2023-11-08T15:51:20-06:00 2022-12-31 135565207 KPMG LLP 1300 SW 5TH AVENUE SUITE 3800 PORTLAND OR 97201 990 2022-01-01 463264330 HEALTH PLAN OF CAREOREGON INC HEAL 5034164100 315 SW FIFTH AVE PORTLAND OR 97204 TERESA K LEARN CHIEF FINANCIAL OFFICER 5034164100 2023-11-07 1 TERESA LEARN 999009999 0 DAVID M HIGHFILL P01517189 5032216500 2023-11-01 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z ERIC HUNTER 315 SW FIFTH AVE PORTLAND OR 97204 261436001 0 X WWW.CAREOREGONADVANTAGE.ORG X 2005 OR TO INSPIRE AND PARTNER TO CREATE QUALITY AND EQUITY IN INDIVIDUAL AND COMMUNITY HEALTH. 14 13 0 16 0 0 0 25 218129991 259270182 2753477 1157820 0 0 220883468 260428027 0 0 0 0 15598844 18466175 0 0 0 208250860 248315671 223849704 266781846 -2966236 -6353819 112759988 102783903 56899341 59024901 55860647 43759002 X SEE SCHEDULE O 0 0 239550192 259270182 MEDICARE PLAN - SEE SCHEDULE O 6940330 6940330 246490522 1 0 0 0 0 0 0 0 0 0 0 0 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 0 0 0 1 1160 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 14 13 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 OR X TERESA KENNEDY LEARN CFO 5034161415 315 SW FIFTH AVE PORTLAND OR 97204 DAMIEN R HALL BOARD CHAIRMAN 1.00 3.00 X X 0 0 0 SUSAN M HENNESSY BOARD VICE CHAIRMAN 1.00 3.00 X X 0 0 0 KERRY BARNETT BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 ANDREW MCCULLOCH BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 JOANNE FULLER BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 GLENN S RODRIQUEZ BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 BRENDA I JOHNSON BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 NATHALIE JOHNSON BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 HYOSUK RHEE BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 ROBERT C STEWART BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 TAEKYUNG HAN BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 GINA F NIKKEL BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 WOODRUFF J ENGLISH II BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 LARRY GAINES DIDWAY JR BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 JACQUELINE MERCER BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 JONATHAN PAUL BETLINSKI BOARD OF DIRECTOR 1.00 3.00 X 0 0 0 ERIC C HUNTER CEO,PRESIDENT & BOARD OF DIRECTOR 6.44 33.56 X X 0 753252 43434 TERESA K LEARN CFO, BOARD TREASURER 6.52 33.48 X 0 384840 44985 JEREMIAH RIGSBY CHIEF OF STAFF & SECRETARY 7.40 32.60 X 0 262895 19816 AMIT R SHAH CHIEF MEDICAL OFFICER 5.52 34.48 X 0 546813 54767 AMY L DOWD CHIEF OPERATIONS OFFICER 6.44 