Leslie Norwalk
Director at GMED
Board
About Leslie V. Norwalk
Leslie V. Norwalk, Esq. (age 59) has served on Globus Medical’s Board since September 2023; she is currently a member of the Audit Committee and is designated an “audit committee financial expert.” She is strategic counsel to Epstein Becker & Green, EBG Advisors, and National Health Advisors, previously served as Acting Administrator and Deputy Administrator of CMS, and holds a B.A., cum laude, from Wellesley College and a J.D. from George Mason University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centers for Medicare & Medicaid Services (CMS) | Acting Administrator | Not disclosed | Led day-to-day operations of Medicare, Medicaid, SCHIP, Survey & Certification; federal health care initiatives |
| CMS | Deputy Administrator | Four years prior to Acting Administrator | Implemented Medicare Modernization Act, including Medicare Part D |
| Epstein Becker & Green (Washington, D.C.) | Attorney | Not disclosed | Advised on health policy matters |
| White House Office of Presidential Personnel (first Bush Admin) | Staff | Not disclosed | Personnel policy exposure |
| Office of the U.S. Trade Representative (first Bush Admin) | Staff | Not disclosed | Trade policy exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arvinas (NASDAQ: ARVN) | Director | Current | Public company board |
| ModivCare (NASDAQ: MODV) | Director | Current | Public company board |
| Neurocrine Biosciences (NASDAQ: NBIX) | Director | Current | Public company board |
| APCO Worldwide | International Advisory Council Member | Current | Advisory role |
| Several privately held healthcare companies | Director | Current | Multiple private boards |
| NuVasive | Director | May 2014–Sept 2023 | Former public company directorship |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met four times in 2024 .
- Independence: Determined independent under NYSE standards; all Audit Committee members (including Norwalk) are independent and designated “audit committee financial experts” .
- Attendance: Board held five regular and two special meetings in 2024; each director attended at least 75% of Board and committee meetings .
- Leadership and executive sessions: Lead Independent Director role reinstated in Feb 2025 (Jim Tobin); non-management directors meet in executive session at least annually .
- Controlled company status: Globus is a “controlled company” with exemptions from certain NYSE governance requirements; Compensation and Nominating Committees are not entirely independent—a governance risk consideration .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (policy) | $57,500 | $70,000 |
| Committee membership fee (policy) | Audit: $10,000; Compensation: $7,500 | Audit/Comp/Nominating: $10,000 per committee |
| Audit Committee chair fee (policy) | $30,000 (not applicable to Norwalk) | $30,000 (not applicable to Norwalk) |
| Fees earned or paid in cash (Norwalk) | $16,875 | $80,000 |
Notes:
- Company reimburses all non-employee directors for board-related expenses; health plan costs, if elected, are deducted from cash fees to equalize compensation .
Performance Compensation
| Grant | Grant Date | Shares | Exercise Price | Vesting Schedule | Grant Date Fair Value (FY) |
|---|---|---|---|---|---|
| Stock Option | Sep 2023 | 15,000 | $54.23/share | Vests over 4 years (service-based) | $261,898 (FY 2023) |
| Stock Option | Jan 2024 | 15,000 | $53.75/share | Vests in full on 1-year anniversary | $331,524 (FY 2024) |
Performance metrics: Director equity awards are time-based; no performance (revenue/EBITDA/TSR/ESG) conditions are disclosed for non‑employee director awards. The 2021 Plan permits performance awards generally, but non‑employee director awards can vest on the earlier of one year or the next annual meeting (~50 weeks) per plan provisions .
Change-in-control treatment:
- If awards are not assumed/substituted by a successor, unvested awards become fully vested and exercisable immediately prior to the transaction; committee may accelerate vesting/remove restrictions in change-of-control scenarios .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation committee interlocks | None; no interlocking relationship exists between Globus directors and other companies’ comp committees |
Expertise & Qualifications
- Audit committee financial expert designation; extensive federal health policy and regulatory leadership (CMS Acting Administrator, Deputy Administrator) .
- Legal and advisory experience in healthcare (Epstein Becker & Green; private equity advisory) .
- Education: B.A., cum laude (Economics & International Relations, Wellesley); J.D. (George Mason University School of Law) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Ownership % | Class B Shares | Voting Power % | Options Outstanding |
|---|---|---|---|---|---|
| Leslie V. Norwalk, Esq. | 37,669 | <1% | – | – | 30,000 |
Policies and alignment:
- Insider trading policy prohibits directors/officers from hedging, pledging, and margin accounts in Company stock (alignment positive) .
- No disclosure of director-specific stock ownership guidelines or pledging by Norwalk; none indicated beyond policy prohibition .
Governance Assessment
- Strengths: Independent Audit Committee membership and “financial expert” designation enhance oversight of financial reporting and compliance; attendance thresholds met; reinstated Lead Independent Director supports independent board voice .
- Alignment: Director pay balanced with modest cash retainer and time‑vested stock options; hedging/pledging prohibitions reduce misalignment risk .
- RED FLAGS: Controlled company status with non‑independent Compensation and Nominating Committees may limit minority shareholder protections and committee objectivity; presence of Executive Chairman on Compensation Committee elevates risk of pay-setting influence .
- Conflicts monitoring: Audit Committee explicitly oversees related‑party transactions; no specific related‑party transactions disclosed for Norwalk; prior NuVasive board service is sector‑relevant experience, not a disclosed conflict at Globus .
Implications: Norwalk’s regulatory and audit expertise are positives for board effectiveness and risk oversight. The controlled company structure is the primary governance overhang; investors should monitor Compensation and Nominating Committee decisions and overall independence posture for potential entrenchment risks .