2023-11-15T09:05:51-06:00 2022-12-31 PwC US Tax LLP 101 SEAPORT BLVD SUITE 500 BOSTON MA 02210 990 2022-01-01 814089215 POINT32HEALTH INC % SCOTT WALKER CFO POIN 6179729400 1 WELLNESS WAY CANTON MA 02021 MARK PORTER CAO & TREASURER 6179729400 2023-11-12 true MARK PORTER 999009999 ANTONIO C RUSSO P00858539 6175305000 2023-11-10 3 2022 2023-04-26 12:10:37Z CAIN HAYES 1 WELLNESS WAY CANTON MA 02021 0 false X WWW.POINT32HEALTH.ORG X 2016 MA SEE SCHEDULE O 14 13 0 0 0 0 0 0 0 0 785530 1105733 289154775 -14579179 289940305 -13473446 0 0 0 0 934958 0 0 0 0 105093 1246725 1040051 1246725 288900254 -14720171 2478649185 2458191290 30129 185311 2478619056 2458005979 X SEE SCHEDULE O false false 0 0 0 POINT32HEALTH, INC.'S PURPOSE IS TO OPERATE EXCLUSIVELY FOR THE PROMOTION OF SOCIAL WELFARE, FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF,AND TO CARRY OUT THE PURPOSES OF AND OVERSEE ORGANIZATIONS THAT: (A) ARRANGE FOR THE PROVISION OF COMPREHENSIVE HEALTH CARE SERVICES, PRIMARILY ON A PRE-PAID BASIS, MANAGED CARE PROGRAMS,AND OTHER ALTERNATIVE HEALTH CARE DELIVERY PROGRAMS, INCLUDING PROGRAMS DIRECTED PRIMARILY AT LOW INCOME RESIDENTS; (B) PROMOTE HEALTH MAINTENANCE THROUGH PROVIDING AND/OR ARRANGING FOR THE PROVISION OF HEALTH EDUCATION SERVICES; AND/OR (C) PROMOTE POSITIVE REGIONAL HEALTH PLANNING BETWEEN PROVIDERS AND CONSUMERS. POINT32HEALTH, INC.'S ACTIVITIES INCLUDE SUPERVISING, OVERSEEING, AND APPROVING STRATEGIC PLANNING FOR TAHMO, THPP, HPHC ANDOTHER ENTITIES IN THE POINT32HEALTH ENTERPRISE. 0 false false false false false false false false false false false false true true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true true false false true 0 0 true 0 false false false false false false false false X 14 13 true false false false false false false true true false false true true true true true true true true false MA X SCOTT WALKER CFO 6179729400 1 WELLNESS WAY CANTON MA 02021 CAIN HAYES PRESIDENT & CEO 2.5 47.5 X X 0 2440620 335990 MICHAEL CARSON FORMER PRESIDENT 0.0 0.0 X 0 2220842 0 UMESH KURPAD CFO 2.5 47.5 X 0 1495153 197450 DEREK ABRUZZESE SVP, CORP STRATEGY (END 4/15) 2.5 47.5 X 0 1573814 56051 THOMAS CROSWELL FORMER CEO 0.0 0.0 X 0 1500205 13348 TISA HUGHES CLERK/SECR;CHIEF LEGAL OFFICER 2.5 47.5 X 0 1189371 119513 MICHAEL SHERMAN MD CHIEF MEDICAL OFFICER 2.5 47.5 X 0 1114767 167305 PHILIP BARR EVP, PRESIDENT, MARKETS 2.5 47.5 X 0 1074785 165727 MARK PORTER SVP, CHIEF ACCOUNTING OFFICER 2.5 47.5 X 0 1045332 161168 TRACEY CARTER SVP, CHIEF ACTUARY 2.5 47.5 X 0 1035246 161767 PETE CHURCH CHIEF PEOPLE OFFICER 2.5 47.5 X 0 1013577 169588 KRISTIN LEWIS FORMER OFFICER 2.5 47.5 X 0 816127 142929 JEAN YANG FORMER OFFICER 2.5 