ThZeal - The Zeal



	Voya 2025 Proxy Statement	i

Dear Fellow Shareholders:

On behalf of the Board of Directors (the ‘‘Board’’) of Voya Financial, Inc. (the ‘‘Company’’ or ‘‘Voya’’), you are cordially invited to

attend our 2025 Annual Meeting of Shareholders on Thursday, May 22, 2025.

This was a year of progress and resilience for Voya

Financial. Our team’s relentless efforts to drive revenue

growth, expand margins and accelerate commercial

momentum are reflected in strong results in Wealth

Solutions and Voya Investment Management. Through

decisive actions and disciplined execution, we made

meaningful progress in improving the performance of our

Health Solutions business. Importantly, we returned

significant capital to shareholders while continuing to make

key growth investments.

In 2025, we will build on this progress to continue

delivering long-term value to our shareholders, focusing on

three near-term priorities: continued commercial

momentum, meaningfully improved stop loss margins, and

successful integration of OneAmerica’s full-service

retirement business. With several new strategic senior-

level executives in place as well as two new members on

our Board of Directors with invaluable experience in the

industry segments where Voya competes, we enter the

new year steadfast in our focus on delivering long-term

value to our shareholders.

CONTINUING COMMERCIAL MOMENTUM

We doubled down on areas of strength, supplementing our

commercial success with strategic acquisitions that

enhance our customer solutions.

Earnings for Wealth Solutions were up 30% year over

year, with revenue growth and adjusted operating margins

exceeding our 2024 full-year targets. Today, Voya serves

about 60,000 retirement plans with nearly 8 million

participants across the U.S. and its territories. In

September 2024, we acquired OneAmerica’s full-service

retirement business, adding $60 billion in accretive assets

and nearly $4 billion in spread-based assets under

management to Voya’s portfolio. We project that this

acquisition will contribute approximately $200 million in

revenue and approximately $75 million in operating

earnings in 2025 while creating long-term growth

opportunities through new distribution partnerships and

enhanced capabilities. We are diligently working on the

integration process, which has progressed smoothly since

the transaction closed on January 2, 2025.

Voya Investment Management had record net flows in

2024, with strength across institutional and retail markets.

We continue to grow our leadership position in insurance

asset management with several new mandates in 2024,

including with Sconset Re, an annuities reinsurer that

represents Voya’s first strategic investment in the

Bermuda sidecar market. In retail channels, our strength

extends globally with continued growth in our Income &

Growth franchise in Asian markets, while our U.S. retail

business delivered strong flows in domestic markets.

DRIVING MEANINGFUL IMPROVEMENT WITHIN

HEALTH SOLUTIONS

Health Solutions results were adversely affected in 2024

by poor performance in our stop loss business. To address

this, we significantly increased rates on the January 2025

renewal block and strengthened underwriting risk

selection. Our fourth-quarter results in stop loss were

consistent with the revised guidance we provided in

December 2024 and have set us up for improved net

underwriting results in 2025.

We are also making strategic investments in other areas of

our Health Solutions business, including leave

management and short-term disability, to enhance Voya’s

offerings and drive sales and retention.

RETURNING CAPITAL TO SHAREHOLDERS

WHILE INVESTING IN GROWTH

We returned $800 million in excess capital to shareholders

in 2024 through stock repurchases and dividends. We

expect core business growth, net underwriting

improvement in Health Solutions, and earnings from the

recently completed OneAmerica acquisition to continue

strong excess capital generation in both 2025 and 2026.

We will maintain a balanced approach to capital return

which includes growth investments that deliver long-term

shareholder value and capital return to shareholders

through dividends and share repurchases. Growth

investments will be on strategy and above our cost of

capital.

Finally, it is important to me that our Purpose—Together

we fight for everyone’s opportunity for a better financial

future—remains the foundation of our culture. It drives our

strategy to achieve our Vision—Clearing your path to

financial confidence and a more fulfilling life.

With our strategic investments, great commercial

momentum and an outstanding team executing on our

priorities, Voya is ready to deliver on our plan in 2025 as

we continue to compete and win.

On behalf of the Board and our management team, thank

you for your continued support and investment in Voya.

Very truly yours,

Heather Lavallee

Chief Executive Officer



	ii	Voya 2025 Proxy Statement

Notice of 2025 Annual

Meeting of Shareholders

You are cordially invited to attend the Annual Meeting of Shareholders of Voya Financial, Inc., on Thursday, May 22, 2025, at

11:00 a.m., Eastern Daylight Time. The meeting will be held as a virtual meeting only, accessible at the following website

address: www.virtualshareholdermeeting.com/VOYA2025. The proxy statement describes the items of business that we will

conduct at the meeting in more detail, and also provides you with important information about the Company, including our

corporate governance and executive compensation practices. I strongly encourage you to read these materials and vote your

shares. Additional details regarding how to attend the meeting, submit questions and what to do in the event of technical

difficulties are included in the proxy statement.

Time and Date

11:00 a.m., Eastern Daylight Time

Thursday, May 22, 2025

Meeting Website Address

www.virtualshareholdermeeting.com/VOYA2025

Items of Business

1Election of 12 directors to our Board for one-year

terms

2Advisory vote to approve executive compensation

3Ratification of appointment of Ernst & Young LLP

as our independent registered public accounting

firm

4Transaction of such other business as may

properly come before our 2025 Annual Meeting of

Shareholders

Record Date

The record date for the determination of the

shareholders entitled to vote at our Annual Meeting

of Shareholders, or any adjournments or

postponements thereof, was the close of business

on March 26, 2025.

Your vote is important to us. Please exercise your right to vote.

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on May 22, 2025. Our Proxy

Statement, 2024 Annual Report to Shareholders and other materials are available at www.proxyvote.com.

By Order of the Board of Directors,

Julie Watson

Vice President, Counsel and Corporate Secretary

April 10, 2025



	Voya 2025 Proxy Statement	1

Proxy Summary

This summary highlights certain information contained elsewhere in our proxy statement. You should read the entire proxy

statement carefully before voting.

Shareholders will be asked to vote on the following matters at the 2025 Annual Meeting:



Matter	Board Recommendation	See This Page for More Information

Election of Directors	FOR each Director Nominee	2
Advisory Vote on Approval of Executive Compensation	FOR approval	32
Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm	FOR approval	70

Our proxy statement contains information about the matters to be voted on at our 2025 Annual Meeting of Shareholders (which

we refer to in this proxy statement as the “Annual Meeting”), as well as information about our corporate governance practices,

the compensation we pay our executives, and other information about the Company. Our principal executive offices are

located at 200 Park Avenue, New York, New York 10166.

We are furnishing proxy materials to our shareholders via the Internet, instead of mailing printed copies of those materials to

each shareholder, to save costs and reduce our impact on the environment. A Notice of Internet Availability of Proxy Materials,

which contains instructions about how to access our proxy materials and vote online or by mail, will be mailed to our

shareholders beginning on or about April 10, 2025.

Your vote is important. Please exercise your right to vote.



	2	Voya 2025 Proxy Statement

Part I: Corporate Governance

Proposal 1: Election of Directors

Our Board consists of 12 directors, who are elected annually by our shareholders for one-year terms, comprised of 11

independent directors, including the Non-Executive Chairperson of our Board, and our President and CEO, Heather Lavallee.

At our Annual Meeting, our shareholders will be asked to elect 12 nominees to our Board (collectively, the “Director

Nominees”).

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

Nominees described below under “Our Director Nominees.”

Director Skills and Qualifications

We believe that our Director Nominees bring a well-rounded variety of skills, qualifications and experiences, and represent an

effective mix of deep company knowledge and fresh perspectives. Our Board believes that our Director Nominees' varying

tenures, breadth of experience and mix of attributes strengthen our Board's independent leadership and effective oversight of

management given Voya's businesses, the operating environment in our industries, and the Company's long-term strategy.

Our Director Nominees have significant skills and experience in the following areas:



	Voya 2025 Proxy Statement	3

Director Nomination and Re-Nomination

The Nominating, Governance and Social Responsibility Committee is responsible for identifying individuals believed to be

qualified to become Board members, consistent with criteria approved by our Board, and for selecting and recommending to

the Board the nominees to stand for election as directors at the annual meeting of shareholders or, if applicable, at a special

meeting of shareholders. The committee does not set specific minimum qualifications that directors must meet in order to

recommend them to the Board, but specific characteristics considered by the committee when evaluating candidates for the

Board include:

Financial literacy or other

professional business experience

relevant to an understanding of our

business

Independence for purposes of

the New York Stock Exchange

(NYSE) listing rules

Strong character

and integrity

Individual background and

attributes

Significant leadership

experience

Accomplishments and

reputation in the business

community

We also appreciate the importance of critically evaluating individual directors and their contributions to our Board in connection

Shareholder feedback, including

the support received by director

nominees at our last annual

meeting

Independence for purposes of

the NYSE listing rules

The extent to which the director's

skills, qualifications and

experience continue to contribute

to the success of our Board

Attendance and participation

at, and preparation for, Board

and committee meetings

with re-nomination decisions. In considering whether to recommend re-nomination of a director for election at our annual

meeting, the Nominating, Governance and Social Responsibility Committee considers factors such as:



	Voya 2025 Proxy Statement	5

Board At A Glance (continued)

2025 Board Nominee Statistics



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

1As of the date of the Annual Meeting.

Corporate Governance Best Practices and Accountability

We believe that strong and sustainable corporate governance is essential to the effective oversight of the Company. As such,

we periodically review and strive to improve our corporate governance practices. We list below our current key corporate

governance practices:


	Accountability	Best Practices

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



	6	Voya 2025 Proxy Statement

Consideration of Shareholder Nominees

It is the policy of the Nominating, Governance and Social Responsibility Committee to consider candidates recommended by

shareholders in the same manner as other candidates. Mr. Mullaney is standing for election by our shareholders for the first

time. The Nominating, Governance and Social Responsibility Committee retained a third-party search firm and led a process

for identifying director candidates. Mr. Mullaney was identified by the search firm and recommended as a director candidate

due to a number of factors, including his extensive insurance and other financial services experience. Shareholders wishing to

submit potential director candidates for consideration should submit the names of their nominees, a description of their

qualifications and background and the signed consent of the nominee to be so considered, to our Nominating, Governance

and Social Responsibility Committee, care of the Corporate Secretary, Voya Financial, Inc., 200 Park Avenue, New York, New

York 10166. For more information on how and when to submit a nomination, see “Part V: Other information — Frequently

Asked Questions About our Annual Meeting — How do I submit a shareholder proposal or director nominations for the 2026

Annual Meeting?”.

Our Director Nominees

If elected by our shareholders, the 12 Director Nominees, all of whom are currently members of our Board, will serve for a one-

year term expiring at our 2026 Annual Meeting of Shareholders. Each duly elected director will hold office until his or her

successor has been elected and qualified or until the director’s earlier resignation or removal.

Each of our Director Nominees has been approved and nominated for election by our Board. All of our directors are elected by

a majority vote of our shareholders, excluding abstentions.

Below is biographical information about our Director Nominees. This information is current as of the date of this proxy

statement and has been confirmed by each of the Director Nominees for inclusion in this proxy statement.



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

	Lynne Biggar Age: 62 Director Since: 2014-2021, 2022 to current



	Voya 2025 Proxy Statement	7



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

	S. Biff Bowman Age: 61 Director Since: 2023



	8	Voya 2025 Proxy Statement



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

	Yvette S. Butler Age: 59 Director Since: 2021



	Voya 2025 Proxy Statement	9



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

	Jane P. Chwick Age: 62 Director Since: 2014



	10	Voya 2025 Proxy Statement



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

	Kathleen DeRose Age: 64 Director Since: 2019



	Voya 2025 Proxy Statement	11



				Mr. Ersek has more than 38 years of executive experience in global financial services, where he has played pivotal roles in major organizations, driving international growth and business diversification. Mr. Ersek began his career in financial services in Europe when he joined Europay/MasterCard in Austria in 1986. A decade later in 1996, he joined General Electric (GE) Capital as Business Development Manager, and he also represented the GE Corporation as the National Executive for Austria and Slovenia. Drawing on his international background, Mr. Ersek joined Western Union (a public company) in 1999 and was responsible for international expansion of Western Union in Europe, Africa, and Asia, culminating in his appointment as CEO and a director of the company in 2010. Through his related investment fund, Ersek Enterprises LLC, he is also advising and investing in privately held companies. Additionally, since 2015 he has been serving as the Austrian Honorary Consul in the U.S., responsible for Colorado, Wyoming, and New Mexico. Business Experience ■CEO and Director, Western Union (2010 to 2021) ■Senior Executive, Western Union (1999 to 2010) ■National Executive and Business Development Manager, GE (1995 to 1999) ■Business Development Manager, Mastercard (1985 to 1995) Key Qualifications ■Founded more than 170 years ago, Western Union became, under Mr. Ersek’s leadership one of the world’s largest companies, serving more than 150 million customers in 200 countries, with 12,000 employees speaking more than 75 languages. Mr. Ersek successfully diversified and evolved Western Union’s business portfolio into a global digital payments company. Board Memberships ■Special Advisor to waterdrop®

	Hikmet Ersek Age: 64 Director Since: 2023



	12	Voya 2025 Proxy Statement



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

	Ruth Ann M. Gillis Age: 70 Director Since: 2015



	Voya 2025 Proxy Statement	13



				Ms. Lavallee has been Chief Executive Officer of the Company since January 2023 and a director of the Company since July 2022. Ms. Lavallee has more than 30 years of experience in the financial services industry. As Chief Executive Officer, Ms. Lavallee is responsible for the overall strategy and performance of the Company. Ms. Lavallee has held a number of senior executive roles within the Company. Ms. Lavallee served as CEO of Voya’s Wealth Solutions business where she led its customer experience and profitable growth and president of the Company’s Tax-Exempt Markets business where she was responsible for all aspects of that business, including product, distribution, financial management, strategy and operational performance. Prior to that, Ms. Lavallee was President of Employee Benefits (now Health Solutions), where she oversaw all aspects of the group and voluntary insurance business, including strategy, product development, underwriting, actuarial, distribution and marketing. Business Experience ■CEO, Voya Financial, Inc. (January 2023 to present) ■President and CEO-elect, Voya Financial, Inc. (July 2022 to January 2023) ■CEO, Wealth Solutions, Voya Financial, Inc. (2021 to 2023) ■President, Voya Financial, Inc., Tax Exempt Markets (2016 to 2021) and Employee Benefits (2011 to 2016) ■Various positions with increasing responsibility in the financial services industry since 1992 Key Qualifications ■Ms. Lavallee brings wide-ranging leadership experience within the financial services industry. Leveraging her long tenure with the company and extensive knowledge of the Health and Wealth business units, she is well positioned to advance the Company's growth strategy. ■Under Ms. Lavallee's leadership, the company successfully completed three strategic acquisitions: Allianz Global Investors’ US-based income and growth, fundamental equities and private placement teams; Benefitfocus, a technology-based benefits management company; and OneAmerica Financial’s full-service retirement business. These additions extended Voya Investment Management’s reach outside of the US, enhanced Voya’s benefits administration business, and expanded Voya’s retirement enterprise to serve about 60,000 retirement plans with nearly 8 million participants. Board Memberships ■Council for Economic Education ■American Council of Life Insurers

	Heather Lavallee President and Chief Executive Officer Age: 55 Director Since: 2022



	14	Voya 2025 Proxy Statement



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

	Robert G. Leary Age: 62 Director Since: 2024



	Voya 2025 Proxy Statement	15



				Mr. Lewis is an accomplished executive with extensive leadership experience in the quick service restaurant and retail industries. He has held pivotal roles in major corporations, contributing to their growth and operational success. His career is marked by significant achievements and strategic leadership. Mr. Lewis served as Chairman, Chief Executive Officer and President of Potbelly Corporation, until his retirement in November 2017. Prior to that, Mr. Lewis held a number of C-Suite positions at Sears Holdings Corporation, and was Chief Executive Officer of Kmart and Sears Retail following Sears’ acquisition of Kmart Holding Corporation in March 2005. In addition, Chief Multi-Branding and Operating Officer of YUM! Brands, Inc., a franchisor and licensor of quick service restaurants including KFC, Long John Silvers, Pizza Hut, Taco Bell and A&W. Mr. Lewis previously served on the board of directors of Red Robin Gourmet Burgers, Inc., The Walt Disney Company and Starwood Hotels, each a public company. Business Experience ■Chairman, CEO and President, Potbelly Corporation (2008 to 2017) ■President and CEO, Sears Holdings Corporation (2005 to 2008) ■President and CEO, Kmart Holding Corporation (2004 to 2005) ■Various senior leadership roles with YUM! Brands, Inc., including Chief Multi-Branding and Operating Officer (2003 to 2004), Chief Operating Officer (2000 to 2003), and Chief Operating Officer, Pizza Hut (1996 to1997) Key Qualifications ■Mr. Lewis, a seasoned executive, has held pivotal roles at a number of large-scale organizations and brings significant leadership and strategic expertise. ■Mr. Lewis qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission. Board Memberships and Other Positions ■Marriott International (a public company) ■Chefs’ Warehouse Inc (a public company)

	Aylwin B. Lewis Age: 71 Director Since: 2020



	16	Voya 2025 Proxy Statement



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

	William J. Mullaney Age: 64 Director Since: 2024



	Voya 2025 Proxy Statement	17



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

	Joseph V. Tripodi Age: 69 Director Since: 2015



	18	Voya 2025 Proxy Statement

BOARD LEADERSHIP

Our Board does not have a policy on whether the offices of the Chairperson of the Board (“Chairperson”) and the CEO should

be separate or combined. The Board believes that it is important to retain its flexibility to allocate the responsibilities of the

offices of the Chairperson and the CEO in such a manner as the Board considers in the best interests of the Company at the

time, after considering all relevant circumstances. The Board will periodically consider the advantages of having an

independent Chairperson or having a combined Chairperson and CEO and is open to different structures as circumstances

may warrant. It is the policy of our Board that, during any period where the Chairperson is not “independent” for purposes of

the NYSE listing rules, the Board will appoint a Lead Director who is an independent director.

Ms. Gillis was appointed as Non-Executive Chairperson by the Board, effective May 23, 2024. The separate roles for the

Chairperson and CEO allow the Chairperson to focus on leading the Board in its oversight and governance responsibilities and

allow the CEO to focus on setting and executing the Company’s strategic plans and initiatives, and leading the operations of

the Company..

We believe that effective independent board leadership is a key component of good corporate governance and long-term value

creation. As such, our Board believes that an effective Chairperson must:

■Be a good communicator: since the role requires facilitating discussions among board members, and between

directors and the CEO/management, and engaging with other stakeholders, strong communications skills are

necessary;

■Have the required time commitment: given the key functions of the position, the role requires a significant time

commitment to execute responsibilities effectively;

■Have relevant industry expertise: the Chairperson acts as a sounding board to our CEO and we believe that relevant

industry expertise enhances the effectiveness of the role; and

■Have personal effectiveness: the ability to earn support of other directors and management and exercise sound

judgment and leadership are key to the effectiveness of the role.



