Fired CEO sues MetroHealth over alleged open meetings law violations

Akram Boutros, MD, who was fired as president and CEO of Cleveland-based MetroHealth System, has filed a lawsuit against the organization's board of trustees and board Chair Vanessa Whiting.

The 31-page lawsuit, filed Nov. 28 in Cuyahoga County Common Pleas Court, alleges violations of Ohio's Open Meetings Act and the board bylaws. It also asks the court to nullify Dr. Boutros' termination for cause.

Dr. Boutros took the helm of MetroHealth in 2013 and, last year, announced his plans to retire at the end of 2022. He was fired Nov. 21 after the board said that between 2018 and 2022, Dr. Boutros authorized more than $1.9 million in supplemental bonuses for himself, without disclosure to the board. Ms. Whiting said MetroHealth discovered the compensation issues related to Dr. Boutros while preparing for the CEO transition, and an internal investigation took place, led by the Tucker Ellis law firm.

Dr. Boutros has alleged board retaliation. He said the retaliation came after he uncovered that board members participated in serial deliberation outside of public meetings and that Ms. Whiting signed agreements and authorized hundreds of thousands of dollars in payments without board approval.

The Nov. 28 lawsuit, which was shared with Becker's, accuses the MetroHealth board of violating the law in its hiring of the health system's next president and CEO, Airica Steed, EdD, RN. MetroHealth named Dr. Steed its next president and CEO in September. Dr. Steed, who is executive vice president and system COO of Sinai Chicago Health System, will take the helm of MetroHealth on Dec. 5, the board said. Meanwhile, Nabil Chehade, MD, executive vice president and chief clinical transformation officer at MetroHealth, will assume the CEO's duties on an interim basis.

"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," said a statement provided to Becker's by Cohen, Rosenthal and Kramer, attorneys for Dr. Boutros.

The lawsuit specifically alleges that the board violated Ohio's Open Meetings Law "by secretly hiring counsel to investigate Dr. Boutros and to produce a 'report,' by allowing that investigation and its culminating 'report' to proceed without proper authorization, and by contemplating and implementing his termination without the mandatory public notice and deliberation."

Ms. Whiting stood behind her previous comments.

"We're disappointed, though not surprised, that Dr. Boutros has filed a lawsuit," she said in a statement shared with Becker's. "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."

Dr. Boutros seeks declaratory and injunctive relief to void the board actions and to nullify not only his termination but also the investigation of him. 

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