Vicki R. Palmer - Director | FIRST HORIZON (FHN) Executive Profile & Compensation

About Vicki R. Palmer

Vicki R. Palmer is an independent director of First Horizon Corporation (FHN), serving since 1993, age 71, and President of The Palmer Group, LLC (Atlanta), a general consulting firm . She is the Audit Committee Chair and an SEC-defined audit committee financial expert; her education includes a B.A. in economics and business administration (Rhodes College) and an M.B.A. in finance (The University of Memphis) . Her prior executive roles span FedEx, The Coca-Cola Company, and Coca-Cola Enterprises with responsibility for treasury, pensions, internal audit, risk management, and enterprise risk .

Past Roles

Organization	Role	Tenure	Committees/Impact
First Horizon Bank	Commercial Loan Officer	Not disclosed	Credit evaluation training and daily analysis of corporate clients’ financial statements
FedEx Corporation	Manager, Corporate Finance	From 1978	Debt financing, cash management, pension asset management
The Coca-Cola Company	Manager, Pension Investments	From 1983	Responsible for worldwide pension assets
Coca-Cola Enterprises Inc. (CCE)	Senior Vice President, Treasurer & Special Assistant to the CEO	Until 2004	Managed $12B multi-currency debt portfolio, $2.5B pension/401(k) investments, FX, global cash management, banking relationships; member of Financial Reporting Committee
Coca-Cola Enterprises Inc. (CCE)	Executive Vice President, Financial Services & Administration	2004–2009	Oversaw treasury, pensions/retirement, asset management, internal audit, risk management; member of Risk Committee (derivatives policy/controls), Senior Executive Committee; ERM oversight

External Roles

Organization	Role	Tenure	Committees/Impact
Haverty Furniture Companies Inc.	Director; Audit Committee Chair	Since 2001	Board determined she is an audit committee financial expert
Various non-profits	Director/Trustee	Not disclosed	Serves on several non-profit boards

Board Governance

Committee assignments (FHN): Audit (Chair), Compensation, Executive, Risk .
Independence: Board determined Palmer meets NYSE independence and Section 10A(m)(3) SEC requirements; identified as an audit committee financial expert .
Attendance/engagement: Average incumbent director attendance exceeded 96% in 2024; no incumbent director attended fewer than 75% of meetings; Board (4) and committee (45) meetings held in 2024; executive sessions generally at each regular Board meeting .
Retirement policy: Mandatory retirement age 72 for non-employee directors; Board may waive annually for up to three additional terms; Palmer is age 71 .
Time commitments: Directors limited to four or fewer public company boards (including FHN) as of 2024; no nominees on more than two other public company boards .

Fixed Compensation

Component (2024)	Amount ($)	Notes
Fees Earned or Paid in Cash	146,750	2024 director cash fees
Stock Awards (RSUs; grant date fair value)	139,986	Annual RSU retainer; grant-date accounting value
Change in Non-qualified Deferred Compensation Earnings	19,985	Above-market interest under legacy plan (1985–1995 deferrals)
All Other Compensation	—	Not disclosed for Palmer (others may have charitable matching/region board fees)
Total	306,721	Sum of reported components

Annual director compensation rates (cycle starting April 2024):

Item	Annual Amount
Base Retainer – cash portion	90,000
Base Retainer – RSU portion	140,000
Additional Retainers (cash) – Lead Director	50,000
Additional Retainers (cash) – Outside Chairman	125,000
Additional Retainers (cash) – Audit Chair	40,000
Additional Retainers (cash) – Other Committee Chair	35,000
Additional Retainers (cash) – Non-chair service (Audit, Executive, Risk)	15,000
Additional Retainers (cash) – Non-chair service (Compensation, NCG, IT)	10,000

Director programs: Non-employee directors receive a cash retainer and an annual RSU grant; may elect to receive retainers as additional RSUs; legacy nonqualified deferred compensation accounts (1985–1995) earn above-market interest—Palmer is the only active participant; 2024 rate 12.04%, 2025 rate 12.25%, set at seven points above a benchmark rate; above-market returns can be largely forfeited upon early Board departure .
No director cash incentives are paid .

Performance Compensation

Directors do not receive performance-based cash incentives; director equity is service-vested RSUs (not PSUs); dividends are not paid until vesting and failure to vest results in no dividends (company-wide practice) .
Outstanding RSUs and vesting: | Award | Status at 12/31/2024 | Vest Date | Units | Market Value ($) | |---|---|---|---:|---:| | Annual RSU award | Unvested | April 22, 2025 | 9,414 | 189,598 |

Other Directorships & Interlocks

Current public company board: Haverty Furniture Companies Inc. (audit chair; ACFE) .
Compensation Committee interlocks: No interlocking relationships existed for any Compensation Committee members in 2024 (Palmer served on the Committee) .
Board service limits: FHN guideline caps at four public company boards; no nominees serve on more than two other public company boards .

Expertise & Qualifications

Audit/finance expertise: SEC audit committee financial expert; deep experience across treasury, debt portfolio management, pensions, internal controls, risk assessment, and financial reporting oversight at CCE .
Risk management: Member of CCE Risk Committee (hedging/derivatives policies); ERM oversight and Senior Executive Committee participation; current Risk Committee membership at FHN .
Education: B.A. (economics & business administration), Rhodes College; M.B.A. (finance), University of Memphis .
Technology/cyber: Board skills matrix indicates broad risk and governance capabilities; audit chair role entails oversight of internal audit and IT audit reporting .

Equity Ownership

Metric	Value
Beneficial ownership (shares)	105,064
Shares outstanding (record date)	514,158,234
Ownership as % of shares outstanding	~0.020% (105,064 / 514,158,234)
Unvested RSUs at 12/31/2024	9,414 units; $189,598 market value
Hedging policy	Prohibits hedging by directors unless specially approved; no approvals to date
Stock ownership guidelines	Directors and NEOs must retain 50% of net after-tax shares from awards (75% if minimum ownership not met); anti-hedging policy supports alignment

Governance Assessment

Board effectiveness: Palmer’s long-tenured independence, audit chair leadership, and ACFE designation strengthen oversight of financial reporting, internal controls, and compliance; Audit Committee met 12 times in 2024 with executive sessions, reflecting robust engagement .
Alignment and incentives: Director pay mixes cash retainers with annual RSUs and committee fees; RSUs and retention/ownership policies enhance alignment; no performance-linked director pay reduces risk of target gaming .
Potential conflicts/related-party exposure: FHN discloses ordinary-course lending/financial services relationships with directors/families/affiliates on bank terms with no unfavorable features; the Audit Committee pre-approves/monitors related-party transactions under formal procedures; no Palmer-specific related-party transaction is disclosed in categories listed .
RED FLAGS:
- Legacy above-market deferred compensation: Palmer is the only active participant in a discontinued plan earning above-market interest (12.04% in 2024; 12.25% in 2025), which can be a shareholder-sensitivity issue despite legacy status and forfeiture conditions .
- Retirement/tenure: Mandatory retirement at 72 with potential annual waivers; Palmer is 71, implying near-term board transition or waiver considerations that investors should monitor for refreshment and independence optics .
Shareholder sentiment: Say-on-pay (executive) support at 97% in 2024 suggests broad confidence in compensation governance, indirectly supportive of overall board credibility .
Overall: Palmer’s audit and risk credentials, independence, and attendance underpin board oversight quality; watchpoints include legacy above-market deferred comp optics and forthcoming retirement policy threshold.