47.5 X 0 711295 54355 PATRICIA HOWARD CHIEF OPERATIONS OFFICER 2.5 47.5 X 0 614901 127646 ROLAND PRICE TREASURER 2.5 47.5 X 0 541488 110632 SUSAN KEE FORMER ASST. CLERK 2.5 47.5 X 0 528322 61012 MARC SPOONER FORMER COO 0.0 0.0 X 0 499935 0 JOYCE MURPHY DIRECTOR, CHAIR (END 6/7) 2.0 6.0 X X 0 89000 0 EILEEN AUEN DIRECTOR, CHAIR (START 6/7) 2.0 6.0 X X 0 77625 0 MICHAEL J MCCOLGAN DIRECTOR 1.0 3.0 X 0 73000 0 MICHAEL SHEA DIRECTOR 1.0 3.0 X 0 71500 0 GREGORY D TRANTER DIR, VICE CHAIR (VC END 6/7) 1.0 3.0 X X 0 68500 0 HEDWIG VEITH WHITNEY DIRECTOR 1.0 3.0 X 0 68500 0 MYECHIA MINTER-JORDAN MD DIRECTOR 1.0 3.0 X 0 65500 0 BERTRAM L SCOTT DIRECTOR 1.0 3.0 X 0 62375 0 TODD WHITBECK DIRECTOR 1.0 3.0 X 0 62000 0 GREG SHELL DIR, VICE CHAIR (VC START 6/7) 1.0 3.0 X X 0 61000 0 IRINA SIMMONS DIRECTOR 1.0 3.0 X 0 60000 0 RAYMOND PAWLICKI DIRECTOR 1.0 3.0 X 0 59000 0 SCOTT HARTZ DIRECTOR (END 6/7) 1.0 3.0 X 0 47000 0 THOMAS O'NEILL III DIRECTOR (END 6/7) 1.0 3.0 X 0 36000 0 PETER SLAVIN MD DIRECTOR (START 8/22) 1.0 3.0 X 0 7334 0 0 19991780 2044481 0 true true false CHANGE HEALTHCARE TECHNOLOGIES 22423 NETWORK PLACE CHICAGO IL 606731224 OUTSOURCE 2308503 RYAN COLLEARY 1239 BROADWAY NEW YORK NY 10001 CONSULTING 1109379 DELOITTE CONSULTING LLP PO BOX 844717 DALLAS TX 752844717 CONSULTING 1101149 ERNST YOUNG LLP PO BOX 640382 PITTSBURGH PA 152640382 CONSULTING 955189 MICROSOFT LICENSING GP 1950 N STEMMONS FWY DALLAS TX 75207 OUTSOURCE 938325 39 0 0 1105733 1105733 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 EQUITY IN SUBSIDIARIES 524114 -14579179 -14579179 0 0 -14579179 -13473446 -14579179 0 1105733 X 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 22235 0 22235 0 0 0 9076 0 9076 0 87186 0 87186 0 0 0 15377 0 15377 0 0 37275 0 37275 0 0 0 0 0 BOARD/COMMITTEE FEES 942562 0 942562 0 ASSOCIATION DUES 3741 0 3741 0 OUTSIDE TRAINING 2646 0 2646 0 CORP. OVERHEAD EXPENSE 360 0 360 0 126267 126267 1246725 0 1246725 0 31494 74005 20402491 159714 0 0 28013 54128 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 34158468 28350006 0 0 36954590 36954590 2387074129 2392598847 2478649185 2458191290 0 48225 0 0 0 0 0 0 0 0 0 0 0 0 0 0 30129 137086 30129 185311 X 2478619056 2458005979 0 0 2478619056 2458005979 2478649185 2458191290 -14720171 -5892906 X false true true false OTHER ASSETS 1368030817 DUE FROM AFFILIATES 103895 INVESTMENT IN HPHC 1024464135 2392598847 0 DUE TO AFFILIATES 22644 INVESTMENT SETTLEMENT PAYABLE 53605 OTHER LIABILITIES 60837 137086 X FORM 990, SCHEDULE D, PART X, LINE 2 ASC 740 (FKA FIN 48) FOOTNOTE POINT32HEALTH, INC., TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC., TUFTS PUBLIC HEALTH PLANS, INC., AND HARVARD PILGRIM HEALTH