DEF 14A of Voya Financial, Inc., Apr 10, 2025

DEF 14A of Voya Financial, Inc.

Filed Apr 10, 2025 · FY20240001535929-25-000031

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our Board consists of 12 directors, who are elected annually by our shareholders for one-year terms, comprised of 11 independent directors, including the Non-Executive Chairperson of our Board, and our President and CEO, Heather Lavallee. At our Annual Meeting, our shareholders will be asked to elect 12 nominees to our Board (collectively, the “Director Nominees”).

  2. Board Recommendation: Our Board unanimously recommends that our shareholders elect each of our Director

    Board Recommendation: Our Board unanimously recommends that our shareholders elect each of our Director

  3. Nominees described below under “Our Director Nominees.”

    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:

  4. Nominees described below under “Our Director Nominees.”

    | Voya 2025 Proxy Statement | 3 |

  5. Nominees described below under “Our Director Nominees.”

    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: Financial literacy or other professional business experience relevant to an understanding of our business Independence for purposes of the New York Stock Exchange (NYSE) listing rules Strong character and integrity Individual background and attributes Significant leadership experience Accomplishments and reputation in the business community We also appreciate the importance of critically evaluating individual directors and their contributions to our Board in connection Shareholder feedback, including the support received by director nominees at our last annual meeting Independence for purposes of the NYSE listing rules The extent to which the director's skills, qualifications and experience continue to contribute to the success of our Board Attendance and participation at, and preparation for, Board and committee meetings 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:

  6. Nominees described below under “Our Director Nominees.”

    | 4 | Voya 2025 Proxy Statement |

  7. Nominees described below under “Our Director Nominees.”

    Board At A Glance

  8. Snapshot of Our Director Nominees

    Snapshot of Our Director Nominees

  9. Snapshot of Our Director Nominees

    | Name and Principal Occupation | | Independent | Director Since | | | Lynne Biggar Director | Yes | 2014 | | | S. Biff Bowman Director | Yes | 2023 | | | Yvette S. Butler Director | Yes | 2021 | | | Jane P. Chwick Director | Yes | 2014 | | | Kathleen DeRose Director | Yes | 2019 | | | Hikmet Ersek Director | Yes | 2023 | | | Ruth Ann M. Gillis Director | Yes | 2015 | | | Heather Lavallee President and Chief Executive Officer | No | 2022 | | | Robert G. Leary Director | Yes | 2024 | | | Aylwin B. Lewis Director | Yes | 2020 | | | William J. Mullaney Director | Yes | 2024 | | | Joseph V. Tripodi Director | Yes | 2015 |

  10. Snapshot of Our Director Nominees

    | Voya 2025 Proxy Statement | 5 |

  11. Board At A Glance (continued)

    Board At A Glance (continued) 2025 Board Nominee Statistics

  12. Board At A Glance (continued)

    | 11 of 12 Directors are Independent | Average Director Tenure ~ 5.5 years1 | Average age ~ 63 |

  13. Board At A Glance (continued)

    1As of the date of the Annual Meeting. Corporate Governance Best Practices and Accountability We believe that strong and sustainable corporate governance is essential to the effective oversight of the Company. As such, we periodically review and strive to improve our corporate governance practices. We list below our current key corporate governance practices:

  14. Board At A Glance (continued)

    | Accountability | Best Practices | | ✔Annual election of directors ✔Majority voting for directors ✔Annual advisory vote on executive compensation ✔Annual board and committee self-evaluations ✔Oversight of political contributions | ✔Proactive shareholder engagement plan ✔Independent directors meet regularly in executive sessions, including with our external auditors ✔Stock ownership requirements for directors and executive officers ✔No poison pill ✔Director orientation and continuing education ✔Directors and employees (including officers) may not enter into hedging transactions or pledge Voya securities ✔Average of 97% Board and committee meeting attendance ✔100% independent standing Board committees (with the exception of the Executive Committee) |

  15. Board At A Glance (continued)

    | 6 | Voya 2025 Proxy Statement |

  16. Board At A Glance (continued)

    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. Mullaney 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. Mullaney was identified by the search firm and recommended as a director candidate due to a number of factors, including his extensive insurance and other 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., 200 Park Avenue, New York, New York 10166. 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 2026 Annual Meeting?”. Our Director Nominees If elected by our shareholders, the 12 Director Nominees, all of whom are currently members of our Board, will serve for a one- year term expiring at our 2026 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.

  17. Board At A Glance (continued)

    | | Ms Biggar, currently a Senior Advisor at Boston Consulting Group and an experienced independent board director, has over 25 years of executive experience in operating and marketing roles in financial services, most recently serving as the Global Chief Marketing Officer at Visa. Ms. Biggar also held senior level roles at Time Inc and at American Express, where she spent over 21 years and was a member of the Global Management Team. Ms. Biggar has extensive experience driving strategies and financial outcomes across B2B, B2C, and B2B2C businesses, bringing a key focus on customer and end user insights. Accordingly, she was recognized by Forbes as one of the World’s Most Influential CMOs for 3 years in a row (20019-2021) among other accolades. Business Experience ■Executive Vice President and Global Chief Marketing Officer, Visa, Inc. (2016 to 2022) ■Executive Vice President of Consumer Marketing & Revenue, Time Inc. (2013 to 2016) ■Variety of senior management positions at American Express, including leading acquisition, rewards and benefits, loyalty, and the consumer travel business (1992 to 2013) Key Qualifications ■Ms. Biggar, a seasoned executive and well-respected leader, has held pivotal global roles in complex, global organizations where she has delivered significant outcomes across financial, customer, and brand metrics. ■Ms. Biggar brings over a decade of experience as an independent director on a variety of public and privately held company boards. Board Memberships ■Anheuser-Busch InBev (a public company) ■Hiscox Group (a public company) ■Finastra ■Leading Hotels of the World | | Lynne Biggar Age: 62 Director Since: 2014-2021, 2022 to current | |

  18. Board At A Glance (continued)

    | Voya 2025 Proxy Statement | 7 |

  19. Board At A Glance (continued)

    | | Mr. Bowman has had a distinguished career in the financial services industry, culminating in his role as Chief Financial Officer of The Northern Trust Corporation, until his retirement in February 2020. Mr. Bowman oversaw the company’s Global Finance function including the 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. Mr. Bowman is a National Trustee of Miami University and serves as the Chair of the Investment Subcommittee. Mr. Bowman has also previously served as the Chairman of the Lincoln Park Zoo and Glenwood Academy. Business Experience ■Chief Financial Officer, The Northern Trust Corporation (2014 to 2020) ■Executive Vice President and Chief Human Resources Officer, The Northern Trust Corporation (2012 to 2014) ■Various senior management positions at The Northern Trust Corporation (1985 to 2012) Key Qualifications ■Mr. Bowman’s extensive experience in finance and leadership positions at The Northern Trust Corporation demonstrates his capability to manage complex financial operations and strategic initiatives. His roles in human resources and regional leadership further highlight his versatility and ability to drive organizational success. ■Mr. Bowman qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission. Board Memberships ■First Interstate Bank (a public company) ■FNZ Trust Company ■Commonwealth Edison Company | | S. Biff Bowman Age: 61 Director Since: 2023 | |

  20. Board At A Glance (continued)

    | 8 | Voya 2025 Proxy Statement |

  21. Board At A Glance (continued)

    | | Ms. Butler brings over 30 years of financial industry experience, with her most recent experience focused on bridging the gap between technology and wealth management. 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. Prior to this, Ms. Butler held various senior leadership positions at SVB Private, Capital One and other leading financial institutions. Ms. Butler was named one of The Washingtonian’s prestigious list of Most Powerful Women in Washington in 2017, Savoy’s 100 Most Influential Black Executives in 2020, and Savoy's Most Influential Black Board Directors in 2021. Business Experience ■CEO of Hive Wealth (February 2022 to present) ■President of SVB Private Bank & Wealth Management (2018 to 2022) ■Executive Vice President of Capital One Investing (2013 to 2018) ■Managing Director, Wells Fargo Advisors, LLC (2007 to 2013) ■Various senior leadership roles within the financial services industry since 1991 Key Qualifications ■Ms. Butler's deep knowledge of wealth management, technology and financial advisory services, coupled with her investor marketing experience, highlights her extensive expertise in the financial sector. Board Memberships ■Synctera ■Hillcrest Finance, LLC ■Portfolia | | Yvette S. Butler Age: 59 Director Since: 2021 | |

  22. Board At A Glance (continued)

    | Voya 2025 Proxy Statement | 9 |

  23. Board At A Glance (continued)

    | | Ms. Chwick was a partner at Goldman Sachs Group, Inc., where she had a 30-year career in technology, culminating in her role as the co-chief operating officer of the Technology Division, until her retirement in 2013. Ms. Chwick was responsible for financial and business planning, setting the technology strategy while co-head of the 8,000 person global technology organization. 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 served on the board of directors of Essent Group (a public company) and The Queens College Foundation, both until December 31, 2021, and ThoughtWorks (a public company) until November 2024. Business Experience ■Co-Founder/Co-CEO, Trewtec, Inc. (2014 to 2017) ■Various C-Suite and other senior leadership roles at Goldman Sachs (1983 to 2013) Key Qualifications ■While at Goldman Sachs, Ms. Chwick served on various governance committees, including the firm’s Finance Committee, the Firmwide New Activity Committee and the Technology Risk Committee, and was co-chair of the Technology Division Operating Committee. ■Ms. Chwick brings over a decade of experience on public and privately held company boards. Board Memberships ■M&T Bank (a public company) ■MarketAxess Holdings, Inc. (a public company) | | Jane P. Chwick Age: 62 Director Since: 2014 | |

