DEF 14A of Voya Financial, Inc.
Filed Apr 11, 2024 · FY20230001140361-24-019351
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our Board consists of 11 directors, who are elected annually by our shareholders for one-year terms, comprised of 10 independent directors, including the Non-Executive Chairman of our Board, and our President and CEO, Heather Lavallee. At our Annual Meeting, our shareholders will be asked to elect 11 nominees to our Board (collectively, the “Director Nominees”). Board Recommendation: Our Board unanimously recommends that our shareholders elect each of our Director Nominees described below under “Our Director Nominees”. Director Skills and Qualifications We believe that our director nominees bring a well-rounded variety of skills, qualifications and experiences, and represent an effective mix of deep company knowledge and fresh perspectives. Our Board believes that our Director Nominees' varying tenures, breadth of experience and mix of attributes strengthen our Board's independent leadership and effective oversight of management given Voya's businesses, the operating environment in our industries, and the Company's long-term strategy. Our Director Nominees have significant skills and experience in the following areas:
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Proposal 1: Election of Directors
Director Nomination and Re-Nomination The Nominating, Governance and Social Responsibility Committee is responsible for identifying individuals believed to be qualified to become Board members, consistent with criteria approved by our Board, and for selecting and recommending to the Board the nominees to stand for election as directors at the annual meeting of shareholders or, if applicable, at a special meeting of shareholders. The Committee does not set specific minimum qualifications that directors must meet in order to recommend them to the Board, but specific characteristics considered by the Committee when evaluating candidates for the Board include:
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| | | Diversity of background, including gender, ethnicity, race, culture and geography |
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| | | Financial literacy or other professional business experience relevant to an understanding of our business |
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| | | Significant leadership experience |
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| | | Independence for purposes of the New York Stock Exchange (NYSE) listing rules |
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| | | Accomplishments and reputation in the business community |
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| | | Strong character and integrity |
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We also appreciate the importance of critically evaluating individual directors and their contributions to our Board in connection with re-nomination decisions. In considering whether to recommend re-nomination of a director for election at our annual meeting, the Nominating, Governance and Social Responsibility Committee considers factors such as:
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| | | The extent to which the Board is diverse as a whole and responds to shareholder views |
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| | | Shareholder feedback, including the support received by director nominees at our last annual meeting |
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| | | The extent to which the director’s skills, qualifications and experience continue to contribute to the success of our Board |
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| | | Independence for purposes of the NYSE listing rules |
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| | | Attendance and participation at, and preparation for, Board and Committee meetings |
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Proposal 1: Election of Directors
Consideration of Shareholder Nominees It is the policy of the Nominating, Governance and Social Responsibility Committee to consider candidates recommended by shareholders in the same manner as other candidates. Mr. Leary is standing for election by our shareholders for the first time. The Nominating, Governance and Social Responsibility Committee retained a third-party search firm and led a process for identifying director candidates. Mr. Leary was identified and recommended as a director candidate due to a number of factors, including his C-suite general management and financial services experience. Shareholders wishing to submit potential director candidates for consideration should submit the names of their nominees, a description of their qualifications and background and the signed consent of the nominee to be so considered, to our Nominating, Governance and Social Responsibility Committee, care of the Corporate Secretary, Voya Financial, Inc., 230 Park Avenue, New York, New York 10169. For more information on how and when to submit a nomination, see “Part V: Other information — Frequently Asked Questions About our Annual Meeting — How do I submit a shareholder proposal or director nominations for the 2025 Annual Meeting?”. Our Director Nominees If elected by our shareholders, the 11 Director Nominees, all of whom are currently members of our Board, will serve for a one-year term expiring at our 2025 Annual Meeting of Shareholders. Each duly elected director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. Each of our Director Nominees has been approved and nominated for election by our Board. All of our directors are elected by a majority vote of our shareholders, excluding abstentions. Below is biographical information about our Director Nominees. This information is current as of the date of this proxy statement and has been confirmed by each of the Director Nominees for inclusion in this proxy statement.
Proposal 1: Election of Directors
| Lynne Biggar Age: 61 Director Since: 2014-2021, 2022 to current | Experience Ms. Biggar is currently a Senior Advisor at Boston Consulting Group (“BCG”) and an independent public and private board director. Prior to joining BCG in April 2022, she served as the Executive Vice President and Global Chief Marketing Officer of Visa Inc., a payment card services corporation, until March 2022. Prior to joining Visa in February 2016, Ms. Biggar served as the Executive Vice President of Consumer Marketing + Revenue at Time Inc. from November 2013 to January 2016. Prior to that, Ms. Biggar served as Executive Vice President & General Manager of International Card Products + Experiences for American Express from January 2012 to November 2013 and was a member of the company’s Global Management Team. From August 2009 to January 2012, Ms. Biggar served as Executive Vice President & General Manager of the Membership Rewards and Strategic Card Services group at American Express. Prior to that, Ms. Biggar led American Express’ consumer travel business from January 2005 to July 2009. Before joining American Express in 1992, Ms. Biggar held various positions in international strategy and marketing. Ms. Biggar has been recognized by Forbes as one of the World’s Most Influential CMOs three years in a row (2019–2021), by Business Insider as one of the 25 Most Innovative CMOs in the World (2020), by Adweek’s Top 50 and 30 Most Powerful Women in Sports (2018–2020), and Most Tech Savvy CMOs (2018). Brand Innovators also named her on its “Top 100” Women in Brand Marketing list for five consecutive years. Board Memberships and Other Positions ■ Finastra ■ Leading Hotels of the World ■ Anheuser-Busch InBev (a public company) |
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| Stephen Bowman Age: 60 Director Since: 2023 | Experience Mr. Bowman served as Chief Financial Officer of The Northern Trust Corporation, a financial services company, from 2014 until his retirement in February 2020. As CFO, Mr. Bowman was responsible for the company’s Global Finance function including Controller’s group, Financial Planning and Analysis, Tax, Investor Relations, Treasury, Capital Adequacy, Business Unit Finance, Corporate Real Estate, Procurement, Fee Billing and Finance Technology. Prior to his CFO role, Mr. Bowman served in various leadership positions at The Northern Trust Corporation, including Chief Human Resources Officer and CEO of Northern Trust’s European and North American region. Mr. Bowman is a National Trustee of Miami University and serves as the Chair of the Investment Subcommittee. Mr. Bowman has also served as the Chairman of the Lincoln Park Zoo and Glenwood Academy. Mr. Bowman is a graduate of Miami University and earned an MBA from DePaul University. Board Memberships and Other Positions ■ First Interstate Bank (a public company) ■ FNZ Trust Company |
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| Yvette S. Butler Age: 58 Director Since: 2021 | Experience Ms. Butler is the founder of Hive Wealth, a community-driven, financial planning mobile app aimed at helping people build financial wealth. Founded in 2017, Ms. Butler later became CEO of the company in February 2022. Ms. Butler previously was President of SVB Private Bank & Wealth Management from June 2018 to May 2022. Prior to joining SVB, Ms. Butler was the Executive Vice President of Capital One Investing from April 2013 to March 2018. Prior to joining Capital One, Ms. Butler served as Managing Director for Wells Fargo Advisors heading up the direct business teams, including WFA Solutions and WellsTrade. Ms. Butler also led investor marketing for E*Trade and launched Merrill Lynch’s Financial Advisory Center which later became MerrillEdge. In 2001, she moved to Merrill Lynch as Retirement Group Director. Ms. Butler’s early career included Merrill Lynch investment banking, Charles Schwab and McKinsey. Board Memberships and Other Positions ■ Synctera ■ Hillcrest Finance, LLC |
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Proposal 1: Election of Directors
| Jane P. Chwick Age: 61 Director Since: 2014 | Experience Ms. Chwick was a partner at Goldman Sachs Group, Inc., where she had a 30-year career in technology, most recently as the co-chief operating officer of the Technology Division, until her retirement in 2013. In that role, she was responsible for financial and business planning, setting the technical strategy and the management of an 8,000-person organization within the firm. While at Goldman, Ms. Chwick served on many governance committees, including the firm’s Finance Committee, the Firm Wide New Activity Committee and the Technology Risk Committee, and was co-chair of the Technology Division Operating Committee. Ms. Chwick was also the co-founder and co-CEO of Trewtec, Inc., providing corporate directors, chief executive officers and chief technology officers with the information they need to improve their oversight of a company’s technology function. Ms. Chwick previously served on the board of directors of Essent Group (a public company) and The Queens College Foundation, both until December 31, 2021. Board Memberships and Other Positions ■ M&T Bank (a public company) ■ MarketAxess Holdings, Inc. (a public company) ■ ThoughtWorks (a public company) |
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| Kathleen DeRose Age: 63 Director Since: 2019 | Experience Ms. DeRose is a Clinical Professor of Finance at the New York University Leonard N. Stem School of Business, where she leads the FinTech curriculum and is the Director of the Fubon Center for Technology, Business, and Innovation. Ms. DeRose was the Managing Director, Head of Business Strategy and Solutions, Investment Strategy and Research at Credit Suisse Group AG, from 2013 to 2015, and the Managing Director, Head of Global Investment Process, Asset Management at Credit Suisse from 2010 to 2013. Prior to that, Ms. DeRose was the Managing Partner, Head of Portfolio Management and Research at Hagin Investment Management from 2006 to 2010, and the Managing Director, Head of Large Cap Equities at Bessemer Trust from 2003 to 2006. Prior to 2003, Ms. DeRose also held a number of roles at Deutsche Bank, from 1991 to 2003, where she became the Managing Director, and at JP Morgan Chase (formerly Chase Manhattan Bank), from 1983 to 1991. Board Memberships and Other Positions ■ London Stock Exchange Group (a public company) ■ Enfusion, LLC (a public company) ■ Experian (a public company) |
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Proposal 1: Election of Directors
| Hikmet Ersek Age: 63 Director Since: 2023 | Experience Mr. Ersek has more than 38 years of executive experience in Global Financial Services. Mr. Ersek is currently Advisor Board Member of waterdrop® Company, a global beverage supplements company. Between 2022-2023 he was a Supervisory Board member of Erste Bank Holding (EBS.VI). With his investment vehicle, Ersek Enterprises LLC, he is also advising and investing in privately held companies. Additionally, since 2015 he has been serving as the Austrian Honorary Consul in the U.S., responsible for Colorado, Wyoming, and New Mexico. Mr. Ersek began his global career in financial services in Europe when he joined Europay/MasterCard in Austria in 1986. A decade later in 1996, he joined General Electric (GE) Capital as Business Development executive, and he also represented the GE Corporation as the National Executive for Austria and Slovenia. Mr. Ersek speaks English, German and Turkish fluently and is a citizen of Austria & Turkey and a resident of the U.S., Mr. Ersek draws on his international background. Mr. Ersek joined Western Union (NYSE: WU) in 1999 and until 2010 was responsible for international expansion of Western Union in Europe, Africa, and Asia. From 2010 until 2021, he was the CEO and a Director of the company. Founded more than 170 years ago, Western Union has become under Mr. Ersek’s leadership one of the world’s largest companies, serving more than 150 million customers in 200 countries, with 12,000 employees speaking more than 75 languages. Mr. Ersek successfully diversified and evolved Western Union’s business portfolio to become a global digital payments company. Board Memberships and Other Positions ■ Special Advisor to waterdrop® |
Proposal 1: Election of Directors
| Ruth Ann M. Gillis Age: 69 Director Since: 2015 | Experience From 2008 until her retirement in 2014, Ms. Gillis served as Executive Vice President and Chief Administrative Officer of Exelon Corporation, a publicly-held Fortune 100 diversified energy company, and President of Exelon Business Services Company, a subsidiary of Exelon Corporation. Ms. Gillis also served as Chief Diversity Officer and as Chief Financial Officer of Exelon Corporation. Prior to her time at Exelon Corporation, Ms. Gillis served as Chief Financial Officer of the University of Chicago Hospitals and Health System and, from 1977 to 1996, Ms. Gillis held various senior management and lending positions at First Chicago Corporation. Ms. Gillis has extensive finance, banking, risk management, financial reporting, operations and information technology, human capital management, and regulatory expertise acquired in highly regulated and complex industries with a history of accomplishment and executive capability. Ms. Gillis qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission and has been recognized as a National Association of Corporate Directors Board Leadership Fellow since 2017. Board Memberships and Other Positions ■ Snap-On Incorporated (a public company) ■ KeyCorp (a public company) ■ Life Trustee of the Goodman Theatre and ■ Life Director of the Lyric Opera of Chicago |
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Proposal 1: Election of Directors
| Heather Lavallee Chief Executive Officer Age: 54 Director Since: 2022 | Experience Heather Lavallee has been chief executive officer since January 2023 and a director of the Company since July 2022. Ms. Lavallee has more than 30 years of experience in the financial services industry. As Chief Executive Officer, Ms. Lavallee is responsible for the overall strategy and performance of the Company. Prior to assuming her current role as CEO, Ms. Lavallee served as the Company’s president and CEO-elect, overseeing Voya’s Workplace Solutions and Investment Management businesses, as well as Voya’s technology and data organizations, strategy and risk teams. Previously at Voya, Ms. Lavallee served as CEO of Voya’s Wealth Solutions business where she led its customer experience and profitable growth. Ms. Lavallee also served as the president of the Company’s Tax-Exempt Markets business, and was responsible for all aspects of that business, including product, distribution, financial management, strategy and operational performance. Under her leadership, Voya’s Tax-Exempt Markets business achieved significant client growth, including Voya becoming the largest retirement plan provider in the government market in 2020. Prior to that, Ms. Lavallee was president of Employee Benefits (now Health Solutions), where she oversaw all aspects of the group and voluntary insurance business, including strategy, product development, underwriting, actuarial, distribution and marketing. Board Memberships and Other Positions ■ Council for Economic Education |
Proposal 1: Election of Directors
| Robert G. Leary Director Since: 2024 Age: 61 | Experience Mr. Leary has more than 30 years of experience across the asset management, employee benefits, retirement, insurance and annuities industries. Mr. Leary has served as Group CEO of The Olayan Group; CEO of TIAA Global Asset Management, LLC; CEO of Nuveen Investments, Inc.; and CEO of ING Financial Services Inc., a predecessor to Voya Financial. Earlier in his career, Mr. Leary held roles at both AIG Financial Products Corp. and JPMorgan Chase & Co. Mr. Leary has served on the Board of the American Council of Life Insurers (ACLI) and numerous not for profits focusing on education, the environment and humanitarian aid. He received a J.D. from Fordham University School of Law and a bachelor’s degree in history from Union College. Board Memberships and Other Positions ■ Intact Financial Corporation (a public company) ■ Citizens Financial Group, Inc. Citizens Bank, N.A. (a public company) ■ Wilton Re U.S. Holdings, Inc. ■ Arrow Global Group |
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Proposal 1: Election of Directors
| Aylwin B. Lewis Director Since: 2020 Age: 70 | Experience Mr. Lewis served as Chairman, Chief Executive Officer and President of Potbelly Corporation, a franchisor of quick service restaurants, from June 2008 until his retirement in November 2017. From September 2005 to February 2008, Mr. Lewis was President and Chief Executive Officer of Sears Holdings Corporation and Chief Executive Officer of Kmart and Sears Retail following Sears’ acquisition of Kmart Holding Corporation in March 2005. Mr. Lewis also served as Chief Multi-Branding and Operating Officer of YUM! Brands, Inc., a franchisor and licensor of quick service restaurants including KFC, Long John Silvers, Pizza Hut, Taco Bell and A&W, from 2003 until October 2004, Chief Operating Officer of YUM! Brands from 2000 until 2003, and Chief Operating Officer of Pizza Hut from 1996 to 1997. Mr. Lewis previously served on the board of directors of Red Robin Gourmet Burgers, Inc., The Walt Disney Company and Starwood Hotels, each a public company. Board Memberships and Other Positions ■ Marriott International (a public company) ■ Chefs’ Warehouse Inc (a public company) |
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| Joseph V. Tripodi Age: 68 Director Since: 2015 | Experience Mr. Tripodi has significant global and functional experience in numerous diverse industries. Mr. Tripodi was the Chief Marketing Officer of The Subway Corporation from December 2016 to 2019. Prior to that, Mr. Tripodi was the Executive Vice President and Chief Marketing & Commercial Officer of The Coca-Cola Company from 2007 to 2015. Prior to joining The Coca-Cola Company in 2007, Mr. Tripodi was Senior Vice President and Chief Marketing Officer of Allstate Insurance Company from 2003 to 2007. Mr. Tripodi also previously served as Chief Marketing Officer for The Bank of New York in 2002 and Seagram Spirits & Wine from 1999 to 2002. Prior to joining Seagram, Mr. Tripodi held several marketing roles at MasterCard International, including serving as its Executive Vice President, Global Marketing, Products and Services from 1989 to 1998. Board Memberships and Other Positions ■ Newman’s Own ■ Playfly Sports, LLC |
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BOARD COMMITTEES
BOARD COMMITTEES Our Board has the following Committees: Audit; Compensation, Benefits and Talent Management; Nominating, Governance and Social Responsibility; Risk, Investment and Finance; Technology, Innovation and Operations; and Executive. The current members of the Board and the Committees of the Board on which they currently serve are identified below.
