 12, 30, so I'll call to order the Green Mountain Care Boards meeting of July 14th, 2023. We rescheduled this meeting from this Wednesday due to the flood. So thanks for waiting. Some of our staff and board members have had some displacement and are dealing with that. And we, we've looks like we may have lost our building at least temporarily. Anyway, so I wanted to thank everyone at the care board for helping each other out. And Chris in largeness for scrambling to find me a place to do the hearing. We've also heard about some challenges that many others have had, including Johnson health center, Jenna's promise and Copley hospital. And so I just want to express our thoughts are with all those folks. And the challenges are real. We've had a lot of people ask me here at the board about volunteering to help as have a lot of people across the state. And so a huge acknowledgement for all those folks who are helping their community and their coworkers and those trying to provide care and help everyone. So a tough week, but it's, it's great to see that a lot of people are trying to make efforts to help their community. Given the realities of our the blow, our beautiful state has taken this week. We are without our executive director bear today. So all highlight a couple of things before we get into the meat of the meeting today. The 1st is public comments for rate review those started on May 9th, and they'll continue until July 24th and folks can submit comments. The other green mountain care board public comment page or the healthcare advocates website. We have 2 upcoming rate review hearings on Monday, July 9th, starting at 8am. We have a hearing on the rates that have been submitted and then on Wednesday, July 19th, so the 17th and 19th Monday and Wednesday of next week, both starting at 8am. We also have additional public comment forum that we will host on Monday, July 24th at 4.30pm and we have 1 agenda item today, and that's the 1 care Vermont fiscal year 24 budget guidance, which are health policy project director Michelle Sawyer and staff attorney Russ McCracken will present and before I turn it over to them, we'll turn to approval of the minutes from June 28th 2023. Is there a motion to approve those minutes? I'll move approval. I'll second. Any board discussion and all those in favor, please say aye. Aye. Aye. And the minutes are unanimously approved. I received an update this morning from Miss Sawyer, Mr. McCracken, and I think we're going to focus the discussion on 1 care's budget guidance to the non executive compensation issues. And it sounds like we're still waiting for a couple pieces of information in response to our requests. And once we get those that we have the information we need, we'll go back to that issue. So for now, I'll turn it over to Miss Sawyer and Mr. McCracken. Thank you chair Foster and thank you Julia for driving the slides today. All right, you can go to the next slide please. So the agenda for today will review the public comment received on the certified ACO budget guidance. We will review some proposed changes that have occurred since the last time we looked at this guidance. We'll touch on the executive compensation benchmarking just briefly and then we'll get into motion options. Next slide please. I also wanted to sneak in a timeline here. So obviously we have not yet issued the ACO budget guidance. Generally, we try to do that by July 1 of each year. But due to the subpoena that has been delayed, but we have a potential vote slated for this meeting. So that may happen. And then it is expected that one care will submit their budget to us October 2 in the fall. There will be a hearing in November. A staff presentation as well. And the vote will the Green Mountain Care Board will vote on the budget in December prior to the start of the fifth school year. Next slide please. We received public comments from five different parties. Thank you all to thank you to all of you who submitted public comments. We really appreciate your contributions and your thoughts. The topics generally covered the data analytics transition. They covered the executive compensation that some were around the subpoena itself and others discussed the number of attributed lives served compared to the one cares budget. Next slide please. So these are the proposed changes to the guidance since the last time the staff presented the workbook will start there. So tab 6.7 and I'll stop and say all of this is publicly available on our website. Should anybody like to see what these changes changes and compass. We added in a few additional columns to collect salary benchmark data for each of the executive positions. And then we just made several technical edits as well to that workbook. The narrative portion of the guidance. We started with part one the ACO budget targets. We made an edit to the budget target instructions to give some context around the purpose that these serve. And I'd like to speak to that now. This year the section of the guidance has been expanded significantly. So it's important that we understand what these targets are and what they are not. The intent of budget targets is to signal to the ACO as it's creating its budget for the following year what the Green Mountain Care Board would like to see. The targets are indicators to be used by one care in developing and preparing its proposed budget. It is the hope that