notice of meeting - broward health...vp, dio dr. rowe king (interim) svp ops david clark vp,...

NOTICE OF MEETING

A Human Resource Committee Meeting will be held on Wednesday, November 18, 2020, immediately following

the Finance Committee Meeting, at Broward Health Corporate Spectrum Location: 1700 Northwest 49 Street, Fort

Lauderdale, Florida, 33309. The purpose of this Committee meeting is to review and consider any matters within

the Committee’s jurisdiction.

For the most updated information, please check our website as schedules may change for reasons beyond our control: https://www.browardhealth.org/pages/board-calendar Persons with disabilities requiring special accommodations in order to participate should contact the District by calling 954-473-7481 at least 48 hours in advance of the meeting to request such accommodations. Any person who decides to appeal any decision of the District’s Board with respect to any matter considered at these meetings will need a record of the proceedings, and for such purpose, may need to ensure that a verbatim record of the proceedings is made which record includes testimony and evidence upon which the appeal is to be based.

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https://www.browardhealth.org/pages/board-calendar

MINUTES

North Broward Hospital District Board of Commissioners

1700 Northwest 49th Street, Suite #150, Ft. Lauderdale, FL 33309

Human Resources Committee 1 For additional meeting detail, please visit www.BrowardHealth.org /pages/board-calendar

HUMAN RESOURCE COMMITTEE MEETING

Immediately Following the Legal Committee Meeting

Tuesday, September 8, 2020

The Human Resource Committee of the North Broward Hospital District was held on September

8, 2020, immediately following the Finance Committee meeting, via WebEx video conference.

1. NOTICE

Official notice and agenda of this meeting is attached to the Minutes, as EXHIBIT I and EXHIBIT

II, as presented for consideration of the Committee.

2. CALL TO ORDER

There being a quorum present, the meeting was called to order by Chair Marie C. Waugh at

9:12 a.m.

3. COMMITTEE MEMBERS

Present: Commissioner Marie C. Waugh, Chair

Commissioner Ray. T. Berry, Vice Chair

Not Present: Commissioner Christopher T. Ure

Senior Leadership

Additionally Present: Nancy W. Gregoire/Commissioner,

Stacy L. Angier/Commissioner, Gino

Santorio/President/Chief Executive Officer,

Alan Goldsmith/Chief Administrative Officer,

Alex Fernandez/Chief Financial Officer,

Linda Epstein/Corporate General Counsel,

Jerry Del Amo/Deputy General Counsel

4. GOVERNOR'S EXECUTIVE ORDER ANNOUNCEMENT

General Counsel delivered the Governor’s Executive Order for the record.

“This public board meeting is being conducted through communications media technology in

accordance with the Governor’s Executive Order No. 20-69, as extended by the Governor’s

Executive Order No. 20-193 and Section §120.545(b)(2) of the Florida statutes. This meeting

is open to the public who may attend this meeting via telephone conference call. The

conference call information is currently posted on Broward Health’s website. All requirements

of Florida’s Sunshine Law are still in effect, including the memorialization of minutes. While

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http://www.browardhealth.org/

MINUTES




not a requirement under Florida law, we will attempt to record this meeting and post it on

Broward Health’s website for the public and for those who may not be able to attend this live

telephone conference.”

5. PUBLIC COMMENTS

Chair Waugh opened the floor for public comments, in which there were none.

6. APPROVAL OF MINUTES

Without objection, Chair Waugh approved Human Resource Meeting Minutes, dated November

12, 2019.

Motion carried without dissent.

7. TOPIC OF DISCUSSION

FY20 and FY21 At-Risk Compensation Plan Documents – presented by Mark Sprada,

Interim Chief Human Resources Officer and VP, Strategy and Clinical Operations

Mr. Sprada shared a brief overview of the At-Risk Compensation Plan Documents and noted the

Board’s request in July to amend the documents as they relate to the financial trigger.

Ms. Epstein confirmed that Commissioner Angier could substitute as a Human Resource

committee meeting member in Commissioner Ure’s absence; therefore, a quorum was

established.

MOTION It was moved by Commissioner Berry, seconded by Commissioner Angier, that:

The Human Resource Committee Recommend that the Board of Commissioners of the North

Broward Hospital District Authorize the District to Accept the FY20 and FY21 at Risk

Compensation Plan Document, as Presented.

Motion confirmed by roll-call vote:

YES Commissioner Ray T. Berry, Vice Chair

YES Commissioner Stacy L. Angier

YES Commissioner Marie C. Waugh, Secretary/Treasurer

Motion carried 3/0.

