2019-11-14T17:35:02-06:00 2018-12-31 PricewaterhouseCoopers LLP 101 SEAPORT BLVD SUITE 500 BOSTON MA 02210 990 2018-01-01 237442369 FALLON COMMUNITY HEALTH PLAN INC % TODD BAILEY FALL 5087992100 10 Chestnut Street Worcester MA 01608 TODD BAILEY CFO 5087992100 2019-11-13 true GWEN SPENCER P00641463 6175305000 2019-11-12 167.68.125.77 50354920193185000017 2019-11-14 P 502E9D7DF2DC237FB1436A97DBD0F14D19F2DD5A AC896450502CEB966939E8BE4E31B85B24D0B522 2018 2020-03-31 21:24:44Z FALLON HEALTH RICHARD P BURKE 10 Chestnut Street Worcester MA 01608 1652844109 false X www.fchp.org X 1975 MA SEE SCHEDULE O making our communities healthy 10 9 1412 230 0 216567 134776 125589 1242226460 1514381036 12961786 4690659 -9894144 -1759293 1245428878 1517437991 906955 750431 1119409151 1379331366 82397929 86777196 0 0 0 34812405 43651455 1237526440 1510510448 7902438 6927543 411987684 430103303 217867796 240740401 194119888 189362902 X FALLON HEALTH'S MISSION IS TO MAKE OUR COMMUNITIES HEALTHY BY IMPROVING THE HEALTH AND WELL-BEING OF THE DIVERSE COMMUNITIES WE SERVE. false false 307210987 359730895 SEE SCHEDULE O 1072120379 1154650141 SEE SCHEDULE O 8802120 750431 SEE SCHEDULE O 1388133486 true true false true false false false false false false true false false false false false true true false false false false false false true false false true false true false false false false false false true false false false false false true true true true false false true 5129 0 true 1412 true true true false false false false true true false false false false false false X 10 9 true false false false false false false true true false false true true true true true true true true false MA X X TODD BAILEY 5087992100 10 CHESTNUT STREET WORCESTER MA 01608 X David W Hillis Chairman until 6/18 3.0 1.0 X 5000 0 0 Lynda M Young MD director UNTIL 6/18 2.0 1.0 X 6500 0 0 Richard P Burke PRESIDENT & CEO 45.0 5.0 X X 903007 0 312890 FREDERICK MISILO ESQ VICE CHAIR TO CHAIR EFF. 6/18 3.0 1.0 X 27000 0 0 Joseph N Stolberg CPA Director 2.0 0.0 X 23000 0 0 Ann K Tripp TREASURER 3.0 1.0 X 26000 0 0 KARIN LANDRY DIRECTOR 2.0 0.0 X 22500 0 0 JAMES BUONOMO CLERK, EFF. 6/18 3.0 1.0 X 24500 0 0 B JOHN DILL CLERK TO VICE CHAIR 6/18 3.0 1.0 X 25500 0 0 PETER STRALEY DIRECTOR 2.0 0.0 X 21500 0 0 JANET S RICO DIRECTOR 2.0 1.0 X 22000 0 0 DAVID FRIEND MD director 2.0 0.0 X 17000 0 0 David Przesiek SVP, CHIEF SALES OFFICER 43.0 7.0 X 456942 0 144742 JAMES GENTILE SVP, CHIEF COMPLIANCE OFFICER 50.0 0.0 X 300934 0 76518 KEVIN GROZIO CHIEF FINANCIAL OFFICER 45.0 5.0 X 428556 0 124181 CHRISTINE CASSIDY SVP, CHIEF COMM. OFFICER 48.0 2.0 X 313195 0 88289 EMILY WEST SVP, CHIEF OPERATING OFFICER 50.0 0.0 X 377183 0 99025 JILL LEBOW SVP, CHIEF HR OFFICER 48.0 2.0 X 319475 0 96792 THOMAS EBERT MD EVP, CHIEF MED OFF UNTIL 3/18 48.0 2.0 X 285721 0 13199 CAROLYN LANGER MD SVP, CHIEF MED OFF EFF. 5/18 50.0 0.0 X 233439 0 63366 Eric Hall SVP, Prov. Mgmt. until 5/18 50.0 0.0 X 299811 0 3387 Kevin McGovern VP, Treasurer 50.0 0.0 X 291970 0 63887 Janis Liepins VP, PRODUCT MANAGEMENT 50.0 0.0 X 315152 0 67319 ELIZABETH HELENIUS VP, SALES 49.0 1.0 X 249028 0 126378 MICHAEL NICKEY VP, STATE PROGRAMS 47.0 3.0 X 246697 0 64897 ANDRE GABRYJELSKI DIR, MEDICARE ADVANTAGE 50.0 0.0 X 180824 0 98441 MARY RITTER SVP, STRAT & BUS DEV EFF. 6/18 48.0 2.0 X 155163 0 52871 PARAM SINGH MD ASSOCIATE MEDICAL DIRECTOR 50.0 0.0 X 270748 0 42393 DAVID BRUMLEY MD VP, MEDICAL AFFAIRS 50.0 0.0 X 362527 0 80215 PERRY FARB MD PACE ASSOCIATE MEDICAL DIR. 50.0 0.0 X 308526 0 56718 ROBERT SCHREIBER MD VP, MEDICAL DIRECTOR 50.0 0.0 X 321953 0 70387 LINDA WEINREB MD MEDICAL DIRECTOR, MCD ACO 50.0 0.0 X 278703 0 71943 7120054 0 1817838 232 false true false VHS ACQUISITION SUBSIDIARY 123 SUMMER STREET WORCESTER MA 01608 HOSPITAL SERVICES 63858608 LOWELL GENERAL HOSPITAL 295 Varnum Street LOWELL MA 01854 MEDICAL SERVICES 40736895 BEACON HEALTH STRATEGIES LLC 200 STATE STREET BOSTON MA 02109 MENTAL HEALTH SVC. 86046810 UMASS MEMORIAL MEDICAL CENTER 55 N LAKE AVENUE WORCESTER MA 01655 MEDICAL SERVICES 98280002 Reliant Medical Group 630 Plantation STREET WORCESTER MA 01605 MEDICAL SERVICES 57431337 802 125589 0 703 125589 PREMIUM-COMMERCIAL 524114 359730895 359730895 PREMIUM-GOVERNMENTAL 524114 1154650141 1154650141 1514381036 7869707 7869707 0 0 97052 97052 0 0 0 131730150 319230 134914431 313997 -3184281 5233 -3179048 -3179048 81389 125589 80638 751 751 0 0 0 0 0 0 SUBSIDIARY LOSS 524298 -788744 -788744 MINORITY INTEREST 900099 -1045320 -1045320 QUIT SMOKING/YOGA FEES 900099 74020 74020 -1760044 1517437991 1514381036 2931366 750431 750431 0 0 1379331366 1379331366 7083780 7083780 163410 163410 62637380 184408 62452972 1686887 11511 1675376 8961400 45942 8915458 6244339 6244339 0 1327198 1327198 1151930 1151930 227424 227424 0 805627 805627 4201184 4201184 1527741 1527741 6234784 6234784 7616506 7616506 0 3782569 3782569 55289 55289 0 129700 129700 24679 24679 