2023-11-15T10:25:12-06:00 2022-12-31 420714325 RSM US LLP 80 CITY SQUARE BOSTON MA 021293742 990 2022-01-01 043756900 COMMONWEALTH CARE ALLIANCE INC COMM 6174260600 30 WINTER STREET BOSTON MA 02108 FRANK SCALISE CFO 6174260600 2023-11-14 1 FRANK SCALISE 999009999 0 KAREN LO P01434915 6179129000 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z CHRISTOPHER D PALMIERI 30 WINTER STREET BOSTON MA 02108 2315497223 0 X WWW.COMMONWEALTHCARE.ORG X 2003 MA COMMONWEALTH CARE ALLIANCE, INC.'S MISSION IS TO IMPROVE THE HEALTH AND WELL-BEING OF PEOPLE WITH SIGNIFICANT NEEDS BY INNOVATING, COORDINATING AND PROVIDING THE HIGHEST QUALITY, INDIVIDUALIZED CARE. 13 12 2224 14 0 0 0 0 2032668552 2256345829 3923850 9835414 7578115 5721125 2044170517 2271902368 200209 304093 0 0 145230133 183275922 0 0 0 1847636890 2035151014 1993067232 2218731029 51103285 53171339 813491332 1143237549 575877978 845527584 237613354 297709965 X COMMONWEALTH CARE ALLIANCE, INC.'S MISSION IS TO IMPROVE THE HEALTH AND WELL-BEING OF PEOPLE WITH SIGNIFICANT NEEDS BY INNOVATING, COORDINATING AND PROVIDING THE HIGHEST QUALITY, INDIVIDUALIZED CARE. 0 0 1911701412 304093 2262066954 COMMONWEALTH CARE ALLIANCE (CCA) HAS CONTRACTED WITH COMMUNITY BASED PRIMARY CARE PRACTICES THAT HAVE DEMONSTRATED EXPERIENCE SERVING ADULTS IN A MANAGED CARE NETWORK. EXAMPLES OF THESE PRIMARY CARE SITES INCLUDE AFFILIATED PHYSICIANS GROUP OF JAMAICA PLAIN, BOSTON UNIVERSITY GERIATRICS, BRIGHTWOOD HEALTH SERVICES, CAMBRIDGE HEALTH ALLIANCE, EAST BOSTON HEALTH CENTER, ELDER SERVICE PLAN OF THE NORTH SHORE, HARBOR HEALTH SERVICE, UPHAM'S CORNER HEALTH CENTER. CCA IS ONE OF THE SIX SENIOR CARE OPTION OR "SCO ORGANIZATIONS IN THE COMMONWEALTH: THE SCO PROGRAM IS A COMPREHENSIVE HEALTH PLAN THAT COVERS ALL SERVICES REIMBURSABLE UNDER A DELIVERY SYSTEM AND ITS PREFERRED NETWORK OF PROVIDERS. CCA IS ALSO ONE OF THREE ORGANIZATIONS THAT OFFERS ONE CARE TO INDIVIDUALS AGED 18 TO 64 RESIDENT IN THE COMMONWEALTH OF MASSACHUSETTS. 1911701412 1 0 0 1 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 5038 0 1 2224 1 0 0 0 0 0 0 0 0 0 0 1 0 X 13 12 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X ELIZABETH CAHN GOODMAN SEC & CLERK CHIEF LEGAL OFFICER 6174260600 30 WINTER STREET BOSTON MA 02108 CHRISTOPHER D PALMIERI PRESIDENT & CEO, DIRECTOR 15.00 25.00 X X 1907303 0 144947 ROBERT GITTENS CHAIR OF THE BOARD 3.00 2.00 X 0 0 0 CAROL RAPHAEL VICE CHAIR OF THE BOARD 3.00 2.00 X 0 0 0 CHARLES CARR DIRECTOR 3.00 2.00 X 0 0 0 ALEXANDRA DACOSTA DIRECTOR 3.00 2.00 X 0 0 0 STEPHANIE DYSON DIRECTOR 3.00 2.00 X 0 0 0 TEJAL GANDHI MD DIRECTOR 3.00 2.00 X 0 0 0 IRA GOTTLIEB DIRECTOR 3.00 2.00 X 0 0 0 SYATRIZAL HAMDALLAH DIRECTOR 3.00 2.00 X 0 0 0 FAZLE HUSAIN DIRECTOR (FROM 