Risk Management Product Development

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Joseph M. Inwald, J.D., CPCU

Insurance Professional with Product Development and Enterprise Risk Management Expertise CONSULTING

EXPERIENCE

President, Inwald Consulting Services, Inc. Consulting and expert services related to insurance risk transfer, outsourced Risk Management, broker & insurer selection (RFP’s), & performance assessments. Retained as an Expert for State and Federal matters regarding P & C Insurer and Insurance Broker conduct. Provide Strategic advice, Product Development, Fairness Opinions, and other related services for Professional and Managerial Liability Insurance mechanisms.

(Initially as a sole proprietorship [DBA] and

2000 through present as a Michigan Corporation)

Services for Risk Seeking Entities; creating additional market share, revenue, and expense savings for clients.

Multi-million-dollar continuing revenue streams created, specific savings of 5-30% for various expense categories, and profitability enhancements regularly achieved.

Alternative Risk Insurance Vehicle (Captives, Trusts & RRG’s) formation & consulting,

Service provider performance reviews, selection or recruitment, formal RFP processes, and effectiveness audits:

o -Actuarial

o -Risk Management and loss engineering

o -Legal

o -Brokerage & Program Management

o -Enterprise Software,

Strategic planning, risk selection, and distribution channel management,

Product Development, Insurance Policy comparisons, and Drafting,

Negotiations with Regulators, Reinsurers, and other 3rd Parties, and

Expert Reviews, Fairness and other Opinion Letters, and quantitative analysis. Outsourced Risk Management:

• Risk Analysis, inclusive of those generated by their business partners, reports generated for various constituencies at HealthCare Providers, Insurers, and Real Estate related entities.

• Development of, and implementation assistance for, risk mitigation and other ERM techniques.

• Evaluation and negotiation of non-insurance risk transfer techniques.

• Selection and oversight of Insurance Brokers-substantial savings achieved and negotiation of more inclusive Service Agreements. Customary broker liability limitations modified or eliminated.

• Selection of desired Insurance risk transfer scope, limits, and specific insurers.

• Assist in communication and negotiation with business partners regarding the adequacy of risk management and insurance in place. Assist in securing required assurances and strategic sales of new products and services.

• Address opportunities for alternative risk transfer vehicles.

• Managerial and governance assessments of risk transfer programs. Page 2 of 7 7 24 CV

Representative Completed Projects Include:

On behalf of a leading Legal Bill Review organization, developed case type specific severity adjustment metrics and matter expense budgeting processes to improve value of performance metrics provided to their clients and referral sources. Led zoom and conference calls with critical business partners to obtain buy-in on these initiatives.

Provided Expert Services related to layered excess policy claim reporting practices and Policy Language implications in the context of a substantial HPL Claim.

Issued a Fairness letter regarding assessment and withdrawal charge methodologies for an Admitted Professional Liability Insurer.

Served as Outsourced Risk Manager for two Private Real Estate entities with assets of more than $4 Billion. Involved in all services referenced above. Substantial involvement in the management of national and specialized independent Insurance Brokers. Risk mitigation addressing traditional real estate management as well as unique management liability and cyber exposures. Reduced brokerage costs and improved scope of services provided. Negotiated substantial exceptions to limitation of liability provisions “mandated by Insurance Broker.”

Serve as Outsourced Risk Manager for regional developer of muti-family and Retail properties. Address most of functions listed above. Secured, in first year, reduction in premiums 2-3 times greater than applicable benchmarks while increasing scope of insurance coverage. Recommended multi-year fixed rate Property & GL Coverage arrangement consummated in late 2019.

Retained as an Expert (Daubert qualified for matter in Federal Court) regarding Standards of Conduct for a National Insurance Broker on behalf of a University Hospital. Provided written Expert Reviews used to attain multi-million-dollar settlement prior to trial.

Retained as an Expert in suit brought by a State Attorney General against a National Insurance Broker to quantify excessive premiums stemming from undisclosed contingent commissions and block transfers of business. Multi- million-dollar settlement premised, in part, on line of business specific assessments of overcharges and detailed quantitative analysis of unearned brokerage fees.

Retained as an Expert on behalf of a National Insurance Broker to opine on their compliance with applicable standards. Enabled attainment of very small settlement, less than 1% of initial claim amount, prior to most of the anticipated discovery.

Retained as an Expert on behalf of an individual insured against a captive insurance agent and the Insurer. Written report enabled individual to achieve, and collect, a mediation award of full Policy Limits and an additional amount to reflect agent misconduct.

