Voya Financial, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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Sep 30, 2025 · Filed Nov 6, 2025
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11. Share-based Incentive Compensation Plans
- Share-based Incentive Compensation Plans
Omnibus Incentive Plans
The Company previously offered equity-based compensation awards to its employees and non-employee directors under various employee and non-employee incentive plans (together, the "Omnibus Plans"). On May 23, 2024, the Company's shareholders approved the Voya Financial, Inc. 2024 Omnibus Incentive Plan (the "2024 Omnibus Plan"), which is a successor to the Omnibus Plans, and no further grants shall be made pursuant to the Omnibus Plans. The 2024 Omnibus Plan provides for 8,000,000 shares of common stock to be initially available for issuance as equity-based compensation awards, lessone share for every one share granted under the Omnibus Plans after December 31, 2023 and prior to the effective date of the 2024 Omnibus Plan. As of September 30, 2025, common stock reserved and available for issuance under the 2024 Omnibus Plan was 6,353,059 shares.
Compensation Cost
The following table summarizes share-based compensation expense, which includes expenses related to awards granted under the Omnibus Plans and the 2024 Omnibus Plan for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Restricted Stock Unit (RSU) awards | $11 | $13 | $43 | $49 |
| Performance Stock Unit (PSU) awards | (2) | 10 | 11 | 36 |
| Total share-based compensation expense | 9 | 23 | 54 | 85 |
| Income tax benefit | 1 | 5 | 12 | 21 |
| After-tax share-based compensation expense | $8 | $18 | $42 | $64 |
Awards Outstanding
The following table summarizes RSU and PSU awards activity under the Omnibus Plans and the 2024 Omnibus Plan for the periods indicated:
| RSU Awards | PSU Awards | |||
|---|---|---|---|---|
| (awards in millions) | Number of Awards | Weighted Average Grant Date Fair Value | Number of Awards | Weighted Average Grant Date Fair Value |
| Outstanding as of January 1, 2025 | 1.9 | $67.95 | 2.2 | $63.48 |
| Adjustment for PSU performance factor | — | — | (0.1) | 65.46 |
| Granted | 0.9 | 73.76 | 0.6 | 78.82 |
| Vested | (0.9) | 68.48 | (0.5) | 66.15 |
| Forfeited | (0.1) | 70.62 | (0.3) | 65.69 |
| Outstanding as of September 30, 2025 | 1.8 | $70.46 | 1.9 | $70.75 |
The following table summarizes the number of options under the Omnibus Plans for the periods indicated:
| Stock Options | ||
|---|---|---|
| (awards in millions) | Number of Awards | Weighted Average Exercise Price |
| Outstanding as of January 1, 2025 | 0.8 | $45.71 |
| Granted | — | — |
| Exercised | (0.2) | 40.31 |
| Forfeited | — | — |
| Outstanding as of September 30, 2025 | 0.6 | $47.94 |
| Vested, exercisable, as of September 30, 2025 | 0.6 | $47.94 |
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