Will change come to Roswell Park board following chair's resignation?

How it all shakes out has big implications, with the board having the authority to direct the planning, operation and policies of Roswell Park, a public-benefit corporation that employs nearly 4,000 people, generates more than $1.1 billion in revenue and cares for more than 46,000 patients annually.

With nearly every board member serving on an expired term – as was the case with Joseph, before he resigned following allegations of racism leveled against his development firm – Gov. Kathy Hochul and legislative leaders have the ability to make sweeping changes on the board.

"I will be making decisions to fill a number of vacancies that have occurred, and examine holdovers, and make sure that the very best board is there to work to take Roswell even to the highest levels possible," Hochul said Friday during a visit to Buffalo. "That's what this community deserves.”

Many of those board members, also like Joseph, are generous donors to state political candidates, and it's unclear how quickly lawmakers will push to replace their campaign supporters.

Another major question is whether the appointment of Leecia Eve as interim chair – the first woman and first person of color to lead the Roswell Park board – will result in greater transparency on diversity efforts.

Joseph supported keeping secret a diversity report that assessed the hospital's treatment of its employees of color. Eve was among those members who wanted Roswell Park to more transparently confront its past actions and inactions regarding race.

Further, Joseph was closely aligned with Candace S. Johnson, Roswell Park's long-serving president and CEO.

"I am confident that under Leecia's tenure as board chair, Roswell Park will foster an environment of transparency and begin to hold its executive team accountable," said Steve Weiss, a lawyer who served on the board until submitting his resignation to Hochul in December. "In that regard, her leadership will be a welcomed breath of fresh air."

Pressure builds

Roswell Park – including the board of directors under Joseph's leadership – has come under scrutiny in recent months over its handling of diversity issues.

At least 15 former employees have filed lawsuits since 2015 that accuse the hospital of discrimination based on race, gender or disability.

And when lawyers from the Cozen O'Connor law firm completed a diversity report for Roswell Park last year, on a contract worth $214,474, Roswell Park refused to publicly release the document.

Then, earlier this month, a former employee of Joseph's Clover Group development firm filed a federal lawsuit accusing Clover executives of deciding where to build or acquire developments based on race. Peter Rizzo recorded senior Clover officials – though not Joseph – using the code word “Canadians” in place of Black people to describe the suitability of housing sites.

Clover denied wrongdoing.

After The Buffalo News reported on the lawsuit, the Erie County Legislature approved a nonbinding resolution that called for Clover to fire the executives accused of racism but did not name Joseph.

Still, pressure was growing on Joseph, who served as board chair at the governor's discretion.

By late Tuesday afternoon, Hochul’s office put out a statement announcing she had accepted his resignation.

“I was honored to serve on a board with so many other community members for such a prestigious institution that is a true asset for Buffalo and the Western New York region," Joseph said in a statement Friday, his first public remarks since he left the board.

He cited progress on research, fundraising and innovative cancer treatments and the hiring of Roswell Park's first female president during his tenure but did not directly address the allegations against Clover.

'Becoming entrenched'

Under state and hospital regulations, Joseph could have been removed much earlier.

As The News reported last week, Joseph registered to vote in Florida in 2018 and last voted in Erie County in 2011, public records from those jurisdictions show. This raised questions about his residency, though voter records are just one factor in making this legal determination.

Joseph also remained on the board, and as its chair, well past the guidelines included in the hospital bylaws.

He was appointed to the board in 2004 by Gov. George Pataki and was named chair in 2007 by Gov. Eliot Spitzer. His most recent appointment expired in 2012.

Roswell Park's bylaws state board directors "may serve not more than three three-year terms on the corporation's board of directors, unless requested to serve additional terms by the applicable governmental appointing authority."

The governor appoints the board chair, who "shall serve a term of three years unless required to serve longer by the governor," the bylaws state.

Brent J. Horton, associate professor and area chair of law and ethics at Fordham University's Gabelli School of Business, said many best practices for nonprofit entities reference limiting board members to three consecutive terms.

"The reason you'd want to do that is just to prevent people from becoming entrenched, to make sure that you have changing ideas, that you have fresh ideas on the board, that the board doesn't become stale," he said.

The flip side: Term limits, he said, can cause an organization to lose institutional knowledge and expertise.

Expired terms

Joseph wasn't alone in serving past the expiration of his term.

Following his resignation, Roswell Park's board had 10 remaining members subject to appointment by the governor or a New York legislative leader. Of the 10, nine were on an expired term, including the recently promoted Eve.

Many directors have served for 15 years or longer.

Sisters-in-law Anne and Donna Gioia, co-founders of the Roswell Park Alliance Foundation who have helped raise $500 million for Roswell Park over the last three decades, have served on the board since 1997.

The governor gets seven appointments to the board, including the Weiss and Joseph seats, so Hochul has an opportunity to reshape its membership if she chooses.

Many past appointments have gone to major political donors in the area, a practice that has come under criticism.

In total, Weiss, Joseph, the remaining board members, their spouses and their companies have given at least $981,000 to state and local candidates since 2000, according to campaign finance records.

An executive order introduced by Spitzer in 2007 bars gubernatorial appointees to state boards from making or soliciting donations to the campaign of the governor who made the appointment.

Hochul spokesperson Matt Janiszewski said in a statement the governor "selects appointees solely for their skills, experience and commitment to public service."

Web of relationships

Potential conflicts of interest can emerge with a board comprised of politically connected members with deep-rooted community ties.

For example, according to a review of board minutes from 2020 to 2022, directors Kenneth A. Manning, Donna Gioia and R. Buford Sears regularly abstain from the vote to approve each quarter's investment activity. 

