The lender also approved a one-time joining bonus worth Rs 7.35 crore in stock-linked incentives, which could take his overall compensation package to Rs 43.24 crore, subject to performance conditions and vesting schedules.
HDFC Bank has sought shareholder approval for Bagchi’s appointment and remuneration. The proposal, already approved by the Reserve Bank of India, has been put to shareholders through a postal ballot, with electronic voting open from October 8 to November 6.
According to the bank’s postal ballot notice, Bagchi’s annual package comprises fixed pay of Rs 8.97 crore and performance-linked variable compensation of up to Rs 26.92 crore, equivalent to three times his fixed remuneration.
The fixed component includes a basic salary of Rs 3.32 crore, housing benefits of Rs 1.66 crore, a car allowance of Rs 54 lakh, and other allowances, retirement benefits and perquisites.
Of the variable compensation, Rs 8.88 crore will be paid in cash, while Rs 18.04 crore will be awarded through employee stock options (ESOPs), valued at Rs 253.42 per option under the Black-Scholes model. The stock options will vest over four years, while half the cash incentive will be deferred over three years.
Bagchi will also receive a one-time joining bonus comprising restricted stock units worth Rs 3.19 crore and ESOPs valued at Rs 4.16 crore, both vesting over four years.
His proposed annual compensation is estimated to be nearly twice his FY26 package at ICICI Prudential Life Insurance, including stock options. Based on an indicative Black-Scholes valuation of the options granted to him at the insurer, his compensation could rise by around 90%, from an estimated Rs 18.9 crore to Rs 35.9 crore.
For comparison, HDFC Bank’s FY26 statutory annual return showed that outgoing CEO Sashidhar Jagdishan received total remuneration of Rs 28.65 crore, comprising gross salary of Rs 14.71 crore, stock-option benefits worth Rs 13.53 crore and other benefits of Rs 41 lakh.
Deputy managing director Kaizad Bharucha received Rs 26.32 crore, including gross salary of Rs 16.69 crore, stock-option benefits of Rs 9.17 crore and other benefits of Rs 45 lakh. These stock-option benefits are measured differently from Bagchi’s proposed grant-date valuations.
Among other private bank chiefs, ‘s Ashok Vaswani received Rs 17.24 crore in FY26, while ‘s Sandeep Bakhshi received around Rs 10.64 crore.
Bagchi, 56, will take charge as CEO on October 27 for three years, succeeding Jagdishan. His appointment comes as seeks to revive retail loan growth, improve margins and strengthen investor confidence following governance concerns and post-merger integration challenges.
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