TOMS Capital Investment Management has written to Voya Financial’s board, criticising directors for what it described as a “failure to oversee management and address the company’s persistent underperformance”.
The investor, identified as one of Voya’s largest shareholders, called on the board to begin a formal assessment of options, including a possible sale of the company.
Go deeper with GlobalData
Access deeper industry intelligence
Experience unmatched clarity with a single platform that combines unique data, AI, and human expertise.
It called on the board to “act with urgency”.
“Voya is at an inflection point – one that this management team can no longer be trusted to navigate,” the letter read.
The shareholder pointed to the Benefitfocus acquisition as a central factor in Voya’s lower valuation.
TOMS said Voya’s retirement and investment management businesses together represent around 89% of 2025 adjusted operating earnings, excluding corporate.
It said those units have continued to add net assets while rivals have recorded declines.
According to the letter, those inflows have positioned Voya as a top five defined contribution recordkeeper, with nearly ten million accounts across 45,000 employers and more than $1tn in client assets under administration.
Voya’s investment management arm has exceeded peers or benchmarks on 78% of assets over a three-year period and 82% over ten years.
It said the deal was completed at the start of Heather Lavallee’s period as CEO and argued that, despite shareholder support at the time for share repurchases, the board backed management’s decision to pay a 49% premium for an asset it described as financially dilutive and poorly aligned.
TOMS said that since the $570m purchase, Voya has provided less detail on Benefitfocus, while other companies in the sector have taken write-downs on comparable assets.
TOMS also cited public comments from sell-side analysts saying that, in later meetings, management had privately raised the prospect of divesting the stop-loss business, after defending it on the call as a continued “earnings grower” critical to “value creation for shareholders”.
TOMS said the market around Voya is consolidating quickly as asset managers face rising fee pressure.
It said the company needs clearer decision-making and argued that both management and the board had fallen short.
