Courtesy of Mr  Richard G. Johnson

When the MetroHealth System Board of Trustees says it didn’t “authorize” Dr. Boutros’s supplemental compensation, it means that it never individually voted on any portion of his annual compensation during the relevant timeframe of 2017–2022.

 

The Cleveland Plain Dealer keeps falsely reporting that Dr. Boutros was "allegedly unauthorized" to pay himself supplemental compensation apparently based on just that from the Board.

 

That shows what kind of Board Metro has, and what kind of newspaper Cleveland has, but it doesn’t answer the question of whether the Board authorized the entire executive compensation program to the dollar (including the C.E.O.) with complete delegation to Dr. Boutros to carry it out?  If it did, then Dr. Boutros was authorized to do as he did, which he did quite fairly as ironically reported by the PD.

 

The Board plays games with “we didn’t say he could pay himself,” when it said he could pay everyone, which included himself. It had to exclude him from the delegation of that authority, if it wanted to reserve that function to the Board. Keep in mind that if the Board had intended to pay Dr. Boutros, itself, it would have, but it never did. Not once during the years at issue.

 

The PD has had all of these Board Resolutions since the end of November, so it knows very well that there was a general delegation to Dr. Boutros to implement the three-pronged executive compensation program for all relevant years, subject to not exceeding the bonus pool allotted by the Board.  The PD knows that the program was open to all executive employees, including Dr. Boutros, himself.

 

So let's go through the analysis: How is such authority delegated?  By statute, by the Board's Bylaws, by the Board's resolutions, and by the contract with Dr. Boutros.

 

First, in Ohio, county hospitals are regulated by the Ohio Revised Code Chapter 339. https://codes.ohio.gov/ohio-revised-code/chapter-339

 

Section 339.06(B) provides:

 

The board of county hospital trustees shall have the entire management and control of the county hospital. The board may in writing delegate its management and control of the county hospital to the administrator of the county hospital …. The board shall establish such rules for the hospital's government, management, control, and the admission of persons as are expedient.

 

Section 339.07(B) provides:

 

[T]he administrator shall serve as the chief executive officer and shall carry out the administration of the county hospital according to the policies set forth by the board and any written delegation.

 

The administrator shall administer the county hospital, make reports, and take any other action that the administrator determines is necessary for the operation of the hospital.

 

Second, the Board has modified its Bylaws over half a dozen times during Dr. Boutros's tenure, but its most recent version has Article XI regarding the C.E.O. has remained substantially the same (other than being renumbered in 2022):

 

Section 1. Appointment of Chief Executive Officer.

 

The Board shall select and appoint a chief executive officer who shall be its representative in the management of the organization. The chief executive officer shall have the title of President and Chief Executive Officer. The President and Chief Executive Officer shall be given the necessary authority and responsibility to operate the organization in all its activities and departments, subject only to such policies as may be issued by the Board or by any of its Committees to which it has delegated power for such action. The President and Chief Executive Officer shall act as the duly authorized representative of the Board in all matters in which the Board has not formally designated some other person to so act.

 

Section 2. Responsibility of President and Chief Executive Officer.

 

The authority and responsibility of the President and Chief Executive Officer shall be as defined by the Board from time to time consistent with the provisions of Ohio Revised Code Chapter 339.

 

Section 3. Review of Chief Executive Officer Performance.

 

The Board shall review the performance of the President and Chief Executive Officer, which shall include the institutional objectives and goals established by the Board, from time to time as the Board deems appropriate.

 

These Bylaws are available at https://www.metrohealth.org/-/media/metrohealth/documents/about-us/board/2022-bot-bylaws-june-2022.pdf?la=en&hash=B53E0AC9ACFACF98AF10A278D53D7DE553D797A6

 

Third, in addition, the Board has passed a series of Resolutions generally delegating the management and control of the MetroHealth System to Dr. Boutros, subject to a few exceptions not relevant to this discussion (until the last one):

 

• ??/??/??: General continued BOT delegation to Dr. Boutros, BOT Res. 18724;

 

• 12/16/15: General continued BOT delegation to Dr. Boutros, BOT Res. 18947;

 

• 06/28/17: General continued BOT delegation to Dr. Boutros, BOT Res. 19184;

 

• 03/27/19: General continued BOT delegation to Dr. Boutros, BOT Res. 19284;

 

• 05/02/22: General continued BOT delegation to Dr. Boutros, BOT Res. 19499;  and

 

• 08/24/22: Delegation Policy; BOT Res. 19528 (BOT-7 Delegation Policy).

 

Documents 2020–2020 are available at https://www.metrohealth.org/about-us/board-and-governance/meetings; documents 2019 are available at https://www.metrohealth.org/about-us/board-and-governance/meetings/2019-archives; documents 2018 are available at https://www.metrohealth.org/about-us/board-and-governance/meetings/archives; documents 2015–2017 are available at https://www.metrohealth.org/about-us/board-and-governance/meetings/archives/board-of-trustees

 

In the Summer of 2022, according to Dr.Boutros's lawsuit against the Board, the Board had hired the law firm of K&L Gates to review and restate its many delegations of authority into one comprehensive delegation policy (while leaving any specific delegations related to the campus transformation alone).  Not until August 24th of last year did the Board decide that it would pay the C.E.O. directly as part of that comprehensive restatement, although the executive compensation policy was revised to reflect that in May of 2022 (see below).

