2024-11-15T13:18:07-06:00 2023-12-31 450250958 EIDE BAILLY LLP 5 TRIAD CETNER STE 600 SALT LAKE CITY UT 841801106 990 2023-01-01 831246927 CIVICA INC CIVI 8883040120 2912 W EXECUTIVE PKWY STE 325 LEHI UT 84043 EAMON FITZMAURICE CHIEF FINANCIAL OFFICER 8883040120 2024-11-14 1 1 KYLE FRITCH CPA P01313374 8015322200 2024-11-13 2023 2024-10-15 13:58:12Z NED MCCOY 2912 W EXECUTIVE PKWY STE 325 LEHI UT 84043 163258555 0 X WWW.CIVICARX.ORG X 2018 DE ALLEVIATE SUPPLY SHORTAGES FOR ESSENTIAL GENERIC MEDICATIONS AND ENSURE AFFORDABILITY FOR EVERYONE. 16 15 212 14 0 0 12653276 7301609 4527404 4426613 42562 1036174 26730418 37903903 43953660 50668299 0 0 0 0 27547843 37799565 0 0 0 37617297 59153696 65165140 96953261 -21211480 -46284962 233818442 236715779 159954614 209136913 73863828 27578866 X CIVICA'S MISSION IS TO ENHANCE AVAILABILITY AND AFFORDABILITY OF QUALITY GENERIC INJECTABLES FOR PATIENTS, ESPECIALLY HIGH NEEDS POPULATIONS, BY (1) ALLEVIATING DRUG SHORTAGES AND (2) PROVIDING THESE DRUGS AT A SUSTAINABLE AND AFFORDABLE LEVEL, BOTH VIA ITS MEMBER HOSPITAL SYSTEMS AS WELL AS NON-MEMBER ORGANIZATIONS INCLUDING NON-MEMBER COVERED ENTITIES LIKE 340B HOSPITALS AND ADDITIONALLY, GOVERNMENT ORGANIZATIONS INCLUDING VETERANS AFFAIRS AND DEPARTMENT OF DEFENSE. 0 0 42267585 41170857 GENERIC DRUG DISTRIBUTIONDEVELOP AN OPEN AND GROWING NETWORK OF HOSPITALS TO EXPAND THE REACH OF CIVICA'S MISSION AND ITS BENEFITS TO BOTH MEMBERS AND NON-MEMBERS. ALLEVIATE SHORTAGES OF ESSENTIAL DRUG PRODUCTS AND STABILIZE PRICING BY SECURING AVAILABILITY FROM EXISTING MANUFACTURERS FOR THE BENEFIT OF PATIENTS SERVED BY THESE MEMBERS AND NON-MEMBER CUSTOMERS. CIVICA'S MAJOR ACCOMPLISHMENTS TO DATE INCLUDE THE FOLLOWING:(1) CONTINUED CUSTOMER GROWTH WITH 83.1 MILLION PATIENTS SERVED TO DATE AND 10 ESSENTIAL MEDICINES LAUNCHED IN 2023. NEW CUSTOMERS ENROLLED INCLUDE NATIONWIDE NON-MEMBER 340B HOSPITALS THAT SERVE A DISPROPORTIONATE POPULATION OF HIGH-NEED PATIENTS, VETERANS AFFAIRS HOSPITALS, AND THE DEPARTMENT OF DEFENSE. DURING THE COVID-19 PANDEMIC, IN ADDITION TO SERVING THE NEEDS OF HOSPITAL SYSTEMS FOR 11 EMERGENCY MEDICATIONS. (2) CONTINUED LAUNCH OF ESSENTIAL MEDICINES DEEMED IN SHORT SUPPLY PER THE FDA OR ASHP DRUG SHORTAGES LISTS.(3) ESTABLISHED AND MAINTAINED APPROXIMATELY 6 MONTHS OF FINISHED GOODS INVENTORY TO BUFFER ANY SUPPLY CHAIN SHOCKS TYPICALLY EXPERIENCED IN THE INDUSTRY FOR ESSENTIAL STERILE INJECTABLE MEDICINES. (4) SINGLE TRANSPARENT AFFORDABLE PRICING TO ALL MEMBERS AND NON-MEMBERS REGARDLESS OF MEMBERSHIP STATUS, SIZE OF THE HOSPITAL, VOLUME OF DRUGS PURCHASED FROM CIVICA OR RELATIONSHIP LONGETIVITY WITH CIVICA. 