2018-11-05T14:44:30-06:00 2017-12-31 521855942 TATE AND TRYON 2021 L STREET NW SUITE 400 WASHINGTON DC 20036 990 2017-01-01 131088150 HEALTHCARE DISTRIBUTION ALLIANCE HEAL 7038850268 901 NORTH GLEBE ROAD NO 1000 ARLINGTON VA 22203 ANN BITTMAN EVP AND COO 7037870000 2018-11-05 1 R MICHAEL SORRELLS P00001737 2022932200 216.59.105.130 2018-11-05 14:44:28 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 5BC65B47B3A1F1CE2534BD8A8DAEFAC1BF945F16 2017 2019-02-21 02:37:17Z JOHN M GRAY 901 NORTH GLEBE ROAD NO 1000 ARLINGTON VA 22203 18101789 0 X WWW.HDA.ORG X 1944 VA MISSION STATEMENT:PROTECT PATIENT SAFETY AND ACCESS TO MEDICINES THROUGH THE SAFE AND EFFICIENT DISTRIBUTION OF HEALTHCARE PRODUCTS AND SERVICES.CREATE AND EXCHANGE INDUSTRY KNOWLEDGE AND BEST PRACTICES TO ENHANCE THE VALUE OF THE HEALTHCARE SUPPLY CHAIN.ADVOCATE FOR STANDARDS, PUBLIC POLICIES AND BUSINESS PROCESSES THAT PRODUCE SAFE, INNOVATIVE AND COST-EFFECTIVE HEALTHCARE SOLUTIONS. 30 30 44 125 0 0 0 0 13403801 14285816 150575 595893 60207 60123 13614583 14941832 102715 5068 0 0 8007014 8330612 0 0 0 7265987 8170687 15375716 16506367 -1761133 -1564535 18845610 15771411 9119317 6702108 9726293 9069303 X SEE SCHEDULE O: 0 0 GOVERNMENT AFFAIRS: THROUGH ITS GOVERNMENT AFFAIRS INITIATIVES, HDA ADDRESSES LEGISLATIVE AND REGULATORY ISSUES AT THE FEDERAL AND STATE LEVELS. IT ADVOCATES FOR THE HEALTHCARE DISTRIBUTION INDUSTRY AS WELL AS FOR THE LARGER INTERESTS OF NATIONAL HEALTHCARE. MEETINGS & CONFERENCES: THROUGH ITS MEETINGS, HDA DISSEMINATES INFORMATION TO MEMBERS, CREATES OPPORTUNITIES FOR MEMBER AND TRADING PARTNER INTERACTION AND FOSTERS ALLIANCES AND COALITIONS BETWEEN THE HDA AND ITS CONSTITUENCIES. MEETINGS INCLUDE THE DISTRIBUTION MANAGEMENT CONFERENCE (DMC), THE BUSINESS & LEADERSHIP CONFERENCE (BLC), THE ANNUAL BOARD & MEMBERSHIP MEETING (ABMM) AND THE INTERNATIONAL PHARMACEUTICAL DISTRIBUTION CONFERENCE(IPDC). AT DMC ATTENDEES ATTEND EDUCATIONAL SESSIONS AND DISCUSS OPERATIONAL ISSUES, INCLUDING MANAGEMENT PROCEDURES, INNOVATION IN TECHNOLOGY AND IMPROVEMENTS IN PRODUCTIVITY AND EFFICIENCY. THE BLC IS ATTENDED BY DISTRIBUTORS, MANUFACTURERS AND SERVICE PROVIDER EXECUTIVES AND SENIOR MANAGERS WHO MANAGE NEW PRODUCT INTRODUCTIONS, THE RESUPPLY PROCESS, CREDIT AND FINANCE, ELECTRONIC COMMERCE, CONTRACT MANAGEMENT, MARKET DEVELOPMENT