CLEVELAND — Dr. Akram Boutros, president and CEO of MetroHealth for nearly 10 years, has been hailed as a transformative and innovative leader in community health care.
He was set to retire on Dec. 31, but the MetroHealth's Board of Trustees says it fired him Monday night.
MetroHealth said in a statement that it launched an investigation that found Boutros self-authorized $1.9 million in supplemental bonuses between 2018-22.
Here is the full statement from Board Chair Vanessa Whiting:
"The MetroHealth Board of Trustees has terminated the employment of President and CEO Akram Boutros, M.D., effective immediately.
On Saturday, the Board received the results of an investigation by outside counsel into compensation issues involving more than $1,900,000 in supplemental bonuses Dr. Boutros authorized for himself, without disclosure to the Board, between 2018-2022. On Monday evening, the Board voted to terminate his employment for cause.
We have taken these actions mindfully and deliberately but with sadness and disappointment. We all recognize the wonderful things Dr. Boutros has done for our hospital and for the community. However, we know of no organization permitting its CEO to self-evaluate and determine their entitlement to an additional bonus and at what amount, as Dr. Boutros has done.
Dr. Boutros, by his own admission, established specific metrics, conducted self-assessments of his performance under those metrics, and authorized payment to himself of more than $1,900,000 in supplemental bonuses based on those self-evaluations between 2018 and 2022. The self-evaluations and the supplemental bonus amounts paid to Dr. Boutros were not disclosed to the Board, even though Dr. Boutros’ employment contract makes clear that the Board sets Dr. Boutros’ compensation.
In keeping with the Board of Trustees’ fiduciary duties, we launched an internal investigation, led by the Tucker Ellis law firm, when we learned of these issues as we prepared for our CEO transition, resulting in the following actions to date:
· The Board demanded immediate repayment of the supplemental bonus money. On October 31, Dr. Boutros repaid $2,104,337.11, which represented the supplemental bonus money paid without approval for performance in calendar years 2017 through 2021, plus $124,003.86 in interest.
· The Board on November 9 approved and enacted immediate CEO spending and hiring limitations that were to remain in place through December 31, 2022.
Dr. Boutros informed the Board at a public meeting that he had self-reported to the Ohio Ethics Commission on November 1, 2022, the day after the repayment. We stand ready to cooperate with any investigating authorities while we continue our internal investigation.
The MetroHealth Board of Trustees is the only administrative body that can approve the CEO’s compensation, including bonuses, and set performance evaluation metrics for the CEO.
MetroHealth offers its CEO a performance-based variable compensation (PBVC) plan that makes a bonus available based on achievements reached against annual organizational goals approved by the Board of Trustees. The Board of Trustees did not delegate to Dr. Boutros the authority to self-evaluate his performance against metrics never disclosed to the Board, and then authorize supplemental bonus payments for himself in amounts never disclosed to the Board. Dr. Boutros omitted reporting his full compensation to the Board – and to a nationally recognized compensation consultant hired to annually review and assess Dr. Boutros’ compensation.
We have implemented, and will continue to implement, additional processes and safeguards to ensure the integrity of the payment and bonus process.
Dr. Nabil Chehade will assume the CEO’s duties on an interim basis until the hospital transitions to its new president and CEO, Dr. Airica Steed, on Dec. 5."
But the attorneys representing Dr. Boutros call this termination retaliatory and said he plans to take legal action. Cohen, Rosenthal & Kramer LLP are representing Dr. Boutros and released this statement:
"The MetroHealth Board's actions yesterday are the latest of a series of retaliatory acts against Dr. Boutros after he raised the issue of the unauthorized hiring of the new CEO. He uncovered that the Board members were participating in serial deliberation outside of public meetings and that Vanessa Whiting, the Board Chair, signed agreements and authorized payments hundreds of thousands of dollars without Board approval.
Vanessa Whiting led a retaliatory charge against him for blowing the whistle on these practices. She targeted him for receiving bonuses that were received by all eligible employees.
The "demand" for repayment is evidence of the Board's discriminatory treatment as he is the only employee forced to repay bonuses.
