Governing Health

In this episode, host Michael Peregrine discusses current trends in health care executive compensation decisions and the importance of the Board of Directors in making these complex and highly scrutinized decisions. Guests: Tim Cotter, Managing Director of Sullivan Cotter and Ralph DeJong, Executive Compensation Partner, McDermott Will & Emery.

The latest episode of the Governing Health podcast series explores important economic trends and indicators and their implications on boards of directors.

Learn how operating activities such as conducting multi-state business, fiduciary duties, and the class of beneficiaries are affected by the transformation of nonprofit health care.

Engage with our State Attorneys General panelists on how the evolution of nonprofit health care impacts business activities in this space including M&A, Board obligations, and state nonprofit law.

Examine the role of the State Attorneys General in the regulatory scheme governing nonprofit health care organizations.

The new governance challenges facing boards are dramatically changing the approach of the nominating committee to board composition. Just what is the most effective mix of thought, background, expertise and experience to fill the board? To help us uncover trends in board composition, and how matters of organizational dynamics and legal requirements are supporting the committee’s functions, Michael Peregrine welcomes David Nygren, President of Nygren Consulting.

The responsibilities of health system directors are significant and increasing, and engagement is a major concern, which is why director compensation has become a hot—though controversial—topic for large health systems. While it isn’t yet widely accepted in the nonprofit sector and may be difficult to implement, compensation may be a critical talent development tool for director recruitment and retention, and a necessary step if health systems are going to survive within nonprofit ownership. Tim Cotter, Ralph DeJong and Michael Peregrine discuss where this director compensation headed in the health care sector.

Executive compensation is always an important topic for the board, made even more critical by the provisions of the Tax Cuts and Jobs Act and recent governance trends. We're joined by two of the leading voices on executive compensation practices in health care: Tim Cotter of Sullivan, Cotter and Associates, and McDermott partner Ralph DeJong.

Director engagement is perhaps the most important indicator of a board’s effectiveness and efficiency, yet governance committees often struggle with how best to educate their board members about the essential traits of engagement. Many boards may find value in working with a professional coach to address this and other issues that could be barriers to high performance. To help us better understand coaching process and key considerations, we’re joined by Pam Knecht, President and CEO of Accord Limited, a national consulting firm that focuses on health care governance. We’re also pleased to welcome back John Challenger to discuss Challenger, Gray & Christmas' recent report on CEO turnover.

When it comes to preventing corporate scandals, regulators typically look to the board as the first line of defense. This is especially the case in the nonprofit sector, where there is no market factor to provide additional oversight and protection. It is in this context that the board’s audit committee provides particular value. Amongst its many roles is the general expectation that it will monitor the potential for financial irregularity and be attentive to the warning signs of fraud, malfeasance or gross mismanagement. And, in the nonprofit sector, we have several recent examples where state and federal regulators are probing prominent charities based on allegations of financial impropriety and conflicted business transactions.

To help us consider this unique role of the Audit Committee, and how it relates to these recent scandals, Michael Peregrine welcomes Scott Steffens and Dianne Wasieleski of Grant Thornton.