  24. Board At A Glance (continued)

    | 10 | Voya 2025 Proxy Statement |

  25. Board At A Glance (continued)

    | | 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 oversees the Fubon Center for Technology, Business, and Innovation. With a career spanning several decades, Ms. DeRose has held multiple executive leadership positions in asset and wealth management, and has been instrumental in developing technology strategy and execution. Ms. DeRose served on the board of Evolute Group AG until December 2020. Business Experience ■Clinical Professor of Finance, New York University Leonard N. Stem School of Business (September 2016 to present) ■Managing Director, Credit Suisse (2010 to 2015) ■Senior Managing Partner, Hagin Investment Management (2006 to 2010) ■Managing Director at Bessemer Trust (2003 to 2006) and at Deutsche Bank (1991 to 2003) ■JPMorgan Chase & Co. (formerly Chase Manhattan Bank) (1983 to 1991) Key Qualifications ■Ms. DeRose brings a wealth of experience in executive leadership and a strong track record of driving strategic business solutions, coupled with a decade of experience on public and privately held company boards. Board Memberships ■London Stock Exchange Group (a public company) ■Enfusion, LLC (a public company) ■Experian (a public company) ■Taxwell | | Kathleen DeRose Age: 64 Director Since: 2019 | |

  26. Board At A Glance (continued)

    | Voya 2025 Proxy Statement | 11 |

  27. Board At A Glance (continued)

    | | Mr. Ersek has more than 38 years of executive experience in global financial services, where he has played pivotal roles in major organizations, driving international growth and business diversification. Mr. Ersek began his 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 Manager, and he also represented the GE Corporation as the National Executive for Austria and Slovenia. Drawing on his international background, Mr. Ersek joined Western Union (a public company) in 1999 and was responsible for international expansion of Western Union in Europe, Africa, and Asia, culminating in his appointment as CEO and a director of the company in 2010. Through his related investment fund, 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. Business Experience ■CEO and Director, Western Union (2010 to 2021) ■Senior Executive, Western Union (1999 to 2010) ■National Executive and Business Development Manager, GE (1995 to 1999) ■Business Development Manager, Mastercard (1985 to 1995) Key Qualifications ■Founded more than 170 years ago, Western Union became, 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 into a global digital payments company. Board Memberships ■Special Advisor to waterdrop® | | Hikmet Ersek Age: 64 Director Since: 2023 | |

  28. Board At A Glance (continued)

    | 12 | Voya 2025 Proxy Statement |

  29. Board At A Glance (continued)

    | | Ms. Gillis, Voya's Non-Executive Chairperson of the Board, brings to the Company an extensive background in finance, banking, risk management, financial reporting, operations and information technology, human capital management and regulatory expertise with an almost 40-year history of career accomplishments. Ms. Gillis has been recognized as a National Association of Corporate Directors Board Leadership Fellow since 2017 and is an active member of several director education organizations. Ms. Gillis is also a Life Trustee of the Goodman Theatre and Life Director of the Lyric Opera of Chicago. Ms. Gillis has previously served on the boards of Parson Group LLC (a private company) and Potlatch Corporation (a public company). Business Experience ■Executive Vice President and Chief Administrative Officer, Exelon Corporation (2005 to 2014) ■Various c-suite roles including Executive Vice President, Commonwealth Edison Company (2004 to 2005), President, Exelon Business Services Company (2002 to 2004) and Senior Vice President and Chief Financial Officer (2000-2002), Exelon Corporation (1997 to 2005) ■Senior Vice President and Chief Financial Officer, University of Chicago Hospitals and Health System (1996 to 1997) ■Various senior management positions, First Chicago Corporation (1977 to 1996) Key Qualifications ■Ms. Gillis brings over 25 years of long-tenured public and private directorship experience and has served on and chaired a number of Audit, Compensation, Nominating and Governance, Risk and Finance and Technology Committees. ■Ms. Gillis’ extensive experience working in highly regulated and complex industries and her proven executive capabilities strengthens the Board’s oversight of operational resilience, ensuring sound corporate governance and strategic decision-making. Board Memberships ■Snap-On Incorporated (a public company) ■KeyCorp (a public company) | | Ruth Ann M. Gillis Age: 70 Director Since: 2015 | |

  30. Board At A Glance (continued)

    | Voya 2025 Proxy Statement | 13 |

  31. Board At A Glance (continued)

    | | Ms. Lavallee has been Chief Executive Officer of the Company 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. Ms. Lavallee has held a number of senior executive roles within the Company. Ms. Lavallee served as CEO of Voya’s Wealth Solutions business where she led its customer experience and profitable growth and president of the Company’s Tax-Exempt Markets business where she was responsible for all aspects of that business, including product, distribution, financial management, strategy and operational performance. 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. Business Experience ■CEO, Voya Financial, Inc. (January 2023 to present) ■President and CEO-elect, Voya Financial, Inc. (July 2022 to January 2023) ■CEO, Wealth Solutions, Voya Financial, Inc. (2021 to 2023) ■President, Voya Financial, Inc., Tax Exempt Markets (2016 to 2021) and Employee Benefits (2011 to 2016) ■Various positions with increasing responsibility in the financial services industry since 1992 Key Qualifications ■Ms. Lavallee brings wide-ranging leadership experience within the financial services industry. Leveraging her long tenure with the company and extensive knowledge of the Health and Wealth business units, she is well positioned to advance the Company's growth strategy. ■Under Ms. Lavallee's leadership, the company successfully completed three strategic acquisitions: Allianz Global Investors’ US-based income and growth, fundamental equities and private placement teams; Benefitfocus, a technology-based benefits management company; and OneAmerica Financial’s full-service retirement business. These additions extended Voya Investment Management’s reach outside of the US, enhanced Voya’s benefits administration business, and expanded Voya’s retirement enterprise to serve about 60,000 retirement plans with nearly 8 million participants. Board Memberships ■Council for Economic Education ■American Council of Life Insurers | | Heather Lavallee President and Chief Executive Officer Age: 55 Director Since: 2022 | |

  32. Board At A Glance (continued)

    | 14 | Voya 2025 Proxy Statement |

  33. Board At A Glance (continued)

    | | Mr. Leary has more than 30 years of experience across the asset management, employee benefits, retirement, insurance and annuities industries and has a distinguished career spanning various financial services organizations. He served as CEO of The Olayan Group and Nuveen, leading the latter through its acquisition and integration with TIAA. His leadership roles at AIG Financial Products, ING Investment Management Americas, and ING Insurance U.S. showcase his expertise in the financial sector. Mr. Leary began his career as a lawyer at White & Case before transitioning to J.P. Morgan Chase & Co., where he pioneered fixed-income derivative applications. Mr. Leary has served on the Board of the American Council of Life Insurers and numerous not-for-profits focusing on education, the environment and humanitarian aid. Business Experience ■CEO, The Olayan Group (2019 to 2020) ■CEO, Nuveen (2013 to 2017) ■Various executive roles including President & Chief Operating Officer and CEO, ING U.S. (now Voya Financial, Inc.) (2007 to 2012) ■Various senior management positions in the financial services industry since 1990 Key Qualifications ■Mr. Leary brings extensive CEO and other c-suite experience with an accomplished track record in significantly enhancing financial performance, governance, and increasing the global presence of companies while introducing best practices across key functions. 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 | | Robert G. Leary Age: 62 Director Since: 2024 | |

  34. Board At A Glance (continued)

    | Voya 2025 Proxy Statement | 15 |

  35. Board At A Glance (continued)

    | | Mr. Lewis is an accomplished executive with extensive leadership experience in the quick service restaurant and retail industries. He has held pivotal roles in major corporations, contributing to their growth and operational success. His career is marked by significant achievements and strategic leadership. Mr. Lewis served as Chairman, Chief Executive Officer and President of Potbelly Corporation, until his retirement in November 2017. Prior to that, Mr. Lewis held a number of C-Suite positions at Sears Holdings Corporation, and was Chief Executive Officer of Kmart and Sears Retail following Sears’ acquisition of Kmart Holding Corporation in March 2005. In addition, 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. 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. Business Experience ■Chairman, CEO and President, Potbelly Corporation (2008 to 2017) ■President and CEO, Sears Holdings Corporation (2005 to 2008) ■President and CEO, Kmart Holding Corporation (2004 to 2005) ■Various senior leadership roles with YUM! Brands, Inc., including Chief Multi-Branding and Operating Officer (2003 to 2004), Chief Operating Officer (2000 to 2003), and Chief Operating Officer, Pizza Hut (1996 to1997) Key Qualifications ■Mr. Lewis, a seasoned executive, has held pivotal roles at a number of large-scale organizations and brings significant leadership and strategic expertise. ■Mr. Lewis qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission. Board Memberships and Other Positions ■Marriott International (a public company) ■Chefs’ Warehouse Inc (a public company) | | Aylwin B. Lewis Age: 71 Director Since: 2020 | |

  36. Board At A Glance (continued)

    | 16 | Voya 2025 Proxy Statement |

  37. Board At A Glance (continued)

    | | Mr. Mullaney brings over 40 years of experience in financial services, managing businesses and advising clients on issues impacting life insurance, annuities, asset management, pension plans and banking. Most recently, he served as a managing director in Deloitte Consulting’s Financial Services practice, advising some of the firm’s largest clients on strategy development, revenue growth, and operational effectiveness. He also led Deloitte’s Group Insurance practice. Previously, he was president of MetLife, Inc.’s U.S. Business serving over 90 million customers through its product offerings. Mr. Mullaney previously served on the board of directors for the Insurance Information Institute; Insurance Institute for Highway Safety; and Property and Casualty Insurers of America. He was also a director at MetLife Bank. Business Experience ■Managing Director, Deloitte, LLP (2012 to 2022) ■President, U.S. Business, MetLife, Inc. (2009 to 2012) ■Various senior leadership positions, MetLife, Inc. (1985 to 2009) Key Qualifications ■Mr. Mullaney brings extensive experience in areas relevant to the strategic growth of Voya’s Workplace Business including group insurance, defined contribution plans, voluntary benefits, and the strategies, operational and technology capabilities needed to be successful. Board Memberships and Other Positions ■FINEOS (a public company) ■Automobile Association of America Northeast Club | | William J. Mullaney Age: 64 Director Since: 2024 | |

