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Brookings Health System
Board of Trustees
Minutes of Meeting
December 18, 2023
The Brookings Health System Board of Trustees held a meeting on December 18, 2023, at the Brookings
Hospital in the Board Room with the following members present: Dick Peterson, Sheila Anderson,
Lynn Darnall, Andrew Ellsworth, Tracy Greene, Don Greiner, Mary Anne Krogh, David Meyer,
and Jim Morgan; Ex-officio: Bonny Specker and Brianna Doran
Management Present: Jason Merkley, CEO; Tammy Hillestad, CNO; Melissa Wagner, CFO and Sheri
Wiig, recorder
President Peterson called the meeting to order at 5:00 p.m.
EXECUTIVE SESSION
A motion was made by Anderson, seconded by Meyer to enter Executive Session at 5:04 p.m. pursuant to
SDCL 1-25-2.1. Members present were Peterson, Anderson, Darnall, Ellsworth, Greene, Greiner, Krogh,
Meyer, and Morgan. Motion carried unanimously.
Upon motion by Ellsworth, second by Greene, the Executive Session concluded at 5:27 p.m. and
continued in regular session.
A motion was made by Anderson, second by Morgan that the 2024 base pay for CEO, Jason Merkley, be
increased by 3% and the incentive structure remains in place with the same metrics. Motion carried
unanimously.
AGENDA
A motion was made by Anderson, seconded by Darnall to approve the agenda. All present voted in favor;
motion carried.
CONSENT AGENDA
A motion was made by Krogh, seconded by Meyer to approve the following consent agenda items:
October 30, 2023 Board of Trustees meeting minutes, October financials, adjustments and payables. Total
payables for October were $1,617,789.61. All present voted in favor; motion carried.
REPORTS
Executive Reports
CEO Report
Merkley noted, turnover averages for the hospital and The Neighborhoods at Brookview has stabilized for
the most part since 2021 and 2022. Merkley also noted, according to a CDC report, South Dakota is one
of the best states in the country for nursing home residents who are up to date with COVID-19 vaccines.
CFO Report
Wagner highlighted information regarding CMS’s final rule on Medicare Advantage plans for 2024 which
most likely was spurred by nationwide press. Of note, according to the 2022 office of inspector general
report, 13% of prior authorizations and 18% of payments have been denied by MA plans that would have
been approved or covered under Traditional Medicare. In the rule, CMS finalizes impactful changes to
address concerns and to advance timely access to medically necessary care for enrollees. The final rule
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clarifies clinical criteria guidelines to ensure people with MA receive access to the same medically
necessary care they would receive in Traditional Medicare. Wagner also highlighted positive payer trends.
CNO Report
Hillestad shared, onsite regulatory reviews have taken place over the last few months to ensure
compliance with standards, i.e., trauma redesignation review, board of pharmacy, sleep lab re-
accreditation. Brookings Health also participated in a statewide tabletop disaster preparedness exercise.
The mock scenario focused on excessive heat for 72 hours and what that could do to electrical grids and
the hospital cooling system. Brookings Health would perform well in this type of scenario.
Board Committee Reports
Administrative Committee Meeting
Board Secretary, Darnall provided a report; the Administrative Committee met on December 12. Topics
of discussion included Meditech Expanse/Avera/Workday, FIT – Wellness/Acceleration, Yorkshire
Medical Building, FY24 Operating Budget, CEO/Board Annual Evaluations, CEO
Compensation/Incentive, Officer Elections, 2024 Committee Structure, 2024 Board Calendar and
Recurring Calendar Items.
Committee members also reviewed options for a potential TeamShare/Bonus for staff. A recommendation
was brought forward from the committee to reward staff at the highest option that was presented
(TeamShare 3rd tier plus an additional $600 bonus for a total of $1,500 based on hours worked.) A motion
to approve the recommendation was made by Darnall, seconded by Meyer. All present voted in favor.
Motion carried.
Merkley noted, Brookings Health has had another good year in many aspects, and we are very fortunate
and pleased to be able to reward our staff with this significant bonus. The bonus will be announced on
January 2nd and paid to staff mid-January.
Finance Committee
Committee Chair, Anderson provided a report; the Finance Committee met on December 12. The
committee reviewed and approved the payables, financials and adjustments for October. Total salaries and
wages for October were $2,806,734. Other topics of discussion included TeamShare/Bonus Options and
the proposed FY24 Operating Budget. Wagner provided a review of the highlights of both the 2024
Legacy and Enterprise Operating budgets. Operating margins are budgeted at 3.04% for Enterprise and
4.54% for Legacy.
A motion was brought forward from the Finance Committee recommending approval of the FY24
Operating Budget as presented. The motion was seconded by Morgan. All present voted in favor; motion
carried.
Quality Committee
Committee member Ellsworth provided a report. Jeremy Klinkhammer, Administrator at The
Neighborhoods at Brookview provided an overview of state survey processes and results from the SD
Department of Health survey that took place in August. Other topics of discussion included Infection
Related Taskforces and Performance Leadership Award.
OLD BUSINESS
2024 Board Calendar
Board and committee meeting dates for 2024 were reviewed and finalized.
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NEW BUSINESS
Medical Staff Credentialing
A motion was made by Ellsworth, seconded by Krogh to approve all credentialing as recommended by
the Medical Executive Committee on December 12. All present voted in favor; motion carried.
2024 Board Officer Elections
Discussion took place regarding Board Officer Positions/Elections. Based on the discussion and proposed
slate of officers, members agreed to elect Sheila Anderson as President, Lynn Darnall as Vice President,
and David Meyer as Secretary. A motion was made by Morgan, seconded by Greiner to approve the 2024
nomination of Board Officers as proposed. All present voted in favor; motion carried.
2024 Board Committee Assignments
President Peterson proposed committee assignments for 2024:
• Administrative Committee - Sheila Anderson, Lynn Darnall David Meyer, Dick Peterson
• Finance Committee – Don Greiner, Chair, Jim Morgan, Tracy Greene
• Quality Committee – Mary Anne Krogh, Chair; Andrew Ellsworth, David Meyer
A motion was made by Krogh, seconded by Greene to approve the 2024 Board Committee Assignments
as proposed. All present voted in favor; motion carried.
Annual Board Self Evaluation
Discussion took place on the results from the Annual Board Self-Evaluation. The evaluation questions are
laid out according to the Board bylaws and core values. Responses were consistent with past feedback and
members recognize self-development/education is an area to focus on. The process of updating the
strategic plan this year was helpful. Members were thanked for participating, overall, responses were very
positive, and the comments provided good feedback.
Merkley expressed thanks to members for their support and time commitment to Brookings Health
System and staff. Members also thanked Dick Peterson for his leadership as Board President over the last
two (2) years.
Upon motion by Ellsworth, second by Greene the meeting adjourned at 6:11 p.m. Motion carried
unanimously.
Respectfully submitted,
___________________________
Lynn Darnall, Secretary