2021-11-15T08:57:25-06:00 2020-12-31 420714325 RSM US LLP 80 CITY SQUARE BOSTON MA 021293742 990 2020-01-01 043756900 COMMONWEALTH CARE ALLIANCE INC COMM 6174260600 30 WINTER STREET BOSTON MA 02108 MIHIR SHAH TREASURER & CFO 6174260600 2021-11-15 1 MIHIR SHAH 999009999 LYNNE JOHNSON P00757336 6179129000 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z CHRISTOPHER D PALMIERI 30 WINTER STREET BOSTON MA 02108 1859631440 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. 11 10 1690 12 0 0 0 0 1540548178 1797212518 3617066 3016076 616817 1164828 1544782061 1801393422 230292 296451 0 0 102203731 138956384 0 0 0 1420906809 1595246344 1523340832 1734499179 21441229 66894243 405019704 585038382 276030718 386729111 128988986 198309271 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 1554390617 296451 1798377346 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 TWO ORGANIZATIONS THAT OFFERS ONE CARE TO INDIVIDUALS AGED 18 TO 64 RESIDENT IN THE COMMONWEALTH OF MASSACHUSETTS. 1554390617 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 4152 0 1 1690 1 0 0 0 0 0 0 0 0 0 0 1 0 X 11 10 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X LISA FLEMING SECRETARY & CLERK CHIEF LEGAL OFFICER 6174260600 30 WINTER STREET BOSTON MA 02108 CHRISTOPHER D PALMIERI PRESIDENT & CEO, DIRECTOR 20.00 20.00 X X 2292378 0 161205 CHARLES CARR DIRECTOR 3.00 2.00 X 0 0 0 LEN FISHMAN DIRECTOR 3.00 2.00 X 0 0 0 TEJAL GANDHI MD DIRECTOR 3.00 2.00 X 0 0 0 ROBERT GITTENS CHAIR OF THE BOARD 3.00 2.00 X 0 0 0 IRA GOTTLIEB DIRECTOR 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 3.00 2.00 X 0 0 0 JOSEPH PADUDA DIRECTOR 3.00 2.00 X 0 0 0 J GARRETT PARKER JR DIRECTOR (UNTIL OCT. 2020) 3.00 2.00 X 0 0 0 CAROL RAPHAEL VICE CHAIR OF THE BOARD 3.00 2.00 X 0 0 0 NANCY TURNBALL DIRECTOR (UNTIL DEC. 2020) 3.00 2.00 X 0 0 0 MIHIR SHAH TREASURER & CFO 20.00 20.00 X 683545 0 51939 LISA FLEMING SECRETARY & CLERK, CHIEF LEGAL OFFICER 20.00 20.00 X 519022 0 67954 COURTNEY MURPHY CHIEF OPERATING OFFICER 20.00 20.00 X 747528 0 93093 ROBERT MACARTHUR CHIEF MEDICAL OFFICER 25.00 15.00 X 560473 0 85376 SARAH GARRITY CHIEF MARKETING OFFICER 40.00 0.00 X 466840 0 33908 ALFRED ENAGBARE CHIEF PEOPLE OFFICER 25.00 15.00 X 391382 0 79693 LAWRENCE GOTTLIEB CHIEF QUALITY OFFICER 40.00 0.00 X 494333 0 45638 JAMES MORAN CHIEF COMPLIANCE OFFICER 40.00 0.00 X 399164 0 56166 PEGGY JOHNSON DOCTOR 40.00 0.00 X 382165 0 27829 KALYAN NARAYANAN CHIEF INFORMATION OFFICER 40.00 0.00 X 391821 0 16647 DAWN MILSTEAD SENIOR VICE PRESIDENT CLINICAL OPERATIONS 40.00 0.00 X 370947 0 42326 7699598 0 761774 505 0 1 0 TEMPUS UNLIMITED INC 43 OLD COLONY AVE QUINCY MA 02170 HEALTHCARE & TECHNOLOGY 64729465 STAVROS CENTER FOR INDEPENDENT LIVING I PO BOX 2130 210 OLD FARM ROAD AMHERST MA 01004 HEALTHCARE & TECHNOLOGY 55374588 NORTHEAST ARC INC 64 HOLTON ST DANVERS MA 01923 HEALTHCARE & TECHNOLOGY 42690415 PUBLIC CONSULTING GROUP INC 148 STATE STREET