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Issue more than 100 assessments of borrowers, and potential borrowers, Insurance Program adequacy prior, and subsequent, to loan closures. Work conducted on behalf of national asset-based lenders with tight timelines. Enabled improved loan underwriting and terms of commercial insurance programs.

Reviewed Health Care System’s self-insured Program as required to issue Certification to Bond Trustee. Performed follow-up to improve the conformity of the Trust to the commercial excess program.

Assisted HC Systems in OH and IN in successful RFP’s for insurance brokerage services.

Organization design study and recommendations for the reorganization of the underwriting department of a leading National Professional Liability Insurer. Strategic, tactical, distribution, IT, and personnel issues were addressed as the selected structural approach was implemented. Transitional and final configuration, workflow, and decision rule documents were supplied as part of the deliverable set. Personnel evaluations, counseling and coaching was also an integral part of the engagement. Client reports that reorganization continuing to provide substantial benefits after 15 years. Additional assignments related to M&A and strategic marketing successfully concluded in subsequent years for the client.

Provided substantial services to Medical Protective’s (a unit of Berkshire Hathaway) legal department related to new Hospital Professional Liability primary and excess forms. Supported Surplus Lines, Alternate Risk, and other product development initiatives. Worked primarily with underwriting, finance and sales as a part of the legal team on a long-term consulting basis. Assisted in broker relationships involving both core sales functions and regarding the Company’s purchase of P & C Insurance through its National Broker.

Worked with Public Entities on numerous formal broker selection processes including selection of invitees, developing consensus on RFP process, timelines, and documents, scoring metrics, reading and scoring all written responses, conducting interviews and reference checking as ordered, and the provision of written or oral reports to executive leadership and governance entities. Similar work for Hospital Systems, other non-profits, private companies & Family Offices. Follow-up work to negotiate favorable brokerage service agreements, Insurance Policy language, and ERM assistance done for most of these engagements. Savings in brokerage fees and insurance pricing exceeded client expectations in every engagement.

Prepared RFP and evaluated responses, in conjunction with larger consulting organization and City officials, related to their health benefit programs. City was the second largest in the applicable State. Multi-million-dollar savings achieved.

Review, for National Hospital Owned RRG, of P & C Insurance Policy Portfolio inclusive of competitive scope analysis.

Assisted numerous Program Managers on business plan development and refinement, identification of potential business partners, structuring relationships, Insurance Policy Development, Agreement negotiation and drafting, and assisting with initial sales.

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Senior Consultant, Management Advisory Services Department – BDO Seidman, Troy, Michigan. Various financial, structural, and operational engagements on behalf of hospital and other healthcare related institutions, ventures, and associations. Principal consultant on team which developed requisite feasibility studies for $150,000,000+ health system refinancing project. Documents resulted in favorable Bond pricing. Led BDO negotiations resulting in substantial improvements of the specific terms of the bond covenants. Paid Individual Consulting Engagements, performed for HC Providers, Insurers, Public, and private entities throughout College and Law School years to pay for a portion of tuition.

Vice President, Insurance and Risk Management, FRANCISCAN ALLIANCE, Inc., Mishawaka, IN 2023

Responsible for P & C Insurance purchases, Captive oversight, and ERM for the Indiana based Health Care System with 12 hospitals. Substantial budgetary involvement at both the system and hospital levels with 20 reports. Reported directly to the System CEO.

• Per the 2022 Form-990, System revenues were $3.29 billion with 23,024 employees, inclusive of more than 1000 Physicians, PA’s, and NP’s, and Insurance related expenses of $43,934,796.

• Oversight of a mature captive providing HPL, GL, PL, WC, & Medical Stop-Loss risk assumption. Departmental responsibility for addressing other System, Hospital specific, JV, and Physician Organization P & C exposures, and for a licensed Ins. agency primarily used to advise seniors on efficient Medicare supplement and Advantage programs. Participated in System strategic planning, Ethics deliberations, oversight of the clinical risk management, & Quality improvement processes. INSURER

EXECUTIVE

EXPERIENCE

Vice President Insurance Product Development, Franklin Health Inc., Upper Saddle River, New Jersey and remotely from Michigan. Responsible for relationship management with AMRE/Munich RE. Responsible for finding insurance opportunities for Franklin’s traditional complex care management as well as internet offering

(PersonalPath.com). Worked on malpractice, employer stop-loss, first dollar, FASB 106, and automobile applications. Achieved value improvements in Actuarial services provision to Franklin. Reported to CFO.

