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April 14, 2022

You are cordially invited to attend the annual meeting of shareholders of Voya Financial, Inc. (the “Company”), on Thursday May 26, 2022, at 11:00 a.m., Eastern Daylight Time. The annual meeting of shareholders will be held as a virtual meeting only, accessible at the following website address: www.virtualshareholdermeeting.com/VOYA2022. The proxy statement describes the items of business that we will conduct at the meeting and also provides you with important information about our Company, including our practices in the areas of corporate governance and executive compensation. I strongly encourage you to read these materials and then to vote your shares.

 

Your vote is important to us. Please exercise your right to vote.

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on May 26, 2022. Our Proxy Statement, 2021 Annual Report to Shareholders and other materials are available at www.proxyvote.com.

By Order of the Board of Directors,

 

Rachel Reid

This summary highlights certain information contained elsewhere in our proxy statement. You should read the entire proxy statement carefully before voting.

Our proxy statement contains information about the matters to be voted on at our 2022 Annual Meeting of Shareholders (which we refer to in this proxy statement as the “Annual Meeting”), as well as information about our corporate governance practices, the compensation we pay our executives, and other information about our Company. Our principal executive offices are located at 230 Park Avenue, New York, New York, 10169.

Please note that we are furnishing proxy materials to our shareholders via the Internet, instead of mailing printed copies of those materials to each shareholder. By doing so, we save costs and reduce our impact on the environment. A Notice of Internet Availability of Proxy Materials, which contains instructions about how to access our proxy materials and vote online or by mail, will be mailed to our shareholders beginning on or about April 14, 2022.

Environmental, Social and

Governance (ESG) Highlights (continued)

Each member of the executive committee (EC) and their direct reports are required to have a Diversity Action Plan that focuses on five areas that strengthen and reinforce the overall DEI strategy for our enterprise based on colleagues, clients and community.

Voya’s DEI Task Force is tasked with increasing equity and inclusion and is comprised of 80+ professionals that are 60% female and 50% people of color. Its first iteration focused on the African American/Black community and aligns to the strategic focus areas of Colleagues, Clients and Communities.

In April 2021, Voya introduced an Allyship Program and Ally Pledge to increase support for marginalized communities, internally and externally, through multiple communication channels. As of June 2021, 98% of employees had completed ally training and committed to making Voya a safe and supportive environment for all.

Environmental, Social and

Governance (ESG) Highlights (continued)

We have improved our rate of hiring underrepresented talent by mitigating bias in job descriptions, expanding sources for candidates and requiring diverse slates and interview panels.

Talent Acquisition drives performance through an approach that focuses on three areas:

In 2021, Voya hired employees to fill 37 leadership roles, of which 57% were diverse hires. These hires included five men of color (POC), ten white women and six women who are POC. Voya has hired 13 people to fill the roles of VPs or above, with 54% representing POC and/or women. These hires included four men who are POC and three white women.

 

We believe our director nominees bring a well-rounded variety of diversity, skills, qualifications and experiences, and represent an effective mix of deep company knowledge and fresh perspectives. Our Board believes our nominees’ varying tenures, breadth of experience and their mix of attributes strengthen our Board’s independent leadership and effective oversight of management, in the context of our company’s businesses, our industry’s operating environment, and our company’s long-term strategy.

We believe our director nominees bring a well-rounded variety of diversity, skills, qualifications and experiences, and represent an effective mix of deep company knowledge and fresh perspectives.

 

Corporate Governance Highlights  (continued)

Recorded full-year 2021 after-tax adjusted operating earnings of $1.1 billion, compared with $425 million for full-year 2020.

Our Board currently consists of ten directors, who, pursuant to our Amended and Restated Certificate of Incorporation, are elected annually by our shareholders for one-year terms—nine independent directors and our CEO (who also serves as chairman of the Board). David Zwiener, one of the nine independent directors, is currently our Lead Director.

