VOYA FINANCIAL, INC., DEF 14A filed on 4/10/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Voya Financial, Inc.
Entity Central Index Key 0001535929
v3.25.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Fiscal
Year
Summary
Compensation
Table Total
for PEO 1(1)
Compensation
Actually Paid
to PEO 1(2)
Summary
Compensation
Table Total
for PEO 2(1)
Compensation
Actually Paid
to PEO 2(2)
Average
Summary
Compensation
Table Total
for non-PEO
NEOs(1)
Average
Compensation
Actually Paid
to non-PEO
NEOs(2)
Value of Initial Fixed $100
Investment Based On:(3)
Net
Income
($ in
Millions)
Company
Selected
Measure
Relative
TSR(4)
Total
Shareholder
Return
Peer Group
Total
Shareholder
Return(3)
(a)
(b)
(c)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
2024
$0
$0
$9,720,234
$6,502,060
$5,617,520
$3,614,680
$121.63
$173.90
$
13%
2023
$0
$0
$8,722,372
$11,013,417
$6,665,517
$8,884,546
$125.97
$133.20
$
100%
2022
$14,676,883
$13,193,735
$0
$0
$4,828,157
$4,745,267
$104.40
$118.77
$
53%
2021
$16,030,105
$19,751,360
$0
$0
$5,439,994
$6,280,117
$111.20
$132.75
$
21%
2020
$13,597,008
$12,993,061
$0
$0
$4,581,542
$4,167,899
$97.55
$98.31
$
64%
       
Company Selected Measure Name relative TSR        
Named Executive Officers, Footnote Refer to the Summary Compensation Table as set forth on page 55 of this proxy statement. For each of 2020, 2021, 2022, 2023, and
2024, the NEOs were:
Year
PEO 1
PEO 2
Other NEOs
2024
Heather Lavallee
Donald Templin, Robert Grubka, Matthew Toms, Santhosh Keshavan, Rodney Martin
2023
Heather Lavallee
Donald Templin, Rodney Martin, Christine Hurtsellers, Robert Grubka, Kevin Silva
2022
Rodney Martin
Michael Smith, Donald Templin, Heather Lavallee, Christine Hurtsellers, Charles
Nelson
2021
Rodney Martin
Michael Smith, Heather Lavallee, Christine Hurtsellers, Charles Nelson
2020
Rodney Martin
Michael Smith, Christine Hurtsellers, Charles Nelson, Margaret Parent
       
Peer Group Issuers, Footnote TSR is determined based on the value of an initial fixed investment of $100 made on December 31, 2019. The TSR peer group consists
of the S&P 500 Financials Sector Index, which is used for our Stock Performance presentation included with the Company’s Annual
Report on Form 10-K for the year ended December 31, 2024.
       
PEO Total Compensation Amount $ 9,720,234        
PEO Actually Paid Compensation Amount $ 6,502,060        
Adjustment To PEO Compensation, Footnote The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP),
adjusted as follows in the table below, as determined in accordance with SEC rules. “Compensation actually paid” does not necessarily
represent cash, pension contributions, and/or equity value transferred to the applicable NEO without restriction, but rather is a value
calculated under applicable SEC rules. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of
the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting
date. Similarly, no adjustment is made for dividends because the amount associated with such dividends are reflected in the fair value of
the award for the covered fiscal year.
Reconciliation of SCT Total to CAP Total
Fiscal
Year
Executives
SCT
Total
Subtract
Grant Date
Fair Value
of Stock
Awards
Reported in
SCT
Subtract
Aggregate
Change in
Actuarial
Present
Value of
Accumulated
Benefits
Under all
Defined
Benefit
Pension
Plans from
SCT
Add
Defined
Benefit and
Pension
Service
Cost
Year End
Fair Value
of New
Awards
Change in
Fair Value of
Outstanding
Unvested
Awards
From Prior
FY End to
Applicable
FY End
Change in
Fair Value
of Awards
that
Vested in
Applicable
Year from
Prior FY
End to
Vesting
Date
Add Fair
Value of
Vested
Awards
Granted
and
Vested in
Current
Fiscal
Year
Subtract
Fair Value
at Start of
Fiscal Year
for Awards
That Failed
to Meet
Vesting
Conditions
CAP
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
=(i)-(ii)-
(iii)+(iv)+(v)+(vi)+
(vii)+(viii)-(ix)
2024
PEO
$9,720,234
$7,124,941
$7,344
$34,565
$6,245,449
$(2,281,436)
$(84,467)
$0
$0
$6,502,060
Non PEO
NEOs
$5,617,520
$3,105,469
$36,498
$31,136
$2,369,643
$(1,030,344)
$(128,714)
$62,786
$165,379
$3,614,680
The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant.
       