Vice President Product Development, Medical Inter Insurance Exchange (MIIX), Lawrenceville, New Jersey. Worked on creation of second-generation health provider packaged products. Developed joint venture model institutional Fraud and Abuse service and risk transfer program. Company achieved AM Best A rating and became a NYSE listed Company during my tenure. Member of Executive Staff reporting to CEO. INSURANCE

BROKERAGE

EXPERIENCE

VP Managed Care Services, Interstate Health Care, Troy, Michigan. Responsible for Managed Care Unit at a boutique health care brokerage organization. Part-time role focused on strategic needs assessment and insurance brokerage for managed care organizations, their medical service providers, and payors. Involvement in professional liability, HMO reinsurance, benefits stop-loss, and capitation stop-loss products. Developed, on a consulting basis, a risk sharing arrangement between a TPA/PPO client and AIG to provide benefit stop-loss for its customers. Achieved 400% program growth that facilitated 100,000+ employee gain for our TPA/PPO business partner. Assistant Vice President, HealthGroup, Johnson & Higgins of Michigan, Inc., Detroit, Michigan. Account development, management, and commercial excess insurance marketing responsibilities. HealthGroup clients were predominantly Michigan Hospitals which own captive insurance companies, domiciled in the Cayman Islands and Barbados, that insure their owners and affiliates Page 5 of 7 7 24 CV

for professional and commercial general liability. In addition to primary responsibilities for program development and excess brokerage, the position involved coordination of legal, actuarial, claim service, investment management, and other professional services on behalf of clients. Responsible for sales, development, and operation of Managed Care Professional Liability, Benefit Stop-Loss, and non-Health Care Reinsurance Programs. Drafted dozens of HPL & MPL Insurance Policies.

LEGAL

EXPERIENCE

General Counsel’s Office, The Medical Protective Company, Ft. Wayne Indiana. Contractual role with an emphasis on HPL and Large Group issues, Risk, Product Development, and regulatory compliance.

Corporate Counsel, Optate, Ann Arbor, Michigan. Legal and corporate strategy, part- time outsourced relationship. Lead on negotiation of Benefit Plan Service arrangements with Fortune 50 and municipal clients. Oversight and coordination of relationships with outside law firms.

Associate, Schlussel, Lifton, Simon, Rands, Kaufman, Galvin & Jackier, Southfield, Michigan. Initial role after Law School. Practice concentrated in health and insurance law involving HMO’s, PPO's, Academic Medical Centers and other hospitals, nursing homes, professional associations, and individual practitioners. Strategic planning, corporate reorganization, alternative delivery system development, anti-trust, insurance, professional credentialing, and financial planning, with some reimbursement-related matters. Performed analysis for Harvard Model Insurance and Risk Management program for a Florida based HC System. Lead associate for Corporate Reorganization of non-profit residential and community provider of LTC services. Limited Real Estate and Litigation related services.

PROFESSIONAL

EDUCATION

The University of Michigan Law School

• First Year: Clerkship, Office of General Counsel, University of Michigan Hospital, Ann Arbor, Michigan. Medical Staff Bylaw revision, malpractice defense research and investigation, and general legal research and drafting assignments. Worked on facility replacement issues.

• Second and Third Years: Legal research and writing for revision of The Law of Hospital and Health Care Administration by Professor Southwick. The Wharton School, University of Pennsylvania. Graduated Cum Laude, in 3 years, with B.S. in Economics. Dual majors in Health Care Administration and Organizational Management. Dean’s list all years. Model United Nations, Photographer for Daily Pennsylvanian, AISEC, and established and led the Health Care Administration Association.

The University of Michigan Graduate School of Business Administration, MBA, evening program. B2B Marketing courses concentration. Degree not obtained. American Institute for Chartered Property & Casualty Underwriters, earned CPCU designation after passing 10 three-hour essay exams and satisfying experience requirement. Page 6 of 7 7 24 CV

ADDITIONAL

EDUCATION

The University of Colorado, Semester at Sea Program. Academic credit applied toward Wharton degrees. Studies in Japan, Republic of China, Hong Kong, Macau, Philippines, Indonesia, India, Sri Lanka, Egypt, Greece, Spain, and Portugal. Cornell University, Ithaca, New York, Economics and International Relations. Attended University as a High School Student. College credits applied to Wharton degrees. PROFESSIONAL

AFFILIATIONS

• Member, Michigan & Florida Bar Associations, AHLA, and ASHRM

• Currently, or previously, active with:

- Risk & Insurance Management Society (aka RIMS)

- American Health Lawyers Association

- Professional Liability Underwriting Society

- American Academy of Hospital Attorneys

- Michigan Health Lawyers Association

- Michigan Society of Hospital Attorneys

- Detroit Chapter and American Society of Chartered Property & Casualty Underwriters

- American and Michigan Society of Hospital Risk Managers (ASHRM & MSHRM)

- Institute of Continuing Legal Education

- State Bar of Michigan Insurance Law and Member Services Committees

- Michigan and Florida Bar Health Law Sections

- American Bar Association, Health Law Section

UNIVERSITY

APPOINTMENTS,

BOARD SERVICE,

PRESENTATIONS,

& PUBLICATIONS.

Guest Lecturer, Wayne State University, Schools of Law & Business. Health Law

& Psychiatry and the Law, and Seminar on Insurance for new ventures. Adjunct Faculty, University of Detroit Mercy, Undergraduate Business Law. Board Service

• Current Member, Board of Governors, Academy for Risk Management & Insurance, Bowie State University.

• Served as Board member and shareholder for an Insurer, domiciled in the District of Columbia, that provided Workers Compensation and General Liability Insurance in more than 40 states until its successful sale in 2017.

• Served as a shareholder, Board Member, and Board Officer of a HC service- related Michigan Corporation from inception in 2009 through dissolution in 2017. Professional Seminar Faculty Member

• “Insurance for New Ventures: Maximizing the Value of your Insurance Program,” presented at a Wayne State University School of Business sponsored conference.

• “Insurance Issues for Loan Approval & Renewals,” presented to a National ABL

• Crittenden Medical Ins. Conference, “Strategies for Changing Market Conditions,”

• HMO Alliance “Self-Funding for Provider Owned Plans”

• Institute of Continuing Legal Education, “Insurance law Fundamentals – The Structure of the Insurance Industry: Let’s Explore the Forest” (2 live and 8 video sessions).

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• Designed, moderated, and jointly sponsored, with Butzel Long and MMI, “How Health Care Reform May Affect Your Self-Funded Benefit Programs: Current Opportunities to Enhance Effectiveness and Reduce Costs.” Frequent speaker for Physician Associations, Managed Care Organizations, and Law Firms on captive insurance companies, professional liability needs, and managed care insurance topics.

Reviewer, The Legal Environment of Insurance, published by the American Institute for Chartered Property and Casualty Underwriters as a required text for the CPCU exams. Rate Survey Editor, Annual Rate Survey Issue, Medical Liability Monitor, (October 2009)

“The Picture of a Market Not Yet Firming.”

Insurance and Health Law Conferences Regularly attend those sponsored by organizations such as the ALI-ABA, the Michigan and American Societies for Health Care Risk Management, and the American Health Lawyers Association. Also regularly attend RIMS, PLUS, ACCE, Crittenden, and other insurance industry conferences and symposia. Invited participant in Marsh, AJG, MIIX, ICLE, MMI, Johnson & Higgins, Crittenden and BDO Seidman sponsored seminars and conferences.

INTERESTS Travel & Photography: Experiences, in addition to Semester at Sea, involves all 50 states, the Canadian provinces, much of the Caribbean, Mexico, South America, Israel, Western Europe, China, Japan, Korea, the Soviet Union, Australia, and New Zealand. Computers: MS Office, APL, and BASIC literate; have utilized personal computer spreadsheet, database, and word processing capabilities for consulting activities since Wharton. Significant work with MS Access and enterprise platforms for professional liability insurers.

Community Service Roles:

• Member of Southfield Board of Education, elected role as a student.

• Foundation Board Director of a non-profit Home for Aged, and member of the Home’s finance committee.

• Currently involved, as a volunteer coach and Judge at local and State Tournaments, for our local High School’s Forensic (public address & dramatic events) Team.

• Served on the Bloomfield Hills School District’s Finance committee

• Parent Volunteer for High School FIRST Robotics Team.

• Mentor & Judges, University of Michigan Law School Moot Court (Campbell) competitions.

• Guest Speaker at undergraduate business school Insurance programs on Product Development, Professional Liability, and Alternative Risk Arrangements. OFFICE

ADDRESS

Inwald Consulting Services, Inc.

7457 Franklin Road, Suite 230

Bloomfield Hills, Michigan 48301

Phone: 248-***-**** Fax 248-***-**** Email: *******@*******.***

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