Heather Lavallee
Voya FinancialAbout Heather Lavallee
Heather Lavallee is President & CEO of Voya Financial and has served on Voya’s Board since July 2022; she is 55 years old and has 30+ years of financial services experience . She holds a BA in psychology from Colby College and an MBA from Pepperdine University’s Graziadio School of Business . Under her leadership, Voya completed strategic acquisitions (AGI U.S. asset management teams, Benefitfocus, OneAmerica’s full‑service retirement) and drove strong results: 2024 net income $626M ($6.17 diluted EPS), adjusted operating earnings $736M ($7.25), ~$650M excess capital generation and $800M returned to shareholders via buybacks/dividends . 2024 segment highlights included 30% YoY earnings growth in Wealth Solutions and record $12.5B net flows at Investment Management, with corrective actions underway to improve Health Solutions stop‑loss margins in 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Voya Financial | President & CEO; Director | CEO since Jan 2023; Director since Jul 2022 | Led acquisitions (AGI U.S., Benefitfocus, OneAmerica), capital returns; drove segment growth |
| Voya Financial | CEO, Wealth Solutions | 2021–2023 | Customer experience, profitable growth; participant accounts to 7.5M; strong net flows |
| Voya Financial | President, Tax‑Exempt Markets | 2016–2021 | Full P&L leadership across product, distribution, finance, ops |
| Voya Financial | President, Employee Benefits (now Health Solutions) | 2011–2016 | Oversaw group/voluntary insurance; underwriting, actuarial, distribution, marketing |
| Mutual of Omaha; Sun Life NY Insurance & Annuity | Regional VP; other roles (pre‑Voya) | Prior to 2008 | Senior roles in group insurance; industry foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Council for Economic Education | Board member | Current | Non‑profit board service |
| American Council of Life Insurers | Board member | Current | Industry association board |
| National Down Syndrome Society; Junior Achievement of Southwest New England | Board roles | Prior | Prior external non‑profit boards |
Fixed Compensation
Multi‑year CEO compensation reported under SEC rules:
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | Change in Pension Value ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 950,000 | 7,124,941 | 1,560,375 | 7,344 | 77,574 | 9,720,234 |
| 2023 | 950,000 | 5,830,245 | 1,752,750 | 113,898 | 75,479 | 8,722,372 |
| 2022 | 662,424 | 5,516,796 | 2,141,775 | 0 | 70,104 | 8,391,099 |
All Other Compensation (2024 detail):
| Component | Amount ($) |
|---|---|
| 401(k) match | 19,833 |
| Deferred Comp Savings Plan employer match (DCSP) | 41,400 |
| Financial/tax services | 16,340 |
| Total | 77,574 |
Stock ownership guidelines: CEO 5x base salary; counted holdings include directly owned shares, unvested RSUs, certain plan holdings; all NEOs met or are on track to meet within five years . Hedging and pledging of Voya securities are prohibited for directors and officers .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weight | Target | Actual Performance | Funding Payout |
|---|---|---|---|---|
| Adjusted Operating Earnings ($M) | 50% | 1,046 | 870 | 58% |
| Adjusted Operating Return on Allocated Capital (%) | 35% | 19.5% | 17.5% | 74% |
| Strategic Indicators (portfolio score) | 15% | 3.0 | 3.5 | 117% |
| Total company funding | 100% | — | — | 73% |
Lavallee’s target annual incentive was 225% of salary ($2,137,500) with actual payout $1,560,375 (73% of target) . Performance drivers included Wealth Solutions earnings up 30% YoY, $12.5B Investment Management net flows, and capital returns; Health Solutions actions to improve stop‑loss margins set for 2025 .
Long‑Term Incentives (granted Feb 18, 2025 for 2024 performance)
| Award | Grant Value ($) | Units (#) | Vesting |
|---|---|---|---|
| PSUs | 3,918,750 | 47,979 | 3‑year cliff vest on performance (2025–2027) |
| RSUs | 3,206,250 | 42,371 | Annual in three equal installments |
| Total LTI | 7,125,000 | — | — |
PSU metrics and weights: Relative TSR 50%, Adjusted Operating EPS 30%, Adjusted Operating ROE 20%; TSR payout capped at target if absolute TSR negative; threshold at 25th percentile and max at 85th percentile; goal‑setting aims for aggressive but realistic outcomes . Previously granted PSUs (2022 cycle) paid out at 78% of target (ROE 77%, EPS 58%, Relative TSR 90%) .
2022 One‑Time CEO Transition Award (granted Jul 7, 2022)
- Designed to focus CEO‑elect on sustained stock price performance and retention; $5M for Lavallee (80% PSUs; 20% RSUs) .
- Stock‑price hurdles: $69.10 and $79.10 achieved; earned PSUs vest 6/30/25 and 10/25/25 for CEO; additional hurdles at $89.10, $99.10, $109.10, $119.10 with 30‑day VWAP tests .
- Earned PSUs to date for Lavallee: 16,792 at $69.10 and 16,792 at $79.10 .
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 26, 2025) | Shares Owned | Options Exercisable (60 days) | % of Class | Additional Underlying Stock Units | Total Stock + Units |
|---|---|---|---|---|---|
| Heather Lavallee | 49,941 | — | <1% | 328,715 | 378,656 |
Outstanding equity awards (as of Dec 31, 2024) and vesting:
- Unvested RSUs: 46,474 (2024 grant), 23,568 (2023), 2,854 (2022), plus 16,792 off‑cycle RSUs vesting 7/1/25 .
