2018-11-11T23:50:09-06:00 2017-12-31 861065772 DELOITTE TAX LLP 695 TOWN CENTER DRIVE SUITE 1200 COSTA MESA CA 92626 990 2017-01-01 953826037 SCAN GROUP SCAN 5629895100 3800 KILROY AIRPORT WAY NO 100 LONG BEACH CA 908065616 CHRISTOPHER WING CHIEF EXECUTIVE OFFICER 5629895100 2018-11-09 1 DIANA MCCUTCHEN P00545657 7144367100 167.219.0.213 2018-11-09 16:59:47 PS P 829CFAD61BE1472F5C9783C6C5344F7F92BC6B75 0E4C15207DC127BDB52450F77D4060F40C3F1AE4 2017 2019-02-21 02:37:17Z CHRISTOPHER WING 3800 KILROY AIRPORT WAY NO 100 LONG BEACH CA 908065616 146759349 0 X N/A X 1983 CA TO SUPPORT THE CHARITABLE MISSION OF THE SCAN HEALTH PLAN AND THE SCAN FOUNDATION. 12 11 318 0 0 0 0 0 0 0 4979000 5254857 -60037 0 4918963 5254857 0 0 0 0 36653549 40186683 0 0 0 -35355461 -38642501 1298088 1544182 3620875 3710675 266391040 280811440 28698732 29070963 237692308 251740477 TO SUPPORT THE CHARITABLE MISSION OF THE SCAN HEALTH PLAN AND THE SCAN FOUNDATION. 0 0 SCAN GROUP IS A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION WHICH IS A SUPPORTING ORGANIZATION TO A RELATED SECTION 501(C)(3) TAX EXEMPT ORGANIZATION, SCAN HEALTH PLAN. SCAN GROUP SUPPORTS SCAN HEALTH PLAN IN ACTIVITIES IN SUPPORT OF THE MISSION OF SCAN HEALTH PLAN TO KEEP SENIORS HEALTHY AND INDEPENDENT. THESE ACTIVITIES INCLUDE RESEARCH STUDIES RELATED TO THE NEEDS OF FRAIL SENIORS. SCAN GROUP ALSO PROVIDES SUPPORT SERVICES TO THE SCAN FOUNDATION. THE SCAN FOUNDATION'S MISSION IS TO ADVANCE A COORDINATED AND EASILY NAVIGATED SYSTEM OF HIGH-QUALITY SERVICES FOR OLDER ADULTS THAT PRESERVE DIGNITY AND INDEPENDENCE. 1 0 0 0 0 0 0 0 0 0 0 1 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 62 0 1 318 1 0 0 0 0 0 0 0 0 0 0 X 12 11 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 1 0 CA X VIRGINIA HAVAI 5629895100 3800 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 908065616 LINDA ROSENSTOCK DIRECTOR 4.50 0.50 X 68750 0 0 CHRISTOBEL E SELECKY DIRECTOR 4.50 0.50 X 68750 0 0 KIM L HUNTER DIRECTOR 4.50 0.50 X 75000 0 0 THOMAS HIGGINS DIRECTOR 4.50 3.30 X 75000 35000 0 COLLEEN CAIN DIRECTOR 4.50 3.90 X 75000 37500 0 LEOBARDO ESTRADA DIRECTOR 4.95 0.55 X 83000 0 0 PATRICK SEAVER DIRECTOR 4.95 3.65 X 83000 37500 0 JENNIE CHIN-HANSEN DIRECTOR 4.95 3.75 X 83000 47000 0 ANDREW ALLOCCO DIRECTOR 4.95 0.55 X 87000 0 0 RYAN TRIMBLE DIRECTOR 4.95 3.65 X 87000 37500 0 FRANCESCA RUIZ DE LUZURIAGA CHAIRPERSON 5.40 3.40 X 115000 35000 0 CHRISTOPHER WING CHIEF EXECUTIVE OFFICER 8.00 32.00 X X 0 2293293 1187579 JANET KORNBLATT SECRETARY 8.00 32.00 X 556974 0 250095 VINOD MOHAN CHIEF FINANCIAL OFFICER 8.00 32.00 X 0 977945 489857 ROMILLA BATRA CHIEF MEDICAL OFFICER 8.00 32.00 X 0 664425 301844 CATHERINE BATTEER SVP PROVIDER INTEGRATIONS & PSHIP 8.00 32.00 X 0 820404 295321 NANCY MONK CHIEF ADMIN OFFICER 8.00 