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Amanda Doran, Chief Compliance Officer, Healthcare Portfolio Operations at Waud Capital Partners, joins Ross Ronan on The Compliance Advantage to talk about compliance in healthcare mergers and acquisitions and about building the leaders who run it. Amanda has spent more than 20 years in healthcare compliance across emergency medicine, post-acute care, and ambulatory surgery, and now mentors compliance officers across a private equity portfolio. She makes the case for growing compliance officers into compliance executives who understand the business, and she offers direct advice to CEOs and boards on hiring the right leader, where personality, judgment, and the ability to build trust matter as much as the resume. A compliance officer who says no to everything loses credibility, so the goal is a leader who can have frank conversations and still move the business forward. On the deal side, Amanda explains what she looks for when vetting an acquisition target, and why a compliance-minded leader can matter more than a complete set of policies. When a company prepares to sell, the picture flips. A functioning program with recurring audits, remediated findings, and documented improvement lowers the perceived risk for a buyer, and that shows up in the purchase price and the escrow. Amanda and Ross also dig into a shift the field has been working toward for years: compliance as a strategic partner rather than a police function. The throughline is practical. Compliance built early and led well becomes an advantage a company carries into its next deal.
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Does a compliance program need to be complete to pass due diligence on an acquisition target?
No. A complete policy set is not the deciding factor. Amanda looks first for leadership that speaks and acts in a compliance-minded way, because that signals the program can be built and supported after the deal. Due diligence weighs the whole picture, not every individual box.
How does a strong compliance program affect the sale of a healthcare company?
It lowers the buyer's perceived risk, which supports the purchase price and can reduce the escrow. Recurring audits, remediated findings, and documented improvement over time show a buyer that the risk of problems after close is low.
Why does a third-party compliance assessment help on the sell side?
It corroborates the company's own account. Instead of the seller alone saying the program is strong, an outside party has reviewed it and confirmed it, and the expected findings show the company is invested in real improvement.
What should a CEO or board look for when hiring a compliance leader?
Look past pedigree and degrees to judgment and fit. The right leader communicates around the organization's risk comfort level, builds trust so a rare no carries weight, and can handle frank conversations with executives and regulators.
What is the difference between a compliance officer and a compliance executive?
A compliance executive understands the business first and leads with it. That business understanding lets compliance support growth and act as a strategic partner, rather than slowing the organization down or making a mountain out of a molehill.
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Ross Ronan (00:06)
Welcome to the Compliance Advantage. Today we have a very special guest and good friend of mine, Amanda Doran, who is the Chief Compliance Officer for Healthcare Portfolio Operations at Waud Capital Partners. Amanda, thank you for joining us today. I really appreciate it.
Amanda Doran (00:21)
Thanks for having me.
Ross Ronan (00:23)
Before we get into your lengthy experience and where you come from, just as a matter of fact for listeners here, there aren't too many people I know who have been in compliance as long as I have, but you are one of those people, even though you look like you're still thirty, thirty-five years old. We have been around the block together for almost 20 years, I think at this point, and that's pretty impressive.
So thank you for coming on my show today. I'd love to hear your trajectory, even though I know it all. Everybody else would love to hear your trajectory throughout healthcare, throughout compliance, and where you're at today and why.
Amanda Doran (01:07)
Yeah, I appreciate it. And you're right. I remember when we started in compliance and worked together. I would sit on planes because I was traveling quite a bit, and people would ask, what do you do? And I'd say healthcare compliance, and no one knew what that meant. Now, thankfully, twenty plus years later, people understand it. And typically they think that's the privacy person.
Well, it's a lot more than just privacy. Everyone knows HIPAA. So folks are more aware of it than they used to be. There's still opportunity to learn. Originally I thought my career path would be in HR. I enjoyed developing training programs, employee motivation, things like that, helping with retention. And somehow I got suckered into working for a company, building a training program for a compliance department. That started my career, and obviously I loved it so much that I've kept with it for 20 plus years, across a variety of different healthcare service lines.
