When most employers think about fiduciary decisions, they picture major moments. Selecting a health plan vendor. Evaluating a pharmacy benefit manager. Establishing a benefits committee. Reviewing plan governance practices. 

Rarely do they picture an email. But some of the most significant fiduciary decisions organizations face today don’t arrive as part of a strategic planning session. They arrive as a request from a carrier, TPA, or vendor asking the employer to make a choice. 

At first glance, these requests often appear administrative. Someone needs approval. A recommendation is being presented. A form needs a signature. It feels routine. 

Increasingly, however, employers are being asked to make decisions that carry meaningful financial, operational, and fiduciary implications. One example that’s beginning to surface more frequently involves the independent dispute resolution (IDR) process under the No Surprises Act. What appears to be a claims administration issue can quickly become a governance discussion that requires leadership teams to evaluate risk, review available information, and document how a decision was reached. The challenge is that many employers don’t realize they’re making a fiduciary decision until after the fact. 

The No Surprises Act was designed to protect patients from certain unexpected medical bills. In situations involving emergency services, non-emergency services provided by out-of-network providers at in-network facilities, and air ambulance claims, participants are shielded from balance billing and other surprise expenses. 

Of course, that doesn’t eliminate disagreements about payment. 

When a health plan and a provider disagree about what should be paid, those disputes can move through the IDR process (if the parties can’t reach agreement during a required 30-business-day open negotiation period). Think of it as a form of arbitration where both sides present their position and a certified IDR entity ultimately selects one of the proposed payment amounts. 

Since the federal IDR process launched in 2022, most employers have paid very little attention to it, because carriers and TPAs largely handled it behind the scenes. That dynamic is beginning to change. 

As the volume of disputes has increased and more scrutiny has been placed on payment decisions, some carriers are asking employers to weigh in on how certain awards should be handled, particularly sponsors of self-funded plans, where the plan (not the carrier) bears the cost of the award. For fully insured plans, the carrier generally bears that cost and makes the call. Suddenly, an issue that once lived entirely in claims administration is showing up in leadership conversations. 

Imagine receiving a message from your carrier that says: 

“We’ve reviewed this IDR award and believe it was improperly submitted. We’d like direction on whether the plan wants to pay the award or continue challenging it.” 

For many employers, the immediate reaction is straightforward. 

“Well, what do you recommend?” 

That’s a reasonable question. After all, the carrier likely understands the mechanics of the dispute far better than the employer. 

The problem is that the recommendation itself may not be the decision. The employer still owns the responsibility for evaluating the risks, understanding the implications, and determining whether the proposed approach aligns with the organization’s goals and fiduciary obligations. That’s where governance starts to matter. 

One reason these situations are challenging is that both options often appear reasonable. Pay the award, and the issue is resolved. Challenge the award, and the plan may avoid costs it believes shouldn’t have been incurred in the first place. 

IDR determinations are generally binding, and payment is typically due within 30 calendar days. Challenging an award is possible only in narrow circumstances, so the real decision is whether a legitimate basis exists to contest it, such as the dispute never being eligible for IDR, and what risk the plan is willing to accept if it does. The decision rarely exists in isolation. The problem is that the decision rarely exists in isolation. 

Paying an award may establish a precedent for future situations. Declining to pay an award may create significant legal, regulatory, administrative, or financial exposure. Either path carries consequences beyond the immediate claim.That’s why the conversation shouldn’t revolve around which answer appears easiest in the moment. Instead, leadership teams should focus on understanding the reasoning behind the decision and documenting the process used to reach it. 

One of the more interesting themes emerging from recent discussions around IDR is how many downstream consequences can exist beneath what appears to be a relatively straightforward decision. 

Take stop-loss coverage as an example. An employer may assume that declining a disputed award protects the plan financially. In the short term, that may appear to be true. But if a dispute is later resolved in the provider’s favor, additional questions can emerge. Will stop-loss coverage still apply? Does the timing of the claim matter? How does a delayed payment affect reimbursement eligibility? The answers often turn on the stop-loss policy’s incurred-and-paid and run-out terms. 

Those aren’t questions most employers encounter every day. They’re also not questions that can be answered with a simple yes or no. That’s why these decisions benefit from a governance framework rather than a reaction. 

One misconception that often surfaces in conversations about fiduciary responsibility is the belief that employers are expected to become experts in every technical aspect of healthcare administration. 

That’s not realistic. No leadership team is going to know every detail associated with IDR, pharmacy benefit arrangements, cybersecurity risks, or evolving compliance requirements. 

No one needs to become an expert. However, fiduciaries are expected to recognize when they need expert input and to seek it out , and they need to establish a process for evaluating decisions thoughtfully. That’s a very different expectation.  

The organization’s job is not to know everything or predict the future but to demonstrate that they gathered information, considered alternatives, evaluated risks, and made a reasoned decision based on the information available at the time. 

When a complex issue lands on your desk, your first instinct might be to ask: “What should we do?” 

A better question might be: “What information do we need before deciding?” 

That shift sounds subtle, but it fundamentally changes the conversation. Instead of rushing toward an answer, leadership teams can focus on understanding: 

Those questions create space for governance to do its job. They also tend to lead to better decisions. 

While IDR is a useful example, the broader lesson extends far beyond claims disputes. 

Every year, employers receive requests from vendors, advisors, carriers, and consultants asking them to approve recommendations, sign agreements, adopt programs, or make strategic choices. Most of those requests seem operational. Some may actually be governance decisions in disguise. 

The organizations best positioned for the future will be the ones that learn to recognize the difference. They’ll understand when a decision deserves additional review, when assumptions should be challenged, and when documentation becomes just as important as the decision itself. 

In many cases, the risk isn’t making the wrong choice. The risk is failing to establish a thoughtful process for making the choice at all. 

Many of the most significant fiduciary decisions employers face today don’t announce themselves as fiduciary decisions. They arrive as routine requests, vendor recommendations, contract renewals, or administrative decisions that carry larger implications beneath the surface. 

Download The 2026 Compliance Landscape: Why Governance Matters More Than Ever to explore how evolving expectations around fiduciary oversight, vendor accountability, health plan governance, and decision-making are reshaping the benefits landscape. 

You’ll also gain practical frameworks your leadership team can use to evaluate decisions more consistently, strengthen documentation practices, and build governance structures that are prepared for whatever challenges come next. 

Because the next significant fiduciary decision may not happen in a boardroom. It may already be sitting in your inbox. 

This article is provided for general informational purposes only and does not constitute legal, tax, or fiduciary advice. The information reflects our understanding of applicable law as of the publication date, which may change, and may not apply to your specific circumstances. Plan sponsors should consult their own legal counsel before making decisions regarding their benefit plans and fiduciary duties. The MJ Companies is not a law firm and does not provide legal services.