this will improve the clarity of the board's priorities and reduce the amount of modification necessary to the ACO's budget after their submission. As the note on the slide says there is no penalty if the ACO does not meet a budget target. However they will be expected to justify why they did not meet it. The targets will assist the board in determining whether to approve or modify one care's proposed budget. If a budget target is met the ACO can expect less scrutiny on that particular area of their budget. So a target in other words is not a mandate or binding like a budget order would be. No matter what the ACO submits in their budget it can be modified by the board through a budget order. And the inclusion of budget targets or whether or not an ACO meets those targets does not impact the board's ability to modify the budget. Alright so then also a technical change was made with the language in the in many of the budget targets. We just changed the language from shall to must as shall is legally more appropriate for an order. Next slide please. Additional edits to budget targets number two we removed the Medicare FPP target recognizing that it's not within the ACO's ability to influence the achievement of that target at this time. For budget target number five we clarified the definition of PHM payment reform payments to be inclusive of FPP and bonus payments. Budget target number seven is the one which links variable compensation to the achievement of quality and cost metrics and we added language there saying that at least one metric should tie back to the benchmarking report. And in number eight we added a target for the ACO to submit a plan to the board describing how it plans to increase provider accountability for quality performance. So that wraps up the changes to the budget targets. The next section is the reporting requirements. We added a sub question in section five which is the risk model section. There was a question asking the ACO to discuss program goals strategies opportunities and limitations for the following. There was a list of items there and we added one to improving access to behavioral health services. Next slide please. In section six which is the budget section the financial section we've made an addition to question seven we're looking for an explanation of how the ACO determines the outsourced services are at fair market value. Also in this section we added a question around administrative expenses. Describe the administrative expenses incurred in connection with implementing each of the population and payment reform programs as well as data and analytics work. We added another sub question in section six around executive compensation for each position. Explain how salary benchmarks were determined and utilized when budgeting the base and total executive compensation. Justification for executive compensation shall include reference to an analysis of the ACO's performance. In section seven which is the population health section we added a question for a description of the impact of each population health program on containing costs improving access to care and or improving quality of care. Citing specific and measurable changes observed in these areas and then throughout the narrative there were other minor edits made. Next slide please. So as the discussion around executive compensation at OneCare has continued I did want to review what we do know about how these salaries are set. UVM health network which handles HR related functions for OneCare uses a variety of third party surveys to determine salary benchmarks and you can see the four listed out. And it has been explained to us that the process includes comparisons to ACO executives wherever data exist. For example if they're benchmarking OneCare CEO they have a list here of different titles that they might search for within each one of those surveys. Next slide please. We also know from the policy that they had provided with us that base salaries are targeted at the 50th percentile of the national peer group. Individual salaries will be administered with ranges with structured midpoint set the median and then there's a 50% spread from minimum to maximum. And then also regional data is taken into consideration when placing individuals into their respective ranges. And then when it comes to performance based variable pay they are looking at the 65th percentile target to award when there have been the achievement of strategic and operational objectives. So the total cash compensation for the executives they they aim for the 65th percentile but it may be below at or above depending on the three items listed here. The positioning of an executive salary within the appropriate salary range the performance of the network and its affiliates and then other criteria. Next slide please. So that's what we knew and the staff had requested some additional information and OneCare declined to share that information. So on June 28th the Green Mountain Care Board sent a subpoena directing OneCare to produce all of the following documents relating to compensation benchmarks utilized in connection with establishing and or targeting compensation for OneCare CEOs vice presidents and directors. All documents sufficient to identify the dollar amounts of the 50% for OneCare CEO VPs and directors. All documents sufficient to identify the benchmarked percentile for a total