	Voya 2025 Proxy Statement	19

Key Functions and Responsibilities of our Non-Executive Chairperson

The following table outlines the key functions and responsibilities of our Non-Executive Chairperson:


Function	Description	Responsibilities


Board Leadership	Presides over the Board, which provides oversight and guidance to the Company	•Acts as liaison between independent directors and the CEO •Acts as a sounding board and advisor to the CEO •Has the authority to call meetings of the independent directors •Leads meetings of independent directors, including executive sessions •Participates in CEO succession planning


Board Oversight of Strategy	Aligns major corporate decisions with the Company’s strategic plan	•Ensures that the Board periodically reviews our long-term strategy •Ensures that the Board oversees management’s execution of the long-term strategy •Assists in aligning governance structures and Company culture with the long-term strategy •Provides guidance to the CEO on executing the long-term strategy


Board Culture	Fosters an environment of open dialogue and constructive feedback	•Encourages director participation by fostering an environment of open dialogue and constructive feedback among independent directors •Helps ensure efficient and effective Board performance and functioning


Board Meetings	Reviews and approves Board meeting agendas; follows up on meeting outcomes	•Consults on and approves Board meeting agendas with input from other directors •Consults on and approves Board meeting schedules to ensure sufficient time for discussion on all agenda items •Advises the CEO of the Board’s information needs and ensure the timeliness of information provided to the Board •Follows up on Board meeting outcomes



	20	Voya 2025 Proxy Statement

BOARD ROLE IN RISK OVERSIGHT

The Board oversees risk management through its regularly scheduled meetings, through its Committees (including the Audit

and Risk Committees, consistent with NYSE rules), and through informal interactions and discussions between the directors

and our senior management. Where appropriate, multiple committees may coordinate or share overlapping responsibilities for

managing and overseeing risks. Specifically, the Board's Committees focus on overseeing the following risks:

Audit

Committee

Compensation,

Benefits and

Talent

Management

Committee

Nominating,

Governance

and Social

Responsibility

Committee

Risk

Committee

Technology

Committee

Voya

Board

•Financial

Reporting Risk

•Compliance Risk

•Legal Risk

Model Risk

•Compensation

and Benefits Risk

•Talent Risk

•CEO Succession

Risk

•Environmental,

Social and

Governance Risk

Credit and

Counterparty Risk

Insurance Risk

Liquidity Risk

Market Risk

Non-Financial Risk:

•Issues with

Material Effect on

the Capital Plan

•Execution,

Delivery &

Process

Management

•Resilience and

Continuity Risk

•Information

Security/

Cybersecurity

Risk

•Regulatory

Compliance Risk

Model Risk

Technology

Committee

provides support

to the other

committees in

furtherance of the

Board's risk

oversight strategy,

where appropriate.

Strategic/

Business Risk:

•Emerging Risk

•Global Economy

and Geopolitical

•Product

Distribution Risk

•Competitive

Product Pricing

•Investor Risk

•Suitability Risk

•Reputational Risk

•Ratings

•Clients, Products

& Business

Practices

•Expense Risk

Any other Risk as

appropriate

The Board receives regular reports from the Risk Committee, the management risk committee of the Company and the

Board Strategy Oversight: The Board's role in overseeing the company's strategic direction is integral to

effective risk oversight. By overseeing the strategic framework, the Board ensures that the Company is

well-positioned to navigate the complexities of the business environment. This includes staying attuned to

competitive dynamics, regulatory changes, and technological advancements that may affect the Company's

operations and market positioning. Moreover, the Board actively monitors and evaluates strategic initiatives

such as mergers, acquisitions, and product development to ensure alignment with long-term objectives.

This proactive approach helps mitigate risks associated with business decisions and external factors.

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.



	Voya 2025 Proxy Statement	21

CEO Succession Planning

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 the internal succession candidates. Directors engage with potential internal 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.

BOARD OPERATIONS

Our directors are actively engaged inside and outside of Board meetings.

Actively Engaged Board and Outstanding Attendance


10 BOARD MEETINGS IN 2024		36 STANDING COMMITTEE MEETINGS IN 2024		32 EXECUTIVE SESSIONS IN 2024

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 2024, which is the threshold for disclosure under SEC rules. In 2024, 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 2024, nine of of our 11 directors serving

at the time attended.

Discussions and Communications Outside of Board Meetings

The chairs of our committees have regular meetings with 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 respective 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, or the Non-Executive Chairperson,

conducted similar meetings with the CEO with respect to Board meetings. Directors are encouraged to regularly 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, updates from senior

management on our meetings and interactions with investors.



	22	Voya 2025 Proxy Statement

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 an annual

basis. To meet this requirement, the Nominating, Governance and Social Responsibility ("NGSR") Committee solicits feedback

using a written questionnaire supplemented by one-on-one discussions with each director and the Non-Executive Chairperson

and the NGSR Committee chair and each director.

Our processes enable directors to provide confidential feedback on topics including:

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. Reports of

the questionnaire are prepared and shared

with the Non-Executive Chairperson and

the NGSR Committee chair to facilitate the

one-on-one discussions then these reports

are discussed in executive session with the

committee chairs and full Board.

The Non-Executive

Chairperson and the NGSR

Committee chair share director

feedback with management to

address any requests or

enhancements in practices

that may be warranted.

■Board/Committee information and materials;

■Board/Committee meeting mechanics, processes and structure;

■Board/Committee composition and leadership;

■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.

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, 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.

DIRECTOR INDEPENDENCE

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, Mullaney 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 2025 Proxy Statement	23

BOARD COMMITTEES

Our Board has the following Committees: Audit; Compensation, Benefits and Talent Management; Nominating, Governance

and Social Responsibility; Risk; Technology; and Executive. The current members of the Committees of the Board are

identified below.


	Audit Committee*


				Key Responsibilities: The Audit Committee’s primary function is to assist the Board in fulfilling its oversight responsibilities of the financial reports and other financial information filed with the SEC 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. The Audit Committee operates pursuant to the Audit Committee Charter, available on our website https://investors.voya.com. See Part III — Audit-Related Matters of this proxy statement for additional information about our Audit Committee.

	Members: 5 ■Lynne Biggar ■S. Biff Bowman ■Kathleen DeRose ■Aylwin B. Lewis (Chair, pictured) ■William J. Mullaney Audit Committee Financial Experts: ■S. Biff Bowman ■Aylwin Lewis Number of Meetings in 2024: 10

*The Board determined that all members of the Audit Committee are independent under the NYSE and SEC requirements.



	24	Voya 2025 Proxy Statement


	Compensation, Benefits and Talent Management Committee


				Key Responsibilities: The Compensation, Benefits and Talent Management Committee’s primary function is to oversee the compensation and benefits of the CEO, Management Executive Committee Members and other employees of the Company, and to review the Company’s strategies related to talent management. As discussed more fully in the Compensation, Benefits and Talent Management Committee Charter, the Committee performs many functions including: ■Annually reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO and evaluating his or her performance in light of these goals; ■Determining the compensation of our executive officers and other appropriate officers, and administering our incentive and equity-based compensation plans; ■Selecting, retaining, terminating and approving the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management; with respect to compensation consultants retained to assist in the evaluation of director, CEO or senior executive compensation, this authority is vested solely in the Compensation, Benefits and Talent Management Committee; and ■Reviewing, assessing and making reports and recommendations to the Board as appropriate on the Company’s policies, procedures and strategies relating to (a) the recruitment, retention and development of management resources, (b) talent management, (c) employee engagement and well-being, (d) workplace environment and corporate culture and (e) succession planning, with the emphasis on succession at the executive officer level and with the exception of CEO succession planning, which is overseen by the Nominating, Governance and Social Responsibility Committee. The Compensation, Benefits and Talent Management Committee operates pursuant to the Compensation, Benefits and Talent Management Committee Charter, available on our website https://investors.voya.com.

	Members: 6 ■Lynne Biggar (Chair, pictured) ■Yvette S. Butler ■Hikmet Ersek ■Robert G. Leary ■Aylwin B. Lewis ■Joseph V. Tripodi Number of Meetings in 2024: 8



	Voya 2025 Proxy Statement	25


	Nominating, Governance and Social Responsibility Committee


				Key Responsibilities: The primary purpose of the Nominating, Governance and Social Responsibility Committee is to identify, evaluate and recommend individuals qualified to become members of the Board, select or recommend director nominees to stand for election at each annual meeting or to fill vacancies, and oversee the annual performance evaluation of each committee. As discussed more fully in the Nominating, Governance and Social Responsibility Charter, the Committee performs many functions including: ■Identifying and recommending candidates for election to our Board and each Board Committee; ■Reviewing and reporting to the Board on compensation of directors and Board Committee members; ■Developing, recommending and monitoring corporate governance principles applicable to the Board and the Company as a whole; ■Reviewing environmental, sustainability and corporate social responsibility matters of significance to the Company; and ■Overseeing succession planning for the CEO and the development of the processes and protocols regarding succession plans for the CEO, and reviewing the development of individual high-potential executives. The Nominating, Governance and Social Responsibility Committee operates pursuant to the Nominating, Governance and Social Responsibility Committee Charter, available on our website https://investors.voya.com.

	Members: 7 ■Jane P. Chwick ■Hikmet Ersek ■Ruth Ann Gillis ■Robert G. Leary ■Aylwin B. Lewis ■William J. Mullaney ■Joseph V. Tripodi (Chair, pictured) Number of Meetings in 2024: 4


	Risk Committee


				Key Responsibilities: The primary purpose of the Risk Committee is to assist the Board in fulfilling its oversight of management’s responsibilities with respect to enterprise risk management. As discussed more fully in the Risk Committee Charter, the Committee performs many functions including: ■Overseeing and reviewing information regarding enterprise risk management including significant policies, procedures, and practices employed to manage all risk types; ■Reviewing the investment strategy, portfolio composition and investment performance pertaining to our general account; ■Monitoring our capital needs, liquidity and financing arrangements, our ability to access capital markets and our financing plans; ■Reviewing the Company’s business continuity planning and disaster recovery capabilities and contingency plans; and ■Reviewing and making recommendations to the Board with respect to our capital management policies, including repurchases of securities, dividends on our common stock and preferred stock and stock splits. The Risk Committee operates pursuant to the Risk Committee Charter, available on our website https://investors.voya.com.

	Members: 7 ■S. Biff Bowman ■Yvette S. Butler ■Jane P. Chwick ■Kathleen DeRose (Chair, pictured) ■Hikmet Ersek ■Ruth Ann M. Gillis ■Robert G. Leary Number of Meetings in 2024: 5



	26	Voya 2025 Proxy Statement


	Technology Committee


				Key Responsibilities: The Technology Committee is primarily responsible for reviewing the Company’s technology strategy and its duties include: ■Reviewing the Company's technology strategy and policies; ■Monitoring the health and efficiency of the Company's technology infrastructure; ■Monitoring existing and future trends in technology that may affect the Company's strategic plans; and ■Reviewing and making recommendations to the Board with respect to technology investments in support of the Company's technology strategy. The Technology Committee operates pursuant to the Technology Committee Charter, available on our website https://investors.voya.com.

	Members: 7 ■Lynne Biggar ■S. Biff Bowman ■Yvette Butler ■Jane P. Chwick (Chair, pictured) ■Kathleen DeRose ■William J. Mullaney ■Joseph V Tripodi Number of Meetings in 2024: 5


	Executive Committee


				Key Responsibilities: The Executive Committee of the Board is responsible for taking action where required in exigent circumstances, where it is impracticable to convene or obtain the unanimous written consent of the full Board. The Executive Committee operates pursuant to the Executive Committee Charter, available on our website https://investors.voya.com.

	Members: 3 ■Kathleen DeRose ■Ruth Ann Gillis (Chair, pictured) ■Heather Lavallee Number of Meetings in 2024: 4



	Voya 2025 Proxy Statement	27

OUR EXECUTIVE OFFICERS

Management 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.



		Heather Lavallee, President and Chief Executive Officer Age: 55

President and Chief Executive Officer of Voya Financial, Inc. since January 2023. Additional biographical information regarding

Ms. Lavallee is provided above, under “Our Director Nominees.”



		Jay Kaduson, Chief Executive Officer, Workplace Solutions Age: 49

Mr. Kaduson has served as Chief Executive Officer of Workplace Solutions since January 2025. Mr. Kaduson oversees all

aspects of the Company's Health Solutions and Wealth Solutions businesses, which provide benefits and savings products,

technologies and solutions to and through the workplace. Mr. Kaduson also has oversight of the execution of the Company’s

own workplace strategy. Mr. Kaduson has over 25 years of leadership experience in the financial services industry. Prior to

joining Voya, he was a principal at global consulting firm PwC where he led the firm’s growth business along with oversight of

the insurance, retirement and wealth practices. In his roles at PwC, he focused on building high-performing teams focused on

risk management, asset management, value creation and technology.

Mr. Kaduson received a Juris Doctor from the New England School of Law and a bachelor’s degree from Muhlenberg College.



		Michael Katz, Executive Vice President, Chief Financial Officer Age: 49

Mr. Katz has served as Executive Vice President and Chief Financial Officer, overseeing the Company’s Finance organization

since January 1, 2025, prior to which he was the chief financial officer for Voya’s Annuities, Individual Life and Employee

Benefits businesses. Mr. Katz has 25 years of financial services experience across a variety of leadership roles within Voya

and 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 Voya. Before joining Voya, he served in a variety of financial reporting and

planning roles at Aegon.

Mr. Katz is a fellow of the Society of Actuaries and holds a bachelor of science degree in business administration from

Pennsylvania State University.



	28	Voya 2025 Proxy Statement



		Santhosh Keshavan, Executive Vice President and Global Head of Technology and Operations Age: 51

Executive Vice President since March 2021 and Chief Information Officer since 2017, Mr. Keshavan is responsible for the

firm’s technology systems, data and digital organization, information security and infrastructure and global operations. Prior to

joining Voya, Mr. Keshavan held the position of EVP and CIO for Regions Bank based in Birmingham, Alabama, from 2010 to

2017. In this role, he managed core systems, enterprise and corporate systems, and enterprise data services. Previously, Mr.

Keshavan served as vice president for the pricing and cash management division at Fidelity Investments. Prior to that, he held

various positions at SunGard Data Systems (now FIS), eventually being named managing director, International Operations,

with a focus on the retirement services industry. He serves on the boards of the New York Institute of Technology, Voya India,

and as an Independent Director for HDFC Bank, India’s biggest private lender.

Mr. Keshavan has a bachelor’s degree in Computer Science from University of Mysore in India and a master’s of business

administration from the University of Alabama at Birmingham with a major in Information Systems.



		Trevor Ogle, Executive Vice President, Chief Strategy, M&A and Corporate Transactions Officer Age: 48

Serving as Executive Vice President and chief strategy, M&A and corporate transactions officer since September 2022, Mr.

Ogle oversees all aspects of Voya’s corporate strategy, including its organic strategy and its acquisitions, divestitures, and

other strategic transactions, and serves as an advisor to executive management and the board 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 tenure, including

its initial public offering in 2013, Voya’s divestitures of its fixed and variable annuities businesses in 2017 and its Individual Life

business in 2019, and Voya’s acquisitions of Allianz Global Investors’ U.S. asset management business in 2022, Benefitfocus

in 2023 and OneAmerica retirement in 2024, alongside numerous smaller acquisitions and divestitures over the past decade.

Prior to joining Voya, Mr. Ogle was an attorney in the General Practice Group of Sullivan & Cromwell LLP, where he focused

on public and private corporate transactions, securities law, corporate finance, and general corporate law matters.

Mr. Ogle earned his juris doctorate from the University of Toronto and his bachelor’s degree in life sciences from Queen’s

University in Kingston, Ontario, Canada.



	Voya 2025 Proxy Statement	29



		Brannigan Thompson, Executive Vice President, Chief Human Resources Officer Age: 48

Mr. Thompson was appointed as Executive Vice President, Chief Human Resources Officer in August 2023 and is responsible

for Human Resources, Corporate Responsibility and the Voya Foundation. He 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 2000 and has held positions of increasing

responsibility in the United States, the United Kingdom and the Netherlands. 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 Voya’s purpose and vision. Mr. Thompson has provided HR support for each of Voya’s businesses and corporate

functions. He has also led work and teams across various Voya HR functions ranging from talent and leadership development

to performance and rewards management. Prior to joining ING, he was an executive compensation consultant for Towers

Perrin, which is now Willis Towers Watson and branded as WTW.

Mr. Thompson earned a bachelor’s degree in business administration/finance, with a minor in economics, from University of

North Carolina at Chapel Hill.



		My Chi To, Executive Vice President, Chief Legal Officer Age: 52

Ms. To is Executive Vice President and Chief Legal Officer, overseeing all aspects of Voya’s Law, Compliance and External

Affairs department, serving as an advisor to senior management and the Board of Directors on legal, compliance, securities,

and corporate governance matters. She is an Executive Sponsor of Voya's Asian Council. Prior to joining Voya in this role in

2022, Ms. To was executive deputy superintendent of insurance for the New York State Department of Financial Services,

which regulates all health, life and property/casualty insurers doing business in New York. In that role, she led a 500-person

division, including examiners, actuaries and lawyers supervising over 1,600 entities with $5.5 trillion in assets. Previously, Ms.

To was with Debevoise & Plimpton LLP for 21 years, including 14 years as a partner in the firm’s Restructuring Group and

Global Insurance Practice.

Ms. To earned her civil and common law degrees from the University of Ottawa and clerked for the Supreme Court of Canada.

She also holds a master’s degree in political sciences and government from the University of Oxford, where she was Rhodes

Scholar.



	30	Voya 2025 Proxy Statement



		Matthew Toms, Chief Executive Officer, Investment Management Age: 52

Mr. Toms is Chief Executive Officer of Voya Investment Management and leads the strategic direction and operational

performance of the asset management business of the Company, which manages approximately $331 billion in assets under

management (as of March 31, 2024) across public and private fixed income, equities, multi-asset solutions and alternative

strategies for institutions, financial intermediaries and individual investors. Prior to becoming CEO in January 2024, Mr. Toms

was the first global chief investment officer (CIO) at Voya Investment Management. In the global CIO role, he led a team of

investment professionals with broad oversight of investment strategies and solutions across the firm. Prior to becoming global

CIO in 2022, Mr. Toms served as CIO of fixed income. In this role, he led a team of more than 100 investment professionals

who oversaw more than $200 billion in private and public fixed-income assets. He joined Voya Investment Management in

2009 as head of public fixed-income investments. Mr. Toms has over 30 years of asset management experience, both

domestically and internationally. Prior to joining Voya, he worked at Calamos Investments, where he built their fixed-income

business. He also has prior portfolio management experience at Northern Trust and Lincoln National.

