Joseph Tripodi
Voya FinancialAbout Joseph V. Tripodi
Independent director at Voya Financial since 2015; age 69. Retired global marketing executive with senior roles at Subway, Coca-Cola, Allstate, Bank of New York, Seagram Spirits & Wine, and MasterCard; recognized for strategic consumer insights and brand leadership . Education: BA in Economics from Harvard and MSc in Management/Industrial Relations from the London School of Economics . Voya’s Board has determined Tripodi is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Subway | Chief Marketing Officer | 2016–2018 | Led brand, advertising, PR, R&D/innovation, food safety/quality, revenue optimization |
| The Coca-Cola Company | EVP & Commercial Officer | 2007–2015 | Led global marketing/commercial agenda across 200+ countries |
| Allstate Insurance Company | SVP & Chief Marketing Officer | 2003–2007 | Brand building, product development, direct-to-consumer, customer experience |
| The Bank of New York | Chief Marketing Officer | 2002 | Corporate marketing leadership |
| Seagram Spirits & Wine | Chief Marketing Officer | 1999–2003 | Global brand leadership |
| MasterCard | Senior marketing roles | 1981–1999+ | EVP global marketing/product/services; extensive global consumer expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zeus Fire and Security Company | Director | Not disclosed | Private company board |
| Playfly Sports, LLC | Director | Not disclosed | Private company board |
| Newman's Own, Inc. | Prior Director | Not disclosed | Former board role |
| The Ad Council | Prior Director | Not disclosed | Former board role |
| Association of National Advertisers | Former Chairman | Not disclosed | Industry leadership |
Board Governance
- Committee assignments: Chair, Nominating, Governance & Social Responsibility (NGSR); Member, Compensation, Benefits & Talent Management (CB&T); Member, Technology Committee .
- 2024 meeting cadence: Board 10 meetings; Standing committees 36 meetings; Executive sessions 32; average Board/committee attendance 97%; no director below 75% threshold .
- Independence: Board annually affirmed Tripodi as independent; ordinary-course relationships reviewed and deemed non-material for independence .
- CB&T compensation governance: Independent consultant FW Cook engaged solely by the committee; consultant independence confirmed .
Fixed Compensation
| Component (2024 service) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $146,031 | Includes base retainer and committee/chair retainers |
| Stock awards (RSUs grant-date fair value) | $150,015 | Annual director RSU grant made in 2024 |
| All other compensation (charitable match) | $20,000 | Company matching charitable contributions (max $25k) |
| Total | $316,046 | Sum of cash, equity grant value, match |
Director compensation structure (policy):
- Annual cash retainer $105,000; committee membership additional $10,000; committee chair fees: Audit $30,000; CB&T, NGSR, Risk, Technology $20,000; Non-Executive Chairperson additional $150,000 .
- Annual equity grant: time-vested RSUs valued at $170,000; grant at annual meeting; vest at next annual meeting .
- Deferral plan available for cash fees into cash or stock accounts; distributions per director election .
- Stock ownership guideline: 5x annual board cash fees within five years; as of March 26, 2025, Tripodi met guideline .
Performance Compensation
Non-employee director equity is time-vested RSUs with no performance metrics; vesting aligned to next annual meeting .
| Equity Grant Terms | Detail |
|---|---|
| Annual RSU value | $170,000; time-vested |
| Grant timing | At the annual shareholder meeting |
| Vesting | On date of next annual meeting |
| Clawback applicability | Directors subject to compensation recoupment for misconduct; broader SEC 10D clawback applies to incentive comp for Section 16 officers (directors covered by policy language) |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Zeus Fire and Security Company | Director | No Voya-related transaction disclosed in proxy |
| Playfly Sports, LLC | Director | No Voya-related transaction disclosed in proxy |
No related-party transactions involving Tripodi were disclosed; NGSR Committee oversees related-party transaction approval, including materiality and independence impacts .
Expertise & Qualifications
- Global brand, marketing, and customer experience leadership across financial services and consumer sectors .
- Recognitions: Industry leadership roles (ANA Chair); extensive boardroom experience .