  38. Board At A Glance (continued)

    | Voya 2025 Proxy Statement | 17 |

  39. Board At A Glance (continued)

    | | Mr. Tripodi is a retired global business and marketing leader with over 35 years of significant global and functional experience in numerous industries. Until his retirement in 2019, Mr. Tripodi was the Chief Marketing Officer of The Subway Corporation, where he was responsible for Brand Management, Advertising & Communications, PR, Customer Care & Social Listening, R&D/Innovation, Food Safety & Food Quality, and Revenue Optimization. Mr. Tripodi has additional Chief Marketing Officer experience at a number of other large-scale institutions such as The Coca-Cola Company, Allstate Insurance Company, The Bank of New York and Seagram Spirits & Wine, Mr. Tripodi previously served on the boards of Newman's Own, Inc. and The Ad Council and is the former Chairman of Association of National Advertisers. Business Experience ■Chief Marketing Officer, Subway (2016 to 2018) ■Executive Vice President and Commercial Officer, The Coca-Cola Company (2007 to 2015) ■Senior Vice President and Chief Marketing Officer, Allstate (2003 to 2007) ■Chief Marketing Officer, The Bank of New York (2002), ■Seagrams Spirit and Wine Group (1999 to 2003) ■Various senior and leadership marketing roles since 1981 Key Qualifications ■Mr. Tripodi, with extensive global marketing experience across diverse industries, has led successful marketing campaigns for major corporations and brings valuable strategic insight into customer experiences with public and private companies. Board Memberships and Other Positions ■Zeus Fire and Security Company ■Playfly Sports, LLC | | Joseph V. Tripodi Age: 69 Director Since: 2015 | |

  40. Board At A Glance (continued)

    | 18 | Voya 2025 Proxy Statement |

  41. COMPENSATION DISCUSSION AND ANALYSIS

    | Incentive Type | Compensation Element | Form of Compensation | Performance Metric | Objective/Purpose | Subject to Clawback and Forfeiture | Key 2024 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 adjustment made for Mr. Toms in connection with his 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 a 73% 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 2025-2027 period based on the following metrics: Relative Total Shareholder Return (TSR) (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 only disclose the Adjusted Operating Return on Equity and Adjusted Operating Earnings Per Share goals; after completion of the performance period. The performance group for evaluating our relative TSR achievement consists of companies in our 2024 Comparison Group (refer to page 39). | Yes | Performance for the 2022-2024 period was below target for Adjusted Operating ROE, Adjusted Operating EPS, and relative TSR, resulting in payout of 78% of target for the PSUs granted in 2022. | | 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 second stock price hurdle of $79.10/share was achieved on October 25, 2024; however, the earned PSUs will vest on June 30, 2025 for the CEO and October 25, 2025 for other eligible NEOs. |

  42. COMPENSATION DISCUSSION AND ANALYSIS

    Why We Use These Performance Metrics in Our Incentive Compensation Program Our incentive compensation components consist of: (1) annual cash incentive awards that incentivize our NEOs to achieve pre-determined annual Company goals and individual performance with respect to such Company goals, and (2) long-term equity based incentive awards that incentivize our NEOs to increase shareholder value over a sustained period of time and to achieve pre-determined long-term Company performance goals, which align the interests of our NEOs with the interests of our shareholders. We believe that the use of a portfolio of performance metrics in the incentive compensation program, reflecting operating profitability, capital efficiency, return on equity and relative stock price, are appropriate to motivate our executives to achieve outstanding results in any fiscal year, and, at the same time, help build long-term value for shareholders. We describe why we use these metrics in detail below. Annual Cash Incentive Compensation:

  43. Relative Total Shareholder Return (TSR)

    | | | | Long-Term Incentive (LTI) Grant Value | | | | | | Annual Base Salary | Annual Cash Incentive | PSUs | RSUs | Total LTI | Total Compensation for 2024 | | Ms. Lavallee | $950,000 | $1,560,375 | $3,918,750 | $3,206,250 | $7,125,000 | $9,635,375 | | Mr. Templin(1) | $800,000 | $1,168,000 | $— | $— | $— | $1,968,000 | | Mr. Grubka(2) | $650,000 | $— | $— | $— | $— | $650,000 | | Mr. Toms(3) | $622,159 | $1,505,625 | $1,417,969 | $1,160,156 | $2,578,125 | $4,705,909 | | Mr. Keshavan | $600,000 | $876,000 | $825,000 | $675,000 | $1,500,000 | $2,976,000 | | Former Executive Officer | | | | | | | | Mr. Martin(4) | $170,833 | $275,994 | — | — | — | $446,827 |

  44. Relative Total Shareholder Return (TSR)

    (1)Mr. Templin transitioned from the role of Executive Vice President, Chief Financial Officer to Strategic Advisor as of January 1, 2025. Pursuant to the terms of that transition, he was not eligible for a long-term incentive award in 2025. (2)Mr. Grubka's employment terminated on December 31, 2024. In accordance with the terms of Voya’s Severance Plan for Senior Managers, Mr. Grubka's termination is a qualifying termination without cause, and he was therefore eligible for severance payments and benefits. Amounts shown reflect amounts for Mr. Grubka's 2024 employment and do not include severance payments and benefits. Please see discussion and tables in “Summary Compensation Table” on page 53 and ‘‘Potential Payments upon Termination or Change in Control’’ on page 65. (3)Mr. Toms salary is based on his annualized base salary of $500,000 from January 1, 2024 through January 8, 2024 and an annualized base salary of $625,000 from January 9, 2024 through December 31, 2024. (4)Mr. Martin's 2024 salary is based on his actual salary paid from January 1, 2024 to February 29, 2024, his date of retirement. Mr. Martin’s compensation is pursuant to a pre-existing employment contract. Please see discussion in “Employment Agreements” on page 64. The information contained in this supplemental table differs substantially from the total direct compensation information contained in the “Summary Compensation Table” for 2024 because the stock awards and option awards columns for a particular year in the “Summary Compensation Table” report awards actually granted in that fiscal year (not equity awards granted in respect of the preceding performance year). For example, for 2024, the “Summary Compensation Table” includes awards made in February 2024 in respect of the 2023 performance year but does not include awards made in February 2025 in respect of the 2024 performance year. On the other hand, the information presented above includes stock-based grants made in February 2025 in respect of the 2024 performance year and not the stock-based grants made in February 2024 in respect of the 2023 performance year. The table above is not intended to be a substitute for the reporting of compensation in accordance with SEC rules as shown in the 2024 Summary Compensation Table beginning on page 55.

  45. Relative Total Shareholder Return (TSR)

    2024 Executive Compensation Structure and Pay Mix is Aligned with Performance Approximately 90% of the total compensation delivered to our CEO and 86% delivered to our other NEOs in 2024 was variable. This excludes Mr. Templin who did not receive a long-term incentive award for 2024 performance in 2025 due to his transition to the Strategic Advisor role, Mr. Grubka who did not receive an annual incentive or long-term incentive award for 2024 performance in connection with his termination without cause, and Mr. Martin who retired in 2024. By variable, we mean that there is no guarantee that executives will actually realize the originally intended “target” compensation values. This variable feature demonstrates management’s alignment with shareholders’ interests, as the delivery of the variable compensation is dependent on performance, including our stock price. We believe that the mix of compensation, the allocation between cash and equity, the time horizon between short-term and long-term, and the differentiation between fixed and variable compensation collectively provide appropriate incentives to motivate near-term performance, while providing significant incentives to keep executives focused on longer-term corporate goals that drive shareholder value. Our Executive Compensation Philosophy The following principles help guide and inform the Compensation, Benefits and Talent Management Committee in delivering

  46. Relative Total Shareholder Return (TSR)

    | Key Compensation-Related Governance Practices | | | What we do: | What we don’t do: | | ✔Significant percentage of target annual compensation is 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. ✔Executives are subject to robust stock ownership guidelines. | ✘No automatic single-trigger acceleration of equity awards in 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. |

  47. Evaluating Market Competitiveness

    Evaluating Market Competitiveness Comparison Group The Compensation, Benefits and Talent Management Committee has established a comparison group of peer companies, with the assistance and advice of the Company’s management and FW Cook. The Committee uses this comparison group, in part, to evaluate the Company’s compensation policies and practices, and as a means by which to measure the compensation packages of its executives. In establishing the comparison group, the Committee considers certain factors, including whether potential member companies competed with us in the same competitive labor market or in similar lines of business, the potential member companies’ market capitalization and various other factors, including the revenues, workforce size and assets under management or assets under administration of potential member companies, and ensures that the group is consistent with how investors assess relative performance. The Committee intends to review the comparison group annually to ensure the relevance of the group and to evaluate any changes in the Company’s own business mix as well as those of the peer companies. For 2024, the comparison group of companies considered by the Committee (Comparison Group) for competitive data for all of our NEOs was the same as the 2023 Comparison Group, except for the addition of CNO Financial Group, Inc., and included the following companies: ■Alight, Inc. ■Ameriprise Financial, Inc. ■CNO Financial Group, Inc. ■Conduent, Inc. ■Equitable Holdings, Inc. ■Franklin Resources, Inc. ■The Hartford Financial Services Group, Inc. ■Health Equity, Inc. ■Invesco Ltd. ■Lincoln National Corp. ■MetLife, Inc. ■Northern Trust Corporation ■Principal Financial Group, Inc. ■Prudential Financial, Inc. ■T. Rowe Price Group, Inc. ■Unum Group The 2025 Comparison Group will be the same as the 2024 Comparison Group, except that we will remove MetLife Inc. and Prudential Financial Group, Inc. and add Corebridge Financial, Inc. These changes will be made as a result of the Compensation, Benefits and Talent Management Committee's annual review of the peer group companies to better align the peer group to Voya from both a median revenue and market capitalization perspective.

  48. 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 2024 annual cash incentive compensation awards are to the annual cash incentive compensation amounts that were paid to NEOs in March 2025, which were designed to recognize individual and Company performance during 2024. 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.

