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needed, Committee chairpersons provide feedback to management in preparation for future meetings. Our Lead Director conducts similar meetings with our CEO with respect to Board meetings. In addition, directors have discussions with each other and our senior management team and other key employees outside of Board meetings as needed.
Our directors also receive weekly analyst reports on the Company and its peers, and on a quarterly basis, they receive feedback from senior management on our meetings and interactions with investors.
Board and Committee Self-Assessments
Our Board continually seeks to improve its performance. Pursuant to NYSE requirements, our Corporate Governance Guidelines and the charters of each Committee, the Board and each of its Committees are required to conduct a self-evaluation at least annually. The Nominating and Governance Committee alternates the way it solicits feedback between a written questionnaire and one- on-one discussions with each director. The Corporate Secretary initiates the feedback process by developing and circulating a list of potential topics to directors for consideration in advance of the Board’s evaluation discussion. The Corporate Secretary then schedules time to meet with each individual director to gather input and feedback. Summaries of the discussions are prepared and shared with each committee and the full Board, and discussed in executive sessions of each Committee and the full Board. The chairpersons of each Committee and the Lead Director share the results of the discussions with management to address any requests or enhancements in practices that may be warranted.
Our processes enable directors to provide confidential feedback on topics including:
Board/Committee information and materials;
Board/Committee meeting mechanics and structure;
Board/Committee composition;
Board/Committee responsibilities and accountability;
Board meeting content and conduct; and
overall performance of Board members.
While this formal self-evaluation is conducted on an annual basis, directors share perspectives, feedback and suggestions with management and each other year-round.
As required by NYSE rules, our board of directors considers annually whether each of its members is “independent” for purposes of NYSE rules. Those rules provide that a director is “independent” if our board determines that the director does not have any direct or indirect material relationship with Voya Financial.
Our board has determined that each of Mses. Biggar, Butler, Chwick, DeRose and Gillis, and Messrs. Lewis, Pollitt, Tripodi and Zwiener, are independent. Mr. Griswell was also an independent member of our board during 2020. This determination was based, in part, on detailed information that each director provided our board regarding his or her business and professional relationships, and those of his or her family members, with Voya Financial and those entities with which we have significant business or financial interactions.
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In making its independence determinations, our board considered both the “bright line” independence criteria set forth in NYSE rules, as well as other relationships which, although not expressly inconsistent with independence under NYSE, may nevertheless have been determined to constitute a “material direct or indirect relationship” that would prevent a director from being independent. These included relationships and transactions in the following categories, which our board has deemed immaterial to the Director’s independence due to the nature of the relationship or transaction or the amount involved:
• | Ordinary course customer or client transactions. Ordinary-course transactions between the Company and another entity, where the other entity is our customer or client, or where we are the customer or client of the other entity, and where our director:
|
○ | is a non-executive director of the other entity (Ms. Chwick); and where the annual payments made or received by the Company do not exceed the greater of $1 million or 2 percent of the other entity’s gross revenues.Voya 2024 Proxy Statement | | | 22 |
• | Ordinary course charitable donations. Charitable donations made in the ordinary course (including through our matching gift program) to a charitable organization of which our director (Messrs. Griswell and Pollitt, and Mses. Biggar, Chwick, and Gillis) is a board member or trustee, or holds a similar position.
|
Our board of directors has the following committees: Audit, Compensation and Benefits, Nominating and Governance, Risk, Investment and Finance, Technology, Innovation and Operations, and Executive. The current members of the Board and the committees of the Board on which they currently serve are identified below.
Rodney O. Martin, Jr.
(Chairman of the Board of Directors and CEO) | | | | | | | | | | | | | | | | | | | David Zwiener
(Lead Director) | | | | | | | | | | | | | | | | | | | Lynne Biggar(1) | | | | | | | | | | | | | | | | | | | Jane P. Chwick | | | | | | | | | | | | | | | | | | | Kathleen DeRose | | | | | | | | | | | | | | |
| | | | Ruth Ann M. Gillis | | | | | | | | | | | | | | | | | | | Aylwin B. Lewis | | | | | | | | | | | | | | | | | | | Byron H. Pollitt Jr. | | | | | | | | | | | | | | | | | | | Joseph V. Tripodi | | | | | | | | | | | | | | |
| | | | Number of meetings in 2020 | | | 11 | | | 7 | | | 4 | | | 4 | | | 5 | | | 0 |
 = Member = Chair(1)
| Ms. Biggar’s Board membership concludes on April 29, 2021. On such date, Mr. Tripodi will become Chair of the Nominating and Governance Committee, and Ms. Butler will become a member of the Compensation and Benefits Committee, Nominating and Governance Committee, and Risk, Investment and Finance Committee. |
TABLE OF CONTENTS Our directors are actively engaged inside and outside of Board meetings. Audit Committee | | | Compensation,
Benefits and
Talent
Management
Committee | | | Nominating,
Governance
and Social
Responsibility
Committee | | | Risk, Investment
and Finance
Committee | | | Technology,
Innovation and
Operations
Committee | | | Voya Board | Model Risk
Operational Risk:
• Internal Fraud
• External Fraud
• Employment Practices &
Workplace Safety
• Clients, Products &
Business Practices
Strategic/Business Risk:
• Regulatory
• Financial
Reporting Risk | | | Strategic/Business Risk:
• Compensation and
Benefits Risk
• Talent Risk | | | Strategic/Business Risk:
• Environmental and
Social Risk
• CEO Succession Risk | | | Credit and Counterparty Risk
ESG Risk
Insurance Risk
Liquidity Risk
Market Risk
Operational Risk:
• Issues with Material
Effect on the Capital
Plan
Strategic/Business Risk:
• Ratings
• Product Distribution
• Expense Risk | | | Technology and
Operational Risk:
• Cybersecurity Risk
• Execution, Delivery
& Process
Management
(Includes
Outsourcing Risk and Third-Party
Vendor Risk)
• Technology &
Infrastructure
Management
(Includes IT Risk)
• Information Risk
• Privacy Risk
• Natural Disasters & Public Safety | | | Strategic/ Business Risk:
• Emerging Risk
• Global Economy
• Strategic Risk
• Product Pricing
• Investor Risk
• Suitability Risk
• Reputational Risk
Any other Risk as appropriate |
The Board receives regular reports from the Risk, Investment and Finance Committee, the management risk committee of the Company and the Company’s Chief Risk Officer on the Company’s ongoing adherence to the Board’s risk-related policies and the status of the Company’s risk management programs. The Board continues to monitor its risk oversight for best practice alignment. Cybersecurity Risk Oversight: Voya maintains an information security program that seeks to comply with applicable regulatory requirements. Voya’s information security team, led by the Chief Information Security Officer, implements appropriate measures designed to safeguard sensitive information and protect our operations and systems against cyber threats. Voya’s information security team comprises over 100 employees with over 150 certifications from leading information security certification organizations. Additional management of cybersecurity risks is conducted by Voya’s Technology and Operational Risk Committee, which has been delegated authority by Voya’s management risk committee to provide oversight of operational risk, including information and technology risk, as well as related legal, compliance and regulatory risks.
The Board assigns oversight of information technology, including cybersecurity risks, to the relevant committee to support its oversight responsibilities and periodically reviews committee oversight structure. |
Our Nominating, Governance and Social Responsibility Committee oversees the CEO succession planning process and together with the Chairperson of the Board facilitates, at least annually, the Board’s discussion of CEO succession planning. Our CEO provides the Board with recommendations for and evaluations of potential CEO successors and reviews with the Board development plans for these successors. Directors engage with potential CEO candidates and senior management talent at Board and Committee meetings and in less formal settings to enable directors to personally assess candidates. The Board reviews management succession in the ordinary course of business throughout the year as well as contingency planning in the event of an emergency or unanticipated event. Voya 2024 Proxy Statement | | | 22 |
TABLE OF CONTENTS Our directors are actively engaged inside and outside of Board meetings. Actively Engaged Board and Outstanding Attendance 7
Board Meetings
IN 2023 | | | 32
Standing Committee
Meetings in 2023 | | | 33
Executive Sessions
in 2023 |
No director attended fewer than 75% of the aggregate number of meetings of the Board and of the Committees on which the director served during 2023, which is the threshold for disclosure under U.S. Securities and Exchange Commission (“SEC”) rules. In 2023, our directors attended, on average, 97% of the combined total meetings of the full Board and Committees on which they served. In addition, we encourage our directors to attend each of our annual meetings of shareholders and, in 2023, all 12 of our directors serving at the time attended. Discussions and Communications Outside of Board Meetings The chairs of our Committees meet and speak regularly with members of our management between Board meetings. The chairs of our Committees have regular meetings with our management prior to Committee meetings to review meeting agendas, time allocated to each agenda item and meeting materials, and to discuss specific agenda items to ensure that the meeting will sufficiently fulfill the information needs of Committee members and that the Committees are carrying out in full the responsibilities set forth in their charters. After each meeting and on an ad hoc basis as needed, Committee chairs provide feedback to management in preparation for future meetings. The Lead Director conducted similar meetings with the Executive Chairman and CEO with respect to Board meetings. In addition, directors have discussions with each other and our senior management team and other key employees outside of Board meetings as needed. Our directors also receive weekly analyst reports on the Company and its peers, and, on a quarterly basis, they receive updates from senior management on our meetings and interactions with investors. Board and Committee Self-Assessments Our Board is committed to enhancing its performance. Pursuant to NYSE requirements, our Corporate Governance Guidelines and the Committee charters, the Board and each of its Committees are required to conduct a self-evaluation on annual basis. To meet this requirement, the Nominating, Governance and Social Responsibility Committee solicits feedback using a written questionnaire and through periodic one-on-one discussions with each director. The Corporate Secretary initiates the feedback process by developing and circulating a written questionnaire to directors for completion in advance of the Board’s evaluation discussion. | | | | | | The Corporate Secretary then gathers the directors’ input and feedback. Summaries of the feedback are prepared and shared with each Committee and the full Board, and then discussed in executive sessions of each Committee and the full Board. | | | | | | The Chair of each Committee and the Lead Director/Executive Chairperson share the results of the discussions with management to address any requests or enhancements in practices that may be warranted. | | | |
Our processes enable directors to provide confidential feedback on topics including: | ▪ | Board/Committee information and materials; |
| ▪ | Board/Committee meeting mechanics and structure; |
| ▪ | Board/Committee composition; |
| ▪ | Board/Committee responsibilities and accountability; |
| ▪ | Board meeting content and conduct; and |
| ▪ | Overall performance of Board members. |
Voya 2024 Proxy Statement | | | 23 |
TABLE OF CONTENTS While this formal self-evaluation is conducted on an annual basis, directors share perspectives, feedback and suggestions with management and each other year-round. Board Continuing Education Our Corporate Governance Guidelines encourage directors to attend director continuing education courses by providing reimbursement of such courses sponsored by recognized organizations for up to $15,000 per year per director. In addition, we provide, with the assistance of outside advisors as needed, presentations to the Board on current issues or topics relevant to the Board, including corporate governance trends and practices, cybersecurity, enterprise risk management, remote work and external perspectives and views of analysts and investors. Our new directors participate in various orientation meetings where senior management provides detailed presentations on our strategy and operations. As required by NYSE rules, our Board considers annually whether each of its members is “independent” for purposes of NYSE rules. Those rules provide that a director is “independent” if our Board determines that the director does not have any direct or indirect material relationship with Voya. Our Board has determined that each of Mses. Biggar, Butler, Chwick, DeRose and Gillis, and Messrs. Bowman, Ersek, Leary, Lewis, and Tripodi are independent. This determination was based, in part, on detailed information that each director provided our Board regarding his or her business and professional relationships, and those of his or her family members, with Voya and those entities with which we have significant business or financial interactions. In making its independence determinations, our Board considered both the “bright line” independence criteria set forth in NYSE rules, as well as other relationships that, although not expressly inconsistent with independence under NYSE rules, may nevertheless have been determined to constitute a “material direct or indirect relationship” that would prevent a director from being independent. The Board considered certain ordinary course business, customer, or client transactions, ordinary course charitable donations, and other relationships and transactions, and ultimately did not consider such relationships or transactions material. Our Board considers transactions to be in the ordinary course of business when such transactions are on terms substantially equivalent to those prevailing at the time for comparable transactions, that fall below the threshold levels set forth in our independence standards, and that do not impact a director’s independence. Voya 2024 Proxy Statement | | | 24 |
TABLE OF CONTENTS Our Board has the following Committees: Audit; Compensation, Benefits and Talent Management; Nominating, Governance and Social Responsibility; Risk, Investment and Finance; Technology, Innovation and Operations; and Executive. The current members of the Board and the Committees of the Board on which they currently serve are identified below.
Members: 5
▪ Lynne Biggar
▪ Stephen Bowman
▪ Kathleen DeRose
▪ Ruth Ann M. Gillis (Chair, pictured**)
▪ Aylwin B. Lewis
Audit Committee Financial Experts:
▪ Stephen Bowman
▪ Ruth Ann M. Gillis
▪ Aylwin Lewis | | | Key Responsibilities: The Audit Committee’s primary function is to assist the board of directorsBoard in fulfilling its oversight responsibilities of the financial reports and other financial information filed with the SECU.S. Securities and Exchange Commission or provided by us to regulators; our risk and capital profile and policies; our independent auditors’ qualifications and independence; and the performance of our independent auditors and our internal audit function. As discussed more fully in the Audit Committee Charter, the Audit Committee performs many functions including:
▪ Exercising responsibility for the appointment, compensation, retention and oversight of the work of the independent auditors, who report directly to the Audit Committee;
▪ Reviewing and evaluating the qualifications, performance and independence of the lead partner of the independent auditors;
▪ Advising management, the internal auditing department and the independent auditors that they are expected to provide to the Audit Committee a timely analysis of significant issues and practices relating to accounting principles and policies, financial reporting and internal control over financial reporting; and
▪ Meeting with management, the independent auditors and, if appropriate, the Chief Auditor to discuss the scope of the annual audit, review and discuss the annual audited financial statements, and discuss any significant matters arising from any audit, among other matters described more fully in the Audit Committee Charter. | Number of Meetings
in 2023: 11 | | | The Audit Committee operates pursuant to the Audit Committee Charter, available on our website https://investors.voya.com. See Part III—III — Audit-Related Matters of this proxy statement for additional information about our Audit Committee. |
*
| The Board determined that all members of the Audit Committee are independent under the NYSE and SEC requirements. |
**
| Ruth Ann M. Gillis will assume the role of Non-Executive Chairperson upon the election of directors at the Annual Meeting. Upon Ms. Gillis’s appointment as Non-Executive Chair, Aylwin B. Lewis will become Chair of the Audit Committee. |
Voya 2024 Proxy Statement | | | 25 |
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Members: 7
▪ Lynne Biggar
(Chair, pictured)
▪ Yvette S. Butler
▪ Hikmet Ersek
▪ Robert G. Leary
▪ Aylwin B. Lewis
▪ Joseph V. Tripodi
▪ David Zwiener
Number of Meetings in 2023: 8 | | | Key Responsibilities: The Compensation, Benefits and Talent Management Committee’s primary function is to oversee the compensation and benefits of the CEO, Management Executive Committee Members and other employees of the Company, and to review the Company’s strategies related to talent management. As discussed more fully in the Compensation, Benefits and Talent Management Committee is responsible for annuallyCharter, the Committee performs many functions including:
▪ Annually reviewing and approving the corporate goals and objectives relevant to the compensation of the Chief Executive OfficerCEO and evaluating his or her performance in light of these goals; determining
▪ Determining the compensation of our executive officers and other appropriate officers, and administering our incentive and equity-based compensation plans.plans;
The Compensation▪ Selecting, retaining, terminating and Benefits Committee has the authority to select, retain, terminate and approveapproving the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the board of directorsBoard or management. Withmanagement; with respect to compensation consultants retained to assist in the evaluation of director, chief executive officerCEO or senior executive compensation, this authority is vested solely in the Compensation, Benefits and Talent Management Committee; and
▪ Reviewing, assessing and making reports and recommendations to the Board as appropriate on the Company’s policies, procedures and strategies relating to (a) diversity and inclusion, (b) the recruitment, retention and development of management resources, (c) talent management, (d) employee engagement and well-being, (e) workplace environment and corporate culture and (f) succession planning, with the emphasis on succession at the executive officer level and with the exception of CEO succession planning, which is overseen by the Nominating, Governance and Social Responsibility Committee. | | | | The Compensation, Benefits Committee.and Talent Management Committee operates pursuant to the Compensation, Benefits and Talent Management Committee Charter, available on our website https://investors.voya.com. |
Members: 7
▪ Yvette S. Butler
▪ Jane P. Chwick
▪ Hikmet Ersek
▪ Robert G. Leary
▪ Aylwin B. Lewis
▪ Joseph V. Tripodi
(Chair, pictured)
▪ David Zwiener
Number of Meetings in 2023: 4 | | | Key Responsibilities: The primary purpose of the Nominating, Governance Committee The Nominating and GovernanceSocial Responsibility Committee is responsibleto identify, evaluate and recommend individuals qualified to become members of the Board, select or recommend director nominees to stand for identifyingelection at each annual meeting or to fill vacancies, and oversee the annual performance evaluation of each committee. As discussed more fully in the Nominating, Governance and Social Responsibility Charter, the Committee performs many functions including:
▪ Identifying and recommending candidates for election to our board of directorsBoard and each committee of our board of directors; reviewingBoard Committee;
▪ Reviewing and reporting to the board of directorsBoard on compensation of directors and board committeeBoard Committee members; and developing,
▪ Developing, recommending and monitoring corporate governance principles applicable to the board of directorsBoard and the Company as a whole.whole;
The Nominating▪ Reviewing environmental, sustainability and Governance Committee has primarycorporate social responsibility formatters of significance to the Company; and
▪ Overseeing succession planning for the CEO. It overseesCEO and the development of the processprocesses and protocols regarding succession plans for the CEO, and reviewsreviewing the development of individual high-potential executives. | | | | The Committee’s involvement in leadership developmentNominating, Governance and succession planning is systematicSocial Responsibility Committee operates pursuant to the Nominating, Governance and ongoing, and includes regular meetings with high- potential executives.Social Responsibility Committee Charter, available on our website https://investors.voya.com. |
Voya 2024 Proxy Statement | | | 26 |
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Members: 6
▪ Stephen Bowman
▪ Yvette S. Butler
▪ Jane P. Chwick
▪ Kathleen DeRose (Chair, pictured)
▪ Hikmet Ersek
▪ Ruth Ann M. Gillis
Number of Meetings in 2023: 4 | | | Key Responsibilities: The primary purpose of the Risk, Investment and Finance Committee is responsible for overseeingto assist the Board in fulfilling its oversight of management’s responsibilities with respect to capital management, investment and certain risk matters. As discussed more fully in the Risk, Investment and Finance Committee Charter, the Committee performs many functions including:
▪ Overseeing and reviewing information regarding enterprise risk management; reviewing
▪ Reviewing the investment strategy, portfolio composition and investment performance pertaining to our general account; monitoring
▪ Monitoring our capital needs, liquidity and financing arrangements, our ability to access capital markets and our financing plans; and reviewing
▪ Reviewing and makemaking recommendations to the Board with respect to our capital management policies, including repurchases of securities, dividends on our common stock and preferred stock and stock splits. | | | | The Risk, Investment and Finance Committee operates pursuant to the Risk, Investment and Finance Committee Charter, available on our website https://investors.voya.com. |
Members: 7
▪ Lynne Biggar
▪ Stephen Bowman
▪ Jane P. Chwick
(Chair, pictured)
▪ Kathleen DeRose
▪ Robert G. Leary
▪ Joseph V. Tripodi
▪ David Zwiener
Number of Meetings in 2023: 5 | | | Key Responsibilities: The Technology, Innovation and Operations Committee is primarily responsible for reviewing the Company’s technology, cybersecurity, operations, operational resilience and innovation strategies, and associated budgets; reviewingbudgets, and its duties include:
▪ Reviewing the measurements and tracking systems in place to achieve successful innovation; monitoring
▪ Monitoring existing and future trends in technology, cybersecurity, operations, operational resilience and innovation; reviewing
▪ Reviewing the major technology risk exposures of the Company, including risk relating to information security, cybersecurity, risks,software change management and deployment and system capacity, and the steps to monitor and control such exposuresexposures;
▪ Reviewing the Company’s business continuity planning and reviewingdisaster recovery capabilities and contingency plans; and
▪ Reviewing the Company’s risk management and risk assessment guidelines and policies regardingwith respect to technology related risks. | | | | The Technology, Innovation and Operations Committee operates pursuant to the Technology, Innovation and Operations Committee Charter, available on our website https://investors.voya.com. |
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|
Voya 2024 Proxy Statement | | | 27 |
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Members: 4
▪ Kathleen DeRose
▪ Heather Lavallee
▪ Rodney O. Martin Jr.*
▪ David Zwiener
(Chair, pictured)
Number of the BoardMeetings
in 2023: 0 | | | Key Responsibilities: The Executive Committee of the Board is responsible for taking action where required in exigent circumstances, and where it is impracticable to convene or obtain the unanimous written consent of the full board of directors.Board.
VIRTUAL MEETING PHILOSOPHY AND PRACTICES
We will once again hold our annual meeting virtually this year, as we have done since our IPO in 2013.
The Board believes that holding the annual meeting in a virtual format provides the opportunity for participation by a broader group of shareholders, while saving the Company’s and investors’ time and money, and reduces our environmental impact. The Board intends for the virtual meeting format to provide shareholders with an enhanced level of transparency and participation comparedExecutive Committee operates pursuant to the traditional in-person meeting format, and the Company has taken the following steps to ensure such an experience:Executive Committee Charter, available on our website https://investors.voya.com. |
Providing shareholders with the ability to submit appropriate questions ahead of the meeting*
| Mr. Martin served as Chair through the virtual meeting web portal;Providing shareholders with the ability to submit appropriate questions during the meeting either through the virtual meeting platform or via telephone;
Answering as many questions submitted in accordance with the meeting rulesexpiration of conduct as possible in the time allotted for the meeting without discrimination; we have posted the rules of conducthis term on the virtual meeting web portal;
Publishing all appropriate questions that cannot be answered during the meeting due to time constraints with answers following the meetingFebruary 29, 2024, and
Providing technical support through dedicated phone lines before and during the meeting.
Details regarding how to participate in the annual meeting are more fully described on page 62 of this proxy statement.In an effort to continuously improve our corporate governance processes and communications, we developed an engagement plan to systematically reach out to shareholders and to proactively address issues that are important to our shareholders. We value shareholders’ views and insights and believe that two-way dialogue builds informed relationships that promote transparency and accountability was succeeded by deepening our Board’s understanding of shareholder concerns, and providing shareholders with insight into our Board’s processes.
David Zwiener. |
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Shareholder Engagement Cycle
CORPORATE GOVERNANCE BEST PRACTICESWe believe that strong and sustainable corporate governance is essential to the effective oversight of the Company. As such, we continuously review and strive to improve our corporate governance practices. We list below our current key corporate governance practices:
✔
| | | Proactive shareholder engagement plan
| |
✔
| | | Annual election of directorsVoya 2024 Proxy Statement | | | 28 | |
✔
| | | Majority voting of directors
| ✔
| | | Independent directors meet regularly in executive sessions, including with our external auditors
| ✔
| | | Annual board and committee self-evaluations
| ✔
| | | Annual advisory vote on executive compensation
| ✔
| | | Stock ownership requirements for directors and executive officers
| ✔
| | | No poison pill
| ✔
| | | Director orientation and continuing education
| ✔
| | | Anti-hedging and anti-pledging policies for directors and employees (including officers)
| ✔
| | | 97% board and committee attendance
| ✔
| | | 100% independent standing Board Committees, other than the Compensation and Benefits Committee
|
BOARD CONTINUING EDUCATIONOur Corporate Governance Guidelines encourage directors to attend director continuing education courses by providing reimbursement of such courses sponsored by recognized organizations for up to $15,000 per year per director. In addition to such reimbursement, we provide directly, and with the assistance of outside advisors, presentations to the Board on current issues or topics relevant to the Board, including corporate governance trends and practices, and external perspectives and views of analysts and investors. For new directors, we provide a half-day orientation where senior management provides detailed presentations on our strategies and operations.
TABLE OF CONTENTS Management of the Company is led by the Management Executive Committee, which is comprised of the Company is led by the Management Executive Committee, which comprises all of the executive officers set forth below. The Management Executive Committee is tasked with setting corporate strategy, managing overall operating performance, building a cohesive culture and establishing our organizational structure. The following table presents information regarding our executive officers as of the date of this proxy statement. Rodney O. Martin, Jr.
| | | 68
| | | Chairman | | | Heather Lavallee, President and Chief Executive Officer
Age: 54 | Experience
President and Chief Executive Officer | Nancy Ferrara
| | | 56
| | | Executive Vice President, Continuous Improvement
| Robert Grubka
| | | 51
| | | Chief Executive Officer, Health Solutions
| Christine Hurtsellers
| | | 57
| | | Chief Executive Officer, Investment Management
| Michael Katz
| | | 45
| | | Executive Vice President and Chief Strategy, Planning and Investor Relations Officer
| Santhosh Keshavan
| | | 47
| | | Executive Vice President and Chief Information Officer
| Heather Lavallee
| | | 51
| | | Chief Executive Officer, Wealth Solutions
| Charles P. Nelson
| | | 60
| | | Vice Chairman and Chief Growth Officer
| Larry N. Port
| | | 70
| | | Executive Vice President and Chief Legal Officer
| Kevin D. Silva
| | | 67
| | | Executive Vice President and Chief Human Resources Officer
| Michael S. Smith
| | | 57
| | | Vice Chairman and Chief Financial Officer
|
Set forth below is biographical information about each of the executive officers named in the table above.
Rodney O. Martin, Jr. has served as Chief Executive Officer and a member of the Board of Directors of Voya Financial, Inc. since April 2011.January 2023. Additional biographical information regarding Mr. MartinMs. Lavallee is provided above, under “Our Director Nominees”.Nominees.”
|
Nancy Ferrara has served as Executive Vice President, Continuous Improvement of the Company since September 2016. Prior to that, Ms. Ferrara was Senior Managing Director of Operations for Voya. Prior to joining Voya in April 2012, Ms. Ferrara served as Operations Executive of the Financial Services Division at AIG in 2008 and went on to lead divestiture separation teams at AIG from 2009 until 2012. Prior to that, Ms. Ferrara served in a number of senior leadership roles at J.P. Morgan Chase. Ms. Ferrara has an M.B.A. from Hofstra University and a B.A. from Providence College. | | | Robert Grubkahas served, Chief Executive Officer, Workplace Solutions
Age: 54 | Experience
Mr. Grubka serves as Chief Executive Officer of Workplace Solutions for Voya Financial, Inc. Mr. Grubka leads Voya’s Health Solutions since March 2021.and Wealth Solutions businesses, which represent approximately 80% of Voya’s adjusted operating earnings and encompass all of the Company’s workplace businesses, including retirement, group and voluntary insurance, savings and other benefits products and solutions. Mr. Grubka has nearly 30 years of actuarial, product management and leadership experience. Prior to thathis current role, he served as presidentled Voya’s Health Solutions business since November 2016 and oversaw all aspects of Employee Benefits for Voya,Voya’s group and prior to that he was the chief risk officer for Voya’s Retirementvoluntary insurance business, including strategy, product development, underwriting, actuarial, distribution and Annuity businesses. Prior to joining Voya in 2015, Mr. Grubka led the Group Protection business at Lincoln Financial and held leadership roles in the retirement and annuity businesses. Previously, he held a variety of actuarial roles at Nationwide Financial. marketing.
Education
Mr. Grubka earned ahis bachelor’s degree in actuarial science from The Ohio State University. He also serves on the board of Junior Achievement of the Upper Midwest. |
Christine Hurtsellers has served as Chief Executive Officer of our Investment Management since September 2016. Prior to that, Ms. Hurtsellers was the Chief Investment Officer of Fixed Income at Voya Investment Management from 2009 to 2016, and prior to that, she was the head of Structured Finance from 2005 to 2008. Ms. Hurtsellers is a board member of Pomona Capital, and a member of the U.S. Treasury Borrowing Advisory Committee. Prior to joining Voya in 2004, Ms. Hurtsellers was a senior portfolio manager at the Federal Home Loan Mortgage Corporation (“Freddie Mac”). Prior to Freddie Mac, she was a portfolio manager at Alliance Capital Management and Banc One, and a client consultant at Pentalpha Capital Group. Ms. Hurtsellers received a B.A. in Finance from Indiana University Kelley School of Business, and holds the Chartered Financial Analyst® designation.
| | | Michael Katz has served, Executive Vice President, Finance
Age: 48 | Experience
Mr. Katz serves as Executive Vice President, Finance, leading the investor relations, financial planning and Chief Strategy, Planninganalysis, and Investor Relations Officer since March 2021. Prior to that, treasury teams for the enterprise.
Mr. Katz wasbrings 25 years of financial services experience across a variety of leadership roles within Voya, most recently as the Chief Financial Officerchief financial officer for the Company’sVoya’s Annuities, Individual Life and Employee Benefits businesses. Mr. Katz was instrumental in Voya’s preparation of its May 2013 initial public offering and, more recently, the sale of its annuities and life businesses. Before serving as a business unit CFO, he held a number of senior roles in product development, capital management, actuarial and business strategy at the Company. Mr. Katz joined Voya in 2004.Voya. Before joining the Company,Voya, he served in a variety of financial reporting and planning roles at Aegon.
Education
Mr. Katz is a fellow of the Society of Actuaries a member of the American Academy of Actuaries and holds a bachelor’sbachelor of science degree in actuarial sciencebusiness administration from Pennsylvania State University. |
Voya 2024 Proxy Statement | | | 29 |
TABLE OF CONTENTS | | | Santhosh Keshavanhas served as, Executive Vice President and Chief Information Officer
Age: 50 | Experience
Executive Vice President since March 2021. Prior to that,2021 and Chief Information Officer since 2017, Mr. Keshavan wasis responsible for the Company’s Chief Information Officer.firm’s technology systems, data and digital organization, information security and infrastructure. Prior to joining Voya, Mr. Keshavan held the position of EVP &and CIO for Regions Bank based in Birmingham, ALAlabama, from 2010 to 2017. In this role, he managed core systems, enterprise and corporate systems, and enterprise data services. Previously, Mr. Keshavan was with Fidelity Investmentsserved as Vice Presidentvice president for the pricing and cash management division.division at Fidelity Investments. Prior to that, he held various positions at SunGard Data Systems (now FIS), eventually being named Managing Director,managing director, International Operations, with a focus on the retirement services industry.
Education
Mr. Keshavan has a bachelor’s degree in Computer Science from University of Mysore in India and a master’s of business administration from UABthe University of Alabama at Birmingham with a major in Information Systems. He serves on the board of Connecticut Financial Services and Insurance Markets, as well as VFI SLK Global Services Pvt. Ltd – a joint venture between the Company and SLK. |
Heather Lavallee has served as Chief Executive Officer, Wealth Solutions since March 2021. Prior to that, she served as the president of Tax-Exempt Markets at the Company, and prior to that she was president of Employee Benefits. Before joining the Company in 2008, Ms. Lavallee worked at Mutual of Omaha as a regional vice president of the Group Insurance Division for their Western Region, and at Sun Life New York Insurance and Annuity Company. In addition, she serves on the board of the National Down Syndrome Society. Ms. Lavallee holds a bachelor’s degree in psychology from Colby College and a Master of Business Administration from Pepperdine University’s Graziadio School of Business.
| | | Charles P. Nelson has served as Vice Chairman and Chief Growth Officer since March 2021. Since April 2018, Mr. Nelson served as the Chief Executive Officer of our Retirement and Employee Benefits businesses and served as Chief Executive Officer of our Retirement business since May 2015. Prior to joining the Company, Mr. Nelson was with Great-West Financial since 1983. Mr. Nelson served as president of Retirement Services for Great-West from 2008 through September 2014 and most recently led the legacy Great- West retirement business of Empower Retirement, a business unit of Great- West Life & Annuity Insurance Company. Mr. Nelson served as the past president of the Board of Directors for The SPARK Institute, a trade institute that represents the entire spectrum of defined contribution service providers. Mr. Nelson has also been a member of the National Association of Government Defined Contribution Administrators (NAGDCA) since 1985. Mr. Nelson is a graduate of Whitman College with a degree in chemistry and economics. He was appointed to the Whitman College Board of Overseers in 2008 through 2017.
Larry N. Port has served as theTrevor Ogle, Executive Vice President, Chief Strategy, M&A and Chief LegalCorporate Transactions Officer of Voya since February 2020. Prior to that, he served as senior vice president of Corporate Development. Prior to joining Voya in 2016, Port held several senior-level roles, including serving as a senior vice president at Assurant, where he oversaw U.S. and global merger and acquisition activities; a senior vice president at MassMutual, where he was responsible for worldwide corporate development; and as associate general counsel at Texaco Inc., where he was responsible for providing legal services to its worldwide oil and gas exploration and production practice. Mr. Port received his bachelor’s degree from the University of Virginia and a J.D. from the University of Pittsburgh School of Law.
Kevin D. Silva has servedAge: 47
| Experience
Serving as Executive Vice President and Chief Human Resources Officerchief strategy, M&A and corporate transactions officer since September 2021, Mr. Ogle oversees all aspects of Voya’s corporate strategy, including acquisitions, divestitures, and other strategic transactions, and serves as an advisor to executive management and the Company since February 2012. Prior toboard on these matters. Mr. Ogle is also responsible for Voya’s corporate communications, brand, consumer insights and strategic relations functions. Mr. Ogle, who joined Voya in 2013, previously was the Company’s lead for M&A, including corporate development, and deputy general counsel. He has been deeply involved in all of Voya’s significant strategic transactions over the course of his current position, from 2009 to 2012, he served as Chief Human Resources Officer at Argo Group International, a global, publicly traded specialty insurance company.tenure, including Voya’s divestitures of its fixed and variable annuities businesses in 2017, and its Individual Life business, and Voya’s acquisitions of Allianz Global Investors’ U.S. asset management business in 2022 and Benefitfocus in 2023, alongside numerous smaller acquisitions and divestitures over the past decade. Prior to joining Argo,Voya, Mr. Silva spent more than 13 years (1996-2009) at MBIA Insurance Corporation where he TABLE OF CONTENTS
served as Chief Administrative Officer responsible forOgle was an attorney in the human resources, communications, corporate administration, governmental relations, information resources, facilities, telecommunications, and records-management functions. Mr. Silva has also served in senior human resources leadership roles with Merrill Lynch (1993-1995), MasterCard International (1989-1993), and Pepsi Cola Company (1979-1989). Mr. Silva earned a bachelor’s degree in Communications from St. John’s University and a master’s degree in Psychology from New York University.
Michael S. Smith has served as Vice Chairman and Chief Financial Officer since March 2021 and served as our Executive Vice President and Chief Financial OfficerGeneral Practice Group of the Company since November 2016. From April 1, 2019 to early 2021, Mr. Smith also served as our Interim Chief Risk Officer. He is responsible for strategic finance, capital management, actuarial, tax, insurance investments, controllership, financial reporting, procurement, expense management, treasury and investor relations. Prior to becoming CFO, Mr. Smith served as Chief Executive Officer of our Insurance Solutions and Closed Block Variable Annuity business since January 2014. Prior to that, Mr. Smith served as the Executive Vice President and Chief Risk Officer of the Company since December 2012. Mr. Smith joined the Company in May 2009 first as Chief Financial Officer and Chief Insurance Risk Officer of the annuity business and subsequently as Chief Executive Officer of Annuity Manufacturing. Prior to joining the Company, from 1988 to 2009, Mr. Smith was employed by Lincoln Financial Group (“LNC”)Sullivan & Cromwell LLP, where he held several positions, including head of Profitabilityfocused on public and Risk Management for Retirement Solutions at LNC, Chief Actuarial Officer for Lincoln National Life, Chief Administrative Officerprivate corporate transactions, securities law, corporate finance, and Chief Financial Officer for Lincoln Financial Distributors, Inc., Chief Financial Officer and Chief Risk Officer for LNC’s Life and Annuity division and head of customer support for LNC’s Employer Markets division. general corporate law matters.
Education
Mr. Smith holds bachelor’s degrees in Economics and Russian StudiesOgle earned his juris doctorate from the University of Michigan. He attained FellowshipToronto and his bachelor’s degree in the Society of Actuarieslife sciences from Queen’s University in 1990 and is also a Member of the American Academy of Actuaries. He also attained his CFA Charter holder designation in 2003.Kingston, Ontario, Canada. Corporate responsibility is a business imperative woven throughout our enterprise. We regard corporate responsibility as an investment in society and in the success of the Company. As a responsible corporate citizen, we simultaneously consider our impacts on the marketplace, society and the environment. We have an unwavering commitment to conduct business in a way that is ethically, economically, socially and environmentally responsible.
As such, we implement initiatives that integrate responsible and sustainable thinking into our operations, positively impact our communities and minimize our impact on the planet. Our work is guided by corporate responsibility standards and frameworks and informed by analysis of key impacts, identification of risks and opportunities and stakeholder input. We report publicly in our corporate responsibility annual report and on our website the progress on our corporate responsibility commitments, and disclose our environmental, social and governance data to investors on an ongoing basis. Corporate responsibility is governed by our Corporate Responsibility Executive Council, composed of our most senior leaders and headed by our CEO. We report our corporate responsibility performance to the Nominating and Governance Committee on an annual, and as needed, basis.
Political Contributions Oversight and Disclosure
Our Nominating and Governance Committee, a committee comprised solely of independent directors, provides oversight of the Company’s political contributions and lobbying expenses. As part of its oversight role, it reviews our political activity policy and monitors our ongoing political strategy as it relates to the overall public policy objectives for the Company. The Committee also reviews an annual report on our political contributions and lobbying expenses. This report is available at investors.voya.com/financial- reporting/annual- reports. The Voya Financial Political Action Committee (PAC) has historically supported candidates from both major political parties and Independents who understand the importance of helping people responsibly save for retirement and manage their financial assets. Following the events in our nation’s capitol on January 6, 2021, the Company suspended PAC distributions. If and when a decision is made to
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resume PAC disbursements, the officers of the PAC will issue disbursements consistent with the PAC’s bylaws and based upon a candidate’s state or Congressional district. Candidates will be vetted by the Company’s Corporate Communications team for public statements inconsistent with the Company’s corporate values. The PAC relies on outside legal expertise to address new or emerging issues and an outside vendor for the administration of the PAC.
Community Investment
Outside of Voya, we have and continue to build connections between our employees and the communities in which they live and serve through support of employee volunteerism and giving. We conduct our community investment work through Voya Foundation whose primary work focuses on financial resilience: STEM (science, technology, engineering and mathematics) education for K-8th graders; financial literacy for 9-12th graders; teacher training and employee matching gifts. Through Voya Foundation, employees receive dollar-for-dollar matches to eligible nonprofits of their choice. The annual maximum match is $5,000 for employees and $25,000 for our senior management and directors. In 2020, more than 70% of Voya employees gave back to our communities through volunteerism or giving. Employee donations to nonprofits, together with Voya Foundation’s match, totaled approximately $5.6 million in the U.S. In addition, full- time employees receive 40 hours of paid volunteer-time-away at eligible nonprofits per year and part-time employees receive 20 hours per year. Voya employees volunteered nearly 19,000 hours in 2020.
In 2020, Voya took several reactive and proactive steps to address the challenges of the COVID-19 pandemic. While many companies took action to eliminate jobs or reduce compensation for their employees, including to their base pay, incentives and 401(k) matches, Voya took none of those actions. Voya was quickly able to pivot to having more than 95% of our 6,000 employees working remotely. In addition, Voya enhanced several benefits, including: fully covering COVID-19 medical testing and providing Care Coordinators to assist employees who are caring for someone with COVID-19. We also provided assistance through no-cost virtual visits, enhanced mental and emotional health support, increased paid time off carryover, COVID relief financial planning assistance, CARES Act adoption for 401(k) loans/withdrawals, and additional training for working remotely.
We also addressed our customers’ needs. Voya was the first major retirement plan provider to waive fees in response to the CARES Act to help our customers, and all Americans, manage through this difficult time. We did this just four days after the economic relief package was implemented. Specifically, we credited hardship distribution and loan initiation fees associated with COVID-19-related distributions. Later in 2020, we launched the Just Right Advantage™ Program – a first-of-its-kind effort to support greater retirement planning opportunities for minority, women, veteran, disability, and LGBTQ-owned businesses — along with nonprofit organizations that serve them — by offering a fee credit when they establish or retain their retirement plan.
We also took actions to support our broader communities, including, but not limited to, providing all Americans with free online resources and phone access to our financial advisors. And through our partnership with AmeriCares, we supported the shipment of more than 23 tons of personal protective equipment to partners across the United States.
In March, when COVID-19 began to significantly impact the economy and businesses, we maintained our commitment to do our best to achieve our business goals. Despite the recognition that COVID-19 would have an impact on our business – such as the higher group life insurance claims we experienced in the fourth quarter of 2020 – Voya did not make any changes to its financial targets – including those used to determine executive compensation. The goals and targets that were established and set by the Board of Directors at the beginning of 2020 were not reduced.
We believe that, because we had begun the challenging but important actions to reduce expenses in connection with our transformation that begin in 2018, we were in a strong position going into the pandemic, and this has benefitted all of our stakeholders.
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As a company with a mission to help all Americans retire better, our success lies in earning the trust of our clients each and every day. Through our human capital strategy, we attract, retain and reward talent across our enterprise in support of our mission. We have prioritized our efforts to build and maintain a diverse, inclusive and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits, health and wellness programs. We have maintained our prioritization and commitment throughout and despite the challenges posed by the COVID-19 pandemic.
We believe that our differences make us stronger. We are committed to fostering a work environment where the differences that we are born with — and those we acquire and choose throughout our lives — are understood, valued and intentionally pursued. Purposefully bringing our differences together to positively influence our culture, service our clients and enrich our communities is essential to our vision to be America’s Retirement Company. Since our IPO, we have made significant strides in our diversity efforts. From having no females or people of color on our Board of Directors in 2013, to 56% diverse (four women and one person of color) by the end of 2020, we outpace the industry in diverse Board leadership. In addition, four of five standing Committees are chairs by female directors. As of March 2021, our eleven member Executive Committee is 45% diverse (three women and two people of color). Of our approximately 6,000 employees, women or people of color represent 61% of the workforce. 3% of our workforce self-identifies as members of the disabled/special needs community.
We have developed a culture of greater inclusion and celebration of our differences as evidenced by the tremendous growth of our employee resources groups (ERGs). From January 2018 to December 2020, membership increased from 4% to 27% of our employee base. Our eight ERGs are African American, Asian American, Disabilities and Special Needs, Latinx, LGBTQ & Allies, NextGen, Virtual, and Women.
We are committed to continuing to diversify our workforce and fostering an inclusive workforce, with a focus on people of color. Our business- and function-specific action planning process launched in April 2020 and is led by our Executive Committee (EC). Each EC member has a comprehensive diversity action plan which includes measurement of diverse talent, DE&I engagement, team participation in inclusive activities, and addressing areas of opportunity.
In 2020, in support our strong culture, Voya created a Diversity, Equity and Inclusion (DEI) Task Force that will focus on continuing Voya’s commitment to combat bias, racism, discrimination and underrepresentation at Voya, with our clients and in our communities. In its mission, the DEI taskforce seeks equity and inclusion for all diverse communities in alignment with Voya’s DEI strategy. In its phased approach to focusing on diverse communities, it began with addressing the specific needs of Voya’s African-American/Black employees and the Black community. Individuals from across our company who will be engaged in this important work represent all of our businesses, functions, backgrounds, experiences and levels within our organization. They will provide actionable recommendations for our DEI strategy across our three strategic pillars: Colleagues, Clients and Community.
• | Talent Management and Development
|
We believe superior human capital management is a key component to a high level of corporate performance. We are differentiated by our talent review process, leadership development, succession planning, mentoring programs, performance management process, coaching and feedback. Because we are committed to developing employees, we maintain robust learning programs through Voya’s Learning Center to help employees develop as they advance their careers and/or transition into different roles within Voya.
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We have a One Voya platform for talent evaluations, discussion, development plans and succession plans across all Voya businesses and functions. EC members, their leaders and HR business partners lead talent reviews at least annually across various teams resulting in succession plans for the top five layers across the company. We identify our very top performers to whom to offer additional education, training, and exposure opportunities (this includes the accelerated development of over 1,000 diverse employees).
• | Total Rewards & Wellness
|
Our Total Rewards offering is made up of the entire employee experience. It is delivered in the form of direct compensation (base salary, annual and/or long-term incentives), company-sponsored benefits (retirement savings; health and welfare plans; paid time off; and work-life balance programs) and development opportunities. We provide a robust Total Reward offering that is market-competitive and equitable in order to attract, retain, and motivate a talented and diverse workforce.
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Part II: Compensation MattersAgenda Item 2. An Advisory Vote to Approve Executive CompensationSection 14A of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) requires that shareholders be given the opportunity to cast an advisory vote on the compensation of our named executive officers, or “NEOs”. Our NEO compensation for 2020 is disclosed and discussed in detail below.
We believe that the success of our business is based on our ability to attract, retain and motivate the executive officers who determine our strategy and provide the leadership necessary to ensure we execute our business plan and drive long-term value creation for our shareholders. To support the achievement of these objectives, we focus our executive compensation programs on the principle of pay-for-performance. Consistent with this principle, our programs condition a significant portion of compensation our executives receive on the achievement of business and individual performance results.
Accordingly, the following resolution will be presented at our Annual Meeting:
RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.
This vote is only advisory and will not be binding on the Compensation and Benefits Committee of the board of directors, which is responsible for determining the compensation of our NEOs. The results of the vote will be taken into account, however, by our Compensation and Benefits Committee when considering our compensation policies and procedures. We have determined that this vote will occur annually and so the next advisory vote will take place at our 2022 Annual Meeting of Shareholders.
Board Recommendation: Our board of directors unanimously recommends that shareholders vote FOR the resolution approving the compensation paid to the Named Executive Officers.
