Physicians Health Plan of Northern Indiana Inc

“The organization has a policy to evaluate its participation in joint venture agreements in accordance with applicable federal tax law and takes appropriate steps to safeguard its tax-exemempt status in connection with such arrangements.”

“Praveen thadani, kimberly thomas, michael jasperson, nicholas gates, richard abbott, and elif oker, md are non-independent voting members of the board because they are compensated greater than $10,000 by a related organization.”

“Rick abbott, nick gates, mike jasperson, elif oker, praveen thadani, and kim thomas have a business relationship as they serve as an officer or director of php holding company, a related taxable entity. Rick abbott, nick gates, mike jasperson, elif oker, praveen thadani, and kim thomas have a business relationship as they serve as an officer or director of priority health insurance company, a related taxable entity. Nick gates and praveen thadani have a business relationship as they serve as an officer or director of priority health managed benefits, inc., a related taxable entity.”

“IN LATE 2024, PRIORITY HEALTH BECAME THE SOLE MEMBER OF PHYSICIANS HEALTH PLAN OF NORTHERN INDIANA, INC. (PHPNI). THE NET PROCEEDS FROM THE TRANSACTION WERE CONTRIBUTED TO THE PHP FOUNDATION, INC. TO CONTINUE SUPPORTING INITIATIVES THAT IMPROVE ACCESS TO CARE, ENHANCE HEALTH OUTCOMES, AND STRENGTHEN COMMUNITY WELL-BEING IN INDIANA AND NORTHWEST OHIO. AS PART OF COREWELL HEALTH, A NOT-FOR-PROFIT HEALTH SYSTEM, PRIORITY HEALTH AND PHPNI WILL LEVERAGE THEIR COMBINED RESOURCES TO EXPAND ACCESS TO AFFORDABLE, HIGH-QUALITY HEALTHCARE, PROMOTE PREVENTION AND EDUCATION, AND ADVANCE THE SHARED MISSION OF IMPROVING POPULATION HEALTH WHILE REDUCING THE COST OF CARE. In 2024, PHPNI amended its bylaws to (i) reduce the quorum requirement for member meetings from 30% to 10%, (ii) expand the authority of the Executive Committee to exercise all powers of the Board except filling vacancies, and (iii) revise committee leadership.”

“Prior to the acquisition of phpni by priority health, only one class of members existed. Members residing in allen county, indiana paid a one-time $2,000 membership fee, while members in surrounding indiana counties paid $500. Regardless of location, all members had equal voting rights and were subject to the same fee structure. On december 1, 2024, a majority of members voted to approve the sale of phpni to priority health. Upon closing, the phpni membership class was dissolved, and priority health, inc. Became the sole member with 100% governance rights.”

“Following phpni's acquisition by priority health in december 2024, the governance of phpni is now conducted in accordance with priority health's bylaws. Key features include: * the board of directors consists of 15-21 members. * at least one-third of directors are adult enrollees of priority health or an affiliate, elected annually through a nomination process led by the governance committee. * at least one enrollee director represents the northern service area served by the class b shareholder. * one director is appointed by the class b shareholder. * the remaining directors are appointed by the class a shareholder (corewell health). * the president serves as an ex officio voting member when class a appointments are not filled. * directors serve staggered three-year terms (elected enrollee directors) or one-year terms for shareholder appointees, unless otherwise specified by the bylaws. * vacancies are filled by the appointing shareholder (for appointed directors) or by the remaining enrollee directors (for elected positions).”

“Certain corporate actions require approval by shareholders under priority health's bylaws, which now apply to phpni. These include: * amending the corporation's articles or bylaws. * electing or removing class a shareholder-appointed directors and the board chair. * hiring, evaluating, or terminating the corporation's president. * approving the strategic plan, annual budgets, and significant budget amendments. * approving major capital expenditures, borrowings, or financial commitments above defined thresholds. * approving mergers, consolidations, acquisitions, significant asset sales, or changes to ownership/control. * approving selection and oversight of outside auditors. The class b shareholder retains the right to elect or remove its appointed director. Both shareholders must be notified before exercising reserved powers, except when matters are addressed at duly called meetings. The corporation is required to comply with corewell health policies and procedures, except where doing so would materially impair class b shareholder rights or violate applicable law.”

“The form 990 for physicians health plan of northern indiana, inc. (phpni) is prepared by an independent cpa firm, forvis mazars, under the oversight of phpni's corporate controller and cfo. The return is also reviewed by the corewell health tax department. A copy of the form 990 is provided to each member of the governing body, and all questions or concerns are addressed prior to filing.”

“All officers, directors, trustees, and key employees of physicians health plan of northern indiana, inc. (phpni) complete an annual conflict-of-interest disclosure questionnaire. Board members also disclose potential conflicts verbally at each board and board committee meeting prior to discussion of relevant agenda items. Disclosures are reviewed annually by priority health's governance oversight. If a conflict is identified, appropriate restrictions are imposed, including requiring individuals to recuse themselves from governing body deliberations or decisions related to the transaction or matter in question. Management conflicts are reviewed by executive leadership and compliance, and may be managed through implementation of a management plan or other appropriate actions to ensure decisions are made in the best interest of the organization. All disclosures are updated during tenure when new potential conflicts arise, and minutes document actions taken. This process ensures transparency and safeguards the organization's exempt purpose.”

“The ceo's compensation, including base salary and bonus, is reviewed and determined by the compensation committee of the board of directors, which is composed of members of the board's executive committee. Prior to the acquisition of phpni by priority health, any ceo bonus was reviewed and approved by priority health and provided as a contribution. Bonus compensation is determined annually, and base salary is reviewed periodically in accordance with the ceo's employment agreement. Periodically, an independent third-party consultant conducts a compensability review, including analysis of market data such as salary surveys, to support the compensation committee's determination. Documentation of reviews and decisions is retained to provide contemporaneous substantiation.”

“Physicians health plan of northern indiana, inc. (phpni) governing documents and conflict-of-interest policy are not available for public inspection. Phpni financial statements are available through the national association of insurance commissioners (naic) website.”

“CHANGE IN NONADMITTED ASSETS - 653518; INCREASE IN CONTRIBUTED CAPITAL - 1919114; Total - 2572632;”