BOARD COMMITTEES
| Audit Committee* | | | Members: 5 ▪ Lynne Biggar ▪ Stephen Bowman ▪ Kathleen DeRose ▪ Ruth Ann M. Gillis (Chair, pictured**) ▪ Aylwin B. Lewis Audit Committee Financial Experts: ▪ Stephen Bowman ▪ Ruth Ann M. Gillis ▪ Aylwin Lewis | Key Responsibilities: The Audit Committee’s primary function is to assist the Board in fulfilling its oversight responsibilities of the financial reports and other financial information filed with the U.S. Securities and Exchange Commission or provided by us to regulators; our risk and capital profile and policies; our independent auditors’ qualifications and independence; and the performance of our independent auditors and our internal audit function. As discussed more fully in the Audit Committee Charter, the Audit Committee performs many functions including: ▪ Exercising responsibility for the appointment, compensation, retention and oversight of the work of the independent auditors, who report directly to the Audit Committee; ▪ Reviewing and evaluating the qualifications, performance and independence of the lead partner of the independent auditors; ▪ Advising management, the internal auditing department and the independent auditors that they are expected to provide to the Audit Committee a timely analysis of significant issues and practices relating to accounting principles and policies, financial reporting and internal control over financial reporting; and ▪ Meeting with management, the independent auditors and, if appropriate, the Chief Auditor to discuss the scope of the annual audit, review and discuss the annual audited financial statements, and discuss any significant matters arising from any audit, among other matters described more fully in the Audit Committee Charter. | | Number of Meetings in 2023: 11 | The Audit Committee operates pursuant to the Audit Committee Charter, available on our website https://investors.voya.com. See Part III — Audit-Related Matters of this proxy statement for additional information about our Audit Committee. |
BOARD COMMITTEES
| * The Board determined that all members of the Audit Committee are independent under the NYSE and SEC requirements. |
BOARD COMMITTEES
| ** Ruth Ann M. Gillis will assume the role of Non-Executive Chairperson upon the election of directors at the Annual Meeting. Upon Ms. Gillis’s appointment as Non-Executive Chair, Aylwin B. Lewis will become Chair of the Audit Committee. |
BOARD COMMITTEES
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BOARD COMMITTEES
| Compensation, Benefits and Talent Management Committee | | | Members: 7 ▪ Lynne Biggar (Chair, pictured) ▪ Yvette S. Butler ▪ Hikmet Ersek ▪ Robert G. Leary ▪ Aylwin B. Lewis ▪ Joseph V. Tripodi ▪ David Zwiener Number of Meetings in 2023: 8 | Key Responsibilities: The Compensation, Benefits and Talent Management Committee’s primary function is to oversee the compensation and benefits of the CEO, Management Executive Committee Members and other employees of the Company, and to review the Company’s strategies related to talent management. As discussed more fully in the Compensation, Benefits and Talent Management Committee Charter, the Committee performs many functions including: ▪ Annually reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO and evaluating his or her performance in light of these goals; ▪ Determining the compensation of our executive officers and other appropriate officers, and administering our incentive and equity-based compensation plans; ▪ Selecting, retaining, terminating and approving the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management; with respect to compensation consultants retained to assist in the evaluation of director, CEO or senior executive compensation, this authority is vested solely in the Compensation, Benefits and Talent Management Committee; and ▪ Reviewing, assessing and making reports and recommendations to the Board as appropriate on the Company’s policies, procedures and strategies relating to (a) diversity and inclusion, (b) the recruitment, retention and development of management resources, (c) talent management, (d) employee engagement and well-being, (e) workplace environment and corporate culture and (f) succession planning, with the emphasis on succession at the executive officer level and with the exception of CEO succession planning, which is overseen by the Nominating, Governance and Social Responsibility Committee. | | | The Compensation, Benefits and Talent Management Committee operates pursuant to the Compensation, Benefits and Talent Management Committee Charter, available on our website https://investors.voya.com. |
BOARD COMMITTEES
| Nominating, Governance and Social Responsibility | | | Members: 7 ▪ Yvette S. Butler ▪ Jane P. Chwick ▪ Hikmet Ersek ▪ Robert G. Leary ▪ Aylwin B. Lewis ▪ Joseph V. Tripodi (Chair, pictured) ▪ David Zwiener Number of Meetings in 2023: 4 | Key Responsibilities: The primary purpose of the Nominating, Governance and Social Responsibility Committee is to identify, evaluate and recommend individuals qualified to become members of the Board, select or recommend director nominees to stand for election at each annual meeting or to fill vacancies, and oversee the annual performance evaluation of each committee. As discussed more fully in the Nominating, Governance and Social Responsibility Charter, the Committee performs many functions including: ▪ Identifying and recommending candidates for election to our Board and each Board Committee; ▪ Reviewing and reporting to the Board on compensation of directors and Board Committee members; ▪ Developing, recommending and monitoring corporate governance principles applicable to the Board and the Company as a whole; ▪ Reviewing environmental, sustainability and corporate social responsibility matters of significance to the Company; and ▪ Overseeing succession planning for the CEO and the development of the processes and protocols regarding succession plans for the CEO, and reviewing the development of individual high-potential executives. | | | The Nominating, Governance and Social Responsibility Committee operates pursuant to the Nominating, Governance and Social Responsibility Committee Charter, available on our website https://investors.voya.com. |
BOARD COMMITTEES
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BOARD COMMITTEES
| Risk, Investment and Finance Committee | | | Members: 6 ▪ Stephen Bowman ▪ Yvette S. Butler ▪ Jane P. Chwick ▪ Kathleen DeRose (Chair, pictured) ▪ Hikmet Ersek ▪ Ruth Ann M. Gillis Number of Meetings in 2023: 4 | Key Responsibilities: The primary purpose of the Risk, Investment and Finance Committee is to assist the Board in fulfilling its oversight of management’s responsibilities with respect to capital management, investment and certain risk matters. As discussed more fully in the Risk, Investment and Finance Committee Charter, the Committee performs many functions including: ▪ Overseeing and reviewing information regarding enterprise risk management; ▪ Reviewing the investment strategy, portfolio composition and investment performance pertaining to our general account; ▪ Monitoring our capital needs, liquidity and financing arrangements, our ability to access capital markets and our financing plans; and ▪ Reviewing and making recommendations to the Board with respect to our capital management policies, including repurchases of securities, dividends on our common stock and preferred stock and stock splits. | | | The Risk, Investment and Finance Committee operates pursuant to the Risk, Investment and Finance Committee Charter, available on our website https://investors.voya.com. |
BOARD COMMITTEES
| Technology, Innovation and Operations Committee | | | Members: 7 ▪ Lynne Biggar ▪ Stephen Bowman ▪ Jane P. Chwick (Chair, pictured) ▪ Kathleen DeRose ▪ Robert G. Leary ▪ Joseph V. Tripodi ▪ David Zwiener Number of Meetings in 2023: 5 | Key Responsibilities: The Technology, Innovation and Operations Committee is primarily responsible for reviewing the Company’s technology, cybersecurity, operations, operational resilience and innovation strategies, and associated budgets, and its duties include: ▪ Reviewing the measurements and tracking systems in place to achieve successful innovation; ▪ Monitoring existing and future trends in technology, cybersecurity, operations, operational resilience and innovation; ▪ Reviewing the major technology risk exposures of the Company, including risk relating to information security, cybersecurity, software change management and deployment and system capacity, and the steps to monitor and control such exposures; ▪ Reviewing the Company’s business continuity planning and disaster recovery capabilities and contingency plans; and ▪ Reviewing the Company’s risk management and risk assessment guidelines and policies with respect to technology related risks. | | | The Technology, Innovation and Operations Committee operates pursuant to the Technology, Innovation and Operations Committee Charter, available on our website https://investors.voya.com. |
BOARD COMMITTEES
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BOARD COMMITTEES
| Executive Committee | | | Members: 4 ▪ Kathleen DeRose ▪ Heather Lavallee ▪ Rodney O. Martin Jr.* ▪ David Zwiener (Chair, pictured) Number of Meetings in 2023: 0 | Key Responsibilities: The Executive Committee of the Board is responsible for taking action where required in exigent circumstances, and where it is impracticable to convene or obtain the unanimous written consent of the full Board. The Executive Committee operates pursuant to the Executive Committee Charter, available on our website https://investors.voya.com. |
BOARD COMMITTEES
| * Mr. Martin served as Chair through the expiration of his term on February 29, 2024, and was succeeded by David Zwiener. |
BOARD COMMITTEES
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COMPENSATION DISCUSSION AND ANALYSIS
| (3) Mr. Silva’s employment with Voya was terminated on November 30, 2023. In accordance with the terms of Voya’s Severance Plan for Senior Managers, Mr. Silva’s termination is a qualifying termination without cause. Mr. Silva is included in this Compensation Discussion & Analysis as a former executive officer pursuant to SEC rules. |
COMPENSATION DISCUSSION AND ANALYSIS
| What We Heard | Company Perspective / Responsive Actions | | | Importance of alignment between CEO pay and relative total shareholder return (TSR) performance | ✔ | We are committed to the alignment between CEO pay and relative TSR. We accomplish this by regularly reviewing our results in relation to proxy advisory firm pay for performance methodology, as well as designing our incentive compensation plans such that payouts correlate to shareholder value creation. | | | ✔ | To reinforce alignment of CEO pay with Voya’s TSR performance, our CEO’s performance stock unit award includes a 3-year relative TSR performance metric, which is weighted 50%. | | | ✔ | Additionally, payout on the relative TSR component of the PSUs is capped at target if Voya’s absolute TSR is negative. | | | ✔ | The portfolio of additional performance metrics included in our annual cash incentive plan and the long-term incentive plan are intended to be leading indicators of shareholder value creation. | | | ✔ | All long-term incentives are stock-based, with the underlying realizable value based on our share price performance. |
COMPENSATION DISCUSSION AND ANALYSIS
| What We Heard | Company Perspective / Responsive Actions | | | Provide greater disclosure on limited use and structure of one-time PSU awards | ✔ | One-time awards for NEOs are not a common practice for us and have only been used a handful of times in Voya’s history. | | | ✔ | The one-time awards granted in 2022 were used to incentivize the CEO-elect, stabilize and align the management team and accelerate the build of a meaningful equity position. As discussed more fully in supplements filed with our 2023 proxy statement and summarized in this CD&A, the awards were designed to align with shareholder interests through its multi-year attainment and vesting features and aggressive share price hurdles. This CD&A includes updates about the interim performance achievement during the completed fiscal year. Please see discussion starting on page 50. | | | ✔ | No one-time or special awards were granted to NEOs during 2023, and no such awards are currently under consideration by the Compensation, Benefits and Talent Management Committee. | | | ✔ | Voya commits to using one-time awards for any NEOs sparingly. If we do so, we will similarly design such awards with performance and vesting features that align with long-term shareholder interests and provide complete and transparent disclosure about such awards. | | Consider compensation peer group changes to ensure the peer group is appropriate and revisit more frequently | ✔ | We have assessed our compensation peer group as part of our regular practice. This includes reviewing size of comparable companies, among other business factors. | | | ✔ | We are transitioning from a bi-annual peer review process to an annual review process. | | | ✔ | For 2024, we removed Athene Holding Limited and added CNO Financial Group, Inc. to the peer group. As a result of this change, Voya will be more competitively positioned from a revenue and market cap size perspective within the peer group. | | Greater disclosure on features of compensation program | ✔ | We have strengthened and simplified the CD&A to provide comprehensive information for shareholders, including clear summaries of the 2023 performance year compensation, as well as the Company’s annual cash incentive and long-term incentive plans. | | | ✔ | With respect to the annual cash incentive awards, we provide detailed disclosure with respect to the financial metrics and goals (which are weighted 85%) and individual performance highlights (which are qualitatively assessed). | | | ✔ | We also provide disclosure of key categories of strategic indicators (which are collectively weighted 15%), with results reflected in the performance assessments of each NEO (see discussion starting on page 45). The individual strategic goals and associated quantitative targets, which seek to be rigorous, are not disclosed because they relate to our internal business objectives, and external disclosure would result in competitive harm. However, the indicators align with metrics that we periodically share with investors on our quarterly earnings calls. We believe that strong execution of the strategic indicators will be reflected in our overall profitability and return on equity. | | | ✔ | With respect to PSU awards, we forward disclose the full performance range and payout opportunity for the relative TSR performance metric (which is weighted 50% at the outset of the performance period). Additionally, payout on the relative TSR component of the PSUs is capped at target if Voya’s absolute TSR is negative. We also forward disclose the three-year financial metrics (which are collectively weighted 50%) and payout opportunity. We do not forward disclose the target goals for each financial metric because they may be indirectly viewed as forward-looking guidance. However, we will continue to provide complete and transparent disclosure of the target, threshold and maximum performance goals, achievement level and corresponding payout following completion of the performance period. |
COMPENSATION DISCUSSION AND ANALYSIS
