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 March 22, 2023, the Board of Directors (the "Board") of Voya Financial, Inc.
(the "Company") appointed Stephen Bowman and Hikmet Ersek as directors of the
Company, effective as of March 22, 2023. Messrs. Bowman's and Ersek's
appointments will increase to thirteen the number of directors of the Company.
Effective as of March 22, 2023, Mr. Bowman has been appointed to the Audit
Committee, the Risk, Investment and Finance Committee and the Technology,
Innovation and Operations Committee and Mr. Ersek has been appointed to the
Compensation, Benefits and Talent Management Committee, the Nominating,
Governance and Social Responsibility Committee, and the Risk, Investment and
Finance Committee. The Board has affirmatively determined that Messrs. Bowman
and Ersek will each be independent directors under the corporate governance
standards of the New York Stock Exchange.
Mr. Bowman served as chief financial officer of Northern Trust Corporation, a
leading provider of wealth management, asset servicing, asset management and
banking, from 2014 until his retirement in 2020. Previously, Mr. Bowman held
various leadership positions at Northern Trust, including chief human resources
officer and CEO of the company's European and North American regions. He joined
Northern Trust in 1985.
Mr. Ersek served as chief executive officer of The Western Union Company, a
leader in cross-border, cross-currency money movement and payments, from 2010 to
2021. Previously, he led the company's international expansion in Europe, Africa
and Asia. Prior to joining Western Union, he held several leadership roles at GE
Capital and Europay/Mastercard.
Messrs. Bowman and Ersek will each receive compensation as a non-employee
director as described on page 70 of the Company's proxy statement filed with the
Securities and Exchange Commission on April 14, 2022.
There are no related person transactions involving either Mr. Bowman or Mr.
Ersek that would require disclosure pursuant to Item 404(a) of Regulation S-K.
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