At our Annual Meeting, our shareholders will be asked to elect ten nominees to our Board (collectively, the “Director Nominees”).

Board Recommendation: Our Board unanimously recommends that our shareholders elect each of our Director Nominees described below under “Our Director Nominees”.

We believe our Director Nominees bring a well-rounded variety of diversity, skills, qualifications and experiences, and represent an effective mix of deep company knowledge and fresh perspectives. Our Board believes our nominees’ varying tenures, breadth of experience and their mix of attributes strengthen our Board’s independent leadership and effective oversight of management, in the context of our company’s businesses, our industry’s operating environment and our company’s long-term strategy.

The Nominating, Governance and Social Responsibility Committee is responsible for identifying individuals believed to be qualified to become Board members, consistent with criteria approved by the Board, and to select, or recommend to the Board, the nominees to stand for election as directors at the annual meeting of shareholders or, if applicable, at a special meeting of shareholders. The Nominating, Governance and Social Responsibility Committee does not set specific minimum qualifications that directors must meet in order for the Nominating, Governance and Social Responsibility Committee to recommend them to our Board, but specific characteristics considered by the Nominating, Governance and Social Responsibility Committee when evaluating candidates for the Board include:

 

We also appreciate the importance of critically evaluating individual directors and their contributions to our Board in connection with re-nomination decisions. In considering whether to recommend re-nomination of a director for election at our annual meeting, the Nominating, Governance and Social Responsibility Committee considers factors such as:

It is the policy of the Nominating, Governance and Social Responsibility Committee to consider candidates recommended by shareholders in the same manner as other candidates. Shareholders wishing to submit potential director candidates for consideration by our Nominating, Governance and Social Responsibility Committee should submit the names of their nominees, a description of their qualifications and background and the signed consent of the nominee to be so considered, to our Nominating, Governance and Social Responsibility Committee, care of the Corporate Secretary, Voya Financial, Inc., 230 Park Avenue, New York, New York, 10169. For more information on how and when to submit a nomination, see “Part V: Other information—Frequently Asked Questions About our Annual Meeting—How do I submit a shareholder proposal or director nominations for the 2023 Annual Meeting?”.

If elected by our shareholders, the ten Director Nominees, all of whom are currently members of our Board, will serve for a one-year term expiring at our 2023 Annual Meeting of Shareholders. Each duly elected director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

Each of our Director Nominees has been approved and nominated for election by our Board. All of our directors are elected by majority vote of our shareholders, excluding abstentions.

Below is biographical information about our Director Nominees. This information is current as of the date of this proxy statement and has been confirmed by each of the Director Nominees for inclusion in this proxy statement.

Our Nominating, Governance and Social Responsibility Committee has considered the leadership structure of our Board, and has determined that it is in the best interest of the Company for the positions of CEO and Chairman to be held by a single individual, Mr. Martin. The Nominating, Governance and Social Responsibility Committee made this determination in light of Mr. Martin’s experience with the Company; the nature of the leadership he has demonstrated within our Company and on our Board; and the role fulfilled by Mr. Zwiener, our Lead Director, as described below. The Nominating, Governance and Social Responsibility Committee believes that this structure is appropriate for us because it allows the individual with primary responsibility for managing the Company’s day-to-day operations, the CEO, to chair regular Board meetings and focus the directors’ attention on the issues of greatest importance to the Company and its shareholders while also providing for effective oversight by the Board through an independent Lead Director. It is the policy of our Board that, during any period where the Chairman of the board is not “independent” for purposes of the NYSE listing rules, the Board will appoint a Lead Director who will be an independent director. Mr. Zwiener is an independent director.

