DEF 14A of Voya Financial, Inc., Apr 10, 2026

DEF 14A of Voya Financial, Inc.

Filed Apr 10, 2026 · FY20250001535929-26-000061

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 possess collectively a well-rounded variety of skills, qualifications and experiences, representing an effective mix of extensive 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. Our Director Nominees have significant skills and experience in the following areas:

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

    | Voya 2026 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 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: Individual background and attributes Significant leadership experience Accomplishments and reputation in the business community 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 We also appreciate the importance of critically evaluating individual directors and their contributions to our Board in connection with re-nomination decisions. In considering whether to recommend re-nomination of a director for election at our annual meeting, the Nominating, Governance and Social Responsibility Committee considers factors such as: Shareholder feedback, including the support received by director nominees at our last annual meeting 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 Independence for purposes of the NYSE listing rules

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

    | 4 | Voya 2026 Proxy Statement |

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

    Board at a Glance

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

    | Director Nominees | | 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 |

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

    | Voya 2026 Proxy Statement | 5 |

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

    2026 Board Nominee Statistics

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

    | 11 of 12 Directors are Independent | Average Director Tenure ~ 6.5 years1 | Average age ~ 64 |

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

    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:

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

    | 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) |

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

    | 6 | Voya 2026 Proxy Statement |

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

    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. 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 2027 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 2027 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.

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

    | | Ms. Biggar serves as a Senior Advisor at Boston Consulting Group and is an experienced independent board director, possessing more than 25 years of leadership in operational and marketing positions within the financial services sector. Her most recent executive role was as Visa's Global Chief Marketing Officer. In addition to her time at Visa, Ms. Biggar has held prominent positions at Time Inc. and spent over two decades at American Express, where she was a member of the Global Management Team. Ms. Biggar has a strong track record of guiding strategies and delivering financial results across B2B, B2C, and B2B2C businesses, with a particular emphasis on customer and end user perspectives. As a result of her contributions, Forbes honored her as one of the World’s Most Influential CMOs for three consecutive (2019-2021), along with other recognitions. Business Experience ■Senior Advisor, Boston Consulting Group (2022 to Present) ■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 ■With extensive experience as an executive and a reputation as an esteemed leader, Ms. Biggar has held key positions within global organizations, achieving notable results in fields across finance, customer relations, and brand performance. ■Ms. Biggar has served as an independent director for over a decade, contributing her expertise to the boards of both publicly and privately held companies. Board Memberships ■Anheuser-Busch InBev (a public company), since 2023 ■Hiscox Group (a non-U.S. public company), since 2025 ■Finastra, since 2022 ■Leading Hotels of the World, Ltd., since 2022 | | Lynne Biggar Age: 63 Director Since: 2014-2021, 2022 to current | |

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

    | Voya 2026 Proxy Statement | 7 |

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

    | | Mr. Bowman has had a distinguished career in the financial services sector, culminating in his tenure as Chief Financial Officer of The Northern Trust Corporation, a position he held until his retirement in February 2020. In this capacity, he was responsible for overseeing the company’s Global Finance operations, which included 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 functions. Beyond his executive roles, Mr. Bowman is actively involved in educational and community organizations. He currently serves as a National Trustee for Miami University, where he also chairs the Investment Subcommittee. Mr. Bowman has also previously served as the Chairman of both 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 background, marked by significant experience in both finance and leadership at The Northern Trust Corporation, showcases his proficiency in overseeing complex financial operations and strategic initiatives. ■Additionally, his leadership roles in human resources and regional management further underscore 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), since 2021 ■FNZ Trust Company, since 2021 ■Commonwealth Edison Company, since 2024 | | S. Biff Bowman Age: 62 Director Since: 2023 | |

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

    | 8 | Voya 2026 Proxy Statement |

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

    | | Ms. Butler brings over three decades of financial industry experience and has recently concentrated her efforts on integrating technology with wealth management. Ms. Butler is the founder of Hive Wealth, a mobile application for financial planning that emphasizes community engagement and assists users in growing their financial assets. The company was launched in 2017, Ms. Butler later stepped into the role of CEO in February 2022. Prior to this, Ms. Butler held various senior leadership positions at SVB Private, Capital One and other prominent financial institutions. Her accolades include being featured on The Washingtonian’s esteemed list of Most Powerful Women in Washington in 2017, recognized as one of Savoy’s 100 Most Influential Black Executives in 2020, and honored as one of 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 possesses substantial expertise in the financial industry, demonstrated by her considerable experience in wealth management, technology and financial advisory services, as well as her background in investor marketing. Board Memberships ■Synctera, since 2022 ■Portfolia, since 2024 | | Yvette S. Butler Age: 60 Director Since: 2021 | |

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

    | Voya 2026 Proxy Statement | 9 |

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

    | | Ms. Chwick dedicated 30 years to Goldman Sachs Group, Inc., where she advanced through various technology roles, ultimately becoming the co-chief operating officer of the Technology Division, retiring in 2013. Ms. Chwick managed financial and strategic business planning and, as co-lead of an 8,000 person global technology team, was instrumental in guiding the organization's technology direction. Beyond Goldman Sachs, Ms. Chwick was a co-founder and co-CEO of Trewtec, Inc., a firm that assists board members, chief executive officers and chief technology officers by supplying critical information to enhance oversight of technological functions. Ms. Chwick's board service includes terms with Essent Group (a public company) and The Queens College Foundation, both until December 31, 2021, and with 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 ■During her tenure at Goldman Sachs, Ms. Chwick served on several governance committees, including the firm’s Finance Committee, the Firmwide New Activity Committee and the Technology Risk Committee. Additionally, she held the position of 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), since 2022 ■MarketAxess Holdings, Inc. (a public company), since 2013 | | Jane P. Chwick Age: 63 Director Since: 2014 | |

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

    | 10 | Voya 2026 Proxy Statement |

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

    | | Ms. DeRose, is currently a Clinical Professor of Finance at the New York University's Leonard N. Stern School of Business, where she is responsible for both leading the Fintech Program and supervising operations at the Fubon Center for Technology, Business, and Innovation. With a career spanning several decades, Ms. DeRose has held multiple executive leadership roles in the fields of asset and wealth management, significantly contributing to the advancement and execution of technology initiatives. 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 (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 non-U.S.public company), since 2018 ■Experian (a public company), since 2022 ■Taxwell, since 2024 ■Apron, since 2025 | | Kathleen DeRose Age: 65 Director Since: 2019 | |

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

    | Voya 2026 Proxy Statement | 11 |

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

    | | Mr. Ersek has four decades of executive experience in the global financial services industry, having played crucial roles in prominent organizations, driving international growth and business diversification. Mr. Ersek began his financial services career in Europe when he joined Europay/MasterCard in Austria in 1986. After 10 years, he joined General Electric (GE) Capital, taking on the role of Business Development Manager, and also served as GE Corporation's National Executive for Austria and Slovenia. Leveraging his extensive international expertise, 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 also advises and invest 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 digital payments 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®, since 2023 ■Wolters Kluwer N.V. (a non-U.S. public company), since 2025 | | Hikmet Ersek Age: 65 Director Since: 2023 | |

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

    | 12 | Voya 2026 Proxy Statement |

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

    | | With nearly four decades of career achievements, Ms. Gillis, who serves as Voya’s Non- Executive Chairperson of the Board, provides the Company a wealth of experience in finance, banking, risk management, financial reporting, operations, information technology, human capital management, and regulatory matters. Since 2017, she has been acknowledged as a Board Leadership Fellow by the National Association of Corporate Directors and actively participates in multiple director education organizations. Additionally, Ms. Gillis holds the roles of Life Trustee at the Goodman Theatre and Life Director at the Lyric Opera of Chicago. Her prior board service includes positions with Parson Group LLC, a private firm, and Potlatch Corporation, a publicly traded 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 has extensive experience working in highly regulated and complex industries and her proven executive capabilities strengthen the Board’s oversight of operational resilience, ensuring sound corporate governance and strategic decision-making. Board Memberships ■Snap-On Incorporated (a public company), since 2014 ■KeyCorp (a public company)*, since 2009 | | Ruth Ann M. Gillis Age: 71 Director Since: 2015 | |

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

    *Ms. Gillis has announced she will retire from KeyCorp on May 14, 2026.