- Unearned PSUs: 57,815 (2024 cycle vest 2/16/27), 43,195 (2023 cycle vest 2/17/26), 10,611 (2022 cycle vested 2/18/25), and 100,755 off‑cycle PSUs with one‑year deferral on earned portions (30‑day VWAP hurdles) .
- 2024 vesting realizations (value at vest): multiple RSU/PSU tranches totaling $2.1M+ vested value across years of grant; CEO had 11,761 PSUs vested from 2021 awards ($824,917), among other RSU vestings .
Alignment safeguards:
- No hedging or pledging of Voya securities; strict pre‑clearance and trading windows .
- Executive stock ownership guidelines (CEO 5x salary) with compliance/on‑track status disclosed .
- Robust clawback policy exceeding NYSE/Exchange Act Section 10D (recoupment for restatements without misconduct requirement) .
Employment Terms
- Severance Plan (Principal Executive Officer classification effective Jan 1, 2023): CEO severance equals 2.0x base salary + target annual incentive; others 1.75x (pre‑CIC) or 2.0x (within two years post‑CIC); 12 months health continuation; pro‑rated annual incentive; restrictive covenants include one‑year non‑compete and non‑solicit; excise‑tax cutback provision .
- Illustrative potential payments at Dec 31, 2024:
- CEO: Involuntary termination w/o cause (pre‑CIC) total ~$21.6M (includes ~$13.85M equity vesting at $68.83 share price) .
- CEO: Double‑trigger CIC total ~$28.4M (includes ~$20.63M equity vesting) .
- Equity plans set treatment upon termination/CIC under Omnibus Incentive Plans (2019 and 2024) .
Board Governance
- Board Service: Director since 2022; currently member of Executive Committee (with Non‑Executive Chair Ruth Ann Gillis and Kathleen DeRose); Executive Committee met 4 times in 2024 .
- Board structure: Separate Non‑Executive Chair; 11 of 12 directors independent; policy allows flexibility but maintains independent leadership; Lead Director appointed if chair not independent .
- Operations: 10 Board meetings, 36 standing committee meetings, 32 executive sessions; average 97% attendance; no director below 75% attendance in 2024 .
- Director pay: Non‑employee director retainer $105k cash plus committee/chair retainers; RSU grant $170k vesting at next annual meeting; stock ownership requirement 5x annual board cash fees; Lavallee does not receive non‑employee director compensation as an employee director .
Compensation Peer Group (benchmarking)
- 2024 Comparison Group included Alight, Ameriprise, CNO Financial, Conduent, Equitable Holdings, Franklin Resources, The Hartford, HealthEquity, Invesco, Lincoln National, MetLife, Northern Trust, Principal Financial, Prudential Financial, T. Rowe Price, Unum .
- 2025 change: remove MetLife and Prudential; add Corebridge Financial to better align on median revenue and market cap .
Say‑on‑Pay & Shareholder Feedback
- 2024 approval: 98.2% (rebound from 59.7% in 2023); company engaged top holders and implemented program/disclosure changes aligned with pay‑for‑performance .
- Ongoing engagement: reached out to top 40 holders (~80% shares), met with all who requested, representing ~22% of outstanding; Board/committees review feedback .
Investment Implications
- Pay‑for‑performance alignment is strong: ~90% of CEO 2024 compensation variable; annual funding at 73% reflecting below‑target earnings/ROAC, offset by above‑target strategic indicators; LTI emphasizes three‑year ROE/EPS/Relative TSR .
- Retention risk appears mitigated: one‑time 2022 stock‑price PSU/RSU package with earned tranches deferred to mid/late‑2025 and substantial unearned tranches; ownership guidelines and anti‑hedging/pledging reduce misalignment risk .
- Potential near‑term selling pressure windows: significant vestings scheduled 6/30/25 and 10/25/25 for earned PSUs, plus ongoing RSU tranches; while 10b5‑1 and policy controls apply, monitor Form 4s around vest dates for liquidity signals .
- Change‑of‑control economics: double‑trigger equity acceleration and 2.0x cash multiple could influence deal negotiation dynamics; excise‑tax cutback curbs gross‑up risk .
- Execution focus: 2025 priorities include improving stop‑loss margins and integrating OneAmerica with expected ~$200M revenue and ~$75M operating earnings; achievement should drive PSU outcomes and cash incentive funding .
Appendix: Key 2024 CEO Incentive Targets and Outcomes
| Item | Value |
|---|---|
| Base Salary | $950,000 |
| Annual Incentive Target (% of salary) | 225% |
| Annual Incentive Target ($) | $2,137,500 |
| Actual Annual Incentive Paid | $1,560,375 |
| LTI Granted for 2024 Performance (Feb 18, 2025) | PSUs: $3,918,750 (47,979 units); RSUs: $3,206,250 (42,371 units); Total: $7,125,000 |
| PSU Metrics & Weights | TSR 50%; EPS 30%; ROE 20% |
| 2022–2024 PSU payout | 78% of target |
Notes: Adjusted operating earnings/ROE/EPS are non‑GAAP measures used in incentive designs, with definitions in the proxy’s non‑GAAP exhibit . All vesting schedules are subject to plan terms and trading/policy restrictions .