Mr. Toms earned a Bachelor of Business Administration degree from the University of Michigan and is a CFA® Charterholder.



		Rachel Tressy, Executive Vice President, Chief Auditor Age: 55

Ms. Tressy is Executive Vice President and Chief Auditor, a position she has held since October 2024, overseeing the Internal

Audit and Financial Control Risk teams, providing independent, objective assurance and advisory services designed to add

value, improve operations and support the Audit Committee in fulfilling its oversight role. She joined Voya in 2016, and has

held positions of increasing responsibility across business, risk management and audit functions. Before joining Voya, she

spent over 15 years at the Cigna Group in audit and business roles. Ms. Tressy began her career at Ernst & Young. Ms. Tressy

serves on the board of directors for Wheeler Heather as the vice chair, also serving on the Executive and Quality Committees

and as chair of the Audit Committee. She also serves on the boards of Grace Academy and the Connecticut Society of CPAs

and is an executive sponsor of Voya’s Women’s Council.

Ms. Tressy earned her Master of Business Administration in accounting at the University of Connecticut, and her bachelor’s

degree in political science from Holy Cross College. She holds CPA, CIA, CRMA and NACD.DC designations.



	Voya 2025 Proxy Statement	31

SHAREHOLDER ENGAGEMENT

We value the feedback and perspectives of our shareholders and have a long-standing practice of active engagement with

them. In 2024, we continued Voya’s annual shareholder outreach program. Our discussions with shareholders focused on

Voya's corporate governance, executive compensation program, disclosure practices and sustainability priorities.

Our shareholder engagement is founded on principles of transparency, trust and accountability. We seek to facilitate dialogue

with key stakeholders, strengthen long-term relationships with shareholders, and evolve our communications and corporate

governance processes in response to feedback.

Our fall shareholder outreach is conducted by the Investor Relations team and includes select members of our Management

Executive Committee. We also meet with the investment community throughout the year. The team shares feedback from the

investment community with our management team and Board to deepen their understanding of shareholder perspectives.

Investor presentations are made available on the Investors — Events and Presentations section of Voya’s investor relations

website at https://investors.voya.com. These investor presentations, as well as any other information on the website, are not

incorporated by reference into this proxy statement.

In 2024, we reached out to our top 40 shareholders, representing 80% of Voya's outstanding shares

and solicited feedback through 100% of those who requested to meet with us, including 7 shareholders,

which represented nearly 22% of the Company's outstanding shares.

Shareholder meetings offered

to 80% of the Company's

shareholder base

Met with 100% of

shareholders

who accepted our offer

Discussions and feedback

from holders of 22% of

outstanding shares

Management & Shareholders

■Discuss feedback and annual

meeting vote results

■Review regulatory developments and

compensation trends

■Plan fall engagement (who to contact

and proposed topics to discuss)

Management & Shareholders

Comprehensive engagement

with shareholders to:

■Solicit feedback

■Discuss developments in business

and strategy, Board and corporate

governance matters, executive

compensation, inclusive culture, and

environmental stewardship

Board & Management

■Pre-annual meeting engagement

■Discuss items on annual meeting

agenda

■Gather feedback

■Provide update on changes

Board & Management

■Review fall shareholder feedback with

Board and management

■Determine changes to corporate

governance and compensation programs

as proxy statement is drafted

■Potential shareholder follow-up and

proxy disclosure enhancements



	32	Voya 2025 Proxy Statement

Part II: Compensation Matters

Proposal 2. Advisory Vote to Approve Executive Compensation

Section 14A of the U.S. Securities Exchange Act of 1934 (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 2024 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 that we 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 2024 Proxy” and related compensation tables and narrative appearing on pages 53

through 54 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 the next advisory vote will take place at our 2026 Annual Meeting of Shareholders.

Board Recommendation: Our Board unanimously recommends that shareholders vote FOR the resolution approving

the compensation paid to the NEOs.



	Voya 2025 Proxy Statement	33

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis describes our compensation objectives and reviews compensation decisions for

our NEOs. For 2024, our NEOs were as follows:



	Name	Position

	Heather Lavallee	President and Chief Executive Officer
	Donald Templin(1)	Former Executive Vice President, Chief Financial Officer
	Robert Grubka(2)	Former Chief Executive Officer, Workplace Solutions
	Matthew Toms	Chief Executive Officer, Investment Management
	Santhosh Keshavan	Executive Vice President and Chief Information Officer

	Former Executive Officer

	Rodney O. Martin, Jr.(3)	Former Executive Chairman

(1)Mr. Templin has transitioned to Strategic Advisor to the Company, effective January 1, 2025.

(2)As previously announced, Mr. Grubka's employment terminated on December 31, 2024.

(3)As previously announced, Mr. Martin retired from Voya on February 29, 2024.

CEO Succession

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 retired from the Company and the Board. Voya’s executive compensation practices played

an especially important role in positioning the Company for ongoing operational and financial success during this transition.

2024 Business Highlights

The Company recorded $626 million, or $6.17 per diluted share, in full-year 2024 net income available to common

shareholders and $736 million, or $7.25 per diluted share, in full-year 2024 after-tax adjusted operating earnings. In 2024, the

Company generated approximately $650 million of excess capital, which was approximately 90% of after-tax adjusted

operating earnings. During the year, the Company delivered on our plan to return $800 million of excess capital to

shareholders through share repurchases and dividends. For additional information highlighting our 2024 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 - Non-GAAP Financial Measures.

Shareholder Outreach

Voya has had a long history of shareholder support and positive outcomes on our say-on-pay votes. We received 98.2%

support in 2024, marking a strong rebound from our disappointing 2023 say-on-pay support level of 59.7%. We believe that

this strong support reflects the responsive changes we made to our executive compensation program and disclosures and

extensive investor outreach to understand our shareholders’ concerns.

Our shareholders communicated to us the value of active dialogue and we continued our investor outreach in the fall of 2024.

We extended meeting invitations to 40 shareholders, representing approximately 80% of our outstanding shares, and met with

100% of those who requested to meet with us, including seven shareholders representing approximately 22% of our

outstanding shares. The feedback received was overwhelmingly positive. Shareholders reinforced the importance of

alignment of pay and performance and commended the changes to our compensation programs in response to their concerns,

and appreciated the increased disclosures regarding our programs. The Compensation, Benefits and Talent Management

Committee will continue to consider additional feedback we receive from our shareholders, as well as the results of our annual

shareholder advisory votes, when reviewing our executive compensation programs and policies.



	34	Voya 2025 Proxy Statement

Key 2024 Compensation Actions

The primary elements of our total direct compensation program for the NEOs and a summary of the actions taken by the

Compensation Committee with respect to 2024 are set forth below.

Incentive

Type

Compensation

Element

Form of

Compensation

Performance

Metric

Objective/Purpose

Subject to

Clawback

and

Forfeiture

Key 2024

Actions and

Outcomes

Fixed

Base salary

Cash

Compensates NEOs for the

day-to-day services performed

for the Company. Attracts and

retains talented executives

with competitive

compensation levels.

Yes

Base salary adjustment

made for Mr. Toms in

connection with his

changed roles and

responsibilities.

Variable

Annual cash

incentive

compensation

Cash

Adjusted Operating

Earnings (50%)

Adjusted Operating

Return on Allocated

Capital (35%)

Strategic Indicators,

with quantitative

measures (15%)

Motivates executives to

achieve performance goals

selected based on the

Company’s annual business

plan.

Pay differentiation based on

business and individual

performance.

Yes

Performance was

below target for

Adjusted Operating

Earnings and Adjusted

Operating Return on

Allocated Capital and

above target for

Strategic Indicators,

resulting in a 73%

funding level.

Variable

Long-term equity-

based incentive

compensation—

granted based

upon prior year

performance and

other factors

Performance

Stock Units

(PSUs) weighted

55%

Restricted Stock

Units (RSUs)

weighted 45%

PSUs have forward-

looking performance

vesting conditions for

the 2025-2027 period

based on the following

metrics:

Relative Total

Shareholder Return

(TSR) (50%)

Adjusted Operating

Earnings Per Share

(EPS) (30%)

Adjusted Operating

Return on Equity

(ROE) (20%)

Equity-based compensation

helps to create a culture that

is focused on long-term value

creation and enables retention

of share ownership, and is

used to retain executive

talent.

PSUs are subject to 3-year

cliff-vesting.

RSUs vest annually in three

equal installments.

We forward disclose the

relative TSR goals but only

disclose the Adjusted

Operating Return on Equity

and Adjusted Operating

Earnings Per Share goals;

after completion of the

performance period.

The performance group for

evaluating our relative TSR

achievement consists of

companies in our 2024

Comparison Group (refer to

page 39).

Yes

Performance for the

2022-2024 period was

below target for

Adjusted Operating

ROE, Adjusted

Operating EPS, and

relative TSR, resulting

in payout of 78% of

target for the PSUs

granted in 2022.

Variable

2022 One-Time

Award in

connection with

leadership

transition

Performance

Stock Units

(weighted 80% for

CEO; 70% for

non-CEO

grantees)

Restricted Stock

Units (weighted

20% for CEO;

30% for non-CEO

grantees)

PSUs have six stock

price vesting hurdles

ranging from $69.10/

share to $119.10/

share (2x the grant

price of $59.55/

share), measured

over a 3- year

performance period.

CEO RSUs cliff-vest

on July 1, 2025; non-

CEO RSUs vest

ratably in three annual

tranches over three

years.

The one-time award was

intended to focus then CEO-

elect, Heather Lavallee, on

achieving business objectives

resulting in stock price

appreciation, retain the

executive team over the next

three years, and help build

meaningful stock ownership.

The PSUs were designed to

specifically incentivize

significant and sustained

stock price performance.

Yes

The second stock price

hurdle of $79.10/share

was achieved on

October 25, 2024;

however, the earned

PSUs will vest on June

30, 2025 for the CEO

and October 25, 2025

for other eligible NEOs.



	Voya 2025 Proxy Statement	35

Why We Use These Performance Metrics in Our Incentive Compensation Program

Our incentive compensation components consist of: (1) annual cash incentive awards that incentivize our NEOs to achieve

pre-determined annual Company goals and individual performance with respect to such Company goals, and (2) long-term

equity based incentive awards that incentivize our NEOs to increase shareholder value over a sustained period of time and to

achieve pre-determined long-term Company performance goals, which align the interests of our NEOs with the interests of our

shareholders.

We believe that the use of a portfolio of performance metrics in the incentive compensation program, reflecting operating

profitability, capital efficiency, return on equity and relative stock price, are appropriate to motivate our executives to achieve

outstanding results in any fiscal year, and, at the same time, help build long-term value for shareholders. We describe why we

use these metrics in detail below.

Annual Cash Incentive Compensation:

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 believe that the Adjusted Operating Return on Allocated 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 — Non-GAAP Financial Measures.

Strategic Indicators

The strategic indicators are a portfolio of 6 quantitative indicators. The indicators are key metrics that drive financial

performance and provide indications of current and future growth or net profit trajectories, such as organic growth from net

flows or in-force premium and fees, customer satisfaction, and operating margins. The 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)

This TSR metric provides a measure of relative performance to our compensation 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 TSR comparator group is periodically updated to be current with how investors view

relative performance. For the 2025 PSU award granted in respect of 2024 performance, the performance group for evaluating

our relative TSR achievement consists of companies in our 2024 Comparison Group (refer to page 39).

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)

We believe that Adjusted Operating ROE is a good metric by which to measure management’s performance and base

compensation decisions because it measures the earnings contributions of all our segments, including Corporate. This metric

drives excess capital that 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. Adjusted Operating ROE is a non-GAAP financial measure. See

Exhibit A — Non-GAAP Financial Measures.



	36	Voya 2025 Proxy Statement

2024 NEO Compensation

The following table shows the base salary actually earned during 2024 as well as annual cash incentives paid and equity

awards granted to our NEOs in first quarter 2025 for the 2024 performance year.


			Long-Term Incentive (LTI) Grant Value


	Annual Base Salary	Annual Cash Incentive	PSUs	RSUs	Total LTI	Total Compensation for 2024

Ms. Lavallee	$950,000	$1,560,375	$3,918,750	$3,206,250	$7,125,000	$9,635,375
Mr. Templin(1)	$800,000	$1,168,000	$—	$—	$—	$1,968,000
Mr. Grubka(2)	$650,000	$—	$—	$—	$—	$650,000
Mr. Toms(3)	$622,159	$1,505,625	$1,417,969	$1,160,156	$2,578,125	$4,705,909
Mr. Keshavan	$600,000	$876,000	$825,000	$675,000	$1,500,000	$2,976,000

Former Executive Officer

Mr. Martin(4)	$170,833	$275,994	—	—	—	$446,827

(1)Mr. Templin transitioned from the role of Executive Vice President, Chief Financial Officer to Strategic Advisor as of January 1, 2025.

Pursuant to the terms of that transition, he was not eligible for a long-term incentive award in 2025.

(2)Mr. Grubka's employment terminated on December 31, 2024. In accordance with the terms of Voya’s Severance Plan for Senior

Managers, Mr. Grubka's termination is a qualifying termination without cause, and he was therefore eligible for severance payments and

benefits. Amounts shown reflect amounts for Mr. Grubka's 2024 employment and do not include severance payments and benefits.

Please see discussion and tables in “Summary Compensation Table” on page 53 and ‘‘Potential Payments upon Termination or Change

in Control’’ on page 65.

(3)Mr. Toms salary is based on his annualized base salary of $500,000 from January 1, 2024 through January 8, 2024 and an annualized

base salary of $625,000 from January 9, 2024 through December 31, 2024.

(4)Mr. Martin's 2024 salary is based on his actual salary paid from January 1, 2024 to February 29, 2024, his date of retirement. Mr. Martin’s

compensation is pursuant to a pre-existing employment contract. Please see discussion in “Employment Agreements” on page 64.

The information contained in this supplemental table differs substantially from the total direct compensation information

contained in the “Summary Compensation Table” for 2024 because the stock awards and option awards columns for a

particular year in the “Summary Compensation Table” report awards actually granted in that fiscal year (not equity awards

granted in respect of the preceding performance year). For example, for 2024, the “Summary Compensation Table” includes

awards made in February 2024 in respect of the 2023 performance year but does not include awards made in February 2025

in respect of the 2024 performance year. On the other hand, the information presented above includes stock-based grants

made in February 2025 in respect of the 2024 performance year and not the stock-based grants made in February 2024 in

respect of the 2023 performance year. The table above is not intended to be a substitute for the reporting of compensation in

accordance with SEC rules as shown in the 2024 Summary Compensation Table beginning on page 55.



	Voya 2025 Proxy Statement	37

2024 Executive Compensation Structure and Pay Mix is Aligned with Performance

Approximately 90% of the total compensation delivered to our CEO and 86% delivered to our other NEOs in 2024 was

variable. This excludes Mr. Templin who did not receive a long-term incentive award for 2024 performance in 2025 due to his

transition to the Strategic Advisor role, Mr. Grubka who did not receive an annual incentive or long-term incentive award for

2024 performance in connection with his termination without cause, and Mr. Martin who retired in 2024. By variable, we mean

that there is no guarantee that executives will actually realize the originally intended “target” compensation values. This

variable feature demonstrates management’s alignment with shareholders’ interests, as the delivery of the variable

compensation is dependent on performance, including our stock price. We believe that the mix of compensation, the allocation

between cash and equity, the time horizon between short-term and long-term, and the differentiation between fixed and

variable compensation collectively provide appropriate incentives to motivate near-term performance, while providing

significant incentives to keep executives focused on longer-term corporate goals that drive shareholder value.

Our Executive Compensation Philosophy

The following principles help guide and inform the Compensation, Benefits and Talent Management Committee in delivering




	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.

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.



	38	Voya 2025 Proxy Statement

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.



	Key Compensation-Related Governance Practices


	What we do:		What we don’t do:


	✔Significant percentage of target annual compensation is delivered in the form of variable compensation tied to performance. ✔Long-term objectives are aligned with the creation of shareholder value. ✔Performance assessment of the CEO is conducted by the Compensation, Benefits and Talent Management Committee with input from all independent directors and advice from the Committee’s independent compensation consultant. ✔A majority of long-term incentive equity grants to our NEOs are in the form of performance share units (PSUs). ✔The Compensation, Benefits and Talent Management Committee’s independent compensation consultant performs services only for the Committee. ✔Executive perquisites are limited and do not include tax gross-ups. ✔Executives are subject to a rigorous clawback policy that exceeds the NYSE listing requirements. ✔Compensation programs do not encourage excessive risk-taking. ✔Executives are subject to robust stock ownership guidelines.		✘No automatic single-trigger acceleration of equity awards in a change in control transaction. ✘No “liberal share recycling” or dividends / dividend equivalent rights for stock options or stock appreciation rights. ✘No excise tax gross-up provisions. ✘No re-pricing of stock options or stock appreciation rights permitted without shareholder approval. ✘No hedging or pledging of Voya securities is permitted under Company policy.

Participants in the Process to Determine Compensation

Compensation, Benefits and Talent Management Committee and the Board

The Committee is responsible to our Board 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 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 Talent Management Committee also receives input from all of the independent

directors in assessing CEO performance and reviewing CEO compensation.



	Voya 2025 Proxy Statement	39

For the CEO, the Compensation, Benefits and Talent Management Committee also receives input from all of the independent

directors in assessing CEO performance and reviewing CEO compensation.


Chief 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 retains Frederic W. Cook & Co., Inc. (FW Cook) to serve as its independent executive compensation consultant. FW Cook regularly attends Committee meetings and assists and advises the Committee in connection with its review of executive compensation policies and practices. FW Cook provides 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 conducted an evaluation of FW Cook to assess performance. The Committee has reviewed and confirmed the independence of FW Cook. FW Cook does not perform any other work for management.

Evaluating Market Competitiveness

Comparison Group

The Compensation, Benefits and Talent Management Committee has established a comparison group of peer companies, with

the assistance and advice of the Company’s management and FW Cook. The Committee uses this comparison group, in part,

to evaluate the Company’s compensation policies and practices, and as a means by which to measure the compensation

packages of its executives. In establishing the comparison group, the Committee considers certain factors, including whether

potential member companies competed with us in the same competitive labor market or in similar lines of business, the

potential member companies’ market capitalization and various other factors, including the revenues, workforce size and

assets under management or assets under administration of potential member companies, and ensures that the group is

consistent with how investors assess relative performance.

The Committee intends to review the comparison group annually to ensure the relevance of the group and to evaluate any

changes in the Company’s own business mix as well as those of the peer companies.

