Robert Leary
Voya FinancialAbout Robert G. Leary
Robert G. Leary (age 62) is an independent director of Voya Financial, Inc., appointed in 2024. He has more than 30 years of leadership experience across asset management, employee benefits, retirement, insurance and annuities, including CEO roles at Nuveen and The Olayan Group, and senior executive roles at ING U.S. (now Voya), AIG Financial Products, and J.P. Morgan. He began his career as a lawyer at White & Case and is recognized for enhancing financial performance and governance in complex financial institutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Olayan Group | Chief Executive Officer | 2019–2020 | Led global investment firm; governance and performance improvements |
| Nuveen | Chief Executive Officer | 2013–2017 | Led post-acquisition integration with TIAA; scaled asset management platform |
| ING U.S. (now Voya Financial) | President & COO; CEO ING Insurance U.S. | 2007–2012 | Operating leadership across insurance and retirement businesses |
| AIG Financial Products | Senior Executive | Not disclosed | Fixed-income and derivatives expertise |
| J.P. Morgan | Executive (fixed-income derivatives) | Not disclosed | Pioneered fixed-income derivative applications |
| White & Case | Lawyer | Not disclosed | Legal foundation |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Intact Financial Corporation | Director | Public | P&C insurer |
| Citizens Financial Group, Inc.; Citizens Bank, N.A. | Director | Public | Large U.S. bank |
| Wilton Re U.S. Holdings, Inc. | Board/Advisor | Private | Life reinsurance |
| Arrow Global Group | Board/Advisor | Private | Alternative asset manager |
Board Governance
- Independence: The Board determined Leary is independent under NYSE rules based on detailed relationship reviews and finding no material relationships .
- Committees: Member, Compensation, Benefits and Talent Management Committee (8 meetings in 2024) ; Member, Nominating, Governance and Social Responsibility Committee (4 meetings in 2024) ; Member, Risk Committee (5 meetings in 2024) . Not an Audit or Technology Committee member .
- Board structure: Non-Executive Chairperson (Ruth Ann M. Gillis) appointed May 23, 2024; independent directors hold regular executive sessions .
- Attendance and engagement: 10 Board meetings and 36 standing committee meetings in 2024; 32 executive sessions. No director attended fewer than 75% of combined Board and committee meetings; average attendance was 97% .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board Cash Retainer | $105,000 | Standard non-employee director retainer |
| Committee Membership Fee (each) | $10,000 | Applies to all committees except chairs |
| Committee Chair Fees | $20,000 (Comp/NGSR/Risk/Tech); $30,000 (Audit) | Chair premiums |
| Non-Executive Chair Cash Retainer | $150,000 | Additional fee for Chairperson |
| 2024 Director Compensation (Leary) | Amount | Notes |
|---|---|---|
| Cash Fees | $131,347 | Includes committee fees; may reflect partial year service |
| Stock Awards (RSUs, grant-date fair value) | $212,468 | Time-vested RSUs; standard program value is $170,000 |
| All Other Compensation | $25,000 | Director charitable match (max $25,000) |
| Total | $368,815 | Sum of above |
Performance Compensation
| Equity Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Director RSUs | $170,000 | Vest on next annual meeting | None (time-vested; no performance conditions) |
No performance metrics are used for director equity; awards are time-vested RSUs to align directors with shareholders .
Other Directorships & Interlocks
| Potential Interlock Area | Observation | Implications |
|---|---|---|
| Financial institutions (Intact, Citizens, Wilton Re, Arrow) | Leary serves on boards of insurers, a bank, and an asset manager | Could create commercial proximity in insurance/reinsurance/asset mgmt; Voya’s related-party policy governs review/approval and the Board found no material relationships for independence . |
Expertise & Qualifications
- C-suite leadership across asset management and insurance; led Nuveen through acquisition and integration with TIAA; CEO experience at Olayan Group .
- Deep operating expertise at ING U.S./Voya; derivatives and fixed-income expertise from AIG FP and J.P. Morgan; legal training (White & Case) .
- Serves on boards across financial services, enhancing oversight of risk, capital, and strategy .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficially Owned Common Shares | 868 | As of March 26, 2025 |
| Additional Underlying Stock Units (RSUs/Deferred) | 2,055 | As of March 26, 2025 |
| Total Common + Units | 2,923 | <1% of shares outstanding |
| Director RSUs Outstanding (12/31/2024) | 2,055 | From Director Equity Awards table |
| Stock Ownership Guidelines | 5x annual board cash fees within 5 years | As of March 26, 2025, newer directors including Leary are not yet required to meet the guideline but must within five years . |
| Hedging/Pledging | Prohibited for directors | Alignment policy |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted | Security | Post-Transaction Holdings | SEC Filing |
|---|---|---|---|---|---|---|
| 2025-05-27 | 2025-05-22 | Award (RSUs) | 2,547 | Restricted Stock Units | 4,602 | https://www.sec.gov/Archives/edgar/data/1535929/000112760225015687/0001127602-25-015687-index.htm |
| 2024-05-28 | 2024-05-23 | Award (RSUs) | 2,055 | Restricted Stock Units | 2,055 | https://www.sec.gov/Archives/edgar/data/1535929/000112760224016703/0001127602-24-016703-index.htm |
Governance Assessment
- Strengths:
- Multi-committee service (Compensation, NGSR, Risk) enhances oversight of pay, governance, and enterprise risk; independent status affirmed .
- Board’s governance practices include majority voting, regular executive sessions, rigorous stock ownership requirements, and prohibition of hedging/pledging, supporting investor alignment .
- Strong Board/committee engagement and attendance (97% average; 32 executive sessions) signals active oversight .
- Potential risks/considerations:
- External board roles at financial institutions could create potential related-party or strategic proximity; Voya’s NGSR committee reviews and pre-approves related-party transactions, and independence determinations did not find material relationships .
- Prior senior roles at ING U.S./Voya enhance institutional knowledge; continued independence determinations and committee structures mitigate familiarity risk .
- Shareholder confidence signal:
- 2024 say-on-pay passed with 98.2% support following program changes, indicating positive investor sentiment on governance and compensation alignment .
Overall, Leary’s background in asset management and insurance, combined with his committee memberships and independence, supports board effectiveness. No related-party transactions or hedging/pledging red flags were disclosed; director compensation is standard market practice with time-vested RSUs to align interests .