| Incentive Type | Compensation Element | Form of Compensation | Performance Metric | Objective/Purpose | Subject to Clawback and Forfeiture | Key 2023 Actions and Outcomes | | Fixed | Base salary | Cash | | Compensates NEOs for the day-to-day services performed for the Company. Attracts and retains talented executives with competitive compensation levels. | Yes | Base salary adjustments made for Ms. Lavallee and Mr. Martin in connection with their changed roles and responsibilities. | | Variable | Annual cash incentive compensation | Cash | Adjusted Operating Earnings (50%) Adjusted Operating Return on Allocated Capital (35%) Strategic Indicators, with quantitative measures (15%) | Motivates executives to achieve performance goals selected based on the Company’s annual business plan. Pay differentiation based on business and individual performance. | Yes | Performance was below target for Adjusted Operating Earnings and Adjusted Operating Return on Allocated Capital and above target for Strategic Indicators, resulting in an 82% funding level. | | Variable | Long-term equity-based incentive compensation— granted based upon prior year performance and other factors | Performance Stock Units (PSUs) weighted 55% Restricted Stock Units (RSUs) weighted 45% | PSUs have forward-looking performance vesting conditions for the 2024-2026 period based on the following metrics: Relative Total Shareholder Return (TSR) vs. Compensation Peer Group (50%) Adjusted Operating Earnings Per Share (EPS) (30%) Adjusted Operating Return on Equity (ROE) (20%) | Equity-based compensation helps to create a culture that is focused on long-term value creation and enables retention of share ownership, and is used to retain executive talent. PSUs are subject to 3-year cliff-vesting. RSUs vest annually in three equal installments. We forward disclose the relative TSR goals but do not forward disclose the Adjusted Operating Return on Equity and Adjusted Operating Earnings Per Share goals; however, we will provide complete and transparent disclosure after completion of the performance period. | Yes | Performance for the 2021-2023 period was above target for Adjusted Operating ROE and Adjusted Operating EPS but below target on relative TSR, resulting in payout of 85% of target for the PSUs granted in 2021. | | Variable | 2022 One-Time Award in connection with leadership transition | Performance Stock Units (weighted 80% for CEO; 70% for non-CEO grantees) Restricted Stock Units (weighted 20% for CEO; 30% for non-CEO grantees) | PSUs have six stock price vesting hurdles ranging from $69.10/share to $119.10/share (2x the grant price of $59.55/share), measured over a 3- year performance period. CEO RSUs cliff-vest on July 1, 2025; non-CEO RSUs vest ratably in three annual tranches over three years. | The one-time award was intended to focus then CEO-elect, Heather Lavallee, on achieving business objectives resulting in stock price appreciation, retain the executive team over the next three years, and help build meaningful stock ownership. The PSUs were designed to specifically incentivize significant and sustained stock price performance. | Yes | The first stock price vesting hurdle of $69.10/share was achieved in 2023; however, the earned PSUs will vest on June 30, 2025, subject to continued employment. |
COMPENSATION DISCUSSION AND ANALYSIS
| | | | LTI Grant Value | | | | | | Annual Base Salary | Annual Cash Incentive | PSUs | RSUs | Total LTI | Total Compensation for 2023 | | Ms. Lavallee | $950,000 | $1,752,750 | $3,918,750 | $3,206,250 | $7,125,000 | $9,827,750 | | Mr. Templin | $800,000 | $1,246,400 | $1,650,000 | $1,350,000 | $3,000,000 | $5,046,400 | | Mr. Martin(1) | $1,025,000 | $1,891,125 | $4,228,125 | $3,459,375 | $7,687,500 | $10,603,625 | | Ms. Hurtsellers | $625,000 | $1,537,500 | $1,289,063 | $1,054,688 | $2,343,750 | $4,506,250 | | Mr. Grubka | $650,000 | $1,599,000 | $1,126,125 | $921,375 | $2,047,500 | $4,296,500 | | Former Executive Officer | | | | | | | | Mr. Silva(2) | $540,833 | $554,354 | — | — | — | $1,095,187 |
COMPENSATION DISCUSSION AND ANALYSIS
| (2) Mr. Silva’s employment was terminated on November 30, 2023. In accordance with the terms of Voya’s Severance Plan for Senior Managers, Mr. Silva’s termination is a qualifying termination without cause, and he was therefore eligible for severance payments and benefits. Amounts shown reflect prorated amounts for Mr. Silva’s 2023 employment and do not include severance payments and benefits. Please see discussion and tables in “Summary Compensation Table” on page 55 and “Potential Payments upon Termination or Change in Control” on page 69. |
COMPENSATION DISCUSSION AND ANALYSIS
| Key Compensation-Related Governance Practices | | | What we do: | What we don’t do: | | ✔ Significant percentage of target annual compensation delivered in the form of variable compensation tied to performance. ✔ Long-term objectives are aligned with the creation of shareholder value. ✔ Performance assessment of the CEO is conducted by the Compensation, Benefits and Talent Management Committee with input from all independent directors and advice from the Committee’s independent compensation consultant. ✔ A majority of long-term incentive equity grants to our NEOs are in the form of performance share units (PSUs). ✔ The Compensation, Benefits and Talent Management Committee’s independent compensation consultant performs services only for the Committee. ✔ Executive perquisites are limited and do not include tax gross-ups. ✔ Executives are subject to a rigorous clawback policy that exceeds the NYSE listing requirements. ✔ Compensation programs do not encourage excessive risk-taking. ✔ Robust stock ownership guidelines. | ✘ No automatic single-trigger acceleration of equity awards on a change in control transaction. ✘ No “liberal share recycling” or dividends / dividend equivalent rights for stock options or stock appreciation rights. ✘ No excise tax gross-up provisions. ✘ No re-pricing of stock options or stock appreciation rights permitted without shareholder approval. ✘ No hedging or pledging of Voya securities is permitted under Company policy. |
Participants in the Process to Determine Compensation
| ▪ | Evaluation of the market competitiveness of each NEO’s total compensation package based on market data and each executive’s experience and contributions; |
Participants in the Process to Determine Compensation
| ▪ | Approval of any change to the total compensation package of NEOs, including base salary, annual cash incentive awards and long-term equity incentive awards; and |
Base salary
| (4) Mr. Silva was not an NEO in 2022. His employment was terminated on November 30, 2023; the base salary shown is the prorated 2023 amount. In accordance with the terms of Voya’s Severance Plan for Senior Managers, Mr. Silva’s termination is a qualifying termination without cause. |
Annual cash incentive compensation
Annual cash incentive compensation Our annual cash incentive program is designed to reward participants based on critical financial results and for their annual contributions to those results. Individual incentive awards are based on an annual evaluation of business performance and each NEO’s individual performance. In this CD&A, references to 2023 annual cash incentive compensation awards are to the annual cash incentive compensation amounts that were paid to NEOs in March 2024, which were designed to recognize individual and Company performance during 2023. As described in more detail below, an NEO’s annual cash incentive award is determined after taking into account the performance of the Company under several financial measures relative to quantitative goals set forth at the beginning of the fiscal year and based on a qualitative assessment of individual performance and other factors considered relevant by the Compensation, Benefits and Talent Management Committee.
Annual cash incentive compensation
| Voya 2024 Proxy Statement | 43 |
Annual cash incentive compensation
The Compensation, Benefits and Talent Management Committee determined 2023 annual cash incentive compensation for our NEOs by applying a multi-step process: Each of these steps is described in more detail below: Step 1: Establishment of Annual Cash Incentive Compensation Target and Maximum Opportunity. Each NEO’s 2023 target annual cash incentive opportunity was originally determined under the terms of their respective employment agreement or offer letter, and reviewed by the Compensation, Benefits and Talent Management Committee in early 2023 or in connection with their promotion, with reference to the compensation amount publicly disclosed by the Comparison Group to assess competitiveness. The target and maximum annual cash incentive amounts were considered as one element of our NEOs’ overall total direct compensation opportunities, and, based in part on this review, total direct compensation opportunities were set with reference to median total target compensation as reflected in the comparative data. The target 2023 annual cash incentive award opportunities for the NEOs, as a percentage of 2023 base salary, were as follows:
Annual cash incentive compensation
| | Annual Base Salary | 2023 Target Annual Cash Incentive | Target Annual Cash Incentive as % of Base Salary | | Ms. Lavallee | $950,000 | $2,137,500 | 225% | | Mr. Templin | $800,000 | $1,600,000 | 200% | | Mr. Martin | $1,025,000 | $2,306,250 | 225% | | Ms. Hurtsellers | $625,000 | $1,875,000 | 300% | | Mr. Grubka | $650,000 | $1,950,000 | 300% | | Former Executive Officer | | | | | Mr. Silva(1) | $540,833 | $676,042 | 125% |
Annual cash incentive compensation
| (1) Mr. Silva’s employment was terminated on November 30, 2023. Pursuant to the terms of Voya’s Severance Plan for Senior Managers, Mr. Silva was eligible for a prorated annual incentive for 2023. |
Annual cash incentive compensation
The maximum 2023 annual cash incentive opportunity was capped at two times the target award opportunity for all NEOs. Step 2: Establishment of Preliminary Annual Cash Incentive Compensation Amounts. Preliminary annual cash incentive amounts were determined based on Company performance in 2023 against target performance levels set by the Compensation, Benefits and Talent Management Committee during the first quarter of 2023, based on business forecasts and projections. Achievement against these targets was assessed by the Committee during the first quarter of 2024, following the availability of Company financial information for 2023. For 2023 annual cash incentive awards, preliminary annual compensation amounts were based on the target annual cash incentive compensation amounts for each of our NEOs, and on the Company financial performance under pre-established financial and strategic measures: Adjusted Operating Earnings, Adjusted Operating Return on Allocated Capital, and Strategic Indicators. Please see discussion above under “Key 2023 Compensation Actions” and “Why We Use These Performance Metrics in Our Incentive Compensation Program” for the rationale for using these measures in the annual cash incentive program. Performance between levels are subject to straight-line interpolation. Each of Adjusted Operating Earnings and Adjusted Operating Return on Allocated Capital is a non-GAAP financial measure. See Exhibit A — Non-GAAP Financial Measures.
Annual cash incentive compensation
| Voya 2024 Proxy Statement | 44 |
Annual cash incentive compensation
| | Weight | Minimum | Target | Maximum | Actual Performance | Payout | | Payout Opportunity | | 50% | 100% | 150% | | | | Adjusted Operating Earnings ($ millions) | 50% | $834 | $1,042 | $1,251 | $917 | 70% | | Adjusted Operating Return on Allocated Capital | 35% | 16.4% | 20.5% | 24.7% | 19.3% | 85% | | Strategic Indicators(1) | 15% | 1.5 | 3.0 | 4.5 | 3.5 | 117% | | Total | 100% | | | | | 82% |
Annual cash incentive compensation
| (1) Each strategic indicator is assigned a rating from 1 to 5; a 3 rating indicates that the performance met the target. |
Annual cash incentive compensation
The strategic indicators are a portfolio of 13 quantitative indicators. The indicators are key metrics that drive financial performance and provide indications of current and future growth or net profit trajectories, such as growth in net flows or in-force premium growth, integration objectives related to our acquisition of AllianzGI and Benefitfocus, and efficiency gains. The individual strategic goals and associated quantitative targets, which seek to be rigorous, are not disclosed because they relate to our internal business objectives, and external disclosure would result in competitive harm to Voya. However, the indicators align with metrics that we periodically share with investors on our quarterly earnings calls. The average performance rating for the 2023 portfolio of strategic indicators was slightly above target (3.5) due to exceptional in-force premium and revenue growth in Health Solutions and above target achievement in our integration objectives for the AllianzGI and Benefitfocus acquisitions, partially offset by below target net flows in Investment Management driven by industry-wide pressures. Step 3: Individual Assessment and Determination of Individual Annual Cash Incentive Award. Following determination of the preliminary annual cash incentive amounts, the Compensation, Benefits and Talent Management Committee qualitatively assessed each NEO’s performance based on performance objectives that included individualized qualitative performance goals and business line or functional area performance. In the case of NEOs other than Ms. Lavallee, the views of Ms. Lavallee with respect to such performance were considered by the Committee as part of this assessment. The results of this assessment were as follows: Under Ms. Lavallee’s leadership, the Company achieved a number of significant accomplishments during 2023. These include, but are not limited to:
Annual cash incentive compensation
| ▪ | Financial results: Drove healthy performance through strong capital generation of approximately $800 million, as well as 7% growth in EPS excluding notable items(1), which included record adjusted operating earnings, excluding notable items, in Health. |
Annual cash incentive compensation
| ▪ | Strategic execution: Advanced Voya’s workplace strategy by completing the acquisition of Benefitfocus, Inc. (NASDAQ: BNFT) in January, which added industry-leading benefits administration capabilities. Voya’s benefits administration business serves the leading brokerage and consulting firms in the health and benefits industry and, through Voya’s employer and health plan customers, reaches approximately 12.2 million employees on its platform. The acquisition also strengthened revenue diversification across Voya with additional recurring fee revenues. |
Annual cash incentive compensation
| ▪ | Strategically enhanced Voya’s operating model by taking full ownership of Voya India in August to better serve Voya clients through greater automation, faster speed to market and enhanced innovation as well as create value for our shareholders through greater efficiency and expanded margin opportunity. |
Annual cash incentive compensation
| ▪ | Drove profitable growth, building on organic growth plans with progress across all three businesses, while managing impacts from macroeconomic trends in 2023. |
Annual cash incentive compensation
| ▪ | Wealth Solutions: Grew full-service recurring deposits in 2023 by 10% to $14.7 billion, consistent with our 2021 Investor Day target while maintaining retention levels at 98%. Net revenues excluding notable items also increased in 2023, as we generated net plan and participant growth, and diversification across spread- and fee revenues helped manage macroeconomic effects. |
Annual cash incentive compensation
| ▪ | Health Solutions: Delivered a 12th consecutive year of sales growth with a record sales effort to close 2023. This resulted in the third consecutive year of double-digit growth in annualized in-force premium and fees with growth across all product lines, including and excluding Benefitfocus. |
Annual cash incentive compensation
| ▪ | Voya Investment Management: Successfully integrated middle and back-office functions of Allianz Global Investors and generated $3.8 billion of net inflows in the international retail business during 2023 against a backdrop of industry-wide pressure, partly offsetting net outflows for overall IM. Voya IM ended 2023 with a diverse and expanded pipeline of US business. Additionally, Voya IM delivered strong investment performance with 76% and 77% of AUM above the benchmark or peer median on a 5- and 10-year basis, respectively, with 1-year performance being very strong across all asset classes. |
Annual cash incentive compensation
| 1 | For information regarding notable items and accompanying reconciliations, see Exhibit A. |
Annual cash incentive compensation
| Voya 2024 Proxy Statement | 45 |
Annual cash incentive compensation
| ▪ | Advanced our purpose to support clients, colleagues, and communities through initiatives like expanding multilingual capabilities in the Employee Benefits Resource Center, advancing the Voya Ambassadors program, cultivating a culture of employee volunteerism and charitable giving, advocating for disability inclusion through the Voya Cares program, and facilitating the National Personal Finance Challenge to advance nationwide youth financial literacy, all of which help to differentiate Voya in the market. |
Annual cash incentive compensation
| ▪ | Streamlined organization with efforts supported by robust leadership succession plans: Executed seamless transition of Chief Growth Officer role held by Charlie Nelson in April 2023; the Chief HR Officer role from Kevin Silva to internal successor Brannigan Thompson in August 2023; the CEO of IM role from Christine Hurtsellers to internal successor Matt Toms in January 2024; and the retirement of Rod Martin as Executive Chairman in February 2024. |
Annual cash incentive compensation
| ▪ | External Recognitions: Top 3 CEO in midcap insurance, as rated by buyside investors and sellside analysts and recognized by Institutional Investor Magazine. We were recognized by Fortune as a Great Place to Work® and Fortune Best Workplaces in Financial Services & Insurance, included in the 2023 Bloomberg Gender-Equality Index (GEI) for the 8th consecutive year, recertified as a Great Place to Work by the Great Place to Work Institute for the 8th consecutive year and recognized by the Ethisphere Institute as one of the 2023 World's Most Ethical Companies® for the 11th consecutive year. |
