A Call for Change in Healthcare Governance

Over the past 30-40 years many healthcare organizations have gradually shifted from a charitable, not-for-profit organization to a not-for-profit in name only business. Accompanying this shift, has been a shift in hospital governance away from a benevolent organization directed by charitable organizations such as religious organizations to businessman focused on revenue and profits. Of course, this does not mean that not-for-profit organizations are for loss. Small or modest profits are necessary to continue to operate.

Accompanying this change in organizational goals from a charitable to a more business focus, has been changes in the hospital board of directors or trustees (1). The mission of a publicly traded corporation is to return economic value to their shareholders and is the primary fiduciary focus of that board. On the other hand, the mission of a not-for-profit, 501c, charitable healthcare system is to provide health services improving the well-being of the community.

The board of directors or trustees of a not-for-profit organization theoretically must be primarily focused on the fulfillment of the charitable mission, not on generating profit for its own sake. Not-for-profit boards tend to be larger. In the 1980s the average size of a not-for-profit hospital board was well over 25, but is declining. By 2023 the average size was around 13 (1). At least 51% of the members of a not-for-profit charitable board must meet the Internal Revenue Service (IRS) definition of independence. This means that these board members must be independent of direct economic relationships with the organization and not have direct family members who work for the organization. This is one way that the IRS tries to ensure that the board is loyal to the charitable mission of the organization.

In the 1980’s new board members were often elected by the board and usually received no or minimal compensation (2). However, today board members are often “nominated” by the administration of the hospital and often receive compensation which can be substantial (2). For example, the 14 board members of Banner Health receive in excess of $95,000/year (3). In addition, hospital CEOs were usually ex officio non-voting board members. Again, using Banner Health as an example, the CEO is a full board member (4). Board composition has also changed. In the past there was often ample physicians and nurses providing medical guidance to the board. Today their numbers have dwindled. Banner has  only 2 physicians on its 14-member board (an internist/emergency room and a family physician). Nursing is not represented.

The role of the chief of staff (COS) has also changed. In the past COSs were usually members of the medical faculty who served one or two years on a part-time basis. They were compensated but that was largely to offset their loss of income as a physician. Now COSs are often full-time serving at the pleasure of the hospital CEO and/or board. They are no longer the doctors’ representative to the hospital administration but rather the hospital administration’s representative to the doctors (5). The concept that the COS can work in a “kumbaya” relationship with hospital administrators is a naive remanent from a bygone era. Although a good working relationship may exist in some healthcare organizations, increasingly the relationship is adversarial.

Physician practice has also changed. In the past physicians were often self-employed independents who practiced within the confines of the hospital or clinic. Now 77% of physicians are employed, a dramatic increase from 26% only 10 years ago (6). The reason most often cited has been declining reimbursement (7). Although cost containment is often cited as a reason for the decline, Medicare physician pay has plummeted by 26% when adjusted for inflation over the past 20 years while hospital reimbursement has surged by 70% (7). The decline in reimbursement has prompted many doctors to abandon independent practice for hospital or corporate employment (7). Some have equated increasing physician employment for decreasing access and quality of care (7).

It seems unlikely that without a change in governance any meaningful change in the businessmen’s stranglehold of medicine with its poor care, high prices and administrative overcompensation will be forthcoming. One simple improvement is election of the COS by an independent medical staff rather than appointment by a hospital director or board.

A second, also simple change is that independent doctors, nurses and technicians need to have their representation increased on the board of directors of the hospital or healthcare organization. They should be elected by the hospital staff and not appointed by the CEO. Rather than just requiring 51% of board members be independent, at least 51% of boards should have doctors, nurses or technicians who practice at the hospital or healthcare organization but are independent. This ensures adequate medical expertise including local knowledge about the operation of the organization.

Changes described above to the COS and board of directors should be required by the Joint Commission, Centers for Medicare and Medicaid, the state department of health and possibly the IRS. These changes could go a long way to resolving the intrusion in medicine by businessmen interested more in their own gain and not the charitable healthcare mission of a 501c hospital or healthcare organization.