I've worked predominantly in emergency medicine and inpatient medicine, but also post-acute care and ambulatory surgery centers. So I've had a variety of healthcare compliance experience. And then most recently with Waud Capital Partners, in a private equity-based role, where I'm overseeing a variety of different portfolio companies.
Ross Ronan (02:55)
You've been pre-hospital, ambulance, acute care, post-acute, just all across the board, which is amazing, because you don't find that kind of skill set. When you and I first started interacting, it was all HIPAA all the time. And it was training, training, training. Now you've spent these years working in compliance programs, head down, putting them together, managing big issues, whether they're Corporate Integrity Agreements or different regulations coming in and out.
Now you're up to the private equity realm. You're in this guide and guidance role for a lot of other compliance officers who are doing what you did during that time period. What pulled you over there? What makes you more excited about that, or not necessarily excited, but what drew you to that?
Amanda Doran (03:48)
A few things. One is the portfolio companies are in healthcare service lines that I haven't worked in in the past. So I'm certainly interested in expanding my knowledge of different healthcare service lines. But it was also really about providing what I would consider mentorship for other compliance professionals.
I think with compliance programs, there's a foundation that works in any healthcare service line. But being able to mentor, having the experience I've had with numerous different boards, seeing different board expectations, being involved with private equity previously, and not private equity owned, I've seen a variety of different structures. So any mentoring that I can offer to these other folks, I'm happy to do.
And then also due diligence. It's huge with private equity. Everything's evolving and changing and buying and selling. So I think due diligence that's adequate and appropriate, even beyond just adequate due diligence, is so critical. I've seen organizations, especially early in my career, that didn't have that infrastructure to really vet organizations prior to acquiring them. And I've seen the ramifications of that. So being able to offer a little bit of guidance and support for due diligence was what interested me too.
[Heading 3] Mentoring Compliance Officers Into Compliance Executives
Ross Ronan (05:25)
Let's dig a little more into this mentorship and leadership, because I think that's a really important factor. Over the years we've spent in compliance, from my perspective, compliance officers, and this is why we talk about compliance executives instead of just compliance officers, we talk about people who know how to be an executive first and compliance officers second.
When we think about compliance officers of the old and somewhat of the new, they don't really have a lot of mentorship by other compliance officers. They just kind of figure out their own way. They usually get put into certain situations, and then they have associations like HCCA and SCCE that try to mentor through those associations. But that's really hard to do from an association perspective.
So we've often taken a lot of directives on how do we create, how do we mentor, how do we mold compliance officers into these compliance executives who really understand the business and can be strategic partners. Tell me a little more about how you're going to lead, or how you put this process in place to be able to mentor and lead these CCOs for these portfolio companies. Because I think that's really important as the compliance advantage, where you have somebody who really understands the business.
Amanda Doran (06:56)
Luckily, part of this was built before I came here. My predecessor had great ideas, had great connections, and had developed some of those interactions among the portfolio companies' compliance teams. So part of it is a continuation of that, allowing routine interactions between those teams.
Helping facilitate, not just allowing, but facilitating those interactions among the portfolio companies. I think they value those relationships, being able to bounce ideas off one another, share challenges. AI is huge right now, so developing governance around AI, what has worked, what hasn't worked, best practices, and just that camaraderie.
Especially because compliance folks, not many people invite compliance folks into their circle. So you have to make your own circle at times. It's that family type relationship here is what I feel and sense. And the feedback has been very positive for the structure that's been in place historically and continues.
Ross Ronan (08:13)
Hats off to Melanie Sponholz, your predecessor. She's been on the show, so it's been great. I do think she put together a really good program for mentorship. And it's amazing that you're able to step into that role and help these compliance officers go down that road, because it's a really important factor for this profession and for being valuable to the company going forward.
Now, you've been doing this for a long time. What misconceptions do companies still have, over all these years, about what compliance is for, what it does, what it should be doing? What is your take on the biggest misconception you're seeing, either previous work or current?
Amanda Doran (09:06)
Historically, you meet folks who say you're with the compliance department, and they say, I want to stay out of the orange jumpsuit. So folks' perception of compliance has been that you're the ones to prevent me from going to jail, essentially. I think we're moving more towards a partnership mentality.