Annual cash incentive compensation
Under Mr. Templin’s leadership, the Company accomplished the following:
Annual cash incentive compensation
| ▪ | Developed a successful capital plan which allowed us to deploy in the current quarter the capital we generated in the prior quarter. Our strong capital generation of approximately $800 million, which was over 90% of adjusted operating earnings, supported our capital deployment in 2023: |
Annual cash incentive compensation
| ▪ | Deployed approximately $1.3 billion of capital in 2023 including: $0.6 billion of investment in the business through acquisitions, $0.5 billion of capital return to shareholders and $0.1 billion of debt retirement. |
Annual cash incentive compensation
| ▪ | Doubled the quarterly common stock dividend to $0.40, increasing the dividend yield to over 2%, while maintaining a conservative payout ratio. |
Annual cash incentive compensation
| ▪ | Managed strong balance sheet outcomes including healthy excess capital of $0.4 billion, RBC ratio of 433% and leverage ratio of 27.8% within our targeted range of 25% - 30%. |
Annual cash incentive compensation
| ▪ | Debt reduction resulted in annualized interest expense savings of $10 million. |
Annual cash incentive compensation
| ▪ | Focused on expense management to enable future growth: Delivered on internal expense reduction targets that will enable Voya to drive greater efficiency and create investment capacity for future growth. |
Annual cash incentive compensation
| ▪ | Transitioned to and successfully completed financial reporting under the Targeted Improvements to the Accounting for Long-Duration Contracts accounting standard. |
Annual cash incentive compensation
| ▪ | External Recognitions: Ranked #2 CFO in midcap insurance, as rated by buyside investors and sellside analysts and recognized by Institutional Investor Magazine. |
Annual cash incentive compensation
Under Mr. Grubka’s leadership, the Company accomplished the following:
Annual cash incentive compensation
| ▪ | Financial results: Drove outperformance against financial targets in Health, with strong year-over-year growth in revenues and earnings, offset by a shortfall in Wealth where business continued to face macroeconomic headwinds. |
Annual cash incentive compensation
| ▪ | In Health, delivered record earnings driven by favorable stop loss underwriting results and 20% in-force premiums and fees growth across the business (13% excluding Benefitfocus). 2023 Health sales were 97% of target (reflecting prior year sales activity). |
Annual cash incentive compensation
| ▪ | In Wealth, delivered 2023 net revenue excluding notables of $2.0 billion, up 1.2% year-over-year(2) although below target due to lower spread income caused by higher credited rates, fewer variable to fixed transfers and elevated participant surrenders. |
Annual cash incentive compensation
| ▪ | Strategic execution: |
Annual cash incentive compensation
| ▪ | Integrated Benefitfocus, resulting in a successful first open enrollment season under Voya ownership. Delivered myVoyage decision support integration to over 190,000 eligible employees, addressing the key needs of different customers. |
Annual cash incentive compensation
| ▪ | Expanded stop loss product down market achieving $50 million in sales (a 156% growth year-over-year in that market). Launched Voya Protect, a new supplemental health product to address the growing need in the supplemental benefits market. |
Annual cash incentive compensation
| ▪ | Actively progressed implementation of SECURE Act 2.0 provisions. |
Annual cash incentive compensation
| ▪ | Rolled out key components of our business growth strategy to deepen and expand our capabilities to improve outcomes for our workplace customers. |
Annual cash incentive compensation
| ▪ | Operational excellence: |
Annual cash incentive compensation
| ▪ | Improved the operational performance of Benefitfocus, which, for the first time in recent history, had 100% of employers go live on schedule, hit 100% of its call center service level agreements and increased the net promoter score approximately 36 points over the prior year. |
Annual cash incentive compensation
| ▪ | People and culture: |
Annual cash incentive compensation
| ▪ | Realigned leadership team to streamline organization with clear roles and responsibilities while supporting expense saves. |
Annual cash incentive compensation
| ▪ | Continued focus on talent development through mentorship and development programs for high-performing employees – through programs such as Leading with Purpose which provides select employees coaching to accelerate development, the Workplace Solutions Leadership Development Program which |
Annual cash incentive compensation
| 2 | For information regarding notable items and accompanying reconciliations, see Exhibit A. |
Annual cash incentive compensation
| Voya 2024 Proxy Statement | 46 |
Annual cash incentive compensation
provides high-performing junior-level managers with business and leadership courses as well as mentors, and Strategic Use of Really Great Employees (SURGE), a re-skilling program. SURGE was a Health Solutions focused program, which Voya piloted and committed to continue in both businesses to develop diverse talent. Under Ms. Hurtsellers' leadership, the Company accomplished the following:
Annual cash incentive compensation
| ▪ | Financial results: Organically grew the Privates and Alternatives platform to a $90 billion+ franchise, with the Privates franchise delivering more than $3 billion in 2023 despite challenging net cash flows, and Pomona Investment Fund standing at over $1.4 billion in AUM at year end, setting the stage for Voya IM to capitalize on increasing demand for uncorrelated asset classes. |
Annual cash incentive compensation
| ▪ | Capitalized on the AllianzGI acquisition, assumed responsibility for several new Allianz Capital Partner relationships, and launched two UCITS for AllianzGI to distribute internationally with assets surpassing $200 million to date. AllianzGI’s international retail channel delivered over $3.8 billion in positive net flows. |
Annual cash incentive compensation
| ▪ | Improved multi-sector performance, which, combined with a pickup in consultant advocacy for our Core Fixed Income strategy, has positioned Voya to re-capture allocations into Core Fixed Income from new clients while simultaneously increasing the stake of existing clients. |
Annual cash incentive compensation
| ▪ | Strategic execution: Facilitated increased collaboration between IM and Wealth, leading to key wins in our Target Date suite in the Large Market. |
Annual cash incentive compensation
| ▪ | Launched modernization of our Variable Portfolio platform by converting Variable portfolios to Mutual Funds to improve commercial attractiveness and drive scale into these vehicles. |
Annual cash incentive compensation
| ▪ | Operational excellence: Unveiled a detailed strategy to improve productivity, lower cost to originate and upscale talent of the Intermediary Distribution channel. This was against a tough backdrop driven by challenging performance in key IM strategies, which was further exacerbated by the rate environment. For the first time in 2023, the channel posted two consecutive months of positive net cash flows in the fourth quarter. |
Annual cash incentive compensation
| ▪ | Launched a new Securitized Credit Income Fund to capitalize on our known brand in specialty fixed income. |
Annual cash incentive compensation
| ▪ | Set Voya IM's strategic goals to grow a team at Voya India, better support the Company's increasingly global client base, tap into technology and data talent and reduce expenses; a new Head of Voya India Investment Management was hired in late 2023 with additional hires since then. |
Annual cash incentive compensation
| ▪ | Met all critical 2023 milestones for the integration of AllianzGI and successfully achieved full transition to the new interim operating model in January 2024, while staying below budget. |
Annual cash incentive compensation
| ▪ | Designed, built and deployed a new IM Data Platform “Astra” infrastructure, below budget, as a foundational step to the overall IM transformation to a data-driven organization. |
Annual cash incentive compensation
| ▪ | People and culture: Focused on talent and thoughtful leadership planning, Ms. Hurtsellers laid the foundation for successful transitions including Matt Toms to CEO and Eric Stein to Head of Investments. Through Eric Stein's new leadership as Head of Investments and CIO Fixed Income, Voya IM expects continued momentum through its Institutional pipeline in 2024. |
Annual cash incentive compensation
| ▪ | Elevated Barbara Reinhard to the first female CIO in IM in the last seven years through restructuring efforts around MASS simplification. |
Annual cash incentive compensation
| ▪ | Streamlined leadership and enhanced accountability via the merging of the San Francisco Thematic Equity team with the Fundamental Equity team under a single CIO. |
Annual cash incentive compensation
| ▪ | During 2023, 64% of external hires were either female or people of color with overall self-disclosed gender and ethnic diversity as of December 31, 2024 at 53% of the IM population. |
Annual cash incentive compensation
| ▪ | Achieved a top-50 ranking, for the first time, in the latest list of the largest money managers as compiled by Pensions & Investments. |
Annual cash incentive compensation
Mr. Martin’s leadership as former CEO and most recently as Executive Chairman of the Board was critical to Voya’s leadership succession plan. Following Ms. Lavallee’s appointment as CEO on January 1, 2023, Mr. Martin:
Annual cash incentive compensation
| ▪ | Provided strategic leadership by facilitating a successful leadership transition plan in support of the incoming CEO: |
Annual cash incentive compensation
| ▪ | Successfully facilitated a smooth and seamless CEO transition while maintaining credibility with investors, customers, and employees, thereby ensuring continuity of leadership. |
Annual cash incentive compensation
| ▪ | Provided strategic guidance to Ms. Lavallee enabling her to quickly acclimate to the new role and drive performance. |
Annual cash incentive compensation
| ▪ | Provided guidance on major ongoing transactions and transition strategies involving Executive Committee roles and responsibilities including role expansions, succession, and transitions. |
Annual cash incentive compensation
| ▪ | Monitored key performance indicators and financial metrics during the CEO transition period, ensuring that the Company remained on track with its strategic goals and objectives. |
Annual cash incentive compensation
| ▪ | Collaborated with Ms. Lavallee to develop and communicate compelling vision and strategic plan to investors, showcasing continuity and alignment with shareholder interests. |
Annual cash incentive compensation
| ▪ | Collaborated with the Executive Committee team to develop contingency plans and risk mitigation strategies to address investor reactions to the CEO transition. |
Annual cash incentive compensation
| ▪ | Strengthened the incoming CEO's relationship with the Board, demonstrating effective stewardship during the |
Annual cash incentive compensation
| Voya 2024 Proxy Statement | 47 |
Annual cash incentive compensation
transition period and establishing clear communication channels between the Board, executive leadership, and stakeholders throughout the CEO transition process.
Annual cash incentive compensation
| ▪ | Collaborated with Ms. Lavallee to successfully onboard two highly experienced independent directors to the Board, further enhancing the strong Board that Mr. Martin built during his tenure as CEO. |
Annual cash incentive compensation
| ▪ | Successfully partnered with CEO and Lead Director by setting meeting agendas, discussing meeting strategies, hosting pre-calls and chairing meetings, and provided follow-up in support of a “no surprises” approach to Board management. |
Annual cash incentive compensation
| ▪ | Effectively communicated Board priorities to CEO and provided feedback. |
Annual cash incentive compensation
| ▪ | External Recognition: Mr. Martin has been recognized by Institutional Investor as a top 3 finalist for best-in-class CEO within the mid-cap insurance sector. |
Annual cash incentive compensation
Following this assessment, the Compensation, Benefits and Talent Management Committee considered the total 2023 compensation package being proposed for each NEO. Based on this review, the Committee adjusted the annual cash incentive award payable to each NEO to between 95% and 100% of the preliminary payout determined as part of Step 3.
Annual Cash Incentive Compensation Outcomes
Annual Cash Incentive Compensation Outcomes The following table presents, for each NEO, the results of the foregoing annual cash incentive award determination, the target annual cash incentive compensation for 2023 and the amount of the award paid in the form of cash in March 2024.
Annual Cash Incentive Compensation Outcomes
| | 2023 Target Annual Cash Incentive | 2023 Target Annual Cash Incentive After Applying 82% Company Funding | 2023 Actual Annual Cash Incentive Payment After Applying Qualitative Assessment | % of Actual Payment to Target Opportunity | | Ms. Lavallee | $2,137,500 | $1,752,750 | $1,752,750 | 82% | | Mr. Templin | $1,600,000 | $1,312,000 | $1,246,400 | 78% | | Mr. Martin | $2,306,250 | $1,891,125 | $1,891,125 | 82% | | Ms. Hurtsellers | $1,875,000 | $1,537,500 | $1,537,500 | 82% | | Mr. Grubka | $1,950,000 | $1,599,000 | $1,599,000 | 82% | | Former Executive Officer | | | | | | Mr. Silva(1) | $676,042 | $554,354 | $554,354 | 82% |
Annual Cash Incentive Compensation Outcomes
| (1) Mr. Silva’s employment was terminated on November 30, 2023. Pursuant to the terms of Voya’s Severance Plan for Senior Managers, Mr. Silva was eligible for a prorated annual incentive for 2023. |
Annual Cash Incentive Compensation Outcomes
Long-Term Equity-Based Incentive Compensation Equity compensation is an important element of executive compensation, because it aligns executive pay with the performance of our stock, and in turn the interests of our shareholders. The size of each award is generally based on each NEO’s individual performance during the year preceding the grant date. We have historically made grants of equity-based awards in February, in respect of prior-year individual performance.
Equity Grants Made in 2024 for 2023 Performance
Equity Grants Made in 2024 for 2023 Performance For each of our NEOs (other than the CEO), target long-term equity awards with respect to 2023 performance were set or reviewed by the Compensation, Benefits and Talent Management Committee during 2023, with reference to the survey and competitive data described above. The target long-term equity incentive amounts were considered as one element of our NEOs’ overall total direct compensation opportunity, and, based in part on this review, total direct compensation opportunities were set with reference to median total target compensation as reflected in the comparative data. For equity awards granted in respect of 2023 performance, we made grants on February 21, 2024. Long-term equity incentive awards to our NEOs were made on the basis of an evaluation of individual performance and other qualifications during 2023, which evaluations are described above under “Step 3” of the Annual Cash Incentive Compensation determination process. As discussed above under “Key 2023 Compensation Actions” and “Why We Use These Performance Metrics”, for the 2024-2026 performance period, the measures approved by the Committee for the PSUs are Adjusted Operating Return on Equity (weighted 20%), Adjusted Operating Earnings Per Share (weighted 30%) and Relative Total Shareholder Return versus the Comparison Group (weighted 50%). With respect to the financial goals, the Committee established that performance results meeting target goals would result in a payout equal to 100% of the target award, while stronger performance would result in increased award levels up to a maximum payout of 150% of the target award. Performance below target goals would result in a payout of less than 100%, and potentially 0%. With respect to the relative TSR goal, threshold payout of 25% of target requires at least 25th percentile performance, target payout requires at least median performance and maximum payout of 150% of target requires 75th percentile or better performance, with results between points interpolated. Payout on the TSR component of PSUs is capped at target if the Company’s absolute TSR is negative.