0 7273560 7273560 639094 639094 DUES/SUBSCRIPTIONS 766956 766956 RECRUITING EXPENSE 304810 304810 ACA TAXES 7582404 7582404 1510510448 1388133486 122376962 0 0 0 66654340 65993120 0 0 23652954 49709416 0 0 0 0 0 0 0 10731 4168712 7273115 88092593 73944081 16452402 14148512 282026766 272309963 0 0 0 0 0 0 19032510 20658446 411987684 430103303 202226647 221678250 0 0 15641149 19062151 0 0 0 0 0 0 0 0 0 0 0 0 217867796 240740401 X 194119888 189362902 0 0 0 0 194119888 189362902 411987684 430103303 6927543 -11684529 X false true X true false X 138959 152837 154942 134776 125589 707103 1103492602 1095860043 1148972862 1242226460 1514381036 6104933003 0 0 0 1103631561 1096012880 1149127804 1242361236 1514506625 6105640106 2255901 2252979 1518073 6026953 89388243 114480023 105812855 99072267 66679504 475432892 91644144 116733002 107330928 99072267 66679504 481459845 5624180261 10765394 9160018 7351852 7240581 7966759 42484604 241988 241988 10765394 9160018 7351852 7240581 8208747 42726592 0 64270 58863 69310 68769 155409 416621 1114461225 1105231761 1156548966 1249670586 1522870781 6148783319 0.91468 0.90899 0.00695 0.00731 X SUPPORT TEST FORM 990, SCHEDULE A, PART III THE ORGANIZATION'S IRS DETERMINATION LETTER INDICATES THAT THIS ORGANIZATION QUALIFIES AS A PUBLICLY SUPPORTED CHARITY UNDER SECTION 170(B)(1)(a)(vi); HOWEVER, THE ORGANIZATION QUALIFIES AS A 509(A)(2) ORGANIZATION. SCHEDULE A HAS BEEN COMPLETED IN ACCORDANCE WITH THE FORM INSTRUCTIONS UNDER THE 509(A)(2) TEST. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false true false false false false true 244287 false false 244287 false Direct Lobbying Expense FORM 990, SCHEDULE C, PART IV SUPPLEMENTAL INFORMATION: FCHP PAID A TOTAL OF $244,287 LOBBYING EXPENSES AS FOLLOWS: AHIP DUES (AMERICA'S HEALTH INS. PLANS) 37,903 MAHP DUES (MASS ASSOC OF HEALTH PLANS) 88,071 NATIONAL PACE ASSOCIATION 2,724 SPILLANE & SPILLANE, LLP 48,000 ----------- SUBTOTAL NON-EMPLOYEES $176,698 STAFF SALARIES ASSOCIATED WITH LOBBYING 67,589 ------------ TOTAL OF ALL LOBBYING EXPENSES PAID $244,287 KEY LEGISLATIVE AND REGULATORY ISSUES IN 2018: AMERICA'S HEALTH INSURANCE PLANS (AHIP) - LEGISLATIVE ACTIVITY IN THE HOUSE AND THE SENATE REGARDING THE AFFORDABLE CARE ACT (ACA) - REGULATORY ACTIVITY ADDRESSING IMPLEMENTATION OF NUMEROUS ACA PROVISIONS HEALTH INSURANCE EXCHANGES, DELIVERY SYSTEM REFORMS, ADMINISTRATIVE SIMPLIFICATION, HEALTH INFORMATION TECHNOLOGY, ACCOUNTABLE CARE ORGANIZATIONS (ACOS). - PUBLIC PROGRAM ISSUES AFFECTING MEDICARE ADVANTAGE, DUAL PROGRAMS, MEDICARE PART D, AND MEDICAID SPILLANE & SPILLANE, LLP - ANY NEW POLICIES IMPLEMENTED BY DIVISION OF INSURANCE THAT AFFECT FCHP - OTHER REGULATORY HEARINGS AND LEGISLATIVE MEETINGS THAT AFFECT HEALTHCARE POLICIES AND GUIDELINES - LEGISLATIVE MEETINGS AND INTERNAL MEETINGS ON NEW LEGISLATION THAT WILL REFORM HEALTH CARE PAYMENTS AND QUALITY - SPILLANE AND SPILLANE WORKED VERY CLOSELY WITH OUR OTHER STATE LOBBYIST GROUP, MASSACHUSETTS ASSOCIATION OF HEALTH PLANS MASSACHUSETTS ASSOCIATION OF HEALTH PLANS (MAHP) - ANY NEW POLICIES IMPLEMENTED BY DIVISION OF INSURANCE THAT AFFECT FCHP - OTHER REGULATORY HEARINGS AND LEGISLATIVE MEETINGS THAT AFFECT HEALTHCARE POLICIES AND GUIDELINES - LEGISLATIVE MEETINGS AND INTERNAL MEETINGS ON NEW LEGISLATION THAT WILL REFORM HEALTH CARE PAYMENTS AND QUALITY - MEETINGS WITH MASSHEALTH AND MEDICAID OFFICIALS ON DUALS PROGRAMS - MASSHEALTH REDESIGN WITH ACCOUNTABLE CARE ORGANIZATIONS, CHANGING PAYMENT MODELS, AND BETTER MANAGING OF MEMBERS. IN 2018, FCHP WORKED WITH THESE REGULATORY AGENCIES ON: DEPARTMENT OF PUBLIC HEALTH - EARLY INTERVENTION PROGRAM - CHANGES TO HOSPITAL GUIDELINES - OFFICE OF PATIENT PROTECTION HEALTHCARE POLICY COMMISSION - COST TRENDS - TOTAL MEDICAL EXPENSES & RELATIVE PRICES TECHNICAL ADVISORY GROUP MEETINGS, CONSULTATIVE SESSIONS & REGULATIONS - CONSULTATIVE SESSIONS & REGULATIONS CENTER FOR HEALTH INFORMATION AND ANALYSIS - HOSPITAL FINANCIAL REPORTS - TECHNICAL ADVISORY GROUP MEETINGS, - CONSULTATIVE SESSIONS & REGULATIONS DIVISION OF INSURANCE - SPECIAL SESSIONS AND OTHER - GROUP PURCHASING COOPERATIVES - MEDICAL LOSS RATIO - SESSIONS AND REGULATIONS - FINANCIAL REPORTING - LIMITED & TIERED NETWORKS - OPEN ENROLLMENT - PLAN TERMINATION - PROVIDER DIRECTORIES - PROVIDER CONTRACTING - SMALL GROUP RATE REVIEWS - CREDENTIALING - ADMINISTRATIVE SIMPLIFICATION PROVISIONS - CODING COMMISSION MASSACHUSETTS CONNECTOR - RISK ADJUSTMENT - SEAL OF APPROVALS FOR CONNECTOR PLANS - OPEN ENROLLMENT EXECUTIVE OFFICE OF HEALTH AND HUMAN SERVICES - WORKED ON MANAGED CARE ORGANIZATION ISSUES - MEDICAID REDESIGN OF ACCOUNTABLE CARE ORGANIZATIONS - DUAL MEDICARE/MEDICAID PROGRAMS (SENIOR CARE OPTIONS) - PACE PROGRAMS - WORKED WITH EOHHS STAFF ON NEW LEGISLATIVE APPROACHES TO COST CONTAINMENT ATTORNEY GENERAL'S OFFICE - RECOMMENDATIONS TO ADDRESS HEALTHCARE COST INCREASES - PROVIDER CONSOLIDATIONS 3749730 2920783 828947 9283935 