2025-11-17T15:50:37-06:00 2024-12-31 420714325 RSM US LLP 80 CITY SQUARE BOSTON MA 021293742 990 2024-01-01 043756900 COMMONWEALTH CARE ALLIANCE INC COMM 6174260600 30 WINTER STREET BOSTON MA 02108 JOHN KOEHN PRESIDENT 6174260600 2025-11-17 1 0 KAREN LO P01434915 6179129000 2025-11-17 2024 2025-03-06 01:10:19Z JOHN KOEHN 30 WINTER STREET BOSTON MA 02108 2920370764 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. 16 15 1408 5 0 0 0 0 2554231693 2769201647 4752160 1454044 3802861 3388498 2562786714 2774044189 336141 142191 0 0 198874100 181083583 0 0 0 2428616296 2733776718 2627826537 2915002492 -65039823 -140958303 1224137760 538382343 1047310121 590428672 176827639 -52046329 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 2548689150 142191 2726210353 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. 41921257 46379792 CCA HOUSING SOLUTIONS, LLC, A DISREGARDED ENTITY TO CCA, WAS CREATED IN 2023 TO CONTRACT WITH THE EXECUTIVE OFFICE OF HOUSING AND LIVABLE COMMUNITIES OF THE COMMONWEALTH OF MASSACHUSETTS TO PROVIDE EMERGENCY SHELTER RELATED SERVICES TO REFUGEES IN MASSACHUSETTS. 2590610407 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 5787 0 1 1408 1 0 0 0 0 0 0 0 0 0 0 1 0 X 16 15 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X EDWARD L STUBBERS SECRETARY 6174260600 30 WINTER STREET BOSTON MA 02108 CHRISTOPHER PALMIERI PRESIDENT & CEO, DIRECTOR 16.00 24.00 X X 1623372 0 1129181 PETER ANDRUSZKIEWICZ DIRECTOR 2.00 1.00 X 6330 0 0 BRAD BERK DIRECTOR (AS OF 6/5/24) 2.00 1.00 X 0 0 0 CHARLIE CARR DIRECTOR (UNTIL 2/21/24) 3.00 0.00 X 0 0 0 TEJAL GANDHI CHAIR-ELECT 2.00 1.00 X 17850 0 0 ANDREA GELZER DIRECTOR 2.00 1.00 X 6250 0 0 BOB GITTENS DIRECTOR 2.00 1.00 X 6250 0 0 THOMAS GLYNN DIRECTOR 2.00 1.00 X 6302 0 0 IRA GOTTLIEB DIRECTOR 2.00 1.00 X 11250 0 0 RIZAL HAMDALLAH DIRECTOR 2.00 1.00 X 6250 0 0 FAZLE HUSAIN DIRECTOR (UNTIL 2/2/24) 3.00 0.00 X 0 0 0 SEAN KELLEY DIRECTOR (AS OF 6/5/24) 2.00 1.00 X 0 0 0 LESLIE KIRWAN DIRECTOR 2.00 1.00 X 11250 0 0 DAVID KLEIN CHAIR 2.00 1.00 X 22500 0 0 LARRY NEITERMAN DIRECTOR 2.00 1.00 X 11250 0 0 JOE PADUDA DIRECTOR (UNTIL 12/4/24) 3.00 0.00 X 11250 0 0 CAROL RAPHAEL DIRECTOR 2.00 1.00 X 11250 0 0 KAREN SHIELDS DIRECTOR 2.00 1.00 X 6250 0 0 JIM WICE DIRECTOR (AS OF 8/7/24) 2.00 1.00 X 0 0 0 ELIZABETH GOODMAN SEC & CLERK, CHIEF LEGAL OFFICER 16.00 24.00 X 748500 0 224165 FRANK SCALISE TREASURER CHIEF FINANCIAL OFFICER (UNTIL 6/22/24) 18.00 22.00 X 410855 0 17273 MIHIR SHAH TREAS CHIEF FIN & STRATEGY OFFICER (AS OF 10/1/24) 19.00 21.00 X 125039 0 82745 ALFRED ENAGBARE CHIEF PEOPLE OFFICER 40.00 0.00 X 731251 0 199940 SESHA MUDUNURI CHEIF OPERATING OFFICER (UNTIL 1/15/24) 40.00 0.00 X 175255 0 8138 DONALD STIFFLER CHIEF GROWTH & TRANSFORMATION OFFICER 39.00 1.00 X 661615 