Voya 2013 Annual Report Download - page 442

anniversary. The number of LSPP awards granted to our NEOs in 2013 was based initially on a target award
amount, expressed as a percentage of base salary, which was either set forth in their individual employment
agreements, or was determined by our board of directors and approved by ING Group, based on reviews of
market competitiveness and on individual performance.
The NEOs’ long-term equity awards granted in 2013 were considered for adjustment, either upwards or
downwards, from 2012 levels, based on an assessment of individual performance during 2012. Mr. Martin,
Mr. Karaoglan, Mr. Steenbergen, Ms. Beams and Mr. Becker received long-term incentive awards in 2013 in the
following amounts: Mr. Martin—$1,220,000; Mr. Karaoglan—$825,500; Mr. Steenbergen—$308,238;
Ms. Beams—$1,170,000; and Mr. Becker—$600,000. Although these amounts were granted in respect of 2012
performance, because of the rules of the Securities and Exchange Commission governing the presentation of
executive compensation in registration statements, such amounts appear in the “—Summary Compensation
Table” and other tables below under “—Executive Compensation” as compensation for 2013, because such
awards were granted during 2013.
Our equity-based awards granted under the Omnibus Plan are calculated and communicated to our NEOs
based on various internal factors and qualifications, and are similar to award measurements used by companies
that compete with us for executive talent. These internally communicated amounts do not necessarily reflect the
“grant date fair value” of these awards (computed in accordance with FASB ASC Topic 718) which are required
to be included in the “—Summary Compensation Table”, below.
For each of our NEOs other than Mr. Martin, target long-term equity awards with respect to 2013
performance were set or reviewed by the Compensation and Benefits Committee during 2013, with reference to
the Towers Watson Survey and to the compensation amounts publicly disclosed by the Comparison Group (with
respect to Messrs. Karaoglan, and Steenbergen, and Ms. Beams) and the IM Comparison Group (with respect to
Mr. Becker). The target long-term equity incentive amounts were considered as one element of our NEOs’
overall total direct compensation opportunity, and, based in part on this review, total direct compensation
opportunities were set at or below median total target compensation as reflected in the comparative data. Our
NEO target long-term equity incentive amounts for 2013, expressed as a percentage of base salary, were 200%
for each of Messrs. Karaoglan and Steenbergen, and for Ms. Beams, and 250% for Mr. Becker. Mr. Martin did
not have a specific long-term equity incentive target for 2013.
In 2014, long-term incentive awards to our NEOs were made on the basis of an evaluation of individual
performance during 2013, which evaluations are described above under “Step 3” of Annual Incentive
Compensation determination process. Based on those evaluations, Mr. Martin, Mr. Karaoglan, Mr. Steenbergen,
Ms. Beams and Mr. Becker each received long-term incentive awards in 2014 in the following amounts:
Mr. Martin—$4,000,000; Mr. Karaoglan—$1,712,000; Mr. Steenbergen—$1,188,000; Ms. Beams—$1,120,000;
and Mr. Becker—$1,437,500. Although these amounts were granted in respect of 2013 performance, because of
the rules of the Securities and Exchange Commission governing the presentation of executive compensation in
registration statements, such amounts do not appear in the “—Summary Compensation Table” and other tables
below under “—Executive Compensation” as compensation for 2013, because such awards were granted during
2014.
Long-term incentive awards were granted to our NEOs in the form of time-vested RSUs issued under the
Omnibus Plan that vest over a four-year period, with the first 50% vesting on the second anniversary of the grant
date, and an additional 25% vesting on each of the third and fourth such anniversary.
ING Group Equity Awards in Prior Years
Prior to our IPO, all long-term equity-based awards granted to our NEOs and other U.S. employees were
granted in plan shares of ING Group. In addition to pre-IPO grants that were made under the LSPP, we
previously granted long-term equity-based awards under two other ING Group plans: options were granted under
the ING Group Standard Share Option Plan (the “GSOP”) and performance shares and options were granted
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