For 2024, the comparison group of companies considered by the Committee (Comparison Group) for competitive data for all of

our NEOs was the same as the 2023 Comparison Group, except for the addition of CNO Financial Group, Inc., and included

the following companies:

■Alight, Inc.

■Ameriprise Financial, Inc.

■CNO Financial Group, Inc.

■Conduent, Inc.

■Equitable Holdings, Inc.

■Franklin Resources, Inc.

■The Hartford Financial

Services Group, Inc.

■Health Equity, Inc.

■Invesco Ltd.

■Lincoln National Corp.

■MetLife, Inc.

■Northern Trust Corporation

■Principal Financial Group, Inc.

■Prudential Financial, Inc.

■T. Rowe Price Group, Inc.

■Unum Group

The 2025 Comparison Group will be the same as the 2024 Comparison Group, except that we will remove MetLife Inc. and

Prudential Financial Group, Inc. and add Corebridge Financial, Inc. These changes will be made as a result of the

Compensation, Benefits and Talent Management Committee's annual review of the peer group companies to better align the

peer group to Voya from both a median revenue and market capitalization perspective.



	40	Voya 2025 Proxy Statement

Surveys and Competitive Data

As part of its 2024 compensation review, the Compensation, Benefits and Talent 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 (Willis Towers Watson Survey) and a survey of investment management

companies prepared by McLagan (McLagan Survey), a consulting firm that provides market pay and performance information

in the financial services industry.

The 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

Committee solely takes into consideration proxy data of the Comparison Group. The identity of the individual companies

comprising the survey data is disclosed to the Committee in its evaluation process.

Determination of 2024 Compensation

In late 2023 and early 2024, the Compensation, Benefits and Talent Management Committee met multiple times to consider

the compensation opportunity that would be provided to the Company’s NEOs and other senior executives during 2024. 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 2024 and early 2025, the Committee met multiple times to evaluate the Company’s and individual performance in order to

determine 2024 compensation.

Base salary

Mr. Martin’s salary is set in accordance with his employment agreement. The 2024 base salary for our other NEOs was

reviewed taking into account several factors, including the NEOs’ experience, responsibilities, 2023 performance, 2023 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 within the Comparison Group and the survey data. Based on these

criteria, the NEOs’ 2024 annual base salaries are set forth in the table below.



	2023 Annual Base Salary	2024 Annual Base Salary	Increase / (Decrease) (%)

Ms. Lavallee	$950,000	$950,000	No change
Mr. Templin	$800,000	$800,000	No change
Mr. Grubka	$650,000	$650,000	No change
Mr. Toms(1)	$500,000	$625,000	25%
Mr. Keshavan(1)	$600,000	$600,000	No change

Former Executive Officer

Mr. Martin(2)	1,025,000	$1,025,000	No change

(1)Mr. Toms and Mr. Keshavan were not NEOs in 2023.

(2)Mr. Martin retired on February 29, 2024, and his actual base salary paid from January 1, 2024 to February 29, 2024 was $170,833.

Annual cash incentive compensation

Our annual cash incentive program is designed to reward participants based on critical financial results and for their annual

contributions to those results. Individual incentive awards are based on an annual evaluation of business performance and

each NEO’s individual performance.

In this CD&A, references to 2024 annual cash incentive compensation awards are to the annual cash incentive compensation

amounts that were paid to NEOs in March 2025, which were designed to recognize individual and Company performance

during 2024. As described in more detail below, an NEO’s annual cash incentive award is determined after taking into account

the performance of the Company under several financial measures relative to quantitative goals set forth at the beginning of

the fiscal year and based on a qualitative assessment of individual performance and other factors considered relevant by the

Compensation, Benefits and Talent Management Committee.



	Voya 2025 Proxy Statement	41

The Compensation, Benefits and Talent Management Committee determined 2024 annual cash incentive compensation for

our NEOs by applying a multi-step process:

Target annual cash incentive

opportunity was determined

for each NEO in the

beginning of the performance

year as a percent of their

base salaries

Preliminary payout amounts

for each NEO are calculated,

based on target opportunity

and Company performance on

the pre-established financial

and strategic metrics

Based on a qualitative

assessment of each NEO's

performance, individual

payout is determined

Each of these steps is described in more detail below:

Step 1: Establishment of Annual Cash Incentive Compensation Target and Maximum Opportunity. Each NEO’s 2024 target

annual cash incentive opportunity was originally determined under the terms of the respective employment agreement or offer

letter, and reviewed by the Compensation, Benefits and Talent Management Committee in early 2024 or in connection with his/

her promotion, with reference to the compensation amount publicly disclosed by the Comparison Group to assess

competitiveness. The target and maximum annual cash incentive amounts were considered as one element of our NEOs’

overall total direct compensation opportunities, and, based in part on this review, total direct compensation opportunities were

set with reference to median total target compensation as reflected in the comparative data.

The target 2024 annual cash incentive award opportunities for the NEOs, as a percentage of 2024 base salary, were as

follows:



	Annual Base Salary	2024 Target Annual Cash Incentive	Target Annual Cash Incentive as % of Base Salary

Ms. Lavallee	$950,000	$2,137,500	225%
Mr. Templin	$800,000	$1,600,000	200%
Mr. Grubka	$650,000	$1,950,000	300%
Mr. Toms(1)	$625,000	$1,875,000	300%
Mr. Keshavan	$600,000	$1,200,000	200%

Former Executive Officer

Mr. Martin(2)	$1,025,000	$2,306,250	225%

(1)Mr. Tom’s 2024 base salary was increased in connection with his promotion to CEO of Investment Management in January 2024.

(2)Mr. Martin retired on February 29, 2024. Per the terms of his employment contract, he was eligible for an annual cash incentive award

based on a prorated target of $378,074.

The maximum 2024 annual cash incentive opportunity was capped at two times the target award opportunity for all NEOs.

Step 2: Establishment of Preliminary Annual Cash Incentive Compensation Amounts. Preliminary annual cash incentive

amounts were determined based on Company performance in 2024 against target performance levels set by the

Compensation, Benefits and Talent Management Committee during the first quarter of 2024, based on business forecasts and

projections. Achievement against these targets was assessed by the Committee during the first quarter of 2025, following the

availability of Company financial information for 2024.



	42	Voya 2025 Proxy Statement

For 2024 annual cash incentive awards, preliminary annual compensation amounts were based on the target annual cash

incentive compensation amounts for each of our NEOs, and on the Company financial performance under pre-established

financial and strategic measures: Adjusted Operating Earnings, Adjusted Operating Return on Allocated Capital, and Strategic

Indicators. Please see discussion above under “Key 2024 Compensation Actions” and “Why We Use These Performance

Metrics in Our Incentive Compensation Program” for the rationale for using these measures in the annual cash incentive

program. Performance between levels are subject to straight-line interpolation. Each of Adjusted Operating Earnings and

Adjusted Operating Return on Allocated Capital is a non-GAAP financial measure. See Exhibit A — Non-GAAP Financial

Measures.



	Weight	Minimum Threshold	Target	Maximum	Actual Performance	Payout

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

(1)Each strategic indicator is assigned a rating from 1 to 5; a 3 rating indicates that the performance met the target.

The strategic indicators are a portfolio of six quantitative indicators. The indicators are key metrics that drive financial

performance and provide indications of current and future growth or net profit trajectories, such as organic growth from net

flows or in-force premium and fees, customer satisfaction, and operating margins. The individual strategic goals and

associated quantitative targets, which seek to be rigorous, are not disclosed because they relate to our internal business

objectives, and external disclosure would result in competitive harm to Voya. However, the indicators align with metrics that we

periodically share with investors on our quarterly earnings calls.

The average performance rating for the 2024 portfolio of strategic indicators was 3.5 due to strong organic growth in all three

segments (Wealth Solutions, Health Solutions, and Investment Management), in particular $12.5 billion of net flows in

Investment Management. Results also reflected above target customer satisfaction scores in our Wealth and Health call

centers and strong underlying one-year and three-year investment performance compared to peers within Investment

Management. This was partially offset by below-target margins in our Health Solutions segment primarily due to elevated

claims in our Stop Loss business.

Step 3: Individual Assessment and Determination of

Individual Annual Cash Incentive Award.

Following determination of the preliminary annual cash

incentive amounts, the Compensation, Benefits and Talent

Management Committee qualitatively assessed each NEO’s

performance based on performance objectives that included

individualized qualitative performance goals and business

line or functional area performance. In the case of NEOs

other than Ms. Lavallee, the views of Ms. Lavallee with

respect to such performance were considered by the

Committee as part of this assessment. The results of this

assessment were as follows:

Under Ms. Lavallee’s leadership, the Company achieved a

number of significant accomplishments during 2024. These

include, but are not limited to:

■Financial results: Delivered solid performance with

growth in Wealth Solutions and Investment Management

driving a 3% increase in Adjusted operating EPS. Voya

also returned $800 million of capital to shareholders in

line with expectations.

■Strategic execution: Voya expanded through two key

transactions. First, through the acquisition of

OneAmerica’s full-service retirement business, Voya

added $60 billion in accretive assets, including $4 billion

of spread-based assets, which is expected to increase

net revenue by at least $200 million and pre-tax adjusted

operating earnings by $75 million in 2025. Second, Voya

closed its anchor investment in Sconset Re, a Bermuda

sidecar for Allianz Life annuities, enhancing Voya's

position in insurance and annuities markets and

strengthening our relationship with Allianz.

■Wealth Solutions: Adjusted operating earnings

were up 30% year-over-year, with net revenue

growth and adjusted operating margin exceeding our

2024 full year targets. Wealth Solutions grew the

number of participant accounts to 7.5 million and

generated $2 billion of defined contribution net flows

in 2024, demonstrating continued commercial

momentum.

■Health Solutions: While Voya reported earnings

below expectations due to unfavorable loss ratios in

the Stop Loss business, Voya has taken corrective

actions. Meaningful rate increases and strengthened

underwriting risk selection are expected to drive

material improvement in net underwriting results in

2025.

■Voya Investment Management: Delivered record

net flows of over $12 billion, which represents



	Voya 2025 Proxy Statement	43

organic growth of over 4%, exceeding our targets.

Commercial momentum and expense discipline

drove adjusted operating earnings up 20% year-

over-year and margin expansion above targets.

■Advanced our purpose through initiatives supporting

clients, colleagues and communities. For example, Voya

is collaborating with Empathy, a comprehensive, on-

demand concierge service helping bereaved families

navigate financial, legal and personal challenges after a

loved one passes. In partnership with Easterseals, Voya

Cares® released Disabled Veterans and employers:

moving from surviving to thriving, a report underscoring

the importance for companies to understand more about

the needs of veterans with disabilities. Voya

demonstrated generosity through the 2024 Employee

Giving Campaign, reaching 54% participation and raising

$1.5 million with a Voya Foundation match to support

more than 1,700 nonprofit causes. Lastly, Voya

implemented the Employee Experience Champion

Network, a group of employees from across the

enterprise focused on improving the experience of

working at Voya.

■Strengthened organization with efforts supported by

robust talent succession, development and acquisition:

executed transitions of the CEO of IM role from Christine

Hurtsellers to internal successor Matthew Toms in

January 2024, the CFO role from Don Templin to internal

successor Mike Katz in December 2024, and the CEO of

Workplace Solutions role from Robert Grubka to Jay

Kaduson in January 2025.

■External Recognitions: The Hartford Business Journal

honored Ms. Lavallee with a 2024 C-suite award for her

“commitment to excellence to various stakeholders,

including investors, employees and the broader

community.” Voya was recognized by several third-party

groups for its excellent business practices, welcoming

environment, and employee culture. These include being

named a World’s Most Ethical Company by Ethisphere

(11th consecutive year) and a Great Place to Work by the

Great Place to Work Institute (ninth consecutive year);

receiving a perfect score of 100 on Human Rights

Campaign’s 2023-2024 Corporate Equality Index (18th

consecutive year); earning a Best Place to Work for

Disability Inclusion designation on Disability:IN’s

Disability Equality Index (seventh consecutive year); and

being in Dow Jones’s 2023 Sustainability Index (eighth

consecutive year and the most recent year when the

index was published).

Under Mr. Templin’s leadership, the Company accomplished

the following:

■Returned $800 million of capital to shareholders

through dividends and share repurchases despite

elevated loss ratios in the 2024 Stop Loss business.

■Engaged Health Solutions team to execute meaningful

rate increases and strengthen risk selection around the

January 2025 Stop Loss business. This is expected to

drive improved net underwriting gains in 2025.

■Positioned the Company's financial health for future

growth:

■Increased common stock dividend by 12.5%

while maintaining a conservative payout ratio.

■Drove continued discipline around expense

management.

■Identified opportunities to enhance earnings on

cash held in the business given the higher

interest rate environment.

■Prudently managed the balance sheet with

excess capital above our 375% target and

leverage within our 25-30% target, excluding the

debt maturity in 2025.

■Successfully issued $400 million of debt in

anticipation of the 2025 debt maturity.

■Completed the final phase of the accounting

system integration related to the Benefitfocus

acquisition.

■Supported critical activities related to the

OneAmerica retirement business acquisition.

■Executed successful transition to a new CFO.

Under Mr. Grubka’s leadership, the Company accomplished

the following:

■Financial results:

■In Wealth Solutions, net revenue of $2.1 billion,

excluding notable items, was close to $100 million

above target, along with a record high adjusted

operating margin, excluding notable items, of

41.4%.

■In Health Solutions, net revenue of $982 million

decreased by 19% year over year and adjusted

operating earnings declined to $40 million, driven

primarily by the unfavorable loss ratio in the Stop

Loss business.

■Strategic execution:

■The OneAmerica acquisition, which adds

strategically attractive scale to our Full Service

block, provides Voya with a broader set of

capabilities, and expands our distribution footprint.

■Launched revitalization of Voya's Retail Wealth

Management business, a multi-year investment in

people, process, and products.

■Voya kicked off Leave and Disability in-sourcing

efforts, completing initial major milestones,

underwriting fee-based products, and launching a

new absence portal.

■Operational excellence:

■Developed customer-centric enhancements and

new capabilities across several Wealth Solutions

digital solutions, including Customer Dashboard,

Sponsor Web, VPro and myVoyage.

■Delivered solutions that help improve financial

outcomes for employees, including automatic

payments for wellness benefits on Supplemental

Health offerings via medical claims integration, a



	44	Voya 2025 Proxy Statement

more integrated and user-friendly home page for

BenefitFocus, and the launch of our new logged-in

claims experience.

■Launched the Advancing Customer Centricity

program, introduced innovative and iterative

solutions in our customer contact center (predictive

routing and frequent caller routing solution to

reduce call-backs and remove friction), and

improved customer experiences - for example,

through streamlined death certificate requirements

across Health and Wealth and straight-through-pay

for life claims up to $5,000.

Under Mr. Toms' leadership, the Company accomplished the

following:

■Financial results: Voya Investment Management's

diversified and globally distributed investment strategies

delivered strong results in 2024. Net revenues, excluding

notable items, were up 8% and adjusted operating

earnings were up 20% year-over-year, with adjusted

operating margin, excluding notable items, improving

4.0% for the year (24.9% to 28.9%). This commercial and

financial success is ahead of original targets against the

backdrop of a still challenging industry backdrop for

active investment managers.

■Commercial momentum improved notably with four

consecutive quarters of positive net flows totaling

$12.5 billion, an organic growth rate above 4%

driven by momentum in both Institutional and

Intermediary channels.

■Strategic execution: Growth priorities to drive business

success centered around Voya IM’s competitive

advantages: building momentum in Insurance, scaling

private & alternative investment strategies, optimizing

relationship with Wealth affiliate, optimizing U.S.

intermediary channel, leveraging international distribution

as a growth catalyst.

■Voya IM’s leading market position in insurance

asset management continues to be a competitive

advantage. Voya IM partners with over 70 external

insurance clients and managing nearly $60 billion of

assets, including our expanded relationship with

Allianz in establishing Sconset Re.

■Investment Management was named Private

Markets Manager of the Year in the $50 billion+ in

Insurance AUM category, Real Estate Manager of

the Year at the inaugural Insurance Investor | North

American Awards 2024.

■Implemented technology and operations

infrastructure as a foundation for our data driven

operating model, positioning us to better serve our

clients as we scale the business.

■Voya IM continued to develop new products and

wrappers in which to deliver our existing investment

solutions, serving the evolving needs of clients

globally across both Institutional and Intermediary

channels and enabling us to remain competitive in a

quickly evolving industry.

■Operational excellence: Maintained stable operations

with minimal disruption and no significant operational

issues, with quick recoveries from significant outages

such as the Crowdstrike outage, actively monitored

themes and patterns specific to client experience, and

prioritized investment for growth.

■Successfully onboarded over 30 clients across 70+

mandates, while executing a continuous

improvement initiative to reduce operational risk.

■Continued investment to enhance our operating

model, enabling further differentiation in our ability

to deliver solutions within both public and private

assets for clients globally.

Under Mr. Keshavan's leadership, the Company

accomplished the following:

■Strategic Execution:

■Successfully completed a multi-year technology

program to upgrade and mature our core

recordkeeping administration functionality, reducing

the Workplace Solutions application sprawl by 26%,

driving $14 million in annual run-rate benefits,

building new capabilities, and driving higher

operational efficiency while continuing to enable a

differentiated customer experience.

■Delivered innovative technology products, solutions

and services to improve customer experiences and

client outcomes.

■Continued to drive functionality,

capabilities and adoption of MyVoyage, an

application that offers individuals a

comprehensive view of their financial

situation, including workplace benefits,

savings accounts, and external accounts

like personal banking and credit accounts,

to better manage their health and financial

well-being.

■Developed and implemented new Health

and Wealth capabilities in key areas:

Hospital Indemnity, Lifetime Life

Insurance, Client Acquisition Group

Underwriting and Medical Underwriting,

Managed Accounts, Lifetime Life Products,

Group Underwriting, Customer

Relationship Management, Case Installer,

non-qualified plan enhancements and

Voya’s Pricing Portal, all of which enable

Voya to maintain competitive advantages.

■Operational Excellence & Financial Stewardship:

■Maintained a strong focus on application

infrastructure stability and availability through a

culture of operational excellence focused on

meeting all stability, operational, resiliency and audit

standards.

■Decreased  Voya-owned issues and

achieved a Mean Time to Resolution

(MTTR) duration in line with our target,

indicating stability in our environment.



	Voya 2025 Proxy Statement	45

■Reduced P2 incidents by 49%,

successfully and timely responded to

CrowdStrike outage, earned top rank in

BitSight Score, matured threat intelligence

and continued progress on our cloud

migration.

■Developed a strong governance and intake process

to test and deploy GenAI solutions for the benefit of

employees and customers. Delivered against initial

use cases for Voya’s GenAI program, building a

solid foundation for advanced Voya AI capabilities,

improved business processes, and enhanced risk

management.

