NOT RECOMMENDED FOR PUBLICATION File Name: 25a0413n.06
No. 24-5981
UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT FILED Sep 02, 2025 ) JEFFREY W. HOWARD, KELLY L. STEPHENS, Clerk ) Plaintiff-Appellant, ) ) ON APPEAL FROM THE UNITED v. ) ) STATES DISTRICT COURT FOR ) THE EASTERN DISTRICT OF CHEROKEE HEALTH SYSTEMS, TENNESSEE ) Defendant-Appellee. ) ) OPINION
Before: WHITE, LARSEN, and MURPHY, Circuit Judges.
MURPHY, Circuit Judge. For decades, Jeff Howard served as the chief financial officer
for Cherokee Health Systems. Howard worked under Dennis Freeman, Cherokee’s longstanding
chief executive officer. When Freeman announced his retirement plans, Howard approached him
about applying to be the next CEO. But Freeman recommended a different candidate. Howard
applied anyway, so Freeman fired him. Howard claims that Freeman took this action because he
wanted a female to replace him. And Howard alleges that Cherokee’s board refused to consider
him because his counsel sent a letter complaining about Freeman’s alleged sex discrimination. Yet
Howard failed to produce enough evidence to show that Cherokee’s neutral reasons for these
decisions were pretextual. We thus affirm the grant of summary judgment to Cherokee.
I
In the late 1970s, Cherokee Health Systems “was a small mental health organization” that
had “33 employees” at a single location in Morristown, Tennessee. Letter, R.20, PageID 203. No. 24-5981, Howard v. Cherokee Health Systems
Dr. Dennis Freeman became Cherokee’s CEO in 1978. He served in that role for the next four
decades. During his tenure, this nonprofit healthcare provider grew to “employ 700 staff and
maintain two dozen offices in locations in both east and west Tennessee.” Id. It now offers many
medical services—including “primary care, behavioral health, dental, and pharmacy services”—
“to the underserved population.” Carpenter Aff., R.12, PageID 82.
Howard took a college internship with Cherokee. After his graduation, he worked off and
on for the company. Freeman hired Howard as Cherokee’s CFO around the year 2000. Howard
stayed in that position for over twenty years.
By 2019, speculation began to grow over who would replace Freeman as CEO when he
stepped down. Freeman first wanted Joel Hornberger, who served as the chief strategy officer, to
serve as his successor. But Hornberger felt he was too old for the job and did not want to lead the
entire organization anyway. As for Howard, he conceded in a 2019 email to Freeman that, while
he “used to want to try my hand as CEO,” he was “probably not the best choice.” Email, R.12,
PageID 102. Howard instead proposed Dr. Parinda Khatri, Cherokee’s chief clinical officer, as
Freeman’s replacement. He also suggested that Freeman make Khatri the deputy CEO. But
Freeman declined this latter proposal.
Two years later, the time came for Freeman to pass the torch. In October 2021, he told
Cherokee’s board of directors that he would retire effective January 31, 2022. As the years
progressed, Freeman had started to express a preference for a “clinician”—not an administrator—
to stay in the role of CEO. Howard Dep., R.12, PageID 130. He also came to believe that a
“financial person” would not make a great head of Cherokee. Id., PageID 135. So when he
announced his retirement, he recommended that the board replace him with Dr. Khatri—the same
2 No. 24-5981, Howard v. Cherokee Health Systems
candidate that Howard had recommended earlier. Khatri’s hire also would adhere to the board’s
succession plan, which favored candidates “internal” to Cherokee. Plan, R.20, PageID 239.
At this time, though, Howard had a change of heart over whether he wanted to be CEO.
On October 28, he approached Freeman to ask whether he could apply for the position. Howard
and Freeman had different recollections of this conversation. Howard thought that Freeman
condoned his request to apply while expressing his continued preference for Khatri. But Freeman
thought that Howard had promised not to disrupt the succession process that Freeman had put in
place. Indeed, Howard later admitted that Freeman “thought I promised something that I didn’t
promise”: that he would not apply for the CEO position. Howard Dep., R.12, PageID 132.
The next day, Howard began to lay the groundwork for his application. He emailed two
members of Cherokee’s board of directors to informally let them know his interest in replacing
Freeman. He also sought to be “open” with Khatri about his intent. Email, R.12, PageID 103. He
alerted her in another email that he planned to apply and that the two would unfortunately be
“competing” against each other. Id.
This email did not go over well. Khatri responded with only four words: “I am in shock.”