32450058 FILL - FINISH FACILITYTHE COVID-19 PANDEMIC, WHICH RESULTED IN A SPIKE IN DEMAND FOR MEDICATIONS IN HOSPITALS MANAGING SIGNIFICANT PATIENT SURGES, BROUGHT TO LIGHT THE DEPENDENCE OF THE UNITED STATES ON FOREIGN MANUFACTURERS OF GENERIC, ESSENTIAL, LIFE-SAVING MEDICATIONS; ESPECIALLY STERILE INJECTABLES. IN AN EFFORT TO ON-SHORE END-TO-END MANUFACTURING OF SUCH STERILE INJECTABLES, AND AS A NATIONAL SECURITY MEASURE, BIOMEDICAL ADVANCED RESEARCH AND DEVELOPMENT AUTHORITY ("BARDA"), A U.S. DEPARTMENT OF HEALTH AND HUMAN SERVICES ("HHS") GOVERNMENT OFFICE RESPONSIBLE FOR THE PROCUREMENT AND DEVELOPMENT OF MEDICAL COUNTERMEASURES, PRINCIPALLY AGAINST BIOTERRORISM, INCLUDING CHEMICAL, BIOLOGICAL, RADIOLOGICAL AND NUCLEAR THREATS, AS WELL AS PANDEMIC INFLUENZA AND EMERGING DISEASES, AWARDED CONTRACT NO. 75A50120C00092 ("PRIME CONTRACT") TO PHLOW CORP., ("PHLOW") TO CREATE END-TO-END MANUFACTURING IN THE UNITED STATES. PHLOW IS A DELAWARE PUBLIC BENEFIT CORPORATION ENGAGED IN THE BUSINESS OF THE RESEARCH, DEVELOPMENT, AND COMMERCIALIZATION OF PHARMACEUTICAL PRODUCTS. PHLOW SUBCONTRACTED CERTAIN OF ITS OBLIGATIONS UNDER THE PRIME CONTRACT TO CIVICA WHEREBY CIVICA WILL QUALIFY, DESIGN, BUILD, EQUIP, OPERATE, AND OWN A 120,000 SQUARE FOOT, TWO-STORY, CGMP COMPLIANT ASEPTIC FILL-FINISH FACILITY ("FILL-FINISH FACILITY"), TO BE FUNDED, AT LEAST PARTIALLY, WITH $100,000,000 PROVIDED BY BARDA. THE FILL-FINISH FACILITY WILL BE CAPABLE OF, AMONG OTHER THINGS, PROVIDING AT LEAST 90 MILLION ASEPTIC OR TERMINALLY STERILIZED VIALS AND 50 MILLION PRE-FILLED SYRINGES ANNUALLY. DURING 2022, CIVICA COMPLETED SUBSTANTIAL CONSTRUCTION OF THE FACILITY AND EQUIPMENT DELIVERIES COMMENCED IN 2022. SUBMISSION OF THE APPLICATION FOR THE APPROVAL OF THE FACILITY IS COMPLETED WITH INSPECTION PENDING; THE FIRST PRODUCTS AND COMMENCEMENT OF COMMERCIAL PRODUCTION, ARE ANTICIPATED IN 2025. CIVICA INTENDS TO USE THE FILL-FINISH FACILITY TO, AMONG OTHER THINGS, (1) MANUFACTURE STERILE INJECTABLES IN FURTHERANCE OF ITS GENERIC DRUG DISTRIBUTION PROGRAM IDENTIFIED PREVIOUSLY, (2) SUPPORT THE NEEDS OF THE U.S. GOVERNMENT FOR ANY FUTURE PANDEMICS OR SIMILAR EMERGENCIES, (3) PROVIDE SURPLUS MANUFACTURING CAPACITY TO OTHER U.S.