CARE OF NEW ENGLAND, INC., ARE EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(4) OF THE INTERNAL REVENUE CODE ("IRC"). HARVARD PILGRIM HEALTH CARE, INC. AND POINT32HEALTH FOUNDATION, INC. ARE RECOGNIZED AS TAX-EXEMPT ORGANIZATIONS UNDER IRC SECTION 501(C)(3). THE HARVARD PILGRIM HEALTH CARE INSTITUTE, LLC IS A DISREGARDED ENTITY FOR FEDERAL INCOME TAX PURPOSES AND, THEREFORE, FOLLOWS THE TAX-EXEMPT STATUS OF HARVARD PILGRIM HEALTH CARE, INC. AS ITS SOLE CORPORATE MEMBER. ACCORDINGLY, NO PROVISION FOR FEDERAL INCOME TAXES HAS BEEN MADE IN THE ACCOMPANYING COMBINED FINANCIAL STATEMENTS. THE COMPANY BELIEVES THAT THE POSITIONS TAKEN ON ITS INCOME TAX RETURNS FOR OPEN TAX YEARS WILL BE SUSTAINED UPON EXAMINATION BY THE INTERNAL REVENUE SERVICE ("IRS"). THEREFORE, P32H HAS NOT RECORDED ANY LIABILITY FOR UNCERTAIN TAX POSITIONS UNDER ASC 740, INCOME TAXES. AS OF DECEMBER 31, 2022, THERE ARE NO UNRECOGNIZED TAX BENEFITS, AND THE COMPANY DOES NOT ANTICIPATE ANY SIGNIFICANT CHANGES IN THE AMOUNT OF UNRECOGNIZED TAX BENEFITS DURING THE NEXT TWELVE MONTHS. ---------- X true true X X X X X X true true false false false false false true true true CAIN HAYES PRESIDENT & CEO 0 1139681 0 1300939 0 0 0 308583 0 27407 0 2776610 0 0 MICHAEL CARSON FORMER PRESIDENT 0 0 0 1094842 0 1126000 0 0 0 0 0 2220842 0 0 UMESH KURPAD CFO 0 612783 0 715141 0 167229 0 184011 0 13439 0 1692603 0 157491 DEREK ABRUZZESE SVP, CORP STRATEGY (END 4/15) 0 102584 0 322799 0 1148431 0 48131 0 7920 0 1629865 0 67272 THOMAS CROSWELL FORMER CEO 0 0 0 1500205 0 0 0 13348 0 0 0 1513553 0 0 TISA HUGHES CLERK/SECR;CHIEF LEGAL OFFICER 0 473550 0 667925 0 47896 0 95697 0 23816 0 1308884 0 54100 MICHAEL SHERMAN MD CHIEF MEDICAL OFFICER 0 477368 0 538227 0 99172 0 143552 0 23753 0 1282072 0 105154 PHILIP BARR EVP, PRESIDENT, MARKETS 0 672923 0 400000 0 1862 0 155398 0 10329 0 1240512 0 0 MARK PORTER SVP, CHIEF ACCOUNTING OFFICER 0 414674 0 572879 0 57779 0 135210 0 25958 0 1206500 0 60672 TRACEY CARTER SVP, CHIEF ACTUARY 0 467132 0 470007 0 98107 0 141791 0 19976 0 1197013 0 96950 PETE CHURCH CHIEF PEOPLE OFFICER 0 513577 0 500000 0 0 0 142403 0 27185 0 1183165 0 0 PATRICIA HOWARD CHIEF OPERATIONS OFFICER 0 610822 0 0 0 4079 0 107283 0 20363 0 742547 0 0 ROLAND PRICE TREASURER 0 321763 0 160064 0 59661 0 97563 0 13069 0 652120 0 44856 SUSAN KEE FORMER ASST. CLERK 0 327011 0 158172 0 43139 0 59955 0 1057 0 589334 0 47024 MARC SPOONER FORMER COO 0 0 0 499935 0 0 0 0 0 0 0 499935 0 0 KRISTIN LEWIS FORMER OFFICER 0 397792 0 350765 0 67570 0 122986 0 19943 0 959056 0 67121 JEAN YANG FORMER OFFICER 0 251956 0 421272 0 38067 0 50184 0 4171 0 765650 0 40091 FORM 990, SCHEDULE J, PART I, LINE 