References

1. Wagner SE. A Taxonomy of Health Care Boards. Trustee Insights. American Hospital Association. September, 2023. Available at: https://trustees.aha.org/system/files/media/file/2023/09/TI_0923_orlikoff_interview_3.pdf (accessed 6/14/2024).
2. Blodgett MS, Melconian LJ,  Peterson JH. Evolving Corporate Governance Standards for Healthcare Nonprofits: Is Board of Director Compensation a Breach of Fiduciary Duty. Brooklyn Journal of Corporate Financial & Commercial Law. 2013;7(2): 444-474. Available at: https://brooklynworks.brooklaw.edu/cgi/viewcontent.cgi?article=1046&context=bjcfcl (accessed 6/14/2024).
3. ProPublica. Nonprofit Explorer. December 2022 Tax Filing. Available at: https://projects.propublica.org/nonprofits/organizations/450233470 (accessed 6/14/24).
4. Board of Directors. Banner Health. Available at: https://www.bannerhealth.com/about/leadership/board-of-directors (accessed 6/14/24).
5. Robbins RA. The Potential Dangers of Quality Assurance, Physician Credentialing and Solutions for Their Improvement. Southwest J Pulm Crit Care Sleep. 2022;25(4):52-58. [CrossRef]
6. Physicians Advocacy Institute. Updated Report: Hospital and Corporate Acquisition of Physician Practices and Physician Employment 2019-2023. April 2024. Available at: https://www.physiciansadvocacyinstitute.org/Portals/0/assets/docs/PAI-Research/PAI-Avalere%20Physician%20Employment%20Trends%20Study%202019-2023%20Final.pdf?ver=uGHF46u1GSeZgYXMKFyYvw%3d%3d (accessed 6/16/24).
7. G Grossi. Dr David Eagle: CMS Reimbursement Cuts Encourage Trend of Independent Physician Exodus. American Journal of Managed Care. Feb 12, 2024. Available at: https://www.ajmc.com/view/dr-david-eagle-cms-reimbursement-cuts-encourage-trend-of-independent-physician-exodus (accessed 6/16/24).

Cite as: Robbins RA. A Call for Change in Healthcare Governance. Southwest J Pulm Crit Care Sleep. 2024;28(6):91-93. doi: https://doi.org/10.13175/swjpccs028-24 PDF

Executive Pay and the High Cost of Healthcare

Two recent articles examined hospital executive pay. One was “Bitter Pill: Why Medical Bills Are Killing Us” from Time magazine (1). We reviewed this article in our “March 2013 Critical Care Journal Club” (2). The other is a more recent article from Kaiser Health News (3). The later is particularly intriguing since it discusses healthcare executive compensation. We thought it might be of interest to examine executive compensation from selected nonprofit hospital tax returns from Arizona, New Mexico and Arizona. (Table 1). [Editor's note: It may be necessary to enlarge the view on your browswer to adquately visualize the tables.]

Table 1. Financial information from Southwest hospitals latest year tax return as listed by GuideStar (4).

*Includes Scottsdale Healthcare Corporation

These Southwest hospitals appear to be doing quite well. Overall they had combined incomes of $19,831,088,546, assets of $ 10,228,640,923 and profits of $1,145,888,944. None lost money. Although the data from organizations such as Dignity, Banner, Scottsdale Healthcare, Exempla, and Presbyterian Healthcare include several hospitals, they are doing well, especially for “nonprofit” hospitals.

The CEOs were also doing well (Table 2).

Table 2. CEO and executive compensation from Southwest hospitals latest year tax return as listed by GuideStar (4).

*Includes employees listed on Form 990.

**Includes Scottsdale Healthcare Corporation

The CEOs were paid an average of $1,718,484 and the average executive made $591,618. Not bad for being paid by a “nonprofit” organization. The CEO pay is nearly 8 times and the executive pay is nearly 3 times the slightly over $200,000 average Southwest pulmonary and critical care physician received in 2011 (5).