-BASED STERILE INJECTABLE MANUFACTURERS WHO SERVE THE NEEDS OF THE COUNTRY FOR SHORTAGE MEDICATIONS, AND (4) PRODUCE LOW-COST INSULIN FOR THE US MARKET TO ALLEVIATE DISTRESS THAT AFFORDABILITY CHALLENGES CAUSE TO PATIENTS. 1246771 1159659 OUT-PATIENT SERVICESON OR ABOUT JANUARY 23, 2020, CIVICA ANNOUNCED AN ARRANGEMENT WITH THE BLUE CROSS BLUE SHIELD ASSOCIATION ("BCBSA") AND A NUMBER OF INDEPENDENT BLUE CROSS AND BLUE SHIELD COMPANIES ("BCBSS; WITH BCBSA, THE "BLUES"). THE ARRANGEMENT INVOLVED THE CREATION OF A NEW BUSINESS ENTITY, CIVICASCRIPT, DEDICATED TO LOWERING THE COST OF SELECT OUTPATIENT GENERIC MEDICATIONS IN RESPONSE TO THE IMPACT OF HIGH DRUG COSTS ON THE HEALTH OF AMERICANS AND THE OVERALL AFFORDABILITY OF HEALTH CARE BY DEVELOPING AND MANUFACTURING GENERIC OUTPATIENT MEDICATIONS. IN FURTHERANCE OF THE ARRANGEMENT, ON OR ABOUT JANUARY 27, 2020, CIVICA CAUSED CIVICASCRIPT TO BE ORGANIZED AS A DELAWARE LIMITED LIABILITY COMPANY TO PROMOTE PUBLIC BENEFITS, INCLUDING PROMOTION OF AVAILABILITY OF AFFORDABLE OUTPATIENT GENERIC DRUGS. CIVICASCRIPT, A STATUTORY PUBLIC BENEFIT LLC UNDER DELAWARE LAW , IS TREATED AS A CORPORATION FOR U.S FEDERAL TAX PURPOSES. HOWEVER, CIVICASCRIPT HAS APPLIED FOR TAX-EXEMPT STATUS AS A PUBLIC CHARITY. IF APPROVED, THE EFFECTIVE DATE OF EXEMPTION WOULD BE SEPTEMBER 1, 2023.BASED ON MARKET AND OTHER RESEARCH BY CIVICASCRIPT, AS APPROVED BY ITS BOARD, CIVICASCRIPT IS CURRENTLY IN THE PROCESS OF DEVELOPING GENERIC VERSIONS OF CERTAIN MEDICATIONS. IN ALIGNMENT WITH CIVICASCRIPT'S FOUNDING MISSION, THESE GENERIC MEDICATIONS WILL BE SOLD TO CIVICA-AFFILIATED HOSPITALS, ALL "340B HOSPITALS,", ALL VETERANS AFFAIRS ("VA") HOSPITALS, AND TO RETAILERS.CIVICA, INC. ENTERED INTO A SERVICES AGREEMENT EFFECTIVE SEPTEMBER 1, 2020 WITH CIVICASCRIPT. CIVICA, INC. IS A MEMBER OF CIVICASCRIPT AND A RELATED PARTY. THE PROVISIONS OF THIS AGREEMENT ALLOW FOR CIVICA, INC. TO PROVIDE CIVICASCRIPT WITH ADMINISTRATIVE SUPPORT AND OTHER SERVICES TO ENABLE THE PUBLIC TO REALIZE THE BENEFITS CIVICASCRIPT INTENDS TO PROVIDE. THESE SERVICES INCLUDE EXECUTIVE MANAGEMENT SERVICES, PROFESSIONAL ASSISTANCE, RISK MANAGEMENT, QUALITY & REGULATORY SUPPORT AND OVERSIGHT, FINANCE & ACCOUNTING SERVICES, AND DATA ANALYTICS. 