Velia Carboni
FIRST HORIZONAbout Velia Carboni
Velia M. Carboni, age 55, is an independent director of First Horizon Corporation (FHN) since 2023. She serves on the Audit Committee and the Information Technology Committee. Carboni is Chief Information Officer at SharkNinja, Inc.; previously EVP & Chief Digital and Technology Officer at VF Corporation and spent 20+ years at Fidelity Investments in digital, mobile and emerging platforms. Her core credentials are in digital innovation, information technology/cybersecurity, data analytics, risk management and human capital leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SharkNinja, Inc. | Chief Information Officer | 2024–present | Leads global end‑to‑end technology; leverages AI to optimize processes; supports IoT initiatives |
| VF Corporation | EVP & Chief Digital and Technology Officer | 2018–Apr 2024 | Integrated digital across business; led digital strategies; oversaw analytics |
| Fidelity Investments | Senior Vice President, Mobile & Emerging Platforms (Personal Investing/Retail) | 20+ years, ended 2018 | Led mobile/emerging platforms; senior leadership across digital initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Forbes Technology Council | Member | Not disclosed | Industry council membership |
Board Governance
- Independence: The Board determined Carboni is independent under NYSE standards; all Audit, Compensation, and Nominating & Corporate Governance committee members are independent .
- Committees: Audit (member), Information Technology (member); not a chair; Audit financial experts are Barton, Davidson, Palmer (Carboni not designated) .
- Attendance/Engagement: Board/committee average attendance >96% in 2024; no incumbent director <75% attendance; executive sessions held at each regular Board meeting .
- Risk oversight context: Board Risk Committee provides enterprise risk oversight; Carboni’s IT committee role supports technology and cyber oversight interface; Audit receives cybersecurity reports via IT Audit .
Fixed Compensation
Annual director compensation structure and Carboni’s actual pay:
| Item | 2023–2024 Cycle | 2024–2025 Cycle |
|---|---|---|
| Base Retainer – cash | $80,000 | $90,000 |
| Base Retainer – RSU | $122,000 | $140,000 |
| Lead Director (cash) | $50,000 | $50,000 |
| Chair – Audit (cash) | $32,000 | $40,000 |
| Chair – other committee (cash) | $20,000 | $35,000 |
| Non‑Chair Service – Audit/Exec/Risk (cash) | $10,000 | $15,000 |
| Non‑Chair Service – Comp/NCG/IT (cash) | $10,000 | $10,000 |
| Velia Carboni – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $2,500 | $2,500 |
| Stock Awards ($, grant-date FV) | $98,562 | $254,991 |
| All Other Compensation ($) | $0 | $0 |
| Total ($) | $101,062 | $257,491 |
| Notes | Directors may elect RSUs in lieu of cash retainers | Directors may elect RSUs in lieu of cash retainers |
Performance Compensation
Directors do not receive performance-based cash bonuses; equity grants are time/service‑vested RSUs.
| Metric | 2023 | 2024 |
|---|---|---|
| RSUs vested (units) | — (none vested for Carboni in 2023) | 9,369 units |
| Value realized on vesting ($) | — | $168,455 |
| RSUs outstanding at YE (units) | 9,369 units | 17,148 units |
| RSUs outstanding at YE (market value $) | $132,665 (at $14.16/sh) | $345,361 (at $20.14/sh) |
| Vesting schedule detail | Carboni’s 2023 RSUs vest one year after grant | Director RSUs vest April 22, 2025 |
| Performance metrics tied to director equity | None; RSUs are service‑based (no PSU component for directors) |
Other Directorships & Interlocks
| Company | Role | Type | Status |
|---|---|---|---|
| None disclosed | — | Public company board | — |
No related‑party transactions requiring Item 404(a) disclosure are reported for Carboni; the Audit Committee maintains procedures for related‑party transactions, and ordinary banking services may be provided on market terms to directors and affiliates without impairing independence .
Expertise & Qualifications
- Digital innovation, customer experience, data analytics, and information technology/cybersecurity leadership .
- Risk management, compliance, finance/accounting exposure from senior policy roles at VF and Fidelity .
- Human capital management and strategic planning experience at large enterprises .
- Skills matrix indicates IT/cybersecurity, digital innovation/fintech, strategic planning, risk management, human capital management .
Equity Ownership
| Item | 2023 | 2025 (as of Jan 31) |
|---|---|---|
| Beneficial ownership (shares) | None reported in table | 26,517 shares |
| Unvested RSUs at YE (units) | 9,369 units | 17,148 units at YE 2024; vests Apr 22, 2025 |
| Shares pledged as collateral | None disclosed for Carboni (pledging disclosed only for Fenstermaker) |
Policies reinforcing alignment:
- Anti‑hedging: Hedging of FHN/Bank stock is prohibited for directors unless specially approved; no approvals granted to date .
- Director equity program: Annual RSU retainer; directors can elect RSUs in lieu of cash, increasing equity alignment .
Governance Assessment
- Strengths: Independent director with deep digital/IT and cybersecurity expertise; Audit Committee membership enhances financial oversight; strong attendance culture (>96% average); director equity emphasis (RSU retainer and election feature) supports alignment; anti‑hedging policy in place .
- Watch items: Board leadership remains combined CEO/Chairman (counterbalanced by Lead Independent Director); director pay levels increased for the 2024–2025 cycle (cash and RSU portions and chair fees), though disclosed as peer‑benchmarked; Carboni is not designated an Audit Committee Financial Expert (committee has three experts) .
- Conflicts/Related‑party exposure: No Item 404 related‑party transactions disclosed for Carboni; related party approvals are governed by Audit Committee procedures; ordinary‑course banking services are considered under categorical independence standards .
RED FLAGS: None specific to Carboni identified in the proxy (no pledging, no hedging approvals, no low‑attendance concerns, no related‑party transactions triggering disclosure) .