Bourtos v. MetroHealth

Motion No.
5119368
NAILAH K. BYRD
CUYAHOGA COUNTY CLERK OF COURTS
1200 Ontario Street
Cleveland, Ohio 44113
Court of Common Pleas
MOTION TO...
September 21,2023 17:47
By: JASON R. BRISTOL 0072989
Confirmation Nbr. 2970676
AKRAM BOUTROS, M.D. CV 22 972601
vs.
Judge: SHANNON M. GALLAGHER
THE METROHEALTH SYSTEM, ET AL.
Pages Filed: 91
Electronically Filed 09/21/2023 17:47 / MOTION / CV 22 972601 / Confirmation Nbr. 2970676 / CLAJB
IN THE COURT OF COMMON PLEAS
CUYAHOGA COUNTY, OHIO
AKRAM BOUTROS, M.D., ) Case No.: CV-22-972601

)
Plaintiff, ) Judge Shannon M. Gallagher
)
v. )
) PLAINTIFF’S MOTION TO COMPEL
THE METROHEALTH SYSTEM, ) THE DEPOSITION TESTIMONY OF
et al., ) AIRICA STEED
)
Defendants. )
)
Pursuant to Civ. R. 37(A)(1), L.R. 8.0(E), and this Court’s Litigation Preferences, Plaintiff
Akram Boutros, M.D., hereby moves the Court for an Order compelling the deposition testimony
of Defendant The MetroHealth System’s Chief Executive Officer, Airica Steed. Ms. Steed’s
deposition was properly noticed by Plaintiff’s counsel; however, Ms. Steed has refused to appear
as noticed, and despite multiple communications and conferrals with defense counsel on the topic,
Defendant maintains its position that Ms. Steed will not appear for a deposition absent a Court
order to do so. Defendant’s position is contrary to the Civil Rules and Local Rules of this Court,
and the Court should Order Ms. Steed to appear for deposition. A proposed order is attached to
this Motion as Exhibit 1.
FACTUAL BACKGROUND
I. Introduction
On November 21, 2022, Defendant The MetroHealth System terminated the employment
of Plaintiff Akram Boutros in reliance on an investigative report which concluded that Dr. Boutros
had received “unauthorized” bonus compensation from 2018-2022 which he had supposedly
Electronically Filed 09/21/2023 17:47 / MOTION / CV 22 972601/ Confirmation Nbr. 2970676 / CLAJB
concealed from the MetroHealth Board of Trustees, from the Defendants’ executive compensation
consultants - Sullivan Cotter and Findley Davies - and from the media. The termination and
subsequent statements released by MetroHealth and its agents destroyed Dr. Boutros’s reputation
and eliminated his future prospects for employment.
The termination was rushed and by its very terms, the investigative report was incomplete.
The Board of Trustees received the report on Saturday morning, November 19, 2022, and voted to
terminate Dr. Boutros’s employment less than 72 hours later, on Monday evening. Discovery has
revealed that every basis and supposed justification for the termination was false.
MetroHealth terminated Dr. Boutros’s employment because he supposedly concealed his
receipt of supplemental incentive payments and his actual total cash compensation from the Board
of Trustees. But even the Defendants’ incomplete discovery has revealed documents plainly
showing that as of 2019, Dr. Boutros formally presented his actual total cash compensation to the
Board of Trustees, including all supplemental incentives. Such documents were withheld from the
system’s investigator, John McCaffrey of the law firm Tucker Ellis. Discovery has also confirmed
that MetroHealth books and records showing all of Dr. Boutros’s compensation, and all manner
of details about the supplemental incentives received by him and other senior leaders, were at all
times available to members of the Board of Trustees and that Dr. Boutros did nothing to prevent
them from accessing them.
And discovery has revealed that the Board of Trustees had its own independent
compensation consultant who was contractually obligated to “report to the Board on all aspects of
Plaintiff’s total compensation, including his “current remuneration,” his “base,” and his “variable
compensation.” The consultant’s contract stated that it would provide the Board an “analysis of
MetroHealth executives’ total remuneration package with recommendations and observations
concerning specific items of consideration.” The engagement further provided that the consultant,
Findley Davies, would provide the Board with a review and analysis of “compensation history”
and “incentive compensation documentation” for Plaintiff and other executives.” Once the Board’s
independent consultant was in place, Dr. Boutros was recused from the consultant’s discussions
with—and work done for—the Board. He had no involvement in the Board consultant’s
compensation analyses and presentations to the Board in 2017 or any time thereafter, and no ability
to influence or interfere with the consultant’s complete and total access to MetroHealth’s books
and records.
Another conclusion justifying MetroHealth’s termination of Dr. Boutros’s employment
“for cause” was that he supposedly concealed the existence of the supplemental incentive portion
of the PBVC plan, and the amount of supplemental payments he received, from the system’s
compensation consultant, Sullivan Cotter, on whose analysis the Board of Trustees’ compensation
consultant, Findley Davies, purportedly relied. Y et documents produced by these consultants show
Dr. Boutros explaining to both consultants that an “[a]dditional Supplemental incentive is
distributed only (1) after everyone has been awarded their PBVC payments, (2) there are monies
remaining in the funded incentive pool, and (3) there are personal significant achievements outside
the organizational scorecard.” These emails were not provided by MetroHealth to their
investigator for preparation of his report, or to the Plaintiff in discovery.
Also supporting MetroHealth’s wrongful termination of Dr. Boutros’s employment was
the supposed concealment of his receipt of supplemental incentives from the Plain Dealer in 2018.
Discovery has revealed that the information provided to the Plain Dealer was the result of a normal,
public records request response process led by MetroHealth’s legal department and was followed
up by a disclosure from Dr. Boutros to the entire Board of Trustees and the system’s chief legal
officer explaining what was presented and stating the he “informed the reporter that it may be
difficult to understand and does not represent the full picture... [that he] would be open to meeting
with her next week if she requires additional explanation [and inviting the Board of Trustees to]
contact him directly on [his] cell ... if [they] had any questions.” None did. Nor did the reporter.
Nor did the investigator inquire of Dr. Boutros what he meant by this disclosure. More importantly,
MetroHealth never provided the investigator with at least 3 other articles that appeared in
Cleveland, Columbus and Cincinnati, subsequent to the Plain Dealer report, where Dr. Boutros’s
correct compensation, including supplemental incentives, was fully disclosed.
Finally, MetroHealth claimed the right to terminate Dr. Boutros’s employment on the
grounds that the Board of Trustees had never delegated to him the authority to participate in all
components of the PBVC plan, including supplemental incentives paid to all eligible executives,
or to self-evaluate. But discovery has revealed that in 2017, in conjunction with changes to the
PBVC plan that resulted in the payment of supplemental incentives in subsequent years, then
Board Chair Tom McDonald and his successor Defendant Vanessa Whiting, were informed by
MetroHealth’s chief legal officer that “self-evaluation” by Dr. Boutros was to be an integral part
of the process for “Board consideration of executive compensation arrangements,” including CEO
pay. And discovery has revealed that at no point did the Board reserve for itself any exclusive
right to approve or award supplemental incentives, or other fringe benefits, either under the
PBVC Plan or pursuant to its own policies and delegations. Nor did the Board of Trustees
conduct evaluations of Dr. Boutros for purposes of determining any element of his
compensation.
Contrary to the Defendants’ contention in announcing Dr. Boutros’s firing that he
acted without authority, resolutions approving the Board’s Executive Compensation
Methodology from 2013 through 2022 each state that
the Board will delegate authority to the President and Chief

Executive Officer to implement and follow this Performance
Based Variable Compensation plan, as amended annually.1
The Board did not reserve to itself any authority to award such payments under the Plan to
Dr. Boutros or to other senior leaders. In fact, the documentation explicitly gives that right and
authority to Dr. Boutros himself. Dr. Boutros played by the rules set for him by the Board, yet the
Board still fired him and defamed him by calling him a liar and a thief.
II. Airica Steed’s Involvement and Relevant Testimony
Airica Steed is the President and Chief Executive Officer of Defendant The MetroHealth
System. She is the highest-ranking officer, agent, and spokesperson for Defendant. During the fall
of 2022, shortly after Plaintiff’s termination, she personally made and endorsed defamatory
statements about matters covered by this lawsuit and was personally involved in decision-making
that damaged Plaintiff. Ms. Steed publicly accused Plaintiff of committing “sins,” of making a
“poor decision,” of “casting a shadow” or placing a “dark cloud” over MetroHealth. She has
proclaimed “the Board made the right decision” in firing Plaintiff. These statements were
unfounded and seriously damaging to Plaintiff. At the time the statements were made Plaintiff
believed they demonstrated that Ms. Steed had acted with malice by prejudging the facts before
receiving the results of what was supposed to be a subsequent, independent audit by the national
accounting firm BDO surrounding the very issues that gave rise to this lawsuit. Discovery has
1 See Resolution 18608 (2013); Resolution 19108 (2017); Resolution 19219 (2018);
Resolution 19501 (2022).
revealed that the BDO Report was an advocacy piece prepared under the supervision and direction
of one of Defendants’ lawyers. Discovery has also revealed significant documentary evidence
detailing the falsity of the statements contained in the BDO Report and of malice.
For example, discovery revealed that on February 20, 2023, Ms. Steed received an e-mail
from then MetroHealth CFO Craig Richmond informing her that the BDO report the System was
about to release to the public was “materially flawed,” “results oriented,” “inaccurate,”
“mischaracterizes the incentive program,” that BDO failed to “interview key people,” and “the
BDO report should not be released.” The e-mail contained fifteen detailed bullet points in support
of the CFO’s warning that the report should not be released to the public. Nevertheless,
MetroHealth, under Steed’s leadership, released the report anyways (without modification) further
defaming and damaging Plaintiff. Both Ms. Steed’s conduct on behalf of MetroHealth, and her
status as an officer of Defendant, make her a typical candidate for a discovery deposition.
Plaintiff noticed Ms. Steed’s deposition on July 31, 2023 pursuant to Civ.R. 30. See
Exhibt 2 ("Bristol Aff"), at *6. On August 2 Defendant wrote to Plaintiff’s counsel “Let me be
very clear: we have no intention of allowing you to depose Dr. Steed absent a court order, and
we will oppose any efforts on your part to obtain one.” Bristol Aff., at *7. The
communication went on to call Plaintiff’s deposition notice a “nullity,” and again reiterated
that Defendant would “refuse to produce her for deposition.” Bristol Aff., at *8. The
communication also made clear that any effort to subpoena Steed would be futile since
Defendant would object to the subpoena and “refuse to produce her for deposition.” Bristol Aff.,
at *9.
On August 3, the undersigned asked counsel to reconsider his position in light of the above
referenced facts, Civ.R. 26(B)(1), and due to the fact that Defendant had produced other officers
and employees in response to a deposition notice without objection. Bristol Aff., at *10. On
August 7 Defendant reiterated its position that “we are not inclined to schedule a deposition of Dr.
Steed in this matter.” Bristol Aff., at ^11. On August 12 Plaintiff's counsel sought Defense
counsel’s availability for a call with the Court to discuss its refusal to produce Steed, but Court
involvement was delayed due to defense counsel’s vacation schedule. Bristol Aff., at ^12. A meet
and confer session was held on August 15 where the matter was discussed again, but Defendant
would not change its position. Bristol Aff., at ^13. A final meet and confer session was held on
August 25, where Defendant stated “Steed says she will not appear for a deposition without a Court
Order.” Bristol Aff., at ^15. Plaintiff's counsel sought Court assistance on August 31, 2023, and
was given permission to file the instant motion on September 18, 2023. Bristol Aff., at ^16.
LAW AND ARGUMENT
Civil Rule 26 provides that “Parties may obtain discovery regarding any nonprivileged
matter that is relevant to any party’s claim or defense and proportional to the needs of the case...”
The decision to grant or deny a motion to compel discovery “’lies within the sound discretion of
the trial court.’” K&D Management, L.L.C. v. Jones, 8th Dist. Cuyahoga No. 110262, 2021-Ohio-
4310, ^58, quoting Seget v. Seget, 8th Dist. Cuyahoga No. 83905, 2004-Ohio-6289, ^9.
Ms. Steed’s conduct on behalf of MetroHealth makes her a typical candidate for a
discovery deposition. Plaintiff is entitled to know who, if anyone, urged her to make such
statements about Plaintiff and the facts surrounding his termination, who she consulted in
determining to release the BDO report despite it being materially flawed, false, and defamatory,
and any other relevant facts that tend to prove Plaintiff’s claims, support his damages, or defeat
Defendants’ defenses. See Civ.R. 26(B)(1). She injected herself into the facts of this dispute,
made decisions relevant to this dispute, and should be required to sit for deposition. Plaintiff’s life
and career were destroyed by Defendants’ conduct, he has sustained tens of millions of dollars in
Electronically Filed 09/21/2023 17:47 / MOTION / CV 22 97260?/ Confirmation Nbr. 2970676 / CLAJB
damages, and a deposition of the organization’s CEO is in no way disproportional to the needs of
the case.
The Court should enter an order compelling Ms. Steed to appear for deposition. Pursuant
to Civ.R. 37(A), a party may move the court to compel an uncooperative person or party who is
failing to participate in discovery to so participate. Defense counsel’s contention that Ms. Steed
is immune from discovery because she is not a party should be unavailing. Moreover, pursuant to
Civ.R. 37(D)(1)(a)(i), a party’s officer who fails to appear for deposition with a proper notice is
also subject to sanctions. This provision of Rule 37 demonstrates that an officer of a party is
appropriately compelled to testify at deposition through proper notice as opposed to a subpoena.
The rule states
(a) Motion; grounds for sanctions
The court may, on motion, order sanctions if:
(i) A party or a party's officer, director, or a managing agent ... fails, after being
served with a proper notice, to appear for that person's deposition. . .
(emphasis added). There is scant Ohio law on the issue, but federal courts interpreting the virtually
identical civil rules routinely hold that a notice of deposition is sufficient to require the attendance
of a non-party witness if that person is an officer, director, or managing agent of a party. See, e.g.,
EEOC v. Honda ofAm. Mfg., Inc., 2007 U.S. Dist. LEXIS 14496 (S.D. Ohio 2007).
Here, Ms. Steed, who is an officer of Defendant MetroHealth, received proper notice of
her deposition and refused to appear.2 She is a witness with information relevant to the facts
alleged in the Complaint and to Dr. Boutros’s defamation claims in particular. Defendants have
2 Issuing a subpoena would have been futile because Defense counsel informed Plaintiff’s counsel
that Ms. Steed would not appear for deposition pursuant to notice or a subpoena absent a court
order. See Bristol Aff., at ^9.
been on notice since at least August 14, 2023 of the specific allegations involving Ms. Steed. See
Plaintiff Akram Boutros M.D.’s Responses to Defendant The MetroHealth System’s First Set of
Interrogatories and Requests for Production of Documents, Answer to Interrogatory No. 15
and Table of Defamatory and False Statement attached thereto as Exhibit 2 (Bristol Aff., ^17).
The Defendant has not demonstrated any prejudice or undue hardship that would ensue from
deposing this witness. Under the circumstances, a motion to compel her testimony is the
appropriate avenue to achieve her compliance, and the Court should enter an Order
compelling her attendance at deposition.
CONCLUSION
For the forgoing reasons, Plaintiff respectfully requests that the Court grant his Motion to
Compel and enter the attached Proposed Order compelling Airica Steed to sit for a deposition at a
time and place mutually agreed upon by the parties.
Respectfully submitted,
/s/ Jason R. Bristol_______________

