2024-11-15T16:50:14-06:00 2023-12-31 420714325 RSM US LLP 80 CITY SQUARE BOSTON MA 021293742 990 2023-01-01 043756900 COMMONWEALTH CARE ALLIANCE INC COMM 6174260600 30 WINTER STREET BOSTON MA 02108 MIHIR SHAH CFO 6174260600 2024-11-15 1 0 KAREN LO P01434915 6179129000 2024-11-14 2023 2024-10-15 13:58:12Z CHRISTOPHER D PALMIERI 30 WINTER STREET BOSTON MA 02108 2564309640 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 1 2374 0 0 0 0 0 2256345829 2554231693 9835414 4752160 5721125 3802861 2271902368 2562786714 304093 336141 0 0 183275922 198874100 0 0 0 2035151014 2428616296 2218731029 2627826537 53171339 -65039823 1143237549 1224137760 845527584 1047310121 297709965 176827639 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. 1 0 2257303051 336141 2552712819 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. 2808535 5321735 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. 2260111586 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 5671 0 1 2374 1 0 0 0 0 0 0 0 0 0 0 1 0 X 16 1 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X ELIZABETH CAHN GOODMAN SEC & CLERK CHIEF LEGAL OFFICER 6174260600 30 WINTER STREET BOSTON MA 02108 CHRISTOPHER D PALMIERI PRESIDENT & CEO, DIRECTOR 15.00 25.00 X X 1981900 0 754490 DAVID KLEIN CHAIR 3.00 0.00 X 67500 0 0 TEJAL GANDHI MD CHAIR-ELECT 3.00 0.00 X 52500 0 0 CAROL RAPHAEL DIRECTOR 3.00 0.00 X 33750 0 0 PETER ANDRUSZKIEWICZ DIRECTOR (AS OF 3/3/23) 3.00 0.00 X 10416 0 0 CHARLES CARR DIRECTOR 3.00 0.00 X 33750 0 0 ANDREA GELZER DIRECTOR 3.00 0.00 X 18750 0 0 ROBERT GITTENS DIRECTOR 3.00 2.00 X 18750 0 0 THOMAS GLYNN DIRECTOR (AS OF 7/25/23) 3.00 0.00 X 5208 0 0 IRA GOTTLIEB DIRECTOR 3.00 0.00 X 33750 0 0 RIZAL HAMDALLAH DIRECTOR 3.00 0.00 X 18750 0 0 FAZLE HUSAIN DIRECTOR 3.00 0.00 X 18750 0 0 LESLIE KIRWAN DIRECTOR 3.00 0.00 X 33750 0 0 LARRY NEITERMAN DIRECTOR (AS OF 3/3/23) 3.00 0.00 X 10416 0 0 JOSEPH PADUDA DIRECTOR 3.00 0.00 X 33750 0 0 KAREN SHIELDS DIRECTOR (AS OF 3/3/23) 3.00 0.00 X 10416 0 0 ELIZABETH GOODMAN SEC CLERK CHIEF LEGAL OFFICER 15.00 25.00 X 630281 0 181194 MARY HAMILTON INTERIM FINANCE LEAD (UNTIL 7/07/23) 15.00 25.00 X 321481 0 8225 FRANK SCALISE CHIEF FINANCIAL OFFICER (AS OF 6/5/23) 15.00 25.00 X 267100 0 90342 COURTNEY MURPHY PRESIDENT OF MARKETS (UNTIL 12/15/23) 40.00 0.00 X 888538 0 57452 ALFRED ENAGBARE CHIEF PEOPLE OFFICER 40.00 0.00 X 585271 0 222391 ROBERT MACARTHUR CHIEF MEDICAL OFFICER(UNTIL 2/13/23) 35.00 5.00 X 580133 0 12833 SESHA MUDUNURI CHIEF OPERATING OFFICER 40.00 0.00 X 544068 0 217775 DONALD STIFFLER CHIEF DEVELOPMENT OFFICER 40.00 0.00 X 545211 0 195749 AYSE HAGMANN CHIEF MEDICAL OFFICER(AS OF 6/18/23) 40.00 0.00 X 427646 0 89231 KERIM C TURAN CHIEF RISK COMPLIANCE & ETHICS OFFICER 40.00 0.00 X 587033 0 137745 LISA FLEMING SPECIAL COUNSEL, CCA (UNTIL 12/29/23) 40.00 0.00 X 447708 0 47275 MELISSA KUBILUS