33.56 X 0 416812 62560 JAMES MASON CHIEF EQUITY, DIVERSITY & INCLUSION OFFICER 7.40 32.60 X 0 302310 44795 NORA LEIBOWITZ CHIEF STRATEGY OFFICER 6.44 33.56 X 0 269100 36898 NATHAN CORLEY VICE PRESIDENT, INFO SVCS/ANALYTICS 6.44 33.56 X 0 287909 40550 CHRISTINE SENZ VICE PRESIDENT, MEDICARE 40.00 0.00 X 0 252447 30065 DOUGLAS R LUTHER SR. MEDICAL DIRECTOR, OPERATIONS 10.80 29.20 X 0 359496 30282 JOHN BISCHOF MEDICAL DIRECTOR - BEHAVIORAL HEALTH 8.00 32.00 X 0 364484 55474 MARY B ENGRAV MED. DIRECTOR - BENEFIT/UTILIZATION 5.12 34.88 X 0 357610 58400 SAFINA KOREISHI SR. MEDICAL DIRECTOR, CLINICAL SERVICES 2.46 37.54 X 0 334950 35815 0 4892918 557841 304 0 1 0 GIFTANGO LLC 111 SW 5TH AVE SUITE 900 PORTLAND OR 97204 MEMBER HEALTH REWARD ADMIN & MGMT 1854160 CARRIE DUFFEY 2937 W 2ND ST WASHOUGAL WA 98671 BROKER COMMISSIONS 589048 AVALERE HEALTH PO BOX 744181 ATLANTA GA 30374 HEALTHCARE STRATEGIES, TRANSFORMATION 377500 PURFOODS 3210 SE CORPORATE WOODS DR ANKENY IA 50021 POST-DISCHARGE MEAL DELIVERY SERVICES 280374 STEVEN PEARSE 14830 NW MARGUERITE LN PORTLAND OR 97229 BROKER COMMISSIONS 236008 10 25 25 PREMIUM REVENUE 524114 259270182 259270182 259270182 1168919 1168919 996875 1007974 -11099 -11099 -11099 260428027 259270182 0 1157820 861952 498322 363630 12975937 7523027 5452910 1561507 1008831 552676 2046039 1481136 564903 1020740 583691 437049 482 482 74850 74850 69338 69338 9003816 3327896 5675920 184650 161071 23579 746092 745884 208 296775 15796 280979 90 90 15203 15203 20462 2590 17872 5217 5217 MEMBER HEALTHCARE EXP 229922446 229922446 7976250 1219832 6756418 266781846 246490522 20291324 0 2511829 8484958 22592042 16266412 28350855 21267625 59190207 54545049 115055 2219859 112759988 102783903 3675620 973688 53223721 58051213 56899341 59024901 X 55860647 43759002 55860647 43759002 112759988 102783903 -6353819 -5747826 0 X 0 1 X 1 0 X 25 25 229360699 185494833 199809085 218129991 259270182 1092064790 229360699 185494833 199809085 218129991 259270207 1092064815 0 0 0 1092064815 1645138 1778625 1581928 1555668 1168919 7730278 1645138 1778625 1581928 1555668 1168919 7730278 231005837 187273458 201391013 219685659 260439126 1099795093 0.99300 0.00700 X 0 MEDICAL CLAIMS PAYABLE 38686902 INTERCOMPANY LIABILITIES 4275548 PREMIUM RECOUPMENT PAYABLE 481827 SURPLUS NOTE PAYABLE 10000000 MEDICARE ADVANCES PAYABLE 4606936 58051213 X PART X, LINE 2: THE INTERNAL REVENUE SERVICE HAS RECOGNIZED HEALTH PLAN OF CAREOREGON, INC. AS EXEMPT FROM FEDERAL INCOME TAXES UNDER PROVISIONS OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE COMPANY RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE COMPANY RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN INTEREST EXPENSE AND OTHER ADMINISTRATIVE EXPENSES, RESPECTIVELY. X 1 1 X X X X 0 0 0 0 0 0 0 0 0 ERIC C HUNTER CEO,PRESIDENT & BOARD OF DIRECTOR 0 597223 0 154889 0 1140 0 27000 0 16434 0 796686 0 0 AMIT R SHAH CHIEF MEDICAL OFFICER 0 455366 0 90727 0 720 0 27000 0 27767 0 601580 0 0 AMY L DOWD CHIEF OPERATIONS OFFICER 0 341734 0 74358 0 720 0 27000 0 35560 0 479372 0 0 TERESA K LEARN CFO, BOARD TREASURER 0 314602 0 69518 0 720 0 24618 0 20367 0 429825 0 0 JOHN BISCHOF MEDICAL DIRECTOR - BEHAVIORAL HEALTH 0 314599 0 36735 0 13150 0 27000 0 28474 0 419958 0 0 MARY B ENGRAV MED. DIRECTOR - BENEFIT/UTILIZATION 0 308401 0 36882 0 12327 0 26018 0 32382 0 416010 0 0 DOUGLAS R LUTHER SR. MEDICAL DIRECTOR, OPERATIONS 0 299840 0 58621 0 1035 0 27000 0 3282 0 389778 0 0 SAFINA KOREISHI SR. MEDICAL DIRECTOR, CLINICAL SERVI 0 282331 0 51584 0 1035 0 25588 0 10227 0 370765 0 0 JAMES MASON CHIEF EQUITY, DIVERSITY & INCLUSION 0 257812 0 43778 0 720 0 18930 0 25865 0 347105 0 0 NATHAN CORLEY VICE PRESIDENT, INFO SVCS/ANALYTICS 0 245619 0 41570 0 720 0 23575 0 16975 0 328459 0 0 NORA LEIBOWITZ CHIEF STRATEGY OFFICER 0 264628 0 3507 0 965 0 15766 0 21132 0 305998 0 0 JEREMIAH RIGSBY CHIEF OF STAFF & SECRETARY 0 215197 0 46978 0 720 0 16550 0 3266 0 282711 0 0 CHRISTINE SENZ VICE PRESIDENT, MEDICARE 0 219065 0 32662 0 720 0 18168 0 11897 0 282512 0 0 PART I, LINE 1A CAREOREGON REIMBURSED HEALTH CLUB DUES FOR ERIC HUNTER, CEO; NORA LEIBOWITZ, CHIEF STRATEGY OFFICER; DOUGLAS LUTHER, SENIOR MEDICAL DIRECTOR; MARY ENGRAV, MEDICAL DIRECTOR; AND SAFINA KOREISHI, SR. MEDICAL DIRECTOR; IN THE AMOUNT OF $420, $245, $315, $420, AND $315 RESPECTIVELY. THIS REIMBURSEMENT WAS INCLUDED AS TAXABLE COMPENSATION TO THESE PARTIES. FORM 990, PART III, LINE 1 TAX-EXEMPT PURPOSE AND MISSION OF HEALTH PLAN OF CAREOREGON HEALTH PLAN OF CAREOREGON IS A HEALTHCARE SERVICE CONTRACTOR INCORPORATED AND DOMICILED IN THE STATE OF OREGON AND IS REGULATED BY THE STATE OF OREGON DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, DIVISION OF FINANCIAL REGULATION. WE CREATED CAREOREGON ADVANTAGE PLUS AS A SPECIAL NEEDS MEDICARE ADVANTAGE PRESCRIPTION DRUG PLAN ("SNP PLAN") THAT IS ORGANIZED TO BENEFIT MEDICAID AND MEDICARE DUALLY ELIGIBLE MEMBERS IN OREGON. WE PROVIDE MANAGED CARE SERVICES TO APPROXIMATELY 16,000 MEMBERS. WE PROVIDE HEALTH BENEFITS THROUGH OUR CONTRACTED NETWORK OF HOSPITALS, PARTICIPATING PHYSICIANS, AND OTHER HEALTHCARE ORGANIZATIONS AND OPERATE UNDER ANNUAL CONTRACTS WITH THE CENTERS FOR MEDICARE AND MEDICAID