- Education: Harvard BA (Economics); London School of Economics MSc (Management/Industrial Relations) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 13,186 | Direct/indirect ownership; address c/o Voya |
| Additional underlying stock units | 14,105 | Deferred/RSU units counted separately |
| Total common stock + stock units | 27,291 | Less than 1% of outstanding |
| RSUs outstanding (director) | 16,160 | As of 12/31/2024 |
| Hedging/pledging | Prohibited for directors | |
| Ownership guideline | 5x annual cash fees; Tripodi in compliance as of 3/26/2025 |
Insider Trades
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| Aug 21, 2015 | Open-market purchase | 1,000 | $42.99 | |
| May 20, 2015 | Open-market purchase | 1,000 | $45.70 | |
| Feb 13, 2019 | Open-market purchase | 1,500 | $49.45 |
Note: Director equity grants/administrative Form 4 filings also occur around annual meetings; see SEC Form 4 index for Tripodi’s filings .
Governance Assessment
- Board effectiveness: Tripodi chairs NGSR, central to director nomination, governance principles, and CEO succession oversight; also serves on CB&T and Technology, aligning with talent management and tech oversight priorities . Committee meeting frequency (NGSR 4; CB&T 8; Technology 5 in 2024) indicates active engagement .
- Independence and attendance: Independent under NYSE rules; Board averaged 97% attendance with 32 executive sessions; no director below SEC 75% disclosure threshold; positive engagement signal .
- Compensation alignment: Director pay mix balanced (cash + RSUs), with RSUs vesting annually; stock ownership guideline 5x cash fees and compliance achieved, plus hedging/pledging prohibitions and clawback policy covering directors—strong alignment and risk controls .
- Potential conflicts: Proxy discloses related-party transaction policy and reviews; no Tripodi-specific related-party transactions disclosed; independence determinations considered ordinary-course relationships immaterial .
- Shareholder signals: Say-on-pay support rebounded to 98.2% in 2024 (from 59.7% in 2023) following program changes and outreach—constructive governance responsiveness overseen by CB&T (Tripodi member) .
Board Governance (Detail)
- NGSR Committee (Chair): Oversees director nominations, governance principles, CEO succession, director compensation review; 4 meetings in 2024 .
- CB&T Committee (Member): Oversees CEO/NEO pay, incentive/equity plans, talent strategy; independent consultant FW Cook; 8 meetings in 2024 .
- Technology Committee (Member): Reviews tech strategy, infrastructure health, investment recommendations; 5 meetings in 2024 .
- Audit/Board processes: 10 Board meetings; 36 committee meetings in 2024; executive sessions held regularly; directors encouraged to attend annual meetings .
Related-Party Transactions (Conflicts Check)
- Policy: NGSR Committee reviews transactions ≥$120,000 involving directors/executives/5% holders; considers independence and reputational risks; certain items deemed pre-approved; ordinary-course customer/fund investments at market terms not treated as related-party transactions .
- Disclosures: No related-party transactions involving Tripodi disclosed in the 2025 proxy .
Director Compensation (Structure Clarifications)
| Policy Element | Detail |
|---|---|
| Annual cash retainer | $105,000 per director |
| Committee membership fee | $10,000 per committee (non-chair) |
| Committee chair fee | $20,000 (Audit chair $30,000) |
| Non-Executive Chair retainer | $150,000 |
| RSU grant (annual) | $170,000 time-vested; vests at next annual meeting |
| Deferral | Directors can defer cash fees into cash or stock accounts; payout elected timing |
| Ownership guidelines | 5x annual board cash fees; Tripodi compliant as of 3/26/2025 |
Expertise & Qualifications (Detail)
- Key qualifications: Extensive global marketing leadership; customer and end-user insights; public/private board experience .
- Skills fit: Supports Voya’s oversight of brand, customer experience, and go-to-market across wealth/health/investment segments .
Signals and RED FLAGS
- Positive signals: Independent; multi-committee engagement including chair role; high Board/committee attendance; strong stock ownership alignment; prohibitions on hedging/pledging; robust clawback policy; responsive say-on-pay outcomes .
- RED FLAGS: None disclosed for Tripodi in related-party transactions, pledging/hedging, attendance, or governance anomalies in the proxy .