Christopher P. Sullivan
About Christopher P. Sullivan
Christopher P. Sullivan (born 1954) serves as an Independent Trustee of the Voya Emerging Markets High Dividend Equity Fund (IHD) and the broader Voya family of funds, with board service since October 2015; his principal occupation is listed as Retired and he oversees 131 funds in the complex . He is designated an Audit Committee Financial Expert through his service on the Board’s Audit Committee and also chairs the Investment Review Committee F (IRC F), reflecting capital markets oversight expertise . The Board is composed entirely of Independent Trustees, meets eight times per year, and for the fiscal year ended February 28, 2025 no Trustee attended fewer than 75% of aggregate Board and committee meetings of which they were a member, indicating strong attendance and engagement .
Past Roles
No prior employment details beyond “Retired” were disclosed in the proxy for Mr. Sullivan .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | The proxy lists no other public company board positions for Mr. Sullivan . |
Board Governance
- Board structure and independence: The Board has six members, all Independent Trustees; Joseph E. Obermeyer is the independent Chairperson of the Board .
- Meeting cadence and attendance: Regular Board meetings are held eight times per year; for FY ended Feb 28, 2025 no Trustee attended fewer than 75% of Board and applicable committee meetings .
- Committee assignments and chair roles (FY ended Feb 28, 2025):
- Audit Committee (5 meetings): Members Baldwin, Gavin (Chair), Sullivan; all members designated Audit Committee Financial Experts .
- Compliance Committee (4 meetings): Members Pressler, Boyer (Chair), Obermeyer .
- Contracts Committee (5 meetings): All six Independent Trustees; Chair Pressler .
- Investment Review Committee E (5 meetings): Baldwin (Chair), Gavin, Obermeyer .
- Investment Review Committee F (5 meetings): Pressler, Boyer, Sullivan (Chair) .
- Nominating & Governance Committee (3 meetings): All six Independent Trustees; Chair Gavin .
- Risk oversight focus: The Board and its committees oversee investment, liquidity, valuation, operational, regulatory, reputational, and cybersecurity risks; the CIRO and Investment Risk Department report into the Independent Trustees, supporting investment risk oversight (including via the IRCs) .
Fixed Compensation
Compensation framework and actuals (FY ended Feb 28, 2025):
| Component | Policy/Amount | Recipient-specific detail | Source |
|---|---|---|---|
| Annual retainer (Independent Trustee) | $270,000 | Applies to Mr. Sullivan | |
| Committee Chair retainers | $30,000 (Sullivan – Committee Chair), $65,000 (Pressler), $30,000 (Boyer), $60,000 (Gavin), $30,000 (Baldwin) | Sullivan is Chair of IRC F and is eligible for the $30,000 chair retainer | |
| Board Chair retainer (incremental) | $100,000 | Paid to Board Chair (Obermeyer), not to Sullivan | |
| Meeting fees | $10,000 per attendance at regularly scheduled meetings (4 quarterly, 2 auxiliary, 2 annual contract review) | Applies to all Independent Trustees, including Sullivan | |
| Total compensation from fund complex (FY) | $380,000 | Christopher P. Sullivan total across Voya fund complex | |
| IHD fund-level allocation (FY) | $452.53 | Portion of Sullivan’s compensation allocated to IHD |
Notes: Trustees are reimbursed for reasonable expenses; allocations to each fund are pro rata based on average net assets; the Board may designate other special meetings as compensable .
Performance Compensation
No performance-based or equity-linked director compensation is disclosed for Trustees.
| Performance element | Detail |
|---|---|
| Cash bonus tied to KPIs | None disclosed |
| Equity awards (RSUs/PSUs/Options) | None disclosed for Trustees |
| Performance metrics (revenue, EBITDA, TSR, ESG) | Not applicable to Trustee pay |
| Clawbacks, change-in-control, severance | Not applicable to independent Trustees (not disclosed) |
Other Directorships & Interlocks
| Company | Role | Committee roles | Overlap/Conflicts |
|---|---|---|---|
| None disclosed | — | — | None disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert designation through Audit Committee service .
- Chair of IRC F with responsibility for monitoring investment performance and advising on sub-adviser and investment risk oversight, indicating portfolio oversight and risk governance expertise .
- Long-tenured independent board member across the Voya family since 2015, overseeing 131 funds .
Equity Ownership
Trustee ownership and alignment (as of Feb 28, 2025):
| Holding | IAE | IHD | IGA | IGD | IDE | Aggregate in Voya family |
|---|---|---|---|---|---|---|
| Christopher P. Sullivan | $0 | $0 | $0 | $0 | $0 | Over $100,000 (includes deferred comp and/or 401(k) notional choices) |
Ownership policy and compliance context:
- The Board’s Ownership Policy requires Independent Trustees to beneficially own Voya fund shares (including variable contracts and deferred compensation elections) with an initial value equal to or exceeding the annual Trustee retainer (excluding chair retainers); existing Trustees have a reasonable period (generally ≤3 years from appointment or ≤1 year from retainer increases) to reach the minimum .
- Based on the disclosed “Over $100,000” aggregate category (a broad range) and absence of precise dollar amounts, compliance status versus the $270,000 annual retainer minimum cannot be definitively determined from the proxy .
- As of the Record Date, none of the Independent Trustees or their immediate family members owned interests in the Adviser, principal underwriter, or their control affiliates (excluding registered investment companies), reducing related-party conflict risk .
Governance Assessment
Strengths
- Independence and structure: Entirely independent Board with an independent Chair; robust committee architecture; Sullivan serves on Audit and chairs IRC F, enhancing oversight of financial reporting and investment risks .
- Attendance and engagement: No Trustee below 75% attendance; regular eight-meeting cadence plus active committees suggest strong engagement .
- Compliance and conflicts: Section 16(a) reporting compliance affirmed; no ownership of Adviser/Underwriter by Independent Trustees or immediate family; no red-flag related-party exposures disclosed .
Watch items
- Ownership alignment optics: Fund-level holdings in IHD are $0 (though aggregate Voya family exposure is “Over $100,000” via direct/indirect holdings/deferrals). Because the Ownership Policy minimum equals the annual retainer ($270,000), the categorical disclosure prevents confirming full compliance; monitoring future disclosures for quantified values is prudent .
- Pay transparency: While the framework and total complex compensation are disclosed, the absence of performance-based elements means alignment relies primarily on the Ownership Policy and meeting-based fees rather than outcome-linked incentives .
Red flags
- None observed in the proxy regarding related-party transactions, option repricings, hedging/pledging, legal proceedings, or late Section 16 filings for Mr. Sullivan; the funds state reporting compliance for FY ended Feb 28, 2025 .