7806838 1477097 75058928 63216460 11842468 14148512 1607425000 89873656 89873656 1517551344 805627 -918980 -113353 1517437991 1599453000 89874519 89874519 1509578481 805627 126340 931967 1510510448 SCHEDULE D, PART XI, LINE 2D: SUBSIDIARY ACTIVITIES & ELIMINATIONS 89,874,552 FINANCIAL STATEMENT ROUNDING (896) ---------------- TOTAL 89,873,656 SCHEDULE D, PART XI, LINE 4B: CONTRIBUTION INCOME RECLASS 125,589 NET INCOME, FROM FUNDRAISING ACTIVITIES 751 NON CONTROLLING INTEREST (1,045,320) ---------------- TOTAL (918,980) SCHEDULE D, PART XII, LINE 2D: SUBSIDIARY ACTIVITIES & ELIMINATIONS 89,874,552 FINANCIAL STATEMENT ROUNDING (33) ----------------- TOTAL 89,874,519 SCHEDULE D, PART XII, LINE 4B: CONTRIBUTION INCOME RECLASS TO REVENUE 125,589 NET INCOME, FROM FUNDRAISING, RECLASS TO REVENUE 751 ----------------- TOTAL 126,340 GOLF EVENT 206978 125589 81389 653 29920 25829 24236 0 206978 125589 81389 653 29920 25829 24236 80638 751 true Worcester Regional Chamber of Commerce 446 MAIN ST STE 200 Worcester MA 01608 041988780 501(c)(6) 25000 GENERAL SUPPORT GENERAL SUPPORT Reliant Medical GrouP 100 Front St 6th fl Worcester MA 01608 222912515 501(c)(3) 15000 GENERAL SUPPORT THE Hanover Theatre 2 Southbridge Street Worcester MA 01608 050521735 501(c)(3) 10160 GENERAL SUPPORT Worcester Hibernian Cultural CLUB 19 TEMPLE STREET Worcester MA 01604 202148447 501(c)(3) 12000 GENERAL SUPPORT Boys and Girls Club of Worcester 65 Tainter Street Worcester MA 01610 042105851 501(c)(3) 11000 GENERAL SUPPORT United Way of Central MA 484 Main Street Worcester MA 01608 042104017 501(C)(3) 21500 GENERAL SUPPORT Harrington Memorial Hospital 100 SOUTH ST BOUTHBRIDGE MA 01550 042103577 501(C)(3) 25000 GENERAL SUPPORT NEW ENGLAND PUBLIC RADIO FOUNDATION 131 COUNTY CIRCLE AMHERST MA 01003 046130523 501(C)(3) 10000 GENERAL SUPPORT STUDENTS HELPING CHILDREN ACROSS THE BORDERS 1 COLLEGE ST Worcester MA 01610 300707429 501(C)(3) 10000 GENERAL SUPPORT NEW ENGLAND COUNCIL 98 N Washington STREET BOSTON MA 02114 041661090 501(C)(6) 9000 GENERAL SUPPORT YMCA OF CENTRAL MASSACHUSETTS 766 Main Street Worcester MA 01610 042105885 501(c)(3) 5500 GENERAL SUPPORT THE BRIDGE OF CENTRAL MASS INC 4 Mann Street WORCESTER MA 01602 042701581 501(C)(3) 10000 GENERAL SUPPORT ST PAULS CATHEDRAL 19 Chatham Street Worcester MA 01609 042106744 501(C)(3) 11500 GENERAL SUPPORT YOUTH OPPORTUNITIES UPHELD INC 81 Plantation St WORCESTER MA 01604 237112665 501(C)(3) 17500 GENERAL SUPPORT Girls Inc Of Worcester 125 Providence Street WORCESTER MA 01604 042123666 501(C)(3) 12600 GENERAL SUPPORT Worcester Regional Research Bureau 500 Salisbury Street WORCESTER MA 01609 042901298 501(C)(3) 11500 GENERAL SUPPORT Discover Central MA 446 Main Street WORCESTER MA 01608 474881059 501(C)(6) 35000 GENERAL SUPPORT LOWELL GENERAL PHO 295 Varnum Avenue LOWELL MA 01854 042103590 501(C)(3) 10000 GENERAL SUPPORT BeRKSHIRE HEALTH SYSTEMS 725 NORTH STREET PITTSFIELD MA 01201 042791396 501(c)(3) 15000 GENERAL SUPPORT GENERAL SUPPORT MERRIMACK VALLEY FOOD BANK INC PO BOX 8638 LOWELL MA 01853 223241609 501(C)(3) 15000 GENERAL SUPPORT GENERAL SUPPORT MEYERS PRIMARY CARE INSTITUTE 385 GROVE STREET WORCESTER MA 01605 043211678 501(C)(3) 15000 GENERAL SUPPORT WORCESTER ART MUSEUM 55 SALISBURY STREET WORCESTER MA 01609 041988530 501(C)(3) 10000 GENERAL SUPPORT ALTERNATIVES UNLIMITED INC 50 DOUGLAS ROAD WHITINSVILLE MA 01588 042587863 501(C)(3) 6500 GENERAL SUPPORT HEYWOOD MEMORIAL HOSPITAL 242 GREEN STREET Gardner MA 01440 042103581 501(C)(3) 27400 GENERAL SUPPORT UMASS MEMORIAL FOUNDATION INC 333 SOUTH ST SHREWSBURY MA 01545 043167352 501 (C)(1) 19250 GENERAL SUPPORT JOHN SNOW INC 44 FARNSWORTH STREET BOSTON MA 02210 042578580 501(C)(3) 16667 GENERAL SUPPORT THE SHINE INITIATIVE 9 LEOMINSTER CONNECTOR LEOMINSTER MA 01453 043537449 501(C)(3) 11250 GENERAL SUPPORT GENESIS CLUB INC 274 LINCOLN STREET WORCESTER MA 01605 042983234 501(c)(3) 11000 GENERAL SUPPORT NATIVITY SCHOOL OF WORCESTER 67 LINCOLN STREET WORCESTER MA 01605 030385377 501(C)(3) 11000 GENERAL SUPPORT ST JOHNS HIGH SCHOOL OF WORCESTER 378 MAIN STREET SHREWSBURY MA 01545 042178893 501(C)(3) 10000 GENERAL SUPPORT SOUTH WORCESTER NEIGHBORHOOD IMPROVEMENT CORP 47 CAMP STREET WORCESTER MA 01603 042529221 501(C)(3) 10000 GENERAL SUPPORT BAKER POLITO INAUGURAL COMMITTEE 500 LINCOLN ALLSTON MA 02134 832477767 501(C)(3) 10000 GENERAL SUPPORT GIRLS INC OF GREATER LOWELL 220 WORTHEN STREET LOWELL MA 01852 042104401 501(C)(3) 10000 GENERAL SUPPORT QUABOAG VALLEY COMMUNITY 23 WEST MAIN STREET WARE MA 01082 043370097 501(C)(3) 10000 GENERAL SUPPORT VOLUNTEERS IN MEDICINE 777 MAIN STREET GREAT BARRINGTON MA 01230 900140004 501(C)(3) 10000 GENERAL SUPPORT SEVEN HILLS FOUNDATION 81 HOPE AVENUE WORCESTER MA 01603 043293659 501(C)(3) 6000 GENERAL SUPPORT CITY OF WORCESTER MAIN STREET WORCESTER MA 01608 452814264 501(C)(4) 6000 GENERAL SUPPORT ALZHEIMERS ASSOC MA NH CHAPTER 100 NORTH PARKWAY 