MSM BOT Guidebook 0525

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Board of Trustees Guidebook

2025 Spring Meeting May 15–16, 2025

OUR VISION

Leading the creation and advancement of health equity to achieve health justice.

OUR MISSION

MSM is dedicated to improving the health and well-being of individuals and communities.

Increasing the diversity of the health professional and scientific workforce. Addressing primary health care needs through programs in education, research, and service with emphasis on people of color and the underserved urban and rural populations in Georgia and the nation.

OUR HISTORY

Morehouse School of Medicine (MSM), located in Atlanta, GA, was founded in 1975 as the Medical Education Program at Morehouse College. In 1981, MSM became an independently chartered institution. MSM is among the nation’s leading educators of primary care physicians and was recently recognized as the top institution among U.S. medical schools for our social mission. Our faculty and alumni are noted in their fields for excellence in teaching, research, and public policy.

MSM is accredited by the Accreditation Council for Continuing Medical Education, Accreditation Council for Graduate Medical Education, Council on Education for Public Health, Liaison Committee on Medical Education, and Southern Association of Colleges and Schools.

BOARD OF TRUSTEES

Arthur R. Collins Chairman of the Board Managing Partner, theGROUP

Aaron D. Dent Managing Director & Chief Procurement Officer, Tishman Speyer

Woodrow W. McWilliams Ill, MD

John B. Amos Cancer Center, Radiology and Oncology

Susan Grant Vice Chair of the Board Retired, Executive Vice President of CNN News Services

Camille Davis-Williams, MD FACOG Greater Atlanta Women's Healthcare

Valerie Montgomery Rice, MD President and CEO, Morehouse School of Medicine

Douglas Love Esq President and CEO, Annexon Biosciences

Glenn W. Mitchell, Ill Managing Partner, Ernst & Young LLP

Sylvester McRae, MD Assistant Professor, Director of St. Francis OBGYN Physician Partners

Kimberly Evans Paige Executive Vice President and Chief Marketing Officer, BET Networks and live Events

Claire Pomeroy, MD, MBA President, Albert, and Mary Lasker Foundation
Lawrence V. Jackson Chairman, SourceMark LLC

EXECUTIVE LEADERSHIP TEAM

Valerie Montgomery Rice, MD

President and CEO, Morehouse School of Medicine

Katherine Napier, CPA, CISA, CIA Senior Vice President for Finance and Chief Financial Officer

Creshema Murray, PhD Vice President and Chief of Staff

Joseph A. Tyndall, MD, MPH

Executive Vice President of Health Affairs, Dean of the School of Medicine

Veronica Mallett, MD, MMM Senior Vice President and Chief Administrative Officer of More in Common Alliance

Kandy Ferree, MCP Senior Vice President Office of Institutional Advancement

Michelle McGuire, MBA Executive Vice President of Business Affairs and Chief Operations Officer

Rick Kittles, PhD Senior Vice President for Research

Dorian Harriston, MA Senior Vice President and Chief Marketing and Communications Officer

Sandra Harris-Hooker, PhD Senior Vice President for External Partnerships and Innovation

Cindy Lubitz Senior Vice President of Human Resources and Chief People Officer

VIRTUAL CAMPUS

ZOOM MEETING HOUSE RULES

1. Login & Password

Join the meeting by clicking on the Zoom link in your calendar invite or Agenda. Enter the meeting Password.

2. Participant Identification

Please identify yourself on Zoom by entering your name. This is important for identifying speakers and ensuring appropriate access during the meeting.

To change your name after entering a Zoom meeting, click the “Participants” button at the top of the Zoom window.

1. Next, hover your mouse over your name in the “Participants” list on the right side of the Zoom window. Click on “Rename”.

2. Enter the name you would like to appear in the Zoom meeting and click on “OK”.

3. Muting Function

Upon entering the Zoom meeting room, all participants will be muted to avoid any background noises or interruptions. If you would like to speak, please unmute yourself.

4. Roll Call

The Corporate Secretary will take roll call after Invocation. Please unmute yourself during roll call.

5. Motions

If you would like to second a motion, please unmute, and identify yourself for the notation of minutes.