Performance Evaluations of Board Reports – presented by Mark Sprada, Interim Chief

Human Resource Officer and VP, Strategy and Clinical Operations

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MINUTES




Mr. Sprada detailed the performance evaluation process, which included scoring dimensions,

Five Star Values, reviewing achievements from prior year, and Board feedback. He further noted

due dates within the process as shown below:

Board Report self-evaluations are due to the Human Resources Administration on September 18,

2020. The self-evaluations will be shared with the Board of Commissioners on September 23,

2020. Mr. Sprada extended an offer of Human Resources assistance to the Board of

Commissioners during the review process.

7.2.1. Gino Santorio, President/Chief Executive Officer

7.2.2. Linda Epstein, Corporate General Counsel

7.2.3. Brian Kozik, Chief Compliance & Privacy Officer

8. ADJOURNMENT

There being no further business on the agenda, the Chair adjourned the meeting at 9:48 a.m.

Respectfully submitted,

Commissioner Marie C. Waugh, Secretary/Treasurer

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VP, DIODr. Rowe King (Interim)

VP, DIODr. Rowe King (Interim)

SVP OPSDavid ClarkSVP OPSDavid Clark

VP, External AffairsAshley Boxer

VP, External AffairsAshley Boxer

*EVP/COO Alan Goldsmith*EVP/COO

Alan Goldsmith

SVP CHROMark Sprada

SVP CHROMark Sprada

EVP CMOAndrew K. Ta, MD

EVP CMOAndrew K. Ta, MD

Board of Commissioners

Board of Commissioners

General CounselLinda Epstein

General CounselLinda Epstein

Chief Internal AuditorBrian Kozik (Interim)

Chief Internal AuditorBrian Kozik (Interim)

Reg. CHROsBHN- Yamila Herrera

BHCS- Marcy A. Mills-Matthews

BHIP- Letitia Woods

BHMC – Kiera Pag e

Reg. CHROsBHN- Yamila Herrera

BHCS- Marcy A. Mills-Matthews

BHIP- Letitia Woods

BHMC – Kiera Pag e

Reg. CEOsBHIP-Randall Gross

BHN- Alice Taylor

BHCS- Jared Smith

BHMC- Heather Havericak

Reg. CEOsBHIP-Randall Gross

BHN- Alice Taylor

BHCS- Jared Smith

BHMC- Heather Havericak

BOC Support Services Manager

Patricia Alfaro

BOC Support Services Manager

Patricia Alfaro

Broward Health Corporate Organizational Chart November 2020

VP, Ambulatory Services

Heather Woolf

VP, Ambulatory Services

Heather Woolf

VP,BH International

Gabriella West

VP,BH International

Gabriella West

President/CEOVacant

President/CEOVacant

AVP System Integration & Process

ImprovementBill Griffith

AVP System Integration & Process

ImprovementBill Griffith

Reg. Medical Officer’s BHMC – Joshua Lenchus, MD BHN -Dr. Keith Foster, MD BHCS – Kutty Chand ran, MD BHIP – Dr. Rob ert Raggi, MD

Reg. Medical Officer’s BHMC – Joshua Lenchus, MD BHN -Dr. Keith Foster, MD BHCS – Kutty Chand ran, MD BHIP – Dr. Rob ert Raggi, MD

AVP, Contracts Administration

Tia Bowman

AVP, Contracts Administration

Tia Bowman

President FoundationWilliam Diggs

President FoundationWilliam Diggs

AVP, Clinical EducationLearning/ORG DevelopmentJean Seaver

AVP, Clinical EducationLearning/ORG DevelopmentJean Seaver

VP CorpCommunications &

MarketingDenise Moore

VP CorpCommunications &

MarketingDenise Moore

Executive Director, CDTCAna Calderon

Executive Director, CDTCAna Calderon

SVP/CFOAlex Fernandez

SVP/CFOAlex Fernandez

AVP Talent AcquisitionEileen O’Brien

AVP Talent AcquisitionEileen O’Brien

VP Supply Chain Jorge Hernandez

VP Supply Chain Jorge Hernandez

CIOKathy Ross

CIOKathy Ross

Chief Compliance Officer

Brian Kozik

Chief Compliance Officer

Brian Kozik

SVP Chief Clinical Officer/ Population

Health StrategyVacant

SVP Chief Clinical Officer/ Population

Health StrategyVacant

Reg. CNO’sBHIP-Ton y Reyes

BHN- Ch eryl Wild

BHCS- Melissa Leamo n

BHMC – Do nna Small

Reg. CNO’sBHIP-Ton y Reyes

BHN- Ch eryl Wild

BHCS- Melissa Leamo n

BHMC – Do nna Small

AVP Financial OperationsModesto Gato

AVP Financial OperationsModesto Gato

Reg. CFO’sBHIP-Alf redo Guevara (Interim)

