SecProbe.io

September 25, 2024
D. Bryan Jordan
Chairman of the Board, President and Chief Executive Officer
First Horizon Corporation
165 Madison Avenue
Memphis, TN 38103
Re:First Horizon Corporation
Definitive Proxy Statement on Schedule 14A
Filed March 11, 2024
File No. 001-15185
Dear D. Bryan Jordan:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment(s).
            Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below. If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 93
1.We note your disclosure under your pay versus performance table that the amounts shown
for your Company-Selected Measure, A-ROTCE, are shown as averages for the three-year
performance period ended with the relevant fiscal year. In future filings, please ensure
that the quantified performance information regarding your Company-Selected Measure is
not measured over a multi-year period. Refer to Item 402(v)(2)(vi) of Regulation S-K
and Regulation S-K Compliance and Disclosure Interpretation 128D.11. For example, if,
in your assessment, A-ROTCE represents the most important financial performance
measure used to link compensation actually paid to your named executive officers, for the
most recently completed fiscal year, to company performance, please present the A-
ROTCE results on a single-year basis for each individual year presented in your pay
versus performance table, even if you use the measure as part of a multi-year
compensation program.

September 25, 2024
Page 2
2.We note that your Company-Selected Measure, A-ROTCE, is not a financial measure
under generally accepted accounting principles. While Company-Selected Measure
disclosure is not subject to Regulation G or Item 10(e) of Regulation S-K, for a non-
GAAP Company-Selected Measure, you must disclose how it is calculated from your
audited financial statements. It is not clear from your disclosure on page 94 how this
number is calculated from your audited financial statements. We note in this regard your
reference to “certain other amounts” when describing the calculation of “Tangible” equity
in your A-ROTCE definition. Your tabular and related presentation should show the
quantified performance for the same measure selected as your Company-Selected
Measure for each covered fiscal year, using not only the same name, but also the same
calculation method. Quantified performance derived using different adjustments from
those used in the most recent fiscal year may not satisfy this requirement. Please tell us
and revise future disclosure to explain how the measure is calculated from your audited
financial statements. Note that incorporation by reference to disclosure in separate filings
will not satisfy this disclosure requirement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Laura Nicholson at 202-551-3584 or Amanda Ravitz at 202-551-3412 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program