William Mullaney
Voya FinancialAbout William J. Mullaney
William J. Mullaney (age 64) is an independent director of Voya Financial, Inc., appointed July 5, 2024 and standing for shareholder election for the first time at the 2025 annual meeting; he serves on the Audit, Technology, and Nominating, Governance & Social Responsibility Committees . He brings 40+ years of financial services leadership, including Managing Director at Deloitte’s Financial Services practice (led Group Insurance) and President of MetLife’s U.S. Business; current external roles include directorships at FINEOS (public company) and AAA Northeast Club . The Board affirmatively determined his independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Notes / Impact |
|---|---|---|---|
| Deloitte LLP | Managing Director, Financial Services practice; led Group Insurance | 2012–2022 | Advised large clients on strategy, revenue growth, operational effectiveness |
| MetLife, Inc. | President, U.S. Business | 2009–2012 | Oversaw business serving 90M+ customers |
| MetLife, Inc. | Various senior leadership positions | 1985–2009 | Long-tenured leadership across insurance businesses |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| FINEOS (public company) | Director | Current | Insurance technology expertise; governance perspective |
| AAA Northeast Club | Director | Current | Consumer/auto safety and services oversight |
| Insurance Information Institute; Insurance Institute for Highway Safety; Property & Casualty Insurers of America; MetLife Bank | Director (prior) | Prior service | Industry advocacy and safety institutions |
Board Governance
- Committee memberships: Audit Committee (member; committee met 10x in 2024), Technology Committee (member; met 5x in 2024), Nominating, Governance & Social Responsibility Committee (member; met 4x in 2024) .
- Audit Committee financial experts designated: S. Biff Bowman and Aylwin B. Lewis (Mullaney is not listed as the financial expert) .
- Independence: Board determined Mullaney is independent; ordinary-course relationships reviewed and deemed immaterial to independence .
- Executive sessions and governance practices: Independent directors meet regularly in executive sessions; average Board/committee attendance ~97% (company-level statistic) .
- Continuing education: Reimbursement up to $15,000 per director per year; orientation provided to new directors .
- Election status: Standing for shareholder election for the first time in 2025 .
Fixed Compensation
Director compensation program (as of 2025):
| Element | Amount / Terms |
|---|---|
| Annual cash retainer (non-employee director) | $105,000 |
| Committee membership fee (each; non-chair) | $10,000 |
| Chair fees | Audit Chair $30,000; Comp/Talent, Nominating/GSR, Risk, Technology Chairs $20,000 |
| Non-Executive Chairperson retainer | $150,000 |
| Annual equity grant | Time-vested RSUs equal in value to $170,000; granted on annual meeting date; vests at next annual meeting |
| Deferral plan | Directors may defer cash fees (lump sum or installments) |
| Stock ownership guideline | 5x annual board cash fees within 5 years of appointment/election |
2024 compensation actually paid (Mullaney):
| Metric | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $67,500 |
| Stock Awards (Grant-date fair value) | $137,432 |
| All Other Compensation (charitable match) | $15,750 |
| Total | $220,682 |
Notes:
- 2024 cash and equity reflect partial-year service (appointed July 5, 2024) and pro-rating; charitable match capped at $25,000 per director annually .
Performance Compensation
Program structure (non-employee directors):
| Feature | Detail |
|---|---|
| Performance metrics tied to director pay | None; RSUs are time-vested, not performance-based |
| RSU grant timing | Granted on annual meeting date; vests at next annual meeting |
| Anti-hedging/pledging | Directors may not hedge or pledge Voya securities |
RSU awards timeline (Mullaney):
| Date | Type | Shares / Units | Post-Transaction Holdings | Security | Citation |
|---|---|---|---|---|---|
| 2024-07-17 | RSU Award | 1,965 | 1,965 | Restricted Stock Units | |
| 2025-05-22 | RSU Award | 2,547 | 4,512 | Restricted Stock Units |
Program changes year-over-year:
- Annual equity grant increased from $150,000 (2024 program) to $170,000 (2025 program) .
- Non-Executive Chair retainer increased from $100,000 (2024) to $150,000 (2025) .
Other Directorships & Interlocks
| Company / Organization | Public Company? | Role | Potential Interlock Notes |
|---|---|---|---|
| FINEOS | Yes | Director | Insurance software provider; no related-person transactions disclosed by Voya regarding Mullaney |
| AAA Northeast Club | No (non-profit/club) | Director | Consumer/auto services; ordinary-course donations reviewed as immaterial for independence where applicable |
Expertise & Qualifications
- Deep insurance and financial services expertise (life insurance, annuities, asset management, pension plans, banking); led MetLife’s U.S. Business and Deloitte Group Insurance .
- Strategic growth capabilities in workplace/benefits, defined contribution, voluntary benefits, and enabling operational and technology strategies .
- Governance and industry leadership via prior boards at Insurance Information Institute, IIHS, and P&C Insurers of America .
- Brings skills aligned to Voya’s Workplace Business strategy and technology oversight mandates .
Equity Ownership
Beneficial ownership snapshots:
| As-of Date | Common Shares Beneficially Owned | Additional Underlying Stock Units | Total Common Stock and Stock Units |
|---|---|---|---|
| 12/31/2024 | — | RSUs outstanding: 1,965 | 1,965 |
| 03/26/2025 | 0 | 1,965 | 1,965 |
| 05/22/2025 | — | 4,512 (after 2,547-unit RSU award) | 4,512 |
Ownership alignment and guidelines:
- Directors must hold 5x annual board cash fees within 5 years; as of March 26, 2025, Mullaney has not yet met the guideline due to recent appointment (consistent with other newer directors), which is within allowed timeline .
- Hedging and pledging of Voya securities are prohibited, reinforcing alignment .
Insider Trades (Forms 3 and 4)
| Filing Date | Transaction Date | Form | Type | Units Transacted | Securities Owned After | Security | SEC Link |
|---|---|---|---|---|---|---|---|
| 2024-07-15 | 2024-07-05 | 3 | Initial statement (director appointment) | — | 0 | — | |
| 2024-07-17 | 2024-07-17 | 4 | A – Award (RSUs) | 1,965 | 1,965 | RSUs | |
| 2025-05-27 | 2025-05-22 | 4 | A – Award (RSUs) | 2,547 | 4,512 | RSUs |
Governance Assessment
- Strengths for board effectiveness: Independent status; deep insurance and benefits expertise directly relevant to Voya’s Workplace strategy; active service on Audit, Technology, and Nominating committees; Audit Committee oversight includes auditor independence, audit pre-approvals, and financial reporting controls .
- Compensation and alignment: Director pay structure mixes cash retainer, committee fees, and time-vested RSUs; stock ownership guidelines (5x cash fees) and anti-hedging/pledging policies support alignment; for 2025, equity grant value increased to $170,000 while remaining time-based (no performance metrics for directors) .
- Independence and conflicts: Company disclosed no related-person transactions involving Mullaney under Item 404(a); Board reviewed and deemed ordinary-course relationships immaterial for independence .
- Attendance/engagement: Company-level average Board/committee attendance ~97% indicates strong engagement; committee meeting cadence (Audit 10, Technology 5, Nominating 4 in 2024) suggests active oversight, though director-specific attendance percentages are not disclosed .
- Watch items: As a newer director, current share ownership is primarily RSUs and below guideline (within allowed five-year window); monitor any business relationships between Voya and FINEOS for ordinary-course thresholds, though none require related-person disclosure as per current filings .
Overall signal: Additive insurance/operator expertise and clean independence profile; compensation/ownership structures emphasize alignment, with no disclosed red flags or related-party transactions to date .