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

    | Voya 2026 Proxy Statement | 13 |

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

    | | Appointed Chief Executive Officer in January 2023 and joining the Board of Directors in July 2022, Ms. Lavallee brings more than 30 years of expertise in financial services to the Company. As CEO, she directs the Company’s strategic planning and ensures its operational effectiveness. Over her career with the Company, she has held multiple senior leadership roles. Among these, Ms. Lavallee served as CEO of Voya’s Retirement (formerly Wealth Solutions) business, where she was instrumental in advancing customer satisfaction and fostering profitable growth. Additionally, she was president of the Tax-Exempt Markets segment, managing all elements of the business, from product development and distribution to financial oversight, strategic planning, and operational execution. Before these roles, Ms. Lavallee held the position of president of Employee Benefits, supervising every aspect of the group and voluntary insurance business, which included responsibilities for strategy, product design, underwriting, actuarial analysis, 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 Retirement and Employee Benefits businesses, 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 asset management business; Benefitfocus, a technology-based benefits management company; and OneAmerica Financial’s full-service retirement business. These additions scaled Voya Investment Management business with market-leading capabilities and international distribution, established Voya’s benefits administration business, and delivered highly accretive market expansion to Voya’s retirement business. Board Memberships ■Council for Economic Education, since 2023 ■American Council of Life Insurers, since 2025 | | Heather Lavallee President and Chief Executive Officer Age: 56 Director Since: 2022 | |

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

    | 14 | Voya 2026 Proxy Statement |

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

    | | Mr. Leary’s distinguished career encompasses more than 30 years within the fields of asset management, employee benefits, retirement planning, insurance, and annuities, marked by his service across prominent financial services firms. As CEO of The Olayan Group and Nuveen, he guided Nuveen through its merger and integration with TIAA. His expertise is further demonstrated by his executive roles at AIG Financial Products, ING Investment Management Americas, and ING Insurance U.S. Before entering the financial sector, he launched his career practicing law at White & Case, then advanced to J.P. Morgan Chase & Co., where he pioneered applications in fixed-income derivatives. Beyond his corporate achievements, Mr. Leary has been a board member for the American Council of Life Insurers and has actively participated in numerous charitable organizations supporting education, environmental stewardship, and humanitarian relief. 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), since 2015 ■Citizens Financial Group, Inc. (a public Company | Citizens Bank, N.A., since 2020 ■Wilton Re U.S. Holdings, Inc. ■Arrow Global Group, since 2024 | | Robert G. Leary Age: 63 Director Since: 2024 | |

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

    | Voya 2026 Proxy Statement | 15 |

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

    | | Mr. Lewis possesses a distinguished track record as an executive, with substantial leadership expertise to both the quick service restaurant and retail sectors. Throughout his career, he has occupied critical positions within prominent organizations, playing a key role in their expansion and operational accomplishments. His professional journey is defined by notable milestones and strategic direction. Before retiring in November 2017, Mr. Lewis was Chairman, Chief Executive Officer, and President of Potbelly Corporation. Earlier, he held several high-level executive roles at Sears Holdings Corporation and, following Sears’ acquisition of Kmart Holding Corporation in March 2005, served as Chief Executive Officer of Kmart and Sears Retail. Additionally, he was the Chief Multi-Branding and Operating Officer at YUM! Brands, Inc., a company known for franchising and licensing quick service restaurants such as KFC, Long John Silvers, Pizza Hut, Taco Bell, and A&W. Mr. Lewis has also been a board member for several public companies, including Red Robin Gourmet Burgers, Inc., The Walt Disney Company, and Starwood Hotels. 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 several 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), since 2016 ■Chefs’ Warehouse Inc (a public company), since 2021 | | Aylwin B. Lewis Age: 72 Director Since: 2020 | |

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

    | 16 | Voya 2026 Proxy Statement |

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

    | | With more than four decades of experience in the financial services sector, Mr. Mullaney has overseen business operations and advised clients in the fields of life insurance, annuities, asset management, pension plans, and banking. In his most recent role, he was a managing director within Deloitte Consulting’s Financial Services division, where he counseled several of the firm’s largest clients on strategic planning, increasing revenues, and improving operational efficiency. Additionally, he headed Deloitte’s Group Insurance practice. Before this, Mr. Mullaney was the president of the U.S. Business segment at MetLife, Inc., catering to more than 90 million customers with various financial products. His board service includes positions with the Insurance Information Institute, the Insurance Institute for Highway Safety, and the Property and Casualty Insurers of America. He also served as a director for 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 fields relevant to Voya's strategic growth, including group insurance, defined contribution, and voluntary benefits. ■Mr. Mullaney provides expertise in strategic designs, operational execution, and technology considerations relevant to the financial services industry. Board Memberships and Other Positions ■Automobile Association of America Northeast Club, since 2024 | | William J. Mullaney Age: 65 Director Since: 2024 | |

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

    | Voya 2026 Proxy Statement | 17 |

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

    | | With more than three decades of noteworthy global and specialized experience spanning multiple industries, Mr. Tripodi is a retired leader in business and marketing. Up to his retirement in 2019, he served as Chief Marketing Officer for The Subway Corporation, directing responsibilities such as brand management, advertising, communications, public relations, customer support and social listening, innovation and R&D, food safety and quality assurance, and revenue enhancement. Mr. Tripodi also gained Chief Marketing Officer experience at several globally prominent companies, including The Coca-Cola Company, Allstate Insurance Company, The Bank of New York, and Seagram Spirits & Wine. His governance roles include past board membership at Newman's Own, Inc. and The Ad Council, along with serving as former Chairman of the 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, since 2025 ■Playfly Sports, LLC, since 2021 | | Joseph V. Tripodi Age: 70 Director Since: 2015 | |

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

    | 18 | Voya 2026 Proxy Statement |

  41. COMPENSATION DISCUSSION AND ANALYSIS

    | Incentive Type | Compensation Element | Form of Compensation | Performance Metric | Objective/Purpose | Subject to Clawback and Forfeiture | Key 2025 Actions and Outcomes | | Fixed | Base salary | Cash | N/A | Compensates NEOs for the day-to-day services performed for the Company. Attracts and retains talented executives with competitive compensation levels. | Yes | Base salary increases made for Ms. Lavallee and Mr. Toms to maintain market competitiveness. Base salary increase for Mr. Katz in connection with his promotion to CFO in Jan. 2025. Established Mr. Kaduson's base salary as a new executive officer. | | Variable | Annual cash incentive compensation | Cash | Adjusted Operating Earnings (50%) Profitable Revenue Growth (30%) Strategic Indicators, with qualitative and quantitative measures (20%) | 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 above target for Adjusted Operating Earnings, Profitable Revenue Growth and Strategic Indicators, resulting in a 155% funding level. | | Variable | Long-term equity- based incentive compensation | Performance Stock Units (PSUs) weighted 55% Restricted Stock Units (RSUs) weighted 45% | PSUs granted in 2026 have forward-looking performance vesting conditions for the 2026-2028 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 foster 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. The performance group for evaluating our relative TSR achievement consists of companies in our 2025 Comparison Group plus the addition of MetLife Inc. and Prudential Financial, Inc (refer to page 40). | Yes | Performance measures for the PSU awards vesting in 2026 were based on the three- year period 2023-2025, and was below target for Adjusted Operating ROE, Adjusted Operating EPS, and relative TSR. The resulting payout was 35% of target for the PSUs granted in 2023. | | 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 had six stock price vesting hurdles ranging from $69.10/ share to $119.10/ share (2x the grant price of $59.55/ share), measured over the 3- year performance period ending 6/30/25. CEO RSUs cliff- vested on July 1, 2025; non-CEO RSUs vest ratably in three annual tranches over three years (2023-2025). | The one-time award was intended to focus then CEO- elect, Heather Lavallee, on achieving business objectives resulting in stock price appreciation, retaining the executive team over the next three years, and helping to build meaningful stock ownership. The PSUs were designed to specifically incentivize significant and sustained stock price performance. | Yes | In June and October 2025, the PSUs earned in 2024 (as a result of achieving the second stock price hurdle of $79.10) vested for the CEO and other eligible NEOs, respectively. No additional stock price hurdles were achieved, resulting in the cancellation of all outstanding PSUs related to these awards. |

  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)

    Relative Total Shareholder Return (TSR) The relative TSR metric ties a portion of PSU vesting directly to shareholder return outcomes versus our TSR comparison group, reinforcing the alignment of executive pay with shareholder interests. Our TSR comparator group is periodically updated to reflect companies against which we believe investors view our relative performance. For the 2026 PSU award granted with respect to 2025 performance, the performance group for evaluating our relative TSR achievement consists of companies in the Comparison Group plus the addition of MetLife Inc. and Prudential Financial, Inc. (described on page 40).

