Voya 2013 Annual Report Download - page 447

Compensation of Named Executive Officers
Summary Compensation Table
The following table presents the cash and other compensation for our NEOs for 2013, 2012 and 2011.
Summary Compensation Table
Name and Principal
Position Year Salary(1) Bonus(2)
Stock
Awards(3)
Non-Equity
Incentive Plan
Compensation(4)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(5)
All Other
Compensation(6) Total
Rodney O. Martin, Jr., CEO ......... 2013 $1,000,000 $ — $7,598,688(7) $3,185,711 $ 29,903 $ 67,868 $11,882,170
2012
2011
$1,000,000
$ 746,212
$—
$—
$ 923,129
$—
$ 816,116
$ 585,536
$ 30,209
$—
$ 58,780
$ 84,231
$ 2,828,234
$ 1,415,979
Alain M. Karaoglan, EVP & COO .... 2013 $ 700,000 $ — $2,961,939(7) $1,552,378 $ 23,828 $ 62,395 $ 5,300,540
2012
2011
$ 650,000
$ 452,292
$—
$—
$ 923,129
$ 381,980
$ 593,866
$ 585,536
$ 28,809
$—
$ 59,529
$ 28,188
$ 2,255,333
$ 1,447,996
Ewout L. Steenbergen, EVP & CFO . . . 2013 $ 605,768 $ — $1,081,229 $ 735,711 $ 94,001 $637,818 $ 3,154,527
2012
2011
$ 498,861
$ 438,139
$—
$164,128
$ 314,575
$ 235,236
$ 281,032
$ 267,933
$820,688
$172,514
$680,376
$796,113
$ 2,595,532
$ 2,074,063
Maliz E. Beams, CEO, Retirement
Solutions ...................... 2013 $ 679,167 $ — $2,852,755 $ 745,711 $ 27,493 $ 64,881 $ 4,370,007
2012 $ 600,000 $ — $ 772,227 $ 766,116 $ 29,628 $ 57,723 $ 2,225,694
Jeffrey T. Becker, CEO Investment
Management .................... 2013 $ 422,538 $ — $1,596,793 $1,048,211 $ 0 $ 62,168 $ 3,129,710
2012
2011
$ 391,667
$ 350,000
$216,690
$198,367
$ 856,429
$ 959,285
$ 681,116
$ 695,536
$293,510
$235,762
$ 58,809
$ 51,975
$ 2,498,221
$ 2,490,925
(1) Amounts in this column represent salary that was actually paid to each NEO during the listed calendar year. Mr. Steenbergen’s salary comprises
three elements: (i) his net pay under the LTAP for periods prior to April 1, 2013; (ii) tax equalization payments for periods prior to April 1, 2013
(amounting to $54,739, $163,787 and $149,780 in 2013, 2012 and 2011, respectively); and (iii) regular base salary for periods after
Mr. Steenbergen’s localization on April 1, 2013. See “—2013 Compensation—Expatriate Arrangements and Localization of Mr. Steenbergen,”
above.
(2) Amounts in this column reflect the portions of a cash retention award that became vested and were paid in September 2011 and (in the case of
Mr. Becker) September 2012.
(3) Amounts in this column include the grant date fair value calculated in accordance with FASB ASC Topic 718 of: (i) for 2013, time-vested
awards granted to the NEOs under the LSPP and Equity Plan and subsequently converted to RSUs under the Omnibus Plan at the time of our
IPO, including a component representing the portion of each NEO’s annual incentive that was subject to automatic deferment, and in each case
in respect of 2012 performance; (ii) for 2012 and 2011, time-vested awards granted to the NEOs under the LSPP and the Equity Plan and
subsequently converted to RSUs under the Omnibus Plan at the time of our IPO, including a component representing the portion of each NEO’s
annual incentive that was subject to automatic deferment, and in respect of 2011 and 2010 performance, respectively; and (iii) Deal Incentive
Awards that were awarded in the form of time-vested RSUs.
(4) Amounts in this column include, for Mr. Martin and Mr. Karaoglan, $2,000,000 and $666,667, respectively, reflecting the cash portion of their
Deal Incentive Awards that became payable upon the completion of our IPO in May 2013. Amounts in this column for all NEOs include the
cash portion of the annual incentive awarded for prior-year performance. An additional portion of each award made for 2013 performance (and
granted in 2014) has been deferred in the form of time-vested RSUs issued under the Omnibus Plan, which vest between 2015 and 2017.
Pursuant to SEC rules, the value of such RSUs is not included in this table because they were not awarded during the 2013 calendar year.
(5) Amounts in this column represent the net changes in actuarial present value under the Retirement Plan and the SERP (and, with respect to
Mr. Steenbergen, the Directors’ Pension Plan). See the “—Pension Benefits in 2013” table below for more detail. Approximately 82%
($693,405) of the change in the present value of the accumulated pension benefit of Mr. Steenbergen from December 31, 2011 to December 31,
2012 is due solely to the change in the discount rate from 5.50% to 3.70%.
(6) Amounts in this column for Mr. Steenbergen include a market value payment of $400,000 pursuant to terms of Mr. Steenbergen’s localization in
April 2013 and certain amounts payable prior to his localization in accordance with the LTAP. See “—2013 Compensation—Expatriate
Arrangements and Localization of Mr. Steenbergen,” above. All amounts in this column are described in more detail in the table below entitled
“—All Other Compensation Table for 2013”.
(7) This amount includes the effect of revaluing the Deal Incentive Awards granted to Messrs. Martin and Karaoglan in July 2013, upon the
extension of the latest vesting date applicable to such awards, in order to reflect the terms of the 2012 Restructuring Plan of ING Group. See
“Item 1. Business—Plan of Divestment from ING Group” in the Original Filing. Deal Incentive Awards for all other NEOs have been valued at
the price to the public in our IPO, because no change was made to the terms of such awards. If valued at the date of the IPO, the grant date fair
value of stock awards to Messrs. Martin and Karaoglan during 2013 would have been lower by $2,159,998 and $719,999, for aggregate grant
date fair values of $5,438,690 and $2,241,940, respectively. As of December 31, 2013, 40,448 and 13,483 of the RSUs awarded to Mr. Martin
and Mr. Karaoglan, respectively, in respect of Deal Incentive Awards, having a grant date fair value of $1,214,653 and $404,894, had vested.
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