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Share-based Incentive Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments

Share-based Incentive Compensation Plans

ING U.S., Inc. 2013 Omnibus Employee Incentive Plan, Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan and 2019 Omnibus Employee Incentive Plan

The Company has provided equity-based compensation awards to its employees under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (the "2013 Omnibus Plan") and the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan (the "2014 Omnibus Plan"). At inception of the 2013 Omnibus Plan, a total of 7,650,000 shares of Company common stock were reserved and available for issuance under the plan. As of December 31, 2019, common stock reserved and available for issuance under the 2013 Omnibus Plan was 347,663 shares. The 2013 Omnibus Plan is no longer actively used for new grants of equity-based compensation awards.

The 2014 Omnibus Plan was adopted by the Company's Board of Directors and approved by shareholders in 2014, and has substantially the same terms as the 2013 Omnibus Plan, except for certain changes intended to allow certain performance-based compensation awards to comply with the criteria for tax deductibility set forth in Section 162(m) 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, 2019, common stock reserved and available for issuance under the 2014 Omnibus Plan was 3,519,189 shares.

On March 27, 2019, the Company's Board of Directors adopted, subject to shareholder approval, the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (the "2019 Omnibus Plan"). Shareholder approval for the 2019 Omnibus Plan was subsequently obtained at the Annual Meeting of Shareholders held on May 23, 2019. The 2019 Omnibus Plan provides for 11,700,000 shares of common stock to be available for issuance as equity-based compensation awards, subject to other provisions of the plan for replacement of shares and adjustments. As of December 31, 2019, common stock reserved and available for issuance under the 2019 Omnibus Plan was 11,802,649 shares.

The 2013 Omnibus Plan, the 2014 Omnibus Plan and the 2019 Omnibus Plan (together, the "Omnibus Plans") each permit the granting of a wide range of equity-based awards, including 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 issued subject to sale and transfer restrictions until the vesting conditions are met; PSUs, which are RSUs subject to certain 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 approved in advance 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. Except for stock option awards made during 2015 and 2019, awards made under the Omnibus Plans, to date, have 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 each of the years ended December 31, 2019, 2018 and 2017 the Company awarded RSUs and PSUs to its employees under the Omnibus Plans. The PSU awards 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 conditions. The establishment and the achievement of performance objectives are determined and approved by the Committee. Except under certain termination conditions, RSUs and PSUs generally vest no earlier than one year from the date of the award and no later than three years from the date of the award. In the case of retirement (eligibility for which is based on the employee's age and years of service as provided in the relevant award agreement), awards vest in full, but subject to the satisfaction of any applicable performance criteria.

In December 2015, the Company also awarded contingent stock options ("2015 Stock Options") under the 2014 Omnibus Plan. These options are subject to vesting conditions based on the achievement of specified performance measures, and generally become exercisable one year following satisfaction of the relevant vesting condition. The options have a term of ten years from the grant date.

In February 2019, the Company awarded contingent stock options ("2019 Stock Options") under the 2014 Omnibus Plan. These options are subject to vesting conditions based on the achievement of specified performance measures, and generally become exercisable one year following satisfaction of the relevant vesting condition. The options have a term of ten years from the grant date.

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. 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.

Voya Financial, Inc. 2013 Omnibus Non-Employee Director Incentive Plan

The Company offers equity-based awards to Voya Financial, Inc. non-employee directors under the Voya Financial, Inc. 2013 Omnibus Non-Employee Director Incentive Plan ("2013 Director Plan”), which the Company adopted in connection with the IPO. A total of 288,000 shares of Company common stock may be issued under the 2013 Director Plan. The material terms of the 2013 Director Plan are substantially consistent with the material terms of the 2013 Omnibus Plan described above.

During the years ended December 31, 2019, 2018, and 2017, the Company granted 18,571, 22,637 and 27,261 RSUs, respectively, to certain of its non-employee directors. The awards granted vest in full on the first anniversary of the grant date, however, no shares are delivered in connection with the RSUs until such time as the director's service on the Board is terminated.

Compensation Cost

The fair value of stock options was estimated using the Black-Scholes option pricing model. The following is a summary of the assumptions used in this model for the stock options granted in 2015 and 2019:



	2015 Stock Options			2019 Stock Options
Expected volatility	28.6		%	26.5		%
Expected term (in years)	6.02			5.99
Strike price	$	37.60		$	50.03
Risk-free interest rate	2.1		%	2.7		%
Expected dividend yield	0.11		%	1.00		%
Weighted average estimated fair value	$	11.89		$	13.78

During the year ended December 31, 2017, all outstanding 2015 Stock Options vested as the necessary performance conditions were satisfied. The Company utilized the simplified method for the expected term calculations. At the time of grant, the Company did not have historical exercises on which to base its own estimate. Additionally, exercise data relating to employees of comparable companies was not easily obtainable. Furthermore, because the Company did not have historical stock prices for a period at least equal to the expected term, the Company estimated Expected volatilities were based on the Company's life-to-date historical volatility using a weighted-average consisting 70% of historical peer group volatility and 30% of the historical volatility of the Company common stock. The contractual term for exercising the options is ten years.

