Mark Wetzel
About Mark Wetzel
Mark R. Wetzel is an independent trustee nominee for the Voya fund boards (including XSIAX) slated for election in September 2025; he has served as an independent consultant to the Board since November 2023 . He is a former president of Fiducient Advisors and Fiduciary Investment Advisors with senior roles at UBS, PaineWebber, and Kidder Peabody, and holds a B.S. (University of Vermont) and MBA (Tuck School at Dartmouth) . Year of birth: 1961 . Each nominee other than the management-affiliated nominee is not an “interested person” under the 1940 Act (i.e., independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fiducient Advisors (formerly DiMeo Schneider) | President | Apr 2021–May 2024 | Led investment adviser following rebrand from DiMeo Schneider . |
| DiMeo Schneider & Associates | President | Apr 2020–Apr 2021 | Assumed role post-merger with Fiduciary Investment Advisors . |
| Fiduciary Investment Advisors | President | Apr 2006–Mar 2020 | Led institutional advisory practice . |
| UBS Financial Services | Senior Vice President | 2000–2006 | Senior brokerage/investment leadership . |
| PaineWebber | Senior Vice President; member, 401(k) Investment Committee | 1994–2000 | Committee oversight of 401(k) investments . |
| Kidder Peabody | Senior Vice President | 1990–1994 | Senior brokerage leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Novartis Corporation | Pension Committee member | 2006–2021 | Oversight of corporate pension plan . |
Board Governance
- Status: Independent trustee nominee; Board election targeted for September 11, 2025; has been an independent consultant to the Board since November 2023 .
- Independence: Not an “interested person” under the 1940 Act; management nominee (Christian G. Wilson) is the only interested nominee .
- Board structure: If elected, the Board would have 10 members (9 Independent; 1 Interested), with two anticipated retirements at year-end 2025 reducing to 8 members (7 Independent; 1 Interested) .
- Meeting cadence and attendance: The Board conducts regular meetings eight times per year; committees meet 3–5 times annually depending on the committee. No Board member attended fewer than 75% of applicable meetings in the most recent fiscal year (note: Wetzel was a consultant, not a Trustee, during that period) .
- Board chair and committees (current chairs): Chairperson of the Board – Joseph E. Obermeyer; Audit (Chair: Martin J. Gavin); Compliance (Chair: John V. Boyer); Contracts (Chair: Sheryl K. Pressler); Investment Review Committee E (Chair: Colleen D. Baldwin); Investment Review Committee F (Chair: Christopher P. Sullivan); Nominating & Governance (Chair: Martin J. Gavin) .
- Committee membership (current): Audit – Baldwin, Gavin, Sullivan; Compliance – Pressler, Boyer, Obermeyer; Contracts – all six Independent Trustees; IRC E – Baldwin, Gavin, Obermeyer; IRC F – Pressler, Boyer, Sullivan; Nominating & Governance – all six Independent Trustees. Wetzel has no disclosed committee assignment prior to election .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (Independent Trustees) | $270,000 | Pro rata across funds overseen . |
| Board Chair additional retainer | $100,000 | Paid to Board Chair (currently Obermeyer) . |
| Committee Chair additional retainers | $30,000 (IRC E – Baldwin), $65,000 (Nominating & Governance – Gavin), $30,000 (Compliance – Boyer), $60,000 (Audit – Gavin, per listing of chair roles total), $30,000 (IRC F – Sullivan) | As disclosed for current chairs; amounts vary by committee . |
| Meeting fees | $10,000 per attendance | Applies to four quarterly, two auxiliary, and two annual contract review meetings; Board may designate other special meetings for compensation . |
| Expenses | Reimbursed | Reasonable out-of-pocket expenses reimbursed . |
| Future Payment arrangement | Legacy retirement/death/disability benefit for certain Trustees tied to service as of May 9, 2007 | Equal to up to 2× annual retainer as of 5/9/2007, with strict eligibility dates; not applicable to new Trustees without qualifying service by that date . |
Officers and interested Trustees receive no compensation from the Trusts; compensation is for Independent Trustees only .
Performance Compensation
| Plan/Metric | Disclosed? | Detail |
|---|---|---|
| Equity or performance-based awards for Independent Trustees | None disclosed | Compensation structure consists of cash retainers and meeting fees; no equity grants or performance metrics are described for Independent Trustees . |
Other Directorships & Interlocks
| Category | Disclosure for Wetzel |
|---|---|
| Current public company boards | None disclosed in proxy biography . |
| Prior public company boards | None disclosed in proxy biography . |
| Private/non-profit/academic boards | Not disclosed beyond Novartis pension committee role . |
| Shared directorships with counterparties | None disclosed . |
Expertise & Qualifications
- Investment advisory leadership: President roles at Fiducient Advisors/DiMeo Schneider and Fiduciary Investment Advisors (institutional consulting focus) .
- Sell-side/brokerage experience: Senior VP roles at UBS, PaineWebber, Kidder Peabody .
- Governance/benefits oversight: Service on PaineWebber 401(k) Investment Committee and Novartis Corp Pension Committee (2006–2021) .
- Education: B.S., University of Vermont; MBA, Tuck School at Dartmouth .
- Independence: Not an “interested person” under the 1940 Act .
Equity Ownership
| Measure | Value | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership across Voya fund family (aggregate) | $0 | Dec 31, 2024 | Reported dollar-range aggregate for Mark R. Wetzel is $0 across the Voya fund family . |
| Holdings in Adviser/Underwriter or affiliates | None by any Independent Trustee or immediate family | Record Date (June 16, 2025) | No Independent Trustee or their immediate family held securities of the Adviser or Principal Underwriter or their control affiliates (excludes registered funds) . |
Governance Assessment
-
Positives
- Independent nominee with deep institutional investment and brokerage leadership; prior committee oversight of large retirement plans supports fiduciary aptitude .
- Board composition remains heavily independent; dedicated committee structure with defined charters and independent legal counsel; regular cadence of eight Board meetings per year; committees meet 3–5 times/year; prior-year attendance metric met by all Board members (≥75%) .
- No Independent Trustee (incl. immediate family) holds securities of the Adviser/Distributor or their control affiliates, reducing related-party conflicts .
-
Watch items / potential red flags
- Alignment: As of 12/31/2024, Wetzel reported no investments in the Voya fund family ($0 aggregate), which may limit direct economic alignment with fund shareholders absent an ownership guideline (none disclosed) .
- Legacy “Future Payment” plan exists for certain long-tenured Trustees based on service as of 5/9/2007; while not applicable to Wetzel, such arrangements can raise independence optics for eligible incumbents; Board should continue to explain rationale and scope .
- Committee assignments for Wetzel are not disclosed pre‑election; monitoring post‑election committee placement (e.g., Audit/Compliance/Contracts) will be important for assessing board effectiveness and workload distribution .
-
Conflicts/related party
- None disclosed related-party transactions; no adviser/underwriter securities holdings by Independent Trustees; continued monitoring warranted via annual proxy disclosures .
Note: All committee memberships, chair roles, meeting frequencies, and compensation terms are as disclosed for the current Board; Wetzel’s specific committee assignments and 2025–2026 attendance/compensation outcomes will be determinable following election and subsequent disclosures .