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Flipkart ex-CXOs seek fair deal on ESOPs

Former senior Flipkart executives have approached the board of parent company Walmart, asking for a chance to cash out their vested employee stock options as uncertainty continues over the e-commerce giant’s long-awaited initial public offering.

The group, which includes former Flipkart CEO Mukesh Bansal, former chief business officer Ankit Nagori and former CFO Sanjay Baweja, has asked Walmart for what it calls “fair and equitable treatment” for shares and options they earned while working at the company.

Their October 1 letter was addressed to Walmart chairman Gregory Penner, other board members and Flipkart Group CEO Kalyan Krishnamurthy. The former executives argue that leaving Flipkart should not automatically prevent them from accessing a liquidity opportunity, particularly when their employee stock options have remained vested for years.

The issue has gained importance because Flipkart’s India IPO plans remain uncertain. While Walmart has repeatedly said a public listing remains part of Flipkart’s strategic roadmap, the company has not provided a firm date.

For former employees who have held their ESOPs for a decade or more, the delay means waiting even longer to turn what was once compensation into actual cash.

The former executives were among Flipkart’s early senior employees, having received stock options during the company’s formative years between roughly 2008 and 2016. They argue that those options were an important part of their compensation when they joined and that they continued to hold the equity long after leaving the company.

Their request comes after Flipkart provided current employees with a partial opportunity to sell vested stock options. In July, eligible employees were allowed to cash out up to 5% of their vested options at ₹713.40 per option.

The former executives are not objecting to the programme for current employees. Their argument is that former employees who still hold vested equity should also be given an opportunity to realise its value.

More than 30,000 current and former Flipkart employees could collectively receive around $4 billion, or about ₹38,000 crore, through ESOP buybacks, according to sources cited by Moneycontrol. Former employees are estimated to account for roughly half of that amount.

That makes the issue considerably larger than a dispute involving a handful of former executives.

Employee stock options have played an important role in the growth of India’s technology and startup ecosystem. Instead of receiving only cash compensation, employees are often given the right to own or purchase shares in a company. If the business grows and eventually goes public or conducts a buyback, those options can become a significant source of wealth.

Flipkart employees have been waiting for precisely such an opportunity.

The company has been preparing for an eventual public listing for some time. It shifted its holding structure from Singapore to India, a move widely seen as an important step towards a domestic IPO. But the listing has repeatedly been pushed back.

In July, Krishnamurthy said Flipkart did not have a timeline for going public. Walmart has since reiterated that an IPO remains part of the company’s plans but said it would move ahead when the timing is right.

That uncertainty has become more noticeable as several other Indian consumer technology companies have moved towards the public markets.

Companies such as Swiggy and Meesho have already listed, while other new-age businesses have either begun the IPO process or moved closer to public markets. For Flipkart employees, the contrast is significant because a listing would provide a clear route to liquidity for their ESOP holdings.

The former executives also point to the fact that early investors and Flipkart’s founders have already had opportunities to realise their investments. They argue that former employees who helped build the company should not be left without a similar opportunity simply because they no longer work there.

The letter therefore frames the issue as one of fairness rather than preferential treatment.

The former executives include other senior names such as former Flipkart chief technology officers Amod Malviya and Ravi Garikipati, former chief people officer Mekin Maheshwari and former vice-president Anuj Chowdhary. Together, they represent an earlier generation of Flipkart leadership that helped build the company from its early e-commerce operations into a much larger digital commerce business.

Flipkart’s transformation has been substantial. The company expanded beyond its original bookselling business into electronics, fashion and other categories, acquired Myntra and Jabong, and eventually separated its payments business PhonePe into an independent company.

For those early employees, the ESOPs were part of the risk they accepted while working at a fast-growing private company. Many have now held the options for 10 to 15 years.

Walmart has acknowledged the concerns. A spokesperson said the company values the perspectives of current and former employees and would examine the issues raised in the letter. Walmart also reiterated that Flipkart’s IPO remains part of its strategic roadmap.

The pressure is not limited to former employees. Current Flipkart staff are also watching the situation closely, particularly as senior executives have left the company and questions over the timing of future ESOP liquidity events remain.

Reports indicate Flipkart has considered another employee liquidity programme that could allow eligible current employees to sell a larger portion of their vested options. However, such plans have not been finalised.

The broader challenge for Flipkart is now clear. Its employees have accumulated significant paper wealth, but without an IPO or sizeable buyback, that wealth remains difficult to access.

The former executives have therefore asked Walmart to provide a complete exit opportunity for eligible former employees holding vested options.