Report of Directors Corporate Governance

12 Months Ended

Dec. 31, 2025

Report of Directors Corporate Governance [Abstract]

Disclosure of audited information included in report of directors corporate governance

Single total figure of remuneration

(Audited)

The following table shows the single total figure of remuneration of each executive Director for 2025, together with comparative figures. Georges

Elhedery was appointed Group CFO effective from 1 January 2023 and succeeded Sir Noel Quinn as Group CEO on 2 September 2024. Pam Kaur

was appointed Group CFO and executive Director of the Board on 1 January 2025.


Single total figure of remuneration

(£000)		Base salary	Fixed pay allowance ('FPA')	Taxable benefits	Non- taxable benefits	Cash in lieu of pension	Total fixed	Annual incentive	Notional returns1	Long-term incentive2,3	Total variable4	Total fixed and variable
Georges Elhedery	2025	1,479	—	61	108	148	1,796	3,605	5	1,217	4,827	6,623
Georges Elhedery	2024	989	1,288	39	58	99	2,473	1,677	8	1,418	3,103	5,576
Pam Kaur	2025	863	—	71	66	86	1,086	2,100	11	708	2,819	3,905

1Deferred cash awards granted in prior years include a right to receive notional returns for the period between the grant and vesting date. This is determined by

reference to a rate of return specified at the time of grant and paid annually, with the amount disclosed on a paid basis.

2LTI awards were made in February 2023 at a share price of £6.357 for which the performance period ended on 31 December 2025. The value of the awards has been

computed based on a share price of £10.708, the average share price during the three-month period to 31 December 2025. The LTI granted to Georges Elhedery was

in respect of 2022 performance in his role as Co-CEO, Global Banking and Markets ('GBM'), and for Pam Kaur in her role as Group Chief Risk and Compliance Officer.

See the following section for details of the performance assessment, which resulted in 45.19% vesting, and the award value attributable to share price appreciation.

3The value of the 2022-2024 LTI for Georges Elhedery has been restated based on a share price of £8.442 to reflect the value of the award on 11 March 2025,

when the first tranche of the award vested. In 2024, the value was based on the average share price during the three-month period to 31 December 2024 of

£7.184.

4No malus or clawback was applied to executive Directors' 2025 variable pay awards or outstanding deferred awards from prior years.

Fixed pay

(Audited)

Base pay

As set out in the 2024 report, Group CEO base salary was £1,500,000 and Group CFO base salary was £875,000, effective 1 March 2025.

Benefits

Taxable benefits include the provision of medical insurance, car benefit

and tax support. Non-taxable benefits include the provision of life

assurance and other insurance cover.

The values of the significant benefits in the single total figure table are

set out in the following table.



		Significant benefits				Total taxable and non- taxable benefits
(£000)		Group income protection (non-taxable)	Medical insurance (taxable)	Car and driver (taxable)	Other benefits	Total taxable and non- taxable benefits
Georges Elhedery	2025	102	25	18	24	169
Georges Elhedery	2024	49	20	6	22	97
Pam Kaur	2025	62	10	38	27	137

Pensions

As per the approved policy, each executive Director receives a payment of 10% of base salary in lieu of pension contributions.

Annual incentive

(Audited)

Both executive Directors met the minimum standard of conduct and

behaviour for an annual incentive award to be made.

The annual incentive award is awarded 50% in cash and 50% in shares.

The shares portion of the award vests immediately at grant and is

subject to a retention period of one year and clawback provisions.

The award is determined by applying the outcome of their annual

scorecard to the maximum opportunity, set at 300% of base salary.

In assessing performance, the Committee considered, and made no

adjustment for, the impact of interest rates, re-confirming that

variations in the macroeconomic environment and their impact on

business outcomes remain for our executives to manage.

The Committee considered carefully the wider context in which

performance was delivered in 2025, including the strong total return

delivered to shareholders over the year. They judged that the overall

scorecard outcomes for both Georges Elhedery and Pam Kaur were

appropriate against the targets set at the start of the year for financial,

strategic and personal measures, and that the application of the risk

and compliance modifier was not required.