SENIOR VP MARKETING 40.00 0.00 X 445256 0 125533 SEBASTIAAN FOPPEMA GENERAL MANAGER INSTED 40.00 0.00 X 450658 0 81738 MARK WAGGONER GENERAL MANAGER MARKET LEAD 40.00 0.00 X 423532 0 121870 SARAH GARRITY FORMER CHIEF MARKETING OFFICER 40.00 0.00 X 286901 0 0 9812923 0 2343843 864 1 1 0 TEMPUS UNLIMITED INC 600 TECHNOLOGY CENTER DRIVE STOUGHTON MA 02072 HEALTHCARE & TECHNOLOGY 264604013 BAYSTATE MEDICAL CENTER 759 CHESTNUT ST SPRINGFIELD MA 01199 HEALTHCARE & TECHNOLOGY 87072956 BOSTON MEDICAL CENTER PO BOX 419873 BOSTON MA 02241 HEALTHCARE & TECHNOLOGY 49418213 MASSACHUSETTS GENERAL HOSPITAL PO BOX 3947 BOSTON MA 02241 HEALTHCARE & TECHNOLOGY 37377151 BETH ISRAEL DEACONESS MEDICAL CENTER 330 BROOKLINE AVE BOSTON MA 02215 HEALTHCARE & TECHNOLOGY 29147161 1012 ENROLLEE FEES 621300 2548909958 2548909958 HOUSING SOLUTIONS RENT 531390 5321735 5321735 2554231693 6275086 6275086 1522926 -1522926 -1522926 -1522926 3802861 3802861 3802861 2562786714 2558034554 0 4752160 336141 336141 6444603 6444603 144720473 372627 144347846 10733781 10733781 18864669 123741 18740928 18110574 18110574 5054562 5054562 2151272 2151272 1193000 1193000 358545 358545 52458886 2278768 50180118 9759353 9759353 4441949 7159 4434790 22018482 22018482 9241199 42 9241157 1020394 22460 997934 1304867 3615 1301252 1491392 1491392 13012988 13012988 2677019 2677019 MEDICAL EXPENSES 1971502124 1971502124 CAPITATION EXPENSES 285464786 285464786 CLAIMS ADJUDICATION 32664695 32664695 RESTRUCTURING COSTS 6271147 6271147 6529636 123 6529513 2627826537 2260111586 367714951 0 -98171 -38625807 299924893 296377123 51574166 16405086 74650939 32930292 32400177 41720647 256273626 258837267 13234043 22667236 489928815 626756208 1143237549 1224137760 73235929 95802083 45000000 772291655 906508038 845527584 1047310121 X 297709965 176827639 297709965 176827639 1143237549 1224137760 X -65039823 3879528 -59822628 100597 X 0 1 X 1 1 1 X 1541164995 1798377346 2040246667 2262022954 2558034554 10199846516 1541164995 1798377346 2040246667 2262022954 2558034554 10199846516 0 0 0 10199846516 3608988 3254094 3859544 5573878 6275086 22571590 3608988 3254094 3859544 5573878 6275086 22571590 1544773983 1801631440 2044106211 2267596832 2564309640 10222418106 0.99780 0.99800 0.00220 0.00200 X 0 1 0 0 0 0 1 0 1 1193000 1193000 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. $1,193,000 WAS PAID TO OUTSIDE CONSULTANT FOR LOBBYING ACTIVITIES. 119298 119298 2498744 357726 2141018 13010189 10237653 2772536 11334240 7815805 3518435 47688468 14519108 33169360 41720647 ASSETS LIMITED AS TO USE 2189385 DUE FROM BOSTON'S COMMUNITY MEDICAL GROUP, INC. 68881039 DEPOSITS 126890 DUE FROM COMMONWEALTH CLINICAL ALLIANCE, INC. 262982905 DUE FROM THE CENTER TO ADVANCE CONSUMER PARTNERSHIP, INC. 10111900 DUE FROM COMMONWEALTH CARE ALLIANCE MASSACHUSETTS, INC. 12162335 DUE FROM COMMONWEALTH CARE