32.00 X 945650 0 436447 WILLIAM ROTH PRESIDENT 8.00 32.00 X 0 1319172 631609 RIAZ ALI CHIEF MARKETING EXECUTIVE 20.00 20.00 X 0 536262 234593 KWAN-MOON LEUNG SVP CHIEF INFORMATICS OFFICER 4.00 36.00 X 689130 0 228308 DAVID MILLIGAN SVP SALES 4.00 36.00 X 0 575874 228339 JOSH GOODE SVP CHIEF INFORMATION OFFICER 8.00 32.00 X 652175 0 280520 EVE GELB SVP HEALTHCARE SERVICES 4.00 36.00 X 0 569430 219405 PETER BEGANS SVP PUBLIC GOV'T & COMMUNITY AFFAIRS 20.00 20.00 X 532854 0 186818 SHERRY STANISLAW SVP GENERAL MANAGER, CA MARKET 4.00 36.00 X 0 660115 225933 HOLLY ACKMAN VP SALES OPERATIONS 0.00 40.00 X 354606 0 98944 ANDREW WHITELOCK CHIEF RISK EXECUTIVE 8.00 32.00 X 452221 0 149724 EMILY ARISON CVP HUMAN RESOURCES 8.00 32.00 X 471031 0 160405 JILL V SELBY CVP STRAT INIT & PROD DEV 4.00 36.00 X 491317 0 165218 ELICIA JOHNSON LEGAL COUNSEL 8.00 32.00 X 671707 0 50271 6718165 8646420 5821230 98 0 1 0 ACCENTURE LLP 161 N CLARK STREET CHICAGO IL 60601 IT CONSULTING SERVICES 2227897 ACSYS INC DBA PRIMACY 1577 NEW BRITAIN AVENUE FARMINGTON CT 06032 IT CONSULTING SERVICES 987152 INSIGHT GLOBAL LLC PO BOX 198226 ATLANTA GA 30384 IT CONSULTING SERVICES 948071 TRACE3 LLC PO BOX 844655 BOSTON MA 02284 IT CONSULTING SERVICES 746344 STRATEGIC PRODUCTS & SERVICES LLC PO BOX 5365 NEW YORK NY 10087 IT CONSULTING SERVICES 619140 48 4902501 4902501 141856848 141504492 352356 352356 352356 5254857 0 0 5254857 X 4277283 4277283 28449647 28449647 2226297 2226297 3116774 3116774 2116682 2116682 409966 409966 913714 913714 294081 294081 13337813 13337813 3156177 3156177 9264891 9264891 7136730 7136730 255909 255909 80255 80255 920966 920966 LICENSE AND DUES 894252 894252 MANAGEMENT RECRUITMENT 315149 315149 ALLOCATION TO AFFILIATE -76109597 -76109597 RECRUITMENT ADVERTISING 137665 137665 349528 349528 1544182 0 1544182 0 -22688 -4602 29896975 27454815 3950879 2601439 2330634 2593684 73985932 87425207 153746215 157726376 2503093 3014521 266391040 280811440 15383179 13979644 13315553 15091319 28698732 29070963 X 237692308 251740477 237692308 251740477 266391040 280811440 X 3710675 11337494 -1000000 X 0 1 X 1 0 X X 1 SCAN HEALTH PLAN 953858259 10 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 ASSET BACKED 16184841 F CORPORATE BONDS 88605689 F MORTGAGE BACKED SECURITIES 2899039 F US GOV. & AGENCY OBLIGATIONS 48377172 F CD SL INVESTMENT 1659635 F 157726376 DEFERRED COMPENSATION 2246201 DEFERRED RENT 12833457 SECURITY DEPOSITS 11661 15091319 X PART X, LINE 2: UNDER FASB ASC 740, INCOME TAXES, THE COMPANY IS REQUIRED TO RECOGNIZE A LIABILITY FOR EACH UNCERTAIN TAX POSITION AT THE AMOUNT ESTIMATED TO BE REQUIRED TO SETTLE THE ISSUES. AS OF DECEMBER 31, 2017, THERE WERE NO LIABILITIES RECORDED FOR UNCERTAIN TAX POSITIONS. X X X X 1 1 0 0 0 0 0 0 0 CHRISTOPHER WING