compensation for OneCare CEO VPs and directors and all documents relating to how the award of variable compensation in 2022 was structured to achieve specific and measurable goals. The support the ACO's efforts to reduce cost growth or improve the quality and overall care of enrollees and decisions to award 100% of available variable compensation for FY 22 for all OneCare's executives including its CEO vice presidents and directors. Again the subpoena is available on our website if you wish to review the language yourself. On July 7th the Green Mountain Care Board received. Thank you Julia. Several documents in response to the subpoena. The submission is available on our website. Most of the submission was duplicative of materials already received from OneCare as part of the certification eligibility verification process. The new information include rolled up compensation data meaning that it was rolled up into categories rather than by individual salary information. So instead of each vice president position being listed out it was rolled up into a category of vice presidents and likewise for the director level instead of individual director level information it was as a group all directors. It did include the dollar amounts of the benchmark 50th and 65th percentiles but it lacked explanation of what the benchmark is how it is determined and the percentiles at which the actual salaries are set. Next slide please. On July 11th the Green Mountain Care Board followed up to OneCare that responsive documents to the subpoena need to include source documents and communication that show exactly what the benchmark is. On the 50th and 65th percentile numbers it needs to include source documents and communications about the selection of the benchmark the methodology used to develop the benchmark and the determination of the appropriateness of the benchmark. We're looking for source documents explaining the content of the rolled up chart meaning attachment A which should include at least A by individual position OneCare executives their base compensation variable compensation 50th and 65th percentile of the benchmark and actual percentile of individual compensation on the benchmark and B documentation sufficient to understand why the rolled up chart doesn't align with the base salary and variable compensation that OneCare provided as part of its revised budget. Also looking for documents and communications related to the discussion of awarding FY22 variable compensation to OneCare executives and the decision to award FY22 variable compensation at 100 percent. At this time we have received some documents from OneCare that came in after hours last night and the staff are working on their analysis. Next slide please. We did want to walk through some considerations for the board when deciding whether and how to cap executive compensation. These are merely areas for you to ponder on while you make your decision. So the first is the affordability and administrative expenses. By limiting OneCare's administrative expensive expenses the board prevents these costs from being passed on to Vermonters. As far as compensation as organizational performance incentive by linking executive compensation to OneCare's organizational performance such as you know benchmarking metrics. The Green Mount Care Board can increase leadership's incentive to improve organizational performance. When it comes to the ability to hire and retain staff limiting executive compensation to the median for similar positions could affect the ACO's ability to hire highly qualified experienced candidates. It could also impact staff productivity morale and retention which could result in increased administrative costs related to leadership and staff transitions as well as an increase in non-wage benefits such as paid time off. And then there's the preservation of hierarchy of pay scale focusing on executive positions alone risks upsetting the hierarchy of pay scale. Either subordinates may have higher salaries than their direct supervisors or salary reductions could trickle down to mid and junior level staff. Just things to think about. Next slide please. So we would like to present the board with a menu of options for today's potential vote. I'm going to walk through each one. The first option is to publish the FY 24 OneCare budget guidance with the proposed changes that we discussed earlier. But remove both budget targets six and seven which are the two targets that cap executive compensation at the 50th percentile and set 40% of the variable compensation being tied to quality and cost performance respectively. By removing these targets the board could evaluate what OneCare submits in the fall with that additional context and more information on how 2023 performance has been to date. Like I mentioned earlier the removal or inclusion of budget targets does not determine the board's authority to modify an ACO's budget. So number two similarly we could publish the guidance with the proposed changes but with placeholders for budget targets six and seven. Essentially this would allow the board if you choose to do so to wait for any additional information before setting budget targets associated with executive compensation. Once the board is more certain with the direction they would like to go we can add these targets into their guidance before the October one submission date. Option number