Norman Regional Hospital Authority - Special Meeting

NORMAN REGIONAL HOSPITAL AUTHORITY Special Business Meeting November 4, 2024 MINUTES The Norman Regional Hospital Authority met in a Special Business Meeting, Monday, November 4, 2024 at 6:00pm in the 1st Floor Board Room at Norman Regional Hospital. The meeting agenda was posted on the NRHS and Norman/City Websites and at the entrance of Norman Regional Hospital on Wednesday, October 30, 2024. Members Present: Doug Cubberley, Chairman Joan Greenleaf Kevin Pipes Jerome (Jerry) Weber, Ph.D. Mary Womack James Chappell Dr. Muhammad Anwar Dr. Kelley Lobb Paula Roberts Others Present: Rick Wagner, CEO & Chief Financial Officer Dr. Aaron Boyd, CEO & Chief Physician Officer Elaine Purvis, VP & Chief Strategy Officer Keith Minnis, VP & Chief People Officer Larry Harden, Administrative Director, Risk & Compliance Stuart England, Floyd & Driver Jeff Raley, Floyd & Driver Adam Childers, Attorney Members Absent: Brittni McGill, VP & Chief Nursing Officer Recorder: Claudia Todd, Executive Assistant I. Call to Order Mr. Cubberley called to order the November 4, 2024 Special Business Meeting at 6:00pm. II. Recommend Approval of Line of Credit ACTION TAKEN: Dr. Weber made a motion to approve the renewal of the Line of Credit between Norman Regional Health Authority and BancFirst as Recommended by the Finance Committee. Mr. Chappel seconded and the motion was approved with aye votes from Mr. Cubberley, Mr. Chappel, Dr. Weber, Dr. Lobb, Mr. Pipes, Dr. Anwar, Ms. Greenleaf and Ms. Womack. NRHA Special Board Meeting 2 November 4, 2024 Ms. Purvis, Mr. Wagner, Mr. Minnis, Dr. Boyd, Mr. Harden, Ms. Todd, Mr. England and Mr. Raley left the meeting at 6:07pm Ms. Roberts arrived at the meeting at 6:07pm. III. Proposed Executive Session A. Proposed Vote to Convene an Executive Session Pursuant to 25 O.S. Sec. 307.B.1 to hold a Privileged Attorney-Client Discussion with Legal Counsel Regarding the Terms and Conditions of Employment Agreements for both Co-CEOs, and the Terms and Conditions of the Co-CEO Job Descriptions to be Incorporated into the Employment Agreements. ACTION TAKEN: Dr. Weber made a motion to adjourn into Executive Session. Ms. Greenleaf seconded and the motion was approved unanimously with aye votes from Mr. Cubberley, Mr. Chappel, Dr. Weber, Ms. Womack, Ms. Greenleaf, Dr. Lobb, Mr. Pipes and Dr. Anwar. B. Request to Adjourn Out of Any Such Executive Session and Return to Regular Session. ACTION TAKEN: Dr. Weber made a motion to adjourn into Executive Session. Mr. Chappel seconded and the motion was approved unanimously with aye votes from Mr. Cubberley, Mr. Chappel, Dr. Weber, Ms. Womack, Ms. Greenleaf, Dr. Lobb, Mr. Pipes, Dr. Anwar and Ms. Roberts. Mr. Cubberley noted the Board returned to regular session. There were no decisions or votes taken except to return to regular session and any information shared during the Executive Session is privileged and needs to remain in Executive Session. C. Proposed Vote to Approve or Disapprove the Employment Agreements and the Job Descriptions Incorporated into the Employment Agreements for both CEOs. i. Motion to Approve the Employment Agreement and the Job Description Incorporated therein for Co-CEO Rick Wagner. Ms. Greenleaf asked to make the following statement: “I have throughout this process, during and since September 24, 2024, shared with my fellow Trustees my concern regarding “Dual Roles” in Health Systems Executive Positions. During the September 24, 2024 Board Meeting there was a “sense of urgency” to reach a final decision approving the Co-CEO positions for NRHS. In retrospect, I regret not delaying that decision, allowing time for the Board members to consider all present and future outcomes of NRHA Special Board Meeting 3 November 4, 2024 that decision. I did, however, approve the Co-CEO role and will stand by my decision to support and observe this arrangement for six (6) months. That being said, I cannot support the Dual-Role of Co-CEO and CFO. This is a huge risk to the Health Care System, unprecedented and unwise for any organization. It invalidates the necessary “checks and balances” in the organization, putting at risk the most sound and beneficial financial decision making for NRHS. Our community has always supported our hospital. They have trusted that we, the Board and Leaders, will make the appropriate decisions to build and maintain a health care system dedicated to Quality Care in a Safe environment. The Fiduciary Duty of this Board is to do just that. I respectfully do not support the contract for Co-CEO and CFO combined.” ACTION TAKEN: Dr. Weber made a motion to approve the Employment Agreement and the Job Description Incorporated therein for the Co-CEO Rick Wagner. Mr. Chappel seconded and the motion was approved with aye votes from Mr. Cubberley, Mr. Chappel, Dr. Weber, Dr. Lobb, Mr. Pipes, Dr. Anwar and Ms. Roberts. Ms. Greenleaf dissented and Ms. Womack abstained. ii. Motion to Approve the Employment Agreement and the Job Description Incorporated therein for Co-CEO Dr. Aaron Boyd. ACTION TAKEN: Dr. Weber made a motion to approve the Employment Agreement and the Job Description Incorporated therein for the Co-CEO Dr. Aaron Boyd. Mr. Chappel seconded and the motion was approved with aye votes from Mr. Cubberley, Mr. Chappel, Dr. Weber, Dr. Lobb, Mr. Pipes, Dr. Anwar, Ms. Roberts, Ms. Greenleaf and Ms. Womack. IV. Adjournment ACTION TAKEN: Dr. Weber made a motion to adjourn the meeting at 7:40pm. Mr. Chappel seconded and the motion was approved with aye votes from Mr. Cubberley, Mr. Chappel, Dr. Weber, Dr. Lobb, Mr. Pipes, Dr. Anwar, Ms. Roberts, Ms. Greenleaf and Ms. Womack. NRHA Special Board Meeting 4 November 4, 2024 Respectfully Submitted, Mary Womack, Vice Chair/Secretary