The dispute between MetroHealth and its former CEO, Dr. Akram Boutros, has escalated yet again.
Boutros on Monday, Nov. 28, filed a lawsuit in Cuyahoga County Court of Common Pleas detailing what he alleges are "multiple violations of Ohio's Open Meetings Act" and the MetroHealth System's board of trustees bylaws by the board and its chair, Vanessa L. Whiting.
A statement from Boutros' lawyer, Jason Bristol of Cohen Rosenthal & Kramer LLP, said the lawsuit "is the result of an investigation that clearly demonstrates the wanton disregard for Ohio's Open Meetings Act and the board bylaws ... in both the hiring process for the health system's new CEO and the so-called investigation of Dr. Boutros' compensation."
Bristol's statement indicates 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 CEO.
MetroHealth's board on Monday, Nov. 21, announced it had fired Boutros and said he had given himself more than $1.9 million in unauthorized bonuses over four years. The health system said it uncovered the improper bonuses during the transition process from Boutros, who intended to leave the CEO job at the end of the year, to incoming CEO Airica Steed, a veteran Chicago healthcare executive.
Boutros has denied the allegations and said the board authorized all bonuses. He said the system is retaliating against him for blowing the whistle on what he characterizes as the board's violation of state sunshine laws.
Whiting, via MetroHealth's media relations team, issued the following statement:
"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."
Boutros' lawsuit follows MetroHealth's release on Friday, Nov. 25, of a report that details the health system's case against its former CEO.
The report is based on an investigation by the Tucker Ellis law firm and focuses on "Supplemental Performance Based Variable Compensation," or Supplemental PBVC — bonuses available to top executives if the system met certain financial goals.
It stated that "neither the board's nor the MetroHealth System's national compensation consultants were aware of any Supplemental PBVC compensation paid to Boutros, and Boutros appears to be the key individual working with compensation consultant, Sullivan Cotter, to prepare the data that was subsequently used by both compensation consultants." The report added that Boutros "did not otherwise acknowledge or disclose his receipt of Supplemental PBVC bonus compensation at other points in time in which such a disclosure would be relevant, including during contract negotiations."
A spokesperson at the office of Cuyahoga County prosecutor Michael O'Malley on Monday would only confirm that the office had been in contact with the Ohio Ethics Commission over the matter, but declined further comment.
The MetroHealth report, prepared by John McCaffrey, a Tucker Ellis partner, stated, "The facts here suggest that Boutros may have engaged in conduct involving the offense of theft in office, in violation of R.C. 2921.41, and perhaps the offense of falsification, in violation of R.C. 2921.13."
This story first appeared in Crain's Cleveland Business.