John V. Boyer
About John V. Boyer
Independent Trustee of Voya Infrastructure, Industrials and Materials Fund (IHD) since August 2010; year of birth 1953; retired executive with decades of fiduciary oversight experience. He serves as Chairperson of the Compliance Committee across the Voya funds since January 1, 2020 and oversees a fund complex of 131 investment companies; the Board for IHD is composed entirely of Independent Trustees and meets eight times per year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bechtler Arts Foundation | President & CEO | 2008–2019 | Oversaw fiduciary aspects and endowment fund oversight |
| Franklin and Eleanor Roosevelt Institute | President & CEO | 2006–2007 | Oversaw business operations including endowment funds |
| The Mark Twain House & Museum | Executive Director | 1989–2006 | Responsible for business operations including endowment funds |
| Voya predecessor mutual funds | Board Member | 1997–2005 | Governance experience in predecessor funds to Voya |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | N/A | “Other Board Positions Held by Trustees: None” for Boyer |
Board Governance
| Body/Committee | Role | FY2025 Meetings | Membership details / Notes |
|---|---|---|---|
| Board of Trustees (IHD) | Independent Trustee | 8 | Board composed of six Independent Trustees; no Trustee attended fewer than 75% of Board and Committee meetings; independent legal counsel engaged |
| Compliance Committee | Chair | 4 | Oversees compliance, cybersecurity, proxy voting, brokerage usage, liquidity risk program |
| Contracts Committee | Member | 5 | All six Independent Trustees are members; renewals of advisory, sub-advisory, distribution and 12b-1; Chair: Sheryl K. Pressler |
| Investment Review Committee F (IRC F) | Member | 5 | Monitors fund investment performance and adviser oversight; Chair: Christopher P. Sullivan |
| Audit Committee | Not a member | 5 | Members: Colleen D. Baldwin, Martin J. Gavin (Chair), Christopher P. Sullivan; all are “Audit Committee Financial Experts” |
Fixed Compensation
| Component | Amount | Frequency/Terms | Notes |
|---|---|---|---|
| Annual retainer (Independent Trustee) | $270,000 | Paid quarterly | Pro rata across Voya funds based on average net assets |
| Committee Chair retainer (Compliance) | $30,000 | Annual | Additional retainer for Boyer as Compliance Committee Chair |
| Per-meeting fee | $10,000 | Per attendance | Applies to 4 quarterly, 2 auxiliary, and 2 annual contract review meetings; special meetings may also be compensated |
| Expense reimbursement | Reasonable out-of-pocket | As incurred | Reimbursed for Board and Committee meetings attended |
Compensation Outcomes (FY ended Feb 28, 2025)
| Metric | IHD allocation | Fund complex total |
|---|---|---|
| Aggregate compensation paid to Boyer | $452.53 | $380,000 |
Deferred/Retirement Compensation
| Feature | Terms | Notes |
|---|---|---|
| Retirement payment election | $400,000 lump sum or three substantially equal payments | Total payment allocated pro rata to all Voya funds; accrued in the year of retirement |
Performance Compensation
| Feature | Status/Details |
|---|---|
| Stock awards (RSUs/PSUs) | Not disclosed for Trustees; compensation structured as cash retainers/fees |
| Options | Not disclosed for Trustees |
| Performance metrics tied to pay | Not applicable for Trustees; compensation is not linked to financial performance metrics |
| Clawback provisions | Not disclosed for Trustees in proxy materials |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None | N/A | N/A | No other board positions disclosed for Boyer |
Expertise & Qualifications
- Long-standing fund governance experience across Voya funds since 1997; Chair of the Board of Trustees (2014–2019); Compliance Committee Chair since January 1, 2020 .
- Education: B.A., University of California, Santa Barbara; M.F.A., Princeton University .
- Fiduciary oversight of endowments and institutional funds (Bechtler Arts Foundation, Roosevelt Institute, Mark Twain House & Museum) .
Equity Ownership
| Fund | Dollar Range of Equity Securities | Notes |
|---|---|---|
| IHD | $0 | As of February 28, 2025 |
| IAE | $0 | As of February 28, 2025 |
| IGA | $0 | As of February 28, 2025 |
| IGD | $0 | As of February 28, 2025 |
| IDE | $0 | As of February 28, 2025 |
| Aggregate across Voya registered investment companies | Over $100,000 | Includes indirect interests via deferred compensation and/or 401(k) plan |
Governance Assessment
- Independence and roles: Boyer is an Independent Trustee; he chairs the Compliance Committee and serves on Contracts and IRC F, indicating strong involvement in oversight of compliance, risk, advisory contracts, and investment performance .
- Engagement: Board meets eight times annually; no Trustee fell below 75% attendance threshold in FY2025, supporting engagement; the Compliance Committee met four times and held one joint session with Audit .
- Compensation alignment: Trustee pay is predominantly fixed cash (retainer, chair fee, meeting fees) with no equity awards; presence of a $400,000 retirement payment election is notable but not performance-linked; IHD’s pro rata share paid to Boyer is de minimis given the complex-wide pooling .
- Ownership alignment: Direct holdings in IHD are $0; aggregate dollar range across the fund family is “Over $100,000,” reflecting indirect interests via deferred comp/401(k)—alignment is at the complex rather than fund-specific level .
- Potential conflicts and red flags:
- No other public company directorships disclosed, reducing external interlock risk .
- No related-party transactions or adverse material interests disclosed for Boyer; nominees reported no material adverse interests .
- RED FLAG consideration: Absence of direct IHD ownership may be viewed as weaker fund-specific alignment; retirement payment election ($400,000) is guaranteed-like and not performance-contingent .