We believe effective independent board leadership is a key component of good corporate governance and long-term value creation. As such, our Board believes that an effective Lead Director must:

Our Corporate Governance Guidelines encourage directors to attend director continuing education courses by providing reimbursement of such courses sponsored by recognized organizations for up to $15,000 per year per director. In addition to such reimbursement, we provide directly, and with the assistance of outside advisors, presentations to the Board on current issues or topics relevant to the Board, including corporate governance trends and practices, cybersecurity, enterprise risk management, remote work and external perspectives and views of analysts and investors. For new directors, we provide a half-day orientation where senior management provides detailed presentations on our strategies and operations.

The Board receives regular reports from the Risk, Investment and Finance Committee, the management risk committee of the Company and the Company’s Chief Risk Officer on the Company’s ongoing adherence to the Board’s risk-related policies and the status of the Company’s risk management programs.

No directors attended fewer than 75% of the aggregate number of meetings of the Board and of the Board Committees on which the director served during 2021, the threshold for disclosure under SEC rules. In 2021, our directors attended 98% of the combined total meetings of the full Board and Committees on which they served. In addition, we encourage our directors to attend each of our annual meetings and, in 2021, all nine directors that served in 2021 attended the annual meeting of shareholders.

The chairpersons of our Committees as well as our Lead Director meet and speak regularly with members of our management in between Board meetings. The chairpersons of our Committees have regular meetings with our management prior to Committee meetings to review meeting agendas, time allocated to each agenda item and meeting materials, and to discuss specific agenda items in order to ensure that the meeting will sufficiently fulfill the information needs of the Committee members and that the Committees are carrying out in full the responsibilities set forth in their charters. After each meeting and on an ad hoc basis as needed, Committee chairpersons provide feedback to management in preparation for future meetings. Our Lead Director conducts similar meetings with our CEO with respect to Board meetings. In addition, directors have discussions with each other and our senior management team and other key employees outside of Board meetings as needed.

Our directors also receive weekly analyst reports on the Company and its peers, and, on a quarterly basis, they receive feedback from senior management on our meetings and interactions with investors.

Our processes enable directors to provide confidential feedback on topics including:

While this formal self-evaluation is conducted on an annual basis, directors share perspectives, feedback and suggestions with management and each other year-round.

As required by NYSE rules, our Board considers annually whether each of its members is “independent” for purposes of NYSE rules. Those rules provide that a director is “independent” if our Board determines that the director does not have any direct or indirect material relationship with Voya.

Our Board has determined that each of Mses. Biggar, Butler, Chwick, DeRose and Gillis, and Messrs. Lewis, Pollitt, Tripodi and Zwiener, are independent. This determination was based, in part, on detailed information that each director provided our Board regarding his or her business and professional relationships, and those of his or her family members, with Voya and those entities with which we have significant business or financial interactions.

In making its independence determinations, our Board considered both the “bright line” independence criteria set forth in NYSE rules, as well as other relationships that, although not expressly inconsistent with independence under NYSE, may nevertheless have been determined to constitute a “material direct or indirect relationship” that would prevent a director from being independent. These included relationships and transactions in the following categories, which our Board has deemed immaterial to the Director’s independence due to the nature of the relationship or transaction or the amount involved:

Voya’s shareholder engagement strategy is built on the pillars of transparency, trust and accountability. In an effort to continuously augment our corporate governance processes and communications, we participate in year-round engagements with our diverse shareholder base in an effort to foster long-term relationships with all of our investors and maintain channels for open communication as a means of sharing two-way feedback. We value shareholders’ views and insights, and believe that two-way dialogue builds informed relationships that promote transparency and accountability by deepening our Board’s understanding of shareholder concerns and providing shareholders with insight into our Board’s processes.

In addition, we consistently seek feedback from the investment community to share with our management team and Board to deepen their understanding of shareholder concerns.

Management of the Company is led by the Management Executive Committee, which is comprised of all of the executive officers set forth below. The Management Executive Committee is tasked with setting corporate strategy, managing overall operating performance, building a cohesive culture and establishing our organizational structure. The following table presents information regarding our executive officers as of the date of this proxy statement.