COMPENSATION DISCUSSION AND ANALYSISThe Compensation Discussion and Analysis describes our compensation objectives and reviews compensation decisions for our NEOs. For 2020, our NEOs were as follows:
Rodney O. Martin, Jr.
| | | Chairman and Chief Executive Officer
| Michael S. Smith
| | | Vice Chairman and Chief Financial Officer
| Christine Hurtsellers
| | | Chief Executive Officer, Investment Management
| Charles P. Nelson
| | | Vice Chairman and Chief Growth Officer
| Margaret M. Parent(1)
| | | Former Executive Vice President and Chief Administrative Officer
|
(1)
| Ms. Parent left Voya effective January 31, 2021. |
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| Compensation Disclosure Roadmap
| | | | | | ✔
| | | Achieved strong organic growth in all of our segments, including a 7% increase in full service recurring deposits in Retirement compared with 2019; $8.4 billion in positive net flows (excluding divested annuities and sub-advisor replacements) in Investment Management; and a 7% increase in in-force premiums in Employee Benefits compared with 2019
| | | ✔
| | | Grew normalized adjusted operating earnings per share 14% compared with 2019
| | | ✔
| | | Further simplified our business to focus on serving workplace and institutional clients through the completion of the sale of our Individual Life and other legacy non-retirement annuities businesses, which closed on January 4, 2021
| | | | | | | | | | | |
✔
| | |
Adjusted the weightings of existing metrics +/-5% in the annual and long-term incentive plans to better reflect Voya’s business plan
| | | | | | | | | | | | | | | | | | | | | ✔
| | | Set target pay levels commensurate with sustained performance, external market data, the advice of the Compensation and Benefits Committee’s independent consultant, and the need to attract and retain high quality talent
| | | ✔
| | | Multiple factors are taken into consideration in determining actual pay, including the alignment of total pay opportunity and pay outcomes with Company and individual performance
| | | ✔
| | | Design pay programs to reward performance, mitigate risks and align with shareholder interests by having a significant portion composed of long-term incentive awards
| | | | | | | | | | | | | | | ✔
| | | A significant portion of the NEOs’ variable compensation is in equity, which strengthens the alignment of our executives’ compensation with our stock price
| | | ✔
| | | Payouts are aligned with our annual and long-term performance results
| | | ✔
| | | Annual incentive was funded at 96% of target based on performance of three measures (see page 28) | | | ✔
| | | 55% of long-term stock unit awards are PSUs that vest based on our relative total shareholder return over a 3-year period, therefore the payout of the PSUs is directly impacted by our stock price movements, and therefore strongly aligned with shareholder interests
| | | | | | | | | | | | | | | ✔
| | | Provide an appropriate balance of short- and long-term compensation, with payouts based on our stock price, overall financial performance and individual contribution
| | | ✔
| | | Follow practices that promote good governance and serve the interests of our shareholders, with a rigorous clawback policy, anti-pledging and anti-hedging policy, and robust stock ownership requirements
| | | ✔
| | | Subject NEOs to a non-compete agreement, the terms of which were thoughtfully designed and will help us retain top talent
| | | ✔
| | | The Compensation and Benefits Committee receives an annual report from the Chief Risk Officer on the compensation program risk review
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Voya 2024 Proxy Statement
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| Why you should approve our say-on-pay vote
| | | ✔
| | | Maintained strong business performance throughout the COVID-19 pandemic demonstrating good stewardship of shareholder capital with appropriate focus on managing risk and executing on key strategic priorities, including the sale of our Individual Life business
| | | ✔
| | | 2020 incentive payouts for our NEOs are aligned with overall Company performance
| | | ✔
| | | Pay practices are aligned with shareholder interests
| | | ✔
| | | Pay practices are tied to robust risk management and a strong corporate governance framework
| | | ✔
| | | No changes or adjustments to compensation of any Voya employee, including our executives
| |
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| How did we perform? | | | Donald C. Templin, Executive Vice President, Chief Financial Officer
Age: 60 |
| Achieved earnings per diluted share (“EPS”) growth.Experience
We achieved normalized adjusted operating earnings
Executive Vice President and Chief Financial Officer, Mr. Templin oversees Voya’s Finance organization as well as audit, strategy and corporate development, and continuous improvement. He joined Voya in November 2022. Mr. Templin has more than 30 years of $4.811 per diluted share, after tax.corporate finance experience and, prior to joining Voya, served as executive vice president and CFO of Marathon Petroleum from July 2019 until January 2021. He also previously held the CFO role at Marathon Petroleum from June 2011 through February 2015 and built out and led Marathon Petroleum’s entire finance organization following its separation from Marathon Oil. He concurrently served as CFO of MPLX LP (NYSE: MPLX), a diversified, large-cap master limited partnership formed by Marathon Petroleum, from October 2012 through February 2015. He returned to the CFO role at Marathon Petroleum in 2019 to, among other things, drive execution and synergy capture across the enterprise. Between his two CFO tenures at Marathon Petroleum, Mr. Templin held several leadership positions at both Marathon Petroleum and MPLX, including executive vice president—supply, transportation and marketing for Marathon Petroleum; president of MPLX; and president of Marathon Petroleum. Prior to joining Marathon Petroleum in 2011, Mr. Templin held a number of roles at PwC, including serving as a partner at the firm.
Strong organic growth
Education
Mr. Templin received a bachelor’s degree in accounting from Grove City College. |
| | | Brannigan Thompson, Executive Vice President, Chief Human Resources Officer Secretary
Age: 47 | Experience
Mr. Thompson was appointed as Executive Vice President, Chief Human Resources Officer in August 2023 and progressis responsible for Human Resources, Corporate Responsibility and Voya Foundation and directs a strategy aimed at building the organization’s human capital by attracting, retaining and developing world-class employees and incenting them to deliver superior performance. Mr. Thompson joined Voya predecessor company ING in advancing2000 and has held increasing positions of responsibility in the company’s workplaceUnited States, the United Kingdom and institutional client strategy. Allthe Netherlands. Prior to his current role, Mr. Thompson co-led Voya’s HR team. Previously, he was senior vice president, HR — Workplace, Corporate Functions and Talent & Leadership Development, during which time he was key to the creation and adoption of our businesses achieved significant organic growth in 2020. Retirement’s full service recurring deposits grew 6.9% in 2020. Investment Management achieved institutional net flowsVoya’s purpose and vision. Mr. Thompson has provided HR support for each of $8.4 billion. Employee Benefits’ annualized in-force premiums grew 6.7% in 2020.
Completed the sale of Individual Life.
We announced on January 4, 2021 that we had completed the sale of all of our Individual Life and other legacy non-retirement annuities businesses. This transaction accelerated deployable capital from our Individual Life business and further reduced the Company’s exposure to interest rate, credit and adverse mortality risks. The transaction completes a restructuring effort to exit capital-intensive retailVoya’s businesses and begins a new chapter in the Company’s future. Our simpler business mix will allow uscorporate functions. He has also led work and teams across various Voya HR functions ranging from talent and leadership development to fully focus on serving the workplaceperformance and institutional clients.
Maintained strong capital position and continuedrewards management. Prior to be good stewards of shareholder capital.
We maintained robust capital with proforma excess capital of $1.8 billion,joining ING, he was an executive compensation consultant for Towers Perrin, which is the amount above the company’s holding company liquidity targetnow Willis Towers Watson and branded as WTW.
Education
Mr. Thompson earned a bachelor’s degree in business administration/finance, with a minor in economics, from University of $200 million and estimated statutory surplus in excess of a 400% combined risk-based capital (RBC) ratio – the excess capital amount reflects both excess capital as of year-end 2020 and deployable capital resulting from the company’s sale of its Individual Life business, which closed on January 4, 2021. As of December 31, 2020 and on a proforma basis to reflect Voya’s sale of its Individual Life business, Voya’s estimated RBC ratio was 498%, well above our target of 400%. In 2020, we continued to provide value to shareholders by repurchasing $526 million of our common stock. Since our IPO and through year-end 2020, we had repurchased more than $6.5 billion of our common stock.North Carolina at Chapel Hill. 2.
| What did we change for 2020? |
We did not make any changes in 2020 in terms of compensation metrics used in our annual or long-term incentive plans, but we did change the weightings of all three of the existing metrics +/-5% in the annual incentive plan and two of the three weightings of the existing metrics +/-5% in the long-term incentive plan to better reflect Voya’s business plan.
|
Voya 2024 Proxy Statement | | | 31 |
1
| Normalized adjusted operating earnings as presented is a non-GAAP measure. Information regarding this non-GAAP financial measure, and a reconciliation to most comparable US GAAP measure, is provided in Appendix A. |
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| | | Performance objectives for each NEO are set at the beginning of the year and the results are assessed following the conclusion of each year
| | | | | | ✔
| | | Performance assessment of the CEO is conducted by the Compensation and Benefits Committee with input from all independent Directors and advice from the independent compensation consultant
| | | | | | ✔
| | | A majority of long-term incentive equity grants to our NEOs are in the form of PSUs and performance based options
| | | | | | ✔
| | | The Compensation and Benefits 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 clawbacks, including no-fault clawbacks in the case of a financial restatement
| | | What we don’t do
| | | | | | ❖
| | | No single trigger vesting of change in control benefits
| | | | | | ❖
| | | No liberal share recycling for shares used to satisfy tax withholding requirements or tendered in payment of an option exercise price
| | | | | | ❖
| | | No excise tax gross-up provisions
| | | | | | ❖
| | | No re-pricing of stock options permitted without shareholder approval
| |
3.
| How do we determine pay? |
Compensation Principles
The following principles help guide and inform the Compensation and Benefits Committee in delivering effective executive compensation programs that drive performance, mitigate risks and foster the attraction, motivation and retention of top leadership talent to enable us to execute our business plan and foster long-term value creation for our shareholders. To support the achievement of these objectives, we focus our executive compensation programs on the principle of pay-for-performance. Consistent with this principle, our programs condition a significant portion of the compensation our executives receive on the achievement of business and individual performance results. The mix of compensation components is intended to provide our NEOs with a competitive total compensation package that both rewards short-term results and drives long-term corporate performance that results in sustained value creation.
We urge shareholders to read the Compensation Discussion and Analysis section of this proxy statement, as well as the “Summary Compensation Table for Fiscal Year 2023” and related compensation tables and narrative appearing on pages 55 through 56 of this proxy statement, which provide detailed information on the Company’s compensation policies and practices and the compensation of our NEOs. Accordingly, the following resolution will be presented at our Annual Meeting: RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED. This vote is only advisory and will not be binding on the Compensation, Benefits and Talent Management Committee of the Board, which is responsible for determining the compensation of our NEOs. The results of the vote will be taken into account, however, by the Committee when considering our compensation policies and procedures. We have determined that this vote will occur annually, and so the next advisory vote will take place at our 2025 Annual Meeting of Shareholders. Board Recommendation: Our Board unanimously recommends that shareholders vote FOR the resolution approving the compensation paid to the NEOs. COMPENSATION DISCUSSION AND ANALYSIS The Compensation Discussion and Analysis describes our compensation objectives and reviews compensation decisions for our NEOs. For 2023, our NEOs were as follows: Heather Lavallee | | | President and Chief Executive Officer | Donald Templin | | | Executive Vice President, Chief Financial Officer | Rodney O. Martin, Jr.(1) | | | Executive Chairman | Christine Hurtsellers(2) | | | Chief Executive Officer, Investment Management | Rob Grubka | | | Chief Executive Officer, Workplace Solutions |
Kevin Silva(3) | | | Former Executive Vice President, Chief Human Resources Officer |
(1)
| As previously announced, Mr. Martin retired from Voya on February 29, 2024. |
(2)
| As previously announced, Ms. Hurtsellers has transitioned to the role of strategic advisor until her retirement later this year. |
(3)
| Mr. Silva’s employment with Voya was terminated on November 30, 2023. In accordance with the terms of Voya’s Severance Plan for Senior Managers, Mr. Silva’s termination is a qualifying termination without cause. Mr. Silva is included in this Compensation Discussion & Analysis as a former executive officer pursuant to SEC rules. |
Voya 2024 Proxy Statement | | | 34 |
TABLE OF CONTENTS CEO Succession We successfully completed our leadership transition in 2023. On January 1, 2023, Heather Lavallee became our CEO and Rodney O. Martin, Jr. assumed the role of Executive Chairman. On February 29, 2024, Mr. Martin’s Executive Chairman role concluded and Mr. Martin has retired from the Company. Voya’s executive compensation practices played an especially important role as a means to position the Company for ongoing operational and financial success and to maximize long-term shareholder value during this transition. 2023 Business Highlights The Company recorded $589 million, or $5.42 per diluted share, in full-year 2023 net income available to common shareholders and $763 million, or $7.02 per diluted share, in full-year 2023 after-tax adjusted operating earnings. In 2023, the Company generated approximately $800 million of excess capital, in line with our track record of generating free cash flow of over 90% of after-tax adjusted operating earnings. During the year, the Company also deployed approximately $1.3 billion of excess capital to drive further shareholder value. For additional information highlighting our 2023 business results, please see the discussion of individual NEO accomplishments starting on page 45. Adjusted operating earnings is a non-GAAP measure. See Exhibit A regarding Non-GAAP Financial Measures. Shareholder Outreach Voya has had a long history of shareholder support and positive outcomes on our say-on-pay votes, which include 95.5% and 93.3% support received in 2022 and 2021, respectively. We were disappointed in our 2023 say-on-pay outcome for which we received only 59.7% support. The Company and the Compensation, Benefits and Talent Management Committee undertook additional steps beyond our typical extensive outreach efforts to understand our shareholders’ concerns and make responsive changes to our executive compensation program which are summarized below. We extended meeting invitations to 30 shareholders, representing approximately 75.2% of our outstanding shares, and met with 100% of those who requested to meet with us, including 14 shareholders representing approximately 40% of our outstanding shares. Prior to our 2023 annual meeting, we also offered the participation of the Chair of the Compensation, Benefits and Talent Management Committee, heard feedback on the value of this option for active dialogue, and will continue to follow this best practice going forward. The discussions were robust and the perspectives we heard were diverse. The feedback we received was shared with the full Board. The highlights of our discussions in response to the result of our 2023 say-on-pay vote, and our subsequent shareholder outreach, are summarized below. Importance of alignment between CEO pay and relative total shareholder return (TSR) performance | | | ✔ | | | We are committed to the alignment between CEO pay and relative TSR. We accomplish this by regularly reviewing our results in relation to proxy advisory firm pay for performance methodology, as well as designing our incentive compensation plans such that payouts correlate to shareholder value creation. | | | ✔ | | | To reinforce alignment of CEO pay with Voya’s TSR performance, our CEO’s performance stock unit award includes a 3-year relative TSR performance metric, which is weighted 50%. | | | ✔ | | | Additionally, payout on the relative TSR component of the PSUs is capped at target if Voya’s absolute TSR is negative. | | | ✔ | | | The portfolio of additional performance metrics included in our annual cash incentive plan and ultimately deliver shareholder value. Attract and retain talent: our success depends on the talents of our employees. Our compensation program needslong-term incentive plan are intended to be market-competitive in order to attract and retain a talented and diverse workforce. We regularly review peer group compensation data to inform competitive and reasonable compensation decisions to help grow and sustainleading indicators of shareholder value creation.
| | | ✔ | | | All long-term incentives are stock-based, with the underlying realizable value based on our business in a changing and challenging environment.share price performance. Pay for performance: a significant portion of the annual compensation of our executive officers should vary with annual business performance and each individual’s contribution to that performance. The performance metrics and goals are reviewed and challenged by the Compensation and Benefits Committee before they are approved and the goals are rigorous and challenging to motivate and reward stretch performance.
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Voya 2024 Proxy Statement | | | 35 |
TABLE OF CONTENTS Provide greater disclosure on limited use and structure of one-time PSU awards | | | ✔ | | | One-time awards for NEOs are not a common practice for us and have only been used a handful of times in Voya’s history. | | | ✔ | | | The one-time awards granted in 2022 were used to incentivize the CEO-elect, stabilize and align the management team and accelerate the build of a meaningful equity position. As discussed more fully in supplements filed with our 2023 proxy statement and feedback from shareholders: we believe transparency to shareholders relating to our executive compensation program is essential. We are continuously improvingsummarized in this CD&A, the disclosure of our programs for shareholders to have enough information and context to assess the effectiveness of our programs. We proactively engage with shareholders and take actions to improve our compensation programs based on feedback from shareholders. Integrate risk management and compensation: risk management and clawback policies need to be robust to deter imprudent risk taking. We conduct a rigorous annual review of the features of our compensation program that guard against excessive risk-taking.
The following table presents the principal elements of the compensation programs that applied to our NEOs for 2020. The elements of compensationawards were designed to align with shareholder interests through its multi-year attainment and vesting features and aggressive share price hurdles. This CD&A includes updates about the interim performance achievement during the completed fiscal year. Please see discussion starting on page 50.
| | | ✔ | | | No one-time or special awards were granted to NEOs during 2023, and no such awards are currently under consideration by the Compensation, Benefits and Talent Management Committee. | | | ✔ | | | Voya commits to using one-time awards for any NEOs sparingly. If we do so, we will similarly design such awards with performance and vesting features that align with long-term shareholder interests and provide complete and transparent disclosure about such awards. | Consider compensation peer group changes to ensure the peer group is appropriate and revisit more frequently | | | ✔ | | | We have assessed our compensation peer group as part of our regular practice. This includes reviewing size of comparable companies, among other business factors. | | | ✔ | | | We are transitioning from a variety of fixedbi-annual peer review process to an annual review process. | | | ✔ | | | For 2024, we removed Athene Holding Limited and variable compensation relatedadded CNO Financial Group, Inc. to the achievementpeer group. As a result of this change, Voya will be more competitively positioned from a revenue and market cap size perspective within the peer group. | Greater disclosure on features of compensation program | | | ✔ | | | We have strengthened and simplified the CD&A to provide comprehensive information for shareholders, including clear summaries of the 2023 performance year compensation, as well as the Company’s short-termannual cash incentive and long-term objectives.incentive plans. | | ✔ | | | With respect to the annual cash incentive awards, we provide detailed disclosure with respect to the financial metrics and goals (which are weighted 85%) and individual performance highlights (which are qualitatively assessed). | | | ✔ | | | We also provide disclosure of key categories of strategic indicators (which are collectively weighted 15%), with results reflected in the performance assessments of each NEO (see discussion starting on page 45). The individual strategic goals and associated quantitative targets, which seek to be rigorous, are not disclosed because they relate to our internal business objectives, and external disclosure would result in competitive harm. However, the indicators align with metrics that we periodically share with investors on our quarterly earnings calls. We believe that strong execution of the strategic indicators will be reflected in our overall profitability and return on equity. | | | ✔ | | | With respect to PSU awards, we forward disclose the full performance range and payout opportunity for the relative TSR performance metric (which is weighted 50% at the outset of the performance period). Additionally, payout on the relative TSR component of the PSUs is capped at target if Voya’s absolute TSR is negative. We also forward disclose the three-year financial metrics (which are collectively weighted 50%) and payout opportunity. We do not forward disclose the target goals for each financial metric because they may be indirectly viewed as forward-looking guidance. However, we will continue to provide complete and transparent disclosure of the target, threshold and maximum performance goals, achievement level and corresponding payout following completion of the performance period. |
andVoya 2024 Proxy Statement | | | 36 |
Forfeiture
| | | 2020 Actions
| | | Fixed
| | | Base salary
| | | Cash
| | | Individual performance goals
| | | Compensates NEOs for the day-to-day services performed for the Company. Attracts and retains talented executives with competitive compensation levels.
| | | No
| | | Base salary largely remained consistent with 2020.
| | | Variable
| | | Annual cash incentive compensation | | | Cash
| | | Adjusted Operating Earnings (50%)
Adjusted Operating Return on Allocated Capital (35%)
Strategic Indicators (15%)
| | | Motivates executives to achieve performance goals selected based on the Company’s annual business plan.
Promotes differentiation of pay based on business and individual performance and rewards executives for attaining annual objectives.
| | | Yes
| | | Performance was at target for Adjusted Operating Return on Allocated Capital & Strategic Indicators and slightly below target for Adjusted Operating Earnings resulting in a 96% funding.
| |
TABLE OF CONTENTS Key 2023 Compensation Actions The primary elements of our total direct compensation program for the NEOs and a summary of the actions taken by the Committee with respect to 2023 are set forth below. | | | | Long-term equity-based incentive compensation—
granted based upon prior year performance and other factors
| | | Performance Stock Units
| | | Forward-looking performance vesting conditions for the 2020-2022 period:
Adjusted Operating Return on Equity (20%)
Adjusted Operating Earnings Per Share (30%)
Relative Total Shareholder Return vs. Compensation Peer Group (50%)
| | | Equity-based compensation helps to create a culture focused on long-term value creation and share ownership, and is used to retain executive talent.
| | | Yes
| | | Performance for the 2018-2020 period was above target, resulting in payout of 150% of target for the stock units (see page 39). | | | | | | | | | Restricted Stock Units
| | | | | | | | | Yes
| | | | | | Benefits and Perquisites
| | | Retirement, deferral and health and welfare programs
| | | | | | | | | Addresses retirement savings and health insurance needs of executives with competitive benefits programs. Aligns with our philosophy of attracting and retaining talented individuals.
| | | No
| | | | | | | | | Perquisites and other benefits
| | | | | | | | | Aligns with our approach of attracting and retaining talented individuals by offering limited perquisites and other benefits similar to those provided by peer companies.
| | | No
| | | Incentive
Type | | | Compensation
Element | | | Form of
Compensation | | | Performance
Metric | | | Objective/Purpose | | | Subject to
Clawback
and
Forfeiture | | | Key 2023
Actions and
Outcomes |
Fixed | | | Base salary | | | Cash | | | | | | Compensates NEOs for the day-to-day services performed for the Company. Attracts and retains talented executives with competitive compensation levels. | | | Yes | | | Base salary adjustments made for Ms. Lavallee and Mr. Martin in connection with their changed roles and responsibilities. | Variable | | | Annual cash incentive compensation | | | Cash | | | Adjusted Operating Earnings (50%)
Adjusted Operating Return on Allocated Capital (35%)
TABLE OF CONTENTS
Why we use these performance metrics
We believe the performance metrics in our compensation program are appropriate to motivate ourStrategic Indicators, with quantitative measures (15%)
| | | Motivates executives to achieve outstanding short-term resultsperformance goals selected based on the Company’s annual business plan.
Pay differentiation based on business and at the same time, help build long-term valueindividual performance. | | | Yes | | | Performance was below target for shareholders. We describe why we use these metrics in detail below. Adjusted Operating Earnings and Adjusted Operating Earnings per Share We believe these metrics indicate the financial performance of the total CompanyReturn on Allocated Capital and the underlying profitability factors, and exclude items that are not indicative of ongoing trends. In particular, these metrics exclude the effect of period-to-period volatility that can be caused by DAC/VOBAabove target for Strategic Indicators, resulting in an 82% funding level.
| Variable | | | Long-term equity-based incentive compensation— granted based upon prior year performance and other intangibles unlocking that are not indicative of our ongoing performance. We measure EPSfactors | | | Performance
Stock Units (PSUs) weighted 55%
Restricted Stock Units (RSUs) weighted 45% | | | PSUs have forward-looking performance vesting conditions for the 2024-2026 period based on an absolute basis to minimize the complications associated with relative EPS, such as having to adjust peer companies’ EPS for exclusions. Adjusted Operating Earnings and Adjusted Operating Earnings per Share are non-GAAP financial measures. See Exhibit A—Non-GAAP Financial Measures.following metrics:
Relative Total Shareholder Return versus(TSR) vs. Compensation Peer Group (50%)
This metric provides
Adjusted Operating Earnings Per Share (EPS) (30%)
Adjusted Operating Return on Equity (ROE) (20%)
| | | Equity-based compensation helps to create a culture that is focused on long-term value creation and enables retention of share ownership, and is used to retain executive talent.
PSUs are subject to 3-year cliff-vesting.
RSUs vest annually in three equal installments.
We forward disclose the relative TSR goals but do not forward disclose the Adjusted Operating Return on Equity and Adjusted Operating Earnings Per Share goals; however, we will provide complete and transparent disclosure after completion of the performance measureperiod. | | | Yes | | | Performance for the 2021-2023 period was above target for Adjusted Operating ROE and Adjusted Operating EPS but below target on relative TSR, resulting in payout of 85% of target for the PSUs granted in 2021. | Variable | | | 2022 One-Time Award in connection with leadership transition | | | Performance Stock Units (weighted 80% for CEO; 70% for non-CEO grantees)
Restricted Stock Units (weighted 20% for CEO; 30% for non-CEO grantees) | | | PSUs have six stock price vesting hurdles ranging from $69.10/share to our program$119.10/share (2x the grant price of $59.55/share), measured over a 3- year performance period.
CEO RSUs cliff-vest on July 1, 2025; non-CEO RSUs vest ratably in three annual tranches over three years. | | | The one-time award was intended to focus then CEO-elect, Heather Lavallee, on achieving business objectives resulting in stock price appreciation, retain the executive team over the next three years, and provides a direct correlation between total shareholder return resultshelp build meaningful stock ownership. The PSUs were designed to specifically incentivize significant and our compensation decisions, which strengthenssustained stock price performance. | | | Yes | | | The first stock price vesting hurdle of $69.10/share was achieved in 2023; however, the alignment of pay-for-performance outcomes with shareholder interests.earned PSUs will vest on June 30, 2025, subject to continued employment. | |
Voya 2024 Proxy Statement | | | 37 |
TABLE OF CONTENTS 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 on 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: Adjusted Operating Earnings We believe that this earnings-based metric indicates the financial performance of the total Company and the underlying profitability factors and excludes items that are not indicative of ongoing performance. Adjusted Operating Earnings is a non-GAAP financial measure. See Exhibit A — Non-GAAP Financial Measures. Adjusted Operating Return on Allocated Capital We introduced this metric into our compensation program in 2018 to allow for a more diverse set of compensation metrics which we believe better reflect our overall financial health and performance. We believethat the returnAdjusted Operating Return on allocated capitalAllocated Capital metric focuses our leaders and employees on achieving competitive returns on the capital allocated to our businesses and rewards them accordingly. Adjusted Operating Return on Allocated Capital is a non-GAAP financial measure. See Exhibit A—A — Non-GAAP Financial Measures. Strategic Indicators The strategic indicators are a portfolio of 13 quantitative indicators. The indicators are key metrics that drive financial performance and provide indications of current and future growth or net profit trajectories, such as growth in net flows or in-force premium growth, integration objectives related to our acquisitions of AllianzGI and Benefitfocus, and efficiency gains. The indicators align with metrics that we periodically share with investors on our quarterly earnings calls. We believe that, taken together, these are useful compensation measures as they align compensation decisions with measures and strategies that contribute to the achievement of our profitability and ROE goals. Long-term Equity-based Incentive Compensation: Relative Total Shareholder Return (TSR) versus Compensation Peer Group This TSR metric provides a measure of relative performance to our program and a direct correlation between total shareholder return results and our compensation decisions, which strengthens the alignment of pay-for-performance outcomes with shareholder interests. Our peer group is periodically updated to be current with how investors view relative performance. Adjusted Operating Earnings per Share (EPS) We believe that this earnings-based metric indicates the financial performance of the total Company and the underlying profitability factors and excludes items that are not indicative of ongoing performance. We measure EPS on an absolute basis to minimize the complications associated with relative EPS, such as having to adjust peer companies’ EPS for exclusions. Adjusted Operating Earnings per Share is a non-GAAP financial measure. See Exhibit A — Non-GAAP Financial Measures. Adjusted Operating Return on Equity (ROE) Adjusted Operating ROE excludes the effect of period-to-period volatility that can be caused by DAC/VOBA and other intangibles unlocking that are not indicative of the financial performance of our and the underlying profitability factors. We believe that Adjusted Operating ROE is a good metric by which to measure management’s performance and base compensation decisions because it indicatesmeasures the underlying financial performanceearnings contributions of all our ongoing business while excluding itemssegments, including Corporate, which drives excess capital that are not indicative of ongoing trends.can be used to invest in our businesses or for share repurchases leading to future EPS growth. Importantly, it measures how effectively we use equity capital in our ongoing business and hence is directly aligned with shareholder interests. With the closing of the Closed Block Variable Annuities and fixed and fixed indexed annuity businesses, we changed the definition ofcapital. Adjusted Operating Return on Equity to be simpler and more consistent with how others in our industry define ROE. Adjusted Operating Return on EquityROE is a non-GAAP financial measure. See Exhibit A—A — Non-GAAP Financial Measures.
Strategic Indicators
The strategic indicators are a portfolio of indicators that drive growth and margin expansion. The indicators include net flows growth, in-force premium growth and cost savings from our strategic investment program. We believe, taken together, these are useful compensation measures as they aligned compensation decisions with measures and strategies that contributed to the achievement of our ROE goal.
-30-Voya 2024 Proxy Statement | | | 38 |
TABLE OF CONTENTS 2023 NEO Compensation The following table shows the base salary actually earned during 2023 as well as annual cash incentives paid and equity awards granted to our NEOs in first quarter 2024 for the 2023 performance year. Ms. Lavallee | | | $950,000 | | | $1,752,750 | | | $3,918,750 | | | $3,206,250 | | | $7,125,000 | | | $9,827,750 | Mr. Templin | | | $800,000 | | | $1,246,400 | | | $1,650,000 | | | $1,350,000 | | | $3,000,000 | | | $5,046,400 | Mr. Martin(1) | | | $1,025,000 | | | $1,891,125 | | | $4,228,125 | | | $3,459,375 | | | $7,687,500 | | | $10,603,625 | Ms. Hurtsellers | | | $625,000 | | | $1,537,500 | | | $1,289,063 | | | $1,054,688 | | | $2,343,750 | | | $4,506,250 | Mr. Grubka | | | $650,000 | | | $1,599,000 | | | $1,126,125 | | | $921,375 | | | $2,047,500 | | | $4,296,500 | Former Executive Officer | | | | | | | | | | | | | | | | | | | Mr. Silva(2) | | | $540,833 | | | $554,354 | | | — | | | — | | | — | | | $1,095,187 |
(1)
| Mr. Martin’s compensation is set by a pre-existing employment contract, pursuant to which Mr. Martin’s base salary was reduced by 15% in connection with his transition from CEO to Executive Chairman, effective January 1, 2023. Please see discussion in “Employment Agreements” on page 68. |
(2)
| Mr. Silva’s employment was terminated on November 30, 2023. In accordance with the terms of Voya’s Severance Plan for Senior Managers, Mr. Silva’s termination is a qualifying termination without cause, and he was therefore eligible for severance payments and benefits. Amounts shown reflect prorated amounts for Mr. Silva’s 2023 employment and do not include severance payments and benefits. Please see discussion and tables in “Summary Compensation Table” on page 55 and “Potential Payments upon Termination or Change in Control” on page 69. |
The information contained in this supplemental table differs substantially from the total direct compensation information contained in the “Summary Compensation Table” for 2023 because the stock awards and option awards columns for a particular year in the “Summary Compensation Table” report awards actually granted in that fiscal year (not equity awards granted in respect of the preceding performance year). For example, for 2023, the “Summary Compensation Table” includes awards made in February 2023 in respect of the 2022 performance year but does not include awards made in February 2024 in respect of the 2023 performance year. On the other hand, the information presented above includes stock-based grants made in February 2024 in respect of the 2023 performance year and not the stock-based grants made in February 2023 in respect of the 2022 performance year. The table above is not intended to be a substitute for the reporting of compensation in accordance with SEC rules as shown in the 2023 Summary Compensation Table beginning on page 55. 2023 Executive Compensation Structure and Pay Mix is Aligned with Performance Approximately 90% of the total compensation delivered to our CEO and 88% delivered to our other NEOs (excluding Mr. Silva, who is a former executive officer) in 2023 was variable. By variable, we mean that there is no guarantee that executives will actually realize the originally intended “target” compensation values. This variable feature demonstrates management’s alignment with shareholders’ interests, as the delivery of the variable compensation is dependent on performance, including our stock price. We believe that the mix of compensation, the allocation between cash and equity, the time horizon between short-term and long-term, and the differentiation between fixed and variable compensation collectively provide appropriate incentives to motivate near-term performance, while providing significant incentives to keep executives focused on longer-term corporate goals that drive shareholder value. Voya 2024 Proxy Statement | | | 39 |
TABLE OF CONTENTS Our Executive Compensation Philosophy The following principles help guide and inform the Compensation, Benefits and Talent Management Committee in delivering effective executive compensation programs that drive performance, mitigate risks and foster the attraction, motivation and retention of top leadership talent to enable us to execute our business plan and ultimately deliver shareholder value. Attract and retain talent | | | Our success depends on the quality of our executive team. Our compensation program needs to be market-competitive in order to attract and retain a talented and diverse workforce. We regularly review peer group compensation data to inform competitive and reasonable compensation decisions to help grow and sustain our business in a changing and challenging environment. | Pay for performance | | | A significant portion of the annual compensation of our executive officers should vary with annual business performance and each individual’s contribution to that performance. The performance metrics and goals are reviewed and challenged by the Compensation, Benefits and Talent Management Committee before they are approved, with the objective of making the goals rigorous and challenging to motivate and reward stretch performance. | Transparency with and feedback from shareholders | | | We believe that transparency with shareholders relating to our executive compensation program is essential. We are continuously improving the disclosure of our programs to provide enough information and context for shareholders to assess the effectiveness of our programs. We proactively engage with shareholders and take actions to improve our compensation programs based on feedback from shareholders. | Integrate risk management into compensation | | | Risk management and clawback policies need to be robust to deter imprudent risk taking. We conduct an annual review of the features of our compensation program that guard against excessive risk-taking. |
Compensation Governance We are committed to good compensation governance, which we believe promotes the long-term interests of our shareholders, fosters sustained business success, and strengthens Board and management accountability. We have the following practices in place to promote the long-term interests of our shareholders. ✔ Significant percentage of target annual compensation delivered in the form of variable compensation tied to performance.
✔ Long-term objectives are aligned with the creation of shareholder value.
✔ Performance assessment of the CEO is conducted by the Compensation, Benefits and Talent Management Committee with input from all independent directors and advice from the Committee’s independent compensation consultant.
✔ A majority of long-term incentive equity grants to our NEOs are in the form of performance share units (PSUs).
✔ The Compensation, Benefits and Talent Management Committee’s independent compensation consultant performs services only for the Committee.
✔ Executive perquisites are limited and do not include tax gross-ups.
✔ Executives are subject to a rigorous clawback policy that exceeds the NYSE listing requirements.
✔ Compensation programs do not encourage excessive risk-taking.
✔ Robust stock ownership guidelines. | | | ✘ No automatic single-trigger acceleration of equity awards on a change in control transaction.
✘ No “liberal share recycling” or dividends / dividend equivalent rights for stock options or stock appreciation rights.
✘ No excise tax gross-up provisions.
✘ No re-pricing of stock options or stock appreciation rights permitted without shareholder approval.
✘ No hedging or pledging of Voya securities is permitted under Company policy. |
Voya 2024 Proxy Statement | | | 40 |
TABLE OF CONTENTS Participants in the Process to Determine Compensation Compensation, Benefits and BenefitsTalent Management Committee and the Board The Committee is responsible to our boardBoard for: evaluation of corporate goals and objectives relevant to the compensation of our NEOs as well as individual goals and objectives relevant to the compensation of our CEO;
evaluation of the competitiveness of each NEO’s total compensation package based on market data and each executive’s experience;
review and approval of the CEO’s compensation based on an evaluation of the CEO’s performance in light of goals and objectives that were approved by the Committee; and
approval of any change to the total compensation package of NEOs, including base salary, annual incentive awards and long-term incentive awards.
| ▪ | Evaluation of corporate goals and objectives relevant to the compensation of our NEOs as well as individual goals and objectives relevant to the compensation of our CEO; |
| ▪ | Evaluation of the market competitiveness of each NEO’s total compensation package based on market data and each executive’s experience and contributions; |
| ▪ | Review and approval of the CEO’s compensation based on an evaluation of the CEO’s performance in light of goals and objectives that were approved by the Compensation, Benefits and Talent Management Committee; |
| ▪ | Approval of any change to the total compensation package of NEOs, including base salary, annual cash incentive awards and long-term equity incentive awards; and |
| ▪ | Review and oversight of the Company’s strategies relating to talent management. |
For the CEO, the Compensation, Benefits and BenefitsTalent Management Committee also receives input from all of the independent Directorsdirectors in assessing CEO performance and reviewing CEO compensation. Chief Executive Officer
Within the framework of the compensation programs approved by the Compensation and Benefits Committee and based on evaluation of individual performance and potential as well as review of market competitive positions, our CEO recommends the level of base salary, the annual incentive award and the long- term incentive award value for the other NEOs. The Compensation and Benefits Committee reviews and discusses our CEO’s recommendations and approves any compensation changes affecting our NEOs as it determines in its sole discretion.
Compensation Consultant
The Compensation and Benefits Committee has retained Pay Governance LLC (“Pay Governance”) to serve as its independent executive compensation consultant. Pay Governance regularly attends Committee meetings and assists and advises the Committee in connection with its review of executive compensation policies and practices. In particular, Pay Governance provides market data, trends and analysis regarding our executive compensation in comparison to its peers to assist the Committee in its decision-making process. The Committee reviews and confirms the independence of Pay Governance on an annual basis. Pay Governance doesChief Executive Officer | | |
| | | Within the framework of the compensation programs approved by the Compensation, Benefits and Talent Management Committee and based on evaluation of individual performance and potential as well as review of market competitive positions, our CEO recommends the level of base salary, the annual cash incentive award and the long-term equity incentive award value for the other NEOs. The Committee reviews and discusses our CEO’s recommendations and approves any compensation changes affecting our NEOs as it determines in its sole discretion. | | | | | | | | Independent
Compensation Consultant | | |
| | | The Compensation, Benefits and Talent Management Committee retained Pay Governance LLC (Pay Governance) to serve as its independent executive compensation consultant until October 2023. Effective November 2023, the Committee appointed Frederic W. Cook & Co., Inc. (FW Cook) as its new independent executive compensation consultant.
During its appointment, Pay Governance regularly attended Committee meetings and assisted and advised the Committee in connection with its review of executive compensation policies and practices. Pay Governance provided market data, trends and analysis regarding our executive compensation in comparison to our peers to assist the Committee in its decision-making process. The Committee reviewed and confirmed the independence of Pay Governance. Pay Governance did not perform any other work for management.
Starting in the fall of 2023, FW Cook has been providing and is expected to continue to provide a similar scope of services during 2024. The Committee has reviewed and confirmed the independence of FW Cook and will do so on an annual basis. FW Cook has not performed any other work for management. |
Evaluating Market Competitiveness The Compensation, Benefits and BenefitsTalent Management Committee has established a comparison group of peer companies, with the assistance and advice of the Company’s management and Pay Governance. The Compensation and Benefits 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 Compensation and Benefits 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 company’scompanies’ market capitalization and various other factors, including the revenues, workforce size and assets under management or assets under administration of potential member companies.companies, and ensures that the group is consistent with how investors assess relative performance. Voya 2024 Proxy Statement | | | 41 |
TABLE OF CONTENTS The Compensation and Benefits Committee reviewsintends to review the comparison group periodicallyannually to ensure the relevance of the group and reflectto evaluate any changes in the Company’s own business mix as well as those of the peer companies. TABLE OF CONTENTS
For 2020,2023, the comparison group of companies considered by the Compensation and Benefits Committee (the “Comparison Group”)(Comparison Group) for competitive data for all of our NEOs was the same as the 2022 Comparison Group and included the following companies: | ▪ | Ameriprise Financial, Inc. |
| ▪ | Equitable Holdings, Inc. |
| ▪ | Franklin Resources, Inc. |
| ▪ | The Hartford Financial Services Group, Inc. |
| ▪ | Northern Trust Corporation |
| ▪ | Principal Financial Group, Inc. |
| ▪ | Prudential Financial, Inc. |
| ▪ | T. Rowe Price Group, Inc. |
Ameriprise Financial, Inc.
The 2024 Comparison Group will be the same as the 2023 Comparison Group, except that we removed Athene Holding Companyas a result of its merger with Apollo Global Management, Inc. and added CNO Financial Group. Eaton Vance Corp.*
Equitable Holdings, Inc.
The Hartford Financial Services Group, Inc.
Invesco Ltd.
Legg Mason, Inc.*
Lincoln National Corp.
Manulife Financial Corp.
MetLife, Inc.
Principal Financial Group, Inc.
Prudential Financial, Inc.
Sun Life Financial Inc.
T. Rowe Price Group, Inc.
Unum Group
*
| Due to the acquisition of certain of the Comparison Group companies by third parties in 2020 and 2021, we anticipate that Legg Mason and Eaton Vance will be removed from the Comparison Group for purposes of future compensation assessments. |
Surveys and competitive dataCompetitive Data As part of its 20202023 compensation review, the Compensation, Benefits and BenefitsTalent Management Committee also considered compensation data provided by a number of surveys and sources to determine the relative competitiveness of compensation programs as well as competitive levels of pay. These surveys included a diversified study of executive compensation in the insurance industry prepared by Willis Towers Watson (which we refer to as the “Willis(Willis Towers Watson Survey”)Survey) and a survey of investment management companies prepared by McLagan (the “McLagan Survey”)(McLagan Survey), a consulting firm that provides market pay and performance information in the financial services industry. The Compensation and Benefits Committee takes into consideration the Willis Towers Watson Survey and the McLagan Survey when making decisions on base salary, annual cash incentive and long-term equity incentive opportunities for NEOs except the CEO. For the CEO, the Compensation and Benefits Committee solely takes into consideration proxy data of the Comparison Group. TABLE OF CONTENTS
4. How did we pay for performance?
Pay Mix Shows Significant Variable Pay. Approximately 91% The identity of the total compensation deliveredindividual companies comprising the survey data is disclosed to our CEO and 85% delivered to our other NEOsthe Committee in 2020 is variable. By variable, we mean there is no guarantee that executives will actually realize the originally intended “target” compensation values. This variable feature demonstrates management’s alignment with shareholders’ interests as the delivery of the variable compensation is dependent on performance, including our stock price performance.
its evaluation process. Determination of 20202023 Compensation In late 2022 and early 2020,2023, the Compensation, Benefits and BenefitsTalent Management Committee met multiple times to consider the compensation opportunity that would be provided to the Company’s NEOs and other senior executives during 2020.2023. These considerations included an assessment of the Company’s compensation practices and compensation packages against those of the Comparison Group including, in particular, an assessment of the total target compensation opportunity for each NEO. In late 2023 and early 2024, the Committee met multiple times to evaluate the Company’s and individual performance in order to determine 2023 compensation. In addition, the Compensation and Benefits Committee considered the vote result of our say-on-pay proposal in 20202023 and took into account the outcome of the vote in reviewing our executive compensation programs and policies. Shareholders voted 96% in favor of the Company’s Say on Pay proposal on executive compensation (based on shares voted). The Compensation and Benefits Committee considered the vote to be an endorsement of the Company’s executive compensation programs and policies, and took into account the outcome of the vote in reviewing those programs and policies. Following the review, the Compensation and Benefits Committee also established, for purposes of the NEOs’ annual cash incentive awards opportunities, performance measures and targets that would apply for the 2020 performance year.Voya 2024 Proxy Statement | | | 42 |
TABLE OF CONTENTS Base salary Base salary for the NEOs in 2020 stayed largely consistent with 2019 base salary. Mr. Martin’s salary is set in accordance with his employment agreement. The 2023 base salary for our other NEOs was reviewed taking into account several factors, including the NEO’sNEOs’ experience, the NEO’s responsibilities, the NEO’s 20192022 performance, the NEO’s 20192022 base salary and the competitiveness of that base salary as compared to internal peers and similarly situated executives at companies that compete with us for executive talent. Intalent within the case of Mr. Smith, Ms. Hurtsellers, Mr. NelsonComparison Group and Ms. Parent, this included consideration of executive compensation paid by certain companies includedthe survey data. Based on these criteria, the NEOs’ 2023 annual base salaries are set forth in the Comparison Group. The base salaries of Messrs. Smith and Nelson and Mss. Hurtsellers and Parent were unchanged from their respective 2019 salaries.
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Ms. Lavallee(1) | | | $835,000 | | | $950,000 | | | 14% | Mr. Templin | | | $800,000 | | | $800,000 | | | No change | Mr. Martin(2) | | | $1,200,000 | | | $1,025,000 | | | (15%) | Ms. Hurtsellers | | | $625,000 | | | $625,000 | | | No change | Mr. Grubka(3) | | | — | | | $650,000 | | | — | Former Executive Officer | | | | | | | | | | Mr. Silva(4) | | | — | | | $540,833 | | | — |
(1)
| Ms. Lavallee’s 2023 base salary was increased in connection with her promotion to CEO. |
(2)
| Mr. Martin’s 2023 base salary was reduced in connection with his transition to Executive Chairman. |
(3)
| Mr. Grubka was not an NEO in 2022. |
(4)
| Mr. Silva was not an NEO in 2022. His employment was terminated on November 30, 2023; the base salary shown is the prorated 2023 amount. In accordance with the terms of Voya’s Severance Plan for Senior Managers, Mr. Silva’s termination is a qualifying termination without cause. |
Annual cash incentive compensation 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 20202023 annual cash incentive compensation awards are to the annual cash incentive compensation amounts that were paid to NEOs in March 2021,2024, which were designed to recognize individual Company and business unitCompany performance during 2020.2023. As described in more detail below, an NEO’s annual cash incentive award is determined after taking into account the performance of the Company under several financial measures relative to quantitative goals set forth at the beginning of the fiscal year and based on a qualitative assessment of individual performance and other factors considered relevant by the Compensation, Benefits and BenefitsTalent Management Committee. Voya 2024 Proxy Statement | | | 43 |
TABLE OF CONTENTS The Compensation, Benefits and BenefitsTalent Management Committee determined 20202023 annual cash incentive compensation for our NEOs by applying a multi-step process:
Each of these steps is described in more detail below: Step 1: Establishment of Annual Cash Incentive Compensation Target Opportunity and Maximum Award.Opportunity. Each NEO’s 20202023 target annual cash incentive opportunity was originally determined under the terms of their respective employment agreement or offer letter, and reviewed by the Compensation, Benefits and BenefitsTalent Management Committee in early 20202023 or in connection with their promotion, with reference to the compensation amount publicly disclosed by the Comparison Group to assess competitiveness. The target and maximum annual cash incentive amounts were considered as one element of our NEOs’ overall total direct compensation opportunity,opportunities, and, based in part on this review, total direct compensation opportunities were set with reference to median total target compensation as reflected in the comparative data. TargetThe target 2023 annual cash incentive award opportunities for the NEOs, in 2020, as a percentage of 2023 base salary, were as follows:
Ms. Lavallee | | | $950,000 | | | $2,137,500 | | | 225% | Mr. Templin | | | $800,000 | | | $1,600,000 | | | 200% | Mr. Martin | | | $1,025,000 | | | $2,306,250 | | | 225% | Ms. Hurtsellers | | | $625,000 | | | $1,875,000 | | | 300% | Mr. Grubka | | | $650,000 | | | $1,950,000 | | | 300% | Former Executive Officer | | | | | | | | | | Mr. Silva(1) | | | $540,833 | | | $676,042 | | | 125% |
2020 Target Annual Incentive Awards
| Mr. Martin (1)
| | | 225%
| Mr. Smith | | | 175%
| Ms. Hurtsellers
| | | 300%
| Silva’s employment was terminated on November 30, 2023. Pursuant to the terms of Voya’s Severance Plan for Senior Managers, Mr. Nelson | | | 150%
| Ms. Parent
| | | 175%
Silva was eligible for a prorated annual incentive for 2023. |
Unchanged from our 2019 approach, theThe maximum 20202023 annual cash incentive opportunity was capped at two times the target award opportunity for all NEOs except for Mr. Martin, whose maximum incentive opportunity is set forth in his employment agreement.