1A GROSS-UP PAYMENTS THE CEO CAIN HAYES RECEIVED A GROSSED-UP SIGN-ON BONUS PAYMENT OF $35,938.93. THE TERMS OF THE PAYMENT PROVIDE FOR REPAYMENT IN FULL TO THE COMPANY IF THE CEO'S EMPLOYMENT WITH THE COMPANY ENDS FOR SPECIFIED REASONS PRIOR TO THE CEO'S THIRD ANNIVERSARY OF EMPLOYMENT. -------------------- FORM 990, SCHEDULE J, PART I, LINE 4A SEVERANCE OR CHANGE IN CONTROL PAYMENTS THE FOLLOWING SENIOR LEADERS, WHO DEPARTED THE COMPANY FOLLOWING THE CLOSE OF THE TRANSACTION, RECEIVED SEVERANCE OR CHANGE IN CONTROL PAYMENTS RELATING TO THE COMBINATION OF HARVARD PILGRIM HEALTH CARE AND TUFTS HEALTH PLAN. THESE PAYMENTS WERE DESIGNED TO RETAIN LEADERS WITH SIGNIFICANT EXPERTISE IN KEY AREAS AND TO ENSURE CONTINUITY OF OPERATIONS FOR BOTH ORGANIZATIONS THROUGH A LENGTHY AND UNCERTAIN REGULATORY REVIEW PROCESS THAT SPANNED OVER A FIFTEEN MONTH PERIOD, AS WELL AS A GLOBAL PANDEMIC: MICHAEL CARSON = $1,126,000 DEREK ABRUZZESE = $1,088,000 -------------------- FORM 990, SCHEDULE J, PART 1, LINE 4B DISCRETIONARY RETIREMENT PLAN THE ORGANIZATION'S LEADERS PARTICIPATED IN A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN SPONSORED BY THEIR EMPLOYER, POINT32HEALTH SERVICES, INC., A RELATED PARTY. THE EMPLOYEES AND AMOUNTS LISTED ON SCHEDULE J, PART II, COLUMN C REFLECT EMPLOYER CONTRIBUTIONS TO THE SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. -------------------- FORM 990, SCHEDULE J, PART 1, LINE 7 DESCRIPTION OF NONFIXED PAYMENTS ALL EMPLOYEE COMPENSATION FOR POINT32HEALTH, INC. IS PAID BY A RELATED ORGANIZATION, POINT32HEALTH SERVICES, INC. LONG-TERM INCENTIVE PLAN A LONG-TERM INCENTIVE (LTI) PLAN WAS ESTABLISHED FOR CERTAIN SENIOR LEADERS DESIGNED TO RECOGNIZE AND REWARD SIGNIFICANT ACHIEVEMENTS THAT HAVE CONTRIBUTED TO THE ORGANIZATION'S LONG-TERM STRATEGIC GOALS AND ITS FULFILLMENT OF ITS MISSION BASED ON A VARIETY OF LONG-TERM PERFORMANCE MEASURES FOR A SPECIFIED PERFORMANCE PERIOD. THE LTI PAYMENTS REPORTED IN SCHEDULE J, PART II, COLUMN B(ii) ARE BASED ON THE RESULTS OF THE ORGANIZATION'S LTI PLAN FOR THE PERFORMANCE PERIOD THAT PAID IN 2022. SHORT-TERM INCENTIVE PLAN AN ANNUAL SHORT-TERM INCENTIVE (STI) PLAN WAS ESTABLISHED TO RECOGNIZE AND REWARD PARTICIPANTS BASED ON ACHIEVING SPECIFIED ORGANIZATION AND INDIVIDUAL ANNUAL PERFORMANCE MEASURES. THE PAYMENTS REPORTED IN SCHEDULE J, PART II, COLUMN B(ii) ARE BASED ON THE RESULTS OF THE ORGANIZATION'S STI PLAN FOR THE PERFORMANCE PERIOD THAT PAID IN 2022. OTHER PAYMENTS RETENTION AND OTHER COMBINATION-RELATED PAYMENTS WERE PROVIDED TO SPECIFIC EMPLOYEES WITH EXPERTISE IN KEY AREAS TO RECOGNIZE WORK ON THE COMBINATION AND TO MAINTAIN LEADERSHIP STABILITY AND CONTINUITY OF