2025-11-17T13:57:55-06:00 2024-12-31 390859910 BAKER TILLY ADVISORY GROUP LP 21700 OXNARD ST STE 300 WOODLAND HILLS CA 91367 990 2024-01-01 871858798 HEALTHCARE IN ACTION INC HEAL 2136696453 3800 KILROY AIRPORT WAY 100 LONG BEACH CA 90806 VINITA I SUBAIYA CEO 2136696453 2025-11-14 1 1 LAUREN A HAVERLOCK P00545829 8185771900 2024 2025-03-06 01:10:19Z VINITA I SUBAIYA 3800 KILROY AIRPORT WAY 100 LONG BEACH CA 90806 26392368 0 X WWW.HEALTHCAREINACTION.ORG X 2021 CA HEALTHCARE IN ACTION, INC PROVIDES HEALTHCARE FOR PATIENTS (SEE SCHEDULE O) EXPERIENCING HOMELESSNESS, OLDER ADULTS, AND OTHER VULNERABLE INDIVIDUALS WHO ARE EXPERIENCING HOMELESSNESS. WE SERVE PATIENTS EXPERIENCING HOMELESSNESS THROUGH AN INNOVATIVE "STREET MEDICINE" APPROACH BY CONTRACTING WITH MEDICARE AND MEDICAID HEALTH PLANS AS WELL AS HOSPITALS AND HEALTH SYSTEMS. 5 0 208 18 0 0 10611405 15724975 4156078 10157824 10418 5417 0 504152 14777901 26392368 902954 75 0 0 11743593 18515445 0 0 0 2041523 3688244 14688070 22203764 89831 4188604 4668487 9151446 2319538 3850456 2348949 5300990 X TO SERVE PATIENTS EXPERIENCING HOMELESSNESS THROUGH AN INNOVATIVE "STREET MEDICINE" APPROACH BY CONTRACTING WITH MEDICARE AND MEDICAID HEALTH PLANS AS WELL AS HOSPITALS AND HEALTH SYSTEMS. 0 0 17763027 75 10157824 HEALTHCARE IN ACTION, INC (HIA) PROVIDES MEDICAL, BEHAVIORAL HEALTH, ADDICTION, AND CASE MANAGEMENT SERVICES TO UNHOUSED RESIDENTS IN CALIFORNIA. HIA WAS ESTABLISHED IN 2021 AND HAS BEEN SERVING MEDICAID MANAGED CARE MEMBERS AS A MEDICAL SERVICES PROVIDER, AS WELL AS AN ENHANCED CARE MANAGEMENT AND COMMUNITY SUPPORT SERVICES PROVIDER, SINCE JANUARY OF 2022. ONE OF THE UNIQUE FEATURES OF HIA IS ITS MOBILE HEALTH SERVICES, WHICH TRAVELS TO DIFFERENT LOCATIONS IN THE COMMUNITIES TO PROVIDE HEALTHCARE SERVICES TO HOMELESS INDIVIDUALS WHERE THEY RESIDE. THE MOBILE CLINIC IS STAFFED BY HEALTHCARE PROFESSIONALS, INCLUDING MEDICAL PROVIDERS, NURSES, COMMUNITY HEALTH WORKERS, AND SOCIAL WORKERS, WHO PROVIDE CARE TO INDIVIDUALS IN NEED. THE OVERARCHING GOALS OF HIA INCLUDE IMPROVING THE HEALTH OF (SEE SCHEDULE O)UNHOUSED POPULATIONS AS WELL AS HELPING THEM OBTAIN SUSTAINABLE HOUSING.HIA IS DIVIDED INTO TWO SERVICE LINES:ENHANCED CARE MANAGEMENT AND COMMUNITY SUPPORTS, WHICH INCLUDES ALL UNLICENSED SERVICES AIMED AT ADDRESSING THE SOCIAL DETERMINANTS OF HEALTH FOR HIA PATIENTS. THESE SERVICES INCLUDE CARE COORDINATION, HOUSING NAVIGATION, TRANSPORTATION, AND SUPPORT WHICH ADDRESS OBTAINING