CHIEF EXECUTIVE OFFICER 0 672277 0 1597472 0 23544 0 1162350 0 25229 0 3480872 0 1597472 JANET KORNBLATT SECRETARY 363396 0 165106 0 28472 0 230913 0 19182 0 807069 0 165106 0 VINOD MOHAN CHIEF FINANCIAL OFFICER 0 476549 0 482136 0 19260 0 456405 0 33452 0 1467802 0 482136 ROMILLA BATRA CHIEF MEDICAL OFFICER 0 358896 0 286321 0 19208 0 292888 0 8956 0 966269 0 286321 CATHERINE BATTEER SVP PROVIDER INTEGRATIONS & PSHIP 0 345001 0 454096 0 21307 0 293334 0 1987 0 1115725 0 454096 NANCY MONK CHIEF ADMIN OFFICER 417877 0 506161 0 21612 0 401957 0 34490 0 1382097 0 506111 0 WILLIAM ROTH PRESIDENT 0 496213 0 801347 0 21612 0 594569 0 37040 0 1950781 0 801347 RIAZ ALI CHIEF MARKETING EXECUTIVE 0 296983 0 220605 0 18674 0 208879 0 25714 0 770855 0 220605 KWAN-MOON LEUNG SVP CHIEF INFORMATICS OFFICER 325010 0 311159 0 52961 0 220502 0 7806 0 917438 0 311159 0 DAVID MILLIGAN SVP SALES 0 291353 0 263712 0 20809 0 205450 0 22889 0 804213 0 263712 JOSH GOODE SVP CHIEF INFORMATION OFFICER 373912 0 259428 0 18835 0 270849 0 9671 0 932695 0 259428 0 EVE GELB SVP HEALTHCARE SERVICES 0 263982 0 262248 0 43200 0 190978 0 28427 0 788835 0 261748 PETER BEGANS SVP PUBLIC GOV'T & COMMUNITY AFFAIRS 321207 0 155072 0 56575 0 152474 0 34344 0 719672 0 155072 0 SHERRY STANISLAW SVP GENERAL MANAGER, CA MARKET 0 312227 0 295241 0 52647 0 211080 0 14853 0 886048 0 295241 HOLLY ACKMAN VP SALES OPERATIONS 251824 0 79051 0 23731 0 87080 0 11864 0 453550 0 78901 0 ANDREW WHITELOCK CHIEF RISK EXECUTIVE 257053 0 181153 0 14015 0 145384 0 4340 0 601945 0 181003 0 EMILY ARISON CVP HUMAN RESOURCES 271255 0 180886 0 18890 0 146937 0 13468 0 631436 0 180786 0 JILL V SELBY CVP STRAT INIT & PROD DEV 286776 0 185079 0 19462 0 149356 0 15862 0 656535 0 184929 0 ELICIA JOHNSON LEGAL COUNSEL 255703 0 198790 0 217214 0 18900 0 31371 0 721978 0 198690 0 PART I, LINES 4A-B DURING 2017, THE EMPLOYMENT RELATIONSHIP OF THE FOLLOWING EMPLOYEE OF SCAN GROUP ENDED. IN CONNECTION WITH THE TERMINATION OF HER EMPLOYMENT, SCAN GROUP NEGOTIATED AND PAID SEVERANCE TO THE EMPLOYEE. ELICIA JOHNSON - SCAN GROUP - $198,556 PART I, LINES 4B: THE COMPANY PROVIDES A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN TO OFFICERS AND SENIOR VICE PRESIDENTS VIA ITS SECTION 457(F) PLAN. SUPPLEMENTAL NON-QUALIFIED PLAN PAYMENTS WERE MADE DURING THE YEAR TO THE FOLLOWING LISTED PERSONS IN PART VII: EVE GELB - $24,298 KWAN-MOON LEUNG - $33,274 SHERRY STANISLAW - $30,066 PETER BEGANS - $33,704 PURSUANT TO THE TERMS AND CONDITIONS OF THE SECTION 457(F) PLAN, A PARTICIPANT BECOMES 100% VESTED IN THE EMPLOYER CONTRIBUTION UPON THE OCCURRENCE OF ANY OF THE FOLLOWING WHILE THE PARTICIPANT IS AN EMPLOYEE: 1) THE PARTICIPANT HAS TEN YEARS OF CONTINUOUS EMPLOYMENT, COUNTING ONLY SERVICE AFTER DECEMBER 31, 2005. 