New details of the bitter dispute between the Martha’s Vineyard Hospital and its former chief executive officer over his sudden ouster last summer have been opened to public view as a consequence of a legal action filed by the hospital in Dukes County superior court earlier this month.
Joe Woodin was abruptly fired on June 5, 2017, after just 13 months on the job, touching off a summer-long controversy in the Island community. The reasons for his termination were never fully explained.
But dozens of pages of documents filed in court this month — including correspondence between attorneys for the hospital and Mr. Woodin, legal claims and counterclaims and other materials — paint two very different pictures of Mr. Woodin’s short tenure as head of the hospital and the events that led up to his firing, and highlight an increasingly acrimonious conflict over the terms of his severance, which remains unsettled today.
After months of back-and-forth letters and emails between attorneys for Mr. Woodin and the hospital, Mr. Woodin filed a breach of contract claim in October with the American Arbitration Association. In his employment agreement, Mr. Woodin and the hospital had agreed to settle any disputes by arbitration.
But on March 5, the hospital filed an action in Dukes County superior court seeking a real estate attachment that would have guaranteed repayment of $250,000 the hospital loaned him to buy a home after he was hired. Noting that Mr. Woodin had taken a job in Alaska and put his Vineyard home on the market, the hospital said it needed to protect its ability to get its money back in advance of any decision by the arbitrator.
Last week, after a hearing, the Hon. Cornelius Moriarty denied the hospital’s request, saying he was “not persuaded” that the hospital would win in arbitration.
Dozens of documents, including letters and emails between attorneys, that accompanied the complaint were obtained by the Gazette from the Edgartown courthouse this week. Although the hospital had moved to have some of the documents sealed, Judge Moriarty noted in writing that its request to prevent the documents from becoming public had been withdrawn in open court.
They include copies of a glowing letter offering employment to Mr. Woodin in February 2016, his five-year contract executed in May 2016 that included generous housing terms and bonus incentives, a description of a double-bonus paid to him for “stellar” performance in November 2016 — and five months later, a terse letter terminating him. (View timeline of events.)
In a formal complaint with the American Arbitration Association, Mr. Woodin’s attorney, Laura Studen, a partner at Burns and Levinson in Boston, among other things takes sharp aim at hospital board chairman Timothy Sweet and vice chairman Edward Miller for what she describes as “a complete ambush” the day Mr. Woodin was terminated. She alleges they acted without the knowledge and authority of the full board which met two days later to confirm the termination, in apparent violation of hospital bylaws.
And she details allegations that Mr. Sweet acted out of personal interest to protect his wife, Rachel Vanderhoop — the director of development at the hospital who reported to Mr. Woodin. In specific detail, Ms. Studen described how Ms. Vanderhoop had come under scrutiny for poor job performance and that Mr. Woodin had begun to take steps to address the problem.
“Mr. Woodin considered reassigning her or bringing about some other serious intervention in her employment,” Ms. Studen wrote. “Appreciative of the sensitive nature of the relationships, Mr. Woodin attempted to raise the topic indirectly with Mr. Miller, who . . . defended Ms. Vanderhoop.” She continued:
“It became clear that Mr. Miller and Mr. Sweet were both motivated to remove Mr. Woodin before allowing Mr. Woodin to affect Mr. Sweet’s wife’s employment. Mr. Sweet, as [chairman], was purely in pursuit of personal interests in conflict with the best interest of the hospital while taking steps to preserve his wife’s employment by facilitating Mr. Woodin’s termination.”
In their formal answer to the complaint, hospital attorneys take equally sharp aim at Mr. Woodin, describing him as difficult, disruptive and out of control. “Mr. Woodin was a micro-manager and a bully,” hospital attorney Eugene Sullivan, a partner at Holtz & Reed in Boston, wrote. “He was loudly dismissive of the prior administration. He disparaged MVH’s relationship with MGH and Partners. He encouraged staff to ignore or defy MVH’s obligations to MGH and Partners.”
Mr. Sullivan also claimed that Mr. Woodin had begun to take steps to end the hospital’s relationship with MGH and Partners system and possibly turn the Vineyard hospital into a federally qualified health center, a special designation held by the previous hospital he had headed in Randolph, Vt.
“The problems with Mr. Woodin’s vision were legion and fundamental,” the hospital attorney wrote.
Vision, Integrity, Commitment
On Feb. 16, 2016, Mr. Woodin received a formal offer of employment in a letter from Mr. Sweet, chairman of the hospital board, and Dr. Peter L. Slavin, president of Massachusetts General Hospital, the parent company for the Island hospital which is owned by Partners Healthcare. At the time Mr. Woodin was CEO of the Gifford Medical Center, a rural health care facility in central Vermont.
“As we have come to know you, your competency, vision, integrity and commitment have come shining through. We are confident that you are a perfect fit for MVH and equally important, MVH will be a perfect fit for you,” the letter said.