Executive Director 2025 annual incentive award value

(£000)		Base salary £000	Maximum opportunity (% of salary)	Scorecard outcome	Risk & compliance modifier	Annual incentive £000
Georges Elhedery	2025	1,500	300%	80.13%	Nil	3,605
Pam Kaur	2025	875	300%	80.03%	Nil	2,100


Annual incentive scorecard assessment
			Weighting (%)	Minimum (25% payout)	Maximum (100% payout)	Performance	Assessment (%)	Outcome (%)

	Financial (60%)1	Group RoTE2	25	13.0%	16.0%	17.2%	100.00	25.00


		Target basis operating expenses2	15	3.5%	1.5%	3.0%	43.75	6.56


		Profit before tax ($bn)2	10	$28.3	$34.6	$36.6	100.00	10.00


		Fee income growth relative to balance sheet growth3	10	2.0%	6.0%	8.1%	100.00	10.00

	Strategic (30%)	Customer satisfaction	15	See strategic measures table for commentary			76.00	11.40
		Deliver benefits of announced organisational changes	8				87.50	7.00
		People and culture	7				50.00	3.50
	Personal (10%)		10	See personal measures table for commentary				Georges Elhedery	Pam Kaur
	Personal (10%)		10	See personal measures table for commentary				6.67	6.57
	Formulaic scorecard outcome (%)							80.13	80.03
	Risk adjustment (%)							—	—
	Scorecard outcome after risk adjustment (%)							80.13	80.03
	Maximum opportunity (£000)							4,500	2,625
	Annual incentive awarded (£000)							3,605	2,100

1The CET1 capital ratio of 14.9% exceeded the tolerance level in the risk appetite statement as required by the underpin.

2Excluding notable items.

3FY24 excludes net fee income and net loans and advances to customers from our banking business in Canada and our business in Argentina prior to disposal.


Strategic measures
		Measures	Weighting	Performance achievement	Assessment	Outcome
	Customer satisfaction	Maintain and improve NPS scores/rank	15.0%	–Performance is assessed against NPS data from external providers, including InMoment sNPS survey for RBW and IWPB, Coalition Greenwich LC and Mid- market study and Savanta MarketVue Business Banking survey for CMB, and Coalition Greenwich Global Corporates Study for CIB. –We maintained market leadership in both RBW and CMB in Hong Kong, reaching a record NPS in RBW. –In the UK we ranked second for mid-market enterprises, improved our SME Business Banking ranking to fifth, and improved RBW NPS by 5 points compared to 2024. –We rose to first place in IWPB in mainland China and Singapore, and our score increased in the UAE. NPS declined slightly in India. –Amongst Corporates, CIB continues to rank first in Hong Kong, and scores rose in the UK, mainland China, Singapore and UAE.	76.00%	11.40%
	Deliver benefits of announced organisational changes	Benefits realised and reorganisation programme health	8.0%	–We identified and achieved $1.2bn annualised savings against a 2025 baseline of $1.0bn. We are on track to have taken actions to deliver our $1.5bn annualised cost reduction by the end of June 2026, which is six months earlier than planned. –Execution is on track with the majority of programme milestones tracking green throughout 2025 with identified gaps quickly remediated.	87.50%	7.00%
	People and culture	Inclusion and retention of high performers	7.0%	–Senior leadership representation for women increased by 0.1 percentage points year-on-year to 34.7%, for Asian heritage colleagues it increased by 1.6 percentage points to 40.9%, and for Black heritage colleagues it remained flat at 3.0%. These are above the minimum performance thresholds set, partly meeting the targets. –High performer attrition increased by 0.4 percentage points to 4.1%, and was assessed as partly met given the outcome fell within the performance range. –The Inclusion index in our employee Snapshot survey improved by 0.1 percentage points to 78.3%, above the minimum target set and was assessed as partly met.	50.00%	3.50%