Khatri Dep., R.12, PageID 146. She also refused to respond to Howard’s follow-up emails. But
Khatri did let Freeman know about Howard’s plans. Freeman asked to see Howard’s email. After
forwarding it, Khatri complained that Howard had “create[d] division at” Cherokee by going
“against” Freeman’s “plan.” Text, R.20, PageID 205. She also expressed concern about what she
believed to be the finance department’s underperformance.
Freeman fired Howard a few days later. In Freeman’s termination letter, he explained that
Howard’s “self-serving actions” had alienated the leadership team, threatened dissension, and
violated Howard’s assurances that he would not disrupt the transition. Letter, R.12, PageID 106.
3 No. 24-5981, Howard v. Cherokee Health Systems
In notes “to the record,” Freeman suggested that Howard had promised that he would not apply
“unless the Board open[ed] up the process” after it passed over Khatri. Notes, R.12, PageID 109.
Freeman thus thought that Howard had lied.
In November, Howard’s lawyers sent a letter to the chair of Cherokee’s board accusing
Freeman of firing Howard out of a desire to ensure that Khatri, a woman, became the CEO. The
lawyers suggested that Freeman had engaged in illegal sex discrimination. They asked the board
to consider Howard for the CEO position and attached a cover letter and resume from Howard
with the correspondence.
This letter caused board members to disagree over how to proceed. One member, Nancy
Sirianni, worried that Howard would sue Cherokee if he did not become CEO and suggested that
they refer the matter to counsel. Another, Michael Covington, suggested that Howard may have a
“viable case” and that he would like “to gain the perspective of other candidates before committing
to a handpicked successor.” Emails, R.12, PageID 114, 116. He also called Khatri to discuss her
application. When he brought up Howard’s termination, Khatri “had a meltdown on the phone.”
Covington Dep., R.20, PageID 198. She could not talk about the matter, which gave Covington
concerns about how she would handle a crisis as CEO. Yet Freeman had a “real problem” with
Covington’s decision to call Khatri and “lashed” out that the board should speak only with
Freeman rather than his staff. Id., PageID 197, 201. Covington had to remind Freeman that he
was not Freeman’s “subordinate” and that Freeman instead served at the board’s pleasure. Id.,
PageID 197.
Ultimately, though, the board’s chair (Ken Knight) moved forward with the “succession
plan” that the board had approved. Email, R.12, PageID 117. In early January 2022, a search
committee made up of several board members interviewed Khatri and came away “favorably
4 No. 24-5981, Howard v. Cherokee Health Systems
impressed” with her. Knight Aff., R.12, PageID 91. They recommended that the board hire Khatri
without interviewing others, especially because she remained the only internal candidate. The full
board decided to hire her on January 25.
Howard sued Cherokee under Title VII and Tennessee law. The district court granted
summary judgment to Cherokee. See Howard v. Cherokee Health Sys., 2024 WL 4350330, at *9
(E.D. Tenn. Sept. 30, 2024). We thus must review its opinion de novo. See Smith v. Newport
Utils., 129 F.4th 944, 948 (6th Cir. 2025).
II
Title VII and Tennessee law prohibit employers from discriminating against employees
because of their sex and from retaliating against them for complaining about this discrimination.
See 42 U.S.C. §§ 2000e-2(a), 2000e-3(a); Tenn. Code Ann. §§ 4-21-301(a), 4-21-401(a). Howard
alleges that Cherokee engaged in both discrimination and retaliation here. Yet he lacks enough
evidence to raise a jury issue for either claim under Title VII. The parties also do not dispute that
Tennessee law follows the same framework as Title VII. Cf. Kirkland v. City of Maryville, 54
F.4th 901, 910 (6th Cir. 2022); Ferguson v. Middle Tenn. State Univ., 451 S.W.3d 375, 381 (Tenn.
2014). So we may assume the point on appeal and need not separately address Tennessee law.
