Aylwin Lewis
Voya FinancialAbout Aylwin B. Lewis
Independent director of Voya Financial since 2020; age 71. Former Chairman/CEO/President of Potbelly, with prior CEO roles at Sears Holdings and Kmart, and senior operating leadership at YUM! Brands. Designated an SEC “audit committee financial expert,” reflecting deep financial oversight and operating credentials. Currently serves on the boards of Marriott International and The Chefs’ Warehouse (public companies).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Potbelly Corporation | Chairman, CEO & President | 2008–2017 | Led growth and operations at a public QSR chain; strategic and financial oversight |
| Sears Holdings Corporation | President & CEO | 2005–2008 | Turnaround leadership post Sears–Kmart merger; large-scale retail operations |
| Kmart Holding Corporation | President & CEO | 2004–2005 | Led national retailer pre-merger; financial and operational execution |
| YUM! Brands (incl. Pizza Hut) | Chief Multi-Branding & Operating Officer; COO; COO Pizza Hut | 1996–2004 | Multi-brand operations; systems/efficiency across global QSR portfolio |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | Director | Current | Not specified in VOYA proxy |
| The Chefs’ Warehouse, Inc. | Director | Current | Not specified in VOYA proxy |
| Red Robin, The Walt Disney Company, Starwood Hotels | Prior Director (public cos.) | Prior | Governance experience across consumer sectors |
Board Governance
- Committee assignments: Audit Committee Chair; member of Compensation, Benefits & Talent Management; member of Nominating, Governance & Social Responsibility. Audit Committee met 10 times; Compensation 8; NGSR 4 in 2024. He is one of two designated Audit Committee Financial Experts.
- Independence: Board determined Mr. Lewis is independent under NYSE rules.
- Attendance: No director below 75% attendance; Board/committee average attendance ~97% in 2024; 32 executive sessions held.
- Board leadership: Non‑Executive Chairperson structure; independent directors meet regularly in executive session.
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Standard for non‑employee directors |
| Committee membership fee | $10,000 (per committee) | For all committees except chairs |
| Committee chair fees | $30,000 (Audit); $20,000 (other standing committees) | Audit chair premium reflects oversight intensity |
| Non‑Exec Chair retainer | $150,000 | Applies to Chairperson (not Mr. Lewis) |
| Deferral plan | Available | Directors may defer cash fees; stock or cash accounts; flexible payout schedules |
| Mr. Lewis — 2024 cash paid | $146,667 | Actual fees earned for 2024 service |
Performance Compensation
| Equity Element | Grant Value (2024 Reporting) | Vesting | Structure |
|---|---|---|---|
| Annual RSUs | $150,015 | Vests at next annual meeting | Time‑vested RSUs; no performance metrics for directors |
| RSUs outstanding (as of 12/31/2024) | 8,441 | Outstanding balance | Reflects prior director grants |
Directors do not receive performance-based equity (PSUs/options); annual grants are time‑vested RSUs to align with shareholders while avoiding pay-for-performance conflicts in board oversight.
Other Directorships & Interlocks
| Company | Relation to VOYA | Potential Interlock/Conflict |
|---|---|---|
| Marriott International | External public board | No VOYA‑disclosed related-party transactions with Mr. Lewis |
| The Chefs’ Warehouse | External public board | No VOYA‑disclosed related-party transactions with Mr. Lewis |
| Prior boards (Red Robin, Disney, Starwood) | Historical governance roles | No current VOYA interlocks disclosed |
Expertise & Qualifications
- SEC “audit committee financial expert” designation; chairs Audit Committee overseeing financial reporting, auditor independence, internal controls.
- Senior operating leader across large, complex consumer enterprises (retail/QSR) with CEO-level P&L and transformation experience.
- Governance breadth: service on compensation and nominating committees; prior multi‑industry public board exposure.
Equity Ownership
| Metric | Amount |
|---|---|
| Shares owned directly | 486 |
| Additional underlying stock units (director RSUs/deferred units) | 8,441 |
| Total beneficial plus stock units | 8,927 |
| Ownership as % of shares outstanding | <1% (“*”) |
| Director stock ownership guideline | 5x annual board cash fees; compliance due within 5 years |
| Compliance status (as of 3/26/2025) | In compliance (not on exception list) |
| Hedging/pledging | Prohibited under VOYA policy |
Governance Assessment
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Strengths
- Audit Committee Chair with financial expert designation enhances oversight of reporting integrity, auditor independence, and internal control rigor.
- Multi‑committee engagement (Compensation; NGSR) supports cross‑functional governance on pay, talent, and board composition/succession.
- Independence affirmed; strong board attendance culture (~97%) and frequent executive sessions bolster effective challenge of management.
- Ownership alignment: meets director stock ownership guideline; RSU‑based pay aligns with shareholder value; hedging/pledging prohibited.
- Broader shareholder confidence signals: Say‑on‑pay support rebounded to 98.2% in 2024 after program changes, indicating constructive board responsiveness.
-
Considerations
- External public boards (Marriott, Chefs’ Warehouse) increase professional commitments; continued monitoring of time allocation is prudent given audit chair workload and committee assignments. No related-party transactions disclosed.
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RED FLAGS
- None disclosed related to Mr. Lewis: no related‑party transactions, hedging/pledging, or attendance shortfalls flagged in proxy.