■Enhanced security measures to better protect

Voya’s overall environment and further safeguard

our customer data aligning with our zero-trust

evolution of network security through the

implementation of Zscaler Private Access (ZPA) tool

providing brokered access to applications hosted

on-premises or public clouds, eliminating the need

for direct access to Voya's internal network.

■Decreased run-rate costs, despite labor and

software inflation and growth, primarily due to

proactive expense management against internal

targets to drive greater efficiency and create

opportunity to increase Voya’s investment in

technology for future growth.

■Successfully integrated the AGI U.S. and Voya IM

systems, enabling Voya to reach a broader

international distribution. Continued integration of

our benefits administration capabilities into our

broader Workplace Solutions suite of products,

strengthening our customer experience.

Following this assessment, the Compensation, Benefits and

Talent Management Committee considered the total 2024

compensation package being proposed for each NEO.

Based on this review, the Committee adjusted the annual

cash incentive award payable to each NEO to between 73%

and 80% of the preliminary payout determined as part of

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



	2024 Target Annual Cash Incentive	2024 Target Annual Cash Incentive After Applying 73% Company Funding	2024 Actual Annual Cash Incentive Payment After Applying Qualitative Assessment	% of Actual Payment to Target Opportunity

Ms. Lavallee	$2,137,500	$1,560,375	$1,560,375	73%
Mr. Templin	$1,600,000	$1,168,000	$1,168,000	73%
Mr. Grubka(1)	$1,950,000	$1,423,500	$—	—%
Mr. Toms	$1,875,000	$1,368,750	$1,505,625	80%
Mr. Keshavan	$1,200,000	$876,000	$876,000	73%

Former Executive Officer

Mr. Martin(2)	$2,306,250	$1,683,563	$275,994	73%

(1)Mr. Grubka's employment terminated on December 31, 2024. In connection with Voya's unfavorable stop loss results,which were the

primary driver in the Company's decline in adjusted operating earning, Mr. Grubka did not receive an annual cash incentive award for

2024.

(2)Mr. Martin retired on February 29, 2024. Per the terms of his employment contract, he was eligible for an annual cash incentive award

based on a prorated target of $378,074.

Long-Term Equity-Based Incentive Compensation

Equity compensation is an important element of executive compensation because it aligns executive pay with the performance

of our stock, and in turn the interests of our shareholders. The size of each award is generally based on each NEO’s individual

performance during the year preceding the grant date. We have historically made grants of equity-based awards in February,

in respect of prior-year individual performance.

Equity Grants Made in 2025 for 2024 Performance

For each of our NEOs (other than the CEO), target long-term equity awards with respect to 2024 performance were set and

reviewed by the Compensation, Benefits and Talent Management Committee during 2024, with reference to the survey and



	46	Voya 2025 Proxy Statement

competitive data described above. The target long-term equity incentive amounts were considered as one element of our

NEOs’ overall total direct compensation opportunity, and, based in part on this review, total direct compensation opportunities

were set with reference to median total target compensation as reflected in the comparative data. For equity awards granted in

respect of 2024 performance, we made grants on February 18, 2025. Long-term equity incentive awards to our NEOs were

made on the basis of an evaluation of individual performance and other qualifications during 2024, which evaluations are

described above under “Step 3” of the Annual Cash Incentive Compensation determination process.

As discussed above under “Key 2024 Compensation Actions” and “Why We Use These Performance Metrics,” for the

2025-2027 performance period, the measures approved by the Committee for the PSUs are Adjusted Operating Return on

Equity (weighted 20%), Adjusted Operating Earnings Per Share (weighted 30%) and Relative Total Shareholder Return

(weighted 50%). With respect to the financial goals, the Committee established that performance results meeting target goals

would result in a payout equal to 100% of the target award, while stronger performance would result in increased award levels

up to a maximum payout of 200% of the target award. Performance below target goals would result in a payout of less than

100%, and potentially 0%.

With respect to the relative TSR goal, threshold payout of 50% of target requires at least 25th percentile performance, target

payout requires at least median performance and maximum payout of 200% of target requires 85th percentile or better

performance, with results between points interpolated. Payout on the TSR component of PSUs is capped at target if the

Company’s absolute TSR is negative. For the 2025 PSU award granted in respect of 2024 performance, the performance

group for evaluating our relative TSR achievement consists of companies in our 2024 Comparison Group.

The Committee established the performance goals for the PSUs to encourage strong, focused performance. In establishing

the goals, the Committee considered the economic and market conditions at the time of grant, the Company’s long-range

goals and recent actual performance results, the expectations of investors for future performance, and other factors. These

performance levels are intended to be aggressive but realistic, such that achieving threshold levels would represent minimum

acceptable performance and achieving maximum levels would represent outstanding performance.

The table below sets forth the long-term equity awards granted in 2025 for 2024 performance:



Equity Grants Made in 2025 for 2024 Performance	Total Grant Value ($)	PSU Grant Value ($)	PSUs (#)	RSU Grant Value ($)	RSUs (#)

Ms. Lavallee	$7,125,000	$3,918,750	47,979	$3,206,250	42,371
Mr. Templin(1)	$—	$—	0	$—	0
Mr. Grubka(2)	$—	$—	0	$—	0
Mr. Toms	$2,578,125	$1,417,969	17,361	$1,160,156	15,331
Mr. Keshavan	$1,500,000	$825,000	10,101	$675,000	8,920

Former Executive Officer

Mr. Martin	Not Eligible	—	—	—	—

(1)Mr. Templin transitioned from the role of Executive Vice President, Chief Financial Officer to Strategic Advisor as of January 1, 2025.

Pursuant to the terms of that transition, he was not eligible for a long-term incentive award in 2025 for 2024 performance..

(2)Mr. Grubka's employment terminated on December 31, 2024. He was not eligible for a long-term incentive award in 2025 for 2024

performance.

Although these amounts were granted in respect of 2024 performance, because of the SEC rules governing the presentation

of executive compensation in proxy statements, such amounts do not appear in the table titled “—Summary Compensation

Table” and other tables below under “—Executive Compensation Tables and Narratives” as compensation for 2024, because

such awards were granted in 2025.

Equity Grants Made in 2024 for 2023 Performance

For each of our NEOs (other than the CEO), target long-term equity awards with respect to 2023 performance were set and

reviewed by the Compensation, Benefits and Talent Management Committee during 2023, with reference to the survey and

competitive data described above. The target long-term equity incentive amounts were considered as one element of our

NEOs’ overall total direct compensation opportunity, and, based in part on this review, total direct compensation opportunities

were set with reference to median total target compensation as reflected in the comparative data. For equity awards granted in

respect of 2023 performance, we made grants on February 20, 2024. Long-term equity incentive awards to our NEOs were

made on the basis of an evaluation of individual performance and other qualifications during 2023, which evaluations were

described in the 2024 Compensation Discussion and Analysis.



	Voya 2025 Proxy Statement	47

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



Equity Grants Made in 2024 for 2023 Performance	Total Grant Value ($)	PSU Grant Value ($)	PSUs (#)	RSU Grant Value ($)	RSUs (#)

Ms. Lavallee	$7,125,000	$3,918,750	57,815	$3,206,250	46,474
Mr. Templin	$3,000,000	$1,650,000	24,343	$1,350,000	19,568
Mr. Grubka	$2,047,500	$1,126,125	16,614	$921,375	13,355
Mr. Toms(1)	$1,217,500	$547,875	8,083	$669,625	9,706
Mr. Keshavan	$1,575,000	$866,250	12,780	$708,750	10,273

Former Executive Officer

Mr. Martin	$7,687,500	$4,228,125	62,380	$3,459,375	50,143

(1) Mr. Toms also received non-equity long-term incentive compensation pursuant to a Voya Investment Management incentive plan in

connection with his prior role. See page 64 for additional detail.

Although these amounts were granted in respect of 2023 performance, because of the SEC rules governing the presentation

of executive compensation in proxy statements, such amounts appear in the Summary Compensation Table and other tables

below under “—Executive Compensation Tables and Narratives” as compensation for 2024, because such awards were

granted in 2024.

Payout for Previously Granted PSUs

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



	Weight	Minimum Threshold	Target	Maximum	Actual Performance	Payout

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

Adjusted Operating Return on Equity and Adjusted Operating EPS are non-GAAP financial measures. See Exhibit A — Non-

GAAP Financial Measures. The relative TSR performance group with respect to the 2022 PSU award consisted of the

following companies: Alight, Inc.; Ameriprise Financial, Inc.; AXA Equitable Holdings, Inc.; Conduent Incorporated; Franklin

Resources, Inc.; Hartford Financial Services Group, Inc.; HealthEquity, Inc.; Invesco; Lincoln National Corporation; MetLife,

Inc.; Northern Trust; Principal Financial Group Inc.; Prudential Financial, Inc.; T Rowe Price; and Unum Group.

One-time awards granted in connection with leadership transition

As described in last year's CD&A, in July 2022, as part of our CEO succession and leadership transition, the Company

awarded Ms. Lavallee (then CEO-elect) a one-time, long-term incentive award with a grant date value of $5 million and each

member of the Executive Committee at that time a one-time, long-term incentive award with a grant date value of $1 million.

These one-time grants are consistent with the alignment of our pay-for-performance model to shareholder interests by

rewarding executives’ efforts to achieve sustained share price increases, while encouraging retention of our executive team.

Importantly, 80% of Ms. Lavallee’s grant value and 70% of the grant values made to the other executives were in the form of

performance stock units (PSUs) that could be earned based on achievement of stock price targets, which must be sustained

for at least 30 days, ranging from $69.10 to $119.10 (with $10 achievement hurdles) during the three-year performance period

from July 1, 2022 to June 30, 2025. The PSUs were designed to incentivize significant and sustained outperformance, with

achievement occurring at stock price targets significantly above the Company’s stock price on the grant date ($59.55), which is

very strongly aligned with shareholder interests. The first stock price hurdle of $69.10 was achieved in 2023 and the second

stock price hurdle of $79.10 was achieved in 2024. Any unearned PSUs as of July 1, 2025 will be canceled without any further

consideration.



	48	Voya 2025 Proxy Statement

Vesting of any earned units cannot occur until at least one year following the date earned and the maximum number of PSUs

that could be earned is capped at 150% of the PSU target. The remainder of the grant values was made in the form of

restricted stock units (RSUs), cliff-vesting after three years (on July 1, 2025) for Ms. Lavallee, and vesting ratably over the

performance period (July 1, 2023, July 2024, and July 1, 2025) for the other executives.

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



Segment	Stock Price Target(1)	Earnable # of PSUs through 6/30/25		Earned # of PSUs as of 12/31/2024		Vest Date of Earned PSUs


		Ms. Lavallee	Other NEOs(2)	Ms. Lavallee	Other NEOs(2)	Ms. Lavallee	Other NEOs(2)

1 (earned on 7/1/23)	$69.10	16,792	2,938	16,792	2,938	6/30/25	7/1/2024
2 (earned on 10/25/24)	$79.10	16,792	2,938	16,792	2,938	10/25/25	10/25/2025
3	$89.10	16,793	2,939	0	0
4	$99.10	16,793	2,939	0	0
5	$109.10	16,792	2,938	0	0
6	$119.10	16,793	2,939	0	0

(1)In order to satisfy a stock price target, the average of the Company’s daily volume weighted average price over a trailing 30-day trading

period must equal or exceed the stock price target.

(2)Mr. Grubka, Mr. Toms, and Mr. Martin did not receive this award.

Other Compensation Practices and Considerations

Employment and Severance Arrangements

Each NEO is subject to the Company’s Severance Plan for Senior Managers (Severance Plan) which provides severance

benefits in the event of specified “Qualified Terminations,” generally involving terminations not for Cause (as such term is

defined in the Severance Plan), or, following certain change in control events, voluntary terminations for Good Reason (as

such term is defined in the Severance Plan). The Committee believes that these arrangements: (1) help secure the continued

employment and dedication of our senior executives; (2) enhance the Company’s value to a potential acquirer because our

NEOs have non-competition, non-solicitation and confidentiality provisions that apply after any termination of employment,

including after a change in control of the Company; and (3) are important as a recruitment and retention device, as many of the

companies with which we compete for executive talent have similar agreements in place for their senior management.

Consistent with market practices, we do not provide change in control-related tax gross-ups in the event of a “potential change

in control” or “change in control” during the term. Please see additional information about the Severance Plan under “Executive

Compensation Tables and Narratives - Potential Payments Upon Termination or Change in Control.”

In connection with the CEO succession planning during 2022, the Company entered into an amended and restated

employment agreement with Rodney O. Martin, Jr., and his term as Executive Chairman expired on February 29, 2024 and Mr.

Martin retired from the Company. Please see discussion under “Executive Compensation Tables and Narratives - Employment

Agreements.”

In September 2024, the Company announced the retirement of Mr. Templin in 2025. To facilitate a smooth transition of his

responsibilities as Executive Vice President and Chief Financial Officer, which ended on December 31, 2024, Mr. Templin

entered into an agreement pursuant to which he serves as Strategic Advisor to the Company, in a non-executive officer role,

until later in 2025.

Neither Mr. Martin nor Mr. Templin is eligible for severance payments or benefits in connection with their respective

retirements.

Mr. Grubka's employment terminated at the end of 2024, and he received qualifying severance payments and benefits under

the Severance Plan.



	Voya 2025 Proxy Statement	49

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-term disability 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.

Tax-Qualified and Non-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 as of December 31, 2024”, below, the Company sponsors the Voya Retirement Plan (Retirement Plan), a

tax-qualified, noncontributory, cash-balance formula, defined benefit pension plan for eligible employees.

The Company also sponsors the Voya 401(k) Savings 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 (SERP) and the Voya 409A Deferred Compensation Savings Plan (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 (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 $345,000 for 2024. See the

narrative description preceding the table entitled “—Pension Benefits in 2024” for more detail of the Retirement Plan and the

SERP. See the narrative description preceding the table entitled “Non-Qualified Deferred Compensation Plans Table for 2024”

for more detail of the DCSP.

Perquisites and Other Benefits

During 2024, 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 Talent Management Committee

approved limited personal use of corporate aircraft by Mr. 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. Mr. Martin’s use of

corporate aircraft for personal travel was subject to an annual limit in 2024 of $25,000 in aggregate incremental costs to the

Company, representing a prorated amount based on his retirement date of February 28, 2024. We impute as income the cost

of these perquisites and other benefits. See “—All Other Compensation Table for 2024” below for additional information

concerning perquisites.

Compensation Recoupment Policy

Voya maintains a compensation recoupment policy that permits the Company to recover from employees, directors and

officers all forms of income, including incentive-based or equity-based compensation (time-based and performance-based) in

the event of misconduct. “Misconduct” means willful misconduct, gross negligence, or any failure to make any required report

of the willful misconduct or gross negligence of another person that has resulted in, or could reasonably be expected to result

in, financial or reputational harm to Voya. In addition, Voya’s equity award agreements provide that such equity awards are

subject to clawback under applicable provisions of Voya policy.

Additionally, Voya's policy includes provisions complying with new NYSE listing standards and Section 10D of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”). Additional clawback provisions apply to current or former Section 16

officers in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of

the Company with any financial reporting requirement under the securities laws. Misconduct on the part of the executive is not

required. Under these additional clawback provisions, Voya is required to recoup incentive-based compensation (as that term

is defined in Section 10D of the Exchange Act, which includes our PSU awards and our annual incentive awards) erroneously

received within the three fiscal years preceding the date a restatement is determined to be required.



	50	Voya 2025 Proxy Statement

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

Our personal trading policy applies to all directors, executive officers and employees of the Company and governs the

purchase, sale and other dispositions of Voya securities. We believe the policy is reasonably designed to promote compliance

with insider trading laws, rules and regulations and the NYSE listing standards. Directors, executive officers and employees,

and their respective family members, are prohibited from engaging in any transaction involving Voya securities while in

possession of material nonpublic information relating to Voya, and may not disclose such information (“tip”) to any person who

may trade on such information. This policy also imposes certain quarterly trading window restrictions and pre-clearance

requirements for designated persons and provides guidance on whether, when and how the Company may engage in a

transaction involving Voya securities in compliance with all applicable securities law.

The policy prohibits our directors, executive officers and employees from engaging in any short sales of our common stock, as

well as sales of our common stock that have not been held for a minimum of sixty days after being acquired in the open

market. In addition, such persons are prohibited under our personal trading policy from entering into hedging or other

transactions involving options (including exchange-traded options), puts, calls, forward contracts or other derivatives involving

our securities (such prohibitions do not apply to the acceptance of stock options or other stock awards granted under our

annual or long-term incentive plans). Directors, executive officers and employees are also prohibited from pledging our

securities, such as in connection with a margin account.

Stock Ownership Guidelines

The Company has established stock ownership guidelines for all executive officers. These guidelines are designed to 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	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

unvested matching amounts, held in the Company’s 401(k) plan, (iii) notional investments in the Voya common stock fund held

in the Deferred Compensation Savings Plan, (iv) unvested restricted stock units in respect of Company common stock

awarded to the NEO under a Voya compensation plan, and (v) shares of Company stock purchased through Voya's Employee

Stock Purchase Plan. Stock options, unvested performance stock units 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 guidelines. As of the date of this proxy statement, all of

our NEOs met or are on track to meet the stock ownership requirements.

Equity Award Grants

We do not have a practice of granting stock options or similar equity awards in anticipation of the release of material nonpublic

information that is likely to result in changes to the price of our common stock, such as a significant positive or negative

earnings announcement, nor do we time the public release of such information based on stock option grant dates. In addition,

we do not have a practice of granting stock options or similar equity awards during periods in which there is material nonpublic

information about our Company. We have not, during the last completed fiscal year, awarded stock options or similar equity

awards in the four business days prior to, or the one business day following, the filing of our periodic reports, or the filing or

furnishing of a Form 8-K that discloses material nonpublic information.



	Voya 2025 Proxy Statement	51

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.

Voya adheres to a Human Resources Risk Policy, approved by the Compensation, Benefits and Talent Management

Committee, which outlines the roles and responsibilities of the Committee and management to monitor compensation and

benefit risks as well as key talent risks. The Policy is based on the following principles:

■Align compensation programs and decisions with shareholder interests;

■Attract, retain and motivate executive talent to lead the Company to success;

■Establish an appropriate approach to governance that reflects the needs of all stakeholders and includes the

Company’s right to claw back compensation in certain circumstances;

■Support a business culture based on the highest ethical standards; and

■Manage risk taking by executives by encouraging prudent decision-making.