6. General Session

After each section on the Agenda, Chairman Collins will address questions and comments.

7. Questions and Comments

If you have a question, we ask that you please type your request to ask a question or make a comment in the chat box by using your mouse to click on the Chat icon located on the task bar on bottom of the screen.

A Open the Chat on the right. You can type a message into the Chat box to send a message to everyone.

B After each section on the Agenda, the OGC staff will monitor the chat box and alert Chairman Collins, who will review the chat box. We will address each question in the order it was received. At that time, Chairman Collins will acknowledge the board member participants and ask the board members to unmute themselves and ask their questions or give their comments so that all board member participants can hear and weigh in if needed.

8. Zoom Break/ Transition

After the General Session, we will take a 15-minute break for the transition into the Executive session.

Please DO NOT LOG OFF OR LEAVE THE ZOOM MEETING. Simply place yourself on mute and stop the video.

9. Executive Session

Once you have returned to your computer, please remain mute, however, please “start video” so that your fellow trustees will be able to see you.

The Executive Session will immediately follow the open session. Please remain mute to avoid unintended interruption or background noise interference. Please remember to unmute yourself before speaking. There will be fewer participants so you will be able to answer questions directly. Please unmute yourself, ask the Chairman for the floor and wait to be recognized by the Chairman to allow orderly discussion.

PLENARY AGENDA

Thursday Board Meeting May 15, 2025

Morehouse School of Medicine

Transportation from The Ritz Carlton Hotel to Morehouse School of Medicine: 8:30am

8:30am- 9:00am Breakfast

9:00am – 10:15am Executive Session with President and CEO

10:15am – 10:30am Call to Order & Minutes Approval Resolution

10:30am – 12:00pm The Urgency of NOW

12:00pm – 12:30pm LUNCH

12:35pm – 1:15pm Student Performance & Progress Update

1:15pm – 1:45pm Morehouse Healthcare Update

1:45pm – 2:15pm Morehouse Hospital Expansion

2:15pm – 2:30pm BREAK

2:30pm – 3:00pm Budget Update & Finance Approval

3:00pm – 3:20pm Comprehensive Campaign /Bloomberg Update

3:20pm – 3:40pm New Academic Research Building

4:00pm – 5:00pm Executive Session with President and CEO

5:00pm – 7:00pm Dinner – Walk over to the Calvin Smyre Building

Transportation to/from Morehouse School of Medicine and The Ritz Carlton hotel is available throughout the day. Arrangements can be confirmed by Candice Morris.

Proposed Plenary Agenda

Friday Board Meeting May 16, 2025

Morehouse School of Medicine

Transportation from The Ritz Carlton Hotel to Morehouse School of Medicine: 8:45AM

9:00am – 9:30am Breakfast

9:30am Roll Call

9:30am- 10:00am Committee Reports & Action Items

10:00am – 10:15am Government Affairs Report

10:15am – 10:30am Enterprise Resource Platform

10:30am – 11:00am President and CEO Report

11:00am – 12:00am Executive Session

12:00pm – 100pm Lunch/Adjourn

1:00pm – 1:45pm Danforth Dialogue with Dr. Regina Benjamin (Optional)

6:00pm – 8:00pm Commencement Dinner with Speaker Dr. Regina Benjamin (Capital City Club)

2025 Morehouse School of Medicine Commencement Logistics and Information

Breakfast and Transition into Regalia

Saturday, May 17, 2025

Board of Trustees Breakfast

Morehouse School of Medicine – NCPC, 4th Floor

Executive Dining Room

Time: 7:15AM – 7:30AM

Transition into Regalia

Morehouse School of Medicine – NCPC, 4th Floor

NCPC Room – A-402

Time: 7:30AM – 7:45AM

Pictures: 8:00AM

Processional Lineup

Morehouse School of Medicine – NCPC Atrium

Time: 8:30AM

Commencement Ceremony Saturday, May 17, 2025

Ceremony:

Morehouse College

The King Chapel at Morehouse College 830 Westview Drive, SW Atlanta, GA 30310

Time: 9:00 AM – 12:00PM

Reception:

Morehouse School of Medicine NCPC Building (Atrium Vestibule) 720 Westview Drive, SW Atlanta, GA 30310

Time: 12:30PM – 2:00PM

COMMENCEMENT INFORMATION

Morehouse School of Medicine (“MSM”) Commencement - Saturday, May 17, 2025

Transportation from the Ritz-Carlton to MSM will depart at: 7:00 AM

Transportation from Morehouse College to MSM immediately after finish of Commencement Ceremony

Transportation from Morehouse School of Medicine to the airport will be available directly following the end of Reception

MSM:

Roundtrip transportation will be available for all board-related dinners and meetings, as well as transportation from and to the airport. Reserved parking is available at Morehouse School of Medicine in the National Center for Primary Care (“NCPC”) Lower Lot. Arrangements for transportation to/from Morehouse School of Medicine and Ritz-Carlton are available throughout the day. Transportation arrangements and on-site parking can be confirmed through Candice Morris

TRUSTEES COMMITTEE MEETINGS HELD VIRTUAL

BOARD COMMITTEE

Development & External Affairs

May 6, 2025

11:15 am – 12:30pm

Governance and Nominating

May 7, 2025

10:00am – 11:15am

Research Affairs

May 8, 2025

1:00 pm -2:15pm

EXPECTED ACTIVITIES/ AGENDA

IMARKETING AND COMMUNICATIONS

• Brand Positioning

• 50th Anniversary Third Quarter Recap OIA UPDATE

• Celebrating the Present

• FY25 Budget & Campaign Update

• FY26 Budget & Fundraising Goals

• Preparing for the Future

• Leveraging Tech & Talent

• Pivot from Campaign to Special Initiatives

• Considerations for Thriving in a Changing Landscape

• Review Committee Assignments

• Review of Rolling Three Year Board Attendance

• Review of Annual Trustee Survey Self-Assessment

• Strategic Board Member Recruitment Process (Update)

• Morehouse Healthcare Governance Update

• Morehouse Medicine Governance Update

• 2024 End Of The Year Scorecard

• Report To The Research Committee

• Research Presentation

• Student Representative

• Faculty Representatives

EXPECTED ACTIONS

RESOLUTIONS

• None

RESOLUTIONS

• Resolution Approving the Dates of the 2031 – 2032 Board of Trustees Meetings

• Resolution to Re-elect Class B Board members

• Resolution Approving Committee Assignments, Chairs, Vice Chairs, Member Appointments

RESOLUTIONS

• None

Health Services

May 9, 2025

1:00 pm –2:15 pm

Audit & Compliance

May 12, 2025

2:00 pm – 3:15 pm

• MHC Scorecard

• MHC March Financials YTD Update

• MHC Operations Update

• Morehouse Medicine Update

• Advocate Health Partnership Update

• Grady Affiliation Agreement

INTERNAL AUDIT

• MHC Revenue Cycle Audit (Bennett Thrasher)

• Title Iii Audit

• Nationwide To Fidelity Transfer Audit

COMPLIANCE INITIATIVES AND MATTERS

• Compliance Initiatives And Matters

• Policy Initiatives And Outcomes

• Compliance Awareness And Training

• Compliance Investigations (As Needed)

FINANCE

• Fy 2024 Audit Follow-Up

• Fy 2025 Audit Schedule

• Capital – Construction Cost Overage

OTHER TOPICS

• Erp Workday Implementation Status And Update

RESOLUTIONS

• None

RESOLUTIONS

• None

Administration and Facilities

May 13, 2025

10:30 am – 12:00 pm

Academic Affairs

May 13, 2025

2:30 pm – 4:30 pm

BUSINESS AFFAIRS

• Enterprise Resource Planning Implementation Update

• Chief Information Officer Updates

• Microsoft Hub Update

• Cyber Update

HUMAN RESOURCES

• Job Architecture Summary

FACILITIES & AUXILIARY SERVICES

CONSTRUCTION UPDATE

NARB Update

Leadership Changes

• MD Match Outcomes

• Medical Student Performance Update

• Action To Improve Student Success Rates Update

• Curriculum Changes

• Policy Changes

• Prematriculation Support

• MiCA Update

• Cost of Education & Tuition Increase Update

• Student Support Services Process Improvement Update

NATIONAL CHALLENGES OF ACADEMIC CONSEQUENCE

• HHS Impacts (NIH/CDC/HRSA)