PROGRAMS, INFORMATION SYSTEMS AND SPECIFIC CUSTOMER SEGMENTS. ATTENDEES MEET IN ONE-ON-ONE SCHEDULED MEETINGS TO DISCUSS STRATEGIC AND OPERATIONAL TRADING PARTNER ISSUES.THE ABMM IS ATTENDED BY KEY EXECUTIVES FROM DISTRIBUTOR AND MANUFACTURER COMPANIES. IN ADDITION TO CONDUCTING EXECUTIVE COMMITTEE AND BOARD OF DIRECTOR BUSINESS, ATTENDEES DISCUSS BUSINESS, STRATEGIC PLANNING AND OPERATIONAL ISSUES WITH THEIR TRADING PARTNERS AND ATTEND HIGH LEVEL EDUCATIONAL AND INFORMATION SESSIONS.INTERNATIONAL PHARMACEUTICAL DISTRIBUTION CONFERENCE (IPDC) INDUSTRY RELATIONS & EDUCATION: THESE ACTIVITIES FOCUS ON INFORMATION SYSTEMS, OPERATIONAL INTEGRATION AND THE EFFICIENT DISTRIBUTION OF HEALTHCARE AND THE IMPROVEMENT OF BUSINESS PROCESSES. IN ADDITION, THROUGHOUT THE YEAR PROGRAMS ARE CONDUCTED TO EDUCATE MEMBERS AND OTHER INDUSTRY PARTNERS IN CRITICAL INDUSTRY ISSUES, EMERGING TRENDS, LEGISLATION AND OTHER TOPICS OF INTEREST. THESE PROGRAMS INCLUDE LIVE IN-PERSON SEMINARS AND REMOTELY BROADCAST SEMINARS (WEBINARS). EDUCATIONAL PROGRAMS -- PERIODICALLY THROUGHOUT THE YEAR PROGRAMS ARE CONDUCTED TO EDUCATE MEMBERS AND OTHER INDUSTRY PARTNERS IN SUCH AREAS AS CRITICAL INDUSTRY ISSUES, EMERGING TRENDS, LEGISLATION, AND MANY OTHER TOPICS OF INTEREST. THESE PROGRAMS INCLUDE LIVE IN-PERSON SEMINARS AND REMOTELY BROADCAST SEMINARS (WEBINARS). 0 0 1 1 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 1 50 0 1 44 1 0 0 0 0 1 1 0 X 30 30 0 0 1 0 1 1 0 1 1 0 0 0 1 1 1 1 1 1 1 0 X THE ALLIANCE 7037870000 901 NORTH GLEBE ROAD SUITE 1000 ARLINGTON VA 22203 JON GIACOMIN CHAIR 1.00 0.00 X X 0 0 0 DALE SMITH VICE CHAIR 1.00 0.00 X X 0 0 0 FRED BATTAH DIRECTOR 1.00 0.00 X 0 0 0 DAWN BOYTER DIRECTOR 0.50 0.00 X 0 0 0 PAUL DICKSON DIRECTOR 0.50 0.00 X 0 0 0 GREGORY DREW DIRECTOR 0.50 1.00 X 0 0 0 EARL ENGLISH DIRECTOR 0.50 0.00 X 0 0 0 MICHAEL FAUL DIRECTOR 0.50 0.00 X 0 0 0 LOUIS FERRARO DIRECTOR 0.50 0.00 X 0 0 0 JEFFREY FOREMAN DIRECTOR 0.50 1.00 X 0 0 0 SCOTT FRANKLIN DIRECTOR 0.50 0.00 X 0 0 0 CHAD GIELEN DIRECTOR 0.50 0.00 X 0 0 0 HAL HARRISON DIRECTOR 0.50 1.00 X 0 0 0 MICHAEL HOLMES DIRECTOR 0.50 0.00 X 0 0 0 SAM LAZICH DIRECTOR 0.50 0.00 X 0 0 0 DAVID MACFARLANE DIRECTOR 0.50 0.00 X 0 0 0 ROBERT MAUCH DIRECTOR 0.50 0.00 X 0 0 0 KEITH PATEK DIRECTOR 0.50 0.00 X 0 0 0 CHARLES PHILLIPS DIRECTOR 0.50 1.00 X 0 0 0 GK