 

Metro's Board determines the bonus pool to be added to the previous year's salary and benefits for its executive employees in the first quarter of the next year, Dr. Boutros was included in that bonus pool, and he was specifically delegated the implementation of that bonus system, which necessarily meant that he would be determining his own bonus along with dozens-to-hundreds of executive employees, as the number of people he could share the rewards of success with increased at his request over the years:

 

• 02/22/17: Achievement of 2016 metrics met, BOT Res. 19074;

 

• 03/22/17: Ditto, BOT Res. 19082;

 

 • 03/22/17: Metrics for 2017 approved, BOT Res. 19083;

 

• 06/28/17: Executive Committee overall review of executive compensation;

 

• 06/28/17:  Modification of executive compensation methodology, BOT Res. 19108;

 

• 03/28/18: Achievement of 2017 metrics met, BOT Res. 19085 & 19189;

 

• 03/28/18: Metrics for 2018 approved, BOT Res. 19086;

 

• 07/25/18:  Modification of executive compensation methodology, BOT Res. 19219;

 

• 03/27/19: Achievement of 201[8] metrics met, BOT Res. 19270;

 

• 03/27/19: Metrics for 2019 approved, BOT Res. 19285;

 

• 03/18/20: Achievement of 2019 metrics met, BOT Res. 19354;

 

• ??/??/20: Metrics for 2020 approved, BOT Res. ___ (there is no reference to these being approved by the Board until the next entry);

 

• 03/24/21; Achievement of 2020 metrics met, BOT Res. 19423;

 

• 03/24/21: Metrics for 2021 approved, BOT Res. 19433;

 

• 11/22/21: Metrics for 2022–2025 approved, BOT Res. 19484;

 

• 03/23/22: Achievement of 2021 metrics met, BOT Res. 19495;

 

• 05/25/22: Approval of revised executive compensation policy, BOT Res. 19501 (BOT-6 Executive Compensation Policy);  and

 

• 07/22/22: Retention Policy; BOT Res. 19523.

 

Obviously, the Metro Board was very involved in delegating its powers to Dr. Boutros, precisely because it didn't want to have to do any work. It was very involved in its executive compensation program, and it delegated the implementation of the same to Dr. Boutros by all of the above, where no exception is made for him until May 25th, 2022.

 

Note that by this time, the Board is gearing up to transfer management to a new C.E.O., thus the setting of the metrics for three years, the formalizing Board Policies, and so on, because the genius of the operation, Dr. Boutros, was leaving, and the Board did not know how to do any of this itself.

 

Finally, Dr. Boutros's first, second, and third contracts gave him nearly complete control as C.E.O. according to his lawsuit against the Board, which is consistent with all of the above. It is also the position of most C.E.O.'s. The third contract was approved on January 22, 2020, BOT Res. 19350, in advance of the second contract that was set to expire on July 1, 2020, according to the resolution.  None of these contracts are available online, and I do not have them to review.

 

As has come out, the Metro Board denied any knowledge of supplemental bonuses, and it denied that Dr. Boutros was allowed to pay himself, but in recent weeks, Metro's counsel has walked that back and admitted that all of the supplemental bonuses handed out to its executive team are authorized, except for Dr. Boutros, and it is okay with Dr. Boutros paying himself everything but his supplemental bonuses.  Certainly, there is nothing in the long list of Board resolutions above that would support everyone but Dr. Boutros getting a supplemental bonus, which would be the height of absurdity.  For instance, he and his team brought the Glick Center online $89MM under budget, so what's his bonus just for that feat? Stop and think about the tremendous value that Dr. Boutros brought  in so many ways to this Community, this County, and to Metro.

 

So why this rehash, which is a lawyer's trade? Well, Dr. Boutros was fired "for cause" for paying himself after self-evaluating himself for his supplemental bonus, which the Board claimed he hid from it, and which the Board originally said was not even a legitimate part of the bonus system.  Now, the Board admits that the supplemental bonus program was approved, and that Dr. Boutros could implement it--just not in regards to himself.

 

The PD has established that the total amount paid to Dr. Boutros was fair, reasonable, and necessary.  Necessary. Let that resonate.

 

When the Board keeps repeating "allegedly unauthorized," all of the above proves for a fact that Dr. Boutros was delegated almost all of the Board's powers and authorized by statute to act for the Board, unless it appointed someone to act for it, which it did not do for determining his pay.  The Board could have evaluated and paid Dr. Boutros itself, it could have excepted that power from his delegation of authority, which it did in May of 2022 in regards to whomever his successor would be, as his bonus was paid in March of 2022. There was absolutely nothing that Dr. Boutros did that was unauthorized. There was no cause at all to terminate him six weeks or so before his retirement. There is no reason not to have returned his supplemental bonus money that he gave back to satisfy the Board's demand to evaluate the worth itself, but then stiffed him. There is no reason to have cut-off his salary and benefits. There is no reason to treat the visionary like a leper.

 

But what raised such ire? Dr. Boutros told the Board it was naked, ignoring Ohio's Open Meetings Act, which would place any successor decision in peril. And now we see that the Board wanted to slip that incompetent selection in, and who has now slipped in her own incompetent C.O.O. It's beyond embarrassing. So we can understand why the Board might be touchy, but making up a fairy tale that Dr. Boutros stole money or was dishonest. No one believes it. No one in this town. No one who has read the facts. No one who knows Dr. Boutros. What the Board has done is plain evil. Not what you expect from the community safety net hospital. https://www.chrisronayne.com/

 

So I'll end with my pet peeve:  "Allegedly unauthorized" my foot