UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 14, 2022

VOYA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35897	No.
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification Number)
230 Park Avenue
New York	New York		10169
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (212) 309-8200

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, .01 Par Value	New York Stock Exchange
Depositary Shares, each representing a 1/40th	New York Stock Exchange
interest in a share of 5.35% Fixed-Rate Non-Cumulative Preferred Stock, Series B, 0.01 par value

All values are in US Dollars.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 14, 2022, Voya Financial, Inc. (the "Company") announced that, effective as of such date, Donald C. Templin has been appointed Executive Vice President and Chief Financial Officer ("CFO").

Mr. Templin, age 59, will oversee the Company's finance organization as well as audit, strategy and corporate development, and continuous improvement. He will report to Voya Chairman and CEO Rodney O. Martin, Jr. There are no arrangements or understandings between Mr. Templin and any other persons pursuant to which Mr. Templin has been appointed as the Company's CFO. There is no family relationship between Mr. Templin and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Mr. Templin that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

Prior to his appointment as the Company's CFO, Mr. Templin served as executive vice president and CFO of Marathon Petroleum Corp. ("Marathon") from July 2019 until January 2021. Mr. Templin also served as CFO at Marathon from June 2011 through February 2015 while concurrently serving as CFO for MPLX LP ("MPLX"), a limited partnership formed by Marathon from October 2012 through February 2015. From 2015 through 2019, Mr. Templin served in several leadership positions at both Marathon and MPLX, including executive vice president - supply, transportation and marketing for Marathon; president of MPLX; and president of Marathon. Prior to joining Marathon in 2011, Mr. Templin held a number of roles at PricewaterhouseCoopers, including serving as a partner. Mr. Templin currently serves on the board of directors of Aris Water Solutions, Inc.

In connection with his appointment as CFO, Mr. Templin will receive an annual rate of base salary of $800,000; an annual incentive (ACIP) target opportunity of $1,600,000, and a target long-term incentive ("LTI") opportunity of $3,000,000. Mr. Templin will be eligible for a pro-rated cash annual incentive in March 2023 and a full LTI award in February 2023, and will become retirement eligible under the Company's LTI plan in November 2024. After that date, if Mr. Templin voluntarily leaves his employment or is terminated without "cause", there would be no forfeiture of unvested equity awards.

Mr. Templin will be covered by the Company's Senior Manager Severance Plan as a "Tier One" participant.

Item 7.01 Regulation FD Disclosure

On November 14, 2022, the Company announced that, effective as of such date, Donald C. Templin has been appointed Executive Vice President and CFO. The press release announcing Mr. Templin's appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

As provided in General Instruction B.2 of Form 8-K, the information provided pursuant to this Item 7.01 shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Voya Financial, Inc.

(Registrant)

By: /s/ Rachel Reid

Name: Rachel Reid

Title: Senior Vice President, Deputy General Counsel and Corporate Secretary

Dated: November 14, 2022

Document

Exhibit 99.1

Donald Templin joins Voya Financial as chief financial officer

NEW YORK, Nov. 14, 2022 – Voya Financial, Inc. (NYSE: VOYA), a leading health, wealth and investment company, announced today that Donald C. Templin has joined the company as executive vice president and chief financial officer (CFO).

Templin brings more than 30 years of corporate finance experience to Voya, most recently serving as executive vice president and CFO of Marathon Petroleum Corp. (NYSE: MPC). As Voya’s CFO, Templin will oversee the company’s finance organization as well as audit, strategy and corporate development, and continuous improvement. He reports to Voya Chairman and Chief Executive Officer (CEO) Rodney O. Martin, Jr., serves on the company's executive committee, and will work closely with Heather Lavallee, Voya’s president and CEO-elect, who – as previously announced – will become CEO on Jan. 1, 2023.

“I’m delighted to welcome Don to Voya,” said Lavallee. “His extraordinary global leadership experience, including serving as CFO at large, publicly traded companies, will be incredibly valuable to Voya as we continue to execute on our plans and focus on delivering even greater value for all of our stakeholders. I look forward to working closely with Don as we advance our strategy and the organic growth, margin and capital initiatives that underpin our plans for earnings growth over the next several years.”

“Don has deep and broad experience working closely with public company boards of directors and external stakeholders. He also is a team-oriented leader, making him a great cultural fit at Voya. I am confident that Don’s experience – along with the outcomes that he has delivered leading prior business growth plans – will make him a valuable addition to Heather’s leadership team,” added Martin.

Prior to serving as executive vice president and CFO of Marathon Petroleum from July 2019 until January 2021, Templin held the CFO role at Marathon Petroleum from June 2011 through February 2015 and built out and led Marathon Petroleum’s entire finance organization following its separation from Marathon Oil. He concurrently served as CFO of MPLX LP (NYSE: MPLX), a diversified, large-cap master limited partnership formed by Marathon Petroleum, from October 2012 through February 2015. He returned to the CFO role at Marathon Petroleum in 2019 to, among other things, drive execution and synergy capture across the enterprise. Between his two CFO tenures at Marathon Petroleum, Templin held several leadership positions at both Marathon Petroleum and MPLX, including executive vice president – supply, transportation and marketing for Marathon Petroleum; president of MPLX; and president of Marathon Petroleum. Prior to joining Marathon Petroleum in 2011, Templin held a number of roles at PwC, including serving as a partner at the firm.

“I look forward to working closely with the entire management team, board and 6,000 dedicated Voya employees to advance our strategy,” said Templin. “Since its IPO in 2013, Voya has demonstrated – by several measures – its ability to create greater value for shareholders. Voya has a clear strategy and a commitment to execution, which gives me great excitement about the opportunity to help advance our growth plans.”

Templin currently serves on the board of directors of Aris Water Solutions, Inc. (NYSE: ARIS). He received a bachelor’s degree in accounting from Grove City College.

Media Contact: Investor Contact:

Christopher Breslin Michael Katz

(212) 309-8941 (212) 309-8999

Christopher.Breslin@voya.com IR@voya.com

About Voya Financial®

Voya Financial, Inc. (NYSE: VOYA) is a leading health, wealth and investment company that provides products, solutions and technologies that enable a better financial future for its clients, customers and society. Serving the needs of 14.3 million individual, workplace and institutional clients, Voya has approximately 6,000 employees and had $711 billion in total assets under management and administration as of September 30, 2022. Certified as a “Great Place to Work” by the Great Place to Work® Institute, Voya is purpose-driven and equally committed to conducting business in a way that is socially, environmentally, economically and ethically responsible. Voya has earned recognition as: one of the World’s Most Ethical Companies® by the Ethisphere Institute; a member of the Bloomberg Gender-Equality Index; and a “Best Place to Work for Disability Inclusion” on the Disability Equality Index. For more information, visit voya.com. Follow Voya Financial on Facebook, LinkedIn and Twitter @Voya.

VOYA-IR VOYA-CF

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