three is to publish the guidance with the proposed changes as currently drafted which we will review on the next slide what budget targets six and seven look like. And then option number four. I've mocked up some alternative language that we'll see in a couple of slides that allows some more flexibility in these budget targets as well. So next slide please. So option number three is the one where we where you could vote to keep the guidance as it is currently drafted. So budget target currently reads budget target six currently reads the ACO shall cap the total compensation in FY 24 for the ACO's executives VP or and sorry VP level and above or director level and above. At the 50th percentile of the benchmark used by the ACO to establish its executives compensation. Budget target seven currently reads the ACO must structure the variable compensation of executive compensation. Variable portion of executive compensation so that at least 40 percent is tied to one cares FY 24 achievement of specific and measurable goals related to the ACO provider network performance and cost and quality metrics. Quality metrics must align with the ACO clinical focus areas as long as those priorities or focus areas are consistent with the APM quality framework. And at least some of the metrics include areas identified in the March twenty twenty three benchmarking report as needing improvement. That is as drafted. Next slide will look at option four with a more flexible language. Budget target six says the ACO shall target the base compensation in FY 24 for the ACO's executives VP level and above or director level and above at the 50th percentile of the benchmark used by the ACO to establish its executive compensation. Variable compensation shall be targeted at the 65th percentile. One care must provide complete justification of any salaries awarded above these targets. And then budget target number seven the ACO shall structure the variable proportion of executive compensation so that some portion is tied to one cares FY 24 achievement of specific and measurable goals related to performance in cost and quality metrics. Quality metrics should align with any payer program quality priorities or ACO clinical focus areas as long as those priorities or focus areas are consistent with the APM quality network framework. And at least some of the metrics include areas identified in the March twenty twenty three benchmarking report as needing improvement. Next. Well let's go back to back a couple of slides to the four options and I'll hand it back over to you chair Foster for any board discussion. Sure. I guess I'll go first with a question Miss Sawyer there. I didn't pull this up before the meeting I should have checked it but there was a letter to us about certain budget targets. I think it was received from one care and they were requesting that we didn't have particular budget targets. Can you remind me which budget targets that was referring to. I would also have to pull that up to be able to speak to it. If you want to give me a minute to do so I certainly can. That's OK I was looking while you're speaking and I didn't find it. We can come back to that. OK I guess I would just say for myself I would support going with option one on the list that you have and not including the budget targets as of today for six and seven. Other than that I didn't have any other questions or comments and I'll turn it over to the other board members. I can go ahead and jump in. My apologies if there is loud noises in the back because as I mentioned at the top of the meeting I have some basement deconstruction happening to get the wet stuff out. I'm certainly fine with going with option one. I think getting additional information and having some more time to think about it would be helpful for me. I did want to just make a note about in the proposal that I had posted which Michelle quite frankly had a lot of what I would call technical drafting suggestions. That Michelle has incorporated the one substantive piece unrelated to these options is the suggestion to include a plan regarding provider accountability because I think if what we're looking for is to have improvement in the quality of the project. Data in particular that's really the work of the provider network and so I think ensuring that the accountability is consistent throughout the organization is necessary. Now I don't know what that should look like which is why I had suggested a plan. So I just wanted to add in a little note about the rationale for why I suggested that. I could get support option one. I agree with Robin. I think having some further information would be super helpful. I just want to also note. Thank you Michelle. I really felt like the background information as to how the budget targets are viewed by the board and the board's authority in and around the budget and budget targets was very helpful context. But I agree. I think there's a lot of a lot of evolving information on this topic and I think more time to review the information and that we're getting from one care and have some strong consideration of the implications of that would be helpful so I could go with one. That would be fine. May I just ask a clarifying question because I view one as publishing the guidance with the proposed changes but not having any targets for six and seven for executive comp at all and no plan to revisit those