A. Sex Discrimination
Title VII makes it illegal for an employer “to discharge any individual” “because of such
individual’s . . . sex[.]” 42 U.S.C. § 2000e-2(a). Howard alleges that Freeman violated this ban
by firing him to ensure that Khatri became Freeman’s successor. In support of this theory, Howard
presented evidence about Freeman’s general record as CEO. According to Howard, “[t]here were
certain females that would get [Freeman’s] attention, and they became protected.” Howard Dep.,
R.12, PageID 125. Which women? Howard suggested that Freeman would protect those he
5 No. 24-5981, Howard v. Cherokee Health Systems
viewed as “attractive” and would “bash” those he did not. Id., PageID 125–26. And if another
employee “crossed” one of these protected females, Howard asserted, Freeman “would find a way
to get rid of” the employee. Garner Tr., R.20, PageID 213. Howard also offered a few examples
of Freeman’s alleged sex discrimination. Freeman met and began dating his second wife while
she worked at Cherokee. Cherokee also settled a case brought by a different female employee who
alleged that Freeman had sexually harassed her. And after an interview with another female
applicant, Howard allegedly overheard Freeman say: “I don’t know whether to hire her or date
her.” Howard Dep., R.20, PageID 220. Finally, Howard testified that Freeman did not give male
therapists a “seat at the table” and rarely promoted them. Appellant’s Br. 17.
We analyze Title VII claims based on this type of indirect evidence of discrimination using
the burden-shifting approach from McDonnell Douglas Corp. v. Green, 411 U.S. 792 (1973). See
Ames v. Ohio Dep’t of Youth Servs., 605 U.S. 303, 308 (2025). Employees must first make out a
“prima facie case” of sex discrimination. Id. (quoting McDonnell Douglas, 411 U.S. at 802).
Employers must then identify a neutral justification for the challenged personnel action unrelated
to one of the traits (such as sex) that Title VII protects. See id. at 308–09. Employees must lastly
create a genuine issue of material fact over whether this justification was a “pretext” designed to
hide the employer’s discrimination. Id. at 309 (quoting McDonnell Douglas, 411 U.S. at 804).
To establish a prima facie case of sex discrimination, our caselaw generally requires
employees to show that they belong to a protected group; that they suffered an adverse employment
action; that they were qualified for the relevant position; and that someone outside the protected
group obtained the position or otherwise received more favorable treatment. See, e.g., Levine v.
DeJoy, 64 F.4th 789, 797 (6th Cir. 2023); Vincent v. Brewer Co., 514 F.3d 489, 494 (6th Cir.
2007). At one time, we also held that employees who belonged to so-called “majority” groups
6 No. 24-5981, Howard v. Cherokee Health Systems
(such as men) had to present additional evidence that their employer was the “unusual” one that
“discriminates against the majority.” Ames, 605 U.S. at 309 (citation omitted). And the district
court here reasonably relied on our special rule for these so-called majority groups when it held
that Howard failed to make out a prima facie case of sex discrimination. See Howard, 2024 WL
4350330, at *5–6. In Ames, however, the Supreme Court rejected this rule by holding that all
employees must satisfy the same prima facie case. See 605 U.S. at 309–13.
That said, we may affirm the district court’s decision on alternative grounds. Cherokee
argues that Howard did not establish his prima facie case even apart from the rule that Ames
rejected. Howard conceded that Freeman favored only “certain women” that he found attractive
and disfavored other women that he did not. Howard Dep., R.12, PageID 125–26. According to
Cherokee, a supervisor’s preference for a subset of women (over all other women and all men)
does not count as “sex” discrimination under Title VII. As support for this view, Cherokee points
to out-of-circuit precedent holding that supervisors do not engage in sex discrimination if they give
preferential treatment to a “sexual or romantic partner” over all other male and female
subordinates. Maner v. Dignity Health, 9 F.4th 1114, 1119–27 (9th Cir. 2021); see, e.g., Schobert
v. Ill. Dep’t of Transp., 304 F.3d 725, 733 (7th Cir. 2002); DeCintio v. Westchester Cnty. Med.
Ctr., 807 F.2d 304, 306 (2d Cir. 1986). At least one of these courts has kept to this view even after
the Supreme Court interpreted the phrase “because of . . . sex” broadly to cover all employment
actions in which sex is a but-for cause. See Maner, 9 F.4th at 1122 (applying Bostock v. Clayton
County, 590 U.S. 644, 659–60 (2020)). Although Freeman did not have a sexual relationship with
Khatri, Cherokee argues that the logic of these cases shows that Title VII does not forbid employers
from giving preferences to a subset of a protected group (such as a subset of women or men).
7 No. 24-5981, Howard v. Cherokee Health Systems
Yet consider how Cherokee’s theory would apply more generally. The Supreme Court has
held Title VII’s ban on discrimination “because of . . . sex” covers harassment against employees
of one sex if the harassment is sufficiently severe. See Oncale v. Sundowner Offshore Servs., Inc.,
523 U.S. 75, 78–82 (1998). Extending Cherokee’s theory to the harassment context, could an
employer avoid liability if a male supervisor intentionally targeted only certain women (rather
than all women) for harassment? Cherokee did not adequately explain how its argument differs
from that one. The company also did not attempt to apply the but-for causation test from the
Supreme Court’s decision in Bostock. Cf. Maner, 9 F.4th at 1122. We thus opt not to base our
decision on this issue.