  49. Annual cash incentive compensation

    | Voya 2025 Proxy Statement | 41 |

  50. Annual cash incentive compensation

    The Compensation, Benefits and Talent Management Committee determined 2024 annual cash incentive compensation for our NEOs by applying a multi-step process: 1 2 3 Target annual cash incentive opportunity was determined for each NEO in the beginning of the performance year as a percent of their base salaries Preliminary payout amounts for each NEO are calculated, based on target opportunity and Company performance on the pre-established financial and strategic metrics Based on a qualitative assessment of each NEO's performance, individual payout is determined 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 2024 target annual cash incentive opportunity was originally determined under the terms of the respective employment agreement or offer letter, and reviewed by the Compensation, Benefits and Talent Management Committee in early 2024 or in connection with his/ her 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 2024 annual cash incentive award opportunities for the NEOs, as a percentage of 2024 base salary, were as follows:

  51. Annual cash incentive compensation

    | | Annual Base Salary | 2024 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. Grubka | $650,000 | $1,950,000 | 300% | | Mr. Toms(1) | $625,000 | $1,875,000 | 300% | | Mr. Keshavan | $600,000 | $1,200,000 | 200% | | Former Executive Officer | | | | | Mr. Martin(2) | $1,025,000 | $2,306,250 | 225% |

  52. Annual cash incentive compensation

    (1)Mr. Tom’s 2024 base salary was increased in connection with his promotion to CEO of Investment Management in January 2024. (2)Mr. Martin retired on February 29, 2024. Per the terms of his employment contract, he was eligible for an annual cash incentive award based on a prorated target of $378,074. The maximum 2024 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 2024 against target performance levels set by the Compensation, Benefits and Talent Management Committee during the first quarter of 2024, based on business forecasts and projections. Achievement against these targets was assessed by the Committee during the first quarter of 2025, following the availability of Company financial information for 2024.

  53. Annual cash incentive compensation

    | 42 | Voya 2025 Proxy Statement |

  54. Annual cash incentive compensation

    For 2024 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 2024 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.

  55. Annual cash incentive compensation

    | | Weight | Minimum Threshold | Target | Maximum | Actual Performance | Payout | | Payout Opportunity | | 50% | 100% | 150% | | | | Adjusted Operating Earnings ($ millions) | 50% | $837 | $1,046 | $1,256 | $870 | 58% | | Adjusted Operating Return on Allocated Capital | 35% | 15.6% | 19.5% | 23.4% | 17.5% | 74% | | Strategic Indicators(1) | 15% | 1.5 | 3.0 | 4.5 | 3.5 | 117% | | Total | 100% | | | | | 73% |

  56. 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. The strategic indicators are a portfolio of six 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 organic growth from net flows or in-force premium and fees, customer satisfaction, and operating margins. 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 2024 portfolio of strategic indicators was 3.5 due to strong organic growth in all three segments (Wealth Solutions, Health Solutions, and Investment Management), in particular $12.5 billion of net flows in Investment Management. Results also reflected above target customer satisfaction scores in our Wealth and Health call centers and strong underlying one-year and three-year investment performance compared to peers within Investment Management. This was partially offset by below-target margins in our Health Solutions segment primarily due to elevated claims in our Stop Loss business. 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 2024. These include, but are not limited to: ■Financial results: Delivered solid performance with growth in Wealth Solutions and Investment Management driving a 3% increase in Adjusted operating EPS. Voya also returned $800 million of capital to shareholders in line with expectations. ■Strategic execution: Voya expanded through two key transactions. First, through the acquisition of OneAmerica’s full-service retirement business, Voya added $60 billion in accretive assets, including $4 billion of spread-based assets, which is expected to increase net revenue by at least $200 million and pre-tax adjusted operating earnings by $75 million in 2025. Second, Voya closed its anchor investment in Sconset Re, a Bermuda sidecar for Allianz Life annuities, enhancing Voya's position in insurance and annuities markets and strengthening our relationship with Allianz. ■Wealth Solutions: Adjusted operating earnings were up 30% year-over-year, with net revenue growth and adjusted operating margin exceeding our 2024 full year targets. Wealth Solutions grew the number of participant accounts to 7.5 million and generated $2 billion of defined contribution net flows in 2024, demonstrating continued commercial momentum. ■Health Solutions: While Voya reported earnings below expectations due to unfavorable loss ratios in the Stop Loss business, Voya has taken corrective actions. Meaningful rate increases and strengthened underwriting risk selection are expected to drive material improvement in net underwriting results in 2025. ■Voya Investment Management: Delivered record net flows of over $12 billion, which represents

  57. Annual cash incentive compensation

    | Voya 2025 Proxy Statement | 43 |

  58. Annual cash incentive compensation

    organic growth of over 4%, exceeding our targets. Commercial momentum and expense discipline drove adjusted operating earnings up 20% year- over-year and margin expansion above targets. ■Advanced our purpose through initiatives supporting clients, colleagues and communities. For example, Voya is collaborating with Empathy, a comprehensive, on- demand concierge service helping bereaved families navigate financial, legal and personal challenges after a loved one passes. In partnership with Easterseals, Voya Cares® released Disabled Veterans and employers: moving from surviving to thriving, a report underscoring the importance for companies to understand more about the needs of veterans with disabilities. Voya demonstrated generosity through the 2024 Employee Giving Campaign, reaching 54% participation and raising $1.5 million with a Voya Foundation match to support more than 1,700 nonprofit causes. Lastly, Voya implemented the Employee Experience Champion Network, a group of employees from across the enterprise focused on improving the experience of working at Voya. ■Strengthened organization with efforts supported by robust talent succession, development and acquisition: executed transitions of the CEO of IM role from Christine Hurtsellers to internal successor Matthew Toms in January 2024, the CFO role from Don Templin to internal successor Mike Katz in December 2024, and the CEO of Workplace Solutions role from Robert Grubka to Jay Kaduson in January 2025. ■External Recognitions: The Hartford Business Journal honored Ms. Lavallee with a 2024 C-suite award for her “commitment to excellence to various stakeholders, including investors, employees and the broader community.” Voya was recognized by several third-party groups for its excellent business practices, welcoming environment, and employee culture. These include being named a World’s Most Ethical Company by Ethisphere (11th consecutive year) and a Great Place to Work by the Great Place to Work Institute (ninth consecutive year); receiving a perfect score of 100 on Human Rights Campaign’s 2023-2024 Corporate Equality Index (18th consecutive year); earning a Best Place to Work for Disability Inclusion designation on Disability:IN’s Disability Equality Index (seventh consecutive year); and being in Dow Jones’s 2023 Sustainability Index (eighth consecutive year and the most recent year when the index was published). Under Mr. Templin’s leadership, the Company accomplished the following: ■Returned $800 million of capital to shareholders through dividends and share repurchases despite elevated loss ratios in the 2024 Stop Loss business. ■Engaged Health Solutions team to execute meaningful rate increases and strengthen risk selection around the January 2025 Stop Loss business. This is expected to drive improved net underwriting gains in 2025.

  59. 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 2024 and the amount of the award paid in the form of cash in March 2025.

  60. Annual Cash Incentive Compensation Outcomes

    | | 2024 Target Annual Cash Incentive | 2024 Target Annual Cash Incentive After Applying 73% Company Funding | 2024 Actual Annual Cash Incentive Payment After Applying Qualitative Assessment | % of Actual Payment to Target Opportunity | | Ms. Lavallee | $2,137,500 | $1,560,375 | $1,560,375 | 73% | | Mr. Templin | $1,600,000 | $1,168,000 | $1,168,000 | 73% | | Mr. Grubka(1) | $1,950,000 | $1,423,500 | $— | —% | | Mr. Toms | $1,875,000 | $1,368,750 | $1,505,625 | 80% | | Mr. Keshavan | $1,200,000 | $876,000 | $876,000 | 73% | | Former Executive Officer | | | | | | Mr. Martin(2) | $2,306,250 | $1,683,563 | $275,994 | 73% |

  61. Annual Cash Incentive Compensation Outcomes

    (1)Mr. Grubka's employment terminated on December 31, 2024. In connection with Voya's unfavorable stop loss results,which were the primary driver in the Company's decline in adjusted operating earning, Mr. Grubka did not receive an annual cash incentive award for 2024. (2)Mr. Martin retired on February 29, 2024. Per the terms of his employment contract, he was eligible for an annual cash incentive award based on a prorated target of $378,074. 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.

  62. Equity Grants Made in 2025 for 2024 Performance

    Equity Grants Made in 2025 for 2024 Performance For each of our NEOs (other than the CEO), target long-term equity awards with respect to 2024 performance were set and reviewed by the Compensation, Benefits and Talent Management Committee during 2024, with reference to the survey and

  63. Equity Grants Made in 2025 for 2024 Performance

    | 46 | Voya 2025 Proxy Statement |

  64. Equity Grants Made in 2025 for 2024 Performance

    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 2024 performance, we made grants on February 18, 2025. Long-term equity incentive awards to our NEOs were made on the basis of an evaluation of individual performance and other qualifications during 2024, which evaluations are described above under “Step 3” of the Annual Cash Incentive Compensation determination process. As discussed above under “Key 2024 Compensation Actions” and “Why We Use These Performance Metrics,” for the 2025-2027 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 (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 200% 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 50% of target requires at least 25th percentile performance, target payout requires at least median performance and maximum payout of 200% of target requires 85th 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. For the 2025 PSU award granted in respect of 2024 performance, the performance group for evaluating our relative TSR achievement consists of companies in our 2024 Comparison Group. 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 2025 for 2024 performance:

  65. Equity Grants Made in 2025 for 2024 Performance

    | Equity Grants Made in 2025 for 2024 Performance | Total Grant Value ($) | PSU Grant Value ($) | PSUs (#) | RSU Grant Value ($) | RSUs (#) | | Ms. Lavallee | $7,125,000 | $3,918,750 | 47,979 | $3,206,250 | 42,371 | | Mr. Templin(1) | $— | $— | 0 | $— | 0 | | Mr. Grubka(2) | $— | $— | 0 | $— | 0 | | Mr. Toms | $2,578,125 | $1,417,969 | 17,361 | $1,160,156 | 15,331 | | Mr. Keshavan | $1,500,000 | $825,000 | 10,101 | $675,000 | 8,920 | | Former Executive Officer | | | | | | | Mr. Martin | Not Eligible | — | — | — | — |

  66. Equity Grants Made in 2025 for 2024 Performance

    (1)Mr. Templin transitioned from the role of Executive Vice President, Chief Financial Officer to Strategic Advisor as of January 1, 2025. Pursuant to the terms of that transition, he was not eligible for a long-term incentive award in 2025 for 2024 performance.. (2)Mr. Grubka's employment terminated on December 31, 2024. He was not eligible for a long-term incentive award in 2025 for 2024 performance. Although these amounts were granted in respect of 2024 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 2024, because such awards were granted in 2025.