Equity Grants Made in 2024 for 2023 Performance
| Voya 2024 Proxy Statement | 48 |
Equity Grants Made in 2024 for 2023 Performance
The Committee established the performance goals for the PSUs to encourage strong, focused performance. In establishing the goals, the Committee considered the economic and market conditions at the time of grant, the Company’s long-range goals and recent actual performance results, the expectations of investors for future performance, and other factors. These performance levels are intended to be aggressive but realistic, such that achieving threshold levels would represent minimum acceptable performance and achieving maximum levels would represent outstanding performance. The table below sets forth the long-term equity awards granted in 2024 for 2023 performance:
Equity Grants Made in 2024 for 2023 Performance
| Equity Grants Made in 2024 for 2023 Performance | Total Grant Value ($) | PSU Grant Value ($) | PSUs (#) | RSU Grant Value ($) | RSUs (#) | | Ms. Lavallee | $7,125,000 | $3,918,750 | 57,815 | $3,206,250 | 46,474 | | Mr. Templin | $3,000,000 | $1,650,000 | 24,343 | $1,350,000 | 19,568 | | Mr. Martin | $7,687,500 | $4,228,125 | 62,380 | $3,459,375 | 50,143 | | Ms. Hurtsellers | $2,343,750 | $1,289,063 | 19,018 | $1,054,688 | 15,287 | | Mr. Grubka | $2,047,500 | $1,126,125 | 16,614 | $921,375 | 13,355 | | Former Executive Officer | | | | | | | Mr. Silva | Not eligible | — | — | — | — |
Equity Grants Made in 2024 for 2023 Performance
Although these amounts were granted in respect of 2023 performance, because of the SEC rules governing the presentation of executive compensation in proxy statements, such amounts do not appear in the table titled “—Summary Compensation Table” and other tables below under “—Executive Compensation Tables and Narratives” as compensation for 2023, because such awards were granted in 2024.
Equity Grants Made in 2023 for 2022 Performance
Equity Grants Made in 2023 for 2022 Performance For each of our NEOs (other than the CEO), target long-term equity awards with respect to 2022 performance were set or reviewed by the Compensation, Benefits and Talent Management Committee during 2022, with reference to the survey and competitive data described above. The target long-term equity incentive amounts were considered as one element of our NEOs’ overall total direct compensation opportunity, and, based in part on this review, total direct compensation opportunities were set with reference to median total target compensation as reflected in the comparative data. For equity awards granted in respect of 2022 performance, we made grants on February 22, 2023. Long-term equity incentive awards to our NEOs were made on the basis of an evaluation of individual performance and other qualifications during 2022, which evaluations were described in the 2023 Compensation Discussion and Analysis. The table below sets forth the long-term equity awards granted in 2023 for 2022 performance:
Equity Grants Made in 2023 for 2022 Performance
| Equity Grants Made in 2023 for 2022 Performance | Total Grant Value ($) | PSU Grant Value ($) | PSUs (#) | RSU Grant Value ($) | RSUs (#) | | Ms. Lavallee | $5,761,500 | $3,168,825 | 43,195 | $2,592,675 | 35,351 | | Mr. Templin | $3,000,000 | $1,650,000 | 22,491 | $1,350,000 | 18,407 | | Mr. Martin | $9,990,000 | $5,494,500 | 74,897 | $4,495,500 | 61,296 | | Ms. Hurtsellers | $2,578,125 | $1,417,969 | 19,328 | $1,160,156 | 15,818 | | Mr. Grubka | $2,145,000 | $1,179,750 | 16,081 | $965,250 | 13,161 | | Former Executive Officer | | | | | | | Mr. Silva | $1,401,840 | $771,012 | 10,509 | $630,828 | 8,601 |
Equity Grants Made in 2023 for 2022 Performance
Although these amounts were granted in respect of 2022 performance, because of the SEC rules governing the presentation of executive compensation in proxy statements, such amounts appear in the table titled “—Summary Compensation Table” and other tables below under “—Executive Compensation Tables and Narratives” as compensation for 2022, because such awards were granted in 2023.
Equity Grants Made in 2023 for 2022 Performance
| Voya 2024 Proxy Statement | 49 |
Payout for Previously Granted PSUs
Payout for Previously Granted PSUs The table below shows the 2023 performance result and the payout for the PSUs granted in 2021:
Payout for Previously Granted PSUs
| | Weight | Minimum | Target | Maximum | Actual Performance | Payout | | Payout Opportunity | | 50% | 100% | 150% | | | | Adjusted Operating Return on Equity | 20% | 12.7% | 14.2% | 15.6% | 14.3% | 105% | | Adjusted Operating Earnings Per Share | 30% | 6.03 | 6.70 | 7.37 | 7.11 | 131% | | Payout Opportunity | | 25% | 100% | 150% | | | | Relative TSR vs. Compensation Peer Group | 50% | 25th Percentile | Median | 75th Percentile | 33rd Percentile | 50% | | Total | 100% | | | | | 85% |
Payout for Previously Granted PSUs
Adjusted Operating Return on Equity and Adjusted Operating EPS are non-GAAP financial measures. See Exhibit A — Non-GAAP Financial Measures. One-time long-term incentive awards granted to CEO and certain NEOs to promote smooth leadership transition and alignment with shareholders’ interests As described in Voya’s Form 8-K that was filed on July 7, 2022 and the second supplement to Voya’s 2023 proxy statement, and as further disclosed in the Summary Compensation Table and certain other compensation tables included in this proxy statement, in July 2022, as part of our CEO succession and leadership transition, the Company awarded Ms. Lavallee (then CEO-elect) a one-time, long-term incentive award with a grant date value of $5 million and each member of the Executive Committee at that time a one-time, long-term incentive award with a grant date value of $1 million. These one-time grants are consistent with the alignment of our pay-for-performance model to shareholder interests by rewarding executives’ efforts to achieve sustained share price increases, while encouraging retention of our executive team. Importantly, 80% of Ms. Lavallee’s grant value and 70% of the grant values made to the other executives were in the form of performance stock units (PSUs) that could be earned based on achievement of stock price targets, which must be sustained for at least 30 days, ranging from $69.10 to $119.10 (with $10 achievement hurdles) during the three-year performance period from July 1, 2022 to June 30, 2025. The PSUs were designed to incentivize significant and sustained outperformance, with achievement occurring at stock price targets significantly above the Company’s stock price on the grant date ($59.55), which is very strongly aligned with shareholder interests. The first stock price hurdle of $69.10 was achieved in 2023. Vesting of any earned units cannot occur until at least one year following the date earned and the maximum number of PSUs that could be earned is capped at 150% of the PSU target. The remainder of the grant values was made in the form of restricted stock units (RSUs), cliff-vesting after three years (on July 1, 2025) for Ms. Lavallee, and vesting ratably over the performance period (July 1, 2023, July 2024, and July 1, 2025) for the other executives.
Payout for Previously Granted PSUs
| Voya 2024 Proxy Statement | 50 |
Payout for Previously Granted PSUs
The chart below summarizes the details of the PSU portion of the award for the NEOs:
Payout for Previously Granted PSUs
| Segment | Stock Price Target(1) | Earnable # of PSUs through 6/30/25 | | Earned # of PSUs as of 12/31/2023 | | Vest Date of Earned PSUs | | | | | Ms. Lavallee | Other NEOs(2) | Ms. Lavallee | Other NEOs(2) | Ms. Lavallee | Other NEOs(2) | | 1 (earned on 7/1/23) | $69.10 | 16,792 | 2,938 | 16,792 | 2,938 | 6/30/25 | 7/1/2024 | | 2 | $79.10 | 16,792 | 2,938 | 0 | 0 | | | | 3 | $89.10 | 16,792 | 2,939 | 0 | 0 | | | | 4(3) | $99.10 | 16,792 | 2,939 | 0 | 0 | | | | 5 | $109.10 | 16,792 | 2,939 | 0 | 0 | | | | 6 | $119.10 | 16,792 | 2,939 | 0 | 0 | | |
Payout for Previously Granted PSUs
| (1) In order to satisfy a stock price target, the average of the Company’s daily volume weighted average price over a trailing 30-day trading period must equal or exceed the stock price target. |
Payout for Previously Granted PSUs
| (2) Ms. Hurtsellers, Mr. Grubka and Mr. Silva. Mr. Martin, CEO at the time of grant, and Mr. Templin, who had not yet been hired, did not receive this award. |
Payout for Previously Granted PSUs
| (3) PSU target |
Payout for Previously Granted PSUs
Other Compensation Practices and Considerations
Employment and Severance Arrangements
Employment and Severance Arrangements Each NEO is subject to the Company’s Severance Plan for Senior Managers (Severance Plan) which provides severance benefits in the event of specified “Qualified Terminations,” generally involving terminations not for Cause (as such term is defined in the Severance Plan), or, following certain change in control events, voluntary terminations for Good Reason (as such term is defined in the Severance Plan). The Committee believes that these arrangements: (1) help secure the continued employment and dedication of our senior executives; (2) enhance the Company’s value to a potential acquirer because our NEOs have noncompetition, nonsolicitation and confidentiality provisions that apply after any termination of employment, including after a change in control of the Company; and (3) are important as a recruitment and retention device, as many of the companies with which we compete for executive talent have similar agreements in place for their senior management. Consistent with market practices, we do not provide change in control-related tax gross-ups in the event of a “potential change in control” or “change in control” during the term. Please see additional information about the Severance Plan under “Executive Compensation Tables and Narratives - Potential Payments Upon Termination or Change in Control”. Pursuant to the CEO succession planning as previously disclosed in July 2022, Rodney O. Martin, Jr.'s term as Executive Chairman expired on February 29, 2024 and Mr. Martin has retired from the Company. As part of the leadership transition, the Company had entered into an amended and restated employment agreement with Mr. Martin. Please see discussion under “Executive Compensation Tables and Narratives - Employment Agreements”. In January 2024, the Company announced that Ms. Hurtsellers stepped down from her role as CEO of Voya IM and intends to retire later this year. Ms. Hurtsellers has entered into an agreement pursuant to which she will continue as an employee to serve as a strategic advisor to IM and the Company in supporting the transition of her successor until her retirement later this year. Please see discussion under “Executive Compensation Tables and Narratives - Employment Agreements”. Neither Mr. Martin nor Ms. Hurtsellers are eligible for severance payments or benefits in connection with their respective retirements. The Company entered into a separation agreement with Kevin Silva, former Chief Human Resources Officer, and terminated his employment without cause, effective November 30, 2023. Mr. Silva received severance payments and benefits under the Severance Plan.
Compensation Recoupment Policy
Compensation Recoupment Policy Voya maintains a compensation recoupment policy that permits the Company to recover from employees, directors and officers all forms of income, including incentive-based or equity-based compensation (time-based and performance-based) in the event of misconduct. “Misconduct” means willful misconduct, gross negligence, or any failure to make any required report of the willful misconduct or gross negligence of another person that has resulted in, or could reasonably be expected to result in, financial or reputational harm to Voya. In addition, Voya’s equity award agreements provide that such equity awards are subject to clawback under applicable provisions of Voya policy. Additionally, Voya revised its compensation recoupment policy in October 2023 to include provisions complying with new NYSE listing standards and Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the revised policy, additional clawback provisions apply to current or former Section 16 officers in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. Misconduct on the part of the executive is not required. Under these additional clawback provisions, Voya is required to recoup incentive-based compensation (as that term is defined in Section 10D of the Exchange Act, which includes our PSU awards and our annual incentive awards) erroneously received within the three fiscal years preceding the date a restatement is determined to be required.
Hedging, Speculative Trading and Pledging of Securities
Hedging, Speculative Trading and Pledging of Securities Our personal trading policy prohibits our directors, executive officers and employees from engaging in any short sales of our common stock, as well as sales of our common stock that have not been held for a minimum of sixty days after being acquired in the open market. In addition, such persons are prohibited under our personal trading policy from entering into hedging or other transactions involving options (including exchange-traded options), puts, calls, forward contracts or other derivatives involving our securities (such prohibitions do not apply to the acceptance of stock options or other stock awards granted under our annual or long-term incentive plans). Directors, executive officers and employees are also prohibited from pledging our securities, such as in connection with a margin account.
