UNOS welcomes new seven-member board of directors

On Friday, March 8, 2024, the United Network for Organ Sharing (UNOS) announced the seven members of its new Board of Directors, who begin their terms on March 30, 2024. For the first time in nearly 40 years, UNOS’ Board of Directors will be independent from the Organ Procurement and Transplantation Network’s (OPTN) Board of Directors. The new UNOS Board takes effect the day after UNOS’ current OPTN contract with the federal government ends.

Currently, the same 42 people oversee both UNOS and the OPTN. The board separation represents a significant change in governance structure, and it has received wide-ranging support – from HRSA, from members, and even from critics of the current OPTN system –  as it benefits the entire transplant community. Board separation also is in line with HRSA’s own Modernization Initiative.

While HRSA is working to finalize plans for the OPTN board when the current contract expires, UNOS has followed through on its commitment to establish separate boards of directors. Now, after working on board separation plans with HRSA for years, UNOS remains confident that HRSA will act by March 30 to finalize this critical change that is best for the entire transplant community.

“Having independent and distinct boards will appropriately allow each organization to benefit from board members who have a singular focus on the mission of the organization they support,” said Maureen McBride, Ph.D., CEO of UNOS. “I look forward to working with our new UNOS board, as well as the OPTN board, to not only continue our lifesaving work within the U.S. donation and transplant system, but to also expand our reach as a company to help improve the health and lives of more people around the globe.”

UNOS’ new board members were selected for their diverse range of expertise and experience in business strategy, health care, information technology and information security, and the organ donation and transplant system. The members are:

• Sue Dunn, former CEO of Donor Alliance
• Bapu Jena, M.D., Ph.D., professor of health care policy at Harvard Medical School, internist at Massachusetts General Hospital
• Maryl Johnson, M.D., professor at the University of Wisconsin School of Medicine
• Irene Kim, M.D., director of the Comprehensive Transplant Center at Cedars-Sinai
• Jake Kouns, founder of RVAsec
• James Pittman, assistant vice president of transplant and dialysis services for HCA Healthcare
• Marie Quintero-Johnson, retired vice president of corporate development for Coca-Cola and kidney recipient

Establishing a UNOS Board that is distinct from the OPTN Board is aligned with HRSA’s Modernization Initiative, calls from Congress to separate the boards, and UNOS’ Action Agenda.

UNOS worked with HRSA as UNOS took action to establish its new governance structure separate from the OPTN:

• June 22, 2021 – UNOS met with HRSA to present on the establishment of a separate OPTN board.
• January 10, 2023 – UNOS sent a letter to HRSA Administrator Carole Johnson expressing a shared desire to create two distinct boards of directors. The letter noted that UNOS sent the contracting officer a request for a “modification to the current OPTN contract. The proposed modification would assign UNOS a task to develop a plan to separate the OPTN Board of Directors from UNOS’ Board of Directors.” UNOS asked the administrator to approve the contract modification noting that “the end of the current contract, September 29, 2023, would be an ideal time to complete the separation of the boards.”
• March 22, 2023 – HRSA announced its OPTN Modernization Initiative, which noted that as part of the effort, HRSA will work to ensure the OPTN Board of Directors “has greater independence.”
• May 2023 – HRSA issued a contract modification directing UNOS to submit an OPTN Board Independence Plan that complies with the National Organ Transplant Act and the OPTN Final Rule and included required activities, with timelines and milestones, to incorporate the OPTN as an independent legal entity governed by the OPTN Board of Directors.
• July 14, 2023 – UNOS submitted its OPTN Board Independence Plan.
• July 20, 2023 – The Senate held a hearing focused on the Securing the U.S. Organ Procurement and Transplantation Network Act, which according to the bill’s sponsor will for the first-time mandate an independent Board of Directors to oversee OPTN separate from the contract holder.
• July 27, 2023 – HRSA issued a statement on the OPTN reform law: “The Health Resources and Services Administration shares Congress’ goal of making the Organ Procurement and Transplantation Network (OPTN) work better for the more than 100,000 people on the waiting list for organs. Individuals on the wait list, organ donors, and their families deserve an OPTN governed by an independent, representative board…”
• September 28, 2023 – HRSA executed a unilateral extension of UNOS’ contract through March 29, 2024.
• October 30, 2023 – UNOS and HRSA met at UNOS’ request regarding board separation effective March 30, 2024, the day after UNOS’ contract ends. HRSA indicated it cannot dictate the corporate governance structure of a private entity.
• November 29, 2023 – UNOS and HRSA had a follow-up meeting at UNOS’ request regarding board separation.
• December 5, 2023 – UNOS Board voted to establish a new governance structure distinct from the OPTN Board, a decision made in the best interest of patients and the nation’s organ donation and transplant system.  The Board made the effective date of this action March 30, 2024, to align with the end of UNOS’ 6-month contract extension.
• December 13, 2023 – UNOS and HRSA had a follow-up meeting at UNOS’ request regarding board separation.
• December 2023 – HRSA reiterated its commitment to an independent OPTN Board: “For nearly 40 years, the Board of Directors for the Organ Procurement and Transplantation Network (OPTN) has been comprised of the same individuals who serve as the Board of Directors for the private entity that has held the OPTN contract. No formal requirements existed to protect against conflicts of interest resulting from this shared role.”
• February 22, 2024 – UNOS membership ratified the UNOS Board decision to establish a new UNOS governance structure.
• March 29, 2024 – UNOS’ current contract with HRSA ends.

Although the federal government’s timeline for implementing its OPTN Modernization Initiative has shifted, UNOS, under new leadership, has remained committed to being a good partner to the administration, Congress and stakeholders to change the current governance structure that requires UNOS Board members to serve as OPTN Board members.  Effective March 30, 2024, OPTN Board members will not have a fiduciary duty to UNOS as a non-profit organization.

About UNOS

United Network for Organ Sharing (UNOS) is the mission-driven non-profit serving as the nation’s transplant system under contract with the federal government. We lead the network of transplant hospitals, organ procurement organizations, and thousands of volunteers who are dedicated to honoring the gifts of life entrusted to us and to making lifesaving transplants possible for patients in need. Working together, we leverage data and advances in science and technology to continuously strengthen the system, increase the number of organs recovered and the number of transplants performed, and ensure patients across the nation have equitable access to transplant.