Christian Wilson

About Christian Wilson

Christian G. Wilson (born 1968) is President and Chief/Principal Executive Officer of each XSIAX Trust and Head of Product & Strategy at Voya Investment Management; he was previously Head of Global Client Portfolio Management (Mar 2023–Jun 2024) and Head of Fixed Income Client Portfolio Management (Jul 2017–Mar 2023) at Voya IM . He also serves as Director, President, and CEO of Voya Funds Services, LLC, Voya Capital, LLC, and Voya Investments, LLC (all since September 2024) . Wilson has been nominated as an “Interested Trustee” to the XSIAX Boards (effective upon shareholder approval), based on his affiliation with Voya Financial and its affiliates . The proxy does not disclose TSR or financial performance metrics attributable to his tenure; the funds’ boards remain majority independent and operate through independent-only committees for oversight .

Past Roles

External Roles

No other public company directorships or external board committee roles are disclosed in the proxy .

Board Governance

• Board service status: Nominated as an Interested Trustee; effective on Sept 11, 2025 or upon shareholder approval, whichever is later .
• Independence: Classified as an “interested person” due to his current affiliation with Voya Financial and its affiliates .
• Board composition and independence: If all nominees are elected, the Board will have 10 members, nine Independent Trustees and one Interested Trustee (Wilson). With anticipated retirements at year-end 2025, the Board would have eight members, seven Independent and one Interested Trustee .
• Committees and oversight: Audit, Compliance, Contracts, Nominating & Governance, and Investment Review Committees are composed of Independent Trustees with designated chairs; these committees handle audits, compliance, contract renewals, nominating, and performance oversight .
• Meeting cadence and attendance: Boards conduct regular meetings eight times per year; no Board member attended fewer than 75% of meetings in the most recent fiscal year (note: prior-year statistic, not specific to Wilson as a nominee) .
• Leadership: The Chairperson of the Board is an Independent Trustee (Joseph E. Obermeyer), who coordinates agendas, liaises with management and counsel, and presides over meetings .

Dual-role implications

• Wilson’s dual role as Trust CEO and prospective Interested Trustee presents inherent affiliation risks; however, independence is maintained via a supermajority of Independent Trustees and independent-only committee structure .
• Officers are paid by the adviser, not the Trusts, reducing direct compensation-related conflicts at the fund level .

Fixed Compensation

• Trust officer pay: “The Trusts do not pay their officers for the services they provide to the Funds. Instead, the officers who are also officers or employees of the Adviser or its affiliates are compensated by the Adviser or its affiliates.” Accordingly, base salary, target bonus, and other officer compensation details for Wilson are not disclosed in the Trust proxy .
• Trustee pay framework (context): Independent Trustees receive (pro rata) an annual retainer of $270,000, committee/board chair retainers (e.g., Board Chair +$100,000; committee chairs $30,000–$65,000), $10,000 per regular meeting, and reimbursement of expenses; an additional future payment plan applies for qualifying Independent Trustees. Interested Trustees (i.e., Wilson) do not receive compensation from the Trusts .

Performance Compensation

• Not disclosed. The proxy contains no officer bonus formulae, equity award metrics (RSUs/PSUs), vesting schedules, or performance metric weightings for Trust officers; officers are compensated by the adviser and not the Trusts .

Equity Ownership & Alignment

Beneficial ownership of fund shares (as of Dec 31, 2024)

• Pledging/hedging: No pledging or hedging disclosures for Wilson are provided in the proxy .
• Ownership guidelines: The proxy does not disclose executive officer stock ownership guidelines or compliance status for Trust officers; director ownership is reported in ranges only .
• Ownership as % of shares outstanding: Not calculable from the proxy, which provides dollar ranges rather than share counts for individual insiders .

Employment Terms

• Current roles and start dates: President and Chief/Principal Executive Officer of each Trust since September 2024; Head of Product & Strategy since June 2024 .
• Adviser leadership: Director, President, and CEO of Voya Investments, LLC since September 2024 .
• Contract terms, severance, change-of-control, non-compete/solicit, garden leave, post-termination arrangements: Not disclosed in the Trust proxy; as officers are compensated by the adviser, such terms would reside in adviser-level agreements not included here .

Director Compensation (context for governance quality)

Compensation Structure Analysis

• Pay source and independence: Because Wilson is paid by the adviser (not the Trusts), the Trust proxy does not reveal his cash/equity mix, targets, or performance linkages at the adviser level; fund governance relies on Independent Trustees and committee oversight to mitigate potential conflicts from his executive role at the adviser .
• No evidence in proxy of option repricing, retention/sign-on bonuses, or discretionary payouts for Trust officers; such matters would be adviser-level and are not addressed here .

Say-on-Pay & Shareholder Feedback

• Not applicable to the Trust officers; the proxy centers on trustee elections and two fund-level proposals. No say‑on‑pay or pay-related shareholder votes are presented .

Performance & Track Record

• The proxy provides Wilson’s management and leadership roles but does not attribute fund TSR or quantitative operating performance to his tenure specifically. The Boards use Investment Review Committees (Independent-only) to monitor fund performance and sub-adviser oversight .

Risk Indicators & Red Flags

• Related party/affiliation: Wilson is an Interested Trustee nominee due to affiliation with the adviser (Voya), a standard structure for U.S. mutual funds; boards remain predominantly independent with independent-only committees .
• Legal, investigations, or controversies: None disclosed for Wilson in the proxy .
• Hedging/pledging, loans, or related party transactions: No such disclosures for Wilson in the proxy .

Investment Implications

• Alignment: Wilson holds personal investments across several Voya funds (aggregate “Over $100,000”), which provides some alignment with fund shareholders, though the proxy reports only dollar ranges rather than precise holdings .
• Governance mitigants: His executive role at the adviser and prospective Interested Trustee status are balanced by a supermajority of Independent Trustees, an Independent Board Chair, and independent-only committees for audit, contracts, compliance, nominating/governance, and investment review .
• Transparency gap: Key compensation levers (salary/bonus targets, equity awards, vesting, severance/COC) are not disclosed at the Trust level because officers are paid by the adviser; analysts should seek adviser-level disclosures for a full pay-for-performance assessment .
• Monitoring focus: Track outcomes of board elections, any future 8‑K/press releases regarding changes in leadership or committee structures, and fund performance overseen by the Investment Review Committees, which review sub-adviser performance and may recommend changes .