Hikmet Ersek
Voya FinancialAbout Hikmet Ersek
Independent director at Voya Financial since 2023; age 64. Former CEO and director of Western Union (2010–2021) with a 38-year career across global financial services, including GE Capital and Mastercard; currently serves as Austrian Honorary Consul in the U.S. (Colorado, Wyoming, New Mexico) since 2015 . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Union | Chief Executive Officer and Director | 2010–2021 | Led diversification to global digital payments; served 150M customers in 200 countries |
| Western Union | Senior Executive | 1999–2010 | Led international expansion across Europe, Africa, Asia |
| GE (GE Capital) | National Executive (Austria & Slovenia) and Business Development Manager | 1995–1999 | Country leadership and BD for GE Corporation |
| Mastercard/Europay | Business Development Manager | 1985–1995 | Financial services BD in Europe |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Austrian Honorary Consul (U.S.) | Honorary Consul (CO, WY, NM) | 2015–present | Diplomatic community service |
| waterdrop® | Special Advisor | Current | Advising/investing via Ersek Enterprises LLC |
Board Governance
- Committee assignments (member): Compensation, Benefits & Talent Management; Nominating, Governance & Social Responsibility; Risk .
- Not a committee chair; current chairs are: Compensation (Biggar), NGSR (Tripodi), Risk (DeRose) .
- Independence: Board determined Ersek (and 10 other directors) are independent; Board has 11/12 independent directors .
- Attendance and engagement: 2024 Board held 10 meetings, 36 standing committee meetings, 32 executive sessions; average director attendance 97%, no director below 75% threshold .
Committee Snapshot (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation, Benefits & Talent Management | Member | 8 |
| Nominating, Governance & Social Responsibility | Member | 4 |
| Risk | Member | 5 |
Fixed Compensation
| Item (2024 service) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $138,031 |
| Stock Awards (grant-date fair value) | $150,015 |
| All Other Compensation | $0 |
| Total | $288,046 |
Director fee structure (policy): annual cash retainer $105,000; committee membership retainer $10,000 (non-chairs); committee chair retainers: Audit $30,000; Compensation/NGSR/Risk/Technology $20,000; Non-Executive Chairperson additional $150,000; annual director equity grant of RSUs valued at $170,000 that vest at next annual meeting .
Performance Compensation
| Component | Structure | Performance Metrics | Vesting |
|---|---|---|---|
| Annual Director Equity | Time-vested RSUs | None (non-employee director grants are time-based; no PSU metrics) | Vest at next annual meeting |
No performance-based equity (PSUs) or formulaic metrics are used in non-employee director compensation; grants are purely time-based RSUs .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Western Union (past) | CEO and Director | Prior public company leadership; no current interlocks disclosed with VOYA |
| Current public company boards | None disclosed | VOYA proxy lists only Special Advisor role (waterdrop®) for Ersek |
Expertise & Qualifications
- Global payments and digital transformation leadership (Western Union), international expansion, consumer financial services strategy .
- Senior leadership in multinational settings (GE, Mastercard); diplomacy/community leadership (Honorary Consul) .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares of Common Stock Beneficially Owned | 2,692 |
| Additional Underlying Stock Units (RSUs) | 2,055 |
| Total Common Stock and Stock Units | 4,747 |
| Ownership % of Shares Outstanding | <1% |
| RSUs Outstanding (12/31/2024) | 2,055 |
| Hedging/Pledging | Prohibited by policy for directors; none disclosed |
| Director Stock Ownership Guideline | 5x annual board cash fees; compliance required within 5 years |
| Guideline Compliance Status (as of 3/26/2025) | Not yet met (joined 2023); within permitted window alongside other recent appointees |
Governance Assessment
- Board effectiveness: Active participation across Compensation, NGSR, and Risk committees positions Ersek at the core of CEO pay oversight, governance standards, succession planning, and enterprise risk; independence affirmed by Board .
- Alignment: Director pay structure leans toward fixed cash plus time-vested RSUs, with stock ownership guideline of 5x cash fees and prohibitions on hedging/pledging—supports alignment, although Ersek has not yet reached the guideline given his 2023 start and 5-year compliance window .
- Attendance and engagement: Strong overall Board/committee cadence and attendance (97% average; no director below 75%), suggesting high engagement; individual-level attendance not disclosed for Ersek, but Board-level indicators are robust .
- Potential conflicts/related-party exposure: Proxy outlines a policy for routine transactions with Voya-managed products and related-party approvals; no specific related-party transactions disclosed for Ersek; hedging/pledging prohibited; robust clawback policy applies to directors .
- Say-on-pay signal: Company received 98.2% support in 2024 after program changes—positive shareholder confidence backdrop for Compensation Committee oversight that includes Ersek .
RED FLAGS
- Stock ownership guideline not yet met as of March 26, 2025, but allowed under five-year window for recent appointees; not an immediate red flag .
- No hedging/pledging and no related-party transactions disclosed for Ersek; no other red flags identified in proxy .