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Step 2: Establishment of Preliminary Annual Cash Incentive Compensation Amounts. Preliminary annual cash incentive amounts were determined based on Company performance in 20202023 against target performance levels set by the Compensation, Benefits and BenefitsTalent Management Committee during the first quarter of 2020,2023, based on business forecasts and projections. Achievement against these targets was assessed by the Compensation and Benefits Committee during the first quarter of 2021,2024, following the availability of Company financial information for 2020.2023. For 20202023 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 threepre-established financial and strategic measures: Adjusted Operating Earnings, Adjusted Operating Return on Allocated Capital, and Strategic Indicators. Please see discussion above under “Key 2023 Compensation Actions” and “Why We Use These Performance Metrics in Our Incentive Compensation Program” for the rationale for using these measures in the annual cash incentive program. Performance between levels are subject to straight-line interpolation. Each of Adjusted Operating Earnings and Adjusted Operating Return on Allocated Capital is a non-GAAP financial measure. See Exhibit A—A — Non-GAAP Financial Measures. Adjusted Operating Earnings (in millions) | | | 50% | | | $579 | | | $724 | | | $869 | | | $694 | | | 90% | Adjusted Operating Return on Allocated Capital | | | 35% | | | 14.1% | | | 17.6% | | | 21.1% | | | 17.8% | | | 103% | Strategic Indicators1 | | | 15% | | | 1.5 | | | 3.0 | | | 4.5 | | | 3.0 | | | 100% | Total
| | | 100% | | | | | | | | | | | | | | | 96% |
1
|
Voya 2024 Proxy Statement | | | 44 |
TABLE OF CONTENTS Payout Opportunity | | | | | | 50% | | | 100% | | | 150% | | | | | | | Adjusted Operating Earnings ($ millions) | | | 50% | | | $834 | | | $1,042 | | | $1,251 | | | $917 | | | 70% | Adjusted Operating Return on Allocated Capital | | | 35% | | | 16.4% | | | 20.5% | | | 24.7% | | | 19.3% | | | 85% | Strategic Indicators(1) | | | 15% | | | 1.5 | | | 3.0 | | | 4.5 | | | 3.5 | | | 117% | Total | | | 100% | | | | | | | | | | | | | | | 82% |
(1)
| Each strategic indicator is assigned a rating from 1 to 5,5; a 3 rating indicates that the performance met the target. |
The strategic indicators are a portfolio of 13 quantitative indicators. The indicators are key metrics that drive financial performance and provide indications of current and future growth or net profit trajectories, such as growth in net flows or in-force premium growth, integration objectives related to our acquisition of AllianzGI and Benefitfocus, and efficiency gains. The individual strategic goals and associated quantitative targets, which seek to be rigorous, are not disclosed because they relate to our internal business objectives, and external disclosure would result in competitive harm to Voya. However, the indicators align with metrics that we periodically share with investors on our quarterly earnings calls. The average performance rating for the 2023 portfolio of strategic indicators was slightly above target (3.5) due to exceptional in-force premium and revenue growth in Health Solutions and above target achievement in our integration objectives for the AllianzGI and Benefitfocus acquisitions, partially offset by below target net flows in Investment Management driven by industry-wide pressures. Step 3: Individual Assessment and Determination of Individual Annual Cash Incentive Award. Following determination of the preliminary annual cash incentive amounts, the Compensation, Benefits and BenefitsTalent 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 Mr. Martin,Ms. Lavallee, the views of Mr. MartinMs. Lavallee with respect to such performance were considered by the Compensation and Benefits Committee as part of this assessment. The results of this assessment were as follows: Under Mr. Martin’sMs. Lavallee’s leadership, the Company hadachieved a number of significant accomplishments during 2020.2023. These include, but are not limited to: •▪ | Financial results: Drove healthy performance through strong capital generation of approximately $800 million, as well as 7% growth in EPS growth – For the full year, our normalizedexcluding notable items1, which included record adjusted operating EPS were $4.812. This represents a 14% increase compared with the full-year 2019. This earnings, growth was driven by the significant progress that we have madeexcluding notable items, in the organic growth of our businesses, reducing costs and returning capital to shareholders.Health. |
•▪ | Total Shareholder Return –Strategic execution: Advanced Voya’s three-year cumulative Total Shareholder Return (TSR) was strong overworkplace strategy by completing the 2018-2020 period, placing our relative ranking to our 14 peersacquisition of Benefitfocus, Inc. (NASDAQ: BNFT) in January, which added industry-leading benefits administration capabilities. Voya’s benefits administration business serves the leading brokerage and consulting firms in the 79th percentile for that period.health and benefits industry and, through Voya’s employer and health plan customers, reaches approximately 12.2 million employees on its platform. The acquisition also strengthened revenue diversification across Voya with additional recurring fee revenues.
|
Strong performance across our businesses – We continued to achieve organic growth in each of our core businesses during the year. We saw strong demand for our capabilities given the compelling value proposition that we provide for workplace and institutional clients.
Retirement: For full-year 2020, full-service recurring deposits grew 7% compared with full- year 2019, reaching $11.1 billion.| ▪ | Strategically enhanced Voya’s operating model by taking full ownership of Voya India in August to better serve Voya clients through greater automation, faster speed to market and enhanced innovation as well as create value for our shareholders through greater efficiency and expanded margin opportunity. |
| ▪ | Drove profitable growth, building on organic growth plans with progress across all three businesses, while managing impacts from macroeconomic trends in 2023. |
| ▪ | Wealth Solutions: Grew full-service recurring deposits in 2023 by 10% to $14.7 billion, consistent with our 2021 Investor Day target while maintaining retention levels at 98%. Net revenues excluding notable items also increased in 2023, as we generated net plan and participant growth, and diversification across spread- and fee revenues helped manage macroeconomic effects. |
| ▪ | Health Solutions: Delivered a 12th consecutive year of sales growth with a record sales effort to close 2023. This resulted in the third consecutive year of double-digit growth in annualized in-force premium and fees with growth across all product lines, including and excluding Benefitfocus. |
| ▪ | Voya Investment Management: Successfully integrated middle and back-office functions of Allianz Global Investors and generated $3.8 billion of net inflows in the international retail business during 2023 against a backdrop of industry-wide pressure, partly offsetting net outflows for overall IM. Voya IM ended 2023 with a diverse and expanded pipeline of US business. Additionally, Voya IM delivered strong investment performance with 76% and 77% of AUM above the benchmark or peer median on a 5- and 10-year basis, respectively, with 1-year performance being very strong across all asset classes. |
Investment Management: We generated $8.4 billion of net flows (excluding divested annuities and sub-advisor replacements) for full-year 2020, representing 5% organic growth and exceeding our target of 2% to 4%.
Employee Benefits: We increased total annualized in-force premiums by 7% compared with the prior year period, reflecting growth in our Voluntary business.
Voya 2024 Proxy Statement | | | 45 |
TABLE OF CONTENTS | ▪ | Advanced our purpose to support clients, colleagues, and communities through initiatives like expanding multilingual capabilities in the Employee Benefits Resource Center, advancing the Voya Ambassadors program, cultivating a culture of employee volunteerism and charitable giving, advocating for disability inclusion through the Voya Cares program, and facilitating the National Personal Finance Challenge to advance nationwide youth financial literacy, all of which help to differentiate Voya in the market. |
| ▪ | Streamlined organization with efforts supported by robust leadership succession plans: Executed seamless transition of Chief Growth Officer role held by Charlie Nelson in April 2023; the Chief HR Officer role from Kevin Silva to internal successor Brannigan Thompson in August 2023; the CEO of IM role from Christine Hurtsellers to internal successor Matt Toms in January 2024; and the retirement of Rod Martin as Executive Chairman in February 2024. |
| ▪ | External Recognitions: Top 3 CEO in midcap insurance, as rated by buyside investors and sellside analysts and recognized by Institutional Investor Magazine. We were recognized by Fortune as a Great Place to Work® and Fortune Best Workplaces in Financial Services & Insurance, included in the 2023 Bloomberg Gender-Equality Index (GEI) for the 8th consecutive year, recertified as a Great Place to Work by the Great Place to Work Institute for the 8th consecutive year and recognized by the Ethisphere Institute as one of the 2023 World's Most Ethical Companies® for the 11th consecutive year. |
Under Mr. Templin’s leadership, the Company accomplished the following: | ▪ | Developed a successful capital plan which allowed us to deploy in the current quarter the capital we generated in the prior quarter. Our strong capital generation of approximately $800 million, which was over 90% of adjusted operating earnings, supported our capital deployment in 2023: |
| ▪ | Deployed approximately $1.3 billion of capital in 2023 including: $0.6 billion of investment in the business through acquisitions, $0.5 billion of capital return to shareholders and $0.1 billion of debt retirement. |
| ▪ | Doubled the quarterly common stock dividend to $0.40, increasing the dividend yield to over 2%, while maintaining a conservative payout ratio. |
| ▪ | Managed strong balance sheet outcomes including healthy excess capital of $0.4 billion, RBC ratio of 433% and leverage ratio of 27.8% within our targeted range of 25% - 30%. |
| ▪ | Debt reduction resulted in annualized interest expense savings of $10 million. |
| ▪ | Focused on expense management to enable future growth: Delivered on internal expense reduction targets that will enable Voya to drive greater efficiency and create investment capacity for future growth. |
| ▪ | Transitioned to and successfully completed financial reporting under the Targeted Improvements to the Accounting for Long-Duration Contracts accounting standard. |
| ▪ | External Recognitions: Ranked #2 CFO in midcap insurance, as presented israted by buyside investors and sellside analysts and recognized by Institutional Investor Magazine. |
Under Mr. Grubka’s leadership, the Company accomplished the following: | ▪ | Financial results: Drove outperformance against financial targets in Health, with strong year-over-year growth in revenues and earnings, offset by a non-GAAP measureshortfall in Wealth where business continued to face macroeconomic headwinds. |
| ▪ | In Health, delivered record earnings driven by favorable stop loss underwriting results and 20% in-force premiums and fees growth across the business (13% excluding Benefitfocus). 2023 Health sales were 97% of target (reflecting prior year sales activity). |
| ▪ | In Wealth, delivered 2023 net revenue excluding notables of $2.0 billion, up 1.2% year-over-year2 although below target due to lower spread income caused by higher credited rates, fewer variable to fixed transfers and elevated participant surrenders. |
| ▪ | Integrated Benefitfocus, resulting in a successful first open enrollment season under Voya ownership. Delivered myVoyage decision support integration to over 190,000 eligible employees, addressing the key needs of different customers. |
| ▪ | Expanded stop loss product down market achieving $50 million in sales (a 156% growth year-over-year in that market). Launched Voya Protect, a new supplemental health product to address the growing need in the supplemental benefits market. |
| ▪ | Actively progressed implementation of SECURE Act 2.0 provisions. |
| ▪ | Rolled out key components of our business growth strategy to deepen and expand our capabilities to improve outcomes for our workplace customers. |
| ▪ | Improved the operational performance of Benefitfocus, which, for the first time in recent history, had 100% of employers go live on schedule, hit 100% of its call center service level agreements and increased the net promoter score approximately 36 points over the prior year. |
| ▪ | Realigned leadership team to streamline organization with clear roles and responsibilities while supporting expense saves. |
| ▪ | Continued focus on talent development through mentorship and development programs for high-performing employees – through programs such as Leading with Purpose which provides select employees coaching to accelerate development, the Workplace Solutions Leadership Development Program which |
-35-Voya 2024 Proxy Statement | | | 46 |
TABLE OF CONTENTS Capital management – We also continue to maintain a strong capital position and concluded 2020provides high-performing junior-level managers with proforma excess capital of approximately $1.8 billion, including deployable capital resulting from the Company’s sale of its Individual Life business on January 4, 2021. During the year, we repurchased $526 million of our common stock.
Enterprise Transformation – We executed on our enterprise cost savings plan and eliminated all of the stranded costs associated with the sale of our annuities businesses. We achieved our target of $250 million of annual run-rate cost savings in mid-2020, ahead of our plans to do so by year-end 2020.
External Recognitions – We were recognized by Institutional Investor in its 2020 All-America Executive Team rankings as #1 in the Best Insurance CEO category both on an Overall and Sell-Side basis and #2 by the Buy-Side. We were ranked #1 Overall Best Insurance CEO in Midcap and Small Cap Rankings as well.
Evolving our Company – We announced on January 4, 2021 that we had completed the sale of all of our Individual Life and other legacy non-retirement annuities businesses. This transaction accelerated deployable capital from our Individual Life business and further reduced the Company’s exposureleadership courses as well as mentors, and Strategic Use of Really Great Employees (SURGE), a re-skilling program. SURGE was a Health Solutions focused program, which Voya piloted and committed to interest rate, credit and adverse mortality risks. The transaction completes a restructuring effortcontinue in both businesses to exit capital-intensive retail businesses and begins a new chapter in the Company’s future. Our simpler business mix will allow us to fully focus on serving the workplace and institutional clients.
Commitment to Culture – We continued to foster a culture of diversity, equity and inclusion, for which the Company was recognized externally, including being named: one the World’s Most Ethical Companies; America’s Best Employers for Diversity by Forbes; Bloomberg’s Gender-Equality Index; Best Places to Work by Pensions & Investments; Best Places to Work for LGBTQ Equality, earning a perfect score on the Corporate Equality Index; and a Best Place to Work for Disability Inclusion on the Disability Equality Index, administered by Disability:IN and the American Association of People with Disabilities (AAPD). In addition, we have been recognized for our commitment to ESG matters, including being ranked No. 5 on Barron’s 2021 “100 Most Sustainable Companies” List and being included on the Dow Jones Sustainability Index.
develop diverse talent.Under Mr. Smith’sMs. Hurtsellers' leadership, the Company accomplished the following: Completed a large number of strategic initiatives within Finance resulting in annual run rate savings of $39 million which exceeded target of $37 million.| ▪ | Financial results: Organically grew the Privates and Alternatives platform to a $90 billion+ franchise, with the Privates franchise delivering more than $3 billion in 2023 despite challenging net cash flows, and Pomona Investment Fund standing at over $1.4 billion in AUM at year end, setting the stage for Voya IM to capitalize on increasing demand for uncorrelated asset classes. |
| ▪ | Capitalized on the AllianzGI acquisition, assumed responsibility for several new Allianz Capital Partner relationships, and launched two UCITS for AllianzGI to distribute internationally with assets surpassing $200 million to date. AllianzGI’s international retail channel delivered over $3.8 billion in positive net flows. |
| ▪ | Improved multi-sector performance, which, combined with a pickup in consultant advocacy for our Core Fixed Income strategy, has positioned Voya to re-capture allocations into Core Fixed Income from new clients while simultaneously increasing the stake of existing clients. |
| ▪ | Strategic execution: Facilitated increased collaboration between IM and Wealth, leading to key wins in our Target Date suite in the Large Market. |
| ▪ | Launched modernization of our Variable Portfolio platform by converting Variable portfolios to Mutual Funds to improve commercial attractiveness and drive scale into these vehicles. |
| ▪ | Operational excellence: Unveiled a detailed strategy to improve productivity, lower cost to originate and upscale talent of the Intermediary Distribution channel. This was against a tough backdrop driven by challenging performance in key IM strategies, which was further exacerbated by the rate environment. For the first time in 2023, the channel posted two consecutive months of positive net cash flows in the fourth quarter. |
| ▪ | Launched a new Securitized Credit Income Fund to capitalize on our known brand in specialty fixed income. |
| ▪ | Set Voya IM's strategic goals to grow a team at Voya India, better support the Company's increasingly global client base, tap into technology and data talent and reduce expenses; a new Head of Voya India Investment Management was hired in late 2023 with additional hires since then. |
| ▪ | Met all critical 2023 milestones for the integration of AllianzGI and successfully achieved full transition to the new interim operating model in January 2024, while staying below budget. |
Led the successful close| ▪ | Designed, built and deployed a new IM Data Platform “Astra” infrastructure, below budget, as a foundational step to the overall IM transformation to a data-driven organization. |
| ▪ | People and culture: Focused on talent and thoughtful leadership planning, Ms. Hurtsellers laid the foundation for successful transitions including Matt Toms to CEO and Eric Stein to Head of Investments. Through Eric Stein's new leadership as Head of Investments and CIO Fixed Income, Voya IM expects continued momentum through its Institutional pipeline in 2024. |
| ▪ | Elevated Barbara Reinhard to the first female CIO in IM in the last seven years through restructuring efforts around MASS simplification. |
| ▪ | Streamlined leadership and enhanced accountability via the merging of the San Francisco Thematic Equity team with the Fundamental Equity team under a single CIO. |
| ▪ | During 2023, 64% of external hires were either female or people of color with overall self-disclosed gender and ethnic diversity as of December 31, 2024 at 53% of the IM population. |
| ▪ | Achieved a top-50 ranking, for the first time, in the latest list of the largest money managers as compiled by Pensions & Investments. |
Mr. Martin’s leadership as former CEO and transitionmost recently as Executive Chairman of the Individual Life and other legacy non-retirement annuities businessesBoard was critical to Resolution Life, which was effectuatedVoya’s leadership succession plan. Following Ms. Lavallee’s appointment as CEO on January 4, 2021.1, 2023, Mr. Martin: | ▪ | Provided strategic leadership by facilitating a successful leadership transition plan in support of the incoming CEO: |
| ▪ | Successfully facilitated a smooth and seamless CEO transition while maintaining credibility with investors, customers, and employees, thereby ensuring continuity of leadership. |
| ▪ | Provided strategic guidance to Ms. Lavallee enabling her to quickly acclimate to the new role and drive performance. |
| ▪ | Provided guidance on major ongoing transactions and transition strategies involving Executive Committee roles and responsibilities including role expansions, succession, and transitions. |
| ▪ | Monitored key performance indicators and financial metrics during the CEO transition period, ensuring that the Company remained on track with its strategic goals and objectives. |
| ▪ | Collaborated with Ms. Lavallee to develop and communicate compelling vision and strategic plan to investors, showcasing continuity and alignment with shareholder interests. |
| ▪ | Collaborated with the Executive Committee team to develop contingency plans and risk mitigation strategies to address investor reactions to the CEO transition. |
| ▪ | Strengthened the incoming CEO's relationship with the Board, demonstrating effective stewardship during the |
Launched Finance Revitalization, which includes new financial systems, tools and data structures to provide Voya with enhanced Expense Management, Forecasting and Reporting capabilities.
Recognized externally as Best CFO by Institutional Investor in its 2021 All-America Executive Team rankings for Insurance.
Under Ms. Hurtsellers’ leadership, the Company accomplished the following:
Generated approximately $8.4 billion of Institutional net flows.
Achieved record results in an unprecedented year in asset management. IM continued to grow external client AUM, hitting another new high-water mark for record gross and net sales across distribution teams. Overall, the Distribution team outperformed target gross sales by 145%, outperformed the net sales targets by 213%, and outperformed target gross new revenues by 104%.
Executed the creation and launch of a new Voya Investment Management advertising campaign and rebrand – Investment Management with you in Mind – across print, digital and social media.
Successfully completed the acquisition and integration of G Squared capital management which will modernize equity platform.
For the 6th consecutive year, Pensions & Investments Magazine named IM to its “Best Places to Work in Money Management.”
-36-Voya 2024 Proxy Statement | | | 47 |
TABLE OF CONTENTS Under Mr. Nelson’stransition period and establishing clear communication channels between the Board, executive leadership, and stakeholders throughout the Company accomplished the following:CEO transition process. | ▪ | Collaborated with Ms. Lavallee to successfully onboard two highly experienced independent directors to the Board, further enhancing the strong Board that Mr. Martin built during his tenure as CEO. |
| ▪ | Successfully partnered with CEO and Lead Director by setting meeting agendas, discussing meeting strategies, hosting pre-calls and chairing meetings, and provided follow-up in support of a “no surprises” approach to Board management. |
In Retirement, total Sales (including non-first year deposits) were $67 billion for 2020. Back-to-back years of over $50 billion across all Retirement defined contribution markets, and up 9.8% from $61 billion achieved in 2019.
In Employee Benefits, exceeded earnings targets; implemented a “best in class” Leave Management offering targeting upmarket Life and Disability package cases; significantly increased activity in Health Savings and Spending Accounts; advanced benefits administration focus with adding Alight, Benefit Express, and TBX as new partnerships in 2020.
Developed Just Right Advantage program to increase retirement readiness for businesses owned by minorities, women, veterans, and members of the disability and LGBTQ communities, and the nonprofits that serve them.
Successfully complied with two new retirement related laws: the SECURE Act and the CARES Act.
Operationally successfully transitioned all offshore functions from Tata Consultancy Services and Cognizant to India-based joint venture VFI SLK.
Under Ms. Parent’s leadership, the Company accomplished the following:
Delivered an externally communicated expense reduction target of $250 million, with an internal target of $300 million making a material contribution to earnings.
Delivered approximately $11 million in run-rate savings to Voya through the Company’s India-based joint venture. The joint venture grew to more than 800 employees and the operation helped Voya deliver better experiences at lower costs through process improvements and automation
Led multiple programs to re-platform the majority of customer facing websites onto a new design standard and state-of-the-art cloud platform (from a 24-year-old complex, fragile legacy platform); while at the same time standing up a new customer experience (CX) practice across channels including web, call center, distribution, account mgmt., etc.; and continuing to deliver on the innovation agenda
Collaborated with Finance partners to complete Finance Revitalization program, which includes new financial systems, tools and data structures to provide Voya with enhanced Expense Management, Forecasting and Reporting capabilities.| ▪ | Effectively communicated Board priorities to CEO and provided feedback. |
| ▪ | External Recognition: Mr. Martin has been recognized by Institutional Investor as a top 3 finalist for best-in-class CEO within the mid-cap insurance sector. |
Following this assessment, the Compensation, Benefits and BenefitsTalent Management Committee considered the total 20202023 compensation package being proposed for each NEO. Based on this review, the Compensation and Benefits Committee adjusted the annual cash incentive award payable to each NEO to between 106%95% and 115%100% of the preliminary payout determined pursuant toas part of Step 3, above.3. 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 20212023 and the amount of the award paid in the form of cash in March 2021. Mr. Martin | | | $2,700,000 | | | $2,592,000 | | | $3,000,000 | | | 111% | Mr. Smith | | | $1,120,000 | | | $1,075,200 | | | $1,290,240 | | | 115% | Ms. Hurtsellers | | | $1,800,000 | | | $1,728,000 | | | $1,900,800 | | | 106% | Mr. Nelson | | | $1,095,000 | | | $1,051,200 | | | $1,156,320 | | | 106% | Ms. Parent | | | $1,085,000 | | | $1,041,600 | | | $1,145,760 | | | 106% |
Ms. Lavallee | | | $2,137,500 | | | $1,752,750 | | | $1,752,750 | | | 82% | Mr. Templin | | | $1,600,000 | | | $1,312,000 | | | $1,246,400 | | | 78% | Mr. Martin | | | $2,306,250 | | | $1,891,125 | | | $1,891,125 | | | 82% | Ms. Hurtsellers | | | $1,875,000 | | | $1,537,500 | | | $1,537,500 | | | 82% | Mr. Grubka | | | $1,950,000 | | | $1,599,000 | | | $1,599,000 | | | 82% | Former Executive Officer | | | | | | | | | | | | | Mr. Silva(1) | | | $676,042 | | | $554,354 | | | $554,354 | | | 82% |
(1)
| Mr. Silva’s employment was terminated on November 30, 2023. Pursuant to the terms of Voya’s Severance Plan for Senior Managers, Mr. Silva was eligible for a prorated annual incentive for 2023. |
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Long-Term Equity-Based Incentive Compensation Equity compensation is an important element of executive compensation, because it aligns executive pay with the performance of our stock, and in turn the interests of our shareholders. The size of each award is generally based on each NEO’s individual performance during the year preceding the grant date. We have historically made grants of equity-based awards in February, in respect of prior-year individual performance. Equity Grants madeMade in 20202024 for 2019 performance The NEOs’ long-term equity awards granted in 2020 were considered for adjustment, either upwards or downwards, from targets, based on an assessment of individual performance during 2019 plus other factors such as executive potential and expertise. The target long-term equity incentive amounts were considered as one element of our NEOs’ overall total direct compensation opportunity, and, based in part on this review, total direct compensation opportunities were set with reference to median total target compensation as reflected in the comparative data. For equity awards granted in respect of 2019 performance, we made grants on February 20, 2020. Based on the evaluations set forth above, Mr. Martin received $8.86 million, Mr. Smith received $2.8 million, Ms. Hurtsellers received $2.52 million, Mr. Nelson received $2.628 million and Ms. Parent received $1.376 million in long-term equity awards in 2020.
Although these amounts were granted in respect of 2019 performance, because of the rules of the Securities and Exchange Commission (the “SEC”) governing the presentation of executive compensation in proxy statements, such amounts appear in the “—Summary Compensation Table” and other tables below under “—Compensation of Named Executive Officers” as compensation for 2020, because such awards were granted during 2020. Our equity-based awards granted under the Omnibus Plan are calculated and communicated to our NEOs based on various internal factors and qualifications, and are similar to award measurements used by companies that compete with us for executive talent. These internally communicated amounts do not necessarily reflect the “grant date fair value” of these awards (computed in accordance with FASB ASC Topic 718) which are required to be included in the “—Summary Compensation Table” below.
Grants made in 2021 for 2020 performance2023 Performance
For each of our NEOs (other than the CEO), target long-term equity awards with respect to 20202023 performance were set or reviewed by the Compensation, Benefits and BenefitsTalent Management Committee during 2020,2023, with reference to the survey and competitive data described above. The target long-term equity incentive amounts were considered as one element of our NEOs’ overall total direct compensation opportunity, and, based in part on this review, total direct compensation opportunities were set with reference to median total target compensation as reflected in the comparative data. For equity awards granted in respect of 20202023 performance, we made grants on February 20, 2021.21, 2024. Long-term equity incentive awards to our NEOs were made on the basis of an evaluation of individual performance and other qualifications during 2020,2023, which evaluations are described above under “Step 3” of the Annual Cash Incentive Compensation determination process. Based As discussed above under “Key 2023 Compensation Actions” and “Why We Use These Performance Metrics”, for the 2024-2026 performance period, the measures approved by the Committee for the PSUs are Adjusted Operating Return on Equity (weighted 20%), Adjusted Operating Earnings Per Share (weighted 30%) and Relative Total Shareholder Return versus the Comparison Group (weighted 50%). With respect to the financial goals, the Committee established that performance results meeting target goals would result in a payout equal to 100% of the target award, while stronger performance would result in increased award levels up to a maximum payout of 150% of the target award. Performance below target goals would result in a payout of less than 100%, and potentially 0%. With respect to the relative TSR goal, threshold payout of 25% of target requires at least 25th percentile performance, target payout requires at least median performance and maximum payout of 150% of target requires 75th percentile or better performance, with results between points interpolated. Payout on the evaluations setTSR component of PSUs is capped at target if the Company’s absolute TSR is negative. Voya 2024 Proxy Statement | | | 48 |
TABLE OF CONTENTS The Committee established the performance goals for the PSUs to encourage strong, focused performance. In establishing the goals, the Committee considered the economic and market conditions at the time of grant, the Company’s long-range goals and recent actual performance results, the expectations of investors for future performance, and other factors. These performance levels are intended to be aggressive but realistic, such that achieving threshold levels would represent minimum acceptable performance and achieving maximum levels would represent outstanding performance. The table below sets forth above, Mr. Martin received $10.3 million, Mr. Smith received $3.438 million, Ms. Hurtsellers received $2.52 million and Mr. Nelson received $3.128 million inthe long-term equity awards granted in 2021.2024 for 2023 performance: Ms. Lavallee | | | $7,125,000 | | | $3,918,750 | | | 57,815 | | | $3,206,250 | | | 46,474 | Mr. Templin | | | $3,000,000 | | | $1,650,000 | | | 24,343 | | | $1,350,000 | | | 19,568 | Mr. Martin | | | $7,687,500 | | | $4,228,125 | | | 62,380 | | | $3,459,375 | | | 50,143 | Ms. Hurtsellers | | | $2,343,750 | | | $1,289,063 | | | 19,018 | | | $1,054,688 | | | 15,287 | Mr. Grubka | | | $2,047,500 | | | $1,126,125 | | | 16,614 | | | $921,375 | | | 13,355 | Former Executive Officer | | | | | | | | | | | | | | | | Mr. Silva | | | Not eligible | | | — | | | — | | | — | | | — |
Although these amounts were granted in respect of 20202023 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 2020,2023, because such awards were granted in 2024. Equity Grants Made in 2023 for 2022 Performance For each of our NEOs (other than the CEO), target long-term equity awards with respect to 2022 performance were set or reviewed by the Compensation, Benefits and Talent Management Committee during 2021.2022, with reference to the survey and competitive data described above. The target long-term equity incentive amounts were considered as one element of our NEOs’ overall total direct compensation opportunity, and, based in part on this review, total direct compensation opportunities were set with reference to median total target compensation as reflected in the comparative data. For equity awards granted in respect of 2022 performance, we made grants on February 22, 2023. Long-term equity incentive awards to our NEOs were made on the basis of an evaluation of individual performance and other qualifications during 2022, which evaluations were described in the 2023 Compensation Discussion and Analysis. The table below sets forth the long-term equity awards granted in 2023 for 2022 performance: Ms. Lavallee | | | $5,761,500 | | | $3,168,825 | | | 43,195 | | | $2,592,675 | | | 35,351 | Mr. Templin | | | $3,000,000 | | | $1,650,000 | | | 22,491 | | | $1,350,000 | | | 18,407 | Mr. Martin | | | $9,990,000 | | | $5,494,500 | | | 74,897 | | | $4,495,500 | | | 61,296 | Ms. Hurtsellers | | | $2,578,125 | | | $1,417,969 | | | 19,328 | | | $1,160,156 | | | 15,818 | Mr. Grubka | | | $2,145,000 | | | $1,179,750 | | | 16,081 | | | $965,250 | | | 13,161 | Former Executive Officer | | | | | | | | | | | | | | | | Mr. Silva | | | $1,401,840 | | | $771,012 | | | 10,509 | | | $630,828 | | | 8,601 |
Although these amounts were granted in respect of 2022 performance, because of the SEC rules governing the presentation of executive compensation in proxy statements, such amounts appear in the table titled “—Summary Compensation Table” and other tables below under “—Executive Compensation Tables and Narratives” as compensation for 2022, because such awards were granted in 2023. -38-Voya 2024 Proxy Statement | | | 49 |
TABLE OF CONTENTS Payout for previously granted performance stock unitsPreviously Granted PSUsThe table below shows the 20202023 performance result and the payout for the PSUs granted in 2018.2021: Adjusted Operating Return on Equity | | | 25% | | | 9.3% | | | 10.4% | | | 11.4% | | | 12.3% | | | 150% | Adjusted Operating Earnings Per Share | | | 25% | | | 4.11 | | | 4.56 | | | 5.02 | | | 5.05 | | | 150% | Total Shareholder Return | | | 50% | | | 25th percentile | | | Median | | | 75th percentile | | | 79th percentile | | | 150% | Total | | | 100% | | | | | | | | | | | | | | | 150% |
Payout Opportunity | | | | | | 50% | | | 100% | | | 150% | | | | | | | Adjusted Operating Return on Equity | | | 20% | | | 12.7% | | | 14.2% | | | 15.6% | | | 14.3% | | | 105% | Adjusted Operating Earnings Per Share | | | 30% | | | 6.03 | | | 6.70 | | | 7.37 | | | 7.11 | | | 131% | Payout Opportunity | | | | | | 25% | | | 100% | | | 150% | | | | | | | Relative TSR vs. Compensation Peer Group | | | 50% | | | 25th Percentile | | | Median | | | 75th Percentile | | | 33rd Percentile | | | 50% | Total | | | 100% | | | | | | | | | | | | | | | 85% |
Adjusted Operating Return on Equity and Adjusted Operating EPS are non-GAAP financial measure.measures. See Exhibit A-Non-GAAPA — Non-GAAP Financial Measures. One-time long-term incentive awards granted to CEO and certain NEOs to promote smooth leadership transition and alignment with shareholders’ interests As described in Voya’s Form 8-K that was filed on July 7, 2022 and the second supplement to Voya’s 2023 proxy statement, and as further disclosed in the Summary Compensation Table and certain other compensation tables included in this proxy statement, in July 2022, as part of our CEO succession and leadership transition, the Company awarded Ms. Lavallee (then CEO-elect) a one-time, long-term incentive award with a grant date value of $5 million and each member of the Executive Committee at that time a one-time, long-term incentive award with a grant date value of $1 million. These one-time grants are consistent with the alignment of our pay-for-performance model to shareholder interests by rewarding executives’ efforts to achieve sustained share price increases, while encouraging retention of our executive team. Importantly, 80% of Ms. Lavallee’s grant value and 70% of the grant values made to the other executives were in the form of performance stock units (PSUs) that could be earned based on achievement of stock price targets, which must be sustained for at least 30 days, ranging from $69.10 to $119.10 (with $10 achievement hurdles) during the three-year performance period from July 1, 2022 to June 30, 2025. The PSUs were designed to incentivize significant and sustained outperformance, with achievement occurring at stock price targets significantly above the Company’s stock price on the grant date ($59.55), which is very strongly aligned with shareholder interests. The first stock price hurdle of $69.10 was achieved in 2023. Vesting of any earned units cannot occur until at least one year following the date earned and the maximum number of PSUs that could be earned is capped at 150% of the PSU target. The remainder of the grant values was made in the form of restricted stock units (RSUs), cliff-vesting after three years (on July 1, 2025) for Ms. Lavallee, and vesting ratably over the performance period (July 1, 2023, July 2024, and July 1, 2025) for the other executives. Voya 2024 Proxy Statement | | | 50 |
TABLE OF CONTENTS The chart below summarizes the details of the PSU portion of the award for the NEOs: 1 (earned on 7/1/23) | | | $69.10 | | | 16,792 | | | 2,938 | | | 16,792 | | | 2,938 | | | 6/30/25 | | | 7/1/2024 | 2 | | | $79.10 | | | 16,792 | | | 2,938 | | | 0 | | | 0 | | | | | | | 3 | | | $89.10 | | | 16,792 | | | 2,939 | | | 0 | | | 0 | | | | | | | 4(3) | | | $99.10 | | | 16,792 | | | 2,939 | | | 0 | | | 0 | | | | | | | 5 | | | $109.10 | | | 16,792 | | | 2,939 | | | 0 | | | 0 | | | | | | | 6 | | | $119.10 | | | 16,792 | | | 2,939 | | | 0 | | | 0 | | | | | | |
(1)
| In order to satisfy a stock price target, the average of the Company’s daily volume weighted average price over a trailing 30-day trading period must equal or exceed the stock price target. |
(2)
| Ms. Hurtsellers, Mr. Grubka and Mr. Silva. Mr. Martin, CEO at the time of grant, and Mr. Templin, who had not yet been hired, did not receive this award. |
Other Compensation Practices and Considerations Employment and Severance Arrangements Each NEO is subject to the Company’s Severance Plan for Senior Managers (Severance Plan) which provides severance benefits in the event of specified “Qualified Terminations,” generally involving terminations not for Cause (as such term is defined in the Severance Plan), or, following certain change in control events, voluntary terminations for Good Reason (as such term is defined in the Severance Plan). The Committee believes that these arrangements: (1) help secure the continued employment and dedication of our senior executives; (2) enhance the Company’s value to a potential acquirer because our NEOs have noncompetition, nonsolicitation and confidentiality provisions that apply after any termination of employment, including after a change in control of the Company; and (3) are important as a recruitment and retention device, as many of the companies with which we compete for executive talent have similar agreements in place for their senior management. Consistent with market practices, we do not provide change in control-related tax gross-ups in the event of a “potential change in control” or “change in control” during the term. Please see additional information about the Severance Plan under “Executive Compensation Tables and Narratives - Potential Payments Upon Termination or Change in Control”. Pursuant to the CEO succession planning as previously disclosed in July 2022, Rodney O. Martin, Jr.'s term as Executive Chairman expired on February 29, 2024 and Mr. Martin has retired from the Company. As part of the leadership transition, the Company had entered into an amended and restated employment agreement with Mr. Martin. Please see discussion under “Executive Compensation Tables and Narratives - Employment Agreements”. In January 2024, the Company announced that Ms. Hurtsellers stepped down from her role as CEO of Voya IM and intends to retire later this year. Ms. Hurtsellers has entered into an agreement pursuant to which she will continue as an employee to serve as a strategic advisor to IM and the Company in supporting the transition of her successor until her retirement later this year. Please see discussion under “Executive Compensation Tables and Narratives - Employment Agreements”. Neither Mr. Martin nor Ms. Hurtsellers are eligible for severance payments or benefits in connection with their respective retirements. The Company entered into a separation agreement with Kevin Silva, former Chief Human Resources Officer, and terminated his employment without cause, effective November 30, 2023. Mr. Silva received severance payments and benefits under the Severance Plan. Health and Insurance Plans Our NEOs are currently eligible to participate in Company-sponsored benefit programs, offered on the same terms and conditions as those made generally available to all full-time and part-time employees. Health, life insurance, disability benefits and similar programs are provided to give employees access to healthcare and income protection for themselves and their family members. The NEOs also have access to a supplemental long- termlong-term disability programs,program, facilitated by the Company, generally available to a broad group of highly paid Company employees on an elective basis. The cost of participating in the supplemental disability program is borne entirely by each NEO. Voya 2024 Proxy Statement | | | 51 |
TABLE OF CONTENTS Tax-Qualified and Non-qualifiedNon-Qualified Retirement and Other Deferred Compensation Plans Our NEOs generally are eligible for the same retirement benefits as full-time and part-time employees under the Company’s broad-based, tax-qualified retirement plans. As described further in the narrative description preceding the table entitled “—Pension Benefits in 2020”as of December 31, 2023”, below, the Company sponsors the Voya Retirement Plan (the “Retirement Plan”)(Retirement Plan), a tax-qualified, noncontributory, cash balancecash-balance formula, defined benefit pension plan for eligible employees. The Company also sponsors the Voya 401(k) Savings Plan (the “401(k) Plan”)(401(k) Plan), a tax-qualified defined contribution plan. Under the 401(k) Plan, the Company will match 100% of a participant’s contribution up to 6% of eligible compensation. In addition to the tax-qualified retirement benefits described above, the Company also maintains the Voya Supplemental Executive Retirement Plan (the “SERP”)(SERP) and the Voya 409A Deferred Compensation Savings Plan (the “DCSP”)(DCSP). The SERP and the DCSP permit our NEOs and certain other employees whose participation in our tax-qualified plans is limited due to compensation and contribution limits imposed under the Internal Revenue Code (the “Code”),(Code) to receive the benefits on a non-qualified basis that they otherwise would have been eligible to receive under the Retirement Plan and the 401(k) Savings Plan if it were not for the Code’s compensation and contribution limits. For purposes of determining benefits under the SERP and the DCSP, eligible compensation is limited to three times the Code compensation limit, which was $285,000$330,000 for 2020.2023. See the narrative description preceding the table entitled “—Pension Benefits in 2020”2023” for more detail of the Retirement Plan and the SERP. See the narrative description preceding the table entitled “—Non-qualified“Non-Qualified Deferred Compensation Plans Table for 2020”2023” for more detail of the DCSP. TABLE OF CONTENTS
Perquisites and Other Benefits During 2020,2023, we provided the NEOs with Company-selected independent advisors to assist them with financial planning and tax issues. In addition, certain of our NEOs have personal use of a company car and driver (principally for commuting purposes), and in certain cases the Company provided travel-related perquisites, including for spousal travel. Further, following a review of peer company and market practices in 2020, the Compensation, Benefits and BenefitsTalent Management Committee approved limited personal use of corporate aircraft by our CEOMr. Martin in order to minimize his personal travel time and to work more productively on confidential and sensitive matters while traveling for time-sensitive personal matters. The CEO’sMr. Martin’s use of corporate aircraft for personal travel ishas been subject to an annual limit in 2023 of $175,000$150,000 in aggregate incremental costs to the Company. For the calendar year 2021, the CEO’s annual limit increased to $200,000 due to COVID-19 related safety concerns. We impute as income the cost of these perquisites and other benefits. See “—All Other Compensation Table for 2020”,2023” below, for additional information concerning perquisites. Dividend Equivalent RightsCompensation Recoupment Policy
Equity-basedVoya maintains a compensation recoupment policy that permits the Company to recover from employees, directors and officers all forms of income, including incentive-based or equity-based compensation (time-based and performance-based) in the event of misconduct. “Misconduct” means willful misconduct, gross negligence, or any failure to make any required report of the willful misconduct or gross negligence of another person that has resulted in, or could reasonably be expected to result in, financial or reputational harm to Voya. In addition, Voya’s equity award agreements provide that such equity awards are subject to clawback under applicable provisions of Voya policy.
Additionally, Voya revised its compensation recoupment policy in October 2023 to include provisions complying with new NYSE listing standards and Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the revised policy, additional clawback provisions apply to current or former Section 16 officers in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. Misconduct on the part of the executive is not required. Under these additional clawback provisions, Voya is required to recoup incentive-based compensation (as that term is defined in Section 10D of the Exchange Act, which includes our PSU awards and our annual incentive awards) erroneously received within the three fiscal years preceding the date a restatement is determined to be required. Hedging, Speculative Trading and Pledging of Securities Our personal trading policy prohibits our directors, executive officers and employees from engaging in any short sales of our common stock, as well as sales of our common stock that have not been held for a minimum of sixty days after being acquired in the open market. In addition, such persons are prohibited under our personal trading policy from entering into hedging or other transactions involving options (including exchange-traded options), puts, calls, forward contracts or other derivatives involving our securities (such prohibitions do not apply to the acceptance of stock options or other stock awards granted under our annual or long-term incentive plans). Directors, executive officers and employees are also prohibited from pledging our securities, such as in connection with a margin account. Voya 2024 Proxy Statement | | | 52 |
TABLE OF CONTENTS Stock Ownership Guidelines The Company has established stock ownership guidelines for all executive officers. These guidelines are designed to our employees,align the interests of Voya's leadership team with those of the Company’s shareholders through a mandatory equity ownership stake in Voya, and to focus leaders on the long-term success and growth of Voya. CEO and Executive Chair | | | 5x | CFO | | | 4x | All other NEOs | | | 3x |
For purposes of satisfying this ownership requirement, the following holdings count towards satisfying the guidelines: (i) shares of Company common stock beneficially owned by the NEO, (ii) investments in the Voya common stock fund, including to our NEOs, include dividend equivalent rights. These rights provide forunvested matching amounts, held in the cash payment,Company’s 401(k) plan, (iii) notional investments in the Voya common stock fund held in the Deferred Compensation Savings Plan, and (iv) unvested restricted stock units in respect of each RSU granted in respect of deferred annual incentive awards and long-term incentive awards, of an amount equivalentCompany common stock awarded to the dividends paid on our commonNEO under a Voya compensation plan. Stock options, unvested performance stock duringunits granted under a Voya compensation plan, and actual or notional investments in Voya mutual funds do not count toward satisfying these guidelines. Stock ownership requirements must be met within five years of becoming an executive covered by the period betweenguidelines. As of the grant date and the vesting date of this proxy statement, all of our NEOs met or are on track to meet the award. The amount is paid, without interest, only upon vesting of the award.stock ownership requirements. RELATIONSHIP OF COMPENSATION POLICIES AND PRACTICES TO RISK MANAGEMENT The Company adheres to compensation policies and practices that are designed to support a strong risk management culture. In particular, in 2015, the Compensation and Benefits Committee approvedVoya adheres to a new Human Resources Risk Policy, approved by the Compensation, Benefits and Talent Management Committee, which outlines the roles and responsibilities of the Compensation and Benefits 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. |
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 clawback 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.
We haveThe 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.risk-taking. In particular, the following features of our compensation program guard against excessive risk-taking:
| ▪ | Determination of incentive awards based on a variety of performance metrics, thus diversifying the risk associated with any single indicator of performance; |
| ▪ | Long-term compensation awards and vesting periods that encourage a focus on sustained, long-term results; |
| ▪ | A mix of fixed and variable, annual and long-term, and cash and equity compensation designed to encourage actions that are in our long-term best interest; |
| ▪ | Maximum discretionary incentive opportunities are capped and remained unchanged from 2022 to 2023; 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. |
Determination of incentive awards based on a variety of performance metrics, thus diversifying the risk associated with any single indicator of performance;
Long-term compensation awards and vesting periods that encourage a focus on sustained, long-term results;
A mix of fixed and variable, annual and long-term, and cash and equity compensation designed to encourage actions that are in our long-term best interest;
Maximum discretionary incentive opportunities are capped and remained unchanged from 2019 to 2020; and
Our equity plans do not allow re-pricing of stock options and require double trigger vesting for awards upon a change in control.
