2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 384 Elements of Compensation The following table presents the principal elements of the compensation programs that applied to our NEOs for 2017. The elements of compensation were designed to provide a variety of fixed and at-risk compensation related to the achievement of the Company’s short-term and long-term objectives. Incentive Type Compensation Element Form of Compensation Performance Metric - 2016 Performance Metric - 2017 Objective/Purpose Subject to Clawback and Forfeiture 2017 Actions Fixed Base salary Cash Individual performance goals Individual performance goals Compensates NEOs for the day-to-day services performed for the Company. Attracts and retains talented executives with competitive compensation levels. No Base salary largely remained consistent with 2016. Variable Annual cash incentive compensation Cash Ongoing Business Adjusted Operating Earnings before Income Taxes (30%) Ongoing Business Adjusted Operating Return on Equity (30%) Distributable Cash Flow Before Holding Company Expense (30%) Strategic Indicators (10%) Adjusted Operating Earnings Per Share (35%) Ongoing Business Adjusted Operating Return on Equity (35%) Distributable Cash Flow Before Holding Company Expense (20%) Strategic Indicators (10%) Motivates executives to achieve performance goals selected individually based on the Company’s annual business plan. Promotes differentiation of pay based on business and individual performance and rewards executives for attaining annual objectives. Yes Performance was above target in all four metrics, resulting in a 140% funding. Long-term equity-based incentive compensation Performance Stock Units (55%) Ongoing Business Adjusted Operating Return on Equity (60%) Relative Total Shareholder Return vs. Compensation Peer Group (40%) Ongoing Business Adjusted Operating Return on Equity (50%) Relative Total Shareholder Return vs. Compensation Peer Group (50%) Equity-based compensation helps to create a culture focused on long-term value creation and share ownership, and is used to retain executive talent. Yes Targets were increased for certain NEOs in connection with amended employment agreement (in the case of the CEO) or in connection with increased responsibilities. Restricted Stock Units (45%) Yes -30- Total of 02 pages in section VOYA FINANCIAL, INC.