Leslie V. Norwalk
NEUROCRINE BIOSCIENCESAbout Leslie V. Norwalk
Independent director of Neurocrine Biosciences (NBIX) since September 2019; age 59 as of the 2025 proxy. Former Acting Administrator and Deputy Administrator of CMS under the George W. Bush administration; J.D., George Mason University School of Law; B.A. in Economics and International Relations, Wellesley College. She serves as Strategic Counsel to healthcare companies and advises private equity firms; expertise in government policy, governance, and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centers for Medicare & Medicaid Services (CMS) | Acting Administrator; Deputy Administrator; Counselor and Policy Advisor | 2001–2007 | Federal health policy leadership; regulatory expertise |
| Epstein Becker Green (law firm) | Attorney (Washington, DC office) | Not disclosed | Healthcare legal counsel |
| The White House (Office of Presidential Personnel) | Personnel office staff (first Bush administration) | Not disclosed | Federal appointments experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| CVS Health Corporation | Director | Current | Public company; healthcare distribution and services |
| Globus Medical, Inc. | Director | Current | Public company; medical devices |
| Modivcare Inc. | Director | Current | Public company; healthcare services |
| Arvinas, Inc. | Director | Current | Public company; biopharma |
| Centene; Endologix; Magellan Health; NuVasive, Inc.; Press Ganey | Former Director | Prior | NuVasive acquired by Globus; prior governance experience |
Board Governance
- Independence: Independent under Nasdaq standards; NBIX separates Chair and CEO; executive sessions of independent directors at every regular board meeting .
- Committee assignments: Chair, Nominating / Corporate Governance Committee; not listed as member of Audit or Compensation; Science and Medical Technology membership not indicated for Norwalk .
- Attendance: Audit Committee met nine times (2024); Compensation met nine; Nominating / Corporate Governance met five; all directors attended at least 75% of Board and relevant committee meetings .
- Term/classification: Class I director; term runs to 2027 Annual Meeting .
- Skills matrix highlights: Governance/public company board, government affairs/public policy; pricing & market access marked for Norwalk in the matrix .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $60,000 | Standard non-employee director retainer |
| Nominating / Corporate Governance Committee Chair retainer | $18,000 | Chair premium |
| Committee membership fees | $0 | Not listed as member of other committees |
| Total cash fees (FY 2024) | $78,000 | Norwalk’s cash reported in Director Compensation Table |
- 2025 change: Non-executive Board Chair retainer increased by $5,000 to $40,000; all other director cash and equity at 2024 levels (program-wide) .
- Director compensation limits: Annual cap reduced to $750,000; initial director equity cap $1,500,000 under 2025 Plan .
Performance Compensation
| Equity Award Feature | FY 2024 Detail | Vesting/Terms |
|---|---|---|
| Annual equity grant value (electable mix) | ~$400,000 total; Norwalk elected ~$200,003 options + ~$200,082 RSUs | RSUs vest in full at 1 year; options vest in full at 1 year; 10-year term; strike = closing price at grant |
| Option valuation input (Black-Scholes per share) | $67.07 (grant-date) | As disclosed for 2024 option awards |
| Initial director equity (new appointees) | ~$800,000 in NSOs, monthly vest over 3 years | 10-year term |
| Compensation Performance Metrics | FY 2024 Status |
|---|---|
| TSR percentile; revenue growth; EBITDA; ESG goals tied to director equity | Not applicable—director equity uses time-based vesting; no performance metrics disclosed for director compensation |
Other Directorships & Interlocks
| Potential Interlock Area | Observation |
|---|---|
| Overboarding risk | NBIX policy caps directors at 5 public company boards; all directors currently compliant. Norwalk holds four other public boards plus NBIX, at the policy maximum, which warrants monitoring for time/engagement but remains within NBIX guidelines . |
| Conflicts with customers/suppliers/competitors | No related person transactions in 2024; Audit Committee reviews any such transactions; independence affirmed for Norwalk . |
Expertise & Qualifications
- Government affairs/public policy; governance; pricing & market access (U.S.) per NBIX skills matrix .
- Legal training (J.D.) and federal health policy leadership (CMS) supporting regulatory oversight and market access competence .
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | Mar 24, 2025 | 41,276 | Less than 1% of outstanding shares |
| Ownership % of shares outstanding | Mar 24, 2025 | <1% | Shares outstanding: 98,938,234 |
| Direct/common shares | Mar 24, 2025 | 994 | Footnote (13) |
| Options exercisable within 60 days | Mar 24, 2025 | 38,847 | Footnote (13) |
| RSUs vesting within 60 days | Mar 24, 2025 | 1,435 | Footnote (13) |
| Outstanding options (total) | Dec 31, 2024 | 38,847 | Director-level outstanding |
| Outstanding RSUs (total) | Dec 31, 2024 | 1,435 | Director-level outstanding |
| Ownership guidelines | Assessed annually; minimum = 3x cash retainer; includes net exercisable value of vested options; five-year grace period for new directors; as of Mar 24, 2025, all non-employee directors compliant |
Governance Assessment
- Independence and leadership: Independent, Chair of Nominating / Corporate Governance Committee—oversight includes corporate responsibility, supply chain risk, quality systems, and drug safety; administers Code of Business Conduct and Ethics . Executive sessions each regular meeting support robust oversight .
- Engagement and attendance: Committee meeting cadence (Nominating: 5 in 2024) and Board-wide attendance threshold (≥75%) indicate baseline engagement; individual attendance rates not disclosed .
- Compensation alignment: Heavy equity weighting (~$400k annual) with time-based vesting aligns interests; cash consistent with role (base + chair fee). Program changes lowered director compensation caps—shareholder-friendly constraint; Chair retainer modestly increased in 2025 .
- Risk indicators and red flags:
- Overboarding: At NBIX’s policy limit of 5 public boards; monitor ongoing capacity and engagement, but compliant with NBIX guidelines .
- Related-party exposure: None reported for 2024; Audit Committee oversight process described .
- Hedging/pledging: Not disclosed; ownership guidelines restrict share sales until compliance achieved .
- Say-on-pay context (NEO): 99% approval at 2023 meeting reflects strong investor support for NBIX compensation practices broadly; not director-specific but signals governance environment .
- Overall: Norwalk brings deep policy and governance expertise to NBIX’s board; equity-heavy pay and ownership guideline compliance support alignment. The primary monitoring item is board load (five public boards), which remains within company policy but merits continued oversight for effectiveness .