We haveThe Committee has determined that these programs, policies and practices are not reasonably likely to have a material adverse effect on the Company.
-40-Voya 2024 Proxy Statement | | | 53 |
TABLE OF CONTENTS REPORT OF OUR COMPENSATION, BENEFITS AND TALENT MANAGEMENT COMMITTEE Our Compensation, Benefits and Talent Management Committee reviewed the Compensation Discussion and Analysis (CD&A), as prepared by the management of the Company, and discussed the CD&A with the management of the Company. Based on the Committee’s review and discussions, the Committee recommended to the Board that the CD&A be included in this proxy statement. Compensation, Benefits and Talent Management Committee: Lynne Biggar (Chair)
Yvette S. Butler
Hikmet Ersek
Robert Leary
Aylwin B. Lewis
Joseph V. Tripodi Voya 2024 Proxy Statement | | | 54 |
TABLE OF CONTENTS EXECUTIVE COMPENSATION TABLES AND NARRATIVES Summary Compensation Table The following table presents the cash and other compensation for our NEOs for 2020, 20192023, 2022 and 2018.2021. Summary Compensation Table for 2023 Proxy Rodney O. Martin, Jr.,
Chairman and CEO | | | 2020 | | | $1,200,000 | | | $— | | | $9,106,533 | | | $— | | | $3,000,000 | | | $40,936 | | | $249,539 | | | $13,597,008 | | | | 2019 | | | $1,000,000 | | | $— | | | $8,141,671 | | | $— | �� | | $3,140,000 | | | $41,986 | | | $230,634 | | | $12,554,291 | | | | 2018 | | | $1,000,000 | | | $— | | | $7,072,591 | | | $— | | | $3,140,000 | | | $39,581 | | | $85,739 | | | $11,337,911 | Michael S. Smith,
Vice Chairman and Chief Financial Officer | | | 2020 | | | $640,000 | | | $— | | | $2,877,880 | | | $— | | | $1,290,240 | | | $57,605 | | | $69,692 | | | $4,935,417 | | | | 2019 | | | $637,500 | | | $— | | | $1,905,932 | | | $980,778 | | | $1,512,000 | | | $55,012 | | | $68,770 | | | $5,159,992 | | | | 2018 | | | $625,000 | | | $— | | | $2,239,635 | | | $— | | | $1,375,000 | | | $25,523 | | | $67,360 | | | $4,332,518 | Christine Hurtsellers, CEO Investment Management | | | 2020 | | | $600,000 | | | $— | | | $2,590,085 | | | $— | | | $1,900,800 | | | $264,925 | | | $58,592 | | | $5,414,402 | | | | 2019 | | | $600,000 | | | $— | | | $2,299,546 | | | $980,778 | | | $2,138,400 | | | $331,801 | | | $68,770 | | | $6,419,295 | | | | 2018 | | | $600,000 | | | $— | | | $2,357,513 | | | $— | | | $2,625,000 | | | $— | | | $67,360 | | | $5,649,873 | Charles P. Nelson,
Vice Chairman
Chief Growth Officer | | | 2020 | | | $730,000 | | | $— | | | $2,701,108 | | | $— | | | $1,156,320 | | | $44,688 | | | $70,388 | | | $4,702,504 | | | | 2019 | | | $725,000 | | | $— | | | $1,864,472 | | | $980,778 | | | $1,300,860 | | | $42,626 | | | $87,660 | | | $5,001,396 | | | | 2018 | | | $700,000 | | | $233,334 | | | $2,292,021 | | | $— | | | $1,375,000 | | | $30,413 | | | $73,591 | | | $4,704,359 | Margaret M. Parent,
Former EVP & CAO | | | 2020(3) | | | $620,000 | | | $— | | | $1,414,613 | | | $— | | | $1,145,760 | | | $42,170 | | | $51,300 | | | $3,273,843 | | | | 2019 | | | $616,667 | | | $— | | | $978,790 | | | $980,778 | | | $1,406,160 | | | $39,049 | | | $50,400 | | | $4,071,843 |
Heather Lavallee,
Chief Executive Officer(5) | | | 2023 | | | $950,000 | | | $0 | | | $5,830,245 | | | $0 | | | $1,752,750 | | | $113,898 | | | $75,479 | | | $8,722,372 | | | 2022 | | | $662,424 | | | $0 | | | $5,516,796 | | | $0 | | | $2,141,775 | | | $0 | | | $70,104 | | | $8,391,099 | | | 2021 | | | $496,667 | | | $0 | | | $1,292,464 | | | $0 | | | $1,885,000 | | | $0 | | | $67,404 | | | $3,741,534 | Don Templin,
EVP, Chief Financial Officer(5) | | | 2023 | | | $800,000 | | | $0 | | | $3,035,741 | | | $0 | | | $1,246,400 | | | $38,123 | | | $72,212 | | | $5,192,476 | | | 2022 | | | $106,061 | | | $0 | | | $0 | | | $0 | | | $199,880 | | | $3,712 | | | $4,000 | | | $313,653 | Rodney O. Martin, Jr.,
Executive Chairman | | | 2023 | | | $1,025,000 | | | $0 | | | $10,109,217 | | | $0 | | | $1,891,125 | | | $53,681 | | | $299,765 | | | $13,378,788 | | | 2022 | | | $1,200,000 | | | $0 | | | $10,314,325 | | | $0 | | | $2,800,000 | | | $44,291 | | | $318,267 | | | $14,676,883 | | | 2021 | | | $1,200,000 | | | $0 | | | $9,935,115 | | | $0 | | | $4,580,000 | | | $39,673 | | | $275,317 | | | $16,030,105 | Christine Hurtsellers,
CEO, Investment
Management | | | 2023 | | | $625,000 | | | $0 | | | $2,608,787 | | | $0 | | | $1,537,500 | | | $153,568 | | | $204,257 | | | $5,129,112 | | | 2022 | | | $625,000 | | | $0 | | | $3,384,255 | | | $0 | | | $1,603,125 | | | $0 | | | $139,535 | | | $5,751,915 | | | 2021 | | | $620,833 | | | $0 | | | $2,430,676 | | | $0 | | | $2,718,750 | | | $0 | | | $59,192 | | | $5,829,452 | Rob Grubka,
CEO, Workplace Solutions | | | 2023 | | | $650,000 | | | $0 | | | $2,170,549 | | | $0 | | | $1,599,000 | | | $66,661 | | | $66,411 | | | $4,552,621 | Former Executive Officer | Kevin D. Silva,
EVP and Chief HR
Officer(6) | | | 2023 | | | $540,833 | | | $0 | | | $1,418,479 | | | $0 | | | $0 | | | $53,111 | | | $3,062,165 | | | $5,074,589 |
(1)
| Amounts in this column represent salary that was actually paid to each NEO during the listed calendar year. Ms. Lavallee's 2022 salary is based on her annualized base salary of $500,000 from January 1, 2022 through July 6, 2022 and an annualized base salary of $835,000 from July 7, 2022 through December 31, 2022. Ms. Lavallee's 2021 salary is based on her annualized base salary of $480,000 from January 1, 2021 through February 28, 2021 and an annualized base salary of $500,000 from March 1, 2021 through December 31, 2021. Mr. Templin's 2022 salary is based on his actual salary paid from November 14, 2022, his hire date, to December 31, 2022. Mr. Martin's 20202021 salary is based on his annual base salary from January 1, 20202021 to December 31, 2020. Mr. Smith's 2019 salary is based on his annualized base salary of $625,000 from January 1, 2019 to February 28, 2019 and an annualized base salary of $640,000 from March 1, 2019 to December 31, 2019. Mr. Nelson's 2019 salary is based on his annualized base salary of $700,000 from January 1, 2019 through February 28, 2019 and an annualized base salary of $730,000 from March 1, 2019 through December 31, 2019.2021. Ms. Parent's 2018 salary is based on her annualized base salary of $575,000 from January 1, 2018 through February 28, 2018 and an annualized base salary of $600,000 from March 1, 2018 through December 31, 2018. Ms. Parent's 2019Hurtsellers' 2021 salary is based on her annualized base salary of $600,000 from January 1, 20192021 through February 28, 20192021 and an annualized base salary of $620,000$625,000 from March 1, 20192021 through December 31, 2019.2021. Mr. Silva's 2023 salary is his actual salary paid from January 1, 2023 to November 30, 2023, his date of termination. |
(2)
| The amount in this column for Mr. Nelson in 2018 reflects 1/3 of a $700,000 deferred cash award in connection with his offer of employment. |
(3)
| Ms. Parent left Voya effective as of January 31, 2021. |
(4)
| Amounts in this column include the grant date fair value calculated in accordance with FASB ASC Topic 718 for 2018, 20192021, 2022 and 20202023 time-based and performance-based awards (at target) granted to the NEOs, in the case of 2018 & 2019 under the 2014 Omnibus Plan and 2020 awards under theVoya’s 2019 Omnibus Employee Incentive Plan and(the “2019 Omnibus Plan”), in each case in respect of prior year performance. Maximum payout (150% of target) for PSUs would result in the following grant date fair values: |
Mr. Martin | | | $7,679,362 | | | $6,907,051 | | | $6,052,691 | Mr. Smith | | | $2,426,830 | | | $1,616,903 | | | $1,916,677 | Ms. Hurtsellers | | | $2,184,153 | | | $1,950,821 | | | $2,017,564 | Mr. Nelson | | | $2,277,809 | | | $1,581,730 | | | $1,961,533 | Ms. Parent | | | $1,192,908 | | | $830,377 | | | — |
Ms. Lavallee | | | $4,065,621 | | | $4,123,855 | | | $885,257 | Mr. Templin | | | $2,116,909 | | | — | | | — | Mr. Martin | | | $7,049,493 | | | $7,118,880 | | | $6,804,967 | Ms. Hurtsellers | | | $1,819,200 | | | $2,304,846 | | | $1,664,886 | Mr. Grubka | | | $1,513,584 | | | — | | | — | Former Executive Officer | | | | | | | | | | Mr. Silva | | | $989,133 | | | — | | | — |
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, 2020.2023. (5)
| Amounts in this column represent stock options granted in 2019 subject to performance conditions and a waiting period before such options are exercisable. As of December 31, 2020, the performance conditions with respect to such options have been satisfied. On half of such options vested and became exercisable as of April 22, 2020. The remaining half of such options vested as of July 31, 2020 and will become exercisable as of July 31, 2021. |
(6)
(3)
| Amounts in this column represent the net changes in actuarial present value under the Retirement Plan and the SERP. |
(7)
(4)
| All amounts in this column for 20202023 are described in more detail in the table below entitled “—All Other Compensation Table for 2020”2023”. |
(5)
| As of July 7, 2022, Ms. Lavallee was promoted to President and CEO - Elect. As of November 14, 2022, Mr. Templin was hired as EVP, Chief Financial Officer. |
(6)
| Mr. Silva’s employment was terminated on November 30, 2023. In accordance with the terms of Voya’s Severance Plan for Senior Managers, Mr. Silva’s termination is a qualifying termination without cause. Mr. Silva is included in the Executive Compensation Tables and Narratives as a former executive officer pursuant to SEC rules. |
-41-Voya 2024 Proxy Statement | | | 55 |
TABLE OF CONTENTS The table below presents the breakdown of the All Other Compensation column: All Other Compensation Table for 20202023 Rodney O. Martin, Jr. | | | $15,500 | | | $34,200 | | | $18,392 | | | $ — | | | $181,477 | | | $249,539 | Michael S. Smith | | | $17,100 | | | $34,200 | | | $18,392 | | | $— | | | $— | | | $69,692 | Christine Hurtsellers | | | $6,000 | | | $34,200 | | | $18,392 | | | $— | | | $— | | | $58,592 | Charles P. Nelson | | | $17,067 | | | $34,200 | | | $18,392 | | | $— | | | $729 | | | $70,388 | Margaret M. Parent | | | $17,100 | | | $34,200 | | | $— | | | $— | | | $— | | | $51,300 |
Heather Lavallee | | | $19,333 | | | $39,600 | | | $15,312 | | | $0 | | | $1,234 | | | $75,479 | Donald Templin | | | $19,311 | | | $39,600 | | | $13,301 | | | $0 | | | $0 | | | $72,212 | Rodney Martin | | | $19,083 | | | $39,600 | | | $18,529 | | | $0 | | | $222,553 | | | $299,765 | Christine Hurtsellers | | | $7,917 | | | $39,600 | | | $18,529 | | | $0 | | | $138,212 | | | $204,257 | Rob Grubka | | | $19,800 | | | $39,600 | | | $0 | | | $0 | | | $7,011 | | | $66,411 |
Kevin D. Silva | | | $19,800 | | | $39,600 | | | $19,295 | | | $0 | | | $2,983,470 | | | $3,062,165 |
(1)
| See the narrative under “—Tax-qualified and Non-qualified Retirement and Other Deferred Compensation Plans” for a description of the material terms of the 401(k) Plan. |
(2)
| See the narrative under “—Tax-qualified and Non-qualified Retirement and Other Deferred Compensation Plans” for a description of the material terms of the DCSP. |
(3)
| Amounts in this column represent the amounts actually paid by the Company, on behalf of each NEO, to the Company-selected financial advisor in 2020.2023. |
(4)
| AmountsAmount in this column for Ms. Lavallee is the income that was imputed as a result of business-related spousal travel. Amount in this column for Mr. Martin and Mr. Nelson representrepresents the aggregate incremental cost to the Companycompany associated with travel perquisites, including for spousal travel. Amount reported for Mr. Martin includes costs related to personal usage of private aircraft ($163,655)133,999), calculated based on the cost-per-flight-hour chargedcosts provided by the applicable charter company. Amount reported for Mr. Martin also includes costs related to personal use of a company car and driver ($29,207), calculated based on an allocation of the total cost associated with the car and driver between business and personal usage, based on total miles driven. Amount in this column for Ms. Hurtsellers is equal to the in-service distributions she received from Voya's Deferred Compensation Savings Plan in 2023. Amount in this column for Mr. Silva represents payments pursuant to Voya Financial, Inc.'s Severance Plan for Senior Managers ($2,877,479), payment for unused PTO ($50,491) and the value of outplacement benefits ($55,500). |
-42-Voya 2024 Proxy Statement | | | 56 |
TABLE OF CONTENTS Grants of Plan-Based Awards The table below presents individual grants of awards made to each NEO during 20202023 under the 2019 Omnibus Plan and Annual Cash Incentive Plan. Grants of Plan-Based Awards Table for 20202023 Rodney O. Martin, Jr. | | | Long-Term Incentive RSUs | | | 2/20/2020 | | | | | | | | | | | | | | | | | | | | | 62,668 | | | | | | | | | $3,986,938 | | | | Long-Term Incentive PSUs | | | 2/20/2020 | | | | | | | | | | | | 31,035 | | | 82,761 | | | 124,141 | | | | | | | | | | | | $5,119,595 | | | | Annual Incentive | | | | | | | | | $2,700,000 | | | 5,400,000 | | | | | | | | | | | | | | | | | | | | | | Michael S. Smith | | | Long-Term | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive RSUs | | | 2/20/2020 | | | | | | | | | | | | | | | | | | | | | 19,805 | | | | | | | | | $1,259,994 | | | | Long-Term | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive PSUs | | | 2/20/2020 | | | | | | | | | | | | 9,807 | | | 26,154 | | | 39,231 | | | | | | | | | | | | $1,617,886 | | | | Annual Incentive | | | | | | | | | 1,120,000 | | | 2,240,000 | | | | | | | | | | | | | | | | | | | | | | Christine Hurtsellers | | | Long-Term | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive RSUs | | | 2/20/2020 | | | | | | | | | | | | | | | | | | | | | 17,824 | | | | | | | | | $1,133,963 | | | | Long-Term | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive PSUs | | | 2/20/2020 | | | | | | | | | | | | 8,827 | | | 23,539 | | | 35,308 | | | | | | | | | | | | $1,456,123 | | | | Annual Incentive | | | | | | | | | 1,800,000 | | | 3,600,000 | | | | | | | | | | | | | | | | | | | | | | Charles P. Nelson | | | Long-Term Incentive RSUs | | | 2/20/2020 | | | | | | | | | | | | | | | | | | | | | 18,588 | | | | | | | | | $1,182,569 | | | | Long-Term | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Incentive PSUs | | | 2/20/2020 | | | | | | | | | | | | 9,205 | | | 24,548 | | | 36,822 | | | | | | | | | | | | $1,518,539 | | | | Annual Incentive | | | | | | | | | 1,095,000 | | | 2,190,000 | | | | | | | | | | | | | | | | | | | | | | Margaret M. Parent | | | Long-Term Incentive RSUs | | | 2/20/2020 | | | | | | | | | | | | | | | | | | | | | 9,735 | | | | | | | | | $619,341 | | | | Long-Term Incentive PSUs | | | 2/20/2020 | | | | | | | | | | | | 4,821 | | | 12,856 | | | 19,284 | | | | | | | | | | | | $795,272 | | | | Annual Incentive | | | | | | | | | 1,085,000 | | | 2,170,000 | | | | | | | | | | | | | | | | | | | | | |
Heather Lavallee | | | 2019 Omnibus Plan — Long-Term
Incentive RSUs | | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | 35,351 | | | | | | | | | $2,521,940 | | | | 2019 Omnibus Plan — Long-Term
Incentive PSUs | | | 2/22/2023 | | | | | | | | | | | | 16,198 | | | 43,195 | | | 64,792 | | | | | | | | | | | | $3,308,305 | | | | Annual Incentive Plan | | | | | | | | | $2,137,500 | | | $4,275,000 | | | | | | | | | | | | | | | | | | | | | | Don Templin | | | 2019 Omnibus Plan — Long-Term
Incentive RSUs | | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | 18,407 | | | | | | | | | $1,313,155 | | | | 2019 Omnibus Plan — Long-Term
Incentive PSUs | | | 2/22/2023 | | | | | | | | | | | | 8,434 | | | 22,491 | | | 33,736 | | | | | | | | | | | | $1,722,586 | | | | Annual Incentive Plan | | | | | | | | | $1,600,000 | | | $3,200,000 | | | | | | | | | | | | | | | | | | | | | | Rodney O. Martin, Jr. | | | 2019 Omnibus Plan — Long-Term
Incentive RSUs | | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | 61,296 | | | | | | | | | $4,372,857 | | | | 2019 Omnibus Plan — Long-Term
Incentive PSUs | | | 2/22/2023 | | | | | | | | | | | | 28,086 | | | 74,897 | | | 112,345 | | | | | | | | | | | | $5,736,361 | | | | Annual Incentive Plan | | | | | | | | | $2,306,250 | | | $4,612,500 | | | | | | | | | | | | | | | | | | | | | | Christine Hurtsellers | | | 2019 Omnibus Plan — Long-Term
Incentive RSUs | | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | 15,818 | | | | | | | | | $1,128,456 | | | | 2019 Omnibus Plan — Long-Term
Incentive PSUs | | | 2/22/2023 | | | | | | | | | | | | 7,248 | | | 19,328 | | | 28,992 | | | | | | | | | | | | $1,480,332 | | | | Annual Incentive Plan | | | | | | | | | $1,875,000 | | | $3,750,000 | | | | | | | | | | | | | | | | | | | | | | Rob Grubka | | | 2019 Omnibus Plan — Long-Term
Incentive RSUs | | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | 13,161 | | | | | | | | | $938,906 | | | | 2019 Omnibus Plan — Long-Term
Incentive PSUs | | | 2/22/2023 | | | | | | | | | | | | 6,030 | | | 16,081 | | | 24,121 | | | | | | | | | | | | $1,231,644 | | | | Annual Incentive Plan | | | | | | | | | $1,950,000 | | | $3,900,000 | | | | | | | | | | | | | | | | | | | | | | Former Executive Officer | Kevin Silva | | | 2019 Omnibus Plan – Long-Term Incentive RSUs | | | 2/22/2023 | | | | | | | | | | | | | | | | | | | | | 8,601 | | | | | | | | | $613,595 | | | | 2019 Omnibus Plan – Long-Term Incentive PSUs | | | 2/22/2023 | | | | | | | | | | | | 3,940 | | | 10,509 | | | 15,763 | | | | | | | | | | | | $804,884 | | | | Annual Incentive Plan(3) | | | | | | | | | $674,863 | | | $1,349,726 | | | | | | | | | | | | | | | | | | | | | |
(1)
| PSUs granted on February 20, 2020 that22, 2023 will cliff vest on February 20, 2023.17, 2026. The value at vesting will depend both on the Company’sVoya’s stock price at the time of vesting and on the Company’sVoya’s achievement of pre-established performance measures (Adjusted Operating Return on Equity Excluding Unlocking (20%), Adjusted Operating Earnings Per Share Excluding Unlocking (30%) and 2020-2023 Relative Total Shareholder Return (50%)). Maximum payout is 150%. |
(2)
| Amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718718. |
(3)
| Target and Maximum payout amounts are prorated to reflect Mr. Silva’s termination on November 30, 2023 |
-43-Voya 2024 Proxy Statement | | | 57 |
TABLE OF CONTENTS 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, 2020.2023. Outstanding Equity Awards Table at 20202023 Year End Rodney O. Martin, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 158,900(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,042(2) | | | $1,178,670 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 75,834(5) | | | $4,459,798 | | | | | | | | | | | | | | | | | | | 44,886(3) | | | $2,639,746 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 89,152(6) | | | $5,243,029 | | | | | | | | | | | | | | | | | | | 59,684(4) | | | $3,510,016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 82,761(7) | | | $4,867,174 | Michael S. Smith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 111,200(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | | | | 35,587(9) | | | 35,587 | | | | | | $50.03 | | | 02/21/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,347(2) | | | $373,267 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,014(5) | | | $1,412,263 | | | | | | | | | | | | | | | | | | | 11,034(3) | | | $648,910 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,870(6) | | | $1,227,365 | | | | | | | | | | | | | | | | | | | 19,805(4) | | | $1,164,732 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,154(7) | | | $1,538,117 | Christine Hurtsellers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 39,700(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | | | | 35,587(9) | | | 35,587 | | | | | | $50.03 | | | 02/21/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,681(2) | | | $392,910 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,278(5) | | | $1,486,599 | | | | | | | | | | | | | | | | | | | 13,312(3) | | | $782,879 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,180(6) | | | $1,480,836 | | | | | | | | | | | | | | | | | | | 17,824(4) | | | $1,048,229 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,539(7) | | | $1,384,329 | Charles P. Nelson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,710(10) | | | $688,665 | | | | | | | | | | 111,200(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | | | | 35,587(9) | | | 35,587 | | | | | | $50.03 | | | 02/21/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,495(2) | | | $381,971 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,576(5) | | | $1,445,315 | | | | | | | | | | | | | | | | | | | 10,341(3) | | | $608,154 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,416(6) | | | $1,200,665 | | | | | | | | | | | | | | | | | | | 17,943(4) | | | $1,055,228 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,548(7) | | | $1,443,668 | Margaret M. Parent | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,587 | | | 35,587(9) | | | | | | $50.03 | | | 02/21/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,735(2) | | | $219,655 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,131(5) | | | $831,044 | | | | | | | | | | | | | | | | | | | 5,666(3) | | | $333,217 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,718(6) | | | $630,326 | | | | | | | | | | | | | | | | | | | 9,269(4) | | | $545,110 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,856(7) | | | $756,061 |
| | | Heather Lavallee | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2021 RSUs | | | | | | | | | | | | | | | | | | | | | 3,552(2) | | | $259,154 | | | | | | | 2021 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,837(5) | | | $1,009,548 | 2022 RSUs | | | | | | | | | | | | | | | | | | | | | 5,708(3) | | | $416,456 | | | | | | | 2022 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,611(6) | | | $774,179 | 2022 Off-Cycle RSUs | | | | | | | | | | | | | | | | | | | | | 16,792(10) | | | $1,225,144 | | | | | | | 2022 Off-Cycle PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 100,755(11) | | | $7,351,085 | 2023 RSUs | | | | | | | | | | | | | | | | | | | | | 35,351(4) | | | $2,579,209 | | | | | | | 2023 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 43,195(7) | | | $3,151,507 | | | | Don Templin | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2023 RSUs | | | | | | | | | | | | | | | | | | | | | 18,407(4) | | | $1,342,975 | | | | | | | 2023 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,491(7) | | | $1,640,943 | | | | Rodney O. Martin, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2021 RSUs | | | | | | | | | | | | | | | | | | | | | 26,483(2) | | | $1,932,200 | | | | | | | 2021 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 106,365(5) | | | $7,760,390 | 2022 RSUs | | | | | | | | | | | | | | | | | | | | | 44,683(3) | | | $3,260,072 | | | | | | | 2022 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 86,279(6) | | | $6,294,916 | 2023 RSUs | | | | | | | | | | | | | | | | | | | | | 59,009(4) | | | $4,305,297 | | | | | | | 2023 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 74,897(7) | | | $5,464,485 | | | | Christine Hurtsellers | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2015 Performance Options | | | | | | 39,700(8) | | | | | | | | | $37.60 | | | 12/16/2025 | | | | | | | | | | | | | 2019 Performance Options | | | | | | 71,174(9) | | | | | | | | | $50.03 | | | 02/21/2029 | | | | | | | | | | | | | 2021 RSUs | | | | | | | | | | | | | | | | | | | | | 6,406(2) | | | $467,382 | | | | | | | 2021 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,023(5) | | | $1,898,638 | 2022 RSUs | | | | | | | | | | | | | | | | | | | | | 10,857(3) | | | $792,127 | | | | | | | 2022 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,045(6) | | | $1,535,443 | 2022 Off-cycle RSUs | | | | | | | | | | | | | | | | | | | | | 3,358(12) | | | $245,000 | | | | | | | 2022 Off-cycle PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,631(13) | | | $1,286,358 | 2023 RSUs | | | | | | | | | | | | | | | | | | | | | 15,168(4) | | | $1,106,657 | | 2023 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,328(7) | | | $1,410,171 | | | | Rob Grubka | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2021 RSUs | | | | | | | | | | | | | | | | | | | | | 3,260(2) | | | $237,850 | | | | | | | 2021 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,701(5) | | | $926,665 | 2022 RSUs | | | | | | | | | | | | | | | | | | | | | 5,708(3) | | | $416,456 | | | | | | | 2022 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,611(6) | | | $774,179 | 2022 Off-Cycle RSUs | | | | | | | | | | | | | | | | | | | | | 3,358(12) | | | $245,000 | | | | | | | 2022 Off-Cycle PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,631(13) | | | $1,286,358 | 2023 RSUs | | | | | | | | | | | | | | | | | | | | | 13,161(4) | | | $960,227 | | | | | | | 2023 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,081(7) | | | $1,173,270 |
Voya 2024 Proxy Statement | | | 58 |
TABLE OF CONTENTS | Former Executive Officer | | | | Kevin Silva | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2019 Performance Options | | | | | | 71,174(9) | | | | | | | | | $50.03 | | | 2/21/2029 | | | | | | | | | | | | | 2021 RSUs | | | | | | | | | | | | | | | | | | | | | 3,183(2) | | | $232,232 | | | | | | | 2021 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,952(5) | | | $944,978 | 2022 RSUs | | | | | | | | | | | | | | | | | | | | | 6,363(3) | | | $464,244 | | | | | | | 2022 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,397(6) | | | $904,485 | 2022 Off-Cycle PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,631(13) | | | $1,286,358 | 2023 RSUs | | | | | | | | | | | | | | | | | | | | | 8,206(4) | | | $598,710 | | | | | | | 2023 PSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,509(7) | | | $766,737 |
(1)
| The market value of the Company’sCompany's equity awards was determined by multiplying $58.81,$72.96, the closing price per share of the Company’sCompany's common stock, as reported by the NYSE, on December 31, 2020,29, 2023, by the number of units. |
TABLE OF CONTENTS
(2)
| Represents RSUs.RSUs of Voya Financial, Inc. One third of such units vested on February 21, 2019,22, 2022, one third of such units vested on February 21, 202022, 2023 and the remaining one thirdone-third vested on February 21, 2021.20, 2024. |
(3)
| Represents RSUs.RSUs of Voya Financial, Inc. One third of such units vested on February 21, 2020,22, 2023, one third of such units vested on February 21, 202120, 2024 and the remaining one thirdone-third is scheduled to vest on February 21, 2022.18, 2025. |
(4)
| Represents RSUs.RSUs of Voya Financial, Inc. One third of such units vested on February 20, 20212024 and the remaining two-thirds of such units are scheduled to vest in equal amounts on February 20, 202218, 2025 and February 20, 2023.17, 2026. |
(5)
| Represents PSUs.PSUs of Voya Financial, Inc. All of such units vested on February 21, 2021, subject to achievement of applicable performance goals.20, 2024. |
(6)
| Represents PSUs.PSUs of Voya Financial, Inc. All of such units are scheduled to vest on February 21, 2022, subject to achievement of applicable performance goals.18, 2025. |
(7)
| Represents PSUs.PSUs of Voya Financial, Inc. All of such units are scheduled to vest on February 20, 2023, subject to achievement of applicable performance goals.17, 2026. |
(8)
| Represents performance-vested non-qualified stock options of Voya Financial, Inc. granted on December 16, 2015. One quarter of the award vested on March 31, 2017 but remained restricted untiland became exercisable on March 31, 2018 and the remaining three-quarters vested on June 30, 2017 but remained restricted untiland became exercisable on June 30, 2018. |
(9)
| Represents performance-vested non-qualified stock options of Voya Financial, Inc. granted on February 21, 2019. One half of the award vested on April 22, 2019 and became exercisable on April 22, 2020. The remaining half of the award have vested and will becomebecame exercisable on July 31, 2021, and will remain exercisable until February 21, 2029.31. 2021. |
(10)
| Represents RSUs. The one halfRSUs of Voya Financial, Inc. granted on July 7, 2022. All such units vested on May 1, 2019 and the remaining half isare scheduled to vest on MayJuly 1, 2025. |
(11)
| Represents PSUs of Voya Financial, Inc. granted on July 7, 2022. All such units may vest between July 1, 2023 and June 30, 2025 depending on the achievement of performance metrics. The first performance metric was achieved in 2023. Vestings that occur between July 1, 2023 and June 30, 2024 will be deferred until June 30,2025. Vestings that occur between July 1, 2024 and June 30,2025 will be deferred for one year from the vesting date. |
(12)
| Represents RSUs of Voya Financial, Inc. granted on July 7, 2022. One third vested on July 1, 2023, with the remaining two-thirds scheduled to vest on July 1, 2024 and July 1, 2025 in equal amounts. |
(13)
| Represents PSUs of Voya Financial, Inc. granted on July 7, 2022. All such units may vest between July 1, 2023 and June 30, 2025 depending on the achievement of performance metrics. The first performance metric was achieved in 2023. Each vesting event is further subject to a one-year deferral period. |
-45-Voya 2024 Proxy Statement | | | 59 |
TABLE OF CONTENTS Option Exercises and Stock Vested in 20202023 The following table provides information regarding all of the RSUs and PSUs held by the NEOs that vested during 20202023 and options that were exercised by NEOs during 2020.2023. Mr. Templin did not have any option exercises or stock vested in 2023 and therefore is not included in the table below. Option Exercises and Stock Vested Table for 20202023 Rodney O. Martin, Jr. Heather Lavallee
| | | | | | | | | 2,9843,945
| | | $189,842293,666(1) | | | | | | | | | | 20,0411,700
| | | $1,266,391126,548(2) | | | | | | | | | | 22,4423,552
| | | $1,418,110264,411(3) | | | | | | | | | | 132,6522,854
| | | $8,382,280209,312(4) | Rodney O. Martin, Jr. | | | | | | | | | 72,416 | | | $5,390,647(1) | | | | | | | | | | 19,895 | | | $1,480,984(2) | | | | | | | | | | 26,481 | | | $1,971,246(3) | | | | | | | | | | 22,340 | | | $1,638,416(4) | | | | 158,900 | | | $5,818,730(5) | | | | | | | Christine Hurtsellers | | | | | | | | | 20,597 | | | $1,533,241(1) | | | | | | | | | | 5,942 | | | $442,322(2) | | | | | | | | | | 6,404 | | | $476,714(3) | | | | | | | | | | 1,679 | | | $120,670(4) | | | | | | | | | | 23,2385,427
| | | $1,468,409398,016(5)(4) | Michael S. SmithRob Grubka
| | | | | | | | | 6,3463,076
| | | $401,004228,977(1) | | | | | | | | | | 1,326 | | | $98,707(2) | | | | | | | | | | 5,5163,260
| | | $348,556242,674(3) | | | | | | | | | | 37,5061,679
| | | $2,370,004120,670(4) | | | | | | | | | | 6,5702,854
| | | $415,158209,312(5)(4) | Christine HurtsellersFormer Executive Officer
| Kevin Silva | | | | | | | | | 6,68010,251
| | | $422,109763,084(1) | | | | | | | | | | 2,801 | | | $208,506(2) | | | | | | | | | | 6,6563,182
| | | $420,593236,868(3) | | | | | | | | | | 31,5843,181
| | | $1,995,793233,295(4) | | | | | | | | | | 5,5331,679
| | | $349,630(5) | Charles P. Nelson
| | | | | | | | | 645
| | | $41,035(1)
| | | | | | | | | | 6,495
| | | $410,419(2)
| | | | | | | | | | 5,170
| | | $326,692(3)
| | | | | | | | | | 38,602
| | | $2,439,260120,670(4)
| | | | | | | | | | 6,762699
| | | $427,291(5) | Margaret M. Parent
| | | | | | | | | 466
| | | $27,685(1)
| | | | | | | | | | 3,734
| | | $235,951(2)
| | | | | | | | | | 2,833
| | | $179,017(3)
| | | | | | | | | | 16,143
| | | $1,020,07649,985(4)
| | | | | | | | | | 2,828
| | | $178,701(5)
|
(1)
| Represents vesting of a portion of Voya performance share awards granted under the Omnibus Plan during 2020. |
(2)
| Represents vesting of a portion of Voya restricted awards granted under the Omnibus Plan during 2020. |
(2)
(3)
| Represents vesting of a portion of Voya restricted awards granted under the Omnibus Plan during 2018.2021. |
(3)
(4)
| Represents vesting of a portion of Voya restricted awards granted under the Omnibus Plan during 2019.2022. |
(4)
(5)
| Represents vestingperformance-vested non-qualified stock options of a portionVoya Financial, Inc. granted on December 16, 2015 that vested in 2017 and remained restricted until 2018. |
Voya 2024 Proxy Statement | | | 60 |
TABLE OF CONTENTS Pay Versus Performance Our CEOs are the principal executive officers (“PEOs”). PEO 1 is Mr. Martin, who was CEO in 2020, 2021, and 2022. PEO 2 is Ms. Lavallee, who was CEO in 2023. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. The following table sets forth information concerning the compensation of our PEOs and other NEOs for each of the fiscal years (“FY”) ended December 31, 2020, 2021, 2022 and 2023 and our financial performance for each such fiscal year: 2023 | | | $0 | | | $0 | | | $8,722,372 | | | $11,013,417 | | | $6,665,517 | | | $8,884,546 | | | $125.97 | | | $133.20 | | | $625.0 | | | 100% | 2022 | | | $14,676,883 | | | $13,193,735 | | | $0 | | | $0 | | | $4,828,157 | | | $4,745,267 | | | $104.40 | | | $118.77 | | | $510.0 | | | 53% | 2021 | | | $16,030,105 | | | $19,751,360 | | | $0 | | | $0 | | | $5,439,994 | | | $6,280,117 | | | $111.20 | | | $132.75 | | | $2,126.0 | | | 21% | 2020 | | | $13,597,008 | | | $12,993,061 | | | $0 | | | $0 | | | $4,581,542 | | | $4,167,899 | | | $97.55 | | | $98.31 | | | ($206.0) | | | 64% |
(1)
| Refer to the Summary Compensation Table as set forth on page 55 of performance share awards granted underthis proxy statement. For each of 2020, 2021, and 2022 and 2023, the Omnibus Plan during 2017.NEOs were: |
2023 | | | | | | Heather
Lavallee | | | Donald C. Templin, Rodney O. Martin, Jr., Christine Hurtsellers, Robert Grubka,
Kevin Silva | 2022 | | | Rodney O. Martin, Jr. | | | | | | Michael S. Smith, Donald C. Templin, Heather Lavallee, Christine Hurtsellers,
Charles Nelson | 2021 | | | Rodney O. Martin, Jr. | | | | | | Michael S. Smith, Heather Lavallee, Christine Hurtsellers, Charles Nelson | 2020 | | | Rodney O. Martin, Jr. | | | | | | Michael S. Smith, Christine Hurtsellers, Charles Nelson, Margaret Parent |
(5)
(2)
| RepresentsThe dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), adjusted as follows in the table below, as determined in accordance with SEC rules. None of the equity awards held by our NEOs was forfeited during fiscal year 2023; therefore, no amounts are reported for forfeited awards. “Compensation actually paid” does not necessarily represent cash, pension contributions, and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. Similarly, no adjustment is made for dividends because the amount associated with such dividends are reflected in the fair value of a portion of restricted awards granted under the Omnibus Plan during 2017.award for the covered fiscal year. |
Reconciliation of SCT Total to CAP Total 2023 | | | PEO | | | $8,722,372 | | | $5,830,245 | | | $113,898 | | | $28,905 | | | $6,158,229 | | | $1,879,617 | | | $168,438 | | | $11,013,417 | | | | Non- PEO NEOs | | | $6,665,517 | | | $3,868,555 | | | $73,029 | | | $15,154 | | | $4,086,180 | | | $1,433,925 | | | $625,353 | | | $8,884,546 |
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, 2019. The TSR peer group consists of the S&P 500 Financials Sector Index, which is used for our Stock Performance presentation set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
(4)
| Our Company-Selected Measure, which is the measure that we believe represents the most important financial performance measure not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2023 to our Company’s performance is Relative TSR, which is consistent with the peer group metric used for our PSUs under our annual Long Term Incentive Program. For illustrative purposes, calculations within this column are based on 1-year measurements (as opposed to the 3-year relative TSR performance period regarding the Company’s PSUs). For purposes of relative TSR, the peer group used in the PSU metric under our annual Long-Term Incentive Program refer to the Comparison Group as set forth on pages 41-42. |
Voya 2024 Proxy Statement | | | 61 |
TABLE OF CONTENTS Narrative to Pay Versus Performance Table For the fiscal year ended December 31, 2023, there are six important performance measures used to link compensation actually paid to our NEOs to company performance. Our NEO’s target total compensation is heavily weighted towards short and long-term performance with performance goals aligned with our shareholders’ interests. The majority of target compensation was weighted toward long-term equity performance and time-based awards and the financial performance metrics for long-term equity-based incentive awards were Adjusted Operating Return on Equity (ROE), Adjusted Operating Earnings Per Share (EPS) and Relative Total Shareholder Return (TSR). The short-term incentive program’s funding metrics are Adjusted Operating Earnings, Adjusted Operating Return on Allocated Capital as well as Strategic Indicators as a non-financial performance measure with quantitative metrics. Important Performance Measures | | | | Adjusted Operating Return on Equity | | | | Adjusted Operating Earnings Per Share | | | | Relative Total Shareholder Return | | | | Adjusted Operating Earnings Before Taxes | | | | Adjusted Operating Return on Allocated Capital | | | | Strategic Indicators | | | |
Voya 2024 Proxy Statement | | | 62 |
TABLE OF CONTENTS 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. Voya 2024 Proxy Statement | | | 63 |
TABLE OF CONTENTS 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.
Voya 2024 Proxy Statement | | | 64 |
TABLE OF CONTENTS 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. Voya 2024 Proxy Statement | | | 65 |
TABLE OF CONTENTS Pension Benefits As described above under “—Tax-qualifiedTax-Qualified and Non-qualifiedNon-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 2020,2023, regular full-time and part-time employees of the Company were covered by the Retirement Plan. Participants in the Retirement Plan whose benefits cannot be paid from the Retirement Plan as a result of Internal Revenue Service (“IRS”)(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 CompanyCompany’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, TABLE OF CONTENTS
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 20202023 that rate was 2.8%3.75%). Participants in the Retirement Plan and the SERP prior to January 1, 2012, including Ms. Hurtsellers and Ms. Lavallee, transitioned to the new cash balance pension formula during the two-year period ending December 31, 2013. Benefits that accrued during the transition period have been determined based on the prior final average pay pension formula or the new cash balance pension formula, whichever is greater. Pension benefits that accrue after the transition period are solely based on the new cash balance pension formula. The SERP benefit is equal to the difference between (a) the participant’s retirement benefit before taking into account the tax limitations on eligible compensation and other compensation deferrals and (b) the participant’s actual retirement benefit paid from the Retirement Plan. Because they began employment after December 31, 2008, the benefits of all NEOs, except Ms. Hurtsellers and Ms. Lavallee, will be determined based solely on the new cash balance pension formula. A participant’s retirement benefits under the Retirement Plan and the SERP vest in full upon completion of three years of vesting service, when the participant reaches age 65 or if the participant dies while in active service with the Company. Participants may begin receiving full retirement benefits at age 65 and may be eligible for reduced benefits if retiring at an earlier age with a minimum of three years of vesting service. As of December 31, 2020,2023, all NEOs, except Mr. Templin, were fully vested in Retirement Plan benefits and eligible for early retirement under the Retirement Plan. Eligible compensation generally includes base salary, annual cash incentive award and commissions, if applicable. Cash balance pension benefits under the Retirement Plan are generally payable as a lump-sum but may be paid as a monthly annuity. Cash balance pension benefits under the SERP are payable as a lump sum only. Benefits that accrued under the Retirement Plan and SERP before the cash balance transition period are generally payable in the form of a monthly annuity, though certain benefits under the Retirement Plan may be received as a lump-sum or partial lump-sum payment. Benefits under the SERP may be forfeited at the discretion of the Company if the participant engages in unauthorized competition with the Company, is discharged for cause, or performs acts of willful malfeasance or gross negligence in a matter of material importance to the Company. The following table presents the accumulated benefits under the Company pension plans in which each NEO participates. Pension Benefits in 2020
Rodney O. Martin, Jr. | | | Retirement Plan | | | 9.00 | | | $109,845 | | | $0 | | | | SERP | | | 9.00 | | | $219,173 | | | $0 |
| | | | | | | | | | | | | Michael S. Smith | | | Retirement Plan | | | 9.00 | | | $110,807 | | | $0 | | | | SERP | | | 9.00 | | | $220,219 | | | $0 |
| | | | | | | | | | | | | Christine Hurtsellers | | | Retirement Plan | | | 16.00 | | | $553,833 | | | $0 | | | | SERP | | | 16.00 | | | $1,235,583 | | | $0 |
| | | | | | | | | | | | | Charles P. Nelson | | | Retirement Plan | | | 5.67 | | | $71,788 | | | $0 | | | | SERP | | | 5.67 | | | $128,048 | | | $0 |
| | | | | | | | | | | | | Margaret M. Parent | | | Retirement Plan | | | 4.24 | | | $53,831 | | | $0 | | | | SERP | | | 4.24 | | | $94,702 | | | $0 |
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TABLE OF CONTENTS Present Value of Pension Benefits as of December 31, 2023 Heather Lavallee | | | Voya Retirement Plan | | | 15.00 | | | $245,169 | | | $0 | | | | | | | Voya SERP | | | | | | $507,949 | | | $0 | | | | | | | Total | | | | | | $753,118 | | | | | | $113,898 | Donald Templin | | | Voya Retirement Plan | | | 1.13 | | | $16,731 | | | $0 | | | | | | | Voya SERP | | | | | | $25,104 | | | $0 | | | | | | | Total | | | | | | $41,835 | | | | | | $38,123 | Rodney Martin | | | Voya Retirement Plan | | | 12.00 | | | $155,779 | | | $0 | | | | | | | Voya SERP | | | | | | $310,884 | | | $0 | | | | | | | Total | | | | | | $466,663 | | | | | | $53,681 | Christine Hurtsellers | | | Voya Retirement Plan | | | 19.00 | | | $470,208 | | | $0 | | | | | | | Voya SERP | | | | | | $1,035,679 | | | $0 | | | | | | | Total | | | | | | $1,505,887 | | | | | | $153,568 | Robert Grubka | | | Voya Retirement Plan | | | 8.87 | | | $97,826 | | | $0 | | | | | | | Voya SERP | | | | | | $162,585 | | | $0 | | | | | | | Total | | | | | | $260,411 | | | | | | $66,661 | Former Executive Officer | | | | | | | | | | | | | | | | Kevin Silva | | | Voya Retirement Plan | | | 11.86 | | | $155,500 | | | $0 | | | | | | | Voya SERP | | | | | | $293,036 | | | $0 | | | | | | | Total | | | | | | $448,536 | | | | | | $53,111 |
The present value of accumulated benefits under the Retirement Plan and the SERP shown in the “—Pension Benefits in 2020”as of December 31, 2023” table is calculated using the same actuarial assumptions used by the Company for GAAP financial reporting purposes, and assuming benefits commence as of age 65 under both plans. Those assumptions are: | ▪ | The discount rate is 5.28%; |
| ▪ | The post-retirement mortality assumption used for annuity payments and to measure liabilities under ASC 175 is based on the PRI-2012 Retiree, Amounts-Weighted, White Collar Mortality Table (Gender Specific) with generational mortality improvement projected using Scale MP-2021 after commencement at age 65. No mortality is assumed before age 65; and |
| ▪ | The long-term interest crediting rate on cash balance accounts is 3.75%. |
The discount rate is 2.67%;
The post-retirement mortality assumption used 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-2020 after commencement at age 65; No mortality is assumed before age 65; and
The long-term interest crediting rate on cash balance accounts is 2.80%.
