CPS CEO Pedro Martinez files suit against school board before it considers firing him at Friday meeting

Chicago Public Schools CEO Pedro Martinez has filed a lawsuit against the Board of Education and all seven of its members hours before they plan to fire him at a hastily called special meeting Friday night.

He asked for a temporary restraining order to prevent the board from taking action Friday, but there appeared to be little time to get in front of a judge before the meeting.

Martinez's 44-page lawsuit filed in Cook County Circuit Court alleged the board, and its individual members, breached his contract.

Mayor Brandon Johnson’s appointed school board is leaning toward firing Martinez without cause, several sources told WBEZ and the Chicago Sun-Times earlier Friday, which would trigger a portion of his contract that allows him to remain in his role for six months.

The board is then considering installing Sean Harden — Johnson's pick for new board president — as interim co-CEO during that time to freeze out Martinez from key decisions, two sources said. Conversations are fluid over who exactly would step in and how much power Martinez would retain.

The lawsuit contends that even if the board keeps him on for 180 days, it will still violate his contract if it changes his role without his “expressed written agreement” from him.

Sidelining Martinez could allow Johnson and his allies at the Chicago Teachers Union to move forward with items that Martinez has blocked: settling a new union contract, pushing a pension payment for non-teacher CPS staff onto the school system’s books and taking out a short-term loan to fill a midyear budget deficit and avoid budget cuts like layoffs or furloughs.

But in a five-page letter sent Friday afternoon, Martinez’s attorney, Bill Quinlan, asked the board “not to take any steps to terminate Mr. Martinez or diminish his role as CEO,” warning that ”any such actions would constitute … a breach of Mr. Martinez’s contract with the board.

Tyler Pasciak LaRiviere/Sun-Times file

“Such action would also be contrary to the interests of the children and families that CPS and the board serve,” the letter read.

“We respectfully request that the board confirm if it intends to move forward with actions that would result in the termination or diminishment of Mr. Martinez’s employment as CEO at tonight’s meeting … so that we can engage the appropriate legal response.”

Quinlan asked for the meeting to be canceled or postponed, in part because the timing right before the weekend and the Christmas holiday would delay the resolution of legal actions.

He claimed the efforts to fire Martinez have involved a “months-long campaign orchestrated by the Chicago Teachers Union and its ally, Mayor Brandon Johnson, to improperly and unlawfully terminate Mr. Martinez based on wholly pretextual reasons.”

Illinois Attorney General Kwame Raoul and Illinois State Supt. of Education Tony Sanders were copied on the letter.

The Chicago Sun-Times and WBEZ first reported in August that the mayor’s administration was laying the groundwork to replace Martinez.

Chicago’s mayors have had the ability to hire and replace the schools chief through their appointed Board of Education since 1995, when state lawmakers gave City Hall control of CPS. This level of acrimony over a transition is unprecedented.

Johnson opted to keep Martinez when he was elected but decided to make a change this year after the CPS CEO clashed with the mayor and teachers union over a budget deficit, pension payment and new union contract. It’s the first time a mayor has tried to oust a schools chief during CTU negotiations. Martinez has refused to resign or accept a buyout — also marking the most significant opposition a CPS CEO has mounted to being replaced.

The Board of Education has the right to fire Martinez without providing a reason — his contract only requires six months’ notice and that he remains CEO during that time “to ensure a smooth and stable transition.” Martinez would continue working his $360,706-a-year job and transition his duties to a new CEO. In that scenario, his contract calls for 20 weeks’ severance, which would come out to $138,733. Martinez’s five-year contract runs through June 30, 2026.

“The board, its designees, and the CEO will work collaboratively to develop and implement a transition plan that will ensure stability for the Board and the district’s students, families, and staff,” Martinez’s contract says.

The board and mayor’s office had long seen that route as the one that would fend off a lawsuit. But Martinez’s attorney is now arguing that even firing the CEO without cause could violate his contract if a co-CEO is installed and Martinez’ role is limited in those six months.

Quinlan wrote that individual board members could be sued: “Any actions to terminate or diminish his role as CEO would thus constitute not only a breach of his contract with CPS, but also the fiduciary duties of the individual board members — and thus, subject the board and the members of the board individually, to liability as such improper actions exceed the scope of the board’s duties.”

And he questioned whether the board members have the legal authority to take any action, claiming they have not completed mandatory school board member training.

Johnson and the school board likely would have rather pushed out Martinez sooner. But former Mayor Lori Lightfoot's Board of Education amended Martinez’s contract in December 2022 — in her last months in office — to require the six months’ notice of termination without cause.

The alternative would be firing Martinez for cause by citing wrongdoing or poor performance. But, until now, the school board had feared that path was the more likely one to draw a lawsuit. Martinez’s supporters — and now his legal counsel — have argued he has not committed any gross wrongdoing.

His contract spells out the reasons he could be fired for cause: misconduct, criminal activity, failure to perform his duties, fraud or other wrongdoing or “any other conduct inconsistent with the CEO’s duties and obligations to CPS or the Board, or that may be reasonably perceived to have a material adverse impact on the good name and integrity of CPS or the Board.”

The third path to Martinez’s departure would be a buyout. The school board has repeatedly offered Martinez significant money to leave, but he has insisted he wants to stay through the end of the school year, sources said.

Ironically, if the mayor’s office and school board had opted to fire Martinez without cause back in August, Martinez’s six months would be up in February. If that action is taken now, he would stay on through the end of the school year.

Quinlan’s letter said the board considered firing Martinez in closed session conversations at two board meetings on Nov. 14 and Dec. 4. And this past Monday, five board members sent Martinez a letter that included his performance review for the 2023-24 school year, Quinlan said.

The evaluation was less than a page, he said, and gave Martinez a rating of “needs improvement” for “making no efforts to schedule” one-on-one meetings with the new board members, and for not leading the charge on the five-year strategic plan. Quinlan said neither charge was accurate, leading to the belief that the board had made up reasons to justify firing Martinez.