AGM alert: Centrica, Barclays, HSBC

A 29% pay rise for the chief executive of Centrica (LSE:CNA) is back in the AGM spotlight after his total remuneration for 2025 reached £4.7 million in a year when earnings fell sharply.

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Last year’s meeting saw 40% of votes cast against the remuneration report as some investors would have preferred a phased approach to Chris O’Shea’s increase to £1.1 million.

The remuneration committee responded that O’Shea’s performance and experience warranted positioning his pay between the median and upper quartile of other CEOs in the FTSE 100. 

O’Shea’s overall remuneration for 2025 included cash and deferred shares worth £1.36 million after the annual bonus scheme paid 61.9% of the maximum.

A tough year for Centrica’s energy trading business meant a fall in adjusted earnings to £1.4 billion, although the total dividend rose 1p to 5.5p and shares lifted 27% to 170p.

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Among other forthcoming AGMs, the pay of Barclays (LSE:BARC) chief executive C.S. Venkatakrishnan will be in focus after he got £15 million in relation to 2025 - up from £11.6 million the year before.

The 77.3% vesting of long-term incentives granted in March 2023 contributed £9.45 million, with £5.6 million of this figure due to share price appreciation over the three-year period.

Centrica

When: 10.30am, Thursday 7 May.

Where: The Parkgate Hotel, Westgate Street, Cardiff, CF10 1DA.

How to participate: Shareholders can attend and take part in the meeting either in person or remotely via a live webcast. Questions for the meeting may be submitted in advance up until 5pm on Thursday 30 April, while the deadline for proxy voting instructions is 10.30am, Tuesday 5 May. More AGM details can be found here.

Who’s in the chair? Former Sainsbury’s finance director Kevin O’Byrne joined the board in 2019 and is hosting his second AGM as chair.

How did the company do in 2025? The British Gas owner’s retail and infrastructure businesses performed in line with expectations, but Centrica Energy’s optimisation activities were weaker than planned due to difficult market conditions. Adjusted earnings of £1.4 billion and operating profit of £814 million fell from £2.3 billion and £1.6 billion respectively, while adjusted earnings per share of 11.2p dropped from 19p. A free cash outflow of £167 million was driven by an acceleration in strategic investment to £1.2 billion. A dividend of 3.67p a share is due to be paid on 14 May, which increases the total for the year by 1p to 5.5p a share.

How have shares performed? Up 27% to 169.55p (213.9p on Thursday).

How much is the boss paid? Chris O’Shea’s total remuneration of £4.7 million benefited from last April’s 28.7% increase in his base salary to £1.1 million. The hike bolstered the value of his annual bonus award, which was worth £1.36 million based on 61.9% of the maximum opportunity. The sum in cash and deferred shares was similar to 2024’s £1.39 million when the outcome was 81.3% and O’Shea’s total remuneration amounted to £5.1 million. The vesting of a Restricted Share Plan award contributed £2.2 million to 2025’s figure, up from £1.2 million at the time of the grant in March 2023 but below the previous year’s value of £2.7 million. O’Shea is set for a 3% pay rise this month, taking his base salary to £1.13 million.

How was variable pay determined? Annual bonus payments were based on earnings per share, a scorecard of financial and operational measures and individual performance against strategic objectives. An earnings per share figure of 11.2p resulted in a 45% outturn for this metric. The Restricted Share Plan award was subject to a performance underpin for 2023-25.

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How did last year’s AGM go? Almost 40% of votes cast were against the company’s annual remuneration report as some shareholders expressed a preference for a phased approach to O’Shea’s big salary increase. The new three-year remuneration policy was approved with 93.31% of votes in favour, which the remuneration committee said highlighted a generally supportive view on the company’s approach to executive pay.

Why the big rise in base pay? The committee said O’Shea’s performance and experience over the last four years warranted positioning his pay between the median and upper quartile of other CEOs in the FTSE 100. “As the business has strengthened and our performance on many dimensions has improved, larger bonuses have been earned. However, for a number of years the CEO’s fixed and total pay fell well short of the market rate for an increasingly complex role. Under Chris’s leadership, Centrica re-entered the FTSE 100, rose into the top 50, and the share price has risen to 170p by the end of 2025.” A planned increase in O’Shea’s 2025 long-term Restricted Share Plan grant from 150% to 200% of salary has been deferred until this year. 

How’s the company doing on diversity? Female representation on the board is at 42%, including the role of senior independent director. At least one director is from an ethnic minority background.

Barclays

When: 11am, Thursday 7 May.

Where: QEII Centre, Broad Sanctuary, Westminster, London, SW1P 3EE.

How to participate: The AGM is being held as a physical meeting. Proxy voting instructions should be returned no later than 11am, Tuesday 5 May. More AGM details can be found here.

Who’s in the chair? Nigel Higgins has been in the role since May 2019. He spent 36 years at Rothschild, where he was deputy chairman.

How did the company do in 2025? Group income rose 9% to £29.1 billion, while pre-tax profit lifted £1 billion to £9.1 billion after Barclays achieved a better-than-expected £700 million of cost savings. Return on tangible equity (RoTE) of 11.3% met upgraded guidance after all five divisions made double-digit returns. Earnings per share improved to 43.8p from 36p the year before. Shareholder distributions rose 25% to £3.7 billion, including a total dividend of 8.6p share and buybacks of £2.5 billion. A final dividend of 5.6p was paid on 31 March.