BHN- Joshua Szostek

BHCS- Maureen Martin

BHMC - Laura Tho mas

Reg. CFO’sBHIP-Alf redo Guevara (Interim)

BHN- Joshua Szostek

BHCS- Maureen Martin

BHMC - Laura Tho mas

VP Managed Care David Weisman

VP Managed Care David Weisman

Executive Director Corporate Services

Zari Watkins

Executive Director Corporate Services

Zari Watkins

Director, Corporate Admin

Deborah Eldredge

Director, Corporate Admin

Deborah Eldredge

Corporate Director Oncology & Telehealth

Sarah Sabin

Corporate Director Oncology & Telehealth

Sarah Sabin

Corporate Director of Neuroscience

Peta Gaye-Bowen

Corporate Director of Neuroscience

Peta Gaye-Bowen

VP, Clinical Quality & Risk Management

Barry Gallison

VP, Clinical Quality & Risk Management

Barry Gallison

VP Financial Operations Alisa Bert

VP Financial Operations Alisa Bert

AVP Total RewardsLesly Luithe

AVP Total RewardsLesly Luithe

Director Population Health

Gavin Malcolm

Director Population Health

Gavin Malcolm

*EVP/COO will assume the duties of the President/CEO in his absence.

*EVP/COO will assume the duties of the President/CEO in his absence.

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Board Report Evaluations2020

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CHIEF COMPLIANCE OFFICER – 2020 EVALUATION

BRIAN KOZIK'S PERFORMANCE APPRAISAL SUMMARY (Board Of Commissioners)

Exceptional Service

Collaborative Team

Accountability for

PositiveOutcomes

Fostering Innovation

Valuing EmployeeFamily &

Community

Strategy & Planning

Operations/Management

Leadership Financial Management

Human Resources

AveragePA

Score

TotalPA Score

CommissionerAngier 5 5 5 3 3 5 5 5 3 5 4.4 44

CommissionerBerry 3 5 3 3 5 3 3 5 5 5 4.0 40

CommissionerGregoire 5 5 5 5 5 5 5 5 3 5 4.8 48

CommissionerUre 5 5 3 3 3 3 3 5 3 3 3.6 36

CommissionerWaugh 5 5 3 3 3 3 3 5 3 3 3.6 36

AVERAGE 4.6 5.0 3.8 3.4 3.8 3.8 3.8 5.0 3.4 4.2 4.1 40.8

SELF EVALUATION 5 5 3 3 3 3 3 5 3 3 3.6 36

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CHIEF COMPLIANCE OFFICER – 2019 EVALUATION

BRIAN KOZIK'S PERFORMANCE APPRAISAL SUMMARY (Board Of Commissioners)

Exceptional Service

Collaborative Team

Accountability for

PositiveOutcomes



Community

Strategy & Planning



Human Resources

AveragePA

Score

TotalPA Score






AVERAGE 3.8 4.6 3.8 3.8 3.4 3.0 4.6 3.4 3.0 3.0 3.6 36.4

SELF EVALUATION 5 5 5 5 3 3 5 3 3 3 4.0 40

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GENERAL COUNSEL – 2020 EVALUATION LINDA EPSTEIN'S PERFORMANCE APPRAISAL SUMMARY (Board Of Commissioners)

Exceptional Service

Collaborative Team

Accountability for

PositiveOutcomes



Community

Strategy & Planning



Human Resources

AveragePA

Score

TotalPA Score






AVERAGE 4.5 5.0 4.5 4.0 4.0 4.5 4.5 4.5 5.0 4.0 4.5 44.5

SELF EVALUATION 5 5 5 3 3 5 5 5 5 3 4.4 44

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GENERAL COUNSEL – 2019 EVALUATION

LINDA EPSTEIN'S PERFORMANCE APPRAISAL SUMMARY (Board Of Commissioners)Exceptional