9/20/22) 3.00 2.00 X 0 0 0 LESLIE KIRWAN DIRECTOR 3.00 2.00 X 0 0 0 DAVID KLEIN DIRECTOR 3.00 2.00 X 0 0 0 CHRISTOPHER KOLLER DIRECTOR (UNTIL 12/31/22) 3.00 2.00 X 0 0 0 JOSEPH PADUDA DIRECTOR 3.00 2.00 X 0 0 0 LEONARD FISHMAN DIRECTOR (UNTIL 4/1/22) 3.00 2.00 X 0 0 0 ELIZABETH GOODMAN SEC CLERK CHIEF LEGAL OFFICER (FROM 7/18/22) 15.00 25.00 X 228535 0 125524 LISA FLEMING SEC CLERK CHIEF LEGAL OFFICER (UNTIL 7/18/22) 15.00 25.00 X 581326 0 46543 MARY HAMILTON INTERIM CFO FINANCE LEAD (FROM 9/9/22) 15.00 25.00 X 134925 0 14744 ROB CHO INTERIM CFOFINANCE LEAD (FROM 4/1/22, UNTIL 9/9/22) 15.00 25.00 X 372151 0 40718 MIHIR SHAH CFO (UNTIL 4/1/22) 20.00 20.00 X 428385 0 14469 COURTNEY MURPHY PRESIDENT OF MARKETS 40.00 0.00 X 800645 0 148889 SESHA MUDUNURI CHIEF OPERATING OFFICER 40.00 0.00 X 555845 0 128283 ROBERT MACARTHUR CHIEF MEDICAL OFFICER 35.00 5.00 X 636849 0 59607 ALFRED ENAGBARE CHIEF PEOPLE OFFICER 40.00 0.00 X 583627 0 129605 DONALD STIFFLER CHIEF DEVELOPMENT OFFICER 40.00 0.00 X 440390 0 124280 SARAH GARRITY CMO (UNTIL 6/30/22) 40.00 0.00 X 750280 0 22576 SEBASTIAAN FOPPEMA GENERAL MANAGER INSTED 40.00 0.00 X 444129 0 14396 COREY MCCARTY GENERAL MANAGER MARKET LEAD 40.00 0.00 X 407832 0 58035 MARK WAGGONER GENERAL MANAGER MARKET LEAD 40.00 0.00 X 462100 0 48663 LAWRENCE GOTTLIEB CHIEF QUALITY OFFICER 30.00 10.00 X 513701 0 47658 DIDZIS VOLDINS SVP GENERAL COUNSEL 40.00 0.00 X 387153 0 44430 9635176 0 1213367 759 0 1 0 TEMPUS UNLIMITED INC 600 TECHNOLOGY CENTER DRIVE STOUGHTON MA 02072 HEALTHCARE & TECHNOLOGY 218158897 BAYSTATE MEDICAL CENTER 759 CHESTNUT ST SPRINGFIELD MA 01199 HEALTHCARE & TECHNOLOGY 66769194 BOSTON MEDICAL CENTER PO BOX 419873 BOSTON MA 02241 HEALTHCARE & TECHNOLOGY 36575209 BETH ISRAEL DEACONESS MEDICAL CENTER 330 BROOKLINE AVE BOSTON MA 02215 HEALTHCARE & TECHNOLOGY 27148763 MASSACHUSETTS GENERAL HOSPITAL PO BOX 3947 BOSTON MA 02241 HEALTHCARE & TECHNOLOGY 26150880 959 ENROLLEE FEES 621300 2252182752 2252182752 I&R CENTER 900099 3355132 3355132 GRANT REVENUE 900099 807945 807945 2256345829 5573878 5573878 47856391 43594855 4261536 4261536 4261536 5721125 5721125 5721125 2271902368 2262066954 0 9835414 304093 304093 8429825 8429825 131261732 131261732 10299533 10299533 18492000 18492000 14792832 14792832 1663780 1663780 1076652 1076652 1516970 1516970 520810 520810 29665253 29665253 4350029 4350029 4623679 4623679 18621551 18621551 9214845 9214845 3395451 3395451 1489138 1489138 18030626 18030626 2261528 2261528 MEDICAL EXPENSES 1614732502 1614732502 CAPITATION EXPENSES 296664817 296664817 CLAIMS ADJUDICATION 21062517 21062517 DUES 1118768 1118768 5142098 5142098 2218731029 1911701412 307029617 0 34733995 -98171 154013 200437446 299924893 6374485 51574166 