As a company with a mission to help all Americans retire better, our success lies in earning the trust of our clients each and every day. Through our human capital strategy, we attract, retain and reward talent across our enterprise in support of our mission. We have prioritized our efforts to build and maintain a diverse, inclusive and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by competitive compensation, benefits, health and wellness programs. We have maintained our prioritization and commitment throughout and despite the challenges posed by the COVID-19 pandemic.

We believe that our differences make us stronger. We are committed to fostering a work environment where the differences that we are born with—and those we acquire and choose throughout our lives—are understood, valued and intentionally pursued. Purposefully bringing our differences together to positively influence our culture, service our clients and enrich our communities is essential to our vision to be America’s Retirement Company.

We believe superior human capital management is a key component to a high level of corporate performance. We are differentiated by our talent review process, leadership development, succession planning, mentoring programs, performance management process, coaching and feedback. Because we are committed to developing employees, we maintain robust learning programs through Voya’s Learning Center to help employees develop as they advance their careers and/or transition into different roles within Voya.

We have a One Voya platform for talent evaluations, discussion, development plans and succession plans across all Voya businesses and functions. EC members, their leaders and business partners lead talent reviews at least annually across various teams resulting in succession plans for the top five layers across the company. We identify our very top performers to whom to offer additional education, training, and exposure opportunities (this includes the accelerated development of over 1,000 diverse employees).

Our Total Rewards offering is made up of the entire employee experience. It is delivered in the form of direct compensation (base salary, annual and/or long-term incentives), company-sponsored benefits (retirement savings, health and welfare plans, paid time off and work-life balance programs) and development opportunities. We provide a robust Total Reward offering that is market-competitive and equitable in order to attract, retain and motivate a talented and diverse workforce.

ESG is a business imperative woven throughout our enterprise. It is an investment in society and in the success of the Company.

We implement initiatives that integrate responsible and sustainable thinking into our operations, positively impact our communities and minimize our impact on the planet. Our work is guided by the highest standards and frameworks and informed by analysis of key impacts, identification of risks and opportunities and stakeholder input. We report publicly in our annual impact report and on our website the progress on our ESG commitments, and disclose our data to investors on an ongoing basis.

ESG strategy and execution is managed at the business and functional level, with enterprise management and reporting responsibility led by the chief diversity and corporate responsibility officer. This leader reports to the executive vice president and chief human resources officer, who reports to the chairman and CEO. Christine Hurtsellers, CEO, Voya Investment Management, serves as executive sponsor for Enterprise ESG. To ensure complete alignment with our business goals, Voya maintains an Executive Council for Corporate Responsibility & Diversity & Inclusion that is composed of the top leaders in the company. Led by Chairman and CEO Rodney O. Martin Jr., this governing body meets quarterly to review strategy and performance regarding ESG integration activities, employee engagement and charitable sponsorships. Critical topics are brought to the Executive Council during these meetings with recommendations for actions to remediate. The body makes determinations, guided by the nature of the issue, as to whether those topics should be discussed with the Nominating, Governance and Social Responsibility Committee or other directors of the board.

Additionally, the Board’s Nominating, Governance and Social Responsibility Committee Charter includes the review of ESG matters of significance to the company. The Nominating, Governance and Social Responsibility Committee is engaged in ESG in the following ways, including reporting to the full board as necessary:

Senior leaders bring ESG-related risk matters of significance and topics raised by shareholders to the Nominating, Governance and Social Responsibility Committee as necessary and deemed appropriate by the Executive Council. This includes matters relating to our ESG Risk Policy, which reflects the Company’s commitment to conducting business in a way that is ethically, economically, socially and environmentally responsible.

