Martin Gavin
About Martin J. Gavin
Independent Trustee of the Voya family of funds since August 1, 2015; previously served briefly in 2013. Chairperson of the Audit Committee since January 1, 2018 and Chairperson of the Nominating & Governance Committee since January 1, 2024. Year of birth: 1950. Former President & CEO of Connecticut Children’s Medical Center (2006–2015) and senior finance/executive roles at The Phoenix Companies (including CFO of Phoenix Duff & Phelps); B.A., University of Connecticut. Anticipated retirement under the Board’s age-75 policy at the end of 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Connecticut Children’s Medical Center | President & CEO | 2006–2015 | Led hospital administration and strategy |
| The Phoenix Companies | President, Phoenix Trust Operations | 16-year period (dates not fully specified) | Senior leadership in trust operations |
| Phoenix Duff & Phelps (public investment manager) | Executive Vice President & CFO | Within Phoenix tenure | Financial leadership at a public investment manager |
| Phoenix Home Life | Senior Vice President, Investment Operations | Within Phoenix tenure | Oversight of investment operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other Public Company Boards | None | N/A | No other board positions held |
Board Governance
| Committee | Role | Members | Meeting Frequency (per year) |
|---|---|---|---|
| Audit Committee | Chair | Colleen D. Baldwin; Martin J. Gavin (Chair); Christopher P. Sullivan. All designated “Audit Committee Financial Experts.” | 5 |
| Nominating & Governance | Chair | All six Independent Trustees; Martin J. Gavin (Chair) | As needed; last fiscal year meetings: 3 (Voya Credit Income Fund) |
| Contracts Committee | Member | All six Independent Trustees; Chair: Sheryl K. Pressler | 5 |
| Investment Review Committee E (IRC E) | Member | Colleen D. Baldwin (Chair); Martin J. Gavin; Joseph E. Obermeyer | 5 |
| Investment Review Committee F (IRC F) | Not listed as member | Chair: Christopher P. Sullivan; Members: Sheryl K. Pressler; John V. Boyer | 5 |
| Compliance Committee | Not listed as member | Chair: John V. Boyer; Members: Sheryl K. Pressler; Joseph E. Obermeyer | 4 |
- Board structure: currently six Independent Trustees; after proposed election, ten Trustees (nine Independent, one Interested); with Gavin’s anticipated retirement end-2025 the Board would be eight Trustees (seven Independent, one Interested). Independent Trustees engage independent legal counsel. Regular Board meetings occur eight times per year. No director attended fewer than 75% of Board and committee meetings in the most recent fiscal year.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Trustee) | $270,000 | Paid pro rata by each Fund overseen, based on net assets |
| Committee Chair additional annual retainer (Audit) | $60,000 | Chair retainer for Audit Committee (Gavin) |
| Per-meeting fee (regularly scheduled meetings) | $10,000 per attendance | Four quarterly, two auxiliary, two annual contract review meetings; Board may designate other paid special meetings |
| Board Chair additional annual retainer | $100,000 | Paid to Board Chair (currently Obermeyer), not applicable to Gavin |
| Expense reimbursement | Reasonable expenses | For Board and Committee meetings |
- Future Payment (deferred retirement benefit): Independent Trustees with five+ years of service (as of May 9, 2007) are entitled, upon retirement, death, or disability, to a payment equal to up to two times the annual Board membership retainer (excluding chair retainers), capped at the May 9, 2007 level; payable lump sum or in three installments; funded by the Voya fund(s) on whose Board the Trustee served at time of event.
Performance Compensation
- The proxy describes Independent Trustee compensation as cash retainer, chair fees, and per-meeting fees; no RSUs/options or explicit performance metrics for Independent Trustees are disclosed.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Gavin |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
| Prior public boards | Not disclosed |
| Private/non-profit/academic boards | Not disclosed in the proxy beyond employment background |
Expertise & Qualifications
- Audit and governance expertise: Chair of Audit Committee (designated “Financial Expert”) and Chair of Nominating & Governance, indicating deep oversight capabilities.
- Senior finance/operator: Former CFO at a public investment manager (Phoenix Duff & Phelps) and hospital CEO, blending financial and operational acumen.
- Education: B.A., University of Connecticut.
Equity Ownership
As of December 31, 2024, beneficial ownership across Voya funds is reported in dollar ranges. Selected holdings for Martin J. Gavin:
| Fund | Dollar Range |
|---|---|
| Voya GNMA Income Fund | Over $100,000 |
| Voya Intermediate Bond Fund | Over $100,000 |
| Voya Large Cap Growth Fund | Over $100,000 |
| Voya Large Cap Value Fund | Over $100,000 |
| Voya Mid Cap Research Enhanced Index Fund | Over $100,000 |
- Alignment and independence: As of the Record Date, none of the Independent Trustees (or immediate family members) owned interests in securities of the Adviser or Principal Underwriter, or in entities controlling/controlled by/under common control with them (excluding registered investment companies).
Governance Assessment
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Strengths:
- Dual-chair responsibilities (Audit; Nominating & Governance) signal trust in his leadership and oversight; all Audit Committee members designated as Financial Experts.
- Strong attendance culture (no director below 75%), regular eight-meeting cadence, and independent legal counsel support robust oversight.
- Beneficial ownership in multiple funds (Over $100,000) indicates economic alignment with shareholders in the complex.
-
Considerations:
- Per-meeting fees ($10,000) and substantial chair retainer ($60,000) emphasize cash compensation; investors may monitor incentives around meeting volume vs. outcomes.
- Legacy “Future Payment” benefit (up to 2x annual retainer, excluding chair fees) can be viewed as a deferred benefit; while common in fund complexes, some shareholders scrutinize such arrangements for potential entrenchment signals.
-
Independence and conflicts:
- Gavin is an Independent Trustee and not an “interested person”; no securities interests in the Adviser/Principal Underwriter reported as of the Record Date. No related-party transactions or loans are disclosed.
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Refreshment:
- Mandatory retirement at age 75 with Gavin anticipated to retire end-2025 supports board refreshment and succession planning.