2023-11-09T13:14:26-06:00 2022-12-31 PWC US TAX LLP 2001 MARKET STREET SUITE 1800 PHILADELPHIA PA 19103 990 2022-01-01 237442369 FALLON COMMUNITY HEALTH PLAN INC % ELIZABETH CREAVIN FALL 5087992100 10 Chestnut Street Worcester MA 01608 TODD BAILEY CFO 5087992100 2023-11-08 true TODD BAILEY 999009999 ERICA R MCREYNOLDS P00977806 2673303000 2023-11-03 3 2022 2023-04-26 12:10:37Z FALLON HEALTH TODD BAILEY 10 Chestnut Street Worcester MA 01608 1904019451 false X www.fchp.org X 1975 MA SEE SCHEDULE O Improving Health and Inspiring Hope 11 10 1452 0 0 0 5000 0 1764526148 1739420952 11309921 7960215 6661325 -37281 1782502394 1747343886 809275 1056023 1606086951 1564698348 100493821 114149739 0 0 0 38979561 49136525 1746369608 1729040635 36132786 18303251 712896484 698844489 407624403 442003253 305272081 256841236 TO BE THE LEADER IN PROVIDING EXCEPTIONAL COORDINATED CARE AND COVERAGE THAT MEETS THE UNIQUE, DIVERSE AND CHANGING NEEDS OF OUR MEMBERS. false false 1542791252 1708969648 SEE SCHEDULE O 21907097 30451304 SEE SCHEDULE O 110186951 1056023 SEE SCHEDULE O 1674885300 true false false true false false false false false false true false false true false false false true false false false false false false false false false true false true false false false false false false false false false false false false true true true true false false true 4407 0 true 1452 true true true false false false false false false false false false true false X 11 10 true false false false false false false true true false false true true true true true true true true false MA X X ELIZABETH CREAVIN 5087992100 10 CHESTNUT STREET WORCESTER MA 01608 X RICHARD P BURKE PRESIDENT & CEO 44.0 6.0 X X 1419791 0 738409 TODD BAILEY SVP, CHIEF FINANCIAL OFFICER 47.0 3.0 X 607232 0 221159 DAVID BRUMLEY MD SVP and Chief Medical Officer 50.0 0.0 X 495972 0 231748 EMILY L WEST SVP, CHIEF OPERATING OFFICER 50.0 0.0 X 500698 0 212897 MARY RITTER SVP, CHIEF STRTGY & GOVT. PROG 49.0 1.0 X 483743 0 214401 JILL GREEN LEBOW SVP, CHIEF HR OFFICER 48.0 2.0 X 469876 0 203754 LINDA WEINREB MEDICAL DIRECTOR, MCD ACO 50.0 0.0 X 404566 0 149693 JAMES GENTILE SVP, CHIEF COMPLIANCE OFFICER 50.0 0.0 X 379978 0 156283 KRISTINE BOSTEK SVP, PACE Programs eff. 5/9/22 49.5 0.5 X 345464 0 167169 RANDI BERKOWITZ VP, Medical Director 50.0 0.0 X 359974 0 152247 MARK DICHTER VP, Medical Director for UM 50.0 0.0 X 366512 0 142667 CHRISTINE CASSIDY SVP, CHIEF COMM. OFFICER 49.5 0.5 X 352546 0 154959 JANIS LIEPINS VP Medicaid 47.0 3.0 X 347663 0 155600 MATTHEW HERNDON SVP, Chief State Prog. Officer 50.0 0.0 X 308589 0 173174 DEBORAH DAVIAU MEDICARE & EXEC. DIR. NAVICARE 50.0 0.0 X 260677 0 94949 KEVIN MCGOVERN VP, TREASURER 50.0 0.0 X 230399 0 29369 FREDERICK MISILO ESQ CHAIR 3.0 2.0 X X 46250 0 0 JOHN B DILL VICE CHAIR 2.0 2.0 X X 41000 0 0 JAMES R BUONOMO CLERK 2.0 2.0 X X 40250 0 0 JANET S RICO DIRECTOR 1.0 1.0 X 37750 0 0 DEBORAH C ENOS DIRECTOR 1.0 0.5 X 37250 0 0 JOSEPH N STOLBERG CPA TREASURER beginning 6/24/22 1.5 0.5 X X 37250 0 0 PETER F STRALEY Director 1.0 0.0 X 30750 0 0 ALICE BONNER DIRECTOR 1.0 0.0 X 28250 0 0 VICTOR WOOLRIDGE DIRECTOR 1.0 0.0 X 24750 0 0 WANDA J MCCLAIN DIRECTOR 1.0 0.0 X 24750 0 0 ANN K TRIPP TREASURER ended 6/24/22 2.0 2.0 X X 8250 0 0 KARIN LANDRY Director ended 6/24/22 1.0 0.0 X 6750 0 0 7657180 0 3198478 296 true true false EPSTEIN BECKER AND GREEN PC 1227 25TH ST NW STE 700 WASHINGTON DC 20037 Legal Services 1506945 SAFEWAY LUXURY TRANSPORTATION 112 GROVE ST REAR WORCESTER MA 01605 Transportation Servi 1287280 CHANGE HEALTHCARE LLC 5995 WINDWARD PARKWAY ALPHARETTA GA 30005 Healthcare Consultin 1069973 CDW DIRECT LLC PO BOX 75723 CHICAGO IL 60675 Technology products 992106 MDX MEDICAL LLC 160 CHUBB AVE STE 301 ACCOUNTS RECE LYNDHURST NJ 07071 Healthcare Software 711150 34 0 PREMIUM-GOVERNMENTAL 524114 1708969648 1708969648 0 0 PREMIUM-COMMERCIAL 524114 30451304 30451304 0 0 1739420952 14216018 0 0 14216018 0 0 61030 61030 0 0 0 0 0 0 150358732 156614535 -6255803 -6255803 0 0 -6255803 0 0 0 0 0 0 0 0 0 SUBSIDIARY LOSS/GAIN 524298 -925355 0 0 -925355 MINORITY INTEREST 900099 725886 0 0 725886 CLASS ACTION LAWSUIT & MISC. 900099 157188 0 0 157188 5000 0 0 5000 -37281 1747343886 1739420952 0 7922934 1056023 1056023 0 0 1564698348 1564698348 5971062 3897429 2073633 0 3414266 2373325 1040941 0 84365919 58644445 25721474 0 1277727 888174 389553 