2) THE PARTICIPANT REACHES THE AGE OF 62 AND HAS FIVE YEARS OF CONTINUOUS EMPLOYMENT; 3) THE PARTICIPANT'S INVOLUNTARY TERMINATION; 4) THE PARTICIPANT'S DISABILITY; OR 5) THE PARTICIPANT'S DEATH. DEFERRED COMPENSATION FOR 2017, REPORTED ON SCHEDULE J, PART II, COLUMN B AND COLUMN C CONSISTS OF THE FOLLOWING: 1) 457(F) EMPLOYER CONTRIBUTIONS SUBJECT TO VESTING TERMS AND CONDITIONS AS NOTED IN ITEMS (1) THROUGH (5) ABOVE. BASED ON THESE VESTING TERMS AND CONDITIONS, THERE IS SUBSTANTIAL RISK OF FORFEITURE. 2) 457(B) IS A DEFERRED COMPENSATION PLAN THAT EMPLOYER AND EMPLOYEE CONTRIBUTES TO, UP TO THE COMPANY'S DEFINED AND IRS ANNUAL LIMITS. 3) 403(B) QUALIFIED RETIREMENT PLAN CONTRIBUTIONS (EMPLOYER MATCH AND SAFE HARBOR) - UP TO THE IRS ANNUAL LIMITS. 4) THE COMPANY PROVIDES AN INCENTIVE PLAN TO VICE PRESIDENTS AND ABOVE. THERE ARE TWO COMPONENTS OF THE COMPANY INCENTIVE PLAN (ICP): A. ICP AWARD - PAID ON OR AROUND APRIL 1ST OF THE SUBSEQUENT YEAR. B. DEFERRED ICP AWARD - BASED ON THE VESTING TERMS AND CONDITIONS FOR THIS COMPONENT. 5) IN 2017, UPON RECOMMENDATION BY SCAN'S COMPENSATION CONSULTANT SULLIVAN COTTER, THE COMPENSATION COMMITTEE APPROVED THE ELIMINATION OF THE DEFERRAL PORTION OF THE INCENTIVE COMPENSATION PLAN. THE RECOMMENDATION BY SULLIVAN COTTER TO DISCONTINUE THE DEFERRAL COMPONENT OF THE PLAN WAS BASED ON BEST PRACTICES OF OTHER SIMILARLY SITUATED ORGANIZATIONS. THE ELIMINATION OF THE DEFERRAL COMPONENT RESULTED IN DISTRIBUTION TO ALL PARTICIPANTS OF ANY PREVIOUSLY UNPAID CONTRIBUTIONS, EXCEPT IN CERTAIN INDIVIDUAL CIRCUMSTANCES THAT ARE GOVERNED BY THE LAW, IN WHICH CASE SCAN ADHERED TO THE GOVERNING PRACTICES. THE COMPENSATION RELATED TO THE ELIMINATION OF THE DEFERRAL COMPONENT WAS REPORTED ON SCHEDULE J, PART II, COLUMN B(II), BONUS & INCENTIVE COMPENSATION AND COLUMN (F) COMPENSATION IN COLUMN (B) REPORTED AS DEFERRED ON PRIOR FORM 990. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE ACCOUNTING FIRM OF DELOITTE TAX, LLP WORKING IN CONJUNCTION WITH SCAN'S FINANCE DEPARTMENT. SCAN HEALTH PLAN'S DIRECTOR OF ACCOUNTING HAS DIRECT RESPONSIBILITY FOR THIS EFFORT, SUBJECT TO SUPERVISION BY THE VICE PRESIDENT AND CONTROLLER OF SCAN HEALTH PLAN. AFTER AN INITIAL DRAFT OF THE FORM 990 IS PREPARED, IT IS CIRCULATED FOR REVIEW AND COMMENT BY RELEVANT MEMBERS OF THE EXECUTIVE TEAM WHO HAVE RESPONSIBILITY FOR AND/OR KNOWLEDGE REGARDING THE VARIOUS MATTERS DISCLOSED AND/OR DESCRIBED IN THE FORM. THE GENERAL COUNSEL, IN PARTICULAR, REVIEWS THE FORM 990 AND ENSURES ACCURACY OF DESCRIPTIONS AND THAT DISCLOSURE IS COMPLETE. THE DRAFT FORM 990 IS REVIEWED IN PERTINENT PART BY THE COMPENSATION COMMITTEE OF THE BOARD; THE FORM 990 IS REVIEWED IN ITS ENTIRETY BY THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS OF SCAN GROUP, AND ALL MEMBERS