VOYANYSE,NYSESEC EDGAREDGAR

Voya Financial, Inc.

Life Insurance·NEW YORK, NY·FY end 12/31·CIK 1535929

Board of Directors

12 members · 11 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Lynne BiggarDirector11y63AuditCompTech$336,539
S. Biff BowmanDirector3y62AuditRiskTech$329,936
Yvette S. ButlerDirector5y60CompRiskTech$338,942
Jane P. ChwickDirector12y63NCGRiskTech$362,093
Kathleen DeRoseDirector7y65AuditRiskTechExecutive$342,936
Hikmet ErsekDirector3y65CompNCGRisk$308,532
Ruth Ann M. GillisChair11y71NCGRiskExecutive$479,936
Heather LavalleeCEO and Director4y56Executive
Robert G. LearyDirector2y63CompNCGRisk$325,936
Aylwin B. LewisDirector6y72AuditCompNCG$324,936
William J. MullaneyDirector2y65AuditNCGTech$322,691
Joseph V. TripodiDirector11y70CompNCGTech$341,726

Risk-factor diff

FY 2025 10-K vs. FY 2024
+33 new36 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

Risks associated with our institutional funding with the Federal Home Loan Bank system and other funding arrangements.

NEW · FY 2025

We offer stable value products primarily as a fixed rate, liquid asset allocation option for employees of our plan sponsor customers within the defined contribution funding plans offered by our Retirement business. These products provide a guaranteed annual credited rate on participant account values and generally allow immediately eligible participant withdrawals and transfers without a market value adjustment.

NEW · FY 2025

We and our subsidiaries are currently subject to periodic review by independent credit rating agencies such as S&P, Moody's, Fitch and A.M. Best, each of which currently maintain an investment grade rating with respect to us or our subsidiaries as further detailed in

NEW · FY 2025

in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of this Annual Report on Form 10-K. Our ability to obtain secured or unsecured debt financing and the cost of such financing depend, in part, on our credit ratings. A credit rating downgrade could negatively impact our ability to obtain such financing and increase borrowing costs. In turn, maintaining our credit ratings depends on strong financial results and on other factors, including the outlook of the rating agencies on our sector and the market generally.

NEW · FY 2025

lack of liquidity, downturns in the economy or real estate values, operational failure or other factors, or even rumors about potential defaults by one or more of these parties, could have a material adverse effect on our results of operations, financial condition and liquidity. Actual or anticipated changes or downgrades in counterparty credit ratings, including any announcement that such ratings are under review for a downgrade, could increase our corporate borrowing costs and limit our access to the capital markets, which could adversely impact our financial results.

+ 25 more new paragraphs not shown

Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.