Personal measures
Personal measures were set at the start of the year and measured by the Committee against agreed targets and key performance indicators.
Georges Elhedery		Weighting	Performance achievement	Assessment	Outcome
	Regulatory excellence, wealth acceleration and strategic investments, Group technology strategy	10.0%	–Wealth fees and other operating income of $9.39bn exceeded our maximum target of $8.8bn, driven by Hong Kong and IWPB segments. Net New Invested Assets at $80.0bn is below our threshold performance level of $87.6bn. Overall, performance for this measure was assessed as partly achieving our targets. –Strong performance on Net App Demise with over 700 net reductions across the organisation, surpassing the maximum target set. –Good progress has been made on the most material issues on regulatory excellence. However, more could have been done by the Group to improve the pace of progress on long-standing regulatory deliverables and programmes for which Georges had an oversight role.	66.70%	6.67%

Pam Kaur		Weighting	Performance achievement	Assessment	Outcome
	Regulatory excellence, Group Sustainability priorities, robust liquidity and capital management	10.0%	–Reviewed and reset the Group’s Sustainability strategy, related policies and financed emissions targets and published the revised Net Zero Transition Plan; continued enhancement on ESG disclosures in areas such as financed emissions and climate risk. –Delivered strong capital position throughout the year, with CET1 consistently above target operating range. –Delivered a robust liquidity position with no breaches throughout the year; enhancements were implemented to further strengthen liquidity management. –Good progress has been made on the most material issues on regulatory excellence. However, more could have been done by the Group to improve the pace of progress on long-standing regulatory deliverables and programmes for which Pam had an oversight role.	65.70%	6.57%

Long-term incentive (’LTI’) awards

LTI awards over 2023 to 2025 performance period

(Audited)

Georges Elhedery and Pam Kaur were each granted a 2023–2025 LTI

award in February 2023 in their capacity as Co-CEO GBM and Group

Chief Risk and Compliance Officer respectively, prior to their

appointment as executive Directors. Sir Noel Quinn was also granted a

2023–2025 LTI award in February 2023 in his capacity as Group CEO.

At the time of grant, the Committee determined that there were no

windfall gains to consider for this award given the share price at grant

(£6.36) was above the share price at the previous LTI grant (£5.38).

The scorecard delivered an outcome of 45.19%, reflecting strong

shareholder returns across the performance period. The Committee

received input from the GRC who assessed that the performance

targets were delivered with appropriate risk management. On this

basis, the Committee considered that no adjustment for risk matters

should be made.

The value of the 2023–2025 LTI shown below is based on the average

share price during the three-month period to 31 December 2025 of

£10.708. The awards will vest in five equal annual instalments

commencing in March 2026. On vesting, shares equivalent to the net

number of shares that have vested (after those sold to cover any

income tax and social security payable) will be held for a retention

period of one year.


Executive Director 2025 LTI values

(£000)		Award	Ordinary shares granted	Prorated for time in employment	Performance outcome	Risk & compliance modifier	Shares to vest	Value of shares to vest £000	Of which: face value £000	Of which: share appreciation £000
Georges Elhedery	2025	2023-25 LTI	251,474	251,474	45.19%	—	113,641	1,217	722	495
Pam Kaur	2025	2023-25 LTI	146,393	146,393	45.19%	—	66,154	708	420	288
Former director
Sir Noel Quinn	2025	2023-25 LTI	861,422	669,995	45.19%	—	302,770	3,242	1,925	1,317


Assessment of the 2023–2025 LTI awards
	Measures (weighting)1		Minimum (25% payout)	Target (50% payout)	Maximum (100% payout)	Actual	Assessment	Outcome

	RoTE with CET1 capital ratio underpin2 (25%)		13.0%	14.3%	15.5%	13.3%	30.8%	7.69%


	Capital reallocation to Asia with CET1 capital ratio underpin3 (25%)		49.0%	50.5%	52.0%	44.8%	0.0%	0.00%


	Transition to net zero4 (25%)	Carbon reduction (own emissions)	64.0%	68.0%	72.0%	84.9%	100.0%	12.50%


		Sustainable finance and investment	$588bn	$700bn	$756bn	$496bn	0.0%	0.00%


	Relative TSR5 (25%)		At median of the peer group	Straight-line vesting between minimum and maximum	At upper quartile of the peer group	Above upper quartile	100.0%	25.00%

	Total							45.19%

1Awards vest on a straight-line basis for performance between the minimum, target and maximum levels of performance set out in this table.

2Assessed based on RoTE in the 2025 financial year. The CET1 capital ratio of 14.9% exceeded the level required by the underpin.