RICHARDS DIRECTOR 0.50 0.00 X 0 0 0 LENNY RODRIGUEZ DIRECTOR 0.50 0.00 X 0 0 0 RAUL RODRIGUEZ-FONT DIRECTOR 0.50 0.00 X 0 0 0 TED SCHERR DIRECTOR 0.50 0.00 X 0 0 0 CHRISTOPHER SCHOEN DIRECTOR 0.50 0.00 X 0 0 0 WALTER SHIKANY DIRECTOR 0.50 0.00 X 0 0 0 MARY TIM SMITH DIRECTOR 0.50 0.00 X 0 0 0 NICHOLAS SMOCK DIRECTOR 0.50 0.00 X 0 0 0 R TODD SZEWC DIRECTOR 0.50 0.00 X 0 0 0 ALBERT THOMAS DIRECTOR 0.50 0.00 X 0 0 0 MARK WALCHIRK DIRECTOR 0.50 0.00 X 0 0 0 JOHN M GRAY PRESIDENT & CEO 39.00 1.00 X 2924534 28162 96387 ANN W BITTMAN EVP & CHIEF OPERATING OFFICER 38.00 2.00 X 448165 22069 78576 PATRICK M KELLY EVP, GOVERNMENT AFFAIRS 39.90 0.10 X 540655 1836 82572 PERRY L FRI EVP, INDUSTRY REL., MEMBERSHIP 28.00 12.00 X 356263 115824 79936 ELIZABETH A GALLENAGH SVP, GA & GENERAL COUNSEL 40.00 0.00 X 383252 0 57144 JOHN E PARKER SVP, COMMUNICATIONS 40.00 0.00 X 279625 0 57796 ANITA T DUCCA SVP, REGULATORY AFFAIRS 39.80 0.20 X 245135 1256 42796 BROOKE N NAYLOR SVP, MEETINGS & CONFERENCES 40.00 0.00 X 234197 0 62198 KRISTEN L FREITAS VP, FEDERAL AFFAIRS 40.00 0.00 X 212104 0 48784 EDWARD J PEZZULLO VP, INFO TECH SYSTEMS & FACILITIES 40.00 0.00 X 213032 0 63222 MATTHEW J DILORETO VP, STATE GOV'T AFFAIRS 40.00 0.00 X 191398 0 25881 6028360 169147 695292 23 0 1 0 ARENT FOX PO BOX 644672 PITTSBURGH PA 15264 LEGAL SERVICES 429543 OLSSON FRANK AND WEEDA PC 600 NEW HAMPSHIRE AVENUE NW 500 WASHINGTON DC 20037 LEGAL SERVICES 356591 DELOITTE CONSULTING 4022 SELLS DRIVE HERMITAGE TN 37076 RESEARCH/CONSULTING SERVICES 352305 TARPLIN DOWNS & YOUNG 1212 NEW YORK AVENUE NW WASHINGTON DC 20005 FEDERAL LOBBYING 300000 ERNST & YOUNG PO BOX 640382 PITTSBURGH PA 15264 RESEARCH/CONSULTING SERVICES 267763 9 MEMBERSHIP DUES 900099 9976228 9976228 MEETINGS & ACTIVITIES 900099 4306098 3126493 1179605 PUBLICATIONS 541800 3490 3490 14285816 212877 212877 3542973 3159957 383016 383016 383016 MISCELLANEOUS 900099 60123 60123 60123 14941832 13106211 0 1835621 X 5068 5360407 1506205 749289 345639 369072 828047 25450 1136716 52433 2066934 3500 379473 146847 712853 474017 1937312 192738 48725 GOVERNMENT AND PROFESSI 103835 DUES & MEMBERSHIPS 80912 AWARDS, PROMOTIONAL ITE 32637 TRAINING 29914 -81656 16506367 5453623 3930870 17774 650864 483415 463690 2385941 1671664 568070 714277 12247477 9916324 1000 1000 74251 94386 18845610 15771411 963291 