Voya Financial, Inc. · NYSE:VOYA
Voya Financial — Proxy Contest (October 2026)
27 slides from Voya Financial's proxy contest presentation, Oct 27, 2026
Slide 1: Voya Financial: The Case for Voting No Confidence
TOMS CAPITAL INVESTMENT MANAGEMENT LP STRICTLY PRIVATE AND CONFIDENTIAL Voya Financial: The Case for Voting No Confidence October 2026
Slide 2: Disclaimer
Disclaimer 2 TOMS CAPITAL INVESTMENT MANAGEMENT Not An Offer to Sell or a Solicitation of an Offer to Buy Under no circumstances is this presentation intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security. Funds managed by TOMS Capital Inves
Slide 3: About TCIM
About TCIM RECENT PUBLIC ENGAGEMENTS TOMS Capital Investment Management LP (“TCIM”), founded in June 2018, is led by its Chief Investment Officer and Co-Founder, Benjamin Pass. TCIM’s public markets investment strategy has been implemented by Mr. Pass since 2013 as part of TOMS Capital LLC, the fami
Slide 4: About Voya Financial
About Voya Financial Market capitalization as of October 23, 2026. AUM, AUA and customers as of June 30, 2026. Employees as of December 31, 2025. Voya Financial is a financial services company focused on retirement, employee benefits and investment management – Voya is one of the five largest define
Slide 5: Executive Summary
Executive Summary 1 Voya Financial is a high- quality franchise… Voya is a top-5 defined contribution recordkeeper with >$1 trillion in client assets, consistent net inflows while peers lose assets, and ~90% of earnings from Retirement and Investment Management segments.1 Businesses with high qualit
Slide 6: CEO Overseen a De-Rating to a Level Lower Than Capital-Intensive Life Insurer
Until TCIM’s Involvement Was Public, CEO Heather Lavallee Had Overseen a De-Rating to a Level Even Lower Than When Voya Was a Capital-Intensive Life Insurer 5.5x 6.5x 7.5x 8.5x 9.5x 10.5x 11.5x 12.5x Oct-16 Oct-17 Oct-18 Oct-19 Oct-20 Oct-21 Oct-24 Oct-25 Oct-26 Exit of CBVA & Indiv. FA / FIA Exit o
Slide 7: Voya Has De-Rated to a Historical Low Relative to Core Peers
Note: Voya’s multiple appreciat 9.8x) following reports of TCIM’s ed ~30% (to involvement Multiple Difference - Voya’s Multiple vs. Peer Multiple Pre-Leak (April 22, 2026) 10Y Median Pre-Leak (April 22, 2026) 10Y Median Δ Pre-Leak vs. 10Y Voya Financial Inc 7.5x 8.9x Retirement Principal Financial G
Slide 8: Management Has Eroded Credibility with the Research Community
Management Has Eroded Credibility with the Research Community… Under CEO Rod Martin The elimination of the tail risk associated with the legacy annuities operations and placing life insurance in run-off are sizable positive and is yet to be fully appreciated by investors. The company will be simpler
Slide 9: Misguided Messaging on Stop-Loss Policy
“I do have one follow-up on stop loss, so apologies time I just heard a comment that we’re 2 years into a 2-year journey, and I thought that was interesting. I mean that sounds like next year, you’d be back at targeted margins. And I just want to understand if I’m hearing that correctly and the timi
Slide 10: Pulling Guidance in 4Q '25 Furthered the Crisis of Confidence
… And Pulling Guidance in 4Q ’25 Only Furthered the Crisis of Confidence After a meaningful EPS miss in 4Q ’25 due to a stop-loss reserve charge, management stopped providing year-ahead guidance and did not reiterate its 10%+ long-term EPS growth target “We believe the persistency of medical stop-lo
Slide 11: Management Has Been Rewarded for Underperformance
Management Has Been Rewarded for Underperformance Voya has underperformed its core peers…1 …Yet management has been richly rewarded…2 $16.2M+ $7.5M+ $7.5M+ Heather Lavallee CEO Michael Katz CFO Jay Kaduson Group CEO, Workplace Solutions Total compensation for 2025 …While the Board lowered the bar fo
Slide 12: Analyst quotes on YTD upside since acquisition rumors
“ Practically all of VOYA’s YTD upside has come since acquisition rumors first started in late April, aided since by activist involvement / commentary. Jefferies, July 2026 10 TOMS CAPITAL INVESTMENT MANAGEMENT “ While the absence of expressed interest from the management team makes any of the lette
Slide 13: Share Price Confirms Shareholder Support for Exploring a Takeout
Today’s Share Price Confirms Shareholder Support for Exploring a Value-Maximizing Takeout 1. Total Shareholder Return measured from April 22, 2026, to October 23, 2026. Core peers are BEN, GWO-CA, IVZ, PFG, SLF-CA, and UNM. Proxy peers reflect the 2026 Proxy Statement, which include ALIT, AMP, EQH,