3Assessed based on share of Group tangible equity (on a constant currency basis and excluding associates) allocated to Asia by 31 December 2025.

4Carbon reduction assessed on percentage reduction in total energy and travel emissions achieved by 31 December 2025 using 2019 as the baseline. Sustainable

finance and investment assessed on cumulative financing provided over the performance period.

5The peer group was: Bank of China (Hong Kong), Barclays, BNP Paribas, China Merchants Bank, Citigroup, DBS Group Holdings, J.P. Morgan Chase & Co.,

Lloyds Banking Group, OCBC Bank, Standard Chartered and UBS Group. Credit Suisse Group was removed following its acquisition by UBS Group in June 2023.

Scheme interests awarded during 2025

(Audited)

The table below sets out scheme interests granted to executive Directors during 2025 in respect of the 2024 performance year, as disclosed in

the 2024 Directors’ remuneration report. No non-executive Directors received scheme interests during the financial year. Details of immediate

shares are disclosed in compliance with Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong

Limited.


Scheme awards in 2025
(Audited)
	Type of interest awarded	Basis on which award made	Date of award	Face value awarded £000	Percentage receivable for minimum performance	Number of shares awarded	End of performance period
Georges Elhedery	LTI deferred shares1	% of base salary	7 May 2025	12,407	25	1,367,880	31 December 2027
Georges Elhedery	Immediate shares2	% of base salary	4 March 2025	838	N/A	92,447	31 December 2024
Pam Kaur	LTI deferred shares1	% of base salary	7 May 2025	7,237	25	797,930	31 December 2027
Pam Kaur	Immediate shares2	% of base salary	4 March 2025	1,687	N/A	186,052	31 December 2024

1In accordance with the remuneration policy approved at the 2025 AGM, the LTI award was determined at 600% of base salary for Pam Kaur and 600% of base

salary for Georges Elhedery. The number of shares was determined by taking the average closing price of the week commencing 24 February 2025 (£9.070),

being the same price used for other awards granted in respect of the 2024 performance year, and discounting based on HSBC’s expected dividend yield of 6.5%

per annum for the vesting period (£6.580). The fair value of the awards was £3.185 based on IFRS 2 accounting standards. LTI awards are conditional share

awards subject to a three-year forward-looking performance period and vest in five equal annual instalments, between the third and seventh anniversary of the

award date, subject to performance achieved. Awards are subject to clawback for up to 10 years from award date and are not eligible for dividend equivalents.

2Immediate share awards are granted based on previous years’ performance as part of the annual incentive and are not subject to forward-looking performance

conditions. On vesting, a one-year retention period applies. The face values of the awards was computed using the average closing price of the week

commencing 24 February 2025, £9.070. The fair value of the awards was £9.163 based on IFRS 2 accounting standards. Awards are subject to clawback for up

to 10 years from the award.


Performance conditions for the 2025–2027 LTI awards (Audited)
Measures (weighting)1		Minimum (25% payout)	Target (50% payout)	Maximum (100% payout)
RoTE (excluding notable items) with CET1 capital ratio underpin2 (40%)		14.0%	16.0%	18.0%
Environment and sustainability3 (20%)	Carbon reduction (own emissions) (5%)	71.0%	73.0%	78.0%
Environment and sustainability3 (20%)	Sustainable finance and investment (15%)	$648.0bn	$720.0bn	$792.0bn
Relative TSR4 (40%)		At median of the peer group	Straight-line vesting between minimum and maximum	At upper quartile of peer group
Subject to risk and compliance modifier The Group Remuneration Committee retains the discretion to revise down the formulaic outcome taking into account performance against risk and compliance factors during the performance period.

1Awards will vest on a straight-line basis for performance between the minimum, target and maximum levels of performance set in this table.

2To be assessed based on RoTE at the end of the performance period, subject to the CET1 capital ratio underpin.

3Carbon reduction will be measured based on percentage reduction in total energy and travel emissions achieved by 31 December 2027 using 2019 as the

baseline. The sustainable finance and investment measure will assess the cumulative amount provided and facilitated over the period ending 31 December 2027.