  44. Adjusted Operating Return on Equity (ROE)

    | | | | Long-Term Incentive (LTI) Grant Value | | | | | | Annual Base Salary | Annual Cash Incentive | PSUs | RSUs | Total LTI | Total Compensation for 2025 | | Ms. Lavallee(1) | $991,667 | $4,456,000 | $5,926,250 | $4,848,750 | $10,775,000 | $16,222,667 | | Mr. Katz | $650,000 | $3,400,313 | $1,914,000 | $1,566,000 | $3,480,000 | $7,530,313 | | Mr. Kaduson(2) | $598,958 | $3,342,188 | $1,973,125 | $1,614,375 | $3,587,500 | $7,528,646 | | Mr. Toms(3) | $645,833 | $3,765,531 | $2,194,500 | $1,795,500 | $3,990,000 | $8,401,365 | | Mr. Keshavan | $600,000 | $2,406,375 | $1,475,100 | $1,206,900 | $2,682,000 | $5,688,375 |

  45. Adjusted Operating Return on Equity (ROE)

    | 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 support from the Committee’s independent compensation consultant to inform the Committee's assessment. ✔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. |

  46. 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 reviews 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 2025, the comparison group of companies considered by the Committee (Comparison Group) for competitive data for all of our NEOs was the same as the 2024 Comparison Group, except for the addition of Corebridge Financial, Inc. and the removal of MetLife Inc. and Prudential Financial, Inc. and included the following companies: ■Alight, Inc. ■Ameriprise Financial, Inc. ■CNO Financial Group, Inc. ■Conduent, Inc. ■Corebridge Financial ■Equitable Holdings, Inc ■Franklin Resources, Inc. ■The Hartford Financial Services Group, Inc. ■Health Equity, Inc. ■Invesco Ltd. ■Lincoln National Corp. ■Northern Trust Corporation ■Principal Financial Group, Inc. ■T. Rowe Price Group, Inc. ■Unum Group Corebridge was added to reflect its emergence as a standalone competitor of Voya in the Retirement market following its spin- off from AIG and subsequent transactions that increased its independence from its former parent. MetLife and Prudential were removed in consideration of their considerably larger market capitalizations relative to that of Voya. The 2026 Comparison Group will be the same as the 2025 Comparison Group. No changes were made as a result of the Compensation, Benefits and Talent Management Committee’s annual review, as the peer group continues to be well aligned with Voya from both a median revenue and market capitalization perspective.

  47. 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 2025 annual cash incentive compensation awards are to the annual cash incentive compensation amounts that were paid to NEOs in March 2026, which were designed to recognize individual and Company performance during 2025. 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 year and based on a qualitative assessment of individual performance and other factors considered relevant by the Compensation, Benefits and Talent Management Committee.

  48. Annual cash incentive compensation

    | 42 | Voya 2026 Proxy Statement |

  49. Annual cash incentive compensation

    The Compensation, Benefits and Talent Management Committee determined 2025 annual cash incentive compensation for our NEOs by applying a multi-step process: 3 2 1 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 2025 target annual cash incentive opportunity was originally determined under the terms of her/his offer letter, and reviewed by the Compensation, Benefits and Talent Management Committee in early 2025 or in connection with her/his hiring or 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, which the Committee generally set with reference to the median of the comparative market data. The target 2025 annual cash incentive award opportunities for the NEOs, as a percentage of 2025 base salary, were as follows:

  50. Annual cash incentive compensation

    | | Annual Base Salary | 2025 Target Annual Cash Incentive | Target Annual Cash Incentive as % of Base Salary | | Ms. Lavallee | $1,000,000 | $2,500,000 | 250% | | Mr. Katz | $650,000 | $1,625,000 | 250% | | Mr. Kaduson | $625,000 | $1,875,000 | 300% | | Mr. Toms | $650,000 | $2,112,500 | 325% | | Mr. Keshavan | $600,000 | $1,350,000 | 225% |

  51. Annual cash incentive compensation

    The maximum 2025 annual cash incentive opportunity for all NEOs was capped at three times the target award, an increase from two times in 2024. The maximum reflects Company performance on pre-established financial and strategic metrics of up to 200% of target (Step 2), multiplied by an individual performance factor of up to 150% (Step 3). The Committee increased the cap following a review of market data, which indicated that the prior Company performance maximum of 150% of target fell below the median of our Comparison Group (200%). The increased payout cap allows for meaningful differentiation of pay outcomes while preserving appropriate balance between upside opportunity and downside risk. Step 2: Establishment of Preliminary Annual Cash Incentive Compensation Amounts. Preliminary annual cash incentive amounts were determined based on Company performance in 2025 against target performance levels set by the Compensation, Benefits and Talent Management Committee during the first quarter of 2025, based on business forecasts and projections. The Committee assessed achievement against these targets during the first quarter of 2026, following the availability of Company financial information for 2025. For 2025 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, Profitable Revenue Growth, and Strategic Indicators. Please see discussion above under “Key 2025 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 results between established levels are subject to straight-line interpolation. Adjusted Operating Earnings and Adjusted Operating Margin are non-GAAP financial measures. See Exhibit A — Non-GAAP Financial Measures.

  52. Annual cash incentive compensation

    | Voya 2026 Proxy Statement | 43 |

  53. Annual cash incentive compensation

    | $ millions unless otherwise noted | Weight | Minimum Threshold | Target | Maximum | Actual Performance | Payout | | Payout Opportunity | | 50% | 100% | 200% | | | | Adjusted Operating Earnings | 50% | $668 | $890 | $1,113 | $1,038 | 166% | | Profitable Revenue Growth: | 30% | | | | | 160% | | Retirement Defined Contribution Net Flows(1) | 5% | $10,000 | $20,000 | $30,000 | $28,222 | 200% | | Retirement Adjusted Operating Margin(2) | 5% | 33.3% | 37.0% | 40.7% | 39.3% | 162% | | Investment Management Net Flows(1) | 5% | $3,000 | $6,000 | $9,000 | $14,566 | 200% | | Investment Management Adjusted Operating Margin(2) | 5% | 25.2% | 28.0% | 30.8% | 28.3% | 109% | | Employee Benefits Inforce Premiums and Fees(1) | 5% | $3,330 | $3,700 | $4,070 | $3,646 | 93% | | Employee Benefits Adjusted Operating Margin(2) | 5% | 4.5% | 9.0% | 13.5% | 13.4% | 198% | | Strategic Indicators(3) | 20% | 1.5 | 3.0 | 5.0 | 3.4 | 122% | | Total | 100% | | | | | 155% |

  54. Annual cash incentive compensation

    (1)The payout calculation in respect of the Retirement Defined Contribution Net Flows measure reflects an adjustment for relative performance against peers which moved the payout to the maximum. Investment Management Net Flows were above the maximum payout threshold and also exceeded peer performance. Employee Benefits inforce premiums and fees declined modestly, as planned, reflecting actions to correct the Stop Loss block. (2)Adjusted Operating Margins for the Annual Cash Incentive Plan are macro neutral which removes the effects of equity markets and alternative assets versus long-term expectations. (3)Each strategic indicator is assigned a rating from 1 to 5; 3 rating indicates that the performance met the target. Profitable Revenue Growth incentivizes delivering commercial momentum at attractive margins. The above-target payout was driven by 2025 record net flows in Retirement and Investment Management with organic growth well-above peers. Additionally, macro neutral adjusted operating margins in Workplace were above target reflecting record commercial momentum, Stop Loss improvement in Employee Benefits, strong expense discipline and active portfolio management to enhance yield. For further details on commercial momentum, see "Results of Operations" within the 2025 report on Form 10-K filed with the SEC on February 20, 2026. The strategic indicators were a portfolio of key business priorities reflecting both qualitative and quantitative indicators. The key priorities included growth initiatives, serving our customers and simplifying technology. 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. The indicators align, however, with metrics and initiatives that we periodically share with investors on our quarterly earnings calls. The average performance rating for the 2025 portfolio of strategic indicators was 3.4 due to strong outcomes from our growth initiatives, particularly results from the acquisition of OneAmerica which significantly exceeded financial targets. Results also reflected above-target customer satisfaction scores in our Workplace call centers, strong underlying one-year and three-year investment performance compared to peers within Investment Management, and successful completion of a complex, multi- year platform integration in Investment Management. 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 following factors were considered as part of this assessment:

  55. Mr. Keshavan

    Mr. Keshavan Under Mr. Keshavan's leadership, in 2025 the Company executed large-scale integration, modernization, and platform upgrades across its entire enterprise, collectively enhancing participant, advisor, and client capabilities, improving operational efficiency, and establishing a scalable foundation for sustained growth and competitive advantage. ■In Retirement, Voya completed major migration waves for the OneAmerica integration, while expanding participant and advisor capabilities and progressing toward full platform convergence. ■Employee Benefits accelerated growth by successfully launching the Leave Management program, moving the FINEOS platform into production and delivering a fully operational claims foundation. ■In Voya IM, the Company delivered transformational modernization, replacing its legacy middle office infrastructure and enabling accurate, high-volume processing and supporting operational excellence. ■Voya strengthened its operational resilience through disciplined execution across technology stability, cybersecurity hygiene, and recovery preparedness, supporting reliable service delivery and business continuity in a complex operating environment. It maintained rigorous cybersecurity vulnerability remediation, resolving 100% of critical vulnerabilities within established service level agreements and materially reducing the backlog of previously identified vulnerabilities. ■The Company focused on building an AI-ready workforce by embedding generative AI tools into daily operations, deploying Microsoft Copilot to all US-based employees, developing a rigorous education program, and focusing on technology change management. ■Enterprise-wise, the Company exhibited improved run rate technology cost discipline, embedding structural cost management into technology operations through vendor optimization, platform rationalization, and tighter demand governance, while continuing to invest in strategic growth priorities. Following this assessment, the Compensation, Benefits and Talent Management Committee considered the total 2025 compensation package being proposed for each NEO. Based on this review, the Committee adjusted the annual cash incentive award payable to each NEO by between 115% and 135% of the preliminary payout determined as part of Step 3 such that final payouts ranged from 178% to 209% of each NEO's target annual cash incentive.