Jason R. Bristol (0072989)
jbristol@crklaw.com
Joshua R. Cohen (0032368)
j cohen@crklaw.com
James B. Rosenthal (0062872)
jbr@crklaw.com
Cohen Rosenthal & Kramer LLP
3208 Clinton Avenue
(216)815-9500
(216)781-8061(Fax)
Kevin M. Spellacy (0042372)

kspell@mghslaw.com
James R. Wooley (0033850)
jwooley@mghslaw.com
Hilow & Spellacy Co., LLC
323 W. Lakeside Avenue, Suite 200
Cleveland, oH 44113
216-344-9220
Attorneys for PlaintiffAkram Boutros, M.D.
CIV. R. 37 CERTIFICATION
The undersigned hereby certifies that he attempted in good faith to confer with Counsel for
Defendants to secure Ms. Steed’s attendance at her properly noticed deposition without court
action. Unfortunately, the matter could not be resolved without court assistance.
/s/ Jason R. Bristol_____________

Electronically Filed 09/21/2023 17:47 / MOTION / CV 22 9726010 Confirmation Nbr. 2970676 / CLAJB
CERTIFICATE OF SERVICE
I certify that a true copy of the foregoing was filed with the Court’s electronic filing systems
this 21st day of September, 2023, and service will be made by the Court’s automated system.
/s/ Jason R. Bristol___________

Electronically Filed 09/21/2023 17:47 / MOTION / CV 22 97260W Confirmation Nbr. 2970676 / CLAJB
EXHIBIT 1

)
)
v. )
) [PROPOSED] ORDER
THE METROHEALTH SYSTEM, )
et al., )
)
Defendants. )
)
Before the Court is the Plaintiff's Motion to Compel the Deposition Testimony of Airica
Steed. The Court having considered the Motion, the Opposition, and being fully advised in the
premises, it is hereby ORDERED and ADJUDGED that the Plaintiffs’ Motion to Compel the
Deposition Testimony of Airica Steed is GRANTED. The Parties are hereby ORDERED to
schedule and conduct the deposition of Airica Steed at a date and time mutually agreed upon by
the Parties, but in no event shall the deposition occur more than fourteen days after the issuance
of this ORDER.
Dated:
Judge Shannon M. Gallagher
Copies furnished to: Counsel of Record
EXHIBIT 2

)
)
V. )
) AFFIDAVIT OF ATTORNEY
THE METROHEALTH SYSTEM, ) JASON R. BRISTOL IN SUPPORT OF
etaL, ) PLAINTIFF’S MOTION TO COMPEL
) THE DEPOSITION TESTIMONY OF
Defendants. ) AIRICA STEED
)
I, Jason R. Bristol, being first duly sworn according to law, depose and state as follows:
1. lam over the age of eighteen (18) and competent to testify as to the matters stated
herein.
2. I am one of the attorneys for Plaintiff Akram Boutros, M.D., in the above-captioned
lawsuit. I have personal knowledge of the facts set forth in this Affidavit, and, if called to testify,
I could and would testify competently to the matters stated herein. I make this Affidavit in support
of Plaintiffs’ Motion to Compel the deposition of Airica Steed.
3. I am a Partner at Cohen Rosenthal & Kramer LLP (“CRK”) in Cleveland, Ohio. I
am in charge of the firm’s employment practice and have successfully litigated, tried, and resolved
complex employment law disputes for more than twenty years.
4. As an attorney at CRK, I am responsible for prosecuting, as lead counsel, federal
and state labor and employment claims, including claims arising under Title VII, the Americans
with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), Ohio’s Anti
Employment Discrimination statute, O.R.C. §4112.02, the Fair Labor Standards Act (“FLSA”),
the Ohio Minimum Fair Wage Standards Act, and various other parallel state and local municipal
wage and hour laws, among others.
5. I am the attorney for Plaintiff who has been leading the efforts related to discovery
in this matter, and I am the attorney who interfaced with opposing counsel on the discovery dispute
currently being considered by the Court.
Deposition of Africa Steed
6. I noticed Airica Steed’s deposition pursuant to Civ.R. 30 on July 31, 2023. See
Notice of Deposition attached hereto as Exhibit A.
7. On August 2,2023,1 received an email from defense counsel Mark Wallach stating,
among other things, “Let me be very clear: we have no intention of allowing you to depose Dr.
Steed absent a court order, and we will oppose any efforts on your part to obtain one.” See attached
Discovery Dispute Correspondence attached hereto as Exhibit B.
8. The communication went on to call Plaintiffs deposition notice a “nullity,” and
again reiterated that Defendant would “refuse to produce her for deposition.” Id.
9. The communication also addressed any effort by Plaintiff to subpoena Ms. Steed.
Mr. Wallach stated:
“If you decide to serve Dr. Steed with a subpoena, please direct it to me: I will
accept service of the subpoena, so that you have no reason to interfere with her
personal or professional duties. If you do so, we will file objections to any such
subpoena, and refuse to produce her for deposition.”
Based on this correspondence it was clear to me that neither a proper deposition notice nor a
subpoena would result in her attendance a deposition. Id.
10. On August 3,2023,1 wrote to Mr. Wallach and asked him to reconsider his position
in light of the specific facts surrounding her involvement in the dispute, Civ.R. 26(B)(1), and due
to the fact that Defendant had produced other officers and employees in response to a deposition
notice without objection. Id.
11. On August 7, 2023, Mr. Wallach reiterated Defendant’s position that “we are not
inclined to schedule a deposition of Dr. Steed in this matter.” Id. I interpreted this statement to
mean that the parties were at an impasse on the matter.
12. On August 12, 2023,1 wrote to Mr. Wallach to determine his availability for a call
with the Court in accordance with the Court’s Litigation Preferences to discuss Defendant’s refusal
to produce Airica Steed for deposition, but Court involvement was delayed because Mr. Wallach
requested that I hold off on contacting the Court until he returned from a vacation. I acquiesced
as a professional courtesy. Id.
13. A meet and confer session was held on August 15, 2023 between myself and
Defense Counsel Rachel Steinlage where the matter was again discussed, but Defendant would
not change its position.
14. On August 16, 2023,1 confirmed in writing that the matter still was not resolved
based on the most recent meet and confer session, and also addressed several other outstanding
discovery issues. Id.
15. I confirmed in writing that the matter still was not resolved based on the most
recent meet and confer session, and also addressed several other outstanding discovery issues. Id.
16. A final meet and confer session was held on August 25, 2023 after Mr. Wallach
returned from vacation, where I again discussed the reasons Defendant should produce Ms. Steed
for deposition, and Mr. Wallach stated “Steed says she will not appear for a deposition without a
Court Order.” “This is coming directly from her.”
17. I sought Court assistance on August 31, 2023, and was given permission to file the
instant motion on September 18, 2023.
18. Attached hereto as Exhibit C is a true and accurate copy of Plaintiff Akram Boutros
M.D.’s Responses to Defendant The MetroHealth System’s First Set of Interrogatories and
Requests for Production of Documents.
FURTHER AFFIANT SAYETH NAUGHT.
SWORN TO BEFORE ME and subscribed in my presence on the 21st day of September

2023. '
Marrlssa S. Murph
Notary Public, State of Ohio
My Commlealon Expiree
March •, 2024
EXHIBIT A

)
)
v. )
)
THE METRO HEALTH SYSTEM, et )
al., ) NOTICE OF DEPOSITION OF
) AIRICA STEED
Defendants. )
PLEASE TAKE NOTICE that pursuant to Rule 30 of the Ohio Rules of Civil Procedure,
Plaintiff Akram Boutros, M.D. will take the deposition of Airica Steed on Thursday, August 24,
2023, at the law firm of Matty, Henrikson & Greve LLC, located at 1001 Lakeside Avenue E, Suite
1410, Cleveland, Ohio 44114. The deposition shall begin at 10:00 AM EST and will be recorded
by stenographic means before a court reporter duly authorized to administer oaths and take
testimony.
The deposition will continue from day-to-day until completed and will be conducted
pursuant to the Ohio Rules of Civil Procedure. The scope of inquiry shall include all matters
relevant to the above-captioned lawsuit, and all matters that may lead to the discovery of relevant
information.
/s/ Jason R. Bristol______

jbristol@crklaw.com
Joshua R. Cohen (0032368)
j cohen@crklaw.com
James B. Rosenthal (0062872)
jbr@crklaw.com
3208 Clinton Avenue
(216)815-9500
(216)781-8061(Fax)
Kevin M. Spellacy (0042372)

kspell@mghslaw.com
James R. Wooley (0033850)
jwooley@mghslaw.com
Hilow & Spellacy Co., LLC
323 W. Lakeside Avenue, Suite 200
Cleveland, ohio 44113
(216) 344-9220
Attorneys for PlaintiffAkram Boutros, M.D.
The undersigned certifies that a true and accurate copy of the foregoing was served, this
31st day of July 2023, via electronic mail, on the following:
Mark I. Wallach
miw@mccarthylebit.com
Rachel L. Steinlage
rls@mccarthylebit.com
EXHIBIT B
From: Wallach, Mark I.
To: Jason R. Bristol; James Rosenthal; Dave Matty; James Wooley; Kevin Soellacv - Soellacv, Hilow
(ksnell@mahslaw.com)
Cc: Steinlaae, Rachel L.; Mack, Lisa
Subject: Your Deposition Notice for Dr. Steed
Date: Wednesday, August 2, 2023 4:59:43 PM
Attachments: imaaeOOl.nna
Jason —
I wanted to respond to your deposition notice for Dr. Steed. Dr. Steed has no relevant knowledge in
this litigation, and we regard your belated attempt to depose her as simple harassment.
Let me be very clear: we have no intention of allowing you to depose Dr. Steed absent a court order,
and we will oppose any efforts on your part to obtain one.
Dr. Steed is not a party to this litigation. As a result, your notice of deposition is a nullity. If you
decide to serve Dr. Steed with a subpoena, please direct it to me: I will accept service of the
subpoena, so that you have no reason to interfere with her personal or professional duties. If you
do so, we will file objections to any such subpoena, and refuse to produce her for deposition.
--Mark
Mark I. Wallach ■ Of Counsel
McCarthy, Lebit, Crystal & Liffman Co., LPA