targets. I viewed option two as publish the guidance with the proposed changes but allow for a revisitation of budgets targets six and seven which are related to executive comp at a future date when we get the information that we requested through the subpoena. So I just want to understand where the other board members are because it sounds like folks are aligning around to but I hear people saying one. So I get I think I'm just a bit confused. I think I think you're right. Yes. I didn't quite. Yeah. I think I what do you mean when you say placeholders like an actual number or is it just sort of a blank that will fill in when we get the information. Yeah. Just has the right idea by placeholder I mean I when we publish the guidance there would be budget target number six and it would say something to the effect of to be determined and issued by the Green Mountain Care Board at a later date. Just to as a stronger signal that there will likely be guidance in these for six and seven just not currently. I got it. So we could still go back and have nothing which which is number one or we could have put something in later. Yeah. OK. So Jess I'm sorry. I meant number two. OK. In that case I'm supportive of option number two as well for the reasons outlined from others. I am as well. I mean I think one and two both allow the flexibility to come back and think about it. One wouldn't define specific targets but we could have the discussion to define the specific targets and have the discussion which I think could be helpful. So either either would be OK with me. We have a sense of the timeline for a revisitation. I suppose it depends on what we get when we get all the information that's been requested from the subpoena. Is there a hard stop timeline when we must make that decision about budget targets six and seven. I don't believe there is a hard and set date. I would ask Russ to chime in if he feels otherwise but I don't believe there is a hard deadline. However we know that the next hard deadline is October 2nd for them to submit their budget. So it in order for them to take those targets into consideration we would certainly want to provide those targets as much in advance as we could prior to that date. Thank you. Miss Sawyer Miss Bulls sent around the public comment I had asked about and it was refreshed my memory. The letter was relating to the proposed budget targets that were at page seven of the draft guidance. Which is all of them. Page seven contains all of them. OK. Yeah. Yeah. Right. I have nothing else on my end. If any other board members do please go ahead. If not I think we can move on. I see Miss Raider Walke have your hand raised. I'll do the motion language and public comment. Thanks. Michelle you pull up the motion language. Right. Before we go to the motion I will take health care advocate and public comment. So Mr. Fisher I saw you here. Do you have any public comment or any comment. Yeah I do. Thank you Mr. Chair and members of the board. Let me just do sound check of people hearing me OK. Thank you. Well we're maybe on a bit of a different page than clearly the majority of the board. We think it's super. It's very important to be very clear with any regulated entity about what the rules are. And so I suppose you know the questions by member homes about sort of timing reflects on this. I think that that it's very important if the board is not going to define exactly what it's looking for here. That the board come back to it in a timely way so that one care or I'm going to just say it brought that one care can know how to comply know what the board is looking for. You know we stand by our public comment that we submitted on June 26 which recommended clarifying that position should be included what position should be included in the executive compensation targets called on the board to determine what benchmark to use. That should be a board decision and to connect 100% of variable compensation to specific measurable goals rooted in quality improvement in population health. I was on my way to saying that I thought that those were closest to option three or that option three was would be the easiest to adjust to align with what we're calling for here. I suppose option two also does because it gives you an opportunity to come back to it but we stand by those positions. I think I have articulated and we have articulated the reasoning behind those positions well enough in the past and I'm not going to repeat myself now. Other than to say that there may be standards in the health care industry that that current practice is aligned with and that it looks normal and commonplace. To have these levels of compensation and these and the and the variable compensation as has been discussed here. But from our vantage point it's thinking about it from the vantage point of the Vermonter who's trying to get care and trying to pay for their care. It's it's hard to align these practices with those values with those values of working for monitors and so that's what motivates us here. Thank you, Mr. Chair. Thank you very much. And does anyone else from your team have any comment or just just okay great. I'll turn to public comment on this radar wall I can see your hand is raised please go ahead. Thank you, Mr. Chairman. As all of you know I've had various roles in Vermont health care reform, including working with Robin to write the statute