OPERATIONS FOR BOTH ORGANIZATIONS THROUGHOUT THE LENGTHY AND UNCERTAIN REGULATORY REVIEW PROCESS RELATED TO THE COMBINATION OF HARVARD PILGRIM HEALTH CARE AND TUFTS HEALTH PLAN THAT SPANNED OVER A FIFTEEN MONTH PERIOD, AS WELL AS A GLOBAL PANDEMIC. ---------- FORM 990, SCHEDULE J, PART 1, LINE 8 INITIAL CONTRACT ALL EMPLOYEE COMPENSATION FOR POINT32HEALTH, INC. IS PAID BY A RELATED ORGANIZATION, POINT32HEALTH SERVICES, INC. THE CEO, CAIN HAYES, WAS SERVING UNDER HIS INITIAL CONTRACT WITH A RELATED ORGANIZATION TO THE FILING ORGANIZATION. -------------------- FORM 990, PART I, LINE 1 & PART III, LINE 1 DETAIL REGARDING THE ORGANIZATION'S MISSION POINT32HEALTH, INC. (P32H)'S PURPOSE IS TO GUIDE AND EMPOWER HEALTHIER LIVES FOR EVERYONE. P32H SEEKS TO OPERATE EXCLUSIVELY FOR THE PROMOTION OF SOCIAL WELFARE, FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, AND TO CARRY OUT THE PURPOSES OF AND OVERSEE ORGANIZATIONS THAT: (A) ARRANGE FOR THE DELIVERY OF COMPREHENSIVE HEALTH CARE SERVICES, ON A PREPAID BASIS, MANAGED CARE PROGRAMS, AND OTHER ALTERNATIVE HEALTH CARE DELIVERY PROGRAMS, INCLUDING PROGRAMS DIRECTED PRIMARILY AT LOW INCOME RESIDENTS; (B) PROMOTE HEALTH MAINTENANCE THROUGH PROVIDING AND/OR ARRANGING FOR THE PROVISION OF HEALTH EDUCATION SERVICES; AND/OR (C) PROMOTE POSITIVE REGIONAL HEALTH PLANNING BETWEEN PROVIDERS AND CONSUMERS. P32H WHICH WAS FORMERLY KNOWN AS HEALTH PLAN HOLDINGS, INC., IS THE SOLE CORPORATE MEMBER OF TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC. (TAHMO), TUFTS HEALTH PUBLIC PLANS, INC. (THPP) AND HARVARD PILGRIM HEALTH CARE, INC. (HPHC). ---------- FORM 990, PART VI, LINE 2 DETAIL OF FAMILY OR BUSINESS RELATIONSHIPS BUSINESS RELATIONSHIP - THE FOLLOWING INDIVIDUALS SERVED ON THE BOARDS OR WERE AN OFFICER OR KEY EMPLOYEE OF ONE OR MORE FOR PROFIT ORGANIZATIONS AFFILIATED WITH POINT32HEALTH, INC. FROM 1/1/2022 to 12/31/2022: CAIN HAYES, DIRECTOR; PRESIDENT & CEO TISA HUGHES, CLERK/SECRETARY; CHIEF LEGAL OFFICER JOYCE MURPHY, DIRECTOR; CHAIR (END 6/7/22) EILEEN AUEN, DIRECTOR; CHAIR (START 6/7/22) UMESH KURPAD, CFO ---------- FORM 990, PART VI, LINE 8B CONTEMPORANEOUS BOARD MEETING DOCUMENTATION FOR A MAJORITY OF THE TIME, THE ORGANIZATION CONTEMPORANEOUSLY DOCUMENTS MEETINGS HELD AND WRITTEN ACTIONS UNDERTAKEN BY ITS GOVERNING BODY AND COMMITTEES. HOWEVER, ON LIMITED OCCASIONS, THE GOVERNING BODY OR A COMMITTEE MAY HAVE A SERIES OF CONFERENCE CALLS AND MINUTES FOR THOSE CALLS ARE NOT APPROVED UNTIL THE NEXT MEETING. ---------- FORM 990, PART VI, LINE 11B PROCESS USED TO REVIEW THE FORM 990 THIS FORM 990 WAS PREPARED BY THE ORGANIZATION'S S EXTERNAL ACCOUNTANT, REVIEWED BY POINT32HEALTH, INC.'S FINANCE