  56. 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 2025 and the amount of the award paid in the form of cash in March 2026.

  57. Annual Cash Incentive Compensation Outcomes

    | | 2025 Target Annual Cash Incentive | 2025 Target Annual Cash Incentive After Applying 155% Company Funding | 2025 Actual Annual Cash Incentive Payment After Applying Qualitative Assessment of Individual Performance | % of Actual Payment to Target Opportunity | | Ms. Lavallee | $2,500,000 | $3,875,000 | $4,456,000 | 178% | | Mr. Katz | $1,625,000 | $2,518,750 | $3,400,313 | 209% | | Mr. Kaduson | $1,875,000 | $2,906,250 | $3,342,188 | 178% | | Mr. Toms | $2,112,500 | $3,274,375 | $3,765,531 | 178% | | Mr. Keshavan | $1,350,000 | $2,092,500 | $2,406,375 | 178% |

  58. Annual Cash Incentive Compensation Outcomes

    Long-Term Equity-Based Incentive Compensation Equity compensation is an important element of executive compensation because it aligns executive pay with the performance of our stock, and in turn the interests of our shareholders. The size of each award incorporates an assessment of each NEO’s individual performance during the year preceding the grant date. We have historically made grants of equity-based awards in February of each year.

  59. Equity Grants Made in 2026 for 2025 Performance

    Equity Grants Made in 2026 for 2025 Performance For each of our NEOs (other than the CEO), target long-term equity awards based on 2025 performance were set and reviewed by the Compensation, Benefits and Talent Management Committee during 2025, 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, which the Committee generally set with reference to the median of the comparative market data. For equity awards granted based on 2025 performance, we made grants on February 17, 2026. In determining the long-term equity incentive awards to our NEOs, 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 during 2025. The grant value of awards made in 2026 also reflected the Company’s strong financial, commercial, and operational performance in 2025. In recognition of these achievements, as well as the Company’s desire to closely align its executives’ long-term financial rewards with the Company’s strategic growth objectives that it expects to achieve over the next three years, the awards granted to NEOs in 2026 had a grant value meaningfully above those made in 2025, with ultimate realization of that value continuing to depend to a significant degree on delivery of shareholder value and earnings targets. As discussed above under “Key 2025 Compensation Actions” and “Why We Use These Performance Metrics,” for the 2026-2028 performance period, the measures approved by the Committee for the PSUs are Relative Total Shareholder Return (weighted 50%), Adjusted Operating Earnings Per Share (weighted 30%), and Adjusted Operating Return on Equity (weighted 20%). 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%. The Committee increased the maximum potential payout for the financial goal PSUs from 150% for the PSUs granted in 2025 to 200% for the PSUs granted in 2026 to align with the median PSU payout cap among our Comparison Group companies. 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. For PSU awards granted before 2026, the performance and payout curve differed, with the payout at threshold performance at 25% of target, the payout at maximum performance at 150% of target, and the performance to requirement to achieve a maximum payout at 75th percentile TSR. The Committee made changes to the performance and payout curve in 2026 to better align the relative TSR PSU design with Comparison Group practice and increase the maximum performance level.

  60. Equity Grants Made in 2026 for 2025 Performance

    | Voya 2026 Proxy Statement | 47 |

  61. Equity Grants Made in 2026 for 2025 Performance

    Payout on the TSR component of PSUs is capped at target if the Company’s absolute TSR is negative. For the 2026 PSU award that was granted based on 2025 performance, the performance peer group for evaluating our relative TSR achievement consists of all companies in our 2025 Comparison Group, plus MetLife Inc. and Prudential Financial, Inc. 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 ambitious but realistic, such that achieving threshold levels would represent minimum acceptable performance and achieving maximum levels would represent outstanding performance. While we publicly disclose in advance the three-year performance targets related to TSR, we do not publicly disclose the three-year performance targets tied to Adjusted Operating Earnings Per Share or Adjusted Operating Return on Equity until after the three-year performance period has concluded. We seek to calibrate those targets to goals that are ambitious, but reasonably achievable. We do not disclose them in advance because they relate to our internal business objectives, and external disclosure could result in competitive harm to Voya. The indicators align, however, with metrics and initiatives that we periodically share with investors on our quarterly earnings calls. The table below sets forth the long-term equity awards granted in 2026 for 2025 performance:

  62. Equity Grants Made in 2026 for 2025 Performance

    | Equity Grants Made in 2026 for 2025 Performance | Total Grant Value ($) | PSU Grant Value ($) | PSUs (#) | RSU Grant Value ($) | RSUs (#) | | Ms. Lavallee | $10,775,000 | $5,926,250 | 79,664 | $4,848,750 | 65,180 | | Mr. Katz | $3,480,000 | $1,914,000 | 25,729 | $1,566,000 | 21,051 | | Mr. Kaduson | $3,587,500 | $1,973,125 | 26,524 | $1,614,375 | 21,701 | | Mr. Toms | $3,990,000 | $2,194,500 | 29,499 | $1,795,500 | 24,136 | | Mr. Keshavan | $2,682,000 | $1,475,100 | 19,829 | $1,206,900 | 16,223 |

  63. Equity Grants Made in 2026 for 2025 Performance

    Although these amounts were granted in respect of 2025 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 2025, because such awards were granted in 2026.

  64. 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 and Mr. Kaduson, who joined the Company in January 2025), 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 surveys 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, which the Committee generally set with reference to the median of the comparative market data. For equity awards based on 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 were described in the 2025 Compensation Discussion and Analysis. 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. Katz | $2,275,000 | $1,251,250 | 15,319 | $1,023,750 | 13,529 | | 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 |

  66. Equity Grants Made in 2025 for 2024 Performance

    | 48 | Voya 2026 Proxy Statement |

  67. Equity Grants Made 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 appear in the Summary Compensation Table and other tables below under “—Executive Compensation Tables and Narratives” as compensation for 2025, because such awards were granted in 2025. The target value used to determine the number of shares subject to each award differs from the grant date fair value of the awards reported in the Summary Compensation Table, which is calculated in accordance with applicable accounting standards and reflects additional valuation assumptions. In connection with his January 2025 appointment as Chief Executive Officer of Workplace Solutions, Mr. Kaduson received a February 2025 equity award granted on the same timing and terms as other NEOs, with a total grant value of $2,250,000, consisting of $1,237,500 in PSUs and $1,012,500 in RSUs. In addition, Mr. Kaduson received inducement equity awards in February 2025 consisting of RSUs with a grant value of $3,000,000 and PSUs with a grant value of $2,000,000. The $3,000,000 RSU award was granted as a make-whole to replace unvested compensation forfeited upon his departure from his prior employer and vests ratably over three years, subject to continued employment. The $2,000,000 PSU award was granted as an inducement to join the Company and will cliff vest on February 15, 2028, with payout dependent on Voya's stock price and achievement of pre-established performance measures for the Retirement and Employee Benefits businesses, with a maximum payout of 200%.

  68. Payout for Previously Granted PSUs

    Payout for Previously Granted PSUs The table below shows the performance result and the payout for the previously granted PSUs which vested in 2026. These PSUs were granted in 2023.

  69. Payout for Previously Granted PSUs

    | | Weight | Minimum Threshold | Target | Maximum | Actual Performance | Payout | | Payout Opportunity | | 50% | 100% | 150% | | | | Adjusted Operating Return on Equity | 20% | 14.6% | 16.2% | 17.8% | 13.3% | —% | | Adjusted Operating Earnings Per Share | 30% | 9.23 | 10.26 | 11.29 | 8.05 | —% | | Payout Opportunity | | 50% | 100% | 150% | | | | Relative TSR | 50% | 25th Percentile | Median | 75th Percentile | 40th Percentile | 70% | | Total | 100% | | | | | 35% |

  70. 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 2023 PSU award consisted of the following companies: Alight, Inc.; Ameriprise Financial, Inc.; Conduent Incorporated; Equitable Holdings; 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 2022 leadership transition 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 (including Messrs. Katz and Keshavan) 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 have been earned based on achievement of stock price targets, which must have been sustained for at least 30 days, ranging from $69.10 to $119.10 (with $10 achievement hurdles) during the three-year performance period which ran 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). 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. On July 1, 2025, the remaining unearned PSUs, representing 50% of the amount originally granted, were canceled because the relevant stock price targets had not been met.

