Dennis Johnson
About Dennis Johnson
Dennis Johnson (born 1960) is a Chartered Financial Analyst with multi‑decade leadership across asset management, corporate governance, and institutional investing. He was nominated as an Independent Trustee of the Voya fund complex overseen by XSIAX, having served as an independent consultant to the Board since November 2023; he is not an “interested person” under the 1940 Act. He currently serves as Non‑Executive Director and Audit Committee Chair at Namib Minerals (public), and previously held senior roles including CIO at TIAA and Comerica, Chief Strategy Officer at Saudi Arabia’s Public Investment Fund, and Head of Global Corporate Governance at CalPERS. Education: Economics (Virginia Military Institute) and Finance (Virginia Commonwealth University School of Business).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIAA | Chief Investment Officer | Oct 2016 – Aug 2019 | Led investment organization; enterprise portfolio stewardship |
| Public Investment Fund (Saudi Arabia) | Chief Strategy Officer | Sep 2018 – Dec 2019 | Strategic initiatives at sovereign wealth fund |
| Comerica | Chief Investment Officer | Jun 2010 – Aug 2016 | Oversaw investment management platform |
| Roy E. Disney Jr. Family Office | Managing Director | 2008 – 2010 | Family office investment leadership |
| CalPERS | Head of Global Corporate Governance | 2005 – 2008 | Corporate governance, stewardship, engagement |
| Texas Industries (NYSE: TXI) | Director | 2009 – 2010 | Board service at cement/aggregates company |
| Citigroup | Managing Director | 1994 – 2005 | Capital markets/investments leadership |
| Blue Cross/Blue Shield of Virginia; Crestar Bank; SunTrust | Investment roles | 1981 – 1994 | Progressive investment responsibilities |
| West Coast Financial (RIA) | Director of Investments | May 2022 – Dec 2023 | Portfolio oversight at RIA |
| Glass Lewis & Co. | Independent Director | Mar 2022 – Nov 2023 | Proxy/research governance perspective |
| EasyKnock (fintech) | Independent Director; Executive Committee Member | Dec 2023 – Nov 2024 | VC‑backed fintech board governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Namib Minerals (public mining company) | Non‑Executive Director; Audit Committee Chair | Apr 2025 – Present | Audit oversight; financial reporting and controls |
| Glass Lewis & Co. | Independent Director | Mar 2022 – Nov 2023 | Governance research/standards |
| EasyKnock | Independent Director; Executive Committee Member | Dec 2023 – Nov 2024 | Strategic oversight; execution |
Board Governance
- Independence and nomination: Johnson is a nominee for Independent Trustee; all nominees except Mr. Wilson are not “interested persons” under the 1940 Act. He served as an independent consultant to the Board since Nov 2023.
- Board structure and cadence: The Board typically meets eight times per year; committees meet regularly (Audit ~5x; Contracts ~5x; Compliance ~4x; IRCs ~5x; Nominating & Governance ~3–4x).
- Attendance: In the most recent fiscal year, no Board member attended fewer than 75% of Board and applicable Committee meetings.
- Current committee composition (pre‑election): Audit Committee (Baldwin, Gavin—Chair, Sullivan) with all members designated Audit Committee Financial Experts under SOX; Compliance (Pressler—Chair, Boyer, Obermeyer); Contracts (all Independent Trustees; Pressler—Chair); IRC E (Baldwin—Chair, Gavin, Obermeyer); IRC F (Sullivan—Chair, Pressler, Boyer).
- Anticipated transitions: Ms. Pressler and Mr. Gavin expected to retire under Board policy at year‑end 2025, implying forthcoming reconstitution of committee leadership.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustees) | $270,000 | Paid quarterly; each Fund pays pro rata based on average net assets |
| Chair of the Board additional retainer | $100,000 | Currently applies to Mr. Obermeyer |
| Committee Chair annual retainers | $30,000 (Baldwin—IRC E); $65,000 (Pressler—Contracts); $30,000 (Boyer—Compliance); $60,000 (Gavin—Audit); $30,000 (Sullivan—IRC F) | Role‑specific differentials |
| Meeting fees | $10,000 per attendance | Four quarterly, two auxiliary, two annual contract review meetings designated; special meetings at Board discretion |
| Expenses | Reimbursement of reasonable out‑of‑pocket costs | Standard practice |
| Future Payment plan | Formula benefit in limited cases tied to pre‑2007 service | Only for long‑tenured trustees per plan terms; not applicable to new nominees |
| Deferred compensation (illustrative) | Elected by certain trustees (e.g., Obermeyer) | Deferral amounts disclosed for FY periods; not stated for Johnson |
As a nominee, Johnson has no trustee compensation reported for FY 2024/2025 across Funds; Appendix B shows compensation for current trustees only.
