Leslie V. Norwalk
CVS HEALTHAbout Leslie V. Norwalk
Leslie V. Norwalk (age 59) joined the CVS Health Board in November 2024; she is classified as a non‑independent director due to her pre‑existing and ongoing service as an expert witness in litigation involving CVS and its subsidiaries. She serves as Strategic Counsel at Epstein, Becker & Green, P.C. (since 2007), and previously served as Acting Administrator of the U.S. Centers for Medicare & Medicaid Services (CMS); she holds a B.A. from Wellesley College and a J.D. from George Mason University . At CVS, she is a member of the Health Services & Technology (HS&T) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Centers for Medicare & Medicaid Services (CMS) | Acting Administrator (former) | Not disclosed | Health policy/regulatory leadership relevant to CVS oversight |
| Epstein, Becker & Green, P.C. | Strategic Counsel | Since 2007 | Advises health care companies on governance/compliance; informs HS&T oversight |
| EBG Advisors; National Health Advisors | Advisor | Not disclosed | Strategy and advocacy in health care; private equity advisory experience |
| NuVasive; Magellan Health; Centene; Endologix (former public boards) | Director (former) | Not disclosed | Prior boardroom experience in regulated health care sectors |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| Arvinas, Inc. | Director | Public biopharma board |
| ModivCare Inc. | Director | Tech‑enabled healthcare services |
| Neurocrine Biosciences, Inc. | Director | Biopharma |
| Globus Medical, Inc. | Director | Medical device; intends to reduce one public board this proxy season |
| APCO Worldwide | International Advisory Council member | External advisory role |
Board Governance
- Committee assignments: Member, Health Services & Technology (HS&T) Committee. Other HS&T members are independent; Norwalk is non‑independent due to expert‑witness work related to CVS litigation, but the Board cites her health‑care/regulatory expertise as valuable to the committee .
- Independence: The Board determined in March 2025 that Norwalk is not independent (expert witness relationship) .
- Attendance and engagement: Board average attendance in 2024 was ~97%; due to timing of her November 2024 election and pre‑scheduled meetings, she did not reach 75% attendance for 2024, attending one of two eligible meetings. The Board expects full or substantial attendance going forward .
- Tenure: Director since November 2024 .
- Overboarding and time commitment: CVS policy generally limits directors to four total public company boards; the Board reviewed her outside commitments, noted she currently sits on five public boards including CVS, and recorded her intention to reduce by one during this proxy season. The Board concluded her commitments do not impair service and cited strong engagement since appointment .
- Board refreshment context: Norwalk’s appointment (with three others) followed a Non‑Disclosure Agreement with Glenview Capital; the NDA included Board expansion by four, committee placements (Norwalk to HS&T), and a standstill through the 2026 nomination window minus 30 days .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual director retainer (pro‑rated for Nov–Dec 2024) | $167,500 | Mix: $41,880 cash; $125,620 stock awards; awards fully vested at grant |
| Meeting fees | $0 | No meeting fees at CVS |
| Committee chair fees | $0 | Not a chair in 2024 |
| Executive/Ad hoc committee fees | $0 | No additional compensation for Executive or special committees |
Program structure and 2025–2026 updates:
- Standard non‑employee director retainer remains $335,000 per year, typically 75% stock / 25% cash; directors can elect up to 100% stock. Paid in two installments (May/Nov); deferral with dividend equivalents available .
- 2025–2026 retainers: Audit Chair $30,000 (from $25,000); HS&T, MP&D, N&CG Chairs $25,000 (from $20,000); Lead Independent Director retainer $50,000; all retainers paid at least 75% in stock .
Performance Compensation
Non‑employee directors do not receive performance‑conditioned compensation; equity awards are fully vested at grant and are intended to align interests, not to incentivize operating performance .
| Performance Metric | Weight/Target | Outcome/Payout |
|---|---|---|
| Not applicable for non‑employee directors | — | CVS director equity is time‑based and fully vested at grant |
Other Directorships & Interlocks
| Company | Sector | Potential CVS Interactions | Notes |
|---|---|---|---|
| Arvinas, Inc. | Biotechnology | CVS dispenses products from numerous biopharmas; no related transactions disclosed | Director |
| ModivCare Inc. | Healthcare services | Indirect ecosystem adjacency; no related transactions disclosed | Director |
| Neurocrine Biosciences, Inc. | Biopharma | See above; no related transactions disclosed | Director |
| Globus Medical, Inc. | Medical devices | Limited direct overlap; no related transactions disclosed | Director; plans to step down from one public board this season |
- Related‑party transactions: The N&CG Committee reviewed 2024 activity and determined there were no reportable related person transactions under CVS policy .
Expertise & Qualifications
- Health care policy and regulation: Former Acting Administrator of CMS; extensive regulatory and governance expertise .
- Health services and compliance: Strategic counsel to health care companies since 2007; risk management and compliance depth .