NonqualifiedNon-Qualified Deferred Compensation Savings Plans (DCSP)
The Company maintains the DCSP, a nonqualifiednon-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. Voya 409A Deferred Compensation Savings Plan
Eligible employees who meet certain compensation thresholds may elect to participate in the DCSP. Participating employees may elect to defer up to 50% of their salary, up to 50% of their sales-based commission compensation, or up to 100% of their short-term variable compensation (excluding sales-based commissions). In addition, participants may also elect to defer compensation they would have contributed to their 401(k) Plan accounts were it not for the compensation and contribution limits under the Code (a “spillover deferral” election). The Company provides a 100% matching contribution on spillover deferral amounts to enable Company-Company matched contributions on deferrals that are in excess of the Code’s 401(k) contribution limits. Compensation eligible for spillover deferral and matching benefits is limited to three times the Code compensation limit, which was $285,000$330,000 for 2020.2023. The aggregate Company match under the 401(k) Plan and DCSP for 20202023 was limited to $51,300$59,400 (6% of $855,000,$990,000, the maximum eligible compensation for 2020)2023). The table below presents, for each NEO, 20202023 information with respect to the DCSP. Voya 2024 Proxy Statement | | | 67 |
TABLE OF CONTENTS Non-Qualified Deferred Compensation Plans Table for 20202023 Rodney O. Martin, Jr. | | | $954,159 | | | $34,200 | | | $152,489 | | | $— | | | $5,815,066 | Michael S. Smith | | | $314,694 | | | $34,200 | | | $435,244 | | | $— | | | $3,014,185 | Christine Hurtsellers | | | $359,464 | | | $34,200 | | | $750,801 | | | $— | | | $3,847,415 | Charles P. Nelson | | | $290,648 | | | $34,200 | | | $36,064 | | | $— | | | $1,018,127 | Margaret M. Parent | | | $170,897 | | | $34,200 | | | $134,217 | | | $— | | | $869,861 |
Heather Lavallee | | | $168,632 | | | $39,600 | | | $376,302 | | | $— | | | $3,022,242 | Donald Templin | | | $220,442 | | | $39,600 | | | $25,397 | | | $— | | | $285,438 | Rodney Martin | | | $1,897,105 | | | $39,600 | | | $1,244,631 | | | $— | | | $12,150,294 | Christine Hurtsellers | | | $126,438 | | | $39,600 | | | $686,556 | | | $(138,212) | | | $4,493,725 | Robert Grubka | | | $178,125 | | | $39,600 | | | $223,244 | | | $— | | | $1,682,486 | Former Executive Officer | | | | | | | | | | | | | | | | Kevin Silva | | | $63,609 | | | $39,600 | | | $42,255 | | | $— | | | $1,220,102 |
(1)
| Amounts reported in this column that are reported in the “Summary Compensation Table” (for 2020)2023) are: Ms. Lavallee – $168,632 base salary; Mr. Martin—$200,559Templin – $28,714.26 base salary and annual incentive $753,600;bonus $191,727.24; Mr. Smith—base salary $163,494 and annual incentive $151,200; Ms. Hurtsellers—base salary $145,624 and annual incentive $213,840; Mr. Nelson—$95,519Martin – $53,855.01 base salary and annual incentive $195,129;bonus $1,792,000; Ms. Parent—$170,897Hurtsellers – $126,438 base salary; Mr. Grubka – $178,125 base salary; and Mr. Silva $63,609 base salary. |
(2)
| Amounts in this column reflect the interest earned on notional investments, which investments are elected by the participant. The participant has the ability to change his or her investment election only during open periods. |
(3)
| Ms. Hurtsellers began receiving In-Service distribution payments in June 2022. |
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Employment Agreements Employment Agreement of Mr. Martin On December 11, 2014, we entered intoThe Company has had an employment agreement (the “Original Agreement”) with Mr. Martin, ourserving as Chief Executive Officer and Chairman of the board of directors, which replaced and superseded Mr. Martin’s Amended and Restated Employment Agreement dated July 25, 2013 (the “Prior Agreement”), other than the provisions in the Prior Agreement that set forth the terms of the previously agreed transaction incentive awards pursuant to which Mr. Martin was entitled to receive shares of Company common stock in connection with the disposition of the Company’s common stock by ING Group. Since that time, weBoard, throughout its history as a public company. We have amended the Original Agreementoriginal agreement several times, most recently in March 2021July 2022 (as so amended, the “Agreement”). As of January 1, 2023, Mr. Martin's position changed from Chief Executive Officer and Chairman of the Board of Directors to Executive Chairman of the Board of Directors. The term of Mr. Martin’s employment under the Agreement expires December 31, 2022.expired on February 29, 2024.
Under the terms of this Agreement, in 2023, Mr. Martin, receivesas Executive Chairman of the Board of Directors, received an annual base salary of an amount not less than $1.2$1.025 million and has the opportunityremained eligible for certain incentive payments. Mr. Martin iswas and continues to be eligible to participate in the Company’s annual cash incentive compensation program (the “ACIP”)(ACIP). Mr. Martin’s target incentive opportunity under the ACIP is equal to 225% of base salary, with any actual award (higher or lower) to be determined by the Compensation, Benefits and BenefitsTalent Management Committee based on the Company’s actual performance, subject to the terms and conditions of the ACIP. Any actual award for the 2024 performance year would be prorated for the term of his 2024 employment. Mr. Martin iswas eligible to receive long-term equity-based incentive awards with a target value equal to 750% of base salary. Anysalary, and received an actual award (higher or lower) isfor the 2023 performance year that was determined by the Compensation, Benefits and BenefitsTalent Management Committee based on the Company’s actualand his performance and is subject to the terms and conditions of the applicable long-term incentive program. The Agreement does not provide for long-term equity-based incentive compensation for the 2024 performance year. Mr. Martin ishad been entitled to participate in each of the Company’s employee benefit and welfare plans, including plans providing retirement benefits and medical, dental, hospitalization, life or disability insurance, on a basis that is at least as favorable as that provided to other senior executives of the Company generally. The Agreement contains various provisions governing termination under various scenarios: Termination by the Company for Cause
If the Company terminatesscenarios which are no longer applicable due to Mr. Martin’s employment for Cause, the Company will pay his unpaidretirement.
Employment Letter of Ms. Lavallee On December 21, 2022, we agreed to changes to Ms. Lavallee’s compensation arrangements effective January 1, 2023. The changes include an increase in Ms. Lavallee's annual rate of base salary through the date of termination, any amount due for any accrued but unused paid time off, any expense reimbursements due or other accrued vestedto $950,000 from $835,000; a target cash entitlements and any earned but unpaid awardincentive opportunity under the ICPCompany’s Annual Cash Incentive Plan of 225% of Ms. Lavallee’s year-end base salary; and an increase in her target long-term incentive opportunity from 575% to 750% of her year-end base salary. Ms. Lavallee was eligible for a fiscal year ending before the date of termination (collectively, the “Accrued Compensation”). In addition, the Company will pay any benefits to which Mr. Martin is entitled under any plan, contract or arrangement other than those describedboth incentive opportunities at these higher targets in the Agreement (including any unpaid deferred compensation and other cash or in-kind compensation accrued by him through the end of his employment) (collectively, the “Other Benefits”). Under the agreement, Cause is defined as (a) willful failure to perform substantially under the Agreement, after written demand has been given by the Board that specifically identifies how Mr. Martin has not substantially performed his responsibilities, (b) engagement in illegal conduct or in gross negligence or willful misconduct, in any case, that is materially and demonstrably injurious to the Company, or (c) material breach of non-compete, non-solicitation or other restrictive covenantsannual awards granted in the Agreement.
Termination by Mr. Martin not for Good Reason
If Mr. Martin terminates his employment other than for Good Reason, the Company will pay Mr. Martin the Accrued Compensation and the Other Benefits.
Good Reason includes a) a reduction in salary or incentive award opportunities or failure to pay compensation or other amounts due under the Agreement, b) failure to nominate Mr. Martin to serve on the Company’s boardfirst quarter of directors and maintain Mr. Martin in the positions contemplated by the Agreement, or2024.
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TABLE OF CONTENTS any material reduction or other materially adverse action related to his authority, responsibilities or duties, c) relocationSeparation Agreement of his principal office more than 50 miles from the New York City metropolitan area or, d) following a change in control (as defined in the Agreement) only, no longer being Chief Executive Officer and Chairman of a publicly-traded company.Ms. Hurtsellers
Following any such termination, each outstanding unvested Equity Award held by Mr. Martin will continue to vest and be settled on the scheduled dates set forth in the agreements evidencing such awards without regard to any provisions regarding the effect of a termination of employment on such awards but otherwise subject to the terms and conditions set forth therein. The Company’s obligation with respect to the Equity Awards in the event of a termination by Mr. Martin other than for Good Reason is conditioned upon Mr. Martin’s execution and delivery, without subsequent revocation, ofOn January 9, 2024, we entered into an agreement releasingwith Ms. Hurtsellers in connection with her retirement. Under the agreement’s terms, Ms. Hurtsellers has continued as an employee to serve as a strategic advisor to Voya Investment Management and the Company in supporting the transition of her successor until her retirement later this year. For her role, Ms. Hurtsellers continues to receive a base salary (annualized at $300,000) in accordance with normal payroll practices and its affiliates from all other liabilityreceived annual incentive and his compliance with the non-compete, non-solicitation and other restrictive covenantslong-term incentive awards payable in the Agreement.
Termination by the Company without Cause or by Mr. Martinrespect of services rendered in 2023. Upon completion of such role, Ms. Hurtsellers will be eligible for Good Reason
If the Company terminates Mr. Martin’s employment without Cause or if he terminates his employment for Good Reason before a change in control, the Company will pay (1) his Accrued Compensation and the Other Benefits, (2) a pro rata ICPan additional cash incentive award determined as described in the second paragraph of this “Employment Agreement of Mr. Martin” section, multiplied by a fraction the numerator of which is the number of days of employment before termination and the denominator is 365, (3) a lump-sum severance payment equal to his salary plus his ICP award opportunity, multiplied by two, (4) reimbursement for up to 18 months of group healthcare premiums and (5) any Equity Awards will continue to be vested and settled on the scheduled dates set forthpaid in the agreements evidencing such awards.
If the Company terminates Mr. Martin’s employment without Cause or if he terminates his employment for Good Reason within two years following a change in control, Mr. Martin will receive the payments set forth in clauses (1) through (4) described in the immediate prior paragraph, except for clause (3) where the multiplier is two and half, and (5) any Equity Awards will continue to be vested and settled on the scheduled dates set forth in the agreements evidencing such awards, provided, however, to the extent such treatment would not cause a violation of Section 409A of the Code, if the award agreement for any such award provides for any accelerated vesting or settlement, then such provision will apply.
The Company’s obligation to make the payments and benefits specified in the immediate prior two paragraphs in the event of a termination by the Company without Cause or by Mr. Martin for Good Reason is conditioned upon Mr. Martin’s execution and delivery, without subsequent revocation, of an agreement releasing the Company and its affiliates from all other liability and his compliance with the non-compete, non-solicitation and other restrictive covenants in the Agreement, except that payment of the Accrued Compensation and the Other Benefits is not subject to such a condition. If the termination occurs within two years following a change in control, however, the condition on Mr. Martin to deliver the release agreement will only apply if the Company will have also delivered an agreement to Mr. Martin releasing him from all liability (other than the post- employment obligations contemplated in the Agreement).
In the event that an independent accounting firm designated by the Company with Mr. Martin’s written consent determines that any payment to or for Mr. Martin’s benefit made by the Company, any of its affiliates, any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets, or an affiliate of such person (collectively, the “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Code, then the accounting firm will determine whether such payments will be reduced so that no portion of such payment will be subject to the excise tax. Such reduction will occur if and only to the extent that it would result in Mr. Martin retaining a higher amount, on an after-tax basis (taking into account all applicable taxes), than if he received all of the Total Payments.
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Potential Payments upon a Termination or Change in Control Severance Plan. The Voya Financial, Inc. Severance Plan for Senior Managers (the “Severance Plan”)(Severance Plan) provides severance benefits for designated senior managers (“Plan Participants”)(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). The provisions of the Severance Plan do not apply to Mr. Martin, whose employment agreement provides for specific severance benefits and contains non-compete, non-solicitation and other restrictive covenants. Effective January 1, 2023, Ms. Lavallee's classification under the Severance Plan changed from “Tier 1” to “Principal Executive Officer” (as such terms are 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, Plan Participants 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 a period ranging from six months to one year (one year for NEOs); (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.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 proposed new Voya 2024 Omnibus Incentive Plan which shareholders are being asked to approve at the Annual Meeting. The new plan’s provisions affecting the treatment of equity awards upon termination or change in control are substantially the same as in the existing plan. For a description of such provisions, please see Proposal 3 on page 74. -51-Voya 2024 Proxy Statement | | | 69 |
TABLE OF CONTENTS 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, 2020.29, 2023. Rodney O. Martin, Jr | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case Prior to Change in Control) | | | $7,800,000 | | | $2,592,000 | | | $14,425 | | | $24,128,332 | | | $52,500 | | | $34,587,256 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $9,750,000 | | | $2,592,000 | | | $14,425 | | | $24,128,332 | | | $52,500 | | | $36,537,256 | | | | Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement or Voluntary Termination Other Than Good Reason | | | $— | | | $— | | | $— | | | $24,128,332 | | | $— | | | $24,128,332 | | | | Death and Disability | | | $— | | | $2,592,000 | | | $— | | | $24,128,332 | | | $— | | | $26,720,332 | Michael S. Smith | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $3,080,000 | | | $1,075,200 | | | $9,574 | | | $5,160,158 | | | $35,000 | | | $9,359,932 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $3,520,000 | | | $1,075,200 | | | $9,574 | | | $7,695,693 | | | $35,000 | | | $12,335,467 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Death and Disability | | | $— | | | $— | | | $— | | | $7,695,693 | | | $— | | | $7,695,693 | Christine Hurtsellers | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $4,200,000 | | | $1,728,000 | | | $11,421 | | | $5,437,154 | | | $35,000 | | | $11,411,574 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $4,800,000 | | | $1,728,000 | | | $11,421 | | | $7,943,989 | | | $35,000 | | | $14,518,409 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— $ | | | — | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $— $ | | | — | | | $— | | | | Death and Disability | | | $— | | | $— | | | $— | | | $7,943,989 $ | | | — | | | $7,943,989 | Charles P. Nelson | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $3,193,750 | | | $1,051,200 | | | $11,421 | | | $7,769,499 | | | $35,000 | | | $12,060,871 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $3,650,000 | | | $1,051,200 | | | $11,421 | | | $8,171,230 | | | $35,000 | | | $12,918,851 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $7,482,565 | | | $— | | | $7,482,565 | | | | Death and Disability | | | $— | | | $— | | | $— | | | $8,171,230 | | | $— | | | $8,171,230 |
Heather Lavallee | | | Involuntary Termination without Cause
(Prior to Change in Control) | | | $6,175,000 | | | $1,752,750 | | | $15,180 | | | $11,717,084 | | | $35,000 | | | $19,695,015 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $6,175,000 | | | $1,752,750 | | | $15,180 | | | $16,614,816 | | | $35,000 | | | $24,592,746 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Death and Disability | | | $— | | | $1,752,750 | | | $— | | | $16,614,816 | | | $— | | | $18,367,566 | Don Templin | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $4,200,000 | | | $1,312,000 | | | $— | | | $994,591 | | | $35,000 | | | $6,541,591 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $4,800,000 | | | $1,312,000 | | | $— | | | $2,983,918 | | | $35,000 | | | $9,130,918 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Death and Disability | | | $— | | | $1,312,000 | | | $— | | | $2,983,918 | | | $— | | | $4,295,918 | Rodney O. Martin, Jr.(6) | | | Retirement | | | $— | | | $1,891,125 | | | $— | | | $27,853,283 | | | $— | | | $29,744,408 | Christine Hurtsellers(7) | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $4,375,000 | | | $1,537,500 | | | $15,180 | | | $8,273,664 | | | $35,000 | | | $14,236,344 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $5,000,000 | | | $1,537,500 | | | $15,180 | | | $8,456,940 | | | $35,000 | | | $15,044,620 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement | | | $— | | | $1,537,500 | | | $— | | | $6,925,582 | | | $— | | | $8,463,082 | | | | Death and Disability | | | $— | | | $1,537,500 | | | $— | | | $8,456,940 | | | $— | | | $9,994,440 | Rob Grubka | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $4,550,000 | | | $1,599,000 | | | $15,180 | | | $3,809,023 | | | $35,000 | | | $10,008,203 | | | | Involuntary Termination without Cause or Voluntary Termination for Good Reason (in Each Case within 2 Years Following Change in Control) | | | $5,200,000 | | | $1,599,000 | | | $15,180 | | | $5,880,941 | | | $35,000 | | | $12,730,121 | | | | Voluntary Termination or Termination for Cause | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Retirement | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | | Death and Disability | | | $— | | | $1,599,000 | | | $— | | | $5,880,941 | | | $— | | | $7,479,941 |
Kevin Silva(8) | | | Involuntary Termination without Cause (Prior to Change in Control) | | | $2,323,125 | | | $554,354 | | | $7,506 | | | $5,106,981 | | | $105,991 | | | $8,097,957 |
(1)
| All amounts assume that the triggering event took place on December 31, 202029, 2023 (except for Mr. Silva who terminated on Nov. 30, 2023) and the price per share of the CompanyVoya common stock was $58.81. As of December 31, 2020, Mr. Martin and Mr. Nelson were the only NEOs eligible for retirement.$72.96. There are no change in control provisions that would affect the level of benefits payable from the pension plans. |
TABLE OF CONTENTS
(2)
| Under the terms of his employment agreement, Mr. Martin would receive a lump sum cash severance payment. Under the terms of theVoya 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 Mr. Smith, Ms. Hurtsellers and Mr. Nelson.all other NEOs. |
(3)
| Annual Incentive amount equals target award multiplied by a performance factor of 96%82% for 2020.2023. |
(4)
| TreatmentAs of December 29, 2023, Mr. Martin, Ms. Hurtsellers and valuationMr. Silva are retirement eligible under Voya's Long-Term Incentive Plan. Upon termination of employment, previously granted equity upon termination would becontinue to vest in accordance with the terms and conditions of individual equity award agreements. |
(5)
| All NEOs arewould be eligible, under the applicable scenarios, for the Company’s executive outplacement program which provides a benefit for up to 12 months post- terminationpost-termination at a fixed cost to the Company of approximately $35,000 per executive. |
(6)
| Mr. Martin retired on February 29, 2024. |
(7)
| Ms. Hurtsellers’ continued employment from January 8, 2024 as a strategic advisor to Voya Investment Management and the Company is governed by a separation agreement, which would determine actual payments upon any termination in 2024. |
(8)
| Mr. Silva’s employment was terminated on November 30, 2023. Amounts shown under the Severance and Annual Incentive columns reflect actual payments received by Mr. Silva pursuant to the terms of the Severance Plan. The amount shown in the Other Benefits column includes out placement benefit of $55,500 and payment for the CEO is extended to 18 months at a total costunused PTO of $52,500.$50,491. |
Margaret M. Parent departed the Company effective January 31, 2021. She received payments in accordance with the terms of the Severance Plan of $4,129,510, following her execution of a release. She will be subject to the following restrictive covenants (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. Ms. Parent was eligible for retirement treatment under the Omnibus Plan. Her outstanding equity awards as of December 31, 2020 were valued at $3,342,819 and continue to vest in accordance with their original terms.Voya 2024 Proxy Statement | | | 70 |
TABLE OF CONTENTS | | | $90,950 | | | $13,643 | | | n/a | | | n/a | | | $9,578 | | | $0 | | | $114,171 | | | 76 | CEO* | | | $950,000 | | | $1,752,750 | | | $5,830,245 | | | n/a | | | $113,898 | | | $75,479 | | | $8,722,372 | | | — |
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection 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 2020fiscal year 2023 for our CEO was $13,597,008$8,722,372 and for the median employee was $117,545.$114,171. The resulting ratio of our CEO’s annual total compensationpay to the annual total compensationpay of our median employee for 2020fiscal year 2023 was 11676 to 1. To identify the median of the annual total compensation of our employees (excluding our CEO), we usedutilized 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 U.S. full-time and part-time employees as well as seasonal and temporary workersemployees whose compensation was determined by us, in each case employed with us as of December 31, 2020. We2023. In accordance with SEC guidance, we excluded all of ourthe approximately 2,000 non-U.S. employees (who represent less than 5%who have become employees of the Company as a result of our entire work force) as permitted under the applicable SEC de minimis rule.acquisition of all remaining equity interest in VFI SLK Global Services Private Limited previously held by SLK Software Private Limited on August 1, 2023. Compensation for employees with a partial year of service was not annualized and no assumptions, adjustments or estimates were applied. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may useutilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. -53-Voya 2024 Proxy Statement | | | 71 |
TABLE OF CONTENTS REPORT OF OUR COMPENSATION AND BENEFITS COMMITTEEOur Compensation and Benefits Committee reviewed the Compensation Discussion and Analysis (CD&A), as prepared by the management of the Company, and discussed the CD&A with the management of the Company. Based on the Compensation and Benefits Committee’s review and discussions, the Committee recommended to the board that the CD&A be included in this proxy statement.
Compensation and Benefits Committee:
Ruth Ann M. Gillis (Chair)
Lynne Biggar
Aylwin B. Lewis
Joseph V. Tripodi
David Zwiener
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 GovernanceSocial Responsibility Committee reviews peer group data to understand market practices for director compensation with the assistance of itsthe board’s independent third partythird-party compensation consultant, Pay Governance LLC.consultant. Our non-employee director compensation is compared to that of companies in the Comparison Group described on page 3241 of this proxy statement. The Nominating, Governance and GovernanceSocial 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 2020. Based on the analysis of the Comparison Group data, our non-employee director compensation is at the middle of the market and the Nominating and Governance Committee recommended no changes to the non-employee director compensation in 2020.2023.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 chairChair of the Audit Committee is $30,000, the additional cash retainer for the chairsChair of the Compensation, Benefits and BenefitsTalent Management Committee, and the Nominating, Governance and GovernanceSocial Responsibility Committee, is $20,000 and the additional cash retainer for the chairs of the Risk, Investment and Finance Committee and the Technology, Innovation and Operations Committee, respectively, is $15,000.$20,000. The lead directorNon-Executive Chairperson receives an additional cash retainer of $25,000.$100,000. | Equity Compensation | | |
| | | Each non-employee director receives an annual equity grant of time-vested RSUs equal in value to $140,000$150,000 and subject to the stock ownership guidelines described below. Stock grants are made on the date of the annual meeting of shareholders at which a director is elected or re-elected to serve on the Board. For RSUs granted in 2013Board and 2014, 50% of the RSUswill vest on the second anniversarydate of the grant date, and 25% on each of the third and fourth such anniversaries. For RSUs granted in 2015 and 2016, 1/3 of the RSUs vest on each of the first, second and third anniversaries of the grant date. For RSUs granted in 2017 and later, the full amount vested on the first anniversary of the grant date.next annual meeting. | Director Compensation Deferral | | |
| | | In 2015, we adopted a deferred cash fee plan pursuant to which non-employee directors may elect to defer all or a portion of their cash director fees either into a cash account or into an account in the form of our common stock and receive amounts deferred upon the earlier of the in-service distribution date designated by the director and the date on which the director first ceases to be a director of the Company. Directors may elect to receive their distributions either in a single lump sum or in quarterly or annual installments over a period of five or ten10 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 by theno later of March 2020 orthan the fifth anniversary from the director’s initial election or appointment to the board.Board. For purposes of satisfying this ownership requirement, “Company stock” shall be deemed to include only (i) shares of Company common stock beneficially owned by the director and (ii) restricted stock units (vested and unvested) in respect of Company common stock awarded to the director. As of our latest measurement date (March 31, 2020)28, 2024), all of our non-employee directors (other than Mses. Butler and DeRose who joined the Board in 2021 and 2019, Ms. Butler, Ms. DeRoseBiggar, who rejoined the board in 2022, and Mr.Messrs. Bowman, Ersek, Leary and Lewis, who joined the Board in 2021, 20192023, 2023, 2024 and 2020, respectively) met the required ownership guideline level. 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 2020. Pursuant to SEC rules, this table includes equity awards granted during 2020, and excludes equity awards granted in 2021 in respect of 2020 service. Cash amounts, however, reflect amounts paid in respect of 2020 service, even if paid during 2021.
Lynne Biggar | | | $145,000 | | | $139,986 | | | $6,022 | | | $291,008 | Jane P. Chwick | | | $137,973 | | | $139,986 | | | $18,500 | | | $296,459 | Kathleen DeRose | | | $139,500 | | | $139,986 | | | $10,000 | | | $289,486 | Ruth Ann M. Gillis | | | $145,000 | | | $139,986 | | | $25,000 | | | $309,986 | J. Barry Griswell(4) | | | $63,697 | | | $139,986 | | | $12,500 | | | $216,183 | Aylwin B. Lewis(5) | | | $23,112 | | | $23,328 | | | $— | | | $46,440 | Byron H. Pollitt, Jr. | | | $150,000 | | | $139,986 | | | $25,000 | | | $314,986 | Joseph V. Tripodi | | | $130,000 | | | $139,986 | | | $25,000 | | | $294,986 | David Zwiener | | | $165,000 | | | $139,986 | | | $25,000 | | | $329,986 |
|
(1) | Certain directors elected to defer the cash portion of their Director Fees for 2020 under the Director Compensation Deferral Plan adopted in 2015 which is described above. |
(2)Voya 2024 Proxy Statement | | | 72 | 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 companyTABLE OF CONTENTS Director Summary Compensation Table The chart below indicates the elements and total value of cash compensation and of RSUs granted to each non-employee director for services performed in 2023. Pursuant to SEC rules, this table includes equity awards granted during 2023, and excludes equity awards granted in 2024 in respect of 2023 service. Cash amounts, however, reflect amounts paid in respect of 2023 service, even if paid during 2024. Lynne Biggar | | | $129,542 | | | $150,013 | | | $19,500 | | | $299,055 | Stephen Bowman | | | $101,355 | | | $184,974 | | | $25,000 | | | $311,329 | Yvette Butler | | | $136,659 | | | $150,013 | | | $0 | | | $286,672 | Jane Chwick | | | $144,659 | | | $150,013 | | | $9,000 | | | $303,672 | Kathleen DeRose | | | $155,000 | | | $150,013 | | | $17,200 | | | $322,213 | Hikmet Ersek | | | $101,355 | | | $184,974 | | | $0 | | | $286,329 | Ruth Ann Gillis | | | $101,500 | | | $150,013 | | | $25,000 | | | $276,513 | Aylwin Lewis | | | $135,000 | | | $150,013 | | | $0 | | | $285,013 | Byron H. Pollitt, Jr. | | | $109,991 | | | $0 | | | $0 | | | $109,991 | Joseph Tripodi | | | $146,159 | | | $150,013 | | | $22,500 | | | $318,672 | David Zwiener | | | $180,000 | | | $150,013 | | | $20,600 | | | $350,613 |
(1)
| Certain directors elected to defer the cash portion of their Director Fees for 2023 under the Director Compensation Deferral Plan adopted in 2015 which is described above. |
(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. For a description of our matching gifts program and our community investments, please see Part I – Corporate Responsibility – Community Investment. |
Director Equity Awards The following table sets forth outstanding equity awards held by each non-employee Director as of December 31, 2023. (4)
| Mr. Griswell passed away in June 2020.(5)Lynne Biggar | | | 3,807 | Mr. Lewis joined the Board on October 29, 2020. | |
| Director Equity Awards TableYvette Butler
Lynne Biggar
| | | 18,714
| Jane P. Chwick
| | | 20,001
| Kathleen DeRose
| | | 3,732
| Ruth Ann M. Gillis
| | | 16,545
| Aylwin B. Lewis
| | | 486
| Byron H. Pollitt, Jr.
| | | 16,545
| Joseph V. Tripodi
| | | 17,405
| David Zwiener
| | | 24,025
| | | 3,596 | Jane Chwick | | | 21,013 | Kathleen DeRose | | | 10,118 | Ruth Ann M. Gillis | | | 22,931 | Aylwin Lewis | | | 6,386 | Byron Pollitt, Jr.* | | | 0 | Joseph Tripodi | | | 16,270 | David Zwiener | | | 28,264 | Hikmet Ersek | | | 2,165 | Stephen Bowman | | | 2,165 |
*
| Mr. Pollitt retired from the Board on May 25, 2023. |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION There are no interlocking relationships between any member of our Compensation, and Benefits and Talent Management Committee and any of our executive officers that require disclosure under the applicable rules promulgated under the federal securities laws. -55-
|
Voya 2024 Proxy Statement | | | 73 |
TABLE OF CONTENTS Proposal 3: Approval of the Adoption of the Voya Financial, Inc. 2024 Omnibus Incentive Plan The shareholders are being asked to approve the adoption of the Voya Financial, Inc. 2024 Omnibus Incentive Plan (the “2024 Omnibus Plan”), which will serve to replace the existing Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan and the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan (collectively, the “Old Plans”) and the Voya Financial, Inc. Amended and Restated 2013 Omnibus Non-Employee Director Incentive (the “Non-Employee Director Plan” and, collectively with the Old Plans, the “Prior Plans”) as the principal plan through which we provide equity-based compensation to our employees and non-employee directors. The Non-Employee Director Plan expired in accordance with its terms on April 30, 2023, i.e., the tenth anniversary of its effective date, and we no longer have a shareholder approved equity plan under which stock awards to our non-employee directors can be granted. Accordingly, shareholders are being asked to approve the new 2024 Omnibus Incentive Plan. The 2024 Omnibus Plan, a copy of which is attached as Exhibit B to this proxy statement, is substantially the same as the 2019 Omnibus Employee Incentive Plan, except that: | ▪ | The 2024 Omnibus Plan provides for 8,000,000 shares of Company common stock to be initially available for issuance under the 2024 Omnibus Plan, less one (1) share for every one (1) share granted under the Prior Plans after December 31, 2023 and prior to the effective date of the 2024 Omnibus Plan, provided that, if (i) an award is forfeited, expires or settled for cash or (ii) after December 31, 2023, an award under any Prior Plan is forfeited, expires or is settled for cash, then the shares of Company common stock subject to such awards will be available for issuance under the 2024 Omnibus Plan. If withholding tax liabilities arising from an award other than a stock option or stock appreciation right (“SAR”), or, after December 31, 2023, an award other than an option or SAR under the Prior Plans are satisfied by the tendering or withholding of shares of Company common stock, the shares so tendered or withheld will be available for issuance under the 2024 Omnibus Plan (but will not be available for incentive stock options). |
| ▪ | The 2024 Omnibus Plan provides that the following shares of Company common stock will not be added to the shares of Company common stock authorized for grant under the 2024 Omnibus Plan: (i) shares of Company common stock used in payment of the purchase price of a stock option, or, after December 31, 2023, stock options under any Prior Plans, (ii) shares of Company common stock tendered by the grantee or withheld by the Company to satisfy any tax withholding obligation with respect to stock options or SARs or, after December 31, 2023, stock options or SARs under any Prior Plans, (iii) shares of Company common stock subject to a SAR that are not issued in connection with net stock settlement on exercise of the SAR and (iv) shares of Company common stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of stock options or, after December 31, 2023, options under any Prior Plans. |
| ▪ | The 2024 Omnibus Plan enables participation by non-employee directors, in addition to employees. Additionally, non-employee directors are subject to a limit on the amount of cash fees and equity compensation that may be provided annually; however, independent directors may make exceptions to this limit for a non-executive chair of the board. |
| ▪ | The 2024 Omnibus Plan removes all provisions related to Section 162(m) of the Internal Revenue Code (the “Code”). |
| ▪ | The 2024 Omnibus Plan allows SARs to be granted. |
| ▪ | The 2024 Omnibus Plan provides that unexercised options or SARs will be deemed automatically exercised immediately prior to expiration if the fair market value is greater than the exercise price. |
| ▪ | The 2024 Omnibus Plan provides that if dividends are declared while an award is unvested and outstanding, any dividends or dividend equivalents shall either (i) not be paid or credited with respect to such award or (ii) be accumulated but remain subject to vesting requirements to the same extent as the applicable award and shall only be paid at the time or times requirements are satisfied. In no event shall dividends or dividend equivalents be paid with respect to stock options or SARs. |
Our Board of Directors adopted the 2024 Omnibus Plan on March 20, 2024 upon recommendation of the Compensation, Benefits and Talent Management Committee, subject to shareholder approval. Board Recommendation: The Board of Directors of the Company unanimously recommends that shareholders vote FOR the adoption of the 2024 Omnibus Plan. If the 2024 Omnibus Plan is not approved, the Old Plans would stay in effect in accordance with their terms. The Non-Employee Director Plan expired on April 30, 2023, and if the 2024 Omnibus Plan is not approved, (i) equity awards granted to non-employee directors in 2023 that vest in 2024 would be settled upon vesting in cash instead of shares and (ii) equity awards granted to non-employee directors in 2024 that vest in 2025 would also be settled upon vesting in cash instead of shares. Voya 2024 Proxy Statement | | | 74 |
TABLE OF CONTENTS Share Information: The following table presents information as of December 31, 2023 about the number of shares of Company common stock that were subject to all outstanding equity awards previously granted and shares of Company common stock remaining available for issuance under existing equity plans. On the record date, March 27, 2024, the total number of shares outstanding was 101,341,316. Number of stock options outstanding | | | 1,200,000 | Weighted average exercise price of the outstanding stock options/SARs | | | $44.79 | Weighted average remaining term of the outstanding stock options/SARs | | | 3.1 years | Number of service-based RSUs outstanding(1) | | | 2,000,000 | Number of performance-based awards (PSUs) outstanding | | | 2,200,000 | Shares remaining available under the Non-Employee Director Incentive Plan(2) | | | -0- | Shares remaining available under the Old Plans(3) | | | 8,922,727 | Shares initially available for issuance under the 2024 Omnibus Plan(4) | | | 8,000,000 |
(1)
| Includes awards of both non-employee director RSUs and employee RSUs. |
(2)
| The Non-Employee Director Plan expired in accordance with its terms on April 30, 2023, i.e., the tenth anniversary of its effective date, and no further awards may be granted. |
(3)
| As of the effective date of the 2024 Omnibus Plan, no additional grants may thereafter be issued under the Old Plans. |
(4)
| The initially available share reserve under the 2024 Omnibus Plan is subject to reduction on a share-for-share basis for any awards granted under the Old Plans after December 31, 2023. |
Share Usage. The following table presents information about the Company’s annual share usage during each of the last three fiscal years: Stock Options/Stock Appreciation Rights (SARs) Granted | | | 0 | | | 0 | | | 0 | | | | Restricted Shares/Units Granted | | | 1,700,000 | | | 800,000 | | | 800,000 | | | | Performance Shares/Units Granted | | | 800,000 | | | 900,000 | | | 800,000 | | | | Weighted-Average Basic Common Shares Outstanding | | | 102,700,000 | | | 100,700,000 | | | 116,700,000 | | | | Share Usage Rate | | | 2.43% | | | 1.69% | | | 1.37% | | | 1.83% |
Our Board recognizes the impact of dilution on our shareholders and has evaluated this share request carefully in the context of the need to attract, retain and motivate our leadership team, key employees and non-employee directors. The total fully-diluted overhang as of December 31, 2023 is approximately 11.5%. In this context, fully-diluted overhang is calculated as the sum of grants outstanding and shares available for future awards (numerator) divided by the sum of the numerator and basic common shares outstanding, with all data effective as of December 31, 2023. Our Board believes that the proposed share reserve under the 2024 Omnibus Plan represents a reasonable amount of potential equity dilution to accommodate our long-term strategic and growth priorities. We expect that the share reserve under the 2024 Omnibus Plan, if this proposal is approved by our shareholders, will be sufficient for awards for approximately five years. Expectations regarding future share usage could be impacted by a number of factors such as award type mix; hiring and promotion activity at the executive level; the rate at which shares are returned to the 2024 Omnibus Plan’s reserve under permitted addbacks; the future performance of our stock price; the consequences of acquiring other companies; and other factors. While we believe that the assumptions we used are reasonable, future share usage may differ from current expectations. Voya 2024 Proxy Statement | | | 75 |
TABLE OF CONTENTS Plan Governance. The 2024 Omnibus Plan incorporates certain governance best practices, including: | ▪ | No “liberal share recycling” of options or SARs. |
| ▪ | No dividends or dividend equivalents on options or SARs. |
| ▪ | Dividends and dividend equivalent rights on all other awards, if paid, are deferred until the vesting restrictions imposed on such awards lapse. |
| ▪ | Minimum 100% fair market value exercise price for options and SARs (except for substitute awards). |
| ▪ | No “liberal” change in control definition. |
| ▪ | No automatic single-trigger acceleration on a change of control transaction. |
| ▪ | No repricing of options or SARs and no cash buyout of underwater options and SARs without shareholder approval, except for adjustments with respect to a change of control or an equitable adjustment in connection with certain corporate transactions. |
| ▪ | Awards are subject to rigorous clawback provisions. |
Summary of Plan The following description of the 2024 Omnibus Plan, as proposed to be adopted by the foregoing resolution, is a summary, does not purport to be complete and is qualified in its entirety by the full text of the proposed 2024 Omnibus Plan. Purpose; Types of Awards. The purposes of the 2024 Omnibus Plan are to align the long-term financial interests of eligible participants of the Company with those of our shareholders, to attract and retain those individuals by providing compensation opportunities that are consistent with our compensation philosophy, and to provide incentives to those individuals who contribute significantly to our long-term performance and growth. To accomplish these purposes, the 2024 Omnibus Plan provides for grants of stock options (both stock options intended to be “incentive stock options” (“ISOs”) under Section 422 of the Code and non-qualified stock options), restricted shares, restricted stock units (“RSUs”), SARs, dividend equivalent rights and other equity-based or equity-related awards pursuant to which Company common stock, cash or other property may be delivered. Cash-based awards may also be made under the 2024 Omnibus Plan. Shares Subject to the 2024 Omnibus Plan. Subject to adjustment as described below, a total of 8,000,000 shares of Company common stock are reserved and available for issuance under the 2024 Omnibus Plan, less one (1) share for every one (1) share granted under the Prior Plans after December 31, 2023 and prior to the effective date of the 2024 Omnibus Plan. If (i) an award is forfeited, expires or settled for cash or (ii) after December 31, 2023, an award under any Prior Plans is forfeited, expires or is settled for cash, then the shares of Company common stock subject to such awards will be available for issuance under the 2024 Omnibus Plan. If withholding tax liabilities arising from an award other than a stock option or SAR, or, after December 31, 2023, an award other than an option or SAR under the Prior Plans are satisfied by the tendering or withholding of shares of Company common stock, the shares so tendered or withheld will be available for issuance under the 2024 Omnibus Plan (but will not be available for ISOs). The following shares of Company common stock will not be added to the shares of Company common stock authorized for grant under the 2024 Omnibus Plan: (i) shares of Company common stock used in payment of the purchase price of a stock option, or, after December 31, 2023, stock options under any Prior Plans, (ii) shares of Company common stock tendered by the grantee or withheld by the Company to satisfy any tax withholding obligation with respect to stock options or SARs or, after December 31, 2023, stock options or SARs under any Prior Plans, (iii) shares of Company common stock subject to a SAR that are not issued in connection with stock settlement on exercise of the SAR and (iv) shares of Company common stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of stock options or, after December 31, 2023, options under any Prior Plans. The maximum number of shares of Company common stock that can be delivered through ISOs under the 2024 Omnibus Plan may not exceed 8,000,000 shares (subject to adjustment as described below). The 2024 Omnibus Plan provides that non-employee directors may not receive awards (including equity awards and any cash fees) exceeding $750,000 in total value, taken together with any cash fees paid during the fiscal year; however, independent directors may make exceptions to this limit for a non-executive chair. As of March 27, 2024, the closing market value of a share of Common Stock was $73.41. Administration of the 2024 Omnibus Plan. The 2024 Omnibus Plan is administered by our Compensation, Benefits and Talent Management Committee. Subject to the terms of the 2024 Omnibus Plan, the Committee will determine which employees and Voya 2024 Proxy Statement | | | 76 |
TABLE OF CONTENTS prospective employees will receive grants under the 2024 Omnibus Plan, the dates of grant, the numbers and types of stock awards to be granted, the exercise or purchase price of each award, and the terms and conditions of the stock awards, including the period of their exercisability and vesting and the fair market value applicable to a stock award. With respect to non-employee director compensation under the 2024 Omnibus Plan, the Nominating, Governance and Social Responsibility Committee will make such determinations, pursuant to delegated authority. In addition, the Committee will interpret the 2024 Omnibus Plan and may adopt any administrative rules, regulations, procedures and guidelines governing the 2024 Omnibus Plan or any awards granted under the 2024 Omnibus Plan as it deems to be appropriate. The Committee may also delegate any of its powers, responsibilities or duties to any person who is not a member of the Committee or any administrative group within the Company. Our Board of Directors may also grant awards or administer the 2024 Omnibus Plan directly. Eligibility. Any current or prospective employee or consultant of Voya Financial or its subsidiaries, any consultant who provides bona fide consulting or advisory services to Voya Financial or any subsidiary, or any current or prospective member of the board of directors of Voya Financial or the board of directors of a consolidated subsidiary of Voya Financial who is not an employee of Voya Financial or its affiliates, is eligible for selection by the Compensation, Benefits and Talent Management Committee to receive an award under the 2024 Omnibus Plan. While all employees are eligible to receive awards under the 2024 Omnibus Plan, the Committee will determine which employees will receive awards under the 2024 Omnibus Plan based on internal company guidelines. As of February 29, 2024, Voya Financial, Inc. had 11 non-employee directors, approximately 9,200 employees and approximately 3,300 consultants. The basis for participation in the 2024 Omnibus Plan is the Committee’s decision, in its sole discretion, to grant an award to an eligible participant, which will further the 2024 Omnibus Plan’s purposes of helping Voya Financial (1) attract, retain and motivate officers and key employees, consultants, non-employee directors and others who may perform services for the Company; (2) align the interests of such persons with the shareholders of Voya Financial; and (3) promote ownership of Voya Financial’s equity, which is generally set out in Section 1.1 of the 2024 Omnibus Plan. Types of Awards The types of awards that may be made under the 2024 Omnibus Plan are described below. These awards may be made singly or in combination, as part of compensation awards or performance awards, or both. All of the awards described below are subject to the conditions, limitations, restrictions, vesting and forfeiture provisions determined by the Compensation, Benefits and Talent Management Committee, in its sole discretion subject to certain limitations provided in the 2024 Omnibus Plan. Each award will be evidenced by an award agreement, which will govern that award’s terms and conditions. Performance Shares. An award of performance shares entitles the recipient to receive a number of shares of Company common stock equal to a number of shares identified upon the issuance of the award multiplied, upon vesting, by a performance factor representing the level of achievement, over a stated performance period, of one or more performance goals. Restricted Shares. A restricted share is an award of outstanding shares of Company common stock that is subject to transfer and/or forfeiture restrictions for a period of time. During the period that any restrictions apply, the transfer of restricted shares is generally prohibited. Participants will generally have the same voting and dividend rights as any other shareholder of Company. RSUs. A RSU is an unfunded, unsecured right to receive a share of Company common stock, cash or other property at a future date, subject to such terms and conditions as the Compensation, Benefits and Talent Management Committee may determine. Dividend Equivalent Rights. Dividend equivalents entitle the participant to receive amounts equal to ordinary cash dividends that are paid on the shares underlying a grant of awards (other than stock options and SARs) while the grant is outstanding. Dividend equivalents may be paid in cash, in shares of Company common stock or in a combination of the two. The Compensation, Benefits and Talent Management Committee will determine whether dividend equivalents will be conditioned upon the vesting or payment of the grant to which they relate and the other terms and conditions of the grant. Stock Options and Stock Appreciation Rights. | ▪ | A stock option entitles the recipient to purchase shares of Company common stock at a fixed exercise price. The exercise price per share will be determined by the Compensation, Benefits and Talent Management Committee but will not be less than 100% of the fair market value of Company common stock on the date of grant. Fair market value will generally be the closing price of Company common stock on the NYSE on the date of grant. Stock options generally must be exercised within 10 years from the date of grant or they will expire. Stock options may be made in the form of non-qualified stock options or ISOs. A non-qualified stock option is an option that does not meet the qualifications of an ISO. |
Voya 2024 Proxy Statement | | | 77 |
TABLE OF CONTENTS Part III: Audit-Related MattersAgenda Item 3: Ratification| ▪ | An ISO is a stock option that meets the requirements of Appointment of Independent Registered Public Accounting FirmThe Audit CommitteeSection 422 of the boardCode. ISOs may be granted only to employees and the aggregate fair market value, determined at the time of grant, of common stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year may not exceed $100,000. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (ii) the term of the ISO does not exceed five years from the date of grant.