The Committee has reviewed the Company’s compensation programs, policies and practices for employees to ensure that, in

design and operation and taking into account all of the risk management processes in place, they do not encourage excessive

risk-taking. In particular, the following features of our compensation program guard against excessive risk-taking:

■Determination of incentive awards based on a variety of performance metrics, thus diversifying the risk associated

with any single indicator of performance;

■Long-term compensation awards and vesting periods that encourage a focus on sustained, long-term results;

■A mix of fixed and variable, annual and long-term, and cash and equity compensation designed to encourage actions

that are in our long-term best interest;

■Maximum discretionary incentive opportunities are capped and remained unchanged from 2023 to 2024; and

■Our equity plans do not allow re-pricing of stock options without shareholder approval and require double trigger

vesting for awards upon a change in control.

The Committee has determined that these programs, policies and practices are not reasonably likely to have a material

adverse effect on the Company.



	Voya 2025 Proxy Statement	53

EXECUTIVE COMPENSATION TABLES AND NARRATIVES

Summary Compensation Table

The following table presents the cash and other compensation for our NEOs for 2024, 2023 and 2022.

Summary Compensation Table for 2024 Proxy



Name and Principal Position	Year	Salary(1)	Bonus	Stock Awards(2)	Option Awards	Non-Equity Incentive Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings(3)	All Other Compensation(4)	Total

Heather Lavallee, Chief Executive Officer(5)	2024	$950,000	$0	$7,124,941	$0	$1,560,375	$7,344	$77,574	$9,720,234
	2023	$950,000	$0	$5,830,245	$0	$1,752,750	$113,898	$75,479	$8,722,372
	2022	$662,424	$0	$5,516,796	$0	$2,141,775	$0	$70,104	$8,391,099
Donald Templin, Former EVP, Chief Financial Officer(5)	2024	$800,000	$0	$2,999,964	$0	$1,168,000	$41,262	$62,100	$5,071,326
	2023	$800,000	$0	$3,035,741	$0	$1,246,400	$38,123	$72,212	$5,192,476
	2022	$106,061	$0	$0	$0	$199,880	$3,712	$4,000	$313,653
Robert Grubka, Former CEO, Workplace Solutions(6)	2024	$650,000	$0	$2,047,458	$0	$0	$35,410	$4,613,760	$7,346,628
Robert Grubka, Former CEO, Workplace Solutions(6)	2023	$650,000	$0	$2,170,549	$0	$1,599,000	$66,661	$66,411	$4,552,621
Matthew Toms, CEO, Investment Management(5)	2024	$622,159	$0	$1,217,482	$0	$1,505,625	$28,207	$792,224	$4,165,697
Santhosh Keshavan, EVP and Chief Information Officer	2024	$600,000	$0	$1,574,962	$0	$876,000	$29,041	$78,440	$3,158,443

Former Executive Officer

Rodney Martin, Executive Chairman(6)	2024	$170,833	$0	$7,687,481	$0	$275,994	$48,571	$162,625	$8,345,504
	2023	$1,025,000	$0	$10,109,217	$0	$1,891,125	$53,681	$299,765	$13,378,788
	2022	$1,200,000	$0	$10,314,325	$0	$2,800,000	$44,291	$318,267	$14,676,883

(1)Amounts in this column represent salary that was actually paid to each NEO during the listed calendar year. Ms. Lavallee's 2022 salary is

based on her annualized base salary of $500,000 from January 1, 2022 through July 6, 2022 and an annualized base salary of $835,000

from July 7, 2022 through December 31, 2022. Mr. Templin's 2022 salary is based on his actual salary paid from November 14, 2022, his

hire date, to December 31, 2022. Mr. Toms' salary is based on his annualized base salary of $500,000 from January 1, 2024 through

January 8, 2024 and an annualized base salary of $625,000 from January 9, 2024 through December 31, 2024. Mr. Martin's 2024 salary

is based on his actual salary paid from January 1, 2024 to February 29, 2024, his date of retirement.

(2)Amounts in this column include the grant date fair value calculated in accordance with FASB ASC Topic 718 for 2022, 2023 and 2024

time-based and performance-based awards (at target) granted to the NEOs, under Voya's 2019 Omnibus Employee Incentive Plan, in

each case in respect of prior year performance. Maximum payout (150% of target) for PSUs would result in the following grant date fair

values:



NEO	2024 PSUs	2023 PSUs	2022 PSUs

Ms. Lavallee	$4,380,064	$4,065,621	$4,123,855
Mr. Templin	$1,844,226	$2,116,909	$—
Mr. Grubka	$1,258,677	$1,513,584	$—
Mr. Toms	$612,368	$—	$—
Mr. Keshavan	$968,213	$—	$—

Mr. Martin	$4,725,909	$7,049,493	$7,118,880

(3)For a discussion of the valuation methodology for the PSUs, see Footnote 1 to the financial statements in the Company’s Annual Report

on Form 10-K for the year ended December 31, 2024.

(4)Amounts in this column represent the net changes in actuarial present value under the Retirement Plan and the SERP.

(5)All amounts in this column for 2024 are described in more detail in the table below entitled “—All Other Compensation Table for 2024”.



	54	Voya 2025 Proxy Statement

(6)Ms. Lavallee was promoted to President and CEO - Elect on July 7, 2022. Mr. Templin was hired as EVP, Chief Financial Officer on

November 14, 2022 and transitioned to Strategic Advisor to the Company effective January 1, 2025. Mr. Toms was promoted to CEO,

Investment Management on January 9, 2024.

(7)Mr. Martin retired from Voya effective as of February 29, 2024. Mr. Grubka's employment terminated on December 31, 2024.

All Other Compensation

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

All Other Compensation Table for 2024



	401(k) Plan Match(1)	DCSP Employer Match(2)	Financial Tax Services(3)	Gross-Ups	Other(4)	Total

Ms. Lavallee	$19,833	$41,400	$16,340	$0	$0	$77,574
Mr. Templin	$20,700	$41,400	$0	$0	$0	$62,100
Mr. Grubka	$6,110	$41,400	$0	$0	$4,566,250	$4,613,760
Mr. Toms	$20,700	$41,400	$12,624	$0	$717,500	$792,224
Mr. Keshavan	$20,700	$41,400	$16,340	$0	$0	$78,440

Former Executive Officer

Mr. Martin	$12,536	$41,400	$19,775	$0	$88,913	$162,625

(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 2024.

(4)Amount in this column for Mr. Grubka represents severance paid in 2025 ($4,550,000) and payment for accrued but unused paid time off

($16,250). In accordance with the terms of Voya’s Severance Plan for Senior Managers, Mr. Grubka's termination is a qualifying

termination without cause. Amount in this column for Mr. Martin represents (1) the aggregate incremental cost to the Company associated

with travel perquisites, including for spousal travel ($7,526), (2) costs related to personal usage of private aircraft ($32,445), calculated

based on costs provided by the applicable charter company, (3) costs related to personal use of a company car and driver ($10,834),

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, and (4) payment for accrued but unused paid time off ($38,107). Amount in this column for Mr. Toms represents

incentive compensation associated with his prior role in Voya Investment Management granted in 2024 for the 2023 performance year,

which was mandatorily invested Voya managed funds.



	Voya 2025 Proxy Statement	55

Grants of Plan-Based Awards

The table below presents individual grants of awards made to each NEO during 2024 under the 2019 Omnibus Plan and

Annual Cash Incentive Plan.

Grants of Plan-Based Awards Table for 2024



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards(1)			Number of Other Stock Awards	Estimated Future Payouts Under Option Awards		Grant Date Fair Value of Stock Award(2)


Name	Grant Type	Grant Date	Minimum Threshold	Target	Maximum	Minimum Threshold Number of Shares	Target Number of Shares	Maximum Number of Shares		Number of Securities Underlying Options	Exercise Price of Stock Options

Ms. Lavallee	2019 Omnibus Plan – Long-Term Incentive RSUs	2/21/2024							46,474			$3,206,241
	2019 Omnibus Plan – Long-Term Incentive PSUs	2/21/2024				21,680	57,815	86,722				$3,918,701
	Annual Incentive Plan			$2,137,500	$4,275,000
Mr. Templin	2019 Omnibus Plan – Long-Term Incentive RSUs	2/21/2024							19,568			$1,349,996
	2019 Omnibus Plan – Long-Term Incentive PSUs	2/21/2024				9,128	24,343	36,514				$1,649,969
	Annual Incentive Plan			$1,600,000	$3,200,000
Mr. Grubka	2019 Omnibus Plan – Long-Term Incentive RSUs	2/21/2024							13,355			$921,361
	2019 Omnibus Plan – Long-Term Incentive PSUs	2/21/2024				6,230	16,614	24,921				$1,126,097
	Annual Incentive Plan			$1,950,000	$3,900,000
Mr. Toms	2019 Omnibus Plan – Long-Term Incentive RSUs	2/21/2024							9,706			$669,617
	2019 Omnibus Plan – Long-Term Incentive PSUs	2/21/2024				3,031	8,083	12,124				$547,866
	Annual Incentive Plan			$1,875,000	$3,750,000
Mr. Keshavan	2019 Omnibus Plan – Long-Term Incentive RSUs	2/21/2024							10,273			$708,734
	2019 Omnibus Plan – Long-Term Incentive PSUs	2/21/2024				4,792	12,780	19,170				$866,228
	Annual Incentive Plan			$1,200,000	$2,400,000

Former Executive Officer

Mr. Martin	2019 Omnibus Plan – Long-Term Incentive RSUs	2/21/2024							50,143			$3,459,366
	2019 Omnibus Plan – Long-Term Incentive PSUs	2/21/2024				23,392	62,380	93,570				$4,228,116
	Annual Incentive Plan(3)			$378,074	$756,148

(1)PSUs granted on February 21, 2024 will cliff vest on February 16, 2027. The value at vesting will depend both on Voya’s stock price at

the time of vesting and on Voya’s achievement of pre-established performance measures (Adjusted Operating Return on Equity (20%),

Adjusted Operating Earnings Per Share (30%) and Relative Total Shareholder Return (50%)). Maximum payout is 150%.

(2)Amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718.

(3)Target and Maximum payout amounts are prorated to reflect Mr. Martin's termination on February 29, 2024 per the terms of his

agreement.



	56	Voya 2025 Proxy Statement

Outstanding Equity Awards at Year End

The table below provides information concerning unexercised options and stock-based awards that have not vested for each

NEO, outstanding as of December 31, 2024.

Outstanding Equity Awards Table at 2024 Year End



	Option Awards						Stock Awards


	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)

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



	Voya 2025 Proxy Statement	57

(1)The market value of the Company's equity awards was determined by multiplying $68.83, the closing price per share of the Company's

common stock, as reported by the NYSE, on December 31, 2024, by the number of units.

(2)Represents RSUs of Voya Financial, Inc. One third of such units vested on February 22, 2023, one third of such units vested on February

20, 2024 and the remaining one-third vested on February 18, 2025.

(3)Represents RSUs of Voya Financial, Inc. One third of such units vested on February 20, 2024, one third of such units vested on February

18, 2025 and the remaining one-third is scheduled to vest on February 17, 2026.

(4)Represents RSUs of Voya Financial, Inc. One third of such units vested on February 18, 2025 and the remaining two-thirds of such units

are scheduled to vest in equal amounts on February 17, 2026 and February 16, 2027.

(5)Represents PSUs of Voya Financial, Inc. All such units vested on February 18, 2025.

(6)Represents PSUs of Voya Financial, Inc. All such units are scheduled to vest on February 17, 2026.

(7)Represents PSUs of Voya Financial, Inc. All such units are scheduled to vest on February 16, 2027.

(8)Represents performance-vested non-qualified stock options of Voya Financial, Inc. granted on February 21, 2019. One half of the award

vested on April 22, 2019 and became exercisable on April 22, 2020. The remaining half of the award vested and became exercisable on

July 31. 2021.

(9)Represents RSUs of Voya Financial, Inc. granted on July 7, 2022. All such units are scheduled to vest on July 1, 2025.

(10)Represents PSUs of Voya Financial, Inc. granted on July 7, 2022. All such units may vest between July 1, 2023 and June 30, 2025

depending on the achievement of performance metrics. The first performance metric was achieved in 2023, and the second performance

metric was achieved in 2024. Vesting of units earned between July 1, 2023 and June 30, 2024 will be deferred until June 30,2025.

Vesting of units earned between July 1, 2024 and June 30,2025 will be deferred for one year from the vesting date.

(11)Represents RSUs of Voya Financial, Inc. granted on July 7, 2022. One third vested on July 1, 2023, another third vested on July 1, 2024,

and the remaining third will vest on July 1, 2025.

(12)Represents PSUs of Voya Financial, Inc. granted on July 7, 2022. All such units may vest between July 1, 2023 and June 30, 2025

depending on the achievement of performance metrics. The first performance metric was achieved in 2023, and the second performance

metric was achieved in 2024. Vesting of units earned is subject to an additional one-year deferral period.



	58	Voya 2025 Proxy Statement

Option Exercises and Stock Vested in 2024

The following table provides information regarding all of the RSUs and PSUs held by the NEOs that vested during 2024 and

options that were exercised by NEOs during 2024.

Option Exercises and Stock Vested Table for 2024



	Option Awards		Stock Awards


Name	Number of Shares Acquired on Exercise	Value Realized on Exercise	Number of Shares Acquired on Vesting	Value Realized on Vesting

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

Former Executive Officer

Mr. Martin			90,410	$6,341,357	(1)
			26,483	$1,857,518	(2)
			22,342	$1,567,068	(3)
			18,145	$1,272,690	(4)

(1)Represents vesting of a portion of Voya performance share awards granted under Voya's Long-term Incentive Plans during 2021.

(2)Represents vesting of a portion of Voya restricted awards granted under Voya's Long-term Incentive Plans during 2021.

(3)Represents vesting of a portion of Voya restricted awards granted under Voya's Long-term Incentive Plans during 2022.

(4)Represents vesting of a portion of Voya restricted awards granted under Voya's Long-term Incentive Plans during 2023.

(5)Represents vesting of a portion of Voya performance share awards granted under Voya's Long-term Incentive Plans during 2022.

(6)Represents vesting of a portion of Voya restricted awards granted under Voya's Long-term Incentive Plans during 2024.



	Voya 2025 Proxy Statement	59

Pay Versus Performance

Our CEOs are the principal executive officers (“PEOs”). PEO 1 is Mr. Martin, who was CEO in 2020, 2021, and 2022. PEO 2 is

Ms. Lavallee, who was CEO in 2023 and 2024. “Compensation actually paid” does not necessarily represent cash and/or

equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.

The following table sets forth information concerning the compensation of our PEOs and other NEOs for each of the fiscal

years (“FY”) ended December 31, 2020, 2021, 2022, 2023 and 2024 and our financial performance for each such fiscal year:


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%

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

2024, the NEOs were:



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

(2)The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP),

adjusted as follows in the table below, as determined in accordance with SEC rules. “Compensation actually paid” does not necessarily

represent cash, pension contributions, and/or equity value transferred to the applicable NEO without restriction, but rather is a value

calculated under applicable SEC rules. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of

the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting

date. Similarly, no adjustment is made for dividends because the amount associated with such dividends are reflected in the fair value of

the award for the covered fiscal year.

Reconciliation of SCT Total to CAP Total


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
2024	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.



	60	Voya 2025 Proxy Statement

(3)TSR is determined based on the value of an initial fixed investment of $100 made on December 31, 2019. The TSR peer group consists

of the S&P 500 Financials Sector Index, which is used for our Stock Performance presentation included with the Company’s Annual

Report on Form 10-K for the year ended December 31, 2024.

(4)Our Company-Selected Measure, which is the measure that we believe represents the most important financial performance measure not

otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2024 to our Company’s performance is relative

TSR, which is consistent with the peer group metric used for our PSUs under Voya's annual long term incentive program. For illustrative

purposes, calculations within this column are based on 1-year measurements (as opposed to the 3-year relative TSR performance period

regarding the Company’s PSUs). For purposes of relative TSR, the peer group used in the PSU metric under our annual long term

incentive program refer to the Comparison Group as set forth on page 39.

Narrative to Pay Versus Performance Table

For the fiscal year ended December 31, 2024, there are six important performance measures used to link compensation

actually paid to our NEOs to company performance. Our NEOs target total compensation is heavily weighted towards short

and long-term performance with performance goals aligned with our shareholders’ interests. The majority of target

compensation was weighted toward long-term equity performance and time-based awards and the financial performance

metrics for long-term equity-based incentive awards were Adjusted Operating Return on Equity (ROE), Adjusted Operating

Earnings Per Share (EPS) and Relative Total Shareholder Return (TSR). The short-term incentive program’s funding metrics

are Adjusted Operating Earnings, Adjusted Operating Return on Allocated Capital as well as Strategic Indicators as a non-

financial performance measure with quantitative metrics.

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

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.



	62	Voya 2025 Proxy Statement

Pension Benefits

As described above under “—Tax-Qualified and Non-Qualified Retirement and Other Deferred Compensation Plans,” the

Company maintains tax-qualified and non-qualified defined benefit (pension) plans that provide retirement benefits for

employees whose length of service allows them to vest in and receive these benefits. During 2024, regular full-time and part-

time employees of the Company were covered by the Retirement Plan. Participants in the Retirement Plan whose benefits

cannot be paid from the Retirement Plan as a result of Internal Revenue Service (IRS) compensation or benefit limitations and

who are designated by the Company are also eligible to participate in the SERP.

Beginning January 1, 2012, all of the Company’s employees transitioned to a new cash balance pension formula under the

Retirement Plan. A similar change to the SERP was also made. The cash balance pension formula credits 4% of eligible

compensation to a hypothetical account in the Retirement Plan and the SERP, as applicable, each month. Account balances

receive a monthly interest credit based on a 30-year Treasury bond rate published by the IRS in the preceding August of each

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

Lavallee, transitioned to the new cash balance pension formula during the two-year period ending December 31, 2013.

Benefits that accrued during the transition period have been determined based on the prior final average pay pension formula

or the new cash balance pension formula, whichever is greater. Pension benefits that accrue after the transition period are

solely based on the new cash balance pension formula. The SERP benefit is equal to the difference between (a) the

participant’s retirement benefit before taking into account the tax limitations on eligible compensation and other compensation

deferrals and (b) the participant’s actual retirement benefit paid from the Retirement Plan. Because they began employment

after December 31, 2008, the benefits of all NEOs, except Ms. Lavallee, will be determined based solely on the new cash

balance pension formula.

A participant’s retirement benefits under the Retirement Plan and the SERP vest in full upon completion of three years of

vesting service, when the participant reaches age 65 or if the participant dies while in active service with the Company.