- Board governance: Service across multiple public and private health care boards; skills flagged by CVS include corporate governance, health care/health services, public policy, regulated industries, and risk management .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 2,200 shares (less than 1%) as of March 17, 2025 |
| Rights to acquire within 60 days | 0 shares |
| Deferred director units | Not disclosed for Norwalk (no footnote) |
| Pledged shares | None indicated; CVS policy prohibits pledging and hedging by insiders |
| Director ownership guideline | Must own ≥10,000 shares within 5 years of election; Norwalk is “on track” to meet |
Governance Assessment
Key positives
- Sector‑specific oversight: Deep Medicare/Medicaid and regulatory experience strengthens HS&T oversight of safety, quality, clinical practices, and technology strategy .
- Ownership alignment: Significant portion of director pay delivered in stock; minimum 10,000‑share ownership guideline; anti‑pledging/anti‑hedging policy in place .
- Refreshment and engagement: Appointment part of a broader refresh with explicit stockholder engagement context; Board asserts she has been well‑prepared and actively engaged since appointment .
Risk indicators and potential RED FLAGS
- Non‑independence: Formally deemed non‑independent due to expert‑witness relationship in litigation involving CVS; this limits independence optics despite committee service value .
- Overboarding optics: Serves on five public company boards including CVS; although Board policy is four and she intends to step off one, current status presents workload perception risk until resolved .
- Initial attendance shortfall: Did not meet 75% attendance in 2024 due to timing of election and pre‑set schedules; Board expects normalization going forward .
- Activist agreement context: Appointment pursuant to November 2024 NDA with Glenview and related standstill; not a conflict per se, but investors may monitor for activist influence on board dynamics .
Implications for investors
- Governance/independence optics: Her expertise is highly relevant to CVS’s regulated operations; however, non‑independence and overboarding should be monitored for potential impact on committee independence and workload. The Board’s disclosed plan to reduce her external commitments mitigates workload risk if executed in season .
- Alignment: Equity‑heavy director pay, anti‑hedging/pledging, and ownership requirements support alignment; she is early in her tenure with 2,200 shares and is tracking to the 10,000‑share guideline .
- No related‑party exposure disclosed: RPT review found no reportable transactions in 2024, reducing conflict risk from her extensive industry roles .
Fixed Compensation (Detail Table)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 (pro‑rated) | 41,880 | 125,620 | 167,500 |
Notes: Stock awards to directors are fully vested at grant; standard annual retainer structure targets ~75% stock, 25% cash, with option to elect up to 100% stock; no meeting fees .
Other Directorships & Interlocks (Detail Table)
| Count/Status | Detail |
|---|---|
| Other public company boards | 4 (Arvinas; ModivCare; Neurocrine; Globus) |
| Total public boards including CVS | 5; intends to reduce by one during this proxy season |
| CVS overboarding policy | Generally limits to four public company boards; Board reviewed and concluded current commitments do not impair service |
Board Governance (Attendance & Roles)
| Item | Detail |
|---|---|
| Committee | Health Services & Technology (member) |
| Independence status | Non‑independent (expert witness in CVS litigation) |
| 2024 attendance | <75% due to timing of November 2024 election; attended one of two eligible meetings; Board expects future full/substantial attendance |
| Years on CVS Board | Since Nov 2024 |
Equity Ownership (Detail Table)
| Category | Shares |
|---|---|
| Common stock owned (3/17/2025) | 2,200 |
| Options/RSUs vesting within 60 days | 0 |
| Deferred director units | Not disclosed for Norwalk |
| Pledged shares | None indicated; pledging/hedging prohibited by policy |
| Ownership guideline | ≥10,000 shares within 5 years; on track |
Performance Compensation (Not Applicable)
| Metric | Target | Payout |
|---|---|---|
| Director performance metrics | Not applicable for non‑employee directors; equity awards fully vested at grant |
Related-Party & Conflicts Review
- Related‑party transactions: N&CG Committee determined no reportable related person transactions for 2024 .
- Expert‑witness relationship: Board cites this as the reason for non‑independence; ongoing service relates to litigation involving CVS or subsidiaries .
- Trading, hedging, pledging: CVS insider policy prohibits pledging and hedging; director transactions are subject to pre‑clearance and window restrictions; table indicates no pledging for listed shares .
Say‑on‑Pay & Shareholder Feedback (Context)
- Stockholder outreach included governance and compensation topics; Board emphasizes equity‑heavy director pay and ownership guidelines to align with shareholders .
Compensation Committee & Governance Controls (Context)
- MP&D Committee oversees director compensation structure and stock ownership compliance; 2025 updates to chair/LID retainers adopted after Korn Ferry study .
RED FLAGS Summary
- Non‑independence due to litigation expert‑witness role .
- Overboarding until reduction completed (currently five total public boards) .
- 2024 attendance <75% (timing‑related) .
Overall, Norwalk brings rare regulatory expertise at a critical time for CVS’s health services oversight. Investors should monitor completion of her planned board reduction, future attendance, and any evolution of her expert‑witness relationship to evaluate sustained independence optics and board effectiveness .