But the minutes do not include reasons for the abstentions, though Roswell Park's five-page conflict of interest policy for its board states: "Any time a contract or relationship involving a conflict of interest on the part of a director is before the board of directors, the disclosures of the director involved shall be made a matter of record in the official minutes of the board."

Manning is a partner at law firm Phillips Lytle LLP, according to his financial disclosure statement filed with the state.

Roswell Park regularly contracts with Phillips Lytle for legal services, according to the cancer center's 2021-22 procurement report. The report shows a contract with Phillips Lytle that began Nov. 14, 2018, and will end Nov. 13, 2023, with a total value of about $428,000.

Further, of the 15 employment discrimination lawsuits filed against Roswell Park since 2015, Phillips Lytle has represented Roswell Park in eight of them.

The procurement report shows Roswell Park also has done business with Dobmeier Janitor Supply Inc. – board member Linda Dobmeier is the company's vice president, according to Roswell Park's website – via a $45,566 purchase order.

Horton, the Fordham professor, said generally speaking, a conflict of interest "in and of itself may be OK, as long as the board is fully informed, and it's in the best interest of the company."

A new direction?

For advocates who want to see the Roswell Park board move in a new direction, Eve's appointment as interim chair to replace Joseph gives them hope.

Eve has served on the U.S. Senate staffs of Hillary Rodham Clinton and Joseph Biden and held several state government posts. She unsuccessfully ran for state attorney general in 2008. She more recently headed government affairs in the New York, New Jersey and Connecticut region for Verizon before leaving to join Ichor Strategies.

Eve, a Buffalo native, is the daughter of former Deputy Assembly Speaker Arthur O. Eve.

"Roswell Park is an incredibly important asset and resource for our region, and I look forward to working with Roswell Park President and CEO Dr. Candace Johnson, my fellow board members, and the Roswell Park team to keep reaching new heights of achievement," Eve said in a statement issued by Roswell Park on Friday.

At a board meeting Aug. 25, Eve joined four other board members in voting against a public statement that skirted concerns raised by the hospital's employees of color. But they were outvoted by Joseph and seven other board members who voted in favor of the public statement.

On Aug. 30, the five dissenting board members, including Eve, wrote to Johnson and Joseph to express frustration that the public statement did not acknowledge the hospital’s past failings on race.

"We believe that the Cozen investigation and resulting report correctly conveyed the long history and sentiment of institutional racism, lack of trust inside and outside of the institution, feelings of retaliation and racial inequity," they wrote in the letter.

The board could be joined by another new member, Lisa Damiani, a former Roswell Park vice president of external affairs, whose appointment by Senate Minority Leader Rob Ortt awaits final processing.

Will these changes lead the board to reverse itself and release the diversity report?

"I think the public should see it," said Pastor Dwayne Jones of Mt. Aaron Baptist Church, an outside appointee to the board's diversity committee.

CEO extension

After Johnson, Roswell Park's longtime deputy director, was named Roswell Park's interim CEO in fall 2014, she made it clear she wasn't a candidate for the permanent CEO job.

In fact, she served on the search committee to find a new hospital chief. But as the field was narrowed to just two finalists, the search committee became convinced Johnson was the best candidate.

In early 2015, Joseph – as board chair and head of the eight-member search committee – approached Johnson again and asked her to consider staying on as CEO. A week later, Johnson agreed.

On Feb. 3, 2015, Roswell Park's board of directors voted 14-0 to appoint Johnson, then 65, as president and CEO – the cancer center's 15th CEO and its first woman to hold the top job.

Under Johnson, Roswell Park has significantly increased its revenues: from a budget of $663 million at the time she was appointed CEO to a record $1.12 billion for the fiscal year ended March 31, 2022.

Further, the cancer center now employs more than 3,900 people, up from 3,200 when she took over. And the cancer center's geographic reach is wider than ever, through a growing alliance of locations across the state in its Care Network and the upcoming opening of the Scott Bieler Amherst Center. 

But after climbing to No. 14 in 2019 and 2020 in the list of Top 50 cancer hospitals as ranked by U.S. News & World Report, Roswell Park last year fell out of the Top 50 for the first time since 2016. 

“I am hopeful that Leecia and New York State will commit to making Roswell Park the premier cancer institute that it once was,” said Sam Hoyt, a former Assembly member from Buffalo and former regional economic development official for the state. “Under the current leadership, Roswell’s status in the national rankings have plummeted and that should be unacceptable to all involved.”

Johnson had total compensation for the fiscal year ended March 31, 2022, of about $1.86 million, according to Roswell Park's 2021-22 annual report filed with the state. That included $997,305 in base salary, a performance bonus of $672,413, extra pay of $100,000 and $94,450 in other compensation. 

At the board of directors meeting March 29, the board took up an item in executive session entitled "CEO employment extension," according to the agenda. Roswell Park confirmed Johnson received an extension that month but did not say how many years were added to her existing contract.

What the cancer center did say: Johnson's contract runs through March 31, 2030.

"I do support Dr. Johnson, but there’s work to be done," said Jones, the Buffalo pastor.

This story was updated May 23 to reflect that Leecia Eve, at an Aug. 25 board meeting, joined four other board members in voting against a public statement that skirted concerns raised by the hospital's employees of color. Five days later, she and the other four dissenting board members wrote a letter to Roswell Park leadership, expressing frustration that the public statement did not acknowledge the hospital's past failings on race. An earlier version of this story inaccurately described the nature of the vote.