ALLIANCE RHODE ISLAND, INC. 7837388 DUE FROM COMMONWEALTH CARE ALLIANCE CALIFORNIA, LLC 10343989 DUE FROM COMMONWEALTH CARE ALLICANCE INDIANA, LLC 633968 DUE FROM CCA HEALTH MICHIGAN INC. 32940472 DUE FROM CCA ACO LLC 31417686 DUE FROM CCA HEALTH PLANS OF CALIFORNIA, INC. 13886142 DUE FROM CCA PO, INC. 7623970 DUE FROM RELIANCE NEXT GEN ACO LLC 5229071 RIGHT TO USE ASSETS 40225454 INVESTMENTS IN SUBSIDIARIES 120163614 626756208 MEDICAL EXPENSE OBLIGATIONS 269370098 REFUNDABLE ADVANCES 127162595 DEFERRED FUNDRAISING 71700 OTHER LIABILITIES 931675 DUE TO BOSTON'S COMMUNITY MEDICAL GROUP, INC. 62330268 DUE TO COMMONWEALTH CLINICAL ALLIANCE, INC. 277194801 DUE TO THE CENTER TO ADVANCE CONSUMER PARTNERSHIP, INC. 7799477 DUE TO COMMONWEALTH CARE ALLIANCE MASSACHUSETTS, INC. 17860876 DUE TO COMMONWEALTH CARE ALLIANCE RHODE ISLAND, INC. 8118499 RIGHT OF USE LIABILITY 45077846 DUE TO CCA HEALTH MICHIGAN INC. 32901837 DUE TO CCA ACO LLC 29987636 DUE TO CCA HEALTH PLANS OF CALIFORNIA, INC. 16404655 DUE TO CCA PO, INC. 6201608 DUE TO RELIANCE NEXT GEN ACO LLC 5094466 DUE TO COMMONWEALTH CARE ALLIANCE MICHIGAN, LLC 1 906508038 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 MINUTEMAN SENIOR SERVICES 26 CROSBY DRIVE BEDFORD MA 01730 042587212 501(C)(3) 11570 0 HOST SPONSORSHIP NATIONAL ASSOCIATION OF SOCIAL WORKERS INC 750 FIRST STREET NE 800 WASHINGTON DC 20002 135643515 501(C)(6) 5500 0 HOST SPONSORSHIP NATIONAL ALLIANCE ON MENTAL ILLNESS OF MASSACHUSETTS 529 MAIN STREET BOSTON MA 02129 042777012 501(C)(3) 10000 0 HOST SPONSORSHIP BRIDGES HOMEWARD INC 60 GORE STREET CAMBRIDGE MA 02141 042104057 501(C)(3) 55000 0 HOST SPONSORSHIP COASTLINE ELDERLY SERVICES INC 863 BELLEVILLE AVENUE NEW BEDFORD MA 02745 042622121 501(C)(3) 20554 0 HOST SPONSORSHIP BOSTON CENTER FOR INDEPENDENT LIVING 60 TEMPLE PLACE 5TH FLOOR BOSTON MA 02111 042546595 501(C)(3) 20000 0 HOST SPONSORSHIP FOOD BANK OF EASTERN MICHIGAN 2300 LAPEER ROAD FLINT MI 48503 382379678 501(C)(3) 12500 0 HOST SPONSORSHIP GLEANERS COMMUNITY FOOD BANK OF SOUTHEASTERN MICHIGAN 2131 BEAUFAIT DETROIT MI 48207 382156255 501(C)(3) 16500 0 HOST SPONSORSHIP PRESIDENT AND FELLOWS OF HARVARD COLLEGE DBA HARVARD MEDICAL SCHOOL 1033 MASSACHUSETTS AVENUE 3RD FLOOR CAMBRIDGE MA 02138 042103580 501(C)(3) 25000 0 HOST SPONSORSHIP HEALTH LAW ADVOCATES INC 1 FEDERAL STREET 5TH FLOOR BOSTON MA 02110 043298116 501(C)(3) 12000 0 HOST SPONSORSHIP ALZHEIMER'S ASSOCIATION 309 WAVERLY OAKS ROAD WALTHAM MA 02452 133039601 501(C)(3) 28500 0 HOST SPONSORSHIP DISABILITY POLICY CONSORTIUM INC 25 KINGSTON 4TH FLOOR BOSTON MA 02111 043570281 501(C)(3) 15000 0 HOST SPONSORSHIP MEDICARE RIGHTS CENTER 266 WEST 37TH STREET 3RD FLOOR NEW YORK NY 10018 133505372 501(C)(3) 20000 0 HOST SPONSORSHIP SOMERVILLE CAMBRIDGE ELDER SERVICES INC 61 MEDFORD STREET SOMERVILLE MA 02143 042515020 501(C)(3) 65076 0 