  71. Payout for Previously Granted PSUs

    | Voya 2026 Proxy Statement | 49 |

  72. Payout for Previously Granted PSUs

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

  73. Payout for Previously Granted PSUs

    | Segment | Stock Price Target(1) | Earnable # of PSUs through 6/30/25 | | Earned # of PSUs as of 12/31/2025 | | 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 (cancelled on 7/1/25) | $89.10 | 16,793 | 2,939 | 0 | 0 | N/A | N/A | | 4 (cancelled on 7/1/25) | $99.10 | 16,793 | 2,939 | 0 | 0 | N/A | N/A | | 5 (cancelled on 7/1/25) | $109.10 | 16,792 | 2,938 | 0 | 0 | N/A | N/A | | 6 (cancelled on 7/1/25) | $119.10 | 16,793 | 2,939 | 0 | 0 | N/A | N/A |

  74. 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 have equaled or exceeded the stock price target. (2)Mr. Toms, who became an NEO in January 2024, and Mr. Kaduson, who was hired on January 16, 2025, did not receive this award. Other Compensation Practices and Considerations

  75. 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 involuntary 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.”

  76. 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 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.

  77. 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.

  78. 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.

  79. Equity Award Grants

    | 52 | Voya 2026 Proxy Statement |

  80. TO RISK MANAGEMENT

    TO RISK 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 incentive opportunities are capped and align with competitive market practice; 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.

  81. Summary Compensation Table for 2025 Proxy

    Summary Compensation Table for 2025 Proxy

  82. Summary Compensation Table for 2025 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 | 2025 | $991,667 | $0 | $6,942,727 | $0 | $4,456,000 | $132,024 | $71,258 | $12,593,676 | | | 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 | | Michael Katz, EVP, Chief Financial Officer(5) | 2025 | $650,000 | $0 | $2,216,753 | $0 | $3,400,313 | $98,238 | $64,137 | $6,429,440 | | Jay Kaduson, CEO, Workplace Solutions(5) | 2025 | $598,958 | $0 | $7,090,932 | $0 | $3,342,188 | $19,176 | $35,938 | $11,087,191 | | Matthew Toms, CEO, Investment Management | 2025 | $645,833 | $0 | $2,512,139 | $0 | $3,765,531 | $100,846 | $62,675 | $7,087,025 | | | 2024 | $622,159 | $0 | $1,217,482 | $0 | $1,505,625 | $28,207 | $792,224 | $4,165,697 | | Santhosh Keshavan, EVP, Chief Technology and Operations Officer | 2025 | $600,000 | $0 | $1,461,623 | $0 | $2,406,375 | $69,012 | $59,085 | $4,596,095 | | | 2024 | $600,000 | $0 | $1,574,962 | $0 | $876,000 | $29,041 | $78,440 | $3,158,443 |

  83. Summary Compensation Table for 2025 Proxy

    (1)Amounts in this column represent salary that was actually paid to each NEO during the listed calendar year. Ms. Lavallee's 2025 salary is based on her annualized base salary of $950,000 from January 1, 2025 through February 28, 2025 and an annualized salary of $1,000,000 from March 1, 2025 through December 31, 2025. Mr. Kaduson's 2025 salary is based on his annualized base salary of $625,000 from January 16, 2025 through December 31, 2025. Mr. Toms' 2025 salary is based on his annualized base salary of $625,000 from January 1, 2025 through February 28, 2025 and an annualized base salary of $650,000 from March 1, 2025 through December 31, 2025. Mr. Toms' 2024 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. (2)Amounts in this column include the grant date fair value calculated in accordance with FASB ASC Topic 718 for 2023, 2024 and 2025 time-based and performance-based awards (at target) granted to the NEOs, under Voya's 2019 and 2024 Omnibus Employee Incentive Plan, in each case in respect of prior year performance. Maximum payout (200% of target for 2025 and 150% of target for 2024 and 2023) for PSUs would result in the following grant date fair values:

  84. Summary Compensation Table for 2025 Proxy

    | NEO | 2025 PSUs | 2024 PSUs | 2023 PSUs | | Ms. Lavallee | $5,562,445 | $4,380,064 | $4,065,621 | | Mr. Katz | $1,776,008 | $— | $— | | Mr. Kaduson | $5,657,599 | $— | $— | | Mr. Toms | $2,012,748 | $612,368 | $— | | Mr. Keshavan | $1,171,059 | $968,213 | $— |

  85. Summary Compensation Table for 2025 Proxy

    For a discussion of the valuation methodology for the PSUs, see Footnote 1 to the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. (3)Amounts in this column represent the net changes in actuarial present value under the Retirement Plan and the SERP. (4)All amounts in this column for 2025 are described in more detail in the table below entitled “—All Other Compensation Table for 2025”. (5)Mr. Katz was promoted to EVP, Chief Financial Officer on January 1, 2025. Mr. Kaduson was hired as CEO, Workplace Solutions on January 16, 2025. A further description of Mr. Kaduson's' 2025 LTI awards are provided in the Compensation Discussion and Analysis and in the Grants of Plan Based Awards.

  86. Summary Compensation Table for 2025 Proxy

    | Voya 2026 Proxy Statement | 55 |

  87. Summary Compensation Table for 2025 Proxy

    All Other Compensation The table below presents the breakdown of the All Other Compensation column:

  88. Grants of Plan-Based Awards Table for 2025

    Grants of Plan-Based Awards Table for 2025

  89. Grants of Plan-Based Awards Table for 2025

    | | | | 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 | 2024 Omnibus Plan – Long-Term Incentive RSUs | 2/18/2025 | | | | | | | 42,371 | | | $3,150,708 | | | 2024 Omnibus Plan – Long-Term Incentive PSUs | 2/18/2025 | | | | 23,989 | 47,979 | 95,958 | | | | $3,792,020 | | | Annual Incentive Plan | | | $2,500,000 | $7,500,000 | | | | | | | | | Mr. Katz | 2024 Omnibus Plan – Long-Term Incentive RSUs | 2/18/2025 | | | | | | | 13,529 | | | $1,006,016 | | | 2024 Omnibus Plan – Long-Term Incentive PSUs | 2/18/2025 | | | | 7,659 | 15,319 | 30,638 | | | | $1,210,737 | | | Annual Incentive Plan | | | $1,625,000 | $4,875,000 | | | | | | | | | Mr. Kaduson | 2024 Omnibus Plan – Long-Term Incentive RSUs | 2/18/2025 | | | | | | | 13,380 | | | $994,937 | | | 2024 Omnibus Plan – Long-Term Incentive RSUs(3) | 2/18/2025 | | | | | | | 39,645 | | | $2,948,002 | | | 2024 Omnibus Plan – Long-Term Incentive PSUs | 2/18/2025 | | | | 7,575 | 15,151 | 30,302 | | | | $1,197,459 | | | 2024 Omnibus Plan – Long-Term Incentive PSUs(4) | 2/18/2025 | | | | 13,215 | 26,430 | 52,860 | | | | $1,950,534 | | | Annual Incentive Plan | | | $1,875,000 | $5,625,000 | | | | | | | | | Mr. Toms | 2024 Omnibus Plan – Long-Term Incentive RSUs | 2/18/2025 | | | | | | | 15,331 | | | $1,140,013 | | | 2024 Omnibus Plan – Long-Term Incentive PSUs | 2/18/2025 | | | | 8,680 | 17,361 | 34,722 | | | | $1,372,127 | | | Annual Incentive Plan | | | $2,112,500 | $6,337,500 | | | | | | | | | Mr. Keshavan | 2024 Omnibus Plan – Long-Term Incentive RSUs | 2/18/2025 | | | | | | | 8,920 | | | $663,291 | | | 2024 Omnibus Plan – Long-Term Incentive PSUs | 2/18/2025 | | | | 5,050 | 10,101 | 20,202 | | | | $798,333 | | | Annual Incentive Plan | | | $1,350,000 | $4,050,000 | | | | | | | |

  90. Grants of Plan-Based Awards Table for 2025

    (1)PSUs granted on February 18, 2025 will cliff vest on February 15, 2028. 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 200%. (2)Amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718. (3)One‑time inducement RSU award granted on February 18, 2025 as a make‑whole to replace unvested compensation forfeited upon Mr. Kaduson’s departure from his prior employer. The award vests ratably over three years, subject to continued employment. (4)One‑time inducement PSU award granted on February 18, 2025. The award will cliff vest on February 15, 2028, with payout based on Voya’s stock price at vesting and achievement of pre‑established performance measures for the Retirement (50%) and Employee Benefits (50%) businesses. Maximum payout is 200%.