The Board of Trustees took this action to divert attention from their own gross negligence.
The statement released by the Board last night is full of misinformation and outright lies. Dr. Boutros will take legal action.
1. Within 24 hours of being notified of the Board Chair's concerns, Dr. Boutros volunteered to self- report to the Ohio Ethics Commission. To remove the specter of impropriety and permit the Board time to conduct their own assessment, he volunteered to repay the bonuses until they completed their assessment. Dr. Boutros requested the money be put in escrow, but MetroHealth’s attorney who was not properly authorized by Board resolution, categorically refused. He began intimidation tactics and used blatantly discriminatory language and tropes based on Dr. Boutros’ national origin in his effort to coerce Dr. Boutros to repay earned compensation and hundreds of thousands of dollars he never received from MetroHealth.
2. From 2014 – 2022, Dr. Boutros followed the Board's directives. The Board authorized him, as President and CEO, to take action as delineated in Board resolutions authorizing bonus payments. These resolutions state: " Performance based incentive program payments (performance based variable compensation, one-time recognition, supplemental incentives) shall be distributed to eligible employees based on System and individual performance...The President and Chief Executive Officer, or his designee, are hereby authorized to take necessary actions consistent with this resolution.” Throughout his time at MetroHealth, Dr. Boutros was eligible for bonuses. The Board never excluded Dr. Boutros from the pool of employees eligible for the performance based incentive program. Compensation through the supplemental performance incentive program is determined based on a formula set by the Board and the leadership team of the health system. The Board passes resolutions authorizing the pool of funds for bonuses.
3. Dr. Boutros never omitted nor failed to report his full compensation to the Board. As a matter of fact, he was included in all Sullivan Cotter Executive Total Compensation Reviews submitted to the Board. The Board of Trustees, working with general counsel and their own independent outside consultants, has a fiduciary obligation to solicit information from payroll regarding employee compensation.
4. The Board and its committees conducted the so-called investigation in secrecy and acted in violation of Ohio Open Meetings Act beginning October 12, 2022. Furthermore, they never interviewed Dr. Boutros and denied Dr. Boutros' request for a public hearing on November 9 in violation of the Ohio Revised Code. We are referring these violations to the Cuyahoga County Prosecutor’s Office.
5. On November 7, Dr. Boutros refused further coercion by members of the Board to reduce his authorities. On November 9, the Board retaliated by approving immediate limitations to his authorities in violation of his contract. On November 11, Dr. Boutros notified the Board of their breach of contract and Dr. Boutros terminated his contract for good cause.
6. These allegations have laid waste to a decade of extraordinary community benefit created through Dr. Boutros’ leadership and has fractured the trust that Dr. Boutros worked hard to rebuild with the community. In addition, this has damaged Dr. Boutros’ nationally recognized reputation as well as the reputation of the public institution."
The Ohio Ethics Commission told Spectrum News that all matters related to the commission’s investigations are confidential and they decline to comment further at this time.
The Cuyahoga County Prosecutor’s Office released a statement to Spectrum News that said, “Our office is in contact with the Ohio Ethics Commission to review the matter,” but declined to comment further on whether any criminal charges are possible in this case.
MetroHealth has been Cuyahoga County’s Public Hospital system since 1837, but county leadership declined our requests for comment.
Cuyahoga County Council President Pernel Jones did release this statement:
“The MetroHealth System is a vital partner to Cuyahoga County and its operations, including in our county jail. As a public hospital, MetroHealth provides essential care for indigent patients in need of medical treatment.
Last night the MetroHealth Board raised serious allegations against its former CEO. We don’t know all the facts yet, but we expect public institutions be held to the highest standards of accountability and integrity. If the allegations are true, I believe the Board has acted appropriately. We remain committed to advancing the important mission of our county hospital.
We will continue to work with the MetroHealth Board to ensure a smooth transition in the coming months. We look forward to working with the interim and incoming CEOs to continue to provide top-rate care to our community.”
MetroHealth's executive vice president and chief clinical transformation officer is now the interim CEO. Dr. Airica Steed will take over as President and CEO one month earlier than originally planned. She now will step in on Dec. 5.