|
| ▪ | The Compensation, Benefits and Talent Management Committee may grant SARs with an exercise price or hurdle price per share not less than the fair market value of the Company common stock. |
| ▪ | For a stock option or SAR, that is a substitute award, the exercise price may be less than 100% the fair market value of the Company common stock on the date of the grant. In no event will any stock option or SAR be exercisable after the expiration of ten years from the date on which the option or SAR is granted. If the fair market value of one share of the unexercised option or SAR is greater than the exercise price or hurdle price then in effect, then the SAR shall be deemed automatically exercised immediately before its expiration. |
Other Stock-Based Awards. The Compensation, Benefits and Talent Management Committee may grant other types of stock-based or stock-related awards, including the grant of performance-based awards or unrestricted shares of Company common stock in such amounts, and subject to such terms and conditions, as the Committee may determine. Cash-Based Awards. The Compensation, Benefits and Talent Management Committee may grant awards that are settled in cash, and are not settled in or related to Company common stock, in such amounts, and subject to such terms and conditions, as the Committee may determine. No Dividends or Dividend Equivalents on Unvested Awards. Notwithstanding any other provision of the 2024 Omnibus Plan to the contrary, with respect to any award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an equity award is unvested and outstanding, such dividends (or dividend equivalents) shall either (i) not be paid or credited with respect to such award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable award and shall only be paid at the time or times such vesting requirement(s) are satisfied. In no event shall dividends or dividend equivalents be paid with respect to stock options or SARs. Adjustments. In connection with any recapitalization, stock split, reverse stock split, stock dividend, spinoff, splitup, combination, reclassification or exchange of shares of Company common stock, merger, consolidation, rights offering, separation, reorganization, liquidation, or any other change in the corporate structure or shares of Company common stock, including any extraordinary dividend or extraordinary distribution, the Compensation, Benefits and Talent Management Committee will make adjustments as it deems appropriate to the terms of any outstanding award, the number of shares of Company common stock issuable under the 2024 Omnibus Plan, the limit on the number of shares subject to awards in any one fiscal year and the limit on the number of shares that can be issued through incentive stock options. Change in Control. Unless our Compensation, Benefits and Talent Management Committee determines otherwise (or unless otherwise set forth in an employment, service or award agreement), subject to all applicable laws and regulations, upon a “change in control” as defined in the 2024 Omnibus Plan, for grantees other than non-employee directors terminated without cause or for good reason upon or within two years after a change in control (and non-employee directors terminated upon or within one year after a change in control) (i.e., after a “double trigger” change in control event), any award which has not been assumed or substituted shall become fully vested and any outstanding performance based awards shall be deemed earned at the greater of the target performance level or actual performance level through the change in control date (or if no target level is specified with respect to an award, such award shall be deemed earned as if a target performance level had been set and achieved at exactly 100% of such target performance level) with respect to all open performance periods. In the event of a change in control, to the extent permitted by Section 409A of the Code, the Compensation, Benefits and Talent Management Committee may (i) settle the awards for an amount (as determined in the sole discretion of the Committee) of cash or securities, which for stock options or SARs will be equal to the in-the-money spread value and for fair value for other awards (as determined in the sole discretion of the Committee), (ii) provide for the assumption of or the issuance of substitute awards or (iii) provide that for a period of at least 20 days prior to the change in control, stock options or SARs will be exercisable as to all shares of Company common stock subject thereto and that any stock options or SARs not exercised prior to the consummation of the change in control will terminate and be of no further force or effect as of the consummation of the change in control. Voya 2024 Proxy Statement | | | 78 |
TABLE OF CONTENTS Clawback/Recoupment. Awards under the 2024 Omnibus Plan are subject to recoupment or clawback as may be required by applicable law, including the Dodd-Frank Act final clawback rule adopted by the SEC in October 2022, or under the Company’s compensation recoupment policy. The Company’s policy exceeds the SEC and NYSE requirements; please see “Compensation Discussion and Analysis – Compensation Recoupment Policy” for a summary of Voya’s clawback policy. Repricing Prohibition. Except in connection with a change in control or pursuant to an equitable adjustment, the Committee may not, without shareholder approval, reprice any previously granted stock options or SARs by: (i) amending or modifying the terms of the stock option or SAR to lower the exercise price; (ii) cancelling the stock option or SAR and granting either (A) replacement stock options or SARs having a lower exercise price or (B) other awards in exchange; or (iii) cancelling or repurchasing the underwater stock options or SARs for cash or other securities. Amendment and Termination. Our Board of Directors may from time to time suspend, discontinue, revise or amend the 2024 Omnibus Plan. Amendments to the 2024 Omnibus Plan must be submitted to shareholders if required by applicable law, regulation or rule of a securities exchange. Unless previously terminated by the Board of Directors, the 2024 Omnibus Plan will terminate on May 23, 2034. New Plan Benefits: In 2023, the Company granted 21,650 RSU awards to its directors, in accordance with the Company’s annual practices. These awards will be settled under the 2024 Omnibus Plan, if approved (and if the 2024 Omnibus Plan is not approved, they will be settled in cash). As of the date of this proxy statement, no awards have been made under the 2024 Omnibus Plan. The benefits or amounts that will be received by or allocated to each named executive officer, all current executive officers as a group, all non-employee directors as a group and all employees who are not executive officers as a group under the 2024 Omnibus Plan, are not presently determinable. Summary of Federal Income Tax Consequences of Awards As required by the rules of the SEC, the following is a summary of U.S. federal income tax consequences of equity awards granted under the 2024 Omnibus Plan, based on current U.S. federal income tax laws. This summary does not constitute legal or tax advice and does not address municipal, state or foreign income tax consequences. Non-qualified Stock Options. A participant who is granted a stock option that is not an ISO (a non-qualified stock option) does not recognize any taxable income at the time of grant. Upon exercise, the participant recognizes taxable income in an amount equal to the aggregate fair market value of the shares subject to the non-qualified stock options over the aggregate exercise price of such shares. Any taxable income recognized in connection with the exercise of non-qualified stock options by a participant is subject to payroll taxes. Voya Financial, Inc. is entitled to a deduction at the same time and in the same amount as the participant recognizes ordinary income. The participant’s basis in the option shares will be increased by the amount of ordinary income recognized. Upon the sale of the shares issued upon exercise of the non-qualified stock options, any further gain or loss recognized will be treated as long-term or short-term capital gain or loss, depending on how long the shares were held by the participant prior to the sale. ISOs. A participant who is granted an ISO does not recognize taxable income at the time the ISO is granted or upon its exercise, but the excess of the aggregate fair market value of the shares acquired on the exercise date (ISO shares) over the aggregate exercise price paid by the participant is included in the participant’s income for alternative minimum tax purposes. Upon a disposition of the ISO shares more than two years after grant of the ISOs and one year after exercise of the ISOs, any gain or loss is treated as long-term capital gain or loss. In such case, Voya Financial, Inc. would not be entitled to a deduction. If the participant sells the ISO shares prior to the expiration of these holding periods, the participant recognizes ordinary income at the time of disposition equal to the excess if any, of the lesser of (1) the aggregate fair market value of the ISO shares at the date of exercise and (2) the amount received for the ISO shares, over the aggregate exercise price previously paid by the participant. Any gain or loss recognized on such a premature disposition of the ISO shares in excess of the amount treated as ordinary income is treated as long-term or short-term capital gain or loss, depending on how long the shares were held by the participant prior to the sale. The amount of ordinary income recognized by the participant is subject to payroll taxes. Voya Financial, Inc. is entitled to a deduction at the same time and in the same amount as the participant recognizes ordinary income. SARs. A participant who is granted an SAR does not recognize taxable income at the time a SAR is granted, but rather at the time of the exercise of the SAR. The amount of income will equal the amount of cash or fair market value of shares paid or transferred and will be ordinary income. Voya Financial, Inc. is entitled to a deduction at the same time and in the same amount as the participant recognizes ordinary income. Voya 2024 Proxy Statement | | | 79 |
TABLE OF CONTENTS RSUs. A participant who is granted an RSU does not recognize taxable income at the time an RSU is granted, but will rather recognize ordinary income equal to the fair market value of the RSUs at the time of the settlement of the award. Voya Financial, Inc. will withhold any Federal Insurance Contribution Act (“FICA”) taxes due in respect of the RSUs in the year the RSUs vest based on the fair market value of the shares and/or cash underlying such award on the vesting date. Upon a subsequent sale or exchange of the shares, any gain or loss recognized will be treated as long-term or short-term capital gain or loss, depending on how long the shares were held by the participant prior to the sale. Restricted Stock. A participant who is granted restricted stock will not recognize any income upon the receipt of unvested shares or restricted stock unless the participant elects under Section 83(b) of the Code, within 30 days after receipt of the shares, to recognize ordinary income in an amount equal to the fair market value of the shares at the time of receipt, less any amount paid for the Shares. A participant who makes the election will not be allowed a deduction for the value of any shares subsequently forfeited. A participant who does not make the election generally will recognize ordinary income on the date of the lapse of the restrictions applicable to the shares, which may be at the time of grant, in an amount equal to the fair market value of the shares on such date, less any amount paid for the shares. Voya Financial, Inc. will withhold any FICA taxes due in respect of the shares in the year the restrictions applicable to the shares lapse, based on the fair market value of the shares on the vesting date, unless the participant elects under Section 83(b) of the Code, in which case the Company will withhold any FICA taxes due in respect of the shares in the year of grant based on the fair market value of the Shares on the grant date. Generally, upon a sale or other disposition of restricted stock with respect to which a participant has recognized ordinary income (i.e., a Section 83(b) election was previously made or the restrictions previously lapsed), the participant will recognize capital gain or loss in an amount equal to the difference between the amount realized on such sale or other disposition and the basis in such shares. Any gain or loss recognized will be treated as long-term capital gain or loss, depending on how long the shares were held by the participant prior to the sale. Filing of S-8 In connection with the 2024 Omnibus Plan and conditioned on shareholder approval, the Company will file an S-8. Securities Authorized for Issuance under Equity Compensation Plans As of December 31, 2023, the following securities were available for issuance under the Company’s equity compensation plans: Equity compensation plans approved by security holders | | | 5.4 million
shares of
common stock | | | $44.79 | | | 8.9 million
shares of
common stock | Equity compensation plans not approved by security holders | | | N/A | | | N/A | | | N/A | Total | | | 5.4 million
shares of
common stock | | | $44.79 | | | 8.9 million
shares of
common stock |
(1)
| Performance -based units are assumed to vest at target. Up to an additional 1.0 million shares of common stock could be issued if such units were to vest at maximum payout. |
(2)
| Weight-average exercise price of 1.2 million outstanding options only. Other outstanding awards do not have an exercise price. |
Voya 2024 Proxy Statement | | | 80 |
TABLE OF CONTENTS As noted above, the Non-Employee Director Plan expired on April 30, 2023, and if the 2024 Omnibus Plan is not approved, equity awards granted to non-employee directors in 2023 that vest in 2024 would be settled upon vesting in cash instead of shares. All future awards to directors, officers, employees and consultants will be made at the discretion of the Board or any committee, directors or officers to whom authority to grant awards has been delegated under the 2024 Plan. As such, the Company cannot determine future benefits under the 2024 Plan at this time. Information regarding the Company’s recent practices with respect to equity-based compensation under the 2019 Plan is presented elsewhere in this proxy statement and in the Company’s Annual Report on Form 10-K, filed on February 23, 2024. Accordingly, the following resolution will be presented at our Annual Meeting: RESOLVED, that the Voya Financial, Inc. 2024 Omnibus Incentive Plan is hereby approved. Board Recommendation: Our Board unanimously recommends that the shareholders vote FOR the Approval of the Adoption of the Voya Financial, Inc. 2024 Omnibus Incentive Plan. Voya 2024 Proxy Statement | | | 81 |
TABLE OF CONTENTS Proposal 4. Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation In addition to the advisory vote on compensation matters referred to in Proposal 2 above, Section 14A of the Exchange Act also requires that shareholders be given the opportunity to cast an advisory vote on the frequency with which we will conduct the advisory vote on compensation. You may vote that we have this advisory vote every year, every two years or every three years or you may abstain. Our Compensation, Benefits and Talent Management Committee and Board believe that a frequency of every one year for the advisory vote on executive compensation is the best approach for Voya and our shareholders. An annual vote will allow our shareholders to provide timely, direct input on our executive compensation philosophy, policies and practices as disclosed in our proxy statement each year. The Committee, which administers our executive compensation program, values the opinions expressed by shareholders in these votes. The Board believes that an annual vote is therefore consistent with our efforts to engage in an ongoing dialogue with our shareholders on executive compensation and corporate governance matters. We expect the next advisory vote on frequency for holding advisory votes on executive compensation will take place at our 2030 annual shareholders meeting. Accordingly, the following resolution will be presented at our Annual Meeting: RESOLVED, that the shareholders indicate, by their vote on this resolution, whether the advisory vote on executive compensation should be held every year, every two years or every three years. This vote is only advisory and will not be binding on the Compensation, Benefits and Talent Management Committee, which is responsible for determining the compensation of our NEOs. The results of the vote will be taken into account, however, by the Committee when considering our compensation policies and the frequency with which we pursue an advisory vote on executive compensation from our shareholders. Board Recommendation: Our Board unanimously recommends that shareholders vote 1 YEAR for the frequency for holding advisory votes on executive compensation. Voya 2024 Proxy Statement | | | 82 |
TABLE OF CONTENTS Part III: Audit-Related Matters
Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm The Audit Committee of the Board is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm, which is retained to audit the Company’s financial statements. | ▪ | The Audit Committee determines and approves the audit fees paid to Ernst & Young LLP. Further, our Audit Committee approves in advance all services rendered by Ernst & Young LLP to us and our consolidated subsidiaries, either on an individual basis or pursuant to our pre-approval policy. These services include audit, audit-related services (including attestation reports, employee benefit plan audits, accounting and technical assistance and risk and control services) and tax services. |
| ▪ | In order to assure continuing auditor independence, the Audit Committee periodically evaluates the qualifications, performance and independence of the Company’s independent registered public accounting firm before determining whether to renew its engagement. Further, in connection with the rotation of our independent registered public accounting firm’s lead engagement partner, as mandated by the rules of the SEC and the U.S. Public Company Accounting Oversight Board (PCAOB), our Audit Committee is directly involved in the selection of Ernst & Young LLP’s lead engagement partner. In 2020, pursuant to |
In particular, our Audit Committee considered the following factors in evaluating Ernst & Young LLP and its lead engagement partner: | ▪ | Knowledge, technical skills of the mandated rotation, a newfirm, the lead engagement partner will assume responsibilitiesand the audit team, including local engagement teams; |
| ▪ | Communication with respectmanagement and the Audit Committee regarding: (a) the audit plan and the engagement team, (b) potential and emerging issues and risks, (c) consultations with the national practice office, if any, (d) internal control matters, (e) required communications and (f) rotation plan for the lead engagement partner; |
| ▪ | Responsiveness/services related to the Company’s business requirements such as quality and timeliness, responsiveness to changes in business and/or risks, assignment of appropriate resources to meet transaction timeliness and competitiveness of fees/value for services rendered; and |
| ▪ | Demonstration of independence, objectivity and professional skepticism by maintaining respectful but questioning approach, demonstrating independence in fact and in appearance, dealing with issues in a forthright manner and communicating potential independence issues with the Company and the Audit Committee, if any. |
The Audit Committee also reviews and approves our policy on external auditor independence. This policy sets forth appointment, independence and responsibilities of the external auditor, as well as permitted services and the procedure for pre-approval of services. Based on the foregoing, the members of our Audit Committee and our Board believe that the continued retention of Ernst & Young LLP as our independent registered public accounting firm is in the best interests of the Company and its shareholders. As a result, our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for 2024. We are asking shareholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm, although such ratification is not a legal requirement of, or condition to, such appointment. If our shareholders do not ratify the appointment, our Audit Committee will reconsider its retention of Ernst & Young LLP, but will not necessarily revoke their appointment as the Company’s independent registered public accounting firm. Similarly, even if ratified by our shareholders, our Audit Committee may determine to appoint a different firm at any time during the year if it determines that such a change would be in the interests of our Company and its shareholders. A representative of Ernst & Young LLP is expected to participate in our Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions from shareholders. Voya 2024 Proxy Statement | | | 83 |
TABLE OF CONTENTS Accordingly, the following resolution will be presented at our Annual Meeting: RESOLVED, that the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the purposes of the audit of the Company’s financial statements for the year ending December 31, 2024, is hereby APPROVED. Board Recommendation: Our Board unanimously recommends that the shareholders vote FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm. MEMBERSHIP OF OUR AUDIT COMMITTEE The Audit Committee of our Board currently consists of Ruth Ann M. Gillis*, who serves as chairperson, Lynne Biggar, S. Biff Bowman, Kathleen DeRose, and Aylwin B. Lewis, each of whom is an independent director. Our Board has determined that each member of our Audit Committee is financially literate, as such term is defined under the rules of the NYSE, and that, Mr. Bowman, Ms. Gillis, and Mr. Lewis, each qualify as an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation S-K of the SEC. REPORT OF OUR AUDIT COMMITTEE Responsibility for the preparation, presentation and integrity of the Company’s financial statements, for its accounting policies and procedures, and for the establishment and effectiveness of internal controls and procedures lies with the Company’s management. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s annual financial statements and of its internal control over financial reporting in accordance with the standards of the PCAOB, and for expressing an opinion as to the conformity of the Company’s financial statements with generally accepted accounting principles and the effectiveness of its internal control over financial reporting. The independent registered public accounting firm has free access to the Audit Committee to discuss any matters it deems appropriate. In performing its oversight role, the Audit Committee has considered and discussed the audited financial statements with each of management and the independent registered public accounting firm. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by applicable requirements of the PCAOB. The Audit Committee has received the written disclosures from the independent registered public accounting firm in accordance with the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s independence and has discussed with the independent registered public accounting firm such firm’s independence. The Audit Committee approves in advance all audit and any non-audit services rendered by Ernst & Young LLP to us and our consolidated subsidiaries. Based on the reports and discussions discussed above, the Audit Committee recommended to the Board that the audited financial statements of the Company for the year ended December 31, 2023 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Additional information about the Audit Committee and its responsibilities may be found beginning on page 25 of this proxy statement and the Audit Committee Charter is available on the Company’s website in the Investor Relations section. Audit Committee:
Ruth Ann M. Gillis, Chairperson*
Lynne Biggar
S. Biff Bowman
Kathleen DeRose
Aylwin B. Lewis *
| Ruth Ann M. Gillis will assume the role of Non-Executive Chairperson upon the election of Directors at the Annual Meeting. Upon Ms. Gillis’s appointment as Non-Executive Chairperson, Aylwin B. Lewis will become Chair of the Audit Committee. |
Voya 2024 Proxy Statement | | | 84 |
TABLE OF CONTENTS FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The following table provides information about fees payable by us to Ernst & Young LLP for each of 2023 and 2022. Audit fees(1) | | | $13.7 | | | $14.6 | Audit-related fees(2) | | | $1.6 | | | $1.6 | Tax fees(3) | | | $1.7 | | | $1.9 | All other fees | | | $0 | | | $0 |
(1)
| Includes fees for the audits of the Company’s annual consolidated financial statements, audits of subsidiaries and otheraudits of certain managed investment funds consolidated by the Company. The 2022 fees have been revised to exclude the audit fees of our affiliated investment companies that are not consolidated by the Company. |
(2)
| Includes the audit of service organization control reports and accounting consultations. |
(3)
| Includes tax compliance services provided to the Company. Members of the Audit Committee were deeply engaged in the process of selecting the new lead engagement partner, including conducting one-on-one meetings with the lead engagement partner candidate prior to the final selection.In particular, our Audit Committee considered the following factors in evaluating Ernst & Young LLP and its lead engagement partner:
✔
| Knowledge, technical skills of the firm, the lead engagement partner and the audit team, including local engagement teams; |
✔
| Communication with management and the Audit Committee regarding: a) the audit plan and the engagement team, b) potential and emerging issues and risks, c) consultations with the national practice office, if any, d) internal control matters, e) required communications and f) rotation plan for the lead engagement partner; |
✔
| Responsiveness/services related to the Company’s business requirements such as quality and timeliness, responsiveness to changes in business and/or risks, assignment of appropriate resources to meet transaction timeliness and competitiveness of fees/value for services rendered and |
✔
| Demonstration of independence, objectivity and professional skepticism by maintaining respectful but questioning approach, demonstrating independence in fact and in appearance, dealing with issues in a forthright manner and communicating potential independence issues with the Company and the Audit Committee, if any. |
The Audit Committee also reviews and approves our policy on external auditor independence. This policy sets forth appointment, independence and responsibilities of the external auditor, as well as permitted services and the procedure for pre- approval of services.
Based on the foregoing, the members of our Audit Committee and our board believe that the continued retention of Ernst & Young LLP as our independent registered public accounting firm is in the best interests of the Company and its shareholders. As a result, our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for 2021. We are asking shareholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm, although such
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ratification is not a legal requirement of, or condition to, such appointment. If our shareholders do not ratify the appointment, our Audit Committee will reconsider its retention of Ernst & Young LLP, but will not necessarily revoke their appointment as the Company’s independent registered public accounting firm. Similarly, even if ratified by our shareholders, our Audit Committee may determine to appoint a different firm at any time during the year if it determines that such a change would be in the interestsconsolidated investment funds, and routine tax advisory services.
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Excluded from the amounts reported in the table above, Ernst & Young LLP also provides audit, audit-related and tax services directly to certain of our affiliated investment companies, unit trusts and partnerships that are not consolidated by the Company. Fees paid to Ernst & Young LLP by these funds for such services were $6.7 and $4.9 for fiscal years ended December 31, 2023 and 2022, respectively. These amounts exclude the fees paid to Ernst & Young LLP for audit, audit-related and tax services by our registered investment companies (i.e., mutual funds). All services performed for the Company and its shareholders. A representative of Ernst & Young LLP is expected to participate in our Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions from shareholders.
Accordingly, the following resolution will be presented at our Annual Meeting:
RESOLVED, that the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the purposes of the audit of the Company’s financial statements for the year ending December 31, 2021, is hereby APPROVED.
Board Recommendation: Our board of directors unanimously recommends that the shareholders vote FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm.
MEMBERSHIP OF OUR AUDIT COMMITTEEThe Audit Committee of our board of directors currently consists of Byron H. Pollitt, Jr., who serves as chairman, Lynne Biggar, Kathleen DeRose, Ruth Ann M. Gillis and Aylwin Lewis, each of whom is an independent director. Yvette Butler will replace Ms. Biggar upon her departure. Our board of directors has determined that each member of our Audit Committee is financially literate, as such term is defined under the rules of the NYSE, and that, in addition to other members, Mr. Pollitt qualifies as an “audit committee financial expert”, as such term is defined in Item 407(d)(5) of Regulation S-K of the SEC.
REPORT OF OUR AUDIT COMMITTEEResponsibility for the preparation, presentation and integrity of the Company’s financial statements, for its accounting policies and procedures, and for the establishment and effectiveness of internal controls and procedures lies with the Company’s management. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s annual financial statements and of its internal control over financial reporting in accordance with the standards of the PCAOB, and for expressing an opinion as to the conformity of the Company’s financial statements with generally accepted accounting principles and the effectiveness of its internal control over financial reporting. The independent registered public accounting firm has free access to the Audit Committee to discuss any matters it deems appropriate.
In performing its oversight role, the Audit Committee has considered and discussed the audited financial statements with each of management and the independent registered public accounting firm. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by applicable requirements of the PCAOB. The Audit Committee has received the written disclosures from the independent registered public accounting firm in accordance with the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s independence and has discussed with the independent registered public accounting firm such firm’s independence. The Audit Committee approves in advance all audit and any non-audit services rendered by Ernst & Young LLP to us and our consolidated subsidiaries.
Based on the reports and discussions discussed above, the Audit Committee recommended to the board of directors that the audited financial statements of the Company for the year ended December 31, 2020 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
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Additional information about the Audit Committee and its responsibilities may be found beginning on page 13 of this proxy statement and the Audit Committee Charter is available on the Company’s website in the Investor Relations section.Audit Committee:
Byron H. Pollitt, Jr., Chairman
Lynne Biggar
Kathleen DeRose
Ruth Ann M. Gillis
Aylwin B. Lewis
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe following table provides information about fees payable by us to Ernst & Young LLP for each of 2020 and 2019.
Audit fees | | | $16.9 | | | $13.8 | Audit-related fees(1) | | | $1.8 | | | $1.5 | Tax fees(2) | | | $2.0 | | | $1.3 | All other fees | | | $0 | | | $0 |
(1)
| Includes the audit of the financial statements of employee benefit plans, service organization control reports, and accounting consultations. |
(2)
| Includes tax compliance services provided to the Company and to consolidated investment funds, and routine tax advisory services. |
All services were approved by the Audit Committee. The charter of our Audit Committee provides that the Audit Committee pre-approves all audit and any non-audit services rendered to us by our independent registered public accounting firm. The Audit Committee has adopted a pre-approval policy pursuant to which certain categories of engagements have been pre-approved without specific prior identification to the Audit Committee.
-58-
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Voya 2024 Proxy Statement | | | 85 TABLE OF CONTENTS
Part IV: Certain Relationships and Related Party TransactionsRELATED PARTY TRANSACTION APPROVAL POLICYOur board of directors has adopted a written related party transaction approval policy pursuant to which the Nominating and Governance Committee of our board of directors
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TABLE OF CONTENTS Part IV: Certain Relationships and Related-Party Transactions
RELATED-PARTY TRANSACTION APPROVAL POLICY Our Board has adopted a written related-party transaction approval policy pursuant to which the Nominating, Governance and Social Responsibility Committee of our Board reviews and approves or takes such other action as it may deem appropriate with respect to the following transactions: a| ▪ | A transaction in which we or one or more of our subsidiaries is a participant and which involves an amount exceeding $120,000 and in which any of our directors, executive officers, or 5% shareholders or any other “related person” as defined in Item 404 of Regulation S-K (“Item 404”)(Item 404), has or will have a direct or indirect material interest; andany
|
| ▪ | Any other transaction that meets the related party disclosure requirements of the SEC as set forth in Item 404. The policy provides that an investment by a director or executive officer in a fund or other investment vehicle sponsored or managed by the Company or by one or more of its subsidiaries shall not be deemed to be a related party
|
The policy provides that an investment by a director or executive officer in a fund or other investment vehicle sponsored or managed by the Company or by one or more of its subsidiaries shall not be deemed to be a related-party transaction if: such| ▪ | Such investment is made pursuant to the Company’s 401(k) plan, Deferred Compensation Savings Plan or any other similar type of Company-sponsored employee or director plan; or such
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| ▪ | Such investment is made on terms and conditions that are (i) in all material respects not more favorable to such director or executive officer than are available to investors that are not employed by or affiliated with the Company or any of its subsidiaries or (ii) subject to certain exceptions, are consistent in all material respects with those offered to one or more classes of employees of the Company or any of its subsidiaries who are not executive officers of the Company. Certain of our directors and executive officers may from time to time invest their personal funds in funds or other investment vehicles that we or one or more of our subsidiaries manage or sponsor. These investments are made on substantially similar terms and conditions as other similarly-situated
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Certain of our directors and executive officers may from time to time invest their personal funds in funds or other investment vehicles that we or one or more of our subsidiaries manage or sponsor. These investments are made on substantially similar terms and conditions as other similarly situated investors in these funds or investment vehicles who are not employed or affiliated with the Company or any of its subsidiaries. In addition, from time to time our directors and executive officers may engage in transactions in the ordinary course of business involving other services and products we offer, such as insurance and retirement services, on terms similar to those extended to customers that are not employed or affiliated with the Company or any of its subsidiaries. This policy sets forth factors to be considered by the Nominating, and Governance Committee in determining whether to approve any such transaction, including the nature of our and our subsidiaries’ involvement in the transaction, whether we or our subsidiaries have demonstrable business reasons to enter into the transaction, whether the transaction would impair the independence of a director and whether the proposed transaction involves any potential reputational or other risk issues. To simplify the administration of the approval process under this policy, the Nominating and Governance and Social Responsibility Committee in determining whether to approve any such transaction, including the nature of our and our subsidiaries’ involvement in the transaction, whether we or our subsidiaries have demonstrable business reasons to enter into the transaction, whether the transaction would impair the independence of a director and whether the proposed transaction involves any potential reputational or other risk issues.
To simplify the administration of the approval process under this policy, the Nominating, Governance and Social Responsibility Committee may, where appropriate, establish guidelines for certain types of related party transactions or designate certain types of such transactions that will be deemed pre-approved. This policy also provides that the following transactions are deemed pre-approved: decisions| ▪ | Decisions on compensation or benefits or the hiring or retention of our or any of our subsidiaries’directorssubsidiaries’ directors or executive officers, if approved by the applicable board committee;the
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| ▪ | The indemnification and advancement of expenses pursuant to our amended and restated certificate of incorporation, by- lawsby-laws or an indemnification agreement; andtransactions
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| ▪ | Transactions where the related person’s interest or benefit arises solely from such person’s ownership of our securities and holders of such securities receive the same benefit on a pro rata basis. |
A member of the Nominating, Governance and Social Responsibility Committee who has an interest in a related-party transaction being considered by the Nominating, Governance and Social Responsibility Committee will not participate in the consideration of that transaction unless requested by the chairperson of the Nominating, Governance and Social Responsibility Committee. -59-
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Voya 2024 Proxy Statement | | | 86 |
TABLE OF CONTENTS Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of the Company’s equity securities (collectively, the “Reporting Persons”), to file with the SEC initial reports of stock ownership and reports of changes in ownership of common stock and other equity securities of the Company. All Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us and upon written representations of the Reporting Persons received by us, we believe that there has been compliance with all Section 16(a) filing requirements applicable to such Reporting Persons with respect to fiscal year 2023, except that, due to administrative oversight, two Form 4s were filed one day late in February 2023 and one Form 4 was one day late in June 2023. TABLE OF CONTENTS
Voya 2024 Proxy Statement | | | A director on the Nominating and Governance Committee who has an interest in a related party transaction being considered by the Nominating and Governance Committee will not participate in the consideration of that transaction unless requested by the chairperson of the Nominating and Governance Committee.87
BENEFICIAL OWNERSHIP OF CERTAIN HOLDERSThe following table presents information as of March 30, 2021
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TABLE OF CONTENTS BENEFICIAL OWNERSHIP OF CERTAIN HOLDERS The following table presents information as of March 27, 2024 regarding the beneficial ownership of our common stock by: all| ▪ | All persons known by us to own beneficially more than 5% of our common stock; each
|
| ▪ | Each of our named executive officers, current directors and new director nominee as of such date; and all
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| ▪ | All current executive officers, current directors and new director nominee as a group. |
Unless otherwise indicated, the address of each beneficial owner presented in the table below is c/o Voya Financial, Inc., 230 Park Avenue, New York, New York 10169. The Vanguard Group(1)
100 Vanguard Blvd.
Malvern, PA 19355
| | | 11,101,439 | | | — | | | 8.79% | | | | | | | Franklin Mutual Advisers, LLC(2)
101 John F. Kennedy Parkway
Short Hills, NJ 07078
| | | 9,738,348 | | | — | | | 7.7% | | | | | | | BlackRock, Inc.(3)
55 East 52nd Street
New York, NY 10055
| | | 7,580,175 | | | — | | | 6.0% | | | | | | | The Bank of New York Mellon Corporation(4)
240 Greenwich Street
New York, NY 10286
| | | 6,439,847 | | | — | | | 5.1% | | | | | | | Named executive officers, current directors and new director nominee
(14 persons)
| | | | | | | | | | | | | | | | Rodney O. Martin, Jr.(4) | | | 361,924 | | | 158,900 | | | * | | | 427,733 | | | 948,557 | Michael S. Smith | | | 177,865 | | | 146,787 | | | * | | | 128,586 | | | 453,238 | Christine Hurtsellers | | | 93,510 | | | 75,287 | | | * | | | 113,319 | | | 282,116 | Charles P. Nelson | | | 154,928 | | | 146,787 | | | * | | | 128,212 | | | 429,927 | Margaret M. Parent | | | 43,505 | | | 35,587 | | | * | | | 56,841 | | | 135,933 | Lynne Biggar | | | 18,472 | | | — | | | * | | | 3,300 | | | 21,772 | Yvette S. Butler | | | — | | | — | | | — | | | — | | | — | Jane P. Chwick | | | 16,701 | | | — | | | * | | | 3,300 | | | 20,001 | Kathleen DeRose | | | 432 | | | — | | | * | | | 3,300 | | | 3,732 | Ruth Ann M. Gillis | | | 20,407 | | | — | | | * | | | 6,536 | | | 26,943 | Aylwin Lewis | | | — | | | — | | | * | | | 486 | | | 486 | Byron Pollitt, Jr | | | 17,245 | | | — | | | * | | | 3,300 | | | 20,545 | Joseph V. Tripodi | | | 17,605 | | | — | | | * | | | 3,300 | | | 20,905 | David Zwiener | | | 25,825 | | | — | | | * | | | 3,300 | | | 29,125 | All current executive officers and directors (20 persons) | | | 1,067,877 | | | 726,508 | | | 1.47% | | | 1,133,063 | | | 2,927,448 |
*
BlackRock, Inc.(1)
50 Hudson Yards
New York, NY 10001 | | | 10,772,001 | | | — | | | 10.3% | | | | | | | The Vanguard Group(2)
100 Vanguard Blvd.
Malvern, PA 19355 | | | 10,434,796 | | | — | | | 10.27% | | | | | | | Wellington Management Group LLP(3)
280 Congress Street
Boston, MA 02210 | | | 7,354,780 | | | — | | | 7.04% | | | | | | | The Bank of New York Mellon Corporation(4)
240 Greenwich Street
New York, NY 10286 | | | 5,863,437 | | | — | | | 5.61% | | | | | | | Franklin Mutual Advisers, LLC(5)
101 John F. Kennedy Parkway
Short Hills, NJ 07078 | | | 5,779,604 | | | — | | | 5.5% | | | | | | | Named executive officers and current directors
(17 persons) | | | | | | | | | | | | | | | | Heather Lavallee | | | 29,918 | | | — | | | * | | | 276,520 | | | 306,438 | Donald Templin | | | 4,255 | | | — | | | * | | | 78,674 | | | 82,929 | Rodney O. Martin, Jr.(6) | | | 88,895 | | | — | | | * | | | 369,435 | | | 458,330 | Christine Hurtsellers | | | 7,877 | | | 110,874 | | | * | | | 116,881 | | | 235,632 | Robert Grubka | | | 40,385 | | | — | | | * | | | 87,999 | | | 128,384 | Kevin Silva(10) | | | 3,809 | | | 35,587 | | | * | | | 70,177 | | | 105,764 | Lynne Biggar | | | 15,433 | | | — | | | * | | | 5,309 | | | 20,742 | Stephen Bowman | | | 527 | | | — | | | * | | | 2,165 | | | 2,692 | Yvette S. Butler | | | — | | | — | | | * | | | 3,596 | | | 3,596 | Jane P. Chwick | | | 5,374 | | | — | | | * | | | 21,013 | | | 26,387 | Kathleen DeRose | | | — | | | — | | | * | | | 10,118 | | | 10,118 | Hikmet Ersek | | | 527 | | | — | | | * | | | 2,165 | | | 2,692 | Ruth Ann M. Gillis | | | 7,162 | | | — | | | * | | | 28,383 | | | 35,545 | Robert G. Leary | | | — | | | — | | | * | | | 868 | | | 868 | Aylwin B. Lewis | | | 486 | | | — | | | * | | | 6,386 | | | 6,872 | Joseph V. Tripodi | | | 11,021 | | | — | | | * | | | 16,270 | | | 27,291 | David Zwiener | | | 7,247 | | | — | | | * | | | 28,264 | | | 35,511 | All current executive officers and directors (16 persons) | | | 219,107 | | | 110,874 | | | * | | | 1,054,046 | | | 1,384,027 |
(1)
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(1)
| Based on information as of December 31, 2020 contained in a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group. The Schedule 13G/A indicates that The Vanguard Group has sole voting power with respect to none of these shares, shared voting power with respect to 127,811 of these shares, sole dispositive power with respect to 10,795,832 of these shares and shared dispositive power with respect to 305,607 | Based on information as of December 31, 2023, contained in a Schedule 13G/A filed with the SEC on January 31, 2024, by BlackRock, Inc. The Schedule 13G/A indicates that BlackRock, Inc. has sole voting power with respect to 10,329,143 of these shares and sole dispositive power with respect to all 10,772,001 shares. |
(2)
| Based on information as of December 31, 2020 contained in a Schedule 13G/A filed with the SEC on February 4, 2021 by Franklin Mutual Advisers, LLC. The Schedule 13G/A indicates that Franklin Mutual Advisers, LLC has sole voting power and sole dispositive power with respect to all 9,738,348 shares.(3)
| Based on information as of December 31, 2020 contained in a Schedule 13G/A filed with the SEC on February 1, 2021 by BlackRock, Inc. The Schedule 13G/A indicates that BlackRock, Inc. has sole voting power with respect to 6,523,742 of these shares and sole dispositive power with respect to all 7,580,175 shares.Voya 2024 Proxy Statement | | | 88 |
(4)
| Based on information as of December 31, 2020 contained in a Schedule 13G filed with the SEC on February 1, 2021 by The Bank of New York Mellon Corporation. The Schedule 13G indicates that The Bank of New York Mellon Corporation has sole voting power with respect to 5,906,563 of these shares, shared voting power with respect to 73,964 of these shares, sole dispositive power with respect to 6,152,594 of these shares and shared dispositive power with respect to 287,223 of these shares. |
(4)
| Includes 100,000 shares held by the Rodney O. Martin Jr. 2006 Irrevocable Insurance Trust, an estate planning trust for the benefit of certain members of Mr. Martin’s family. |
(5)
| Amounts include, for directors, vested RSUs awarded as compensation. See “Part II: Compensation Matters—Non-Employee Director Compensation—Director Equity Awards.” |
(6)
TABLE OF CONTENTS (2)
| Based on information as of February 29, 2024, contained in a Schedule 13G/A filed with the SEC on March 11, 2024, by The Vanguard Group. The Schedule 13G/A indicates that The Vanguard Group has sole voting power with respect to none of these shares, shared voting power with respect to 50, 332 of these shares, sole dispositive power with respect to 10,197,881 of these shares and shared dispositive power with respect to 236,915 of these shares. |
(3)
| Based on information as of December 29, 2023, contained in a Schedule 13G filed with the SEC on February 8, 2024, by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. The Schedule 13G/A indicates that Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP have sole voting power with respect to none of these shares, shared voting power with respect to 6,342,568 of these shares, sole dispositive power with respect to none of these shares and shared dispositive power with respect to all 7,354,780 shares. The Schedule 13G/A also indicates that Wellington Management Company LLP has sole voting power with respect to none of these shares, shared voting power with respect to 5,773,299 of these shares, sole dispositive power with respect to none of these shares and shared dispositive power with respect to 6,321,769 of these shares. |
(4)
| Based on information as of December 31, 2023, contained in a Schedule 13G filed with the SEC on January 24, 2024, by The Bank of New York Mellon Corporation. The Schedule 13G indicates that The Bank of New York Mellon Corporation has sole voting power with respect to 5,672,000 of these shares, shared voting power with respect to 48,756 of these shares, sole dispositive power with respect to 3,962,098 of these shares and shared dispositive power with respect to 1,901,339 of these shares. |
(5)
| Based on information as of December 31, 2023, contained in a Schedule 13G/A filed with the SEC on January 30, 2024, by Franklin Mutual Advisers, LLC. The Schedule 13G/A indicates that Franklin Mutual Advisers, LLC has sole voting power and sole dispositive power with respect to all 5,779,604 shares. |
(6)
| Includes shares held by the Rodney O. Martin Jr. 2006 Irrevocable Insurance Trust, an estate planning trust for the benefit of certain members of Mr. Martin’s family. |
(8)
| Amounts include, for directors, vested RSUs awarded as compensation. See “Part II: Compensation Matters-Non-Employee Director Compensation-Director Equity Awards.” |
(9)
| Amounts include, for directors and executive officers, unvested RSUs and deferred stock units issued pursuant to deferred compensation plan arrangements. For executive officers, amounts also include unvested PSUs. The ultimate number of common stock shares earned at vesting of PSUs is formulaically determined, with potential payout value ranging from 0% to 150% depending on the achievement of certain performance factors. |
(10)
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Part V: Other InformationFrequently asked questions about our Annual MeetingWhen and where
| Mr. Silva is our Annual Meeting?We will hold our Annual Meeting on Thursday, May 27, 2021, at 11:00 a.m., Eastern Daylight Time. The Annual Meeting will be conducted entirely over an internet website, at the following address: www.virtualshareholdermeeting.com/VOYA2021, thus facilitating maximum participation by our shareholders.
Who can participate in our Annual Meeting?
Youa former executive officer. Amounts are entitled to participate in our Annual Meeting if you were a shareholder of record of Voya Financial, Inc.provided as of the close of business on March 30, 2021, which we refer to in this proxy statement as the “Record Date”, or if you hold a valid proxy for the Annual Meeting. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you must request a legal proxy from your broker or nominee to participate and vote at the Annual Meeting.
How do I attend the Annual Meeting virtually?
You may attend the Annual Meeting, vote, and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/VOYA2021 and using your 16-digit control number to enter the meeting.
What if I have trouble participating in the Annual Meeting?
The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meetinglast required Form 4 filing, prior to the start time. Please allow ample time for online check-in, which will begin at 10:45 a.m., Eastern Daylight Time. If you encounter any difficulties accessing the virtual meeting during the check-in time or during the annual meeting, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/VOYA2021.his termination date, November 30, 2023.
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How can I submit questions?If you wish to submit a question, you may do so in a few ways. If you want to ask a question before the meeting, you may do so at www.proxyvote.com. You may also access copies of our proxy materials at www.proxyvote.com. If you want to submit your question during the annual meeting, you may submit your question by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/VOYA2021 and type your question into the “Ask a Question” field. Alternatively, a telephone number will be included on the virtual meeting platform and you may ask a question by calling that number.Voya 2024 Proxy Statement | | | 89 |
TABLE OF CONTENTS Part V: Other Information
Frequently Asked Questions About our Annual Meeting When and where is our Annual Meeting? We will hold our Annual Meeting on Thursday, May 23, 2024, at 11:00 a.m., Eastern Daylight Time. The Annual Meeting will be conducted entirely over an internet website, at the following address: www.virtualshareholdermeeting.com/VOYA2024, thus facilitating maximum participation by our shareholders. Who can participate in our Annual Meeting? You are entitled to participate in our Annual Meeting if you were a shareholder of record of Voya as of the close of business on March 27, 2024, which we refer to in this proxy statement as the “Record Date”, or if you hold a valid proxy for the Annual Meeting. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you must request a legal proxy from your broker or nominee to participate and vote at the Annual Meeting. How do I attend the Annual Meeting virtually? You may attend the Annual Meeting, vote, and submit a question during the Annual Meeting by visiting www.virtualshareholdermeeting.com/VOYA2024 and using your 16-digit control number to enter the meeting. What if I have trouble participating in the Annual Meeting? The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. Please allow ample time for online check-in, which will begin at 10:45 a.m., Eastern Daylight Time. If you encounter any difficulties accessing the virtual meeting during the check-in time or during the annual meeting, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/VOYA2024. How can I submit questions? If you wish to submit a question, you may do so in a few ways. If you want to ask a question before the meeting, you may do so at www.proxyvote.com. You may also access copies of our proxy materials at www.proxyvote.com. If you want to submit your question during the annual meeting, you may submit your question by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/VOYA2024 and type your question into the “Ask a Question” field. Alternatively, a telephone number will be included on the virtual meeting platform and you may ask a question by calling that number. What are the rules of conduct Q&As? We have published rules of conduct Q&As for the annual meeting on www.virtualshareholdermeeting.com/VOYA2024. You will find in the rules of conduct: 1.
| What are the rules of conduct Q&As?We have published rules of conduct Q&As for the annual meeting on www.virtualshareholdermeeting.com/ VOYA2021. You will find in the rules of conduct: 1) what types of questions will be allowed and answered, 2) theanswered;
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2.
| The number of questions allowed per shareholder, 3) timeshareholder; |
3.
| Time guidelines for questionsquestions; and 4) what |
4.
| What happens if we run out of time and there are unanswered questions. Will you archive the meeting for future viewing?
Yes, we will archive the meeting on our Investors
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Will you archive the meeting for future viewing? Yes, we will archive the meeting on our investor relations website at investors.voya.com for future viewing. Why did I receive this proxy statement? The Board is soliciting proxies to be voted at the Annual Meeting. Under the NYSE rules, the stock exchange on which our common stock is listed, we are required to solicit proxies from our shareholders in connection with any meeting of our shareholders, including the Annual Meeting. Under the rules of the SEC, when our Board asks you for your proxy, it must provide you with a proxy statement and certain other materials (including an annual report to shareholders), containing certain required information. These materials will be first made available, sent or given to shareholders on or about April 11, 2024. -62-
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Voya 2024 Proxy Statement | | | 90 |
TABLE OF CONTENTS Why did I receive this proxy statement?
The board of directors is soliciting proxies to be voted at the Annual Meeting. Under the NYSE rules, the stock exchange on which our common stock is listed, we are required to solicit proxies from our shareholders in connection with any meeting of our shareholders, including the Annual Meeting. Under the rules of the SEC, when our Board asks you for your proxy, it must provide you with a proxy statement and certain other materials (including an annual report to shareholders), containing certain required information. These materials will be first made available, sent or given to shareholders on April 13, 2021.
What is included in our proxy materials? Our proxy materials include: | ▪ | A notice of our 20212024 Annual Meeting of Shareholders (which is attached to this proxy statement); and |
| ▪ | Our Annual Report to Shareholders for 2020.If you received printed versions of these materials by mail (rather than through electronic delivery), these materials also include a proxy card or voting instruction form. If you received or accessed these materials through the Internet, your proxy card or voting instruction form are available to be filled out and executed electronically.
Why didn’t I receive a paper copy of these materials?
SEC rules allow companies to deliver a notice of Internet availability of proxy materials to shareholders and provide Internet access to those proxy materials, in lieu of providing paper materials. Shareholders may obtain paper copies of the proxy materials free of charge by following the instructions provided in the notice of Internet availability of proxy materials.
What is “householding?”
We send shareholders of record at the same address one copy of the proxy materials unless we receive instructions from a shareholder requesting receipt of separate copies of these materials.
If you share the same address as multiple shareholders and would like the Company to send only one copy of future proxy materials, please contact Computershare Trust Company, N.A. at 118 Fernwood Avenue, Edison, NJ 08837. You can also contact Computershare to receive individual copies of all documents. You may also contact the Corporate Secretary at Voya Financial, Inc., 230 Park Avenue, New York, New York 10169, Attention: Law Department, Office of the Corporate Secretary or at 212-309-8200.
What is a proxy?
It is your legal designation of another person to vote the stock you own. The other person is called a proxy. When you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. The Company has designated four of the Company’s officers to act as proxies at the Annual Meeting.
Who can vote by proxy at the Annual Meeting?
Persons who held stock as of the close of business on the Record Date, March 30, 2021, can vote their stock at the annual meeting,2023.