• Department of Education (Title III and Title IV)

STANDARD REPORTS

• Student Representative Update

• Faculty Representative Update

EXECUTIVE SESSION

• Board Discussion

• Scorecard (Informational

Resolution

• Resolution Ratifying Past Actions of Board Capital Projects

Resolution

• Resolution For The Approval Of Changes To Msm Faculty Bylaws

• Unanimous Written Resolution For The Approval Of May Conferral Of Degrees To Participate In May 2025 Graduation

• Approve May 2025 Honorary Degree

• Resolution For The Approval Of September Conferral Of Degrees To Participate In December 2025 Graduation

• Resolution Approving Faculty Appointments And Promotions

BOARD COMMITTEE

Finance and Investment

May 14, 2025

10:00 am – 12:00 pm

EXPECTED ACTIVITIES/ AGENDA

INVESTMENT REVIEW

• Goldman Sachs – Endowment & Investment Review

• Investment And Endowment Policy Changes

FINANCIAL REVIEW

• MSM March 2025 YTD Financials

• Proposed Tuition Increase Ay 20252026

• Fy 2026 Proposed Budget

ACADEMIC FINANCIAL SERVICES

• MHC March 2025 YTD Financials

DISCUSSION ITEMS

• HBCU Loan Financing Terms Update

• Meb/Hg3 Construction Status Update

EXPECTED ACTIONS

RESOLUTIONS

• Resolution approving the Fiscal Year 2026 Operating Budget for Morehouse School of Medicine, Inc.

FULL BOARD AGENDA – DAY 1

May 15, 2025 | 9:00 AM – 5:00 PM National Center for Primary Care | 4th Floor, Executive Board Room:

Join Zoom Meeting https://msm-edu.zoom.us/j/91810333790?pwd=kildIXJSedF4Re5HFgbWhcZQxPUCfZ.1

Meeting ID: 918 1033 3790 Passcode: 536422

1. Call to Order and Welcome

Arthur R. Collins

2. Roll Call Candice Morris

3. Virtual House Rules Overview Candice Morris

4. Trustee Resolutions

• Resolution Approving Minutes of the Winter 2025 Board of Trustees Meeting

• Resolution Ratifying the Unanimous Written Consent of the Executive Committee Approving FY24 Financial and Single Year Audit

• Resolution For the Approval of The Total Cost of Ownership for The Enterprise Resource Platform (ERP)

5. Plenary Session

• Student Performance & Progress Update

Adrian Tyndall

• Morehouse Healthcare Update Adrian Tyndall

• Morehouse Hospital Expansion Update …. Adrian Tyndall

• Budget Update & Finance Approval Katherine Napier

• Comprehensive Campaign/Bloomberg Update Kandy Ferree/Katherine Napier

• New Academic Research Building Taya Jackon Scott

6. Executive Session

7. Adjourn

FULL BOARD AGENDA – DAY 2

May 16, 2025 | 9:00 AM – 12:00 PM National Center For Primary Care | 4th Floor, Executive Board Room

Join Zoom Meeting https://msm-edu.zoom.us/j/95066368176?pwd=3k1mVrGDk8Hzqr3670c8M5ovhMWekJ.1

Meeting ID: 950 6636 8176 Passcode: 297916

1. Call To Order and Welcome Arthur R. Collins

2. Roll Call Ronni Bryant

3. Virtual House Rules Overview Ronni Bryant

4. Committee Reports and Action Items

• Academic Affairs Claire Pomeroy

• Resolution Approval of September Conferral of Degrees to Participate in December 2025 Graduation

• Resolution Approval of the May 2025 honorary degree

• Resolution Approval of the May conferral of degrees to participate in May 2025 graduation