105 WORCESTER MA 01605 133039601 501(C)(3) 5350 GENERAL SUPPORT 33 5 Form 990, Schedule I, PART I, LINE 2 Description of Organization's Procedures for Monitoring the Use of Grants FCHP GRANTS ARE CLASSIFIED EITHER AS A COMMUNITY BENEFIT GRANT OR A COMMUNITY RELATIONS GRANT. THE COMMUNITY BENEFIT GRANTS ARE VERIFIED TO ENSURE THAT EACH RECIPIENT IS A 501(C)(3) ORGANIZATION. THE COMMUNITY RELATIONS GRANTS ARE VERIFIED TO ENSURE THAT THE RECIPIENT ORGANIZATION'S IRS STATUS IS LISTED AS A TAX-EXEMPT ORGANIZATION IN THE INTERNAL REVENUE CODE SECTION 501(C). EACH RECIPIENT OF FCHP GRANT HAS SPECIFIC INSTRUCTIONS TO BE FOLLOWED AS TO THE USE OF THE GRANT, AND THAT THE GRANT IS TO BE EXPENDED WITHIN 1 YEAR FROM THE AWARD. FOR ANY GRANTS IN EXCESS OF $10,000, fchp REQUESTS A GRANT REPORT DETAILING THE GRANT USES. THESE REPORTS ARE REVIEWED AND KEPT ON FILE AT FCHP. X X true true X X X X true true false false false false false true true true Richard P Burke PRESIDENT & CEO 570150 0 236780 0 96077 0 284079 0 28811 0 1215897 0 295800 0 David Przesiek SVP, CHIEF SALES OFFICER 308677 0 125372 0 22893 0 115931 0 28811 0 601684 0 135236 0 JAMES GENTILE SVP, CHIEF COMPLIANCE OFFICER 222833 0 66815 0 11286 0 64947 0 11571 0 377452 0 67276 0 Eric Hall SVP, Prov. Mgmt. until 5/18 94568 0 61083 0 144160 0 3387 0 0 0 303198 0 61083 0 Kevin McGovern VP, Treasurer 231260 0 52583 0 8127 0 41030 0 22857 0 355857 0 52583 0 Janis Liepins VP, PRODUCT MANAGEMENT 251013 0 60525 0 3614 0 45967 0 21352 0 382471 0 60525 0 KEVIN GROZIO CHIEF FINANCIAL OFFICER 331537 0 87701 0 9318 0 95370 0 28811 0 552737 0 89412 0 CHRISTINE CASSIDY SVP, CHIEF COMM. OFFICER 235184 0 59529 0 18482 0 68454 0 19835 0 401484 0 70950 0 ELIZABETH HELENIUS VP, SALES 188963 0 59205 0 860 0 97798 0 28580 0 375406 0 22636 0 EMILY WEST SVP, CHIEF OPERATING OFFICER 272876 0 78435 0 25872 0 78444 0 20581 0 476208 0 91015 0 JILL LEBOW SVP, CHIEF HR OFFICER 239855 0 62191 0 17429 0 72112 0 24680 0 416267 0 74154 0 THOMAS EBERT MD EVP, CHIEF MED OFF UNTIL 3/18 76794 0 0 0 208927 0 7159 0 6040 0 298920 0 0 0 MICHAEL NICKEY VP, STATE PROGRAMS 208140 0 37747 0 810 0 40054 0 24843 0 311594 0 37747 0 PARAM SINGH MD ASSOCIATE MEDICAL DIRECTOR 241853 0 19183 0 9712 0 22464 0 19929 0 313141 0 19183 0 ANDRE GABRYJELSKI DIR, MEDICARE ADVANTAGE 132998 0 45021 0 2805 0 77821 0 20620 0 279265 0 6471 0 DAVID BRUMLEY MD VP, MEDICAL AFFAIRS 287711 71202 3614 51304 28911 442742 66202 PERRY FARB MD PACE ASSOCIATE MEDICAL DIR. 270510 0 31158 0 6858 0 30697 0 26021 0 365244 0 31158 0 MARY RITTER SVP, STRAT & BUS DEV EFF. 6/18 146036 0 5000 0 4127 0 43556 0 9315 0 208034 0 0 0 CAROLYN LANGER MD SVP, CHIEF MED OFF EFF. 5/18 226664 0 0 0 6775 0 61906 0 1460 0 296805 0 0 0 ROBERT SCHREIBER MD VP, MEDICAL DIRECTOR 295956 0 22433 0 3564 0 44307 0 26080 0 392340 0 22433 0 LINDA WEINREB MD MEDICAL DIRECTOR, MCD ACO 255426 0 20000 0 3277 0 39000 0 32943 0 350646 0 0 0 FORM 990, Schedule J PART I, LINE 1 & 2 HEALTH OR SOCIAL CLUB DUES OR INITIATION FEES PURSUANT TO A POLICY ADOPTED AND APPROVED BY THE EXECUTIVE EVALUATION AND COMPENSATION COMMITTEE (EECC) OF THE BOARD OF DIRECTORS, A PORTION OF THE DUES AND FEES FOR THE BUSINESS USE OF THE WORCESTER CLUB ARE PAID BY THE ORGANIZATION FOR THE FOLLOWING INDIVIDUALS: President and Chief Executive Officer, Executive Vice President and Chief Medical Officer, Senior Vice President, Chief Sales Officer, Senior Vice President, Strategy and Business Development. EACH EXECUTIVE IS REQUIRED TO PAY FOR HIS OR HER OWN PERSONAL USE EXPENSES, AS WELL AS A PERSONAL USE PORTION OF THE MEMBERSHIP DUES AND FEES AS DETERMINED BY THE EXECUTIVE EVALUATION AND COMPENSATION COMMITTEE. SOCIAL CLUB DUES ARE NOT REPORTED AS TAXABLE COMPENSATION TO THE LISTED PERSONS SINCE FALLON COMMUNITY HEALTH PLAN ONLY PAYS FOR THE PORTION USED FOR BUSINESS PURPOSES. A KEY EMPLOYEE WAS PROVIDED WITH OUTPLACEMENT SERVICES. THE VALUE OF THE SERVICES WAS NOT INCLUDED IN TAXABLE INCOME. PART I, LINE 4A SEVERANCE OR CHANGE-OF CONTROL PAYMENTS ERIC HALL: RECEIVED SIX MONTHS SEVERANCE OF $115,809. THE PAYMENT WAS EFFECTIVE 6/1/18 AND ENDED ON 11/1/18. MR. HALL WAS ALSO PROVIDED WITH OUTPLACEMENT SERVICES. THOMAS EBERT: RECEIVED SIX MONTHS SEVERANCE OF $124,779. THE PAYMENT WAS EFFECTIVE 3/22/18 AND ENDED ON 8/9/18. PART I, LINE 4B SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN THE ORGANIZATION HAS A SUPPLEMENTAL EXECUTIVE RETIREMENT 457(F) PLAN THAT COVERS CERTAIN EXECUTIVES OF THE ORGANIZATION. UNDER THE TERMS OF THE PLAN, INDIVIDUALS VEST AS PROVIDED, DEPENDING ON THE DATE OF ELIGIBILITY TO PARTICIPATE IN THE PLAN. FOR INDIVIDUALS LISTED WHO WERE ELIGIBLE ON OR BEFORE MARCH 1, 2007, 50% OF THE YEARLY CONTRIBUTION VESTS IMMEDIATELY WITH THE REMAINING CONTRIBUTION SUBJECT TO VESTING UPON NORMAL RETIREMENT AGE, OR IF EARLIER, UPON DEATH, DISABILITY, OR INVOLUNTARY SEPARATION FROM SERVICE FOR A REASON OTHER THAN CAUSE, INCLUDING INVOLUNTARY