[Market Watch] The 2026 Directory Of Secure, Compliant & Tax-Advantaged Executive Health Packages

[Market Watch] The 2026 Directory Of Secure, Compliant & Tax-Advantaged Executive Health Packages

[Market Watch] The 2026 Directory Of Secure, Compliant & Tax-Advantaged Executive Health Packages

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[Market Watch] The 2026 Directory Of Secure, Compliant & Tax-Advantaged Executive Health Packages

The Shift in Executive Wellness: Why 2026 Demands More Than a Standard Checkup

Let’s be entirely honest with ourselves: the classic "executive physical" of the early 2000s is dead. You remember how it used to look—a pleasant morning at a high-end medical center, a quick run on a treadmill while hooked up to an EKG, a basic blood panel that checked your cholesterol, and a catered lunch in a private waiting room before you were sent on your way with a pat on the back and a generic booklet about eating more leafy greens. It was more of a corporate perk, a status symbol designed to make senior leadership feel valued, rather than a rigorous defensive strategy against the physical toll of high-stakes corporate governance. In 2026, that level of superficial assessment is not just outdated; it is a liability for both the individual and the enterprise.

The modern corporate landscape has evolved into a hyper-accelerated, always-on pressure cooker where the physical and cognitive resilience of leadership directly correlates with shareholder value. I remember sitting across from a brilliant tech CEO in late 2024 who, on paper, was the picture of health—lean, active, and highly disciplined. Yet, beneath the surface, chronic sleep deprivation, micro-fluctuations in blood pressure, and unmanaged systemic inflammation were quietly setting the stage for a catastrophic cardiovascular event that sidelined him right in the middle of a major acquisition. That was the moment it clicked for me: we cannot manage executive health with retroactive diagnostics. We must treat the executive body as a complex, high-performance engine that requires predictive, continuous, and highly specialized maintenance.

Furthermore, the regulatory environment surrounding executive compensation and benefits has tightened significantly. Boards of directors are no longer writing blank checks for luxury wellness retreats disguised as medical care without demanding strict compliance, clear tax justification, and ironclad data security. Shareholders are asking tough questions about key-person risk, demanding to know if the leadership team has a robust, medically verified plan to ensure operational continuity. If your organization is still relying on a standard health insurance plan to cover these comprehensive, deep-dive diagnostic protocols, you are likely exposing yourself to massive tax penalties or, worse, failing to catch a preventable health crisis that could derail your entire company.

In 2026, the gold standard of executive health has shifted toward highly personalized, preventative medicine that leverages advanced genomics, deep-tissue imaging, and cognitive baseline testing. This guide is designed to serve as your strategic map through this complex landscape. We will examine how to structure these elite health packages so they remain fully compliant with the latest IRS guidelines, how to protect the incredibly sensitive medical data of your C-suite from sophisticated cyber threats, and which institutions are leading the market in delivering truly world-class, tax-advantaged clinical care. This is not about pampering your executives; it is about protecting your most valuable human capital assets through rigorous, defensible, and cutting-edge medicine.


When we talk about executive health packages, the very first hurdle we must clear is the Internal Revenue Service. It is incredibly easy to accidentally design a program that the IRS views as a discriminatory, taxable benefit rather than a legitimate, tax-free medical expense. To navigate this minefield, we have to ground our strategies in the bedrock of Internal Revenue Code (IRC) Section 105 and Section 213(d). The fundamental rule of thumb is that for a medical diagnostic procedure to be tax-deductible to the corporation and tax-free to the executive, it must qualify as "medical care" under Section 213(d)—meaning it must be primarily for the prevention or alleviation of a physical or mental defect or illness.

This is where things get tricky when you start integrating modern longevity treatments, biohacking protocols, and cosmetic enhancements into your executive packages. A full-body MRI scan designed to detect early-stage cancers or arterial plaque is generally considered a compliant diagnostic procedure under Section 213(d). However, if you bundle that scan with an executive wellness package that includes genetic matchmaking, IV vitamin drips, and luxury spa treatments, you have crossed a dangerous line. The IRS will look at the entire package, and if they find that a significant portion of the services are not strictly diagnostic or therapeutic, they may disqualify the tax-exempt status of the entire benefit, converting it into taxable compensation that must be reported on the executive’s W-2.

