Healthix Inc

“After the form is prepared by outside accountants, it will first be reviewed by the avp finance/controller. If there are any suggested changes or modifications, she will communicate directly with the outside accountants. Once the avp finance/controller is satisfied with the 990, she will pass it on to the ceo for his review. Once the ceo is satisfied with the 990, the next step is to pass it on to the chairman of the finance committee, who is a member of the executive committee and the board of directors, for his review. Once this individual is satisfied with the 990, it will be passed on to the full executive committee. This committee is a subset of the full healthix, inc. Board and is charged with making many key decisions affecting the company. It is this group of individuals that will authorize the filing of the 990. Once the executive committee is satisfied with the 990 and has authorized its filing, the avp finance/controller will provide an electronic copy to the full board of directors prior to the extended due date of the return. The board will be informed that the executive committee has reviewed and approved the 990. If any board member has any questions or concerns they will be instructed to contact the avp finance/controller, who will resolve their inquiries promptly.”

“All directors, officers, and key persons will, at least annually thereafter, file a written conflict of interest disclosure statement with healthix' avp of compliance, privacy officer. Healthix' avp of compliance, privacy officer will provide a summary of all completed statements to the chair of the audit and compliance committee of the board for review. A new director must file conflict of interest prior to being elected to become a healthix board member. For directors, the conflict of interest disclosure statement will specifically include, among other disclosable conflicts of interest, a statement identifying, to the best of the director's knowledge, any entity of which he or she is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which healthix has a relationship, and any transaction in which healthix is a participant and in which the director might have a disclosable conflict of interest. All completed conflict of interest disclosure statements that raise an actual or potential conflict of interest, or that create the appearance of an actual or potential conflict of interest, will be forwarded by the chair of the audit and compliance committee to the audit and compliance committee for their consideration. The audit and compliance committee of the board will conduct a full review of all matters (e.g., contracts, transactions or arrangements) for which an actual or potential conflict of interest or the appearance of an actual or potential conflict of interest has been identified. In so doing, the audit and compliance committee of the board will: a. Consider all relevant facts and circumstances involved in the matter, and in particular, what is fair, reasonable and in the best interests of healthix; b. Exclude the affected individual(s) from being present at or participating in, or being counted in the quorum for, the deliberations or voting on the matter; c. Prohibit the affected individual(s) from any attempt to influence improperly the deliberations or voting on the matter; d. Permit the affected individual(s), upon request of the audit and compliance committee of the board, to present information concerning the matter at a meeting prior to commencement of deliberations or voting on the matter. E. Not permit any director to vote or be counted in determining the quorum for any vote, on any transaction between healthix and another corporation, firm, association or other entity in which the director is an officer or director or has a direct or indirect substantial financial interest. The audit and compliance committee of the board will make a final and binding determination as to whether a conflict of interest exists or may exist on any matter in which there is a disclosable conflict of interest, and what course healthix will take in connection with the matter. The audit and compliance committee of the board will contemporaneously document in writing in appropriate minutes of any meeting at which the matter is deliberated or voted upon all deliberations and determinations relating thereto, including, at a minimum: 1. The names and positions of persons who disclosed that they were related parties or otherwise were found to be related parties or to have a conflict of interest, a description of the nature of the relationship and/or substantial financial interest which gave rise to such disclosure or identification, and a description of the contract, transaction or arrangement at issue; 2. The names of the audit and compliance committee who were present during the taking of the action to determine whether a conflict of interests was present, and the basis for there being a quorum for the taking of such action without including any related parties or affected parties; 3. The steps taken by the audit and compliance committee members of the board to determine whether a conflict of interest was present; 4. The audit and compliance committee board member's decision as to wh”

“Compensation decisions at healthix are based on a review of market comparability data, total compensation philosophy, and organizational performance goals. While a new independent salary study has not been conducted in recent years, the company continues to rely on current, reputable compensation data sources and publicly available industry benchmarks to assess market competitiveness. In determining pay, healthix also considers the value of its comprehensive benefits program, retirement contributions, and other non-salary rewards that support overall employee well-being. The foundation for current compensation practices is a formal market study conducted in 2019 by jer hr group, llc, an independent compensation consulting firm. This study, finalized in january 2020, established salary ranges and median market benchmarks for the ceo, executive management, key positions, and most staff roles. The report was referenced again in 2022 and 2023 to validate ongoing pay decisions and confirm that executive compensation remained aligned with prevailing market conditions. The executive committee of the board, acting as the compensation committee, continues to oversee and approve annual merit and incentive programs. Goals are established at the start of each year, performance is reviewed at year-end, and incentive awards are approved and paid in accordance with these results. This process provides an appropriate level of independent review, comparability analysis, and documentation to support fair and reasonable compensation practices. Goals were set for all employees at the beginning of 2024, and their performance was measured against goals after 2024 concluded. Bonuses which were accrued at 12/31/23 (based on 2023 performance) were paid in 2024, and those which were accrued at 12/31/24 (based on 2024 performance) were paid out in 2025. The incentive compensation (i.e. Bonus) and merit increase programs were approved by the executive committee for both 2024 & 2023, and were also distributed to all employees. The by-laws create a committee of the board with full powers of the board to review and approve the compensation of officers and other key employees. The committee, which is healthix's executive committee, consists of trustees who have no connection to healthix except as trustees and they have no conflicts as to matters they consider. The committee meets several times a year as needed, and reviews and determines ceo compensation as well as the overall merit and incentive compensation programs for the rest of the company. As a result of the independent surveys indicated above, the committee has let the ceo determine compensation adjustments for officers and key personnel, based on that survey's results. The executive committee approves incentive compensation for the company's senior leadership team. This process was last undertaken in 2024. The executive committee's approval for ceo compensation is documented via the committee chair's signature on the ceo's payroll change form.”

“The organization makes its form 990 and form 1023 available for public inspection as required under section 6104 of the internal revenue code. It is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation and by-laws are also available upon written request or by calling the organization directly.”

“The organization contracted with a professional employer organization (peo) for services, including but not limited to, payroll, timekeeping, employee benefits, hr administration and workforce regulatory compliance needs. As the employer of record for tax purposes, forms w-2 and w-3 are issued by the peo and filed under the peo's federal ein. In this co-employment arrangement, the organization is the common law employer and, accordingly, compensation is reported on form 990, part vii, section a and part ix, lines 5-10.”

“The organization's audit and compliance committee assumes responsibility for the oversight of the audit of its financial statements and selection of its independent auditors. The policy for selection and oversight of the independent auditors has not changed since last year.”