855190 4686346 3566464 3469680 2280454 9119317 6702108 X 9726293 9069303 9726293 9069303 18845610 15771411 -1564535 907545 0 X X 0 1 X 1 0 HEALTHCARE DISTRIBUTION ALLIANCE PAC 901 NORTH GLEBE RD ARLINGTON VA 22203 541559237 0 31252 0 0 1 9976228 2154745 579553 2734298 2394295 340003 PART I-A, LINE 1: INDIRECT POLITICAL CAMPAIGN ACTIVITIES ARE MADE THROUGH THE HEALTHCARE DISTRIBUTION ALLIANCE POLITICAL ACTION COMMITTEE (HDA PAC) WHICH WAS ORGANIZED AS A VOLUNTARY, NON-PROFIT, UNINCORPORATED ASSOCIATION TO FURTHER THE INTERESTS OF HDA AND THE DRUG DISTRIBUTION INDUSTRY AND TO PROMOTE GOOD CITIZENSHIP THROUGH PERSONAL AND FINANCIAL PARTICIPATION IN THE ELECTIVE PROCESS. 463273 154424 308849 1922668 1517240 405428 714277 DEFERRED COMPENSATION 1305023 DEFERRED RENTAL INCENTIVE 975395 DUE TO PAC 36 2280454 15849377 907545 907545 14941832 0 14941832 16506367 0 16506367 0 16506367 EUROPE (INCLUDING ICELAND & GREENLAND) - ALBANIA, ANDORRA, AUSTRIA, BELGIUM 0 0 PROGRAM SERVICES 2017 INTERNATIONAL PHARMACEUTICAL DISTRIBUTION CONFERENCE IN GENEVA, SWITZERLAND 251177 0 0 0 0 0 0 251177 0 251177 0 0 0 0 0 0 X X 1 1 X X X X X X 0 1 0 JOHN M GRAY PRESIDENT & CEO 911775 8780 201875 1944 1810884 17438 44571 429 50897 490 3020002 29081 1778204 17123 ANN W BITTMAN EVP & CHIEF OPERATING OFFICER 359108 17684 81011 3989 8046 396 42888 2112 32000 1576 523053 25757 0 0 PATRICK M KELLY EVP, GOVERNMENT AFFAIRS 437563 1486 94679 321 8413 29 44848 152 37445 127 622948 2115 0 0 PERRY L FRI EVP, INDUSTRY REL., MEMBERSHIP 285746 92899 64146 20854 6371 2071 33959 11041 26365 8571 416587 135436 0 0 ELIZABETH A GALLENAGH SVP, GA & GENERAL COUNSEL 322336 0 60000 0 916 0 27000 0 30144 0 440396 0 0 0 JOHN E PARKER SVP, COMMUNICATIONS 233426 0 45000 0 1199 0 27000 0 30796 0 337421 0 0 0 ANITA T DUCCA SVP, REGULATORY AFFAIRS 212005 1086 27360 140 5770 30 24156 124 18422 94 287713 1474 0 0 BROOKE N NAYLOR SVP, MEETINGS & CONFERENCES 202276 0 30000 0 1921 0 24115 0 38083 0 296395 0 0 0 KRISTEN L FREITAS VP, FEDERAL AFFAIRS 191684 0 20000 0 420 0 22000 0 26784 0 260888 0 0 0 EDWARD J PEZZULLO VP, INFO TECH SYSTEMS & FACILITIES 188276 0 23000 0 1756 0 21820 0 41402 0 276254 0 0 0 MATTHEW J DILORETO VP, STATE GOV'T AFFAIRS 179064 0 12000 0 334 0 17500 0 8381 0 217279 0 0 0 PART I, LINE 1A HDA PAYS FOR JOHN GRAY'S CLUB MEMBERSHIP. THE TAXABLE