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If you request to receive printed versions of these materials by mail (rather than through electronic delivery), these materials will also include a proxy card or voting instruction form. If you received or accessed these materials through the Internet, your proxy card or voting instruction form are available to be filled out and executed electronically. Why didn’t I receive a paper copy of these materials? SEC rules allow companies to deliver a notice of Internet availability of proxy materials to shareholders and provide Internet access to those proxy materials, in lieu of providing paper materials. Shareholders may obtain paper copies of the proxy materials free of charge by following the instructions provided in the notice of Internet availability of proxy materials. What is “householding?” We may satisfy SEC rules regarding delivery of our proxy materials, including our proxy statement, or delivery of the Notice of Internet Availability of Proxy Materials by delivering a single copy of these documents to an address shared by two or more shareholders. If you share the same address as multiple shareholders and would like the Company to send only one copy of future proxy materials, please contact Computershare Trust Company, N.A. (Computershare) at 118 Fernwood Avenue, Edison, New Jersey 08837. You can also contact Computershare to receive individual copies of all documents. You may also contact the Corporate Secretary at Voya Financial, Inc., 230 Park Avenue, New York, New York 10169, Office of the Corporate Secretary. What is a proxy? It is your legal designation of another person to vote the stock you own. The other person is called a proxy. When you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. The Company has designated four of the Company’s officers to act as proxies at the Annual Meeting. Who can vote by proxy at the Annual Meeting? Persons who held stock as of the close of business on the Record Date, March 27, 2024, can vote their stock at the Annual Meeting, either by participating in the online meeting or by executing (manually, telephonically, or electronically) a proxy card or voting instruction form. TABLE OF CONTENTS
What will shareholders vote on at the Annual Meeting? At the Annual Meeting, our shareholders will be asked to cast votes on the following items of business: The election| ▪ | Election of the nine11 directors who make up our board of directors;An advisoryBoard;
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| ▪ | Advisory vote on the approval of executive compensation; |
| ▪ | Approval of the adoption of the Voya Financial, Inc. 2024 Omnibus Incentive Plan; |
| ▪ | Advisory vote to approve the frequency of future advisory votes on executive compensation; and A vote
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| ▪ | Vote to ratify the appointment of Ernst & Young LLP as the Company’s auditors for 2021.2024. |
Will there be any other items of business on the agenda? We do not expect any other items of business because the deadline in our by-laws for shareholder director nominations and other proposals has passed. However, if any other matter should properly come before the meeting, the officers we have designated to act as proxies will vote the stock for which they have received a valid proxy according to their best judgment.
How many votes do I have?
You will have one vote for every share of common stock of Voya Financial, Inc. that you owned at the close of business on the Record Date, March 30, 2021.
What constitutes a quorum for the Annual Meeting?
A majority of the outstanding shares of common stock as of the Record Date must be present, in person or by proxy, at the Annual Meeting for a quorum to exist. On the Record Date, there were 121,188,464 shares of common stock outstanding. A quorum must be present before any action can be taken at the Annual Meeting, except an action to adjourn the meeting.
What is the difference between holding shares as a shareholder of record and as a beneficial owner of common stock held in “street name”?
Shareholder of Record: If your shares of common stock are registered directly in your name with our transfer agent, Computershare, you are considered a “shareholder of record” of those shares.
Shares Held in “Street Name”: If your shares of common stock are held in an account at a brokerage firm, bank, broker- dealer or other similar organization (which we refer to in this proxy statement as a “financial intermediary”), then you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials from the financial intermediary holding your account and, as a beneficial owner, you have the right to direct your financial intermediary as to how to vote the shares held in your account.
We do not expect any other items of business because the deadline in our by-laws for shareholder director nominations and other proposals has passed. However, if any other matter should properly come before the meeting, the officers we have designated to act as proxies will vote the stock for which they have received a valid proxy according to their best judgment. How many votes do I have? You will have one vote for every share of common stock of Voya that you owned at the close of business on the Record Date, March 27, 2024. -64-
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Voya 2024 Proxy Statement | | | 91 TABLE OF CONTENTS
How do I vote?
The manner in which you cast your vote depends on whether you are a shareholder of record or you are a beneficial owner of shares held in “street name”.
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TABLE OF CONTENTS What constitutes a quorum for the Annual Meeting? A majority of the outstanding shares of common stock as of the Record Date must be present, in person or by proxy, at the Annual Meeting for a quorum to exist. On the Record Date, there were 101,341,316 shares of common stock outstanding. A quorum must be present before any action can be taken at the Annual Meeting, except an action to adjourn the meeting. What is the difference between holding shares as a shareholder of record and as a beneficial owner of common stock held in “street name”? Shareholder of Record: If your shares of common stock are registered directly in your name with our transfer agent, Computershare, you are considered a “shareholder of record” of those shares. Shares Held in “Street Name”: If your shares of common stock are held in an account at a brokerage firm, bank, broker- dealer or other similar organization (which we refer to in this proxy statement as a “financial intermediary”), then you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials from the financial intermediary holding your account and, as a beneficial owner, you have the right to direct your financial intermediary as to how to vote the shares held in your account. How do I vote? The manner in which you cast your vote depends on whether you are a shareholder of record or you are a beneficial owner of shares held in “street name.” In order to vote your shares, you may vote:
| | | By Internet–Advance Voting:
| | | www.proxyvote.com
| | | www.proxyvote.com
| | | | By Internet at our Annual Meeting:
| | | www.virtualshareholdermeeting.com/VOYA2021
| | | www.virtualshareholdermeeting.com/ VOYA2021
| | | | By Telephone
| | | 1-800-690-6903
| | | 1-800-690-6903
| | | | By Mail:
| | | Return a properly executed and dated proxy card in the pre-paid envelope we have provided.
| | | Return a properly executed and dated voting instruction form by mail, depending upon the method(s) your financial intermediary makes available.
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To be valid, your vote by Internet, telephone or mail must be received by the deadline specified on the proxy card or voting instruction form, as applicable.
How do I revoke my proxy?
If you hold your shares
in street name, you must follow the instructions of your broker or bank to revoke your voting instructions. Otherwise, you can revoke your“street name” | | | | By Internet-Advance Voting: | | | www.proxyvote.com | | | www.proxyvote.com | | | | By Internet at our Annual Meeting: | | | www.virtualshareholdermeeting.com/VOYA2024 | | | www.virtualshareholdermeeting.com/VOYA2024 | | | | By Telephone | | | 1-800-690-6903 | | | 1-800-690-6903 | | | | By Mail: | | | Return a properly executed and dated proxy by executing a new proxy or by voting at the meeting. How do I vote my shares heldcard in the Company’s 401(k) plans?pre-paid envelope we have provided.
| | | The trustee of the plans will vote your shares in accordance with the directions you provide by voting on theReturn a properly executed and dated voting instruction card orform by mail, depending upon the instructions in the email message that notified you of the availability of the proxy materials. Ifmethod(s) your proxy is not returned or is returned unsigned, the trustee will vote your shares in the same proportion as are all the shares held by the respective plan that are allocated to the participants of such plan for which voting instructions have been received.
How will my shares be voted if I do not give specific voting instructions?
The voting of shares for which a proxy has been executed, dated and delivered, but for which no specific voting instructions have been provided, depends on whether the shares are held by a shareholder of record or are held beneficially in “street name”, and if shares are held in “street name”, on the financial intermediary through which beneficial ownership is held.makes available.
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To be valid, your vote by Internet, telephone or mail must be received by the deadline specified on the proxy card or voting instruction form, as applicable. How do I revoke my proxy? If you hold your shares in street name, you must follow the instructions of your broker or bank to revoke your voting instructions. Otherwise, you can revoke your proxy by executing a new proxy, by voting at the meeting or by giving notice of revocation in writing to the Corporate Secretary. How do I vote my shares held in the Company’s 401(k) plans? The trustee of the plans will vote your shares in accordance with the directions you provide by voting on the voting instruction card or the instructions in the email message that notified you of the availability of the proxy materials. If your proxy is not returned or is returned unsigned, the trustee will vote your shares in the same proportion as are all the shares held by the respective plan that are allocated to the participants of such plan for which voting instructions have been received. Voya 2024 Proxy Statement | | | 92 |
TABLE OF CONTENTS How will my shares be voted if I do not give specific voting instructions? The voting of shares for which a proxy has been executed, dated and delivered, but for which no specific voting instructions have been provided, depends on whether the shares are held by a shareholder of record or are held beneficially in “street name”, and if shares are held in “street name”, on the financial intermediary through which beneficial ownership is held. ✔If you are a shareholder of record and you indicate that you wish to vote as recommended by our Board or if you sign, date and return a proxy card but do not give specific voting instructions, then your shares will be voted in the manner recommended by our Board on all matters presented in this proxy statement, and the proxy holders may vote in their discretion with respect to any other matters properly presented for a vote at our Annual Meeting.
✔ While our Board does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at our Annual Meeting, if that occurs, proxies will be voted in favor of such other person or persons as may be recommended by our Nominating, Governance and GovernanceSocial Responsibility Committee and nominated by our Board.
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Beneficial Owners of Shares Held in “Street Name”: ✔If you are a beneficial owner of shares and your brokerage firm, bank, broker-dealer or other similar organization does not receive voting instructions from you, the manner in which your shares may be voted differs, depending on the specific resolution being voted upon.
○ | Ratification of Auditors. For the resolution to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm, NYSE rules provide that brokers that have not received voting instructions from their customers at least ten✔Ratification of Auditors. For the resolution to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm, NYSE rules provide that brokers that have not received voting instructions from their customers at least 10 days before the meeting date may vote their customers’ shares in the brokers’ discretion. This is called broker-discretionary voting. The foregoing rule does not apply, however, if your broker is an affiliate of our Company. In such a case, NYSE policy specifies that, in the absence of your specific voting instructions, your shares may be voted only in the same proportion as are the other shares voted with respect to the resolution.
✔All other matters. All other resolutions to be presented at our Annual Meeting are considered “non-discretionary matters” under NYSE rules, and your brokerage firm, bank, broker-dealer or other similar organization may not vote your shares without voting instructions from you (“broker non-votes”). Therefore, you must provide voting instructions in order for your vote to be counted |
○ | All other matters. All other resolutions to be presented at our Annual Meeting are considered “non-discretionary matters” under NYSE rules, and your brokerage firm, bank, broker-dealer or other similar organization may not vote your shares without voting instructions from you (“broker non-votes”). Therefore, you must provide voting instructions in order for your vote to be counted.Voya 2024 Proxy Statement | | | 93 |
TABLE OF CONTENTS What vote is required for adoption or approval of each matter to be voted on? The chart below sets forth each item of business that we expect to be put before our shareholders at the Annual Meeting, and for each such item: the voting options available, the vote required to adopt or approve, the voting recommendation of our Board, the effect of abstaining from the vote, whether such item is a “discretionary matter” for which brokers may cast discretionary votes and the effect of broker non-votes. | Election of Directors | | | You may vote FOR, AGAINST, or ABSTAIN for each nominee for director. | | | For each nominee, election requires a number of FOR votes that represents a majority of the votes cast FOR or AGAINST each nominee for director. | | | FOR all Director Nominees.
Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the election of our director nominees
| | | Abstentions are not counted as a vote cast and will therefore have no effect on the vote
| | | No
| | | No effect
| | | Advisory Vote to Approve Executive Compensation
| | | You may vote FOR, AGAINST, or ABSTAIN on the resolution to approve the executive compensation of our NEOs
| | | Approval requires a number of FOR votes that represents a majority of the shares represented at the Annual Meeting, in person or by proxy, and entitled to vote on the matter.
| | | FOR the resolution
Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the ratification of the appointment.
| | | Abstentions will have the same effect as a vote AGAINST the resolution
| | | No
| | | No effect
| | | Ratification of Appointment of Independent Registered Public Accounting Firm
| | | You may vote FOR, AGAINST, or ABSTAIN on the resolution to ratify the appointment
| | | Approval requires a number of FOR votes that represents a majority of the shares represented at the Annual Meeting, in person or by proxy, and entitled to voteon the matter
| | | FOR the ratification of the appointment
Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the ratification of the appointment.
| | | Abstentions will have the same effect as a vote AGAINST the resolution.
| | | Yes
| | | N/A
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Who counts the votes?
Votes will be counted by Computershare Trust Company, N.A.
TABLE OF CONTENTS
How will the results of the votes taken atcast FOR or AGAINST each nominee for director.
| | | FOR all director nominees.
Unless a contrary choice is specified, proxies solicited by our Annual MeetingBoard will be reported?voted FOR the election of our director nominees. | | | We expectAbstentions are not counted as a vote cast and will therefore have no effect on the vote.
| | | No | | | No effect | Advisory Vote to announceApprove Executive Compensation | | | You may vote FOR, AGAINST, or ABSTAIN on the preliminary voting resultsresolution to approve the executive compensation of our NEOs. | | | Approval requires a number of FOR votes that represents a majority of the shares represented at the Annual Meeting. The final voting resultsMeeting, in person or by proxy, and entitled to vote on the matter. | | | FOR the resolution.
Unless a contrary choice is specified, proxies solicited by our Board will be reported in a Current Report on Form 8-K that will be filed withvoted FOR the SEC, and will be available at www.sec.gov and on our website at www.voya.com. How do I inspect the list of shareholders of record?
A listapproval of the shareholdersexecutive compensation of our NEOs.
| | | Abstentions will have the same effect as a vote AGAINST the resolution. | | | No | | | No effect | Approval of the Record Dateadoption of March 30, 2021 will be available for inspection during ordinary business hoursthe Voya Financial, Inc. 2024 Omnibus Incentive Plan | | | You may vote FOR, AGAINST, or ABSTAIN on the resolution to approve the adoption of the incentive plan. | | | Approval requires a number of FOR votes that represents a majority of the shares represented at our headquarters at 230 Park Avenue, New York, New York 10169, from May 17, 2021 to May 27, 2021. This list will also be available during the Annual Meeting, at www.virtualshareholdermeeting.com/VOYA2021.in person or by proxy, and entitled to vote on the matter. | | | FOR the resolution
How do I submitUnless a shareholder proposal forcontrary choice is specified, proxies solicited by our Board will be voted FOR the 2022 Annual Meeting?
Shareholders who wish to present proposals pursuant to SEC Rule 14a-8 for inclusion in the proxy materials to be distributed by us in connection with our 2022 Annual Meeting of Shareholders must submit their proposals to the Law Department, Officeapproval of the Corporate Secretary, at Voya Financial, Inc., 230 Park Avenue, New York, NY 10169. Proposals must be received on or before December 14, 2021 unless our 2022 Annual Meeting of Shareholders is held more than 30 days before or after the anniversary dateadoption of the 2021incentive plan.
| | | Abstentions will have the same effect as a vote AGAINST the resolution. | | | No | | | No effect | Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation | | | You may vote for EVERY YEAR, EVERY TWO YEARS, EVERY THREE YEARS, or ABSTAIN on the resolution to approve the frequency of future advisory votes on executive compensation. | | | The option that receives the greatest number of votes cast will determine the outcome of the vote. | | | That future votes be held EVERY YEAR. Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the EVERY YEAR alternative. | | | Abstentions will not affect which option receives the greatest number of votes case and will have no effect on the vote. | | | No | | | No effect | Ratification of Appointment of Independent Registered Public Accounting Firm | | | You may vote FOR, AGAINST, or ABSTAIN on the resolution to ratify
the appointment. | | | Approval requires a number of FOR votes that represents a majority of the shares represented at the Annual Meeting, in which case proposals must be received a reasonable time before we beginperson or by proxy, and entitled to print and send proxy materials forvote on the 2022 Annual Meeting of Shareholders. Submitting a proposal does not guarantee its inclusion, which is governed by SEC rules and other applicable limitations.matter. | | | In accordance with our by-laws, for a matter not included in our proxy materials to be properly brought beforeFOR the 2022 Annual Meeting of Shareholders, a noticeratification of the matter thatappointment.
Unless a contrary choice is
specified, proxies solicited by our Board will be voted FOR the shareholder wishes to present must be delivered to the Law Department, Officeratification of the Corporate Secretary, at Voya Financial, Inc., 230 Park Avenue, New York, NY 10169, not less than 90 nor more than 120 days prior toappointment. | | | Abstentions will have the first anniversary ofsame effect as a vote AGAINST the 2021 Annual Meeting. As a result, any notice given by or on behalf of a shareholder pursuant to these provisions of our by-laws (and not pursuant to the SEC’s Rule 14a-8) must be received no earlier than January 27, 2022 and no later than February 26, 2022. If, however, our 2022 Annual Meeting of Shareholders is held before the date that is 30 days before the anniversary date of the 2021 Annual Meeting, or after the date that is 60 days after the anniversary date of the 2021 Annual Meeting, then our by-laws provide that the deadline for such a notice will be the later of the close of business on (i) the date that is 90 days before the date of our 2022 Annual Meeting of Shareholders and (ii) the tenth day following the date on which the date of our 2022 Annual Meeting of Shareholders is first publicly announced or disclosed.
Who pays the expenses of this proxy solicitation?resolution.
| | | Expenses for the preparation of these proxy materials and the solicitation of proxies for our Annual Meeting are paid by the Company. In addition to the solicitation of proxies over the Internet or by mail, certain of our directors, officers or employees may solicit proxies in person, by telephone, or by other means of communication. Our directors, officers and employees will receive no additional compensation for any such solicitation. The Company has retained MacKenzie Partners, Inc. as proxy solicitor for a fee of $22,500 plus the reimbursement of any out of pocket expenses. We will reimburse brokers, including our affiliated brokers, and other similar institutions for costs incurred by them in mailing proxy materials to beneficial owners.Yes
| | | Where can I receive more information about the Company?N/A
We file reports and other information with the SEC. This information is available on the Company’s website at www.voya.com and at the Internet site maintained by the SEC at www.sec.gov. You may also contact the SEC at 1-800-SEC-0330. The charters of our Audit, Compensation and Benefits, Nominating and Governance, Risk, Investment and Finance and Technology, Innovation and Operations Committees, the Company’s Corporate Governance Guidelines, and the Corporate Code of Business Conduct and Ethics are also available on the Company’s investor relations website, investors.voya.com.
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TABLE OF CONTENTS Who counts the votes? Votes will be counted by Computershare Trust Company, N.A. How will the results of the votes taken at our Annual Meeting be reported? We expect to announce the preliminary voting results at the Annual Meeting. The final voting results will be reported in a Current Report on Form 8-K that will be filed with the SEC, and will be available at www.sec.gov and on our website at www.voya.com. How do I inspect the list of shareholders of record? A list of the shareholders as of the Record Date of March 27, 2024, will be available for inspection during ordinary business hours at our headquarters at 230 Park Avenue, New York, New York 10169, from May 13, 2024 to May 23, 2024. This list will also be available during the Annual Meeting at www.virtualshareholdermeeting.com/VOYA2024. Information from this website is not incorporated by reference into this proxy statement. How do I submit a shareholder proposal or director nominations for the 2025 Annual Meeting? Shareholder Proposals under SEC Rule 14a-8: Shareholders who wish to present proposals pursuant to SEC Rule 14a-8 for inclusion in the proxy materials to be distributed by us in connection with our 2025 Annual Meeting of Shareholders must submit their proposals to the Law Department, Office of the Corporate Secretary, at Voya Financial, Inc., 230 Park Avenue, New York, New York 10169. Proposals must be received on or before December 12, 2024, unless our 2025 Annual Meeting of Shareholders is held more than 30 days before or after the anniversary date of the 2024 Annual Meeting, in which case proposals must be received a reasonable time before we begin to print and send proxy materials for the 2025 Annual Meeting of Shareholders. Submitting a proposal does not guarantee its inclusion, which is governed by SEC rules and other applicable limitations. Proxy Access Director Nominations: Our by-laws provide for “proxy access”, which permits eligible shareholders to nominate directors for inclusion in our proxy materials. For a director nominee to be included in the Company's proxy statement for the 2025 Annual Meeting of Shareholders, a notice of the nomination must be in writing and delivered to or mailed and received by our Corporate Secretary at our principal executive offices not before November 12, 2024, and not later than December 12, 2024. If, however, our 2025 Annual Meeting of Shareholders is held before the date that is 30 days before the anniversary date of the 2024 Annual Meeting, or after the date that is 30 days after the anniversary date of the 2024 Annual Meeting, then our by-laws provide that the deadline for such notice of the nomination will be the later of the close of business on (i) the date that is 180 days before the date of our 2025 Annual Meeting of Shareholders and (ii) the 10th day following the date on which the date of our 2025 Annual Meeting of Shareholders is first publicly announced or disclosed. Our by-laws also specify additional requirements that must be met (including eligibility requirements applicable to any nominator and any nominee) in order for a director nomination to be included in the Company's proxy statement for the 2025 Annual Meeting of Shareholders. Advance Notice Bylaws for Proposals and Nominations Not Included in Our Proxy Statement: In accordance with our by-laws, for a proposal or director nomination not included in our proxy materials to be properly brought before the 2025 Annual Meeting of Shareholders, a notice of the proposal or nomination must be in writing and delivered to or mailed and received by our Corporate Secretary at our principal executive offices not before January 23, 2025, and not later than February 22, 2025. If, however, our 2025 Annual Meeting of Shareholders is held before the date that is 30 days before the anniversary date of the 2024 Annual Meeting, or after the date that is 60 days after the anniversary date of the 2024 Annual Meeting, then our by-laws provide that the deadline for such a notice will be the later of the close of business on (i) the date that is 90 days before the date of our 2025 Annual Meeting of Shareholders and (ii) the tenth day following the date on which the date of our 2025 Annual Meeting of Shareholders is first publicly announced or disclosed. Our by-laws specify additional requirements in order for a shareholder to bring a proposal or nominate a director. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 24, 2025, unless the by-laws provide for an alternative deadline due to the date of the 2025 Annual Meeting of Shareholders. Voya 2024 Proxy Statement | | | 95 |
TABLE OF CONTENTS Who pays the expenses of this proxy solicitation? Expenses for the preparation of these proxy materials and the solicitation of proxies for our Annual Meeting are paid by the Company. In addition to the solicitation of proxies over the Internet or by mail, certain of our directors, officers or employees may solicit proxies in person, by telephone, or by other means of communication. Our directors, officers and employees will receive no additional compensation for any such solicitation. The Company has retained MacKenzie Partners, Inc. as proxy solicitor for a fee of $22,500 plus the reimbursement of any out-of-pocket expenses. We will reimburse brokers, including our affiliated brokers, and other similar institutions for costs incurred by them in mailing proxy materials to beneficial owners. Where can I receive more information about the Company? We file reports and other information with the SEC. This information is available on the Company’s website at www.voya.com and at the Internet site maintained by the SEC at www.sec.gov. You may also contact the SEC at 1-800-SEC-0330. The charters of our Audit; Compensation, Benefits and Talent Management; Nominating, Governance and Social Responsibility; Risk, Investment and Finance; and Technology, Innovation and Operations Committees, as well as the Company’s Corporate Governance Guidelines and the Corporate Code of Business Conduct and Ethics are available on the Company’s investor relations website, investors.voya.com. Communications with our Board Any person who wishes to communicate with any of our directors, our Lead Director,Non-Executive Chairperson, our committee chairs or with our independent directors as a group should address communications to the board of directorsBoard or the particular director or directors, as the case may be, and mailed to Voya Financial, Inc., 230 Park Avenue, New York, NYNew York 10169, Attention: Law Department, Office of the Corporate Secretary or sent by electronic mail to VoyaBoard@voya.com.CorporateSecretary@voya.com. Code of Ethics and Conduct Our board of directorsBoard has adopted a code of ethics and a code of conduct as such terms are used in Item 406 of Regulation S-K and the NYSE listing rules. A copy of our Code of Business Conduct and Ethics is available from our investor relations website at investors.voya.com. The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K with respect to its code of ethics through a notice posted at investors.voya.cominvestors.voya.com. Information from this website is not incorporated by reference into this proxy statement. -68-Voya 2024 Proxy Statement | | | 96 |
TABLE OF CONTENTS Non-GAAP Financial Measures In this proxy statement, we present Adjusted Operating Earnings, Adjusted Operating Earnings Per Share, Adjusted Operating Return on Allocated Capital and Adjusted Operating Return on Equity, each of which is a non-GAAP financial measure. Adjusted Operating Earnings Adjusted Operating Earnings is defined as adjusted operating earnings before income taxes excluding the impacts of DAC, VOBA, and other intangible unlocking. Adjusted operating earnings before income taxes is calculated by adjusting GAAP income (loss) from continuing operations before income taxes for the following items: Net investment gains (losses), net of related amortization of DAC, VOBA, sales inducements and unearned revenue, which are significantly influenced by economic and market conditions, including interest rates and credit spreads, and are not indicative of normal operations. Net investment gains (losses) include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the FVO unrelated to the implied loan-backed security income recognition for certain mortgage-backed obligations and changes in the fair value of derivative instruments, excluding realized gains (losses) associated with swap settlements and accrued interest;
Net guaranteed benefit hedging gains (losses), which are significantly influenced by economic and market conditions and are not indicative of normal operations, include changes in the fair value of derivatives related to guaranteed benefits, net of related reserve increases (decreases) and net of related amortization of DAC, VOBA, and sales inducements, less the estimated cost of these benefits. The estimated cost, which is reflected in operating results, reflects the expected cost of these benefits if markets perform in line with our long-term expectations and includes the cost of hedging. Other derivative and reserve changes related to guaranteed benefits are excluded from operating results, including the impacts related to changes in nonperformance spread;
Income (loss) related to businesses exited or to be exited through reinsurance or divestment, which includes gains and (losses) associated with transactions to exit blocks of business within continuing operations (including net investment gains (losses) on securities sold and expenses directly related to these transactions) and residual run-off activity (including an insignificant number of Individual Life, Annuities and CBVA policies that were not part of the Individual Life and 2018 Transactions). Excluding this activity, which also includes amortization of intangible assets related to businesses exited or to be exited, better reveals trends in our core business and more closely aligns Adjusted operating earnings before income taxes with how we manage our segments;
Income (loss) attributable to noncontrolling interest, which represents the interest of shareholders, other than those of Voya Financial, Inc., in the gains and (losses) of consolidated entities, or the attribution of results from consolidated VIEs or VOEs to which we are not economically entitled;
Dividend payments made to preferred shareholders are included as reductions to reflect the Adjusted operating earnings that is available to common shareholders;
Income (loss) related to early extinguishment of debt, which includes losses incurred as a result of transactions where we repurchase outstanding principal amounts of debt; these losses are excluded from Adjusted operating earnings before income taxes since the outcome of decisions to restructure debt are not indicative of normal operations;
Impairment of goodwill, value of management contract rights and value of customer relationships acquired, which includes losses as a result of impairment analysis; these represent losses related to infrequent events and do not reflect normal, cash-settled expenses;
Immediate recognition of net actuarial gains (losses) related to our pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period. We immediately recognize actuarial gains and (losses) related to pension and other postretirement benefit obligations and gains and losses from plan adjustments and curtailments. These amounts do not reflect normal, cash-settled expenses and are not indicative of current Operating expense fundamentals; and
TABLE OF CONTENTS
Other adjustments not indicative of normal operations or performance of our segments or may be related to events such as capital or organizational restructurings undertaken to achieve long-term economic benefits, including certain costs related to debt and equity offerings, acquisition / merger integration expenses, severance and other third-party expenses associated with such activities. These items vary widely in timing, scope and frequency between periods as well as between companies to which we are compared. Accordingly, we adjust for these items as we believe that these items distort the ability to make a meaningful evaluation of the current and future performance of our segments.
| ▪ | Net investment gains (losses), which are significantly influenced by economic and market conditions, including interest rates and credit spreads, and are not indicative of normal operations. Net investment gains (losses) include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the fair value option unrelated to the implied loan-backed security income recognition for certain mortgage-backed obligations, and changes in the fair value of derivative instruments, excluding gains (losses) associated with swap settlements and accrued interest. It also includes changes in the fair value of derivatives related to managed custody guarantees, net of related reserve increases (decreases), less the estimated cost of these benefits, changes in nonperformance spread, and changes in market risk benefits; |
| ▪ | Income (loss) related to businesses exited or to be exited through reinsurance or divestment, which includes gains and (losses) associated with transactions to exit blocks of business, amortization of intangible assets and residual run-off activity. Excluding this activity better reveals trends in our core business and more closely aligns Adjusted operating earnings before income taxes with how we manage our segments; |
| ▪ | Income (loss) attributable to noncontrolling interests to which we are not economically entitled, such as Allianz SE's (“Allianz”) stake in the results of VIM Holdings LLC (referred to as redeemable noncontrolling interest and Allianz noncontrolling interest) or the attribution of results from consolidated VIEs or VOEs; |
| ▪ | Dividend payments made to preferred shareholders are included as reductions to reflect the Adjusted operating earnings before income taxes that are available to common shareholders; |
| ▪ | Other adjustments may include the following items: |
| ▪ | Income (loss) related to early extinguishment of debt since the outcome of decisions to restructure debt are not indicative of normal operations; |
| ▪ | Impairment of goodwill and intangible assets as these represent losses related to infrequent events and do not reflect normal, cash-settled expenses; |
| ▪ | Amortization of acquisition-related intangible assets as well as contingent consideration fair value adjustments incurred in connection with certain acquisitions which are not indicative of current Operating expense fundamentals; |
| ▪ | Expected return on plan assets net of interest costs associated with our qualified defined benefit pension plan and immediate recognition of net actuarial gains (losses) related to all of our pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments. These amounts do not reflect cash-settled expenses, and are not indicative of current Operating expense fundamentals; and |
| ▪ | Other items not indicative of normal operations or performance of our segments or that may be related to events such as capital or organizational restructurings, including certain costs related to debt and equity offerings, acquisition / merger integration expenses, severance and other third-party expenses associated with such activities, and expenses attributable to vacant real estate. These items vary widely in timing, scope and frequency between periods as well as among companies to which we are compared. Accordingly, we adjust for these items as we believe that these items distort the ability to make a meaningful evaluation of the current and future performance of our segments. |
Adjusted Operating Return on Allocated Capital Adjusted Operating Return on Allocated Capital is defined as adjusted operating earnings for the Retirement,Wealth Solutions, Health Solutions and Investment Management and Employee Benefits Segments (tax-effected based on the actual operating effective tax rate for the period) excluding the impacts of DAC, VOBA, and other intangible unlocking divided by the average capital allocated to these business segments for the period. Adjusted Operating Earnings Per Share Adjusted Operating Earnings Per Share is defined as adjusted operating earnings after income taxes excluding the impacts of DAC, VOBA, and other intangible unlocking divided by average diluted common shares. Voya 2024 Proxy Statement | | | A-1 |
TABLE OF CONTENTS Adjusted Operating Return on Equity Adjusted Operating Earnings Per Share is defined as adjusted operating earnings after income taxes excluding the impacts of DAC, VOBA, and other intangible unlocking divided by average common equity excluding AOCI. Voya Financial,
Inc.
Reconciliation of Adjusted Operating Earnings Excluding Unlockingbefore income taxes to Income (Loss) From Continuing Operationsbefore income taxes Income (loss) from continuing operations before income taxes | | | $352678 | Less:
| | | | Net investment gains (losses) and related charges and adjustments | | | 22
| Net guaranteed benefit hedging gains (losses) and related charges and adjustments
| | | 22(15)
| Income (loss) related to businesses exited or to be exited through reinsurance or divestment | | | (342)(182)
| Net income (loss) attributable to noncontrolling interestinterests | | | 157
| Income (loss) on early extinguishment of debt-
| | | —
| Immediate recognition of net actuarial gains (losses) related to pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments
| | | 2104
| Dividend payments made to preferred shareholders | | | 36 | Other adjustments | | | (41(180)
| Adjusted operating earnings before income taxes | | | $495916 | Less: DAC, VOBA and other intangibles unlocking
| | | (149)
| Plus: Earnings adjustments related to Individual Life Transaction1
| | | 50
| Adjusted operating earnings, excluding unlocking, and adjusted for Individual Life TransactionQuantitative Adjustments1
| | | 1 | Adjusted operating earnings before income taxes, including quantitative adjustments | | | $694917 |
1
(1)
| Includes earnings adjustments made by the Compensation, Benefits, and Talent Management Committee, primarily related to Individual Life Transaction to align with Target assumptionsacquisition and divestment impacts that were not reflected in the original targets, which were largely offsetting for 2023. |
A-2Voya 2024 Proxy Statement | | | A-2 |
TABLE OF CONTENTS Voya Financial,
Inc.
Calculation and Reconciliation of Adjusted Operating Return on Allocated Capital Total Voya Financial, Inc. Shareholders' Equity -— end of period | | | $10,1104,193 | Total Voya Financial, Inc. Shareholders' Equity -— average for period
| | | $9,1603,664 | Net income (loss) available to Voya Financial, Inc.
’s common shareholders | | | $(242)589 | Return on Voya Financial, Inc. Equity
| | | -2.6%16.1%
|
| | | | Total Voya Financial, Inc. Shareholders' Equity -— average for period
| | | $9,1603,664 | Less: Accumulated Other Comprehensive Income (AOCI) -— average for period
| | | 3,702(2,865)
| Plus: Total Voya Debt -— average for period
| | | 3,044$2,181
| Total Capitalization (Excluding AOCI) -— average for period
| | | $8,5018,710 | Less: Corporate Segment Capital -— average for period
| | | 3,698$3,151
| Quantitative Adjustments — average for period1 | | | (578) | Total Allocated Capital -— average for period,
including quantitative adjustments | | | $4,8034,981 | After-tax adjustedAdjusted operating earnings excluding unlocking and Corporate, and adjusted for Individual Life Transaction1
after income taxes
| | | $855763 | Less: Corporate adjusted operating earnings after income taxes | | | (180) | Adjusted operating earnings after income taxes, excluding Corporate | | | $943 | Quantitative Adjustments1 | | | 18 | Adjusted Operating earnings after income taxes, excluding Corporate and including quantitative adjustments | | | $961 | Adjusted Operating Return on Allocated Capital | | | 17.8%19.3%
|
1
(1)
| Includes earnings adjustments made by the Compensation, Benefits, and Talent Management Committee, primarily related to Individual Life Transaction to align with Target assumptionsacquisition and divestment impacts that were not reflected in the original targets and incentive compensation above or below target that is reported in Corporate. |
A-3Voya 2024 Proxy Statement | | | A-3 |
TABLE OF CONTENTS Voya Financial,
Inc.
Reconciliation of Adjusted Operating Return on Equity (ROE) and Adjusted Operating Earnings Per Share (EPS) Net Income (loss) available to Voya Financial, Inc.'s common shareholders | | | $(242) | | | $(388) | | | $(1.84) | | | $(2.64) | Less: Preferred stock dividends | | | (36) | | | (28) | | | (0.27) | | | (0.19) | Net income (loss) available to Voya Financial, Inc. | | | $(206) | | | $(360) | | | $(1.56) | | | $(2.45) | Plus: Net income (loss) attributable to noncontrolling interest | | | 157 | | | 50 | | | 1.19 | | | 0.34 | Less: Income (loss) from discontinued operations | | | (419) | | | (1,101) | | | (3.18) | | | (7.49) | Income (loss) from continuing operations | | | $370 | | | $791 | | | $2.81 | | | $5.38 | Less:
| | | | | | | | | | | | | Net investment gains (losses) and related charges and adjustments | | | 18 | | | 20 | | | 0.13 | | | 0.14 | Net guaranteed benefit hedging gains (losses) and related charges and adjustments | | | 17 | | | (11) | | | 0.13 | | | (0.07) | Income (loss) related to businesses exited or to be exited through reinsurance or divestment | | | (270) | | | 78 | | | (2.05) | | | 0.53 | Net income (loss) attributable to noncontrolling interest | | | 157 | | | 50 | | | 1.19 | | | 0.34 | Income (loss) on early extinguishment of debt | | | — | | | (10) | | | — | | | (0.07) | Immediate recognition of net actuarial gains (losses) related to pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments | | | 2 | | | 2 | | | 0.01 | | | 0.02 | Dividend payments made to preferred shareholders | | | 36 | | | 28 | | | 0.27 | | | 0.19 | Other adjustments | | | (15) | | | 120 | | | (0.11) | | | 0.82 | Adjusted operating earnings | | | $425 | | | $514 | | | $3.22 | | | $3.50 | Less: DAC, VOBA and other intangibles unlocking | | | (118) | | | (24) | | | (0.89) | | | (0.16) | Plus: Earnings adjustments related to Individual Life Transaction1 | | | 40 | | | 299 | | | 0.30 | | | 2.03 | Adjusted operating earnings, excluding unlocking, and adjusted for Individual Life Transaction1 | | | $583 | | | $837 | | | $4.42 | | | $5.69 | Average Common Equity Excluding AOCI and adjusted for Individual Life Transaction1 | | | $4,807 | | | $6,651 | | | | | | | Adjusted Operating Return on Equity (ROE) | | | 12.1% | | | 12.6% | | | | | | | 2020 and 2019 Average Adjusted Operating ROE and EPS | | | 12.3% | | | | | | $5.05 | | | |
Net Income (loss) available to Voya Financial, Inc.'s common shareholders | | | $589 | | | $474 | | | $5.42 | | | $4.30 | Less: | | | | | | | | | | | | | Net investment gains (losses) | | | (2) | | | (150) | | | (0.02) | | | (1.36) | Income (loss) related to businesses exited or to be exited through reinsurance or divestment | | | (44) | | | (109) | | | (0.40) | | | (0.99) | Other adjustments | | | (128) | | | (74) | | | (1.18) | | | (0.67) | Adjusted operating earnings | | | $763 | | | $807 | | | $7.02 | | | $7.32 | Quantitative Adjustments2 | | | 15 | | | (28) | | | 0.14 | | | (0.25) | Adjusted operating earnings, including quantitative adjustments | | | $778 | | | $779 | | | $7.16 | | | $7.07 | Average Common Equity excluding AOCI and including quantitative adjustments2 | | | $5,888 | | | $5,077 | | | | | | | Adjusted Operating Return on Equity (ROE) | | | 13.2% | | | 15.4% | | | | | | | 2023 and 2022 Average Adjusted Operating ROE and EPS | | | 14.3% | | | | | | $7.11 | | | |
1
(1)
| 2022 reflects recasted figures due to the adoption of Targeted Improvements to the Accounting for Long-Duration Contracts and updates to our definition of Adjusted Operating Earnings Before Income Taxes in Corporate. |
(2)
| Includes earningsadjustments made by the Compensation, Benefits, and equity adjustmentsTalent Management Committee, primarily related to Individual Life Transaction to align with Target assumptionsacquisition and divestment impacts that were not reflected in the original targets. |
A-4Voya 2024 Proxy Statement | | | A-4 |
TABLE OF CONTENTS Voya Financial, Inc. Reconciliation of Adjusted Operating Earnings Excluding Notable Items Adjusted operating earnings | | | $763 | | | $807 | | | $7.02 | | | $7.32 | Less: | | | | | | | | | | | | | Alternative investment income and prepayment fees above (below) long-term expectations net of variable compensation | | | (97) | | | (84) | | | (0.89) | | | (0.76) | Other2 | | | (13) | | | 67 | | | (0.12) | | | 0.60 | Adjusted operating earnings excluding notable items | | | $873 | | | $824 | | | $8.03 | | | $7.48 | Growth of 2023 Adjusted operating earnings per share excluding notable items compared to 2022 | | | | | | | | | 7% | | | |
(1)
| 2022 reflects recasted figures due to the adoption of Targeted Improvements to the Accounting for Long-Duration Contracts and updates to our definition of Adjusted Operating Earnings Before Income Taxes in Corporate. |
(2)
| In 2023, includes changes in certain legal and other reserves not expected to recur at the same level. In 2022, includes changes in certain other reserves not expected to recur at the same level, favorable tax adjustments primarily related to foreign tax credits, and COVID-19 Impacts. |
Voya 2024 Proxy Statement | | | A-5 |
TABLE OF CONTENTS Voya Financial, Inc. Reconciliation of Wealth Solutions Adjusted Operating Revenues to Net Revenues Excluding Notable Items Adjusted operating revenues | | | $2,776 | | | $2,778 | Plus: | | | | | | | Interest credited and other benefits to contract owners/policyholders | | | (895) | | | (886) | Net Revenue | | | 1,881 | | | 1,892 | Less: | | | | | | | Alternative investment income and prepayment fees above (below) long-term expectations | | | (110) | | | (76) | Net revenue excluding notable items | | | $1,991 | | | $1,967 | Growth of 2023 Net revenue excluding notable items compared to 2022 | | | 1.2% | | | |
Voya 2024 Proxy Statement | | | A-6 |
TABLE OF CONTENTS Voya Financial, Inc. Calculation and Reconciliation of Financial Leverage Ratio excluding AOCI Total Financial Debt — end of period | | | $2,098 | Total Voya Financial, Inc. Shareholders' Equity — end of period | | | $4,193 | Capitalization — end of period1 | | | $6,291 | Debt-to-Capital Ratio2 | | | 33.3% | Plus: | | | | Capital impact of adding noncontrolling interest | | | -7.6% | Impact of adding other financial obligations and treatment of preferred stock3 | | | 10.0% | Capital impact of excluding AOCI | | | -7.9% | Financial leverage ratio excluding AOCI | | | 27.8% |
(1)
| Includes Total Financial Debt and Total Voya Financial, Inc. Shareholders' Equity. |
(2)
| Total Financial Debt divided by Capitalization. |
(3)
| Includes operating leases, finance leases, and unfunded pension plan after-tax and the impact of eliminating equity treatment for preferred stock. |
Forward-Looking and Other Cautionary Statements This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The company does not assume any obligation to revise or update these statements to reflect new information, subsequent events or changes in strategy. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. Actual results, performance or events may differ materially from those projected in any forward- lookingforward-looking statement due to, among other things, (i) global market risks, including general economic conditions, particularly economic conditions in our core markets,ability to manage such risks and interest rates; (ii) performanceliquidity and credit risks, including financial strength or credit ratings downgrades, requirements to post collateral, and availability of financial markets,funds through dividends from our subsidiaries or lending programs; (iii) strategic and business risks, including our ability to maintain market share, achieve desired results from our acquisitions and dispositions, or otherwise manage our third-party relationships; (iv) investment risks, including the frequencyability to achieve desired returns or liquidate certain assets; (v) operational risks, including cybersecurity and severity of insured loss events, (iv) mortalityprivacy failures and morbidity levels, (v) persistencyour dependence on third parties; (vi) tax, regulatory and lapse levels, (vi) interest rates, (vii) currency exchange rates, (viii) general competitive factors, (ix)legal risks, including limits on our ability to use deferred tax assets, changes in lawslaw, regulation or accounting standards, and regulations, such as those relatingour ability to Federal taxation, state insurance regulations and NAIC regulations and guidelines, (x) changes in the policies of governments and/or regulatory authorities, and (xi) the effects of natural or man-made disasters, including pandemic events.comply with regulations. Factors that may cause actual results to differ from those in any forward-looking statement also include those described under “Risk Factors” and “Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) –- Trends and Uncertainties” in our Annual Report on Form 10-K for the year ended December 31, 2020, which the Company2023, filed with the Securities and Exchange Commission on March 1, 2021.February 23, 2024. A-5Voya 2024 Proxy Statement | | | A-7 |
TABLE OF CONTENTS  VOYA FINANCIAL, INC.