SEPARATION FROM SERVICE FOR A REASON OTHER THAN CAUSE FOLLOWING A CHANGE IN CONTROL. FOR INDIVIDUALS LISTED WHO WERE ELIGIBLE ON OR BEFORE DECEMBER 31, 2012, 50% OF THE YEARLY CONTRIBUTION VESTS IMMEDIATELY IF THE PARTICIPANT HAS BEEN COVERED FOR AT LEAST 36 MONTHS, WITH THE REMAINING CONTRIBUTION SUBJECT TO VESTING UPON NORMAL RETIREMENT AGE, OR IF EARLIER, UPON DEATH, DISABILITY, OR INVOLUNTARY SEPARATION FROM SERVICE FOR A REASON OTHER THAN CAUSE, INCLUDING INVOLUNTARY SEPARATION FROM SERVICE FOR A REASON OTHER THAN CAUSE FOLLOWING A CHANGE IN CONTROL. FOR INDIVIDUALS WHO FIRST BECOME ELIGIBLE FOR A PLAN YEAR THAT BEGINS IN 2013 OR 2014, 50% OF THE YEARLY CONTRIBUTIONS VEST IMMEDIATELY IF THE PARTICIPANT HAS BEEN COVERED FOR AT LEAST 60 MONTHS, WITH THE REMAINING CONTRIBUTIONS SUBJECT TO VESTING UPON THE EARLIEST OF NORMAL RETIREMENT AGE, DEATH, DISABILITY OR INVOLUNTARY SEPARATION FROM SERVICE FOR A REASON OTHER THAN CAUSE, INCLUDING INVOLUNTARY SEPARATION FROM SERVICE FOR A REASON OTHER THAN CAUSE FOLLOWING A CHANGE IN CONTROL. Effective January 1, 2015, SERP Contributions may be made on behalf of an employee who is the President and Chief Executive Officer, the Division President, Senior Care Services, an Executive Vice President or Senior Vice President. In addition, contributions may be made on behalf of an employee who is designated as eligible for a plan by the board at its discretion. The SERP contribution made for an employee for the 2015 Plan year or A later plan year will vest 20% each year beginning in the year of the contribution and ending on the last day of the fifth plan year. Effective January 1, 2016, an employee will not have contributions made to a post 457(F) account if becoming first eligible for the plan in November or December of that same year. An employee who is eligible for a post 457(f) account for the plan year in which he or she is first employed by the health plan and has a date of hire that is after January 31st of such plan year, the contribution for the employee for such plan year shall be a portion of the amount that would otherwise have been contributed on his or her behalf for that plan year. This portion shall be determined on his or her behalf for the Plan year of his or her initial employment by a fraction with a numerator equal to the number of months in the plan year during which he or she is employed by the Health Plan IN THE ELIGIBLE POSITION and denominator equal to 12. If a participant incurs a separation from service prior to normal retirement age and prior to the last day of the fifth plan year for which his or her contribution for a plan year has been credited, the entire amount of the unvested contribution for such plan year shall be forfeited, provided that he or she shall become vested in such contribution upon the earliest of death, disability, or involuntary separation from service for a reason other than for cause, including involuntary separation from service for reason other than cause, following a change in control. In 2018, THE FOLLOWING INDIVIDUALS LISTED IN SCHEDULE J, PART II PARTICIPATED IN THE PLAN. AMOUNTS VESTED AND PAID UNDER THE PLAN ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (B) (III). AMOUNTS DEFERRED ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). CONTRIBUTIONS THAT WERE PREVIOUSLY REPORTED ON A PRIOR FORM 990, AND ARE PAID OUT IN THE CURRENT YEAR ARE REPORTED IN SCHEDULE J, PART II, COLUMN (F). OFFICER/KEY EE AMOUNT PAID AMOUNT DEFERRED RICHARD P. BURKE $88,553 $118,132 DAVID PRZESIEK $21,308 $25,777 JILL LEBOW $16,889 $19,707 EMILY WEST $18,145 $22,261 CHRISTINE CASSIDY $16,160 $18,956 James Gentile $10,044 $18,334 Kevin Grozio $8,556 $27,380 CAROLYN LANGER $4,958 $19,832 MARY RITTER $3,248 $12,992 Thomas Ebert $80,287 $0 ERIC HALL $27,454 $0 PART I, LINE 7 THE FCHP BOARD HAS THE AUTHORITY AND DISCRETION TO DETERMINE COMPENSATION OF THE SENIOR EXECUTIVES AND EXECUTIVE INCENTIVES. THE DISCRETION IS TYPICALLY EXERCISED THROUGH THE BOARD'S EXECUTIVE EVALUATION AND COMPENSATION COMMITTEE, WHICH HAS THE AUTHORITY TO DISCHARGE THE BOARD'S RESPONSIBILITIES FOR COMPENSATION AND EXECUTIVE INCENTIVES. HOWEVER, THE DISCRETIONARY COMPENSATION/INCENTIVES RECOMMENDED MUST BE WITHIN THE PARAMETERS OF THE STANDARDS THAT THE COMMITTEE HAS ESTABLISHED AND NEEDS TO BE CONSISTENT WITH THE IRS STANDARDS OF REASONABLENESS FOR SUCH INCENTIVES PROVIDED TO NONPROFIT EXECUTIVES. part I, line 8 FCHP ENTERED INTO an EMPLOYMENT CONTRACT WITH Carolyn Langer on April 3, 2018 and Mary Ritter on May 1, 2018. THE TERMS OF their CONTRACTs INCLUDE BASE SALARY, INCENTIVE PROGRAM, RESTRICTED ACTIVITIES, CONFIDENTIALITY, AND a SEVERANCE PROVISION. LAURIE MCGOVERN EMPLOYEE-FAMILY MEMBER OF KEY EMPLOYEE, KEVIN MCGOVERN 108003 FCHP EMPLOYEE false JUNE COMTOIS EMPLOYEE-FAMILY MEMBER OF OFFICER, JILL LEBOW 55408 FCHP EMPLOYEE false SUBSTANTIAL CONTRIBUTOR SUBSTANTIAL CONTRIBUTOR 1103801 PROF/CONSULTING