Participants may begin receiving full retirement benefits at age 65 and may be eligible for reduced benefits if retiring at an

earlier age with a minimum of three years of vesting service. As of December 31, 2024, all NEOs, except Mr. Templin, were

fully vested in Retirement Plan benefits and eligible for early retirement under the Retirement Plan. Eligible compensation

generally includes base salary, annual cash incentive award and commissions, if applicable. Cash balance pension benefits

under the Retirement Plan are generally payable as a lump-sum but may be paid as a monthly annuity. Cash balance pension

benefits under the SERP are payable as a lump sum only. Benefits that accrued under the Retirement Plan and SERP before

the cash balance transition period are generally payable in the form of a monthly annuity, though certain benefits under the

Retirement Plan may be received as a lump-sum or partial lump-sum payment. Benefits under the SERP may be forfeited at

the discretion of the Company if the participant engages in unauthorized competition with the Company, is discharged for

cause, or performs acts of willful malfeasance or gross negligence in a matter of material importance to the Company.

The following table presents the accumulated benefits under the Company pension plans in which each NEO participates.



	Voya 2025 Proxy Statement	63

Present Value of Pension Benefits as of December 31, 2024



Name	Plan Name	Number Years Credit Service	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year ($)	Change in Pension Value for Summary Compensation Table

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

Former Executive Officer

Rodney Martin	Voya Retirement Plan	12.16	$0	$167,273
	Voya SERP		$0	$347,961
	Total		$0		$48,571

The present value of accumulated benefits under the Retirement Plan and the SERP shown in the “—Pension Benefits as of

December 31, 2024” table is calculated using the same actuarial assumptions used by the Company for GAAP financial

reporting purposes, and assuming benefits commence as of age 65 under both plans. Those assumptions are:

■The discount rate is 5.88%;

■The post-retirement mortality assumption used for annuity payments and to measure liabilities under ASC 175 is

based on the PRI-2012 Retiree, Amounts-Weighted, White Collar Mortality Table (Gender Specific) with generational

mortality improvement projected using Scale MP-2021 after commencement at age 65. No mortality is assumed

before age 65; and

■The long-term interest crediting rate on cash balance accounts is 3.75%.

Non-Qualified Deferred Compensation Savings Plans (DCSP)

The Company maintains the DCSP, a non-qualified deferred compensation plan that allows employees to contribute to

deferred compensation accounts amounts above the 401(k) Plan annual limit and provides certain Company matching

contributions on the deferred amounts.

Eligible employees who meet certain compensation thresholds may elect to participate in the DCSP. Participating employees

may elect to defer up to 50% of their salary, up to 50% of their sales-based commission compensation, or up to 100% of their

short-term variable compensation (excluding sales-based commissions). In addition, participants may also elect to defer

compensation they would have contributed to their 401(k) Plan accounts were it not for the compensation and contribution

limits under the Code (a “spillover deferral” election).

The Company provides a 100% matching contribution on spillover deferral amounts to enable Company matched contributions

on deferrals that are in excess of the Code’s 401(k) contribution limits. Compensation eligible for spillover deferral and

matching benefits is limited to three times the Code compensation limit, which was $345,000 for 2024. The aggregate

Company match under the 401(k) Plan and DCSP for 2024 was limited to $62,100 (6% of $1,035,000, the maximum eligible

compensation for 2024).



	64	Voya 2025 Proxy Statement

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

Non-Qualified Deferred Compensation Plans Table for 2024



Name	Executive Contributions in 2024(1)	Registrant Contributions in 2024(2)	Aggregate Earnings in 2024(3)	Aggregate Withdrawals/ Distributions	Aggregate Balance at 2024 Year End

Heather Lavallee	$144,915	$41,400	$296,678	$—	$3,505,235
Donald Templin	$103,070	$41,400	$34,875	$—	$464,783
Robert Grubka	$166,465	$41,400	$262,330	$—	$2,152,681
Matthew Toms(4)	$110,530	$758,900	$375,198	$1,247,650	$3,765,492
Santhosh Keshavan	$78,278	$41,400	$83,571	$—	$699,243

Former Executive Officer

Rodney Martin(5)	$1,777,658	$41,400	$1,313,695	$617,946	$14,748,464

(1)Amounts reported in this column that are reported in the “Summary Compensation Table” are: Ms. Lavallee - $144,915 base salary; Mr.

Templin $103,070 base salary; Mr. Grubka - $166,465 base salary; Mr. Toms - $110,530 base salary; Mr. Keshavan - $78,278 base

salary; and Mr. Martin - $1,777,658 annual incentive.

(2)Amounts in this column are also included in the "All Other Compensation" column of the "Summary Compensation Table." The amount

reported for Mr. Toms includes incentive compensation associated with his prior role in Voya Investment Management (Fund Investment

Award) in the amount of $717,500 granted in 2024 for the 2023 performance year, which was mandatorily invested Voya managed funds.

(3)Amounts in this column reflect the interest and other earnings accrued on notional investments, which investments are elected by the

participant. The participant has the ability to change his or her investment election only during open periods. The amount reported for Mr.

Toms includes earnings from his Fund Investment Awards.

(4)In 2024, Mr. Toms received incentive compensation associated with his prior role in Voya Investment Management. The amount under

Registrant Contributions includes a 2024 Fund Investment Award of $717,500. The amount under Aggregate Earnings includes

$141,082.90 from previous Fund Investment Awards. The amount under Aggregate Withdrawals/Distributions includes $1,247,650.31 of

distributions from previous Fund Investment Awards. The amount under Aggregate Balance includes ending balances from Fund

Investment Awards on December 31, 2024.

(5)Mr. Martin had distributions upon retirement from the Company.

Employment Agreements

Employment Agreement of Mr. Martin

The Company had an employment agreement with Mr. Martin, serving as Chief Executive Officer and Chairman of the Board

of Directors and later as Executive Chairman of the Board, throughout its history as a public company. We have amended the

original agreement several times, most recently in July 2022 (as so amended, the “Agreement”). The term of Mr. Martin’s

employment under the Agreement expired on February 29, 2024.

Under the terms of this Agreement, in 2024, Mr. Martin, as Executive Chairman of the Board, received an annualized base

salary of $1.025 million and remained eligible for certain incentive payments. Mr. Martin continued to be eligible to participate

in the Company’s annual cash incentive compensation program (ACIP). Mr. Martin’s target incentive opportunity under the

ACIP was equal to 225% of base salary, with any actual award (higher or lower) determined by the Compensation, Benefits

and Talent Management Committee based on the Company’s actual performance, subject to the terms and conditions of the

ACIP. His actual award for the 2024 performance year was prorated for the term of his 2024 employment.

The Agreement did not provide for long-term equity-based incentive compensation for the 2024 performance year. Mr. Martin

had 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 which are no longer applicable due

to Mr. Martin’s retirement.



	Voya 2025 Proxy Statement	65

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 to $950,000 from $835,000; a target cash incentive

opportunity under the Company’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 first

eligible for both incentive opportunities at these higher targets in the annual awards granted in the first quarter of 2024.

Potential Payments upon Termination or Change in Control

The Voya Financial, Inc. Severance Plan for Senior Managers (Severance Plan) provides severance benefits for designated

senior managers (Plan Participants) of the Company and its subsidiaries in the event of specified “Qualified Terminations,”

generally involving terminations not for Cause (as such term is defined in the Severance Plan), or, following certain change in

control events, voluntary terminations for Good Reason (as such term is defined in the Severance Plan).

Under the Severance Plan, in the event of a Qualified Termination, NEOs would be entitled to specified severance benefits,

including (i) a lump sum cash payment equal to the NEO’s eligible base salary and target annual cash incentive, multiplied by

1.75 for NEOs other than Ms. Lavallee (increased to 2.00 in the event of a termination within two years of a change in control)

or by 2.00 in all cases for Ms. Lavallee; (ii) 12 months of continued participation in the Company’s health care plan on the

terms and conditions available to active employees, which period of participation shall be considered part of the period of

continued coverage required to be offered by the Company under the Consolidated Omnibus Budget Reconciliation Act of

1985; and (iii) a pro-rated annual cash incentive with respect to the period of employment prior to the Qualified Termination

(which shall be paid based on actual performance for NEOs).

In consideration for receipt of severance benefits, 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, in all cases subject to carveouts under applicable laws.

If the Company determines that the payment of benefits under this Plan would subject the eligible senior management

employee to excise taxes under Code section 4999 (or similar provisions) or any associated interest or penalties (the “excise

taxes”), the Company may reduce the benefits due under this Plan to an amount that avoids the imposition of excise taxes to

the extent that such reduction would result in a greater after-tax (including excise taxes) amount remaining to the employee

than if the full benefits under this Plan had been paid. Any such reduction will be implemented in accordance with the terms of

the Plan. The provisions of the Severance Plan do not apply to certain employees of the Company or its subsidiaries who have

entered into a written employment agreement with the Company providing for specific severance benefits.

The treatment of equity awards for NEOs upon termination or change in control is set forth in the Voya 2019 Omnibus

Employee Incentive Plan and in the Voya 2024 Omnibus Incentive Plan.



	66	Voya 2025 Proxy Statement

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

The following table sets forth, for each NEO, an estimate of potential payments the NEO would have received at, following, or

in connection with a termination of employment under the circumstances enumerated below on December 31, 2024.



Name	Termination Trigger	Severance(2)	Annual Incentive(3)	Health & Welfare Continuation	Equity Vesting(4)	Other Benefits(5)	Total

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

Former Executive Officer

Rodney Martin(8)	Retirement	$—	$275,994	$17,196	$21,753,833	$38,107	$22,085,130

(1)All amounts assume that the triggering event took place on December 31, 2024 (except for Mr. Martin whose employment terminated on

February 29, 2024) and the price per share of Voya common stock was $68.83. There are no change in control provisions that would

affect the level of benefits payable from the pension plans.

(2)Under the terms of the Voya Financial, Inc. Severance Plan for Senior Managers and subject to each executive’s execution of a release,

the Company would make lump sum cash severance payments to all other NEOs.

(3)Annual Incentive amount equals target award multiplied by a performance factor of 73% for 2024.



	Voya 2025 Proxy Statement	67

(4)As of December 31, 2024, Mr. Martin and Mr. Templin were retirement eligible under Voya's Long-Term Incentive Plan. For Mr. Templin,

upon termination of employment, previously granted equity would continue to vest in accordance with the terms and conditions of

individual equity award agreements.

(5)All NEOs would be eligible, under the applicable scenarios, for the Company’s executive outplacement program which provides a benefit

for up to 12 months post-termination at a fixed cost to the Company of approximately $35,000 per executive.

(6)Mr. Grubka's employment terminated on December 31, 2024. Amounts shown under the Severance and Annual Incentive columns reflect

actual payments received by Mr. Grubka pursuant to the terms of the Severance Plan. The amount shown in the Other Benefits column

includes outplacement benefit of $35,000 and payment for accrued but unused paid time off of $16,250.

(7)Amounts shown under the Other Benefits column for Mr. Toms also reflects payment due to him for previous Fund Investment awards

upon termination.

(8)Mr. Martin retired on February 29, 2024. The amount shown in the Other Benefits column equals payment for accrued but unused paid

time off.

CEO PAY RATIO – 117:1



Median EE Selection	Salary Paid in 2024	Annual Incentive	Stock Awards	Non-Equity Incentive Plan Comp	Change in Pension & NQDC Earnings	All Other Comp	Total	Pay Ratio

	$81,305	n/a	n/a	n/a	$1,853	$—	$83,158	117
CEO*	$950,000	$1,560,375	$7,124,941	n/a	$7,344	$77,574	$9,720,234	—

Pursuant to the Dodd-Frank Act, we are required to annually disclose the ratio of our median employee’s annual total

compensation to the annual total compensation of our Chief Executive Officer. The annual total compensation for fiscal year

2024 for our CEO was $9,720,234 and for the median employee was $83,158. The resulting ratio of our CEO’s pay to the pay

of our median employee for fiscal year 2024 was 117 to 1.

To identify the median of the annual total compensation of our employees (excluding our CEO), we utilized target total direct

compensation, which includes base salary, target annual cash incentive, and target long-term incentive, as the consistently

applied compensation measure. We included all of our full-time and part-time employees as well as seasonal and temporary

employees whose compensation was determined by us, in each case employed with us as of December 31, 2024. Our

employee count includes our employees at Voya India who were excluded in last year's ratio in accordance with SEC guidance

relating to recently acquired companies. Compensation for employees with partial year of service was not annualized and no

assumptions, adjustments or estimates were applied.

The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s

annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make

reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other

companies may not be comparable to the pay ratio reported above, as other companies may have different employment and

compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their

own pay ratios.



	68	Voya 2025 Proxy Statement

NON-EMPLOYEE DIRECTOR COMPENSATION

Overview

In order to attract and retain highly qualified directors to represent shareholders, our philosophy is to set compensation to be

within a competitive range of non-employee director pay at comparable companies. Annually, the Nominating, Governance and

Social Responsibility Committee reviews peer group data to understand market practices for director compensation with the

assistance of the board’s independent third-party compensation consultant.

Our non-employee director compensation is compared to that of companies in the Comparison Group described on page 39 of

this proxy statement. The Nominating, Governance and Social Responsibility Committee uses the approximate median of the

Comparison Group’s director compensation as a reference point for setting director compensation. The most recent

competitive pay study was completed in July 2024.



	Annual Cash Retainer		The annual cash retainer for each non-employee director is $105,000. The additional cash retainer for membership of all committees (except committee chairs) is $10,000. The additional cash retainer for the Chair of the Audit Committee is $30,000, the additional cash retainer for the Chair of the Compensation, Benefits and Talent Management Committee, the Nominating, Governance and Social Responsibility Committee, the Risk Committee and the Technology Committee, respectively, is $20,000. The Non-Executive Chairperson receives an additional cash retainer of $150,000.

	Equity Compensation		Each non-employee director receives an annual equity grant of time-vested RSUs equal in value to $170,000 and subject to the stock ownership guidelines described below. Stock grants are made on the date of the annual meeting of shareholders at which a director is elected or re-elected to serve on the Board and will vest on the date of the next annual meeting.

	Director Compensation Deferral		In 2015, we adopted a deferred cash fee plan pursuant to which non-employee directors may elect to defer all or a portion of their cash director fees either into a cash account or into an account in the form of our common stock and receive amounts deferred upon the earlier of the in-service distribution date designated by the director and the date on which the director first ceases to be a director of the Company. Directors may elect to receive their distributions either in a single lump sum or in quarterly or annual installments over a period of five or 10 years.

	Stock Ownership Guidelines		Our non-employee directors are required to own Company stock in an amount that is five times the annual board cash fees no later than the fifth anniversary from the director’s initial election or appointment to the Board. For purposes of satisfying this ownership requirement, “Company stock” shall be deemed to include only (i) shares of Company common stock beneficially owned by the director and (ii) restricted stock units (vested and unvested) in respect of Company common stock awarded to the director. As of our latest measurement date (March 26, 2025), all of our non- employee directors (except Ms. Butler and, Messrs. Bowman, Ersek, Leary and Mullaney, who each joined the Board on or after 2021) met the required ownership guideline level.



	Voya 2025 Proxy Statement	69

Director Summary Compensation Table

The chart below indicates the elements and total value of cash compensation and of RSUs granted to each non-employee

director for services performed in 2024. Pursuant to SEC rules, this table includes equity awards granted during 2024, and

excludes equity awards granted in 2025 in respect of 2024 service. Cash amounts, however, reflect amounts paid in respect of

2024 service, even if paid during 2025.



Director	Fees Earned or Paid in Cash(1)	Stock Awards(2)	All Other Compensation(3)	Total

Lynne Biggar	$145,000	$150,015	$23,450	$318,465
Stephen Bowman	$135,000	$150,015	$0	$285,015
Yvette Butler	$138,031	$150,015	$0	$288,046
Jane Chwick	$146,031	$150,015	$6,000	$302,046
Kathleen DeRose	$155,000	$150,015	$16,404	$321,419
Hikmet Ersek	$138,031	$150,015	$0	$288,046
Ruth Ann Gillis	$221,666	$150,015	$25,000	$396,681
Robert Leary	$131,347	$212,468	$25,000	$368,815
Aylwin Lewis	$146,667	$150,015	$0	$296,682
William Mullaney	$67,500	$137,432	$15,750	$220,682
Joseph Tripodi	$146,031	$150,015	$20,000	$316,046
Dave Zwiener	$195,177	$0	$25,000	$220,177

(1)Certain directors elected to defer the cash portion of their Director Fees for 2024 under the Director Compensation Deferral Plan adopted

in 2015, which is described above.

(2)Amounts in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718.

(3)Amounts in this column represent matching charitable contributions (maximum of $25,000 per year) made by the Company on behalf of

each Director.

Director Equity Awards

The following table sets forth outstanding equity awards held by each non-employee Director as of December 31, 2024.



	Director	# of RSUs Outstanding

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

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



	70	Voya 2025 Proxy Statement

Part III: Audit-Related Matters

Proposal 3: 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, 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 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

2025. 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.

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, 2025, 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.



	Voya 2025 Proxy Statement	71

MEMBERSHIP OF OUR AUDIT COMMITTEE

The Audit Committee of our Board currently consists of Aylwin B. Lewis, who serves as chairperson, Lynne Biggar, S. Biff

Bowman, Kathleen DeRose, and William J. Mullaney, 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 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, 2024 be included in the Company’s Annual Report on

Form 10-K for the year ended December 31, 2024.

Additional information about the Audit Committee and its responsibilities may be found beginning on page 23 of this proxy

statement and the Audit Committee Charter is available on the Company’s website in the Investor Relations section.

Audit Committee:

Aylwin B. Lewis, Chairperson

Lynne Biggar

S. Biff Bowman

Kathleen DeRose

William J. Mullaney



	72	Voya 2025 Proxy Statement

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 2024 and 2023.



	2024 fees (in millions)	2023 fees (in millions)

Audit fees(1)	$13.8	$13.7
Audit-related fees(2)	$1.5	$1.6
Tax fees(3)	$1.6	$1.7
All other fees	$0.0	$0.0

(1)Includes fees for the audits of the Company’s annual consolidated financial statements, audits of subsidiaries and audits of certain

managed investment funds 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 and to consolidated investment funds, and routine tax advisory services.

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 $5.3 and $6.7 for fiscal years ended

December 31, 2024 and 2023, 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 by Ernst & Young LLP 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.



	Voya 2025 Proxy Statement	73

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 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), has or will have a direct or indirect material interest; and

■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 transaction if:

■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 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, 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 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, 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 on compensation or benefits or the hiring or retention of our or any of our subsidiaries’ directors or

executive officers, if approved by the applicable board committee;

■The indemnification and advancement of expenses pursuant to our amended and restated certificate of incorporation,

by-laws or an indemnification agreement; and

■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.



	Voya 2025 Proxy Statement	75

BENEFICIAL OWNERSHIP OF CERTAIN HOLDERS

The following table presents information as of March 26, 2025 regarding the beneficial ownership of our common stock by:

■All persons known by us to own beneficially more than 5% of our common stock;

■Each of our named executive officers, current directors and new director nominee as of such date; and

■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., 200

Park Avenue, New York, New York 10166.