The Kaiser Healthcare News article went on to point out that boards at nonprofit hospitals are often paying hospital administrators much more for boosting volume than delivering healthcare value (3). Hospital administrators agreed but were quick to point out that compensation is increasingly being determined by healthcare performance incentives. However, James Guthrie, a hospital compensation consultant for Integrated Healthcare Strategies stated about administrative compensation, "What you're seeing is incentive plans that look pretty similar to what they looked like five years ago or ten years ago…they're changing, but they're changing fairly slowly."

Two of the local executives mentioned in the Kaiser Healthcare News article were Lloyd Dean and Peter Fine, heads of Dignity Health and Banner Health respectively. Incentive goals for Dean included unspecified "annual and long-term financial performance” (4). Dean's bonus for 2011 was $2.1 million. Fine speaks of "an unwavering commitment to improve clinical quality and efficiency" but Fine's long-term incentive goals included profits and revenue growth (4).

"Boards of trustees in health care are oriented around top-line, revenue goals," said Dr. Donald Berwick, who was CEO of the Institute of Healthcare Improvement (IHI) and later the Administrator for the Centers for Medicare and Medicaid Services (CMS) (Figure 1).

Figure 1. Dr. Donald Berwick

"They celebrate the CEO when the hospital is full instead of rewarding business models that improve patients' care." Such deals undermine measures in the 2010 health law that aim to cut unnecessary treatment and control costs, say economists and policy authorities (3).

An explosion of medical regulatory groups have arisen to improve quality, including Berwick’s IHI. These regulatory groups have often produced guidelines embraced by hospital administrators as improving healthcare. However, the administrators are often self-servingly paid bonuses for guideline compliance. Because nearly all the regulatory organizations are “nonprofit” like the hospitals, surely they would have more modest profits (Table 3).

Table 3. Financial information of healthcare regulatory organizations from latest year tax return as listed by GuideStar (4).

We are happy to report that the regulatory organizations had much more humble finances compared to the Southwest hospitals. Overall the four we examined totaled incomes of $589,724,293, assets of $563,032,211 and profits of $30,489,739. Only the American Board of Internal Medicine lost money with a loss of $-1,733,146 on income of nearly $50 million. For comparison, we added the Phoenix Pulmonary and Critical Care Research and Education Foundation to Table 3. It is the financial source behind the Southwest Journal of Pulmonary and Critical Care.

Executive pay was also more modest than Southwest hospital administrators (Table 4).

Table 4. CEO and executive compensation from healthcare regulatory organizations latest year tax return as listed by GuideStar (4).

*Includes employees listed on Form 990.

The CEOs were paid an average of $885,938 and the average executive made $382,009. Although much lower than the average $1,718,484 and the $591,618 paid to Southwest hospital CEO and executives, these salaries are still not bad for a “nonprofit” organization.

The only regulatory organization to lose money was the American Board of Internal Medicine. Either an increase or revenue or a decrease in expenses will eventually be necessary. The major source of income for the American Board is test revenue and increasing the fee for certification or the frequency and/or fees for maintenance of certification may be necessary. Alternatively, they could pay their CEO less than $786,751, eliminate the CEO’s spousal travel benefits, or lower the compensation for general internists such as Eric Holmboe from $417,945 to be more in line with the $161,000 average income of general internists in the mid-Atlantic region (4,5).

Donald Berwick has a good point and is correct. Hospital administrators need to be rewarded more for improving healthcare and less for keeping the hospital full and profits high. However, in 2009 while CEO at IHI Berwick was compensated $920,952 (4). This is almost 7 times the compensation of the average pediatrician in New England (5). Included were $88,200 in bonuses. It is unclear from the tax return what justified these bonuses (4).

Executive pay for both hospital and regulatory administrators is too high and contributes to the high cost of healthcare. We find no evidence that either type of administrator contributes much to improved patient-centered outcomes. Quality care continues to rely on an adequate number of good doctors, nurses and other healthcare providers. If anyone should be paid bonuses for healthcare, it is those providing care, not administrators.