DEPARTMENT AND CERTAIN SECTIONS ARE REVIEWED FOR INPUT BY SUBJECT MATTER PERSONNEL IN OTHER DEPARTMENTS THROUGHOUT THE ORGANIZATION. THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS BEFORE FILING. ---------- FORM 990, PART VI, LINE 12C MONITORING AND ENFORCEMENT OF COMPLIANCE WITH CONFLICT OF INTEREST POLICY: THE POINT32HEALTH INC'S CONFLICT OF INTEREST (COI) POLICY AND PROCEDURES (P&P) APPLIES TO THE FILING COMPANY AS A SUBSIDIARY ORGANIZATION. THE POINT32HEALTH, INC.'S COI P&P IS REVIEWED ANNUALLY, REVISED AS NEEDED AND APPROVED UPON MATERIAL REVISIONS. THE POLICY REQUIRES ALL EMPLOYEES, INCLUDING THE PRESIDENT AND CEO AND GOVERNING BODY MEMBERS TO COMPLY WITH THE COI POLICY AND PROCESSES. ALL EMPLOYEES RECEIVE ANNUAL COMPLIANCE TRAINING WHICH INCLUDE EXPECTATIONS RELATED TO FOLLOWING THE COI P&P. THE COI P&P REQUIRES THE OFFICERS, KEY EMPLOYEES AND BOARD OF DIRECTORS OF THE TAX-EXEMPT ENTITIES TO COMPLETE AND SUBMIT AN ANNUAL DISCLOSURE SURVEY AND STATEMENT TO THE CHIEF LEGAL OFFICER (CLO) OR DESIGNEE IN THE LEGAL DEPARTMENT, LISTING ANY OUTSIDE RELATIONSHIPS, INCLUDING FINANCIAL AND/OR BOARD RELATIONSHIPS THAT THEY OR A FAMILY MEMBER HAVE WITH POINT32HEALTH, INC.'S (OR ITS SUBSIDIARIES) SUPPLIERS, PURCHASERS, PROVIDERS AND/OR COMPETITORS. ADDITIONALLY, POINT32HEALTH, INC. REQUIRES EXECUTIVE MANAGEMENT AND SENIOR MANAGEMENT (AS DEFINED IN THE COI POLICY) TO COMPLETE AND SUBMIT AN ANNUAL DISCLOSURE SURVEY AND STATEMENT TO THE CHIEF COMPLIANCE OFFICER OR DIRECTOR, CORPORATE COMPLIANCE. BY COMPLETING THE ANNUAL DISCLOSURE STATEMENT, THESE INDIVIDUALS ACKNOWLEDGE THE POINT32HEALTH COI P&P. ALL EMPLOYEES ARE REQUIRED TO REPORT THE OFFER BY AN OUTSIDE ENTITY OF GIFTS OVER $250, HONORARIA OR COVERAGE OF BUSINESS EXPENSES, OR OTHER EVENTS OR RELATIONSHIPS THAT MAY BE PERCEIVED AS CONFLICTS TO THE CHIEF COMPLIANCE OFFICER, DIRECTOR, CORPORATE COMPLIANCE OR DESIGNEE AND THE EMPLOYEE'S MANAGEMENT. BOTH MUST APPROVE BEFORE ACCEPTANCE IS ALLOWED. THERE ARE PROTOCOLS AND PROCESSES TO REVIEW ANY DISCLOSURE THAT MIGHT BE A POTENTIAL CONFLICT OF INTEREST. BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES' RESPONSES TO THE DISCLOSURE SURVEY AND STATEMENT ARE REVIEWED BY THE CLO, WHO WILL REVIEW THE SELF-DISCLOSURE WITH THE CHAIR OF THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF POINT32HEALTH, INC. AND DETERMINE EXPECTATIONS AND RECOMMENDED ACTIONS IF NEEDED. A SUMMARY REPORT OF ALL DISCLOSED ACTUAL OR POTENTIAL CONFLICTS ALONG WITH ANY RECOMMENDED ACTIONS TO ADDRESS A DISCLOSED ACTUAL OR POTENTIAL CONFLICT IS REVIEWED AND APPROVED BY THE GOVERNANCE COMMITTEE AND THE COMMITTEE'S REVIEW/FINDINGS ARE REPORTED TO THE FULL BOARD. THE CLO