		Shares of Common Stock Beneficially Owned


Name and Address of Beneficial Owners	Number of Shares(6)	Options Exercisable within 60 days	Percentage of Class	Additional Underlying Stock Units(7)	Total Common Stock and Stock Units

The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355	11,640,253	—	11.83%
BlackRock, Inc.(1) 50 Hudson Yards New York, NY 10001	10,772,001	—	10.3%
The Bank of New York Mellon Corporation(4) 240 Greenwich Street New York, NY 10286	6,472,277	—	6.70%
Franklin Mutual Advisers, LLC(5) 101 John F. Kennedy Parkway Short Hills, NJ 07078	5,779,604	—	5.5%
Wellington Management Group LLP(3) 280 Congress Street Boston, MA 02210	5,231,860	—	5.40%
Named executive officers and current directors (16 persons)
Heather Lavallee	49,941	—	*	328,715	378,656
Donald Templin	3,468	—	*	78,674	82,142
Robert Grubka	42,880	—		83,389	126,269
Matthew Toms	18,426	—		59,976	78,402
Santhosh Keshavan	26,666	35587		105,551	132,217
Lynne Biggar	16,198	—	*	6,637	22,835
Stephen Bowman	527	—	*	4,220	4,747
Yvette S. Butler	—	—	*	1,431	1,431
Jane P. Chwick	7,539	—	*	18,848	26,387
Kathleen DeRose	—	—	*	12,173	12,173
Hikmet Ersek	2,692	—	*	2,055	4,747
Ruth Ann M. Gillis	7,162	—	*	30,438	37,600
Robert G. Leary	868	—	*	2055	2,923
Aylwin B. Lewis	486	—	*	8,441	8,927
William J. Mullaney	0	—		1,965	1,965
Joseph V. Tripodi	13,186	—	*	14,105	27,291
All current executive officers and directors (14 persons)	190,039	35,587	*	758,673	948,712

*Less than 1%



	76	Voya 2025 Proxy Statement

(1)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 September 30, 2024, contained in a Schedule 13G/A filed with the SEC on November 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 46,515 of these shares, sole dispositive power with respect to 11,454,027 of these shares and

shared dispositive power with respect to 186,226 of these shares.

(3)Based on information as of December 31, 2024, contained in a Schedule 13G/A filed with the SEC on February 10, 2025, by Wellington

Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings 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 4,571,164 of these shares, sole

dispositive power with respect to none of these shares and shared dispositive power with respect to all 5,231,860 shares.

(4)Based on information as of December 31, 2024, contained in a Schedule 13G/A filed with the SEC on January 23, 2025, by The Bank of

New York Mellon Corporation. The Schedule 13G/A indicates that The Bank of New York Mellon Corporation has sole voting power with

respect to 6,323,854 of these shares, shared voting power with respect to 23,699 of these shares, sole dispositive power with respect to

4,094,799 of these shares and shared dispositive power with respect to 2,377,478 of these shares. The Schedule 13G/A indicates that

BNY Mellon IHC, LLC and MBC Investments Corp has sole voting power with respect to 4,944,358 of these shares, shared voting power

with respect to none of these shares, sole dispositive power with respect to 2,711,343 of these shares and shared dispositive power with

respect to 2,311,985 of these shares.

(5)Based on information as of December 31, 2023, contained in a Schedule 13G/A filed with the SEC on January 23, 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)Amounts include, for directors, vested RSUs awarded as compensation. See “Part II: Compensation Matters-Non-Employee Director

Compensation-Director Equity Awards.”

(7)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.



	Voya 2025 Proxy Statement	77

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 22, 2025, 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/VOYA2025, 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 26, 2025, 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/VOYA2025 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/

VOYA2025.

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/VOYA2025 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/VOYA2025. You will

find in the rules of conduct:

1.What types of questions will be allowed and answered;

2.The number of questions allowed per shareholder;

3.Time guidelines for questions; and

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 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 10, 2025.



	78	Voya 2025 Proxy Statement

What is included in our proxy materials?

Our proxy materials include:

■This proxy statement;

■A notice of our 2025 Annual Meeting of Shareholders (which is attached to this proxy statement); and

■Our Annual Report to Shareholders for 2024.

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 P.O. Box 43006, Providence, Rhode Island

02940-3006. You can also contact Computershare, via written notice directed to the address above or via oral request by

contacting 1-877-373-6374 to receive individual copies of our proxy statement or the Notice of Internet Availability of Proxy

Materials or t request to receive separate such documents in the future. You may also contact the Corporate Secretary at Voya

Financial, Inc., 200 Park Avenue, New York, New York 10166, Office of the Corporate Secretary. Once a request is made

following the above instructions, we will undertake to promptly deliver our proxy materials of the Notice of Internet Availability

of Proxy Materials, as applicable.

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 three 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 26, 2025 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.

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:

■Election of the 12 directors who make up our Board;

■Advisory vote on the approval of executive compensation; and

■Vote to ratify the appointment of Ernst & Young LLP as the Company’s auditors for 2025.

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.



	Voya 2025 Proxy Statement	79

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 26, 2025.

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 96,210,949 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:


	If you are a shareholder of record	If you hold your shares in “street name”

By Internet-Advance Voting:	www.proxyvote.com	www.proxyvote.com
By Internet at our Annual Meeting:	www.virtualshareholdermeeting.com/ VOYA2025	www.virtualshareholdermeeting.com/ VOYA2025
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.

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.



	80	Voya 2025 Proxy Statement

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.

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.


	Are you a Shareholder of Record?		Are you a Beneficial Owner of Shares Held in “Street Name”?

	✔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 Social Responsibility Committee and nominated by our Board.		✔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 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



	Voya 2025 Proxy Statement	81

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.



Proposal	Voting Options	Vote Required	Directors’ Recommendation	Effect of Abstentions	Broker Discretionary Votes Allowed?	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 approval of the executive compensation of our NEOs.	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 vote on 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

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.



	82	Voya 2025 Proxy Statement

How do I submit a shareholder proposal or director nominations for the 2026 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 2026 Annual Meeting of Shareholders must

submit their proposals to the Office of the Corporate Secretary, at Voya Financial, Inc., 200 Park Avenue, New York, New York

10166. Proposals must be received on or before April 11, 2025, unless our 2026 Annual Meeting of Shareholders is held more

than 30 days before or after the anniversary date of the 2025 Annual Meeting, in which case proposals must be received a

reasonable time before we begin to print and send proxy materials for the 2026 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

2026 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 11, 2025, and not later than December 11,

2025]. If, however, our 2026 Annual Meeting of Shareholders is held before the date that is 30 days before the anniversary

date of the 2025 Annual Meeting, or after the date that is 30 days after the anniversary date of the 2025 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 2026 Annual Meeting of Shareholders and (ii) the 10th day following the date on which

the date of our 2026 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 2026 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 2026 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 22, 2026, and not later than February 21, 2026.

If, however, our 2026 Annual Meeting of Shareholders is held before the date that is 30 days before the anniversary date of the

2025 Annual Meeting, or after the date that is 60 days after the anniversary date of the 2025 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 2026 Annual Meeting of Shareholders and (ii) the tenth day following the date on which the date of our 2026 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 23, 2026, unless the by-laws provide for an alternative

deadline due to the date of the 2026 Annual Meeting of Shareholders.

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;

Executive; Risk; and Technology 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 Non-Executive Chairperson, our committee chairs or

with our independent directors as a group should address communications to the Board or the particular director or directors,

as the case may be, and mail to Voya Financial, Inc., 200 Park Avenue, New York, New York 10166, Office of the Corporate

Secretary or sent by electronic mail to CorporateSecretary@voya.com.



	Voya 2025 Proxy Statement	A-1

Exhibit A

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

We believe that Adjusted operating earnings before income taxes is a meaningful measure used by management to evaluate

our business and segment performance. This measure enhances the understanding of our financial results by focusing on the

operating performance and trends of the underlying core business segments. It excludes results from exited businesses and

items that tend to be highly variable from period to period based on capital market conditions or other factors which distort the

ability to make a meaningful evaluation of our segments. We use the same accounting policies and procedures to measure

segment Adjusted operating earnings before income taxes as we do for the directly comparable U.S. GAAP measure Income

(loss) before income taxes. Adjusted operating earnings before income taxes does not replace Income (loss) before income

taxes as the U.S. GAAP measure of our consolidated results of operations. Therefore, we believe that it is useful to evaluate

both measures when reviewing our financial and operating performance. Each segment’s Adjusted operating earnings before

income taxes is calculated by adjusting Income (loss) before income taxes for the following items:

■Net investment gains (losses), which 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;

■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;

■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;

■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

■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.

Adjusted Operating Return on Allocated Capital

Adjusted Operating Return on Allocated Capital is defined as adjusted operating earnings for the Wealth Solutions, Health

Solutions and Investment Management Segments (tax-effected based on the actual operating effective tax rate for the period)

divided by the average capital allocated to these business segments for the period.



	A-2	Voya 2025 Proxy Statement

Adjusted Operating Earnings Per Share

Adjusted Operating Earnings Per Share is defined as adjusted operating earnings after income taxes divided by average

diluted common shares.

Adjusted Operating Return on Equity

Adjusted Operating Earnings Per Share is defined as adjusted operating earnings after income taxes divided by average

common equity excluding AOCI.

Voya Financial, Inc.

Reconciliation of Adjusted Operating Earnings before income taxes to Income (Loss) before income taxes


	Full Year


($ in millions)	2024	2023

Income (loss) before income taxes	$799	$678
Less:
Net investment gains (losses)	50	(15)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment	(142)	(182)
Net income (loss) attributable to noncontrolling interests	75	104
Dividend payments made to preferred shareholders	41	36
Other adjustments1	(95)	(180)
Adjusted operating earnings before income taxes	$870	$916

Wealth Solutions	$820	$632
Health Solutions	40	315
Investment Management	213	177
Corporate	(203)	(207)
Adjusted operating earnings before income taxes	$870	$916

(1)Primarily consists of acquisition and integration costs associated with recent transactions and amortization of acquisition-related

intangible assets. For the year ended December 31, 2024, also includes $15 million, pre-tax, of severance costs, a $15 million, pre-tax,

write-off of an intangible asset related to a prior acquisition, a $10 million, pre-tax, write-off of previously capitalized costs associated with

an internal technology project which is no longer being pursued, and $5 million, pre-tax, related to an insurance company guaranty fund

assessment net of premium tax credits, partially offset by a $26 million, pre-tax, net actuarial gain related to pension and other

postretirement benefit obligations. For the year ended December 31, 2023, also includes $35 million, pre-tax, of severance costs, a $22

million, pre-tax, net favorable adjustment to certain acquisition-related assets and liabilities, and a $17 million, pre-tax, impairment related

to a vacated leased building.



	Voya 2025 Proxy Statement	A-3

Voya Financial, Inc.

Calculation and Reconciliation of Adjusted Operating Return on Allocated Capital



	($ in millions, unless otherwise indicated)	Year ended December 31, 2024

	Total Voya Financial, Inc. Shareholders' Equity — end of period	$4,005
	Total Voya Financial, Inc. Shareholders' Equity — average for period	$4,254
	Net income (loss) available to Voya Financial, Inc.’s common shareholders	$626
	Return on Voya Financial, Inc. Equity	14.7%

	Total Voya Financial, Inc. Shareholders' Equity — average for period	$4,254
	Less: Accumulated Other Comprehensive Income (AOCI) — average for period	(2,324)
	Plus: Total Voya Debt — average for period	2,251
	Total Capitalization (Excluding AOCI) — average for period	$8,829
	Less: Corporate Segment Capital — average for period	3,351
	Total Allocated Capital — average for period, including quantitative adjustments	$5,478
	Adjusted operating earnings after income taxes	736
	Less: Corporate adjusted operating earnings after income taxes	(185)
	Adjusted operating earnings after income taxes, excluding Corporate	$921
	Quantitative Adjustments1	38
	Adjusted Operating earnings after income taxes, excluding Corporate and including quantitative adjustments	$959
	Adjusted Operating Return on Allocated Capital	17.5%

(1)Includes adjustments made by the Compensation, Benefits, and Talent Management Committee, primarily related to incentive

compensation above or below target that is reported in Corporate and expenses which emerged in the segments which had been

targeted for Corporate.



	Voya 2025 Proxy Statement	A-5

Voya Financial, Inc.

Reconciliation of Total Revenues to Adjusted Operating Revenue and Net Revenue



	Year Ended


($ in millions)	2024	2023

Total revenues	$8,050	$7,348
Less:
Net investment gains (losses)	22	(44)
Revenues (losses) related to business exited or to be exited through reinsurance or divestment	102	113
Revenues (loss) attributable to noncontrolling interests	243	247
Other adjustments	196	211
Total adjusted operating revenues	$7,487	$6,822

Wealth Solutions	$2,905	$2,776
Health Solutions	3,577	3,082
Investment Management	982	916
Corporate	23	48
Total adjusted operating revenues	$7,487	$6,822

Wealth Solutions - Adjusted operating revenues	$2,905	$2,776
Plus:
Interest credited and other benefits to contract owners/policyholders	(849)	(895)
Net Revenue	2,056	1,881
Less:
Alternative investment income and prepayment fees above (below) long-term expectations	(53)	(110)
Wealth Solutions - Net revenue excluding notable items	$2,109	$1,991

Health Solutions - Adjusted operating revenues	$3,577	$3,082
Plus:
Interest credited and other benefits to contract owners/policyholders	(2,602)	(1,895)
Net Revenue	975	1,185
Less:
Alternative investment income and prepayment fees above (below) long-term expectations	(7)	(10)
Other1	—	(16)
Health Solutions - Net revenue excluding notable items	$982	$1,212

Investment Management - Adjusted operating revenues	$982	$916
Net Revenue	982	916
Less:
Alternative investment income and prepayment fees above (below) long-term expectations	(9)	(2)
Investment Management - Net revenue excluding notable items	$991	$918

(1)In 2023, includes changes in certain legal and other reserves not expected to recur at the same level.



	Voya 2025 Proxy Statement	A-7

Voya Financial, Inc.

Calculation and Reconciliation of Financial Leverage excluding AOCI and debt maturing in 2025



	($ in millions, unless otherwise indicated)	Year ended December 31, 2024

	Financial Debt
	Total financial debt	$2,502
	Other financial obligations1	304
	Total Financial Obligations	$2,806

	Mezzanine Equity
	Allianz Noncontrolling Interest	$219

	Equity
	Preferred equity2	$612
	Common equity (Excluding AOCI)	5,855
	Total Equity (Excluding AOCI)	6,467
	Accumulated other comprehensive income (AOCI)	(2,462)
	Total Voya Financial, Inc. Shareholders' Equity	4,005
	Noncontrolling interest	1,783
	Total Shareholders' Equity	$5,788

	Capitalization3	$6,507
	Debt-to-Capital Ratio4	38.5%
	Plus:
	Capital impact of adding noncontrolling interests	(9.1)%
	Impact of adding other financial obligations and treatment of preferred stock5	9.4%
	Capital impact of excluding AOCI	(8.5)%
	Impact of excluding the $400 million of debt maturing in 20256	(2.5)%
	Financial leverage excluding AOCI and debt maturing in 20257	27.8%
	Adjusted Capitalization excluding AOCI and debt maturing in 20258	$10,875

(1)Includes operating leases, finance leases, and unfunded pension plan after-tax.

(2)Includes Preferred stock par value and additional paid-in-capital.

(3)Includes Total Financial Debt and Total Voya Financial, Inc. Shareholders' Equity.

(4)Includes Total Financial Debt divided by Capitalization.

(5)Includes the impact of eliminating equity treatment for preferred stock.

(6)Excludes the $400 million 3.976% Senior Notes maturing on February 15, 2025 from Total Financial Obligations and Adjusted

Capitalization due to $400 million of 5.000% Senior Notes due 2034 which were issued in third quarter of 2024 in anticipation of the

maturity.

(7)Includes Total Financial Obligations and Preferred equity less the $400 million of debt maturing in 2025 divided by Adjusted Capitalization

excluding AOCI and debt maturing in 2025.

(8)Includes Total Financial Obligations, Mezzanine Equity, and Total Shareholders' Equity excluding AOCI and the $400 million of debt

maturing in 2025.



	A-8	Voya 2025 Proxy Statement

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-looking statement due to, among other things, (i) global

market risks, including general economic conditions, our ability to manage such risks and interest rates; (ii) liquidity and credit

risks, including financial strength or credit ratings downgrades, requirements to post collateral, and availability of 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 ability to achieve desired returns or liquidate certain assets; (v) operational risks, including

cybersecurity and privacy failures and our dependence on third parties; (vi) tax, regulatory and legal risks, including limits on

our ability to use deferred tax assets, changes in law, regulation or accounting standards, and our ability to 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, 2024, filed with the

Securities and Exchange Commission on February 21, 2025.



	After Income Taxes		Per Share


($ in millions, except per share)	Full Year 2024	Full Year 2023	Full Year 2024	Full Year 2023

Net Income (loss) available to Voya Financial, Inc.'s common shareholders	$626	$589	$6.17	$5.42
Less:
Net investment gains (losses)	39	(2)	0.39	(0.02)
Income (loss) related to businesses exited or to be exited through reinsurance or divestment	(75)	(44)	(0.74)	(0.40)
Other adjustments	(75)	(128)	(0.74)	(1.18)
Adjusted operating earnings	$736	$763	$7.25	$7.02
Average Common Equity excluding AOCI	$5,966	$5,925
Adjusted Operating Return on Equity (ROE)	12.3%	12.9%
2024 and 2023 Average Adjusted Operating ROE and EPS	12.6%		$7.14


Proxy Summary		1
Part I:	Corporate Governance	2
	Proposal 1: Election of Directors	2
	Director Nominees	6
	Board Leadership	18
	Board Role in Risk Oversight	20
	Board Operations	21
	Director Independence	22
	Board Committees	23
	Executive Officers	27
	Shareholder Engagement	31
Part II:	Compensation Matters	32
	Proposal 2: Advisory Vote to Approve Executive Compensation	32
	Compensation Discussion and Analysis	33
	Relationship of Compensation Policies and Practices to Risk Management	51
	Report of our Compensation, Benefits and Talent Management Committee	52
	Executive Compensation Tables and Narratives	53
	CEO Pay Ratio	67
	Non-Employee Director Compensation	68
Part III:	Audit-Related Matters	70
	Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	70
	Membership of our Audit Committee	71
	Report of our Audit Committee	71
	Fees Paid to Independent Registered Public Accounting Firm	72
Part IV:	Certain Relationships and Related-Party Transactions	73
	Related-Party Transaction Approval Policy	73
	Beneficial Ownership of Certain Holders	75
Part V:	Other Information	77
	Frequently Asked Questions About our Annual Meeting	77
Exhibit A:	Non-GAAP Financial Measures	A-1


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