Voya 2013 Annual Report Download - page 459

target bonus opportunity of 100% of his base salary with the opportunity to earn up to 200% of his base salary, a
certain portion of which is subject to deferral. The offer letter also states that Mr. Karaoglan is eligible to
participate in the LSPP, under which he may receive a long-term incentive award of ING Group restricted stock
and/or performance shares with a target value of 100% of his salary (following our IPO, awards to employees of
the Company are made in the form of Voya Financial, Inc. equity grants pursuant to the Omnibus Plan, rather
than the LSPP). Mr. Karaoglan’s base salary has subsequently been increased to $700,000, his target annual
incentive award has subsequently been increased to 160% of base salary, and his target long-term incentive
award has subsequently been increased to 320% of base salary.
In addition to his base salary, annual incentive award opportunity and long-term incentive award
opportunity, Mr. Karaoglan received a Deal Incentive Award in the amount of $2 million upon completion of our
IPO, consisting of $666,667 in cash and $1,333,333 in RSUs based on the IPO price. The cash component of the
award was paid after the completion of the IPO. The RSUs vest pursuant to the same terms and conditions as
those described above for the vesting of the Deal Incentive Award of Mr. Martin, under “—Employment
Agreement of Mr. Martin.” All unvested shares underlying the restricted share award that have not vested as of
December 31, 2016 shall be forfeited. If Mr. Karaoglan’s employment is terminated without cause (which
includes willful failure to perform substantially under the agreement, after demand for substantial performance
has been given by the Company that specifically identifies how he has not substantially performed his
responsibilities, and engagement in illegal conduct or in gross negligence or willful misconduct, in any case, that
is materially and demonstrably injurious to the Company) or for good reason (which includes a reduction in
salary or ICP award opportunity, more than 50% of his responsibilities change and are not replaced with other
responsibilities of generally similar significance or relocation of his principal office more than 50 miles from the
New York City metropolitan area), death or disability following an IPO but prior to a relevant vesting or payment
date, his Deal Incentive Award will immediately vest and be paid, unless applicable law or regulation requires
payment in a different form or at a different time. Except as provided in his offer letter, Mr. Karaoglan’s
restricted stock award will be subject to the terms of the equity plan for executive officers of the Company in
effect at the time of the IPO and to the terms of his award agreement under it.
Employment Agreement of Mr. Steenbergen
Mr. Steenbergen serves as Executive Vice President and Chief Financial Officer of the Company. Prior to
Mr. Steenbergen’s localization and the execution of his offer letter, dated March 28, 2013, Mr. Steenbergen was
party to an employment agreement with ING Group, as Director of the Retail Division of ING Nederland. This
agreement was originally entered into on May 19, 2004 and was amended effective January 1, 2006. See
“—Expatriate Arrangements and Localization of Mr. Steenbergen” for more information regarding the terms of
Mr. Steenbergen’s offer letter.
The terms of Mr. Steenbergen’s localization and his employment as a local employee of the Company are
set forth in an offer letter dated March 28, 2013. Mr. Steenbergen is employed at will, and the Company may
change the terms of or terminate his employment at any time. Under the terms of his offer letter,
Mr. Steenbergen, beginning April 1, 2013, received a base salary of $550,000 and had a target annual incentive
opportunity of 100% of his base salary, and a long-term incentive opportunity of 200% of his base salary. Mr.
Steenbergen’s base salary has subsequently been increased to $625,000, his target annual incentive award has
subsequently been increased to 163% of base salary, and his target long-term incentive award opportunity has
been changed to 190% of base salary. To support his transition to a local, market competitive compensation
package, Mr. Steenbergen receives a market value allowance of $400,000 for each twelve-month period
beginning April 15, 2013 and 2014, respectively. If, however, Mr. Steenbergen is terminated for “cause” (as
defined in his offer letter) prior to the payment of his market value allowance in 2014, Mr. Steenbergen will not
receive such payment. In addition, if Mr. Steenbergen voluntarily leaves employment with the Company prior to
April 15, 2015, he is required to repay a prorated amount of the market value allowance already paid. Following
his localization, Mr. Steenbergen is now eligible to participate in Company-sponsored health and insurance
programs, offered on the same terms and conditions as those made generally available to all full-time and part-
time employees, as well as the DCSP and the Retirement Plan.
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