75964414 0 1 0 1 0 0 0 0 0 1 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 1 1 0 1 5 0 1 212 1 0 0 0 0 1 1 0 0 0 X 16 15 0 0 0 0 1 1 1 1 0 0 0 1 1 1 1 1 1 1 1 0 UT X JENNIFER SPALDING 8883040120 2912 W EXECUTIVE PARKWAY STE 325 LEHI UT 84043 X NED MCCOY CHIEF EXECUTIVE OFFICER 24.00 16.00 X X 714319 476212 29444 DEBBI FORD CHIEF COMMUNICATIONS 16.00 24.00 X 348482 522724 47768 DONNA GULBINSKI CHIEF QUALITY & REGULATORY 28.00 12.00 X 605355 259438 51334 JENNIFER SPALDING GENERAL COUNSEL 20.00 20.00 X 437085 437085 16486 KRISTOPHER WEIDLING CHIEF HUMAN RESOURCES 36.00 4.00 X 696519 77391 63219 EAMON FITZMAURICE CHIEF FINANCIAL OFFICER 24.00 16.00 X 466939 311293 81389 RUSSELL GALL CHIEF MFG SUPPLY CHAIN OFFICER (THRU 6/23) 40.00 0.00 X 1152525 0 47492 ALLAN COUKELL SENIOR VP PUBLIC POLICY 30.00 10.00 X 340781 113594 38157 DAN LILJENQUIST CHAIR 1.00 1.00 X X 0 0 0 CARTER DREDGE DIRECTOR 1.00 0.00 X 0 0 0 DENNIS DAHLEN DIRECTOR 1.00 0.00 X 0 0 0 SHELLEY LYFORD DIRECTOR 1.00 1.00 X 0 0 0 KATHLEEN SANFORD DIRECTOR 1.00 0.00 X 0 0 0 ANDREA NODA DIRECTOR 1.00 0.00 X 0 0 0 ERIN ASPREC DIRECTOR 1.00 0.00 X 0 0 0 WILLIAM RUTHERFORD DIRECTOR 1.00 0.00 X 0 0 0 MICHAEL ROWE DIRECTOR 1.00 0.00 X 0 0 0 DREW HOBBY DIRECTOR 1.00 0.00 X 0 0 0 DAN ROTH DIRECTOR 1.00 0.00 X 0 0 0 HODA ASMAR DIRECTOR 1.00 0.00 X 0 0 0 MAIRIN MANCINO DIRECTOR (FROM 12/31/23) 1.00 0.00 X 0 0 0 MARTIN VANTRIESTE DIRECTOR 1.00 1.00 X 0 0 0 BLAKE WILKERSON DIRECTOR 1.00 0.00 X 0 0 0 4762005 2197737 375289 104 0 1 0 MPP GROUP LLC 12250 CORPORATE PARKWAY MEQUON WI 53092 CLEANLINESS TESTING 675407 GRONINGER USA LLC 14045 SOUTH LAKES DRIVE CHARLOTTE NC 28273 EQUIPMENT MACHINING 386966 EIDE BAILLY LLP 5 TRIAD CENTER SUITE 600 SALT LAKE CITY UT 84180 AUDIT AND TAX SERVICES 200185 UVU 175 SOUTH MAIN STREET SALT LAKE CITY UT 84111 RENT 190982 IPS - INTEGRATED PROJECT SERVICES LLC 721 ARBOR WAY SUITE 100 BLUE BELL PA 19422 COMMERICIAL DESIGN AND VALIDATION 174776 8 6182577 1053932 65100 7301609 SERVICES TO CIVICASCRIPT 561499 4426613 4426613 4426613 1036174 1036174 150494159 112590256 37903903 37903903 50668299 42330516 0 1036174 2053273 1642526 410747 30259275 24206056 6053219 651489 521162 130327 3357461 2685817 671644 1478067 1182387 295680 366711 251726 114985 144165 98961 45204 9227228 8002658 1224570 218546 218546 1420381 1121062 299319 3789991 3459785 330206 1124510 826920 297590 8691714 8691714 172819 112997 59822 1194889 846765 348124 SELLING EXPENSES 11458252 11458252 STARTUP COSTS 10422759 10422759 BAD DEBT EXPENSE 5439317 3556477 1882840 RESEARCH AND DEVELOPMEN 4717736 4717736 764678 631822 132856 96953261 75964414 20988847 0 8158580 20367715 17746093 17504398 65109192 34137726 693769 722963 159652559 486570 135265774 159165989 6845034 4816988 233818442 236715779 32296800 28320870 127102804 180368513 