  67. 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 and 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 20, 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 were described in the 2024 Compensation Discussion and Analysis.

  68. Equity Grants Made in 2024 for 2023 Performance

    | Voya 2025 Proxy Statement | 47 |

  69. Equity Grants Made in 2024 for 2023 Performance

    The table below sets forth the long-term equity awards granted in 2024 for 2023 performance:

  70. 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. Grubka | $2,047,500 | $1,126,125 | 16,614 | $921,375 | 13,355 | | Mr. Toms(1) | $1,217,500 | $547,875 | 8,083 | $669,625 | 9,706 | | Mr. Keshavan | $1,575,000 | $866,250 | 12,780 | $708,750 | 10,273 | | Former Executive Officer | | | | | | | Mr. Martin | $7,687,500 | $4,228,125 | 62,380 | $3,459,375 | 50,143 |

  71. Equity Grants Made in 2024 for 2023 Performance

    (1) Mr. Toms also received non-equity long-term incentive compensation pursuant to a Voya Investment Management incentive plan in connection with his prior role. See page 64 for additional detail. 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 appear in the Summary Compensation Table and other tables below under “—Executive Compensation Tables and Narratives” as compensation for 2024, because such awards were granted in 2024.

  72. Payout for Previously Granted PSUs

    Payout for Previously Granted PSUs The table below shows the 2024 performance result and the payout for the PSUs granted in 2022:

  73. Payout for Previously Granted PSUs

    | | Weight | Minimum Threshold | Target | Maximum | Actual Performance | Payout | | Payout Opportunity | | 50% | 100% | 150% | | | | Adjusted Operating Return on Equity | 20% | 11.9% | 13.2% | 14.5% | 12.6% | 77% | | Adjusted Operating Earnings Per Share | 30% | 7.01 | 7.79 | 8.57 | 7.14 | 58% | | Payout Opportunity | | 25% | 100% | 150% | | | | Relative TSR | 50% | 25th Percentile | Median | 75th Percentile | 47th Percentile | 90% | | Total | 100% | | | | | 78% |

  74. 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. The relative TSR performance group with respect to the 2022 PSU award consisted of the following companies: Alight, Inc.; Ameriprise Financial, Inc.; AXA Equitable Holdings, Inc.; Conduent Incorporated; Franklin Resources, Inc.; Hartford Financial Services Group, Inc.; HealthEquity, Inc.; Invesco; Lincoln National Corporation; MetLife, Inc.; Northern Trust; Principal Financial Group Inc.; Prudential Financial, Inc.; T Rowe Price; and Unum Group. One-time awards granted in connection with leadership transition As described in last year's CD&A, 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 and the second stock price hurdle of $79.10 was achieved in 2024. Any unearned PSUs as of July 1, 2025 will be canceled without any further consideration.

  75. Payout for Previously Granted PSUs

    | 48 | Voya 2025 Proxy Statement |

  76. Payout for Previously Granted PSUs

    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. The chart below summarizes the details of the PSU portion of the award for the NEOs:

  77. Payout for Previously Granted PSUs

    | Segment | Stock Price Target(1) | Earnable # of PSUs through 6/30/25 | | Earned # of PSUs as of 12/31/2024 | | 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 (earned on 10/25/24) | $79.10 | 16,792 | 2,938 | 16,792 | 2,938 | 10/25/25 | 10/25/2025 | | 3 | $89.10 | 16,793 | 2,939 | 0 | 0 | | | | 4 | $99.10 | 16,793 | 2,939 | 0 | 0 | | | | 5 | $109.10 | 16,792 | 2,938 | 0 | 0 | | | | 6 | $119.10 | 16,793 | 2,939 | 0 | 0 | | |

  78. 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. (2)Mr. Grubka, Mr. Toms, and Mr. Martin did not receive this award. Other Compensation Practices and Considerations

  79. 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 non-competition, non-solicitation 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.” In connection with the CEO succession planning during 2022, the Company entered into an amended and restated employment agreement with Rodney O. Martin, Jr., and his term as Executive Chairman expired on February 29, 2024 and Mr. Martin retired from the Company. Please see discussion under “Executive Compensation Tables and Narratives - Employment Agreements.” In September 2024, the Company announced the retirement of Mr. Templin in 2025. To facilitate a smooth transition of his responsibilities as Executive Vice President and Chief Financial Officer, which ended on December 31, 2024, Mr. Templin entered into an agreement pursuant to which he serves as Strategic Advisor to the Company, in a non-executive officer role, until later in 2025. Neither Mr. Martin nor Mr. Templin is eligible for severance payments or benefits in connection with their respective retirements. Mr. Grubka's employment terminated at the end of 2024, and he received qualifying severance payments and benefits under the Severance Plan.

  80. Employment and Severance Arrangements

    | Voya 2025 Proxy Statement | 49 |

  81. 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's policy includes provisions complying with new NYSE listing standards and Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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.

  82. Insider Trading Policies and Procedures; Hedging, Speculative Trading and Pledging of Securities

    Insider Trading Policies and Procedures; Hedging, Speculative Trading and Pledging of Securities Our personal trading policy applies to all directors, executive officers and employees of the Company and governs the purchase, sale and other dispositions of Voya securities. We believe the policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the NYSE listing standards. Directors, executive officers and employees, and their respective family members, are prohibited from engaging in any transaction involving Voya securities while in possession of material nonpublic information relating to Voya, and may not disclose such information (“tip”) to any person who may trade on such information. This policy also imposes certain quarterly trading window restrictions and pre-clearance requirements for designated persons and provides guidance on whether, when and how the Company may engage in a transaction involving Voya securities in compliance with all applicable securities law. The 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.

  83. Equity Award Grants

    Equity Award Grants We do not have a practice of granting stock options or similar equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, nor do we time the public release of such information based on stock option grant dates. In addition, we do not have a practice of granting stock options or similar equity awards during periods in which there is material nonpublic information about our Company. We have not, during the last completed fiscal year, awarded stock options or similar equity awards in the four business days prior to, or the one business day following, the filing of our periodic reports, or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

  84. Equity Award Grants

    | Voya 2025 Proxy Statement | 51 |

  85. MANAGEMENT

    MANAGEMENT The Company adheres to compensation policies and practices that are designed to support a strong risk management culture. Voya adheres to a Human Resources Risk Policy, approved by the Compensation, Benefits and Talent Management Committee, which outlines the roles and responsibilities of the Committee and management to monitor compensation and benefit risks as well as key talent risks. The Policy is based on the following principles: ■Align compensation programs and decisions with shareholder interests; ■Attract, retain and motivate executive talent to lead the Company to success; ■Establish an appropriate approach to governance that reflects the needs of all stakeholders and includes the Company’s right to claw back compensation in certain circumstances; ■Support a business culture based on the highest ethical standards; and ■Manage risk taking by executives by encouraging prudent decision-making. The Committee has reviewed the Company’s compensation programs, policies and practices for employees to ensure that, in design and operation and taking into account all of the risk management processes in place, they do not encourage excessive risk-taking. In particular, the following features of our compensation program guard against excessive risk-taking: ■Determination of incentive awards based on a variety of performance metrics, thus diversifying the risk associated with any single indicator of performance; ■Long-term compensation awards and vesting periods that encourage a focus on sustained, long-term results; ■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; ■Maximum discretionary incentive opportunities are capped and remained unchanged from 2023 to 2024; and ■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. The Committee has determined that these programs, policies and practices are not reasonably likely to have a material adverse effect on the Company.

  86. Summary Compensation Table for 2024 Proxy

    Summary Compensation Table for 2024 Proxy

  87. Summary Compensation Table for 2024 Proxy

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards | Non-Equity Incentive Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | Heather Lavallee, Chief Executive Officer(5) | 2024 | $950,000 | $0 | $7,124,941 | $0 | $1,560,375 | $7,344 | $77,574 | $9,720,234 | | | 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 | | Donald Templin, Former EVP, Chief Financial Officer(5) | 2024 | $800,000 | $0 | $2,999,964 | $0 | $1,168,000 | $41,262 | $62,100 | $5,071,326 | | | 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 | | Robert Grubka, Former CEO, Workplace Solutions(6) | 2024 | $650,000 | $0 | $2,047,458 | $0 | $0 | $35,410 | $4,613,760 | $7,346,628 | | | 2023 | $650,000 | $0 | $2,170,549 | $0 | $1,599,000 | $66,661 | $66,411 | $4,552,621 | | Matthew Toms, CEO, Investment Management(5) | 2024 | $622,159 | $0 | $1,217,482 | $0 | $1,505,625 | $28,207 | $792,224 | $4,165,697 | | Santhosh Keshavan, EVP and Chief Information Officer | 2024 | $600,000 | $0 | $1,574,962 | $0 | $876,000 | $29,041 | $78,440 | $3,158,443 | | Former Executive Officer | | | | | | | | | | | Rodney Martin, Executive Chairman(6) | 2024 | $170,833 | $0 | $7,687,481 | $0 | $275,994 | $48,571 | $162,625 | $8,345,504 | | | 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 |

