Joanne F. Osberg
About Joanne F. Osberg
Joanne F. Osberg (year of birth: 1982) serves as Senior Vice President and Secretary to the Voya Emerging Markets High Dividend Equity Fund (IHD) and related Voya closed‑end funds. She is Senior Vice President and Chief Counsel for Voya Investment Management’s Mutual Fund Legal Department, and Senior Vice President and Secretary of Voya Investments, LLC, Voya Capital, LLC, and Voya Funds Services, LLC (since March 2023). She has served as Secretary to the Funds since September 2020 and is listed as the Funds’ agent for service (Esq.) in IHD’s N‑PX filing; fund proxies also appoint her as a proxy holder, underscoring her governance/legal responsibilities. Fund‑level executive performance metrics (TSR, revenue, EBITDA) and officer compensation details are not disclosed for officers because they are compensated by Voya Investments, LLC or its affiliates, not by the Fund .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Voya Investment Management – Mutual Fund Legal Department | Senior Vice President & Chief Counsel | Mar 2023 – Present | Leads mutual fund legal oversight and governance across Voya fund complex . |
| Voya Investments, LLC | Senior Vice President & Secretary | Mar 2023 – Present | Corporate governance and fund officer responsibilities for Voya funds . |
| Voya Capital, LLC | Senior Vice President & Secretary | Mar 2023 – Present | Legal and fund governance roles within Voya’s fund administration entities . |
| Voya Funds Services, LLC | Senior Vice President & Secretary | Mar 2023 – Present | Oversees fund services governance and secretary duties . |
| Voya Capital, LLC | Secretary | Aug 2022 – Mar 2023 | Transitional secretary role prior to SVP appointment . |
| Voya Investments, LLC; Voya Funds Services, LLC | Vice President & Secretary | Sep 2020 – Mar 2023 | Day‑to‑day fund governance and secretary responsibilities . |
| Voya Investment Management – Mutual Fund Legal Dept. | Vice President & Senior Counsel | Sep 2020 – Mar 2023 | Senior legal counsel supporting mutual fund regulatory/compliance . |
| Voya Investment Management – Mutual Fund Legal Dept. | Vice President & Counsel | Jan 2013 – Sep 2020 | Legal counsel supporting Voya’s mutual fund legal operations . |
External Roles
Not disclosed in IHD’s proxy filings beyond being designated agent for service for IHD (N‑PX filing cover) .
Fixed Compensation
| Component | Value/Terms |
|---|---|
| Fund‑paid officer compensation | Officers are compensated by Voya Investments, LLC or its affiliates; officers are not paid by any Fund . |
| Base salary | Not disclosed at Fund level; paid by Voya Investments, LLC . |
| Target/actual bonus | Not disclosed at Fund level; paid by Voya Investments, LLC . |
| Perquisites | Not disclosed at Fund level . |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Equity awards (RSUs/PSUs/options) | Not disclosed at Fund level; officer compensation administered by Voya Investments, LLC | — | — | — | — | — . |
| Cash incentives | Not disclosed at Fund level; officer compensation administered by Voya Investments, LLC | — | — | — | — | — . |
Equity Ownership & Alignment
- Beneficial ownership: IHD’s filings do not present a Form 3/4 for Joanne F. Osberg; officers generally report “no securities are beneficially owned” in sample Form 3 filings for other fund officers (e.g., Matthew Toms; Steven Wetter), indicating low direct equity alignment at the Fund level .
- Pledging/hedging: Not disclosed for officers at the Fund level .
- Stock ownership guidelines: The ownership policy disclosed applies to Independent Trustees, not officers; Trustees must own shares across the Voya family equaling at least the annual board retainer, with compliance windows; this policy does not cover fund officers .
- Agent for service: Osberg is listed as the agent for service for IHD (N‑PX), reinforcing her legal custodial role .
Employment Terms
| Term | Disclosure |
|---|---|
| Current roles at the Funds | Senior Vice President (since Mar 2023) and Secretary (since Sep 2020) . |
| Officer tenure & election | Officers are elected by the Board and hold office until successors are chosen and qualified, or until resignation/removal/disqualification; officers hold office until the next annual meeting . |
| Start dates | Secretary role: Sep 2020; SVP roles across Voya affiliates: Mar 2023 . |
| Contract length/expiration | Not specifically disclosed at Fund level; governed by officer election terms above . |
| Severance/change‑of‑control | Not disclosed for fund officers; compensation and employment terms administered by Voya Investments, LLC . |
| Non‑compete/non‑solicit/garden leave | Not disclosed in Fund filings . |
| Post‑termination consulting | Not disclosed in Fund filings . |
Additional Governance Signals
- Proxy authority: Fund proxy statements explicitly appoint Joanne F. Osberg (or Todd Modic) as proxy holder, evidencing operational trust and central governance role for IHD and sister funds .
- Board compensation and ownership policies disclosed in proxies apply to Independent Trustees, not to fund officers; officers are compensated by Voya Investments, LLC .
Investment Implications
- Pay‑for‑performance visibility is limited at the Fund level: officer compensation is outside Fund disclosure (paid by Voya), so base/bonus/equity incentive metrics for Osberg are not available in IHD filings; there are no Fund‑level vesting schedules, severance, or change‑of‑control terms disclosed for officers .
- Insider selling pressure appears low at the Fund level: we did not identify Form 4 activity for Osberg, and sample Form 3s for other officers show no beneficial ownership, suggesting minimal direct IHD equity exposure among fund officers; therefore, trading signals from officer ownership/sales are likely negligible .
- Retention risk at the Fund level is muted: officers serve at the pleasure of the Board, with ongoing election at annual intervals; legal/governance roles like Secretary and agent for service reflect institutional responsibilities rather than Fund‑linked pay incentives .
- Alignment relies on Voya corporate policies: any performance‑tied compensation, clawbacks, or ownership requirements for Osberg would be set by Voya Investment Management and not disclosed in IHD filings; investors should evaluate Voya’s corporate disclosures for deeper incentive alignment analysis .