OF THE BOARD OF DIRECTORS AFTER IT IS PREPARED, BUT PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C SCAN GROUP REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY THROUGH ANNUAL CIRCULATION OF A CONFLICT OF INTEREST POLICY AND DISCLOSURE QUESTIONNAIRE WHICH ALL MEMBERS OF THE BOARD OF DIRECTORS, OFFICERS AND MEMBERS OF EXECUTIVE MANAGEMENT WERE REQUIRED TO COMPLETE AND SIGN. IN ADDITION, THERE IS ANNUAL MANDATORY COMPLIANCE EDUCATION AND TRAINING AND SCAN'S COMPLIANCE DEPARTMENT IS RESPONSIBLE FOR ENFORCEMENT OF SCAN'S ROBUST COMPLIANCE PROGRAM, INCLUDING SCAN'S CODE OF CONDUCT AND COMPLIANCE-RELATED POLICIES AND PROCEDURES. MEMBERS OF THE EXECUTIVE TEAM ALSO HAVE RESPONSIBILITY FOR ENFORCEMENT. THE LEGAL DEPARTMENT OF SCAN GROUP REVIEWS ALL CONTRACTUAL RELATIONSHIPS ENTERED INTO BY THE ORGANIZATION AND SCAN'S GENERAL COUNSEL IS RESPONSIBLE FOR MONITORING THE CONFLICT OF INTEREST QUESTIONNAIRE. THE LEGAL DEPARTMENT OF SCAN GROUP MONITORS AND ENFORCES ADHERENCE TO THESE POLICIES ON AN ONGOING BASIS. FORM 990, PART VI, SECTION B, LINE 15B THE PROCESS FOR DETERMINING THE COMPENSATION OF THE CHIEF EXECUTIVE OFFICER (CEO) OF SCAN HEALTH PLAN IS CONDUCTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SCAN GROUP, ALL THE VOTING MEMBERS OF WHICH ARE INDEPENDENT PERSONS. THE CEO IS THEN COMPENSATED BY A RELATED ORGANIZATION, SCAN HEALTH PLAN. IN DETERMINING THE COMPENSATION OF THE CEO, THE COMPENSATION COMMITTEE WORKS WITH AND RELIES UPON THE COUNSEL AND EXPERTISE OF AN OUTSIDE COMPENSATION CONSULTANT WITH WELL-ESTABLISHED EXPERIENCE AND EXPERTISE IN THE AREA OF NONPROFIT HEALTH CARE ORGANIZATIONS, EXECUTIVE COMPENSATION, AND COMPLIANCE WITH THE INTERMEDIATE SANCTIONS REQUIREMENTS APPLICABLE TO SUCH COMPENSATION. THE COMPENSATION CONSULTANT PROVIDES AN EXECUTIVE COMPENSATION REPORT TO THE COMPENSATION COMMITTEE EACH YEAR WHICH FURNISHES THE BASIS FOR DETERMINING THE CEO'S COMPENSATION PACKAGE DURING THE FOLLOWING YEAR. THE EXECUTIVE COMPENSATION REPORT IS BASED ON A REVIEW OF THE EXECUTIVE COMPENSATION PRACTICES OF A VARIETY OF ORGANIZATIONS CONSIDERED COMPARABLE TO SCAN HEALTH PLAN BASED UPON CERTAIN INDUSTRY STANDARD METRICS. THE COMPENSATION COMMITTEE DELIBERATES ON THE ISSUE OF THE CEO'S COMPENSATION PACKAGE IN CONSIDERATION OF THE EXECUTIVE COMPENSATION REPORT. QUESTIONS ARE ASKED OF, AND ANSWERED BY THE COMPENSATION CONSULTANT, REGARDING SUCH REPORT AND OTHER MATTERS RELEVANT TO SUCH PACKAGE. BASED ON THESE DELIBERATIONS, THE COMPENSATION COMMITTEE MAKES A RECOMMENDATION TO THE BOARD OF DIRECTORS OF SCAN GROUP REGARDING THE COMPENSATION PACKAGE FOR THE CEO FOR THE FOLLOWING YEAR. THE FULL BOARD OF DIRECTORS OF SCAN GROUP DELIBERATES AND THEN VOTES ON SUCH RECOMMENDATION; THE CEO IS RECUSED FOR THE ENTIRETY OF SUCH DELIBERATIONS