0 218366 HANY ABDELAAL PRESIDENT OF CLINICAL SERVICES 36.00 4.00 X 911545 0 260319 AYSE HAGMAN CHIEF MEDICAL OFFICER 40.00 0.00 X 564902 0 141164 KERIM C TURAN CHIEF RISK COMPLIANCE & ETHICS OFFICER 40.00 0.00 X 752717 0 201871 MARK WAGGONER GENERAL MANAGER MARKET LEAD - MA 40.00 0.00 X 519869 0 123316 SEBASTIAAN FOPPEMA GENERAL MANAGER INSTED (UNTIL 9/13/24) 40.00 0.00 X 832714 0 11106 WILBUR YU GENERAL MANAGER MARKET LEAD - CALIFORNIA 40.00 0.00 X 505732 0 79873 COREY MCCARTHY SVP PRODUCT AND PROVIDER ORGANIZATION 40.00 0.00 X 493436 0 123290 COURTNEY MURPHY FORMER PRESIDENT OF MARKETS 0.00 0.00 X 990818 0 0 10181852 0 2820747 827 1 1 0 NAVITUS HEALTH SOLUTIONS 361 INTEGRITY DR MADISON WI 53713 HEALTHCARE & TECHNOLOGY 610484506 SKYGEN USA LLC W140N8981 LILLY RD MENOMONEE FALLS WI 53051 HEALTHCARE & TECHNOLOGY 25055670 BEHAVIORAL HEALTH NETWORK INC 417 LIBERTY ST SPRINGFIELD MA 01104 HEALTHCARE & TECHNOLOGY 11944984 NATIONS BENEFITS LLC 1700 N UNIVERSITY DR PLANTATION FL 33313 HEALTHCARE & TECHNOLOGY 8560512 ELEMENT CARE INC 37 FRIEND ST LYNN MA 01902 HEALTHCARE & TECHNOLOGY 6910848 1055 ENROLLEE FEES 621300 2722821855 2722821855 HOUSING SOLUTIONS RENT 531390 46379792 46379792 2769201647 7376680 7376680 140403939 146326575 -5922636 -5922636 -5922636 3388498 3388498 3388498 2774044189 2772590145 0 1454044 142191 142191 8367859 8367859 135620145 4115013 131505132 4383518 4383518 17048568 1096548 15952020 15663493 15663493 3433711 3433711 2505579 2505579 838680 838680 432132 432132 66182323 30277702 35904621 3361195 45362 3315833 4446070 368482 4077588 22110143 262524 21847619 8972729 8972729 1236310 429229 807081 3417902 2647019 770883 6598739 6598739 19639221 19639221 2555194 2555194 MEDICAL EXPENSES 2170282070 2170282070 CAPITATION EXPENSES 378219529 378219529 CLAIMS ADJUDICATION 31949668 31949668 RESTRUCTURING COSTS 62318 62318 7533205 2724738 4808467 2915002492 2590610407 324392085 0 -38625807 17456433 296377123 239898310 16405086 20391183 96733235 47350226 41720647 49383009 258837267 78779638 22667236 23445264 626756208 109028506 1224137760 538382343 95802083 69444512 45000000 906508038 520984160 1047310121 590428672 X 176827639 -52046329 176827639 -52046329 1224137760 538382343 X -140958303 3156539 -91072204 X 0 1 X 1 1 1 X 1798377346 2040246667 2262022954 2558034554 2772590145 11431271666 1798377346 2040246667 2262022954 2558034554 2772590145 11431271666 0 0 0 11431271666 3254094 3859544 5573878 6275086 7376680 26339282 3254094 3859544 5573878 6275086 7376680 26339282 1801631440 2044106211 2267596832 2564309640 2779966825 11457610948 0.99770 0.99780 0.00230 0.00220 X 0 1 0 0 0 0 1 0 1 838680 838680 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. $838,680 WAS PAID TO OUTSIDE CONSULTANT FOR LOBBYING ACTIVITIES. 