• Resolution Approval of Changes to MSM Faculty Bylaws

• Resolution Approving Faculty Appointments and Promotions

• Administration and Facilities Neeraj Tolmare

• Resolution Ratifying Past Actions of Board Capital Projects

• Audit and Compliance Glenn Mitchell, Iii

• None

• Development and External Affairs Aaron Dent

• None

• Finance and Investment Lawrence Jackson

• Resolution Approving Fiscal Year 2026 Operating Budget

• Governance and Nominating Kimberly Paige

• Resolution Approving 2031-2032 Board of Trustees Meetings Resolution

• Resolution Approving Re-Election of Class B Trustees

• Resolution Approving Committee Chairpersons, Vice Chairpersons, and Committee Member Appointments

• Health Services..................................................................................................................... Sylvester McRae

• None

• Research Douglas Love

• None

• Government Affairs Report LaShannon Spencer

• Enterprise Resource Platform Taya Scott

5. President & CEO Report Valerie Montgomery Rice, MD

6. Executive Session Arthur R. Collins

7. Adjourn

BOARD AND COMMITTEE ANNUAL PLANNING CALENDARS

2025 Board of Trustees Meeting

2026 Board of Trustees Meeting

2027 Board of Trustees Meeting

February 6-7

May 15-16 (Graduation May 17)

October 16-17

February 5-6

May 1 4-15 (Graduation May 16)

October 15-16

4-5

20-21 (Graduation May 22)

2 1-22 2028 Board of Trustees Meeting

3-4

19-20 2029 Board of Trustees Meeting

1-2

17-18 (Graduation May 19)

2030 Board of Trustees Meeting

7-8

May 16-17 (Graduation May 18)

17-1

6-7

5-6

21-22

Regular Meeting Business

Fall

Winter

Spring

• Resolutions

• Approve Faculty Appointment and Promotions

• Prior Year Institutional Goals Dashboard Review

• Strategic Plan Update

• Approve the Yearly Financial Audit

• Approve the December Graduates

• Approve Tuition and Fees

• Approve May Graduates

• Approve Honorary Degree Recipient(s)

• Board of Trustees Self-Assessment

• Approve Meeting Dates for Next 2 Years

• Approve the Annual Budget

• Approve IRS 990 Form

• Approve Re-Election of Class A Directors

• Approve Committee Charters

• Approve Bylaw Revisions

Academic Affairs

Regular Meeting Business

Fall

Winter

Spring

• Approve Faculty appointment and promotions

• Prior Year Dashboard Review

• Approve December Graduates

• Approve May Graduates

• Approve Honorary Degree Recipients

• Annual Review of Education/Research/Clinical Integration Goals

Administration and Facilities

Regular Meeting Business

Fall

Winter

Spring

Audit and Compliance

Regular Meeting Business

Fall

Winter

Spring

Development and External Affairs

Regular Meeting Business

Fall

Winter

Spring

• Prior Year Dashboard Review

• Approve IRS 403B Audit

• Approve Next Fiscal Year Facilities Plan

• Prior Year Dashboard Review

• Approval of Annual Financial Audit

• Review Compliance Training Schedule

• Review Annual Internal Audit Fiscal Year Program

• Comprehensive Campaign Review

• Prior Year Dashboard Review

• Current Year Dashboard Review

• Fundraising Updates and Marketing and Communications Strategies

• Key Fundraising Priorities

• Fundraising update, Campaign Progress, Key Fundraising Priorities, Marketing and Communications Strategies

Finance and Investment

Regular Meeting Business

Fall

Winter

Spring

Governance and Nominating

Regular Meeting Business

Fall

Winter

Spring

• Prior Year Dashboard Review

• Review of Annual Financial Audit

• Annual Review of Compensation Plan Goals and Activities

• Approve Tuition and Fees/Other Budget Assumptions

• Approve Annual Budget

• Approve IRS Form 990

• Approval of New Board Members

• Prior Year Dashboard Review

• Annual Review of Charter and Bylaws

• Review of Rolling Three Year Board Attendance

• Review of Annual Self-Assessment

• Annual Review of MSM Board of Trustees Bylaws

• Review Committee Resolutions for Confirmation of Class, Terms, New Trustees, Committee Assignments