AND VOTE. THE MINUTES OF THE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS FOR THESE MEETINGS ARE PREPARED SUBSTANTIALLY CONTEMPORANEOUSLY AND SUBSTANTIATE SUCH DELIBERATIONS AND DECISIONS. THE OUTSIDE COMPENSATION CONSULTANT PROVIDING THE EXECUTIVE COMPENSATION REPORT AND GUIDANCE RELATED TO THE 2017 SALARY PACKAGE WAS SULLIVAN COTTER. THE PROCESS FOR DETERMINING THE COMPENSATION OF THE CHIEF FINANCIAL OFFICER (CFO) OF SCAN HEALTH PLAN FOLLOWS THE SAME PROCESS AS DESCRIBED ABOVE FOR THE CEO. THE PROCESS FOR DETERMINING THE COMPENSATION OF OFFICERS AND KEY EMPLOYEES OF SCAN HEALTH PLAN AND SCAN GROUP IS CONDUCTED BY THE HUMAN RESOURCES DEPARTMENT OF SCAN GROUP AND CHIEF EXECUTIVE OFFICER (CEO) OF SCAN HEALTH PLAN, WITH THE APPROVAL OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SCAN GROUP. ALL OF THE VOTING MEMBERS OF THE COMPENSATION COMMITTEE ARE INDEPENDENT PERSONS. IN DETERMINING EACH EMPLOYEE'S COMPENSATION, THE HUMAN RESOURCES DEPARTMENT AND COMPENSATION COMMITTEE WORK WITH AND RELY UPON THE COUNSEL AND EXPERTISE OF AN OUTSIDE COMPENSATION CONSULTANT WITH WELL-ESTABLISHED EXPERIENCE AND EXPERTISE IN THE AREA OF NONPROFIT HEALTH CARE ORGANIZATIONS, EXECUTIVE COMPENSATION, AND COMPLIANCE WITH THE INTERMEDIATE SANCTIONS REQUIREMENTS APPLICABLE TO SUCH COMPENSATION. THE COMPENSATION CONSULTANT PROVIDES AN EXECUTIVE COMPENSATION REPORT TO THE HUMAN RESOURCES DEPARTMENT EACH YEAR WHICH FURNISHES THE BASIS FOR THE DETERMINATION OF EACH EMPLOYEE'S COMPENSATION PACKAGE DURING THE FOLLOWING YEAR. THE EXECUTIVE COMPENSATION REPORT IS BASED ON A REVIEW OF THE EXECUTIVE COMPENSATION PRACTICES OF A VARIETY OF ORGANIZATIONS CONSIDERED COMPARABLE TO SCAN HEALTH PLAN BASED ON VARIOUS METRICS. THE CHIEF EXECUTIVE OFFICER (CEO) MAKES A RECOMMENDATION TO THE COMPENSATION COMMITTEE WITH RESPECT TO EACH EMPLOYEE'S COMPENSATION PACKAGE IN LIGHT OF THE EXECUTIVE COMPENSATION REPORT. AT THE COMPENSATION COMMITTEE MEETING ADDRESSING SUCH MATTERS, QUESTIONS ARE ASKED OF, AND ANSWERED BY, THE COMPENSATION CONSULTANT, REGARDING THEIR REPORT AND OTHER MATTERS RELEVANT TO THE PACKAGE; PURSUANT TO THEIR DELIBERATIONS, THE COMPENSATION COMMITTEE MAKES A DECISION REGARDING THE COMPENSATION PACKAGE FOR EACH EMPLOYEE FOR THE FOLLOWING YEAR. THE MINUTES OF THE COMPENSATION COMMITTEE FOR THIS MEETING ARE PREPARED SUBSTANTIALLY CONTEMPORANEOUSLY AND SUBSTANTIATE SUCH DELIBERATIONS AND DECISIONS. THE OUTSIDE COMPENSATION CONSULTANT PROVIDING THE EXECUTIVE COMPENSATION REPORT AND GUIDANCE RELATED TO THE 2017 SALARY PACKAGE WAS SULLIVAN COTTER. IN 2017, UPON RECOMMENDATION BY SCAN'S COMPENSATION CONSULTANT SULLIVAN COTTER, THE COMPENSATION COMMITTEE APPROVED THE ELIMINATION OF THE DEFERRAL PORTION OF THE INCENTIVE COMPENSATION PLAN. THE RECOMMENDATION BY