4The peer group for the 2025–2027 award is: Bank of China (Hong Kong), Barclays, BNP Paribas, China Merchants Bank, Citigroup, DBS Group Holdings,

J.P. Morgan Chase & Co., Lloyds Banking Group, OCBC Bank, Standard Chartered and UBS Group.

Other scheme interests held during 2025

The table below details scheme interests held by executive Directors during 2025, in respect of prior performance years. Vesting of deferred share

awards is normally subject to the Director remaining an employee on the vesting date. The awards may vest at an earlier date in some

circumstances. Under the Securities and Futures Ordinance of Hong Kong, interests in conditional share awards are categorised as the interests of

the beneficial owner.


Other scheme interests in 2025
(Audited)
									HSBC Holdings ordinary shares
Type of interest held	Dates of award	Award price (£)1	Usually vesting		Vested Tranche	Tranche vested on	Market price at vest (£)	Closing price before vest date (£)	At 1 Jan 25	Vested in period	Lapsed in period	Cancelled in period	At 31 Dec 25
Type of interest held	Dates of award	Award price (£)1	from	to	Vested Tranche	Tranche vested on	Market price at vest (£)	Closing price before vest date (£)	At 1 Jan 25	Vested in period	Lapsed in period	Cancelled in period	At 31 Dec 25
Georges Elhedery
LTI Deferred shares	28 Feb 22	5.380	1 Mar 25	31 Mar 29	1	11 Mar 252	8.4415	8.5480	223,989	33,597	55,998	—	134,394
	27 Feb 23	6.357	1 Mar 26	31 Mar 30	—	—	—	—	251,474	—	—	—	251,474
	26 Feb 24	5.972	1 Mar 27	31 Mar 31	—	—	—	—	569,177	—	—	—	569,177
Deferred shares3	24 Feb 20	5.622	1 Mar 23	31 Mar 27	3	10 Mar 25	8.6138	8.7640	88,597	29,532	—	—	59,065
	1 Mar 21	4.262	1 Mar 24	31 Mar 28	2	10 Mar 25	8.6138	8.7640	244,419	61,104	—	—	183,315
	28 Feb 22	5.380	1 Mar 25	31 Mar 29	1	11 Mar 25	8.4415	8.5480	273,163	54,632	—	—	218,531
Pam Kaur
LTI Deferred shares	28 Feb 22	5.380	1 Mar 25	31 Mar 29	1	11 Mar 252	8.4415	8.5480	168,077	25,211	42,020	—	100,846
	27 Feb 23	6.357	1 Mar 26	31 Mar 30	—	—	—	—	146,393	—	—	—	146,393
	26 Feb 24	5.972	1 Mar 27	31 Mar 31	—	—	—	—	185,889	—	—	—	185,889
Deferred shares3	26 Feb 18	7.234	1 Mar 21	31 Mar 25	5	10 Mar 25	8.6138	8.7640	15,633	15,633	—	—	—
	25 Feb 19	6.235	1 Mar 22	31 Mar 26	4	10 Mar 25	8.6138	8.7640	37,310	18,655	—	—	18,655
	24 Feb 20	5.622	1 Mar 23	31 Mar 27	3	10 Mar 25	8.6138	8.7640	58,909	19,635	—	—	39,274
	1 Mar 21	4.262	1 Mar 24	31 Mar 28	2	10 Mar 25	8.6138	8.7640	169,555	42,388	—	—	127,167
	28 Feb 22	5.380	1 Mar 25	31 Mar 29	1	11 Mar 25	8.4415	8.5480	210,542	42,108	—	—	168,434
	27 Feb 23	6.357	1 Mar 26	31 Mar 30	—	—	—	—	65,843	—	—	—	65,843
	26 Feb 24	5.972	1 Mar 27	31 Mar 31	—	—	—	—	100,798	—	—	—	100,798

1The award price is the closing price on the day before the grant date for awards made in 2024 and prior years. In all cases the purchase price is nil.

2The performance conditions were assessed and confirmed at 75%. The remaining 25% of the award was forfeited. Shares equivalent in number to those that

vest under the award (net of tax liabilities) must be retained for one year from the vesting date. The award vests in five equal tranches.