0 10932757 7599579 3333178 0 8188008 5691649 2496359 0 0 2224548 0 2224548 0 1607784 0 1607784 0 159447 159447 0 0 0 1115996 0 1115996 0 7501212 5559143 1942069 3064935 2389801 675134 0 5897003 4598031 1298972 0 16663168 15682589 980579 0 0 4249042 235672 4013370 0 68369 53309 15060 0 0 312179 243413 68766 0 109477 0 109477 0 0 3940950 148621 3792329 0 1037359 0 1037359 0 DUES/SUBSCRIPTIONS 1075923 963247 112676 0 OTHER TAXES 106078 0 106078 0 BAD DEBT EXPENSES 3055 3055 0 0 1729040635 1674885300 54155335 0 0 0 90085889 60971299 0 0 92139634 129743675 0 0 0 0 0 0 0 0 5976350 6665677 44900509 36211725 10493215 8688784 480290667 439738109 0 0 0 0 0 0 33910729 53036945 712896484 698844489 401392953 440783190 0 0 6231450 1220063 0 0 0 0 0 0 0 0 0 0 0 0 407624403 442003253 X 305272081 256841236 0 0 305272081 256841236 712896484 698844489 18303251 -66734096 X false true X true false X 125589 0 0 5000 0 130589 1514381036 1569180946 1629023510 1764526148 1739420952 8216532592 0 0 0 0 0 0 0 1514506625 1569180946 1629023510 1764531148 1739420952 8216663181 0 66679504 27794779 33713513 29157740 19369922 176715458 66679504 27794779 33713513 29157740 19369922 176715458 8039947723 7966759 9252715 9017324 10580261 14277048 51094107 0 7966759 9252715 9017324 10580261 14277048 51094107 0 155409 152170 270778 54056 162188 794601 1522628793 1578585831 1638311612 1775165465 1753860188 8268551889 0.97235 0.96121 0.00618 0.00567 X SUPPORT TEST FORM 990, SCHEDULE A, PART III THE ORGANIZATION'S IRS DETERMINATION LETTER INDICATES THAT THIS ORGANIZATION QUALIFIES AS A PUBLICLY SUPPORTED CHARITY UNDER SECTION 170(B)(1)(a)(vi); HOWEVER, THE ORGANIZATION QUALIFIES AS A 509(A)(2) ORGANIZATION. SCHEDULE A HAS BEEN COMPLETED IN ACCORDANCE WITH THE FORM INSTRUCTIONS UNDER THE 509(A)(2) TEST. false false true false false false false true 225544 false false 225544 false Direct Lobbying Expense FORM 990, SCHEDULE C, PART IV SUPPLEMENTAL INFORMATION: FCHP PAID A TOTAL OF $225,544 LOBBYING EXPENSES AS FOLLOWS: MAHP DUES (MASS ASSOC OF HEALTH PLANS) 72,846 ASSOCIATION FOR COMM AFFILIATED PLANS 5,075 NATIONAL PACE ASSOCIATION 3,430 ALLIANCE OF COMMUNITY HEALTH PLANS 61,740 MASSPACE INC 16,356 ----------- SUBTOTAL NON-EMPLOYEES $159,447 STAFF SALARIES ASSOCIATED WITH LOBBYING 66,097 ------------ TOTAL OF ALL LOBBYING EXPENSES PAID $225,544 IN 2022, FALLON STAFF ENGAGED WITH VERIOUS REGULATORY AGENCIES ON HEALTHCARE POLICIES. 1890814 1578593 312221 7681407 5705939 1975468 35328288 28927193 6401095 8688784 INVESTMENT IN FHLAC 20615074 INVESTMENT IN FTC 434636 INVESTMENT IN FHW 12661550 OPERATING LEASE ROU ASSET 19325685 53036945 true Worcester Regional Chamber of Commerce 311 Main St Ste 200 Worcester MA 01608 041988780 501(c)(6) 47050 GENERAL SUPPORT WORCESTER COUNTY FOOD BANK 474 BOSTON TURNPIKE SHREWSBURY MA 01545 043071457 501(C)(3) 59500 GENERAL SUPPORT Boys and Girls Club of Worcester 65 BoysGirls Club Way Worcester MA 01610 042105851 501(c)(3) 49039 GENERAL SUPPORT United Way of Central MA 18 Chestnut St Ste 530 Worcester MA 01608 042104017 501(C)(3) 30831 GENERAL SUPPORT Worcester Regional Research Bureau 390 Main St Ste 208 WORCESTER MA 01609 042901298 501(C)(3) 7000 GENERAL SUPPORT MERRIMACK VALLEY FOOD BANK INC 735 Broadway Street LOWELL MA 01854 223241609 501(C)(3) 17500 GENERAL SUPPORT CENTRAL MA HOUSING ALLIANCE 6 INSTITUTE ROAD WORCESTER MA 01609 042791448 501(C)(3) 14500 GENERAL SUPPORT HEYWOOD MEMORIAL HOSPITAL 242 GREEN STREET Gardner MA 01440 042103581 501(C)(3) 25000 GENERAL SUPPORT RON BURTON TRAINING VILLAGE 55 MORGAN RD HUBBARDSTON MA 01452 222570218 501(C)(3) 25000 GENERAL SUPPORT Saint Paul's Elder Outreach 19 Chatham Street Worcester MA 01609 042106744 501(C)(3) 17749 GENERAL SUPPORT PERNET FAMILY HEALTH SERVICES INC 237 Millbury Street WORCESTER MA 01610 042453851 501(C)(3) 9000 GENERAL SUPPORT VETERANS INC 69 Grove Street WORCESTER MA 01605 043098024 501(C)(3) 11548 GENERAL SUPPORT Worcester Hibernian Cultural Foundation 19 Temple Street Worcester MA 01604 202148447 501(C)(3) 12000 GENERAL SUPPORT ELDER SERVICES OF BERKSHIRE COUNTY INC 877 South St Ste 4E Pittsfield MA 01201 042542001 501(C)(3) 10000 GENERAL SUPPORT Community Harvest Project 37 Wheeler Road North Grafton MA 01536 043424018 501(C)(3) 19500 GENERAL SUPPORT THE HEALTH FOUNDATION INC 664 Main St fl 20 WORCESTER MA 01608 042633274 501 (C)(4) 25000 GENERAL