Even if Howard established a prima facie case, Cherokee responded by identifying a
neutral reason for his termination. Freeman fired Howard because he found that Howard’s “self-
serving” decision to apply for the CEO position had “alienated [Howard] from all other members
of the leadership team, run the risk of creating [dissension] among the staff, and violated
assurances given to [Freeman] a few hours earlier.” Termination Letter, R.12, PageID 106. And
as the district court also held, Howard failed to show that these reasons for terminating Howard
were pretext for sex discrimination. See Howard, 2024 WL 4350330, at *6–7.
To start, Howard lacks evidence from which a reasonable jury could find that Freeman
preferred Khatri to be the next CEO because she was a woman (or because Howard was a man).
To the contrary, plenty of evidence shows that their sex had nothing to do with Freeman’s
preference for Khatri. Howard, for example, conceded that Joel Hornberger (another male
employee) had once been Freeman’s “first choice” to replace him. Howard Dep., R.12, PageID
131. If Freeman wanted a woman as his successor, it would have made no sense for Hornberger
to have been his first choice. Next, Howard conceded that Freeman eventually changed his mind
8 No. 24-5981, Howard v. Cherokee Health Systems
by wanting a “clinician” as his successor. Id., PageID 130. Khatri was a clinician while Howard
was not. Lastly, Howard conceded in a 2019 email that Khatri should replace Freeman and that
Howard was “probably not the best choice.” Email, R.12, PageID 102. So Howard’s own beliefs
(at least at one time) showed that merit—not sex—drove Freeman’s recommendation.
Next, plenty of evidence illustrates that Freeman fired Howard because Freeman thought
that Howard had lied to him and thereby caused dissension among the staff. Freeman listed these
reasons in Howard’s termination letter and in contemporaneous notes. And while Howard
disavowed telling Freeman that he would not apply to be the next CEO, Howard conceded that
Freeman “thought [Howard had] promised” that he would not apply. Howard Dep., R.12, PageID
132 (emphasis added). Freeman’s “honest belief” that Howard had lied suffices to rebut any
pretext claim, even if the belief were factually mistaken. Chen v. Dow Chem. Co., 580 F.3d 394,
401 (6th Cir. 2009). In sum, no evidence suggests that Freeman would have retained Howard if
his preferred candidate had been a male (or if Howard had been a female).
In response, Howard cites three pieces of evidence that (he says) undermine Freeman’s
justifications for the termination. Howard first asserts that Freeman and other female employees
(including Khatri) had an “emergency meeting about firing Howard” on the same day that Howard
sent his email to Khatri disclosing his interest in the CEO position. Appellant’s Br. 18. Yet
Howard fails to explain why this meeting suggests that Freeman’s reasons for firing him were
pretextual. If anything, the meeting supports Freeman’s conclusion that Howard’s decision to
apply for the CEO position had troubled other members of the leadership staff.
Howard next highlights Covington’s testimony that Freeman had not been “honest” with
Covington about why he fired Howard. Id. But Covington (a board member far removed from
Cherokee’s day-to-day operations) did not have any personal knowledge of Freeman’s reasons for
9 No. 24-5981, Howard v. Cherokee Health Systems
the termination. See McKinley v. Skyline Chili, Inc., 534 F. App’x 461, 468 (6th Cir. 2013); see
also Boykin v. Fam. Dollar Stores of Mich., LLC, 3 F.4th 832, 841 (6th Cir. 2021). Besides,
Covington believed that Freeman fired Howard to “make sure [Khatri] got the CEO position[.]”
Covington Dep., R.20, PageID 202. Even if true, this fact would not show that Freeman engaged
in improper sex discrimination. Again, Howard lacks evidence that Freeman preferred Khatri
because of her sex rather than, say, her medical credentials.
Lastly, Howard emphasizes that he received “stellar” performance reviews. Appellant’s
Br. 18. But Freeman did not fire Howard for his job performance as CFO. Freeman fired Howard
because he chose to apply for CEO after (according to Freeman) he pledged not to disrupt the
succession plan. So Howard’s past performance was beside the point.
In the end, Freeman may have acted impulsively by firing a longstanding officer merely
for expressing an interest in the CEO role. But Title VII does not protect against poor business
decisions. See Adams v. Tenn. Dep’t of Fin. & Admin., 179 F. App’x 266, 272 (6th Cir. 2006).