3Shares equivalent in number to those that vest under the award (net of tax liabilities) must be retained for one year from vesting. The awards vest in five equal

tranches.

No Directors held any short position (as defined in the Securities and

Futures Ordinance of Hong Kong) in the shares or debentures of HSBC

Holdings and its associated corporations. Save as stated in the tables

above, none of the Directors had an interest in any shares or

debentures of HSBC Holdings or any associates at the beginning or at

the end of the period, and none of the Directors or members of their

immediate families were awarded or exercised any right to subscribe

for any shares or debentures in any HSBC corporation during the

period.

There have been no changes in the shares or debentures of the

Directors from 31 December 2025 to the date of this report.

Executive Directors’ interests in shares

(Audited)

The shareholdings of executive Directors in 2025, including the

shareholdings of their connected persons, are shown in the table below

at 31 December 2025, alongside their shareholding requirement. There

have been no changes in the shareholdings of the executive Directors

from 31 December 2025 to the date of this report.

Executive Directors have five years from their appointment to build up

the required level of shareholding. In line with investor guidance,

unvested shares that are not subject to forward-looking performance

conditions (on a net of tax basis) can count towards their shareholding

requirement.

The Committee reviews compliance with the shareholding

requirement, taking into account shareholder expectations and

guidelines. The Committee also has full discretion in determining any

penalties for non-compliance.

The weighted average holding period of an LTI award within HSBC is

six years, in excess of the five-year holding period typically

implemented by FTSE-listed companies.

HSBC operates a policy under which individuals are not permitted to

enter into any personal hedging strategies in relation to shares subject

to a vesting and/or retention period.


Shares
(Audited)
	Shareholding guidelines (% of salary)	Shareholding at 31 Dec 20252 (% of salary)	At 31 Dec 2025
				Scheme interests
			Share interests (number of shares)	Share options3	Shares awarded subject to deferral1
			Share interests (number of shares)	Share options3	without performance conditions	with performance conditions4
Executive Directors
Georges Elhedery5	600%	792%	1,109,810	—	595,305	2,188,531
Pam Kaur5	600%	1,207%	986,625	—	621,017	1,130,212

1The gross number of shares is disclosed. A portion will be sold at vesting to cover any income tax and social security that falls due at the time of vesting.

2The value of the shareholding is calculated using an average of the daily closing share prices in the three months to 31 December 2025, £10.708, and does not

include any unvested interests.

3At 31 December 2025, Georges Elhedery and Pam Kaur did not hold any options under the HSBC Holdings Savings-Related Share Option Plan (UK).

4LTI awards are subject to performance measures as set out in the relevant Annual Report and Accounts.

5Executive Directors are expected to meet their shareholding guidelines within five years of the date of their appointment.

Total pension entitlements

(Audited)

No employees who served as executive Directors during the year have

a right to amounts under any HSBC final salary pension scheme for

their services as executive Directors or are entitled to additional

benefits in the event of early retirement. There is no retirement age set

for Directors, but the normal retirement age for colleagues is 65.

Payments to past Directors

(Audited)

In line with the terms of his departure disclosed in our Annual Report

and Accounts 2024, Sir Noel Quinn was granted good leaver status. Sir

Noel Quinn is eligible to receive vesting of the 2023–2025 LTI award,

pro-rated for time in employment subject to satisfaction of non-

compete provisions under which he cannot undertake a role with a

defined list of competitor financial services firms for 12 months after

his employment ceases with HSBC. Details of the 2023–2025 LTI

outcome are outlined on page 256.

No other payments in scope of the remuneration disclosure

requirements were made to, or in respect of, former Directors in the

year in excess of the minimum threshold of £50,000 set for this

purpose.

Payments for loss of office

(Audited)

Sir Noel Quinn left the Group on 30 April 2025.

In accordance with the approved Directors' remuneration policy and

contractual terms agreed for the period between 1 January 2025 and

30 April 2025, Noel received payments totalling £1,232,072. This

included a salary of £458,667, a pension allowance of £45,867 and a

fixed pay allowance of £566,658. The fixed pay allowance was awarded

in immediately vested shares, which are subject to a retention period

and released on a pro-rata basis over five years. In accordance with the

approved Directors' remuneration policy, Noel also received cash in lieu

of unused holiday totalling £123,600 on expiry of his notice period, and

taxable and non-taxable benefits with an aggregate value of £37,280.