Our Nominating, Governance and Social Responsibility Committee, a committee comprised solely of independent directors, provides oversight of the Company’s political contributions and lobbying expenses. As part of its oversight role, it reviews our political activity policy and monitors our ongoing political strategy as it relates to the overall public policy objectives for the Company. The Nominating, Governance and Social Responsibility Committee also reviews an annual report on our political contributions and lobbying expenses. This report is available at investors.voya.com/financial- reporting/annual- reports. The Voya Financial Political Action Committee (PAC) has historically supported candidates from both major political parties and Independents who understand the importance of helping people responsibly save for retirement and manage their financial assets. Following the events in our nation’s capitol on January 6, 2021, the Company suspended PAC distributions. If and when a decision is made to resume PAC disbursements, the officers of the PAC will issue disbursements consistent with the PAC’s bylaws and based upon a candidate’s state or Congressional district. Candidates will be vetted by the Company’s Corporate Communications team for public statements inconsistent with the Company’s corporate values. The PAC relies on outside legal expertise to address new or emerging issues and an outside vendor for the administration of the PAC.

Outside of Voya, we have and continue to build connections between our employees and the communities in which they live and serve through support of employee volunteerism and giving. We conduct our community investment work through Voya Foundation whose primary work focuses on financial resilience, STEM (science, technology, engineering and mathematics) education for K-8th graders, financial literacy for 9-12th graders, teacher training and employee-matching gifts. Through Voya Foundation, employees receive dollar-for-dollar matches to eligible nonprofits of their choice. The annual maximum match is $5,000 for employees and $25,000 for our senior management and directors. In 2021, more than 84%* of Voya employees gave

back to our communities through volunteerism or giving. Employee donations to nonprofits, together with Voya Foundation’s match, totaled more than $5 million in the United States. In addition, full-time employees receive 40 hours of paid volunteer-time-away at eligible nonprofits per year and part-time employees receive 20 hours per year. Voya employees volunteered over 22,000 hours in 2021. During Voya’s National Days of Service, a company-wide volunteer initiative, 56% of employees volunteered nearly 10,000 hours for both virtual and in-person activities.

Despite the impact of the pandemic during 2021, we continued to execute on our business plans while also prioritizing the health and safety of our employees and clients. Our ability to quickly pivot to remote work for the vast majority of our employees provided us with both flexibility and the ability to meet our customers’ needs. During 2021, approximately 95% of our 6,000 employees worked remotely. We again expanded the mental-health benefits available to employees and further enhanced safety measures for those working on-site. Additionally, we have provided support to employees impacted by the pandemic through the Voya Community Fund, which provides financial assistance to employees who have been impacted by a government-declared disaster/emergency.

We recognize that the changes brought about by the pandemic are having—and will continue to have—an impact on the workplace. This has multiple implications for our clients, and we believe Voya’s strategy positions us well to continue to help both employers and their employees. However, the changes affecting the workplace are not just about our clients, but our employees too. As such, we are evolving into a world-class hybrid workplace model to meet the changing expectations and needs of our employees and our customers. As a purpose-led company, we are prioritizing flexibility and the well-being of our employees, and throughout 2021 focused on implementing new tools, behaviors and space designs that would support a hybrid work environment. These include new meeting norms, creative use of physical space, effective collaboration tools, hybrid sales tools and better ways to train and knowledge share. We believe that our actions are resonating and will further distinguish Voya as an employer of choice.

We also continue to take actions to support our broader communities. For example, Voya provided support for COVID-19 vaccines to India through a grant to UNICEF. Additionally, employees across the company engaged in fundraising efforts to support nonprofits whose vital programs were being disrupted at a time when people needed them most.

Our Nominating, Governance and Social Responsibility Committee oversees the CEO succession planning process and together with our independent Lead Director facilitates, at least annually, the Board’s discussion of CEO succession planning. Our CEO provides the Board with recommendations for and evaluations of potential CEO successors and reviews with the Board development plans for these successors. Directors engage with potential CEO candidates and senior management talent at Board and Committee meetings and in less formal settings to enable directors to personally assess candidates. The Board reviews management succession in the ordinary course of business throughout the year as well as contingency planning in the event of an emergency or unanticipated event.

