Fired MetroHealth CEO sues over termination, claims ‘illegal firing’

Making good on a threat to take legal action, Akram Boutros said his termination was improper. The board said Boutros was ousted for paying himself $1.9 million in bonuses without board approval.

Former MetroHealth CEO Akram Boutros vowed to pursue legal action after the system’s board fired him, and he wasted little time in backing up those words.

Boutros is suing MetroHealth, saying the Cleveland-based system acted improperly in terminating him Nov. 22. Boutros, who was slated to step down at the end of the year, said the board’s firing was retaliatory and that the board violated Ohio state law in hiring his successor, Airica Steed. He said in the suit that the “illegal firing” gives him claims against MetroHealth and its board.

In that court filing in the Cuyahoga County Court of Common Pleas, Boutros said he plans to file a separate lawsuit “to recover damages from this retaliation and other misconduct.”

MetroHealth said the board fired Boutros because he paid himself more than $1.9 million in bonuses from 2017 through 2021 without notifying the board or seeking board approval. Only the board can set compensation for the system’s chief executive, Vanessa Whiting, chairwoman of MetroHealth’s board of trustees, said in a statement.

MetroHealth’s board demanded repayment of the bonuses. On Oct. 31, Boutros repaid $2.1 million, which represented the supplemental bonus money, and more than $124,000 in interest, the system said.

Details on the suit

In the lawsuit, the former CEO alleges that the MetroHealth board skirted Ohio’s open meeting law “in orchestrating and executing Dr. Boutros’ discharge.”

The suit also claims that the board acted improperly by “secretly hiring counsel” to investigate Boutros. And he argues that the board moved to fire Boutros without mandatory public notices and deliberation.

Jason Briston, Boutros’ attorney, issued a statement explaining the suit, Cleveland.com reported.

“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,” Bristol said.

MetroHealth said Boutros was terminated after an outside investigation uncovered that Boutros had secretly paid himself $1.9 million in bonuses.

MetroHealth board report

On Nov. 25, the MetroHealth board released the report on the investigation of Boutros by the law firm, Tucker Ellis, which investigated the bonus payments.

Boutros, by his own admission, did not involve the board in the payment of the bonuses or the establishment of benchmarks to determine his eligibility for bonus payments. Only the board is authorized to determine the CEO’s compensation, the report stated.

The bonuses approached Boutros’ base salary, according to the report. “The performance bonus compensation Boutros received exceeded 80% of his base salary in each relevant year and in the last two years exceed 90% of his base salary,” the report stated. Boutros never disclosed his payment of bonuses to the board at relevant times, including contract negotiations, the report stated.

“This evidence, at a minimum, establishes the Board’s right to terminate Boutros’s employment for Cause, as defined in the employment agreement,” the report stated. “And, at worse, this evidence suggests that Boutros may face potential criminal liability for Ohio ethics violations, theft in office, and other related statutes.”

Whiting said in a statement Nov. 23 that Boutros’ allegations of improper conduct by the board “are false and a distraction from the facts we have previously communicated about the issue at hand.”

Boutros began serving as MetroHealth’s CEO in 2013. In November 2021, he announced he planned to retire at the end of December 2022.

Airica Steed, executive vice president/system chief operating officer of Sinai Chicago Health System and president of Mount Sinai and Sinai Children’s Hospital, takes over as MetroHealth’s president and CEO on Dec. 5. MetroHealth announced the selection of Steed as the next CEO in September.

MetroHealth operates four hospitals and dozens of sites of care in and around Cleveland.