Three months later, on May 13, 2016, a letter was sent to Mr. Woodin formalizing a five-year contract. The terms included base pay of $400,000, an opportunity to receive an annual bonus of up to 15 per cent of salary, moving costs up to $10,000, a rental house for 12 months and a commitment for a $250,000 loan to help Mr. Woodin buy a house on the Island. The hospital agreed to pay Mr. Woodin an additional annual bonus of $50,000, plus interest, every year for five years to offset the cost of repaying the loan.
Mr. Woodin began work in late May that year.
That November, according to Mr. Woodin’s attorney, he was given a double bonus for “stellar” performance.
In January 2017 the hospital signed a promissory note for the $250,000 loan. The same month, Mr. Woodin bought a house in the East Chop section of Oak Bluffs for just under $1.2 million.
On June 5, Mr. Woodin was terminated in a meeting with Mr. Sweet and Mr. Miller.
“This letter confirms the discussion at our meeting today at which we informed you that Martha’s Vineyard Hospital has decided to terminate your employment,” a letter signed by Mr. Sweet said in part. Citing a clause in Mr. Woodin’s employment agreement that concerned termination other than “for cause,” the letter continued, “You will be entitled to the severance benefits described in your [contract]. . . . I am sorry that this relationship was not as successful as we both had hoped, but I wish you well in your future endeavors.”
Two days later, on June 7, the full hospital board met and confirmed the firing in a 14-1 vote, with Mr. Woodin present.
Settlement Negotiations
Mr. Woodin’s employment agreement provided for a lump sum severance of one year’s salary in the event of termination, and after the ouster, he and the hospital immediately began negotiating additional terms, including a non-compete clause to prevent him from taking another job in the region. One of the sticking points was whether the non-compete should cover Cape Cod as well as Martha’s Vineyard and Nantucket.
Between June and September 2017, documents show, Mr. Woodin and the hospital nearly reached settlement over his severance terms more than once, only to see it fall apart at the last minute.
Email exchanges between attorneys for the two sides were testy and peppered with claims of bad faith on both sides. Early on in the talks, hospital attorneys expressed pique over press coverage and sought to silence Mr. Woodin.
“Mr. Woodin is kidding himself if he thinks he can hold press conferences . . . and then present himself to sign a severance agreement premised on his cooperation and confidentiality . . .” attorney Herb Holtz said in an email to Ms. Studen in July. “He has a choice: he can pursue informal resolution, as you put it, in good faith (where he will find a willing partner); or he can pay for the privilege of satiating the frequent and intense press interest . . .”
In late September, it appeared that both sides had reached a final severance agreement that would have given Mr. Woodin a year’s pay plus $90,000 and forgiveness on the $250,000 loan, but again it fell apart, this time following the discovery by the hospital that it had mistakenly been paying Mr. Woodin his regular salary since he was fired.
The compensation amounted to $130,750.24. Calling it “an administrative error,” hospital attorneys demanded that Mr. Woodin return the money through an offset as part of the severance. His attorney refused, saying that Mr. Woodin had believed the payments were part of a good faith effort by the hospital to help both sides arrive at a settlement.
Hospital attorneys bristled, outlining additional details in connection with what they called “malfeasance” by Mr. Woodin and what they termed “the fundamental shortcomings of Mr. Woodin’s performance during his short time at the hospital; a reckless intractability; the refusal to cooperate with or even listen to experts and advisors in a complicated field; and a general unwillingness, or inability, to steward a small hospital as part of a sophisticated medical system.”
The hospital’s counterclaim asked that Mr. Woodin be ordered to repay the $250,000 loan with interest, plus the $130,750 he was mistakenly paid, immediately.
Mr. Woodin’s lawyer called the characterization “sound and fury,” adding that “there will be no evidence that anyone ever indicated to Mr. Woodin (in writing or otherwise) that there were any serious issues with his performance on behalf of MVH.”
By January, both sides had agreed to arbitrate their claims with the Hon. Bonnie McLeod, a retired superior court judge with Judicial Arbitration and Mediation Services (JAMS).
In the same month, the hospital announced that it had hired a new CEO. Denise Schepici took the helm at the hospital in mid-January.
In mid-February Mr. Woodin confirmed that he had taken a job as CEO of a hospital in Homer, Alaska, and that he would leave the Island.
On March 5, the hospital filed the motion in superior court to place a real estate attachment of $250,000 on Mr. Woodin’s home to guarantee repayment of its loan.
On March 9, the motion was denied by Judge Moriarty, who scrawled his decision longhand on court documents.
“After hearing, upon consideration of the arguments of counsel, I am not persuaded that the plaintiffs will prevail in the arbitration proceeding,” the judge wrote, “and accordingly there is no reasonable likelihood that the plaintiffs herein will recover judgment. Accordingly the motion for a real estate attachment is denied.”
Sara Brown contributed reporting.
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