555010 447530 159954614 209136913 X -26136172 -72421134 100000000 100000000 73863828 27578866 233818442 236715779 -46284962 0 X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 73135005 73135005 13117 12349 768 63045108 474221 62570887 23459329 23459329 159165989 DEFERRED COMPENSATION LIABILITY 179393 OPERATING LEASE LIABILTY 268137 447530 X PART X, LINE 2: THE ORGANIZATION BELIEVES THAT IT HAS APPROPRIATE SUPPORT FOR ANY TAX POSITIONS TAKEN AFFECTING ITS ANNUAL FILING REQUIREMENTS AND, AS SUCH, DOES NOT HAVE ANY UNCERTAIN TAX POSITIONS THAT ARE MATERIAL TO THE CONSOLIDATED FINANCIAL STATEMENTS. THE ORGANIZATION WOULD RECOGNIZE FUTURE ACCRUED INTEREST AND PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS AND LIABILITIES IN INCOME TAX EXPENSE IF SUCH INTEREST AND PENALTIES ARE INCURRED. 1 X X X X X 0 1 0 0 0 0 0 1 0 NED MCCOY CHIEF EXECUTIVE OFFICER 375961 250640 338358 225572 0 0 7920 5280 12092 8061 734331 489553 0 0 DEBBI FORD CHIEF COMMUNICATIONS 160676 241015 187806 281709 0 0 5280 7920 15540 23310 369302 553954 0 0 DONNA GULBINSKI CHIEF QUALITY & REGULATORY 276694 118583 328661 140855 0 0 9240 3960 29204 12516 643799 275914 0 0 JENNIFER SPALDING GENERAL COUNSEL 202327 202327 234758 234758 0 0 6600 6600 3184 3184 446869 446869 0 0 KRISTOPHER WEIDLING CHIEF HUMAN RESOURCES 355067 39452 341452 37939 0 0 11880 1320 48132 5348 756531 84059 0 0 EAMON FITZMAURICE CHIEF FINANCIAL OFFICER 239305 159537 227634 151756 0 0 26383 17588 24528 16352 517850 345233 0 0 RUSSELL GALL CHIEF MFG SUPPLY CHAIN OFFICER (THRU 6/23) 216982 0 284510 0 651033 0 37108 0 10994 0 1200627 0 406388 0 ALLAN COUKELL SENIOR VP PUBLIC POLICY 238737 79579 102044 34015 0 0 8360 2787 23545 7848 372686 124229 0 0 PART I, LINE 4B DURING 2021, UPON BOARD APPROVAL, THE ORGANIZATION ESTABLISHED A NON-QUALIFIED, DEFERRED COMPENSATION PLAN, A 457(F) PLAN, FOR CERTAIN KEY EMPLOYEES. FUNDS ARE SUBJECT TO RISK OF FORFEITURE BY PLAN PARTICIPANTS AND ARE AVAILABLE TO THE CREDITORS OF THE ORGANIZATION. IN ACCORDANCE WITH THE BOARD OF DIRECTORS' INTENT, THE ORGANIZATION WILL FUND INDIVIDUAL PARTICIPANT ACCOUNTS THROUGH INVESTMENT OPTIONS DIRECTED BY THE PARTICIPANTS. THE DEFERRED COMPENSATION PLAN IS PARTIALLY FUNDED, AND THE ORGANIZATION REPORTS THE DEFERRALS AND RELATED FUNDING IN ACCRUED EXPENSES AND INVESTMENTS, RESPECTIVELY, IN THE BALANCE SHEET. THE FOLLOWING INDIVIDUALS PARTICIPATED IN THE 457(F) NON-QUALIFIED DEFERRED COMPENSATION PLAN IN 2023, FOR WHICH THE EXPENSE WAS INCURRED