And Howard failed to produce any evidence suggesting that his (or Khatri’s) sex mattered to his
termination.
B. Retaliation
Title VII also makes it illegal for an employer “to discriminate against any” employee
because the employee “has opposed any practice” that the law makes “an unlawful employment
practice[.]” 42 U.S.C. § 2000e-3(a). Howard suggests that Cherokee violated this ban “by
refusing to consider him for the CEO position” because his lawyers had complained to the board
that illegal sex discrimination had motivated his termination. Appellant’s Br. 19.
When considering this type of retaliation claim, we follow a burden-shifting approach like
the one that governs Howard’s discrimination claim. See Kirkland, 54 F.4th at 910. Howard must
10 No. 24-5981, Howard v. Cherokee Health Systems
satisfy a prima facie case by showing that he engaged in protected activity; that Cherokee knew of
this activity; that it took an adverse action against him; and that a “causal connection” exists
between his “protected activity and the adverse action.” Id. Cherokee must then identify a neutral,
“nonretaliatory reason for the adverse action”—here, its failure to consider Howard to be the next
CEO. Id. Howard must lastly show that this identified reason “was pretextual” and that retaliatory
animus was a but-for cause of Cherokee’s refusal to consider him. Id. at 911.
As with Howard’s discrimination claim, we need not resolve whether he established a
prima facie case of retaliation because Cherokee has identified a neutral reason for its refusal to
interview him for the CEO role. The board did not consider Howard because Freeman had just
fired him and, as the chair explained, they “trusted that Dr. Freeman wouldn’t have terminated
someone for no cause.” Knight Dep., R.12, PageID 151. Howard’s termination also left only one
“internal” candidate (Khatri), and the succession plan called for the search committee to give
preference to such candidates. Plan, R.20, PageID 239. The board chair thus chose to continue
“moving forward” with this plan by interviewing the “in-house candidate first.” Email, R.12,
PageID 114, 117. And once the committee interviewed Khatri, it was sufficiently “impressed” by
her to recommend her hire without interviewing other candidates. Knight Aff., R.12, PageID 91.
In response, Howard has not identified evidence from which a reasonable jury could find
that Cherokee’s justification was “pretextual” and that the board failed to consider Howard because
of his counsel’s letter. Kirkland, 54 F.4th at 910. Howard first points to the temporal proximity
between the alleged protected activity (his lawyers’ letter to the board chair on November 22,
2021) and the adverse action (the board’s decision to hire Khatri on January 25, 2022). But these
events occurred months apart. And Freeman had already fired Howard when his counsel sent the
letter, so it would not have made sense to interview him for the CEO position. In all events, we
11 No. 24-5981, Howard v. Cherokee Health Systems
have “rarely” held that “temporal proximity” alone can create a genuine issue of material fact over
an employer’s motives for an adverse action. Vereecke v. Huron Valley Sch. Dist., 609 F.3d 392,
401 (6th Cir. 2010); see Kuhn v. Washtenaw County, 709 F.3d 612, 628 (6th Cir. 2013). This case
is no exception.
Howard next points to the email that Nancy Sirianni (a board member) sent to her fellow
board members about the letter from Howard’s counsel. She expressed concern that Howard might
sue and suggested that they should not “interview” Howard because “it would give [him] even
more grounds” to believe “that he was wrongfully terminated.” Email, R.12, PageID 119. As she
asked, what rational company “would bring back an employee rightfully terminated for cause to
interview for CEO”? Id., PageID 120. She thus did not recommend that they avoid Howard
because of his counsel’s letter. She recommended that they avoid him because he had just been
fired, and an applicant terminated for cause should not get a promotion. Regardless, Sirianni was
not on the search committee and had little involvement in choosing the applicants to consider.
Howard lastly points to an email from Ken Knight (the board’s chair) suggesting that the
board “first” consider Khatri before interviewing others. Email, R.12, PageID 114. According to
Howard, this email shows that Knight acted with pretext because his proposed course “abandoned
the succession plan that” the board had adopted. Appellant’s Br. 19. Howard’s claim conflicts
with the undisputed record. The succession plan told the board to give “strong consideration . . . to
internal candidates who are interested in the position.” Plan, R.20, PageID 239. Knight’s email
adhered to this plan because Khatri remained the only internal candidate left when Knight sent it.
And his decision to follow the plan confirms that a neutral justification supported the refusal to
consider Howard for the CEO position.
We affirm.