COMMUNICATES THE RECOMMENDED ACTIONS TO INDIVIDUAL SURVEY RECIPIENTS. THE CHIEF COMPLIANCE OFFICER IS CONSULTED AND INFORMED OF THE DECISIONS MADE BY THE CLO OR LEGAL DESIGNEE. EXECUTIVE MANAGEMENT AND SENIOR MANAGEMENT'S RESPONSES TO THE DISCLOSURE SURVEY AND STATEMENT ARE REVIEWED BY THE DIRECTOR, CORPORATE COMPLIANCE AND CHIEF COMPLIANCE OFFICER, WHO WILL REPORT TO THE CLO ANY POTENTIAL CONFLICTS ALONG WITH ANY RECOMMENDED ACTIONS TO ADDRESS THE POTENTIAL CONFLICT, IF NECESSARY. RECOMMENDED ACTIONS/EXPECTATIONS ARE COMMUNICATED BY THE DIRECTOR, CORPORATE COMPLIANCE/CHIEF COMPLIANCE OFFICER TO IMPACTED INDIVIDUALS. FOR CONFLICT DISCLOSURES INVOLVING THE CHIEF COMPLIANCE OFFICER, THE CLO WILL MAKE THE FINAL DETERMINATION. ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST THAT ARISES AFTER COMPLETION OF THE DISCLOSURE SURVEY WILL FOLLOW THE SAME REVIEW PROCESS. ---------- FORM 990, PART VI, LINE 13 WRITTEN WHISTLEBLOWER/NON-RETALIATION POLICY POINT32HEALTH, INC. IS SUBJECT TO THE WRITTEN WHISTLEBLOWER/NON-RETALIATION POLICY WITHIN THE CODE OF CONDUCT THAT WAS APPROVED BY THE BOARD OF DIRECTORS OF POINT32HEALTH, INC. ---------- FORM 990, PART VI, LINE 14 WRITTEN DOCUMENT RETENTION POLICY POINT32HEALTH, INC. IS SUBJECT TO THE WRITTEN DOCUMENT RETENTION POLICY AND RECORD RETENTION SCHEDULE OF POINT32HEALTH, INC. ---------- FORM 990, PART VI, LINES 15A & 15B PROCESS FOR DETERMINING COMPENSATION POINT32HEALTH, INC. HAS AN INDEPENDENT HUMAN RESOURCES COMMITTEE (THE "COMMITTEE") THAT ANNUALLY REVIEWS THE TOTAL REMUNERATION OPPORTUNITIES, POLICIES AND PROGRAMS OF THE CEO AND CERTAIN EXECUTIVES, INCLUDING OTHER OFFICERS AND KEY EMPLOYEES AS WELL AS INDIVIDUALS THE COMMITTEE DEEMS APPROPRIATE TO REVIEW. THE COMMITTEE IS COMPRISED OF INDEPENDENT DIRECTORS OF THE COMPANY. THE COMMITTEE CONSIDERS MARKET DATA AND ANALYSES ASSEMBLED BY INDEPENDENT AND INTERNAL COMPENSATION CONSULTANTS WITH THE GOAL TO DETERMINE EXECUTIVE TOTAL REMUNERATION THAT IS REASONABLE AND COMPETITIVE WITHIN THE INDUSTRY AND GEOGRAPHY IN WHICH POINT32HEALTH, INC. OPERATES. ---------- FORM 990, PART VI, LINE 19 PROCESS FOR MAKING DOCUMENTS AVAILABLE TO THE PUBLIC THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICY, AND ANNUAL FINANCIAL REPORT AND QUARTERLY FINANCIAL UPDATES ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. ---------- FORM 990 PART IX LINE 24 - OTHER EXPENSES DESCRIPTION:OTHER BUSINESS EXPENSES TOTAL EXPENSES:126267 PROGRAM SERVICES:MANAGEMENT AND GENERAL:126267 FUNDRAISING: HPHC FOUNDATION INC 1 WELLNESS WAY CANTON MA 02021 042708004 COMMUNITY SVC MA 501(C)(3) 12A-I HPHCINC true HPHC OF NEW ENGLAND INC 1 WELLNESS WAY CANTON MA 02021 042663394 HEALTH INS. MA 