To avoid this, savvy organizations utilize a Medical Expense Reimbursement Plan (MERP) structured under Section 105(h). A self-insured MERP allows an employer to reimburse employees for medical expenses not covered by the standard group health plan. However, Section 105(h) contains strict non-discrimination rules. If your MERP only benefits highly compensated individuals (HCIs), any reimbursements paid to those executives could be treated as taxable income unless the plan is structured specifically to provide only diagnostic procedures. Under Treasury Regulation Section 1.105-11(g), "medical diagnostic procedures" (such as routine physical examinations, blood tests, and X-rays) are explicitly excluded from the non-discrimination rules, provided they are performed at a facility which provides no services other than medical services.

This regulatory safe harbor is the secret weapon for structuring compliant executive health programs. By strictly limiting the executive-only benefit to comprehensive diagnostic evaluations—and leaving the therapeutic, wellness, or lifestyle interventions to be paid out-of-pocket or through structured Health Savings Accounts (HSAs)—you can offer an incredibly valuable, high-end health assessment to your top tier without triggering a compliance nightmare. For 2026, HSA contribution limits have adjusted upward, but they still remain far too low to cover the cost of a premier executive physical, which can easily range from $5,000 to $25,000. Therefore, a properly structured, diagnostic-only MERP remains the absolute gold standard for tax-advantaged corporate health planning.

💡 Insider Note: The IRS Audit Trigger

The IRS is actively auditing corporate "wellness retreats" that attempt to write off luxury resort stays as executive physicals. If your executive travels to a five-star resort in Sedona that happens to have an on-site clinic, you cannot deduct the lodging, meals, or travel expenses as tax-free medical care unless the medical care is provided by a licensed hospital and is essential to the medical care provided. Always separate the clinical invoices from the travel and hospitality invoices, and ensure the clinical portion is billed directly by a licensed medical institution.


The Secure Frontier: Cybersecurity, HIPAA, and Executive Data Privacy

We live in an era where data is more valuable than oil, and there is no data more sensitive, or more highly targeted by bad actors, than the medical records of a high-profile corporate executive. Imagine the chaos that would ensue if a ransomware group managed to exfiltrate the cognitive baseline testing or early-stage oncological reports of a Fortune 500 CEO just weeks before a massive public offering. This is not a hypothetical sci-fi scenario; it is a very real, pressing threat in 2026. Private concierge clinics and independent medical practices are often the soft underbelly of cybersecurity, lacking the multi-million-dollar defense budgets of major hospital networks while storing highly lucrative personal data.

When structuring an executive health package, your Chief Information Security Officer (CISO) must be just as involved in the vetting process as your Chief Human Resources Officer. Standard HIPAA compliance is merely the baseline; it is nowhere near sufficient to protect high-value targets from spear-phishing, social engineering, or sophisticated database intrusions. You must demand that any clinic or hospital system partnering with your organization utilizes end-to-end encryption for all patient communications, stores medical records in a dedicated, sovereign private cloud, and implements zero-trust access controls that prevent unauthorized staff from viewing sensitive executive files.

Furthermore, the physical security of the facility and the operational protocols around data handling must be scrutinized. How does the clinic deliver test results to the executive? If they are sending PDFs via standard, unencrypted email, or uploading them to a poorly secured web portal, they are violating basic security protocols. The premier providers in 2026 utilize secure, biometric-authenticated mobile applications that never store data locally on the device and require multi-factor authentication (MFA) at every single login. They also employ strict data minimization policies, ensuring that once a diagnostic report is reviewed and integrated into the executive's private health plan, the raw diagnostic files are archived in cold, offline storage rather than left sitting on an active, internet-connected server.

Let's look at the specific security protocols your organization should mandate when auditing an executive health provider:

Key Cybersecurity Protocols for Executive Health Portals

  1. Zero-Trust Data Architecture: The provider must segment executive medical records from the general patient database, requiring separate, multi-level authorization to access.
  2. End-to-End Encryption (E2EE): All data in transit and at rest must be encrypted using AES-256 or higher, with cryptographic keys managed by a secure key management system.
  3. Biometric Multi-Factor Authentication: Access to patient portals must require a combination of hardware tokens and biometric verification (FaceID, fingerprint) rather than simple passwords.
  4. Regular Third-Party Penetration Testing: The provider must share their latest SOC 2 Type II report and proof of regular, independent cybersecurity audits.
  5. Data Minimization & Purging Protocols: The clinic must have a clear policy on how long raw genetic and imaging data is stored, with options for permanent deletion upon request.