OTHER HEALTH-RELATED SOCIAL SERVICES SUCH AS SUBSIDIZED FOOD, DISABILITY, AND OTHER PUBLIC PROGRAMS. THESE SERVICES ARE LARGELY FUNDED THROUGH CONTRACTS WITH MEDICAID MANAGED CARE PLANS, SUPPORTED BY CALIFORNIA'S ADVANCING AND INNOVATING MEDI-CAL (CALAIM) PROGRAM. HIA'S UNLICENSED CASE MANAGEMENT PROVIDERS ARE EMPLOYED BY HEALTHCARE IN ACTION, INC., A 501(C)(3) NON-PROFIT ORGANIZATION THAT IS A FULLY OWNED SUBSIDIARY OF THE SCAN GROUP. MEDICAL SERVICES INCLUDE: GENERAL MEDICAL CARE, BEHAVIORAL HEALTH SERVICES, AND ADDICTION TREATMENT, PROVIDED BY LICENSED MEDICAL PROVIDERS. THESE SERVICES ARE SUPPORTED THROUGH A MIX OF PHILANTHROPIC FUNDING, MEDICAL SERVICE CONTRACTS WITH MEDICAID MANAGED CARE PLANS, AND DIRECT SERVICE CONTRACTS WITH A VARIETY OF HOSPITALS AND MUNICIPALITIES. HIA'S LICENSED MEDICAL PROVIDERS ARE EMPLOYED BY HEALTHCARE IN ACTION MEDICAL GROUP, A CALIFORNIA PROFESSIONAL MEDICAL CORPORATION OWNED BY HIA PHYSICIANS. 17763027 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 1 0 0 0 0 0 1 0 0 0 1 14 0 1 208 1 0 0 0 0 0 0 0 0 0 0 0 0 X 5 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X VIRGINIA A HAVAI 5629895100 3800 KILROY AIRPORT WAY STE 100 LONG BEACH CA 908065616 JAIN MD SACHIN H DIRECTOR 0.50 39.50 X 0 3970505 1895935 PLUMB MICHAEL TREASURER 0.50 39.50 X X 0 1197368 796321 DELPHIN-RODRIGUEZ RENEE C SECRETARY 1.00 39.00 X X 0 864149 608127 HOCHMAN MICHAEL CEO (THRU 07/24) 15.00 25.00 X X 0 537140 51532 LI RONA CHAIR (AS OF 05/24) 2.00 38.00 X X 0 331175 182541 BELL KATHLEEN G DIRECTOR AND COO - HIA 35.00 5.00 X X 373882 0 25789 SUBAIYA VINITA I INTERIM CEO (AS OF 07/24) 40.00 0.00 X X 165385 0 0 HAWKINS GINETTE SVP, CHIEF RISK OFFICER 1.00 39.00 X 0 517232 317795 GONZALEZ JOSE HIA, MG, MEDICAL VP PORTCO 29.00 11.00 X 0 411575 133283 SOLARES JESSICA DIRECTOR CLINICAL OPERATIONS 40.00 0.00 X 208297 0 41354 KASKA BENJAMIN C VP, CLINICAL OPERATIONS 20.00 20.00 X 233275 0 78847 SALUJA SONALI HIA, MG, MEDICAL VP PORTCO 5.00 35.00 X 0 376380 119439 CORE MICHAEL HIA, MG, MEDICAL VP PORTCO 15.00 25.00 X 0 322102 137927 MENACHO EDWARD MED DIR, PORTCO 40.00 0.00 X 253085 0 47433 MILAN BENNIE-JOHN PHYSICIAN ASSISTANT 40.00 0.00 X 193179 0 42692 SPELLER DANIEL PHYSICIAN ASSISTANT 40.00 0.00 X 188247 0 44876 PORTER MELODY DIRECTOR OF CLINICAL OPS 40.00 0.00 X 164932 0 42177 FINCH II ROBERT LEAD STREET PHYSICIAN ASSISTANT 40.00 0.00 X 181318 0 66511 SHETH DEEPA FORMER DIRECTOR 0.00 0.00 X 0 836477 0 1961600 9364103 