1111 Superior Avenue East, Suite 2700 ■ Cleveland, OH 44114
P: 216.696.1422 ■ F: 216.696.1210 ■ www.mccarthylebit.com
Follow Us On Social: LinkedIn ■ Twitter ■ Facebook ■ IR Global Member Firm
Confidentiality Notice to Incorrect Addressee
From: Jason R. Bristol
To: Wallach, Mark I.; James Rosenthal; Dave Matty; James Wooley; Kevin Soellacv - Soellacv, Hilow
(ksnell@mahslaw.com)
Subject: RE: Your Deposition Notice for Dr. Steed
Date: Thursday, August 3, 2023 3:17:00 PM
Attachments: imaae001.nna
Mark:
Please reconsider your position. MetroHealth is a defendant to our defamation

claims, and Dr. Steed is the highest-ranking agent and spokesperson for
MetroHealth. She has personally made and endorsed defamatory statements and
has been personally involved in decision-making that has damaged our client. She
is a proper witness and is the appropriate subject of discovery under Rule 26.
As you will recall, Dr. Steed defamed our client last fall, and again this year on
multiple occasions. Part of this conduct was the subject of a cease-and-desist
letter I sent to you on January 20, 2023. Following this exchange Dr. Steed hired
personal counsel. I met with her counsel, David Marburger, on February 10, 2023,
about our defamation claims. From what we know, Dr. Steed was acting in her
official capacity when she made the defamatory statements. Dr. Steed accused
my client of committing “sins,” of making a “poor decision,” of “casting a shadow”
or placing a “dark cloud” over MetroHealth. She has proclaimed “the Board made
the right decision” in firing Dr. Boutros. These statements were unfounded and
seriously damaging to my client. At the time we believed they demonstrated that
Ms. Steed had tortiously prejudged the facts before receiving the results of what
was supposed to be an independent audit by the national accounting firm BDO.
She was also peddling a false narrative that she started “early” on December 5 to
address a “crisis” created by my client. We have significant documentary
evidence detailing the falsity of these statements and of malice. As I explained in
January, Dr. Boutros is a devout person for whom public accusations of “sinning”
by Dr. Steed and the MetroHealth System weigh particularly heavy.
On June 15, 2023, we learned in discovery that on February 20, 2023, ten days
after I met with her counsel, Dr. Steed received an e-mail from then MetroHealth
CFO Craig Richmond informing her that the BDO report the System was about to
release was “materially flawed,” “results oriented,” “inaccurate,”
“mischaracterizes the incentive program,” that BDO failed to “interview key
people,” and “the BDO report should not be released.” The e-mail contained
fifteen detailed bullet points in support of the CFO's warning. Nevertheless,
MetroHealth, under Dr. Steed's direction, released the report anyways (without
any edits) further defaming and damaging my client.
Dr. Steed's conduct on behalf of MetroHealth makes her a typical candidate for a
discovery deposition. We are entitled to know who, if anyone, urged her to make
such statements, who she consulted in determining to release the BDO report
despite it being materially flawed, false, and defamatory, and any other relevant
facts that tend to prove our client's claims or defeat your clients' defenses. See
Civ.R. 26(B)(1) (“parties may obtain discovery regarding any nonprivileged matter
that is relevant to any party's claim or defense and proportional to the needs of
the case.”).
We assumed that a notice for Dr. Steed would suffice under the circumstances,
just as it did for Laura McBride, Alan Nevel and Deborah Southerington. If you
maintain your position, we can re-issue a notice under Rule 30(B)(5) which will
compel her attendance, issue a subpoena and move to enforce it and for sanctions,
or we can name her as a defendant. We have avoided suing Dr. Steed personally,
but we still have plenty of time to do so if that is what you prefer as opposed to us
simply taking her deposition. We were hoping not to have to do that, but if you
leave us no choice, we will do what we need to do. Please let us know how you
wish to proceed.
Jason R. Bristol, Esq.

3208 Clinton Avenue
One Clinton Place
Telephone: 216-815-9500
Direct Dial: 216-815-9600
Facsimile: 216-781-8061
E-Mail: jbristol@crklaw.com
Web: www.crklaw.com
ALL INFORMATION CONTAINED IN THIS EMAIL TRANSMISSION IS

INTENDED ONLY FOR THE PERSONAL AND CONFIDENTIAL USE OF THE
DESIGNATED RECIPIENT. This transmission may contain attorney-client
communications and/or attorney work product, and as such is privileged and
confidential. If you are not the intended recipient, you are hereby notified that
you have received this document in error. The sender requests that you
immediately delete this message and notify sender of the error. Do not read, use
or disseminate the information.
From: Wallach, Mark I. <miw@mccarthylebit.com>

Sent: Wednesday, August 2, 2023 5:00 PM
To: Jason R. Bristol <jbristol@crklaw.com>; James Rosenthal <jbr@crklaw.com>; Dave Matty
<dmatty@mhglegal.com>; James Wooley <jwooley@mghslaw.com>; Kevin Spellacy - Spellacy, Hilow
(kspell@mghslaw.com) <kspell@mghslaw.com>
Cc: Steinlage, Rachel L. <rls@mccarthylebit.com>; Mack, Lisa <LMack@ralaw.com>
Subject: Your Deposition Notice for Dr. Steed
Jason —
I wanted to respond to your deposition notice for Dr. Steed. Dr. Steed has no relevant knowledge in
this litigation, and we regard your belated attempt to depose her as simple harassment.
Let me be very clear: we have no intention of allowing you to depose Dr. Steed absent a court order,
and we will oppose any efforts on your part to obtain one.
Dr. Steed is not a party to this litigation. As a result, your notice of deposition is a nullity. If you
decide to serve Dr. Steed with a subpoena, please direct it to me: I will accept service of the
subpoena, so that you have no reason to interfere with her personal or professional duties. If you
do so, we will file objections to any such subpoena, and refuse to produce her for deposition.
--Mark

To: Jason R. Bristol; James Rosenthal; Dave Matty; Kevin Soellacv - Soellacv, Hilow (ksoell@mahslaw.com); James
Wooley
Subject: Deposition Notice for Dr. Steed
Date: Monday, August 7, 2023 3:50:18 PM
Attachments: imaae001.ona
Jason-
After considering your arguments, and consulting with our clients, we are not inclined to agree to
schedule a deposition for Dr. Steed in this matter. Dr. Steed had nothing to do with Dr. Boutros's
discharge by MetroHealth, and your expressed concern about supposed comments by Dr. Steed
post-litigation have nothing to do with the actions alleged in your complaint.
As I previously explained, we will oppose any efforts to drag Dr. Steed into the pending litigation,
particularly so near the close of discovery. If you wish to follow up on your threats to sue Dr. Steed,
please contact David Marburger, her counsel, in that regard.
--Mark

To: Jason R. Bristol; James Rosenthal; Dave Matty; Kevin Soellacv - Soellacv, Hilow (ksoell@mahslaw.com); James
Wooley
Subject: Re: Deposition Notice for Dr. Steed
Date: Saturday, August 12, 2023 12:24:54 PM
Jason--
I will be on vacation next week. You can discuss the device issues with Rachel in my
absence, but I would prefer to wait on the Dr. Steed matter until I return.
--Mark
Sent from my Verizon, Samsung Galaxy smartphone

Get Outlook for Android
From: Jason R. Bristol <jbristol@crklaw.com>

Sent: Saturday, August 12, 2023 10:03:17 AM
To: Wallach, Mark I. <miw@mccarthylebit.com>; James Rosenthal <jbr@crklaw.com>; Dave Matty
<dmatty@mhglegal.com>; Kevin Spellacy - Spellacy, Hilow (kspell@mghslaw.com)
<kspell@mghslaw.com>; James Wooley <jwooley@mghslaw.com>
Subject: RE: Deposition Notice for Dr. Steed
Mark:
Can you please provide me your availability for a call with the Court next week
regarding your refusal to produce Dr. Steed for deposition? I have good
availability on Monday and Wednesday.
We also need to resolve the issue surrounding the production of Vanessa

Whiting's text messages and e-mails from her personal phone. I will need those
produced in advance of her deposition on 8/28, and in a forensically sound
manner. Screen shots will not suffice. You have offered to have TCDI “pull all of
the MetroHealth related emails and texts off of her phone,” but stated you are not
going to turn her phone over to us. We may be able to agree to such a protocol,
but we need to understand how TCDI would perform this function, and in what
forensically sound format the e-mails and text messages would be produced.
Please advise at your earliest convenience.
Thank you.

3208 Clinton Avenue
One Clinton Place
Telephone and Facsimile: 216.815.9500
Web: www.crklaw.com


Sent: Monday, August 7, 2023 3:50 PM
Jason-
--Mark

To: Wallach, Mark I.; James Rosenthal; Dave Matty; Kevin Soellacv - Soellacv, Hilow (ksoell@mahslaw.com); James
Wooley
Date: Saturday, August 12, 2023 10:03:00 AM
Mark:

Whiting's text messages and e-mails from her personal phone. I will need those
Thank you.

3208 Clinton Avenue
One Clinton Place
Web: www.crklaw.com


<dmatty@mhglegal.com>: Kevin Spellacy - Spellacy, Hilow (kspell@mghslaw.com)
Jason-
--Mark

To: Steinlaae. Rachel L.; James Rosenthal; Dave Matty; Kevin Soellacv - Soellacv. Hilow fksoell@mahslaw.com);
James Wooley
Cc: Mack. Lisa; Wallach. Mark I.; Mark Marona; Shana Samson
Date: Wednesday, August 16, 2023 4:22:00 PM
Rachel:
Thank you for the meet and confer session this afternoon. As promised, here is a
recap of what we discussed. I did my best to prepare an accurate summary but
welcome any clarifications should you deem it necessary.
1. Dr. Boutros's and Vanessa Whiting's personal cell phones—I explained that
we produced a complete forensic image of Dr. Boutros's iPhone at the time of
termination and that that image contains all the contacts he testified to
transferring to his new phone. In other words, you now have the whole
universe of anything he could have transferred. I reiterated our objections
to producing his personal phone and you reiterated your objections to
producing Ms. Whiting's personal phone. I explained that we would be
willing to limit our inquiry to text messages, e-mails, and any other
information relevant to this dispute. You explained that you have your
expert reviewing the forensic image we produced and agreed to table the
issue of Dr. Boutros's personal iPhone for now. I again requested a
forensically sound production of text messages contained on Ms. Whiting's
personal phone prior to Ms. Whiting's deposition on 8/28. You have agreed
to inquire about you expert's ability to make such a production. I also
offered our expert's services. At a minimum you proposed producing images
of the text messages with a forensic image/report to follow. I explained that
this is not the preferred course, but it could work on a temporary basis if
there was no other option. I reiterated that the experts should be able to
accomplish this task before 8/28.
2. Production of MetroHealth's complete insurance policies—you have agreed
to produce these policies.
3. Privilege Log—I requested that you produce a privilege log as soon as
possible. You have agreed to inquire of Roetzel to determine whether they
prepared one, and if they did not, to follow-up on your ability to get us a
privilege log.
4. Failure to produce exculpatory documents—I explained that we are missing
certain exculpatory documents from MetroHealth's production that were
produced by Sullivan Cotter and Tucker Ellis. I asked whether
MetroHealth was withholding documents, and you explained that any
failure to produce was attributable to logistical issue surrounding the
document production. I look forward to receiving your forthcoming
supplemental production and the privilege log.
5. Failure to produce e-mail attributable to Michael Phillips—I explained that
Michale Phillip's e-mail is archived to 2015 and that we expected to see
additional relevant documents produced from his e-mail account. You
agreed to follow-up on my assertion and to get back to me.
6. Detailed PBVC File—I explained that we only have the Detailed PBVC File
for 2021 and we expect MetroHealth to produce the Detailed File for the
other relevant years. I explained that you should search Dr. Boutro's “H
Drive” for copies of these files. I also requested that you produce the H drive
to us. The forensic image we received from TCDI did not include an image
of this drive, and the drive contains relevant documents. You intend to
follow-up on this point and report back to me.
7. PBVC Eligibility List—I asked that you produce the PBVC Eligibility Lists
from Human Resources for the relevant years per Ms. Southerington's
testimony. I believe you stated that production of these documents is
forthcoming in your supplemental production.
8. Supplemental Incentive Evaluation E-mails—I explained that we have not
received all the e-mails from either Craig Richmond or Dr. Boutros
requesting that the other senior leaders review and evaluate their
subordinates who are PBVC eligible. I suggested you review Dr. Boutros's
H drive for these materials as well, and you agreed to search for these e
mails and to follow-up with me.
9. Board Orientation Materials—I again requested that MetroHealth produce
the materials utilized to orient new Board members. I understand your side
claims that these materials are privileged, but we assert that they are public
records and should be produced. You agreed to follow-up on this point to
determine whether MetroHealth is willing to agree to produce the materials
without motion practice.
10. IT Policy—You explained that the policies Ms. Southerington testified about
will be produced in your forthcoming supplemental production.
11. BDO draft reports—I stated that the BDO draft reports should be produced
since they were circulated to senior leaders and their assistants and thus
are a public record, and that Mark agreed that the report was a public
record during Craig Richmond's deposition. You agreed to follow-up after
your side determines whether to voluntarily produce the reports.
12. Third-Party Documents—I explained that we would be producing documents
received in response to our third-party subpoenas. We agreed that Plaintiff
does not need to produce documents received from USI and Sullivan Cotter
since you obtained copies of the responsive documents on your own. I ask
that your side also produce any documents you have received in response to
third-party subpoenas.
13. Plaintiff's Supplemental Production—I explained that we will be making a
supplemental production of the underlying articles/statements pertaining to
Exhibit A to our discovery responses.
14. Dr. Steed's Deposition—We discussed your side's willingness to voluntarily
produce Dr. Steed for deposition without Court intervention, but the parties
remain at impasse. I plan to ask for a time to speak with the Court early
next week after Mark is back from vacation.
15. Discovery Extension—we discussed approaching both our clients to
determine whether they would agree to extending discovery through the end
of September to complete document production and the remaining
depositions without disturbing the rest of the litigation schedule. I'll be in
touch as soon as I have a response.
I look forward to hearing from you on the above matters. I am available should
you wish to discuss any of these points further.

3208 Clinton Avenue
One Clinton Place
Web: www.crklaw.com

From: Steinlage, Rachel L. <rls@mccarthylebit.com>

Sent: Tuesday, August 15, 2023 5:48 PM
Cc: Mack, Lisa <LMack@ralaw.com>; Wallach, Mark I. <miw@mccarthylebit.com>
Yes, that works for me. I sent an invite. Thanks.
Rachel L. Steinlage ■ Principal


To: Steinlage, Rachel L. <rls@mccarthylebit.com>; James Rosenthal <jbr@crklaw.com>; Dave Matty
Rachel:
I have availability at 1:00 p.m. if that works for you.

