Best proxy statement (mid-cap) Voya Financial
Since going public in 2013, Voya Financial has taken a continuous-improvement approach to its proxy statement. Then it undertook a revamp for 2022, moving away from a previously text-heavy style, explains Julie Watson, assistant vice president and counsel for corporate governance.
The document opens with a color photo of chair and CEO Rodney Martin alongside his letter to shareholders, which tackles issues such as strategic planning, ESG, diversity, equity and inclusion and human capital. My Chi To, executive vice president, chief legal officer and corporate secretary, says it was important for the letter to set the tone for the proxy statement by having Martin speak directly to shareholders.
The company then devotes more than four pages of its executive summary to ESG issues including data on workforce and leadership diversity. Later in the document, Voya addresses the governance of ESG matters within the firm. Unusually, it also gives transparency into its governance of political contributions and lobbying expenses and points to where shareholders can find its annual report on these. Further, the proxy statement addresses the January 6, 2021 insurrection in Washington, DC, and says the company suspended its political action committee distributions following those events.
In addition to a skills matrix and aggregated board composition data, the proxy statement features detailed biographies and photos of directors, outlining their experience, relevant skills, education and board memberships, awards and other positions. Later, there are detailed descriptions of board committees’ responsibilities, members and number of meetings. The proxy also features biographies and photos of Voya’s executive officers.
The compensation discussion & analysis includes such helpful features as a summary Q&A, with questions covering ‘How did we perform?’, ‘What did we change for 2021?’ and ‘How do we address risk and governance?’, among others The more detailed analysis is presented using graphics, charts and plain English, providing a detailed but easy-to-digest narrative.
Among other things, Voya also includes a graphic outlining its year-round shareholder engagement cycle by quarter. The statement goes on to explain some of the steps the company has taken in response to feedback from that program.