BOSTON MA 02109 CONSULTING 7445518 NATIONSOTC LLC 8050 SW 10TH STREET SUITE 4200 PLANTATION FL 33324 CONSULTING 3719600 779 ENROLLEE FEES 621300 1796568951 1796568951 GRANT REVENUE 900099 643567 643567 1797212518 3254094 3254094 58000000 58230455 7563 -230455 -7563 -238018 -238018 MISCELLANEOUS 900099 1164828 1164828 1164828 1801393422 1798377346 0 3016076 296451 296451 5637137 5637137 95735470 95735470 5229657 5229657 20563124 20563124 11790996 11790996 1131089 1131089 1397095 1397095 469600 469600 262450 262450 2287767 2287767 2835778 2835778 2880382 2880382 1003089 1003089 583196 583196 377641 377641 6361850 6361850 1448421 1448421 MEDICAL EXPENSES 1301228920 1301228920 CAPITATION EXPENSES 252865246 252865246 CLAIMS ADJUDICATION 19447466 19447466 DUES & SUBSCRIPTIONS 666354 666354 1734499179 1554390617 180108562 0 17291856 5063156 165080 165162 179662989 137652320 3519842 6636522 36979659 12875846 23566969 24103813 119626177 277946226 1404999 565000 59781792 132906183 405019704 585038382 30563964 38679832 245466754 348049279 276030718 386729111 X 128988986 198309271 128988986 198309271 405019704 585038382 66894243 2426042 0 X 0 1 X 1 1 1 X 5150 5150 833793457 1029992170 1257805887 1541164995 1798377347 6461133856 833798607 1029992170 1257805887 1541164995 1798377347 6461139006 5000 5000 0 5000 5000 6461134006 100258 103606 1254268 3608988 3254094 8321214 100258 103606 1254268 3608988 3254094 8321214 833898865 1030095776 1259060155 1544773983 1801631441 6469460220 0.99870 0.99910 0.00130 0.00090 X 0 1 0 0 0 0 1 2009252 0 1 232812 2242064 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. 119298 119298 2498744 396364 2102380 13118511 3456933 9661578 5955279 3858803 2096476 15287827 5163746 10124081 24103813 ASSETS LIMITED AS TO USE 3951180 DUE FROM COMMONWEALTH COMMUNITY CARE, INC 35402017 DEPOSITS 127344 DUE FROM COMMONWEALTH CLINICAL ALLIANCE, INC 87794900 DUE FROM INSTITUTE FOR ADVANCING CONSUMER CENTERED QUALITY, INC. 1330742 ADVANCE ROYALTIES - LIFEPOD SOLUTIONS, INC. 4300000 132906183 MEDICAL EXPENSE OBLIGATIONS 165164443 REFUNDABLE ADVANCES 59636499 DEFERRED RENT 5267155 DEFERRED FUNDRAISING 874679 OTHER LIABILITIES 327133 DUE TO COMMONWEALTH COMMUNITY CARE, INC 26823467 DUE TO COMMONWEALTH CLINICAL ALLIANCE, INC 88684022 DUE TO INSTITUTE FOR ADVANCING CONSUMER CENTERED QUALITY, INC. 324097 ADVANCED ROYALTIES - LIFEPOD SOLUTIONS, INC. 947784 348049279 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 HEALTHCARE FOR ALL ONE FEDERAL ST BOSTON MA 02110 043071598 501(C)(3) 25000 HOST SPONSORSHIP BOSTON CENTER FOR INDEPENDENT LIVING 60 TEMPLE PLACE BOSTON MA 02111 042546595 501(C)(3) 22500 HOST SPONSORSHIP DISABILITY POLICY CONSORTIUM INC 11 DARTMOUTH STREET SUITE 301 MALDEN MA 02148 043570281 501(C)(3) 15000 HOST SPONSORSHIP HEALTH LAW ADVOCATES INC ONE FEDERAL ST BOSTON MA 02110 043298116 501(C)(3) 10000 HOST SPONSORSHIP MEDICARE RIGHTS CENTER 266 WEST 37TH STREET 3RD