Mumbai: Agent consulting firm IIAS has advised shareholders of Bajaj Finance Ltd to oppose the reappointment of Rajeev Jain as vice chairman and executive director, citing a lack of clarity on the full repayment of shares, including the stock options granted to him.
According to IIAS, Bajaj Finance has not disclosed the stock options granted to Janacao in FY25, and the proposed terms are durable to the company’s future grants and holding company Bajaj Finserv.
Ja’s teachings can pay ₹229 million in fiscal year 225, excluding the fair value of stock options, ₹546.3 million in fiscal year 24, including the fair value of stock options. Between FY20 and FY24, stock options account for more than 50% of their total compensation.
“We cannot make a reasonable estimate of his compensation given the lack of clarity of stock options,” the agency consulting firm said in its recommendation.
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Emails sent to Bajaj Finance will not respond until the time of publication.
According to IIAS, the fixed salary of Ja’s religion can be ₹127 million and ₹300 million and variable salary possible range ₹127 million and ₹150 crore rupees, making his highest salary in ₹Rs 180 crore, very high.
“We believe that companies should provide a reasonable ceiling for overall compensation, including the fair value of stock options, and provide performance indicators that determine their variable wages. The Nomination and Remuneration Commission (NRC) should also disclose the process for benchmark compensation. Without this issue, we cannot support the solution.”
On May 8, Bajaj Finance’s board of directors began its approval as shareholder of Jain as vice chairman from April 2025 and redesignated the rest of its current term until March 9, 2028.
Mint reported last year that Janata is one of the highest-paid bankers among non-bank finance companies ₹$100.2 billion, including employee stock options and inauguration fees over the fiscal year 24. In the previous year, he was paid ₹490 million.
“The variable components of 5 fixed payments include bonuses and ESOPS. Under the compensation policy, bonus payments are allocated for 4 years within 4 years, while ESOPS is the same 25%.”
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Jain joined Bajaj Finance as CEO in 2007 and became managing director in 2015. Prior to joining Bajaj, he worked with GE, American Express and American Express and American International Group (AIG). He is considered the force to transform Bajaj finance from a small car finance business to a financial group.
IIAS also voted against the appointment of Arvind Kapil as managing director and CEO (CEO) of Poonawalla Fincorp, five years from June 10, 2024, citing concerns about his compensation. Kapil’s fixed reward station ₹69 million, one-time bonus ₹4 million and 8 million employees with fair value of stock options (ESOP) will reach the total payment amount ₹174 million.
IIAS said: “The proposed compensation is not commensurate with the size of the company and is much higher than its peers in the industry. We further worry that the Rs 4 million lakh one-time bonus does not come with any Malus or Claw-back discounts.” It said: “Companies must disclose performance indicators that determine variable compensation. Although we support Arvind Kapil’s appointment as managing director and CEO, we do not support the proposed compensation. Therefore, we do not support the resolution.”
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