Leslie V. Norwalk
About Leslie V. Norwalk
Independent Chair of the Board at ModivCare (director since 2015), age 59, with a JD from George Mason University and BA from Wellesley College. Former Acting Administrator and Deputy Administrator of CMS with deep U.S. healthcare policy expertise; current roles include Audit Committee member and Chair of the Nominating & Governance Committee at MODV . The Board is led by an independent Chair separate from the CEO, and Norwalk has been affirmed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centers for Medicare & Medicaid Services (CMS) | Acting Administrator | 2006–2007 | Managed operations of Medicare and Medicaid; senior federal leadership experience |
| CMS | Deputy Administrator | Prior four years (before 2006–2007) | Senior operational leadership in federal programs |
| White House Office of Presidential Personnel; Office of the U.S. Trade Representative | Advisor roles | Not disclosed | Federal policy/government experience |
| Epstein Becker & Green, P.C. | Strategic Counsel | Since Sept 2007 | Healthcare policy/legal counsel to clients |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| CVS Health Corp. (NYSE: CVS) | Director | Current | Healthcare company; potential ecosystem adjacency to MODV’s payor clients |
| Globus Medical Inc. (NYSE: GMED) | Director | Current | Orthopedic medical device company |
| Neurocrine Biosciences, Inc. (Nasdaq: NBIX) | Director | Current | Biopharmaceutical company |
| Arvinas Inc. (Nasdaq: ARVN) | Director | Current | Clinical-stage biopharma |
| NuVasive Inc. | Director | Feb 2014–Aug 2023 | Prior public board |
| Magellan Health | Director | Mar 2019–Dec 2021 | Prior public board |
| Endologix | Director | Apr 2015–Jun 2020 | Prior public board |
| Centene | Director | Jan 2022–Apr 2022 | Prior public board |
| Advisor to private equity funds | Advisor | Current | PE advisory roles |
Board Governance
- Roles: Independent Chair of the Board; Chair, Nominating & Governance Committee; Member, Audit Committee .
- Committee composition (current): Audit (Russell—Chair; Norwalk; Silvers); Compensation (Cunningham—Chair; Carter; Russell); Nominating & Governance (Norwalk—Chair; Mounts Gonzales; Silvers); Strategic Alternatives (Russell—Chair; Cunningham; Silvers) .
- Independence and structure: Board separates Chair and CEO roles; all committees chaired by independents; Board affirms Norwalk and other non-CEO directors are independent .
- Attendance/engagement: 24 Board meetings in 2024; committees met 7 (Audit), 6 (Comp), 7 (N&G); all directors attended ≥75% of Board and committee meetings during their service period; regular executive sessions of non-employee directors .
- 2025 director election vote (signal): Norwalk’s re-election had substantially higher opposition vs peers.
| Nominee (2025) | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Leslie V. Norwalk | 5,757,177 | 4,881,910 | 5,343 | 1,617,087 |
| Erin L. Russell | 10,529,576 | 109,517 | 5,337 | 1,617,087 |
| L. Heath Sampson | 10,459,206 | 180,368 | 4,856 | 1,617,087 |
Implication: A meaningful withhold/against campaign targeted Norwalk (roughly 5.76M “For” vs 4.88M “Against”), while other nominees received ~10.5M “For” and low “Against” votes, indicating investor confidence risk focused on the Chair .
Fixed Compensation (Director)
| Year | Cash Retainer (Total “Fees Earned”) | Notes |
|---|---|---|
| 2024 | $120,000 | Aggregate cash fees; director program provides $85,000 annual retainer; Board Chair retainer $35,000 (increasing to $100,000 beginning Dec 2024); committee retainers per charter; her 2024 fees totaled $120,000 . |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares Granted | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Feb 14, 2024 | Restricted Stock Award (annual equity retainer) | 2,658 | $129,955 | Vested Feb 14, 2025 (one-year) . |
- Program design: 2024 target equity retainer for non-employee directors was $130,000; grants based on grant-date close price; no meeting fees; can elect stock in lieu of cash .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Notes |
|---|---|---|
| CVS Health Corp. (NYSE: CVS) | Current public board | Large healthcare company; MODV serves public/private payors broadly. No related-party transactions with Norwalk disclosed; conflicts overseen under Related Person Transaction Policy . |
| Neurocrine Biosciences (NBIX), Arvinas (ARVN), Globus Medical (GMED) | Current public boards | Biotechnology/medical device; no MODV related-party transactions disclosed . |
| NuVasive, Magellan Health, Endologix, Centene | Prior public boards | Historical roles; no current MODV interlocks disclosed . |
Expertise & Qualifications
- Healthcare policy/regulatory: Former Acting Administrator and Deputy Administrator of CMS; extensive Medicare/Medicaid domain knowledge .
- Legal/policy: Strategic Counsel at Epstein Becker & Green since 2007; JD, George Mason; BA, Wellesley .
- Governance: Long-serving MODV director (since 2015) and current independent Chair; experience across Audit and Nominating/Governance committees .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Leslie V. Norwalk | 18,830 | <1% | As of record date April 21, 2025 . |
| Director ownership guidelines | 5x annual director retainer | — | Non-employee directors expected to hold shares equal to 5x annual retainer (excluding chair/committee differentials) . |
| Guideline compliance status | — | — | As of Dec 31, 2024, none of the non-employee directors met the holding level under the guidelines . |
| Hedging/Pledging | — | — | Company prohibits hedging and pledging by directors and officers . |
Insider Trades
| Filing Date | Form | Summary | Source |
|---|---|---|---|
| Feb 3, 2025 | Form 4 | Statement of Changes in Beneficial Ownership (MODV) |
Note: Additional granular transaction details were not disclosed in the proxy; no other director-related transactions involving Norwalk were identified in the Company’s related-party disclosures for 2024–2025 .
Governance Assessment
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Strengths:
- Independent Chair with significant federal healthcare policy experience; separation of Chair/CEO roles; committees chaired by independent directors; regular executive sessions .
- Active Board and committee cadence in 2024 with ≥75% attendance by all directors; N&G chaired by Norwalk; Audit membership provides financial oversight exposure (not designated “financial expert”) .
- Established policies: anti-hedging/anti-pledging; clawback policy; related-person transaction controls via Audit Committee .
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Risk indicators and red flags:
- Significant shareholder opposition to Norwalk’s 2025 re-election (5.76M For vs 4.88M Against) while other nominees received ~10.5M For votes—an investor confidence warning focused on the Chair .
- Ownership alignment: As of 12/31/24, none of the non-employee directors met the stock ownership guideline (5x retainer), including the Chair; consider enhanced equity accumulation expectations or timelines .
- External board load/interlocks: Concurrent service on CVS Health’s board (major healthcare payor) requires vigilant conflict oversight; company policy requires Audit Committee review of related-person transactions and conflict controls—no Norwalk-related transactions disclosed .
-
Shareholder feedback context:
- Say-on-Pay approval ~80% at the 2024 annual meeting for 2023 compensation—acceptable but not overwhelming; continued engagement advisable given 2025 director vote dispersion .
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Bottom line: Norwalk brings valuable regulatory expertise and governance experience, but the 2025 withhold/against concentration and lagging guideline ownership represent clear signals to address through targeted investor outreach, enhanced ownership alignment, and transparent conflict oversight processes .