4632579 29 1 1 0 1 3800000 9971920 1953055 15724975 HEALTHCARE RELATED REV 900099 10157824 10157824 10157824 5417 5417 MANAGEMENT FEE REVENUE 561000 504152 504152 504152 26392368 10157824 0 509569 75 75 1647320 1317856 329464 12657706 10126165 2531541 897119 717695 179424 2322903 1858322 464581 990397 792318 198079 46154 36923 9231 131164 104931 26233 1848679 1478944 369735 1397 1118 279 69543 55634 13909 762166 609733 152433 131503 105202 26301 237936 190349 47587 14664 11731 2933 1740 1392 348 337923 270338 67585 4549 3639 910 DUES AND SUBSCRIPTIONS 13929 11143 2786 FEDERAL STATE COUNTY TA 7444 5955 1489 79453 63564 15889 22203764 17763027 4440737 0 -3632 0 549164 2610042 0 1937308 2264429 0 500000 0 5560 3998 1869585 620411 1242539 1249174 110427 3350924 4668487 9151446 2271487 2376907 0 1394645 48051 78904 2319538 3850456 X 1112388 5300990 1236561 0 2348949 5300990 4668487 9151446 4188604 -1236563 0 X 0 1 X 0 0 X 2000000 4922412 9171889 15724975 31819276 721876 3821765 10157824 14701465 2000000 5644288 12993654 25882799 46520741 2000000 5589758 6861651 15034124 29485533 0 2000000 5589758 6861651 15034124 29485533 17035208 5417 5417 5417 5417 30000 363968 334313 504152 1232433 2030000 6008256 13327967 26392368 47758591 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: MANAGEMENT FEE - 2021 AMOUNT: $ 30,000. 2022 AMOUNT: $ 363,968. 2023 AMOUNT: $ 334,313. 2024 AMOUNT: $ 504,152. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1869585 620411 1249174 1249174 INTERCOMPANY AR 3265253 RIGHT OF USE LEASE 78343 SECURITY DEPOSITS 7328 3350924 RIGHT OF USE LEASES 78904 78904 X 26392368 0 26392368 0 26392368 22203764 0 22203764 0 22203764 PART X, LINE 2: HIA IS RECOGNIZED AS A TAX-EXEMPT ENTITY UNDER IRC SECTION 501(C)(3) AND CALIFORNIA REVENUE CODE SECTION 23701(D). UNDER FASB ASC 740, INCOME TAXES, THE ORGANIZATION IS REQUIRED TO RECOGNIZE A LIABILITY FOR EACH UNCERTAIN TAX POSITION AT THE AMOUNT ESTIMATED TO BE REQUIRED TO SETTLE THE ISSUES. AS OF DECEMBER 31, 2024 AND 2023, THERE WERE NO LIABILITIES RECORDED FOR UNCERTAIN TAX POSITIONS. HIAMG HAS ELECTED UNDER THE IRC TO BE TAXED AS A C CORPORATION. INCOME TAXES ARE PROVIDED FOR THE TAX EFFECTS OF TRANSACTIONS REPORTED IN THE FINANCIAL STATEMENTS AND CONSIST OF TAXES CURRENTLY DUE PLUS DEFERRED TAXES, IF APPLICABLE. 