Performance Compensation
| Pay Element | Performance Metrics | Vesting/Triggers | Status |
|---|---|---|---|
| Annual retainer and meeting fees | None disclosed (no TSR/EBITDA/ESG metrics tied to director pay) | Not applicable | Cash retainers/fees only; no equity awards or options disclosed for directors |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Namib Minerals | Public | Non‑Exec Director; Audit Chair | If Voya‑managed Funds invest in Namib Minerals, monitor related‑party/board interlock exposure; no such transactions disclosed in proxy |
| Glass Lewis & Co. | Private | Independent Director (prior) | Governance research affiliation ended Nov 2023 |
| EasyKnock | Private (VC‑backed fintech) | Independent Director; Executive Committee (prior) | Tenure concluded Nov 2024 |
| Texas Industries | Public (historical) | Director (2009–2010) | Historical board service |
As of the Record Date, none of the Independent Trustees (or immediate family) held interests in the Adviser or Principal Underwriter or their controlled entities (excluding registered investment companies).
Expertise & Qualifications
- CFA charterholder; deep institutional investment leadership (CIO roles at TIAA and Comerica; Chief Strategy Officer at PIF).
- Corporate governance specialization (Head of Global Corporate Governance at CalPERS; board service at multiple companies; audit chair experience).
- Broad buy‑side and capital markets experience (Citigroup MD; family office MD) across asset classes and geographies.
- Formal education in Economics (VMI) and Finance (VCU School of Business).
Equity Ownership
| Holding Category | Johnson Beneficial Ownership (Dollar Range) | Notes |
|---|---|---|
| Aggregate across Voya Fund Family | $0 | As of Dec 31, 2024 |
| Voya Credit Income Fund (CIF) | None | No shares beneficially owned as of Dec 31, 2024 |
| Other representative Funds (e.g., Voya Corporate Leaders 100; Voya Global Income & Growth) | None | No holdings disclosed across listed funds in Appendix C |
Ownership as % of shares outstanding: To the Adviser’s knowledge, no current Trustee owns ≥1% of any Fund; officers and Trustees as a group own <1%. Johnson is a nominee (not yet a trustee) and disclosed with no fund holdings.
Governance Assessment
- Strengths
- Independent status with significant audit and governance credentials (current Audit Chair at Namib Minerals; prior CalPERS governance lead), indicating potential to enhance audit and compliance oversight.
- Extensive CIO/strategy background across major institutions (TIAA, Comerica, PIF), supporting informed oversight of investment management, risk, and performance frameworks relevant to Voya Funds.
- Board and committee infrastructure at XSIAX/Voya complex is robust (8 regular meetings; formal charters; Audit Committee members designated financial experts).
- Watch items / Red flags
- Zero beneficial ownership across the fund family suggests limited direct economic alignment; monitor for future ownership or compliance with any board‑level ownership guidance if adopted.
- Concurrent external public board role (Namib Minerals) requires monitoring for potential conflicts should Voya‑managed Funds transact in that issuer (no related‑party transactions disclosed).
- Anticipated retirements of key committee leaders (Audit Chair Gavin; Contracts Chair Pressler) by end‑2025 imply leadership transitions; assess committee assignment outcomes post‑election for continuity and workload allocation.
Overall, Johnson’s governance and audit experience appear accretive to board effectiveness, with primary alignment risk being lack of fund ownership at present. Compensation is cash‑based and not performance‑linked, which reduces pay‑for‑performance signaling but aligns with industry norms for mutual fund trustees.