RELATIONSHIP OF COMPENSATION POLICIES AND PRACTICES TO RISK MANAGEMENT
| ▪ | Determination of incentive awards based on a variety of performance metrics, thus diversifying the risk associated with any single indicator of performance; |
RELATIONSHIP OF COMPENSATION POLICIES AND PRACTICES TO RISK MANAGEMENT
| ▪ | Long-term compensation awards and vesting periods that encourage a focus on sustained, long-term results; |
RELATIONSHIP OF COMPENSATION POLICIES AND PRACTICES TO RISK MANAGEMENT
| ▪ | A mix of fixed and variable, annual and long-term, and cash and equity compensation designed to encourage actions that are in our long-term best interest; |
RELATIONSHIP OF COMPENSATION POLICIES AND PRACTICES TO RISK MANAGEMENT
| ▪ | Our equity plans do not allow re-pricing of stock options without shareholder approval and require double trigger vesting for awards upon a change in control. |
Summary Compensation Table for 2023 Proxy
Summary Compensation Table for 2023 Proxy
Summary Compensation Table for 2023 Proxy
| Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards | Non-Equity Incentive Compensation | Change in Pension Value(3) | All Other Compensation(4) | Total | | Heather Lavallee, Chief Executive Officer(5) | 2023 | $950,000 | $0 | $5,830,245 | $0 | $1,752,750 | $113,898 | $75,479 | $8,722,372 | | | 2022 | $662,424 | $0 | $5,516,796 | $0 | $2,141,775 | $0 | $70,104 | $8,391,099 | | | 2021 | $496,667 | $0 | $1,292,464 | $0 | $1,885,000 | $0 | $67,404 | $3,741,534 | | Don Templin, EVP, Chief Financial Officer(5) | 2023 | $800,000 | $0 | $3,035,741 | $0 | $1,246,400 | $38,123 | $72,212 | $5,192,476 | | | 2022 | $106,061 | $0 | $0 | $0 | $199,880 | $3,712 | $4,000 | $313,653 | | Rodney O. Martin, Jr., Executive Chairman | 2023 | $1,025,000 | $0 | $10,109,217 | $0 | $1,891,125 | $53,681 | $299,765 | $13,378,788 | | | 2022 | $1,200,000 | $0 | $10,314,325 | $0 | $2,800,000 | $44,291 | $318,267 | $14,676,883 | | | 2021 | $1,200,000 | $0 | $9,935,115 | $0 | $4,580,000 | $39,673 | $275,317 | $16,030,105 | | Christine Hurtsellers, CEO, Investment Management | 2023 | $625,000 | $0 | $2,608,787 | $0 | $1,537,500 | $153,568 | $204,257 | $5,129,112 | | | 2022 | $625,000 | $0 | $3,384,255 | $0 | $1,603,125 | $0 | $139,535 | $5,751,915 | | | 2021 | $620,833 | $0 | $2,430,676 | $0 | $2,718,750 | $0 | $59,192 | $5,829,452 | | Rob Grubka, CEO, Workplace Solutions | 2023 | $650,000 | $0 | $2,170,549 | $0 | $1,599,000 | $66,661 | $66,411 | $4,552,621 | | Former Executive Officer | | | | | | | | | | | Kevin D. Silva, EVP and Chief HR Officer(6) | 2023 | $540,833 | $0 | $1,418,479 | $0 | $0 | $53,111 | $3,062,165 | $5,074,589 |
Summary Compensation Table for 2023 Proxy
| (1) Amounts in this column represent salary that was actually paid to each NEO during the listed calendar year. Ms. Lavallee's 2022 salary is based on her annualized base salary of $500,000 from January 1, 2022 through July 6, 2022 and an annualized base salary of $835,000 from July 7, 2022 through December 31, 2022. Ms. Lavallee's 2021 salary is based on her annualized base salary of $480,000 from January 1, 2021 through February 28, 2021 and an annualized base salary of $500,000 from March 1, 2021 through December 31, 2021. Mr. Templin's 2022 salary is based on his actual salary paid from November 14, 2022, his hire date, to December 31, 2022. Mr. Martin's 2021 salary is based on his annual base salary from January 1, 2021 to December 31, 2021. Ms. Hurtsellers' 2021 salary is based on her annualized base salary of $600,000 from January 1, 2021 through February 28, 2021 and an annualized base salary of $625,000 from March 1, 2021 through December 31, 2021. Mr. Silva's 2023 salary is his actual salary paid from January 1, 2023 to November 30, 2023, his date of termination. |
Summary Compensation Table for 2023 Proxy
| (2) Amounts in this column include the grant date fair value calculated in accordance with FASB ASC Topic 718 for 2021, 2022 and 2023 time-based and performance-based awards (at target) granted to the NEOs, under Voya’s 2019 Omnibus Employee Incentive Plan (the “2019 Omnibus Plan”), in each case in respect of prior year performance. Maximum payout (150% of target) for PSUs would result in the following grant date fair values: |
Summary Compensation Table for 2023 Proxy
| NEO | 2023 PSUs | 2022 PSUs | 2021 PSUs | | Ms. Lavallee | $4,065,621 | $4,123,855 | $885,257 | | Mr. Templin | $2,116,909 | — | — | | Mr. Martin | $7,049,493 | $7,118,880 | $6,804,967 | | Ms. Hurtsellers | $1,819,200 | $2,304,846 | $1,664,886 | | Mr. Grubka | $1,513,584 | — | — | | Former Executive Officer | | | | | Mr. Silva | $989,133 | — | — |
Summary Compensation Table for 2023 Proxy
For a discussion of the valuation methodology for the PSUs, see Footnote 1 to the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Summary Compensation Table for 2023 Proxy
| (3) Amounts in this column represent the net changes in actuarial present value under the Retirement Plan and the SERP. |
Summary Compensation Table for 2023 Proxy
| (4) All amounts in this column for 2023 are described in more detail in the table below entitled “—All Other Compensation Table for 2023”. |
Summary Compensation Table for 2023 Proxy
| (5) As of July 7, 2022, Ms. Lavallee was promoted to President and CEO - Elect. As of November 14, 2022, Mr. Templin was hired as EVP, Chief Financial Officer. |
Summary Compensation Table for 2023 Proxy
| (6) Mr. Silva’s employment was terminated on November 30, 2023. In accordance with the terms of Voya’s Severance Plan for Senior Managers, Mr. Silva’s termination is a qualifying termination without cause. Mr. Silva is included in the Executive Compensation Tables and Narratives as a former executive officer pursuant to SEC rules. |
Summary Compensation Table for 2023 Proxy
| Voya 2024 Proxy Statement | 55 |
Summary Compensation Table for 2023 Proxy
All Other Compensation The table below presents the breakdown of the All Other Compensation column:
Grants of Plan-Based Awards Table for 2023
Grants of Plan-Based Awards Table for 2023
Grants of Plan-Based Awards Table for 2023
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | Number of Other Stock Awards | Estimated Future Payouts Under Option Awards | | Grant Date Fair Value of Stock Award(2) | | Name | Grant Type | Grant Date | Threshold | Target | Maximum | Threshold Number of Shares | Target Number of Shares | Maximum Number of Shares | | Number of Securities Underlying Options | Exercise Price of Stock Options | | | Heather Lavallee | 2019 Omnibus Plan — Long-Term Incentive RSUs | 2/22/2023 | | | | | | | 35,351 | | | $2,521,940 | | | 2019 Omnibus Plan — Long-Term Incentive PSUs | 2/22/2023 | | | | 16,198 | 43,195 | 64,792 | | | | $3,308,305 | | | Annual Incentive Plan | | | $2,137,500 | $4,275,000 | | | | | | | | | Don Templin | 2019 Omnibus Plan — Long-Term Incentive RSUs | 2/22/2023 | | | | | | | 18,407 | | | $1,313,155 | | | 2019 Omnibus Plan — Long-Term Incentive PSUs | 2/22/2023 | | | | 8,434 | 22,491 | 33,736 | | | | $1,722,586 | | | Annual Incentive Plan | | | $1,600,000 | $3,200,000 | | | | | | | | | Rodney O. Martin, Jr. | 2019 Omnibus Plan — Long-Term Incentive RSUs | 2/22/2023 | | | | | | | 61,296 | | | $4,372,857 | | | 2019 Omnibus Plan — Long-Term Incentive PSUs | 2/22/2023 | | | | 28,086 | 74,897 | 112,345 | | | | $5,736,361 | | | Annual Incentive Plan | | | $2,306,250 | $4,612,500 | | | | | | | | | Christine Hurtsellers | 2019 Omnibus Plan — Long-Term Incentive RSUs | 2/22/2023 | | | | | | | 15,818 | | | $1,128,456 | | | 2019 Omnibus Plan — Long-Term Incentive PSUs | 2/22/2023 | | | | 7,248 | 19,328 | 28,992 | | | | $1,480,332 | | | Annual Incentive Plan | | | $1,875,000 | $3,750,000 | | | | | | | | | Rob Grubka | 2019 Omnibus Plan — Long-Term Incentive RSUs | 2/22/2023 | | | | | | | 13,161 | | | $938,906 | | | 2019 Omnibus Plan — Long-Term Incentive PSUs | 2/22/2023 | | | | 6,030 | 16,081 | 24,121 | | | | $1,231,644 | | | Annual Incentive Plan | | | $1,950,000 | $3,900,000 | | | | | | | | | Former Executive Officer | | | | | | | | | | | | | | Kevin Silva | 2019 Omnibus Plan – Long-Term Incentive RSUs | 2/22/2023 | | | | | | | 8,601 | | | $613,595 | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | 2/22/2023 | | | | 3,940 | 10,509 | 15,763 | | | | $804,884 | | | Annual Incentive Plan(3) | | | $674,863 | $1,349,726 | | | | | | | |
Grants of Plan-Based Awards Table for 2023
| (1) PSUs granted on February 22, 2023 will cliff vest on February 17, 2026. The value at vesting will depend both on Voya’s stock price at the time of vesting and on Voya’s achievement of pre-established performance measures (Adjusted Operating Return on Equity (20%), Adjusted Operating Earnings Per Share (30%) and Relative Total Shareholder Return (50%)). Maximum payout is 150%. |
Grants of Plan-Based Awards Table for 2023
| (2) Amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718. |
Grants of Plan-Based Awards Table for 2023
| (3) Target and Maximum payout amounts are prorated to reflect Mr. Silva’s termination on November 30, 2023 |
Grants of Plan-Based Awards Table for 2023
| Voya 2024 Proxy Statement | 57 |
Grants of Plan-Based Awards Table for 2023
Outstanding Equity Awards at Year End The table below provides information concerning unexercised options and stock-based awards that have not vested for each NEO, outstanding as of December 31, 2023.
Outstanding Equity Awards Table at 2023 Year End
Outstanding Equity Awards Table at 2023 Year End
Outstanding Equity Awards Table at 2023 Year End
| | Option Awards | | | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | | Heather Lavallee | | | | | | | | | | | 2021 RSUs | | | | | | | 3,552(2) | $259,154 | | | | 2021 PSUs | | | | | | | | | 13,837(5) | $1,009,548 | | 2022 RSUs | | | | | | | 5,708(3) | $416,456 | | | | 2022 PSUs | | | | | | | | | 10,611(6) | $774,179 | | 2022 Off-Cycle RSUs | | | | | | | 16,792(10) | $1,225,144 | | | | 2022 Off-Cycle PSUs | | | | | | | | | 100,755(11) | $7,351,085 | | 2023 RSUs | | | | | | | 35,351(4) | $2,579,209 | | | | 2023 PSUs | | | | | | | | | 43,195(7) | $3,151,507 | | | Don Templin | | | | | | | | | | | 2023 RSUs | | | | | | | 18,407(4) | $1,342,975 | | | | 2023 PSUs | | | | | | | | | 22,491(7) | $1,640,943 | | | Rodney O. Martin, Jr. | | | | | | | | | | | 2021 RSUs | | | | | | | 26,483(2) | $1,932,200 | | | | 2021 PSUs | | | | | | | | | 106,365(5) | $7,760,390 | | 2022 RSUs | | | | | | | 44,683(3) | $3,260,072 | | | | 2022 PSUs | | | | | | | | | 86,279(6) | $6,294,916 | | 2023 RSUs | | | | | | | 59,009(4) | $4,305,297 | | | | 2023 PSUs | | | | | | | | | 74,897(7) | $5,464,485 | | | Christine Hurtsellers | | | | | | | | | | | 2015 Performance Options | | 39,700(8) | | | $37.60 | 12/16/2025 | | | | | | 2019 Performance Options | | 71,174(9) | | | $50.03 | 02/21/2029 | | | | | | 2021 RSUs | | | | | | | 6,406(2) | $467,382 | | | | 2021 PSUs | | | | | | | | | 26,023(5) | $1,898,638 | | 2022 RSUs | | | | | | | 10,857(3) | $792,127 | | | | 2022 PSUs | | | | | | | | | 21,045(6) | $1,535,443 | | 2022 Off-cycle RSUs | | | | | | | 3,358(12) | $245,000 | | | | 2022 Off-cycle PSUs | | | | | | | | | 17,631(13) | $1,286,358 | | 2023 RSUs | | | | | | | 15,168(4) | $1,106,657 | | | | 2023 PSUs | | | | | | | | | 19,328(7) | $1,410,171 | | | Rob Grubka | | | | | | | | | | | 2021 RSUs | | | | | | | 3,260(2) | $237,850 | | | | 2021 PSUs | | | | | | | | | 12,701(5) | $926,665 | | 2022 RSUs | | | | | | | 5,708(3) | $416,456 | | | | 2022 PSUs | | | | | | | | | 10,611(6) | $774,179 | | 2022 Off-Cycle RSUs | | | | | | | 3,358(12) | $245,000 | | | | 2022 Off-Cycle PSUs | | | | | | | | | 17,631(13) | $1,286,358 | | 2023 RSUs | | | | | | | 13,161(4) | $960,227 | | | | 2023 PSUs | | | | | | | | | 16,081(7) | $1,173,270 |
Outstanding Equity Awards Table at 2023 Year End
| Voya 2024 Proxy Statement | 58 |
Outstanding Equity Awards Table at 2023 Year End
| | Option Awards | | | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) | | Former Executive Officer | | | | | | | | | | | | | Kevin Silva | | | | | | | | | | | 2019 Performance Options | | 71,174(9) | | | $50.03 | 2/21/2029 | | | | | | 2021 RSUs | | | | | | | 3,183(2) | $232,232 | | | | 2021 PSUs | | | | | | | | | 12,952(5) | $944,978 | | 2022 RSUs | | | | | | | 6,363(3) | $464,244 | | | | 2022 PSUs | | | | | | | | | 12,397(6) | $904,485 | | 2022 Off-Cycle PSUs | | | | | | | | | 17,631(13) | $1,286,358 | | 2023 RSUs | | | | | | | 8,206(4) | $598,710 | | | | 2023 PSUs | | | | | | | | | 10,509(7) | $766,737 |
Outstanding Equity Awards Table at 2023 Year End
| (1) The market value of the Company's equity awards was determined by multiplying $72.96, the closing price per share of the Company's common stock, as reported by the NYSE, on December 29, 2023, by the number of units. |
Outstanding Equity Awards Table at 2023 Year End
| (2) Represents RSUs of Voya Financial, Inc. One third of such units vested on February 22, 2022, one third of such units vested on February 22, 2023 and the remaining one-third vested on February 20, 2024. |
Outstanding Equity Awards Table at 2023 Year End
| (3) Represents RSUs of Voya Financial, Inc. One third of such units vested on February 22, 2023, one third of such units vested on February 20, 2024 and the remaining one-third is scheduled to vest on February 18, 2025. |
Outstanding Equity Awards Table at 2023 Year End
| (4) Represents RSUs of Voya Financial, Inc. One third of such units vested on February 20, 2024 and the remaining two-thirds of such units are scheduled to vest in equal amounts on February 18, 2025 and February 17, 2026. |
Outstanding Equity Awards Table at 2023 Year End
| (5) Represents PSUs of Voya Financial, Inc. All such units vested on February 20, 2024. |
Outstanding Equity Awards Table at 2023 Year End
| (6) Represents PSUs of Voya Financial, Inc. All such units are scheduled to vest on February 18, 2025. |
Outstanding Equity Awards Table at 2023 Year End
| (7) Represents PSUs of Voya Financial, Inc. All such units are scheduled to vest on February 17, 2026. |
Outstanding Equity Awards Table at 2023 Year End
| (8) Represents performance-vested non-qualified stock options of Voya Financial, Inc. granted on December 16, 2015. One quarter of the award vested on March 31, 2017 and became exercisable on March 31, 2018 and the remaining three-quarters vested on June 30, 2017 and became exercisable on June 30, 2018. |
Outstanding Equity Awards Table at 2023 Year End
| (9) Represents performance-vested non-qualified stock options of Voya Financial, Inc. granted on February 21, 2019. One half of the award vested on April 22, 2019 and became exercisable on April 22, 2020. The remaining half of the award vested and became exercisable on July 31. 2021. |
Outstanding Equity Awards Table at 2023 Year End
| (10) Represents RSUs of Voya Financial, Inc. granted on July 7, 2022. All such units are scheduled to vest on July 1, 2025. |
Outstanding Equity Awards Table at 2023 Year End
| (11) Represents PSUs of Voya Financial, Inc. granted on July 7, 2022. All such units may vest between July 1, 2023 and June 30, 2025 depending on the achievement of performance metrics. The first performance metric was achieved in 2023. Vestings that occur between July 1, 2023 and June 30, 2024 will be deferred until June 30,2025. Vestings that occur between July 1, 2024 and June 30,2025 will be deferred for one year from the vesting date. |
Outstanding Equity Awards Table at 2023 Year End
| (12) Represents RSUs of Voya Financial, Inc. granted on July 7, 2022. One third vested on July 1, 2023, with the remaining two-thirds scheduled to vest on July 1, 2024 and July 1, 2025 in equal amounts. |
Outstanding Equity Awards Table at 2023 Year End
| (13) Represents PSUs of Voya Financial, Inc. granted on July 7, 2022. All such units may vest between July 1, 2023 and June 30, 2025 depending on the achievement of performance metrics. The first performance metric was achieved in 2023. Each vesting event is further subject to a one-year deferral period. |
Outstanding Equity Awards Table at 2023 Year End
| Voya 2024 Proxy Statement | 59 |
Outstanding Equity Awards Table at 2023 Year End
Option Exercises and Stock Vested in 2023 The following table provides information regarding all of the RSUs and PSUs held by the NEOs that vested during 2023 and options that were exercised by NEOs during 2023. Mr. Templin did not have any option exercises or stock vested in 2023 and therefore is not included in the table below.