• Review Meeting Dates for Next 2 Years

• Approve Re-Election of Expiring Class Directors

Health Services

Regular Meeting Business

Fall

Winter

Spring

Research Affairs

Regular Meeting Business

Fall

Winter

Spring

• Quarterly Dashboard Review

• Quarterly Review of Finances, Revenue Cycle, and Ambulatory Statistics

• Prior Year Dashboard Review

• Annual Planning of Growth Strategy

• Annual Review of Education/Research/Clinical Integration Goals

• Prior Year Dashboard Review

• Annual Review of Research Grant Portfolio

• Annual Review of Education/Research/Clinical Integration Goals

BOARD COMMITTEES

EXECUTIVE COMMITTEE

Chair

Vice Chair

Arthur Collins, Chairman of Board

Susan Grant

Aaron D. Dent (Chair, Development and External Affairs)

Neeraj Tolmare (Chair, Administration and Facilities)

Lawrence V. Jackson (Chair, Finance, and Investment)

Douglas Love, Esq. (Chair, Research)

Marvin O’Quinn, BSc, MBA, PhD (Chair, Health Services)

Glenn Mitchell, III (Chair, Audit and Compliance)

Valerie Montgomery Rice, MD, President, and CEO (Committee Ex officio Trustee)

Claire Pomeroy, MD (Chair, Academic Affairs)

Kimberly Evans Paige (Chair, Governance & Nominating)

ACADEMIC AFFAIRS COMMITTEE

Chair

Vice Chair

Committee Liaison:

Claire Pomeroy, MD

John J. Whyte, MD, MPH

Kimberly Evans Paige

Neeraj Tolmare

Glenn Mitchell, III

Sandy Gordon

Bonzo Reddick, MD, MPH (President MSM Alumni Assoc., Ex officio Trustee)

Carey Bayer, EdD, MEd, BSN, RN, CSE (Faculty Representative, Ex officio Trustee)

Keana Murray (Student Representative, Ex officio Trustee)

Dr. Adrian Tyndall, atyndall@msm.edu, 404-752-1783 (office)

ADMINISTRATION AND FACILITIES MANAGEMENT COMMITTEE

Chair

Vice Chair Neeraj Tolmare

Aaron D. Dent

Susan Grant

Marvin O’Quinn

Sandy Gordon

Committee Liaison:

Michelle McGuire, mmcguire@msm.edu , 470-670-6480 (Office)

AUDIT AND COMPLIANCE COMMITTEE

Chair Vice Chair

Glenn Mitchell, III

Lisa LeCointe-Cephas, Esq.

Lawrence Jackson

Marvin O’Quinn

Committee Liaison:

Dr. Katherine Napier, knapier@msm.edu, 404-752-1673 (office)

DEVELOPMENT AND EXTERNAL AFFAIRS COMMITTEE

Chair Vice Chair

Aaron D. Dent

John J. Whyte, MD, MPH

Claire Pomeroy

Camille Davis -Williams

Woodrow McWilliams, MD

Kimberly Paige

Carey Bayer, EdD, MEd, BSN, RN, CSE (Faculty Representative, Ex Officio Trustee)

Committee Liaison:

Kandy Ferree MCP, kferree@msm.edu 404-756-1955 (office)

FINANCE AND INVESTMENT COMMITTEE

Chair Lawrence V. Jackson

Vice Chair

Lisa LeCointe-Cephas, Esq.

Glenn Mitchell, III

Douglas Love

Woodrow McWilliams, MD

Sylvester McRae, MD

Valerie Montgomery Rice, MD (Morehouse School of Medicine President, Ex officio Trustee)

Katherine Napier CPA, MBA, CISA, CIA, (Morehouse School of Medicine CFO, (Ex officio committee member)

Committee Liaison:

Dr. Katherine Napier, knapier@msm.edu, 404-752-1673 (office)

GOVERNANCE AND NOMINATING COMMITTEE

Chair Vice Chair

Kimberly Evans Paige

Susan Grant

John J. Whyte, MD, MPH

Camille Davis-Williams, MD

Valerie Montgomery Rice, MD (Morehouse School of Medicine President, Ex officio Trustee)

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