Leslie Norwalk
About Leslie V. Norwalk
Leslie V. Norwalk, Esq., age 59, has served as an independent director of Arvinas since July 2019, bringing deep healthcare regulatory and government experience from her tenure as Acting Administrator and Deputy Administrator of the Centers for Medicare & Medicaid Services (CMS). She is strategic counsel to Epstein Becker & Green, P.C. (EBG) and affiliated healthcare advisory firms since 2007, and holds a J.D. from George Mason University School of Law and a B.A. from Wellesley College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centers for Medicare & Medicaid Services (CMS) | Acting Administrator | 2006–2007 | Managed operations of Medicare and Medicaid federal programs |
| Centers for Medicare & Medicaid Services (CMS) | Deputy Administrator | 2002–2005 | Senior leadership across CMS programs |
| Epstein Becker & Green, P.C. | Strategic Counsel | 2007–present | Healthcare and life sciences legal/consulting advisory |
| EBG Advisors, Inc.; National Health Advisors | Strategic Counsel/Advisor | 2007–present | Healthcare consulting advisory roles |
| Advisor to private equity firms | Advisor | 2008–present | Healthcare investment advisory |
| Epstein Becker & Green, P.C. | Attorney | 1996–2001 | Healthcare legal practice |
| White House Office of Presidential Personnel; U.S. Trade Representative | Roles in prior U.S. administrations | Prior to 1996 | Federal policy and trade experience |
External Roles
| Company | Role | Status |
|---|---|---|
| CVS Health | Director | Current |
| ModivCare, Inc. | Director | Current |
| Neurocrine Biosciences, Inc. | Director | Current |
| Globus, Inc. | Director | Current |
| Centene Corporation | Director | Former |
| Endologix, Inc. | Director | Former |
| Magellan Health, Inc. | Director | Former |
| NuVasive, Inc. (acquired by Globus, Inc.) | Director | Former |
| Press Ganey Holdings, Inc. | Director | Former |
| Volcano Corp. | Director | Former |
Board Governance
- Independence: Board determined Ms. Norwalk is independent under Nasdaq Listing Rules; she serves on the Audit Committee (all members independent) .
- Committee assignments: Audit Committee member (Linda Bain, Chair; members: Bain, Cunningham, Norwalk); the committee met eight times in 2024; she is a signatory to the Audit Committee Report .
- Attendance: The full board met five times in 2024; all current directors attended at least 75% of board and applicable committee meetings; all then-serving directors attended the 2024 annual meeting .
- Lead Independent Director: Briggs Morrison, M.D., serves as lead independent director; CEO chairs the board; independent directors hold executive sessions at least twice yearly .
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Fees earned or paid in cash | 51,360 |
| Total cash retainer | 51,360 |
ARVN non-employee director retainer schedule (effective May 2024, context):
- Board member annual fee: $45,000; Chair incremental: $40,000; Lead Independent Director: $30,000 .
- Audit Committee: Member $10,000; Chair incremental $10,000 .
- Compensation Committee: Member $7,500; Chair incremental $7,500 .
- Nominating & Corporate Governance Committee: Member $5,000; Chair incremental $5,000 .
- Science & Technology Committee: Member $7,500; Chair incremental $7,500 .
Performance Compensation
| Award Type | Grant Date Fair Value ($) | Vesting Terms | Change-in-Control Treatment |
|---|---|---|---|
| RSUs (Annual) | 200,189 | Vests in full on the earlier of first anniversary or first board meeting after next annual meeting | Initial director grants accelerate in full on change in control; annual grant acceleration not specified |
| Options (Annual) | 199,976 | Vests in full on the earlier of first anniversary or first board meeting after next annual meeting; exercise price at grant FMV | Initial director grants accelerate in full on change in control; annual grant acceleration not specified |
Notes:
- ARVN caps annual director compensation under the 2018 Stock Incentive Plan at $1.0 million (cash plus grant-date fair value of equity) absent extraordinary board-approved exceptions .
- Director equity awards are time-based; no performance metrics apply to director compensation .
Other Directorships & Interlocks
| Interlock/Overlap | Detail | Potential Implication |
|---|---|---|
| Shared firm affiliation | Ms. Norwalk is strategic counsel to EBG; Edward Kennedy, Jr. is Partner at EBG; both serve on ARVN’s board | Network tie; no related-party transactions with EBG disclosed; ARVN’s policy mandates Audit Committee review/approval of any related person transactions |
| Company ecosystem overlap | Current boards at CVS Health, ModivCare, Neurocrine, Globus; prior boards include Centene, Magellan, NuVasive, Volcano, Press Ganey | Broad payer/provider/biopharma exposure; no ARVN-related party dealings disclosed |
Expertise & Qualifications
- Healthcare regulatory leadership: Former Acting Administrator and Deputy Administrator at CMS; extensive government operations experience .
- Legal and compliance expertise: Healthcare and life sciences counsel at EBG; strategic advisor to consulting firms .
- Board experience across large healthcare companies: CVS, ModivCare, Neurocrine, Globus; prior roles at leading payers/providers and medtech firms .
- Education: J.D., George Mason University School of Law; B.A., Wellesley College .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Leslie V. Norwalk, Esq. | 87,426 | <1% | 4,121 common shares; 5,899 RSUs vesting within 60 days after Mar 31, 2025; 77,406 options exercisable within 60 days |
Additional details:
- RSUs outstanding as of Dec 31, 2024: 5,899; Option awards outstanding: 77,406 .
- Hedging/pledging: Company prohibits hedging/pledging; no pledging by Ms. Norwalk disclosed .
- Stock ownership guidelines for directors: Not disclosed in proxy; director equity program provides initial $750,000 and annual $375,000 grant values (2/3 options, 1/3 RSUs) .
Governance Assessment
- Strengths: Independent director with deep healthcare regulatory and legal background; active Audit Committee member with eight committee meetings in 2024 and signatory to Audit Committee report; board-wide attendance thresholds met; robust director compensation structure aligned with market norms; prohibition on hedging/pledging supports alignment .
- Alignment: Director compensation mix balances cash and equity; time-based vesting facilitates long-term alignment; annual grant sizes consistent with program parameters; beneficial ownership includes options and RSUs, reflecting equity exposure .
- RED FLAGS/Watch items: Shared EBG affiliation with another ARVN director represents a network interlock (not a disclosed related-party transaction); continue monitoring for any EBG engagements with ARVN and ensure Audit Committee review per policy .
- Shareholder context: Say-on-pay support of over 93% in 2024 indicates broad investor acceptance of compensation governance; Director-level attendance at annual meeting underscores engagement .