  88. Summary Compensation Table for 2024 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. Mr. Templin's 2022 salary is based on his actual salary paid from November 14, 2022, his hire date, to December 31, 2022. Mr. Toms' salary is based on his annualized base salary of $500,000 from January 1, 2024 through January 8, 2024 and an annualized base salary of $625,000 from January 9, 2024 through December 31, 2024. Mr. Martin's 2024 salary is based on his actual salary paid from January 1, 2024 to February 29, 2024, his date of retirement. (2)Amounts in this column include the grant date fair value calculated in accordance with FASB ASC Topic 718 for 2022, 2023 and 2024 time-based and performance-based awards (at target) granted to the NEOs, under Voya's 2019 Omnibus Employee Incentive 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:

  89. Summary Compensation Table for 2024 Proxy

    | NEO | 2024 PSUs | 2023 PSUs | 2022 PSUs | | Ms. Lavallee | $4,380,064 | $4,065,621 | $4,123,855 | | Mr. Templin | $1,844,226 | $2,116,909 | $— | | Mr. Grubka | $1,258,677 | $1,513,584 | $— | | Mr. Toms | $612,368 | $— | $— | | Mr. Keshavan | $968,213 | $— | $— | | Mr. Martin | $4,725,909 | $7,049,493 | $7,118,880 |

  90. Summary Compensation Table for 2024 Proxy

    (3)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, 2024. (4)Amounts in this column represent the net changes in actuarial present value under the Retirement Plan and the SERP. (5)All amounts in this column for 2024 are described in more detail in the table below entitled “—All Other Compensation Table for 2024”.

  91. Summary Compensation Table for 2024 Proxy

    | 54 | Voya 2025 Proxy Statement |

  92. Summary Compensation Table for 2024 Proxy

    (6)Ms. Lavallee was promoted to President and CEO - Elect on July 7, 2022. Mr. Templin was hired as EVP, Chief Financial Officer on November 14, 2022 and transitioned to Strategic Advisor to the Company effective January 1, 2025. Mr. Toms was promoted to CEO, Investment Management on January 9, 2024. (7)Mr. Martin retired from Voya effective as of February 29, 2024. Mr. Grubka's employment terminated on December 31, 2024. All Other Compensation The table below presents the breakdown of the All Other Compensation column:

  93. Grants of Plan-Based Awards Table for 2024

    Grants of Plan-Based Awards Table for 2024

  94. Grants of Plan-Based Awards Table for 2024

    | | | | 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 | Minimum Threshold | Target | Maximum | Minimum Threshold Number of Shares | Target Number of Shares | Maximum Number of Shares | | Number of Securities Underlying Options | Exercise Price of Stock Options | | | Ms. Lavallee | 2019 Omnibus Plan – Long-Term Incentive RSUs | 2/21/2024 | | | | | | | 46,474 | | | $3,206,241 | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | 2/21/2024 | | | | 21,680 | 57,815 | 86,722 | | | | $3,918,701 | | | Annual Incentive Plan | | | $2,137,500 | $4,275,000 | | | | | | | | | Mr. Templin | 2019 Omnibus Plan – Long-Term Incentive RSUs | 2/21/2024 | | | | | | | 19,568 | | | $1,349,996 | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | 2/21/2024 | | | | 9,128 | 24,343 | 36,514 | | | | $1,649,969 | | | Annual Incentive Plan | | | $1,600,000 | $3,200,000 | | | | | | | | | Mr. Grubka | 2019 Omnibus Plan – Long-Term Incentive RSUs | 2/21/2024 | | | | | | | 13,355 | | | $921,361 | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | 2/21/2024 | | | | 6,230 | 16,614 | 24,921 | | | | $1,126,097 | | | Annual Incentive Plan | | | $1,950,000 | $3,900,000 | | | | | | | | | Mr. Toms | 2019 Omnibus Plan – Long-Term Incentive RSUs | 2/21/2024 | | | | | | | 9,706 | | | $669,617 | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | 2/21/2024 | | | | 3,031 | 8,083 | 12,124 | | | | $547,866 | | | Annual Incentive Plan | | | $1,875,000 | $3,750,000 | | | | | | | | | Mr. Keshavan | 2019 Omnibus Plan – Long-Term Incentive RSUs | 2/21/2024 | | | | | | | 10,273 | | | $708,734 | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | 2/21/2024 | | | | 4,792 | 12,780 | 19,170 | | | | $866,228 | | | Annual Incentive Plan | | | $1,200,000 | $2,400,000 | | | | | | | | | Former Executive Officer | | | | | | | | | | | | | | Mr. Martin | 2019 Omnibus Plan – Long-Term Incentive RSUs | 2/21/2024 | | | | | | | 50,143 | | | $3,459,366 | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | 2/21/2024 | | | | 23,392 | 62,380 | 93,570 | | | | $4,228,116 | | | Annual Incentive Plan(3) | | | $378,074 | $756,148 | | | | | | | |

  95. Grants of Plan-Based Awards Table for 2024

    (1)PSUs granted on February 21, 2024 will cliff vest on February 16, 2027. 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%. (2)Amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718. (3)Target and Maximum payout amounts are prorated to reflect Mr. Martin's termination on February 29, 2024 per the terms of his agreement.

  96. Grants of Plan-Based Awards Table for 2024

    | 56 | Voya 2025 Proxy Statement |

  97. Grants of Plan-Based Awards Table for 2024

    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, 2024.

  98. Outstanding Equity Awards Table at 2024 Year End

    Outstanding Equity Awards Table at 2024 Year End

  99. Outstanding Equity Awards Table at 2024 Year End

    | | Option Awards | | | | | Stock Awards | | | | | | 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 | | | | | | | | | | | 2022 RSUs | | | | | | 2,854(2) | | | | | 2022 PSUs | | | | | | | | 10,611(5) | $730,355 | | 2022 Off-Cycle RSUs | | | | | | 16,792(9) | | | | | 2022 Off-Cycle PSUs | | | | | | | | 100,755(10) | $6,934,967 | | 2023 RSUs | | | | | | 23,568(3) | | | | | 2023 PSUs | | | | | | | | 43,195(6) | $2,973,112 | | 2024 RSUs | | | | | | 46,474(4) | | | | | 2024 PSUs | | | | | | | | 57,815(7) | $3,979,406 | | Don Templin | | | | | | | | | | | 2023 RSUs | | | | | | 12,272(3) | | | | | 2023 PSUs | | | | | | | | 22,491(6) | $1,548,056 | | 2024 RSUs | | | | | | 18,781(4) | | | | | 2024 PSUs | | | | | | | | 24,343(7) | $1,675,529 | | Robert Grubka | | | | | | | | | | | 2022 PSUs | | | | | | | | 10,611(5) | $730,355 | | 2022 Off-Cycle PSUs | | | | | | | | 14,693(12) | $1,011,319 | | 2023 PSUs | | | | | | | | 10,720(6) | $737,858 | | 2024 PSUs | | | | | | | | 5,538(7) | $381,181 | | Matthew Toms | | | | | | | | | | | 2022 RSUs | | | | | | 2,415(2) | | | | | 2022 PSUs | | | | | | | | 6,010(5) | $413,668 | | 2023 RSUs | | | | | | 6,000(3) | | | | | 2023 PSUs | | | | | | | | 7,360(6) | $506,589 | | 2024 RSUs | | | | | | 9,706(4) | | | | | 2024 PSUs | | | | | | | | 8,083(7) | $556,353 | | Santhosh Keshavan | | | | | | | | | | | 2019 Performance Options | 35,587(8) | | | $50.03 | 02/21/2029 | | | | | | 2022 RSUs | | | | | | 2,141(2) | | | | | 2022 PSUs | | | | | | | | 7,958(5) | $547,749 | | 2022 Off-Cycle RSUs | | | | | | 1,679(11) | | | | | 2022 Off-Cycle PSUs | | | | | | | | 14,693(12) | $1,011,319 | | 2023 RSUs | | | | | | 7,363(3) | | | | | 2023 PSUs | | | | | | | | 13,495(6) | $928,861 | | 2024 RSUs | | | | | | 10,273(4) | | | | | 2024 PSUs | | | | | | | | 12,780(7) | $879,647 | | Former Executive Officer | | | | | | | | | | | Rodney Martin | | | | | | | | | | | 2022 RSUs | | | | | | 22,341(2) | | | | | 2022 PSUs | | | | | | | | 86,279(5) | $5,938,584 | | 2023 RSUs | | | | | | 40,864(3) | | | | | 2023 PSUs | | | | | | | | 74,897(6) | $5,155,161 | | 2024 RSUs | | | | | | 48,272(4) | | | | | 2024 PSUs | | | | | | | | 62,380(7) | $4,293,615 |

  100. Outstanding Equity Awards Table at 2024 Year End

    | Voya 2025 Proxy Statement | 57 |

  101. Outstanding Equity Awards Table at 2024 Year End

    (1)The market value of the Company's equity awards was determined by multiplying $68.83, the closing price per share of the Company's common stock, as reported by the NYSE, on December 31, 2024, by the number of units. (2)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 vested on February 18, 2025. (3)Represents RSUs of Voya Financial, Inc. One third of such units vested on February 20, 2024, one third of such units vested on February 18, 2025 and the remaining one-third is scheduled to vest on February 17, 2026. (4)Represents RSUs of Voya Financial, Inc. One third of such units vested on February 18, 2025 and the remaining two-thirds of such units are scheduled to vest in equal amounts on February 17, 2026 and February 16, 2027. (5)Represents PSUs of Voya Financial, Inc. All such units vested on February 18, 2025. (6)Represents PSUs of Voya Financial, Inc. All such units are scheduled to vest on February 17, 2026. (7)Represents PSUs of Voya Financial, Inc. All such units are scheduled to vest on February 16, 2027. (8)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. (9)Represents RSUs of Voya Financial, Inc. granted on July 7, 2022. All such units are scheduled to vest on July 1, 2025. (10)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, and the second performance metric was achieved in 2024. Vesting of units earned between July 1, 2023 and June 30, 2024 will be deferred until June 30,2025. Vesting of units earned between July 1, 2024 and June 30,2025 will be deferred for one year from the vesting date. (11)Represents RSUs of Voya Financial, Inc. granted on July 7, 2022. One third vested on July 1, 2023, another third vested on July 1, 2024, and the remaining third will vest on July 1, 2025. (12)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, and the second performance metric was achieved in 2024. Vesting of units earned is subject to an additional one-year deferral period.