3208 Clinton Avenue
One Clinton Place
Web: www.crklaw.com


Cc: Mack, Lisa <LMack@ralaw.com>: Wallach, Mark I. <miw@mccarthylebit.com>
Mr. Bristol:
I am not sure what you believe remains with respect to your Rule 34 request. We have objected to
production of Ms. Whiting's phone. The remaining items have been provided to you.
If you have availability tomorrow, I will call you to discuss further, as it may facilitate some of these
issues. Is there a particular time that is best?
Regards,


To: Steinlage, Rachel L. <rls@mccarthylebit.com>: James Rosenthal <jbr@crklaw.com>: Dave Matty
<dmatty@mhglegal.com>: Kevin Spellacy - Spellacy, Hilow (kspell@mghslaw.com)
<kspell@mghslaw.com>: James Wooley <jwooley@mghslaw.com>
Cc: Mack, Lisa <LMack@ralaw.com>: Wallach, Mark I. <miw@mccarthylebit.com>
Rachel:
With respect to Plaintiff s personal iPhone, please see our responses to your
request for production of documents (RFP Responses 24, 26). We produced a
forensic image of our Client’s MetroHealth iPhone as of his termination.
Anything that could have been transferred is contained on that image, and we
objected to producing his personal cell phone materials on the grounds that the
request “seeks personal, confidential information having no relevance to this
dispute. . Not only would further imaging be duplicative of what we already
produced, but his personal iPhone is the phone he is currently using, and it
contains the entirety of our communications with him via text and e-mail as well
as other confidential information.
Please let me know if you still need a formal response to the Rule 34 Request in
addition to this communication. I don’t believe I ever received a formal response
from your side as it relates to the Rule 34 Request we served in February, and to
which you are still trying to achieve compliance. I am available if you would like
to discuss this further.

3208 Clinton Avenue
One Clinton Place
Web: www.crklaw.com


Dear Mr. Bristol:
Included herein please find a link to a supplemental production related to Vanessa Whiting. A
password will follow by separate email. Relevant documents also include MHS-Employment 4203
4204.
https://roetzel.sharefile.com/d-s1d37fc0976e54ca8b7fa9d29dfce0f3a
The documents referenced above are all of the documents responsive to Plaintiff's discovery
requests that are in Ms. Whiting's possession. The redacted portions of the emails are attorney
client communications.
As indicated by email sent from Mr. Wallach to you on June 21, 2023 at 11:43 a.m., you have been
previously advised, in writing, that the request for inspection and imaging of Ms. Whiting's personal
mobile phone was objectionable and the reasons for such objection.
Separately, on June 16, 2023 I served a Rule 34 request for Plaintiff's personal iPhone, to which he
testified to having transferred information from his MetroHealth-issued iPhone, and thereafter
performed a reset of the MetroHealth-issued iPhone so that any information previously contained
on it was not discoverable. As there has been no objection to that request, please ensure that the
requested iPhone is sent via overnight delivery to:
FTI Consulting
c/o Mr. Jeremy Thomas
19727 Cherry Oaks Ln
Humble, Texas, 77346
I am told that once it arrives, the forensic consultant will not need it more than a day to create an
image and will return it via overnight mail.
Regards,


Sent: Saturday, August 12, 2023 10:03 AM
To: Wallach, Mark I. <miw@mccarthylebit.com>; James Rosenthal <jbr@crklaw.com>; Dave Matty
Mark:

Whiting’s text messages and e-mails from her personal phone. I will need those
Thank you.

3208 Clinton Avenue
One Clinton Place
Web: www.crklaw.com


Jason-
--Mark

Electronically Filed 09/21/2023 17:47 I MOTION / CV 22 972601 / Confirmation Nbr. 2970676 I CLAJB
To: Wallach, Mark I.; Steinlaae, Rachel L.
Cc: James Rosenthal; James Wooley; Kevin Soellacv
Subject: RE: Deposition Subpoena
Date: Thursday, August 24, 2023 3:14:00 PM
Attachments: imaae001.pna
That works. I will call you at 4:00.

3208 Clinton Avenue
One Clinton Place
Web: www.crklaw.com


Sent: Thursday, August 24, 2023 3:00 PM
To: Jason R. Bristol <jbristol@crklaw.com>; Steinlage, Rachel L. <rls@mccarthylebit.com>
Cc: James Rosenthal <jbr@crklaw.com>; James Wooley <jwooley@mghslaw.com>; Kevin Spellacy
<kspell@mghslaw.com>
Jason-
After 3:00 p.m. would be the best.
--Mark


Sent: Thursday, August 24, 2023 2:57 PM
To: Wallach, Mark I. <miw@mccarthylebit.com>; Steinlage, Rachel L. <rls@mccarthylebit.com>
Cc: James Rosenthal <jbr@crklaw.com>; James Wooley <jwooley@mghslaw.com>; Kevin Spellacy
<kspell@mghslaw.com>
Mark and Rachel:
Attached is a deposition subpoena I served today.
Mark—I have been out of town on another matter and plan to call you tomorrow
to discuss the dispute over Dr. Steed's deposition. Is there a time tomorrow that
is good for you?

3208 Clinton Avenue
One Clinton Place
Web: www.crklaw.com

EXHIBIT C
AKRAM BOUTROS, M.D., ! CASE NO. CV-22-972601

I
I
Plaintiff, ! JUDGE SHANNON M. GALLAGHER
vs. I
I
I
THE METROHEALTH SYSTEM, et al, !
I
I
Defendants. !
PLAINTIFF AKRAM BOUTROS M.D.’S RESPONSES TO DEFENDANT THE

METROHEALTH SYSTEM’S FIRST SET OF INTERROGATORIES AND REQUESTS
FOR PRODUCTION OF DOCUMENTS
Plaintiff Akram Boutros, M.D. hereby responds to Defendant The MetroHealth System’s
First Set of Interrogatories and Requests for Production of Documents Directed to Plaintiff.
Plaintiff separately responded to Defendant’s First Set of Requests for Admission.
GENERAL OBJECTIONS
The following answers to Requests for Admission are made expressly conditioned on the
following general objections, which are incorporated into each response as if fully rewritten
therein:
A. Plaintiff objects to the Instructions and Definitions to the extent they purport to
impose on Plaintiff obligations which are greater than, or inconsistent with, those imposed by the
Ohio Rules of Civil Procedure, the Local Rules of the Cuyahoga County Court of Common Pleas
or the orders of this Court.
B. Plaintiff objects to the Instructions and Definitions to the extent they seek to impose
on Plaintiff responsibility for producing or identifying information or documents not within their
possession, custody, or control.
{01886687-3}
C. Plaintiff objects to the Instructions and Definitions to the extent they purport to
require the disclosure of information already in Defendants’ possession, custody, or control, or
information equally or more readily available to Defendants.
D. Information provided by Plaintiff in response to these requests is not intended to
waive, nor does such production constitute a waiver of, any evidentiary or other objection that
they may have to the admissibility of the information or documents provided. For any such
information provided, Plaintiff reserves all evidentiary and other objections.
E. In answering the requests, Plaintiff does not admit the truth, validity,
completeness, or merit of any definition set forth by Defendants.
F. Plaintiff objects to the Instructions and Definitions to the extent that they do not
limit the requests in temporal scope.
G. Plaintiff objects to the Instructions and Definitions, including Definition number
16 to the extent that they purport to require the application of rules of syntax and interpretation
inconsistent with standard English usage.
H. Plaintiff objects to the defined term “Performance Based Variable Compensation”
or “PBVC” because it misstates the record, particularly in contradistinction to the objectionable
defined term “Supplemental Performance Based Variable Compensation” or “SPBVC.”
I. Plaintiff objects to the defined term “Supplemental Performance Based Variable
Compensation” or “SPBVC” because it is vague, ambiguous and incorrect in regards to eligible
participants, commencement date, individual performance exclusively instead of system
achievements, use of the term “metrics,” approval of “metrics,” and timing of approval of
“metrics.”
ElectrOMCaiiy6Fi7ed)09/21/2023 17:47 / MOTION / CV 22 972601 / Confirmation Nbr. 2970676 / CLAJB

2
INTERROGATORIES
INTERROGATORY NO. 1
Identify each and every Person who contributed to and/or assisted in the preparation of Your
responses to these Requests.
ANSWER:
Undersigned counsel and Plaintiff Akram Boutros, M.D.
INTERROGATORY NO. 2
Identify all Persons known to You who have knowledge of any of the allegations in the Complaint
and with respect to each Person, state the substance of the knowledge he, she, or it has.
ANSWER:
Objection. Overly broad and unreasonably burdensome. Vague and ambiguous in its use
of the term “substance of the knowledge.” Calls for information immune from discovery under the
attorney work product doctrine. Without waiver of the foregoing general and specific objections,
Plaintiff responds that in addition to himself, persons with knowledge of allegations in the
Complaint include, but are not limited to: all Defendants; all MetroHealth former Trustees who
served at any time from January 1, 2013 to the Present; all MetroHealth employees who were
considered to be “senior leadership” as that term is used in memoranda, documents prepared by
system compensations consultants, and other materials surrounding the 2017 refresh of the PBVC
Plan; other MetroHealth employees working in legal, payroll, finance, human resources and media
relations. See also Answer to Interrogatory No. 10.
ElectrOniCaiiy6Fi7ed)Q9Z21Z2Q23 17:47 / MOTION / CV 22 972601 / Confirmation Nbr. 2970676 / CLAJB

3
INTERROGATORY NO. 3
Identify all Persons, other than Your attorneys, with whom You have discussed or Communicated
concerning any of the allegations in the Complaint or this Litigation and provide a summary or
synopsis of each discussion or Communication, including the date and place where the discussion
or Communication occurred.
ANSWER:
Objection. Overly broad and unreasonably burdensome. Without waiver of the foregoing
general and specific objections, see Answer to Interrogatory No. 2.
INTERROGATORY NO. 4
Identify each and every Person from whom You have obtained a written or oral statement,
declaration, or affidavit concerning the issues raised or allegations set forth in the Complaint or
this Litigation.
ANSWER:
Objection. Vague and ambiguous in its use of the term “oral statement.” Calls for
information immune from discovery under the attorney work product doctrine. Without waiver of
the foregoing general and specific objections, there are none.
ElectrOMCaiiy6Fi7ed)Q9Z21Z2Q23 17:47 / MOTION / CV 22 972601 / Confirmation Nbr. 2970676 / CLAJB

4
INTERROGATORY NO. 5
Identify each and every Person You expect to call as a non-expert witness to testify in this
Litigation and state the subject matter of each such Person’s expected testimony.
ANSWER:
Plaintiff has not yet determined whom he will call to testify as a non-expert trial witnesses
in this case but will provide such information in accordance with the Ohio Civil Rules, the Local
Rules of the Cuyahoga County Court of Common Pleas, and any applicable orders of this Court.
INTERROGATORY NO. 6
Identify all expert witnesses You intend to call to testify in this Litigation, including the subject
matter upon which each expert is expected to testify, the substance of the facts and opinions to
which each expert is expected to testify, and a summary of the grounds for each.
ANSWER:
Plaintiff has not yet determined whom he will call to testify as expert trial witnesses in this
case but will provide such information in accordance with the Ohio Civil Rules, the Local Rules
of the Cuyahoga County Court of Common Pleas, and any applicable orders of this Court.
INTERROGATORY NO. 7
Identify each and every Document, regardless of its date, that You expect to introduce as an exhibit
at the trial in this Litigation.
ANSWER:
Plaintiff has not yet determined what exhibits he expects to introduce at trial in this case
but will provide such information in accordance with the Ohio Civil Rules, the Local Rules of the
Cuyahoga County Court of Common Pleas, and any applicable orders of this Court.

