2025-05-15T14:45:39-05:00 2024-06-30 ERNST & YOUNG US LLP 7676 FORSYTH BLVD SUITE 2600 CLAYTON MO 63105 990 2023-07-01 043167608 CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATION INC % JILL BATTY CAMB 7813380311 COMMERCE PLACE 350 MAIN ST Suite 31 MALDEN MA 02148 JILL BATTY SVP FINANCE/CFO 7813380332 2025-05-07 true true COLLIN ROHS P01895688 3142901000 2025-04-29 2023 2025-03-06 01:10:19Z ASSAAD SAYAH 1493 CAMBRIDGE ST CAMBRIDGE MA 02139 183138639 false X N/A X 1992 MA THE ORGANIZATION EMPLOYS AND CONTRACTS WITH PHYSICIANS AND OTHER MEDICAL PROFESSIONALS WHOSE SERVICES IT PROVIDES TO CHA. PLEASE SEE SCHEDULE O FOR FULL DISCLOSURE. 3 0 761 0 0 0 154535648 181699052 1261992 1439587 0 0 0 0 155797640 183138639 0 0 0 0 126721012 149130154 0 0 0 29076628 34008485 155797640 183138639 0 20004781 28834648 12208983 20273569 7795798 8561079 X THE ORGANIZATION EMPLOYS AND CONTRACTS WITH PHYSICIANS AND OTHER MEDICAL PROFESSIONALS WHOSE SERVICES IT PROVIDES TO CHA. 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(THE "ORGANIZATION") THROUGH A RELATED ORGANIZATION'S PAYROLL. TRUSTEES OF THE ORGANIZATION WHO WERE COMPENSATED BY A RELATED ORGANIZATION WERE COMPENSATED FOR SERVICES THAT WERE RENDERED IN OTHER ROLES. TRUSTEES OF THE ORGANIZATION RECEIVE NO COMPENSATION AS TRUSTEES. THE ORGANIZATION RELIES ON ITS PARENT, CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE ("CHA"), TO DETERMINE COMPENSATION FOR THE ORGANIZATION'S PRESIDENT. THE COMMITTEE IS COMPOSED OF INDEPENDENT PERSONS. TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S PRESIDENT, CHA USED A COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE COMPENSATION COMMITTEE OF THE BOARD OF CHA. THE ORGANIZATION ENTERED INTO A WRITTEN EMPLOYMENT AGREEMENT WITH THE PRESIDENT. PART I, LINE 7: MANY OF THE EMPLOYEES OF CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATION, INC. PARTICIPATE IN COMPENSATION MODELS WHICH INCLUDE VARIABLE PAY FOR PERFORMANCE. CRITERIA FOR EARNING INCENTIVES CAN INCLUDE PRODUCTIVITY, CITIZENSHIP, ACHIEVEMENT VS QUALITY MEASURES, OR OTHER FACTORS AS DETERMINED ANNUALLY BY THE ORGANIZATION. TRUSTEES OF CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATION, INC. RECEIVE NO COMPENSATION AS TRUSTEES. PART II: THE FOLLOWING INDIVIDUALS WERE BOARD MEMBERS AND OFFICERS WHO WERE COMPENSATED FOR THEIR POSITION AT THE ORGANIZATION'S SOLE CORPORATE MEMBER, CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE, AND ITS RELATED ORGANIZATIONS: ASSAAD SAYAH, MD JILL BATTY ANDREW FUQUA PART I, LINE 1 & PART III, LINE 1: CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATION, INC. (THE "ORGANIZATION") IS A WHOLLY-OWNED SUBSIDIARY OF THE CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE ("CHA"), A PUBLIC SAFETY NET HEALTH SYSTEM CREATED BY AND EXISTING PURSUANT TO SPECIAL ACT OF THE MASSACHUSETTS LEGISLATURE. IN FURTHERANCE OF CHA'S MISSION TO IMPROVE THE HEALTH OF THE COMMUNITIES IT SERVES, THE ORGANIZATION (1) EMPLOYS AND CONTRACTS WITH PHYSICIANS, PHYSICIAN GROUPS, AND OTHER MEDICAL PROFESSIONALS WHOSE SERVICES IT PROVIDES TO CHA AND (2) SUPPORTS TEACHING AND RESEARCH ACTIVITIES AT CHA. PART I, LINES 3 & 4 AND PART VI, LINES 1A & 1B CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZAIONS, INC. (THE "ORGANIZATION") DOES NOT HAVE ANY INDEPENDENT BOARD MEMBERS SINCE ALL OF THE BOARD MEMBERS ARE COMPENSATED BY A RELATED ORGANIZATION AND APPOINTED BY CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE ("CHA"). CHA IS A PUBLIC INSTRUMENTALITY CREATED BY AND EXISTING PURSUANT TO SPECIAL ACT OF THE MASSACHUSETTS LEGISLATURE AND THE SOLE CORPORATE MEMBER OF THE ORGANIZATION. PART III, LINE 4A CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATION, INC. (THE "ORGANIZATION") IS A WHOLLY-OWNED SUBSIDIARY AND SUPPORTING ORGANIZATION OF CAMBRIDGE PUBLIC HEALTH COMMISSION, A REGIONAL PUBLIC SAFETY NET HEALTH SYSTEM CONDUCTING BUSINESS UNDER THE NAME CAMBRIDGE HEALTH ALLIANCE ("CHA"). CHA OPERATES (A) THREE INPATIENT HOSPITAL CAMPUSES, ONE OF WHICH PROVIDES ONLY INPATIENT PEDIATRIC PSYCHIATRY SERVICES AND TWO OF WHICH ARE COMMUNITY LEVEL MEDICAL SURGICAL CAMPUSES WITH FULL-SERVICE EMERGENCY DEPARTMENTS, AND (B) A NETWORK OF AMBULATORY CARE CLINICS IN THE MASSACHUSETTS COMMUNITIES OF CAMBRIDGE, SOMERVILLE, MALDEN, REVERE, AND EVERETT. CHA ALSO PROVIDES PUBLIC HEALTH SERVICES AND PROGRAMS IN ITS SERVICE AREA. CHA QUALIFIES AS A DISPROPORTIONATE SHARE HOSPITAL UNDER MEDICARE AND MEDICAID, AND THE MAJORITY OF ITS PATIENTS ARE UNINSURED OR UNDER-INSURED. IN FURTHERANCE OF CHA'S MISSION TO IMPROVE THE HEALTH OF THE COMMUNITIES IT SERVES, THE ORGANIZATION (A) EMPLOYES AND CONTRACTS WITH PHYSICIANS, PHYSICIAN GROUPS, AND OTHER MEDICAL PROFESSIONALS WHOSE SERVICE IT PROVIDES TO CHA AND (2) SUPPORTS TEACHING AND RESEARCH ACTIVITIES AT CHA. THE ORGANIZATION'S PHYSICIANS AND OTHER PROVIDERS RENDER PRIMARY CARE SERVICES, OUTPATIENT SPECIALTY SERVICES, HOSPITAL-BASED SERVICES, AND INPATIENT AND OUTPATIENT PSYCHIATRIC SERVICES TO THE COMMUNITIES AND POPULATIONS SERVED BY CHA. ALTHOUGH THE PRIMARY FOCUS OF MOST PHYSICIANS AND OTHER PROVIDERS IS PROVIDING CLINICAL CARE AND SERVICE TO PATIENTS, MANY PHYSICIANS AND OTHER PROVIDERS ALSO PARTICIPATE IN TEACHING AND/OR RESEARCH PROGRAMS. TEACHING RESPONSIBILITIES SUPPORT CHA'S FIVE MEDICAL RESIDENCY PROGRAMS AND ALSO INCLUDE PRECEPTING MEDICAL RESIDENTS FROM OTHER HOSPITALS AND STUDENTS FROM MEDICAL SCHOOLS AND OTHER EDUCATIONAL INSTITUTIONS THAT TRAIN HEALTH PROFESSIONALS. PART VI, LINE 1B CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATION, INC. DOES NOT HAVE ANY INDEPENDENT MEMBERS, HOWEVER CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE HAS INDIVIDUALS ON THE BOARD OF DIRECTORS THAT ARE INDEPENDENT. PART VI, LINE 2 ALL OFFICERS, DIRECTORS, TRUSTEES, AND KEY EMPLOYEES ARE ALSO EMPLOYEES OF CAMBRIDGE PUBLIC HEALTH COMMISSION OR ITS OTHER WHOLLY-OWNED SUBSIDIARIES, AND THEREFORE HAVE A BUSINESS RELATIONSHIP. PART VI, LINE 6 CAMRBIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE IS THE SOLE CORPORATE MEMBER OF CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATION, INC. PART VI, LINE 7A CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE ("CHA") HAS THE RIGHT TO APPOINT, AND DOES APPOINT, ALL MEMBERS OF THE CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATION, INC. BOARD OF TRUSTEES. PART VI, LINE 7B AS SET FORTH IN THE BYLAWS OF CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATION, INC. (THE "ORGANIZATION"), CERTAIN ACTIONS OF THE ORGANIZATION'S BOARD OF DIRECTORS MUST BE APPROVED BY THE CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE ("CHA"), THE ORGANIZATION'S SOLE CORPORATE MEMBER. THESE ACTIONS REQUIRING CHA APPROVAL INCLUDE ADOPTION OF THE ORGANIZATION'S BUDGET; ANY MERGER, CONSOLIDATION, JOINT VENTURE, OR AFFILIATION; ANY CAPITAL TRANSACTION OR INCURRENCE OF DEBT GREATER THAN $500,000; AMENDMENTS TO THE ORGANIZATION'S BYLAWS OR ARTICLES OF ORGANIZATION; THE SALE OR OTHER DISPOSITION OF OR MORTGAGE OR GRANT OF A SECURITY INTEREST IN ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S ASSETS; AND DISSOLUTION OR LIQUIDATION OF THE ORGANIZATION. CHA HAS AUTHORITY TO APPROVE OR DENY ANY SUCH DECISIONS MADE BY THE ORGANIZATION'S BOARD OF DIRECTORS. ITEMS CAN BE RECOMMENDED TO THE BOARD OF CHA OR ITS COMMITTEES FOR REVIEW AND APPROVAL. PART VI, LINE 11 CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATIONS, INC.'S FORM 990 WAS PREPARED WITH THE ASSISTANCE OF ITS OUTSIDE TAX ACCOUNTANTS AND PAID PREPARER (ERNST & YOUNG LLP). THE ORGANIZATION'S INTERNAL MANAGEMENT AND CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE ("CHA") EMPLOYEES REVIEWED THE FORM 990 AND PROVIDED COMMENTS AND CHANGES. ONCE THE RETURN WAS UPDATED, THE FORM 990 WAS PRESENTED FOR REVIEW TO EACH VOTING MEMBER OF THE CHA BOARD OF TRUSTEES FINANCE COMMITTEE. ERNST & YOUNG LLP THEN FINALIZED THE FORM 990 BASED ON THE REVIEW AND FEEDBACK OF THE CHA BOARD OF TRUSTEES FINANCE COMMITTEE. COPIES OF THE COMPLETED FORM 990 WERE DISTRIBUTED IN ELECTRONIC OR PAPER FORM TO MEMBERS OF THE CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATION, INC.'S GOVERNING BODY PRIOR TO FILING WITH THE IRS. PART VI, LINE 12C THE ORGANIZATION HAS A CONLFICT OF INTEREST POLICY FOR ITS TRUSTEES AND OFFICERS AND ONE FOR ITS PHYSICIANS. THE ORGANIZATION REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES COMPLIANCE WITH THESE CONFLICT OF INTEREST POLICIES BY ANNUALLY SURVEYING ITS OFFICERS, DIRECTORS, AND PHYSICIANS. OFFICERS, DIRECTORS, AND PHYSICIANS ARE ALSO GIVEN A COPY OF THE APPLICABLE CONFLICT OF INTEREST POLICY ALONG WITH THE ANNUAL SURVEY AND ARE REMINDED OF THEIR OBLIGATION TO PROMPTLY REPORT AND NEW POTENTIAL CONFLICTS THAT ARISE. THE COMPLIANCE OFFICER REVIEWS THE RESPONSES. IF A CONFLICT OF INTEREST IS DETERMINED, THE APPLICABLE INDIVIDAL IS PRECLUDED FROM PARTICIPATING IN DELIBERATION ON OR DECISION-MAKING REGARDING THE TOPIC GIVING RISE TO THE CONFLICT. EACH CONFLICT POLICY CONTAINS DISCIPLINARY PROVISIONS TO ADDRESS VIOLATIONS OF THE POLICY. PART VI, LINE 14 THE ORGANIZATION HAS AN ACTIVE DOCUMENT RETENTION AND DESTRUCTION POLICY APPROVED BY MANAGEMENT. THIS POLICY HAS NOT BEEN APPROVED BY THE BOARD OR A COMMITTEE OF THE BOARD AS OF JUNE 30, 2024. PART VI, LINE 15A THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES OF THE ORGANIZATION'S SOLE MEMBER, CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE ("CHA"), IS THE AUTHORIZED BODY FOR REVIEWING THE PRESIDENT'S COMPENSATION. THE COMMITTEE IS COMPOSED OF INDEPENDENT PERSONS. THE CHIEF MEDICAL OFFICER OF CHA SERVES AS THE PRESIDENT OF THE ORGANIZATION. THE COMMITTEE RELIED UPON COMPARABILITY