HOST SPONSORSHIP 13 1 PART I, LINE 2: IN 2023, 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 D PALMIERI PRESIDENT & CEO, DIRECTOR 1031000 0 618660 0 332240 0 735560 0 18930 0 2736390 0 112500 0 COURTNEY MURPHY PRESIDENT OF MARKETS (UNTIL 12/15/23 665106 0 186862 0 36570 0 14850 0 42602 0 945990 0 0 0 ELIZABETH GOODMAN SEC CLERK CHIEF LEGAL OFFICER 543336 0 84107 0 2838 0 144192 0 37002 0 811475 0 0 0 ALFRED ENAGBARE CHIEF PEOPLE OFFICER 439471 0 137417 0 8383 0 173145 0 49246 0 807662 0 0 0 SESHA MUDUNURI CHIEF OPERATING OFFICER 541230 0 0 0 2838 0 166816 0 50959 0 761843 0 0 0 DONALD STIFFLER CHIEF DEVELOPMENT OFFICER 399865 0 142508 0 2838 0 148032 0 47717 0 740960 0 0 0 KERIM C TURAN CHIEF RISK COMPLIANCE & ETHICS OFFICER 335690 0 250000 0 1343 0 86851 0 50894 0 724778 0 0 0 ROBERT MACARTHUR CHIEF MEDICAL OFFICER(UNTIL 2/13/23) 136521 0 0 0 443612 0 6192 0 6641 0 592966 0 0 0 MELISSA KUBILUS SENIOR VP MARKETING 309266 0 135000 0 990 0 77850 0 47683 0 570789 0 0 0 MARK WAGGONER GENERAL MANAGER MARKET LEAD 355335 0 66679 0 1518 0 80630 0 41240 0 545402 0 0 0 SEBASTIAAN FOPPEMA GENERAL MANAGER INSTED 375598 0 73542 0 1518 0 77474 0 4264 0 532396 0 0 0 AYSE HAGMANN CHIEF MEDICAL OFFICER(AS OF 6/18/23) 378303 0 46505 0 2838 0 78389 0 10842 0 516877 0 0 0 LISA FLEMING SPECIAL COUNSEL, CCA (UNTIL 12/29/23 359068 0 81610 0 7030 0 12675 0 34600 0 494983 0 0 0 FRANK SCALISE CHIEF FINANCIAL OFFICER (AS OF 6/5/23) 264587 0 0 0 2513 0 87692 0 2650 0 357442 0 0 0 MARY HAMILTON INTERIM FINANCE LEAD (UNTIL 7/07/23) 219844 0 100000 0 1637 0 3988 0 4237 0 329706 0 0 0 SARAH GARRITY FORMER CHIEF MARKETING OFFICER 286901 0 0 0 0 0 0 0 0 0 286901 0 0 0 PART I, LINES 4A-B ROBERT MACARTHUR RECEIVED A SEVERANCE PAYMENT OF $442,942 REPORTED IN SCHEDULE J, PART II, COLUMN B(III). COURTNEY MURPHY RECEIVED A SEVERANCE PAYMENT OF $10,599 REPORTED IN SCHEDULE J, PART II, COLUMN B(III). THE REMAINDER OF COURTNEY'S SEVERANCE WILL BE REPORTED ON THE 2024 FILING. CCA PROVIDES MR. PALMIERI WITH A LONG-TERM BENEFIT, WHICH IF EARNED IN FULL HAS A TARGET VALUE OF $450,000. MR. PALMIERI IS ENTITLED TO PAYMENTS UNDER THIS AWARD PURSUANT TO A VESTING SCHEDULE WHICH COMBINES BOTH TIME AND PERFORMANCE BASED TARGET. UNDER THIS AWARD, MR. PALMIERI RECEIVED $112,500 IN NOVEMBER 2023, PROVIDED THAT HE WAS EMPLOYED AS CCA'S CEO AT THE TIME OF PAYOUT. THE REMAINING AMOUNT OF THE AWARD IS SUBJECT TO ACHIEVEMENT OF LONG-TERM PERFORMANCE GOALS WHICH WERE SET BASED ON THRESHOLD, TARGET AND MAXIMUM CRITERIA BY THE BOARD IN ADVANCE. THE FINAL TRANCHE VESTED ON NOVEMBER 3, 2023 AND MR. PALMIERI WAS PAID AN AMOUNT BASED ON ACHIEVEMENT OF THE PERFORMANCE GOALS. ON DECEMBER 1, 2023, MR. PALMIERI WAS PAID $281,250 (LESS APPLICABLE TAX WITHHOLDING) UPON VESTING OF THE FINAL TRANCHE UNDER THE 2020 LONG TERM INCENTIVE. THE CEO PARTICIPATES IN THE COMMONWEALTH CARE