119298 119298 2498744 422096 2076648 14848135 13008785 1839350 11335258 10023152 1312106 67931800 23896193 44035607 49383009 ASSETS LIMITED AS TO USE 11067427 DUE FROM BOSTON'S COMMUNITY MEDICAL GROUP, INC. 176549 DUE FROM COMMONWEALTH CARE ALLIANCE MASSACHUSETTS, INC. 3450352 DUE FROM COMMONWEALTH CARE ALLIANCE RHODE ISLAND, INC. 3156333 DUE FROM COMMONWEALTH CARE ALLICANCE INDIANA, LLC 83857 DUE FROM CCA HEALTH MICHIGAN INC. 3426875 DUE FROM CCA HEALTH PLANS OF CALIFORNIA, INC. 1978367 DUE FROM CCA PO, INC. 18856 RIGHT TO USE ASSETS 34124764 INVESTMENTS IN SUBSIDIARIES 51107165 DUE FROM CCA ACO LLC 437961 109028506 MEDICAL EXPENSE OBLIGATIONS 307098537 REFUNDABLE ADVANCES 164988622 DUE TO COMMONWEALTH CLINICAL ALLIANCE, INC. 8500304 RIGHT OF USE LIABILITY 38890947 DUE TO CCA ACO LLC 1405152 DUE TO RELIANCE NEXT GEN ACO LLC 100598 520984160 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 BOSTON CENTER FOR INDEPENDENT LIVING 60 TEMPLE PLACE 5TH FLOOR BOSTON MA 02111 042546595 501(C)(3) 0 31091 HOST SPONSORSHIP DISABILITY POLICY CONSORTIUM INC 25 KINGSTON 4TH FLOOR BOSTON MA 02111 043570281 501(C)(3) 0 20000 HOST SPONSORSHIP HEALTH LAW ADVOCATES INC 1 FEDERAL STREET 5TH FLOOR BOSTON MA 02110 043298116 501(C)(3) 0 21000 HOST SPONSORSHIP HEALTH CARE FOR ALL ONE FEDERAL STREET 5TH FLOOR BOSTON MA 02110 043071598 501(C)(3) 0 30000 HOST SPONSORSHIP PRESIDENT AND FELLOWS OF HARVARD COLLEGE DBA HARVARD MEDICAL SCHOOL 1033 MASSACHUSETTS AVENUE 3RD FLOOR CAMBRIDGE MA 02138 042103580 501(C)(3) 0 25000 HOST SPONSORSHIP 5 0 PART I, LINE 2: IN 2024, 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 PALMIERI PRESIDENT & CEO, DIRECTOR 1213752 0 358102 0 51518 0 1106329 0 22852 0 2752553 0 0 0 HANY ABDELAAL PRESIDENT OF CLINICAL SERVICES 728906 0 179801 0 2838 0 255527 0 4792 0 1171864 0 0 0 COURTNEY MURPHY FORMER PRESIDENT OF MARKETS 0 0 0 0 990818 0 0 0 0 0 990818 0 0 0 ELIZABETH GOODMAN SEC & CLERK, CHIEF LEGAL OFFICER 559004 0 186658 0 2838 0 198567 0 25598 0 972665 0 0 0 KERIM C TURAN CHIEF RISK COMPLIANCE & ETHICS OFFICER 390218 0 360981 0 1518 0 148277 0 53594 0 954588 0 0 0 ALFRED ENAGBARE CHIEF PEOPLE OFFICER 490683 0 206218 0 34350 0 151524 0 48416 0 931191 0 0 0 DONALD STIFFLER CHIEF GROWTH & TRANSFORMATION OFFICER 494168 0 164500 0 2947 0 171750 0 46616 0 879981 0 0 0 SEBASTIAAN FOPPEMA GENERAL MANAGER INSTED (UNTIL 9/13/24) 323554 0 104249 0 404911 0 7866 0 3240 0 843820 0 0 0 AYSE HAGMAN CHIEF MEDICAL OFFICER 412110 0 149954 0 2838 0 91773 0 49391 0 706066 0 0 0 MARK WAGGONER GENERAL MANAGER MARKET LEAD - MA 358555 0 129367 0 31947 0 81305 0 42011 0 643185 0 0 0 COREY MCCARTHY SVP PRODUCT AND PROVIDER ORGANIZATION 340261 0 124685 0 28490 0 78924 0 44366 0 616726 0 0 0 WILBUR YU GENERAL MANAGER MARKET LEAD - CALIFORNIA 409038 0 