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, less one 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 December 31, 2024, common stock reserved and available for issuance under the Omnibus Plans was 7,169,274 shares.

The Omnibus Plans and the 2024 Omnibus Plan 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, 2024, 2023 and 2022 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 and February 2019, the Company also awarded contingent stock options ("2015 Stock Options" and "2019 Stock Options," respectively) under the Omnibus Plans. All outstanding 2015 and 2019 Stock Options are vested as the necessary performance conditions were satisfied.

If an award under the Omnibus Plans is forfeited, expired, terminated or otherwise lapses, the shares of Company common stock underlying that award will become available for issuance. Shares withheld by the Company to pay employee taxes for tax liabilities arising from awards other than stock options after December 31, 2023 are also available for reissuance. Shares 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.


	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

For the 2015 Stock Options, 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

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:


	2024		2023		2022
Expected volatility of the Company's common stock	27.76	%	30.43	%	34.37	%
Average expected volatility of peer companies	34.00	%	41.53	%	49.41	%
Expected term (in years)	2.86		2.85		2.85
Risk-free interest rate	4.41	%	4.42	%	1.71	%
Expected dividend yield	—	%	—	%	—	%
Average correlation coefficient of peer companies	61.10	%	65.80	%	71.50	%


	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, 2024	2.0	$	67.06		2.2	$	61.17
Adjusted for PSU performance factor	—	—			(0.1)	46.94
Granted	0.9	67.70			0.7	59.21
Vested	(0.9)	65.14			(0.6)	53.73
Forfeited	(0.1)	69.87			—	68.42
Outstanding at December 31, 2024	1.9	$	67.95		2.2	$	63.48


Awards expected to vest as of December 31, 2024	1.9	$	67.95		2.2	$	63.48

The weighted-average grant date fair value for RSU awards granted during the years ended December 31, 2024, 2023 and 2022 was $67.70, $70.51 and $65.33, respectively. The weighted-average grant date fair value for PSU awards granted during the years ended December 31, 2024, 2023 and 2022 was $59.21, $66.10 and $56.67, respectively. The total fair value of shares vested for the years ended December 31, 2024, 2023, and 2022 was $104, $118 and $104, respectively.


	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, 2024	1.2	$	44.79	3.1	$	34.30

Granted	—	—
Exercised	(0.4)	42.86
Forfeited	—	—
Outstanding as of December 31, 2024	0.8	$	45.71	2.7	$	19.00

Vested, exercisable, as of December 31, 2024	0.8	45.71		2.7	19.00