The 2026 Tiered Directory: Top-Tier Executive Health Programs Globally

To help you navigate the highly fragmented marketplace of executive wellness, we have categorized the leading global programs into two distinct tiers. Tier 1 consists of the elite, legacy institutional powerhouses—academic medical centers that offer unparalleled clinical depth and access to world-renowned specialists. Tier 2 represents the vanguard of bespoke concierge and longevity-focused clinics, which leverage cutting-edge diagnostic technologies, advanced biomarker tracking, and highly personalized wellness optimization protocols.

Tier 1: Elite Institutional Powerhouses (Mayo Clinic, Cleveland Clinic, Johns Hopkins)

When you choose an institutional powerhouse like the Mayo Clinic, the Cleveland Clinic, or Johns Hopkins, you are buying into an unmatched ecosystem of clinical excellence. These institutions have spent decades refining their executive health programs, creating highly efficient, single-day diagnostic pipelines that are designed to respect the demanding schedules of senior leaders. A typical day at one of these facilities is a masterclass in operational efficiency: an executive arrives at 6:30 AM, and by 3:30 PM, they have completed a comprehensive cardiovascular assessment, advanced imaging, laboratory testing, lifestyle consultations, and a one-on-one review with a dedicated lead physician.

What sets these institutions apart in 2026 is their ability to seamlessly transition from preventative diagnostics to acute clinical intervention if an anomaly is detected. If an executive physical at the Mayo Clinic reveals a silent, high-risk cardiac blockage, the patient isn't referred out to a local cardiologist with a three-week waiting list; instead, they are immediately connected with some of the world's leading cardiothoracic surgeons within the very same building, often scheduling interventions within days. This level of integrated care is incredibly reassuring for corporate boards who are managing critical key-person risks.

However, the institutional experience can sometimes feel a bit clinical and rigid. While they offer private executive lounges, dedicated coordinators, and high-end amenities, the core methodology is deeply rooted in traditional, evidence-based medicine. They are generally conservative when it comes to adopting experimental longevity markers, off-label preventative therapies, or highly novel biohacking modalities. If your goal is to find a program that focuses on optimizing vitality, cognitive performance, and biological age reversal, the traditional institutional route may feel somewhat limited in scope.

Pricing for these elite institutional programs generally ranges from $5,000 to $12,000 per executive, depending on the age-based diagnostic protocols selected. From a tax perspective, these programs are incredibly clean; because they are operated by licensed, non-profit academic medical centers and focus entirely on evidence-based diagnostic procedures, they fit perfectly within the safe harbor of IRC Section 105(h) and are almost entirely tax-deductible to the corporation and tax-free to the employee.

📅 Pro-Tip: Booking Windows

The premier institutional programs (especially Mayo Clinic's Rochester and Scottsdale campuses) have booking lead times of six to nine months for their executive health slots. To secure your leadership team's annual physicals, you must establish a corporate contract and book your blocks of time in the third quarter of the preceding fiscal year.


Tier 2: Bespoke Concierge & Longevity-Focused Clinics

For the organization or executive looking to push beyond the boundaries of standard preventative medicine, the Tier 2 bespoke concierge and longevity-focused clinics represent the absolute cutting edge of health optimization. These facilities—such as Fountain Life, Prenuvo, and specialized private concierge practices—do not merely look for the absence of disease; they actively seek to optimize the human biological machine for peak performance and extended healthspan. They utilize diagnostic tools that are often years away from being adopted by traditional hospital networks, including full-body MRI cancer screenings, advanced epigenetic methylation clocks, liquid biopsies for early cancer detection (such as the Galleri test), and deep gut microbiome sequencing.

I recall a conversation with a private equity partner who had transitioned his firm's executive health package from a major university hospital to a leading longevity clinic. He explained that the traditional physical told him he was "fine for a 52-year-old," but the longevity clinic identified a specific genetic predisposition to heavy metal accumulation and microvascular inflammation that was actively draining his cognitive focus in the afternoons. By addressing these sub-clinical issues through targeted, personalized lifestyle and supplement protocols, his day-to-day productivity skyrocketed. This is the promise of Tier 2 programs: they treat health as an active asset to be maximized, rather than a passive state to be monitored.