1 1 0 0 0 0 0 0 0 JAIN MD SACHIN H DIRECTOR 0 1124144 0 2801461 0 44900 0 1877762 0 18173 0 5866440 0 1790682 PLUMB MICHAEL TREASURER 0 646444 0 525992 0 24932 0 766279 0 30042 0 1993689 0 525992 DELPHIN-RODRIGUEZ RENEE C SECRETARY 0 535717 0 304172 0 24260 0 561209 0 46918 0 1472276 0 304172 SHETH DEEPA FORMER DIRECTOR 0 0 0 0 0 836477 0 0 0 0 0 836477 0 33641 HAWKINS GINETTE SVP, CHIEF RISK OFFICER 0 358594 0 153010 0 5628 0 302726 0 15069 0 835027 0 53466 HOCHMAN MICHAEL CEO (THRU 07/24) 0 245542 0 132484 0 159114 0 24150 0 27382 0 588672 0 132484 GONZALEZ JOSE HIA, MG, MEDICAL VP PORTCO 0 340321 0 70522 0 732 0 123815 0 9468 0 544858 0 70521 LI RONA CHAIR (AS OF 05/24) 0 295978 0 20000 0 15197 0 154227 0 28314 0 513716 0 0 SALUJA SONALI HIA, MG, MEDICAL VP PORTCO 0 326932 0 48750 0 698 0 117641 0 1798 0 495819 0 0 CORE MICHAEL HIA, MG, MEDICAL VP PORTCO 0 290752 0 31350 0 0 0 104160 0 33767 0 460029 0 0 BELL KATHLEEN G DIRECTOR AND COO - HIA 295320 0 77963 0 599 0 24150 0 1639 0 399671 0 77963 0 KASKA BENJAMIN C VP, CLINICAL OPERATIONS 202855 0 30075 0 345 0 77502 0 1345 0 312122 0 0 0 MENACHO EDWARD MED DIR, PORTCO 207193 0 45600 0 292 0 38862 0 8571 0 300518 0 17600 0 SOLARES JESSICA DIRECTOR CLINICAL OPERATIONS 177700 0 30280 0 317 0 40241 0 1113 0 249651 0 30280 0 FINCH II ROBERT LEAD STREET PHYSICIAN ASSISTANT 162841 0 18183 0 294 0 28948 0 37563 0 247829 0 0 0 MILAN BENNIE-JOHN PHYSICIAN ASSISTANT 177982 0 14850 0 347 0 32180 0 10512 0 235871 0 0 0 SPELLER DANIEL PHYSICIAN ASSISTANT 170948 0 16500 0 799 0 30814 0 14062 0 233123 0 0 0 PORTER MELODY DIRECTOR OF CLINICAL OPS 164932 0 0 0 0 0 34130 0 8047 0 207109 0 0 0 SUBAIYA VINITA I INTERIM CEO (AS OF 07/24) 165385 0 0 0 0 0 0 0 0 0 165385 0 0 0 PART I, LINE 3 COMPENSATION FOR CHIEF EXECUTIVE OFFICER AND PRESIDENT HEALTHCARE IN ACTION, INC WAS ESTABLISHED BY A RELATED ORGANIZATION, SCAN GROUP, INC. THE RELATED ORGANIZATION USED THE FOLLOWING TO ESTABLISH THE CEO'S COMPENSATION: 1) COMPENSATION COMMITTEE; SCAN GROUP, AND PAID BY A RELATED ORGANIZATION, HEALTHCARE IN ACTION MEDICAL GROUP 2) INDEPENDENT COMPENSATION CONSULTANT; 3) COMPENSATION SURVEY OR STUDY; 4) APPROVAL BY THE SCAN GROUP COMPENSATION COMMITTEE WITHIN THE AGREED TO PARAMATERS SET BY THE SCAN GROUP BOARD OF DIRECTORS. THE COMPENSATION IS APPROVED BY THE HIA BOARD. SCHEDULE J SCAN GROUP CEO COMPENSATION SACHIN JAIN IS A DIRECTOR OF HEALTHCARE IN ACTION AND CEO OF SCAN GROUP. SACHIN'S COMPENSATION AS CEO OF SCAN GROUP ON SCHEDULE J REFLECTS ALL COMPENSATION THAT THE CEO "EARNED" IN 2024, WHICH INCLUDES INCENTIVE PAYMENTS RELATED TO 2024 THAT WILL BE PAID IN SUBSEQUENT