58762669 26362492 24419923 32400177 289394939 256273626 11519280 13234043 246457251 489928815 813491332 1143237549 72081887 73235929 503796091 772291655 575877978 845527584 X 237613354 297709965 237613354 297709965 813491332 1143237549 X 53171339 -32463091 39388363 X 0 1 X 1 1 1 X 1257805887 1541164995 1798377346 2040246667 2262022954 8899617849 1257805887 1541164995 1798377346 2040246667 2262022954 8899617849 0 0 0 8899617849 1254268 3608988 3254094 3859544 5573878 17550772 1254268 3608988 3254094 3859544 5573878 17550772 1259060155 1544773983 1801631440 2044106211 2267596832 8917168621 0.99800 0.99840 0.00200 0.00160 X 0 1 0 0 0 0 1 0 1 1516970 1516970 0 PART II-B, LINE 1: CCA PAYS DUES TO CERTAIN MEMBERSHIP ORGANIZATIONS, A PIECE OF WHICH MAY BE USED BY SUCH ORGANIZATIONS FOR FEDERAL LOBBYING ACTIVITIES ON BEHALF OF CCA AND OTHER SIMILARLY SITUATED ORGANIZATIONS. $1,516,970 WAS PAID TO OUTSIDE CONSULTANT FOR LOBBYING ACTIVITIES. 119298 119298 2498744 511831 1986913 13947727 8227056 5720671 10746041 6006290 4739751 31450859 11617315 19833544 32400177 ASSETS LIMITED AS TO USE 1677211 DUE FROM COMMONWEALTH COMMUNITY CARE, INC. 57363711 DEPOSITS 114790 DUE FROM COMMONWEALTH CLINICAL ALLIANCE, INC. 196713713 DUE FROM INSTITUTE FOR ADVANCING CONSUMER CENTERED QUALITY, INC. 6810657 DUE FROM COMMONWEALTH CARE ALLIANCE MASSACHUSETTS, INC. 4566627 DUE FROM COMMONWEALTH CARE ALLIANCE RHODE ISLAND, INC. 2668341 DUE FROM COMMONWEALTH CARE ALLIANCE CALIFORNIA, LLC 10343989 DUE FROM COMMONWEALTH CARE ALLIANCE MICHIGAN, LLC 36770199 DUE FROM COMMONWEALTH CARE ALLIANCE - HMO IN 2130718 DUE FROM COMMONWEALTH CARE ALLIANCE - HMO MI 12988531 DUE FROM COMMONWEALTH CARE ALLIANCE - ACO MI 25607694 DUE FROM COMMONWEALTH CARE ALLIANCE - VITALITY 5114247 DUE FROM COMMONWEALTH CARE ALLIANCE - PO MI 7035988 DUE FROM COMMONWEALTH CARE ALLIANCE - NEXT GEN MI 5078177 RIGHT TO USE ASSETS 41744619 INVESTMENTS IN SUBSIDIARIES 73199603 489928815 MEDICAL EXPENSE OBLIGATIONS 250231288 REFUNDABLE ADVANCES 131807869 DEFERRED FUNDRAISING 755255 OTHER LIABILITIES 47171 DUE TO COMMONWEALTH COMMUNITY CARE, INC. 50634686 DUE TO COMMONWEALTH CLINICAL ALLIANCE, INC. 210930221 DUE TO INSTITUTE FOR ADVANCING CONSUMER CENTERED QUALITY, INC. 4006155 DUE TO COMMONWEALTH CARE ALLIANCE MASSACHUSETTS, INC. 3161982 DUE TO COMMONWEALTH CARE ALLIANCE RHODE ISLAND, INC. 707934 RIGHT OF USE 46837434 DUE TO RELIANCE HMO MI 27129522 DUE TO RELIANCE ACO - MI 24005459 DUE TO VITALITY HEALTH PLAN CA 14478104 DUE TO RELIANCE PO MI 5696130 DUE TO RELIANCE NEXT GEN ACO MI 1862445 772291655 X PART X, LINE 2: CCA IS A TAX-EXEMPT ORGANIZATION AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (THE "CODE") AND IS GENERALLY EXEMPT FROM INCOME TAXES PURSUANT TO SECTION 501(A) OF THE CODE. THE ORGANIZATION IS REQUIRED TO ASSESS UNCERTAIN TAX POSITIONS AND HAS DETERMINED THAT THERE WERE NO SUCH POSITIONS THAT ARE MATERIAL TO THE CONSOLIDATED FINANCIAL STATEMENTS. 