REG - HSBC Holdings PLC - Overseas Regulatory Announcement - Grant of Awards
09/05/2025 09:30
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250509:nRSI0568Ia&default-theme=true
RNS Number : 0568I HSBC Holdings PLC 09 May 2025
The following is the text of an announcement released to The Stock Exchange of
Hong Kong Limited on 9 May 2025 pursuant to rules 17.06A, 17.06B and 17.06C of
the Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited:
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this document, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this document.
9 May 2025
(Hong Kong Stock Code: 5)
HSBC HOLDINGS PLC
GRANT OF CONDITIONAL AWARDS
This announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited.
On 7 May 2025, HSBC Holdings plc (the "Company") granted conditional awards
("Awards") to directors, employees and former employees to subscribe for a
total of 2,936,123 ordinary shares of US$0.50 each of the Company ("Shares")
under the HSBC Share Plan 2011 (the "Plan").
The following are the details of the grants:
Grants to Directors:
Name of grantee Georges Elhedery
Relationship between the grantee and the Company Director of the Company
Number of shares under Awards 1,367,880
Closing market price of the ordinary shares on the London Stock Exchange on GBP 8.432
the date of grant
Purchase price of Awards granted GBP 0
Vesting period of the Awards The 2025-2027 Long Term Incentive ("LTI") award will, subject to the
performance outcome, vest in five equal annual instalments starting from the
third anniversary of the grant date. Upon each vesting, a 12-month retention
period applies.
Performance Targets and Clawback The LTI award is subject to the following performance conditions as detailed
in the Directors Remuneration Report in the Annual Report and Accounts 2024:
Measure Weighting
RoTE with CET1 underpin 40%
Environment 20%
Relative TSR 40%
Clawback applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance None
to the grantees
Name of grantee Manveen (Pam) Kaur
Relationship between the grantee and the Company Director of the Company
Number of shares under Awards 797,930
Closing market price of the ordinary shares on the London Stock Exchange on GBP 8.432
the date of grant
Purchase price of Awards granted GBP 0
Vesting period of the Awards The 2025-2027 Long Term Incentive ("LTI") award will, subject to the
performance outcome, vest in five equal annual instalments starting from the
third anniversary of the grant date. Upon each vesting, a 12-month retention
period applies.
Performance Targets and Clawback The LTI award is subject to the following performance conditions as detailed
in the Directors Remuneration Report in the Annual Report and Accounts 2024:
Measure Weighting
RoTE with CET1 underpin 40%
Environment 20%
Relative TSR 40%
Clawback applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance None
to the grantees
Clawback applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance
to the grantees
None
Name of grantee
Manveen (Pam) Kaur
Relationship between the grantee and the Company
Director of the Company
Number of shares under Awards
797,930
Closing market price of the ordinary shares on the London Stock Exchange on
the date of grant
GBP 8.432
Purchase price of Awards granted
GBP 0
Vesting period of the Awards
The 2025-2027 Long Term Incentive ("LTI") award will, subject to the
performance outcome, vest in five equal annual instalments starting from the
third anniversary of the grant date. Upon each vesting, a 12-month retention
period applies.
Performance Targets and Clawback
The LTI award is subject to the following performance conditions as detailed
in the Directors Remuneration Report in the Annual Report and Accounts 2024:
Measure Weighting
RoTE with CET1 underpin 40%
Environment 20%
Relative TSR 40%
Clawback applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance
to the grantees
None
Grants to other grantees:
Category of grantee Employees and former employees
Number of shares under Awards 770,313
Closing market price of the ordinary shares on the London Stock Exchange on GBP 8.432
the date of grant
Purchase price of Awards granted GBP 0
Vesting period of the Awards Under the HSBC Group-wide deferral policy, vesting occurs over a three year
period with 33% vesting on the first and second anniversaries of grant and 34%
on the third anniversary.
Group and local Material Risk Takers may be subject to longer vesting periods
of up to seven years, as required under the relevant remuneration regulations.
Awards may be subject to a six- or 12-month retention period following
vesting.
Immediately vested share awards may be subject to a six- or 12-month retention
period following vesting.
The Company views it as appropriate for the immediately vested share awards to
vest immediately and not to be subject to a vesting period for two reasons:
1) The immediately vested share award is a non-deferred portion of the
Material Risk Takers remuneration, which must be partly delivered in shares to
comply with UK regulation; each employee will also be granted a deferred share
award for which the vesting schedule is noted above.
2) The immediately vested share award is subject to a retention period of
six- or 12-months, during which time the shares cannot be sold.
Fixed Pay Allowance awards are delivered in immediately vested shares subject
to a retention period and released on a pro-rata basis over 5 years, starting
from March 2026.
The vesting period for buy-out awards for new hires generally mirror those of
the forfeited awards from the previous employer. Where the forfeited award was
subject to a post vesting retention period, a retention period will be applied
to the buy-out award.
Performance Targets and Clawback Certain awards are subject to the completion of a strategically important
project.
Fixed Pay Allowance awards are not subject to performance conditions as they
form part of Fixed Pay.
No performance targets apply to any Plan Awards on the basis that the Awards
are a form of deferred bonus to meet regulatory requirements in the UK.
Performance targets instead attach to the initial award of the Variable Pay.
Buy-out awards are subject to clawback where the forfeited award of the
relevant employee's former employer was subject to clawback. Where the
employee's forfeited award was not subject to clawback, no clawback terms are
applied to the replacement HSBC award.
Clawback applies to all other Plan Awards in line with the Company's
regulatory obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance None
to the grantees
Number of shares available for future grant under the plan mandate The Plan is subject to two limits on the number of Shares committed to be
issued under all Plan Awards:
1. 10% of the ordinary share capital of the Company in issue immediately
before that day, less the number of Shares which have been issued, or may be
issued, to satisfy Awards under the Plan, or options or awards under any other
employee share plan operated by the Company granted in the previous 10 years.
The number of Shares available to issue under this limit is 1,022,531,483.
2. 5% of the ordinary share capital of the Company in issue immediately
before that day, less the number of Shares which have been issued, or may be
issued, to satisfy Awards under the Plan. The number of Shares available to
issue under this limit is 295,298,854.
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Company Secretary
The Board of Directors of HSBC Holdings plc as at the date of this
announcement comprises: Sir Mark Edward Tucker*, Georges Bahjat Elhedery,
Geraldine Joyce Buckingham†, Rachel Duan†, Dame Carolyn Julie
Fairbairn†, James Anthony Forese†, Ann Frances Godbehere†, Steven Craig
Guggenheimer†, Manveen (Pam) Kaur, Dr José Antonio Meade Kuribreña†,
Kalpana Jaisingh Morparia†, Eileen K Murray†, Brendan Robert Nelson† and
Swee Lian Teo†.
* Non-executive Group Chairman
† Independent non-executive Director
HSBC Holdings plc
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ, United Kingdom Web: www.hsbc.com
(http://www.hsbc.com/)
Incorporated in England and Wales with limited liability. Registration number
617987
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCFZGGKNLFGKZGRecent news on HSBC Holdings
See all newsREG - iShares Physical - Publication of Final Terms
AnnouncementREG - iShares Physical - Publication of Final Terms
AnnouncementREG - iShares Physical - Publication of Final Terms
AnnouncementREG - HSBC GF Sukuk $ - Net Asset Value(s)
AnnouncementREG - HSBC GF ICAV GL Sus£ - Net Asset Value(s)
Announcement