Hospital committee affirms interim CEO terms for Dr. Elders, delays search‑firm decision pending legal review

At a Hospital Authority committee meeting, members confirmed that Dr. Diana Elders will serve as interim chief executive under terms set by a previously approved board resolution and unanimously voted to postpone a decision on hiring executive-search firm AMN (formerly B.E. Smith) until Metro Legal completes a procurement review.

The committee’s discussion centered on whether a separate interim CEO employment contract is necessary, the scope of any additional administrative leave or severance that might be granted, and whether the authority must run a new competitive procurement or may rely on a 2014 master agreement with B.E. Smith (now part of AMN). Committee members also discussed a Metro Council resolution urging broad stakeholder engagement in the CEO search and noted heightened council interest after a recent injection of city funds.

Committee members said the board already approved a resolution appointing Dr. Elders as interim CEO at a prior full‑board meeting and that she has accepted and signed that resolution. Hospital counsel told the committee the resolution outlines duties and compensation and that a separate contract is not strictly required; the board could later adopt a separate resolution if it chose to award additional administrative leave or other benefits. The committee recorded that Dr. Elders will continue in her role as chief nursing officer while serving as interim CEO.

Members discussed compensation and precedent. A staff summary presented the interim pay as roughly the 50th percentile of national benchmarks for interim CEOs at safety‑net hospitals; members noted the draft contract text included elements drawn from prior CEO packages (vacation, bonus, severance) that were not requested by Dr. Elders and are not considered appropriate for an interim appointment. Committee members said the prior CEO package included 30 days of vacation, while Dr. Elders’ tenure currently corresponds to 25 days; adding five days in the interim was characterized as a consistency measure rather than a request from Elders.

The committee then debated whether to retain AMN/B.E. Smith or run a new request for proposals (RFP). Staff reported B.E. Smith had been selected through a prior procurement (circa 2014) and that the hospital has used the firm for senior searches as recently as 2020. Counsel advised that an open solicitation—if required—would need published criteria and an open opportunity for proposals, and that reviewing individual firms in advance could “taint” an open process. Mr. Smith, Metro Legal counsel, summarized the procurement point: “That proposals would be received and evaluated. The concern about looking at individual proposals in advance of that is that it could taint that process.”

Several members urged due diligence and a market check given the age of the existing procurement; others argued that the hospital has used the firm repeatedly and that speed matters because the interim is performing two roles and some urgent operational decisions would benefit from a full‑time CEO. Board Chair Dr. Martin said he welcomed Metro Council attention and observed council members “had recently appropriated an additional $10,000,000 for the hospital’s operation,” adding, “I welcome it.”

After discussion the committee made a motion to defer—reconvening in two weeks—so Metro Legal could report back on whether the authority may lawfully rely on the existing master agreement or instead must run a new RFP. The motion passed unanimously. The committee asked staff to prepare a stakeholder list (by category) for the search firm to use in developing a job description and candidate outreach.

The committee also approved the minutes from its April 11 meeting by voice vote earlier in the session. The committee scheduled a follow‑up meeting in two weeks and noted the next full board meeting packet timeline if members wished a contract or statement of work to be available for board review.

The meeting closed with the committee chair announcing the reconvening plan and thanking hospital food service for providing lunch.

Ending: The committee will reconvene in approximately two weeks for Metro Legal’s procurement update; the next committee meeting on the calendar is May 14 at 11:00 a.m., and the committee asked staff to present a stakeholder list to guide the search firm’s outreach.