The Ohio Auditor of State’s office has released the findings of its criminal investigation and special audit of the allegations that ex-MetroHealth president and CEO Dr. Akram Boutros paid himself $1.9 million in unauthorized bonuses.
The report, published Tuesday, Nov. 12, on the state auditor’s website, says the office concluded Boutros’ actions were not criminal, and it was not able to determine whether he had proper authorization to receive supplemental performance-based variable compensation (SPBVC).
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“We concluded that while Dr. Boutros did not share the development and management of the SPBVC program directly with the Board, he did share information with Findley Davies (a MetroHealth board consultant), which was tasked with reviewing executive compensation matters and reporting directly to the Board,” the report says.
The state auditor’s office said it wasn’t able to identify “any supporting documentation for overt authorization by the Board for Dr. Boutros’ participation in the SPBVC.” It also said MetroHealth’s board did not effectively oversee Boutros’ compensation, which was processed through the payroll system and appeared “not to have been reviewed by either the Board or the compensation consultants.”
The report comes roughly two years after MetroHealth’s board ousted Boutros following an investigation by Tucker Ellis LLP that alleged he paid himself $1.9 million in unauthorized bonuses between 2018 and 2022. Boutros denied any wrongdoing and repaid the bonuses, including interest, at a total of $2.1 million.
Boutros introduced the idea of performance-based variable compensation (PBVC) when he joined MetroHealth in 2013, according to the report. He spearheaded the effort to determine goals and weights for the SPBVC program, which was first paid in 2018. Through the program, his direct reports evaluated their staff based on the predetermined goals and then submitted the information to Boutros for further review and adjustments.
MetroHealth board members reportedly told the state auditor's Special Investigations Unit they were unaware Boutros received SPBVC or that he evaluated himself for SPBVC goals or related payments.
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The report concluded that although SPBVC was initially paid in 2018, a resolution passed by the board only referred to PBVC. Language built into the addendums of subsequent resolutions described bonus payments being approved by the board as “PBVC, one-time recognition, supplemental incentives.”
According to the report, some board members told the Special Investigations Unit they believed “supplemental incentives” only applied to the staff, not Boutros. Others were reportedly unable to explain the meaning behind the language. Meanwhile, an interview with MetroHealth’s former chief financial officer “indicated he was fully aware of the SPBVC and Dr. Boutros’ participation,” the report says.
Boutros told investigators he interpreted his contract to grant him all benefits given to senior executives, including SPBVC. MetroHealth disputed Boutros’ argument that the language in his contract covered SPBVC.
Contract law, the auditor’s report says, requires ambiguities in contract language to be interpreted in favor of the party that did not create the contract, leading the office to conclude that Boutros was not unreasonable in his interpretation.
The report says the office’s objective was to assist the Cuyahoga County Prosecutor’s Office in determining whether criminal acts had been committed, not to decide whether Boutros or the MetroHealth board was correct in interpreting the contract.
“If his interpretation was not unreasonable then, even if he was incorrect, the State would be unable to prove, beyond a reasonable doubt, that Dr. Boutros obtained these funds from MetroHealth either ‘without the consent of the owner’ or ‘by deception.’
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“This means that we do not need to reach a conclusion as to which interpretation of this clause in the contract is legally correct. The manner in which the contract was drafted creates the ambiguity which makes Boutros’ interpretation, and thus his actions, not unreasonable and, therefore, not criminal,” the report says.
The MetroHealth board said in a statement that though the auditor’s office did not conclude Boutros’ actions were criminal, the report clarified that Boutros did not share the development and management of the SPBVC program directly with the board. It also pointed out that the auditor’s office could not identify any supporting documentation showing the board authorized Boutros to participate in the program.
“These facts make it clear that the Board acted properly in terminating Dr. Boutros for cause and recouping millions of dollars in unauthorized bonus payments,” the board said.
Meanwhile, Boutros and his attorneys said the findings clear him of wrongdoing and show that MetroHealth’s board did not effectively oversee Boutros’ compensation.
“I am gratified that the Auditor of State’s comprehensive investigation has confirmed the truth about my compensation and proves that I have done nothing wrong,” he said in a statement. “Despite how my tenure ended, my 10 years at MetroHealth were the most gratifying of my career. I love the staff and patients and am honored to have led a team that significantly improved healthcare in Cuyahoga County, and shepherded MetroHealth to become the most socially responsible health system in Ohio.”
Boutros filed two lawsuits against his former employer, the first in November 2022, shortly after he was fired by the MetroHealth board of trustees. He filed a second lawsuit against MetroHealth on Dec. 15, 2022, claiming defamation of character, wrongful termination and breach of contract.
Citing poor health, Boutros requested a dismissal of the second lawsuit, which was honored by the court, in December 2023. Representatives said he planned to re-file that lawsuit after completing treatment for his illness.
And in October 2024, the first lawsuit Boutros filed, accusing the board of "multiple violations of Ohio's Open Meetings Act," was dismissed by a judge.
Over the summer, the board of trustees for the county’s public health system fired president and CEO Airica Steed, who succeeded Boutros. In October, the board appointed longtime executive Dr. Christine Alexander-Rager to the role through 2025.
This story first appeared in Crain's Cleveland Business.