Option Exercises and Stock Vested Table for 2023
Option Exercises and Stock Vested Table for 2023
Option Exercises and Stock Vested Table for 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Heather Lavallee | | | 3,945 | $293,666(1) | | | | | 1,700 | $126,548(2) | | | | | 3,552 | $264,411(3) | | | | | 2,854 | $209,312(4) | | Rodney O. Martin, Jr. | | | 72,416 | $5,390,647(1) | | | | | 19,895 | $1,480,984(2) | | | | | 26,481 | $1,971,246(3) | | | | | 22,340 | $1,638,416(4) | | | 158,900 | $5,818,730(5) | | | | Christine Hurtsellers | | | 20,597 | $1,533,241(1) | | | | | 5,942 | $442,322(2) | | | | | 6,404 | $476,714(3) | | | | | 1,679 | $120,670(4) | | | | | 5,427 | $398,016(4) | | Rob Grubka | | | 3,076 | $228,977(1) | | | | | 1,326 | $98,707(2) | | | | | 3,260 | $242,674(3) | | | | | 1,679 | $120,670(4) | | | | | 2,854 | $209,312(4) | | Former Executive Officer | | | | | | Kevin Silva | | | 10,251 | $763,084(1) | | | | | 2,801 | $208,506(2) | | | | | 3,182 | $236,868(3) | | | | | 3,181 | $233,295(4) | | | | | 1,679 | $120,670(4) | | | | | 699 | $49,985(4) |
Option Exercises and Stock Vested Table for 2023
| (1) Represents vesting of a portion of Voya performance share awards granted under the Omnibus Plan during 2020. |
Option Exercises and Stock Vested Table for 2023
| (2) Represents vesting of a portion of Voya restricted awards granted under the Omnibus Plan during 2020. |
Option Exercises and Stock Vested Table for 2023
| (3) Represents vesting of a portion of Voya restricted awards granted under the Omnibus Plan during 2021. |
Option Exercises and Stock Vested Table for 2023
| (4) Represents vesting of a portion of Voya restricted awards granted under the Omnibus Plan during 2022. |
Option Exercises and Stock Vested Table for 2023
| (5) Represents performance-vested non-qualified stock options of Voya Financial, Inc. granted on December 16, 2015 that vested in 2017 and remained restricted until 2018. |
Option Exercises and Stock Vested Table for 2023
| Voya 2024 Proxy Statement | 60 |
Option Exercises and Stock Vested Table for 2023
Pay Versus Performance Our CEOs are the principal executive officers (“PEOs”). PEO 1 is Mr. Martin, who was CEO in 2020, 2021, and 2022. PEO 2 is Ms. Lavallee, who was CEO in 2023. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. The following table sets forth information concerning the compensation of our PEOs and other NEOs for each of the fiscal years (“FY”) ended December 31, 2020, 2021, 2022 and 2023 and our financial performance for each such fiscal year:
Option Exercises and Stock Vested Table for 2023
| Fiscal Year | Summary Compensation Table Total for PEO 1(1) | Compensation Actually Paid to PEO 1(2) | Summary Compensation Table Total for PEO 2(1) | Compensation Actually Paid to PEO 2(2) | Average Summary Compensation Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On:(3) | | Net Income ($ in Millions) | Company Selected Measure Relative TSR(4) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $0 | $0 | $8,722,372 | $11,013,417 | $6,665,517 | $8,884,546 | $125.97 | $133.20 | $625.0 | 100% | | 2022 | $14,676,883 | $13,193,735 | $0 | $0 | $4,828,157 | $4,745,267 | $104.40 | $118.77 | $510.0 | 53% | | 2021 | $16,030,105 | $19,751,360 | $0 | $0 | $5,439,994 | $6,280,117 | $111.20 | $132.75 | $2,126.0 | 21% | | 2020 | $13,597,008 | $12,993,061 | $0 | $0 | $4,581,542 | $4,167,899 | $97.55 | $98.31 | ($206.0) | 64% |
Option Exercises and Stock Vested Table for 2023
| (1) Refer to the Summary Compensation Table as set forth on page 55 of this proxy statement. For each of 2020, 2021, and 2022 and 2023, the NEOs were: |
Option Exercises and Stock Vested Table for 2023
| Year | PEO 1 | PEO 2 | Other NEOs | | 2023 | | Heather Lavallee | Donald C. Templin, Rodney O. Martin, Jr., Christine Hurtsellers, Robert Grubka, Kevin Silva | | 2022 | Rodney O. Martin, Jr. | | Michael S. Smith, Donald C. Templin, Heather Lavallee, Christine Hurtsellers, Charles Nelson | | 2021 | Rodney O. Martin, Jr. | | Michael S. Smith, Heather Lavallee, Christine Hurtsellers, Charles Nelson | | 2020 | Rodney O. Martin, Jr. | | Michael S. Smith, Christine Hurtsellers, Charles Nelson, Margaret Parent |
Option Exercises and Stock Vested Table for 2023
| (2) The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), adjusted as follows in the table below, as determined in accordance with SEC rules. None of the equity awards held by our NEOs was forfeited during fiscal year 2023; therefore, no amounts are reported for forfeited awards. “Compensation actually paid” does not necessarily represent cash, pension contributions, and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. Similarly, no adjustment is made for dividends because the amount associated with such dividends are reflected in the fair value of the award for the covered fiscal year. |
Option Exercises and Stock Vested Table for 2023
Reconciliation of SCT Total to CAP Total
Option Exercises and Stock Vested Table for 2023
| Fiscal Year | Executives | SCT Total | Subtract Grant Date Fair Value of Stock Awards Reported in SCT | Subtract Aggregate Change in Actuarial Present Value of Accumulated Benefits Under all Defined Benefit Pension Plans from SCT | Add Defined Benefit and Pension Service Cost | Year End Fair Value of New Awards | Change in Fair Value of Outstanding Unvested Awards From Prior FY End to Applicable FY End | Change in Fair Value of Awards that Vested in Applicable Year from Prior FY End to Vesting Date | CAP | | | | (i) | (ii) | (iii) | (iv) | (v) | (vi) | (vii) | =(i)-(ii)- (iii)+(iv)+(v)+ (vi)+(vii) | | 2023 | PEO | $8,722,372 | $5,830,245 | $113,898 | $28,905 | $6,158,229 | $1,879,617 | $168,438 | $11,013,417 | | | Non- PEO NEOs | $6,665,517 | $3,868,555 | $73,029 | $15,154 | $4,086,180 | $1,433,925 | $625,353 | $8,884,546 |
Option Exercises and Stock Vested Table for 2023
The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant.
Option Exercises and Stock Vested Table for 2023
| (3) TSR is determined based on the value of an initial fixed investment of $100 made on December 31, 2019. The TSR peer group consists of the S&P 500 Financials Sector Index, which is used for our Stock Performance presentation set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Option Exercises and Stock Vested Table for 2023
| (4) Our Company-Selected Measure, which is the measure that we believe represents the most important financial performance measure not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2023 to our Company’s performance is Relative TSR, which is consistent with the peer group metric used for our PSUs under our annual Long Term Incentive Program. For illustrative purposes, calculations within this column are based on 1-year measurements (as opposed to the 3-year relative TSR performance period regarding the Company’s PSUs). For purposes of relative TSR, the peer group used in the PSU metric under our annual Long-Term Incentive Program refer to the Comparison Group as set forth on pages 41-42. |
Option Exercises and Stock Vested Table for 2023
| Voya 2024 Proxy Statement | 61 |
Option Exercises and Stock Vested Table for 2023
Narrative to Pay Versus Performance Table For the fiscal year ended December 31, 2023, there are six important performance measures used to link compensation actually paid to our NEOs to company performance. Our NEO’s target total compensation is heavily weighted towards short and long-term performance with performance goals aligned with our shareholders’ interests. The majority of target compensation was weighted toward long-term equity performance and time-based awards and the financial performance metrics for long-term equity-based incentive awards were Adjusted Operating Return on Equity (ROE), Adjusted Operating Earnings Per Share (EPS) and Relative Total Shareholder Return (TSR). The short-term incentive program’s funding metrics are Adjusted Operating Earnings, Adjusted Operating Return on Allocated Capital as well as Strategic Indicators as a non-financial performance measure with quantitative metrics.
Option Exercises and Stock Vested Table for 2023
| Important Performance Measures | | Adjusted Operating Return on Equity | | Adjusted Operating Earnings Per Share | | Relative Total Shareholder Return | | Adjusted Operating Earnings Before Taxes | | Adjusted Operating Return on Allocated Capital | | Strategic Indicators |
Option Exercises and Stock Vested Table for 2023
| Voya 2024 Proxy Statement | 62 |
Option Exercises and Stock Vested Table for 2023
The following graph compares the compensation actually paid to our PEO, the average of the compensation actually paid to our remaining NEOs and the TSR performance of our stock price with the TSR performance of the disclosed peer group.
Option Exercises and Stock Vested Table for 2023
| Voya 2024 Proxy Statement | 63 |
Option Exercises and Stock Vested Table for 2023
The following graph compares the compensation actually paid to our PEO(s) and the average of the compensation actually paid to our remaining NEOs with our Company Selected Metric: Relative TSR.
Option Exercises and Stock Vested Table for 2023
| Voya 2024 Proxy Statement | 64 |
Option Exercises and Stock Vested Table for 2023
The following graph compares the compensation actually paid to our PEO(s) and the average of the compensation actually paid to our remaining NEOs with net income.
Option Exercises and Stock Vested Table for 2023
| Voya 2024 Proxy Statement | 65 |
Option Exercises and Stock Vested Table for 2023
Pension Benefits As described above under “—Tax-Qualified and Non-Qualified Retirement and Other Deferred Compensation Plans,” the Company maintains tax-qualified and non-qualified defined benefit (pension) plans that provide retirement benefits for employees whose length of service allows them to vest in and receive these benefits. During 2023, regular full-time and part-time employees of the Company were covered by the Retirement Plan. Participants in the Retirement Plan whose benefits cannot be paid from the Retirement Plan as a result of Internal Revenue Service (IRS) compensation or benefit limitations and who are designated by the Company are also eligible to participate in the SERP. Beginning January 1, 2012, all of the Company’s employees transitioned to a new cash balance pension formula under the Retirement Plan. A similar change to the SERP was also made. The cash balance pension formula credits 4% of eligible compensation to a hypothetical account in the Retirement Plan and the SERP, as applicable, each month. Account balances receive a monthly interest credit based on a 30-year Treasury bond rate published by the IRS in the preceding August of each year (for 2023 that rate was 3.75%). Participants in the Retirement Plan and the SERP prior to January 1, 2012, including Ms. Hurtsellers and Ms. Lavallee, transitioned to the new cash balance pension formula during the two-year period ending December 31, 2013. Benefits that accrued during the transition period have been determined based on the prior final average pay pension formula or the new cash balance pension formula, whichever is greater. Pension benefits that accrue after the transition period are solely based on the new cash balance pension formula. The SERP benefit is equal to the difference between (a) the participant’s retirement benefit before taking into account the tax limitations on eligible compensation and other compensation deferrals and (b) the participant’s actual retirement benefit paid from the Retirement Plan. Because they began employment after December 31, 2008, the benefits of all NEOs, except Ms. Hurtsellers and Ms. Lavallee, will be determined based solely on the new cash balance pension formula. A participant’s retirement benefits under the Retirement Plan and the SERP vest in full upon completion of three years of vesting service, when the participant reaches age 65 or if the participant dies while in active service with the Company. Participants may begin receiving full retirement benefits at age 65 and may be eligible for reduced benefits if retiring at an earlier age with a minimum of three years of vesting service. As of December 31, 2023, all NEOs, except Mr. Templin, were fully vested in Retirement Plan benefits and eligible for early retirement under the Retirement Plan. Eligible compensation generally includes base salary, annual cash incentive award and commissions, if applicable. Cash balance pension benefits under the Retirement Plan are generally payable as a lump-sum but may be paid as a monthly annuity. Cash balance pension benefits under the SERP are payable as a lump sum only. Benefits that accrued under the Retirement Plan and SERP before the cash balance transition period are generally payable in the form of a monthly annuity, though certain benefits under the Retirement Plan may be received as a lump-sum or partial lump-sum payment. Benefits under the SERP may be forfeited at the discretion of the Company if the participant engages in unauthorized competition with the Company, is discharged for cause, or performs acts of willful malfeasance or gross negligence in a matter of material importance to the Company. The following table presents the accumulated benefits under the Company pension plans in which each NEO participates.
Option Exercises and Stock Vested Table for 2023
| Voya 2024 Proxy Statement | 66 |
Present Value of Pension Benefits as of December 31, 2023
Present Value of Pension Benefits as of December 31, 2023
Present Value of Pension Benefits as of December 31, 2023
| Name | Plan Name | Number Years Credit Service | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | Change in Pension Value for Summary Compensation Table | | Heather Lavallee | Voya Retirement Plan | 15.00 | $245,169 | $0 | | | | Voya SERP | | $507,949 | $0 | | | | Total | | $753,118 | | $113,898 | | Donald Templin | Voya Retirement Plan | 1.13 | $16,731 | $0 | | | | Voya SERP | | $25,104 | $0 | | | | Total | | $41,835 | | $38,123 | | Rodney Martin | Voya Retirement Plan | 12.00 | $155,779 | $0 | | | | Voya SERP | | $310,884 | $0 | | | | Total | | $466,663 | | $53,681 | | Christine Hurtsellers | Voya Retirement Plan | 19.00 | $470,208 | $0 | | | | Voya SERP | | $1,035,679 | $0 | | | | Total | | $1,505,887 | | $153,568 | | Robert Grubka | Voya Retirement Plan | 8.87 | $97,826 | $0 | | | | Voya SERP | | $162,585 | $0 | | | | Total | | $260,411 | | $66,661 | | Former Executive Officer | | | | | | | Kevin Silva | Voya Retirement Plan | 11.86 | $155,500 | $0 | | | | Voya SERP | | $293,036 | $0 | | | | Total | | $448,536 | | $53,111 |
Present Value of Pension Benefits as of December 31, 2023
The present value of accumulated benefits under the Retirement Plan and the SERP shown in the “—Pension Benefits as of December 31, 2023” table is calculated using the same actuarial assumptions used by the Company for GAAP financial reporting purposes, and assuming benefits commence as of age 65 under both plans. Those assumptions are:
Present Value of Pension Benefits as of December 31, 2023
| ▪ | The discount rate is 5.28%; |
Present Value of Pension Benefits as of December 31, 2023
| ▪ | The post-retirement mortality assumption used for annuity payments and to measure liabilities under ASC 175 is based on the PRI-2012 Retiree, Amounts-Weighted, White Collar Mortality Table (Gender Specific) with generational mortality improvement projected using Scale MP-2021 after commencement at age 65. No mortality is assumed before age 65; and |
Present Value of Pension Benefits as of December 31, 2023
| ▪ | The long-term interest crediting rate on cash balance accounts is 3.75%. |
Present Value of Pension Benefits as of December 31, 2023
Non-Qualified Deferred Compensation Savings Plans (DCSP) The Company maintains the DCSP, a non-qualified deferred compensation plan that allows employees to contribute to deferred compensation accounts amounts above the 401(k) Plan annual limit and provides certain Company matching contributions on the deferred amounts. Eligible employees who meet certain compensation thresholds may elect to participate in the DCSP. Participating employees may elect to defer up to 50% of their salary, up to 50% of their sales-based commission compensation, or up to 100% of their short-term variable compensation (excluding sales-based commissions). In addition, participants may also elect to defer compensation they would have contributed to their 401(k) Plan accounts were it not for the compensation and contribution limits under the Code (a “spillover deferral” election). The Company provides a 100% matching contribution on spillover deferral amounts to enable Company matched contributions on deferrals that are in excess of the Code’s 401(k) contribution limits. Compensation eligible for spillover deferral and matching benefits is limited to three times the Code compensation limit, which was $330,000 for 2023. The aggregate Company match under the 401(k) Plan and DCSP for 2023 was limited to $59,400 (6% of $990,000, the maximum eligible compensation for 2023). The table below presents, for each NEO, 2023 information with respect to the DCSP.