  91. Grants of Plan-Based Awards Table for 2025

    | Voya 2026 Proxy Statement | 57 |

  92. Grants of Plan-Based Awards Table for 2025

    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, 2025.

  93. Outstanding Equity Awards Table at 2025 Year End

    Outstanding Equity Awards Table at 2025 Year End

  94. Outstanding Equity Awards Table at 2025 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) | | Ms. Lavallee | | | | | | | | | | | 2023 RSUs | | | | | | 11,785(2) | $877,865 | | | | 2023 PSUs | | | | | | | | 43,195(5) | $3,217,596 | | 2024 RSUs | | | | | | 30,983(3) | $2,307,924 | | | | 2024 PSUs | | | | | | | | 57,815(6) | $4,306,639 | | 2025 RSUs | | | | | | 42,371(4) | $3,156,216 | | | | 2025 PSUs | | | | | | | | 47,979(7) | $3,573,956 | | Mr. Katz | | | | | | | | | | | 2019 Performance Options | 35,587(8) | | | $50.03 | 02/21/2029 | | | | | | 2023 RSUs | | | | | | 2,612(2) | $194,568 | | | | 2023 PSUs | | | | | | | | 9,570(5) | $712,869 | | 2024 RSUs | | | | | | 4,857(4) | $361,798 | | | | 2024 PSUs | | | | | | | | 9,063(6) | $675,103 | | 2025 RSUs | | | | | | 13,529(4) | $1,007,775 | | | | 2025 PSUs | | | | | | | | 15,319(7) | $1,141,112 | | Mr. Kaduson | | | | | | | | | | | 2025 RSUs | | | | | | 13,380(4) | $996,676 | | | | 2025 PSUs | | | | | | | | 15,151(7) | $1,128,598 | | 2025 Off-Cycle RSUs | | | | | | 39,645(9) | $2,953,156 | | | | 2025 Off-Cycle PSUs | | | | | | | | 26,430(10) | $1,968,771 | | Mr. Toms | | | | | | | | | | | 2023 RSUs | | | | | | 3,001(2) | $223,544 | | | | 2023 PSUs | | | | | | | | 7,360(5) | $548,246 | | 2024 RSUs | | | | | | 6,471(3) | $482,025 | | | | 2024 PSUs | | | | | | | | 8,083(6) | $602,103 | | 2025 RSUs | | | | | | 15,331(4) | $1,142,006 | | | | 2025 PSUs | | | | | | | | 17,361(7) | $1,293,221 | | Mr. Keshavan | | | | | | | | | | | 2019 Performance Options | 35,587(8) | | | $50.03 | 02/21/2029 | | | | | | 2023 RSUs | | | | | | 3,682(2) | $274,272 | | | | 2023 PSUs | | | | | | | | 13,495(5) | $1,005,243 | | 2024 RSUs | | | | | | 6,849(3) | $510,182 | | | | 2024 PSUs | | | | | | | | 12,780(6) | $951,982 | | 2025 RSUs | | | | | | 8,920(4) | $664,451 | | | | 2025 PSUs | | | | | | | | 10,101(7) | $752,423 |

  95. Outstanding Equity Awards Table at 2025 Year End

    (1)The market value of the Company's equity awards was determined by multiplying $74.49, the closing price per share of the Company's common stock, as reported by the NYSE, on December 31, 2025, by the number of units. (2)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 vested on February 17, 2026.

  96. Outstanding Equity Awards Table at 2025 Year End

    | 58 | Voya 2026 Proxy Statement |

  97. Outstanding Equity Awards Table at 2025 Year End

    (3)Represents RSUs of Voya Financial, Inc. One third of such units vested on February 18, 2025, one third of such units vested on February 17, 2026 and the remaining one-third is scheduled to vest on February 16, 2027. (4)Represents RSUs of Voya Financial, Inc. One third of such units vested on February 17, 2026 and the remaining two-thirds of such units are scheduled to vest in equal amounts on February 16, 2027 and February 15, 2028. (5)Represents PSUs of Voya Financial, Inc. All such units vested on February 17, 2026. (6)Represents PSUs of Voya Financial, Inc. All such units are scheduled to vest on February 16, 2027. (7)Represents PSUs of Voya Financial, Inc. All such units are scheduled to vest on February 15, 2028. (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 one-time RSU award pursuant to the terms of his employment that vests ratably over three years. One third of such units vested on February 17, 2026, one third of such units scheduled to vest on February 16, 2027, and the remaining one-third is schedule to vest on February 15, 2028. (10)Represents one-time PSU award granted pursuant to the terms of his employment. All such units are scheduled to cliff vest on February 15, 2028.

  98. Outstanding Equity Awards Table at 2025 Year End

    | Voya 2026 Proxy Statement | 59 |

  99. Outstanding Equity Awards Table at 2025 Year End

    Option Exercises and Stock Vested in 2025 The following table provides information regarding all of the RSUs and PSUs held by the NEOs that vested during 2025 and options that were exercised by NEOs during 2025.

  100. Option Exercises and Stock Vested Table for 2025

    Option Exercises and Stock Vested Table for 2025

  101. Option Exercises and Stock Vested Table for 2025

    | | 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 | | | 8,275 | $626,169(1) | | | | | 2,854 | $215,962(2) | | | | | 16,792 | $1,192,232(5) | | | | | 16,792 | $1,237,402(5) | | | | | 16,792 | $1,217,588(6) | | | | | 11,783 | $891,620(3) | | | | | 15,491 | $1,172,204(4) | | Mr. Katz | | | 5,147 | $389,473(1) | | | | | 1,775 | $134,314(2) | | | | | 2,610 | $197,499(3) | | | | | 2,938 | $216,501(5) | | | | | 1,679 | $121,744(6) | | | | | 2,428 | $183,727(4) | | | 20,600 | $1,545,000(7) | | | | Mr. Kaduson | n/a | n/a | n/a | n/a | | Mr. Toms | | | 4,687 | $354,665(1) | | | | | 2,415 | $182,743(2) | | | | | 2,999 | $226,934(3) | | | | | 3,235 | $244,792(4) | | Mr. Keshavan | | | 6,207 | $469,684(1) | | | | | 2,141 | $162,009(2) | | | | | 3,681 | $278,541(3) | | | | | 2,938 | $216,501(5) | | | | | 1,679 | $121,744(6) | | | | | 3,424 | $259,094(4) |

  102. Option Exercises and Stock Vested Table for 2025

    (1)Represents vesting of a portion of Voya performance share awards granted under Voya's Long-term Incentive Plans during 2022. (2)Represents vesting of a portion of Voya restricted awards granted under Voya's Long-term Incentive Plans during 2022. (3)Represents vesting of a portion of Voya restricted awards granted under Voya's Long-term Incentive Plans during 2023. (4)Represents vesting of a portion of Voya restricted awards granted under Voya's Long-term Incentive Plans during 2024. (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 2022. (7)Represents performance-vested non-qualified stock options of Voya Financial Inc, granted on December 16, 2015 that vested in 2017 and remained restricted until 2018.

  103. Option Exercises and Stock Vested Table for 2025

    | 60 | Voya 2026 Proxy Statement |

  104. Option Exercises and Stock Vested Table for 2025

    Pay Versus Performance Our CEOs are the principal executive officers (“PEOs”). PEO 1 is Ms. Lavallee, who was CEO in 2023, 2024, and 2025. PEO 2 is Mr. Martin, who was CEO in 2021 and 2022. “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, 2021, 2022, 2023, 2024 and 2025 and our financial performance for each such fiscal year:

  105. Option Exercises and Stock Vested Table for 2025

    | 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) | | 2025 | $12,593,676 | $13,264,555 | $0 | $0 | $7,299,938 | $7,458,228 | $138.44 | $203.47 | $733 | 41% | | 2024 | $9,720,234 | $6,502,060 | $0 | $0 | $5,617,520 | $3,614,680 | $124.69 | $176.89 | $742 | 13% | | 2023 | $8,722,372 | $11,013,417 | $0 | $0 | $6,665,517 | $8,884,546 | $129.14 | $135.49 | $729 | 100% | | 2022 | $0 | $0 | $14,676,883 | $13,193,735 | $4,828,157 | $4,745,267 | $107.02 | $120.81 | $433 | 53% | | 2021 | $0 | $0 | $16,030,105 | $19,751,360 | $5,439,994 | $6,280,117 | $114.00 | $135.04 | $3,131 | 21% |