SULLIVAN COTTER TO DISCONTINUE THE DEFERRAL COMPONENT OF THE PLAN WAS BASED ON BEST PRACTICES OF OTHER SIMILARLY SITUATED ORGANIZATIONS. THE ELIMINATION OF THE DEFERRAL COMPONENT RESULTED IN DISTRIBUTION TO ALL PARTICIPANTS OF ANY PREVIOUSLY UNPAID CONTRIBUTIONS, EXCEPT IN CERTAIN INDIVIDUAL CIRCUMSTANCES THAT ARE GOVERNED BY THE LAW, IN WHICH CASE SCAN ADHERED TO THE GOVERNING PRACTICES. FORM 990, PART VI, SECTION C, LINE 19 SCAN GROUP'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE NOT MADE AVAILABLE TO THE PUBLIC. SCAN GROUP MAKES ITS FORM 990, WHICH CONTAINS FINANCIAL INFORMATION, AVAILABLE FOR PUBLIC INSPECTION. FORM 990, PART IX, LINE 11G OUTSIDE SERVICES : PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 13,337,813. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 13,337,813. FORM 990, PART IX, LINE 24E PROPERTY TAX: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 130,960. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 130,960. MISCELLANEOUS FEES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 127,950. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 127,950. MISCELLANEOUS EXPENSES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 73,889. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 73,889. EMPLOYMENT REFERRAL: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 10,000. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 10,000. OTHER TAXES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 6,729. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 6,729. FORM 990, PART XI, LINE 9: FUND BALANCE TRANSFER TO SCAN CALIFORNIA MANAGEMENT COMPANY -1,000,000. SCAN HEALTH PLAN 3800 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 953858259 MEDICARE ADVANTAGE CA 501(C)(3) 10 SCAN GROUP 1 THE SCAN FOUNDATION 3800 KILROY AIRPORT WAY SUITE 400 LONG BEACH CA 90806 450552845 GRANT MAKING CA 501(C)(3) 12B SCAN GROUP 1 SCAN HEALTH PLAN ARIZONA 3800 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 731729007 MEDICARE ADVANTAGE AZ 501(C)(4) N/A SCAN GROUP 1 SCAN HEALTHCHECK ASSESSMENT CENTERS INC 3800 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 462962358 HEALTHCARE CA N/A C 1 SCAN CALIFORNIA MANAGEMENT COMPANY 3800 KILROY AIRPORT WAY SUITE 100 LONG BEACH CA 90806 462951831 MANAGEMENT CA SCAN GROUP C -713263 1179205 1.00000 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 SCAN HEALTH PLAN Q 72196153 BOOK VALUE THE SCAN FOUNDATION Q 345102 BOOK VALUE SCAN CALIFORNIA MANAGEMENT COMPANY B 1000000 BOOK VALUE PART V, LINE 2: THE PERCENTAGE OF ALLOCATION TO AFFILIATED COMPANIES IS DETERMINED BASED ON ESTIMATED PERCENTAGE OF TIME WORKED, PERCENTAGE OF HEADCOUNTS, PERCENTAGE OF SCAN MEMBERSHIP, AND/OR THE PERCENTAGE OF BID SUBMISSIONS, AS APPROPRIATE BASED ON THE NATURE OF THE EXPENSE.