Felicia Norwood
WELLS FARGO & COMPANY/MNAbout Felicia F. Norwood
Felicia F. Norwood (age 65) is an independent director of Wells Fargo, serving since April 2022. She is EVP and President, Government Health Benefits at Elevance Health, responsible for Medicare and Medicaid businesses, and brings deep regulatory, public policy, and human capital experience from senior roles in both government and health insurance, including nearly two decades at Aetna and as Director of the Illinois Department of Healthcare and Family Services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aetna, Inc. | Various senior roles | 1994 – 2013 | Led operations and strategy across highly regulated health businesses; risk and compliance experience |
| State of Illinois | Director, Department of Healthcare and Family Services | 2015 – 2018 | Oversight of Medicaid; regulatory and policy execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Elevance Health, Inc. | EVP & President, Government Health Benefits | Since June 2018 | Responsible for strategic direction and operations of Medicare and Medicaid businesses |
| Hill-Rom Holdings, Inc. | Director (prior public company directorship) | — | Listed as prior public company directorship; no current public company directorships disclosed for Ms. Norwood in the proxy |
Board Governance
- Committee assignments: Risk Committee member (9 meetings in 2024), actively overseeing risk appetite, risk framework, and broad financial and non-financial risks including compliance and cybersecurity .
- Prior committee: Corporate Responsibility Committee (CRC) member in 2024; CRC responsibilities were integrated into the Governance & Nominating Committee effective January 2025 to streamline board structure .
- Independence and engagement: Board determined Ms. Norwood is independent under NYSE and company standards; the board averaged >99% attendance in 2024 and all current directors attended the 2024 annual meeting (board-level metrics) .
- Board leadership context: Wells Fargo has an independent Board Chair; all standing committee members are independent, emphasizing effective oversight of risk and compensation programs .
Fixed Compensation (Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears |
| Committee chair fees | $0 | Not a chair; chair fees only for Audit, Risk, HRC ($50k) and Finance/GNC ($25k) |
| Meeting fees | $0 | Meeting fees apply only for meetings in excess of 12; none disclosed for Ms. Norwood |
| Bank Board fees | $0 | Bank Board retainers apply to specific directors; not disclosed for Ms. Norwood |
Program update (effective April 1, 2025): Meeting fees discontinued; annual cash retainer increased to $110,000; GNC Chair retainer increased to $35,000 (equity value to $265,000; see Performance Compensation) .
Performance Compensation (Director; 2024 structure and grant)
| Element | Detail | Amount/Terms |
|---|---|---|
| Annual equity grant (RSRs) | Restricted share rights granted at 2024 annual meeting; mandatorily deferred until board departure; dividends reinvested | $240,009; 4,046 deferred stock units granted on April 30, 2024 |
| Options | None outstanding or granted | No director options outstanding as of 12/31/2024 |
| Performance metrics | None for director equity | RSRs are not performance-conditioned; deferral aligns interests |
2025 program update: Annual equity grant value increased to $265,000 (effective April 1, 2025) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Norwood in the proxy |
| Prior public company boards | Hill-Rom Holdings, Inc. |
| Compensation committee interlocks | HRC members in 2024 were Sargent (Chair), Black, Hewett, Morris; no interlocks disclosed involving Ms. Norwood |
Expertise & Qualifications
- Skills matrix designations: Risk Management; Strategic Planning/Operations; Regulatory; Human Capital Management; Consumer/Marketing/Digital; Government/Public Policy .
- Biography highlights unique public/private regulatory perspective across payers, providers, consumers, and regulators; deep operational and risk experience in highly regulated health businesses .
Equity Ownership
| Holding type | Amount |
|---|---|
| Common stock owned | 5,384 shares |
| Other common stock units (director deferrals) | 10,327 units |
| Total beneficial ownership (SEC definition) | 15,711 shares/units (none individually exceed 1% of outstanding) |
| Additional common stock units (longer-dated) | — (none disclosed for Ms. Norwood) |
| Preferred stock holdings | 11 sh. 7.50% Series L; 228 sh. 4.75% Series Z; 152 sh. 4.70% Series AA; 247 sh. 4.25% Series DD |
| Hedging/Pledging | Company prohibits hedging and pledging of company securities by directors |
| Stock ownership policy (directors) | 5x annual cash retainer within five years; directors <5 years on track (applies to Ms. Norwood) |
Additional context:
- Director stock awards (RSRs) are mandatorily deferred until departure; as of 12/31/2024, non-employee directors had no unvested stock awards outstanding (due to deferral structure) .
- Section 16(a) compliance: The proxy lists late filings for two other directors (Garcia, Morken) and does not cite Ms. Norwood, implying timely filings for her in 2024 .
Governance Assessment
- Strengths: Independent director with regulatory and government/public policy depth; active Risk Committee member (9 meetings in 2024), aligning with Wells Fargo’s top priority of risk and control; equity-heavy compensation (approx. $240k equity vs. $100k cash in 2024) with mandatory deferral supports long-term alignment; anti-hedging and anti-pledging policies reduce misalignment risk .
- Ownership alignment: 15,711 total beneficial shares/units and additional preferred share holdings; subject to director stock ownership policy (5x retainer within five years) and reported as on-track for directors under five years of service .
- Independence/conflicts: Board affirmed independence; related-person policy requires review of transactions >$120k and deems ordinary-course banking services permissible if non-preferential; no Norwood-specific related-party transactions disclosed .
- Watch items: Senior full-time executive role at Elevance Health could present ordinary-course banking interactions with Wells Fargo, but company states such relationships (where present) are arm’s-length and compliant; continued monitoring of workload and committee demands is prudent given Risk Committee intensity .
Overall signal: Norwood’s regulatory acumen and Risk Committee engagement are positives for board effectiveness in a period of ongoing regulatory remediation; compensation and ownership structures are aligned with shareholder interests, with no red flags on independence, related-party exposure, or Section 16 compliance disclosed .