ALLIANCE SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP), A NONQUALIFIED DEFERRED COMPENSATION PLAN EFFECTIVE JANUARY 1, 2022. $154,710 WAS CONTRIBUTED TO THE PLAN IN 2023 AND HAS BEEN REPORTED IN PART II, COLUMN (C) AS DEFERRED COMPENSATION. THE CEO ALSO PARTICIPATES IN AN DEFINED BENEFIT PLAN IN WHICH $566,000 WAS CONTRIBUTED IN 2023 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 IN 2020 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 90% 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 2023, 18% OF BASE SALARY FOR ALFRED ENAGBARE, DONALD STIFFLER, SESHA MUDUNURI, ELIZABETH GOODMAN, KERIM TURAN, FRANK SCALISE, MELISSA KUBILUS, SEBASTIAAN FOPPEMA, 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)). CERTAIN EXECUTIVES PARTICIPATE IN THE EXECUTIVE SERP PLAN. ELIGIBLE PARTICIPANTS HAVE 15% OF THEIR SALARY ACCRUED FOR EACH YEAR WITH A FIVE-YEAR VESTING PERIOD. IN 2023, 15% OF BASE SALARY FOR ALFRED ENAGBARE, DONALD STIFFLER, SESHA MUDUNURI 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. IN ADDITION, SIGNING BONUSES ARE INCLUDED IN PART II, COLUMN (B)(II) FOR CERTAIN INDIVIDUALS. 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 III, LINE 2 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. 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 2023, THE COMMITTEE AND THE BOARD APPROVED THE PAYMENT OF A SHORT TERM INCENTIVE TO THE CEO BASED UPON ACHIEVEMENT OF 2022 PERFORMANCE GOALS WHICH HAD BEEN APPROVED BY THE BOARD IN 2022. 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: 2023 CAPITAL CONTRIBUTION TO INSTED RETAINED EARNINGS ADJUSTMENT 100,000. PRIOR YEAR ADJUSTMENT TO ENDING NET ASSETS 597. WINTER STREET VENTURES LLC 30 WINTER STREET BOSTON MA 02108 812358124 INVEST IN COMPANIES RELATED TO HEALTH CARE DELIVERY AND PAYMENT DE 0 0 COMMONWEALTH CARE ALLIANCE INC 747 CAMBRIDGE STREET LLC 30 WINTER STREET BOSTON MA 02108 464325429 REAL ESTATE HOLDING MA 0 0 COMMONWEALTH CARE ALLIANCE INC INSTED LLC 30 WINTER STREET BOSTON MA 02108 831983756 BROKERING AND DISPATCHING MOBILE INTEGRATED HEALTH SERVICES MA 9091778 2498588 COMMONWEALTH CARE ALLIANCE INC CCA HOUSING SOLUTIONS LLC 30 WINTER STREET BOSTON MA 02108 932767552 PROVIDE HOUSING FOR IMMIGRANTS DE 5321735 3921735 COMMONWEALTH CARE ALLIANCE INC CCA HOME LLC 30 WINTER STREET BOSTON MA 02108 991324915 NOT ACTIVE DE 0 0 COMMONWEALTH CARE ALLIANCE INC BOSTON'S COMMUNITY MEDICAL GROUP INC 30 NORTHAMPTON STREET BOSTON MA 02118 260100022 MEDICAL SERVICE MA 501(C)(3) LINE 3 COMMONWEALTH CARE ALLIANCE INC 1 COMMONWEALTH CLINICAL ALLIANCEINC 30 WINTER STREET BOSTON MA 02108 562382058 CLINICAL SERVICES MA 501(C)(3) LINE 10 COMMONWEALTH CARE ALLIANCE INC 1 THE CENTER TO ADVANCE CONSUMER PARTNERSHIP INC 30 WINTER STREET BOSTON MA 02108 822810261 INNOVATION HUB FOR DEVELOPMENT IN THE QUALITY OF CARE AND HEALTH SERVICES MA 