501(C)(4) N/A HPHCINC true POINT32HEALTH FOUNDATION INC 1 WELLNESS WAY CANTON MA 02021 261374263 GRANT MAKING MA 501 (C)(3) 12A TAHMO true TUFTS HEALTH PUBLIC PLANS INC 1 WELLNESS WAY CANTON MA 02021 800721489 HMO MA 501(C)(4) N/A P32H true CARE PARTNERS OF CONNECTICUT INC 1 WELLNESS WAY CANTON MA 02021 822604728 HMO CT 501(C)(4) N/A TAHMO true TUFTS ASSOC HEALTH MAINTEN ORG INC 1 WELLNESS WAY CANTON MA 02021 042674079 HMO MA 501(C)(4) N/A P32H true HPHC INC 1 WELLNESS WAY CANTON MA 02021 042452600 HEALTH INS. MA 501(C)(3) 10 P32H true CAREPARTNERS OF CT HOLDINGS LLC 1 WELLNESS WAY CANTON MA 02021 823129930 HOLDING COMPANY CT TAHMO N/A CLARION MANAGEMENT SOLUTIONS LLC 1212 CORPORATE DRIVE SUITE 225 IRVING TX 75038 822713764 CLINICAL CONSULTG DE EH NEXUS N/A EMPLOYERS HEALTH NEXUS LLC 1500 W PARK DRIVE SUITE 330 WESTBOROUGH MA 01581 882938454 HOLDING COMPANY MA HEALTH PLANS N/A EMPLOYERS HEALTH NETWORK LLC 1212 CORPORATE DRIVE SUITE 225 IRVING TX 75038 471678150 SELF INSURANCE DE EH NEXUS N/A KP VENTURES LLC SERIES B 1 KAISER PLAZA OAKLAND CA 94612 273339892 HEALTHCARE CA TAHMO N/A KP VENTURES LLC SERIES D 1 KAISER PLAZA OAKLAND CA 94612 471874366 HEALTHCARE CA TAHMO N/A HPHC INSURANCE COMPANY INC 1 WELLNESS WAY CANTON MA 020211166 043149694 HEALTH INSURANCE MA NEW HPHC HOLDCO C CORP true PLAN MARKETING INSURANCE AGENCY INC 1500 W PARK DRIVE STE 330 WESTBOROUGH MA 01581 042734281 BROKERAGE MA HEALTH PLANS C CORP true HPHC INSURANCE AGENCY INC 1 WELLNESS WAY CANTON MA 020211166 043016201 BROKERAGE MA NEW HPHC HOLDCO C CORP true HEALTH PLANS INC 1500 W PARK DRIVE STE 330 WESTBOROUGH MA 01581 042734278 TPA MA NEW HPHC HOLDCO C CORP true CARE MANAGEMENT SERVICES INC 1500 W PARK DRIVE STE 330 WESTBOROUGH MA 01581 043438779 CARE MANAGEMENT MA HEALTH PLANS C CORP true NEW HPHC HOLDING CORPORATION 1 WELLNESS WAY CANTON MA 020211166 815340662 HOLDING COMPANY DE HPHC INC C CORP true POINT32HEALTH SERVICES INC 1 WELLNESS WAY CANTON MA 02021 042985923 MANAGEMENT SVC DE TAHMO C CORP true TUFTS INSURANCE COMPANY 1 WELLNESS WAY CANTON MA 02021 043319729 INSURANCE MA P32H SRVCS C CORP true TUFTS BENEFIT ADMINISTRATORS INC 1 WELLNESS WAY CANTON MA 02021 043270923 TPA MA P32H SRVCS C CORP true TOTAL HEALTH PLAN INC 1 WELLNESS WAY CANTON MA 02021 042918943 TPA MA P32H SRVCS C CORP true TAHP BROKERAGE CORPORATION 1 WELLNESS WAY CANTON MA 02021 043072692 BROKERAGE MA P32H SRVCS C CORP true INTEGRA PARTNERS HOLDINGS INC 100 WALL ST STE 2502 NEW YORK NY 10005 453032233 MED EQUP & SUPPLY NY TAHMO C CORP true false true false false false false false false false false false false false true true false false true true TUFTS ASSOC HEALTH MAINTEN PLAN INC S 35000000 FMV