Kathleen DeRose
Voya FinancialAbout Kathleen DeRose
Independent director since 2019; age 64. Clinical Professor of Finance at NYU Stern, leading the FinTech curriculum and overseeing the Fubon Center; prior senior leadership across asset and wealth management. VOYA’s Board has determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse | Managing Director | 2010–2015 | Executive leadership in asset/wealth management |
| Hagin Investment Management | Senior Managing Partner | 2006–2010 | Strategic solutions leadership |
| Bessemer Trust | Managing Director | 2003–2006 | Wealth management leadership |
| Deutsche Bank | Managing Director | 1991–2003 | Technology strategy and execution across finance |
| JPMorgan Chase & Co. (formerly Chase Manhattan Bank) | Various roles | 1983–1991 | Early career in banking |
| NYU Stern School of Business | Clinical Professor of Finance; FinTech lead; Fubon Center oversight | 2016–present | Academic leadership in FinTech |
External Roles
| Organization | Role | Public Company | Tenure/Notes |
|---|---|---|---|
| London Stock Exchange Group | Director | Yes | Current |
| Enfusion, LLC | Director | Yes | Current |
| Experian | Director | Yes | Current |
| Taxwell | Director | No (private) | Current |
Board Governance
| Area | Details |
|---|---|
| Independence | VOYA Board determined DeRose is independent under NYSE rules |
| Committees | Audit Committee member; Risk Committee Chair; Technology Committee member; Executive Committee member |
| Committee meeting cadence (2024) | Audit: 10; Risk: 5; Technology: 5; Executive: 4 meetings |
| Board engagement & attendance | 10 Board meetings, 36 standing committee meetings, 32 executive sessions in 2024; average attendance 97%; no director below 75% threshold |
| Board leadership context | Non-Executive Chairperson role and responsibilities defined; independent directors meet in executive sessions regularly |
| Risk oversight | Risk Committee oversees enterprise risk, capital, liquidity, investment strategy and capital management policies; Technology Committee supports risk oversight |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base annual cash retainer | $105,000 | Standard for non-employee directors |
| Committee membership retainers | $10,000 per committee (non-chair) | Audit, Technology, Executive membership |
| Committee chair retainer | $20,000 | Risk Committee chair |
| 2024 cash fees (DeRose) | $155,000 | Consistent with base + membership + chair retainers |
| Other director cash policies | Non-Executive Chair receives $150,000 additional cash retainer; Audit Chair receives $30,000; other committee chairs $20,000 | |
| Deferral plan | Directors may defer cash fees (cash or stock account), with flexible distribution timing |
Performance Compensation
| Grant Type | Grant Date Convention | Value | Units | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSUs (time-vested) | Granted at annual meeting for elected/re-elected directors | $170,000 policy value; 2024 grant booked at $150,015 for DeRose | Not disclosed in table; director awards shown as stock awards value | Vest on next annual meeting date | None (RSUs are time-vested; no performance conditions) |
| Outstanding RSUs (12/31/2024) | — | — | 12,173 RSUs outstanding for DeRose | Various director grant cycles | Time vesting only |
Other Directorships & Interlocks
| Potential Interlock/Conflict Area | Observation |
|---|---|
| Transactions/related party | VOYA’s Related-Party Transaction Policy requires NGSR Committee review for transactions >$120,000 with directors; ordinary-course investments in VOYA-managed funds permitted only on market, non-preferential terms; Board did not deem considered relationships material for independence |
| Hedging/pledging | Directors prohibited from hedging or pledging VOYA securities; short sales also prohibited |
| Shared boards with competitors/suppliers/customers | Not disclosed in proxy; Board affirmed director independence after reviewing relationships |
Expertise & Qualifications
- FinTech and technology oversight expertise; academic leadership in FinTech at NYU Stern; oversight of technology strategy aligns with Technology Committee responsibilities .
- Deep financial services experience across asset and wealth management; risk and capital oversight as Risk Committee Chair .
- Audit literacy through Audit Committee membership .
Equity Ownership
| Item | Amount |
|---|---|
| Common shares beneficially owned (direct) | 0 (less than 1% of class) |
| Options exercisable within 60 days | 0 |
| Additional underlying stock units (RSUs) | 12,173 |
| Total common stock and stock units | 12,173 (less than 1%) |
| Director ownership guideline | 5× annual board cash fees within 5 years; includes beneficially owned shares and RSUs |
| Guideline compliance | As of March 26, 2025, all non-employee directors except those joining in 2021 or later met guidelines; DeRose (2019) meets guideline |
Governance Assessment
- Board effectiveness: DeRose chairs the Risk Committee (enterprise risk oversight, capital, liquidity, investment strategy) and serves on Audit and Technology Committees—strong alignment with VOYA’s risk and technology oversight needs; regular committee cadence supports robust governance .
- Independence and attendance: Independence affirmed; overall board/committee engagement is high (97% average attendance; frequent executive sessions)—supports investor confidence in oversight .
- Compensation alignment: Director pay structure is standard market practice—cash retainer plus modest committee/chair fees and time-vested RSUs; DeRose’s 2024 compensation: $155,000 cash and $150,015 stock awards, with charitable match ($16,404) .
- Skin-in-the-game: RSU holdings and compliance with director ownership guidelines enhance alignment; hedging/pledging prohibitions remove misalignment risks .
- Conflicts/RED FLAGS: No related-party transactions disclosed involving DeRose; policy governance strong; no pledging permitted; no individual attendance issues disclosed. Overall, no material governance red flags identified in the proxy .
Summary signal for investors: DeRose’s risk and technology oversight, independence status, and ownership guideline compliance support board quality. Lack of disclosed conflicts and robust committee activity are positives for governance and risk control at VOYA .