SUPPORT Be Like Brit Foundation 66 Pullman Street Worcester MA 01606 271857525 501(c)(3) 6000 GENERAL SUPPORT Boston Area Gleaners Inc 91 Martin Street Acton MA 01720 300434755 501(c)(3) 10000 GENERAL SUPPORT Catholic Charities 10 Hammond Street Worcester MA 01610 042103979 501(c)(3) 31547 GENERAL SUPPORT Cheshire Pantry PO Box K Cheshire MA 01225 842607415 501(c)(3) 7000 GENERAL SUPPORT City of Worcester 75 Lovell Street Worcester MA 01603 046001418 501(c)(3) 2500 7460 FMV FURNITURE DONATION GENERAL SUPPORT Coastline Elderly Services Inc 863 Belleville Avenue New Bedford MA 02745 042622121 501(c)(3) 12760 GENERAL SUPPORT Discover Central MA 311 Main Street Worcester MA 01608 474881059 501(c)(6) 25000 GENERAL SUPPORT D'Youville Life and Wellness Community 981 Varnum Avenue Lowell MA 01879 912055004 501(c)(3) 5250 GENERAL SUPPORT Edward M Kennedy Health Care Center 042513817 501(c)(3) 16450 GENERAL SUPPORT El Buen Samaritano Food Program 39 Piedmont Street Worcester MA 01610 043117161 501(c)(3) 16500 GENERAL SUPPORT Family Health Center Worcester 26 Queen Street Worcester MA 01610 042485308 501(c)(3) 10500 GENERAL SUPPORT Food Link Inc 108 Summer Street Arlington MA 02474 471840355 501(c)(3) 10000 GENERAL SUPPORT Friendly House 36 Wall Street Worcester MA 01604 042104239 501(c)(3) 10000 GENERAL SUPPORT Growing Places 325 Lindell Avenue Leominster MA 01453 100004885 501(c)(3) 15000 GENERAL SUPPORT Latin American Business Organization (LABO) 33 Highland Street Worcester MA 01602 810824363 501(c)(3) 7000 GENERAL SUPPORT Lorraine's Soup Kitchen 170 Pendexter Avenue Chicopee MA 01013 042616751 501(c)(3) 7500 GENERAL SUPPORT Lovin' Spoonfuls 189 Wells Avenue Newton MA 02459 271810597 501(c)(3) 10000 GENERAL SUPPORT Massachusetts Taxpayers Foundation 333 Washington St Ste 853 Boston MA 02108 041590310 501(c)(3) 7000 GENERAL SUPPORT Mustard Seed Catholic Worker Community Inc 93 Piedmont Street Worcester MA 01609 473600849 501(c)(3) 7000 GENERAL SUPPORT Nativity School of Worcester 67 Lincoln Street Worcester MA 01605 030385377 501(c)(3) 19902 GENERAL SUPPORT Net of Compassion Corp 674 Main Street Worcester MA 01610 475387634 501(c)(3) 5500 GENERAL SUPPORT Open Sky Community Services Inc 4 Mann Street Worcester MA 01602 042587863 501(c)(3) 95500 GENERAL SUPPORT Pakachoag School Auburn 203 Pakachoag Street Auburn MA 01501 043029253 501(c)(3) 5850 FMV FURNITURE FURNITURE DONATION Southeast Asian Coalition 484 Main St Ste 400 Worcester MA 01608 043393955 501(c)(3) 28793 GENERAL SUPPORT The Journey Community Church 27 Belmont Street Worcester MA 01605 464261664 501(c)(3) 9000 GENERAL SUPPORT The Nutrition Center (fiscal agent for Western MA 205 N Plain Rd Great Barrington MA 01230 061812530 501(c)(3) 9500 GENERAL SUPPORT The Open Pantry of Greater Lowell 13 Hurd St Lowell MA 01852 222474729 501(c)(3) 8500 GENERAL SUPPORT United Way of Tri-County 46 Park Street Framingham MA 01702 042104231 501(c)(3) 20000 GENERAL SUPPORT Why Me 1152 Pleasant Street Worcester MA 01602 042880644 501(c)(3) 14416 GENERAL SUPPORT WooSox Foundation 100 Madison Street Worcester MA 01608 844493574 501(c)(3) 7000 GENERAL SUPPORT Worcester Center for Performing Arts (the Hanover 2 Southbridge St Worcester MA 01608 050521735 501(c)(3) 6700 GENERAL SUPPORT Worcester Community Action Council 18 Chestnut St Ste 500 Worcester MA 01608 042382160 501(c)(3) 4500 5248 FMV FURNITURE GENERAL SUPPORT Worcester County Senior Athletic Association 13 Harberton Dr Leicester MA 01524 820713031 501(c)(3) 5500 GENERAL SUPPORT Worcester Railers HC Charitable Foundation 112 Harding Street Worcester MA 01604 811645767 501(c)(3) 9000 GENERAL SUPPORT Yes We Care 55 Illinois Street Worcester MA 01610 272939066 501(c)(3) 10000 GENERAL SUPPORT 48 3 Form 990, Schedule I, PART I, LINE 2 Description of Organization's Procedures for Monitoring the Use of Grants FCHP GRANTS ARE CLASSIFIED EITHER AS A COMMUNITY BENEFIT GRANT OR A COMMUNITY RELATIONS GRANT. THE COMMUNITY BENEFIT GRANTS ARE VERIFIED TO ENSURE THAT EACH RECIPIENT IS A 501(C)(3) ORGANIZATION. THE COMMUNITY RELATIONS GRANTS ARE VERIFIED TO ENSURE THAT THE RECIPIENT ORGANIZATION'S IRS STATUS IS LISTED AS A TAX-EXEMPT ORGANIZATION IN THE INTERNAL REVENUE CODE SECTION 501(C). EACH RECIPIENT OF FCHP GRANT HAS SPECIFIC INSTRUCTIONS TO BE FOLLOWED AS TO THE USE OF THE GRANT, AND THAT THE GRANT IS TO BE EXPENDED WITHIN 1 YEAR