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HSBC fees for non-executive directors have increased by almost £1mn, even as they face mounting criticism over the search to replace Sir Mark Tucker after his early departure left the chair role vacant for months.
Europe’s largest lender paid £6.3mn in fees and benefits to non-executive directors in 2025, up 16 per cent from the previous year, after HSBC raised pay to reflect the amount of time and work board members dedicate to the bank.
The rise in fees comes at an uncomfortable time for the board, which oversaw a chaotic seven-month search to find a replacement for Tucker. The process — which featured infighting over the desired attributes of the ideal candidate and considered former chancellor George Osborne and ex-Goldman Sachs banker Kevin Sneader — ended in the appointment of interim chair Brendan Nelson to the full-time role in December.
The decision surprised the banking industry and employees given Nelson’s lack of experience in Asia; long seen as a deal-breaker for a bank that generates most of its profits in the region. Nelson had also formerly expressed reluctance to serve a full term.
Ann Godbehere, the senior independent director who led the search, saw her fees almost double last year to £737,000, according to the bank’s annual report released on Wednesday. That amount included an increase in compensation for being a member of several group committees at the bank, including remuneration and governance.
Godbehere, who joined HSBC’s board in 2023, retired in December shortly after Nelson was named chair. The bank is searching for a senior independent director to replace her. It is also looking for a new chair of the group audit committee, which is currently held by Nelson.
HSBC disclosed in its annual report that Nelson’s dual roles fall foul of the UK corporate governance code but that he will do both until a successor has been found to chair the audit committee “to provide continuity of oversight”.
Some HSBC investors have expressed frustration at the haphazard way the bank handled the search for the crucial position.
“We were very disappointed to see the outcome of the chair search, given how long [it took] and how much notice there was that this was going to happen,” said one HSBC top 20 shareholder. “So in our conversations with the company we have expressed our frustration.”
Another shareholder acknowledged that there had been “issues” with finding a replacement for Tucker but said it is clear HSBC needs a chair who can serve the necessary six to nine-year term and push forward the bank’s growth agenda in Hong Kong and China.
HSBC said in December that Nelson’s appointment was made after a “robust process” that looked at internal and external candidates.
“Fees are in line with the directors’ remuneration policy approved by the shareholders at the 2025 AGM,” said an HSBC spokesperson. The bank declined to comment on shareholder frustration at the chair replacement process.
Though HSBC had less time than expected to find a replacement for Tucker — he abruptly announced he would leave in September last year though his tenure would not come to an end until September 2026 — people involved in the search said the bank had been too slow.
Investors said the bank should run a more “proactive process” this time that allows it to be able to strike if the right candidate comes along.
The top 20 shareholder said: “Frankly it’s not acceptable that you’re not able to manage this kind of thing.”