Newly released notes from MetroHealth System board meetings detail one of trustees’ last confrontations with ex-CEO Dr. Akram Boutros before they voted to fire him in November. 

According to the board’s minutes from its Nov. 9 public meeting, Boutros acknowledged to trustees that he had not previously shown them the metrics or amounts of the supplemental bonuses that would be at the heart of his ousting. 

At that meeting, Boutros shared a document titled, “President & CEO Supplemental PBVC Self-Assessment,” the minutes say, referring to an acronym that stands for “performance-based variable compensation.” That document, which the hospital has since released to the public, is a series of spreadsheets laying out how Boutros evaluated his job performance in order to claim additional bonuses. 

“In response to questions, Dr. Boutros affirmed that none of the metrics he had just presented had ever been shared with the Board previously and that he had not disclosed or shared the amount of the supplemental PBVC with the Board,” the Nov. 9 minutes read.

On Nov. 21, the trustees voted to fire Boutros, accusing him of paying himself $1.9 million in supplemental bonuses without disclosure to the board. Boutros has since reimbursed the hospital. 

MetroHealth’s board voted at its meeting Wednesday afternoon to approve the minutes. Typically, the vote is a routine task that goes almost unnoticed. But for the public hospital’s little-watched board of trustees, the release of these minutes sheds additional light on the final days before the board fired its high-profile CEO. 

Jason Bristol, an attorney representing Boutros, said in an email to Signal Cleveland that the board never requested details about Boutros’ bonus metrics or incentive plan.

“Before the Nov. 9 meeting, the Board had never requested specific information regarding either the metrics used to determine incentives nor the individual incentive amounts for any employee, including Dr. Boutros, who was always part of the eligible employee group,” Bristol said. “Therefore, Dr. Boutros responded appropriately at the Nov. 9 board meeting when asked whether that information had been shared previously. He also responded that the aggregate incentive compensation, including supplemental PBVC was presented to the Board each year. The Board approved those amounts, and they passed resolutions authorizing Dr. Boutros to administer the incentives, without ever asking for the amounts being awarded to any individual or why employees were receiving them, including Dr. Boutros.”

In a lawsuit filed late last month, Boutros accused the board of circumventing open meetings laws in the hiring of his replacement, Dr. Airica Steed, and in firing him. He alleged the board fired him in retaliation for pointing out those breaches. Concern about the bonuses were simply a pretense for termination, he alleged. 

Meeting noted by board investigation, Boutros lawsuit

The report on Boutros’ bonuses written by law firm Tucker Ellis also took note of the conversation at the Nov. 9 meeting. According to the report, although MetroHealth trustees had previously voted on resolutions that referred to “supplemental incentives,” they said they were not told about the process used to set and award secondary bonuses. 

Boutros’ lawsuit claims that he asked trustees for the names of members of a committee investigating his bonuses at the Nov. 9 meeting, but that the board declined to say. The suit also accuses the board of breaking state law by going into a closed-doors executive session at the meeting.

According to the minutes from the meeting, Boutros asked trustees to describe their process for reviewing the bonuses and “when the Board would conduct an assessment of his performance in order to repay any amounts to him.” A trustee said the board wouldn’t disclose the process, the minutes say. 

After that, the board voted to go into executive session over Boutros’ objections, according to the minutes. The board met privately for more than two hours that night, the minutes show. The minutes do not describe in detail what the board discussed behind closed doors. 

When board members returned to the public portion of the meeting, they voted on a resolution that restricted Boutros’ powers as CEO. By then, Boutros had left the meeting, according to the minutes. 

This story was updated to include a response from Boutros’ attorney.

Read the minutes from the meeting below.