5
INTERROGATORY NO. 8
If Your response to any of the Requests for Admission above was anything other than an
unconditional admission, Identify the basis for your denial or partial denial to each of the Requests
for Admission that was not fully and unconditionally admitted.
ANSWER:
Objection. Unreasonably burdensome. Plaintiff responded other than with an unconditional
admission to 29 Requests for Admission. Where possible, he attempted to explain his denial or
qualified admission and Defendants’ Interrogatories 34, 35 and 36 are duplicative of this
interrogatory with respect to Requests for Admission 24, 25 and 31. Under the circumstances, this
interrogatory effectively includes subparts that would cause the number of permissible
interrogatories prescribed by Civ. R. 33(A) to be exceeded. If there are no more than 5 specific
responses to Requests to Admit, other than Nos. 24, 25 and 31, as to which Defendants seek further
clarification, please notify counsel for Plaintiff.
INTERROGATORY NO. 9
Identify the Documents you used, reviewed, or relied on in formulating your answers these
Interrogatories.
RESPONSE:
Objection. Overly broad and unreasonably burdensome. Calls for information immune
from discovery under the attorney work product doctrine. Without waiver of the foregoing general
and specific objections, essentially all documents relevant to this case are records of The
MetroHealth System.
ElectrOMCaHy6Fi7edl09Z21Z2Q23 17:47 / MOTION / CV 22 972601 / Confirmation Nbr. 2970676 / CLAJB

6
INTERROGATORY NO. 10
Other than your attorneys, identify all Persons with whom you have discussed public records
requests made to The MetroHealth System during Your employment with MetroHealth.
ANSWER:
of the phrase “during Your employment with MetroHealth” as to whether that modifies
discussions, public records requests or both. Without waiver of the foregoing general and specific
objections, Plaintiff states that such Persons include, but are not limited to: Elizabeth Allan; Arlene
Andersen; Rita Andolsen; Christina Arundel; Bernard Boulanger; Kate Brown; John Campanelli;
Nabil Chehade; Polly Clemo; Alfred Connors; Maureen Dee; Joseph Frolik; Geoffrey Himes;
Sharon Jordan; Mary Legerski; Daniel Lewis; Larry Macon Sr.; Timothy Magaw; Laura McBride;
Thomas McDonald; Anthony Minor; Terrance Monnolly; Bernard Moreno; John Moss; Alan
Nevel; Joah Papp; Michael Phillips; Jane Platten; Sonja Rajki; Craig Richmond; Mitchell
Schneider; J.B. Silvers; Brendan Sorg; Charles Spain; Michael Stern; Diane Suchetka; Ashoke
Talukdar; Michael Tobin; Cheryl Wahl; Debra Warman; Vanessa Whiting; Hyla Winston.
Identify all MetroHealth employees who determined the amount of SPBVC they themselves
received in any given year.
ANSWER:
Objection to the defined term “SPBVC” as noted in the forgoing General
Objections. Vague and ambiguous. Without waiver of the foregoing general and specific
objections, Plaintiff states none. Further answering, Plaintiff states that the supplemental incentive
component of the Performance Based Variable Compensation Plan (“PBVC Plan”) came into

7
existence in 2017 in connection with modifications to the original July 24, 2013, PBVC Plan. In
late 2016, the Board of Trustees of The MetroHealth System (“Board”) resolved to issue up to
$1.3 billion in revenue bonds to effectuate its long-term strategic plan and campus transformation.
The Board recognized that exceptional financial performance was necessary to (1) cover the debt
service on what finally became a $945.7 million bond issuance, and (2) retain the talented
executives needed to do so. At the time, the Board estimated that the system’s earnings before
interest, taxes, depreciation, and amortization (“EBIDA”) would need to double to ensure long
term viability. The average long term EBIDA was targeted to be $120 million per year, a financial
achievement that had not been reached in MetroHealth’s 180-year history. The 2017 modifications
to the PBVC Plan were described in detail to the Board members by Plaintiff, other senior leaders,
and compensation consultants.
Shortly after the 2017 PBVC changes were approved, Plaintiff encouraged and authorized
the engagement of a special independent compensation consultant—Rob Rogers, acting as an
agent of USI, fka Findley Davies—to report directly and exclusively to the Board to make certain
the Board understood what the modified plan entailed, how it operated, and how it impacted CEO
and other executives’ compensation. Pursuant to the engagement letter with the Board, Mr. Rogers
and his firm were to report to the Board on all aspects of Plaintiff’s total compensation, including
his “current remuneration,” his “base,” and his “variable compensation.” The engagement letter
stated that the consultant would provide the Board an “analysis of MetroHealth executives’ total
remuneration package with recommendations and observations concerning specific items of
consideration.” The engagement letter further provided that the consultant would provide the
Board with a review and analysis of “compensation history” and “incentive compensation
documentation” for Plaintiff and other executives.

8
Once the Board’s independent consultant was in place, Plaintiff was essentially recused
from the consultant’s discussions with—and work done for—the Board. Plaintiff had no
involvement in the Board consultant’s compensation analyses and presentations to the Board in
2017 or any time thereafter. At the time the Board’s consultant was retained—and at all times
thereafter—Plaintiff understood that the Board’s consultant had access to all records of the
hospital, including records that showed how the supplemental incentive payments were calculated,
records that showed the actual payments that were made to Plaintiff and other executives, and all
other records relating to the PBVC Plan. At the time the Board’s consultant was retained—and
at all times thereafter—Plaintiff believed that that the consultant was doing exactly what it was
retained to do in analyzing and reporting Plaintiff’s actual total compensation, including incentive
compensation, to the Board. At no time was Plaintiff given any indication the Board’s consultant
was not doing exactly what it had been retained to do.
In the documents pertaining to the 2017 PBVC Plan modifications, the CEO is identified
as part of a category of PBVC-eligible employees referred to as “senior executives” or members
of “senior leadership.” The supplemental achievement metrics and the supplemental performance
compensation were all part of one PBVC Plan with three components (PBVC tied to target
percentage of base salary, supplemental incentives, one time recognition for non-PBVC eligible
employees). The Plan applied to more than 240 employees between 2017 and 2021. There was
never a separate and distinct “SPBVC program.”
After 2017, the PBVC Plan rewarded system performance and supplemental achievement
metric performance for all eligible employees, and individual performance goals for certain
leaders. The funding metric was based on EBIDA, which was a major departure from the prior
PBVC Plan. After 2017, the funding metrics and the performance metrics were no longer tied
ElectrOMCaiiy6Fi7edlQ9Z21Z2Q23 17:47 / MOTION / CV 22 972601 / Confirmation Nbr. 2970676 / CLAJB

9
together. Use of EBIDA as the funding metric combined with the extreme positive system
performance during the years in question resulted in a significantly larger pool of funds available
for awards under the PBVC Plan’s three components. Documents presented to the Board show
examples where exceptional financial performance would yield funding more than twice the
amount needed for the component of PBVC awards tied to a target percentage of base salary.
At the beginning of each year, senior leadership would identify intrahospital initiatives and
goals crucial to achieving exceptional financial performance. These initiatives would be aimed at
achieving and exceeding “stretch” EBIDA as approved by the Board. Senior leadership
documented these initiatives and would track their progress at least bi-weekly during their
executive meetings. Senior leadership would regularly report to the Board on progress made
towards these initiatives throughout the year and in the fourth quarter would finalize the
supplemental achievement metrics and their proportional weights based on these initiatives that
were separate and distinct from the broader system goals. In keeping with the Board-approved
executive compensation methodology after 2017, senior vice presidents, executive vice presidents
and the chief executive officer (i.e., Plaintiff) would all use the same performance metrics for
evaluation. The supplemental incentives were only paid if the hospital performed so exceptionally
well that the prior year’s EBIDA created a pool of incentive funds in excess of the maximum
possible award under the component of the PBVC Plan tied to target percentage of base salary.
In the first quarter of a year, Plaintiff and other senior executives would report on the
achievements related to the component of PBVC tied to a target percentage of base salary, as well
as the intrahospital initiatives that contributed to the hospital’s exceptional financial performance.
After the audited financial statements were received and accepted by the Board, the CFO provided
the accrued PBVC figure for Board review and approval. As PBVC Plan documents describe the

10
funding pool available for distribution to eligible employees was a product of verification of the
EBIDA achieved during the prior year (as validated by the system’s external auditor, RSM), and
the Board’s acceptance of the overall percentage achievement of the System Goals. Resolutions
reflecting this approval of the incentive pool were the result of a senior executive collaborative
process that included the CFO, the General Counsel’s office, Plaintiff, and others. Each component
of the program (“PBVC, one-time recognition, supplemental incentives”) was highlighted in the
addendum to the board resolutions from 2019 - 2022. The Board approved the overall funding for
the PBVC Plan through a board resolution which included the total of all incentive amounts to be
paid to all eligible employees, including Plaintiff. Plaintiff, other senior leaders, and multiple
trustees understood that Plaintiff’s participation and awards were approved by the Board at this
stage of the process. In fact, in the resolutions where the Board approved the EBIDA-based
incentive plan funding not to exceed a certain figure, the Board also expressly authorized Plaintiff
“to take necessary actions consistent with this resolution.” In the absence of any reservation or
exception to this grant of authority, or to the other delegations of authority to Plaintiff, there was
nothing left for the Board to approve in connection with PBVC Plan payments to eligible
employees (a group in which Plaintiff was included), and Plaintiff had the requisite authority to
distribute all PBVC funds. This was in keeping with the Board’s 2013 delegation of control of all
funds used in the county hospital’s operation, and the more specific 2019 delegation of control of
all matters related to employee compensation, including fringe benefits. The Board never informed
Plaintiff that he was to be treated differently than any other eligible employee or that he was to be
treated differently after the 2017 changes than he was treated previously. Plaintiff at all times also
had the same contractual right to participate as other senior leaders.

11
All payouts under the PBVC Plan are contained in an Excel spreadsheet known as the
Performance Based Variable Compensation Detailed File (“Detailed File”). The Human Resources
department maintained a PBVC file with all PBVC Plan-eligible employees, including Plaintiff,
which was regularly updated with new compensation or job information as eligible employees
entered and exited the Plan. From this, Human Resources would create the Detailed File by
compiling eligible employees along with their hourly rates and other pertinent compensation
information. The same employees evaluated for PBVC tied to a percentage of base salary were
also evaluated for supplemental incentives.
Once the supplemental achievement metrics and their weights were finalized by senior
leadership, they were added to the Detailed File. Then, in the first quarter of a year, senior leaders
who were members of the president’s “cabinet” received an e-mail from Plaintiff or the CFO
containing the portion of the Detailed File pertaining to each department. The email identified the
supplemental achievement metrics and weights and instructed cabinet members to evaluate their
eligible employees. Evaluators could award zero percent, 50 percent, 75 percent, or 100 percent
for each of the different achievement metrics. After inputs were received back from the cabinet
members, the results were compiled into the Detailed File and mathematical calculations using a
consistent embedded formula were made from that data to determine each eligible employee’s
award. With respect to Plaintiff, no amounts were approved for payment without review of the
Detailed File by the CFO and the Vice President of Finance.
Plaintiff never assessed himself on any personal goal achievements. Both before and after
2017, the Board-approved PBVC Plan expressly excluded personal goals for the chief executive
officer from the executive compensation principles. He only received an award based on
supplemental achievement metrics that the senior leaders collectively established. His awards were

12
based on regular feedback from the senior leadership team regarding his performance under the
achievement metrics as the “captain” of the team. The Board never set goals for Plaintiff in
connection with incentive compensation, either before or after the 2017 changes to the program,
or with respect to any of the three components of the PBVC Plan after 2017. The supplemental
achievement metrics were not personal goals Plaintiff set for himself. They applied equitably and
fairly to all participants in the PBVC Plan based on their respective contributions.
The Board did not expressly reserve the exclusive right to evaluate Plaintiff or any other
participants in the PBVC Plan in order to determine awards. To the contrary, the Board delegated
the authority to Plaintiff, without reservation or exception, and instructed him to develop and
implement the Plan. Neither Plaintiff's employment contract, the Board’s bylaws or any Board
resolutions establish an exclusive right to evaluation of Plaintiff's performance for purposes of
determining his right to, or the specific amount of, his incentive compensation. The Board also
never requested to approve or approved any individual incentive payments for Plaintiff or any
eligible employee under any component of the PBVC Plan at any time.
Payroll would process PBVC Plan payments after Board approval of the funding. A payroll
processing file would be created by the CFO from the Detailed file and that file would be reviewed
by the VP of Finance. The VP of Finance, who oversaw the payroll function, worked with the
payroll department to process the payments. From at least 2015 - 2020, (i.e., until COVID), an
individualized Performance-Based Variable Compensation Statement (“PBVC Compensation
Statement”) was generated for all eligible employees by the CFO and these statements were
handed out to the eligible participants. After the 2017 modifications, the PBVC Compensation
Statement was updated to include supplemental incentives as a portion of the total PBVC award.
Once COVID began, the same information was provided to employees electronically. Plaintiff

13
received his statement from the CFO like everyone else. The forms were generated from the
Detailed File through an Excel “merge” function. Payments were issued through payroll and
reported to each participant on an IRS Form W-2.
Explain how You were “coerced” into repaying the additional incentive compensation to
MetroHealth and by whom You were coerced.
ANSWER:
Objection. Unreasonably burdensome in its request for a narrative answer to a question
better suited to deposition. Vague and ambiguous in its use of the term “repaying.” Without waiver
of the foregoing general and specific objections, Plaintiff states that he was coerced into depositing
with the Defendant MetroHealth System $2.1 million in previously earned incentive
compensation, 457f compensation and interest by the words and actions of Defendants and their
agent John McCaffrey. These words and actions included, but were not limited to, the following:
The Defendants’ misled Plaintiff to believe that depositing the funds would be viewed by the
MetroHealth Board of Trustees as evidence of good faith, rather than as evidence of guilt, which
is how they subsequently characterized it; they misled him to believe that depositing the funds
would go a long way towards appeasing those on the Board who felt they had been deprived of the
opportunity to assess and reward Plaintiff’s performance, when in fact that was not the case; he
was misled to believe that Ms. Whiting and Mr. Silvers still had an open mind on the controversy
over Plaintiff’s incentive compensation at the time they were discussing his deposit of those funds
with the System when in fact they had already determined that he was guilty of dishonesty and
receipt of unauthorized compensation; he was promised that the Board would conduct its own,
good faith assessment of Dr. Boutros to determine the amount of supplemental incentive to which

14
he was entitled, when in fact, they did not do so in good faith, and could not be persuaded to do
so. All of these factors were used to coerce Plaintiff into complying with the Defendants’ desire
that the funds at issue be turned over to the MetroHealth System.
Describe every item of damages to which You claim You are entitled, including the amount sought
and how any such amount was calculated.
ANSWER:
Objection. Pursuant to the litigation schedule issued by this Court, Plaintiff will produce a
report from a damages expert who will opine about his lost earnings and lost earning potential
resulting from Defendants’ misconduct, including breach of contract, which analysis will include
consideration of back pay, front pay, severance pay and loss of benefits. In addition, Plaintiff’s
prayer at trial will include, but may not be limited to: damages for lost employment and
remunerative opportunities in the amount of approximately $250,000 per year; damage to
reputation in an amount that will be subject to determination by a jury; damage for pain and
suffering, mental anguish, emotional distress, humiliation and inconvenience in an amount that
will be subject to determination by a jury; punitive damages; an award of costs, the amount of
which is currently unknown; an award of costs and attorney fees, the amount of which is currently
unknown; and pre-judgment interest, the amount of which is currently unknown.
Identify all defamatory statements You allege were made about You by one or more of the
Defendants.
ANSWER:
See Answer to Interrogatory No. 15.