AMOUNT IS INCLUDED IN HIS W-2. THE ORGANIZATION PAID $10,026 IN TAXABLE CLUB DUES FOR 2017. IN ADDITION, GRAY RECEIVED TAXABLE SPOUSAL TRAVEL COMPENSATION OF $9,410 DURING 2017. PART I, LINE 4B THE ORGANIZATION HAS A 457(F) DEFERRED COMPENSATION PLAN FOR JOHN GRAY. UNDER THE PLAN, THE ORGANIZATION CONTRIBUTES ANNUALLY AN AMOUNT AS SPECIFIED IN THE EMPLOYMENT AGREEMENT. IN ACCORDANCE WITH THE TERMS OF THE AMENDED AND RESTATED PLAN DOCUMENT, DURING MAY 2017, JOHN GRAY RECEIVED A DISTRIBUTION EQUAL TO THE BALANCE IN THE INVESTMENT ACCOUNT OF $1,795,327. PART III, LINE 1 MISSION STATEMENT: PROTECT PATIENT SAFETY AND ACCESS TO MEDICINES THROUGH THE SAFE AND EFFICIENT DISTRIBUTION OF HEALTHCARE PRODUCTS AND SERVICES. CREATE AND EXCHANGE INDUSTRY KNOWLEDGE AND BEST PRACTICES TO ENHANCE THE VALUE OF THE HEALTHCARE SUPPLY CHAIN. ADVOCATE FOR STANDARDS, PUBLIC POLICIES AND BUSINESS PROCESSES THAT PRODUCE SAFE, INNOVATIVE AND COST-EFFECTIVE HEALTHCARE SOLUTIONS. FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION UPDATES ITS BYLAWS IN SEPTEMBER 2017 TO ALLOW PHARMACEUTICAL CARGO SECURITY COALITION MEMBERS UNDER SEC. 8(D). FORM 990, PART VI, SECTION A, LINE 6 THE ALLIANCE WILL HAVE FOUR CLASSES OF MEMBERSHIP: ACTIVE, INTERNATIONAL, ASSOCIATE, AND ALLIED. (A) ACTIVE MEMBERS. THE ACTIVE MEMBERSHIP OF THE ALLIANCE CONSISTS OF FULL-SERVICE HEALTHCARE DISTRIBUTORS. TO BE ELIGIBLE FOR ACTIVE MEMBERSHIP, AN INDIVIDUAL OR BUSINESS ENTITY SHALL MEET ALL OF THE FOLLOWING CRITERIA: 1. IT MUST (I) SELL PREDOMINANTLY TO INDIVIDUALS AND BUSINESS ENTITIES THAT ARE PHARMACIES OR HEALTHCARE PROVIDERS NOT UNDER COMMON DIRECT OR INDIRECT OWNERSHIP WITH THE DISTRIBUTOR; AND (II) MAINTAIN AND OWN ADEQUATE LOCAL INVENTORIES CONSISTING PRIMARILY OF DRUG AND HEALTH-RELATED ITEMS PREDOMINANTLY PURCHASED DIRECTLY FROM MANUFACTURERS. 2. IT MUST OFFER CREDIT TO CUSTOMERS WHOSE FINANCIAL CONDITIONS WARRANT THE EXTENSION OF CREDIT. 3. IT MUST OFFER ON-GOING REGULAR SALES, CUSTOMER SERVICE, AND OTHER VALUE-ADDED SERVICES CUSTOMARILY OFFERED BY FULL-SERVICE HEALTHCARE DISTRIBUTORS. 4. IT MUST PROVIDE REASONABLE AND RELIABLE DELIVERY SERVICE. 5. ITS PRIMARY BUSINESS MUST BE LOCATED IN THE UNITED STATES. 