Sital K. Mody
FIRST HORIZONAbout Sital K. Mody
Sital K. Mody, age 54, was elected as an independent director of First Horizon Corporation and First Horizon Bank on October 27, 2025. He serves as President of Kinder Morgan, Inc.’s Natural Gas Pipelines Group and a Vice President at KMI, with prior leadership roles including President of KMI’s Midstream Group (2018–2023). He holds a BBA in Accounting from the University of Texas at Austin and an MBA from the University of Houston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kinder Morgan, Inc. (KMI) | President, Natural Gas Pipelines Group; Vice President | 2023–present | Leads commercial and operational activities; operational excellence and environmental stewardship emphasized |
| Kinder Morgan, Inc. | President, Midstream Group | 2018–2023 | Oversaw strategic and operational initiatives |
| El Paso Corporation (acquired by KMI in 2012) | Various roles of increasing responsibility | 2001–2012 | Energy infrastructure operations and integration experience |
| Deloitte; Tenneco Inc.; The Coca-Cola Company | Various roles | 1992–2001 | Early-career finance/operations foundation |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Kinder Morgan, Inc. | President, Natural Gas Pipelines Group; Vice President | Public | Large-cap energy infrastructure; public company executive experience |
Board Governance
- Election and independence: Elected effective October 27, 2025; announced as an independent director .
- Committee assignments (FHN Board): Nominating and Corporate Governance; Compensation .
| Committee | Member | Chair | Effective Date |
|---|---|---|---|
| Nominating and Corporate Governance | Yes | No | Oct 27, 2025 |
| Compensation | Yes | No | Oct 27, 2025 |
- Board/committee attendance: Board-wide average attendance in 2024 exceeded 96%; no incumbent director under 75% attendance (Mody joined after 2024 and is not included) .
- Executive sessions: Independent directors meet in executive session generally at each regular Board meeting .
Fixed Compensation
FHN’s non-employee director pay program (2024–2025 cycle) consists of a base cash retainer, an annual RSU retainer, and additional cash retainers for committee service.
| Component | Annual Amount | Applicability to Mody |
|---|---|---|
| Base Retainer – cash | $90,000 | Eligible |
| Base Retainer – RSUs (time-vested) | $140,000 | Eligible (grants typically post-annual meeting; new director awards may be prorated per policy references) |
| Non-chair service – Compensation Committee | $10,000 | Member |
| Non-chair service – Nominating & Corporate Governance Committee | $10,000 | Member |
Reference materials for director compensation policy and benefits are incorporated by FHN’s 8-K, pointing to the 2025 Proxy’s Director Compensation section, the Director Compensation Policy (Exhibit 10.1 to Q2 2024 10-Q), and legacy director arrangements (Exhibit 10.8(b) to 2020 10-K) .
Performance Compensation
| Item | Details |
|---|---|
| Cash incentives | Non-employee directors do not receive cash incentives |
| Equity performance metrics | Director RSUs are time-based annual grants; no performance-based equity for directors disclosed |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Mody; he is a public company executive at KMI (not described as a director) .
- Compensation Committee interlocks: No interlocking relationships disclosed in FHN committee reports; Mody’s appointment to Compensation Committee occurred in October 2025 (post the 2024 disclosure period) .
Expertise & Qualifications
- Operational leadership and strategic planning across large, complex energy infrastructure businesses .
- Finance and accounting, human capital management, and environmental stewardship experience cited by FHN leadership .
- Academic credentials: BBA (Accounting) – University of Texas at Austin; MBA – University of Houston .
Equity Ownership
| Security | Amount Beneficially Owned | Ownership Form |
|---|---|---|
| Common Stock | 0 | Direct (D) |
- Initial filing: Form 3 filed October 27, 2025, indicating no non-derivative common shares at appointment .
- Outstanding director equity awards: Annual RSU grants are typical for FHN directors; awards for Mody will follow eligibility timing and policy; 2024 director RSUs vested on April 22, 2025 for incumbents, illustrating time-based vesting cadence .
Governance Assessment
- Independence and committee placement: Appointment as an independent director with roles on Nominating & Corporate Governance and Compensation aligns with his strategic, operational, and governance background; no chair roles at appointment reduce immediate concentration of influence .
- Alignment mechanisms: Annual RSU retainer and director stock ownership guidelines support “skin-in-the-game” alignment, though Mody’s initial Form 3 shows zero shares at appointment; expected RSU participation will establish baseline ownership over time .
- Related-party/ordinary-course transactions: FHN discloses ordinary-course banking/financial services with directors and affiliates on market terms; no Mody-specific related-party transactions are disclosed at appointment .
- Risk/RED FLAGS monitoring:
- Hedging policy: Prohibits hedging by directors without approval; no approvals to date—supports alignment and mitigates risk of misaligned hedging .
- Pledging: No pledging disclosed for Mody; FHN disclosed historical pledging for a different director in prior year—ongoing monitoring warranted .
- Committee interlocks and conflicts: None disclosed involving Mody; continued surveillance appropriate given his executive role at KMI and potential for ordinary-course relationships .
Overall signal: Appointment strengthens Board operational and strategic depth without disclosed conflicts; compensation and ownership policies should build alignment as RSU grants vest. Continued review of ordinary-course transactions and any future pledging or hedging remains prudent .