Voya 2014 Annual Report Download - page 334

Voya Financial, Inc.
Notes to the Consolidated Financial Statements
(Dollar amounts in millions, unless otherwise stated)
2014 Omnibus Plan was subsequently obtained on July 30, 2014. The 2014 Omnibus Plan is substantially the
same as the 2013 Omnibus Plan, except for certain changes intended to provide for the opportunity for
performance-based compensation awards to comply with the criteria for tax deductibility set forth in
Section 162(m)(1), of the Internal Revenue Code. The 2014 Omnibus Plan provides for 17,800,000 shares of
common stock to be available for issuance as equity-based compensation awards. As of December 31, 2014,
common stock reserved and available for issuance under the 2014 Omnibus Plan was 17,800,000 shares.
The 2013 Omnibus Plan and the 2014 Omnibus Plan (together, the “Omnibus Plans”) each permit the granting of
a wide range of equity-based awards, including restricted stock units (“RSUs”), which represent the right to
receive a number of shares of Company common stock upon vesting; restricted stock, which are shares of
Company stock that are subject to sale and transfer restrictions until the vesting conditions are met; performance
share units (“PSUs”) awards, which are RSUs subject to certain time- and performance-based vesting conditions,
and under which the number of shares of common stock delivered upon vesting varies with the level of
achievement of performance criteria; and stock options. Grants of equity-based awards under the Omnibus Plans
are made by the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of the
Company, and are subject to such terms and conditions as the Committee may determine, including in respect of
vesting and forfeiture, subject to certain limitations provided in the Omnibus Plans. Equity-based awards under
the Omnibus Plans may carry dividend equivalent rights, pursuant to which notional dividends accumulate on
unvested equity awards and are paid, in cash, upon vesting. Awards made under the 2013 Omnibus Plan included
dividend equivalent rights. Dividend equivalents are credited to the recipient and are paid only to the extent the
applicable performance criteria and service conditions are met.
During the year ended December 31, 2014, the Company awarded only RSUs and PSUs under the 2013 Omnibus
Plan. PSUs awarded during the year ended December 31, 2014 entitle recipients to receive, upon vesting, a
number of shares of common stock that ranges from 0% to 150% of the number of PSUs awarded, depending on
the level of achievement of the specified performance condition. The establishment and the achievement of
performance objectives are determined and approved by the Committee. These RSUs and PSUs vest no earlier
than one year from the date of the award and no later than four years from the date of the award. Dividend
equivalents are credited to the recipient and are paid only to the extent the applicable performance criteria and
service conditions are met. In the case of retirement (as defined in the award agreement), awards vest depending
on the employee’s age and years of service subject to the satisfaction of the applicable performance criteria.
If an award under the Omnibus Plans is forfeited, expired, terminated or otherwise lapses, the shares of Company
common stock underlying that award will again become available for issuance under the Omnibus Plans, as
applicable. Shares withheld by the Company to pay employee taxes, or which are withheld by or tendered to the
Company to pay the exercise price of stock options (or are repurchased from an option holder by the Company
with proceeds from the exercise of stock options) are not available for reissuance.
As of December 31, 2014, there were no stock options issued or outstanding under the Omnibus Plans.
Deal Incentive Awards: Upon closing of the IPO, RSUs were granted to employees of the Company under the
2013 Omnibus Plan in connection with Deal Incentive Awards. Deal Incentive Awards are conditional
agreements to grant equity awards to certain employees of the Company, upon the closing of the IPO or upon the
satisfaction of certain other conditions. RSUs granted in connection with Deal Incentive Awards are subject to
certain vesting conditions, lockup period and other holding requirements.
Due to (1) the completion of the Secondary Offering in 2013 and the ending of the related underwriters’ lockup
period in January 2014, (2) the March 2014 Offering, (3) the September 2014 Offering and (4) the November
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