Christopher Sullivan
About Christopher P. Sullivan
Christopher P. Sullivan (born 1954) is an Independent Trustee of the Voya fund complex (including XSIAX) serving since October 1, 2015. He chairs the Investment Review Committee F (IRC F) and serves on the Audit Committee, where he is designated an Audit Committee Financial Expert. Sullivan previously led institutional fixed income at major asset managers, holds an undergraduate degree from the University of Chicago, an M.A. from UCLA, and is a Chartered Financial Analyst. Independence under the 1940 Act is affirmed; the sole Interested Trustee on the slate is the President/CEO, not Sullivan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Management & Research | First President of the Bond Group; then Head of Institutional Fixed Income; retired from FMR | Retired Oct 2012 following ~3 years in those roles | Led large fixed income platform; concluded FMR tenure in 2012 |
| Goldman Sachs Asset Management | Managing Director and Co-Head, U.S. Fixed Income | 2001–2009 | Senior leadership in fixed income |
| PIMCO | Senior Vice President | 1997–2001 | Fixed income portfolio leadership |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Rimrock Funds (fixed-income hedge fund) | Director | Since 2013 | Continuing directorship; private fund governance |
| Asset Grade (private wealth management) | Senior Advisor | Since 2013 | Advisory role |
| Overlook Foundation (supports Overlook Hospital, Summit, NJ) | Trustee | Not stated | Non-profit board service |
Board Governance
- Independence and Board composition: Board currently all Independent Trustees; if nominees are elected, Board will have 10 members (9 Independent; 1 Interested). Chair of the Board is Independent (Joseph E. Obermeyer). Independent Trustees have independent legal counsel .
- Committee assignments (current):
- Audit Committee member; Committee designated all members (including Sullivan) as Audit Committee Financial Experts; typical cadence 5 meetings/year; Chair: Martin J. Gavin .
- IRC F Chair; typical cadence 5 meetings/year .
- Contracts Committee member (all Independent Trustees); typical cadence 5 meetings/year; Chair: Sheryl K. Pressler .
- Nominating & Governance Committee member (all Independent Trustees); Chair: Martin J. Gavin .
- Attendance and cadence: Board holds eight regular meetings per year; no Board member attended fewer than 75% of Board and applicable committee meetings in the most recent fiscal year .
- Anticipated Board transition: Ms. Pressler and Mr. Gavin expected to retire at end of 2025 under the Board’s retirement policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (Independent Trustees) | $270,000 | Paid pro rata by funds overseen |
| Committee Chair Retainer (IRC F – Sullivan) | $30,000 | Specific chair retainers disclosed per committee; Sullivan’s chair fee $30,000 |
| Meeting Fees | $10,000 per regularly scheduled meeting | 4 quarterly, 2 auxiliary, 2 annual contract review meetings; potential $80,000 if all 8 attended |
| Total Compensation from Funds (FYs shown) | $380,000 | Aggregate across Voya fund complex in latest fiscal years presented |
| Future Payment (legacy benefit) | 2x annual Board retainer (capped at 2007 retainer level) | Payable upon retirement/death/disability after service criteria; excludes chair retainers; paid by funds overseen |
Compensation is paid quarterly; chair and meeting fees are additive to the base retainer, and fund-level cost is pro rata by average net assets. No fewer than 75% attendance requirement was met by all Trustees in the last fiscal year .
Performance Compensation
| Element | Plan Design | Details |
|---|---|---|
| Stock awards (RSUs/PSUs) | None disclosed | Director compensation schedule comprises cash retainer, chair fees, and meeting fees; no equity awards disclosed |
| Option awards | None disclosed | No options or strike/vesting terms disclosed for Independent Trustees |
| Bonus/Performance metrics | None disclosed | No bonus program or performance metric framework disclosed for Independent Trustees |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role & Committee Chairs | Potential Interlocks |
|---|---|---|---|
| Rimrock Funds | Private | Director (board member) | No related-party transactions with Voya entities disclosed; independence from Adviser/Distributor affirmed |
| Asset Grade | Private | Senior Advisor | Advisory capacity; no related-party exposure disclosed |
| Overlook Foundation | Non-profit | Trustee | Non-profit; no related-party exposure disclosed |
Expertise & Qualifications
- Fixed income leadership: Senior roles at PIMCO, GSAM, and FMR across 1997–2012; institutional fixed income expertise directly relevant to fund oversight .
- Audit oversight: Audit Committee member and designated Audit Committee Financial Expert; Audit Committee oversees financial statements, auditors, valuation and fair value procedures .
- Credentials: Undergraduate degree (University of Chicago), M.A. (UCLA), CFA charterholder .
- Board workload: Oversees 131 funds in the Voya complex (fund complex size stated in proxy) .
Equity Ownership
| Holding | Amount/Range | As-of Date | Notes |
|---|---|---|---|
| Voya Floating Rate Fund | Over $100,000 | 12/31/2024 | Individual fund beneficial ownership range |
| Other individual Voya funds listed | None (for most) | 12/31/2024 | Many series show “None” for Sullivan in the table |
| Aggregate across Voya fund family | Over $100,000 | 12/31/2024 | Aggregate beneficial ownership across funds overseen |
| Ownership in Adviser/Principal Underwriter (and affiliates) | None | 6/16/2025 (Record Date) | Neither Independent Trustees nor immediate family members owned securities of Adviser/Distributor or their controlled affiliates |
Group ownership: Officers and Trustees as a group own less than 1% of each Fund’s shares; no Trustee owns ≥1% of a Fund as of the Record Date .
Governance Assessment
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Strengths
- Independent Trustee with deep fixed income expertise aligned to fund strategies; Audit Committee Financial Expert designation supports financial oversight and valuation risk governance .
- High independence ratio on the Board (9 of 10 if nominees elected) and independent Board chair; Independent Trustees engage independent legal counsel .
- Consistent attendance (no Trustee below 75%); structured committee cadence and clear charters (Audit, Compliance, Contracts, IRCs, Nominating & Governance) .
- Ownership alignment through personal investment in at least one fund (Over $100k in Voya Floating Rate Fund) and aggregate “Over $100k” across the complex .
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Watch items / potential concerns
- Legacy “Future Payment” benefit (2x annual retainer upon retirement/death/disability, capped at 2007 retainer level) is uncommon in corporate boards and can be viewed as a non-performance post-service benefit; investors may scrutinize this feature’s alignment with best practices .
- Board workload is substantial (oversight of ~131 funds), which places a premium on strong committee structures and meeting cadence; current structures and attendance disclosures mitigate, but concentration of responsibilities (e.g., Audit, IRC chair roles) should continue to be monitored .
- External directorship at a fixed-income hedge fund (Rimrock Funds) is noted; the proxy discloses no related-party transactions and affirms independence from the Adviser/Distributor, but investors may monitor for any potential conflicts of interest over time .
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Conflicts and related-party exposure
- No interests in Adviser/Distributor or their controlled affiliates by Independent Trustees or immediate family members as of the Record Date; no related-party transactions disclosed in this proxy .
Overall: Sullivan’s committee leadership (IRC F Chair) and Audit Committee role, combined with extensive fixed income credentials and CFA, support board effectiveness. Compensation is predominantly fixed cash with meeting and chair fees; no equity or performance pay is disclosed, consistent with fund board practices. Investors should note the legacy post-service “Future Payment” arrangement and the sizable fund-complex workload when assessing governance rigor and alignment .