Why Employers Should Form a Welfare Plan Fiduciary Committee

Recent lawsuits have expanded fiduciary breach theories beyond retirement plans into the welfare benefit plan space. Employers are now facing claims that they failed to monitor pharmacy benefit managers (PBMs), paid excessive administrative or broker fees, or permitted undisclosed broker compensation. Litigation and regulatory scrutiny increasingly treat welfare plan fiduciaries through the same lens historically reserved for retirement plan oversight committees.

Forming a welfare plan fiduciary committee can help reduce exposure to these lawsuits and strengthen an employer’s ability to defend against them. The Employee Retirement Income Security Act (ERISA) necessitates, as part of the duty of prudence, a well-documented decision-making process. A committee provides that structure by delegating authority, clarifying accountability, and ensuring consistent fiduciary oversight of benefit plans.

Four reasons to act now:

• Defined fiduciary responsibility. Without a committee, board members and/or senior executives are likely to be fiduciaries of the welfare plans, often without the capacity for detailed oversight. A committee separates plan fiduciary decision-making from the board and day-to-day operations and establishes a clear delegation of responsibility.

• Documented prudence. Benefit plan lawsuits typically hinge on process. Regular meetings, formal agendas, and minutes demonstrating competitive bidding, fee benchmarking, and vendor review create an evidentiary record that can help defend against litigation.

• Vendor and compensation transparency. Committees can scrutinize PBM pricing, carrier renewals, and broker compensation—areas under increasing scrutiny from plaintiffs and the Department of Labor—to confirm reasonableness and alignment with participant interests.

• Integrated compliance. A fiduciary committee can help bridge human resources, finance, and legal functions, supporting compliance with ERISA, the Health Insurance Portability and Accountability Act, and mental health parity requirements.

Welfare plans have long been treated as operational programs rather than fiduciary enterprises. The current litigation environment signals an end to that distinction. For employers, establishing a welfare plan fiduciary committee is now less about formality and more about demonstrating a prudent, defensible process.

Typically, the board of directors will appoint the committee members. A written charter is recommended, and committee members should formally acknowledge their fiduciary role. The committee should meet regularly, document its work, retain minutes, and report periodically to the board or a board committee. Fiduciary training can further support committee members in understanding and carrying out their responsibilities. As a related matter, employers may wish to obtain or review fiduciary liability insurance coverage.

If you have questions about this topic or would like assistance establishing a welfare plan fiduciary committee, please contact one of the attorneys on Bradley’s Employee Benefits & Executive Compensation Team.