While there's still room to grow and misconceptions to overcome, it's really the concern of individuals, whether it's leadership or other employees within an organization, that anytime compliance reaches out, there's something wrong. And that really isn't the approach that should be taken. Does that happen? Absolutely.
But really it's, I'm a resource for you, which is also why I like this role. It's that resource mentality of being available. Let's talk before something bad occurs, versus trying to firefight and put out the flames of something that's already occurred. I also think, because of the publicity around healthcare settlements, convictions, things like that, people are more aware of the ramifications. So they do try to operate with a compliance mindset. Unfortunately, it seems like there's the occurrence of some rogue employee or a bad decision maker that you have to address. But ultimately, trying to overcome that old misconception or myth that compliance is just there to police you, that's a mentality we're trying to change, which is why you have this podcast, the Compliance Advantage. It's not just to police you. It's to be a partner and help ensure the culture and the company are doing the right thing.
Ross Ronan (11:14)
You hit a lot of points there. It makes me cringe when I get a client or a CEO who says, I'm here to keep me out of a yellow, I don't look good in orange, I don't look good in stripes. And the first thing I say is, I can't do that for you. You have to do that for you. I'm here to help the company stay out of it, but I can't prevent you from doing bad things, so follow the rules.
The second part, which you're right about, we've been thought of a lot as stuck in the corner in the back office room, close the door, something happens, I'm going to come knock, and you're going to come fix things. That has historically been the compliance officer's role. So when you come to somebody, the first thing they say is, what did I do? What went wrong? What am I getting in trouble for? Who's getting fired?
And like you said, we are changing that culture, that misconception of stick it in the corner. This is where the whole compliance is a cost center versus compliance is an investment in my future. Those are two different things. It's insurance versus buying an insurance policy that you can borrow against. It's an investment in your future. And ultimately we become proactive. I think becoming proactive is having a seat at the table, saying, I want to go into a new state, or a new service line, or somewhere over here.
I need Amanda to come talk to me about this and whether it makes sense or not. I agree with you a hundred percent. That is commonly the misconception we have. But I think roles like yours, where you're sitting at a private equity group, you have more of a strategic partnership with the private equity groups when they're doing the different portfolio companies.
Amanda Doran (13:09)
Yeah, I think that's right. And the fact that this private equity company obviously values compliance, because they have a chief compliance officer, which I haven't historically seen. It's definitely not a recurring staff position that I've seen at private equity. So we have that advantage, that I know I'm going to be at the table because they have the position and role specifically for that.
It's definitely an interesting road, seeing the different dynamics of different organizations and structures. Hopefully we're changing that old mindset and moving in the right direction.
[Heading 3] Due Diligence on a Target: What Compliance Signals Matter
Ross Ronan (13:50)
Keep plugging away. We'll get there at some point, right? More podcasts. So obviously a lot of acquiring, a lot of buying, a lot of selling. In your group right now, the object of a private equity group is to make investments and divest those. When you're vetting a target, and also getting somebody ready for sale.
I think those are two mutually exclusive things, but combined they have a correlation. What does their compliance mindset look like? Let's just talk about targets. You're looking at somebody, and you're not just seeing their program, you're seeing whether they have a culture of compliance. Are they operationalizing compliance? What do you look at from that due diligence perspective before you acquire them? And then tell us a little more about the advantages you see when you find one that actually has a really good program.
Amanda Doran (14:57)
In my tenure, I've been involved in a lot of due diligence. I don't go in expecting there to be a strong compliance program in every organization. Quite often there's not. There are pieces of it, especially depending on the size of the organization. Your expectations change. I do think one of the key pieces is leadership. You may not have every policy developed, or a full training program around compliance, but you have a leader who speaks and acts in a compliance-minded way. I think that goes a long way toward helping build that compliance structure, even though they may not have it at the time.
