Board Structure

Lighting the Way on Board Integration

Luminis Health’s CEO Tori Bayless and General Counsel Tim Adelman discuss the board restructuring process post-merger

By Nikhil Baviskar

Interview

Tori Bayless is CEO of Luminis Health based in Annapolis, Md. Tim Adelman is Chief Legal Officer and General Counsel of Luminis Health. Both Tori and Tim played key roles in the creation of Luminis Health in 2019. In this interview, they explain how the integration of two major health systems resulted in stronger governance.

Nikhil Baviskar: Please tell us about Luminis Health.

Tori Bayless: We are a nonprofit regional health system based in Annapolis, Md. Our system includes two acute care hospitals, a behavioral health hospital with day and residential substance use treatment, and 90 outpatient locations spread across the region. We also employ over 500 physicians.

In 2019, Doctors Community Hospital in Lanham, Md., sought a partnership and chose Anne Arundel Health System. After the acquisition, we rebranded to Luminis Health to reflect our new, integrated approach. Combining two legacy health systems, we aimed to build a true system of care across the counties we serve, not just one in name.

Our focus over the last five years has been on integration — clinically and operationally. Our clinical service lines now provide consistent care across all locations. Surgeons, anesthesiologists, intensivists, radiologists and other specialists work at both hospitals. We’ve made deliberate efforts to ensure our governance drives this integration, with a focus on efficient system-wide governance.

Baviskar: What prompted the change in your governance structure, and who led this transformation?

Bayless: When we merged, we had three legacy boards: one for the ambulatory clinical enterprise and one each for the hospitals in Annapolis and Lanham. It became clear that this structure wasn’t sustainable or efficient. We needed role clarity—what responsibilities belonged to subsidiary boards versus committees, and what powers were reserved for the parent board.

Once the acquisition was finalized, agendas became repetitive, and authorities and decision making became murky. This led our trustees and leadership team to reexamine our structure. We eventually adopted a ‘mirror board’ structure: the Luminis Health board now governs both hospitals in a single joint session, so decision-making happens collectively—with a focus on ‘systemness’ and integration.

Tim Adelman: It’s common in mergers to try to accommodate both legacy organizations, which often results in an overly large board. Post-merger, we had more than 30 trustees across three boards and around 20-30 board and committee meetings per year. This inefficiency began to impact trustee engagement.

A good example of this is the budget approval process. First, the Finance Committee would review it in detail, then each hospital board would do its own deep dive, and finally, the parent board would give final approval. It quickly became clear that this was too cumbersome and redundant. Our board surveys also flagged issues. We conduct post-meeting surveys and a bi-annual self-assessment. These highlighted themes of role clarification, board size and meeting content. Based on this feedback and decreasing trustee engagement, the board asked us to reorganize our governance.

Baviskar: You mentioned regular self-assessments, which is not always a common occurrence. Were these in place before, or were they part of the restructuring?

Adelman: We’ve been conducting bi-annual self-assessments for several years now; which allows us to track improvement and comparisons across health systems peers. These formal assessments help us improve the board’s effectiveness across multiple dimensions such as quality, strategy, finances, community health, management oversight, etc. Our homegrown quarterly board survey, introduced after our merger, allows us to get immediate feedback from trustees after each meeting, providing real-time insights into what’s working and what isn’t.

Baviskar: How did you approach the governance restructuring?

Adelman: Our trustees were very insightful and prioritized restructuring quickly. We didn’t want this to be a one- or two-year process. The restructuring was initiated in June, and by December, we had a final recommendation. We adopted a mirrored board structure where the same trustees serve on both the parent and operating company boards. This reduced redundancy and streamlined decision-making. The number of trustees was reduced from over 30 to 15.

One challenge was ensuring we retained diverse perspectives with a smaller board. Maryland’s corporate law allows non-trustees to serve on board committees, so we invited former trustees and other experts to join these committees. We also set up community advisory councils for each hospital to keep local perspectives engaged. These councils include former trustees, community leaders and government officials.

Additionally, we removed ex-officio board positions for medical staff leadership but created a medical advisory council to keep physicians actively involved. We also revised trustee job descriptions, corporate bylaws and committee charters to align with our new governance strategy.

Baviskar: Did you seek external support during this transition?

Bayless: We relied mainly on peer advice. Tim and I are connected nationally — I’m on the board of the American Hospital Association, so I had access to a network of insights. While we didn’t use an outside consultant, having an engaged board and leadership team made the transition smoother.

Adelman: There are plenty of resources available for governance restructuring if an organization is committed. If our board had been less engaged, we might have brought in a third-party facilitator, but our leadership made the process easier.

Baviskar: It seems like you had the right personalities and expertise on the board to make it work.

Bayless: Yes, we had individual conversations with every trustee to ensure everyone felt appreciated and had a role in the new structure. Legacy board members were given the opportunity to serve on committees or advisory councils. These personal discussions were crucial in making the transition smoother.

Adelman: We also focused on diversity in all aspects — race, gender, expertise and geography. We use a matrix during the nomination process to ensure our board remains diverse and balanced.

Baviskar: You’ve mentioned many governance best practices. What results have you seen post-restructuring?

Adelman: Trustee feedback has been very positive. Our post-meeting surveys show increased engagement and discussion. By streamlining board meetings and reducing the number of meetings, we’ve become more efficient, and trustees feel they have a stronger voice in strategic discussions.

Bayless: We also respect the fact that our trustees are volunteers. It’s important that we make their time productive. We’ve seen strong attendance and participation, and we regularly assess our board’s performance, which helps us continue improving.

Baviskar: That’s great to hear. Are there areas where you still see room for improvement?

Adelman: With a smaller board, leadership succession becomes more challenging, so we’re focusing on developing leadership and ensuring diversity. Having non-trustees on committees helps us identify future trustees and assess their governance potential.

Bayless: We’re always looking to improve how we present board materials. The challenge is balancing detailed information with strategic thinking. We continually refine our approach to ensure board members have the right level of information to govern effectively. Curating the board packets to include the most relevant, strategic digestible information takes focus. Management works closely with the committee and board chairs to set our agendas and pre-reads, and we’ve adopted the practice of posing 1-2 strategic questions to frame discussions that are strategic and generative. We continue to adjust based on organizational priorities and trustee feedback.

Nikhil Baviskar (nbaviskar@aha.org) is program manager, Trustee Services, at the American Hospital Association.

Please note that the views of interviewees do not always reflect the views of the AHA.