2024 OMNIBUS INCENTIVE PLAN TABLE OF CONTENTS 
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Voya 2024 Proxy Statement | | | |
TABLE OF CONTENTS 
2024 OMNIBUS INCENTIVE PLAN
GENERAL The Voya Financial, Inc. 2024 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is designed to help the Company (as hereinafter defined): (1) attract, retain and motivate officers and key employees (including prospective employees), Consultants, Non-Employee Directors and others who may perform services for the Company; (2) align the interests of such persons with the stockholders of Voya Financial; and (3) promote ownership of Voya Financial’s equity. This Plan governs Awards granted on or after the Effective Date (as hereinafter defined). This Plan will not affect the terms or conditions of any equity award grants under any other plans before the Effective Date. This Plan is a successor to the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan, the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan and the Voya Financial, Inc. Amended and Restated 2013 Omnibus Non-Employee Director Incentive Plan (the “Prior Plans”) and, provided that this Plan is approved by the Company’s shareholders, no further grants shall be made pursuant to the Prior Plans after the Effective Date. 1.2 Definitions of Certain Terms For purposes of this Plan, the following terms have the meanings set forth below: 1.2.0 “Affiliate” means any person or entity that controls, is controlled by or is under common control with the Company. 1.2.1 “Award” means an award made pursuant to the Plan. 1.2.2 “Award Agreement” means the written document by which each Award is evidenced, and which the Committee will require a Grantee to execute or acknowledge as a condition to receiving an Award or the benefits under an Award, and which sets forth the terms and provisions applicable to Awards granted under the Plan to such Grantee. Any reference herein to an agreement in writing will be deemed to include an electronic writing to the extent permitted by applicable law. 1.2.3 “Board” means the Board of Directors of Voya Financial. 1.2.4 “Business Combination” has the meaning set forth in Section 1.2.7(d). 1.2.5 “Certificate” means a stock certificate (or other appropriate document or evidence of ownership) representing shares of Common Stock. 1.2.6 “Cause” means (x) with respect to a Grantee employed pursuant to a written employment agreement which agreement includes a definition of “Cause”, “Cause” as defined in that agreement or (y) with respect to any other Grantee, the occurrence of any of the following: (a) such Grantee’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof or under the laws of any other jurisdiction; (b) such Grantee’s commission of, or participation in, a fraud against Voya Financial or any Subsidiary or any client of Voya Financial or of any Subsidiary or an act of dishonesty against Voya Financial or any Subsidiary or any client of Voya Financial or any Subsidiary that is materially injurious to the Company or its Affiliates; (c) such Grantee’s material violation of any material contract or agreement between the Grantee and Voya Financial or any Subsidiary; Voya 2024 Proxy Statement | | | B-1 |
TABLE OF CONTENTS (d) any act or omission by Grantee involving malfeasance or gross negligence in the performance of Grantee’s duties and responsibilities to the material detriment of Voya Financial or any Subsidiary; or (e) such Grantee’s material violation of the applicable rules or regulations of any governmental or self-regulatory authority that causes material harm to Voya Financial or any Subsidiary, such Grantee’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity required by his or her job description or such Grantee’s loss of any governmental or self-regulatory license that is reasonably necessary for such Grantee to perform his or her duties or responsibilities, in each case as an employee or a Consultant, as applicable, of Voya Financial or any Subsidiary. The determination as to whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of Employment was for Cause). 1.2.7 “Change in Control” means the occurrence of any of the following events: (a) individuals who, on the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of Voya Financial in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of Voya Financial as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; (b) any person (as defined in Section 3(a)(9) of the Exchange Act and used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), becomes a beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Voya Financial representing 30% or more of the combined voting power of Voya Financial’s then-outstanding securities eligible to vote for the election of the Board (the “Voya Financial Voting Securities”); provided, however, that the event described in this paragraph (b) shall not be deemed to be a Change in Control by virtue of the ownership of, or an acquisition of, Voya Financial Voting Securities: (1) by Voya Financial or any Subsidiary, (2) by any employee benefit plan (or related trust) sponsored or maintained by Voya Financial or any Subsidiary, (3) by any underwriter temporarily holding securities pursuant to an offering of such securities or (4) pursuant to a Non-Qualifying Transaction (as defined in Section 1.2.7(d)); (c) the consummation of a sale of all or substantially all of Voya Financial’s assets; (d) the consummation of any merger, consolidation or statutory share exchange or similar form of corporate transaction involving Voya Financial that requires the approval of the stockholders of Voya Financial, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”) unless immediately following such Business Combination: (1) more than 50% of the total voting power of (A) the entity resulting from such Business Combination (the “Surviving Entity”), or (B) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting power, is represented by Voya Financial Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Voya Financial Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Voya Financial Voting Securities among the holders thereof immediately prior to the Business Combination), (2) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity or the parent) is or becomes the beneficial owner, directly or indirectly, of 30% or more of the total voting power of the outstanding voting securities eligible to elect directors of the parent (or, if there is no parent, the Surviving Entity) and (3) at least a majority of the members of the board of directors of the parent (or, if there is no parent, the Surviving Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (1), (2) and (3) described in this clause (d) shall be deemed a “Non-Qualifying Transaction”); or Voya 2024 Proxy Statement | | | B-2 |
TABLE OF CONTENTS (e) the approval by the stockholders of Voya Financial of any dissolution or liquidation of Voya Financial. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 30% of the Voya Financial Voting Securities as a result of the acquisition of Voya Financial Voting Securities by Voya Financial which reduces the number of Voya Financial Voting Securities outstanding; provided that if after such acquisition by Voya Financial such person becomes the beneficial owner of additional Voya Financial Voting Securities that increases the percentage of outstanding Voya Financial Voting Securities beneficially owned by such person, a Change in Control shall then occur. 1.2.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto, and the applicable rulings and regulations thereunder. 1.2.9 “Committee” has the meaning set forth in Section 1.3.1. 1.2.10 “Common Stock” means the common stock of Voya Financial, par value $0.01 per share, and any other securities or property issued in exchange therefor or in lieu thereof pursuant to Section 1.6. 1.2.11 “Company” means Voya Financial, Inc. and any Subsidiary. 1.2.12 “Consent” has the meaning set forth in Section 3.3.2. 1.2.13 “Consultant” means any individual who provides bona fide consulting or advisory services to Voya Financial or any Subsidiary pursuant to a written agreement. 1.2.14 “Covered Person” has the meaning set forth in Section 1.3.4. 1.2.15 “Director” means a member of the Board or a member of the board of directors of a consolidated subsidiary of Voya Financial. 1.2.16 “Effective Date” has the meaning set forth in Section 3.22. 1.2.17 “Employee” means a regular, active employee and a prospective employee of Voya Financial or any Subsidiary, as determined by the Committee, in its sole discretion. 1.2.18 “Employment” means a Grantee’s performance of services for Voya or any Subsidiary, as determined by the Committee. The terms “employ” and “employed” will have their correlative meanings. The Committee in its sole discretion may determine (a) whether and when a Grantee’s leave of absence results in a termination of Employment, (b) whether and when a change in a Grantee’s association with Voya Financial or any Subsidiary results in a termination of Employment and (c) the impact, if any, of any such leave of absence or change in association on outstanding Awards. Unless expressly provided otherwise, any references in the Plan or any Award Agreement to a Grantee’s Employment being terminated will include both voluntary and involuntary terminations. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code (“Section 409A”) (and not exempt therefrom), a termination of Employment occurs when a Grantee experiences a “separation from service” (as such term is defined under Section 409A). 1.2.19 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder. 1.2.20 “Fair Market Value” means, with respect to a share of Common Stock, the closing price reported for the Common Stock on the applicable date as reported on the New York Stock Exchange or, if not so reported, as determined in accordance with a valuation methodology approved by the Committee, unless determined as otherwise specified herein. For purposes of the grant of any Award, the applicable date will be the trading day on which the Award is granted or, if the date the Award is granted is not a trading day, the trading day immediately prior to the date the Award is granted. For purposes of the exercise of any Award, the applicable date is the date a notice of exercise is received by the Company or, if such date is not a trading day, the trading day immediately following the date a notice of exercise is received by the Company. Voya 2024 Proxy Statement | | | B-3 |
TABLE OF CONTENTS 1.2.21 “Family Member” means, as to a Grantee, any (i) child, stepchild, grandchild, parent, stepparent, grandparent, spouse, mother-in-law, father-in-law, son-in-law or daughter-in-law (including adoptive relationships), or domestic partner of such Grantee, (ii) trusts for the exclusive benefit of one or more such persons and/or the Grantee and (iii) other entity owned solely by one or more such persons and/or the Grantee. 1.2.22 “Good Reason” means, in the absence of written consent of a Grantee: (a) any material and adverse change in the Grantee’s position or authority with Voya Financial or any Subsidiary as in effect immediately before a Change in Control, other than an isolated and insubstantial action not taken in bad faith and which is remedied by Voya Financial or any Subsidiary within 60 days after receipt of notice thereof given by the Grantee; (b) the transfer of the Grantee’s primary work site to a new primary work site that is more than 50 miles from the Grantee’s primary work site in effect immediately before a Change in Control; or (c) a diminution of the Grantee’s base salary in effect immediately before a Change in Control by more than 10%, unless such diminution applies to all similarly situated employees. Notwithstanding the foregoing, placing the Grantee on a paid leave for up to 90 days, pending the determination of whether there is a basis to terminate the Grantee for Cause, shall not constitute a Good Reason event. If the Grantee does not deliver to Voya Financial or the Subsidiary of whom he is an Employee, as applicable, a written notice of termination within 60 days after the Grantee has knowledge that an event constituting Good Reason has occurred, the event will no longer constitute Good Reason. In addition, the Grantee must give Voya Financial or the Subsidiary, as applicable, notice and 30 days to cure the event constituting Good Reason. 1.2.23 “Grantee” means an Employee, Non-Employee Director or Consultant who receives an Award. 1.2.24 “Incentive Stock Option” means a stock option to purchase shares of Common Stock that is intended to be an “incentive stock option” within the meaning of Sections 421 and 422 of the Code, as now constituted or subsequently amended, or pursuant to a successor provision of the Code, and which is designated as an Incentive Stock Option in the applicable Award Agreement. 1.2.25 “Incumbent Directors” has the meaning set forth in Section 1.2.7(a). 1.2.26 “Non-Employee Director” means a regular, active Director or prospective Director, in either case who is not an employee of the Company or its Affiliates. 1.2.27 “Non-Qualifying Transaction” has the meaning set forth in Section 1.2.7(d). 1.2.28 “Performance Goals” means the goals determined by the Committee, in its discretion, to be applicable to a Grantee with respect to an Award. Performance goals for any Award may relate to any criteria determined by the Committee, in its discretion. 1.2.29 “Plan” has the meaning set forth in Section 1.1. 1.2.30 “Plan Action” has the meaning set forth in Section 3.3.1. 1.2.31 “Section 409A” has the meaning set forth in Section 1.2.18. 1.2.32 “Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder. 1.2.33 “Subsidiary” means any corporation or other entity in which Voya Financial has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then-outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or managing partners. 1.2.34 “Surviving Entity” has the meaning set forth in Section 1.2.7(d). 1.2.35 “Ten Percent Stockholder” means a person owning stock possessing more than 10% of the total combined voting power of all classes of stock of Voya Financial and of any Subsidiary or parent corporation of Voya Financial. Voya 2024 Proxy Statement | | | B-4 |
TABLE OF CONTENTS 1.2.36 “Voya Financial” means Voya Financial, Inc., a Delaware corporation. 1.2.37 “Voya Financial Voting Securities” has the meaning set forth in Section 1.2.7(b). 1.3.1 The Compensation and Benefits Committee of the Board (as constituted from time to time, and including any successor committee, the “Committee”) will administer the Plan. In particular, the Committee will have the authority in its sole discretion to: (a) exercise all of the powers granted to it under the Plan; (b) construe, interpret and implement the Plan and all Award Agreements; (c) prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing the Committee’s own operations; (d) make all determinations necessary or advisable in administering the Plan; (e) correct any defect, supply any omission and reconcile any inconsistency in the Plan; (f) amend the Plan to reflect changes in applicable law; (g) grant Awards and determine who will receive Awards, when such Awards will be granted and the terms of such Awards, including setting forth provisions with regard to the effect of a termination of Employment on such Awards; (h) amend any outstanding Award Agreement in any respect, including, without limitation, to (1) accelerate the time or times at which the Award becomes vested, unrestricted or may be exercised (and, in connection with such acceleration, the Committee may provide that any shares of Common Stock acquired pursuant to such Award will be restricted shares, which are subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Grantee’s underlying Award), (2) accelerate the time or times at which shares of Common Stock are delivered under the Award (and, without limitation on the Committee���s rights, in connection with such acceleration, the Committee may provide that any shares of Common Stock delivered pursuant to such Award will be restricted shares, which are subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Grantee’s underlying Award), (3) waive or amend any goals, restrictions or conditions set forth in such Award Agreement, or impose new goals, restrictions and conditions or (4) reflect a change in the Grantee’s circumstances (e.g., a termination of a Grantee’s service as a Non-Employee Director, a change to part-time employment status or a change in position, duties or responsibilities); and (i) determine at any time whether, to what extent and under what circumstances and method or methods, subject to Section 2.3.6, 2.4.5 and 3.13, (1) Awards may be (A) settled in cash, shares of Common Stock, other securities, other Awards or other property (in which event, the Committee may specify what other effects such settlement will have on the Grantee’s Award, including the effect on any repayment provisions under the Plan or Award Agreement), (B) exercised or (C) canceled, forfeited or suspended, (2) shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award may be deferred either automatically or at the election of the Grantee thereof or of the Committee, (3) to the extent permitted under applicable law, loans (whether or not secured by Common Stock) may be extended by the Company with respect to any Awards, (4) Awards may be settled by Voya Financial, any Subsidiary or any of its affiliates or any of its or their designees and (5) the exercise price or hurdle price (as applicable) for any stock option (other than an Incentive Stock Option, unless the Committee determines that such a stock option will no longer constitute an Incentive Stock Option) or stock appreciation rights (“SARs”) may be reset. 1.3.2 Actions of the Committee may be taken by the vote of a majority of its members present at a meeting (which may be held telephonically or through other permissible virtual or electronic means). Any action may be taken by a written instrument signed by a majority of the Committee members, and action so taken will be fully as effective as if it had been taken by a vote at a meeting. The determination of the Committee on all matters relating to the Plan or any Award Agreement will be final, binding and conclusive. Voya 2024 Proxy Statement | | | B-5 |
TABLE OF CONTENTS The Committee may allocate among its members and delegate to any person who is not a member of the Committee or to any administrative group within the Company, any of its powers, responsibilities or duties, subject to applicable law. In delegating its authority, the Committee will consider the extent to which any delegation may cause Awards to fail to meet the requirements of Rule 16(b)-3(d)(1) or Rule 16(b)-3(e) under the Exchange Act. Except as specifically provided to the contrary, references to the Committee include any administrative group, individual or individuals to whom the Committee has delegated its duties and powers. 1.3.3 Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board will have all of the authority and responsibility granted to the Committee herein. 1.3.4 No Employee or Non-Employee Director (each such person, a “Covered Person”) will have any liability to any person (including any Grantee) for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award, except as expressly provided by statute. Subject to Section 3.14, each Covered Person will be indemnified and held harmless by Voya Financial against and from (a) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement, in each case, in good faith and (b) any and all amounts paid by such Covered Person, with Voya Financial’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that Voya Financial will have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once Voya Financial gives notice of its intent to assume the defense, Voya Financial will have sole control over such defense with counsel of Voya Financial’s choice. The foregoing right of indemnification will not be available to a Covered Person to the extent that a court of competent jurisdiction or arbitration venue in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful misconduct. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under Voya Financial’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that Voya Financial may have to indemnify such persons or hold them harmless. 1.4 Persons Eligible for Awards Awards under the Plan may be made to Employees, Non-Employee Directors and Consultants. 1.5 Types of Awards under Plan Awards may be made under the Plan in the form of any of the following: (A) in each case in respect of Common Stock, (a) performance shares, (b) restricted shares, (c) restricted stock units, (d) dividend equivalent rights, (e) stock options, (f) SARs and (g) other stock-based or stock-related Awards (including performance-based awards and as further described in Section 2.9.1) and (B) cash-based awards (as further described in Section 2.9.2), in each case that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company. 1.6 Shares of Common Stock Available for Awards 1.6.1 Subject to adjustment as provided in this Section 1.6, 8,000,000 shares of the common stock of the Company (the “Common Stock”) shall initially be available for all Awards under the Plan, less one (1) share for every one (1) share granted under any Prior Plan after December 31, 2023 (the “Plan Reserve”). Subject to adjustment as provided in this Section 1.6, the maximum number of shares of Common Stock in the aggregate that may be issued under the Plan in connection with Incentive Stock Options shall not exceed the Plan Reserve. After the Effective Date, no awards may be granted under any Prior Plan; however, any awards under a Prior Plan that are outstanding as of the Effective Date shall remain subject to the terms and conditions of, and continue to be governed by, such Prior Plan. 1.6.2 Permitted Addbacks to Share Reserve. If (i) any shares of Common Stock subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part), or (ii) after December 31, 2023 any shares of Common Stock subject to an award under any Prior Plan are forfeited, an award under any Prior Plan expires or is settled for cash (in whole or in part), then in each such case the shares of Common Stock subject to Voya 2024 Proxy Statement | | | B-6 |
TABLE OF CONTENTS such Award or award under any Prior Plan shall, to the extent of such forfeiture, expiration or cash settlement, be added to the shares available for Awards under the Plan. In the event that withholding tax liabilities arising from an Award other than a stock option or SAR or, after December 31, 2023, an award other than an option or SAR under any Prior Plan are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of shares of Common Stock by the Company, the shares so tendered or withheld shall be added to the shares of Common Stock available for Awards under the Plan; provided, however, that shares that again become available for issuance under the Plan pursuant to the preceding clause (ii) shall not increase the numbers of shares of Common Stock that may be granted under the Plan in connection with Incentive Stock Options. 1.6.3 No Recycling of Options or SARs. Notwithstanding anything to the contrary contained herein, the following shares of Common Stock shall not be added to the shares of Common Stock authorized for grant under Section 1.6.1: (i) shares of Common Stock tendered by the Participant or withheld by the Company in payment of the purchase price of a stock option or, after December 31, 2023, a stock option under any Prior Plan, (ii) shares of Common Stock tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to stock options or SARs or, after December 31, 2023, stock options or SARs under any Prior Plan, (iii) shares of Common Stock subject to a SAR or, after December 31, 2023, a SAR under any Prior Plan, that are not issued in connection with its net stock settlement on exercise thereof, and (iv) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of stock options or, after December 31, 2023, options under any Prior Plan. 1.6.4 Source of Common Stock Subject to the Plan. Effective as of the Effective Date, the shares of Common Stock available for issuance pursuant to Awards under the Plan may, in the discretion of the Committee, be either authorized but unissued shares or shares previously issued and reacquired by Voya Financial. Shares of Common Stock issued in connection with awards that are assumed, converted or substituted as a result of the acquisition by Voya Financial or a Subsidiary of another company (including by way of merger, combination or similar transaction) (such awards, “Substitute Awards”) will not count against the number of shares that may be issued under the Plan. 1.6.5 Adjustments. The Committee will adjust the number of shares of Common Stock authorized pursuant to Section 1.6.1, adjust the individual Grantee limitations set forth in Section 2.10, adjust the number of shares of Common Stock set forth in Section 2.3.2 that can be issued through Incentive Stock Options and adjust the terms of any outstanding Awards (including, without limitation, the number of shares of Common Stock covered by each outstanding Award, the type of property to which the Award relates and the exercise price or hurdle price of any Award), in such manner as it deems appropriate (including, without limitation, by payment of cash) to prevent the enlargement or dilution of rights, or otherwise as it deems appropriate, for any increase or decrease in the number of issued shares of Common Stock (or issuance of shares of stock other than shares of Common Stock) resulting from a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split-up, combination, reclassification or exchange of shares of Common Stock, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares of Voya Financial, including any extraordinary dividend or extraordinary distribution; provided that no such adjustment shall be made if or to the extent that it would cause an outstanding Award to cease to be exempt from, or to fail to comply with, Section 409A. After any adjustment made pursuant to this Section 1.6.5, the number of shares of Common Stock subject to each outstanding Award will be rounded down to the nearest whole number.
AWARDS UNDER THE PLAN 2.1 Agreements Evidencing Awards Each Award granted under the Plan will be evidenced by an Award Agreement that will contain such provisions and conditions as the Committee deems appropriate. Unless otherwise provided herein, the Committee may grant Awards in tandem with or, subject to Section 3.13, in substitution for or satisfaction of any other Award or Awards granted under the Plan or any award granted under any other plan of Voya Financial or any of its Affiliates. By accepting an Award pursuant to the Plan, a Grantee thereby agrees that the Award will be subject to all of the terms and provisions of the Plan and the applicable Award Agreement. Voya 2024 Proxy Statement | | | B-7 |
TABLE OF CONTENTS 2.2 No Rights as a Stockholder No Grantee (or other person having rights pursuant to an Award) will have any of the rights of a stockholder of Voya Financial with respect to shares of Common Stock subject to an Award until the delivery of such shares. Except as otherwise provided in Section 1.6.5, no adjustments will be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, Common Stock, other securities or other property) for which the record date is before the date the Certificates for the shares are delivered, or in the event the Committee elects to use another system, such as book entries by the transfer agent, before the date in which such system evidences the Grantee’s ownership of such Shares. 2.3.1 Grant. Subject to Section 2.10, stock options may be granted in such number and at such times during the term of the Plan as the Committee may determine. 2.3.2 Incentive Stock Options. At the time of grant, the Committee will determine (a) whether all or any part of a stock option granted to an eligible Employee will be an Incentive Stock Option and (b) the number of shares subject to such Incentive Stock Option; provided, however, that (1) the aggregate Fair Market Value (determined as of the time the option is granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an eligible Employee during any calendar year (under all such plans of Voya Financial or any Affiliate) will not exceed $100,000 and (2) no Incentive Stock Option (other than an Incentive Stock Option that may be assumed or issued by Voya Financial in connection with a transaction to which Section 424(a) of the Code applies) may be granted to a person who is not eligible to receive an Incentive Stock Option under the Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code).The form of any stock option which is entirely or in part an Incentive Stock Option will clearly indicate that such stock option is an Incentive Stock Option or, if applicable, the number of shares subject to the Incentive Stock Option. No more than 8,000,000 shares of Common Stock (as adjusted pursuant to the provisions of Section 1.6.5) that can be delivered under the Plan shall be issued through Incentive Stock Options. 2.3.3 Exercise Price. The exercise price per share with respect to each stock option will be determined by the Committee but will not be less than the Fair Market Value of the Common Stock (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110% of the Fair Market Value). Notwithstanding the foregoing, in the case of a stock option that is a Substitute Award, the exercise price per share may be less than 100% of the Fair Market Value of the Common Stock on the date of grant provided that the grant of such Substitute Award stock option is in compliance with the applicable requirements of Section 409A. 2.3.4 Term of Stock Option. In no event will any stock option be exercisable after the expiration of ten years (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, five years) from the date on which the stock option is granted. In the case of Incentive Stock Options, no Incentive Stock Option may be granted more than ten years following the earlier of (i) the date of adoption or (ii) the most recent date of approval of the Plan by shareholders of the Company. 2.3.5 Vesting and Exercise of Stock Option and Payment for Shares. A stock option may vest and be exercised at such time or times and subject to such terms and conditions as will be determined by the Committee at the time the stock option is granted and set forth in the Award Agreement. Subject to any limitations in the applicable Award Agreement, any shares not acquired pursuant to the exercise of a stock option on the applicable vesting date may be acquired thereafter at any time before the final expiration of the stock option. To exercise a stock option, the Grantee must give written notice to Voya Financial specifying the number of shares to be acquired and accompanied by payment of the full purchase price therefor in cash or by certified or official bank check or in another form as determined by the Company, including: (a) personal check, (b) shares of Common Stock, based on the Fair Market Value as of the exercise date, of the same class as those to be granted by exercise of the stock option, (c) any other form of consideration approved by the Company and permitted by applicable law and (d) any combination of the foregoing. The Committee may also make arrangements for the cashless exercise of a stock option. Any person exercising a stock option will make such representations and agreements and furnish such information as the Committee may in its discretion deem necessary or desirable to assure compliance by Voya Financial, on terms acceptable to Voya Financial, with the provisions of the Securities Act, the Exchange Act and any other applicable legal requirements. If a Grantee so requests, shares acquired Voya 2024 Proxy Statement | | | B-8 |
TABLE OF CONTENTS pursuant to the exercise of a stock option may be issued in the name of the Grantee and another jointly with the right of survivorship. To the extent a stock option is not previously exercised as to all of the shares subject thereto, and, if the Fair Market Value of one share is greater than the exercise price then in effect, then the stock option shall be deemed automatically exercised immediately before its expiration. 2.3.6 Repricing. Except in connection with a Change in Control or as otherwise permitted by Section 1.6.5, the Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted stock option or similar Award by: (i) amending or modifying the terms of the stock option or similar Award to lower the exercise price; (ii) cancelling the stock option or similar Award and granting either (A) replacement stock options or similar Awards having a lower exercise price or (B) other Awards in exchange; or (iii) cancelling or repurchasing underwater stock options or similar Awards for cash or other securities. A stock option or similar Award will be deemed to be “underwater” at any time when the Fair Market Value of the shares covered by such Award is less than the exercise price of the Award. 2.4 Stock Appreciation Rights 2.4.1 Grant. Subject to Section 2.10, SARs may be granted in such number and at such times during the term of the Plan as the Committee may determine. SARs may be granted under the Plan to Grantees either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, related to a specific stock option granted under Section 2.3. 2.4.2 Exercise Price/Hurdle Price. The exercise price or hurdle price per share with respect to each SAR will be determined by the Committee but will not be less than the Fair Market Value of the Common Stock. Notwithstanding the foregoing, in the case of a SAR that is a Substitute Award, the exercise price or hurdle price per share may be less than 100% of the Fair Market Value of the Common Stock on the date of grant provided that the grant of such Substitute Award SAR is in compliance with the applicable requirements of Section 409A. 2.4.3 Term of SAR. In no event will any SAR be exercisable after the expiration of ten years from the date on which the SAR is granted. 2.4.4 Vesting and Exercise of SARs and Payment for Shares. A SAR may vest and be exercised at such time or times and subject to such terms and conditions as will be determined by the Committee at the time the SAR is granted and set forth in the Award Agreement. Subject to any limitations in the applicable Award Agreement and this Plan, any payment not acquired pursuant to the exercise of a SAR on the applicable vesting date may be acquired thereafter at any time before the final expiration of the SAR. To exercise a SAR, the Grantee must give written notice to Voya Financial specifying the number of shares underlying the SAR the Grantee wishes to exercise. Any person exercising a SAR will make such representations and agreements and furnish such information as the Committee may in its discretion deem necessary or desirable to assure compliance by Voya Financial, on terms acceptable to Voya Financial, with the provisions of the Securities Act, the Exchange Act and any other applicable legal requirements. To the extent a SAR is not previously exercised as to all of the shares subject thereto, and, if the Fair Market Value of one share is greater than the exercise price or hurdle price then in effect, then the SAR shall be deemed automatically exercised immediately before its expiration. 2.4.5 Repricing. Except in connection with a Change in Control or as otherwise permitted by Section 1.6.5, the Committee may not, without shareholder approval, seek to effect any re-pricing of any previously granted SAR or similar Award by: (i) amending or modifying the terms of the SAR or similar Award to lower the exercise price or hurdle price; (ii) cancelling the SAR or similar Award and granting either (A) replacement SARs or similar Awards having a lower exercise price or hurdle price or (B) other Awards in exchange; or (iii) cancelling or repurchasing the underwater SAR or similar Awards for cash or other securities. A SAR or similar Award will be deemed to be “underwater” at any time when the Fair Market Value of the shares covered by such Award is less than the exercise price or hurdle price of the Award. 2.5.1 Grants. Subject to Section 2.10, the Committee may grant or offer for sale restricted shares in such amounts and subject to such terms and conditions as the Committee may determine. The terms and conditions set forth by the Committee in the applicable Award Agreement may relate to vesting and nontransferability restrictions that will lapse upon the achievement of one or more goals related to the completion of service by the Grantee or the achievement of Performance Goals, as determined by the Committee at the time of grant. Upon Voya 2024 Proxy Statement | | | B-9 |
TABLE OF CONTENTS the delivery of such shares, the Grantee will have the rights of a stockholder with respect to the restricted shares, subject to any other restrictions and conditions as the Committee may include in the applicable Award Agreement. In the event that a Certificate is issued in respect of restricted shares, such Certificate may be registered in the name of the Grantee or its designated agent until the time the restrictions lapse. 2.5.2 Right to Vote and Receive Dividends on Restricted Shares. Each Grantee of an Award of restricted shares will, during the period of restriction, be the beneficial and record owner of such restricted shares and will have full voting rights with respect thereto. Unless the Committee determines otherwise in an Award Agreement and subject to Section 2.8, during the period of restriction, all dividends (whether ordinary or extraordinary and whether paid in cash, additional shares or other property) or other distributions paid upon any restricted share will be retained by the Company for the account of the relevant Grantee. Such dividends or other distributions will revert back to the Company if for any reason the restricted share upon which such dividends or other distributions were paid reverts back to the Company. Upon the expiration of the period of restriction, all such dividends or other distributions made on such restricted share and retained by the Company will be paid, without interest, to the relevant Grantee. 2.6 Restricted Stock Units Subject to Section 2.10, the Committee may grant Awards of restricted stock units in such amounts and subject to such terms and conditions as the Committee may determine. A Grantee of a restricted stock unit will have only the rights of a general unsecured creditor of Voya Financial until delivery of shares of Common Stock, cash or other securities or property is made as specified in the applicable Award Agreement. The terms and conditions set forth by the Committee in the applicable Award Agreement may relate to vesting and nontransferability restrictions that will lapse upon the achievement of one or more goals related to the completion of service by the Grantee or the achievement of Performance Goals, as determined by the Committee at the time of grant. On the delivery date specified in the Award Agreement, the Grantee of each restricted stock unit not previously forfeited or terminated will receive one share of Common Stock, cash or other securities or property equal in value to a share of Common Stock or a combination thereof, as specified by the Committee. 2.7 Dividend Equivalent Rights Subject to Section 2.8 and 2.10, the Committee may include in the Award Agreement with respect to any Award (except stock options and SARs) a dividend equivalent right entitling the Grantee to receive amounts equal to all or any portion of the regular cash dividends that would be paid on the shares of Common Stock covered by such Award if such shares had been delivered pursuant to such Award. The Grantee of a dividend equivalent right will have only the rights of a general unsecured creditor of Voya Financial until payment of such amounts is made as specified in the applicable Award Agreement. In the event such a provision is included in an Award Agreement, the Committee will determine whether such payments will be made in cash, in shares of Common Stock or in another form, whether they will be conditioned upon the exercise of the Award to which they relate (subject to compliance with Section 409A), the time or times at which they will be made, and such other terms and conditions as the Committee will deem appropriate. 2.8 Treatment of Dividends and Dividend Equivalents on Unvested Awards Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an equity Award is unvested and outstanding, such dividends (or dividend equivalents) shall either (i) not be paid or credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and shall only be paid at the time or times such vesting requirement(s) are satisfied. In no event shall dividends or dividend equivalents be paid with respect to stock options or SARs. 2.9 Other Stock-Based and Cash-Based Awards 2.9.1 Other Stock-Based Awards. Subject to Section 2.10, the Committee may grant other types of stock-based or stock-related Awards (including the grant or offer for sale of unrestricted shares of Common Stock and the grant of performance-based awards) in such amounts and subject to such terms and conditions as the Committee may determine. The terms and conditions set forth by the Committee in the applicable Award Agreement may relate to vesting and nontransferability restrictions that will lapse upon the achievement of one or more goals related to the completion of service by the Grantee or the achievement of Performance Goals, as Voya 2024 Proxy Statement | | | B-10 |
TABLE OF CONTENTS determined by the Committee at the time of grant. Such Awards may entail the transfer of actual shares of Common Stock to Award recipients and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States. 2.9.2 Cash-Based Awards. Subject to Section 2.10, the Committee may grant cash-based Awards unrelated to Common Stock in such amounts and subject to such terms and conditions as the Committee may determine. The terms and conditions set forth by the Committee in the applicable Award Agreement may relate to vesting and payout based upon achievement of one or more goals related to completion of service by the Grantee, achievement of Performance Goals or other performance criteria unrelated to Common Stock, as determined by the Committee at the time of grant. Such Awards will be payable solely in cash and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States. 2.10 Non-Employee Director Limitation on Awards The maximum number of shares of Common Stock subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid during the fiscal year to the Non-Employee Director, in respect of such Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $750,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes). The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation. 2.11 Repayment if Conditions Not Met If the Committee determines that all terms and conditions of the Plan and a Grantee’s Award Agreement were not satisfied, then the Grantee will be obligated to pay the Company immediately upon demand therefor, (a) with respect to a stock option or SAR, an amount equal to the excess of the Fair Market Value (determined at the time of exercise) of the shares of Common Stock that were delivered in respect of such exercised stock option or SAR, over the exercise price or hurdle price paid therefor, (b) with respect to restricted shares, an amount equal to the Fair Market Value (determined at the time such shares became vested) of such restricted shares, (c) with respect to restricted stock units, an amount equal to the Fair Market Value (determined at the time of delivery) of the shares of Common Stock delivered with respect to the applicable delivery date and (d) with respect to any cash-based Award, the full amount in cash paid to the Grantee, in each case with respect to clauses (a), (b), (c) and (d) of this Section 2.11, without reduction for any amount applied to satisfy withholding tax or other obligations in respect of such Award.
MISCELLANEOUS 3.1 Amendment of the Plan 3.1.1 Unless otherwise provided in the Plan or in an Award Agreement, the Board may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever but, subject to Section 1.6.5 and 3.6 or as otherwise specifically provided herein, no such amendment shall materially adversely impair the rights of the Grantee of any Award without the Grantee’s consent. 3.1.2 Unless otherwise determined by the Board, stockholder approval of any suspension, discontinuance, revision or amendment will be obtained only to the extent necessary to comply with any applicable laws, regulations or rules of a securities exchange or self- regulatory agency; provided, however, if and to the extent the Board determines it is appropriate for the Plan to comply with the provisions of Section 422 of the Code, no amendment that would require stockholder approval under Section 422 of the Code will be effective without the approval of the stockholders of Voya Financial. Grantees shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that they incur in connection with the receipt, vesting or exercise of any Award. As a condition to the delivery of any shares of Common Stock, cash or other securities or property pursuant to any Award or the lifting or lapse of restrictions on any Award, or in connection with any other Voya 2024 Proxy Statement | | | B-11 |
TABLE OF CONTENTS event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company relating to an Award (including, without limitation, the Federal Insurance Contributions Act (FICA) tax), (a) the Company may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to a Grantee whether or not pursuant to the Plan (including shares of Common Stock otherwise deliverable), (b) the Committee will be entitled to require that the Grantee remit cash to the Company (through payroll deduction or otherwise) or (c) the Company may enter into any other suitable arrangements to withhold, in each case in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. 3.3 Required Consents and Legends 3.3.1 If the Committee at any time determines that any Consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any Award, the delivery of shares of Common Stock or the delivery of any cash, securities or other property under the Plan, or the taking of any other action thereunder (each such action, a “Plan Action”), then such Plan Action will not be taken, in whole or in part, unless and until such Consent will have been effected or obtained to the full satisfaction of the Committee. The Committee may direct that any Certificate evidencing shares delivered pursuant to the Plan will bear a legend setting forth such restrictions on transferability as the Committee may determine to be necessary or desirable, and may advise the transfer agent to place a stop transfer order against any legended shares. 3.3.2 The term “Consent” as used in this Article III with respect to any Plan Action includes (a) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state, or local law, or law, rule or regulation of a jurisdiction outside the United States, (b) any and all written agreements and representations by the Grantee with respect to the disposition of shares, or with respect to any other matter, which the Committee may deem necessary or desirable in order to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made, (c) any and all other consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory body or any stock exchange or self-regulatory agency, (d) any and all consents by the Grantee to (1) the Company’s supplying to any third party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan, (2) the Company’s deducting amounts from the Grantee’s wages, or another arrangement satisfactory to the Committee, to reimburse the Company for advances made on the Grantee’s behalf to satisfy certain withholding and other tax obligations in connection with an Award and (3) the Company’s imposing sales and transfer procedures and restrictions and hedging restrictions on shares of Common Stock delivered under the Plan and (e) any and all consents or authorizations required to comply with, or required to be obtained under, applicable local law or otherwise required by the Committee. Nothing herein will require the Company to list, register or qualify the shares of Common Stock on any securities exchange. In the event of a Grantee’s termination of Employment, the Company will have the right to offset against its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) that the Grantee then owes to the Company and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if an Award provides for the deferral of compensation within the meaning of Section 409A, the Committee will have no right to offset against its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreement if such offset could subject the Grantee to the additional tax imposed under Section 409A in respect of an outstanding Award. 3.5 Nonassignability; No Hedging No Award (or any rights and obligations thereunder) granted to any person under the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution, and all such Awards (and any rights thereunder) will be exercisable during the life of the Grantee only by the Grantee or the Grantee’s legal representative. Notwithstanding the foregoing, the Committee may permit transfers of Awards to a Family Member Voya 2024 Proxy Statement | | | B-12 |
TABLE OF CONTENTS (including transfers effected by a domestic relations order (in which case the term “spouse” in the definition of “Family Member” shall be deemed to include former spouses)) subject to such terms and conditions as the Committee shall determine; provided that that such Awards may only be transferred without the receipt of consideration by the Grantee. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 3.5 will be null and void and any Award which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and the Award Agreements will be binding upon any permitted successors and assigns. 3.6.1 In the event of a Change in Control, a Grantee’s Award shall be treated, to the extent determined by the Committee to be permitted under Section 409A, in accordance with one of the following methods as determined by the Committee in its sole discretion: (a) settle such Awards for an amount (as determined in the sole discretion of the Committee) of cash or securities, where, in the case of stock options or SARs, the value of such amount, if any, will be equal to the in-the-money spread value (if any) of such Award; (b) provide for the assumption of or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted under the Plan, as determined by the Committee in its sole discretion; or (c) provide that for a period of at least 20 days prior to the Change in Control, any stock options or SARs will be exercisable as to all shares of Common Stock subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the exercise will be null and void) and that any stock options or SARs not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change in Control. For the avoidance of doubt, in the event of a Change in Control, the Committee may, in its sole discretion, terminate any stock option or SAR for which the exercise price or hurdle price is equal to or exceeds the per share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor. 3.6.2 Unless otherwise determined by the Committee (or unless otherwise set forth in an employment agreement, individual service agreement or an Award Agreement): (a) For Grantees other than Non-Employee Directors, upon or within two years after a Change in Control, to the extent an Award is not assumed or substituted pursuant to Section 3.6.1 and (i) a Grantee’s Employment is terminated by Voya Financial or any successor entity thereto without Cause or (ii) if the Grantee terminates Employment for Good Reason, each Award granted to such Grantee prior to such Change in Control shall become fully vested (including the lapsing of all restrictions and conditions) and, as applicable, exercisable as of the date of such termination of Employment, and any shares of Common Stock deliverable pursuant to restricted stock units shall be delivered promptly (but no later than 15 days) following such Grantee’s termination of Employment, provided that, as of the Change in Control date, any outstanding performance-based Awards shall be deemed earned at the greater of the target performance level or actual performance level through the Change in Control date (or if no target performance level is specified with respect to an Award, such Award shall be deemed earned as if a target performance level had been set and achieved at exactly 100% of such target performance level) with respect to all open performance periods. (b) For Non-Employee Directors, upon or within one year after a Change in Control, to the extent an Award is not assumed or substituted pursuant to Section 3.6.1 and a Non-Employee Director’s service is terminated by Voya Financial or any successor entity thereto, each Award granted to such Grantee prior to such Change in Control shall become fully vested (including the lapsing of all restrictions and conditions) and, as applicable, exercisable as of the date of such termination of service, and any shares of Common Stock deliverable pursuant to restricted stock units shall be delivered promptly (but no later than 15 days) following such Grantee’s termination of service. 3.7 Right of Discharge Reserved Neither the grant of an Award nor any provision in the Plan or in any Award Agreement will (a) confer upon any Grantee the right to continued Employment by the Company or affect any right which the Company may have to terminate or alter the terms and conditions of such Employment of (b) create any obligation on behalf of the Board to nominate any Non-Employee Director for re-election to the Board by the Company’s shareholders. Voya 2024 Proxy Statement | | | B-13 |
TABLE OF CONTENTS 3.8.1 Any and all grants of Awards and deliveries of Common Stock, cash, securities or other property under the Plan will be in consideration of services performed or to be performed for the Company by the Grantee. Awards under the Plan may, in the discretion of the Committee, be made in substitution in whole or in part for cash or other compensation otherwise payable to a Grantee. Only whole shares of Common Stock will be delivered under the Plan. Awards will, to the extent reasonably practicable, be aggregated in order to eliminate any fractional shares. Fractional shares may, in the discretion of the Committee, be forfeited or be settled in cash or otherwise as the Committee may determine. 3.8.2 All such grants and deliveries of shares of Common Stock, cash, securities or other property under the Plan will constitute a special discretionary incentive payment to the Grantee and will not be required to be taken into account in computing the amount of salary or compensation of the Grantee for the purpose of determining any contributions to or any benefits under any pension, retirement, profit-sharing, bonus, life insurance, severance or other benefit plan of the Company or under any agreement with the Grantee, unless the Company specifically provides otherwise. 3.9 Non-Uniform Determinations 3.9.1 The Committee’s determinations under the Plan and Award Agreements need not be uniform and any such determinations may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee will be entitled, among other things, to make non-uniform and selective determinations under Award Agreements, and to enter into non- uniform and selective Award Agreements, as to (a) the persons to receive Awards, (b) the terms and provisions of Awards and (c) whether a Grantee’s Employment has been terminated for purposes of the Plan. 3.9.2 To the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law or practices and to further the purposes of the Plan, the Committee may, without amending the Plan, establish special rules applicable to Awards to Grantees who are foreign nationals, are employed outside the United States, or both, and grant Awards (or amend existing Awards) in accordance with those rules. 3.10 Other Payments or Awards Nothing contained in the Plan will be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect. The headings in the Plan are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof. The Board reserves the right to terminate the Plan at any time; provided, however, that in any case, the Plan will terminate on the tenth anniversary of the Effective Date, and provided further, that all Awards made under the Plan before its termination will remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements. 3.13.1 All Awards made under the Plan that are intended to be “deferred compensation” subject to Section 409A shall be interpreted, administered and construed to comply with Section 409A, and all Awards made under the Plan that are intended to be exempt from Section 409A shall be interpreted, administered and construed to comply with and preserve such exemption. The Board and the Committee shall have full authority to give effect to the intent of the foregoing sentence. To the extent necessary to give effect to this intent, in the case Voya 2024 Proxy Statement | | | B-14 |
TABLE OF CONTENTS of any conflict or potential inconsistency between the Plan and a provision of any Award or Award Agreement with respect to an Award, the Plan shall govern. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Grantee by Section 409A or any damages for failing to comply with Section 409A. 3.13.2 Without limiting the generality of Section 3.13.1, with respect to any Award made under the Plan that is (whether or not intended to be) “deferred compensation” subject to Section 409A: (a) any payment due upon a Grantee’s termination of Employment shall be paid only upon such Grantee’s separation from service from the Company within the meaning of Section 409A; (b) any payment to be made with respect to such Award in connection with the Grantee’s separation from service from the Company within the meaning of Section 409A (and any other payment that would be subject to the limitations in Section 409A(a)(2)(b) of the Code) shall be delayed until six months after the Grantee’s separation from service (or earlier death) to the extent such Grantee is a “specified employee” (within the meaning of Section 409A); (c) to the extent necessary to comply with Section 409A, any other securities, other Awards or other property that the Company may deliver in lieu of shares of Common Stock in respect of an Award shall not have the effect of deferring delivery or payment beyond the date on which such delivery or payment would occur with respect to the shares of Common Stock that would otherwise have been deliverable (unless the Committee elects a later date for this purpose in accordance with the requirements of Section 409A); (d) with respect to any required Consent described in Section 3.3.2 or the applicable Award Agreement, if such Consent has not been effected or obtained as of the latest date provided by such Award Agreement for payment in respect of such Award and further delay of payment is not permitted in accordance with the requirements of Section 409A, such Award or portion thereof, as applicable, will be forfeited and terminate notwithstanding any prior earning or vesting; (e) if the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Grantee’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment; (f) if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Grantee’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award; and (g) for purposes of determining whether the Grantee has experienced a separation from service from the Company within the meaning of Section 409A, “subsidiary” shall mean a corporation or other entity in a chain of corporations or other entities in which each corporation or other entity, starting with Voya Financial, has a controlling interest in another corporation or other entity in the chain, ending with such corporation or other entity. For purposes of the preceding sentence, the term “controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations, provided that the language “at least 20 percent” is used instead of “at least 80 percent” each place it appears in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations. Awards under this Plan shall be subject to recoupment or clawback as may be required by applicable law or stock exchange listing conditions or by the Voya Financial, Inc. Compensation Recoupment Policy as it may be amended from time to time. THE PLAN WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. Voya 2024 Proxy Statement | | | B-15 |
TABLE OF CONTENTS 3.16.1 The Company and each Grantee, as a condition to such Grantee’s participation in the Plan, hereby irrevocably submit to resolving any disputes under the Plan or any Award Agreement by arbitration (which may be initiated by either party) administered by JAMS (also known as Judicial Arbitration and Mediation Services), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, unless such arbitration is prohibited by law. The arbitration shall be held in New York, New York and presided over by three arbitrators. The party who initiates the arbitration with JAMS shall also provide notice to JAMS and the opposing party at the time of the initiation of the arbitration of the name of the party selected arbitrator. The opposing party shall file its answering statement with JAMS with 45 days of their receipt of the notice of filing from JAMS. The name of the opposing party’s appointed arbitrator shall be included in such answering statement. The two party-appointed arbitrators shall select a third arbitrator, who shall serve as the chairperson. Notwithstanding the foregoing, nothing herein will preclude the Company from bringing any action or proceeding in any court for the purpose of enforcing the provisions of this Section 3.16.1. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Arbitration Information”) shall not be disclosed to any non-party except the tribunal, JAMS, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Arbitration Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. 3.16.2 Each Grantee, as a condition to such Grantee’s participation in the Plan, hereby irrevocably appoints the Chief Legal Officer of Voya Financial as such Grantee’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning the Plan, who will promptly advise such Grantee of any such service of process. 3.16.3 Each Grantee, as a condition to such Grantee’s participation in the Plan, agrees to keep confidential the existence of, and any information concerning, a dispute, controversy or claim described in this Section 3.16.3, except that a Grantee may disclose information concerning such dispute, controversy or claim to arbitration forum that is considering such dispute, controversy or claim or to such Grantee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute, controversy or claim). 3.16.4 Without limiting the generality of the foregoing, nothing in this Plan (including this Section 3.16.4) or otherwise limits the Grantee’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the U.S. Securities and Exchange Commission (the “SEC”) or any other federal, state, local or foreign governmental agency or commission (“Government Agency”) regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against the Grantee for any of these activities, and nothing in this Plan requires the Grantee to waive any monetary award or other payment that the Grantee might become entitled to from the SEC or any other Government Agency. In addition, notwithstanding Grantee’s confidentiality obligations set forth in this Plan, Grantee understands that, pursuant to the U.S. Defend Trade Secrets Act of 2016, Grantee will not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, local or non-U.S. government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Grantee also understands that if Grantee files an arbitration claim for retaliation by the Company for reporting a suspected violation of law, Grantee may disclose the trade secret to Grantee’s attorney and use the trade secret information in the arbitration proceeding, if Grantee (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order if applicable). Grantee understands that if a disclosure of trade secrets was not done in good faith pursuant to the above, then Grantee may be subject to liability, including, without limitation, punitive damages and attorneys’ fees. 3.17 Severability; Entire Agreement If any of the provisions of the Plan or any Award Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such Voya 2024 Proxy Statement | | | B-16 |
TABLE OF CONTENTS invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any Award Agreements contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof. Each Grantee of an Award recognizes and agrees that any determination made by the Committee, the Company or the Board on all matters relating to the Plan or any Award Agreement will be final, binding and conclusive, including, without limitation, the amount of any Award and the terms of any Award Agreement. Each Grantee of an Award recognizes and agrees that neither the Committee, the Company nor the Board will be required to obtain the consent of any Grantee in order to make any amendment to the Plan or any Award Agreement (other than an amendment to the Plan or an Award Agreement to which his or her consent is expressly required by the express terms of an Award Agreement). 3.19 No Third Party Beneficiaries Except as expressly provided in an Award Agreement, neither the Plan nor any Award Agreement will confer on any person other than the Company and the Grantee of any Award any rights or remedies thereunder. The exculpation and indemnification provisions of Section 1.3.4 will inure to the benefit of a Covered Person’s estate and beneficiaries and legatees. 3.20 Successors and Assigns of Voya Financial The terms of the Plan will be binding upon and inure to the benefit of Voya Financial and any successor entity contemplated by Section 3.6. 3.21 Waiver of Jury Trial EACH GRANTEE WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THE PLAN. 3.22 Date of Adoption, Approval of Stockholders and Effective Date The Plan was adopted by the Board on March 20, 2024, approved by the stockholders of Voya Financial on May 23, 2024 and became effective upon such stockholder approval (the “Effective Date”). Voya 2024 Proxy Statement | | | B-17 |
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