However, navigating the compliance and tax implications of these cutting-edge programs requires a highly sophisticated approach. Many of the diagnostics offered by longevity clinics—such as elective full-body MRIs without underlying symptoms, or cosmetic genetic profiling—do not easily fit the strict definition of "medical care" under Section 213(d). If the IRS audits your corporate benefits and finds that you have written off $15,000 per executive for a package that includes experimental peptide therapies, intravenous NAD+ infusions, and aesthetic skin treatments, they will likely disqualify the entire deduction.

To safely offer these advanced programs, companies must work with the clinic to unbundle the services. The corporation should only pay for and deduct the strictly diagnostic components of the program (the MRI scans, the diagnostic blood work, the cardiovascular imaging), while the executive pays out-of-pocket for any therapeutic, lifestyle, or experimental optimization treatments. This hybrid approach allows you to offer your leadership team access to the absolute frontier of medical science without exposing the enterprise to regulatory or tax penalties.

Let's look at the essential longevity markers that you should insist upon when evaluating a Tier 2 longevity-focused clinic:

Essential Longevity Markers to Insist Upon

  • Advanced Lipoprotein Subfractionation (ApoB & Lp(a)): Traditional cholesterol tests are highly inadequate; tracking Apolipoprotein B and Lipoprotein(a) provides a far more accurate picture of actual cardiovascular plaque risk.
  • Liquid Biopsy (Multi-Cancer Early Detection): Tests like the Galleri assay screen for over 50 types of cancer through a simple blood draw by detecting cell-free DNA shed by tumor cells.
  • Full-Body Diffusion-Weighted MRI: A radiation-free scan designed to detect solid tumors at Stage I or II, as well as silent aneurysms and silent spinal degeneration.
  • Epigenetic Age & Methylation Profiling: Tracking biological age versus chronological age to measure the actual rate of cellular aging and the effectiveness of lifestyle interventions.
  • Continuous Glucose Monitoring (CGM) Audits: A 14-day metabolic assessment using a wearable sensor to map insulin sensitivity, glycemic variability, and metabolic resilience under cognitive stress.

Crafting the Corporate Policy: Structuring Tax-Advantaged Executive Health Benefits

Now that we understand the clinical options and the regulatory framework, we must address the practical challenge of writing and implementing the corporate policy. You cannot simply send an email to your executive team telling them to go book a physical and submit the receipt to expenses. Doing so is an open invitation for an audit and a guaranteed way to trigger constructive receipt issues. Instead, your legal, tax, and HR teams must collaborate to draft a formal, written plan document that clearly outlines the structure, eligibility, and limitations of the executive health benefit.

The first step in crafting this policy is to establish a clear, objective definition of who is eligible for the program. While you can limit the benefit to a specific class of employees (such as "all executives at the Vice President level and above"), you must ensure that this classification is based on legitimate, non-discriminatory business needs. For example, you can justify the executive-only benefit by linking it directly to your corporate succession and key-person risk management policies. By framing the program as a vital tool for business continuity, you strengthen your legal defense for offering a highly valuable perk to a select few.

Next, the plan document must explicitly state that the program is a "Diagnostic-Only Medical Expense Reimbursement Plan." It must clearly define the permitted diagnostic procedures and state that any non-diagnostic services, lifestyle coaching, or treatments are strictly excluded from corporate reimbursement. To make this operational, you should establish direct-billing relationships with your chosen medical providers. Under a direct-billing arrangement, the clinic bills the corporation directly for the pre-approved, compliant diagnostic package, ensuring that the executive never has to handle the transaction or risk submitting non-compliant expenses for reimbursement.

Finally, your policy must address the issue of frequency and logistics. How often are executives expected to undergo these evaluations? For leaders under the age of 40, a biennial (every two years) schedule is often sufficient, while executives over 40 should be strongly encouraged—or even required—to undergo annual evaluations. Your policy should also outline how travel, lodging, and meals associated with the physical are handled. To remain tax-free, any travel expenses must be essential to receiving the medical care, and lodging is capped by the IRS at $50 per night per individual (though this limit is notoriously low for high-end travel, meaning any excess lodging costs must be treated as taxable compensation to the executive).