  102. Outstanding Equity Awards Table at 2024 Year End

    | 58 | Voya 2025 Proxy Statement |

  103. Outstanding Equity Awards Table at 2024 Year End

    Option Exercises and Stock Vested in 2024 The following table provides information regarding all of the RSUs and PSUs held by the NEOs that vested during 2024 and options that were exercised by NEOs during 2024.

  104. Option Exercises and Stock Vested Table for 2024

    Option Exercises and Stock Vested Table for 2024

  105. Option Exercises and Stock Vested Table for 2024

    | | 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 | | Ms. Lavallee | | | 11,761 | $824,917(1) | | | | | 3,552 | $249,137(2) | | | | | 2,854 | $200,180(3) | | | | | 11,783 | $826,460(4) | | Mr. Templin | | | 6,135 | $430,309(1) | | Mr. Grubka | | | 10,796 | $757,231(1) | | | | | 3,260 | $228,656(2) | | | | | 2,854 | $200,180(3) | | | | | 2,854 | $196,441(3) | | | | | 1,679 | $119,394(3) | | | | | 839 | $57,748(3) | | | | | 2,938 | $208,921(5) | | | | | 4,387 | $307,704(4) | | | | | 4,387 | $301,957(4) | | | | | 4,451 | $306,362(6) | | Mr. Toms | | | 5,924 | $415,509(1) | | | | | 2,673 | $187,484(2) | | | | | 2,415 | $169,388(3) | | | | | 2,999 | $210,350(4) | | Mr. Keshavan | | | 8,382 | $587,913(1) | | | | | 2,532 | $177,594(2) | | | | | 2,140 | $150,100(3) | | | | | 1,679 | $119,394(4) | | | | | 2,938 | $208,921(5) | | | | | 3,681 | $258,185(4) | | Former Executive Officer | | | | | | Mr. Martin | | | 90,410 | $6,341,357(1) | | | | | 26,483 | $1,857,518(2) | | | | | 22,342 | $1,567,068(3) | | | | | 18,145 | $1,272,690(4) |

  106. Option Exercises and Stock Vested Table for 2024

    (1)Represents vesting of a portion of Voya performance share awards granted under Voya's Long-term Incentive Plans during 2021. (2)Represents vesting of a portion of Voya restricted awards granted under Voya's Long-term Incentive Plans during 2021. (3)Represents vesting of a portion of Voya restricted awards granted under Voya's Long-term Incentive Plans during 2022. (4)Represents vesting of a portion of Voya restricted awards granted under Voya's Long-term Incentive Plans during 2023. (5)Represents vesting of a portion of Voya performance share awards granted under Voya's Long-term Incentive Plans during 2022. (6)Represents vesting of a portion of Voya restricted awards granted under Voya's Long-term Incentive Plans during 2024.

  107. Option Exercises and Stock Vested Table for 2024

    | Voya 2025 Proxy Statement | 59 |

  108. Option Exercises and Stock Vested Table for 2024

    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 and 2024. “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, 2023 and 2024 and our financial performance for each such fiscal year:

  109. Option Exercises and Stock Vested Table for 2024

    | 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) | | 2024 | $0 | $0 | $9,720,234 | $6,502,060 | $5,617,520 | $3,614,680 | $121.63 | $173.90 | $— | 13% | | 2023 | $0 | $0 | $8,722,372 | $11,013,417 | $6,665,517 | $8,884,546 | $125.97 | $133.20 | $— | 100% | | 2022 | $14,676,883 | $13,193,735 | $0 | $0 | $4,828,157 | $4,745,267 | $104.40 | $118.77 | $— | 53% | | 2021 | $16,030,105 | $19,751,360 | $0 | $0 | $5,439,994 | $6,280,117 | $111.20 | $132.75 | $— | 21% | | 2020 | $13,597,008 | $12,993,061 | $0 | $0 | $4,581,542 | $4,167,899 | $97.55 | $98.31 | $— | 64% |

  110. Option Exercises and Stock Vested Table for 2024

    (1)Refer to the Summary Compensation Table as set forth on page 55 of this proxy statement. For each of 2020, 2021, 2022, 2023, and 2024, the NEOs were:

  111. Option Exercises and Stock Vested Table for 2024

    | Year | PEO 1 | PEO 2 | Other NEOs | | 2024 | | Heather Lavallee | Donald Templin, Robert Grubka, Matthew Toms, Santhosh Keshavan, Rodney Martin | | 2023 | | Heather Lavallee | Donald Templin, Rodney Martin, Christine Hurtsellers, Robert Grubka, Kevin Silva | | 2022 | Rodney Martin | | Michael Smith, Donald Templin, Heather Lavallee, Christine Hurtsellers, Charles Nelson | | 2021 | Rodney Martin | | Michael Smith, Heather Lavallee, Christine Hurtsellers, Charles Nelson | | 2020 | Rodney Martin | | Michael Smith, Christine Hurtsellers, Charles Nelson, Margaret Parent |

  112. Option Exercises and Stock Vested Table for 2024

    (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. “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. Reconciliation of SCT Total to CAP Total

  113. Option Exercises and Stock Vested Table for 2024

    | 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 | Add Fair Value of Vested Awards Granted and Vested in Current Fiscal Year | Subtract Fair Value at Start of Fiscal Year for Awards That Failed to Meet Vesting Conditions | CAP | | | | (i) | (ii) | (iii) | (iv) | (v) | (vi) | (vii) | (viii) | (ix) | =(i)-(ii)- (iii)+(iv)+(v)+(vi)+ (vii)+(viii)-(ix) | | 2024 | PEO | $9,720,234 | $7,124,941 | $7,344 | $34,565 | $6,245,449 | $(2,281,436) | $(84,467) | $0 | $0 | $6,502,060 | | | Non PEO NEOs | $5,617,520 | $3,105,469 | $36,498 | $31,136 | $2,369,643 | $(1,030,344) | $(128,714) | $62,786 | $165,379 | $3,614,680 |

  114. Option Exercises and Stock Vested Table for 2024

    The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant.

  115. Option Exercises and Stock Vested Table for 2024

    | 60 | Voya 2025 Proxy Statement |

  116. Option Exercises and Stock Vested Table for 2024

    (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 included with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. (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 2024 to our Company’s performance is relative TSR, which is consistent with the peer group metric used for our PSUs under Voya's 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 page 39. Narrative to Pay Versus Performance Table For the fiscal year ended December 31, 2024, there are six important performance measures used to link compensation actually paid to our NEOs to company performance. Our NEOs 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.

  117. Option Exercises and Stock Vested Table for 2024

    | 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 |

  118. Option Exercises and Stock Vested Table for 2024

    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.

  119. Option Exercises and Stock Vested Table for 2024

    | Voya 2025 Proxy Statement | 61 |

  120. Option Exercises and Stock Vested Table for 2024

    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. 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.

  121. Option Exercises and Stock Vested Table for 2024

    | 62 | Voya 2025 Proxy Statement |

  122. Option Exercises and Stock Vested Table for 2024

    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 2024, 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 2024 that rate was 4.28%). Participants in the Retirement Plan and the SERP prior to January 1, 2012, including 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. 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, 2024, 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.

  123. Option Exercises and Stock Vested Table for 2024

    | Voya 2025 Proxy Statement | 63 |

  124. Present Value of Pension Benefits as of December 31, 2024

    Present Value of Pension Benefits as of December 31, 2024

  125. Present Value of Pension Benefits as of December 31, 2024

    | 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 | 16 | $248,495 | $0 | | | | Voya SERP | | $511,967 | $0 | | | | Total | | $760,462 | | $7,344 | | Donald Templin | Voya Retirement Plan | 2.13 | $30,607 | $0 | | | | Voya SERP | | $52,490 | $0 | | | | Total | | $83,097 | | $41,262 | | Robert Grubka | Voya Retirement Plan | 9.87 | $109,657 | $0 | | | | Voya SERP | | $186,164 | $0 | | | | Total | | $295,821 | | $35,410 | | Matthew Toms | Voya Retirement Plan | 13 | $137,234 | $0 | | | | Voya SERP | | $274,159 | $0 | | | | Total | | $411,393 | | $28,207 | | Santhosh Keshavan | Voya Retirement Plan | 7.27 | $74,433 | $0 | | | | Voya SERP | | $121,619 | $0 | | | | Total | | $196,052 | | $29,041 | | Former Executive Officer | | | | | | | Rodney Martin | Voya Retirement Plan | 12.16 | $0 | $167,273 | | | | Voya SERP | | $0 | $347,961 | | | | Total | | $0 | | $48,571 |

  126. Present Value of Pension Benefits as of December 31, 2024

    The present value of accumulated benefits under the Retirement Plan and the SERP shown in the “—Pension Benefits as of December 31, 2024” 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: ■The discount rate is 5.88%; ■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 ■The long-term interest crediting rate on cash balance accounts is 3.75%. 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 $345,000 for 2024. The aggregate Company match under the 401(k) Plan and DCSP for 2024 was limited to $62,100 (6% of $1,035,000, the maximum eligible compensation for 2024).

  127. Present Value of Pension Benefits as of December 31, 2024

    | 64 | Voya 2025 Proxy Statement |

  128. Present Value of Pension Benefits as of December 31, 2024

    The table below presents, for each NEO, 2024 information with respect to the DCSP.