1 ADVOCATES INC 290 ELWOOD DAVIS ROAD SUITE 101 LIVERPOOL NY 13088 161453716 501(C)(3) 7500 0 HOST SPONSORSHIP BAY COVE HUMAN SERVICES INC 66 CANAL STREET BOSTON MA 02114 042518575 501(C)(3) 10000 0 HOST SPONSORSHIP BOSTON SELF HELP CENTER INC 1534 TREMONT STREET ROXBURY MA 02120 042649399 501(C)(3) 10000 0 HOST SPONSORSHIP COASTLINE ELDERLY SERVICES INC 863 BELLEVILLE AVE NEW BEDFORD MA 02745 042622121 501(C)(3) 15500 0 HOST SPONSORSHIP EAST BOSTON NEIGHBORHOOD HEALTH CENTER 10 GOVE STREET EAST BOSTON MA 02128 237425849 501(C)(3) 15000 0 HOST SPONSORSHIP HEALTH CARE FOR ALL ONE FEDERAL STREET BOSTON MA 02110 043071598 501(C)(3) 25000 0 HOST SPONSORSHIP HEALTH LAW ADVOCATES INC ONE FEDERAL STREET BOSTON MA 02110 043298116 501(C)(3) 12000 0 HOST SPONSORSHIP MASSACHUSETTS COALITION FOR THE HOMELESS 73 BUFFUM STREET LYNN MA 01902 222599662 501(C)(3) 7500 0 HOST SPONSORSHIP MEDICARE RIGHTS CENTER 266 WEST 37TH STREET 3RD FLOOR NEW YORK NY 10018 133505372 501(C)(3) 10000 0 HOST SPONSORSHIP NATIONAL ALLIANCE ON MENTAL ILLNESS OF MASSACHUSETTS 529 MAIN STREET BOSTON MA 02129 042777012 501(C)(3) 10000 0 HOST SPONSORSHIP PRESIDENT AND FELLOWS OF HARVARD COLLEGE 103 MASSACHUSETTS AVE CAMBRIDGE MA 02138 042103580 501(C)(3) 25000 0 HOST SPONSORSHIP VINFEN CORPORATION 950 CAMBRIDGE STREET CAMBRIDGE MA 02138 042632219 501(C)(3) 20000 0 HOST SPONSORSHIP WHITTIER STREET HEALTH CENTER 1290 TREMONT STREET ROXBURY MA 02120 042619517 501(C)(3) 10000 0 HOST SPONSORSHIP NATIONAL ASSOCIATION OF SOCIAL WORKERS INC 750 1ST ST NE WASHINGTON DC 20002 135643515 501(C)(3) 5500 0 HOST SPONSORSHIP 14 PART I, LINE 2: IN 2022, THE ORGANIZATION SPONSORED OTHER HUMAN SERVICES ORGANIZATIONS AND ORGANIZATIONS WITH SIMILAR MISSIONS. MEMBERS OF THE ORGANIZATION'S EXECUTIVE MANAGEMENT TEAM SELECT THE THIRD PARTIES THAT IT WILL SPONSOR, DETERMINE THE AMOUNT OF SPONSORSHIP AND MAINTAIN RECORDS TO SUBSTANTIATE THE CONTRIBUTIONS MADE. 1 X X X X 1 1 0 0 0 0 0 1 0 CHRISTOPHER D PALMIERI PRESIDENT & CEO, DIRECTOR 1141813 0 602000 0 163490 0 126225 0 18722 0 2052250 0 112500 0 COURTNEY MURPHY PRESIDENT OF MARKETS 540815 0 233840 0 25990 0 108206 0 40683 0 949534 0 0 0 SARAH GARRITY CMO (UNTIL 6/30/22) 253828 0 132651 0 363801 0 13725 0 8851 0 772856 0 0 0 ALFRED ENAGBARE CHIEF PEOPLE OFFICER 419280 0 159990 0 4357 0 83205 0 46400 0 713232 0 0 0 ROBERT MACARTHUR CHIEF MEDICAL OFFICER 469534 0 164477 0 2838 0 13725 0 45882 0 696456 0 0 0 SESHA MUDUNURI CHIEF OPERATING OFFICER 403007 0 150000 0 2838 0 81222 0 47061 0 684128 0 0 0 LISA