Martin J. Gavin

About Martin J. Gavin

Martin J. Gavin (year of birth: 1950) is an Independent Trustee of Voya Emerging Markets High Dividend Equity Fund (ticker: IHD) and the broader Voya family of funds, serving since August 2015; his principal occupation in the last five years is “Retired.” He oversees 131 funds in the Voya fund complex and holds no other public company board positions; he is designated an Audit Committee Financial Expert and currently chairs both the Audit Committee and the Nominating & Governance Committee, underscoring finance and governance expertise . The Board is entirely independent (six trustees), and no trustee, including Gavin, attended fewer than 75% of Board and relevant committee meetings in the fiscal year ended Feb. 28, 2025 .

Past Roles

External Roles

Board Governance

• Board structure and independence: The IHD Board has six members, all Independent Trustees; Joseph E. Obermeyer serves as Independent Chair of the Board across the Voya funds .
• Committee leadership and assignments:
  • Audit Committee: Members Baldwin, Gavin, Sullivan; Gavin is Chair; all members are designated Audit Committee Financial Experts; the committee met five times in FY ended 2/28/2025 .
  • Nominating & Governance Committee: All six Independent Trustees serve; Gavin is Chair; the committee met three times in FY ended 2/28/2025 .
• Meeting cadence and attendance: The Board holds eight regular multi‑day meetings per year and additional special meetings; for FY ended 2/28/2025, no Trustee attended fewer than 75% of Board and committee meetings of which they were a member .
• Retirement policy: Independent Trustees retire on Dec. 31 of the year they attain age 75, unless the Independent Trustees vote to extend the date to avoid a shareholder meeting requirement; policy can be changed by majority of Independent Trustees .

Fixed Compensation

Footnotes and other compensation provisions disclosed:

• Obermeyer deferred $38,000 of his FY25 compensation under a deferral program; not applicable to Gavin by disclosure .
• Boyer and Pressler have retirement payment elections ($400,000 and $113,333, respectively); no such retirement payment is disclosed for Gavin .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Audit Committee Financial Expert designation (Sarbanes‑Oxley), reflecting accounting/financial reporting competence; currently chairs the Audit Committee .
• Governance leadership as Chair of the Nominating & Governance Committee (oversees board composition, self-evaluations, governance policies, and Independent Trustee compensation studies) .
• Oversees 131 funds in the Voya fund complex, indicating broad investment company oversight experience .

Equity Ownership

Governance Assessment

• Strengths:
  • Independent Board with Independent Chair; independent legal counsel retained by Independent Trustees .
  • Gavin chairs two critical committees (Audit; Nominating & Governance), is a designated Audit Committee Financial Expert, and the Audit Committee met regularly (five times) in FY25, indicating active financial oversight .
  • Attendance: Gavin attended at least 75% of Board/committee meetings (no Trustee fell below threshold) .
  • Conflicts: As of record date, neither Independent Trustees nor their immediate family members owned interests in the adviser, principal underwriter, or their control affiliates; Section 16 reporting compliance affirmed for FY25 .
• Watch items / potential red flags for investors:
  • Retirement timing: With year of birth 1950, Gavin reaches 75 in 2025; Board policy calls for retirement at December 31 of the year a Trustee attains 75 unless extended by the other Independent Trustees to avoid triggering shareholder meeting requirements, which could imply near‑term succession/continuity considerations for two chair roles (Audit; Nominating & Governance) .
  • Ownership disclosure granularity: Aggregate ownership is only disclosed as “Over $100,000,” while the stated ownership policy requires holdings at least equal to the $270,000 annual retainer; the top‑coded disclosure prevents confirming compliance level from public data alone (not necessarily non‑compliance, but unverifiable) .
  • Concentration of committee leadership: Chairing both Audit and Nominating & Governance concentrates governance responsibilities; succession planning for these roles is prudent, particularly given the retirement policy timing .

Overall signal: Strong governance credentials and engagement (committee leadership, financial expert designation, solid attendance, independent structure) support investor confidence; near‑term retirement policy implications and disclosure limits on ownership verification warrant monitoring for continuity and alignment .

Appendix: Key Disclosures and Data Tables

• Committee composition and activity:
  • Audit Committee: Baldwin; Gavin (Chair); Sullivan; 5 meetings in FY ended 2/28/2025; all members are Audit Committee Financial Experts .
  • Nominating & Governance Committee: All six Independent Trustees; Gavin (Chair); 3 meetings in FY ended 2/28/2025 .
• Compensation framework and FY25 reported amounts:
  • Retainers/fees structure (Board, Chair, committee chairs, meeting fees) .
  • FY25 total compensation from Voya fund complex for Gavin: $380,000; IHD pro rata allocation: $452.53 .
• Ownership policy and ranges:
  • Ownership policy and timing to compliance .
  • Ownership ranges (IHD: $0; Aggregate across Voya registered investment companies: Over $100,000) .
• Board independence, attendance, and leadership:
  • All six trustees are independent; Board meets 8 times annually; Independent Chair; no Trustee under 75% attendance in FY25 .
• Conflicts and Section 16 compliance:
  • No adviser/underwriter ownership by Independent Trustees or immediate family; Section 16 filings compliance in FY25 .