FROM THE AWARD. FOR ANY GRANTS IN EXCESS OF $10,000, fchp REQUESTS A GRANT REPORT DETAILING THE GRANT USES. THESE REPORTS ARE REVIEWED AND KEPT ON FILE AT FCHP. X true X X X X false true false false false false false true true true CHRISTINE CASSIDY SVP, CHIEF COMM. OFFICER 263383 0 65856 0 23307 0 127113 0 27846 0 507505 0 85314 0 DAVID BRUMLEY MD SVP and Chief Medical Officer 423343 0 67814 0 4815 0 190248 0 41500 0 727720 0 67814 0 DEBORAH DAVIAU MEDICARE & EXEC. DIR. NAVICARE 220167 0 38188 0 2322 0 77033 0 17916 0 355626 0 38188 0 EMILY L WEST SVP, CHIEF OPERATING OFFICER 391235 0 97403 0 12060 0 184475 0 28422 0 713595 0 97403 0 JAMES GENTILE SVP, CHIEF COMPLIANCE OFFICER 286639 0 70814 0 22525 0 139222 0 17061 0 536261 0 90557 0 JANIS LIEPINS VP Medicaid 280912 0 59893 0 6858 0 121200 0 34400 0 503263 0 59893 0 JILL GREEN LEBOW SVP, CHIEF HR OFFICER 351689 0 92927 0 25260 0 165921 0 37833 0 673630 0 116952 0 KEVIN MCGOVERN VP, TREASURER 175322 0 52884 0 2193 0 10400 0 18969 0 259768 0 52884 0 KRISTINE BOSTEK SVP, PACE Programs eff. 5/9/22 286490 0 57574 0 1400 0 129314 0 37855 0 512633 0 57574 0 LINDA WEINREB MEDICAL DIRECTOR, MCD ACO 322318 0 68866 0 13382 0 112586 0 37107 0 554259 0 68866 0 MARK DICHTER VP, Medical Director for UM 312294 0 50654 0 3564 0 108110 0 34557 0 509179 0 0 0 MARY RITTER SVP, CHIEF STRTGY & GOVT. PROG 362802 0 92664 0 28277 0 175757 0 38644 0 698144 0 115421 0 MATTHEW HERNDON SVP, Chief State Prog. Officer 305515 0 0 0 3074 0 145769 0 27405 0 481763 0 0 0 RANDI BERKOWITZ VP, Medical Director 327063 0 31669 0 1242 0 118538 0 33709 0 512221 0 0 0 RICHARD P BURKE PRESIDENT & CEO 892714 0 358020 0 169057 0 692878 0 45531 0 2158200 0 500053 0 TODD BAILEY SVP, CHIEF FINANCIAL OFFICER 462481 0 119779 0 24972 0 212624 0 8535 0 828391 0 140113 0 SCHEDULE J, PART I, LINE 3: THE FCHP BOARD HAS THE AUTHORITY AND DISCRETION TO DETERMINE COMPENSATION OF THE SENIOR EXECUTIVES AND EXECUTIVE INCENTIVES. THE DISCRETION IS TYPICALLY EXERCISED THROUGH THE BOARD'S EXECUTIVE EVALUATION AND COMPENSATION COMMITTEE, WHICH HAS THE AUTHORITY TO DISCHARGE THE BOARD'S RESPONSIBILITIES FOR COMPENSATION AND EXECUTIVE INCENTIVES. HOWEVER, THE DISCRETIONARY COMPENSATION/INCENTIVES RECOMMENDED MUST BE WITHIN THE PARAMETERS OF THE STANDARDS THAT THE COMMITTEE HAS ESTABLISHED AND NEEDS TO BE CONSISTENT WITH THE IRS STANDARDS OF REASONABLENESS FOR SUCH INCENTIVES PROVIDED TO NONPROFIT EXECUTIVES. SCHEDULE J, PART I, LINE 4B: SEE ALSO PART I, LINE 7 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FCHP OFFERED A SUPPLEMENTAL EXECUTIVE RETIREMENT 457(F) PLAN (SERP), THAT COVERED CERTAIN EXECUTIVES IN THE ORGANIZATION. PARTICIPANTS IN THIS PLAN VESTED ANNUALLY AND RECEIVED DISTRIBUTIONS ONCE VESTING REQUIREMENTS WERE MET. SERP CONTRIBUTIONS COULD BE MADE ON BEHALF OF AN EMPLOYEE WHO WAS THE PRESIDENT AND CHIEF EXECUTIVE OFFICER, THE DIVISION PRESIDENT, SENIOR CARE SERVICES, AN EXECUTIVE OR SENIOR VICE PRESIDENT. IN ADDITION, CONTRIBUTIONS COULD BE MADE ON BEHALF OF ANY EMPLOYEE WHO WAS DESIGNATED AS ELIGIBLE FOR A PLAN BY THE BOARD AT ITS DISCRETION. THE 457 (F) PLAN SERP WAS FROZEN ON DECEMBER 31, 2021 AND THE BOARD DECIDED IT WOULD NO LONGER MAKE DISCRETIONARY CONTRIBUTIONS ON BEHALF OF ANY PARTICIPANT FOR THE YEARS 2018 - 2021. IN 2022, THE FOLLOWING INDIVIDUALS LISTED IN SCHEDULE J, PART II RECEIVED DISTRUBTIONS FROM THE 457 (F) SERP PLAN FOR YEARS 2018 - 2021. AMOUNTS PAID UNDER THE PLAN ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (B) (III) AND ARE LISTED BELOW. AMOUNTS DEFERRED IN PRIOR YEARS WERE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). CONTRIBUTIONS THAT WERE PREVIOUSLY REPORTED ON A PRIOR FORM 990 AND ARE PAID OUT IN THE CURRENT YEAR ARE REPORTED IN SCHEDULE J, PART II, COLUMN (F). NAME AMOUNT VESTED AND PAID RICHARD P. BURKE 142,033 TODD BAILEY 20,334 CHRISTINE CASSIDY 19,458 JAMES GENTILE 19,743 JILL LEBOW 24,025 MARY RITTER 22,757 FCHP ESTABLISHED A NEW NON-QUALIFIED DEFERRED COMPENSATION PLAN (THE "PLAN"), WHICH PROVIDES DISCRETIONARY INCENTIVE AWARDS TO EXECUTIVE OFFICERS AND OTHER SELECTED EMPLOYEES OF THE COMPANY TO INCENTIVIZE THEM TO REINFORCE CRITICAL LONG-TERM STRATEGIC GOALS AND ENCOURAGE SUSTAINED YEAR-TO-YEAR PERFORMANCE RELATIVE TO KEY FINANCIAL AND STRATEGIC INDICATORS. THE PLAN REPLACED THE AFOREMENTIONED 457 (F) PLAN (SERP), EFFECTIVE JANUARY 1, 2022. THIS