FLEMING SEC CLERK CHIEF LEGAL OFFICER (UNTIL 7/18/22) 427027 0 145917 0 8382 0 13725 0 32818 0 627869 0 0 0 DONALD STIFFLER CHIEF DEVELOPMENT OFFICER 359831 0 79099 0 1460 0 79965 0 44315 0 564670 0 0 0 LAWRENCE GOTTLIEB CHIEF QUALITY OFFICER 404092 0 101227 0 8382 0 13725 0 33933 0 561359 0 0 0 MARK WAGGONER GENERAL MANAGER MARKET LEAD 310699 0 150000 0 1401 0 13725 0 34938 0 510763 0 0 0 COREY MCCARTY GENERAL MANAGER MARKET LEAD 324342 0 56577 0 26913 0 13725 0 44310 0 465867 0 0 0 SEBASTIAAN FOPPEMA GENERAL MANAGER INSTED 364640 0 77971 0 1518 0 10957 0 3439 0 458525 0 0 0 MIHIR SHAH CFO (UNTIL 4/1/22) 181678 0 221529 0 25178 0 13725 0 744 0 442854 0 0 0 DIDZIS VOLDINS SVP GENERAL COUNSEL 329770 0 55865 0 1518 0 6717 0 37713 0 431583 0 0 0 ROB CHO INTERIM CFOFINANCE LEAD (FROM 4/1/22, UNTIL 9/9/22) 264422 0 56679 0 51050 0 13725 0 26993 0 412869 0 0 0 ELIZABETH GOODMAN SEC CLERK CHIEF LEGAL OFFICER (FROM 7/18/22) 227225 0 0 0 1310 0 109677 0 15847 0 354059 0 0 0 PART I, LINES 4A-B SARAH GARRITY RECEIVED A SEVERANCE PAYMENT OF $181,455 REPORTED IN SCHEDULE J, PART II, COLUMN B(III). CCA PROVIDES MR. PALMIERI WITH A LONG-TERM BENEFIT, WHICH IF EARNED IN FULL HAS A TARGET VALUE OF $450,000. MR. PALMIERI IS ENTITLED TO PAYMENTS UNDER THIS AWARD PURSUANT TO A VESTING SCHEDULE WHICH COMBINES BOTH TIME AND PERFORMANCE BASED TARGET. UNDER THIS AWARD, MR. PALMIERI WILL RECEIVE $112,500 ON EACH OF NOVEMBER 2022 AND NOVEMBER 2, 2023, PROVIDED HE IS EMPLOYED AS CCA'S CEO AT THE TIME OF PAYOUT. THE REMAINING AMOUNT OF THE AWARD IS TO BE PAID ON NOVEMBER 2, 2023 SUBJECT TO ACHIEVEMENT OF LONG-TERM PERFORMANCE GOALS WHICH WERE SET BASED ON THRESHOLD, TARGET AND MAXIMUM CRITERIA BY THE BOARD IN ADVANCE. THE FINAL TRANCHE WILL VEST ON NOVEMBER 3, 2023 AND MR. PALMIERI WILL BE PAID AN AMOUNT BASED ON ACHIEVEMENT OF THE PERFORMANCE GOALS. IF MR. PALMIERI ACHIEVES TARGET PERFORMANCE, HE MAY EARN $225,000, HOWEVER UP TO A MAXIMUM OF $303,750 CAN BE EARNED SUBJECT TO PERFORMANCE AT THE MAXIMUM LEVEL UNDER THESE GOALS. ON OCTOBER 21, 2022, MR. PALMIERI WAS PAID $112,500 (LESS APPLICABLE TAX WITHHOLDING) UPON VESTING OF THE FIRST TRANCHE UNDER THE 2020 LONG TERM INCENTIVE. CERTAIN OFFICERS AND KEY EMPLOYEES PARTICIPATE IN THE COMMONWEALTH CARE ALLIANCE EXECUTIVE RETENTION PLAN, A NONQUALIFIED DEFERRED COMPENSATION PLAN WHICH IN 2020 WAS OFFERED TO CERTAIN MEMBERS OF THE EXECUTIVE LEADERSHIP TEAM AND SUBSEQUENTLY OFFERED TO NEWER EMPLOYEES. PAYMENTS WILL BE MADE TO THE EXECUTIVE ONLY IF THE EXECUTIVE STAYS WITH THE ORGANIZATION THROUGH THE FIVE-YEAR VESTING PERIOD AS THE PRIMARY PURPOSE OF THIS PLAN IS TO PROVIDE FOR THE RETENTION OF THE PARTICIPANTS. THE MARKET FOR EXECUTIVE TALENT IN THIS COUNTRY IS FIERCELY