SERVICES false ORGANIZATION MISSION AND PROGRAM ACTIVITIES FORM 990, Part I line 1 Founded in 1977, Fallon Community Health Plan, INC. (FCHP) is a leading health care services organization with a simple but powerful mission: Making our communities healthy. With a focus on improving the health and well-being of the diverse communities we serve, FCHP works to deliver high-quality, affordable care. FCHP offers a full range of commercial products and a wide variety of government programs, including the most options for seniors than any other health plan in Massachusetts. This enables FCHP to serve members of all ages, at all income levels and with all types of health needs. Offerings and activities include innovative health insurance solutions; a variety of Medicaid and Medicare products; unique health care programs and services that provide coordinated, integrated care for seniors and individuals with complex health needs; health and wellness programs and events; grants; corporate sponsorships; hunger relief support; in-kind donations; advocacy and volunteer hours. FORM 990, Part III, Line 4A COMMERCIAL PRODUCTS AND SERVICES FCHP commercial plans are offered through employer groups and, in some cases, can be purchased directly by the consumer. Commercial plans account for 50% of total membership and cover all counties in Massachusetts with the exception of Barnstable, Dukes and Nantucket. Regardless of how they get their coverage, members of FCHP's commercial plans have access to a variety of providers, including individual physicians, group practices, community hospitals and large medical facilities throughout Massachusetts and southern New Hampshire. To help members manage their health care costs, FCHP offers a unique choice of provider networks, including a lower cost limited network, which was the first of its kind in Massachusetts. FCHP also offers a wide range of care management programs for those with acute, chronic or complex health conditions. These voluntary programs are designed to help members improve both their health and quality of life. To best support the changing needs of those we serve, FCHP continues to offer innovations to commercial members including the following: . 2002: Introduced Direct Care, the first limited network product in Massachusetts . 2004: Began reimbursing members for fitness-related activity fees through the It Fits! program - the first health plan in Massachusetts to do so . 2005: Eliminated copays for adult and pediatric preventive care, years before it became required by the ACA . 2005: Offered the first qualified high-deductible HMO plans in Massachusetts . 2013: Launched "The Healthy Health Plan," making FCHP the first plan in Massachusetts to include a wellness incentive as part of its standard benefit package . 2016: Developed new specialized plans for people with chronic conditions such as asthma, diabetes and coronary artery disease . 2017: Expanded access to care with telemedicine, allowing members to receive adult and pediatric care over the phone or by video FORM 990, PART III, LINE 4B GOVERNMENT PROGRAMS FCHP is the only organization in Massachusetts to offer a full range of commercial health insurance products along with most government-sponsored programs. These government programs, listed below, account for 50% of FCHP's total membership. . Medicare Advantage and Medicare Supplement . Medicaid (MassHealth Accountable Care Organization Partnership Plans) . Medicare Advantage Special Needs Plan and Senior Care Options . Program of All-Inclusive Care for the Elderly (PACE) . Subsidized, limited-network plan in Central Mass. and Metro West . Managed Long Term Care (MLTC) plan in western New York These programs enable FCHP to serve members of all ages, at all income levels and with all types of health needs. There are several notable facts when it comes to FCHP's government programs: . In 1980, FCHP was the first HMO in the country to receive a Medicare risk contract. Today, FCHP's Medicare Advantage plans continue to serve the needs of seniors across the Commonwealth of Massachusetts. . FCHP's Summit ElderCare is the largest PACE program in New England and the sixth largest in the country. FCHP has seven PACE sites - six in Massachusetts and one in western New York. Through its PACE program, FCHP is also a provider of care. . In 2017, FCHP formed MassHealth Accountable Care Organization Partnership Plans with the following provider groups: . Berkshire Health Systems and Community Health Programs . Reliant Medical Group . Wellforce and its provider organizations FORM 990, PART III, LINE 4c Community giving FCHP is a not-for-profit health care services organization headquartered in Worcester, Massachusetts. Our mission- Making our communities healthy - guides us in the work we do directly in the communities we serve in addressing health care barriers that impact positive health outcomes. Today we