Noel's full departure terms were disclosed in the Annual Report and

Accounts 2024. No other payments for loss of office were made to

former or current Directors in the year.

Non-executive Directors

(Audited)

The following table shows the total fees and benefits of non-executive Directors for 2025, together with comparative figures for 2024.


Fees and benefits
(Audited)	Fees1		Benefits2		Total
(£000)	2025	2024	2025	2024	2025	2024
Geraldine Buckingham3	283	270	14	3	297	273
Rachel Duan	268	255	13	3	281	258
Dame Carolyn Fairbairn	337	292	15	5	352	297
James Forese4	817	801	34	4	851	805
Ann Godbehere5	737	389	44	—	781	389
Steven Guggenheimer	268	259	22	4	290	263
José Antonio Meade Kuribreña	268	253	51	7	319	260
Kalpana Morparia	268	248	21	1	289	249
Eileen Murray	386	331	30	—	416	331
Brendan Nelson6	783	329	80	38	863	367
Swee Lian Teo	298	256	28	—	326	256
Sir Mark Tucker7	1,125	1,500	62	145	1,187	1,645
Total (£000)	5,838	5,183	414	210	6,252	5,393
Total ($000)	7,691	6,828	545	277	8,236	7,104

1Fees are in line with the Directors' remuneration policy approved by the shareholders at the 2025 AGM.

2Benefits include taxable expenses such as accommodation, travel and subsistence relating to attendance at Board and other meetings at HSBC Holdings'

registered offices.

3Stepped down as a member of the Group Remuneration Committee on 31 January 2025.

4Includes fee of £418,000 (2024: £430,000) in relation to his role as Chair of HSBC North America Holdings, Inc.

5Appointed as a non-executive Director of HSBC Bank plc on 1 January 2025 and received a pro rata annual fee of £105,000 until 24 April 2025. Ann was

appointed as Chair of HSBC Bank plc Board and the Nomination, Remuneration and Governance Committee on 25 April 2025 and received a pro rata annual fee

of £300,000.

6Appointed as a non-executive Director of HSBC UK Bank plc on 9 January 2025 and received an annual fee for this appointment of £135,000 pro rata for the

period 9 January 2025 to 30 September 2025. Following his appointment as Group Chairman on 1 October 2025, Brendan received a single total annual fee of

£1.5m pro rata and no other fees were paid in relation to any of his other Group or HSBC UK Bank plc roles from 1 October 2025.

7Stepped down as Group Chairman on 30 September 2025.

Non-executive Directors’ interests in shares

(Audited)

The shareholdings of persons who were non-executive Directors in

2025, including the shareholdings of their connected persons, at

31 December 2025, or date of cessation as a Director if earlier, are set

out below. There have been no changes in the shareholdings of the

non-executive Directors from 31 December 2025 to the date of this

report. Non-executive Directors are expected to meet the shareholding

guidelines of 15,000 shares within five years of the date of their

appointment. All non-executive Directors who had been appointed for

five years or more at 31 December 2025 met the guidelines.


Shares
	Shareholding guidelines (number of shares)	Share interests (number of shares)
Geraldine Buckingham	15,000	15,000
Rachel Duan	15,000	15,000
Dame Carolyn Fairbairn	15,000	15,000
James Forese	15,000	115,000
Ann Godbehere	15,000	15,000
Steven Guggenheimer	15,000	15,000
José Antonio Meade Kuribreña	15,000	15,000
Kalpana Morparia	15,000	15,000
Eileen Murray	15,000	75,000
Brendan Nelson	15,000	15,000
Swee Lian Teo	15,000	15,200
Sir Mark Tucker (retired on 30 September 2025)	15,000	307,352

Disclosure of number of other equity instruments

The table below details scheme interests held by executive Directors during 2025, in respect of prior performance years. Vesting of deferred share

awards is normally subject to the Director remaining an employee on the vesting date. The awards may vest at an earlier date in some

circumstances. Under the Securities and Futures Ordinance of Hong Kong, interests in conditional share awards are categorised as the interests of

the beneficial owner.