15
Identify each and every defamatory statement made by one or more of the Defendants that You
contend is false.
ANSWER:
See Table of Defamatory and False Statements attached hereto as Exhibit A and
incorporated herein by reference.
Identify each and every person or entity that offered You employment or compensation since
January 1, 2022.
ANSWER:
Objection. This interrogatory is duplicative of questions posed to Plaintiff at his May 19,
2023 deposition at pages 58-73 of the transcript, which are incorporated herein by reference.
Without waiving the foregoing general and specific objections, Plaintiff states:
Ascension Health System
NRP
HGA
Handl Health
Florence EOS
Cadence RPM

16
Identify each and every headhunter, recruiter, or placement firm with whom You have
communicated since January 1, 2022, including their name, address, and employer or firm.
ANSWER:
Ed Stout
Global Managing Partner, Healthcare
Diversified Search Group
1 North Brentwood Boulevard
Suite 950
St. Louis, MO 63105
Medexec
Via LinkedIn - No individual was identified by Medexec
26 W Dry Creek Circle
Suite 600
Littleton, CO 80120
Identify each and every person or entity that declined to employ or compensate You as a result of
the termination of your employment with MetroHealth.
ANSWER:
See Answer to Interrogatory No. 16, including reference to Plaintiff's May 19, 2023
Deposition.
Identify who calculated the amount of Your SPBVC award for 2017 (paid in 2018).
ANSWER:
Objection to the defined term “SPBVC” as noted in the foregoing General Objections.
Without waiver of the foregoing general and specific objections, as Defendant JB Silvers testified
at his July 25, 2023 deposition with respect to the portion of PBVC based on target percentage of
base salary, the amount of supplemental incentive Plaintiff received for 2017 (paid in 2018) was

17
determined by a consistent formula, applicable to all employees eligible for PBVC, set forth in a
spreadsheet known as the Performance Based Variable Compensation Detailed File under the
auspices of the MetroHealth System’s chief financial officer. For further description of the process,
see Answer to Interrogatory No. 11.
Identify how the amount of Your SPBVC award of $400,000.00 for 2017 (paid in 2018) was
calculated.
ANSWER:
Without waiver of the foregoing general and specific objections, see Answers to Interrogatory Nos.
11 and 19.
Identify who directed Payroll to pay You a performance bonus in the amount of $798,072.44 for
2017 (paid in 2018).
ANSWER:
Geoffrey Himes
Identify who determined Your performance under each 2018 SPBVC goal (paid in 2019).
ANSWER:
11 and 19.

18
ANSWER:
determined by a formula, applicable to all employees eligible for PBVC, set forth in a spreadsheet
known as the Performance Based Variable Compensation Detailed File under the auspices of the
MetroHealth System’s chief financial officer. For further description of the process, see Answer
to Interrogatory No. 11.
2018 (paid in 2019).
ANSWER:
Geoffrey Himes
ANSWER:
11 and 19.

19
ANSWER:
2019 (paid in 2020).
ANSWER:
Geoffrey Himes
ANSWER:
11 and 19.

20
ANSWER:
2020 (paid in 2021).
ANSWER:
Geoffrey Himes
ANSWER:
11 and 19.

21
ANSWER:
2021 (paid in 2022).
ANSWER:
Geoffrey Himes
If You deny Request for Admission No. 24, Identify the MetroHealth counsel from whom You
sought advice regarding whether You had authority to authorize the payment of SPBVC to
Yourself and identify the date of the communications and describe the advice provided.
RESPONSE:
Without waiver of the foregoing general and specific objections, Plaintiff states that in early 2018,

22
in connection with implementing changes to the PBVC plan that included the possibility of eligible
employees receiving supplemental incentives or one-time recognition awards, he asked Michael
Phillips if it was necessary to go back to the Board of Trustees to approve supplemental
compensation for senior leadership or other eligible employees. Phillips took time to check, and
subsequently responded that it was not necessary to obtain additional Board approval for such
payments and that Plaintiff was authorized to carry out the plan as he did upon the Board’s
approval of the funding for the incentive plan. At all relevant times, Plaintiff and others understood
that he was eligible for PBVC and was part of senior leadership.
If You deny Request for Admission No. 25, Identify the MetroHealth counsel from whom You
sought advice regarding whether You were eligible to receive SPBVC - and identify the date of
the communications and describe the advice provided.
RESPONSE:
See Answer to Interrogatory No. 34.
If You deny Request for Admission No. 31, Identify each document that describes the SPBVC
program.
RESPONSE:
Unduly burdensome. Without waiver of the foregoing general and specific objections, there is no
separate “SPBVC” program. Supplemental incentives were paid pursuant to changes to the PBVC
Plan approved in 2017 and initiated in 2018. All documents concerning the PBVC Plan after 2017,
including but not limited to Board of Trustees resolutions, spreadsheets, metrics, system goals and

23
achievements, refer to a program which included three components, one of which was
supplemental incentives.
Identify the Ascension representative You named as “Greg” during Your deposition, as
documented on pages 61-62 of Your deposition.
RESPONSE:
Craig Cordola
Executive Vice President & Chief Operating Officer
Identify the Ascension hospital for which You were offered employment as its CEO, as
documented on pages 59-65 of Your deposition.
RESPONSE:
Objection. This interrogatory mis-states the testimony at pages 59-65 of Plaintiffs May
19, 2023 deposition where Plaintiffs testimony was that the position he was offered was to be
CEO of a health system, not a hospital.

24
VERIFICATION
I, AKRAM BOUTROS, M.D., hereby swear and affirm that the foregoing Answers to
Interrogatories are true and correct.
AKRAM BOUTlToS, M.D.
\*A^dav of hjbCOT , 2023.

Subscribed and sworn before me this
Marrissa S. Murph
Notary Public, state of Ohio
My CommiMion Expiiw
March 6, 2024
ElectroyicO^Fled 09/21/2023 17:47 / MOTION / CV 22 972601 / Confirmation Nbr. 2970676 / CLAJB

20
REQUEST FOR PRODUCTION OF DOCUMENTS
1. Produce all Documents You used, reviewed, identified, relied upon, or referred to in
preparing your Answers to the Interrogatories.
RESPONSE:
Objection. Calls for privileged attorney-client communications and information immune
from discovery under the attorney work product doctrine. Without waiver of the foregoing general
and specific objections, documents reviewed or relied upon in preparing Answers to these
Interrogatories are among those produced in response to other Requests for Production.
2. Produce all Documents that support Your denial of any Request for Admission.
RESPONSE:
Objection. Calls for privileged attorney-client communications and information
immune from discovery under the attorney work product doctrine. Without waiver of the foregoing
general and specific objections, responsive documents will be produced.
3. Produce all Documents that support the allegations in Your Complaint.
RESPONSE:
Objection. Overly broad and unreasonably burdensome. Calls for privileged attorney-client
communications and information immune from discovery under the attorney work product
doctrine. Without waiver of the foregoing general and specific objections, responsive documents
will be produced.

26
4. Produce all Documents relating to any Communication You have had with any Person,
other than Your attorneys, regarding the allegations in the Complaint.
RESPONSE:
Objection. Overly broad and unreasonably burdensome. Calls for privileged attorney-client
communications and information immune from discovery under the attorney work product
doctrine.
5. Produce all Documents relating to any written statement made by any Person concerning
the allegations of the Complaint.
RESPONSE:
of the phrase “written statement.” Calls for privileged attorney-client communications and
the foregoing general and specific objections, no such documents exist.
6. Produce all Documents which support your allegation that MetroHealth and/or its Board
of Trustees directed you to develop an additional incentive program, in addition to PBVC.
RESPONSE:
Objection. There is no “additional incentive program, in addition to PBVC.”
7. Produce all Communications between Y ou and any Person who was a member of the Board
of Trustees between January 1, 2021 and present.

27
RESPONSE:
Objection. Overly broad and unreasonably burdensome. Seeks documents that are neither
relevant nor reasonably calculated to lead to the discovery of admissible evidence. Without waiver
of the foregoing general and specific objections, responsive documents, if any exist, will be
produced.
8. Produce all Documents reflecting any notes taken by You during all regular and special
meetings of the MetroHealth Board of Trustees that You attended from January 1, 2013 through
November 21, 2022 regarding CEO compensation, executive compensation, and/or PBVC.
RESPONSE:
No such documents exist.
9. Produce all Documents reflecting any notes taken by You during all regular and special
meetings of the MetroHealth Board of Trustees relating to executive compensation (including
PBVC or SPBVC) or Your compensation between July 1, 2013 through November 21, 2022.
RESPONSE:
No such documents exist.
10. Produce all Documents, including Communications, related to any potential or actual
employment, offers of employment, and contracts between You and any recruiter, headhunter,
placement firm, or representative of:
a. Ascension;
b. NRP;
c. HGA;
d. Florence EOS;

28
e. Handl Health;
f. Cadence RPM;
g. General Catalyst; and
h. Medical Mutual of Ohio.
RESPONSE:
Responsive documents, if any exist, will be produced.
11. Produce all Documents, including Communications, between You and any employee of
the following entities between November 1, 2021 and present:
a. Ascension Health System;
b. NRP;
c. HGA;
d. Florence EOS;
e. Handl Health;
f. Cadence RPM;
g. General Catalyst;
h. Thrive Capital; and
i. Medical Mutual of Ohio.
RESPONSE:
12. Produce all proposed, draft, and final agreements between You and each of the following
entities:
a. Ascension Health System;

29
b. NRP;
c. HGA;
d. Florence EOS;
e. Handl Health;
f. Cadence RPM;
g. General Catalyst;
h. Thrive Capital;and
i. Medical Mutual of Ohio.
RESPONSE:
13. Produce all Documents relating to or identifying any recruiters, headhunters, or placement
firms with which You have worked since November 1, 2021.
RESPONSE:
relevant nor reasonably calculated to lead to the discovery of admissible evidence.
14. Produce all Communications between You and any recruiters, headhunters, or placement
firms since November 1, 2021.
RESPONSE:
relevant nor reasonably calculated to lead to the discovery of admissible evidence.

30
15. Produce all Documents relating to or identifying any offer of employment or other paid
compensation that Y ou received on or after November 1, 2021.
RESPONSE:
Objection. Overly broad and unreasonably burdensome. Without waiver of the foregoing
general and specific objections, responsive documents, if any exist, will be produced.
16. Produce all Documents that support or relate to Your claim for damages of any kind,
including the amount of damages sought.
RESPONSE:
of the phrase “support or relate to.” Calls for privileged attorney-client communications and
the foregoing general and specific objections, responsive documents will be produced.
17. Produce all Documents relating to Y our allegation that MetroHealth accused Y ou of illegal
conduct, gross misconduct, theft, or dishonesty.
RESPONSE:
of the phrase “relating to.” Calls for privileged attorney-client communications and information
general and specific objections, responsive documents will be produced. See also Exhibit A
attached hereto.

31
18. Produce all Documents that support Your contention that MetroHealth made any false
statement about You.
RESPONSE:
of the term “support.” Calls for privileged attorney-client communications and information
general and specific objections, responsive documents will be produced. See also Exhibit A
attached hereto.
19. Produce all Documents provided to the Ohio Ethics Commission by You.
RESPONSE:
Objection. All Commission investigations are confidential. Calls for privileged attorney
client communications and information immune from discovery under the attorney work product
doctrine. This request is not reasonably calculated to lead to the discovery of admissible evidence.
20. Produce all Documents used or relied upon by You in any Communication between You
and the Ohio Ethics Commission.
RESPONSE:
Objection. All Commission investigations are confidential. Calls for privileged attorney
client communications and information immune from discovery under the attorney work product
doctrine. This request is not reasonably calculated to lead to the discovery of admissible evidence.

32
21. Produce Your engagement agreement with Richard G. Johnson.
RESPONSE:
No such document exists.
22. Produce Documents relating to any income You received from any source, since November
21, 2022.
RESPONSE:
Objection. Overly broad and unreasonably burdensome. Seeks personal, confidential
financial information having no relevance to this dispute. Without waiver of the foregoing general
and specific objections, responsive documents will be produced.
23. Produce all Documents that were provided to the Board of Trustees regarding SPBVC.
RESPONSE:
24. Produce all data contained on the iPhone You were provided by MetroHealth.
RESPONSE:
Responsive documents from a forensic image of the device will be produced.
25. Produce all data contained on the iPad You were provided by MetroHealth.
RESPONSE:
Responsive documents from a forensic image of the device will be produced.

