
Paytm's board has proposed changes to its employee stock option (ESOP) framework, making future vesting more closely tied to performance while keeping the overall stock option pool unchanged. The amendments, which require…
Paytm's board has proposed changes to its employee stock option (ESOP) framework, making future vesting more closely tied to performance while keeping the overall stock option pool unchanged. The amendments, which require shareholder approval, will apply only to future grants and not to already-issued options.

Under the current system, employees with a 'Meets expectation' rating or above got 100% of options due for vesting. The revised approach introduces a graded system based on a holistic review of role-specific KRAs, business and company performance, and future potential. Employees with an ESOP rating of 'Meets expectation' or above will see vesting range from 10% to 100%.
The changes do not increase the maximum number of options grantable under the 2019 scheme. As of the AGM notice date, 2.67 crore options were still to be granted. Paytm said the revisions align with SEBI regulations and aim to strengthen the link between employee stock options, individual performance, and long-term shareholder value.
The revision brings Paytm's ESOP framework in line with a broader corporate trend of linking variable compensation to measurable outcomes, a shift that has accelerated since the startup funding winter of 2023-24. For employees, the change means that top performers could see a higher proportion of grants vest, while average performers may receive significantly less. The unchanged pool of 2.67 crore options, convertible into equity shares of Rs 1 each, caps any dilution for existing shareholders. Shareholders will vote on the special resolution at the upcoming AGM, and the outcome will signal how much leeway Paytm's management has to tighten incentive structures further.
Source: hr.economictimes.indiatimes.com
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