  106. Option Exercises and Stock Vested Table for 2025

    (1)Refer to the Summary Compensation Table as set forth on page 54 of this proxy statement. For each of 2021, 2022, 2023, 2024, and 2025, the NEOs were:

  107. Option Exercises and Stock Vested Table for 2025

    | Year | PEO 1 | PEO 2 | Other NEOs | | 2025 | Heather Lavallee | | Michael Katz, Jay Kaduson, Matthew Toms, Santhosh Keshavan | | 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 |

  108. Option Exercises and Stock Vested Table for 2025

    (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

  109. Option Exercises and Stock Vested Table for 2025

    | 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 | Total Equity Award Adjustments | CAP | | | | (i) | (ii) | (iii) | (iv) | (v) | (vi) | (vii) | (viii) | (ix) | (v)+(vi)+(vii) +(viii)+(ix) | =(i)-(ii)- (iii)+(iv)+(v)+(vi) +(vii)+(viii)+(ix) | | 2025 | PEO | $12,593,676 | $(6,942,727) | $(132,024) | $34,828 | $7,102,606 | $402,418 | $205,779 | $0 | $0 | $7,710,802 | $13,264,555 | | | Non PEO NEOs | $7,299,938 | $(3,320,362) | $(71,818) | $23,523 | $3,404,538 | $65,223 | $57,186 | $0 | $0 | $3,526,947 | $7,458,228 |

  110. Option Exercises and Stock Vested Table for 2025

    The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant. (3)TSR is determined based on the value of an initial fixed investment of $100 made on December 31, 2020. 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, 2025. (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 2025 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

  111. Option Exercises and Stock Vested Table for 2025

    | Voya 2026 Proxy Statement | 61 |

  112. Option Exercises and Stock Vested Table for 2025

    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 40. Narrative to Pay Versus Performance Table For the fiscal year ended December 31, 2025, 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, Profitable Revenue Growth as well as Strategic Indicators as a non-financial performance measure with quantitative metrics.

  113. Option Exercises and Stock Vested Table for 2025

    | Important Performance Measures | | Adjusted Operating Return on Equity | | Adjusted Operating Earnings Per Share | | Relative Total Shareholder Return | | Adjusted Operating Earnings Before Taxes | | Profitable Revenue Growth | | Strategic Indicators |

  114. Option Exercises and Stock Vested Table for 2025

    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.

  115. Option Exercises and Stock Vested Table for 2025

    | 62 | Voya 2026 Proxy Statement |

  116. Option Exercises and Stock Vested Table for 2025

    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.

  117. Option Exercises and Stock Vested Table for 2025

    | Voya 2026 Proxy Statement | 63 |

  118. Option Exercises and Stock Vested Table for 2025

    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 Earnings Per Share, a supplemental measure used in our compensation programs. 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 Adjusted Operating Earnings Before Taxes, a supplemental measure used in our compensation programs.

  119. Option Exercises and Stock Vested Table for 2025

    | 64 | Voya 2026 Proxy Statement |

  120. Option Exercises and Stock Vested Table for 2025

    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 2025, 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 2025 that rate was 4.15%). 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, 2025, all NEOs, with the exception of Mr. Kaduson, 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.

  121. Option Exercises and Stock Vested Table for 2025

    | Voya 2026 Proxy Statement | 65 |

  122. Present Value of Pension Benefits as of December 31, 2025

    Present Value of Pension Benefits as of December 31, 2025

  123. Present Value of Pension Benefits as of December 31, 2025

    | Name | Plan Name | Number Years Credit Service | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Ms. Lavallee | Voya Retirement Plan | 17 | $291,449 | $0 | | | Voya SERP | | $601,047 | $0 | | | Total | | $892,496 | $0 | | Mr. Katz | Voya Retirement Plan | 22 | $301,516 | $0 | | | Voya SERP | | $188,707 | $0 | | | Total | | $490,223 | $0 | | Mr. Kaduson | Voya Retirement Plan | 0.96 | $11,801 | $0 | | | Voya SERP | | $7,375 | $0 | | | Total | | $19,176 | $0 | | Mr. Toms | Voya Retirement Plan | 14 | $170,878 | $0 | | | Voya SERP | | $341,361 | $0 | | | Total | | $512,239 | $0 | | Mr. Keshavan | Voya Retirement Plan | 8.27 | $98,948 | $0 | | | Voya SERP | | $166,116 | $0 | | | Total | | $265,064 | $0 |

  124. Present Value of Pension Benefits as of December 31, 2025

    The present value of accumulated benefits under the Retirement Plan and the SERP shown in the Present Value of Pension Benefits as of December 31, 2025” 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 5.63%; ■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 4.25%. 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, and/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 one times the Code compensation limit, which was $350,000 for 2025. The aggregate Company match under the 401(k) Plan and DCSP for 2025 was limited to $42,000 (6% of $700,000, the maximum eligible compensation for 2025).

  125. Present Value of Pension Benefits as of December 31, 2025

    | 66 | Voya 2026 Proxy Statement |

  126. Present Value of Pension Benefits as of December 31, 2025

    The table below presents, for each NEO, 2025 information with respect to the DCSP.

  127. Non-Qualified Deferred Compensation Plans Table for 2025

    Non-Qualified Deferred Compensation Plans Table for 2025

  128. Non-Qualified Deferred Compensation Plans Table for 2025

    | Name | Executive Contributions in 2025(1) | Registrant Contributions in 2025(2) | Aggregate Earnings in 2025(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at 2025 Year End | | Ms. Lavallee | $132,789 | $21,000 | $418,240 | $— | $4,077,265 | | Mr. Katz | $56,635 | $21,000 | $117,599 | $— | $913,837 | | Mr. Kaduson | $15,795 | $15,625 | $510 | $— | $31,930 | | Mr. Toms(4) | $108,088 | $21,000 | $207,987 | $1,312,887 | $2,789,680 | | Mr. Keshavan | $68,417 | $21,000 | $112,129 | $— | $900,789 |

  129. Non-Qualified Deferred Compensation Plans Table for 2025

    (1)Amounts reported in this column that are reported in the “Summary Compensation Table” (for 2025) are: Ms. Lavallee - $132,789 base salary; Mr. Katz - $56,635 base salary; Mr. Kaduson - $15,795 base salary; Mr. Toms - $108,088 base salary; and Mr. Keshavan - $68,417 base salary. (2)Amounts in this column are also included in the "All Other Compensation" column of the "Summary Compensation Table." (3)Amounts in this column reflect the interest and other earnings accrued on notional investments, which investments are elected by the participant. The amount reported for Mr. Toms includes earnings from his Fund Investment Awards. (4)In 2025, Mr. Toms received incentive compensation associated with his prior role in Voya Investment Management. The amount under Aggregate Earnings includes $93,425.31 from previous Fund Investment Awards. The amount under Aggregate Withdrawals/Distributions includes in-service distributions of $147,458.67 and distributions from previous Fund Investment Awards of $1,165,429.57. The amount under Aggregate Balance includes ending balance of $888,783.11 from Fund Investment Awards on December 31, 2025. Potential Payments Upon Termination or Change in Control The Voya Financial, Inc. Severance Plan for Senior Managers (Severance Plan) provides severance benefits for designated senior managers (Plan Participants) of the Company and its subsidiaries 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). Under the Severance Plan, in the event of a Qualified Termination, NEOs would be entitled to specified severance benefits, including (i) a lump sum cash payment equal to the NEO’s eligible base salary and target annual cash incentive, multiplied by 1.75 for NEOs other than Ms. Lavallee (increased to 2.00 in the event of a termination within two years of a change in control) or by 2.00 in all cases for Ms. Lavallee; (ii) 12 months of continued participation in the Company’s health care plan on the terms and conditions available to active employees, which period of participation shall be considered part of the period of continued coverage required to be offered by the Company under the Consolidated Omnibus Budget Reconciliation Act of 1985; and (iii) a pro-rated annual cash incentive with respect to the period of employment prior to the Qualified Termination (which shall be paid based on actual performance for NEOs). In consideration for receipt of severance benefits, NEOs are required to execute a release of claims in favor of the Company, as well as abide by a set of restrictive covenants, which include (i) non-competition with the Company for one year; (ii) non- solicitation of the Company’s employees and agents for a period of one year; (iii) non-solicitation of the Company’s customers and prospective customers for a period of one year; and (iv) certain confidentiality and cooperation provisions, in all cases subject to carveouts under applicable laws. If the Company determines that the payment of benefits under this Plan would subject the eligible senior management employee to excise taxes under Code section 4999 (or similar provisions) or any associated interest or penalties (the “excise taxes”), the Company may reduce the benefits due under this Plan to an amount that avoids the imposition of excise taxes to the extent that such reduction would result in a greater after-tax (including excise taxes) amount remaining to the employee than if the full benefits under this Plan had been paid. Any such reduction will be implemented in accordance with the terms of the Plan. The provisions of the Severance Plan do not apply to certain employees of the Company or its subsidiaries who have entered into a written employment agreement with the Company providing for specific severance benefits. The treatment of equity awards for NEOs upon termination or change in control is set forth in the Voya 2019 Omnibus Employee Incentive Plan and in the Voya 2024 Omnibus Incentive Plan.

