An internal ethics complaint filed two years ago argued that Medical Faculty Associates Board Chair Ellen Zane’s business relationship with an MFA contractor is a potential conflict of interest, aligning with faculty concerns raised after The Hatchet’s reporting on the relationship last week.
A December 2022 complaint to GW obtained by The Hatchet argues that Zane’s “material interest” in the financial success of Savista — the MFA’s independent revenue manager that it hired in December 2019 — could influence her ability to make impartial decisions about the medical enterprise. It outlines worries that Zane’s dual roles as MFA board chair and Savista board director “appear to pose” a direct and material conflict of interest.
The complaint, which was filed by a community member whose name The Hatchet has withheld, was filed through GW’s confidential portal that is used to report unethical conduct and noncompliance by “all members of the University.”
University spokesperson Shannon McClendon said that Zane disclosed her position on Savista’s board of directors and was recused from the MFA board’s vote on whether to retain the company but declined to say when she disclosed her Savista role or was recused.
The University has also twice said that the MFA — a network of health care providers and faculty affiliated with GW Hospital and the University’s medical school — followed “its policy” for managing conflicts of interest with trustees. But officials have not explicitly explained what the MFA board conflict of interest policy is or how it compares to GW’s Trustee Conflicts of Interest Policy or the MFA’s Conflict of Interest Policy.
The ethics complaint argues that Zane holds a simultaneous interest in Savista’s financial success and responsibility to lead the MFA, which awarded Savista a “substantial contract” for services in 2019.
It states that GW’s decision to forgive the MFA’s $20 million debt to the University in October 2019 — which occurred when Zane was vice chair of the GW Board of Trustees and chaired its Finance Committee — amplifies the appearance of Zane’s conflict of interest, given the MFA’s decision two months later to award a contract to a company she has an “interest in.”
“Because the Zane connection to Savista will undoubtedly come to public attention at some point, we urge you to ensure that any actions taken by the MFA, including the shift to Savista billing services, are in no way affected by MFA Board Chair Zane’s previous GW Board service or her current non-University affiliations,” the complaint states.
The Office of Ethics, Compliance, and Risk responded to the complaint two days later, saying that the University “is aware” of Zane’s dual relationship and that officials have a “management plan” in place, according to the office’s response on the portal, which was obtained by The Hatchet.
McClendon declined to comment on how many ethical complaints the University has received about Zane’s relationship with Savista and how the University responded to them.
She declined to say how Zane’s dual roles may have affected the MFA board’s ability to impartially lead the MFA through persistent and mounting financial losses. The medical enterprise has accrued more than $272 million in debt to GW and $120 million to other entities since GW acquired the organization in 2018, a year before the MFA hired Savista.
The organization lost more than $107 million in fiscal year 2024, more than doubling officials’ projected deficit and marking the medical enterprise’s greatest annual loss since GW assumed control.
She declined to comment on how the University, MFA and Zane have monitored or addressed the appearance of a conflict of interest to ensure ethical decision-making surrounding Savista’s hiring, including third-party audits or investigations.
“We can confirm that the MFA followed its policy for managing conflicts of interests with board members,” McClendon said in an email Friday. “Savista’s contract was approved by members of the MFA Board who had no conflict of interest.”
Remaining uncertainties regarding Zane’s Savista-MFA relationship reflect concerns recently raised by community members close to the Faculty Senate, as well as an expert in conflicts of interest. Zane’s dual relationships could implicitly influence MFA decision-making processes because trustees may feel pressure to align their votes with policies favorable to her, they said.
“Non-answers surrounding Ellen Zane’s relationships with Savista by the administration or by the Board of Trustees are discouraging,” said a Faculty Senate committee member, who requested anonymity due to fear of retaliation from the University.
The committee member said the GW community deserves to know the “exact conditions” of Zane’s recusal from the MFA’s deliberation and vote to enter a contract with Savista in December 2019 and asked if the company’s selection process followed the conflict of interest procedures outlined for GW trustees.
The board should disclose what they knew about Zane’s relationship with Savista and when they became aware, the committee member said.