that established this board and that was in the context of a proposal from a governor to create a single payer system in Vermont. Which would not have been a holy public entity. As in most countries or places where there is a single payer system. It would have involved some sort of public private partnership. But that did not come to fruition the Green Mountain care board nonetheless came into existence and continues to exist. But it doesn't run the health care system in Vermont. Do not have a publicly owned health care system. We have a privately owned health care system that competes in a national health care economy for talent. And so when we set compensation in any component, whether it's a small little rural hospital or at the academic medical center at the or at the ACO, we are competing for talent. International market and that has been our singularly most challenging aspect of operations as health care providers in the last couple of years. How do we attract people, retain people, pay adequate compensation and still live within the regulatory system that we are kind of uniquely. Subject to in Vermont. There is no other regulatory scheme like this in the United States. And I fear that this has gone off the rails in terms of losing track of the purpose of the ACO, which is really to organize private health care providers to work better together. They're not a government entity, but they're organized for the greater good. And somehow they become the kind of target as if they're doing something evil. And if you were in any other state, I think you would see that there is nobody else trying to do what one care is doing. Obviously I'm biased because I'm chair of the board and I'm part of the UVM health network, but I just think that you've lost track of what the role of the ACO is and the role of the board itself. It's not your role to set compensation for a private not for profit corporation. The public utility commission does not do that for Green Mountain power or any other electric utility. And you don't set the compensation of the CEO of Lupras was healed of Vermont of United health care of any other insurer in the business. And for some reason you're thinking that this is a significant thing. And I would just say like above all, this is a distraction from the important work that the ACO should be doing and is trying to do to improve the quality and affordability of health care for Vermonters. And to focus on this issue, when there's six and a half billion dollars worth of health care expenditure that we could refocus for better health, better outcomes and lower cost trends is, to me, a really sad thing. Thank you, Ms. reader walk. Your comment. Sharon got one, I think your hand is raised. Miss got one is your hand raised. Sorry. I just was saying my my lip got I have a fat lip, but I wasn't going to I tried to push the mic without the video but now that you've seen my face. It's all it's all done. You see it. I think that there was a consideration I didn't hear regarding a benefit of of capping executive compensation and that is I did hear there's a potential for decreasing morales and having there be a trickle down of attack of other salaries. But I do know that employees that don't make that level of pay or aren't rewarded for as much of what they do. I think it could do the opposite. I think it could be a motivator as they see potentially one care being more in alignment with the mission. I think that the resistance that the ACO is giving to providing information and the delays are are are something to consider. You know, it's pushing the vote down the road like kicking the can down the road. It's not the board's fault for having to delay in this. But I think that's just a bad indication of those in leadership of the ACO and then certainly yes maybe maybe we'll lose a few executives in these higher positions but I see that as an opportunity. It might actually give room for someone who clearly would not be working for the money. I think that what each of the salaries are getting right now is is more than plenty for a nonprofit and a nonprofit in health care where we all really should be putting those we serve above all else. Thanks. Thank you very much for your thoughts Ms. Gutman. Ham Davis. Let's go ahead. Thank you Mr. Chairman. I'm really happy to see on in the game. Thank you very much. She says that they're you're off the rails. I don't think you're any even in sight of the rails. Here's what you really need one care for Montpour. You have to get the financing change from from fee for service to capitation. You cannot do that without some kind of a gizmo to make it possible. That's what a ACOs were designed for in the National Obamacare legislation. If you that's what they have to do. Now they can't do it all. They've been blamed for all of the failures. Here's just a metaphor you might think about if you want to paint a house. OK. And you really need two things. The first thing you need is scaffolding. OK. Scaffolding. But if you just put up the scaffold the house ever gets painted. One care is the scaffolding. You need a painter. And that is the Green Mountain Care Board. And the all this stuff I have never seen in sixty two years a more crazy blizzard of bureaucratic stuff about do this do that. And the other thing you don't have if you don't want one kid if you don't want an ACO then say so. And the but what