Editor’s Note: The video above is from previous coverage on this story.
Last week, the Chair of the MetroHealth Board of Trustees issued a press release saying the outgoing president and CEO Boutros had been fired.
They said he gave himself $1.9 million in bonuses over four years without disclosing it to the board. However, Boutros repaid the money with interest and self-reported to the Ohio Ethics Commission.
Boutros’ attorney last week said the firing was retaliatory because Boutros had exposed board misconduct.
Monday, Boutros’ counsel said the lawsuit was for violating the Ohio Open Meetings Act.
Here’s their full statement.
Statement from Cohen, Rosenthal and Kramer LLP, Attorneys for Dr. Akram Boutros: In response to the wildly reckless, illegal, and damaging actions to the reputation of MetroHealth and Dr. Akram Boutros, he has filed a lawsuit in the Court of Common Pleas detailing multiple violations of Ohio’s Open Meetings Act and the MetroHealth System Board of Trustees Bylaws by the MetroHealth Board and its Chair, Vanessa L. Whiting. The suit is the result of an investigation that clearly demonstrates the wanton disregard for Ohio’s Open Meetings Act and the Board Bylaws by its Board and Chair Vanessa Whiting in both the hiring process for the health system’s new CEO and the so-called investigation of Dr. Boutros’ compensation. The lawsuit requests declaratory and injunctive relief to void the actions taken by the Board in violation of the statute and to require the Board to comply with its requirements in the future. Specifically, we are asking the Court to nullify the unlawful investigation of Dr. Boutros and to nullify Dr. Boutros’ termination for cause as The MetroHealth System’s President and Chief Executive Officer. The lawsuit further sheds light on how Chair Vanessa Whiting and the Board retaliated against Dr. Boutros and used the investigation into Dr. Boutros’ compensation as a weapon to damage Dr. Boutros’ reputation and provide cover for the Board’s pattern of violating Ohio’s Sunshine Laws. The defendants have taken these actions without concern for the impact on the institution, the employees of MetroHealth or its patients.
Monday night, the hospital board released a statement to FOX 8 News regarding the lawsuit:
We’re disappointed, though not surprised, that Dr. Boutros has filed a lawsuit. His allegations are little more than a distraction from these fundamental facts: That he awarded himself nearly $2 million in bonuses without proper review or authorization and that he concealed those payments from MetroHealth’s trustees and the public.
We are confident the board acted in accord with Ohio law, but no one should lose sight of the irony that someone who for five years actively cloaked his actions is trying now to recast himself as a champion of sunshine.
We will file our response in due time, but urge everyone to read the Tucker Ellis report that resulted from the investigation we launched into Dr. Boutros’ actions. It speaks for itself.
We have no further comment at this time.
Here is MetroHealth’s initial statement on Boutros’ firing:
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 Dec. 31, 2022.
Dr. Boutros informed the Board at a public meeting that he had self-reported to the Ohio Ethics Commission on Nov. 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 has taken over CEO duties in the interim with Dr. Airica Steed taking over starting Dec. 5.