Our Board is presently actively involved in evaluating both internal and external CEO candidates through a structured interview and assessment process, with outside experts assisting the Board with this process. The Board expects to announce the CEO succession plan later this year.

We believe the performance metrics in our compensation program are appropriate to motivate our executives to achieve outstanding short-term results, and, at the same time, help build long-term value for shareholders. We describe why we use these metrics in detail below.

We believe these metrics indicate the financial performance of the total Company and the underlying profitability factors, and exclude items that are not indicative of ongoing trends. In particular, these metrics exclude the effect of period-to-period volatility that can be caused by deferred policy acquisition costs (DAC), value of business acquired (VOBA) and other intangibles unlocking that are not indicative of our ongoing performance. We measure EPS on an absolute basis to minimize the complications associated with relative EPS, such as having to adjust peer companies’ EPS for exclusions. Adjusted Operating Earnings and Adjusted Operating Earnings per Share are non-GAAP financial measures. See Exhibit A—Non-GAAP Financial Measures.

This metric provides a relative performance measure to our program and provides a direct correlation between total shareholder return results and our compensation decisions, which strengthens the alignment of pay-for-performance outcomes with shareholder interests.

We introduced this metric into our compensation program in 2018 to allow for a more diverse set of compensation metrics which we believe better reflect our overall financial health and performance. We believe the Adjusted Operating Return on Allocated Capital metric focuses our leaders and employees on achieving competitive returns on the capital allocated to our businesses and rewards them accordingly. Adjusted Operating Return on Allocated Capital is a non-GAAP financial measure. See Exhibit A—Non-GAAP Financial Measures.

Adjusted Operating ROE excludes the effect of period-to-period volatility that can be caused by DAC/VOBA and other intangibles unlocking that are not indicative of our financial performance and the financial performance of the underlying profitability factors. We believe Adjusted Operating ROE is a good metric by which to measure management’s performance and base compensation decisions because it indicates the underlying financial performance of our ongoing business while excluding items that are not indicative of ongoing trends. Importantly, it measures how effectively we use equity capital in our ongoing business and hence is directly aligned with shareholder interests. With the closing of the Closed Block Variable Annuities and fixed and fixed indexed annuity businesses, we changed the definition of Adjusted Operating Return on Equity to be simpler and more consistent with how others in our industry define ROE. Adjusted Operating ROE is a non-GAAP financial measure. See Exhibit A—Non-GAAP Financial Measures.

The strategic indicators are a portfolio of indicators that drive growth and margin expansion. The indicators include net flows growth, in-force premium growth and cost savings from our strategic investment program. We believe, taken together, these are useful compensation measures as they aligned compensation decisions with measures and strategies that contributed to the achievement of our ROE goal.

The Committee is responsible to our Board for:

For the CEO, the Compensation, Benefits and Talent Management Committee also receives input from all of the independent Directors in assessing CEO performance and reviewing CEO compensation.

The Compensation, Benefits and Talent Management Committee has established a comparison group of peer companies, with the assistance and advice of the Company’s management and Pay Governance. The Compensation, Benefits and Talent Management Committee uses this comparison group, in part, to evaluate the Company’s compensation policies and practices, and as a means by which to measure the compensation packages of its executives. In establishing the comparison group, the Compensation, Benefits and Talent Management Committee considers certain factors, including whether potential member companies competed with us in the same competitive labor market or in similar lines of business, the potential member company’s market capitalization and various other factors, including the revenues, workforce size and assets under management or assets under administration of potential member companies.

The Compensation, Benefits and Talent Management Committee reviews the comparison group periodically to ensure the relevance of the group and reflect changes in the Company’s own business mix as well as those of the peer companies.