BY THE SPONSORING ORGANIZATION, BUT THE FUNDS HAVE NOT VESTED OR BEEN PAID OUT TO THESE INDIVIDUALS. THE AMOUNTS LISTED BELOW ARE INCLUDED ON SCHEDULE J, PART II, COLUMN (C): RUSSELL GALL, CHIEF MANUFACTURING AND SUPPLY CHAIN OFFICER: $244,645 EAMON FITZMAURICE, CHIEF FINANCIAL OFFICER: $30,771 DURING CALENDAR YEAR 2023 THE FORMER CHIEF MANUFACTURING AND SUPPLY CHAIN OFFICER RECEIVED A PAYMENT OF $651,033 FROM THE 457(F) PLAN. THE PAYMENT IS INCLUDED IN THE AMOUNTS REPORTED ON SCHEDULE J, PART II, COLUMN (B)(III). PART I, LINE 7 THERE ARE DISCRETIONARY BONUSES THAT ARE AWARDED DETERMINED BY THE COMPENSATION COMMITTEE. THE BONUSES ARE BASED UPON OVERALL BUSINESS ACCOMPLISHMENTS COMPARED TO THE GOALS SET BY THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 CIVICA, INC. HAS THREE CLASSES OF MEMBERS AND EACH CLASS HAS DISTINCT RIGHTS AND PRIVILEGES. THE THREE CLASSES OF MEMBERS ARE GOVERNING MEMBERS, FOUNDING MEMBERS, AND PARTNERING MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A EACH GOVERNING MEMBER HAS THE RIGHT TO NOMINATE ONE INDIVIDUAL TO SERVE ON CIVICA'S BOARD OF DIRECTORS. GOVERNING MEMBERS ALSO HAVE THE RIGHT TO DESIGNATE ONE INDIVIDUAL TO SERVE ON THE DRUG SELECTION ADVISORY COMMITTEE AND ONE TO SERVE ON THE MEDICAL TRENDS ADVISORY COMMITTEE. FOUNDING MEMBERS HAVE NO VOTING RIGHTS AS A MEMBER AS THOSE RIGHTS ARE ONLY CONFERRED UPON THE GOVERNING MEMBERS. HOWEVER, FOUNDING MEMBERS HAVE THE RIGHT TO DESIGNATE INDIVIDUALS TO SERVE ON THE TWO ADVISORY COMMITTEES DESCRIBED ABOVE. FORM 990, PART VI, SECTION A, LINE 7B THE GOVERNING DOCUMENTS REQUIRE THE APPROVAL OF TWO-THIRDS OF THE GOVERNING MEMBERS FOR THE: I) FORMATION OF AND DELEGATION OF ANY POWER BY THE BOARD OF DIRECTORS TO AN EXECUTIVE COMMITTEE OR ANY SIMILAR COMMITTEE; II) AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATIONS EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES WHERE APPROVAL OF 100% OF THE GOVERNING MEMBERS IS REQUIRED, AND III) AMENDMENT OR RESTATEMENT OF THE BYLAWS. THE GOVERNING DOCUMENTS ALSO REQUIRE APPROVAL BY 90% OF ALL OF THE GOVERNING MEMBERS FOR I) CHANGING THE STRATEGIC LINES OF BUSINESS OF THE ORGANIZATION; II) DISPOSING OF ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S ASSETS; III) WINDING UP, DISSOLVING OR LIQUIDATING THE ORGANIZATION; IV) MERGING WITH ONE OR MORE OTHER ENTITIES; OR V) CONSOLIDATING WITH ONE OR MORE OTHER ENTITIES. IN ADDITION, THE GOVERNING DOCUMENTS ALSO REQUIRE APPROVAL BY 100% OF ALL OF THE GOVERNING