How have shares performed? Up 77% to 475.95p (432.75p on Thursday).

How much is the boss paid? Chief executive C.S. Venkatakrishnan (known as Venkat) received a total of £15 million in relation to 2025 trading. This compares with £11.6 million the year before. The total included an annual bonus of cash and deferred shares worth £3.3 million, which represented 83% of the maximum opportunity. The 77.3% vesting of long-term incentives granted in March 2023 contributed £9.45 million, with £5.6 million of this figure due to share price appreciation over the three year period. Excluding valuation growth, Venkat's single figure would have been 9% higher than for 2024 at £9.44 million.

How was variable pay determined? Pre-tax profit for 2025 provided a 48% bonus outcome out of a possible 55%, with the cost:income ratio an 8.5% outcome out of 10%. The rest of the annual bonus scorecard was based on performance against strategic objectives. The vesting of long-term incentives was based on six measures, including average return on tangible equity and relative total shareholder return. The latter generated the maximum result after Barclays' market capitalisation increased by 162% to £66 billion and about £9.7 billion was returned to shareholders through dividends and share buybacks. 

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What about this year’s pay arrangements? Venkat’s base salary for 2026 has been increased by 3.2% to £1.64 million. His bonus opportunity is worth up to 250% salary while he has been granted a long-term incentive plan award of 550% of salary.  Following the pay rise, Barclays said Venkat’s maximum total compensation opportunity sat between the lower quartile and median compared to the equivalent opportunities across international banking peers. 

What about other staff? The group incentive pool for 2025 rose 15% to £2.2 billion, reflecting a 13% increase in pre-tax profit and the RoTE of 11.3%. All staff excluding material risk takers have received 110 Barclays shares, worth around £500 each. These will need to be retained until after the 2027 results. Barclays said the distribution and a similar award in 2025 aligns staff  interests with shareholders and ensures they participate directly in the success of the group.

How did last year’s AGM go? The new three-year remuneration policy received 96.98%, while the annual remuneration report got 98% support.

How’s the company doing on diversity? The gender split of the 13-strong board was 46% female at the end of 2025, including one senior role. At least one member of the board is from a minority ethnic background.

HSBC

When: 10am, Friday 8 May.

Where: On the Lumi online platform and at the broadcast venue, the InterContinental London O2, 1 Waterview Drive, London SE10 0TW.

How to participate:HSBC Holdings (LSE:HSBA) shareholders will be able to attend and vote electronically and to ask questions in real time should they wish to do so. The deadline for proxy voting instructions is 10am, Wednesday 6 May. More AGM details can be found here.

Who’s in the chair? Former KPMG senior partner Brendan Nelson was appointed in December, having been a board member since September 2023. He replaced Mark Tucker, who retired from the board in September.

How did the company do in 2025? Pre-tax profit of $29.9 billion fell 7% on a year earlier, although the figure rose 7% to $36.6 billion when excluding one-off items. Return on tangible equity was 13.3% compared with 14.6% in 2024, or 1.6 percentage points higher at 17.2% on an underlying basis. A fourth quarterly dividend of 45 US cents a share is due on 30 April, resulting in a total of 75 US cents. This compared with 2024’s 87 US cents a share, which included a special distribution of 21 US cents. Two share buyback programmes were worth a total of $6 billion in 2025.

How have shares performed? Up 49% to 1,173.8p (1,328.6p on Thursday).

How much is the boss paid? Georges Elhedery’s total remuneration amounted to £6.62 million, up from £5.58 million the year before. The figure included an annual bonus of cash and shares worth £3.6 million, which was based on 80.13% of the maximum opportunity. The 45.19% vesting of long-term incentives received in his previous role as co-CEO of HSBC Global Banking and Markets contributed £1.22 million, including £495,000 through share price appreciation. Elhedery’s base salary for 2026 remains at £1.5 million.

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How was variable pay determined? Return on tangible equity, pre-tax profit excluding notable items and fee income growth produced the maximum result under the financial part of the bonus scorecard. The rest of the bonus was based 30% on strategic goals and 10% on personal targets. Relative total shareholder return delivered the maximum result in relation to 2023-25 long-term incentive awards, with no vesting for capital reallocation to Asia and sustainable finance and investment. Total variable pay across the group of $3.93 billion rose 10% on a year earlier.

How did last year’s AGM go? The new three-year remuneration policy was approved with 96.10% of votes in favour. The plan has scrapped the use of a 2:1 variable-to-fixed pay ratio and reset the maximum variable pay opportunity to 900% of salary. This has been split 600% for the long-term incentive scheme and 300% for the annual bonus, up from 320% and 215% respectively. The proportion of pay subject to performance is 89%, compared to 69% under the old policy. Last year’s AGM voted 98.34% in favour of the annual remuneration report.

How have new regulations impacted pay? New rules introduced by the Prudential Regulation Authority in October reduced mandatory bonus deferral periods to four years for all material risk takers. No amendments have been made to HSBC’s deferral or post-vesting retention periods for executive directors, meaning they will continue to receive long-term incentive awards with deferral periods of up to seven years and with vested awards subject to a one-year retention period. HSBC’s remuneration committee plans to review the pay structure in 2026: “This review will ensure that our remuneration approach continues to support a high-performance culture, incentivises the achievement of our financial and strategic objectives, and promotes robust risk management and exemplary conduct standards.”

How’s the company doing on diversity? Female representation on the board was 62%, including two in senior positions. The board had six directors who identified as being from an ethnic minority background.