6. IT MUST COMPLY WITH FEDERAL, STATE, AND LOCAL LAWS AND REGULATIONS OR, AS APPLICABLE, THE LAWS AND REGULATIONS OF THE UNITED STATES, AND MUST DEMONSTRATE THAT IT HAS RIGOROUS COMPLIANCE PROGRAMS IN PLACE, INCLUDING BEST PRACTICES TO ENSURE THE SAFETY AND SECURITY OF DRUG PRODUCTS. THIS INCLUDES THE REQUIREMENT THAT A DISTRIBUTOR LOCATED IN THE UNITED STATES OR ITS TERRITORIES HOLDS A VALID LICENSE UNDER THE PRESCRIPTION DRUG MARKETING ACT AND, IF APPROPRIATE, REGISTRATION WITH THE DRUG ENFORCEMENT ADMINISTRATION UNDER THE CONTROLLED SUBSTANCES ACT. 7. IT MUST PROMOTE THE OBJECTIVES OF THE ASSOCIATION, AND BE COMMITTED TO PARTICIPATE IN THE ASSOCIATION'S PROGRAMS AND ACTIVITIES. 8. IT MUST HAVE AN ESTABLISHED BUSINESS AS A FULL-SERVICE HEALTHCARE DISTRIBUTOR. (B) INTERNATIONAL MEMBERS. ANY INDIVIDUAL OR BUSINESS ENTITY ENGAGED IN THE DISTRIBUTION OF HEALTHCARE PRODUCTS IN A GEOGRAPHICAL TERRITORY OTHER THAN THAT DESCRIBED IN SECTION 1(A) (5) BUT OTHERWISE ELIGIBLE FOR ACTIVE MEMBERSHIP UNDER SECTION 1(A) MAY APPLY FOR INTERNATIONAL MEMBERSHIP. INTERNATIONAL MEMBERS SHALL ENJOY SUCH PRIVILEGES AND ENTITLEMENTS OF MEMBERSHIP AS THE BOARD OF DIRECTORS DEEMS APPROPRIATE FROM TIME TO TIME, BUT SHALL NOT BE ENTITLED TO VOTE UNDER ARTICLE IV, SECTION 5. (C) ASSOCIATE MEMBERS. ANY INDIVIDUAL OR BUSINESS ENTITY ENGAGED IN DEVELOPING, MANUFACTURING, OR LABELING OF HEALTHCARE, BEAUTY CARE, AND/OR CONSUMER PRODUCTS MAY APPLY FOR ASSOCIATE MEMBERSHIP. AN ASSOCIATE MEMBER SHALL COMPLY WITH FEDERAL, STATE, AND OTHER LAWS AND LOCAL LICENSING REGULATIONS, OR AS APPLICABLE, THE LAWS AND REGULATIONS OF THE COUNTRY IN WHICH THE MEMBER IS LOCATED. IN THE EVENT THAT A SUBSIDIARY, DIVISION, OR BRANCH OF AN ASSOCIATE MEMBER WISHES TO JOIN THE ASSOCIATION, A SEPARATE APPLICATION FOR MEMBERSHIP SHALL BE SUBMITTED FOR EACH SUCH SUBSIDIARY, DIVISION, OR BRANCH. A SEPARATE MEMBERSHIP SHALL BE MAINTAINED FOR EACH SUBSIDIARY, DIVISION, OR BRANCH THAT SEPARATELY MARKETS TO, SEPARATELY SHIPS TO, OR SEPARATELY INVOICES ACTIVE MEMBERS AND OTHER DISTRIBUTORS. AN ASSOCIATE MEMBER'S CORPORATE HEADQUARTERS MAY MAINTAIN AN ADDITIONAL MEMBERSHIP, SEPARATE FROM ITS OPERATING SUBSIDIARIES, DIVISIONS, OR BRANCHES, AT THE MINIMUM DUES LEVEL FOR THE ASSOCIATE MEMBER CATEGORY. ASSOCIATE MEMBERS SHALL ENJOY SUCH PRIVILEGES AND ENTITLEMENTS OF MEMBERSHIP AS THE BOARD OF DIRECTORS DEEMS APPROPRIATE FROM TIME TO TIME, BUT SHALL NOT BE ENTITLED TO VOTE UNDER ARTICLE IV, SECTION 