That doesn't mean you're going to dismiss that opportunity, because you know that future state is going to be supported. You're going to have that ability to grow based on leadership's mindset. So I think that's a big piece. Due diligence isn't just about checking every box that every piece of a compliance program is in place. It's accommodating potential misses, because there are other things that weigh more heavily and are more important than every little piece of the program.
And obviously there are a lot of decision makers in acquiring a company. There are times I've been involved where there's risk, and it's a matter of judging how comfortable the organization, or the acquirer, is with that level of risk. Or do you transition from a stock acquisition to an asset acquisition? There are numerous things you can do to try to acquire an organization you're set on acquiring that may have some compliance risks. There has been the occasion, though rare, that it's, no way, this is not an organization you want under your umbrella, because long term you're going to have some pretty significant revenue losses or other regulatory concerns. So I think there are ways to adjust and accept certain deficiencies, because there are other things that weigh greater to demonstrate a positive compliance mindset.
[Heading 3] The Sell-Side Advantage of a Strong Compliance Program
Ross Ronan (17:42)
Now, flipping that to sell side, getting ready to divest a portfolio company, or you're part of one that really wants to go to market. I think you've been on both sides of those arrangements. Where do you see the advantages lie within the compliance program, and what's the benefit the company gets from having a good, functional, operationalized compliance program?
Amanda Doran (18:09)
It's almost like take back everything I just said, because on the sales side, you want to be able to demonstrate you have a strong compliance program. Which is interesting, because maybe the buyer has a different perspective. But I do think ramping up a compliance program, building a strong one, is imperative to help sell an organization.
Being able to demonstrate there are recurring audits and the results, maybe they weren't perfect, but they were remediated, and audits have improved over time. Being able to show that even though maybe two or three years earlier it wasn't the picture-perfect compliance function, close to sale time it's much, much better.
That demonstrates the risk of acquiring the company and having problems down the line is pretty low. So I think it's pretty critical to build that compliance program.
Ross Ronan (19:15)
Do you see any changes with multiples or escrows when that happens?
Amanda Doran (19:21)
Yeah, I do. Obviously the more risk, the lower the purchase price. And the escrows may increase with the greater risk too, so that the acquiring company doesn't bear the burden of the costs associated with those risks. It definitely changes it.
Ross Ronan (19:43)
You know what's really interesting, whether you're on sell side or buy side doing diligence, however you want to call it. Let's just say you're selling your company and you're on sell side. There's more than the other company making an assessment on your company based on their compliance program. It's legal. It's the compliance diligence that's out there. It's the quality of earnings. There are so many factors looking at a compliance program that are also whispering in the buyer's ear, saying, don't do this, don't do this, because you're going to have a big problem here.
When you have an effective compliance program, it hushes all of those whisperings. We do it a lot on the sell side. Someone comes in and says, I want to go to market in the next couple of years, but I don't really have a very good compliance program, build me something and run this thing until we get to that potential. And one of our biggest, I keep telling everybody on our team, the biggest compliment we could ever have is going into sell-side due diligence and getting grilled by the Marwoods, the Anchoras, the BKDs, the Farraguts of the world. And they say, thank you so much for all of your information, let's move on to something else. That's the biggest compliment you could have as a compliance program.
Do you see that happening quite a bit in your arena?
Amanda Doran (21:12)
Yeah, I think so. Similar to what I said earlier, I don't expect to go in and see a strong compliance program, so when you do show a strong compliance program, folks are very pleased with that. And having a third party either develop that program, guide someone along the way, or perform that compliance assessment, to be able to present that to an acquirer, is huge too. It demonstrates a few things: that the company is invested in having a third-party opinion. So it's not just the company saying, we have a great program. It's someone else who has corroborated that as well. And you kind of expect to have some findings too. There's always room for improvement.
So anyone, those large firms that help vet organizations being acquired, I think they respect that and are pleased when they see a strong compliance program.
Ross Ronan (22:27)
Like you said, it doesn't happen very often, but when it does, you're thankful they invested in their program and you don't have to take that stuff away. We've been talking a lot about the compliance advantage, and you brought it up a lot too, and I appreciate that, because this is the Compliance Advantage. When in your career did it click for you that it's not just putting out fires, or firing people, or getting in trouble? I think we've all had that perception early in our career for lots of different reasons. When did it click for you that it's more of an advantage than a have-to-have?
