Module 6 - Worley - Investigation Report

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Apr 3, 2024

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Module 6-Investigation Report | Christina Worley – 2/18/24 Module 6 – Investigation Report Introduction MetroHealth System is a public hospital, with its main campus located in Cleveland, Ohio. At the time, the President and Chief Executive Officer was Akram Boutros, MD. In November 2021, Boutros announced his retirement for the end of December. While searching for a replacement President and CEO, it was discovered that “Boutros received annual additional Performance Based Variable Compensation (PBVC) payments in the years 2018-2022 (for performance in the years 2017-2021) beyond those amounts called for in Boutros’s employment agreement, and without the BOT’s apparent knowledge or approval” (McCaffrey, 2022, pg. 5). It was alleged that Boutros received supplemental bonus payments that totaled over $1.9 million dollars. In late 2022, the Board of Trustees (BOT) hired Tucker Ellis LLP to investigate the Supplemental PBVC payments that were made to Boutros. Tucker Ellis released their investigation report on November 19, 2022. This assignment will review and analyze the investigative report issued by Tucker Ellis LLP to ensure it has the appropriate structure and contains all of the necessary components for a professional, objective, and detailed report. Structure & Components of the Investigation Report Executive Summary The executive summary is a brief overview of the incident investigation report and should include the following details: the date, time, and location of the incident, the nature of the incident, any injuries or damages resulting from the incident, the findings of the investigation, and any recommendations for corrective action (Tims, 2023). It is also recommended that the

Module 6-Investigation Report | Christina Worley – 2/18/24 executive summary be written for readers with various perspectives since the report may be read by persons with different agendas and objectives (Missal et al., 2015). Case IQ states, “This may be the most important component of the investigation report because many readers won’t need to go beyond this section. High-level stakeholders get an overall picture of the allegations, investigation, and outcome without having to pour over the details” (n.d., para. 11). When reviewing the MetroHealth System investigation report, the Executive Summary begins by explaining the nature of the incident; President & CEO, Akram Boutros, MD failed to disclose additional bonus compensation he received between 2018-2022. The executive summary also states, “By his own admission and supported by numerous documents” (McCaffrey, 2022, pg. 4), which provides the reader with the context that the bonus payments Boutros received are not disputed by Boutros; he has admitted to receiving these payments. The executive summary is broken down even further by a bulleted section of key facts. The key facts are the crucial details that are related to the incident that is being investigated. McCaffrey lists out the key facts of the incident:  The CEO is to receive his salary plus performance based variable compensation (PBVC) set at 35% of base salary. If additional PBVC goals are met, this bonus could be extended to 52.5% of base salary. These numbers come directly from the CEO’s employment agreement.  It was found that Boutros’s PBVC bonus compensation was 80% of his base salary and in the last two years, was at 90% of base salary.  Boutros admitted he did not self-disclose the additional bonus payments he received.

Module 6-Investigation Report | Christina Worley – 2/18/24  Boutros also admitted he assessed his own self against the goals of the PBVC, and that although the Board is supposed to determine all compensation to be paid to the CEO, the Board had no knowledge of Boutros’s bonus payments (McCaffrey, 2022). The executive summary concludes with a recommendation for corrective action by stating, “This evidence, at minimum, establishes the Board’s right to terminate Boutros’s employment for Cause, as defined in the employment agreement. And, at worse, this evidence suggests that Boutros may face potential criminal liability for Ohio ethics violations, theft in office, and other related statutes” (McCaffrey, 2022, pg. 5). Preliminary Case Information In the MetroHealth System’s investigation report, McCaffrey included an introduction section after the executive summary. The introduction section of this report is a detailed description of the timeline of events. This part of the report is important because it provides the reader with additional information about the internal investigation that MetroHealth System’s legal counsel performed. After legal counsel became involved, Boutros, along with the assistance of his own legal counsel, arranged for repayment of $2,104,337.12 of Supplemental PBVC funds that had been paid to him. Additionally, on November 1, 2022, Boutros self-reported the PBVC funds received and repayment to the Ohio Ethics Commission (McCafferty, 2022). It was at this point that Tucker Ellis LLP was brought on to “report to the BOT with its initial findings and recommendations on an expedited timetable, recognizing in this instance, it was critical to find the truth quickly rather than explore every possible avenue” (McCafferty, 2022, pg. 6).

Module 6-Investigation Report | Christina Worley – 2/18/24 Details of Investigation This section of the report “describes the steps taken during the investigation, the methods used to gather evidence, and any obstacles encountered” (Muscad, 2024, para. 13). The investigation report by Tucker Ellis LLP included details regarding their investigation including: documentation, interviews, and statements to the Board. Documentation Harjani stated that “Reports that do not identify documents are not particularly helpful” (2018, pg. 2). He recommends that all documents in an internal investigation be identified in a manner that allows them to be easily retrieved, otherwise, the government could request the organization to produce and identify the documents (Harjani, 2018). Tucker Ellis LLP was initially provided with numerous documents that included, “Boutros’s employment agreements, payroll documents, emails concerning Supplemental PBVC metrics, Supplemental PBVC worksheets, compensation-related Board resolutions, and PowerPoint presentations relating to modifications to the System’s executive compensation plan” (McCafferty, 2022, pg. 7). Additionally, documents regarding Boutros’s employment were also provided. Tucker Ellis LLP also worked with compensation consultants, Sullivan Cotter and Associates, Inc., and USI Insurance Services to obtain documents and emails in which they communicated with MetroHealth. Tucker Ellis LLP also utilized select search terms to identify and retrieve email communications between Michael Phillips, MetroHealth’s General Counsel and Boutros.

Module 6-Investigation Report | Christina Worley – 2/18/24 Interviews Fitzgerald et al. states “Interviews serve several purposes in the context of a corporate investigation, including the scoping of an investigation, understanding the facts and issues from witnesses, understanding accountability and potential aggravating or mitigating evidence from a subject” (2023, para. 9). Documentation is an important part of an investigation, and can provide underlying information, but an interview can provide more context on the incident, and sometimes, “shed light on the reasoning, rationale and motivation of those involved and allow for an individual’s credibility to be assessed” (Fitzgerald et al., 2023, para. 5). Tucker Ellis LLP noted that they conducted interviews with several individuals in and outside of the MetroHealth System. When interviewed, Boutros acknowledged that the Board had the authority to determine and award the PBVC bonus payments; however, he admitted that the Board never requested information on his compensation, but if they had, he would have disclosed it. Boutros also admitted that the Board was never presented with the metrics used to determine PBVC payments, and that Boutros and his senior leadership team selected the metrics themselves to determine the payments. Boutros was evaluated by an Executive Vice President that reported to him and based on that evaluation, his PBVC payment was awarded (McCafferty, 2022). It is important to note how vital this interview with Boutros is to the investigation. Tucker Ellis LLP was presented with multiple documents showing that Boutros did receive the supplemental PBVC payments; however, those documents do not tell the whole story. If they had not interviewed Boutros, they may have never known that Boutros admitted that he knew the Board was responsible for issuing the PBVC payments, but instead, he ignored the procedures in place and instead, created his own evaluation system in order to receive the PBVC payments.

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