Present Value of Pension Benefits as of December 31, 2023
| Voya 2024 Proxy Statement | 67 |
Non-Qualified Deferred Compensation Plans Table for 2023
Non-Qualified Deferred Compensation Plans Table for 2023
Non-Qualified Deferred Compensation Plans Table for 2023
| Name | Executive Contributions in 2023(1) | Registrant Contributions in 2023(1) | Aggregate Earnings in 2023(2) | Aggregate Withdrawals/ Distributions(3) | Aggregate Balance at 2023 Year End | | Heather Lavallee | $168,632 | $39,600 | $376,302 | $— | $3,022,242 | | Donald Templin | $220,442 | $39,600 | $25,397 | $— | $285,438 | | Rodney Martin | $1,897,105 | $39,600 | $1,244,631 | $— | $12,150,294 | | Christine Hurtsellers | $126,438 | $39,600 | $686,556 | $(138,212) | $4,493,725 | | Robert Grubka | $178,125 | $39,600 | $223,244 | $— | $1,682,486 | | Former Executive Officer | | | | | | | Kevin Silva | $63,609 | $39,600 | $42,255 | $— | $1,220,102 |
Non-Qualified Deferred Compensation Plans Table for 2023
| (1) Amounts reported in this column that are reported in the “Summary Compensation Table” (for 2023) are: Ms. Lavallee – $168,632 base salary; Mr. Templin – $28,714.26 base salary and bonus $191,727.24; Mr. Martin – $53,855.01 base salary and bonus $1,792,000; Ms. Hurtsellers – $126,438 base salary; Mr. Grubka – $178,125 base salary; and Mr. Silva $63,609 base salary. |
Non-Qualified Deferred Compensation Plans Table for 2023
| (2) Amounts in this column reflect the interest earned on notional investments, which investments are elected by the participant. The participant has the ability to change his or her investment election only during open periods. |
Non-Qualified Deferred Compensation Plans Table for 2023
| (3) Ms. Hurtsellers began receiving In-Service distribution payments in June 2022. |
Non-Qualified Deferred Compensation Plans Table for 2023
Employment Agreements
Potential Payments upon Termination or Change in Control Table(1)
Potential Payments upon Termination or Change in Control Table(1) The following table sets forth, for each NEO, an estimate of potential payments the NEO would have received at, following, or in connection with a termination of employment under the circumstances enumerated below on December 29, 2023.
Potential Payments upon Termination or Change in Control Table(1)
| Name | Termination Trigger | Severance(2) | Annual Incentive(3) | Health & Welfare Continuation | Equity Vesting(4) | Other Benefits(5) | Total | | Heather Lavallee | Involuntary Termination without Cause (Prior to Change in Control) | $6,175,000 | $1,752,750 | $15,180 | $11,717,084 | $35,000 | $19,695,015 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $6,175,000 | $1,752,750 | $15,180 | $16,614,816 | $35,000 | $24,592,746 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $— | $— | $— | $— | | | Death and Disability | $— | $1,752,750 | $— | $16,614,816 | $— | $18,367,566 | | Don Templin | Involuntary Termination without Cause (Prior to Change in Control) | $4,200,000 | $1,312,000 | $— | $994,591 | $35,000 | $6,541,591 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $4,800,000 | $1,312,000 | $— | $2,983,918 | $35,000 | $9,130,918 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $— | $— | $— | $— | | | Death and Disability | $— | $1,312,000 | $— | $2,983,918 | $— | $4,295,918 | | Rodney O. Martin, Jr.(6) | Retirement | $— | $1,891,125 | $— | $27,853,283 | $— | $29,744,408 | | Christine Hurtsellers(7) | Involuntary Termination without Cause (Prior to Change in Control) | $4,375,000 | $1,537,500 | $15,180 | $8,273,664 | $35,000 | $14,236,344 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $5,000,000 | $1,537,500 | $15,180 | $8,456,940 | $35,000 | $15,044,620 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $1,537,500 | $— | $6,925,582 | $— | $8,463,082 | | | Death and Disability | $— | $1,537,500 | $— | $8,456,940 | $— | $9,994,440 | | Rob Grubka | Involuntary Termination without Cause (Prior to Change in Control) | $4,550,000 | $1,599,000 | $15,180 | $3,809,023 | $35,000 | $10,008,203 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $5,200,000 | $1,599,000 | $15,180 | $5,880,941 | $35,000 | $12,730,121 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $— | $— | $— | $— | | | Death and Disability | $— | $1,599,000 | $— | $5,880,941 | $— | $7,479,941 |
Potential Payments upon Termination or Change in Control Table(1)
| Former Executive Officer | | | | | | | | | Kevin Silva(8) | Involuntary Termination without Cause (Prior to Change in Control) | $2,323,125 | $554,354 | $7,506 | $5,106,981 | $105,991 | $8,097,957 |
Potential Payments upon Termination or Change in Control Table(1)
| (1) All amounts assume that the triggering event took place on December 29, 2023 (except for Mr. Silva who terminated on Nov. 30, 2023) and the price per share of Voya common stock was $72.96. There are no change in control provisions that would affect the level of benefits payable from the pension plans. |
Potential Payments upon Termination or Change in Control Table(1)
| (2) Under the terms of the Voya Financial, Inc. Severance Plan for Senior Managers and subject to each executive’s execution of a release, the Company would make lump sum cash severance payments to all other NEOs. |
Potential Payments upon Termination or Change in Control Table(1)
| (3) Annual Incentive amount equals target award multiplied by a performance factor of 82% for 2023. |
Potential Payments upon Termination or Change in Control Table(1)
| (4) As of December 29, 2023, Mr. Martin, Ms. Hurtsellers and Mr. Silva are retirement eligible under Voya's Long-Term Incentive Plan. Upon termination of employment, previously granted equity would continue to vest in accordance with the terms and conditions of individual equity award agreements. |
Potential Payments upon Termination or Change in Control Table(1)
| (5) All NEOs would be eligible, under the applicable scenarios, for the Company’s executive outplacement program which provides a benefit for up to 12 months post-termination at a fixed cost to the Company of approximately $35,000 per executive. |
Potential Payments upon Termination or Change in Control Table(1)
| (6) Mr. Martin retired on February 29, 2024. |
Potential Payments upon Termination or Change in Control Table(1)
| (7) Ms. Hurtsellers’ continued employment from January 8, 2024 as a strategic advisor to Voya Investment Management and the Company is governed by a separation agreement, which would determine actual payments upon any termination in 2024. |
Potential Payments upon Termination or Change in Control Table(1)
| (8) Mr. Silva’s employment was terminated on November 30, 2023. Amounts shown under the Severance and Annual Incentive columns reflect actual payments received by Mr. Silva pursuant to the terms of the Severance Plan. The amount shown in the Other Benefits column includes out placement benefit of $55,500 and payment for unused PTO of $50,491. |
Potential Payments upon Termination or Change in Control Table(1)
| Voya 2024 Proxy Statement | 70 |
CEO PAY RATIO – 76:1
CEO PAY RATIO – 76:1
CEO PAY RATIO – 76:1
| Median EE Selection | Salary Paid in 2023 | Annual Incentive | Stock Awards | Non-Equity Incentive Plan Comp | Change in Pension & NQDC Earnings | All Other Comp | Total | Pay Ratio | | | $90,950 | $13,643 | n/a | n/a | $9,578 | $0 | $114,171 | 76 | | CEO* | $950,000 | $1,752,750 | $5,830,245 | n/a | $113,898 | $75,479 | $8,722,372 | — |
CEO PAY RATIO – 76:1
Pursuant to the Dodd-Frank Act, we are required to annually disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer. The annual total compensation for fiscal year 2023 for our CEO was $8,722,372 and for the median employee was $114,171. The resulting ratio of our CEO’s pay to the pay of our median employee for fiscal year 2023 was 76 to 1. To identify the median of the annual total compensation of our employees (excluding our CEO), we utilized target total direct compensation, which includes base salary, target annual cash incentive, and target long-term incentive, as the consistently applied compensation measure. We included all our U.S. full-time and part-time employees as well as seasonal and temporary employees whose compensation was determined by us, in each case employed with us as of December 31, 2023. In accordance with SEC guidance, we excluded all of the approximately 2,000 non-U.S. employees who have become employees of the Company as a result of our acquisition of all remaining equity interest in VFI SLK Global Services Private Limited previously held by SLK Software Private Limited on August 1, 2023. Compensation for employees with partial year of service was not annualized and no assumptions, adjustments or estimates were applied. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
CEO PAY RATIO – 76:1
| Voya 2024 Proxy Statement | 71 |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION Overview In order to attract and retain highly qualified directors to represent shareholders, our philosophy is to set compensation to be within a competitive range of non-employee director pay at comparable companies. Annually, the Nominating, Governance and Social Responsibility Committee reviews peer group data to understand market practices for director compensation with the assistance of the board’s independent third-party compensation consultant. Our non-employee director compensation is compared to that of companies in the Comparison Group described on page 41 of this proxy statement. The Nominating, Governance and Social Responsibility Committee uses the approximate median of the Comparison Group’s director compensation as a reference point for setting director compensation. The most recent competitive pay study was completed in July 2023.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Annual Cash Retainer | | The annual cash retainer for each non-employee director is $105,000. The additional cash retainer for membership of all committees (except committee chairs) is $10,000. The additional cash retainer for the Chair of the Audit Committee is $30,000, the additional cash retainer for the Chair of the Compensation, Benefits and Talent Management Committee, the Nominating, Governance and Social Responsibility Committee, the Risk, Investment and Finance Committee and the Technology, Innovation and Operations Committee, respectively, is $20,000. The Non-Executive Chairperson receives an additional cash retainer of $100,000. | | Equity Compensation | | Each non-employee director receives an annual equity grant of time-vested RSUs equal in value to $150,000 and subject to the stock ownership guidelines described below. Stock grants are made on the date of the annual meeting of shareholders at which a director is elected or re-elected to serve on the Board and will vest on the date of the next annual meeting. | | Director Compensation Deferral | | In 2015, we adopted a deferred cash fee plan pursuant to which non-employee directors may elect to defer all or a portion of their cash director fees either into a cash account or into an account in the form of our common stock and receive amounts deferred upon the earlier of the in-service distribution date designated by the director and the date on which the director first ceases to be a director of the Company. Directors may elect to receive their distributions either in a single lump sum or in quarterly or annual installments over a period of five or 10 years. | | Stock Ownership Guidelines | | Our non-employee directors are required to own Company stock in an amount that is five times the annual board cash fees no later than the fifth anniversary from the director’s initial election or appointment to the Board. For purposes of satisfying this ownership requirement, “Company stock” shall be deemed to include only (i) shares of Company common stock beneficially owned by the director and (ii) restricted stock units (vested and unvested) in respect of Company common stock awarded to the director. As of our latest measurement date (March 28, 2024), all of our non-employee directors (other than Mses. Butler and DeRose who joined the Board in 2021 and 2019, Ms. Biggar, who rejoined the board in 2022, and Messrs. Bowman, Ersek, Leary and Lewis, who joined the Board in 2023, 2023, 2024 and 2020, respectively) met the required ownership guideline level. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| Voya 2024 Proxy Statement | 72 |
NON-EMPLOYEE DIRECTOR COMPENSATION
Director Summary Compensation Table The chart below indicates the elements and total value of cash compensation and of RSUs granted to each non-employee director for services performed in 2023. Pursuant to SEC rules, this table includes equity awards granted during 2023, and excludes equity awards granted in 2024 in respect of 2023 service. Cash amounts, however, reflect amounts paid in respect of 2023 service, even if paid during 2024.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Director | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Lynne Biggar | $129,542 | $150,013 | $19,500 | $299,055 | | Stephen Bowman | $101,355 | $184,974 | $25,000 | $311,329 | | Yvette Butler | $136,659 | $150,013 | $0 | $286,672 | | Jane Chwick | $144,659 | $150,013 | $9,000 | $303,672 | | Kathleen DeRose | $155,000 | $150,013 | $17,200 | $322,213 | | Hikmet Ersek | $101,355 | $184,974 | $0 | $286,329 | | Ruth Ann Gillis | $101,500 | $150,013 | $25,000 | $276,513 | | Aylwin Lewis | $135,000 | $150,013 | $0 | $285,013 | | Byron H. Pollitt, Jr. | $109,991 | $0 | $0 | $109,991 | | Joseph Tripodi | $146,159 | $150,013 | $22,500 | $318,672 | | David Zwiener | $180,000 | $150,013 | $20,600 | $350,613 |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (1) Certain directors elected to defer the cash portion of their Director Fees for 2023 under the Director Compensation Deferral Plan adopted in 2015 which is described above. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (2) Amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (3) Amounts in this column represent matching charitable contributions (maximum of $25,000 per year) made by the Company on behalf of each Director. For a description of our matching gifts program and our community investments, please see Part I – Corporate Responsibility – Community Investment. |
NON-EMPLOYEE DIRECTOR COMPENSATION
Director Equity Awards The following table sets forth outstanding equity awards held by each non-employee Director as of December 31, 2023.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Director | # of RSUs Outstanding | | Lynne Biggar | 3,807 | | Yvette Butler | 3,596 | | Jane Chwick | 21,013 | | Kathleen DeRose | 10,118 | | Ruth Ann M. Gillis | 22,931 | | Aylwin Lewis | 6,386 | | Byron Pollitt, Jr.* | 0 | | Joseph Tripodi | 16,270 | | David Zwiener | 28,264 | | Hikmet Ersek | 2,165 | | Stephen Bowman | 2,165 |
NON-EMPLOYEE DIRECTOR COMPENSATION
| * Mr. Pollitt retired from the Board on May 25, 2023. |
BENEFICIAL OWNERSHIP OF CERTAIN HOLDERS
| (8) Amounts include, for directors, vested RSUs awarded as compensation. See “Part II: Compensation Matters-Non-Employee Director Compensation-Director Equity Awards.” |