SERVICES (CMS), WHICH PAYS A RISK ADJUSTED RATE PER MEMBER. OUR SNP PLAN COORDINATES MEDICARE, OREGON HEALTH PLAN (MEDICAID) AND PRESCRIPTION DRUG BENEFITS THE CONVENIENCE OF OUR MEMBERS, PROVIDING MEDICAID BENEFITS PLUS ALL OF THE BENEFITS OF ORIGINAL MEDICARE WITH NO MONTHLY PREMIUM AND $0 COPAYS. CAREOREGON ("THE PARENT") IS A MEDICAID MANAGED HEALTHCARE PLAN THAT PROVIDES HEALTHCARE SERVICES TO MEMBERS WHO ARE ENROLLED IN THE OREGON HEALTH PLAN, WHICH IS ADMINISTERED BY THE OREGON HEALTH AUTHORITY (OHA) OF THE STATE OF OREGON'S DEPARTMENT OF HUMAN SERVICES. THE PARENT IS A STATE OF OREGON CHARITABLE NONPROFIT PUBLIC BENEFIT CORPORATION ORGANIZED AND OPERATED EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, AND SCIENTIFIC PURPOSES, INCLUDING, FOR SUCH PURPOSES, MAKING DISTRIBUTIONS TO ORGANIZATIONS THAT QUALIFY AS EXEMPT ORGANIZATIONS UNDER SECTION501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986. THE PARENT'S VISION IS HEALTHY COMMUNITIES FOR ALL INDIVIDUALS REGARDLESS OF INCOME OR SOCIAL CIRCUMSTANCES. CAREOREGON'S MISSION IS TO INSPIRE AND PARTNER TO CREATE QUALITY AND EQUITY IN INDIVIDUAL AND COMMUNITY HEALTH. CAREOREGON PROVIDES MANAGED CARE SERVICES TO NEARLY 500,000 OREGON HEALTH PLAN (MEDICAID) MEMBERS. BY LISTENING TO OUR MEMBERS AND EXPLORING INNOVATIVE SOLUTIONS WITH OUR PROVIDERS AND COMMUNITIES, WE HELP OREGONIANS PREVENT ILLNESS AND LIVE BETTER LIVES. EVERY DAY, WE STRENGTHEN OUR COMMUNITIES BY MAKING HEALTH CARE WORK FOR EVERYONE. WE HELP HUNDREDS OF THOUSANDS OF OREGONIANS GET THE CARE THEY DESERVE. WE BELIEVE GOOD HEALTH IS MORE THAN HEALTH CARE. THAT'S WHY WE INVEST IN PROGRAMS THAT HELP PEOPLE GET HOUSING, HEALTHY FOOD, JOB TRAINING AND MORE. OUR MEMBERS' LIVES TOUCH COUNTLESS OTHER LIVES. WHEN THEY ARE STRONGER, WE ARE ALL STRONGER. THAT'S THE CAREOREGON EFFECT. HEALTH PLAN OF CAREOREGON MAINTAINS A MANAGEMENT AGREEMENT WITH THE PARENT. UNDER THE TERMS OF THIS MANAGEMENT AGREEMENT, WE UTILIZE THE PARENT'S PERSONNEL, OFFICE SPACE, EQUIPMENT, COMPUTER SYSTEMS, SOFTWARE, AND OPERATING METHODOLOGIES TO MANAGE OUR BUSINESS. ON DECEMBER 14, 2022, CAREOREGON AND CALIFORNIA-BASED SCAN GROUP ANNOUNCED THAT THEY HAVE ENTERED INTO A DEFINITIVE AGREEMENT TO COMBINE AS A MISSION-DRIVEN NOT-FOR-PROFIT HEALTHCARE ORGANIZATION UNDER THE NAME HEALTHRIGHT GROUP, SUBJECT TO APPROVALS FROM THEIR REGULATORS. HEALTHRIGHT GROUP WILL BRING TOGETHER THE EXPERTISE AND RESOURCES OF TWO ORGANIZATIONS TO IMPROVE ACCESS FOR PEOPLE TRADITIONALLY UNDERSERVED BY THE U.S. HEALTHCARE SYSTEM. PART III, LINE 4 STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS MEDICARE PLAN: HEALTH PLAN OF CAREOREGON ADMINISTERS A SNP PLAN, WHICH PROVIDES CONTINUITY OF COVERAGE FOR MEMBERS WHO ARE DUALLY ELIGIBLE FOR MEDICARE AND MEDICAID. THE CONTINUITY BENEFITS BOTH PATIENTS AND PROVIDERS BY ENSURING A COORDINATED AND CONVENIENT MEANS OF RECEIVING AND DELIVERING QUALITY CARE. THESE MEDICARE PLANS SERVED APPROXIMATELY 16,000 MEMBERS. SOME EXAMPLES OF BENEFITS OFFERED BY OUR SNP PLAN ARE AS FOLLOWS: - OTC (OVER THE COUNTER) PLUS DEBIT CARD - DENTAL VISA FLEX CARD - EYE EXAMS, GLASSES AND LENSES EVERY YEAR - GYM MEMBERSHIP OR HOME FITNESS KITS - MEAL DELIVERY SERVICE AFTER HOSPITAL, REHAB OR SKILLED NURSING FACILITY DISCHARGE - 24/7 NURSE ADVISE LINE - REWARDS FOR COMPLETING HEALTHY ACTIVITIES WE WORKED STRATEGICALLY WITH OUR BOARD OF DIRECTORS, PROVIDER NETWORK AND COMMUNITY BENEFIT ORGANIZATIONS AND DEMONSTRATED OUR COMMITMENT TO MINIMIZE HEALTH DISPARITIES FOR OUR MEMBERS OF COLOR, THOSE MOST HARMED BY SYSTEMATIC AND STRUCTURAL OPPRESSION IN THE COMMUNITY WE SERVE. OUR COMMITMENT WAS DEMONSTRATED BY US PLAYING A VITAL ROLE IN SOCIAL DETERMINANTS OF HEALTH SPENDING IN OUR OPERATING TERRITORY. WE CONTINUE TO FOCUS ON OUR MEMBERS' ACCESS TO ESSENTIAL SERVICES SUCH AS HOUSING, EDUCATION AND HEALTHY FOOD, AND CARE INTEGRATION BY ENSURING OUR MEMBERS HAVE ACCESS TO CULTURALLY AND LINGUISTICALLY APPROPRIATE CARE THAT IS COORDINATED ACROSS PRIMARY, SPECIALTY, BEHAVIORAL AND ORAL HEALTH. IN THE THIRD YEAR OF THE PANDEMIC, WE CONTINUED TO IMPROVE OUR MEMBER BENEFIT OFFERINGS. CAREOREGON ADVANTAGE DENTAL FLEX CARD WAS INTRODUCED AS A NEW SUPPLEMENTAL BENEFIT TO OUR MEMBERS. COMPREHENSIVE AND PREVENTIVE DENTAL SERVICES ARE COVERED UP TO THE $1,500 ANNUAL MAXIMUM ALLOWANCE. REWARDS FOR COMPLETING HEALTH ACTIVITIES UP TO $455 PER MEMBER PER YEAR WERE ALSO OFFERED TO ENCOURAGE AND INCENTIVIZE HEALTH HABITS AMONG OUR MEMBERS. PART IV, LINE 12/12A CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022, AN AUDIT WAS PERFORMED BY AN INDEPENDENT AUDITOR FOR THE CONSOLIDATED ENTITY OF CAREOREGON, WHICH INCLUDES THE PARENT, HEALTH PLAN OF CAREOREGON, INC., CARE ACCESS LLC, COLUMBIA PACIFIC CCO, LLC, JACKSON COUNTY CCO, LLC HOUSECALL PROVIDERS SERVICES, LLC, AND HOUSECALL PROVIDERS, PC. IN ADDITION, HEALTH PLAN OF CAREOREGON HAD A STAND-ALONE STATUTORY AUDIT FOR THE PURPOSE OF REGULATORY FILING FOR THE YEAR ENDED DECEMBER 31, 2022. FORM 990, PART VI, SECTION B, LINE 11B HEALTH PLAN OF CAEROREGON'S FORM 990 GOES THROUGH MULTIPLE LAYERS OF REVIEWS BEFORE IT IS REVIEWED BY THE CFO, FINANCE COMMITTEE AND THE BOARD OF DIRECTORS BEFORE IT IS FILED. THE