LONG-TERM INCENTIVE PLAN QUALIFIES AS 457(F) SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. THE PARTICIPANT WILL RECEIVE A CASH DISTRIBUTION AFTER THE END OF THE APPLICABLE PERFORMANCE PERIOD, IN MARCH OR APRIL OF THE CALENDAR YEAR FOLLOWING THE LAST DAY OF THE APPLICABLE PERFORMANCE PERIOD. IF THE PARTICIPANT'S EMPLOYMENT TERMINATES OR HAS A SEPARATION FROM SERVICE FOR ANY REASON OTHER THAN IN THE EVENT OF DEATH, DISABILITY, RETIREMENT OR CHANGE OF CONTROL PRIOR TO THE DATE OF THE CASH DISTRIBUTION, THE PARTICIPANT WILL NOT BE ELIGIBLE TO RECEIVE PAYMENT AND THE AWARD WILL BE CANCELLED AND FORFEITED IN ITS ENTIRETY. AMOUNTS DEFERRED UNDER THE PLAN ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). THESE AMOUNTS WOULD NOT BE CONSIDERED VESTED AS OF 12/31/2022, AS THE PLAN'S FIRST PERFORMANCE PERIOD IS EFFECTIVE JANUARY 1, 2022 THROUGH DECEMBER 31, 2024. SCHEDULE J, PART I, LINE 7: CORPORATE INCENTIVE PLAN FCHP HAS A CORPORATE INCENTIVE PLAN FOR CERTAIN EMPLOYEES TO REWARD ACHIEVEMENT OF FINANCIAL AND STRATEGIC GOALS OF THE ORGANIZATION. ON AN ANNUAL BASIS, THE ORGANIZATION PAYS ELIGIBLE PARTICIPANTS THEIR INCENTIVE COMPENSATION, PART OF WHICH IS BASED OFF OPERATING INCOME TARGETS. EMPLOYEES MUST BE EMPLOYED IN GOOD STANDING THROUGH THE TIME OF PAYOUT. INCENTIVE PAYMENTS ARE TYPICALLY PAID OUT THE FIRST PAY CYCLE IN APRIL FOR THE PRECEEDING YEAR. IN 2022 CERTAIN EMPLOYEES LISTED IN SCHEDULE J, PART II PARTICIPATED IN THE PLAN. AMOUNTS PAID BY THE ORGANIZATION UNDER THE PLAN ARE INCLUDED IN SCHEDULE J, PART II, COLUMN B(II). CONTRIBUTIONS THAT WERE PREVIOUSLY REPORTED ON A PRIOR FORM 990 IN SCHEDULE J, PART II, COLUMN (C) ARE PAID OUT IN THE CURRENT YEAR AND ARE REPORTED IN SCHEDULE J, PART II, COLUMN (F). SEE ALSO SCHEDULE J, PART 1, LINE 3. SCHEDULE J, PART I, LINES 8 AND 9: MATTHEW HERNDON, SVP, CHIEF STATE PROGRAM OFFICER, HAS AN INITIAL EMPLOYMENT CONTRACT THAT DESCRIBES HIS INITIAL COMPENSATION AND BENEFITS. SCHEDULE J, PART I, LINE 1A FCHP HAS A GIFT CARD POLICY THAT THE COMPANY PAYS ALL APPLICABLE TAXES ON BEHALF OF THE EMPLOYEE. THE VALUE OF THE GIFT CARD IS INCLUDED IN THE EMPLOYEE'S TAXABLE INCOME. THIS POLICY APPLIES TO ALL FCHP EMPLOYEES. IN 2022, THE FOLLOWING INDIVIDUALS LISTED IN SCHEDULE J, PART II RECEIVED GIFT CARDS FROM FCHP DURING THE YEAR. NAME AMOUNT PAID EMILY WEST $100 CHRISTINE CASSIDY $100 DAVID BRUMLEY MD $50 ORGANIZATION MISSION AND PROGRAM ACTIVITIES FORM 990, PART I LINE 1 ORGANIZATION MISSION AND PROGRAM ACTIVITIES FOUNDED IN 1977, FALLON COMMUNITY HEALTH PLAN, INC. ("FALLON HEALTH") IS A LEADING HEALTH CARE SERVICES ORGANIZATION WITH A MISSION TO PROVIDE CARE, COVERAGE AND SERVICES DESIGNED TO MEET THE UNIQUE AND CHANGING NEEDS OF THE COMMUNITIES IT SERVES. IN ADDITION TO OFFERING INNOVATIVE HEALTH INSURANCE SOLUTIONS, FALLON HEALTH EXCELS AT CREATING UNIQUE HEALTH CARE PROGRAMS AND SERVICES THAT PROVIDE COORDINATED, INTEGRATED CARE FOR OLDER ADULTS AND INDIVIDUALS WITH COMPLEX HEALTH NEEDS. WITH A PREDOMINANT FOCUS ON GOVERNMENT SPONSORED HEALTH INSURANCE PROGRAMS, FALLON HEALTH'S PRODUCT PORTFOLIO INCLUDES A VARIETY OF MEDICAID AND MEDICARE ADVANTAGE PLANS. AS A PROVIDER OF CARE, FALLON OFFERS A PROGRAM OF ALL-INCLUSIVE CARE FOR THE ELDERLY. FORM 990, PART III, LINE 4A GOVERNMENT PROGRAMS FROM ITS VERY START IN 1977, FALLON HEALTH HAS ALWAYS BEEN COMMITTED TO SERVING THE HEALTH CARE NEEDS OF INDIVIDUALS ENROLLED IN MEDICARE AND MEDICAID PROGRAMS. IT HAS WORKED TO EXPAND THOSE OFFERINGS OVER THE YEARS, ANNOUNCING IN 2021 THAT IT WOULD PRIMARILY FOCUS ITS RESOURCES ON GOVERNMENT-SPONSORED HEALTH INSURANCE PROGRAMS. LISTED BELOW IS THE COMPLETE LIST OF THE GOVERNMENT-SPONSORED PROGRAMS FALLON HEALTH OFFERED IN 2022 IN MASSACHUSETTS AND, THROUGH FALLON HEALTH WEINBERG, IN NEW YORK. . MEDICARE ADVANTAGE AND MEDICARE SUPPLEMENT (MASSACHUSETTS) . MASSHEALTH ACCOUNTABLE CARE ORGANIZATION PARTNERSHIP PLANS (MASSACHUSETTS) . MEDICARE ADVANTAGE SPECIAL NEEDS PLAN AND SENIOR CARE OPTIONS (MASSACHUSETTS) . PROGRAM OF ALL-INCLUSIVE CARE FOR THE ELDERLY (PACE) (MASSACHUSETTS AND NEW YORK) . SUBSIDIZED, LIMITED-NETWORK PLAN (MASSACHUSETTS) . MANAGED LONG TERM CARE (MLTC) PLAN (NEW YORK) THESE PROGRAMS ENABLE FALLON HEALTH TO SERVE MEMBERS OF ALL AGES, AT ALL INCOME LEVELS AND WITH ALL TYPES OF HEALTH NEEDS. THERE ARE SEVERAL NOTABLE FACTS WHEN IT COMES TO FALLON HEALTH'S HISTORY IN