John Boyer
About John V. Boyer
Independent Trustee of the Voya funds since 1997; born 1953. Currently serves as Chairperson of the Compliance Committee (since January 1, 2020) and previously served as Chairperson of the Board (2014–2019) and Chairperson of IRC F (2006–2013) . Background includes leadership roles in nonprofit institutions overseeing fiduciary and endowment operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bechtler Arts Foundation | President & CEO | 2008–2019 | Oversaw fiduciary aspects and endowment fund |
| Franklin and Eleanor Roosevelt Institute | President & CEO | 2006–2007 | Led operations; stewardship of institutional assets |
| The Mark Twain House & Museum | Executive Director | 1989–2006 | Responsible for business operations including endowment |
| Voya predecessor mutual funds | Board Member | 1997–2005 | Governance oversight in funds complex |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Voya funds complex (current Trusts) | Independent Trustee | 1997–present | Trustee of each Trust and other investment companies in Voya family of funds |
| Public company boards | — | — | None disclosed for Boyer in proxy |
Board Governance
- Independence: Identified as “Independent Trustee” (not an “interested person” under the 1940 Act) .
- Committee assignments: Chairperson of Compliance Committee; member of Compliance Committee (Pressler, Boyer, Obermeyer); member of IRC F (Pressler, Boyer, Sullivan); member of Contracts Committee (all Independent Trustees); member of Nominating & Governance Committee (all Independent Trustees) .
- Board leadership and meetings: Board conducts regular meetings eight times per year; Chairperson of the Board is Joseph E. Obermeyer .
- Attendance: No Board member attended fewer than 75% of Board and applicable Committee meetings in the most recent fiscal year .
- Retirement policy: Mandatory retirement at age 75, with limited extension mechanics to avoid triggering shareholder meetings .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustees) | $270,000 | Pro rata across funds served; paid quarterly |
| Committee chair retainer (Compliance Committee) | $30,000 | Boyer’s current chair fee |
| Meeting fees | $10,000 per attendance | Applies to regularly scheduled meetings (4 quarterly, 2 auxiliary, 2 annual contract review) |
| Total compensation from Voya fund complex | $380,000 | As of fiscal year ended October 31, 2024 |
| Future Payment (retirement/death/disability) | 2× annual retainer (capped at 5/9/2007 retainer) | Lump sum or three installments; requires ≥5 years of service by 5/9/2007 for full benefit |
Performance Compensation
| Metric/Instrument | Disclosure | Details |
|---|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed | Compensation described consists of retainers, chair fees, meeting fees; no equity awards noted |
| Stock options | Not disclosed | No option awards disclosed |
| Performance metrics tied to pay | Not disclosed | No revenue/EBITDA/TSR/ESG metrics tied to Trustee pay disclosed |
| Clawback provisions | Not disclosed | No Trustee clawback provisions disclosed |
| Change-of-control provisions | Not disclosed | No Trustee CoC provisions disclosed |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Conflict |
|---|---|---|---|
| — | — | — | None disclosed; proxy notes no Independent Trustee (or immediate family) held interests in the Adviser/Distributor or their controlled affiliates as of the record date |
Expertise & Qualifications
- Long-tenured independent governance leader in the Voya fund complex; prior Board Chair and IRC Chair, current Compliance Chair .
- Executive experience overseeing fiduciary and endowment management at multiple nonprofit institutions .
- Education: B.A. (University of California, Santa Barbara) and M.F.A. (Princeton University) .
Equity Ownership
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Independent Trustees’ beneficial ownership in Voya funds (as of December 31, 2024) for Boyer: | Fund | Dollar Range | |---|---| | Voya Intermediate Bond Fund | Over $100,000 | | Voya Large-Cap Growth Fund | Over $100,000 | | Voya Large Cap Value Fund | Over $100,000 | | Voya MidCap Opportunities Fund | Over $100,000 | | Voya Small Cap Growth Fund | Over $100,000 | | Aggregate across Voya fund family | Over $100,000 |
-
Related-party holdings: As of the record date, none of the Independent Trustees (or immediate family) owned interests in securities of the Adviser or Principal Underwriter, or entities controlling/controlled by/under common control with them (excluding registered investment companies) .
Governance Assessment
- Strengths
- Independent status, multi-decade tenure, and current leadership of the Compliance Committee signal robust oversight of regulatory compliance, cybersecurity, proxy voting, brokerage practices, and liquidity risk management .
- Solid meeting participation (≥75%) and comprehensive committee membership across Investment Review, Contracts, and Nominating & Governance indicate high engagement and Board effectiveness .
- No disclosed financial ties to the Adviser/Distributor; reduces risk of conflicts .
- Potential Risks/Red Flags
- Lengthy tenure (since 1997) may raise questions about independence refresh cycles; mitigated by committee rotations and retirement policy at 75 .
- Future Payment benefit (up to 2× annual retainer) is uncommon in some governance frameworks and could be viewed as a legacy entitlement less aligned with at‑risk pay practices for directors .
- Oversight across ~131 series in the fund complex implies significant workload; continuity benefits must be balanced against potential bandwidth constraints .
Overall: Governance profile reflects experienced, independent oversight with strong compliance leadership and engagement; compensation is primarily fixed cash with meeting/chair fees and no performance-based or equity-linked elements disclosed, which reduces pay complexity but limits direct performance tie-ins .