Amanda Doran (23:10)
I think as an executive, and my background is psychology, so personal interactions are important to me. When you become an executive, being able to see that bigger picture too, there's a strategy around running a business, and there are businesses whose culture is not ideal.
What I've tended to see in those situations is their compliance program can be a bit deficient too, because of the culture and the leadership approach to compliance. So trying to build the relationships helps in turn build the program. You have a positive relationship. It's not, I'm just here to protect you or to put out fires. It's, let's be partners and strategic around what the goals of the organization are, and how compliance can help support those goals. So I think it's just time.
I remember there was a time, and you may remember this, where myself and a coworker were named Cagney and Lacey. We would walk into locations and they would say, Cagney and Lacey are here, because of the perception of policing. That has obviously evolved, and I think it's become a better perception of compliance, by building those relationships and trying to minimize the likelihood that folks think you're just putting out fires.
Ross Ronan (25:01)
The more you learn about the business as a compliance officer, compliance executive, and you understand how it works, the more you can actually be advantageous to the organization. Because you can't just walk in and say, we're not doing that, and therefore this shuts down the business and we're closing the doors. There's got to be a better way, unless you're doing something hugely fraudulent, and then you should be closed down, that's a whole different story.
A lot of compliance officers make a mountain out of a molehill because they can, and unfortunately they don't understand the business enough. During that time period you were talking about, we worked together, and even knowing how the business runs was a huge advantage for the company and for the compliance executive.
I'm paraphrasing what you said, but I think this correlates. Pairing with a colleague, and having that colleague understand the benefit of compliance and you at the table, whether it's HR, operations, CEO, CFO, general counsel, whomever. If they're saying, we need Amanda over here, we need Ross over here to help us talk to this, the more they see it as an advantage, the rest of the company will too. I think that's where you were going with it, right?
Amanda Doran (26:26)
That's right. Absolutely.
[Heading 3] Advice to CEOs and Boards: Selecting the Right Compliance Leader
Ross Ronan (26:31)
So you've been around a lot of CEOs, done a lot of that. You currently have probably four, five, six, or seven that you're dealing with today, along with the ones over your past 20 years of compliance work. What's your best advice to a CEO or board members, and I know you've reported to a lot of boards, about how compliance works and how to treat it more as an investment versus something that somebody is pushing on me, like the OIG?
Amanda Doran (27:08)
That's a good one. The advice I would give to a CEO, part of it is the selection of the compliance officer. Like you said, there are some compliance officers who, I hate to say it, say no a lot. They are very fearful of risk. So I think CEOs being able to communicate what their risk comfort level is matters. But also building rapport with the compliance officer, so that when that compliance officer says, this is not a good idea, they trust that. Because it's like chicken little. If you say, time after time after time, we can't do this, then you're going to lose that connection. People aren't going to think as positively of you, or rely on you for answers, because they don't feel your answers are really valid, since you've been extreme so many times.
So I think it's really, CEO, work with the compliance person, talk through what your goals are. And hopefully that compliance person can help you achieve those goals and be flexible. It may not be the exact pathway you had expected to go, but the end result is the same. Again, I think it's building those relationships. There are times where you're going to butt heads. Family of five, we butt heads on occasion. You expect that with a large company of thousands of employees.
People are going to butt heads, and that's okay. But it's building that respect for one another, having those frank, hard conversations, and expecting those frank, hard conversations. That's going to go a long way toward getting support for the compliance function too, because they realize the compliance person is coming from a good place. And hopefully that's the goal of that compliance person, to really offer an advantage to the company to get them ahead.
Ross Ronan (29:23)
I think that is probably some of the most sound advice we've had on the podcast. Because probably one of the most difficult or worst decisions you could make is hiring a compliance officer who's the wrong fit. Like you just said, they're the CF-no, or they're a hammer looking for a nail, walking around doing that. And they're very difficult to get rid of, because then it looks like something is wrong and you're trying to hide them.