  130. Non-Qualified Deferred Compensation Plans Table for 2025

    | Voya 2026 Proxy Statement | 67 |

  131. 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, 2025.

  132. Potential Payments Upon Termination or Change in Control Table(1)

    | Name | Termination Trigger | Severance(2) | Annual Incentive(3) | Health & Welfare Continuation(4) | Equity Vesting | Other Benefits(5)(6) | Total | | Ms. Lavallee | Involuntary Termination without Cause (Prior to Change in Control) | $7,000,000 | $4,456,000 | $21,160 | $8,272,189 | $50,000 | $19,799,349 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $7,000,000 | $4,456,000 | $21,160 | $15,348,665 | $50,000 | $26,875,825 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $— | $— | $— | $— | | | Death and Disability | $— | $4,456,000 | $— | $15,348,665 | $— | $19,804,665 | | Mr. Katz | Involuntary Termination without Cause (Prior to Change in Control) | $3,981,250 | $3,400,313 | $11,923 | $1,791,112 | $35,000 | $9,219,598 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $4,550,000 | $3,400,313 | $11,923 | $3,629,823 | $35,000 | $11,627,059 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $— | $— | $— | $— | | | Death and Disability | $— | $3,400,313 | $— | $3,629,823 | $— | $7,030,136 | | Mr. Kaduson | Involuntary Termination without Cause (Prior to Change in Control) | $4,375,000 | $3,342,188 | $21,160 | $5,630,327 | $35,000 | $13,403,675 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $5,000,000 | $3,342,188 | $21,160 | $7,047,201 | $35,000 | $15,445,549 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $— | $— | $— | $— | | | Death or Disability | $— | $3,342,188 | $— | $7,047,201 | $— | $10,389,388 | | Mr. Toms | Involuntary Termination without Cause (Prior to Change in Control) | $4,834,375 | $3,765,531 | $21,160 | $1,869,401 | $637,629 | $11,128,097 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $5,525,000 | $3,765,531 | $21,160 | $3,934,785 | $923,783 | $14,170,260 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $— | $— | $— | $— | | | Death and Disability | $— | $3,765,531 | $— | $3,934,785 | $888,783 | $8,589,100 | | Mr. Keshavan | Involuntary Termination without Cause (Prior to Change in Control) | $3,412,500 | $2,406,375 | $21,160 | $1,987,915 | $35,000 | $7,862,950 | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | $3,900,000 | $2,406,375 | $21,160 | $3,505,052 | $35,000 | $9,867,588 | | | Voluntary Termination or Termination for Cause | $— | $— | $— | $— | $— | $— | | | Retirement | $— | $— | $— | $— | $— | $— | | | Death and Disability | $— | $2,406,375 | $— | $3,505,052 | $— | $5,911,427 |

  133. Potential Payments Upon Termination or Change in Control Table(1)

    (1)All amounts assume that the triggering event took place on December 31, 2025 and the price per share of Voya common stock was $74.49. There are no change in control provisions that would affect the level of benefits payable from the retirement 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 NEOs. (3)Annual Incentive amount equals target award multiplied by a performance factor of 155% for 2025. (4)Reflects 12 months of continued participation in the Company's health care plan.

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

    | 68 | Voya 2026 Proxy Statement |

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

    (5)All NEOs would be eligible, under the applicable scenarios, for the Company’s executive outplacement program which provides a benefit for up to 12 months post-termination at a fixed cost to the Company of approximately $35,000 per executive, however CEO receives advanced outplacement services. (6)Amounts shown under the Other Benefits column for Mr. Toms also includes payment due to him for previous Fund Investment awards upon termination.

  136. CEO PAY RATIO – 155:1

    CEO PAY RATIO – 155:1

  137. CEO PAY RATIO – 155:1

    | | Salary Paid in 2025 | Annual Incentive | Stock Awards | Non-Equity Incentive Plan Comp | Change in Pension & NQDC Earnings | All Other Comp | Total | Pay Ratio | | Median Employee | $72,907 | $5,500 | n/a | n/a | $2,598 | n/a | $81,005 | 155 | | CEO | $991,667 | $4,456,000 | $6,942,727 | n/a | $132,024 | $71,258 | $12,593,676 | — |

  138. CEO PAY RATIO – 155:1

    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 2025 for our CEO was $12,593,676 and for the median employee was $81,005. The resulting ratio of our CEO’s pay to the pay of our median employee for fiscal year 2025 was 155 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, 2025. Compensation for employees with partial year of service was not annualized and no assumptions, adjustments or estimates were applied. To calculate the annual total compensation for the identified median employee, we used the same methodology as set forth in the 2025 Summary Compensation Table. 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.

  139. CEO PAY RATIO – 155:1

    | Voya 2026 Proxy Statement | 69 |

  140. 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 40 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 2025.

  141. 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, in each case 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-based RSUs equal in value to $170,000. 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, subject to continued service. Directors may also elect to defer settlement of their vested RSUs until their separation from service from the Board. Non-employee directors are subject to the stock ownership guidelines described below. | | Director Compensation Deferral | | We maintain 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 (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 25, 2026), all of our non- employee directors either currently meet the stock ownership guidelines or within the five-year phase in period before the required ownership guideline level fully applies. |

  142. NON-EMPLOYEE DIRECTOR COMPENSATION

    | 70 | Voya 2026 Proxy Statement |

  143. 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 2025. Pursuant to SEC rules, this table includes equity awards granted during 2025, and excludes equity awards granted in 2026 in respect of 2025 service.

  144. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Director | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Lynne Biggar | $141,603 | $169,936 | $25,000 | $336,539 | | S. Biff Bowman | $135,000 | $169,936 | $25,000 | $329,936 | | Yvette Butler | $138,596 | $169,936 | $30,410 | $338,942 | | Jane Chwick | $146,596 | $169,936 | $45,561 | $362,093 | | Kathleen DeRose | $155,000 | $169,936 | $18,000 | $342,936 | | Hikmet Ersek | $138,596 | $169,936 | $0 | $308,532 | | Ruth Ann Gillis | $285,000 | $169,936 | $25,000 | $479,936 | | Robert Leary | $131,000 | $169,936 | $25,000 | $325,936 | | Aylwin Lewis | $155,000 | $169,936 | $0 | $324,936 | | William Mullaney | $135,000 | $169,936 | $17,756 | $322,691 | | Joseph Tripodi | $143,000 | $169,936 | $28,790 | $341,726 |

  145. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1)Certain directors elected to defer the cash portion of their Director Fees for 2025 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. In addition, amounts in this column include reimbursements for tax filing and associated costs, as well as penalties and interest incurred by certain directors who were required to resubmit their tax returns due to an administrative mistake by the Company regarding the compensation reported on Form 1099. Specifically, the amounts are: $30,410 for Ms. Butler covering the 2023 and 2024 tax years, $32,561 for Ms. Chwick for the same period, and $3,790 for Mr. Tripodi for the 2024 tax year. Director Equity Awards The following table sets forth outstanding equity awards held by each non-employee Director as of December 31, 2025.

  146. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Director | # of RSUs Outstanding(1) | Common Stock | Total Holdings | | Lynne Biggar | 8,409 | 16,786 | 25,195 | | S. Biff Bowman | 6,767 | 527 | 7,294 | | Yvette Butler | 3,978 | 355 | 4,333 | | Jane Chwick | 21,395 | 9,594 | 30,989 | | Kathleen DeRose | 14,720 | 0 | 14,720 | | Hikmet Ersek | 2,547 | 4,747 | 7,294 | | Ruth Ann Gillis | 27,533 | 7,162 | 34,695 | | Robert Leary | 4,602 | 868 | 5,470 | | Aylwin Lewis | 10,988 | 486 | 11,474 | | William Mullaney | 4,512 | 0 | 4,512 | | Joseph Tripodi | 18,707 | 13,186 | 31,893 |

  147. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1)RSUs granted to Non-Employee Directors vest on the same schedule; however, individual directors may annually elect to defer settlement of their RSUs and any related dividend equivalent rights until cessation of service. As a result, numbers of outstanding or unvested RSUs in the table above include units earned but deferred, and vary amongst directors depending on whether, and to what extent, they have elected to defer settlement of vested awards.

  148. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Voya 2026 Proxy Statement | 71 |

  149. NON-EMPLOYEE DIRECTOR COMPENSATION

    Part III: Audit-Related Matters