you're asking it to do is just simply not possible. Thank you. Thank you for your comment Mr. Davis. And that's the other any other hands. So I think Michelle we can go to the motion language. Can I ask a quick question before you go. Michelle could you go over again the placeholder language. I'm assuming that's where Ellen's going. So I just wanted to be clear on what that's actually going to say. Sure. As I have it drafted it says to be determined and issued by the Green Mountain Care Board prior to budget submission. What will be determined. Exactly. The the target itself. So the way I have it listed out is budget targets one through five and then that's what number six says in brackets and number seven says the same in brackets and then continuing with eight and nine. And just to maintain the numbers that we've been referring to throughout this entire process try to keep those stable. OK. Can you just go back to the six and seven so I can see the full text of six and seven. So it will say the it'll. So in the bracketed part it will say to be determined or it'll say at the to be determined. Just. Sorry. I just want to make sure I understand what we're voting on. Sure. Sure. Exactly. So it's you know budget target six in a bracket to be determined and issued by the Green Mountain Care Board prior to budget submission. And the same number seven or seven I see. So you'll take out all of the text of six and seven and just put to be determined. Exactly. OK. So apologies if I could just jump in I think for clarity the text that you're looking at in six would be removed and inserted would be a bracket that would say any target or benchmark regarding a cap of total compensation to be determined and added. And then similarly with seven the text you're looking at would be removed and inserted would be a bracket that says any target or benchmark regarding the structure of variable of the variable portion of executive compensation to be determined and added. Thank you Russ. Yeah. Thank you Russ. OK. So before you make a motion I'll just clarify where I'm at. So where I'm at is I'm not ready to cap total compensation. I am in favor of clarifying the existing guidance on variable compensation. So if you so I'll just if you make the motions so that we're doing six and seven together I'm going to vote no if you break them up I would vote no on six and yes on seven. So breaking it up would allow me to vote for part of the motion if you're going with option to. I just wanted to put that out there. Sorry. Can you say that again so make sure I got it. Yeah. I can actually yeah. So if the option that folks are thinking about is option to where we come back to determine the targets then if we could vote on each of the budget budget targets to be determined separately then what I would then I will vote yes I want to know on the other if you combine them I will have to vote no on vote. I see. Right. Well I think for today's purposes would you want that to be part of today. I mean I think it would be something that we do when we get the information we would I think probably take them up six and seven separately and vote on them. But for today it would just be that we're going to look at them when we are ready. Yes except that I think for me I think what the motion would be is that we will for sure be coming back to six. Right. So I would prefer to vote no on that now just to be clear that I'm not in favor of the cap. I see. You know because it indicates that there will be a cap it's just not determined. Actually may I just jump in here. I'm not sure that it does Robin. I think it indicates that if we want to put any guardrails or specific language around total compensation it doesn't necessarily have to be a cap. It could be a target. It could allow. I mean I think there's a lot of language that could potentially be put forth for budget target six that doesn't necessarily imply it has to be a cap. At least that's what I heard Russ and Michelle saying. So that's why it'd be better to have the actual language so that we know what we're voting on. I think Russ if the language were to be if the board chooses to deter to target total compensation. Right. Instead of cap could you use the word target. It could be inclusive of a cap but it's not necessarily the only option there for budget target six. Would that be OK Russ. Well I think that's a question for the board could vote on but the placeholder could say bracket any benchmark or target regarding total compensation. Total executive compensation to be determined and issued. And regardless it's a target. It's not a budget order. So it's not capping right. This is a target that is not actually a cap. True. But it sets a presumption that the ACO will come in to meet the target or explain why they are not. So in my mind it's what I would call in legal speaks somewhat of a burden shifting. A burden shifting type of instruction in the guidance. So I had interpreted the motion myself as not requiring anything as to these other than that they'll be discussed and decided in the future. Not that it actually is signaling necessarily that there'll be a cap or a target at all. Just that that was to be determined. I don't know if I interpreted that wrong but that's how I was reading it. OK. I mean if people if that's people's understanding I'm fine with that. That's my understanding as well. Language. Yeah. So as long as