501(C)(3) LINE 12A, I COMMONWEALTH CARE ALLIANCE INC 1 CCA FOUNDATION INC 30 WINTER STREET BOSTON MA 02108 934772832 INACTIVE MA 501(C)(3) PENDING COMMONWEALTH CARE ALLIANCE INC 1 COMMUNITY INTENSIVE CARE INC 30 WINTER STREET BOSTON MA 02108 933780796 MEDICAL SERVICE MA 501(C)(3) PENDING COMMONWEALTH CARE ALLIANCE INC 1 VOICE CARE TECH HOLDINGS LLC 30 WINTER STREET BOSTON MA 02108 882835914 HOLDING COMPANY MA COMMONWEALTH CARE ALLIANCE INC RELATED -252505 163926 0 1 0.51120 CCA ACO LLC 23900 ORCHARD LAKE RD SUITE 200 FARMINGTON HILLS MI 48336 461262045 MEDICARE SHARED SAVINGS PROGRAM ACO MI COMMONWEALTH CARE ALLIANCE MICHIGAN LLC RELATED -755768 18342149 0 0 0.58670 RELIANCE NEXT GEN ACO LLC 23900 ORCHARD LAKE RD SUITE 200 FARMINGTON HILLS MI 48336 812185714 MEDICARE FEE FOR SERVICE NEXGEN ACO MI COMMONWEALTH CARE ALLIANCE MICHIGAN LLC RELATED -667450 458760 0 0 0.60000 COMMONWEALTH CARE ALLIANCE MASSACHUSETTS INC 30 WINTER STREET BOSTON MA 02108 854228186 MEDICARE ADVANTAGE PRODUCTS MA COMMONWEALTH CARE ALLIANCE INC C 30076774 36943972 1.00000 1 COMMONWEALTH CARE ALLIANCE RHODE ISLAND INC 30 WINTER STREET BOSTON MA 02108 854310885 MEDICARE ADVANTAGE PRODUCTS MA COMMONWEALTH CARE ALLIANCE INC C 8385165 17781398 1.00000 1 COMMONWEALTH CARE ALLIANCE INDIANA LLC 30 WINTER STREET BOSTON MA 02108 873317576 MEDICARE ADVANTAGE PRODUCTS IN COMMONWEALTH CARE ALLIANCE INC C 25408 532289 1.00000 1 COMMONWEALTH CARE ALLIANCE MICHIGAN LLC 30 WINTER STREET BOSTON MA 02108 872560730 HOLDING COMPANY MI COMMONWEALTH CARE ALLIANCE INC C 1.00000 1 CCA HEALTH MICHIGAN INC 23900 ORCHARD LAKE RD SUITE 210 FARMINGTON MI 48336 814977640 MEDICAL SERVICES TO PERSONS IN MICHIGAN MI COMMONWEALTH CARE ALLIANCE MICHIGAN LLC C 11005906 14557879 0.70000 1 CCA PO INC 23900 ORCHARD LAKE RD SUITE 210 FARMINGTON MI 48336 813685900 PHYSICIAN CONTRACTING ORGANIZATION MI COMMONWEALTH CARE ALLIANCE MICHIGAN LLC C 1237068 2896071 0.60000 1 COMMONWEALTH CARE ALLIANCE CALIFORNIA LLC 30 WINTER STREET BOSTON MA 02108 873361607 HOLDING COMPANY CA COMMONWEALTH CARE ALLIANCE INC C 10343617 1.00000 1 CCA HEALTH PLANS OF CALIFORNIA (FKA VITALITY HEALTH PLAN OF CALIFORNIA INC) 18000 STUDEBAKER RD STE 150 CERRITOS CA 90703 814822508 ARRANGES FOR HEALTHCARE SERVICES TO MEDICARE BENEFICIARIES CA COMMONWEALTH CARE ALLIANCE CALIFORNIA LLC C 4940909 10903419 1.00000 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 1 COMMONWEALTH CLINICAL ALLIANCE M 10395120 FAIR MARKET VALUE BOSTON'S COMMUNITY MEDICAL GROUP INC M 63051921 FAIR MARKET VALUE COMMONWEALTH CARE ALLIANCE MASSACHUSETTS INC L 2414080 FAIR MARKET VALUE COMMONWEALTH CARE ALLIANCE RHODE ISLAND INC L 670211 FAIR MARKET VALUE CCA HEALTH MICHIGAN L 1038448 FAIR MARKET VALUE CCA HEALTH PLANS OF CALIFORNIA INC L 329882 FAIR MARKET VALUE THE CENTER TO ADVANCE CONSUMER PARTNERSHIP INC L 230214 FAIR MARKET VALUE