MEMBERS FOR CERTAIN ACTIONS INCLUDING: I) CHANGING CERTAIN TERMS OF CREDIT AGREEMENTS; AND II) ALTERING CERTAIN TERMS OF MASTER MINIMUM VIABLE VOLUME AGREEMENTS TO BENEFIT ONE MEMBER. FORM 990, PART VI, SECTION A, LINE 8B THERE IS NO COMMITTEE WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 11B THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS REVIEWS THE FORM 990 PRIOR TO FILING. CIVICA ALSO SENDS A COPY OF FORM 990 TO OTHER MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 12C DIRECTORS AND OFFICERS HAVE BEEN PROVIDED TRAINING ON THE CONFLICT OF INTEREST POLICY AND PROCESS, ARE SURVEYED FOR POSSIBLE CONFLICTS OF INTEREST, AND REQUIRED TO DISCLOSE POTENTIAL CONFLICTS ON AN ANNUAL BASIS. THE ANNUAL CONFLICT OF INTEREST DISCLOSURES ARE COLLECTED AND REVIEWED BY GENERAL COUNSEL AND CHIEF COMPLIANCE OFFICER. IF A CONFLICT IS IDENTIFIED, THE INDIVIDUAL WITH THE CONFLICT OF INTEREST WILL NOT PARTICIPATE IN THE DELIBERATIVE DISCUSSION OR VOTE ON THE TRANSACTION INVOLVED. FORM 990, PART VI, SECTION B, LINE 15 CIVICA, INC.'S COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS REVIEWS THE COMPENSATION OF EXECUTIVE STAFF AND OTHER STAFF ON AN ANNUAL BASIS. IN DECEMBER OF 2022, CIVICA, INC. CONDUCTED AN INDEPENDENT COMPENSATION BENCHMARKING STUDY TO ASSESS ITS CURRENT COMPENSATION STRUCTURE AND LEVELS AGAINST THE INDUSTRY PEERS. THE COMPENSATION COMMITTEE USED THIS STUDY AS PART OF THEIR REVIEW PROCESS TO DETERMINE COMPENSATION LEVELS FOR 2023. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS WILL BE MADE AVAILABLE UPON REQUEST. THE FORM 990 IS AVAILABLE THROUGH THE IRS AND OTHER PUBLIC DISCLOSURE WEBSITES. FORM 990, PART VII: ALL EMPLOYEE COMPENSATION IS PAID BY THE REPORTING ORGANIZATION. THE TOTAL COMPENSATION IS THEN ALLOCATED TO THE VARIOUS RELATED ENTITIES BASED UPON THE PERCENT OF TIME THE OFFICERS SPEND ON EACH OF THE ENTITIES. THE COMPENSATION REPORTED IN PART VII REFLECTS THESE ALLOCATIONS VERSUS THE W-2 REPORTING. FORM 990, PART I, LINE 5, PART V, LINE 2A, PART VII AND PART IX: CIVICA, INC. IS THE EMPLOYEE OF RECORD AND EMPLOYS A PROFESSIONAL EMPLOYER ORGANIZATION TO PROCESS EMPLOYEE WAGES, WITHHOLDINGS, AND PAYROLL TAXES. CIVICA FOUNDATION 2912 W EXECUTIVE PARKWAY LEHI UT 84043 844514428 FUNDRAISING DE 501(C)(3) 10 CIVICA INC 1 CIVICASCRIPT LLC 2912 W EXECUTIVE PKWY STE 325 LEHI UT 84043 844777602 PHARMACEUTICALS UT N/A C 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 CIVICA FOUNDATION C 6182577 CASH PAID