spread our mission across Massachusetts and western New York State. We are a forward-thinking, cohesive group that works with local providers and leaders in the communities we serve to improve residents' health and well-being, regardless of whether they are Fallon members. In addition to our products and services, FCHP provides corporate donations and our employees contribute both in-kind and monetary donations to help build healthy communities. Community focus is core to who we are as an organization and with a highly engaged and committed workforce, we are able to make a meaningful difference at the grassroots level and beyond. Our community giving programs include grants, sponsorships, in-kind donations, advocacy and volunteering. As partners, advocates and volunteers, FCHP has a long history of leadership in addressing health care barriers that have a real impact on the health and well-being of underserved communities. The two main ways we address these barriers is through grant-making and community engagement. Some examples include: Building and stocking food pantries, donating vans to support our elders' transportation needs and helping first-generation students complete their college applications. We are guided by our funding priorities that have been determined in collaboration with our provider partners and other key community stakeholders. Through a comprehensive community health needs assessment, the following three funding priorities drove giving in 2018: . Senior health initiatives: Programs that support seniors living safely in their homes and communities, providing access to care, behavioral health resources, and access to food and utilities. . Children and youth health initiatives: FCHP supports community based programs or organizations that provide access to programs that wrap services and resources around children and youth. These programs work collaboratively to engage other community partners that are committed to finding solutions that will positively impact children and youth directly in their neighborhood, schools and communities in a positive and progressive manner utilizing both evidence based/informed and innovative models to impact change. . Food insecurity: FCHP supports programs that help to address food insecurity for all individuals impacted by this issue. Our focus is on programs that provide access and educational resources on healthy eating, community gardens, financial literacy, food preparation, vocational training and access to food in the most underserved and underrepresented communities. In 2018, FCHP distributed $1,224,030 to programs that met the goals of Fallon's Community Benefits program. This was accomplished through the distribution of more than $850,600 in support of our funding priorities, including grants, direct expenses, leveraged expenses, staff and volunteer time. We also supported other philanthropic initiatives totaling approximately $373,430 in community sponsorships. We personally visit the organizations who serve our most vulnerable communities to distribute funds and learn more about the region's needs and how we can work together to be a continued resource. FCHP's employees throughout the organization are encouraged to volunteer in the community and are provided eight hours of paid work time to do so. Employees volunteer thousands of hours for initiatives such as the United Way's "Day of CaringWorking for Worcester's "Community Build Day". Our employees volunteered 5,370.5 hours of their time in 2018 with 1,723.5 hours for Fallon driven initiatives. Some highlights of FCHP's giving, whether through grants or employee engagement, include: Our commitment to hunger We understand that one of the most basic barriers preventing people from positive health outcomes is not being able to access food. For the last 13 years, we've hosted an annual golf tournament to raise funds for hunger relief programs throughout the state. In 2018, we distributed one hundred percent of the net proceeds of $125,589 to organizations that applied to receive these grants through our online application process. More than 60 hunger relief organizations received funding (staff and volunteer support for this event exceeded 900 hours). In 2018, FCHP's Senior Leadership started the year serving and preparing dinner for approximately 350 children at the Boys & Girls Club of Worcester. With an ongoing commitment to address hunger, they saw first-hand how food insecurity takes a toll on our young children and their families. Fallon employees returned in the spring to completely restock the food pantry that we built the previous year at the Club. In the spring of 2018 our employees went to the Elm Park Community School to build out several new spaces, including a food pantry, a multi-space classroom and a clothing boutique. Then later in the fall our employees built out and fully re-stocked a new food pantry at the Abby Kelley Foster