Ruth Ann Gillis
Voya FinancialAbout Ruth Ann Gillis
Ruth Ann M. Gillis (age 70) is Voya’s Non-Executive Chairperson of the Board (since May 23, 2024) and an independent director (director since 2015). She brings nearly 40 years of finance, banking, risk management, financial reporting, operations/IT, human capital, and regulatory expertise, and is an NACD Board Leadership Fellow. Her current public company directorships include Snap‑On Incorporated and KeyCorp .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Corporation | Executive Vice President and Chief Administrative Officer | 2005–2014 | Senior executive leadership across finance, operations, risk; chaired/served on Audit, Compensation, Nominating/Governance, Risk/Finance, Technology committees in board career |
| Commonwealth Edison (Exelon subsidiary) | Executive Vice President | 2004–2005 | Operational and regulatory expertise |
| Exelon Business Services Company | President | 2002–2004 | Corporate services leadership |
| Exelon Corporation | Senior Vice President and Chief Financial Officer | 2000–2002 | Financial reporting, capital markets, risk |
| University of Chicago Hospitals and Health System | Senior Vice President and CFO | 1996–1997 | Health system finance leadership |
| First Chicago Corporation | Various senior management roles | 1977–1996 | Banking/financial services experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Snap‑On Incorporated (public) | Director | Current | Public company board service |
| KeyCorp (public) | Director | Current | Public company board service |
| Goodman Theatre | Life Trustee | Current | Non‑profit governance |
| Lyric Opera of Chicago | Life Director | Current | Non‑profit governance |
| Prior: Parson Group LLC (private); Potlatch Corporation (public) | Director | Prior service | Prior board experience |
Board Governance
- Role and leadership
- Non‑Executive Chairperson (separate from CEO), effective May 23, 2024; also Chair of the Executive Committee .
- Member: Nominating, Governance and Social Responsibility (NGSR) Committee; Risk Committee .
- Key Chair responsibilities include leading independent director executive sessions, CEO succession participation, agenda setting, strategy oversight, and board culture stewardship .
- Independence and engagement
- Determined independent under NYSE rules; Board affirmed independence for Gillis and other non‑management directors .
- 2024 attendance: no director <75%; Board/committee average attendance ~97%; 32 executive sessions held — signals active oversight .
- 100% independent standing committees (except Executive Committee) .
Fixed Compensation
| Component | Voya Policy | Amount/Status |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $105,000 | Standard cash retainer |
| Committee membership retainer | $10,000 (per director for all committees, except chairs) | Standard membership fee |
| Committee chair retainers | Audit Chair $30,000; CB&TM, NGSR, Risk, Tech Chairs $20,000 | Chair premiums |
| Non‑Executive Chair additional cash retainer | $150,000 | Applies to Gillis as Chair |
| Gillis – 2024 fees earned/paid in cash | $221,666 | Actual cash compensation for 2024 service |
| Charitable matching (max) | $25,000 per director | Gillis received $25,000 in “All Other Compensation” (company match) |
Performance Compensation
Directors receive time‑vested RSUs; there are no performance metrics tied to director equity (aligns with governance best practice of pay for service, not performance).
| Equity Element | Voya Policy / Vesting | Gillis 2024 Detail |
|---|---|---|
| Annual director equity grant | RSUs equal to $170,000; grant on annual meeting date, vest at next annual meeting | Policy level $170,000; 2024 grant for Gillis reported at grant‑date fair value $150,015 |
| RSUs outstanding (12/31/2024) | Accrued but unvested director RSUs | 24,986 RSUs outstanding |
Note: Director equity for 2024 is time‑based RSUs; no options or performance share units are granted to directors .
Other Directorships & Interlocks
| Company | Capacity | Potential Interlock/Conflict |
|---|---|---|
| Snap‑On Incorporated (public) | Director | None disclosed by Voya; Board affirmed independence after reviewing relationships |
| KeyCorp (public) | Director | Financial services exposure; Voya’s independence review considered ordinary‑course transactions immaterial; no related‑party transaction disclosed |
Expertise & Qualifications
- Deep credentials in finance, banking, risk management, financial reporting, operations/IT, human capital, and regulatory matters; NACD Board Leadership Fellow since 2017 .
- Experienced board leader with prior chairing and service across Audit, Compensation, Nominating/Governance, Risk/Finance, and Technology committees .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 7,162 shares (less than 1% of class) |
| Additional underlying stock units (incl. deferred/RSUs) | 30,438 units |
| Total common stock and stock units | 37,600 |
| Shares/units pledged | Prohibited by policy; directors may not hedge or pledge Voya securities |
| Director stock ownership guideline | 5x annual board cash fees within 5 years; as of Mar 26, 2025, all directors except more recent appointees met the guideline (Gillis included) |
Related‑Party Transactions and Conflicts
- Policy: NGSR Committee reviews/approves any related‑party transactions >$120,000; certain investments in Voya‑managed vehicles aren’t related‑party if on market terms; compensation/indemnification and pro rata shareholder benefits are pre‑approved .
- 2025 independence determination: Board reviewed ordinary‑course business/charitable relationships and did not deem them material; Gillis treated as independent .
- Hedging/pledging prohibited; robust clawback covering directors for misconduct; Section 10D restatement clawback applies to officers (separate regime) .
Say‑on‑Pay and Shareholder Feedback (Governance Signal)
- 2024 say‑on‑pay support rebounded to 98.2% after targeted program changes and outreach — positive indicator of investor confidence in board oversight of pay .
Governance Assessment
- Strengths
- Independent Non‑Executive Chair with defined, robust responsibilities; separation from CEO role strengthens oversight .
- Active engagement and oversight: 32 executive sessions in 2024; strong attendance (~97%); comprehensive committee structure (NGSR, Risk, Technology, Audit, CB&TM) with independent membership .
- Strong alignment safeguards: 5x director ownership guideline (met), prohibition on hedging/pledging, and clawback coverage for directors .
- No related‑party transactions disclosed involving Gillis; Board affirmed independence after review .
- Watch items
- Workload considerations: Gillis serves as Non‑Executive Chair at Voya and holds two other public company directorships (KeyCorp, Snap‑On); Voya emphasizes significant time commitment for the Chair role — monitor for sustained engagement and attendance (which were strong in 2024) .