FLOOR NEW YORK NY 10018 133505372 501(C)(3) 10000 HOST SPONSORSHIP MERRIMACK VALLEY FOOD BANK INC PO BOX 8638 LOWELL MA 01853 223241609 501(C)(3) 20000 HOST SPONSORSHIP NATIONAL ASSOCIATION OF SOCIAL WORKERS INC 750 1ST ST NE STE 800 WASHINGTON DC 20002 135643515 501(C)(3) 5500 HOST SPONSORSHIP THE FOOD BANK OF WESTERN MASSACHUSETTS INC PO BOX 160 97 N HATFIELD ROAD HATFIELD MA 01038 042751023 501(C)(3) 30000 HOST SPONSORSHIP THE GREATER BOSTON FOOD BANK INC 70 SOUTH BAY AVENUE BOSTON MA 02118 042717782 501(C)(3) 25000 HOST SPONSORSHIP WORCESTER COUNTY FOOD BANK INC 474 BOSTON TURNPIKE SHREWSBURY MA 01545 043071457 501(C)(3) 20000 HOST SPONSORSHIP 10 0 PART I, LINE 2: IN 2020, 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. X 1 1 X X X X 0 1 0 0 0 0 0 1 1 1 CHRISTOPHER D PALMIERI PRESIDENT & CEO, DIRECTOR 1016221 0 340848 0 935309 0 125325 0 35880 0 2453583 0 833333 0 COURTNEY MURPHY CHIEF OPERATING OFFICER 533086 0 213757 0 685 0 48451 0 44642 0 840621 0 0 0 MIHIR SHAH TREASURER & CFO 514148 0 168686 0 711 0 46576 0 5363 0 735484 0 0 0 ROBERT MACARTHUR CHIEF MEDICAL OFFICER 407174 0 150352 0 2947 0 42895 0 42481 0 645849 0 0 0 LISA FLEMING SECRETARY & CLERK, CHIEF LEGAL OFFIC 381113 0 133385 0 4524 0 39502 0 28452 0 586976 0 0 0 LAWRENCE GOTTLIEB CHIEF QUALITY OFFICER 367434 0 118194 0 8705 0 12825 0 32813 0 539971 0 0 0 SARAH GARRITY CHIEF MARKETING OFFICER 341057 0 121259 0 4524 0 12825 0 21083 0 500748 0 0 0 ALFRED ENAGBARE CHIEF PEOPLE OFFICER 387025 0 0 0 4357 0 37200 0 42493 0 471075 0 0 0 JAMES MORAN CHIEF COMPLIANCE OFFICER 329071 0 68517 0 1576 0 12825 0 43341 0 455330 0 0 0 DAWN MILSTEAD SENIOR VICE PRESIDENT CLINICAL OPERA 300283 0 66166 0 4498 0 12825 0 29501 0 413273 0 0 0 PEGGY JOHNSON DOCTOR 328880 0 48779 0 4506 0 12825 0 15004 0 409994 0 0 0 KALYAN NARAYANAN CHIEF INFORMATION OFFICER 326393 0 63852 0 1576 0 12825 0 3822 0 408468 0 0 0 PART I, LINE 1A THE LONG-TERM INCENTIVE PAYMENT TO THE PRESIDENT, MR. PALMIERI, WAS GROSSED UP AND IT IS TREATED AS TAXABLE COMPENSATION TO THE PRESIDENT. PART I, LINE 4B UNDER MR. PALMIERI'S ORIGINAL EMPLOYMENT CONTRACT, HE WAS AWARDED A $500,000 (NET OF TAX) LONG-TERM INCENTIVE PAYABLE ON THE FIFTH ANNIVERSARY OF HIS EMPLOYMENT, NOVEMBER 2, 2020. THE PAYOUT AMOUNT IS DISCLOSED IN PART II, COLUMN B(III) AND INCLUDES PAYMENTS ON FICA, FEDERAL AND STATE WITHHOLDING TAXES. CCA WILL PROVIDE MR. PALMIERI WITH AN ADDITIONAL LONG-TERM INCENTIVE BENEFIT WHICH SHALL BE PAID OVER THREE YEARS BEGINNING ON NOVEMBER 2, 2021 SO LONG AS MR. PALMIERI REMAINS EMPLOYED AS PRESIDENT AND CEO. THE LONG-TERM INCENTIVE SHALL HAVE A TARGET VALUE OF $450,000. A PAYMENT IS SET TO PAY EACH OF THE THREE YEARS ON NOVEMBER 2ND AS LONG AS MR. PALMIERI REMAINS EMPLOYED AS CCA'S PRESIDENT AND CEO. 