Slide 14: We Believe That the Market Opportunity Is Now
We Believe That the Market Opportunity Is Now 1. Financial Times, April 2026 (citing Dealogic). 2. Semafor, July 2026. 3. Raymond James, June 2026. 4. TCIM press release, September 2026. 5. Reuters, March 2026. 6. TD Cowen, July 2026. Consolidation, inbound interest and acquirer appetite are all pre
Slide 15: Potential Acquirers' Appetites for Businesses Like Voya Are Keen
Potential Acquirers’ Appetites for Businesses Like Voya Are Keen – This Is an Ideal Moment to Review Strategic Alternatives Across the Life & Retirement theme, the incentive to pursue M&A is increasingly compelling: The buyer universe for Voya is broad, given Voya’s central role in the Life & Retire
Slide 16: Interest in M&A Is Louder Than Ever
Potential Acquirers Seem to Recognize the Timing Is Right, as Interest in M&A Is Louder Than Ever “It’s no secret we would love to do more acquisition in the US if we can find targets that hit our return requirements and where we’d be very confident on execution. Obviously, if we did that, that woul
Slide 17: Voya Lobbied the SEC to Block the Shareholder Referendum
Voya Lobbied the SEC to Block the Shareholder Referendum – and Failed. It Now Refuses to Show Shareholders the Record TCIM’s Section 220 books-and-records demand uncovered that Voya used corporate resources to try to stop its own shareholders from being heard. Voya acknowledged it lobbied the SEC to
Slide 18: The Board's Poor Engagement with TCIM
The Board’s Poor Engagement with TCIM Source: TCIM Definitive Proxy Statement, September 2026. ~100 days from TCIM’s first press release (May 4) about damaged valuation to Voya’s first statement to shareholders (August 7) 31 days for Voya to comply with TCIM’s Section 220 demand for production of th
Slide 19: Why Shareholders Can't Wait Until the 2027 AGM
Why We Believe Shareholders Can’t Wait Until the 2027 AGM 1. Voya Amended and Restated Certificate of Incorporation and Bylaws, as described in the TCIM Definitive Proxy Statement, September 2026. 2. Financial Times, April 2026. Shareholders have no other way to be heard Voya’s charter bars sharehol
Slide 20: How the Referendum Works
How the Referendum Works Purpose It’s a timely way for stockholders to express their lack of confidence in the Board and management in a coordinated manner. Legal basis Delaware law neither expressly authorizes nor expressly prohibits non-binding precatory proposals or stockholders from calling a me
Slide 21: Details and How to Vote
Details and How to Vote Every share counts toward the one-third participation threshold – and abstentions are counted as votes AGAINST REFERENDUM MEETING November 24, 2026 11:00 a.m. ET (virtual) RECORD DATE September 30, 2026 Vote even if you have since sold (Only holders as of this date may vote)
Slide 22: Additional Information
Additional Information I T ’ S T I M E T O U N L O C K V O Y A Voya Shareholders – make your voices heard by voting FOR the no confidence referendum before 11:59 p.m. ET on November 23, 2026 Visit www.unlockvoya.com for additional materials, information and voting instructions 19 TOMS CAPITAL INVEST
Slide 23: Appendix
Appendix 19 TOMS CAPITAL INVESTMENT MANAGEMENT
Slide 24: Appendix A: Timeline of Engagement with Board
Appendix A: Timeline of Engagement with Board 19 TOMS CAPITAL INVESTMENT MANAGEMENT
Slide 25: The Board's Poor Engagement with TCIM: Timeline of Key Interactions
The Board’s Poor Engagement with TCIM: Timeline of Key Interactions March 6 TCIM call with Voya Investor Relations at TCIM’s request to discuss earnings, year-to-date performance and the stop-loss business TCIM met with Lavallee on core business areas, stop-loss and TCIM’s thesis; management and the
Slide 26: Appendix B: TCIM's Public Commentary on Voya
Appendix B: TCIM’s Public Commentary on Voya 19 TOMS CAPITAL INVESTMENT MANAGEMENT Voya has yet to object to any point we have made, aside from the notion that TCIM can run a solicitation to give voice to shareholders
Slide 27: Nine Public Communications from TCIM in Days
Nine Public Communications from TCIM in 175 Days and Voya Has Only Addressed One Point # DATE TCIM PUBLIC COMMUNICATION 1 May 4, 2026 TCIM Issues Statement on Voya Financial 2 May 7, 2026 TCIM Comments on Voya Financial’s First Quarter Earnings 3 June 1, 2026 TCIM Sends Letter to Voya Financial’s Bo