GOVERNMENT PROGRAMS: . IN 1979, FALLON HEALTH RECEIVED THE FIRST CONTRACT IN MASSACHUSETTS TO COVER MEDICAID BENEFICIARIES. . IN 1980, FALLON HEALTH WAS THE FIRST HEALTH PLAN IN THE COUNTRY TO OFFER A MEDICARE ADVANTAGE PLAN. . IN 1995, FALLON HEALTH STARTED ITS PACE PROGRAM IN MASSACHUSETTS, KNOWN TODAY AS SUMMIT ELDERCARE. IT IS THE LARGEST PACE PROGRAM IN NEW ENGLAND AND INCLUDES SIX PACE CENTERS - FIVE IN MASSACHUSETTS AND ONE IN WESTERN NEW YORK. . IN 2010, FALLON HEALTH LAUNCHED NAVICARE, A MEDICARE ADVANTAGE SPECIAL NEEDS PLAN AND SENIOR CARE OPTIONS PROGRAM IN MASSACHUSETTS. . IN 2017, FALLON HEALTH FORMED MASSHEALTH ACCOUNTABLE CARE ORGANIZATION PARTNERSHIP PLANS WITH THE FOLLOWING PROVIDER GROUPS: . BERKSHIRE HEALTH SYSTEMS AND COMMUNITY HEALTH PROGRAMS . RELIANT MEDICAL GROUP . WELLFORCE (NOW TUFTS MEDICINE) AND ITS PROVIDER ORGANIZATIONS FORM 990, PART III, LINE 4B COMMERCIAL PRODUCTS AND SERVICES ON MARCH 31, 2021, FALLON HEALTH ANNOUNCED THAT IT WOULD BEGIN PRIMARILY FOCUSING ITS RESOURCES ON SUPPORTING THE HEALTH CARE NEEDS OF INDIVIDUALS ENROLLED IN GOVERNMENT-SPONSORED HEALTH INSURANCE PROGRAMS. THESE ACTIONS RESULTED IN THE COMPLETE WITHDRAWAL FROM THE COMMERCIAL MARKET OF FALLON HEALTH'S SELECT CARE AND DIRECT CARE HMO PRODUCTS BY THE END OF AUGUST 2022. FALLON HEALTH CONTINUES TO SELL ITS COMMUNITY CARE PRODUCT ON THE HEALTH CONNECTOR. THE PRODUCT IS AVAILABLE TO INDIVIDUALS AND SMALL GROUPS IN MIDDLESEX COUNTY, PARTS OF NORFOLK AND WORCESTER COUNTIES, AND IN ONE TOWN IN BRISTOL COUNTY (MANSFIELD). FORM 990, PART III, LINE 4C COMMUNITY GIVING FALLON HEALTH'S COMMUNITY BENEFITS PROGRAM IS RUN IN ACCORDANCE WITH THE MASS. ATTORNEY GENERAL'S GUIDELINES FOR HEALTH MAINENANCE ORGANIZATIONS. OUR COMMITMENT TO THE ORGANIZATION'S MISSION GUIDES US IN THE WORK WE DO IN SUPPORT OF THE DIVERSE COMMUNITIES WE SERVE. THE GOALS OF THE FALLON HEALTH COMMUNITY BENEFITS PROGRAM ARE TO: . SUPPORT PROGRAMS THAT WILL IMPROVE THE HEALTH STATUS OF ECONOMICALLY UNDERSERVED OR AT-RISK POPULATIONS, CHILDREN, YOUTH AND ELDERS WITHIN OUR SERVICE AREA. . CONTINUE FALLON'S ROLE AS A HEALTH EDUCATOR BY PROVIDING RESOURCES, HOSTING HEALTH AND INFORMATION PROGRAMS AND BY BRINGING GENERAL INFORMATION TO THE PUBLIC THROUGH SPEAKING ENGAGEMENTS, PROGRAMS AND THE USE OF OUR COMMUNICATION PLATFORMS. . CONVENE KEY COMMUNITY STAKEHOLDERS, PROVIDERS, COMMUNITY-BASED ORGANIZATIONS AND INDIVIDUALS TO DISCUSS ESCALATING HEALTH ISSUES THAT HAVE A SIGNIFICANT EFFECT ON THE COMMUNITY'S POSITIVE HEALTH OUTCOMES AND OVERALL COST OF CARE. . WORK COLLABORATIVELY WITH OTHER HEALTH CARE PROVIDERS AND COMMUNITY-BASED ORGANIZATIONS TO DEVELOP AND IMPLEMENT PROGRAMS TARGETING UNDERSERVED OR AT-RISK POPULATIONS AS DETERMINED BY THE NEEDS OF EACH OF THE COMMUNITIES WE SERVE. . PARTNER WITH BUSINESSES, COMMUNITY-BASED ORGANIZATIONS AND LOCAL CITIES, TOWNS AND STATE AGENCIES TO DEVELOP, SUPPORT AND/OR IMPLEMENT COMMUNITY HEALTH IMPROVEMENT PLANS AND PROGRAMS THAT ARE IDENTIFIED THROUGH LOCAL COMMUNITY HEALTH ASSESSMENTS AND ADDRESS THE BARRIERS THAT IMPACT POSITIVE HEALTH OUTCOMES. . CONTINUE TO FIND WAYS TO DELIVER OR PROVIDE ACCESS TO CULTURALLY COMPETENT, HIGH-QUALITY, LOW-COST HEALTH CARE COVERAGE TO PEOPLE OF ANY AGE, RACE, ETHNICITY, RELIGION, ABILITY, SEXUAL ORIENTATION, GENDER IDENTITY, HEALTH STATUS AND INCOME LEVEL. IN 2022, OUR LONG-STANDING COMMITMENT TO THE COMMUNITIES WE SERVE WAS DEMONSTRATED IN A NUMBER OF WAYS, INCLUDING: . SPONSORING FOOD INSECURITY INITIATIVES WITH COMMUNITY PARTNERS INCLUDING HOCKEY CHECKS HUNGER (WORCESTER RAILERS) AND STRIKE OUT HUNGER (WORCESTER RED SOX) . AWARDING $150,000 IN COMMUNITY IMPACT GRANTS FOR PROJECTS TARGETING FOOD INSECURITY AND SOCIAL ISOLATION AMONG OLDER ADULTS . RAISING MORE THAN $64,000 TO BENEFIT THE UNITED WAY OF CENTRAL MASS.' ANNUAL CAMPAIGN (EMPLOYEES) . COMPLETING MORE THAN 12,000 HOURS OF COMMUNITY SERVICE (EMPLOYEES) FALLON HEALTH'S FUNDING PRIORITY AREAS AFTER A COMPREHENSIVE REVIEW OF THE FINDINGS OF THE 2021 GREATER WORCESTER COMMUNITY HEALTH NEEDS ASSESSMENT (CHNA), THE IDENTIFIED OBJECTIVES AND STRATEGIES FROM THE GREATER WORCESTER COMMUNITY HEALTH IMPROVEMENT PLAN (CHIP) COMPLETED IN 2022, AND A REVIEW OF THE CHNAS CONDUCTED IN BERKSHIRE COUNTY, GREATER LOWELL, METRO WEST, NORTHERN WORCESTER COUNTY, SOUTH SHORE AND WESTERN MASS., THE FOLLOWING RECOMMENDATIONS WERE PRESENTED