FORM 990 IS REVIEWED AND DISCUSSED AT THE FINANCE COMMITTEE MEETING PRIOR TO FILING. ALL REVIEWERS ARE GIVEN TIME TO RESPOND WITH ANY REVISIONS. AFTER INCORPORATION OF ALL REVISIONS, THE FORM 990 IS REDISTRIBUTED TO THE REVIEWERS FOR A FINAL REVIEW AND APPROVAL PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY OF THE PARENT AND ITS AFFILIATES, WHICH INCLUDES HEALTH PLAN OF CAREOREGON, IS DISTRIBUTED TO THE BOARD MEMBERS ANNUALLY. IT APPLIES TO DIRECTORS, OFFICERS AND KEY EMPLOYEES (ON THE BASIS OF TESTS SET FORTH IN IRS FORM 990), AND ANY OTHER INDIVIDUAL IN A POSITION TO EXERCISE SIGNIFICANT INFLUENCE OVER A DECISION HAVING MATERIAL ECONOMIC IMPACT FOR HEALTH PLAN OF CAREOREGON (COLLECTIVELY COVERED PERSONS). THE CONFLICT OF INTEREST POLICY IS REVIEWED AND APPROVED ANNUALLY BY THE BOARD. AN ANNUAL CONFLICT OF INTEREST DECLARATION AND INDEPENDENCE QUESTIONNAIRE IS DISTRIBUTED TO ALL COVERED PERSONS FOR CAREOREGON THE PARENT AND ITS AFFILIATES. THROUGH THE DISTRIBUTED DOCUMENT, EACH COVERED PERSON SIGNS AND ACKNOWLEDGES THEIR COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY AND REPORTS FAMILY AND BUSINESS RELATIONSHIPS THAT ARE USED TO DETERMINE THE INDEPENDENCE OF A DIRECTOR PURSUANT TO THE DEFINITION AND TESTS SET FORTH IN IRS FORM 990. THE GOVERNANCE COMMITTEE REVIEWS THE RESPONSES TO THE ANNUAL QUESTIONNAIRES AND MAKES RECOMMENDATIONS TO THE FULL BOARD ON ANY RESOLUTIONS OR ACTIONS REQUIRED TO MITIGATE ANY CONFLICTS OF INTEREST. FOR 2022, THERE WERE NO CONFLICTS OF INTEREST REQUIRING RESOLUTION OR ACTIONS. AT THE BEGINNING OF EACH MEETING OF THE BOARD OF DIRECTORS, THE CHAIR ASKS ALL MEMBERS PRESENT TO DECLARE ANY CONFLICTS OF INTEREST SO THE BOARD IS UPDATED ON ANY NEW CONFLICTS THAT MAY HAVE ARISEN SINCE THE LAST ANNUAL QUESTIONNAIRE. ALL SIGNED CONFLICT OF INTEREST POLICY ACKNOWLEDGEMENTS AND INDEPENDENCE QUESTIONNAIRES ARE RETAINED AT THE PARENT'S OFFICE. IF FOR A SPECIFIC MATTER REQUIRING BOARD ACTION, A CONFLICT OF INTEREST EXISTS, AS DETERMINED BY THE BOARD, AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE MEETING, DISCLOSING THE EXISTENCE OF HIS OR HER INTEREST AND SHALL DISCLOSE ALL MATERIAL FACTS. FOLLOWING THE PERSON'S DISCLOSURES AND AFTER ANY DISCUSSION WITH THE BOARD, THE INDIVIDUAL LEAVES THE MEETING WHILE THE BOARD INDEPENDENTLY DISCUSSES THE MATTER BEFORE IT VOTES ON THE PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING THE CONFLICT OF INTEREST. IF THERE IS REASONABLE QUESTION ABOUT THE APPROPRIATENESS OF THE PROPOSED TRANSACTION OR ARRANGEMENT, THE CHAIR SHALL APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTIONS OR ARRANGEMENTS. AFTER EXERCISING DUE DILIGENCE, THE BOARD SHALL EVALUATE THE RESULTING ALTERNATIVES PRESENTED BY THE APPOINTED PERSON OR COMMITTEE. IF AN APPROPRIATE CONFLICT- FREE ALTERNATIVE IS NOT REASONABLY ATTAINABLE, THE BOARD SHALL DETERMINE BY MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE ORIGINAL TRANSACTION OR ARRANGEMENT IS IN HEALTH PLAN OF CAREOREGON'S BEST INTERESTS, FOR HEALTH PLAN OF CAREOREGON'S OWN BENEFIT, WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO HEALTH PLAN OF CAREOREGON, AND WHETHER THE TRANSACTION IS IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. THE BOARD SHALL THEN VOTE WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH THE EVALUATION OF THE FOREGOING. FORM 990, PART VI, SECTION B, LINE 15 MARKET DATA ON THE TOTAL COMPENSATION PACKAGE FOR EXECUTIVE POSITIONS ARE PROVIDED ANNUALLY BY AN OUTSIDE INDEPENDENT COMPENSATION CONSULTANT USING COMPARABLE ORGANIZATIONS BY INDUSTRY, FOR-PROFIT AND NON-PROFIT STATUS AND SIZE BY REVENUE. THE COMPENSATION COMMITTEE OF THE BOARD, CONSISTING OF A MAJORITY OF INDEPENDENT BOARD MEMBERS, REVIEWS MARKET DATA, EVALUATES CEO PERFORMANCE AND REVIEWS CEO RECOMMENDATIONS FOR COMPENSATION FOR OTHER EXECUTIVE OFFICERS. THE COMMITTEE PRESENTS ITS RECOMMENDATIONS FOR CEO TO THE BOARD. COMPENSATION DECISIONS ARE APPROVED BY BOARD RESOLUTION. THE BOARD REVIEWS THE COMPENSATION COMMITTEE'S RECOMMENDATION FOR THE COMPENSATION OF ALL OTHER EMPLOYEES AS PART OF THE BUDGET APPROVAL PROCESS. THE PROCESS OF DETERMINING THE COMPENSATION OF TOP MANAGEMENT OFFICIALS AND KEY OFFICERS INCLUDES A REVIEW OF AN INDEPENDENT CONSULTANT'S REPORT OF COMPARABLE SALARIES OF SIMILAR ORGANIZATIONS AND IS GUIDED BY WRITTEN COMPENSATION PRACTICES. WITH THE CEO AND ALL OTHER OFFICERS ABSENT FROM THE EXECUTIVE SESSION, THE BOARD APPROVES THE SALARY OF THE CEO. THIS COMPENSATION APPROVAL PROCESS WAS LAST UNDERTAKEN ON MARCH 10, 2023 FOR THE CEO, AND THE CEO'S RECOMMENDATIONS FOR OTHER OFFICERS. THERE IS CONTEMPORANEOUS DOCUMENTATION OF THIS PROCESS AND THE RESULTS. FORM 990, PART VI, SECTION C, LINE 19 THE TAX RETURN INFORMATION IS AVAILABLE UPON REQUEST. WHILE NO REQUIREMENT TO MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC EXISTS, HEALTH PLAN OF CAREOREGON WILL CONSIDER ALL REQUESTS FOR THESE DOCUMENTS ON A CASE-BY-CASE BASIS. CAREOREGON INC 315 SW FIFTH AVE PORTLAND OR 97204 930933975 MANAGEMENT OR 501(C)(3) LINE 10 N/A 0 HOUSECALL PROVIDERS PC 315 SW FIFTH AVE PORTLAND OR 97204 821663503 CLINICAL OR 501(C)(3) LINE 10 CAREOREGON INC 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 0 1