Voya 2013 Annual Report Download - page 314

ING U.S., Inc.
Notes to the Consolidated Financial Statements
(Dollar amounts in millions, unless otherwise stated)
any one individual in any one fiscal year may not exceed $250 thousand. The material terms of the 2013 Director
Plan are substantially consistent with the material terms of the 2013 Omnibus Plan described above.
Director Deal Incentive Award: Upon the closing of the IPO, one director of the Company received 2,564 RSUs
granted under the 2013 Director Plan in connection with a Deal Incentive Award, subject to certain vesting
conditions, lockup period and other holding requirements. Of the total RSUs awarded, 1,282 RSUs vested in
2013, upon the pricing of the Secondary Offering. In addition, due to the completion of the Secondary Offering
in 2013 and the ending of the related underwriters’ lockup period, the remaining 1,282 RSUs will vest over
90 days from the pricing of the Secondary Offering. Upon vesting, common stock issued pursuant to Deal
Incentive Awards remains subject to a further holding period.
Non-Employee Director Service Grants: On June 13, 2013, 10,932 RSUs were granted under the 2013 Director
Plan to the four non-employee directors then serving on the Board. These awards vest half on the second
anniversary of the grant date, and one-quarter vest on the third and fourth anniversaries of the grant date, in each
case provided that the grantee remains a director of the Company on the relevant vesting date, and provided that
no shares will be delivered in connection with the RSUs until such time as service on the Board is terminated.
ING Group Equity-Based Plans
Prior to the IPO, employees of the Company received equity-based compensation in the form of ING Group
equity awards, pursuant to equity compensation plans adopted by ING Group. These plans included:
Long-term Sustainable Performance Plan: In 2011, 2012 and 2013 employees of the Company received ING
Group-based equity awards under the Long-Term Sustainable Performance Plan (“LSPP”) of ING Group. LSPP
awards made to Company employees are settled by delivery of ING Group American Depository Receipts
(“ADRs”).
All LSPP awards to employees of the Company provided in 2013 were, upon the closing of the IPO, converted
into Company-based equity awards under the Omnibus Plan. Outstanding awards made in 2011 and 2012 were
not converted. The converted awards would have entitled holders to receive up to an aggregate of 5,898,279 ING
Group ADRs, and were converted into awards that entitled holders to receive up to an aggregate of 2,495,458
shares of Company common stock upon vesting. These converted awards consist of 1,717,746 PSUs and 777,712
RSUs. Of the converted awards 572,369 PSUs were considered granted during 2013, because the relevant
performance measure had been established and communicated to recipients. The remaining PSUs will be
considered granted upon the establishment and communication of the performance measures for the applicable
performance period by the Committee, which is generally carried out during the first quarter of each year.
With respect to employees who are not “Identified Staff” for purposes of the European Union’s Capital
Requirements Directive III, the 2013 ING Group LSPP awards that were converted to PSU awards and RSUs
under the Omnibus Plan vest one-third on each of the first, second and third anniversaries of the date of the
award, provided that the participant is still employed by the Company on the relevant vesting date, and, in the
case of PSU awards, subject to satisfaction of the performance condition. With respect to employees who are
“Identified Staff,” 2013 ING Group awards were converted exclusively to time-vested RSUs under the Omnibus
Plan, half of which vest on the second anniversary of the grant date, and one-quarter vest on each of the third and
fourth anniversaries of the grant date, in each case provided that the participant is still employed by the Company
on the relevant vesting date.
LSPP awards provided to the Company’s employees in 2011 and 2012 remain outstanding and will continue to
vest according to the terms of their original grant. One-third of these awards vest, and the underlying ING Group
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