AS THE FUNDING PRIORITIES FOR FALLON'S COMMUNITY BENEFITS PROGRAM FOR 2021-2023: . FOOD INSECURITY - TO HELP MAINTAIN FOOD ASSISTANCE PROGRAMS FOR THOSE AREAS OR POPULATIONS THAT ARE PARTICULARLY VULNERABLE TO FOOD INSECURITY. IN ADDITION TO TRADITIONAL RESOURCES, FALLON SUPPORTS NEW, INNOVATIVE PROGRAMMING. . HEALTH INITIATIVES FOR OLDER ADULTS - TO SUPPORT OLDER ADULTS THROUGH PROGRAMS THAT PROVIDE ACCESS TO CARE INCLUDING BEHAVIORAL HEALTH RESOURCES, SAFETY MEASURES IN THEIR HOMES AND COMMUNITIES, AND ACCESS TO FOOD AND UTILITIES. IN 2022, FALLON HEALTH DISTRIBUTED $1,280,924.70 TO PROGRAMS THAT MET THE GOALS OF FALLON'S COMMUNITY BENEFITS PROGRAM. THIS WAS ACCOMPLISHED BY CONTRIBUTING $494,546 OF COMMUNITY GRANTS AND PARTICIPATING IN OTHER PROGRAMS, INCLUDING DIRECT EXPENSES, LEVERAGED EXPENSES, STAFF VOLUNTEER TIME, AND PHILANTHROPIC INITIATIVES THROUGH CORPORATE SPONSORSHIPS, TOTALLING $786,378. FALLON HEALTH'S EMPLOYEES ARE ALSO ENCOURAGED TO VOLUNTEER IN THE COMMUNITY. AND EACH INDIVIDUAL IS PROVIDED EIGHT HOURS OF PAID WORK TIME TO DO SO. IN 2022, OUR EMPLOYEES LOGGED 12,300 HOURS OF COMMUNITY SERVICE WITH 676 HOURS OF THAT PUT TOWARDS FALLON HEALTH DRIVEN INITIATIVES. FALLON HEALTH ALSO GIVES BACK THROUGH CORPORATE GIVING AND GENEROUS EMPLOYEE DONATIONS IN 2022, EMPLOYEES USED APPROXIMATELY 161 HOURS TO SUPPORT THE UNITED WAY'S CAMPAIGN ACTIVITIES. THESE EFFORTS HELPED TO RAISE APPROXIMATELY $64,605. THE MAJORITY OF THESE FUNDS WERE DISTRIBUTED TO THE UNITED WAY OF CENTRAL MASS. THE REMAINING FUNDS WERE DISTRIBUTED TO THE UNITED WAY OF TRI-COUNTY, INC., UNITED WAY OF MASS. BAY & MERRIMACK VALLEY, THE UNITED WAY OF NORTH CENTRAL MASS., UNITED WAY OF SOUTH CENTRAL MASS., THE UNITED WAY OF GREATER FALL RIVER, BERKSHIRE COUNTY UNITED WAY, UNITED WAY OF FRANKLIN COUNTY, UNITED WAY OF GREATER PLYMOUTH COUNTY AND THE UNITED WAY OF PIONEER VALLEY. IN 2022, WE CONTINUED OUR FOCUS ON SUPPORTING FOOD PANTRIES TO FEED UNDERSERVED OR AT-RISK OLDER ADULTS, FAMILIES AND CHILDREN, INCLUDING THE HOCKOMOCK AREA YMCA, THE ELDER SERVICES OF THE BERKSHRIES, THE OPEN DOOR/CAPE ANN FOOD PANTRY AND THE BOYS & GIRLS CLUB OF WORCESTER. IN ADDITION, EMPLOYEES PROVIDED MEALS FOR 472 FAMILIES ACROSS OUR KEY SERVICE AREA WITH OUR FEED-A-FAMILY PROGRAM IN BERKSHIRE COUNTY, SPRINGFIELD, LEOMINSTER, LOWELL, WEBSTER AND WORCESTER TOTALING $28,320 IN FOOD DONATIONS. FOOD INSECURITY HAS LONG BEEN AN ISSUE NATIONALLY AND IN THE LOCAL COMMUNITY. FALLON HEALTH AND THE WORCESTER RED SOX PARTNERED TOGETHER TO RAISE CRITICAL FUNDS AND AWARENESS ON THE ISSUE. IN 2022, THE STRIKE OUT HUNGER CAMPAIGN CULMINATED IN A $50,000 DONATION TO THE WORCESTER COUNTY FOOD BANK. SIGNATURE HEALTH AND WELLNESS PROGRAMS ARE ALSO KEY TO OUR MISSION AT FALLON. IN 2022, WE REACHED 2,173 PEOPLE IN MASSACHUSETTS. THIS WAS ACHIEVED IN A VARIETY OF WAYS INCLUDING PROVIDING SCREENINGS AND WELLNESS PRESENTATIONS TO UNDERSERVED POPULATIONS. FORM 990, PART VI, LINE 2 FAMILY OR BUSINESS RELATIONSHIP BETWEEN OFFICERS, DIRECTORS, AND KEY EMPLOYEES. FALLON HEALTH & LIFE ASSURANCE CO., INC. (FHLAC) IS A WHOLLY-OWNED SUBSIDIARY OF FCHP. THE FOLLOWING FCHP BOARD MEMBERS AND OFFICERS SERVED ON THE FHLAC BOARD OF DIRECTORS IN 2022: JAMES R. BUONOMO, JOHN B. DILL, ANN K. TRIPP (UNTIL JUNE 24, 2022), FREDERICK MISILO, ESQ., JANET S. RICO, DEBORAH C. ENOS, JOSEPH N. STOLBERG, CPA(STARTING JUNE 24, 2022), AND RICHARD P. BURKE (EX OFFICIO). ULTRABENEFITS, INC. (UBI) IS A WHOLLY-OWNED SUBSIDIARY OF FHLAC. THE FOLLOWING FCHP OFFICERS AND KEY EMPLOYEE SERVED ON THE UBI BOARD OF DIRECTORS IN 2022: RICHARD P. BURKE, JANIS LIEPINS, AND TODD BAILEY. GROUP INSURANCE SERVICE CENTER AGENCY, INC. (GISC AGENCY), IS A WHOLLY-OWNED SUBSIDIARY OF UBI. THE FOLLOWING FCHP OFFICERS AND KEY EMPLOYEES SERVED ON THE BOARD OF GISC AGENCY IN 2022: RICHARD P. BURKE, JANIS LIEPINS, AND TODD BAILEY. FORM 990, PART VI, LINE 11B THE PROCESS USED BY MANAGEMENT AND GOVERNING BODY TO REVIEW FORM 990 A DRAFT OF THE FORM 990 IS PREPARED BY FCHP AND REVIEWED BY ITS TAX CONSULTING FIRM. THE FINAL VERSION OF THE FORM 990 IS PROVIDED TO BOARD MEMBERS FOR REVIEW PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, LINE 12C THE PROCESS USED TO MONITOR CONFLICTS OF INTEREST FCHP'S BYLAWS REQUIRE ALL DIRECTORS AND OFFICERS TO DISCLOSE ANY ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, AS DEFINED IN THE