Rick E. Maples
FIRST HORIZONAbout Rick E. Maples
Rick E. Maples is an independent director of First Horizon Corporation (FHN) and chair of the Board’s Compensation Committee. He retired after 31 years at Stifel Nicolaus, culminating as Co‑Head of Global Investment Banking at KBW following Stifel’s acquisition, and later served as Senior Advisor to Stifel Financial (2016–2018). Age 66; independent director since 2020 (approximately 5 years of board service) . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stifel, Nicolaus & Company | Joined firm; Head of Investment Banking (from 1991) | 1984–2015 | Led IB; corporate finance/M&A expertise |
| Stifel Financial (after acquiring Legg Mason Capital Markets) | Co‑Head of Investment Banking | 2005–2015 | Combined bank IB leadership |
| Keefe, Bruyette & Woods (acquired by Stifel) | EVP & Co‑Head of Global Investment Banking (KBW) | From 2013 | Led financial services IB platform |
| Stifel Financial Corp. | Senior Advisor | 2016–2018 | Post‑retirement advisory |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| IBERIABANK Corporation | Director (public) | 2016–2020 | Prior public company board service |
Board Governance
- Committee assignments: Compensation (Chair), Executive, Risk .
- Independence: Board determined Maples is independent under NYSE listing standards .
- Attendance: In 2024, average Board and committee attendance exceeded 96%; no incumbent director attended fewer than 75% of applicable meetings .
- Shareholder engagement: In 2024, Maples participated (with two other non‑employee directors) in engagement with a >5% shareholder covering governance, performance, and risk topics .
- Executive sessions: Independent directors meet in executive session generally at each regular Board meeting; all four 2024 Board meetings concluded with an executive session .
Fixed Compensation
| Component | Structure/Rate | Maples 2024 Actual |
|---|---|---|
| Base cash retainer | $90,000 annually | $0 (elected equity in lieu of cash per director program) |
| Base RSU retainer | $140,000 annually | Included in stock awards |
| Committee chair fee (Compensation) | $35,000 cash | Reflected via equity election; $0 cash |
| Other committee membership fees | $10,000–$15,000 cash (per committee, per program) | Reflected via equity election; $0 cash |
| Total stock awards (grant‑date fair value) | Annual RSUs granted late April/early May | $279,987 |
| All other comp | — | $0 |
| Total | — | $279,987 |
Notes:
- Directors may elect to receive retainer amounts in RSUs instead of cash; Maples’ $0 cash and $279,987 stock awards indicate full equity election for 2024–2025 pay cycle .
Performance Compensation
Directors do not receive performance‑based cash incentives; non‑equity incentive compensation is $0. Director equity is service‑based RSUs with scheduled vesting.
| Item | Detail | Amount/Timing |
|---|---|---|
| Non‑equity incentive plan comp | Not provided to non‑employee directors | $0 |
| Option awards | None outstanding | — |
| RSUs granted (calendar 2024) | Annual director RSUs (grant‑date value) | $279,987 |
| RSUs unvested at 12/31/2024 | Units outstanding | 18,829 RSUs (market value $379,216 at $20.14/sh) |
| RSU vesting schedule | Time‑based; next vest | April 22, 2025 |
| Stock awards vested in 2024 | Units and value realized | 13,226 units; $205,135 |
| Performance metrics tied to director awards | Not applicable (service‑based RSUs) | — |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed beyond FHN |
| Prior public company boards | IBERIABANK Corporation (2016–2020) |
| Compensation Committee interlocks | None; no interlocking relationships for 2024 Compensation Committee |
Expertise & Qualifications
- Corporate finance and strategic decision‑making with focus on financial services; deep experience across finance/accounting, securities markets, corporate governance, M&A, and risk assessment .
- Digital innovation/fintech familiarity and executive compensation/human capital oversight experience through public company board service .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 108,217 shares (sole voting/investment unless noted in table) |
| Shares outstanding (record date for 2025 meeting) | 514,158,234 |
| Ownership as % of shares outstanding | ~0.021% (108,217 / 514,158,234) |
| Unvested director RSUs at 12/31/2024 | 18,829 units (service‑based) |
| Hedging/pledging policy | Hedging prohibited for directors without pre‑approval; to date, no approvals granted |
| Director stock ownership guidelines | Company discloses guidelines for directors (details on website) |
Governance Assessment
Positive indicators:
- Independent director; chairs Compensation Committee; serves on Executive and Risk Committees—positions that influence pay governance and risk oversight .
- Compensation Committee uses an independent advisor (Meridian); Committee assessed adviser independence and found no conflicts .
- Annual review of incentive compensation risk; 2024 plan assessment concluded low residual risk and appropriate consequences for exceptions .
- Robust clawback policies and recovery provisions; policies publicly available .
- Strong say‑on‑pay support (97% FOR at 2024 meeting), indicating shareholder alignment on executive pay programs .
- Active shareholder engagement by directors including Maples with a >5% holder in 2024 .
Potential risks/monitoring areas:
- Ordinary‑course credit relationships exist between the bank and several directors, including Maples; transactions made on market terms, within policy, without unfavorable features (monitor for changes) .
- Combined CEO/Chair structure mitigated by independent Lead Director and routine executive sessions; continue to monitor effectiveness of independent board leadership .
Related-Party Exposure
- The company provides ordinary‑course banking services (including loans/credit lines) to directors and affiliated entities. For Maples, such extensions of credit were made in the ordinary course, on substantially the same terms as to non‑affiliates, and without abnormal risk or unfavorable features; these are reviewed under formal related‑party procedures overseen by the Audit Committee .
Compensation Committee Analysis (Chair: Rick E. Maples)
- Authority includes setting CEO goals, evaluating CEO performance, setting CEO and executive compensation, and overseeing compensation risk and regulatory compliance .
- 2024 operations: five meetings (two with executive session); continues to engage Meridian as independent advisor with formal independence/conflict assessment .
- Company maintains clawback policies and aligns pay with performance using TSR and financial metrics in executive plans (context for committee oversight) .
Director Compensation Program Reference (for context)
| Item | Annual Amount |
|---|---|
| Base retainer – cash | $90,000 |
| Base retainer – RSUs | $140,000 |
| Lead Director | $50,000 |
| Outside Chair of the Board | $125,000 |
| Committee Chair – Audit | $40,000 |
| Committee Chair – other committees | $35,000 |
| Non‑Chair service – Audit/Executive/Risk | $15,000 |
| Non‑Chair service – Compensation/NCG/IT | $10,000 |
RED FLAGS
- None material disclosed specific to Maples. Ordinary‑course director banking relationships exist but are governed by policy and presented as market‑standard .
Overall: Maples brings deep financial services investment banking experience and serves as a key governance leader as Compensation Committee Chair. His compensation is equity‑heavy (full RSU election in 2024), aligning directly with shareholders. Related‑party exposure is limited to ordinary‑course banking under robust oversight.
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