33
26. Produce all material that you maintained from Your MetroHealth iPhone, as described on
and around page 16 of Your deposition transcript.
RESPONSE:
Objection. Seeks personal, confidential information having no relevance to this dispute.
Without waiver of the foregoing general and specific objections, Plaintiff states: See Answer to
Interrogatory No. 24.
27. Produce all material that you maintained from Y our MetroHealth iPad, as described on and
around page 16 of Your deposition transcript.
RESPONSE:
Objection. Seeks personal, confidential information having no relevance to this dispute.
Without waiver of the foregoing general and specific objections, Plaintiff states: See Answer to
Interrogatory No. 25.
/s/ Jason R. Bristol___________ Kevin M. Spellacy (0042372)

Jason R. Bristol (0072989) kspell@mghslaw.com
jbristol@crklaw.com James R. Wooley (0033850)
Joshua R. Cohen (0032368) jwooley@mghslaw.com
j cohen@crklaw.com Hilow & Spellacy Co., LLC
James B. Rosenthal (0062872) 323 W. Lakeside Avenue, Suite 200
jbr@crklaw.com Cleveland, oH 44113
Cohen Rosenthal & Kramer LLP (216) 344-9220
3208 Clinton Avenue
Cleveland, ohio 44113 Attorneys for PlaintiffAkram Boutros, M.D.
(216) 815-9500
(216) 781-8061 (Fax)

34
I certify that a true copy of the foregoing was served by e-mail this 14th day of August,
2023 on the following counsel for Defendants:
Mark I. Wallach (0010948)

Rachel L. Steinlage (0079450)
MCCARTHY, LEBIT, CRYSTAL
& Liffman Co., L.P.A.
1111 Superior Ave., Suite 2700
(216) 696-1422 /(216) 696-1210 (facsimile)
miw@mccarthylebit.com
rls@mccarthylebit.com
/s/ Jason R. Bristol____


35
EXHIBIT A
EXHIBIT A
DEFAMATORY AND FALSE STATEMENTS
# Date Source Person Statement
1 11/21/2022 BOT Meeting Board of The Board also acknowledged the seriousness of the actions,
Minutes Trustees the inconsistency of the conduct with MetroHealth values,
Board policy, and law, and Dr. Boutros's excessive demands.
2 11/21/2022 BOT Meeting Inajo Ms. Chappell made a motion to terminate Dr. Boutros's
Minutes Chappell employment for cause, effective immediately, for breach of
contract and breach of fiduciary duty, which motion was
seconded by Mr. Moss.
3 11/21/2022 BOT Meeting Inajo Ms. Chappell noted that the report's findings make it clear that
Minutes Chappell Dr. Boutros has breached his employment agreement by,
among other things, commiffing acts involving dishonesty
against the System in awarding himself supplemental bonuses
between 2018 and 2022 without Board knowledge or
authorization.
4 11/21/2022 metrohealth.org Vanessa Dr. Boutros omitted reporting his full compensation to the
Whiting Board - and to a nationally recognized compensation
consultant hired to annually review and assess Dr. Boutros'
compensation.
5 11/21/2022 metrohealth.org Vanessa The Board of Trustees did not delegate to Dr. Boutros the
Whiting authority to self-evaluate his performance against metrics
never disclosed to the Board, and then authorize supplemental
bonus payments for himself in amounts never disclosed to the
Board.
6 11/21/2022 metrohealth.org Vanessa The self-evaluations and the supplemental bonus amounts
Whiting paid to Dr. Boutros were not disclosed to the Board, even
though Dr. Boutros' employment contract makes clear that the
Board sets Dr. Boutros' compensation.
7 11/22/2022 Cleveland Vanessa "Dr. Boutros omitted reporting his full compensation to the
Business Journal Whiting board — and to a nationally recognized compensation
compensation."
8 11/22/2022 Cleveland Vanessa "The Board of Trustees did not delegate to Dr. Boutros the
Business Journal Whiting authority to self-evaluate his performance against metrics
never disclosed to the board, and then authorize supplemental
board," MetroHealth said in the statement.
EXHIBIT A - DEFAMATORY AND FALSE STATEMENTS 1
9 11/22/2022 Cleveland.com MetroHealth Boutros reportedly gave himself the bonuses after conducting
System his own "self-assessments" of his job performance, the board
said. He did not have permission to grade his own
performance.
10 11/22/2022 Cleveland.com MetroHealth Granting himself bonuses without board knowledge or

System approval, it said, "reflects a violation of Dr. Boutros' fiduciary
duties to MetroHealth."
11 11/22/2022 Cleveland.com MetroHealth The board in announcing the dismissal said in a statement that
System Boutros had awarded himself the unauthorized bonuses
between 2018 and 2022. Trustees were unaware of the
bonuses which were a violation of Boutros' contract, the
statement said.
12 11/22/2022 Fox 8 MetroHealth "The Board demanded immediate repayment of the

System supplemental bonus money. On October 31, Dr. Boutros repaid
$2,104,337.11, which represented the supplemental bonus
money paid without approval for performance in calendar
years 2017 through 2021, plus $124,003.86 in interest."
13 11/22/2022 Fox 8 MetroHealth "The Board of Trustees did not delegate to Dr. Boutros the
System authority to self-evaluate his performance against metrics
never disclosed to the Board, and then authorize supplemental
Board. Dr. Boutros omitted reporting his full compensation to
the Board - and to a nationally recognized compensation
compensation. "
14 11/25/2022 Cleveland.com MetroHealth "This evidence, at a minimum, establishes the Board's right to
System terminate Boutros's employment for cause, as defined in the
employment agreement," the report says. "And, at worse, this
evidence suggests that Boutros may face potential criminal
liability for Ohio ethics violations, theft in office, and other
related statutes." It appears that the board did authorize his
full bonuses. The report cites a March 28, 2018, meeting
where the board approved a total of $7 million in
performance-based bonuses for executives, an amount that
included Boutros's base bonus as well as his supplemental
payment. But the report says the board did not know about
the extra payment because the resolution didn't provide a
breakdown or reference supplemental bonuses -- for Boutros
or any other executive.
15 11/25/2022 Cleveland.com MetroHealth McCaffrey's report indicates that Boutros faces the possibility
System of criminal liability. The report cited ethics violations and theft
in office involving allegations that Boutros misappropriated
public funds.
16 11/25/2022 metrohealth.org McCaffrey "By his own admission and as supported by numerous
Report documents, The MetroHealth System's President and Chief
Executive Officer, Akram Boutros, M.D. ("Boutros"), failed to
disclose significant additional bonus compensation he awarded
himself between 2018-2022."
17 11/25/2022 metrohealth.org McCaffrey "By participating in the Supplemental PBVC plan as he did—
Report without Board authorization—Boutros arguably acted with the
purpose of advancing his own financial interests over the
System's interest in controlling executive compensation by
maintaining it at a certain level."
18 11/25/2022 metrohealth.org McCaffrey "Given the proximity of Boutros's conduct to conduct

Report prohibited under Ohio Ethics (and other laws), it is
recommended that the BOT disclose the facts surrounding the
issue to the Ohio Ethics Commission for their review and
assessment."
19 11/25/2022 metrohealth.org McCaffrey "He also manipulated the processes of the System to maintain
Report control of the Supplemental PBVC Program by failing to
disclose information about payments under that program to
the Board."
20 11/25/2022 metrohealth.org McCaffrey "Here, Boutros did the same thing. Unlike the PBVC award—
Report which was based on metrics mutually agreed upon by Boutros
and the BOT and which were forward-looking—the
supplemental PBVC award was based upon metrics decided by
Boutros (who also assigned their weight), and which were
backward looking. Boutros was able to accomplish this by
virtue of the discretion the Board had delegated to him with
respect to incentive payments for System employees, who all
report up to him. Like the conduct of the treasurer in
Brumback, Boutros's conduct could be "deemed deceptive."
Brumback at 85."
21 11/25/2022 metrohealth.org McCaffrey "Here, Boutros's conduct violated, at least, his duties of good
Report faith and loyalty to the System. A fiduciary violates that duty
where he "intentionally acts with a purpose other than that of
advancing the best interests" of his employer."
22 11/25/2022 metrohealth.org McCaffrey "However, Boutros's recent written communications to Board

Report Chair Whiting on November 11, 2022 evidence an intent to
resist."
23 11/25/2022 metrohealth.org McCaffrey "In addition, there is little room for dispute that such conduct
Report also "involves dishonesty by [Boutros] against the System." As
reflected above, there were numerous opportunities at which
Boutros could and should have disclosed his Supplemental
PBVC payments to the BOT - the annual PBVC approval
process, his regular compensation updates, his salary
negotiations, and in response to a public records request that
he forwarded to the BOT. But he failed to do so."
24 11/25/2022 metrohealth.org McCaffrey "In summary, without the knowledge or involvement of the
Report Board, Boutros selected backward looking metrics for which he
ultimately determined the weight to be assigned to each
metric, and he determined the score to be assigned to himself
in calculating his annual Supplemental PBVC payment."
25 11/25/2022 metrohealth.org McCaffrey "It is not a far stretch to say that Boutros's role in awarding
Report himself Supplemental PBVC payments was akin to council
members who enact ordinances affecting their compensation,
or mayors who have authority to approve or veto those same
ordinances. If approving the Supplemental PBVC program was
within Boutros's official duties, then conduct related to that
program that resulted in him receiving additional
compensation, that conduct arguably violated R.C. 102.03(D)
and/or (E)."
26 11/25/2022 metrohealth.org McCaffrey "Provision (v) - Act of Fraud, Embezzlement, Theft, or Other
Report Act of Dishonesty - This provision is more straightforward than
provision (iv). As discussed in Section IV.B, infra, 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. Theft in office is a "theft offense" as defined by the
Ohio Revised Code. See R.C. 2913.01(K)(l)".
27 11/25/2022 metrohealth.org McCaffrey "R.C. 2921.13(A)(9) might if apply if Boutros made false
Report statements to the Board about whether he participated in the
Supplemental PBVC, or statements about his total cash
compensation that did not reflect his participation in that
program, with the purpose of commiffing or facilitating a
"theft offense." Here, as discussed above, there is a reasonable
basis for arguing that Boutros committed the offense of "theft
in office," in violation of R.C. 2921.41. For purposes of Chapter
29, "theft offense" is defined to include a violation of R.C.
2929.41. See R.C. 2913.01(K)(l). Thus, "theft in office" could
serve to support a conviction under R.C. 2921.13(A)(9), which,
under the circumstances of this case (i.e., value in excess of
$150,000) that offense would be a third-degree felony. R.C.
2921.13(F)(2)."
28 11/25/2022 metrohealth.org McCaffrey "The aim of these further recommendations will be to avoid a
Report circumstance, such as the Supplemental PBVC matter involving
Boutros, from occurring, or to assist in the BOT's early
detection of such a scheme."
29 11/25/2022 metrohealth.org McCaffrey "The evidence will show this statement to be false as Boutros's
Report revisions to this statement were identified in electronic
communications."
30 11/25/2022 metrohealth.org McCaffrey "The facts established above strongly suggest that Boutros
Report knew or should have known that the Board had no knowledge
of the Supplemental PBVC payments and that he had not
received any approval from the Board for Supplemental PBVC
payments to him. And, his conduct continued over a period of
years."
31 11/25/2022 metrohealth.org McCaffrey "The timing of the media's inquiry and the information omitted
Report from materials provided to the media and the BOT is evidence
of Boutros's early efforts to conceal from the Board and the
general public his receipt of a Supplemental PBVC payment."
32 11/25/2022 metrohealth.org McCaffrey "These supplemental payments to the CEO were actively
Report concealed from the Board and its compensation consultants'
review by Boutros's actions."
33 11/25/2022 metrohealth.org McCaffrey "These two instances of Boutros's failure to disclose his
Report Supplemental PBVC payments fly in the face of Boutros's
assertion that he was ethical and transparent in his dealings on
this issue, and that the BOT's approval of the payments was
clear. If so, why would he not include the payments in these
calculations?"
34 11/25/2022 metrohealth.org McCaffrey "This email communication demonstrates further evidence of

Report Boutros's failure to disclose to the compensation consultants
and the BOT Chair that Boutros was receiving Supplemental
PBVC payments."
35 11/25/2022 metrohealth.org McCaffrey "This evidence, at a minimum, establishes the Board's right to
Report 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."
36 11/25/2022 metrohealth.org McCaffrey "While Boutros initially identified to the Board Chairperson
Report and Tucker Ellis that he was evaluated by his senior leadership
team, this was determined to be incorrect."
37 11/28/2022 Cleveland Scene MetroHealth MetroHealth has determined that the investigation report
System prepared by Tucker Ellis LLP at the Board's request is not
covered by attorney-client privilege The findings were not only
cause for publicly funded hospital system to fire Boutros but
also show that he has exposure to possible criminal charges
including felony theft in office, wrote John McCaffrey, the
former FBI agent and Tucker Ellis partner, in the report. "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," it reads
38 11/28/2022 Ideastream MetroHealth "This evidence suggests that Boutros may face potential
System criminal liability for Ohio ethics violations, theft in office, and
other related statutes," the report says.
39 11/28/2022 Ideastream Vanessa The chair of MetroHealth's board said she was disappointed
Whiting but not surprised that former MetroHealth CEO Dr. Akram
Boutros had filed a lawsuit against the hospital system. "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," wrote Vanessa Whiting in a statement released
Monday after news broke that Boutros had filed suit against
his former employer.
40 11/29/2022 Becker's Vanessa "We're disappointed, though not surprised, that Dr. Boutros
Hospital Review Whiting has filed a lawsuit," she said in a statement shared with
Becker's. "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."
41 11/30/2022 Cleveland Vanessa Whiting released a statement Nov. 28 about the lawsuit.
Jewish News Whiting "We're disappointed, though not surprised, that Dr. Boutros
has tiled a lawsuit," Whiting said in the statement. "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 tile 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."
42 12/2/2022 Cleveland.com E. Harry "...after reviewing the evidence compiled by outside

