Sector: Financials
VOYA FINANCIAL INC · Meeting: May 21, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of 12 Directors to our Board for One-Year Terms
Director since 2014 (with a gap, rejoined 2022); the 3-year TSR gap of -34.4pp versus the peer group median does not breach the 35pp threshold required to trigger an against vote, so no TSR flag applies, and no other policy concerns are identified.
Director since 2023 — less than 24 months of tenure at the time of the meeting, making him exempt from the TSR trigger under our policy's new-director exemption, and no other policy concerns are identified.
Director since 2021; the 3-year TSR gap of -34.4pp versus the peer group median falls just below the 35pp threshold required to trigger an against vote, so no TSR flag applies, and no other policy concerns are identified.
Director since 2014; the 3-year TSR gap of -34.4pp versus the peer group median does not breach the 35pp threshold required to trigger an against vote, and no other policy concerns are identified.
Director since 2019; the 3-year TSR gap of -34.4pp versus the peer group median does not breach the 35pp threshold required to trigger an against vote, and no other policy concerns are identified.
Director since 2023 — less than 24 months of tenure at the time of the meeting, making him exempt from the TSR trigger under our policy's new-director exemption, and no other policy concerns are identified.
Director since 2015 and Non-Executive Chairperson; the 3-year TSR gap of -34.4pp versus the peer group median does not breach the 35pp threshold required to trigger an against vote, and no other policy concerns are identified.
CEO and director since 2022; as an executive director she is subject to the same TSR trigger as all other directors, but the 3-year TSR gap of -34.4pp versus the peer group median does not breach the 35pp threshold required to trigger an against vote, and no other policy concerns are identified.
Director since 2024 — less than 24 months of tenure at the time of the meeting, making him exempt from the TSR trigger under our policy's new-director exemption, and no other policy concerns are identified.
Director since 2020; the 3-year TSR gap of -34.4pp versus the peer group median does not breach the 35pp threshold required to trigger an against vote, and no other policy concerns are identified.
Director since 2024 — less than 24 months of tenure at the time of the meeting, making him exempt from the TSR trigger under our policy's new-director exemption, and no other policy concerns are identified.
Director since 2015; the 3-year TSR gap of -34.4pp versus the peer group median does not breach the 35pp threshold required to trigger an against vote, and no other policy concerns are identified.
All 12 director nominees receive a FOR vote. Voya's 3-year stock return of +5.7% is a low-positive result, which means a peer underperformance gap of 35 percentage points or more is needed to trigger an against vote. The actual gap versus the company-disclosed peer group median is -34.4 percentage points — just under the threshold — so the TSR trigger does not fire for any director with qualifying tenure. Three nominees (Bowman, Ersek, Mullaney, and Leary) joined within the past 24 months and are separately exempt. No overboarding, attendance, independence, or other disqualifying factors are identified.
CEO
Heather Lavallee
Total Comp
$12,593,676
Prior Support
98.4%%
CEO total compensation of approximately $12.6 million is reasonable for a $6.7B financial services company, and approximately 94% of total pay is variable and tied to performance — well above the 50-60% minimum our policy expects. The pay-for-performance structure uses long-term metrics including relative total shareholder return, return on equity, and earnings per share over a three-year period, with a meaningful clawback policy that exceeds legal requirements. Prior-year shareholder support was 98.4%, reflecting broad investor satisfaction, and company performance in 2025 was strong across all segments with over $1 billion in adjusted operating earnings.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$14,700,000
Non-Audit Fees
$3,200,000
Non-audit fees (audit-related fees of $1.5M plus tax fees of $1.7M = $3.2M) represent approximately 22% of audit fees ($14.7M), well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire — policy requires confirmed data to vote against on tenure grounds. EY is a Big 4 firm appropriate for a $6.7B financial services company, and no material restatements are disclosed.
Voya's 2026 annual meeting ballot contains three standard proposals: director elections, say on pay, and auditor ratification. All three receive a FOR vote — the director TSR gap narrowly misses the trigger threshold, CEO pay is well-structured with 94% variable compensation, and Ernst & Young's non-audit fees are a modest 22% of audit fees with no restatement concerns.
15 companies disclosed in 2026 proxy filing