YEARS AND UNVESTED RETIREMENT BENEFITS. SCHEDULE J ALSO INCLUDES COMPENSATION THAT THE CEO "EARNED" IN 2023 THAT WAS PAID IN 2024. FOR AVOIDANCE OF CONFUSION, THE CEO WAS PAID $3,970,505 IN 2024 [COLUMNS (B)(I), (B)(II), (B)(III)], OF WHICH $1,790,682 WAS "EARNED" IN 2023 [COLUMN (F)] AND PAID IN 2024. THE CEO'S "EARNED" COMPENSATION FOR 2024 IS EQUAL TO ROUGHLY $4,609,777, WHICH REPRESENTS COLUMN (E) MINUS COLUMN (F), SINCE COLUMN (F) IS COMPENSATION EARNED IN A PREVIOUS YEAR AND INCLUDED IN A PREVIOUS 990. PART I, LINES 4A-B: DURING 2024, THE EMPLOYMENT RELATIONSHIP OF THE FOLLOWING EMPLOYEE OF HEALTHCARE IN ACTION AND ITS RELATED ENTITES ENDED. IN CONNECTION WITH THE TERMINATION OF EMPLOYMENT, SEVERANCE WAS PAID TO THE FOLLOWING EMPLOYEES: DEEPA SHEETH $ 802,836 MICHAEL HOCHMAN $ 158,379 SCAN GROUP AND SCAN HEALTH PLAN, RELATED ENTITIES, PROVIDE A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN TO OFFICERS AND SENIOR VICE PRESIDENTS VIA ITS SECTION 457(F) PLAN. FOR CONTRIBUTIONS MADE PRIOR TO DECEMBER 31, 2017, A PARTICIPANT BECOMES VESTED IN THE 457(F) PLAN UPON COMPLETION OF ONE OF THE CHOSEN VESTING OPTIONS: 1) FIVE YEARS OF SERVICE AND 62 YEARS OF AGE OR 2) 10 YEARS OF SERVICE. ON JANUARY 1, 2018, A NEW PLAN WAS ADOPTED, FOR CONTRIBUTIONS MADE ON OR AFTER THAT DATE, A PARTICIPANT BECOMES VESTED IN THE 457(F) PLAN FOLLOWING A 4 YEAR CLASS VESTING CYCLE. SUPPLEMENTAL NONQUALIFIED PLAN PAYMENTS WERE MADE DURING THE YEAR TO THE FOLLOWING LISTED PERSONS IN PART VII: SACHIN JAIN $44,060 DEEPA SHETH $33,341 SUPPLEMENTAL NONQUALIFIED PLAN CONTRIBUTIONS WERE MADE DURING THE YEAR TO THE FOLLOWING LISTED PERSONS IN PART VII: SACHIN JAIN $271,332 MICHAEL PLUMB $106,252 RENEE DELPHIN-RODRIGUEZ $78,143 GINETTE HAWKINS $54,931 DEFERRED COMPENSATION FOR 2024, REPORTED ON SCHEDULE J, PART II, COLUMN B AND COLUMN C CONSISTS OF THE FOLLOWING: 1) 457(F) EMPLOYER CONTRIBUTIONS ARE SUBJECT TO VESTING TERMS AND CONDITIONS AS NOTED IN THE PLAN DOCUMENTS. BASED ON THESE VESTING TERMS AND CONDITIONS, THERE IS SUBSTANTIAL RISK OF FORFEITURE. 2) 457(B) IS A DEFERRED COMPENSATION PLAN THAT THE EMPLOYER AND EMPLOYEE CONTRIBUTE TO, UP TO THE SCAN GROUP AND SCAN HEALTH PLAN'S DEFINED AND IRS ANNUAL LIMITS. 3) 401(K) QUALIFIED RETIREMENT PLAN CONTRIBUTIONS (EMPLOYER MATCH AND SAFE HARBOR) UP TO THE IRS ANNUAL LIMITS. 