Voya 2013 Annual Report Download - page 436

The annual base salaries earned by the NEOs in 2013 were as follows: Mr. Martin—$1,000,000;
Mr. Karaoglan—$700,000; Mr. Steenbergen—$605,768 (which amount includes $54,739 in tax equalization and
also includes other amounts paid in respect of Mr. Steenbergen’s expatriate status prior to April 1, 2013);
Ms. Beams—$679,167 (increased to $700,000 annually on March 16, 2013); and Mr. Becker—$422,538
(increased to $575,000 annually on November 15, 2013). Mr. Martin’s base salary was unchanged from his 2012
base salary. Mr. Karaoglan’s base salary for 2013 increased from $650,000 in 2012; Ms. Beams’ base salary
increased from $600,000 in 2012; and Mr. Becker’s base salary increased from $400,000 in 2012. On April 1,
2013, in connection with his localization, Mr. Steenbergen’s base salary was established at $550,000 annually on
April 1, 2013. This amount was an increase over Mr. Steenbergen’s base salary prior to April 1, 2013, excluding
the effect of amounts Mr. Steenbergen was paid prior to April 1, 2013 in respect of his expatriate status.
Annual Cash and Deferred Equity-Based Incentive Compensation
Our annual incentive plan is designed to reward participants based on critical financial results and for their
annual contributions to those results. Individual incentive awards are based on an annual evaluation of business
performance and each NEO’s individual performance.
The annual incentive compensation payment with respect to 2013 was paid in March 2014. In this CD&A,
references to 2013 annual incentive compensation awards are to the annual incentive compensation amounts that
were paid to NEOs in March 2014, which were designed to recognize individual, Company and business unit
performance during 2013. As described in more detail below, an NEO’s annual incentive award is determined
after taking into account the performance of the Company under several financial measures and based on a
qualitative assessment of individual performance and other factors considered relevant by the Compensation and
Benefits Committee.
Mandatory Deferral of 2013 Annual Incentive Compensation. Because we continued to be majority-owned
by ING Group until March 2014, our NEOs have been subject to an ING Group mandatory annual incentive
award deferral plan under which portions of 2013 annual incentive amounts in excess of $132,651 were
automatically deferred, with deferral amounts calculated based on a sliding scale ranging from 10% of the first
$265,302 of annual incentive amounts to a maximum marginal deferral of 50% for annual incentive amounts in
excess of $633,255. Amounts that were deferred were converted into restricted stock units (“RSUs”) granted
under, and subject to the payment and other terms and conditions of, the ING U.S., Inc. 2013 Omnibus Employee
Incentive Plan (the “Omnibus Plan”). The RSUs generally vest over four years from the date of grant, with 50%
vesting on the second anniversary, 25% vesting on the third anniversary and 25% vesting on the fourth
anniversary of the date of grant. Because of the rules of the Securities and Exchange Commission governing the
presentation of executive compensation in registration statements, the amounts listed in the tables below under
“—Compensation of Named Executive Officers” do not include deferred amounts of 2013 annual incentive
compensation, because such amounts were paid through equity grants made after the end of the 2013 calendar
year. Such tables do, however, reflect the portion of 2013 annual incentive compensation paid in cash (even
though such amounts were also paid after the end of the 2013 calendar year), along with the deferred portion of
2012 annual incentive compensation, which was paid in the form of ING Group equity grants in March 2013
(and subsequently converted to Voya Financial equity grants at the time of our IPO in May 2013). In order to
more clearly present the annual incentive compensation paid to our NEOs for 2013, a supplemental table is
presented below under “—Annual Incentive Compensation Outcomes” which includes all annual incentive
compensation paid to our NEOs for 2013, including cash and equity amounts, and which excludes amounts paid
in the form of equity awards in respect of 2012 performance.
Determination of 2013 Annual Incentive Compensation. The Compensation and Benefits Committee
determined 2013 annual incentive compensation for our NEOs by applying a multi-step process. First, the target
annual incentive opportunity and maximum award was determined for each NEO, expressed as a percentage of
their base salaries. Second, a preliminary payout amount for each NEO was established, based on the target
opportunity amount and on company financial performance under three financial measures: ongoing business
adjusted operating income before tax, ongoing business adjusted return on capital, and distributable earnings
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