Present bonus systems for healthcare administrators are perverse. As noted above these include bonuses for keeping the hospital full and profits high, neither consistent with what should be the goals of a nonprofit organization. Furthermore, increasing pay for supervising an increased number of administrative personnel will only add to the increasing costs. If administrators must be paid a bonus let them be paid for performance directly under their control. This could include ensuring that adequate numbers of good doctors and nurses are caring for the patients and improving administrative efficiency. These should result in better care but lower numbers of administrators consuming fewer healthcare dollars.

Last Friday, June 14, the Medicare Payment Advisory Commission, or MedPAC released their recommendations to Congress (8). These include recommendations that may be relative to hospital administrative pay. One is for “site-neutral payment”. Currently Medicare pays hospitals more than private physician offices for many services. MedPAC recommended that Congress “move immediately to cut payments to hospitals for many services that can be provided at much lower cost in doctors’ offices.” The commission said that “current payment disparities had created incentives for hospitals to buy physician practices, driving up costs...” This will increase the hospital’s bottom line, and therefore, the administrators’ bonuses. We agree with MedPAC’s recommendation.

MedPAC also told Congress that “the financial penalties that Medicare imposes on hospitals with high rates of patient readmissions are too harsh for hospitals serving the poor and should be changed.” Based on this and data that higher mortality is associated with lower readmission rates, we agree (9). Rewarding hospitals for potentially harmful patient practices that increase the hospital’s bottom line are not appropriate. Financial incentives for reducing readmissions should only be part of a more global assessment of patient outcomes including mortality, length of stay and morbidity. Regulatory administrators need to become more focused on patients and less on an endless array of surrogate markers that have little to do with quality of care.

Richard A. Robbins, M.D.*

Clement U. Singarajah, M.D.*

References

1. Brill S. Bitter Pill: Why Medical Bills Are Killing Us. Time. February 20, 2013. PDF available at: http://livingwithmcl.com/BitterPill.pdf (accessed 6/17/13).
2. Stander P. March 2013 critical care journal club. Southwest J Pulm Crit Care. 2013;6(4):168-9. Available at: http://www.swjpcc.com/critical-care-journal-club/2013/4/2/march-2013-critical-care-journal-club.html (accessed 6-17-13).
3. Hancock J. Hospital CEO Bonuses Reward Volume And Growth. Kaiser Health News. June 16, 2013. Available at: http://www.kaiserhealthnews.org/Stories/2013/June/06/hospital-ceo-compensation-mainbar.aspx (accessed 6-17-13).
4. http://www.guidestar.org/ (accessed 6-17-13).
5. http://www.medscape.com/sites/public/physician-comp/2012 (accessed 6-17-13).
6. Robbins RA, Thomas AR, Raschke RA. Guidelines, recommendations and improvement in healthcare. Southwest J Pulm Crit Care 2011;2:34-37. Available at: http://www.swjpcc.com/editorial/2011/2/25/guidelines-recommendations-and-improvement-in-healthcare.html
7. Robbins RA. Why is it so difficult to get rid of bad guidelines? Southwest J Pulm Crit Care 2011;3:141-3. Available at: http://www.swjpcc.com/editorial/2011/11/1/why-is-it-so-difficult-to-get-rid-of-bad-guidelines.html
8. http://www.medpac.gov/documents/Jun13_EntireReport.pdf (accessed 6-17-13).
9. Robbins RA, Gerkin RD. Comparisons between Medicare mortality, morbidity, readmission and complications. Southwest J Pulm Crit Care. 2013;6(6):278-86. Available at: http://www.swjpcc.com/general-medicine/2013/6/13/comparisons-between-medicare-mortality-readmission-and-compl.html

*The opinions expressed are those of the authors and not necessarily the Southwest Journal of Pulmonary and Critical Care or the Arizona, New Mexico or Colorado Thoracic Societies.

Reference as: Robbins RA, Singarajah CU. Executive pay and the high cost of healthcare. Southwest J Pulm Crit Care. 2013;6(6):299-304. doi: http://dx.doi.org/10.13175/swjpcc080-13 PDF