The MFA’s conflict of interest policy states that a conflict occurs when a worker’s financial, professional or other personal interests affect, or have the appearance of affecting, their professional judgment in exercising their responsibilities at the MFA.
GW’s Trustee Conflict of Interest policy states that a conflict occurs when a trustee’s financial, professional or other personal roles “directly or indirectly affect,” or have the appearance of affecting, their professional judgment in exercising their responsibilities as a trustee.
GW’s policy defines the appearance of a conflict as when it appears to an “outside party” that a trustee may take actions that could personally benefit that trustee.
“Even if this is not the case, the mere impression of self-dealing reduces the confidence and trust in the Board and its decision-making,” GW’s Trustee Conflict of Interest Policy states.
Faculty senators have for years requested details on the MFA’s operations amid mounting financial losses.
Five senators declined to comment but expressed worry about Zane’s relationship with Savista.
Phil Wirtz, a faculty senator who has repeatedly publicly pressed officials on the MFA’s financial status, said Zane’s relationship with Savista is a “pretty obvious” appearance of a conflict of interest, given her role on the MFA board that selected Savista as its “key contractor.”
He said he isn’t sure if Zane’s dual relationships exceed an appearance of a conflict of interest, but he’s “got to wonder” how Savista and the MFA are related and which organization Zane is operating in the best interest of. There is “potential” that Zane could have indirectly influenced the board’s decision to hire Savista, Wirtz said.
“The fact that she’s not directly influencing the decision doesn’t then automatically mean that she’s not also influencing the decision in an indirect manner by virtue of her position over people who are making decisions,” Wirtz said.
Wirtz said while the MFA over the last few years has failed to “turn itself around” and instead “sustained huge losses,” GW’s trustees have not developed explanations for the MFA’s financial decisions and proposed solutions to “turn around the situation.”
Eric Campbell, who studies conflicts of interest and medical professionalism at the University of Colorado’s Center for Bioethics and Humanities, said recusal is the “common response” to a conflict of interest, but there is no evidence that it actually works in practice.
He said even if someone in Zane’s position leaves the room to allow trustees to vote on a given proposal, trustees may feel pressure to conform to policies that are favorable to the individual just by knowing that the person has the relationship.
“Does that create a problem? My sense is it probably does. That’s something that can’t be avoided,” Campbell said.
McClendon declined to say if Zane, as MFA board chair, has played any role in approving the MFA leaders’ salaries and whether she abstained from any discussions or votes related to compensation of members who voted on the Savista agreement and are on the MFA’s payroll.
MFA trustees — including Zane — do not receive compensation for their role, according to MFA tax forms, but Michael Knight, Robert Zeman, Nancy Gaba and Anton Sidawy, who were trustees as of 2023, are paid by the MFA for their respective provider roles.
He said the “easiest” and “cleanest” thing for a board to do is to mandate that no trustees can have financial conflicts of interest with companies who work in the industry and, if they do, that their organization is prohibited from conducting business with the company.
Zane also serves as a director of Boston Scientific Corporation, Synchrony Financial, AgNovos Healthcare, the National Association of Corporate Directors New England Chapter and of Haemonetics Corporation while also chairing their Board. She also serves as the lead director of the Fiduciary Trust Company in Boston, per an online profile.
“In my mind, the best approach is to avoid having chairs of boards of trustees who essentially have financial relationships in that same space,” Campbell said.
He said it doesn’t matter if a trustee is paid, adding that the conflict of interest remains standing because the individual has a fiduciary duty — a trustees’ legal obligation to act in the best interest of the company — to two institutions at the same time.
Campbell said when the individual’s fiduciary duty to both institutions align, it’s not a problem because the person doesn’t have to pick one institution over the other. But, he said that when the two companies’ fiduciary duties don’t align, the individual has to choose which institution to prioritize.
“What gets to be a problem is when those things don’t align and that requires that [person] to make a choice of agency,” Campbell said. “Whose interests are they going to serve? Are they going to serve the outside institution or this institution?”