HDFC Bank names ICICI Life chief Anup Bagchi as CEO after RBI approval

HDFC Bank has named Anup Bagchi, managing director and chief executive of ICICI Life Insurance, as its next managing director and CEO after Reserve Bank of India approval, it said in a 1 October filing. He will serve three years from 27 October.

He succeeds Sashidhar Jagdishan, whose tenure ends at the close of business on 26 October. The filing was furnished to US regulators. The board appointed Bagchi an additional director from 2 October. His appointment as MD and CEO still needs shareholder approval, which the bank is seeking by postal ballot. Remote e-voting opened on 8 October and closes at 5pm Indian time on 6 November, the bank's 7 October letter to the New York Stock Exchange said.

Jagdishan hands over a lender whose period-end advances under management were about Rs 33,075 billion at 30 September, up about 15.3 per cent from a year earlier, with period-end deposits of about Rs 33,275 billion, up about 18.8 per cent, the bank's 4 October business update shows.

How the succession was run

The bank's postal ballot notice says Jagdishan told the board on 29 August that he would not seek re-appointment when his term, which began on 27 October 2023, ended. The Governance, Nomination and Remuneration Committee then reviewed internal and external candidates. The committee and the board shortlisted candidates at meetings on 12 September and tested them against the fit and proper criteria in the Banking Regulation Act and the Reserve Bank of India (Commercial Banks - Governance) Directions, 2025, the notice says.

On 12 September the board approved sending the RBI the names of two candidates in order of preference, with the pay proposed for a three-year term. The RBI approved Bagchi's appointment and remuneration by a letter dated 1 October under Section 35B of the Banking Regulation Act, 1949, the filing states. The documents reviewed do not identify the second candidate.

Pay and board changes

The notice sets out the terms on which shareholders are voting. Fixed pay including perquisites is Rs 8.97 crore a year, or about Rs 89.7 million. Target variable pay for 2026-27 is set at a maximum of Rs 26.92 crore, equal to 300 per cent of fixed pay. Of that, Rs 8.88 crore is cash, half paid upfront and half deferred over three years, and Rs 18.04 crore is in share options: 711,801 options at an indicative Black-Scholes value of Rs 253.42 each. The notice puts total compensation at Rs 35.90 crore.

The notice also proposes a one-time joining award of 44,796 restricted stock units valued at Rs 3.185 crore and 164,207 options valued at Rs 4.16 crore. Any change the RBI makes to the remuneration will be treated as final, the notice says.

The 12 September disclosure covered more than the CEO. The board approved proposals, submitted to the RBI, to re-appoint V. Srinivasa Rangan as an executive director from 23 November 2026 to 22 November 2027, to appoint Jimmy Tata as an executive director for three years from the date of RBI approval, and to create a fourth whole-time director post in addition to the MD and CEO.

The bank said the extra post is intended to give "sharper synergy and oversight", including over subsidiaries, and a "larger pipeline for succession planning". It will be filled in consultation with the new CEO. Shareholder approvals will be sought "in due course", the filing says.

The vacancy at ICICI Life

Bagchi's move leaves a gap at ICICI Life. Its board accepted his resignation with effect from the close of business on 13 October and appointed Sidharatha Mishra as chief operating officer from 6 October, ICICI Bank's filing shows. Mishra becomes MD and CEO from 14 October, or on the date the Insurance Regulatory and Development Authority of India approves, whichever is later, for five years. He was transferred from ICICI Bank and relieved of his duties there at the close of business on 5 October, the filing says.