  129. Non-Qualified Deferred Compensation Plans Table for 2024

    Non-Qualified Deferred Compensation Plans Table for 2024

  130. Non-Qualified Deferred Compensation Plans Table for 2024

    | Name | Executive Contributions in 2024(1) | Registrant Contributions in 2024(2) | Aggregate Earnings in 2024(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at 2024 Year End | | Heather Lavallee | $144,915 | $41,400 | $296,678 | $— | $3,505,235 | | Donald Templin | $103,070 | $41,400 | $34,875 | $— | $464,783 | | Robert Grubka | $166,465 | $41,400 | $262,330 | $— | $2,152,681 | | Matthew Toms(4) | $110,530 | $758,900 | $375,198 | $1,247,650 | $3,765,492 | | Santhosh Keshavan | $78,278 | $41,400 | $83,571 | $— | $699,243 | | Former Executive Officer | | | | | | | Rodney Martin(5) | $1,777,658 | $41,400 | $1,313,695 | $617,946 | $14,748,464 |

  131. Non-Qualified Deferred Compensation Plans Table for 2024

    (1)Amounts reported in this column that are reported in the “Summary Compensation Table” are: Ms. Lavallee - $144,915 base salary; Mr. Templin $103,070 base salary; Mr. Grubka - $166,465 base salary; Mr. Toms - $110,530 base salary; Mr. Keshavan - $78,278 base salary; and Mr. Martin - $1,777,658 annual incentive. (2)Amounts in this column are also included in the "All Other Compensation" column of the "Summary Compensation Table." The amount reported for Mr. Toms includes incentive compensation associated with his prior role in Voya Investment Management (Fund Investment Award) in the amount of $717,500 granted in 2024 for the 2023 performance year, which was mandatorily invested Voya managed funds. (3)Amounts in this column reflect the interest and other earnings accrued 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. The amount reported for Mr. Toms includes earnings from his Fund Investment Awards. (4)In 2024, Mr. Toms received incentive compensation associated with his prior role in Voya Investment Management. The amount under Registrant Contributions includes a 2024 Fund Investment Award of $717,500. The amount under Aggregate Earnings includes $141,082.90 from previous Fund Investment Awards. The amount under Aggregate Withdrawals/Distributions includes $1,247,650.31 of distributions from previous Fund Investment Awards. The amount under Aggregate Balance includes ending balances from Fund Investment Awards on December 31, 2024. (5)Mr. Martin had distributions upon retirement from the Company. Employment Agreements

  132. 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 31, 2024.

  133. 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 | $1,560,375 | $17,190 | $13,849,944 | $35,000 | $21,637,509 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $6,175,000 | $1,560,375 | $17,190 | $20,630,387 | $35,000 | $28,417,952 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $— | $— | $— | $— | | | Death and Disability | $— | $1,560,375 | $— | $20,630,387 | $— | $22,190,762 | | Don Templin | Involuntary Termination without Cause (Prior to Change in Control) | $4,200,000 | $1,168,000 | $— | $5,360,962 | $35,000 | $10,763,962 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $4,800,000 | $1,168,000 | $— | $5,360,962 | $35,000 | $11,363,962 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $1,168,000 | $— | $5,360,962 | $— | $6,528,962 | | | Death and Disability | $— | $1,168,000 | $— | $5,360,962 | $— | $6,528,962 | | Robert Grubka(6) | Involuntary Termination without Cause (Prior to Change in Control) | $4,550,000 | $— | $17,190 | $3,562,543 | $51,250 | $8,180,983 | | Matthew Toms(7) | Involuntary Termination without Cause (Prior to Change in Control) | $4,375,000 | $1,505,625 | $17,190 | $1,441,080 | $1,330,883 | $8,669,778 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $5,000,000 | $1,505,625 | $17,190 | $2,632,871 | $1,995,787 | $11,151,474 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $— | $— | $— | $— | | | Death and Disability | $— | $1,505,625 | $— | $2,632,871 | $1,960,787 | $6,099,284 | | Santhosh Keshavan | Involuntary Termination without Cause (Prior to Change in Control) | $3,150,000 | $876,000 | $17,190 | $3,045,125 | $35,000 | $7,123,315 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $3,600,000 | $876,000 | $17,190 | $4,723,888 | $35,000 | $9,252,078 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $— | $— | $— | $— | | | Death and Disability | $— | $876,000 | $— | $4,723,888 | $— | $5,599,888 | | Former Executive Officer | | | | | | | | | Rodney Martin(8) | Retirement | $— | $275,994 | $17,196 | $21,753,833 | $38,107 | $22,085,130 |

  134. Potential Payments upon Termination or Change in Control Table(1)

    (1)All amounts assume that the triggering event took place on December 31, 2024 (except for Mr. Martin whose employment terminated on February 29, 2024) and the price per share of Voya common stock was $68.83. There are no change in control provisions that would affect the level of benefits payable from the pension plans. (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. (3)Annual Incentive amount equals target award multiplied by a performance factor of 73% for 2024.

  135. Potential Payments upon Termination or Change in Control Table(1)

    | Voya 2025 Proxy Statement | 67 |

  136. Potential Payments upon Termination or Change in Control Table(1)

    (4)As of December 31, 2024, Mr. Martin and Mr. Templin were retirement eligible under Voya's Long-Term Incentive Plan. For Mr. Templin, upon termination of employment, previously granted equity would continue to vest in accordance with the terms and conditions of individual equity award agreements. (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. (6)Mr. Grubka's employment terminated on December 31, 2024. Amounts shown under the Severance and Annual Incentive columns reflect actual payments received by Mr. Grubka pursuant to the terms of the Severance Plan. The amount shown in the Other Benefits column includes outplacement benefit of $35,000 and payment for accrued but unused paid time off of $16,250. (7)Amounts shown under the Other Benefits column for Mr. Toms also reflects payment due to him for previous Fund Investment awards upon termination. (8)Mr. Martin retired on February 29, 2024. The amount shown in the Other Benefits column equals payment for accrued but unused paid time off.

  137. CEO PAY RATIO – 117:1

    CEO PAY RATIO – 117:1

  138. CEO PAY RATIO – 117:1

    | Median EE Selection | Salary Paid in 2024 | Annual Incentive | Stock Awards | Non-Equity Incentive Plan Comp | Change in Pension & NQDC Earnings | All Other Comp | Total | Pay Ratio | | | $81,305 | n/a | n/a | n/a | $1,853 | $— | $83,158 | 117 | | CEO* | $950,000 | $1,560,375 | $7,124,941 | n/a | $7,344 | $77,574 | $9,720,234 | — |

  139. CEO PAY RATIO – 117:1

    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 2024 for our CEO was $9,720,234 and for the median employee was $83,158. The resulting ratio of our CEO’s pay to the pay of our median employee for fiscal year 2024 was 117 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 of our 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, 2024. Our employee count includes our employees at Voya India who were excluded in last year's ratio in accordance with SEC guidance relating to recently acquired companies. 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.

  140. CEO PAY RATIO – 117:1

    | 68 | Voya 2025 Proxy Statement |

  141. 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 39 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 2024.

  142. 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 Committee and the Technology Committee, respectively, is $20,000. The Non-Executive Chairperson receives an additional cash retainer of $150,000. | | Equity Compensation | Each non-employee director receives an annual equity grant of time-vested RSUs equal in value to $170,000 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 26, 2025), all of our non- employee directors (except Ms. Butler and, Messrs. Bowman, Ersek, Leary and Mullaney, who each joined the Board on or after 2021) met the required ownership guideline level. |

  143. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Voya 2025 Proxy Statement | 69 |

  144. 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 2024. Pursuant to SEC rules, this table includes equity awards granted during 2024, and excludes equity awards granted in 2025 in respect of 2024 service. Cash amounts, however, reflect amounts paid in respect of 2024 service, even if paid during 2025.

  145. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Director | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Lynne Biggar | $145,000 | $150,015 | $23,450 | $318,465 | | Stephen Bowman | $135,000 | $150,015 | $0 | $285,015 | | Yvette Butler | $138,031 | $150,015 | $0 | $288,046 | | Jane Chwick | $146,031 | $150,015 | $6,000 | $302,046 | | Kathleen DeRose | $155,000 | $150,015 | $16,404 | $321,419 | | Hikmet Ersek | $138,031 | $150,015 | $0 | $288,046 | | Ruth Ann Gillis | $221,666 | $150,015 | $25,000 | $396,681 | | Robert Leary | $131,347 | $212,468 | $25,000 | $368,815 | | Aylwin Lewis | $146,667 | $150,015 | $0 | $296,682 | | William Mullaney | $67,500 | $137,432 | $15,750 | $220,682 | | Joseph Tripodi | $146,031 | $150,015 | $20,000 | $316,046 | | Dave Zwiener | $195,177 | $0 | $25,000 | $220,177 |

  146. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1)Certain directors elected to defer the cash portion of their Director Fees for 2024 under the Director Compensation Deferral Plan adopted in 2015, which is described above. (2)Amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718. (3)Amounts in this column represent matching charitable contributions (maximum of $25,000 per year) made by the Company on behalf of each Director. Director Equity Awards The following table sets forth outstanding equity awards held by each non-employee Director as of December 31, 2024.

  147. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Director | # of RSUs Outstanding | | Lynne Biggar | 5,862 | | Stephen Bowman | 4,220 | | Yvette Butler | 3,486 | | Jane Chwick | 20,903 | | Kathleen DeRose | 12,173 | | Hikmet Ersek | 2,055 | | Ruth Ann Gillis | 24,986 | | Robert Leary | 2,055 | | Aylwin Lewis | 8,441 | | William Mullaney | 1,965 | | Joseph Tripodi | 16,160 | | Dave Zwiener* | 0 |

  148. NON-EMPLOYEE DIRECTOR COMPENSATION

    *Mr. Zwiener retired from the Board on May 23, 2024.

  149. NON-EMPLOYEE DIRECTOR COMPENSATION

    | 70 | Voya 2025 Proxy Statement |

  150. NON-EMPLOYEE DIRECTOR COMPENSATION

    Part III: Audit-Related Matters