Other scheme interests in 2025
(Audited)
									HSBC Holdings ordinary shares
Type of interest held	Dates of award	Award price (£)1	Usually vesting		Vested Tranche	Tranche vested on	Market price at vest (£)	Closing price before vest date (£)	At 1 Jan 25	Vested in period	Lapsed in period	Cancelled in period	At 31 Dec 25
Type of interest held	Dates of award	Award price (£)1	from	to	Vested Tranche	Tranche vested on	Market price at vest (£)	Closing price before vest date (£)	At 1 Jan 25	Vested in period	Lapsed in period	Cancelled in period	At 31 Dec 25
Georges Elhedery
LTI Deferred shares	28 Feb 22	5.380	1 Mar 25	31 Mar 29	1	11 Mar 252	8.4415	8.5480	223,989	33,597	55,998	—	134,394
	27 Feb 23	6.357	1 Mar 26	31 Mar 30	—	—	—	—	251,474	—	—	—	251,474
	26 Feb 24	5.972	1 Mar 27	31 Mar 31	—	—	—	—	569,177	—	—	—	569,177
Deferred shares3	24 Feb 20	5.622	1 Mar 23	31 Mar 27	3	10 Mar 25	8.6138	8.7640	88,597	29,532	—	—	59,065
	1 Mar 21	4.262	1 Mar 24	31 Mar 28	2	10 Mar 25	8.6138	8.7640	244,419	61,104	—	—	183,315
	28 Feb 22	5.380	1 Mar 25	31 Mar 29	1	11 Mar 25	8.4415	8.5480	273,163	54,632	—	—	218,531
Pam Kaur
LTI Deferred shares	28 Feb 22	5.380	1 Mar 25	31 Mar 29	1	11 Mar 252	8.4415	8.5480	168,077	25,211	42,020	—	100,846
	27 Feb 23	6.357	1 Mar 26	31 Mar 30	—	—	—	—	146,393	—	—	—	146,393
	26 Feb 24	5.972	1 Mar 27	31 Mar 31	—	—	—	—	185,889	—	—	—	185,889
Deferred shares3	26 Feb 18	7.234	1 Mar 21	31 Mar 25	5	10 Mar 25	8.6138	8.7640	15,633	15,633	—	—	—
	25 Feb 19	6.235	1 Mar 22	31 Mar 26	4	10 Mar 25	8.6138	8.7640	37,310	18,655	—	—	18,655
	24 Feb 20	5.622	1 Mar 23	31 Mar 27	3	10 Mar 25	8.6138	8.7640	58,909	19,635	—	—	39,274
	1 Mar 21	4.262	1 Mar 24	31 Mar 28	2	10 Mar 25	8.6138	8.7640	169,555	42,388	—	—	127,167
	28 Feb 22	5.380	1 Mar 25	31 Mar 29	1	11 Mar 25	8.4415	8.5480	210,542	42,108	—	—	168,434
	27 Feb 23	6.357	1 Mar 26	31 Mar 30	—	—	—	—	65,843	—	—	—	65,843
	26 Feb 24	5.972	1 Mar 27	31 Mar 31	—	—	—	—	100,798	—	—	—	100,798

1The award price is the closing price on the day before the grant date for awards made in 2024 and prior years. In all cases the purchase price is nil.

2The performance conditions were assessed and confirmed at 75%. The remaining 25% of the award was forfeited. Shares equivalent in number to those that

vest under the award (net of tax liabilities) must be retained for one year from the vesting date. The award vests in five equal tranches.

3Shares equivalent in number to those that vest under the award (net of tax liabilities) must be retained for one year from vesting. The awards vest in five equal

tranches.


Movement on HSBC share awards
	2025	2024
	Number	Number
	(000s)	(000s)
Conditional share awards outstanding at 1 Jan	133,643	125,023
Additions during the year	55,411	84,930
Released in the year	(63,652)	(71,849)
Forfeited in the year	(5,756)	(4,461)
Conditional share awards outstanding at 31 Dec	119,646	133,643
Weighted average fair value of awards granted ($)	7.11	6.08