4) SCAN GROUP AND SCAN HEALTH PLAN PROVIDE AN INCENTIVE PLAN TO VICE PRESIDENTS AND ABOVE. THE INCENTIVE PLAN IS BASED ON ORGANIZATION AND INDIVIDUAL PERFORMANCE METRICS. PAYEMENTS ARE MADE ON OR AROUND APRIL 1 OF THE SUBSEQUENT CALENDAR YEAR. EFFECTIVE JULY 1, 2020, A NEW STRATEGIC INCENTIVE PLAN WAS DEVELOPED FOR THE SCAN GROUP CEO AND PAYMENTS ARE PAID ANNUALLY IN DECEMBER. 5) BEGINNING JANUARY 1, 2023, SCAN GROUP AND SCAN HEALTH PLAN PROVIDED A LONG-TERM INCENTIVE PLAN (LTIP) FOR KEY EMPLOYEES OCCUPYING SENIOR VICE PRESIDENT AND ABOVE. THE INCENTIVE PLAN IS GRANTED ANNUALLY BUT IS BASED ON ORGANZATIONAL PERFORMANCE METRICS OVER A THREE YEAR MEASURMENT PERIOD. PAYMENTS ARE MADE ON OR AROUND APRIL 1 OF THE SUBSEQUENT CALENDAR YEAR OF THE PERFORMANCE PERIOD. HEALTHCARE IN ACTION MEDICAL GROUP 35% CONTROLLED ENTITY OF MICHAEL HOCHMAN, CEO AND FORMER DIR. ROMILLA BATRA 10157824 HEALTHCARE SERVICES 0 HEALTHCARE IN ACTION MEDICAL GROUP 35% CONTROLLED ENTITY OF MICHAEL HOCHMAN, CEO AND FORMER DIR. ROMILLA BATRA 504152 MANAGEMENT SERVICES 0 FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF THE ORGANIZATION IS SCAN GROUP, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A THE SOLE MEMBER OF THE CORPORATION SHALL BE ENTITLED TO VOTE ON THE ELECTION OF DIRECTORS AND OTHER MATTERS. FORM 990, PART VI, SECTION A, LINE 7B BYLAWS ARTICLE 3.4.3 SPECIAL ACTIONS APPROVED BY CORPORATE MEMBER. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THESE BYLAWS, THIS CORPORATION SHALL NOT TAKE ANY OF THE FOLLOWING "SPECIAL ACTIONS" WITHOUT THE PRIOR CONSENT/APPROVAL OF THE CORPORATE MEMBER: (A) A DECISION TO BORROW FUNDS; (B) A DECISION TO ENTER INTO OR AMEND ANY CONTRACTUAL ARRANGEMENT AS TO WHICH THE AGGREGATE OF THE PROSPECTIVE PAYMENTS IS IN EXCESS OF $2 MILLION; (C) A DECISION TO EXPAND THE SCOPE OR NATURE OF THE BUSINESS OF THIS CORPORATION, OR INTO A DIFFERENT GEOGRAPHIC AREA, BEYOND THAT CURRENTLY BEING CONDUCTED; (D) ANY SALE OF ALL OR SUBSTANTIALLY ALL THE ASSETS OF THIS CORPORATION; (E) ANY MERGER OF THIS CORPORATION WITH OR INTO ANOTHER ORGANIZATION; (F) A DECISION TO CAUSE THIS CORPORATION TO BECOME A CORPORATE MEMBER, SHAREHOLDER OR JOINT VENTURER WITH RESPECT TO ANOTHER ORGANIZATION, EXCEPT WITH RESPECT TO PORTFOLIO INVESTMENTS IN THE ORDINARY COURSE OF THE CORPORATION'S INVESTMENT ACTIVITIES; (G) HIRING OR FIRING THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THIS CORPORATION; (H) APPROVING DISSOLUTION AND LIQUIDATION OF THIS CORPORATION; (I) A DECISION TO FILE A PETITION IN BANKRUPTCY, ENTER INTO AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR OTHER ARRANGEMENT AMONG CREDITORS OR TO ENTER INTO ANY TRANSACTION CONSTITUTING A "REORGANIZATION" WITHIN THE MEANING OF THE CALIFORNIA CORPORATIONS CODE (J) AMENDING THE ARTICLES OF INCORPORATION OR BYLAWS OF THIS CORPORATION; (K) APPROVING THE CORPORATION'S ANNUAL BUSINESS PLAN; (L) APPROVING THE CORPORATION'S ANNUAL CAPITAL BUDGET AND ANNUAL OPERATING BUDGET; (M) AUTHORIZING DISTRIBUTIONS/CAPITAL TRANSFERS TO ANY ORGANIZATION (INCLUDING AN AFFILIATE OF THIS CORPORATION) OTHER THAN THE CORPORATE MEMBER, OTHER THAN CHARITABLE CONTRIBUTIONS THAT ARE CONSISTENT WITH AN ANNUAL BUSINESS PLAN ALREADY APPROVED BY THE BOARD OF DIRECTORS OF THIS CORPORATION AND/OR IN THE ORDINARY COURSE OF BUSINESS; (N) APPROVING COMMENCEMENT OF OR SETTLEMENT OF LITIGATION OR A DISPUTE INVOLVING THIS CORPORATION (IN EXCESS OF $1 MILLION); AND (O) APPROVAL OF DIRECT OR INDIRECT INVESTMENT (WHETHER BY WAY OF EQUITY OR INDEBTEDNESS) MADE BY A THIRD PARTY INTO THIS CORPORATION. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN OUTSIDE ACCOUNTING FIRM WORKING IN CONJUNCTION WITH SCAN'S FINANCE DEPARTMENT. SCAN HEALTH PLAN'S DIRECTOR OF ACCOUNTING HAS DIRECT RESPONSIBILITY FOR THIS EFFORT, SUBJECT TO SUPERVISION BY THE VICE PRESIDENT AND CONTROLLER OF SCAN HEALTH PLAN. AFTER AN INITIAL DRAFT OF THE FORM 990 IS PREPARED, IT IS CIRCULATED FOR REVIEW AND COMMENT BY RELEVANT MEMBERS OF THE EXECUTIVE TEAM WHO HAVE RESPONSIBILITY FOR AND/OR KNOWLEDGE REGARDING THE VARIOUS MATTERS DISCLOSED AND/OR DESCRIBED IN THE FORM. THE GENERAL COUNSEL, IN PARTICULAR, REVIEWS THE FORM 990 FOR ACCURACY AND COMPLETENESS. THE FORM 990 IS PROVIDED TO THE HEALTHCARE IN ACTION, INC BOARD FOR REVIEW AFTER IT IS PREPARED, BUT PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C HEALTHCARE IN ACTION, INC (HIA) ORGANIZATIONAL RESOLUTIONS ADOPTED SEPTEMBER 21, 2021 BY THE BOARD OF DIRECTORS SPECIFICALLY STATES THAT HIA ADOPTED THE SCAN HEALTH PLAN CONFLICT OF INTEREST POLICY AND ARE REQUIRED TO COMPLY WITH ITS TERMS. HIA FOLLOWS SCAN HEALTH PLAN'S CONFLICT OF INTEREST PROCESS. A DESCRIPTION OF THE PROCESS IS AS FOLLOWS: SCAN HEALTH PLAN REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY THROUGH ANNUAL CIRCULATION OF A CONFLICT OF INTEREST POLICY AND DISCLOSURE QUESTIONNAIRE WHICH ALL MEMBERS OF THE BOARD OF DIRECTORS, OFFICERS AND MEMBERS OF EXECUTIVE MANAGEMENT OF EVERY ENTITY UNDER SCAN GROUP ARE REQUIRED TO COMPLETE AND SIGN. IN ADDITION, THERE IS ANNUAL MANDATORY COMPLIANCE