the legal team can put that's all of our understandings then I think the legal language can support that understanding. Yeah. I think member Lange your concern is you don't want a target or a cap. And so you're concerned that by voting for this this would lock in a vote that there is going to be some sort of target or cap. And I don't I don't interpret that way. I think there can be discussions and there should be discussions around no cap or no target or what that should be. That's how I am viewing this. OK. Yeah. I guess that's why I guess that's why if you option one and option two similarly and that option one we would always have the option to go back and give additional targets if needed. And we discussed that as potentially being an option or option two sort of sort of specifically states that we would go back and purposefully discuss this with the option of having targets out of that discussion. So to me that the option one and option two aren't hugely different other than two signals a little bit more that we're going to and kind of commits us to to try to work that out which I think is appropriate. And if it's helpful I can read the placeholder language again as I have it. So for six replacing the text with placeholder language that says any benchmark or target regarding total executive compensation to be determined and issued. And then seven any benchmark or target regarding structure variable portion of executive compensation to be determined and issued. And I think use of any in that context doesn't commit the board to having one. Does there may be one. Thank you Russ. And Russ just to clarify the way you have option seven written sorry a target seven written with an option two. Are you finding that the only thing that we would be discussing there is the proportion that would be related to specific. Targets I'm sorry I don't have the language in front of me. I'm sorry Julie if you could flip back to the thing it's the next slide. Yeah. So the placeholder language as I saw it was a any benchmark or target regarding the structure of the variable portion of executive compensation to be determined and issued. And in structure. I think that captures both the what's listed here is 40% and then what it's tied to. Okay thanks. Okay is everyone ready for the motion set. Right. Sorry go ahead. Mr. Kraken. Sorry I'm sorry to interrupt again I just wanted to clarify that the motion language here. It covers the entirety of the guidance including the final changes which are around the targets number six and seven but it's a motion to approve all of the one care guidance which is as you know a lot more than just those two particular targets so I was going to make a process suggestion that if the board takes this up as a motion that there be an option for discussion public comment and anything further before before the vote because the scope of it is broader than just the executive compensation portion. Yeah that's fine. I had understood it was a lot broader and I and I the focus of it was actually not executive compensation today but I'm happy to open up public comment on that again. So I'll make the motion and then we can do that. So I moved to approve the one care fiscal year 24 budget guidance as presented by staff with option number two regarding the executive compensation targets. I was second. And I'll just note that I omitted the bracketed because I don't think there were additional changes that were made to the garden guidance writ large. So I'll turn it to public comment as to the motion and the broader guidance beyond the executive compensation if there is any. Ms. Raider walk I see your hands raised. I'll just reiterate this is not a public health care system like you might have in the United Kingdom or Canada or any other place that we might hope to be in. This is a private health care system run by private organizations largely and you're trying to regulate one. And I hope you'll pay attention to the implications in a national health care economy. Thank you. And Ms. gutland. Yeah just quickly. I know that there's other ACOs in our nation and I know that they're doing better. So I applaud the board for doing due diligence to do whatever they can to make this succeed. The other thing is I don't like hearing that there's kind of already one vote to never cap when there really is yet to have information to base that vote on. I think as a person you know that makes decisions herself I like to base it you know on data on facts on history. And it's not like you can't ever change. But right now we're looking at I think a pretty challenging situation with the ACO as it is and executive compensation should be incentivizing security. And it hasn't. So that's all. Thanks. Thank you. Okay. Is there any other board discussion on the motion or are we prepared to vote. Right. All those in favor please say aye. Aye. Aye. Aye. Aye. Aye. Aye. Aye and the motion carries. I don't know how to properly thank you, Miss Sawyer and Mr. McCracken for all your work on all this. But thank you. I hope you guys have a great afternoon and thanks for doing this for us. Just seeing what else we have on the agenda today. That looks like nothing else, so I'll ask if there's any other old business or new business to come before the board. Okay. Is there a motion to adjourn? So moved. Second. And all in favor. Hi. Hi. Hi. Thank you and have a good afternoon.