A review of management team and board of directors
Introduction
The activist hedge fund TOMS Capital has singled out management and the board as the primary reasons for Voya's valuation discount—a forward P/E of less than 8x versus peers trading at 10–12x—calling them "strategically indecisive" with "deteriorating credibility"-. Yet the board has remained supportive, continuing to approve Lavallee's strategy and capital returns.
Below is a detailed assessment of who is steering the ship, what track record they bring, and whether shareholders should view them as fiduciaries or liabilities.
Key Management Members: Tenures and Biographies
Heather H. Lavallee — President, CEO, and Director
Age: 56-11 Tenure as CEO: January 1, 2023 – present (approximately 3.5 years)- Board member since: July 2022- Total Voya tenure: Over 10 years across multiple roles-12
Prior Voya roles:
- President and CEO-elect (oversaw Workplace Solutions, Investment Management, technology, data, strategy, and risk)
- CEO of Wealth Solutions business (led 401(k), 403(b), and 457 plans)
- President of Tax-Exempt Markets business
- President of Employee Benefits (now Health Solutions)-12
Relevant prior experience: Mutual of Omaha (Regional VP, Group Insurance Division) and Sun Life New York Insurance and Annuity Company (marketed group life, disability, and medical stop-loss insurance)-12
Compensation (2025): Over $16.2 million (total package, including stock and options)-. Her total annual compensation is approximately $9.72 million, consisting of about 9.8% salary and 90.2% performance-based bonuses-.
Michael R. Katz — Chief Financial Officer and Executive Vice President
Age: 49-1-4 CFO tenure: January 2025 – present (approximately 1.5 years)-1 Prior Voya roles: Chief Strategy, Planning, and Investor Relations Officer; Senior VP and Head of Investor Relations and Enterprise Financial Planning-1
Katz stepped into the CFO role relatively recently, having previously been Voya's head of investor relations. His appointment came amid mounting investor scrutiny over the BenefitFocus acquisition and stop-loss losses. The 2025 proxy statement reported Katz's compensation at $4.11 million total-.
Santhosh Keshavan — Chief Information and Operations Officer
Tenure at Voya: EVP since 2021; CIO since 2017-1 Total Voya tenure: Approximately 8 years
Keshavan has over 25 years of public and private sector experience as a transformation leader, previously serving as EVP and Chief Information Officer for Regions Bank. He has overseen Voya's digital transformation, including AI adoption and automation, which has been a core pillar of management's operational efficiency narrative-64-1.
Other Key Management
| Executive | Role | Voya Tenure | Prior Background |
|---|---|---|---|
| Trevor Ogle | Chief Legal Officer and EVP | May 2025 – present | Previously Deputy General Counsel; Head of Corporate Development; Chief Strategy and M&A Officer-1 |
| Jacques Longerstaey | Chief Risk Officer | – | Former CRO at Nuveen; Head of Financial Risk for TIAA; senior roles at Wells Fargo, State Street Global Advisors, and Putnam Investments-1 |
| Matt Toms | CEO of Voya Investment Management | – | Previously Global CIO and CIO of fixed income at Voya IM; 30+ years asset management experience- |
The Board of Directors: Tenures and Composition
The board consists of 12 directors, 11 of whom are independent, with an average tenure of 6.5 years and an average age of 64-28.
Ruth Ann M. Gillis — Non-Executive Chairman
Board tenure: Since 2015 (approximately 11 years)- Chair since: May 2024- Background: Over 37 years in regulated industries (banking, insurance); former CFO of banking entities; extensive public board directorships including KeyCorp and Snap-on Incorporated-
Heather H. Lavallee — Director (CEO)
Board tenure: Since July 2022 (approximately 3.5 years)- Role: President, CEO, and Director
Joseph V. Tripodi — Independent Director
Board tenure: Since 2015 (approximately 11 years)- Background: Former Chief Marketing Officer of Subway; EVP and Chief Marketing and Commercial Officer of The Coca-Cola Company-
William J. Mullaney — Independent Director
Board tenure: Since July 2024 (approximately 2 years)- Background: Nearly 40 years in retirement, life, annuities, and insurance industries; former President of MetLife's US Business; former Managing Director at Deloitte-
Aylwin B. Lewis — Independent Director
Board tenure: Since October 2020 (approximately 5 years)- Background: Former Chairman, CEO, and President of Potbelly Corporation (2008–2017); former Vice Chairman and CFO of Voya Financial, Inc.-
A note on Lewis's role: As a former Voya executive, Lewis brings deep institutional knowledge, but his prior service as Vice Chairman and CFO raises governance questions about whether the board has sufficient independent oversight of management.