95685 0 1009 0 78098 0 1775 0 585605 0 0 0 FRANK SCALISE TREASURER CHIEF FINANCIAL OFFICER (UNTIL 6/22/24) 318092 0 90585 0 2178 0 14850 0 2423 0 428128 0 0 0 MIHIR SHAH TREAS CHIEF FIN & STRATEGY OFFICER (AS OF 10/1/24) 124811 0 0 0 228 0 82502 0 243 0 207784 0 0 0 SESHA MUDUNURI CHEIF OPERATING OFFICER (UNTIL 1/15/24) 85232 0 0 0 90023 0 3874 0 4264 0 183393 0 0 0 PART I, LINES 4A-B SEBASTIAAN FOPPEMA RECEIVED A SEVERANCE PAYMENT OF $403,802 REPORTED IN SCHEDULE J, PART II, COLUMN B(III). COURTNEY MURPHY RECEIVED A SEVERANCE PAYMENT OF $990,818 REPORTED IN SCHEDULE J, PART II, COLUMN B(III). SESHA MUDUNURI RECEIVED A SEVERANCE PAYMENT OF $89,805 REPORTED IN SCHEDULE J, PART II, COLUMN B(III). THE CEO PARTICIPATES IN THE COMMONWEALTH CARE ALLIANCE SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP), A NONQUALIFIED DEFERRED COMPENSATION PLAN EFFECTIVE JANUARY 1, 2022. $157,804 WAS CONTRIBUTED TO THE PLAN IN 2024 AND HAS BEEN REPORTED IN PART II, COLUMN (C) AS DEFERRED COMPENSATION. THE CEO ALSO PARTICIPATES IN AN DEFINED BENEFIT PLAN IN WHICH $933,000 WAS CONTRIBUTED IN 2024 WHICH IS REPORTED IN PART II, COLUMN C. CERTAIN OFFICERS AND KEY EMPLOYEES PARTICIPATE IN THE COMMONWEALTH CARE ALLIANCE EXECUTIVE RETENTION PLAN, A NONQUALIFIED DEFERRED COMPENSATION PLAN WHICH 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 100% 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 2024, 18% OF BASE SALARY FOR ALFRED ENAGBARE, DONALD STIFFLER, ELIZABETH GOODMAN, KERIM TURAN, HANY ABDELAAL, WILBUR YU, COREY MCCARTY, MARK WAGGONER AND AYSE HAGMANN 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)). ALFRED ENAGBARE 2024 VESTED AMOUNT OF $378,272 WAS PAID IN 2025 AND WILL BE REPORTED ON HIS 2025 FORM W-2. CERTAIN EXECUTIVES PARTICIPATE IN THE EXECUTIVE SERP PLAN. ELIGIBLE PARTICIPANTS HAVE 15% OF THEIR SALARY ACCRUED FOR EACH YEAR. IN 2024, 15% OF BASE SALARY FOR ALFRED ENAGBARE, DONALD STIFFLER, KERIM TURAN, HANY ABDELAAL, MIHIR SHAH AND ELIZABETH GOODMAN WAS ACCRUED AND HAS BEEN INCLUDED AS DEFERRED COMPENSATION IN (SCHEDULE J, PART II, COLUMN C). 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. PART II, COLUMN (B)(III): CHRISTOPHER PALMIERI RECEIVES AN ANNUAL STIPEND OF $50,000 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 2024, THE COMMITTEE AND THE BOARD APPROVED THE PAYMENT OF A SHORT TERM INCENTIVE TO THE CEO BASED UPON ACHIEVEMENT OF 2023 PERFORMANCE GOALS WHICH HAD BEEN APPROVED BY THE BOARD IN 2023. 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 CANDID FORMERLY KNOWN AS GUIDESTAR AND THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE. FORM 990, PART XI, LINE 9: PRIOR YEAR ADJUSTMENT TO INVESTMENTS IN SUBSIDAIRY'S EQUITY AND INCOME -91,072,204. 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