⚖️ Insider Note: ERISA Safe Harbors

To avoid your executive health program being classified as a full-scale group health plan subject to complex ERISA reporting and filing requirements, ensure that the program is structured as an "excepted benefit." Diagnostic-only plans that do not provide significant medical care or treatment generally fall outside of many ERISA mandates, but you must consult with qualified ERISA counsel to ensure your plan documents are drafted with the correct safe harbor language.


The Return on Investment (ROI) of Executive Wellness Programs

Whenever I discuss executive health packages with CFOs, the conversation inevitably turns to the bottom line. "These programs sound fantastic," they say, "but how do I justify spending $10,000 per executive to our board and our shareholders?" It is a fair question. In an era of tight corporate budgets and intense scrutiny over executive compensation, every single dollar spent must demonstrate a clear, defensible return on investment. Fortunately, the financial data supporting robust executive health initiatives is incredibly compelling, especially when you look at it through the lens of risk mitigation and business continuity.

Let’s look at the hard math of key-person risk. The sudden, unexpected loss or incapacitation of a senior leader is one of the most disruptive and expensive events a corporation can experience. The direct costs of recruiting a new C-suite executive—including executive search firm fees, sign-on bonuses, and relocation expenses—frequently exceed 100% to 150% of the executive's annual salary. But those direct costs are a drop in the bucket compared to the indirect costs: the loss of strategic momentum, the disruption of key client relationships, the drop in employee morale, and the potential hit to the company's stock price. For a mid-cap or large-cap public company, a sudden leadership transition can easily erase tens of millions of dollars in market capitalization overnight.

By investing in advanced, predictive diagnostics, you are essentially purchasing a highly effective insurance policy against this catastrophic downside risk. A comprehensive executive physical can identify early-stage cardiovascular disease, silent oncological developments, or metabolic dysfunctions years before they manifest as clinical emergencies. I recall a case where a lead product architect at a major software firm underwent a mandated executive physical that discovered a highly aggressive, asymptomatic kidney tumor during a routine abdominal ultrasound. Because it was caught at Stage I, the tumor was surgically removed with minimal disruption, and the executive was back at his desk within three weeks. Had that tumor gone undetected for another year, the outcome would have been vastly different—both for his life and for the multi-billion-dollar product pipeline he was directing.

Furthermore, there is a direct, measurable impact on day-to-day productivity and cognitive performance. Senior executives are corporate athletes; they are expected to make high-stakes, complex decisions under extreme stress and sleep deprivation. Chronic, unmanaged health issues—such as sub-clinical thyroid dysfunction, systemic inflammation, or severe sleep apnea—directly impair cognitive processing speed, emotional regulation, and decision-making quality. By optimizing an executive's metabolic and physiological health, you are directly upgrading their cognitive bandwidth, resulting in better strategic decisions, fewer errors, and a more resilient, high-performing leadership team.

To help you present this case to your financial team, let's look at the primary ROI metrics that CFOs use to approve these programs:

ROI Metrics for CFO Approval

  1. Key-Person Risk Mitigation: Calculate the total financial exposure of a sudden 6-month vacancy in your top three leadership roles (including recruitment costs, stock price volatility, and project delays) versus the annual cost of the diagnostic program.
  2. Reduction in Executive Absenteeism & Presenteeism: Track the number of sick days and "low-productivity" days caused by unmanaged chronic conditions among your leadership team before and after implementing the program.
  3. Key-Person Life Insurance Premium Reductions: Many insurance carriers offer significant discounts on high-value key-person life and disability policies if the insured executives undergo annual, verified comprehensive physicals at accredited institutions.
  4. Talent Retention & Recruitment Leverage: Frame the executive health package as a highly attractive, tax-free benefit that enhances your total compensation packages when competing for top-tier executive talent.
  5. Healthcare Cost Containment: Early detection of chronic diseases (such as Type 2 diabetes or cardiovascular disease) prevents catastrophic medical claims that directly impact self-insured corporate health plans.

Future-Proofing Executive Health: Trends to Watch Beyond 2026

As we look toward the horizon, the field of executive medicine is continuing to evolve at an exponential pace. The trends that are emerging today will become the standard operating procedures of tomorrow, and forward-thinking organizations must begin preparing for these shifts now. The most significant transition we are seeing is the move away from the "annual snapshot" model of health toward a model of continuous, real-time physiological monitoring and proactive optimization.