Other Board Members
| Director | Tenure Started | Background |
|---|---|---|
| Lynne Biggar | 2022 | – |
| Stephen Bowman | 2023 | – |
| Hikmet Ersek | 2023 | – |
| Jane Chwick | 2017 | – |
| Kathleen DeRose | 2019 | – |
| Yvette Butler | 2021 | – |
| Rob Leary | 2024 | – |
The board committees include Audit, Compensation, Nominating/Governance, Risk, Technology, and Executive, all with independent members-28.
Quantified Track Record: Achievements and Failures
📈 Achievements (Quantified)
| Metric | Data | Period / Source |
|---|---|---|
| Retirement segment pre-tax earnings | $959 million | 2025 proxy-28 |
| Record net inflows | $28.2 billion | 2025-28 |
| Retirement client assets | $797 billion | 2025-28 |
| Investment Management pre-tax earnings | $226 million with record net revenues >$1 billion | 2025-28 |
| Investment Management net inflows | $14.6 billion (4.8% organic growth) | 2025-28 |
| Employee Benefits pre-tax earnings | $152 million (up from $40 million in 2024) | 2025-28 |
| Pre-tax adjusted operating earnings | Over $1 billion | 2025-28 |
| Excess capital generated | $775 million | 2025-28 |
| Total assets | $1.1 trillion | 2025-51 |
| 5-year total shareholder return | +56% | As of October 2025-64 |
| 3-year total shareholder return | +22% | As of October 2025-64 |
📉 Failures and Setbacks (Quantified)
| Failure | Quantified Impact | Attribution |
|---|---|---|
| BenefitFocus acquisition | $595 million purchase at a 49% premium in January 2023-; attributed by TOMS Capital as primary reason for Voya's valuation discount | Management and board jointly |
| Stop-loss segment | $37 million reserve added in Q4 2025; unit reported $10 million operating loss in Q4 2025-51-52; Health Solutions margin pressure has persisted for two consecutive years | Management (underwriting and risk selection) |
| ROE erosion | ROE declined from 13.96% in 2021 to 7.98%–9.37% in 2025-43-44 | Largely attributable to BenefitFocus drag on earnings |
| Stock stagnation | Share price largely unchanged over past two years despite surpassing $1 trillion in assets and $1 billion in pre-tax earnings-51 | Market penalizing management credibility and stop-loss uncertainty |
| Valuation discount | Forward P/E <8x versus peers at 10–12x; TOMS Capital directly attributes this to management's "failed decision to acquire BenefitFocus" | Management and board |
| Activist shareholder campaign | TOMS Capital has built a stake and is publicly pressuring for strategic review, including potential sale or breakup, citing "strategic indecisiveness" and "deteriorating credibility"- | Management and board |
Capital Allocation Prudence: Arguments For and Against
🔹 Arguments For (Capital Allocation Has Been Solid)
1. Substantial and sustained shareholder returns
- Returned $800 million to shareholders through share repurchases and dividends in 2024-34
- Returned $375 million in 2025 ($200 million in buybacks + $174 million in dividends)-28
- Since inception, Voya has returned approximately $6 billion to shareholders through share repurchases and dividends-
- Announced $100 million buyback in Q4 2025 and $150 million in Q1 2026-
2. Dividend growth that rewards long-term holders
- Quarterly common stock dividend increased to $0.47 per share from historical lows-32-
- Common stock dividends paid grew 15% year-over-year to $0.437 billion in 2025-
- Total common and preferred dividends grew 23.7% year-over-year in 2025-
- Dividends per share grew from $0.15 in 2020 to $1.88 annualized by 2025-
3. Strategic M&A with disclosed capital discipline
- The OneAmerica retirement plan business acquisition (closed January 2025) exceeded earnings targets, and Voya's CFO indicated the company is maintaining a "high bar for opportunistic M&A"-28
- Voya invested capital in Sconset Re to further its third-party insurance asset management position-34
4. Conservative leverage management
- Debt/Equity ratio declined from 0.66 in 2023 to 0.50 in 2025-44
- Interest coverage improved from 3.28 in 2023 to 4.39 in 2025-44
- Excess capital of approximately $0.4 billion as of year-end 2025, with a $562 million remaining repurchase authorization-
- ROE, despite recent erosion, has recovered from negative levels in 2018–2020 to double-digit territory for most of 2021–2024-43
5. Strong segment performance outside Health Solutions
- Retirement and Investment Management businesses have delivered consistent growth, with total platform assets surpassing $1 trillion and strong net inflows-51
🔹 Arguments Against (Capital Allocation Has Been Questionable)
1. The BenefitFocus acquisition remains the central failure
| Metric | Value |
|---|---|
| Purchase price | $595 million total consideration- |
| Premium paid | 49% to BenefitFocus's closing price prior to deal announcement |
| Timing | January 2023 – near market highs |
| Goodwind carried | $804 million in total goodwill as of Q4 2025 |
TOMS Capital directly ties Voya's valuation discount to this single transaction, stating in its shareholder letter that "management's failed decision to acquire benefit administration company BenefitFocus at a 49% premium in 2022" is the primary reason the stock trades at less than 8x forward earnings despite strong performance in core businesses-.