For 2021, the comparison group of companies considered by the Compensation, Benefits and Talent Management Committee (Comparison Group) for competitive data for all of our NEOs included the following companies:

The following companies have been removed from the comparison group:

As part of its 2021 compensation review, the Compensation, Benefits and Talent Management Committee also considered compensation data provided by a number of surveys and sources to determine the relative competitiveness of compensation programs as well as competitive levels of pay. These surveys included a diversified study of executive compensation in the insurance industry prepared by Willis Towers Watson (Willis Towers Watson Survey) and a survey of investment management companies prepared by McLagan (McLagan Survey), a consulting firm that provides market pay and performance information in the financial services industry.

The Compensation, Benefits and Talent Management Committee takes into consideration the Willis Towers Watson Survey and the McLagan Survey when making decisions on base salary, annual cash incentive and long-term equity incentive opportunities for NEOs except the CEO. For the CEO, the Compensation, Benefits and Talent Management Committee solely takes into consideration proxy data of the Comparison Group.

Pay Mix Shows Significant Variable Pay. Approximately 93% of the total compensation delivered to our CEO and 88% delivered to our other NEOs in 2021 was variable. By variable, we mean there is no guarantee that executives will actually realize the originally intended “target” compensation values. This variable feature demonstrates management’s alignment with shareholders’ interests, as the delivery of the variable compensation is dependent on performance, including our stock price performance.

 

In early 2021, the Compensation, Benefits and Talent Management Committee met multiple times to consider the compensation opportunity that would be provided to the Company’s NEOs and other senior executives during 2021. These considerations included an assessment of the Company’s compensation practices and compensation packages against those of the Comparison Group, including in particular an assessment of the total target compensation opportunity for each NEO. In addition, the Compensation, Benefits and Talent Management Committee considered the vote result of our say-on-pay proposal in 2021 and took into account the outcome of the vote in reviewing our executive compensation programs and policies. Shareholders voted 93% in favor of the Company’s say-on-pay proposal on executive compensation (based on shares voted). The Compensation, Benefits and Talent Management Committee considered the vote to be an endorsement of the Company’s executive compensation programs and policies, and took into account the outcome of the vote in reviewing those programs and policies.

Following the review, the Compensation, Benefits and Talent Management Committee also established, for purposes of the NEOs’ annual cash incentive awards opportunities, performance measures and targets that would apply for the 2021 performance year.

Mr. Martin’s salary is set in accordance with his employment agreement. The 2021 base salary for our other NEOs was reviewed taking into account several factors, including the NEOs’ experience, the NEOs’ responsibilities, the NEOs’ 2020 performance, the NEOs’ 2020 base salary and the competitiveness of that base salary as compared to internal peers and similarly situated executives at companies that compete with us for executive talent. In the case of Mr. Smith, Ms. Hurtsellers, Mr. Nelson and Ms. Lavallee, this included consideration of executive compensation paid by certain companies included in the Comparison Group. The base salary of Mr. Nelson and was unchanged from his 2020 salary. Mr. Smith’s base salary increased from $640,000 to $700,000. Ms. Hurtsellers’ base salary increased from $600,000 to $625,000. Ms. Lavallee’s salary increased from $480,000 to $500,000.

Our annual cash incentive program is designed to reward participants based on critical financial results and for their annual contributions to those results. Individual incentive awards are based on an annual evaluation of business performance and each NEO’s individual performance.

In this CD&A (as defined below), references to 2021 annual cash incentive compensation awards are to the annual cash incentive compensation amounts that were paid to NEOs in March 2022, which were designed to recognize individual and Company performance during 2021. As described in more detail below, an NEO’s annual cash incentive award is determined after taking into account the performance of the Company under several financial measures and based on a qualitative assessment of individual performance and other factors considered relevant by the Compensation, Benefits and Talent Management Committee.

The Compensation, Benefits and Talent Management Committee determined 2021 annual cash incentive compensation for our NEOs by applying a multi-step process: