S. Biff Bowman
Voya FinancialAbout S. Biff Bowman
Independent director of Voya Financial since 2023; age 61. Former Chief Financial Officer of Northern Trust (2014–2020) and Executive Vice President/Chief Human Resources Officer (2012–2014), with prior senior roles at Northern Trust from 1985–2012. The Board designates him an “audit committee financial expert,” and confirms his independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Corporation | Chief Financial Officer | 2014–2020 | Led global finance (Controller, FP&A, Tax, IR, Treasury, Capital, Real Estate, Procurement, Billing, Finance Tech) |
| Northern Trust Corporation | EVP & Chief Human Resources Officer | 2012–2014 | Led HR and talent agenda |
| Northern Trust Corporation | Various senior management positions | 1985–2012 | Extensive finance/leadership; qualifies as audit committee financial expert |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| First Interstate Bank | Director | Public | Current board service |
| FNZ Trust Company | Director | Private | Current board service |
| Commonwealth Edison Company | Director | Private subsidiary (Exelon) | Current board service; potential network overlap with director Ruth Ann Gillis (former Exelon/ComEd executive) |
Board Governance
| Attribute | Details |
|---|---|
| Independence status | Independent per NYSE rules |
| Years of service | Director since 2023 |
| Committee memberships | Audit; Risk; Technology |
| Chair roles | None disclosed for Bowman; Audit Committee chaired by Aylwin B. Lewis; Risk chaired by Kathleen DeRose; Technology chaired by Jane P. Chwick |
| Audit financial expert | Yes (Bowman designated) |
| Board/committee engagement | 10 Board meetings; 36 standing committee meetings; 32 executive sessions in 2024; average director attendance ~97%; no director below 75% |
Fixed Compensation
| Component | Structure | Bowman 2024 Amount |
|---|---|---|
| Annual cash retainer | $105,000 for non-employee directors | Included in total cash fees |
| Committee membership fees | $10,000 per committee (non-chair) | Audit, Risk, Technology (3 × $10,000) = $30,000 |
| Committee chair fees | $20,000 (Comp, NGSR, Risk, Tech); $30,000 (Audit) | Not applicable (not a chair) |
| Cash fees earned (2024) | Per Director Summary Compensation | $135,000 |
| Equity grant (time-vested RSUs) | Annual RSUs; typical grant value $170,000; vests at next annual meeting | $150,015 (grant-date fair value reported for 2024 service) |
| Total director comp (2024) | Cash + Stock awards | $285,015 |
Performance Compensation
Non-employee directors do not receive performance-based pay; RSUs are time-vested and vest at the next annual meeting . No options or PSU grants are disclosed for directors .
| Metric Category | Applicable to Directors? | Notes |
|---|---|---|
| Annual bonus tied to financial metrics | No | Directors receive cash retainers and fees, not performance bonuses |
| Equity with performance hurdles (PSUs) | No | Director equity is time-vested RSUs |
| Options awards | Not disclosed | Director comp table shows RSUs only |
Other Directorships & Interlocks
- Current public company board: First Interstate Bank .
- Current private/utility boards: Commonwealth Edison (Exelon subsidiary), FNZ Trust Company .
- Network overlap: Ruth Ann M. Gillis (Voya Non-Executive Chair) previously held multiple senior roles at Exelon/ComEd; Bowman’s current ComEd directorship increases information flow but no related-party transaction is disclosed and independence was affirmed .
Expertise & Qualifications
- Finance leadership and capital markets oversight as former CFO; broad remit across treasury, capital adequacy, investor relations, finance technology .
- Human capital experience (former CHRO) supporting talent and compensation oversight .
- Audit committee financial expert designation by Voya’s Board .
Equity Ownership
| Item | Amount |
|---|---|
| Common shares owned (direct/indirect) | 527 |
| RSUs outstanding (director equity) | 4,220 |
| Total shares and stock units | 4,747 |
| Ownership % of shares outstanding | <1% |
| Hedging/pledging | Prohibited by company policy |
| Director stock ownership guideline | 5× annual board cash fees; 5-year compliance window from appointment/election |
| Compliance status (as of Mar 26, 2025) | Not yet at guideline (along with other recent appointees); within allowed timeline |
Governance Assessment
- Committee workload and expertise: Bowman serves on three standing committees (Audit, Risk, Technology) and is designated an audit committee financial expert—positive for board effectiveness and risk/financial oversight .
- Independence and attendance: Independence affirmed; Board reports strong engagement (97% average attendance; 32 executive sessions), with no director below the SEC disclosure threshold—supports investor confidence .
- Compensation alignment: Director pay is balanced between cash retainers/committee fees and time-vested RSUs; no performance-based director pay, limiting pay-for-performance concerns but maintaining alignment via stock ownership requirements .
- Ownership alignment: Bowman currently below the 5× cash-fee guideline but within 5-year compliance window; RSUs outstanding support alignment; hedging/pledging prohibited, reducing misalignment risk .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Bowman; Voya maintains robust related-party approval and independence screening; note network connection to Commonwealth Edison where another Voya director previously served in senior roles—monitor, but independence specifically reaffirmed by the Board .
- RED FLAGS: None disclosed specific to Bowman (no pledging/hedging, no related-party transactions, no attendance issues). Monitoring items: progress toward stock ownership guideline; potential perception of interlock with Commonwealth Edison/Exelon via board service and another director’s past affiliations (Board found immaterial for independence) .