2. Stop-loss segment mismanagement offset core business strength
- Despite $959 million in retirement segment earnings and $226 million in Investment Management earnings, the Health Solutions segment has been a persistent drag-28
- $37 million reserve added in Q4 2025 due to "unexpected cancer claims among younger demographics" and rising pharmaceutical costs
- The segment reported an operating loss of approximately $10 million in Q4 2025-51
3. ROE has been consistently declining since 2021
- 2021: 24.19% (peak)
- 2022: 7.76%
- 2023: 10.94%
- 2024: 10.63%
- 2025: 9.37%-43
The 2025 ROE of 9.37% represents a 61% reduction from 2021's peak of 24.19% — a sharp decline that shareholders have not been compensated for through share price appreciation or dividend growth.
4. Significant executive compensation despite subpar performance
- CEO Heather Lavallee earned over $16.2 million in 2025-
- CFO Michael Katz earned over $7.5 million-
- Critics argue there is a "disconnect between compensation and performance," with shareholder compensation being questioned-
5. Heavy reliance on buybacks without commensurate stock appreciation
- Despite returning $800 million to shareholders in 2024 and $375 million in 2025, the share price has remained "largely unchanged over the past two years"-51
- The benefits of share buybacks have been largely offset by multiple compression due to investor skepticism about management credibility
6. Board tenure is long but oversight appears insufficient
- Average director tenure is 6.5 years, suggesting limited fresh perspectives-28
- The board approved both the 49%-premium BenefitFocus acquisition and the stop-loss business strategy that required a $37 million Q4 2025 reserve
- TOMS Capital has specifically criticized "the board's continued inaction" and stated that "the board's continued inaction has become part of the problem"-
Shareholder-Friendly Actions: Where Management and Board Stand
| Action | Evidence of Shareholder-Friendliness | Evidence of Shareholder-Unfriendliness |
|---|---|---|
| Share buybacks | $6 billion returned since inception; $800 million (2024) + $375 million (2025); $150 million planned for Q1 2026 | Buybacks have failed to lift stock price due to multiple compression |
| Dividends | Grew from $0.15/share in 2020 to $1.88/share by 2025 (annualized) — a 1,153% increase; 15% YoY growth in 2025 | Relatively low payout ratio (approximately 19%)-44 |
| M&A strategy | OneAmerica acquisition exceeding earnings targets; disciplined approach post-OneAmerica | BenefitFocus overpay at 49% premium remains an anchor on valuation |
| Insider ownership | Lavallee holds 76,425 shares ($6 million value)-11; other executives also hold meaningful stakes | Low relative to institutional ownership (Vanguard holds 11.55%)- |
| Executive compensation | 90%+ performance-based (equity and bonuses)- | CEO earned over $16 million in 2025 despite stop-loss losses and stock stagnation |
Final Assessment
The Prudent View (For Management and Board)
Voya's management and board have overseen significant growth in the core retirement and investment management businesses, with record net inflows, expanding assets under management, and pre-tax earnings exceeding $1 billion. The dividend growth (15% YoY) and substantial share repurchases ($6 billion returned since inception) demonstrate a genuine commitment to returning capital to shareholders. The OneAmerica acquisition has been executed successfully, and the balance sheet remains conservatively managed with low leverage and healthy excess capital. The 56% total shareholder return over five years outpaces many financial sector peers.
The Critical View (Against Management and Board)
The BenefitFocus acquisition at a 49% premium in January 2023 represents a material misallocation of shareholder capital—one that TOMS Capital correctly identifies as the primary driver of Voya's persistent valuation discount. Stop-loss underwriting failures necessitated a $37 million Q4 2025 reserve and contributed to a $10 million operating loss in that segment, despite management's repeated assurances of improvement. ROE has fallen by more than half since 2021, from 24.19% to 9.37%. Executive compensation ($16 million+ for the CEO in a year of stock stagnation) is difficult to justify given these setbacks. The board's average tenure of 6.5 years and approval of the BenefitFocus transaction raise legitimate questions about whether independent oversight is sufficiently robust.
The Bottom Line
Management and the board have delivered strong results in the core retirement and investment management businesses, but a single flawed strategic decision—the $595 million BenefitFocus acquisition at a 49% premium—has undercut all of that goodwill and left shareholders with a stock that has gone nowhere for two years despite billions in capital returns.
Whether management and the board should be removed depends on whether one believes the BenefitFocus acquisition was an isolated mistake in an otherwise strong record or symptomatic of deeper judgment issues. TOMS Capital clearly believes the latter. The market's verdict—a 30%+ valuation discount to peers—suggests many institutional shareholders agree.