ServiceCollaborative

TeamAccountability

forPositive

Outcomes



Community

Strategy & Planning



Human Resources

AveragePA

Score

TotalPA Score






AVERAGE 3.4 3.0 4.2 3.0 4.2 4.2 4.6 4.2 3.4 3.4 3.8 37.6

SELF EVALUATION 3 3 5 3 3 5 5 5 3 3 3.8 38

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PRESIDENT/CEO – 2020 EVALUATION GINO SANTORIO 'S PERFORMANCE APPRAISAL SUMMARY (Board Of Commissioners)

Exceptional Service

Collaborative Team

Accountability for

PositiveOutcomes



Community

Strategy & Planning



Human Resources

AveragePA

Score

TotalPA Score






AVERAGE 5.0 4.6 5.0 3.8 5.0 4.6 4.2 5.0 3.8 3.4 4.4 44.4

SELF EVALUATION 5 3 5 3 5 5 5 5 5 3 4.4 44.0

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PRESIDENT/CEO – 2019 EVALUATION

GINO SANTORIO 'S PERFORMANCE APPRAISAL SUMMARY (Board Of Commissioners)Exceptional

ServiceCollaborative

TeamAccountability

forPositive

Outcomes



Community

Strategy & Planning



HumanResources

AveragePA

Score

TotalPA Score





CommissionerWaugh 3 5 5 5 5 5 5 5 5 3 4.6 45.6

AVERAGE 4.6 3.8 5.0 4.2 4.6 4.6 5.0 5.0 4.2 3.0 4.4 44.0

SELF EVALUATION 5 3 5 3 5 5 5 5 5 3 4.4 44

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SUMMARY OF MERIT INCREASES FOR BOARD REPORTS

Score Merit

45-50 3%

37 - 44 2%

27 - 36 1%

<27 0

Name 2020 Evaluation Score

Percentage Increase Based on Review Score

New Salary

Mr. Gino Santorio 44 2% $913,646 (99.3%)

Ms. Linda Epstein 44.5 2% $440,817 (106.7%)

Mr. Brian Kozik 40.8 2% $252,831 (111.4%)*Consideration of retrospective interim Chief Internal Auditor

compensation

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welcome to brighter 14

Copyright © 2020 Mercer (US) Inc. All rights reserved. 1

Section Page

1 Introduction 2

2 Executive Summary 3

3 Survey Compensation Assessment 8

4 Benefits Assessment 12

6 Appendix 17

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To

tal C

ash

Co

mp

en

sati

on

(T

CC

)

To

tal D

irect

Co

mp

en

sati

on

(T

DC

)

• Base Salary

- Base pay statistics calculated using annualized rates reported for each

incumbent

Market Statistics

• 25th percentile, 50th percentile, 75th percentile

- Each percentile is defined as the data point that is higher than X% of all other data in the sample when ranked from low to

high, where X is the percentile value

• Variance to market defined as percentage above or below the chosen targeted market index

• Target Total Cash Compensation (TCC = Base Salary + Target STI

[Annual Cash Bonus])

- Includes base pay plus annualized value of any target STI awards for

those eligible

• Target Total Direct Compensation (TTDC = Base Salary + Target STI +

LTI [Equity or Cash-Based LTI])

- Includes target TCC plus grant date disclosed value of any LTI awards in

most recent fiscal year

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BOARD REPORTS COMPENSATION

REVIEW

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MARKET DISCUSSION

Consider the adoption of a compensation philosophy,

e.g. percentile

Application of the art of compensation• Local Market

• National Market

• Tenure/Experience

• Retention

• Vision

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SUMMARY OF MERIT INCREASES:

Name Percentage Increase * New Salary

Mr. Gino Santorio 2% $913,646 (99.3%)

Ms. Linda Epstein 3% $445,453 (107.9%)

Mr. Brian Kozik 2% $252,831 (111.4%)*Consideration of retrospective interim Chief Internal Auditor compensation

* Based on Management Performance Review Policy

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COMPENSATION ANALYSIS

BH’s compensation

philosophy targets

market median for

base salaries

OBSERVATIONS:

• Base salary is 3%

below market median

of the survey

• Base salary is 3%

below average of

South Florida peers

BH’s compensation

philosophy targets

market median for

cash compensation

OBSERVATIONS:

• At Risk cash is 8%

above market median

• FY20 did include At

Risk Compensation for

total cash

compensation

• Total compensation is

8% above market

median

• Total cash is 9.6%

below average of South

Florida peers

Employer paid

Benefits are below

market median

OBSERVATIONS:

Benefit program is

competitive in many areas

Competitive shortfalls exist

in the following benefits:

• Lack of supplemental

long-term disability

coverage (Earnings

capped at $400,000)