5. (D) ALLIED MEMBERS. THERE ARE TWO CATEGORIES OF ALLIED MEMBERSHIP: - SERVICE PROVIDER ALLIED MEMBERS. ANY INDIVIDUAL OR BUSINESS ENTITY, OTHER THAN DISTRIBUTORS NOT ELIGIBLE FOR ACTIVE MEMBERSHIP IN THE ASSOCIATION UNDER SECTION 1(A), ENGAGED IN PROVIDING SERVICES TO DISTRIBUTORS AND/OR MANUFACTURERS RELATED TO THE BUSINESS OF HEALTHCARE, BEAUTY CARE, OR CONSUMER PRODUCTS THAT IS OTHERWISE INELIGIBLE FOR ACTIVE, INTERNATIONAL, OR ASSOCIATE MEMBERSHIP MAY APPLY FOR MEMBERSHIP AS A SERVICE PROVIDER ALLIED MEMBER. - PHARMACEUTICAL CARGO SECURITY ALLIED MEMBERS. ANY INDIVIDUAL, BUSINESS ENTITY, OR GOVERNMENTAL AGENCY ENGAGED IN ESTABLISHING, PROTECTING, AND MAINTAINING THE SECURITY OF PHARMACEUTICAL CARGO WITHIN THE PHARMACEUTICAL DISTRIBUTION SUPPLY CHAIN MAY APPLY FOR MEMBERSHIP AS A PHARMACEUTICAL CARGO SECURITY ALLIED MEMBER. SUCH MEMBERS MAY INCLUDE, BUT ARE NOT LIMITED TO, PHARMACEUTICAL MANUFACTURERS, DISTRIBUTORS, SHIPPERS AND CARRIERS, THIRD PARTY LOGISTICS PROVIDERS, SUPPLY CHAIN SERVICE PROVIDERS, TECHNOLOGY VENDORS, PHARMACIES AND OTHER DISPENSERS, REGULATORS, LAW ENFORCEMENT AGENCIES, SECURITY PROFESSIONALS, AND CONSULTANTS. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF DIRECTORS SHALL BE COMPRISED OF A CORPORATE OFFICER OF EACH ACTIVE MEMBER THAT CHOOSES TO BE REPRESENTED ON THE BOARD OF DIRECTORS. EACH ACTIVE MEMBER CHOOSING TO BE REPRESENTED ON THE BOARD OF DIRECTORS SHALL DESIGNATE ITS QUALIFIED REPRESENTATIVE IN WRITING TO THE SECRETARY, TO SERVE UNTIL A QUALIFIED REPLACEMENT IS DESIGNATED. FORM 990, PART VI, SECTION B, LINE 11B INFORMATION NEEDED TO COMPLETE FORM 990 IS PULLED TOGETHER AND COMPILED BY THE EXECUTIVE VICE PRESIDENT & COO AND REVIEWED WITH HDA'S AUDITING AND TAX FIRM. HDA'S CEO AND EVP & COO, REVIEW THE SIGNIFICANT FORM 990 INFORMATION AND DISCUSS WITH THE TAX MANAGER FROM OUR AUDITING AND TAX FIRM TO AGREE ON HOW TO ADDRESS ANY QUESTIONS OR CHANGES IN REQUIREMENTS. FORM 990, PART VI, SECTION B, LINE 12C HDA HAS A WRITTEN CONFLICT OF INTEREST POLICY. ALL EMPLOYEES AND BOARD MEMBERS ARE COVERED BY THE POLICY. A CONFLICT OF INTEREST COMPLIANCE CERTIFICATION IS REQUIRED TO BE SIGNED BY BOTH BOARD MEMBERS AND STAFF ANNUALLY. IF A CONFLICT OR POTENTIAL CONFLICT IS IDENTIFIED, HDA'S CEO AND COO WILL DETERMINE WHAT RESTRICTIONS WILL BE IMPOSED ON THE PERSONS INVOLVED. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION SETTING PROCESS FOR HDA CEO HDA'S CEO HAS A MULTI-YEAR EMPLOYMENT CONTRACT. THIS AGREEMENT IS REVIEWED AND AGREED TO BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS AND SIGNED BY THE CHAIRMAN OF THE BOARD. EACH YEAR, THE CHAIR AND VICE CHAIR OF THE BOARD REVIEW THE CEO'S PERFORMANCE, PREPARE A WRITTEN PERFORMANCE REVIEW AND DETERMINE THE AMOUNT OF ANY BONUS AND ANNUAL SALARY INCREASE. ANY COMPENSATION CHANGES ARE COMMUNICATED IN WRITING TO THE EXECUTIVE VICE PRESIDENT & COO FOR IMPLEMENTATION. IN SETTING THE CEO'S COMPENSATION, THE EXECUTIVE COMMITTEE UTILIZES AN INDEPENDENT COMPENSATION CONSULTANT AND THE FORM 990 OF OTHER ORGANIZATIONS. COMPENSATION SETTING PROCESS FOR OTHER HDA KEY EMPLOYEES THE CEO, EVP & COO, AND THE VP OF HUMAN RESOURCES REVIEW ALL OTHER STAFF COMPENSATION AT THE END OF EACH CALENDAR YEAR. A WRITTEN PERFORMANCE APPRAISAL IS REQUIRED FOR EACH EMPLOYEE. EACH POSITION HAS A SALARY RANGE, WHICH IS UPDATED BY AN INDEPENDENT OUTSIDE CONSULTANT APPROXIMATELY EVERY THREE YEARS. THE CEO, EVP & COO, AND THE VP OF HUMAN RESOURCES ALSO LOOKS AT WHERE EMPLOYEES' COMPENSATION FALLS WITHIN THEIR SALARY RANGES (BASED UPON THE MOST RECENT JOB DESCRIPTIONS) AND MAKE "PARITY" ADJUSTMENTS, ON A CASE-BY-CASE BASIS. IN ADDITION, ALL SUPERVISORS WHO REQUEST ANNUAL BONUSES FOR ANY OF THEIR EMPLOYEES MUST SUBMIT A WRITTEN PROPOSAL. THESE PROPOSALS ARE REVIEWED BY THE CEO, EVP & COO, AND THE VP OF HUMAN RESOURCES AND APPROVED BY THE CEO. FORM 990, PART VI, SECTION C, LINE 19 THEY ARE NOT MADE AVAILABLE TO THE PUBLIC. FORM 990, PART IX, LINE 11G OTHER PROFESSIONAL FEES 2,066,934. FORM 990, PART XII, LINE 2C THE AUDIT OVERSIGHT PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. HDA SERVICE CORPORATION 901 NORTH GLEBE ROAD SUITE 1000 ARLINGTON VA 22203 521191833 NO ACTIVITY/DORMANT VA 0 0 HEALTHCARE DISTRIBUTION ALLIANCE HDA RESEARCH FOUNDATION 901 NORTH GLEBE ROAD ARLINGTON VA 22203 521225130 RESEARCH AND EDUCATION VA 501(C)(3) LINE 12A, I HEALTHCARE DISTRIBUTION ALLIANCE 0 HEALTHCARE DISTRIBUTION ALLIANCE PAC 901 NORTH GLEBE ROAD ARLINGTON VA 22203 541559237 POLITICAL VA 527 HEALTHCARE DISTRIBUTION ALLIANCE 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 HDA RESEARCH FOUNDATION Q 100000 FMV HDA RESEARCH FOUNDATION O 287914 FMV