Walker & investigators, it was clear to us that he had helped himself to
Vanessa nearly $2 million in bonuses without the input or approval of
Whiting trustees as required by his contract, and had deliberately
concealed those payments from us and the public."
43 12/9/2022 metrohealth.org JB Silvers "To clarify one point, you ask about 'executives.' Please
remember that there was only one executive at MetroHealth
who evaluated himself resulting in an unauthorized bonus -
and he is no longer employed there."
44 12/9/2022 Cleveland.com JB Silvers "However, the audit standards on fraud (AICPA) are clear that
misstatements by top management are very difficult to detect
even in the best of systems. It is imperative that, as board
members, you are able to trust your most senior leader to be
honest and carry out their job with integrity. The CEO has a
fiduciary responsibility to be honest and transparent with the
board, especially in matters involving compensation. This is a
balancing act of governance based on trust which fails when
ethical standards are not upheld."
45 12/9/2022 Cleveland.com JB Silvers "The CEO has a fiduciary responsibility to be honest and
transparent with the board, especially in matters involving
compensation," Silvers said. "This is a balancing act of
governance, based on trust, which fails when ethical standards
are not upheld."
46 12/9/2022 Cleveland Scene JB Silvers "We certainly will require compensation consultants to verify
details of a CEO's pay and benefits with HR in the future rather
than relying on data provided by the CEO alone," said J.B.
Silvers, vice chair of the MetroHealth Board of Trustees in a
statement. "If we were guilty of anything it was of being too
trusting of the Chief Executive Officer"
47 12/9/2022 Twitter E. Harry "One last thing to remember: Dr. Steed's predecessor was
Walker dismissed because he took money to which he was not
entitled and concealed that fact from the Board and others"
48 12/15/2022 Cleveland.com E. Harry "Once again, let's be clear: Dr. Boutros was terminated
Walker because we learned he was paying himself almost $2 million in
bonuses that had not been authorized by the MetroHealth
Board," reads the statement. "It's that simple. To claim
otherwise is to continue to smear the reputation of the very
institution he claims to love and to undermine his successor."
49 12/23/2022 Cleveland.com Laura The board did authorize aggregate bonus amounts. A new
McBride audit, looking into why Boutros' unauthorized bonuses were
undetected, is expected to be completed by the end of
January, McBride said. No evidence has been found that other
MetroHealth employees or board members helped Boutros
conceal his supplemental bonuses, she said.
50 12/23/2022 Cleveland.com Laura The controversy over the bonuses isn't that Boutros authorized
McBride the payments for his top executives. He had that authority,
said Laura McBride, MetroHealth's general counsel. It came
with the provision that total pay and bonuses should not
exceed a certain limit, McBride said. But only the board could
set the CEO's pay and bonuses, and Boutros hid part of his
bonuses from the MetroHealth board of trustees, she said.
51 1/7/2023 Cleveland Airica Steed "It is unfortunate and unfair that a shadow has been cast over
Business News such a significant, powerful, storied and treasured organization
that truly is above one person's actions or decisions. 1 started a
month early to ensure that we put the dark cloud in our
rearview mirror. 1 strongly believe that the board of trustees
made a courageous decision"
52 1/7/2023 Spectrum News Airica Steed "It certainly wasn't fair to me. Certainly wasn't fair to
1 MetroHealth. Certainly wasn't fair to the community we
serve," she said. Dr. Steed said the board made the right call by
leffing him go."
53 1/7/2023 Spectrum News Airica Steed Restoring trust in MetroHealth is a top priority for Dr. Steed.
1 "MetroHealth is not a reflection of one person," said Dr. Steed.
"MetroHealth is not a reflection of a poor decision."
54 1/10/2023 Becker's Airica Steed "The situation that unfolded obviously is extremely
Hospital Review unfortunate... The board made a very difficult call, a very
courageous call, and one that 1 support wholeheartedly."
55 1/12/2023 ABC News 5 Airica Steed "let's put the right structure in place to ensure that we don't
Cleveland repeat the sins of the past. And that's what we're
concentrating on. So 1 really believe the board made the right
call," Steed said in regard to the hospital's decision to
terminate Dr. Akram Boutros."
56 1/13/2023 Crain's Airica Steed "And MetroHealth is not a reflection of the crisis. MetroHealth
Cleveland is not a reflection of, of one person that made a poor decision
Business: ... And 1 can say wholeheartedly that there's a separation
between me and my predecessor, 1 have nothing to do with
the circumstances. And I'm unfortunately having to navigate
through what the end result of those circumstances were. But
the board made the right call by sounding that alarm. It was a
very courageous decision; it was a very difficult decision to
make. But they made the right decision, and that's telling. And
they're very bold, courageous and heroes of their own, in
terms of making that step forward..."
57 3/3/2023 Beckers Hospital MetroHealth Among the findings from the audit, which was shared with
News System Becker's, are: Dr. Boutros included himself as an eligible
employee in the supplemental bonus pool without board
approval. Dr. Boutros performed a self-evaluation of his
supplemental bonus pool achievements and calculated his
own supplemental bonus payouts. Dr. Boutros failed to
disclose his supplemental bonuses to the board and outside
parties. The CFO failed to implement segregation of duty
controls related to the CEO supplemental bonus pool
compensation.
58 3/3/2023 Cleveland MetroHealth MetroHealth's ex-CEO took 'deliberate steps' to conceal $1.9M
Business Journal System in bonuses, audit report says
59 3/3/2023 Crain's MetroHealth "Dr. Boutros controlled the creation, implementation and
Cleveland System execution of the SPBVC program, resulting in the concealment
Business of supplemental compensation," the audit stated.
60 3/3/2023 Crain's MetroHealth Boutros also, according to the BDO findings, excluded human
Cleveland System resources from variable compensation plan development and
Business from SPBVC metric assessment and employee evaluations.
61 3/3/2023 Ideastream MetroHealth The audit, by BDO, a global accounting firm, confirms
System accusations made by the hospital board that former CEO Dr.
Akram Boutros "circumvented rules and processes to pay
himself $1.9 million in unauthorized bonuses," the hospital
said in a statement.
62 3/3/2023 Ideastream MetroHealth The hospital points to the audit to bolster its claims that
System Boutros solely controlled the supplemental bonus plan and
"took deliberate steps to conceal his actions" from the hospital
board, the statement said.
63 3/3/2023 metrohealth.org BDO Report "Additionally, we identified no documentation delegating the

released by BOT's authority to approve Dr. Boutros' compensation, or for
MetroHealth Dr. Boutros to approve his own compensation. Contradictorily,
System Dr. Boutros sought the approval of the BOT for, or the BOT
previously approved, all forms of compensation other than the
SPBVC, including the 2020 EA, base salary adjustments, and
PBVC."
64 3/3/2023 metrohealth.org MetroHealth "An independent audit confirms and expands upon previous
System findings that showed former MetroHealth President & CEO
Akram Boutros, MD, circumvented rules and processes to pay
himself $1.9 million in unauthorized bonuses and took
deliberate steps to conceal his actions from the Board of
Trustees and other parties."
65 3/3/2023 metrohealth.org BDO Report "Based on our analysis of the foregoing, we identified the
released by following findings regarding Dr. Boutros' circumvention of
MetroHealth controls resulting in supplemental compensation being paid to
System Dr. Boutros."
66 3/3/2023 metrohealth.org BDO Report "Based on our discussions, during the period examined, Dr.
released by Boutros established an organizational structure that excluded
MetroHealth the System's Human Resources ("HR") function from
System participation in the design or execution of the incentive
compensation programs, other than as described below."
67 3/3/2023 metrohealth.org BDO Report "Based on our interviews of System BOT members, Dr. Boutros
released by never disclosed the existence of the SPBVC program, a material
MetroHealth change in employee compensation, to the BOT as required by
System Resolution 19284."
68 3/3/2023 metrohealth.org BDO Report "Based on the interviews of members of the BOT, Dr. Boutros
released by neither disclosed the existence of the SPBVC program nor did
MetroHealth he disclose that he received compensation payments related
System to the SPBVC."
69 3/3/2023 metrohealth.org BDO Report "Counsel's Report determined that the BOT did not approve or
released by authorize the SPBVC payments in excess of $1.9 million that Dr.
MetroHealth Boutros received between 2018 and 2022, and that Dr. Boutros
System took actions to conceal the SPBVC payments to himself."
70 3/3/2023 metrohealth.org BDO Report "DR. BOUTROS ACTED CONTRARY TO SYSTEM ETHICS POLICY
released by AND DELEGATIONS SET BY THE BOT"
MetroHealth
System
71 3/3/2023 metrohealth.org BDO Report "DR. BOUTROS CAPPED CERTAIN EMPLOYEE INCENTIVE
released by PAYMENTS TO AVOID THEIR TOTAL CASH COMPENSATION
MetroHealth EXCEEDING THE 90TH PERCENTILE OF COMPARABLE TOTAL
System CASH COMPENSATION"
72 3/3/2023 metrohealth.org BDO Report "DR. BOUTROS CONTROLLED THE CREATION,

released by IMPLEMENTATION AND EXECUTION OF THE SPBVC PROGRAM
MetroHealth RESULTING IN THE CONCEALMENT OF SUPPLEMENTAL
System COMPENSATION"
73 3/3/2023 metrohealth.org BDO Report "Dr. Boutros defined the population of eligible SPBVC
released by employees and included himself without approval from the
MetroHealth BOT."
System
74 3/3/2023 metrohealth.org BDO Report "Dr. Boutros defined the SPBVC eligible employee population
released by consistent with the PBVC eligible population, although the
MetroHealth PBVC and SPBVC programs are separate, including,
System importantly, that the BOT approved the PBVC eligible
employee population but did not approve the SPBVC eligible
employee population.
75 3/3/2023 metrohealth.org BDO Report "DR. BOUTROS EXCLUDED HR FROM SPBVC METRIC
released by ASSESSMENT AND EMPLOYEE EVALUATIONS"
MetroHealth
System
76 3/3/2023 metrohealth.org BDO Report "DR. BOUTROS EXCLUDED HR FROM VARIABLE

released by COMPENSATION PLAN DEVELOPMENT"
MetroHealth
System
77 3/3/2023 metrohealth.org BDO Report "DR. BOUTROS FAILED TO DISCLOSE HIS SPBVC
released by COMPENSATION TO BOT & OUTSIDE PARTIES"
MetroHealth
System
78 3/3/2023 metrohealth.org BDO Report "DR. BOUTROS FAILED TO IMPLEMENT AN EFFECTIVE

released by CONTROL STRUCTURE BY EXCLUDING THE SYSTEM'S HUMAN
MetroHealth RESOURCES FUNCTION FROM THE PBVC AND SPBVC
System PROCESSES"
79 3/3/2023 metrohealth.org BDO Report "Dr. Boutros failed to provide the BOT an explanation for the
released by above material change in language or additional language
MetroHealth changed in Resolution 19495. Neither the CLO nor the CFO
System could explain why the term "supplemental incentive" was used
versus "supplemental PBVC".68 Both indicated Dr. Boutros
presented these resolutions to the BOT and would have
drafted the language identified above."

Bourtos v. MetroHealth

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Motion No.

Court of Common Pleas

By: JASON R. BRISTOL 0072989

Confirmation Nbr. 2970676

AKRAM BOUTROS, M.D. CV 22 972601

AKRAM BOUTROS, M.D., ) Case No.: CV-22-972601

this Motion as Exhibit 1.

and eliminated his future prospects for employment.

MetroHealth terminated Dr. Boutros’s employment because he supposedly concealed his

them from accessing them.

MetroHealth executives’ total remuneration package with recommendations and observations

Another conclusion justifying MetroHealth’s termination of Dr. Boutros’s employment

Dr. Boutros explaining to both consultants that an “[a]dditional Supplemental incentive is

investigator for preparation of his report, or to the Plaintiff in discovery.

Also supporting MetroHealth’s wrongful termination of Dr. Boutros’s employment was

correct compensation, including supplemental incentives, was fully disclosed.

acted without authority, resolutions approving the Board’s Executive Compensation

Methodology from 2013 through 2022 each state that

the Board will delegate authority to the President and Chief

II. Airica Steed’s Involvement and Relevant Testimony

LAW AND ARGUMENT

appropriately compelled to testify at deposition through proper notice as opposed to a subpoena.

The rule states

(a) Motion; grounds for sanctions

The court may, on motion, order sanctions if:

Interrogatories and Requests for Production of Documents, Answer to Interrogatory No. 15

compelling her attendance at deposition.

time and place mutually agreed upon by the parties.

/s/ Jason R. Bristol_______________

Kevin M. Spellacy (0042372)

Attorneys for PlaintiffAkram Boutros, M.D.

/s/ Jason R. Bristol_____________

/s/ Jason R. Bristol___________

AKRAM BOUTROS, M.D., ) Case No.: CV-22-972601

Copies furnished to: Counsel of Record

AKRAM BOUTROS, M.D., ) Case No.: CV-22-972601

of Plaintiffs’ Motion to Compel the deposition of Airica Steed.

3. I am a Partner at Cohen Rosenthal & Kramer LLP (“CRK”) in Cleveland, Ohio. I

complex employment law disputes for more than twenty years.

4. As an attorney at CRK, I am responsible for prosecuting, as lead counsel, federal

wage and hour laws, among others.

currently being considered by the Court.

Deposition of Africa Steed

Notice of Deposition attached hereto as Exhibit A.

Discovery Dispute Correspondence attached hereto as Exhibit B.

8. The communication went on to call Plaintiffs deposition notice a “nullity,” and

Mr. Wallach stated:

subpoena would result in her attendance a deposition. Id.

notice without objection. Id.

mean that the parties were at an impasse on the matter.

as a professional courtesy. Id.

not change its position.

discovery issues. Id.

Court Order.” “This is coming directly from her.”

instant motion on September 18, 2023.

Requests for Production of Documents.

FURTHER AFFIANT SAYETH NAUGHT.

SWORN TO BEFORE ME and subscribed in my presence on the 21st day of September

AKRAM BOUTROS, M.D., ) Case No.: CV-22-972601

/s/ Jason R. Bristol______