Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Election of Directors
On April 12, 2021, the Board of Directors (the "Board") of Voya Financial, Inc.
(the "Company") appointed Yvette S. Butler as a director of the Company,
effective as of April 30, 2021. Ms. Butler is being appointed to the position
that will become vacant upon the departure of Lynne Biggar, who, as previously
announced, is voluntarily stepping down from the Board of Directors of the
Company following the Board's meeting currently scheduled for April 29, 2021. It
is anticipated that Ms. Butler will be appointed to the Compensation and
Benefits Committee, Nominating and Governance Committee, and Risk, Investment
and Finance Committee as of April 30, 2021. The Board has affirmatively
determined that, upon appointment, Ms. Butler will be an independent director
under the corporate governance standards of the New York Stock Exchange.
Ms. Butler is the President of SVB Private Bank & Wealth Management. Prior to
joining SVB in June of 2018, Ms. Butler was the Executive Vice President of
Capital One Investing since April 2013. She is also a board member and Treasurer
of the Washington Area Women's Foundation. Prior to joining Capital One, Ms.
Butler served as Managing Director for Wells Fargo Advisors heading up the
direct business teams, including WFA Solutions and WellsTrade. Ms. Butler also
led investor marketing for E*Trade and launched Merrill Lynch's Financial
Advisory Center which later became MerrillEdge. In 2001, she moved to Merrill
Lynch as retirement group director. Ms. Butler's early career included Merrill
Lynch investment banking, Charles Schwab and McKinsey. She was named to the
Washingtonian's prestigious list of Most Powerful Women in Washington in 2017
and was named to Savoy magazines 100 Most Influential Blacks in Corporate
America in 2020. Ms. Butler received an MBA from Stanford University's Graduate
School of Business and a bachelor's degree in Finance and Management Information
Systems from the University of Virginia's McIntire School of Commerce.
Ms. Butler will receive compensation as a non-employee director as described on
pages 54 to 55 of the Company's proxy statement filed with the Securities and
Exchange Commission on April 13, 2021.
There are no related person transactions involving Ms. Butler that would require
disclosure pursuant to Item 404(a) of Regulation S-K.
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