TCIM Sends Letter to Voya Financial’s Board of Directors Calling on Them to Urgently Initiate a Formal Strategic Review and Engage with All Interested Parties

TOMS Capital Investment Management (“TCIM”), one of the largest shareholders of Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”), today sent the below letter to the Company’s Board of Directors (the “Board”) regarding its failure to oversee management and address the Company’s persistent underperformance. The letter also urges the Board to open a formal review of all strategic alternatives, including a sale of the Company.

June 1, 2026

Voya Financial, Inc.

200 Park Avenue

New York, NY 10166

Attn: Ruth Ann M. Gillis, Lynne Biggar, S. Biff Bowman, Yvette S. Butler, Jane P. Chwick, Kathleen DeRose, Hikmet Ersek, Heather H. Lavallee, Robert G. Leary, Aylwin B. Lewis, William J. Mullaney, Joseph V. Tripodi

Dear Members of the Board:

We write to you as one of Voya’s largest shareholders. As a high-quality franchise trading at a historically anomalous and self-inflicted discount, Voya is at an inflection point – one that this management team can no longer be trusted to navigate. The Board’s continued inaction has become part of the problem.

We want to reiterate: the Voya franchise is highly compelling. Voya’s Retirement and Investment Management segments – together comprising roughly 89% of 2025 adjusted operating earnings, ex. Corporate – have consistently grown net assets while peers have shed them. These structural inflows make Voya a Top 5 defined contribution recordkeeper, with nearly 10 million accounts across 45,000 employers, that administers over $1 trillion in client assets. Voya has achieved this scale without the aggressive push for private credit yield that now weighs on the industry – and that discipline has not come at the cost of performance. Voya’s Investment Management segment has outperformed its peers or benchmarks on 78% of assets over three years and 82% over ten years.

The franchise has delivered on the back of the Company’s talented employees, who are clearly committed to delivering excellence.

A franchise this strong should not trade where Voya does today, at under 8x forward earnings. Against its core peers across each segment, Voya trades at a meaningfully wider discount than it has historically (see below). In fact, Voya today counterintuitively trades below the multiple it commanded as a capital-intensive life insurer. The driver of this de-rating is exemplified by Voya’s ill-fated Benefitfocus acquisition, done at the start of Heather Lavallee’s tenure as CEO. As widely reported by the sell-side, although shareholders then plainly favored buybacks given how cheap the stock was, this Board approved management’s decision to pay a 49% premium for a financially dilutive asset of dubious fit. Since that $570 million acquisition, Voya has scaled back the detail it provides on Benefitfocus, with peers across the sector taking write-downs on similar assets. The lack of discipline that produced that decision has also produced this discounted multiple.

In our prior public statement, we detailed why the Q1 2026 earnings call concerned us. The developments since then concern us even more. Sell-side analysts have publicly relayed that in subsequent meetings, management has privately invited the possibility of parting with the stop-loss business – the very business that management had defended on the call as a continued “earnings grower” critical to “value creation for shareholders”. A leadership team that holds one position in public and another in private forfeits its ability to lead, as this destroys the credibility that any public company requires.

The industry around Voya is rapidly consolidating, as asset managers wrestle with intensifying fee compression. This challenging market environment demands decisiveness – a quality that Voya’s management team has failed to demonstrate, and that this Board has failed to require. The need for change is clear. A Board fulfilling its duty would treat this management’s performance as an urgent need for a change in leadership, yet this Board has continued to reward senior management with compensation untethered from market outcomes. Paying for failure as though it were success is not oversight; it is complicity.

This Board has sanctioned the very decisions that de-rated Voya’s multiple and squandered the faith of investors and sell-side analysts alike – that position is no longer tenable. We expect the Board to act with urgency: open a formal review of all strategic alternatives, including a sale of the Company, and engage with all interested parties. During this earnings cycle, multiple asset managers that would be logical participants in such a process signaled active M&A appetite and described their target profile in terms that map closely to Voya. We hope to see Voya finally get the value it deserves.

Sincerely,

Benjamin Pass

Co-Founder and CIO, TOMS Capital Investment Management LP

Akash Bagaria

Principal, TOMS Capital Investment Management LP

View source version on businesswire.com: https://www.businesswire.com/news/home/20260601331831/en/

Media gallery