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HSBC’s remuneration for independent board members has risen by nearly £1mn, even as they face escalating censure concerning the quest to replace Sir Mark Tucker after his premature exit rendered the chairmanship unoccupied for several months.
Europe’s foremost financial institution disbursed £6.3mn in compensation and perks to non-executive directors in 2025, marking a 16% surge from the preceding year, after HSBC adjusted pay upwards to mirror the extent of commitment and effort board members devote to the institution.
This hike in remuneration occurs during an inopportune period for the board, responsible for supervising a disorderly seven-month quest to locate a successor for Tucker. The undertaking — characterized by internal disputes over the preferred qualities of the optimal contender and which assessed figures like former chancellor George Osborne and erstwhile Goldman Sachs banker Kevin Sneader — culminated in December with the naming of provisional chair Brendan Nelson to the permanent position.
This choice astonished the financial sector and its workforce considering Nelson’s limited background in Asia; historically regarded as a critical impediment for a bank that derives the majority of its earnings from that area. Nelson had also previously indicated hesitation to complete a full mandate.
Ann Godbehere, the principal independent director who spearheaded the quest, witnessed her remuneration nearly double in the past year to £737,000, as per the financial institution’s yearly statement published on Wednesday. This sum encompassed a raise in payment for her involvement in multiple corporate committees at the bank, such as compensation and oversight.
Godbehere, who became part of HSBC’s directorate in 2023, stepped down in December soon after Nelson was appointed chairman. The bank is seeking a senior independent director to succeed her. It is likewise seeking a fresh head for the group’s audit committee, presently occupied by Nelson.
HSBC revealed in its yearly statement that Nelson’s dual responsibilities contravene the United Kingdom’s corporate administration guidelines but that he will maintain both until a replacement is identified to lead the audit committee “to ensure uninterrupted supervision”.
A segment of HSBC’s shareholders have voiced displeasure with the disorganized manner the bank managed the quest for the pivotal role.
“We were profoundly dissatisfied with the result of the chairman selection process, considering its duration and the ample forewarning of this impending event,” commented a top 20 HSBC equity holder. “Thus, in our dialogues with the firm, we have articulated our discontent.”
A different stakeholder conceded that there had been “complications” in locating Tucker’s successor but asserted that HSBC evidently requires a chairman capable of fulfilling the requisite six to nine-year mandate and advancing the institution’s expansion strategy within Hong Kong and China.
HSBC stated in December that Nelson’s designation followed a “rigorous procedure” which evaluated both internal and external contenders.
“Compensation aligns with the director’s payment framework sanctioned by the stakeholders at the 2025 Annual General Meeting,” remarked an HSBC representative. The institution refused to address shareholder discontent regarding the chairman succession process.
Although HSBC possessed less time than anticipated to locate a successor for Tucker — he suddenly declared his departure in September of the prior year, despite his term not concluding until September 2026 — individuals engaged in the quest indicated the bank had proceeded too tardily.
Stakeholders suggested the bank ought to implement a more “forward-thinking approach” on this occasion, enabling it to act swiftly should an opportune candidate emerge.
The primary 20 equity holder commented: “Honestly, it’s inexcusable that this sort of matter cannot be handled effectively.”