🔍 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Voya Financial. Think of it as an invitation and an instruction manual for the company's annual shareholder meeting. It tells you what will be voted on, introduces the board members, explains how top executives are paid, and shows how the company is run. The meeting will be virtual on May 21, 2026.

🏢 What Voya Financial Does

👉 In simple terms, Voya is a financial services company that helps people and companies plan for retirement, invest money, and manage employee benefits. They run three main businesses: Retirement, Investment Management, and Employee Benefits. They're like a one-stop shop for workplace financial solutions.

💰 2025 Financial Highlights

2025 was a strong year, marked by hitting major milestones. Here’s what the company achieved:

Big Earnings: They generated over $1 billion in pre-tax adjusted operating earnings and $775 million in excess capital (profit that can be reinvested or returned to shareholders).
Asset Milestone: Their combined assets under management and administration exceeded $1 trillion for the first time.
Giving Back to Shareholders: They returned about $375 million to shareholders through $200 million in stock buybacks and $174 million in dividends.
Business Segment Performance:
- Retirement: Made $959 million in earnings, with a record $28.2 billion in net new money from customers.
- Investment Management: Earned $226 million, with a record $14.6 billion in net new money.
- Employee Benefits: Saw a huge jump in earnings to $152 million (from $40 million in 2024) thanks to better pricing and risk management.

👥 Who's Running the Show? (Board & Leadership)

The board proposes 12 directors for election. A key fact is that 11 of them are independent, meaning they don't work for the company day-to-day. They bring diverse skills from marketing, finance, tech, and global leadership.

Non-Executive Chair: Ruth Ann M. Gillis (since 2015) leads the board separately from the CEO.
CEO: Heather Lavallee (since 2023), who has been with the company for years leading different businesses.
The Team: The filing lists the experience of all executive officers, like the CFO, heads of each business unit, and the Chief Legal Officer.

🤝 Executive Compensation (Pay-for-Performance)

This is a core part of the vote. Voya’s philosophy is "pay-for-performance," meaning a big chunk of executive pay is tied to hitting company goals.

How it Works: Pay is a mix of:
- Base Salary: Fixed cash.
- Annual Cash Bonus: Based on yearly profit, growth, and strategic goals.
- Long-Term Stock Awards: The biggest part. These are "performance shares" that only pay out if Voya hits multi-year targets on earnings, return on equity, and—critically—its stock performance compared to other companies.
2025 Results: Based on hitting targets, CEO Heather Lavallee's total compensation for 2025 performance was $16.2 million. Other top executives received between $5.7 million and $8.4 million.

🌍 Shareholder Engagement & Governance

Voya actively talks with its owners. In 2025, management met with shareholders representing 82% of the company's stock. They discussed governance, board composition, and pay, and reported "broad support" for their approach. The board also does self-assessments and requires directors to own company stock.

🔮 What's Next for Voya

The company heads into 2026 with a strong financial position and about $400 million in excess capital. This gives them flexibility to invest, make acquisitions, or return more cash to shareholders. They highlighted the successful integration of the OneAmerica acquisition, which exceeded financial targets, as a template for future growth.

⚖️ The Vote & Board Recommendations

Shareholders are asked to vote on three main items at the meeting:

Elect 12 Directors: The board says Vote FOR all of them.
Approve Executive Pay: An advisory vote. The board recommends Vote FOR.
Ratify the Auditor: Appoint Ernst & Young LLP for 2026. The board recommends Vote FOR.

🧠 The Analogy

Think of Voya's leadership like a sports team's coaching staff and star players. The Board of Directors is the coaching staff—they set the strategy, oversee the game plan, and hire the head coach. The CEO and executives are the star players executing on the field, and a big part of their contract (compensation) is tied to whether the team wins games (hits financial targets) and its standing in the league (stock performance vs. peers). This filing shows you the playbook and how well the team did last season.

🧩 Final Takeaway

Voya Financial had a banner year in 2025, hitting record profits and assets, which led to more cash for shareholders. The company is asking investors to approve its board and its pay-for-performance system, which heavily rewards executives for beating specific financial and stock-price goals over the long term.

Voya Financial, Inc. — DEF 14A Filing