DATA OBTAINED BY AN INDEPENDENT CONSULTANT WHEN APPROVING THE PRESIDENT'S 2023 COMPENSATION AND DISCUSSED THEIR FINDINGS WITH THE ORGANIZATION'S BOARD AND DOCUMENT THEIR DECISION IN THE BOARD MINUTES. IN ADDITION, BECAUSE THE PRESIDENT IS A PHYSICIAN, THE ORGANIZATION'S COMPENSATION COMMITTEE COMPOSED SOLELY OF NON-PHYSICIAN MEMBERS ALSO REVIEWED THE PRESIDENT'S COMPENSATION. PART VI, LINE 15B THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES OF CAMBRIDGE PUBLIC HEALTH COMMISSION D/B/A CAMBRIDGE HEALTH ALLIANCE ("CHA") IS THE "AUTHORIZED BODY" OF THE BOARD FOR REVIEWING COMPENSATION OF ALL OFFICERS OF CHA AND ITS SUBSIDIARIES, INCLUDING CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATION, INC. (THE "ORGANIZATION"). THE COMPENSATION COMMITTEE ALSO REVIEWS THE COMPENSATION OF CLINICAL DEPARTMENT CHIEFS AND THOSE OTHER KEY EMPLOYEES OF CHA AND ITS SUBSIDIARIES (INCLUDING THE ORGANIZATION) WHO ARE "DISQUALIFIED PERSONS" UNDER SECTION 4958 OF THE INTERNAL REVENUE CODE. THE COMPENSATION COMMITTEE CONSISTS OF INDEPENDENT MEMBERS AND REVIEWS AND RECOMMENDS COMPENSATION BASED ON MARKET DATA AND BENCHMARKS PROVIDED BY INDEPENDENT CONSULTANT. CAMBRIDGE HEALTH ALLIANCE PHYSICIANS ORGANIZATION, INC.'S COMPENSATION COMMITTEE REVIEWS ALL PHYSICIAN COMPENSATION METHODOLOGIES. ANNUALLY, THE COMPENSATION COMMITTEE REVIEWS PHYSICIAN COMPENSATION COMPARED TO NATIONAL BENCHMARKS FOR SIMILAR ORGANIZATIONS. THE COMPENSATION COMMITTEE IS COMPRISED SOLELY OF INDEPENDENT MEMBERS. PART VI, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC EITHER BY MAIL OR IN PERSON AT THE ORGANIZATION'S OFFICE, DEPENDING ON THE FORM OF REQUEST. PART XI, LINE 9 CHANGE IN NET ASSETS OR FUND BALANCE INCLUDED: TRANSFER OF INTERCOMPANY BALANCES TO FUND BALANCE - $765,281 FORM 990 PART IX LINE 11G DESCRIPTION:PHYSICIAN CONTRACT TOTAL FEES:29736391 FORM 990 PART IX LINE 11G DESCRIPTION:PO CONTR MD ONCALL TOTAL FEES: FORM 990 PART IX LINE 11G DESCRIPTION:AGENCY/OTHER TOTAL FEES:40000 CHA GENERAL SERVICES INC Commerce Place 350 Main St Malden MA 02148 043561265 SEE PART VII MA 501(C)(3) 12A CPHC false CHA MANAGEMENT SERVICESINC Commerce Place 350 Main St Malden MA 02148 043476565 SEE PART VII MA 501(C)(3) 12A CPHC false Institute for Community Health Inc Commerce Place 350 Main St Malden MA 02148 043543853 HLTH RESEARCH MA 501(C)(3) 7 CPHC false CAMBRIDGE HEALTH ALLIANCE FOUNDATIONINC Commerce Place 350 Main St Malden MA 02148 010676306 Foundation MA 501(C)(3) 12A CPHC false Cambridge Public Health Commission Commerce Place 350 Main St Malden MA 02148 043320571 Healthcare MA N/A NA false false false true false false false false false false false false false false true true true false false CHA GENERAL SERVICES INC O 10421653 COST CAMBRIDGE HEALTH ALLIANCE FOUNDATION INC O 521865 COST CAMBRIDGE PUBLIC HEALTH COMMISSION C 181699052 COST PART II, LINE 1, COLUMN (B) CHA GENERAL SERVICES, INC. F/K/A WHIDDEN MEMORIAL HOSPITAL, INC. PRIMARY ACTIVITY: REAL ESTATE HOLDING AND EMPLOYMENT SERVICES SUPPORTING ORGANIZATION FOR CAMBRIDGE PUBLIC HEALTH COMMISSION. PART II, LINE 3, COLUMN (B) CHA MANAGEMENT SERVICES, INC. PRIMARY ACTIVITY: ASSET HOLDING SUPPORTING ORGANIZATION FOR CAMBRIDGE PUBLIC HEALTH COMMISSION.