One thing we see on our side, and I'd love your perspective on this, is CEOs, even general counsels, don't know how to interview or pick a compliance officer out of a hat or out of a group of people. They look at pedigrees, they look at degrees, they look at where you've been. A lot of people can get high-level compliance officer roles without having a lot of experience and without knowing what they're doing. I've seen it over and over again. A lot of our clients, and in the past, the CEOs go, how do I pick it? How do I know the right people? I know what business is, but you never know when a compliance person is going to turn around.
In our business, part of our engagements is we go out and find that compliance executive when we start peeling off. We do the interview, we place them in front of the clients and say, this is the right person, because we have vetted them. They think like we do, they think like your compliance program has been built, and they know your own culture, which I think is really important. And for you, correct me if I'm wrong, under Waud, all of your private equity groups and your CEOs get to look to you to help them figure out what their next compliance officer looks like. How do you recommend a CEO or a board who doesn't have that experience find the right people?
Amanda Doran (31:29)
I do think at that high of a level, like an executive search, having an experienced team external to the company, if the company doesn't have those resources, get involved. Because it's like hiring a general counsel too. It can be detrimental to a company to find the wrong person, so you want to ensure it's vetted. I also think personality is a big one.
Some people just don't meld well together. And that's for the compliance officer too. There was a time in my career where I didn't ever want to look at other opportunities outside of a company, because I was fearful of what the leadership would be like at that organization. You don't want to be a compliance officer walking into an organization where no one supports compliance. And like you said earlier, compliance is kind of put in a back room with no windows.
So I do think having some individuals who have experience in vetting compliance team members matters. Some CEOs have experience with compliance issues, their company has been hit with some things or accused of things, and so they can ask some pointed questions. Have you ever had a difficult conversation with executive leadership where you disagreed with the approach to a certain matter? Or, have you had to interact with the DOJ or CMS, and what were those interactions like? So there are ways to test that candidate's prior interactions, or how they would respond to certain situations.
Ross Ronan (33:19)
The number one element is leadership for an organization on compliance. And I agree with you. Great advice. Find the right leader, find the right compliance executive, not just a compliance officer, who's going to help you run that program.
Last question. I know our time is short, but health is wealth. Being in healthcare, we always ask what people do to take care of themselves, because if you're in healthcare, you should be taking care of yourself. So what do you do to keep spiritually, mindfully, and physically fit?
Amanda Doran (33:50)
I have a milestone birthday this year. You said 35, and I'll take 35 to be that milestone. But I do have a milestone birthday, so I'm currently training for a half marathon. I'll start actually a month from now. So running. I'm really a social runner, so I get some social activity plus a bit of exercise in there too. That's what I do from a health standpoint.
And from a mental health standpoint, just hanging out with the kids and the family. Traveling is a big thing for me, trying to get away and enjoy other areas of the country or the world, to see how others live and experience different environments.
Ross Ronan (34:42)
Congratulations on your milestone. I know what it is, even though we won't talk about it. I did a half marathon not too long ago, and it was painful. It was not fun. But good luck to you. I think you've been more of a runner than I have in the past.
Amanda Doran (34:57)
Kudos to you. It's tough for sure.
Ross Ronan (35:00)
I didn't die, so that's a good thing. Well, Amanda, thank you so much for spending time with us today. And again, if you ever need anything from us, let us know. Your insight here was amazing, and I wish you the best. Thank you for joining us.
Amanda Doran (35:15)
Great. Thank you, I appreciate it.
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Amanda Doran is the Chief Compliance Officer, Healthcare Portfolio Operations at Waud Capital Partners.
She has spent more than 20 years in healthcare compliance, including Chief Compliance Officer roles at US Acute Care Solutions and Global Medical Response, and 15 years in compliance across Envision Healthcare's sectors.
In this episode she talks with Ross about compliance due diligence, the sell-side value of a strong program, and how she mentors compliance officers across a private equity portfolio.
“When you have an effective compliance program, it hushes all of those whisperings.”
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