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. PAYMENTS WILL BE MADE TO THE EXECUTIVE ONLY IF THE EXECUTIVE STAYS WITH THE ORGANIZATION THROUGH 2024 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 AN EFFECTIVE DATE OF JANUARY 1, 2020 THROUGH DECEMBER 31, 2021 IN AN AMOUNT EQUAL TO 90% OF THE EXECUTIVE'S BASE SALARY ON DECEMBER 31, 2024. IN 2020, 7.5% OF BASE SALARY FOR MR. SHAH, MS. FLEMING, MS. MURPHY, DR. MACARTHUR AND DR. ENAGBARE 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 AND PRO-RATED BASED ON AN EMPLOYEE'S DATE OF HIRE AS APPLICABLE. 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. PART I, LINE 8 THE ORGANIZATION ENTERED INTO A THREE-YEAR EMPLOYMENT CONTRACT WITH ITS PRESIDENT AND CEO, CHRISTOPHER PALMIERI, ON NOVEMBER 2, 2015 "(THE 2015 CONTRACT)." THE TERMS OF THIS CONTRACT SET FORTH BASE SALARY, SHORT AND LONG-TERM INCENTIVES, RELOCATION, HEALTH AND WELFARE BENEFITS, SEVERANCE PROVISIONS AND OTHER CUSTOMARY TERMS AND RESTRICTIVE COVENANTS. UNDER THIS CONTRACT, MR. PALMIERI WAS AWARDED A $500,000 (NET OF TAX) LONG-TERM INCENTIVE PAYABLE ON THE FIFTH ANNIVERSARY OF HIS EMPLOYMENT, NOVEMBER 2, 2020. ON DECEMBER 18, 2017, THE ORGANIZATION'S BOARD OF DIRECTORS AMENDED THE TERMS OF THIS LONG TERM INCENTIVE AWARD SO THAT IF MR. PALMIERI'S EMPLOYMENT WITH THE ORGANIZATION IS TERMINATED PRIOR TO NOVEMBER 3, 2020 DUE TO ONE OF THE FOLLOWING TERMINATION EVENTS (AS DEFINED IN THE PALMIERI EMPLOYMENT CONTRACT): (A) A CCA NOTICE TERMINATION, (B) A DEATH OR DISABILITY TERMINATION OR A (C) GOOD REASON TERMINATION, MR. PALMIERI SHALL BE ENTITLED TO RECEIVE A PRO RATA PORTION OF THE LONG-TERM INCENTIVE BENEFIT BASED ON THE NUMBER OF MONTHS HE IS EMPLOYED BY THE ORGANIZATION, INCLUDING THE MONTH OF TERMINATION. MR. PALMIERI WAS PAID $500,000 INCLUDING GROSSED UP AMOUNTS IN 2020 AND THE AMOUNT IS REPORTED IN PART II, COLUMN B(III). IN ACCORDANCE WITH TERM OF THE CEO'S EMPLOYMENT CONTRACT, THE BOARD OF DIRECTORS APPROVED A NEW EMPLOYMENT CONTRACT BETWEEN MR. PALMIERI AND THE ORGANIZATION EFFECTIVE NOVEMBER 2, 2018 (THE "2018 CONTRACT"). THE 2018 CONTRACT ESTABLISHED A NEW BASE SALARY AND OTHER COMPENSATION ELEMENTS FOR MR. PALMIERI. PART II, COLUMN (B)(III): CHRISTOPHER PALMIERI RECEIVES AN ANNUAL STIPEND OF $35,000 TO PURCHASE ADDITIONAL BENEFITS OF HIS CHOOSING. 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 FORMS ARE DISTRIBUTED TO THE BOARD, OFFICERS, AND KEY EMPLOYEES, AND THE COMPLIANCE DEPARTMENT MONITORS FOR COMPLETION ANNUALLY. 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 FOR EMPLOYEES OF DIRECTOR LEVEL AND ABOVE (DIRECTOR, SENIOR DIRECTOR, VICE PRESIDENT, SENIOR VICE PRESIDENT). 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 THE 2018 EMPLOYMENT AGREEMENT. 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 2021, THE COMMITTEE AND THE BOARD APPROVED THE PAYMENT OF A SHORT TERM INCENTIVE TO THE CEO BASED UPON ACHIEVEMENT OF 2020 PERFORMANCE GOALS WHICH HAD BEEN APPROVED BY THE BOARD IN 2020. 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. 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