The vesting of the 2019 Stock Options was contingent on the satisfaction of performance conditions on or before December 31, 2020; the Company assumed for purposes of the award's fair value that such conditions would be met in full on or prior to such date. The Company utilized the simplified method for the expected term calculations. At the time of grant, the Company did not have historical exercises on which to base its own estimate. Additionally, exercise data relating to employees of comparable companies was not easily obtainable. Expected volatilities were based on the Company's life-to-date historical volatility. The contractual term for exercising the options is ten years.

The fair value of the TSR component of the PSU awards was estimated using a Monte Carlo simulation. The following is a summary of the significant assumptions used to calculate the fair value of the TSR component of the PSU awards granted during the periods indicated:



	2019		2018		2017
Expected volatility of the Company's common stock	28.29	%	28.58	%	26.67	%
Average expected volatility of peer companies	25.15	%	26.76	%	27.43	%
Expected term (in years)	2.86		2.86		2.86
Risk-free interest rate	2.48	%	2.40	%	1.45	%
Expected dividend yield	—	%	—	%	—	%
Average correlation coefficient of peer companies	63	%	67	%	68	%

The following table summarizes share-based compensation expense, which includes expenses related to awards granted under the Omnibus Plans and Director Plan for the periods indicated:



	Year Ended December 31,
	2019		2018		2017
RSUs	$	45	$	49	$	57
PSU awards	44		43		44
Stock options	8		5		16
Other ⁽¹⁾	—		—		1
Total	97		97		118
Income tax benefit	29		18		39
Share-based compensation	$	68	$	79	$	79

⁽¹⁾ Includes compensation cost for legacy plans, under which no new awards are being issued.

The following table summarizes the unrecognized compensation cost and expected remaining weighted-average period of expense recognition as of December 31, 2019 :



	RSUs		PSU Awards		Stock Options
Unrecognized compensation cost	$	22	$	32	$	6
Expected remaining weighted-average period of expense recognition (in years)	1.7		1.6		1.4

Awards Outstanding

The following table summarizes RSU and PSU awards activity under the Omnibus Plans 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 at January 1, 2019	2.4		$	43.36	2.5		$	40.21
Adjusted for PSU performance factor	N/A		N/A		0.3		31.35
Granted	0.9		50.15		0.7		51.64
Vested	(1.3	)	39.93		(1.2	)	29.25
Forfeited	(0.1	)	48.73		(0.1	)	49.16
Outstanding at December 31, 2019	1.9		$	48.56	2.2		$	48.85

Awards expected to vest as of December 31, 2019	1.9		$	48.56	2.2		$	48.85

The weighted-average grant date fair value for RSU awards granted during the year ended December 31, 2019, 2018 and 2017 was $50.15, $50.55 and $42.30, respectively. The weighted-average grant date fair value for PSU awards granted during the years ended December 31, 2019, 2018 and 2017 was $51.64, $53.21 and $42.32, respectively.

The total fair value of shares vested for the years ended December 31, 2019, 2018, and 2017 was $124, $99 and $102, respectively.

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		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding as of January 1, 2019	2.6			$	37.60	6.96	$	6.6
Granted	1.0			50.03
Exercised	(0.7	)		37.60
Forfeited	—		*	45.56
Outstanding as of December 31, 2019	2.9			$	41.93	7.07	$	53.5
Vested, exercisable, as of December 31, 2019	1.9			37.60		5.96	42.8

* Less than 0.1.

The total intrinsic value of options exercised during the years ended December 31, 2019 and 2018 was $12 and $5. No options were exercised in 2017.

Schedule of Valuation Assumptions



	2019		2018		2017
Expected volatility of the Company's common stock	28.29	%	28.58	%	26.67	%
Average expected volatility of peer companies	25.15	%	26.76	%	27.43	%
Expected term (in years)	2.86		2.86		2.86
Risk-free interest rate	2.48	%	2.40	%	1.45	%
Expected dividend yield	—	%	—	%	—	%
Average correlation coefficient of peer companies	63	%	67	%	68	%



	2015 Stock Options			2019 Stock Options
Expected volatility	28.6		%	26.5		%
Expected term (in years)	6.02			5.99
Strike price	$	37.60		$	50.03
Risk-free interest rate	2.1		%	2.7		%
Expected dividend yield	0.11		%	1.00		%
Weighted average estimated fair value	$	11.89		$	13.78

Schedule of Compensation Cost Recognized and Related Income Tax Benefit for Stock Based Compensation Plans