• Limited life insurance

coverage caps

• Basic $500,000

• Supplemental $1M

• Lack of supplemental

retirement benefits

BH’s compensation

philosophy targets

market median for

total compensation

OBSERVATIONS:

• Total compensation is

5% above market

median

• Benefits deficiencies

relative to South

Florida peers

• Company paid benefits

are well below the 50th

percentile (Market)

Key factors relevant to Broward Health (BH) evaluation of CEO compensation

market and peer companiesBASE SALARIES CASH COMPENSATION BENEFITS TOTAL COMPENSATION

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EXECUTIVE BENEFITS

Executive Benefit Expenditures as a Percentage of Salary

• BH provides standard benefits – Medical, Dental, Vision, Life/AD&D, LTD,

Pension (Limited to annual max benefit), 403b match, Social Security and

Medicare

• Current benefit is less than 7% of base salary – well below market median

(Capped at $285,000 of salary)

Benefit Considerations

• Supplemental retirement plan – 457f

• Supplemental LTD

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BH COMPENSATION VS MARKET

The table below illustrates how BH Board Reports compare to

market, by tier

Total cash compensation is defined as base salary and at risk compensation awardBase (percent of median) – Santorio (97.4%), is below the 50th Percentile; Epstein (104.6%) is above the 50th percentile. SVP, Compliance & Privacy (109.3%) is above the 50th percentile.(NOTE: The 25th % is 86% of the market median)

Total Cash – Santorio is at 108% and Epstein is at 112% are above the 50th Percentile and Kozik is at 132% is above the 75th Percentile .

Compensation Positioning

Tier (# in tier)

Base Total Cash Total Comp

<P25P25 -

P50

P50 –

P75>P75 <P25

P25 -

P50

P50 –

P75>P75 <P25

P25 -

P50

P50 –

P75>P75

President & CEO - 1 - - - - 1 - - - 1 -

General Counsel - - 1 - - - 1 - - - 1 -

SVP Compliance & Privacy - - 1 - - - - 1 - - - 1

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CEO BASE SALARY

Market Data

Gino

Santorio

Current

Salary

MinimumMidpoint

(Median)Maximum

Salary as

% of

Median

Mercer Base Salary $895,731 $768,000 $920,000 $1,134,000 97.4 %

Mercer Total Compensation$1,164,450 $763,000 $1,106,000 $1,592,000 105.3%

Salary Ranges

• Midpoint is positioned at the market median

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GENERAL COUNSEL BASE SALARY

Market Data

Linda

Epstein

Current

Salary

MinimumMidpoint

(Median)Maximum

Salary as

% of

Median

Mercer Base Salary $432,174 $343,000 $413,000 $469,000 104.6%

Mercer Total Compensation$519,174 $402,000 $463,000 $560,000 112.1%

Salary Ranges

• Midpoint is positioned at the market median

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SVP COMPLIANCE & PRIVACY BASE

SALARY

Market Data

Brian Kozik

Current

Salary

MinimumMidpoint

(Median)Maximum

Salary as

% of

Median

Mercer Base Salary $247,874 $182,000 $227,000 $269,000 109.2 %

Mercer Total Compensation$296,850 $193,000 $225,000 $261,000 131.9%

Salary Ranges• Midpoint is positioned at the market median

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Appendix

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CEO PUBLIC NONPROFIT COMPARISONS

Executive/Organization

Base

Salary

Annual

Incentive %

Potential

Annual

Incentive $

Potential

Total Cash

Comp

Benefits

Value

Total

Potential

Comp

Carlos A. Migoya

President & CEO

(Jackson Memorial)

$915,075

+2% of budget

surplus, up to

50% of Base

$75,000 $1,372,613 $212,000 $1,584,613

Aurelio M. Fernandez

President & CEO

(Memorial HCS) (2019)

$790,760 30% of base $237,228 $1,027,988 $700,000 * $1,727,988

Lawrence Autonuccio

President & CEO

(Lee Health) (2019)

$1,010,000 45% $454,500 $1,464,500** Unknown $1,464,500+

David Verinder

President & CEO

(Sarasota Memorial HCS) (2019)

$975,000 Unknown Unknown Unknown Unknown Unknown

Gino Santorio

President & CEO

(Broward Health)

$895, 731 30% $268,719 $1,164,450 $50,000 $1,214,450

* Includes Retirement = 65% final leverage position over previous 5 year period

** 15% bonus at end of contract if all metrics are achieved

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