior public company board service |
| Various non-profits | Board member | Ongoing | Serves on boards of two non-profit organizations |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Board determined Compton and all 13 current non-employee directors are independent under NYSE standards . |
| Committees | Executive (member), Risk (member), Nominating & Corporate Governance (chair) . |
| Attendance | Board/committee average attendance >96%; no incumbent director <75% in 2024 . |
| Engagement | Compton, Maples, and Reed met with a >5% institutional shareholder in 2024 on governance, results, and risk . |
| Executive sessions | Independent directors meet in executive session at each regular Board meeting; presided by Lead Director . |
| Board limits | Revised guideline limits directors to ≤4 public company boards (incl. FHN) . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash (2024) | $27,500 | Compton elected significant equity in lieu of cash (see RSUs). |
| Stock Awards (2024) | $279,987 | RSUs; grant-date fair value (ASC 718). |
| Total (2024) | $307,487 | Director program excludes non-employee cash incentives. |
| Standard Annual Director Rates (2024–2025 cycle) | Base cash $90,000; Base RSU $140,000; Lead Director $50,000; Outside Chair $125,000; Audit Chair $40,000; Other Committee Chair $35,000; Non-chair Audit/Exec/Risk $15,000; Non-chair Comp/NCG/IT $10,000 | Directors may elect RSUs instead of cash retainers . |
Performance Compensation
Directors do not receive performance-based cash incentives; RSU awards are time-based and vest annually.
| Equity Vesting Activity (2024) | Amount |
|---|---|
| RSUs vested (shares) | 6,955 |
| Value realized on vesting | $107,872 |
| Option exercises | None (no director stock options outstanding) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for Compton . |
| Prior public company boards | US Foods Holding Corp. (2015–2018); Pepsi Bottling Group (2008–2010) . |
| Compensation Committee interlocks | Company reported no interlocking relationships among Compensation Committee members in 2024 . |
| Nominees on >2 other public boards | None; policy enforced . |
Expertise & Qualifications
- Public company leadership (PepsiCo President; Pilot Flying J CEO); operational depth in sales/marketing/operations/digital innovation; governance credentials through prior board service .
- Committee leadership: chairs Nominating & Corporate Governance; risk oversight experience via Risk Committee membership .
- Shareholder engagement participation signals active governance involvement .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Beneficial ownership (common) | 149,198 shares | Sole voting/investment power unless noted in table notes . |
| Ownership % of outstanding | ~0.029% (149,198 / 514,158,234) | No individual director >1% . |
| Unvested RSUs at 12/31/2024 | 18,829 units; MV $379,216 | Vested on April 22, 2025 . |
| Stock options | None outstanding . | |
| Hedging/Pledging | Hedging prohibited for directors absent CEO/GC approval (none granted); pre-clearance required for derivative/short positions . | |
| Related-party banking/fees | Ordinary-course services used by Compton: treasury management products, safe deposit box, currency exchange; sponsorships/charitable contributions to affiliated orgs within categorical immateriality standards . |
Governance Assessment
- Strengths: Independent status; chairs NCG with robust evaluation processes (annual Board/committee self-evals; individual director assessments; periodic third-party reviews), and active shareholder engagement—positive for board effectiveness and investor confidence . Risk oversight via membership on Risk Committee aligns with banking regulatory expectations and provides visibility into enterprise risk (including AI/cybersecurity) .
- Alignment: High equity mix in director pay (2024 stock awards $279,987 vs. cash $27,500), ongoing RSU holdings, and anti-hedging policy support skin-in-the-game and pay-for-governance alignment .
- Conflicts monitor: CD&R affiliation implies potential exposure to portfolio-company interactions; FHN’s Related Party Transaction procedures and categorical immateriality standards, plus disclosure of ordinary-course services/contributions, mitigate conflict risk and preserve independence determinations .
- RED FLAGS: None disclosed related to attendance, hedging/pledging, or related-party transactions beyond ordinary-course and categorical standards . Say-on-pay approval was strong (97%), signaling broad shareholder support for compensation governance framework .
Overall, Compton exhibits strong governance credentials with committee leadership in nominations/governance and direct involvement in shareholder engagement, complemented by risk oversight and equity-aligned compensation—supportive of board effectiveness and investor confidence .