Non-PEO NEO Average Total Compensation Amount $ 5,617,520 $ 6,665,517 $ 4,828,157 $ 5,439,994 $ 4,581,542
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,614,680 8,884,546 4,745,267 6,280,117 4,167,899
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP),
adjusted as follows in the table below, as determined in accordance with SEC rules. “Compensation actually paid” does not necessarily
represent cash, pension contributions, and/or equity value transferred to the applicable NEO without restriction, but rather is a value
calculated under applicable SEC rules. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of
the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting
date. Similarly, no adjustment is made for dividends because the amount associated with such dividends are reflected in the fair value of
the award for the covered fiscal year.
Reconciliation of SCT Total to CAP Total
Fiscal
Year
Executives
SCT
Total
Subtract
Grant Date
Fair Value
of Stock
Awards
Reported in
SCT
Subtract
Aggregate
Change in
Actuarial
Present
Value of
Accumulated
Benefits
Under all
Defined
Benefit
Pension
Plans from
SCT
Add
Defined
Benefit and
Pension
Service
Cost
Year End
Fair Value
of New
Awards
Change in
Fair Value of
Outstanding
Unvested
Awards
From Prior
FY End to
Applicable
FY End
Change in
Fair Value
of Awards
that
Vested in
Applicable
Year from
Prior FY
End to
Vesting
Date
Add Fair
Value of
Vested
Awards
Granted
and
Vested in
Current
Fiscal
Year
Subtract
Fair Value
at Start of
Fiscal Year
for Awards
That Failed
to Meet
Vesting
Conditions
CAP
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
=(i)-(ii)-
(iii)+(iv)+(v)+(vi)+
(vii)+(viii)-(ix)
2024
PEO
$9,720,234
$7,124,941
$7,344
$34,565
$6,245,449
$(2,281,436)
$(84,467)
$0
$0
$6,502,060
Non PEO
NEOs
$5,617,520
$3,105,469
$36,498
$31,136
$2,369,643
$(1,030,344)
$(128,714)
$62,786
$165,379
$3,614,680
The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant.
       
Compensation Actually Paid vs. Total Shareholder Return
4108
       
Compensation Actually Paid vs. Net Income
4469
       
Compensation Actually Paid vs. Company Selected Measure
4304
       
Total Shareholder Return Vs Peer Group
4108
       
Tabular List, Table
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
       
Total Shareholder Return Amount $ 121.63 125.97 104.40 111.20 97.55
Peer Group Total Shareholder Return Amount 173.90 133.20 118.77 132.75 98.31
Net Income (Loss) $ 0 $ 0 $ 0 $ 0 $ 0
Company Selected Measure Amount 0.13 1 0.53 0.21 0.64
PEO Name Heather Lavallee Heather Lavallee odney Martin odney Martin odney Martin
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Operating Return on Equity        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Operating Earnings Per Share        
Measure:: 3          
Pay vs Performance Disclosure          
Name elative Total Shareholder Return        
Non-GAAP Measure Description Our Company-Selected Measure, which is the measure that we believe represents the most important financial performance measure not
otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2024 to our Company’s performance is relative
TSR, which is consistent with the peer group metric used for our PSUs under Voya's annual long term incentive program. For illustrative
purposes, calculations within this column are based on 1-year measurements (as opposed to the 3-year relative TSR performance period
regarding the Company’s PSUs). For purposes of relative TSR, the peer group used in the PSU metric under our annual long term
incentive program refer to the Comparison Group as set forth on page 39.
       
Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted Operating Earnings Before Taxes        
Measure:: 5          
Pay vs Performance Disclosure          
Name Adjusted Operating Return on Allocated Capital        
Measure:: 6          
Pay vs Performance Disclosure          
Name Strategic Indicators        
Heather Lavallee [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 9,720,234 $ 8,722,372      
PEO Actually Paid Compensation Amount 6,502,060 $ 11,013,417      
Rodney Martin [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount     $ 14,676,883 $ 16,030,105 $ 13,597,008
PEO Actually Paid Compensation Amount     $ 13,193,735 $ 19,751,360 $ 12,993,061
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,344)        
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 34,565        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,124,941)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,281,436)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (84,467)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Year End Fair Value of New Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,245,449        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (36,498)        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 31,136        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,105,469)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,030,344)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 62,786        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (128,714)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (165,379)        
Non-PEO NEO | Year End Fair Value of New Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 2,369,643        
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure We do not have a practice of granting stock options or similar equity awards in anticipation of the release of material nonpublic
information that is likely to result in changes to the price of our common stock, such as a significant positive or negative
earnings announcement, nor do we time the public release of such information based on stock option grant dates. In addition,
we do not have a practice of granting stock options or similar equity awards during periods in which there is material nonpublic
information about our Company.  We have not, during the last completed fiscal year, awarded stock options or similar equity
awards in the four business days prior to, or the one business day following, the filing of our periodic reports, or the filing or
furnishing of a Form 8-K that discloses material nonpublic information.
Award Timing Method We do not have a practice of granting stock options or similar equity awards in anticipation of the release of material nonpublic
information that is likely to result in changes to the price of our common stock, such as a significant positive or negative
earnings announcement, nor do we time the public release of such information based on stock option grant dates. In addition,
we do not have a practice of granting stock options or similar equity awards during periods in which there is material nonpublic
information about our Company.  We have not, during the last completed fiscal year, awarded stock options or similar equity
awards in the four business days prior to, or the one business day following, the filing of our periodic reports, or the filing or
furnishing of a Form 8-K that discloses material nonpublic information.
Award Timing Predetermined false
Award Timing MNPI Considered true
Award Timing, How MNPI Considered We do not have a practice of granting stock options or similar equity awards in anticipation of the release of material nonpublic
information that is likely to result in changes to the price of our common stock, such as a significant positive or negative
earnings announcement, nor do we time the public release of such information based on stock option grant dates. In addition,
we do not have a practice of granting stock options or similar equity awards during periods in which there is material nonpublic
information about our Company.  We have not, during the last completed fiscal year, awarded stock options or similar equity
awards in the four business days prior to, or the one business day following, the filing of our periodic reports, or the filing or
furnishing of a Form 8-K that discloses material nonpublic information.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true