ORGANIZATION'S CONFLICT OF INTEREST POLICY RELATING TO DIRECTORS, OFFICERS AND MEMBERS OF A COMMITTEE WITH BOARD DELEGATED POWERS. THIS IS ENFORCED BY THE REQUIREMENT THAT SUCH INDIVIDUALS ANNUALLY COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT. EACH YEAR THE COMPLETED CONFLICT OF INTEREST DISCLOSURE STATEMENTS ARE REVIEWED BY THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD WHICH REPORTS ANY ACTUAL OR POTENTIAL CONFLICTS TO THE FULL BOARD. ANY BOARD MEMBER OR OFFICER WITH A CONFLICT OF INTEREST IS PROHIBITED FROM PARTICIPATING IN ANY DISCUSSION OF, OR VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. TWO INDEPENDENT BOARD MEMBERS ALSO CONDUCT AN ANNUAL REVIEW OF ANY BUSINESS TRANSACTIONS INVOLVING THE ORGANIZATION THAT COULD POTENTIALLY BENEFIT A BOARD MEMBER OR OFFICER, TO ENSURE THAT THE TRANSACTIONS DO NOT INVOLVE ANY UNDUE INFLUENCE, ARE AT FAIR MARKET VALUE, AND ARE IN THE ORGANIZATION'S BEST INTEREST. THE REVIEWING BOARD MEMBERS REPORT THEIR FINDINGS TO THE FULL BOARD. FURTHERMORE, AT BOARD MEETINGS, INDIVIDUAL BOARD MEMBERS ARE ASKED TO IDENTIFY, AND RECUSE THEMSELVES FROM ANY DISCUSSION AND VOTE ON ANY MATTER BEFORE THE BOARD IN WHICH THEY MAY HAVE A CONFLICT. FCHP ALSO REQUIRES ALL DIRECTORS, OFFICERS, AND KEY EMPLOYEES TO COMPLETE A WRITTEN DISCLOSURE STATEMENT DESIGNED TO IDENTIFY POTENTIAL CONFLICTS. FCHP ALSO HAS GENERAL CORPORATE-WIDE CONFLICT OF INTEREST POLICIES THAT REQUIRE REPORTING OF POTENTIAL CONFLICTS AND MANAGEMENT APPROVAL OF CERTAIN TRANSACTIONS, AND PROHIBITS CERTAIN SPECIFIC TRANSACTIONS. THESE POLICIES ARE ENFORCED BY SENIOR MANAGEMENT, INCLUDING THE CHIEF COMPLIANCE OFFICER. FORM 990, PART VI, LINES 15A & 15B PROCESS OF DETERMINING COMPENSATION FOR CEO, TOP MANAGEMENT OFFICIALS, OFFICERS, AND KEY EMPLOYEES. FCHP HAS ESTABLISHED AN EXECUTIVE EVALUATION AND COMPENSATION COMMITTEE (THE "COMMITTEE") OF THE BOARD OF DIRECTORS THAT ESTABLISHES POLICIES AND THE COMPENSATION STRUCTURE OF CERTAIN FCHP EXECUTIVE OFFICERS. THIS COMMITTEE IS RESPONSIBLE FOR ASSURING THAT THE TOTAL COMPENSATION PROVIDED TO THESE EXECUTIVE OFFICERS IS DETERMINED BY A FAIR AND EQUITABLE PROCESS, INFORMED BY CURRENT AND CREDIBLE MARKET PRACTICE INFORMATION, AND COMPLIANT WITH APPLICABLE LEGAL AND REGULATORY GUIDELINES. IN 2022, THE COMMITTEE CONSISTED OF THREE MEMBERS OF FCHP'S BOARD OF DIRECTORS WHO ARE NOT EMPLOYED BY THE ORGANIZATION. FCHP'S CEO SERVED AS AN EX OFFICIO MEMBER OF THE COMMITTEE WITHOUT A VOTING RIGHT. THE EXECUTIVE OFFICERS OVER WHOSE COMPENSATION THE COMMITTEE IS RESPONSIBLE ARE COMPRISED OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER ("CEO"), AND THE EXECUTIVE VICE PRESIDENT, AND SENIOR VICE PRESIDENT POSITIONS THAT REPORT DIRECTLY TO THE CEO ("EXECUTIVE GROUP"). IN 2022, TO DETERMINE THE COMPENSATION STRUCTURE OF THE EXECUTIVE GROUP, THE COMMITTEE RELIED ON A WRITTEN COMPENSATION SURVEY PRODUCED BY AN INDEPENDENT CONSULTING FIRM THAT ASSESSES EXECUTIVE COMPENSATION AND BENEFITS. THE COMMITTEE MET TO REVIEW THE COMPENSATION STRUCTURE OF THE EXECUTIVE GROUP AND REVIEWED THE COMPENSATION SURVEY PREPARED BY THE INDEPENDENT CONSULTING FIRM. THE COMMITTEE THEN VOTED TO APPROVE THE COMPENSATION OF THE EXECUTIVE GROUP (OTHER THAN THE CEO). FOR THE CEO'S COMPENSATION THE COMMITTEE (MEETING WITHOUT THE CEO) RECOMMENDED A COMPENSATION STRUCTURE THAT WAS PRESENTED TO THE FCHP'S BOARD OF DIRECTORS. THE BOARD OF DIRECTORS (WITHOUT THE CEO PRESENT), VOTED TO APPROVE THE COMMITTEE'S RECOMMENDATION. ALL THESE DELIBERATIONS WERE CONTEMPORANEOUSLY DOCUMENTED IN THE MINUTES OF THE COMMITTEE AND BOARD OF DIRECTORS. FORM 990, PART VI, LINES 18 AND 19 HOW DOCUMENTS ARE MADE AVAILABLE TO PUBLIC FCHP'S FORM 990 AND ANNUAL AUDITED FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC ON THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE. FCHP'S 990, FINANCIAL STATEMENTS, GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND ANNUAL REPORT ARE ALSO PROVIDED UPON REQUEST. FORM 990, PART VII, SECTION A, COLUMN A NAME AND TITLE: THE FOLLOWING INDIVIDUAL'S TITLE CHANGED DURING THE YEAR: KRISTINE BOSTEK: FROM: VP, SUMMIT ELDERCARE AND FALLON HEALTH WEINBERG PACE, UNTIL 5/22. TO: SVP, PACE PROGRAMS, EFFECTIVE 5/22. DAVID BRUMLEY MD: FROM: INTERIM CHIEF MEDICAL OFFICER, UNTIL 5/22. TO: SVP AND CHIEF MEDICAL OFFICER, EFFECTIVE 5/22. 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