EDUCATION AND TRAINING AND SCAN'S COMPLIANCE DEPARTMENT IS RESPONSIBLE FOR ENFORCEMENT OF SCAN&'S ROBUST COMPLIANCE PROGRAM, INCLUDING SCAN'S CODE OF CONDUCT AND COMPLIANCE-RELATED POLICIES AND PROCEDURES. MEMBERS OF ALL THE EXECUTIVE TEAMS ALSO HAVE RESPONSIBILITY FOR ENFORCEMENT. THE LEGAL DEPARTMENT OF SCAN GROUP REVIEWS ALL CONTRACTUAL RELATIONSHIPS ENTERED INTO BY THE ORGANIZATION AND GENERAL COUNSEL IS RESPONSIBLE FOR MONITORING THE CONFLICT OF INTEREST QUESTIONNAIRE. THE LEGAL DEPARTMENT OF SCAN GROUP MONITORS AND ENFORCES ADHERENCE TO THESE POLICIES ON AN ONGOING BASIS. FORM 990, PART VI, SECTION B, LINE 15 THE PROCESS FOR DETERMINING COMPENSATION FOR CEO AND PRESIDENT OF HEALTHCARE IN ACTION INC (HIA), IS CONDUCTED BY THE HUMAN RESOURCES DEPARTMENT OF SCAN GROUP AND SCAN GROUP BOARD COMPENSATION COMMITTEE. IN DETERMINING THE CEO AND PRESIDENT'S COMPENSATION, THE HUMAN RESOURCES DEPARTMENT AND BOARD RELY ON THE PARAMATERS SET BY THE SCAN GROUP BOARD IN COLLABORATION WITH THE SCAN GROUP COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE WORKS WITH AND RELIES UPON THE COUNSEL AND EXPERTISE OF AN OUTSIDE COMPENSATION CONSULTANT WITH WELL-ESTABLISHED EXPERIENCE AND EXPERTISE IN THE AREA OF NONPROFIT HEALTH CARE ORGANIZATIONS, EXECUTIVE COMPENSATION, AND COMPLIANCE WITH THE INTERMEDIATE SANCTIONS REQUIREMENTS APPLICABLE TO SUCH COMPENSATION. THE HIA BOARD OF DIRECTORS APPROVES THE CEO COMPENSATION PROPOSED BY THE SCAN GROUP HUMAN RESOURCES DEPARTMENT. WITH RESPECT TO ALL OTHER EMPLOYEES AT HIA, THE CEO MAKES A RECOMMENDATION TO THE HIA BOARD OF DIRECTORS WITH RESPECT TO EACH EMPLOYEE'S COMPENSATION PACKAGE USING THE PARAMETERS SET BY THE SCAN GROUP COMPENSATION COMMITTEE FROM THE OUTSIDE COMPENSATION CONSULTANT RECOMMENDATIONS. THE HIA BOARD MAKES A DECISION REGARDING THE COMPENSATION PACKAGE FOR SUCH EMPLOYEES FOR THE FOLLOWING YEAR. THE MINUTES OF THE HIA BOARD MEETING FOR THIS MEETING ARE PREPARED SUBSTANTIALLY CONTEMPORANEOUSLY AND SUBSTANTIATE SUCH DELIBERATION AND DECISIONS. THE OUTSIDE COMPENSATION CONSULTANT PROVIDING THE EXECUTIVE COMPENSATION REPORT AND GUIDANCE RELATED TO THE EXECUTIVE PAY FOR HIA EXECUTIVES WAS MERCER. FORM 990, PART VI, SECTION C, LINE 19 HEALTHCARE IN ACTION, INC'S GOVERNING DOCUMENTS ARE NOT MADE AVAILABLE TO THE PUBLIC. HEALTHCARE IN ACTION, INC MAKES ITS FORM 990, WHICH CONTAINS FINANCIAL INFORMATION, AVAILABLE FOR PUBLIC INSPECTION. 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