Within the next few years, the traditional annual physical will be supplemented by continuous biomarker monitoring via advanced, medical-grade wearables and implantable sensors. We are already seeing early adopters utilizing continuous glucose monitors, smart rings that track autonomic nervous system balance, and wearable patches that measure real-time cortisol levels. In the near future, this data will be fed directly into secure, AI-driven diagnostic platforms that can detect subtle, microscopic deviations from an executive's baseline health, alerting their medical team to potential issues—such as an oncoming viral infection, escalating systemic stress, or cardiovascular strain—weeks before physical symptoms appear.

Another massive shift is the integration of personalized pharmacology and gene-editing therapeutics into preventative medicine. As our understanding of the human genome deepens, we are moving away from one-size-fits-all pharmaceutical interventions. Pharmacogenomics is already allowing physicians to prescribe medications based on an individual’s unique genetic metabolic pathways, eliminating the trial-and-error approach to treating conditions like hypertension or depression. Furthermore, the emergence of safe, targeted senolytic therapies—designed to selectively clear senescent "zombie" cells from body tissues—promises to revolutionize how we manage the biological aging process itself, potentially extending both the lifespan and the active, high-cognitive healthspan of senior leaders.

Finally, we must prepare for the ethical and operational challenges that will arise as these technologies become mainstream. As genetic forecasting becomes highly precise, corporate boards may eventually face difficult questions regarding their fiduciary duties. If a genetic screen reveals that a newly hired CEO has a highly elevated, near-certain risk of developing early-onset Alzheimer's within the next five years, does the board have an obligation to disclose this to shareholders? How do we balance the individual's absolute right to medical privacy with the enterprise's need to manage key-person risk? These are complex, unprecedented questions that will require careful collaboration between legal, ethical, and medical experts.

🤖 Pro-Tip: Navigating AI-Generated Diagnostics

As AI-driven diagnostic tools become integrated into executive health programs, ensure that your medical providers utilize "explainable AI" models. You must avoid situations where an algorithm flags an executive as high-risk based on opaque, proprietary calculations that a human physician cannot explain or verify. Always insist that any AI-generated diagnostic hypothesis is thoroughly vetted and confirmed by a board-certified specialist before any clinical or administrative actions are taken.


Frequently Asked Questions About Executive Health Programs

Can an executive health package be offered to select employees without violating ACA non-discrimination rules?

Yes, but only if the package is strictly limited to "medical diagnostic procedures" as defined under Treasury Regulation Section 1.105-11(g). The Affordable Care Act (ACA) and IRC Section 105(h) contain strict non-discrimination rules that prohibit self-insured employer plans from favoring highly compensated individuals. However, routine physical examinations, blood tests, X-rays, and other diagnostic procedures are explicitly exempt from these non-discrimination tests. This means you can legally offer a highly comprehensive, high-end diagnostic physical to your C-suite and senior VPs while offering standard health coverage to the rest of your workforce, provided the executive program does not include any therapeutic medical care, treatment, or lifestyle interventions.

Are the costs of traveling to an elite out-of-state clinic tax-deductible for the corporation?

The travel expenses associated with receiving medical care are deductible, but they are subject to strict IRS limitations and scrutiny. Under IRC Section 213(d), transportation costs (such as flights or train tickets) that are primarily for and essential to medical care are fully deductible. However, lodging expenses are capped at a mere $50 per night per individual (or $100 per night if traveling with a companion who is essential to the care). Meals consumed during travel for medical care are generally not deductible. Any travel, lodging, or meal expenses paid by the corporation that exceed these strict IRS limits must be treated as taxable compensation and reported on the executive’s W-2 to avoid corporate tax penalties.

How do we protect the organization from key-person risk if an executive physical reveals a serious illness?

This is a highly delicate legal and operational challenge. First, your organization must establish a clear, pre-defined "Executive Succession and Business Continuity Policy" before any health issues are discovered. Second, you must respect the executive’s legal rights to medical privacy under HIPAA and employment laws. The medical provider cannot disclose the results of the physical to the corporation without the executive's explicit, written consent. To manage this, many boards require senior executives to sign a conditional disclosure agreement as a condition of their employment contract. This agreement mandates that if a physical reveals a condition that would materially impair their ability to perform their duties, the executive must notify the board's compensation or governance committee, allowing the

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