COMPETITIVE AND WE RECRUIT INDIVIDUALS FROM ACROSS THE COUNTRY AND FROM VARIOUS INDUSTRIES. DUTIES ARE BOTH EXTENSIVE AND COMPLEX AND REQUIRE SUBSTANTIAL AND DIVERSE EXPERIENCE AND SKILL SETS TO EXECUTE SUCCESSFULLY. PAYMENTS WILL BE MADE AT THE END OF A FIVE-YEAR PERIOD BASED ON ROLLING EFFECTIVE DATES IN AN AMOUNT EQUAL TO 90% OF THE EXECUTIVE'S BASE SALARY AS OF THE END OF THE YEAR PRIOR TO PAYOUT. ELIGIBLE PARTICIPANTS HAVE 18% OF THEIR SALARY ACCRUED FOR EACH YEAR FOR THE FIVE-YEAR PERIOD. IN 2022, 18% OF BASE SALARY FOR MS. MURPHY, DR. ENAGBARE, MS. MUDUNURI, MS. GOODMAN AND MR. STIFFLER WAS ACCRUED AND HAS BEEN INCLUDED AS DEFERRED COMPENSATION IN (SCHEDULE J, PART II, COLUMN C). AMOUNTS WILL BE REFLECTED AGAIN AS REPORTABLE COMPENSATION IN THE YEAR PAID (SCHEDULE J, PART II, COLUMN B(III)). PART I, LINE 7 BONUSES REPORTED IN PART II, COLUMN (B)(II) WERE DETERMINED BY A FIXED FORMULA BASED ON ATTAINING BOTH COMPANY AND INDIVIDUAL PERFORMANCE GOALS. THE CEO'S SHORT-TERM BONUS WAS DETERMINED BY A FIXED FORMULA BASED ON ACHIEVING PRE-ESTABLISHED COMPANY GOALS WHICH WERE APPROVED BY THE BOARD OF DIRECTORS. IN ADDITION, SIGNING BONUSES ARE INCLUDED IN PART II, COLUMN (B)(II) FOR CERTAIN INDIVIDUALS. PART II, COLUMN (B)(III): CHRISTOPHER PALMIERI RECEIVES AN ANNUAL STIPEND OF $15,000 TO PURCHASE ADDITIONAL BENEFITS OF HIS CHOOSING. THERE ARE BONUSES REPORTED ON PART II, COLUMN (B)(III) THAT ARE NOT PERFORMANCE BASED OR RELATED TO SHORT-TERM INCENTIVE PLANS. FORM 990, PART VI, SECTION B, LINE 11B THE BOARD OF DIRECTORS REVIEWS THE FORM 990 BEFORE THE RETURN IS FILED WITH THE INTERNAL REVENUE SERVICE. THE BOARD ALSO REVIEWS THE ORGANIZATION'S FINANCIAL STATEMENTS ON A QUARTERLY BASIS. FORM 990, PART VI, SECTION B, LINE 12C THE ANNUAL COMPLIANCE POLICY AND CONFLICT OF INTEREST DISCLOSURE FORMS ARE DISTRIBUTED TO CCA'S WORKFORCE WHICH INCLUDES THE BOARD, OFFICERS, AND KEY EMPLOYEES. THIS PROCESS IS OVERSEEN BY THE COMPLIANCE DEPARTMENT WHICH ALSO MONITORS THE PROCESS TO ENSURE DISCLOSURES ARE OBTAINED AND ANALYZED APPROPRIATELY. THE BOARD, OFFICERS, AND KEY EMPLOYEES ALSO RECEIVE ANNUAL TRAINING ON CONFLICTS OF INTEREST AND COMPLIANCE. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY COVERS CCA EMPLOYEES, OFFICERS AND DIRECTORS. THE POLICY CALLS FOR CONFLICT OF INTEREST ANALYSIS AND ACTUAL CONFLICTS ARE REVIEWED AND CONFLICTS DETERMINATIONS ARE MADE BY THE CHIEF COMPLIANCE OFFICER AND CHIEF LEGAL OFFICER. WHERE AN ACTUAL OR PERCEIVED CONFLICT OF INTEREST INVOLVING A TRANSACTION IS DETERMINED, THE INDIVIDUAL WITH A CONFLICT IS PROHIBITED FROM PARTICIPATING IN EITHER MANAGEMENT'S OR THE BOARD'S DELIBERATIONS AND DECISIONS IN THE TRANSACTION. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION HAS A COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS COMPRISED ENTIRELY OF INDEPENDENT DIRECTORS. THIS COMMITTEE MAKES RECOMMENDATIONS TO THE BOARD OF DIRECTORS REGARDING THE ORGANIZATION'S EXECUTIVE COMPENSATION PHILOSOPHY, EXECUTIVE COMPENSATION POLICIES AS WELL AS THE COMPENSATION STRUCTURE OF ITS PRESIDENT AND CHIEF EXECUTIVE OFFICER. AMONG OTHER THINGS, THIS COMMITTEE IS RESPONSIBLE FOR ENSURING THAT THE TOTAL COMPENSATION PROVIDED TO EXECUTIVE OFFICERS IS DETERMINED BY A FAIR AND EQUITABLE PROCESS, INFORMED BY CURRENT AND CREDIBLE MARKET PRACTICE INFORMATION, AND IS COMPLIANT WITH APPLICABLE LEGAL AND REGULATORY GUIDELINES. THE ORGANIZATION ENGAGED COMPENSATION CONSULTANTS TO PROVIDE A COMPREHENSIVE COMPENSATION ASSESSMENT AND RECOMMENDATIONS TO CREATE A REASONABLE COMPENSATION PACKAGE FOR ITS PRESIDENT AND CEO UNDER AN EMPLOYMENT AGREEMENT WITH THE CEO DATED NOVEMBER 2, 2018. THE COMMITTEE MET ON SEVERAL OCCASIONS TO REVIEW THE EXECUTIVE COMPENSATION STRUCTURE AND THE CURRENT AND PROPOSED COMPENSATION LEVELS, ALL IN THE CONTEXT OF COMPARABLE MARKET DATA. WITH REGARD TO THE CEO'S COMPENSATION, THE COMMITTEE MET WITHOUT THE CEO PRESENT TO REVIEW INDIVIDUAL ELEMENTS AND HIS TOTAL COMPENSATION AS WELL AS THE CEO'S PERFORMANCE AGAINST PRE-ESTABLISHED GOALS. IN 2022, THE COMMITTEE AND THE BOARD APPROVED THE PAYMENT OF A SHORT TERM INCENTIVE TO THE CEO BASED UPON ACHIEVEMENT OF 2021 PERFORMANCE GOALS WHICH HAD BEEN APPROVED BY THE BOARD IN 2021. IN ADDITION, IN ESTABLISHING THE CEO'S BASE SALARY AND OTHER COMPENSATION ELEMENTS UNDER THE CEO'S 2018 EMPLOYMENT CONTRACT, THE COMMITTEE RECEIVED A MARKET SURVEY PREPARED BY ITS INDEPENDENT COMPENSATION CONSULTANT. THE BOARD OF DIRECTORS VOTED TO APPROVE THE COMMITTEE'S RECOMMENDATION AND RECOMMENDED THAT THE BOARD INCREASE THE PRESIDENT AND CEO'S BASE SALARY TO BRING IT INTO ALIGNMENT WITH CURRENT MARKET DATA AND THE ORGANIZATION'S EXECUTIVE COMPENSATION PHILOSOPHY. ALL OF THE DELIBERATIONS WERE CONTEMPORANEOUSLY DOCUMENTED IN THE MINUTES OF THE COMMITTEE AND BOARD. THE COMPENSATION OF OTHER OFFICERS AND KEY EMPLOYEES ARE REVIEWED ANNUALLY AND ARE ADJUSTED BASED UPON PERFORMANCE AND IN RELATION TO MARKET VALUE OF SURVEY OF POSITIONS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FORM 990, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). IN ADDITION, THE FORM 990 WITHOUT SCHEDULE B IS AVAILABLE VIA GUIDESTAR AND THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE. FORM 990, PART XI, LINE 9: NET ADJUSTMENT GOODWILL - RELATED ENTITIES 31,952,352. NET ADJUSTMENT INTANGIBLES - RELATED ENTITIES 23,816,011. ADJUSTMENT ESTABLISHING COMMON STOCK - HMO MI -16,380,000. 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