Charter School in Worcester to welcome the students and their families back for the new school year. In May of 2018, Fallon delivered a 2017 Nissan NV200 van to St. John's Food for the Poor in Worcester. This program serves up to 700 hot nutritious meals a day to low-income families, children, seniors, homeless individuals and the working poor. They depend on their vans for their extensive food rescue efforts. St. John's has well over 20 established food insecure resource programs to fight hunger in Worcester. United Way campaign at FCHP Fallon has been a community leader in the United Way campaign for many years. In 2018, employees planned a full calendar of activities so that everyone could participate at different levels. Employees organized a bake sale, holiday shopping bazaar and the opportunity for employees to win a variety of raffled items and dress down days. The campaign culminated with a company-wide holiday basket raffle. Fallon employees used approximately 617 hours to support the United Way's campaign activities that encompassed their participation in the Day of Caring community volunteer program. These efforts, along with a corporate donation, helped to raise approximately $60,744 for the local Central Mass United Way. FCHP addressing barriers in the Berkshires Region In 2018, we increased our Community Benefits grants, sponsorships and hunger relief efforts in Berkshire County. We kicked off this initiative with public presentations of both grants and vehicles. We invited all of our partnering provider groups, community based organizations and key community stakeholders together for a community presentation. The event included the presentation of two SUVs donated by FCHP to elder services agencies in the Berkshires to enhance vital transportation services for seniors. This opportunity also helped to strengthen our commitment and understanding of the key social determinants and health care barriers in this county. We increased our commitments and identified new community partner organizations that align with our Accountable Care Organization Partnership Plan, Senior Care Options program and Medicare Advantage product. We also ended the year with direct support for the holidays with our "Feed a Family" food distribution program by delivering to elder services agencies 25 bags of food and grocery story gift certificates. Fallon partnering in addressing barriers in Middlesex County/Merrimack Valley Region We've continued to work closely with key strategic community and provider partners in the Merrimack Valley region. In May 2018, Fallon hosted its second annual caregiving symposium in Lowell, which focused on creating awareness about the financial, emotional and physical costs of being a caregiver. The community event was well attended with positive feedback provided on post event surveys showing that the event was well regarded and offered important and timely content. In addition, we formally presented major grants to the Lowell Community Health Center, Merrimack Valley Food Bank and Mill City Grows for the development of a food pantry resource center at the health center. We are working closely with the health center on the development and planned build out of the resource center. We ended the year with direct support for the holidays with our "Feed a Family" food distribution program delivering to the Lowell Senior Center 25 bags of food and grocery store gift certificates. In addition, we increased our Community Benefits grants, sponsorships and hunger relief efforts in this market. The Greater Lowell Health Alliance (GLHA) will be working on their Community Health Needs Assessment in 2019. Several members of FCHP's outreach and community relations staff are participating in this effort which will help us better understand and respond to key social determinants of health and leading health barriers that exist in the region. FORM 990, PART VI, LINE 2 FAMILY OR BUSINESS RELATIONSHIP BETWEEN OFFICERS, DIRECTORS, AND KEY EMPLOYEES. FALLON HEALTH & LIFE ASSURANCE CO., INC. (FHLAC) IS A WHOLLY-OWNED SUBSIDIARY OF FCHP. THE FOLLOWING FCHP BOARD MEMBERS AND OFFICER SERVED ON THE FHLAC BOARD OF DIRECTORS IN 2018: JAMES BUONOMO, B. JOHN DILL, DAVID HILLIS, LYNDA YOUNG, ANN TRIPP, FREDERICK MISILO, JANET S. RICO, and Richard p. burke (ex-officio). ULTRABENEFITS, INC. (UBI) IS A WHOLLY-OWNED SUBSIDIARY OF FHLAC. THE FOLLOWING FCHP OFFICERS AND KEY EMPLOYEE SERVED ON THE UBI BOARD OF DIRECTORS IN 2018: RICHARD P. BURKE, KEVIN GROZIO, DAVID PRZESIEK, AND ELIZABETH HELENIUS. GROUP INSURANCE SERVICE CENTER, (GISC) AND GROUP INSURANCE SERVICE CENTER AGENCY, INC., (GISC AGENCY) ARE WHOLLY-OWNED SUBSIDIARIES OF UBI. UBI ACQUIRED GISC AND GISC AGENCY IN September 2015. THE FOLLOWING FCHP OFFICERS SERVED ON THE BOARD THESE TWO CORPORATIONS IN 2018: RICHARD P. BURKE, DAVID PRZESIEK, AND kevin grozio. FORM 990, PART VI, LINE 11B THE PROCESS USED BY MANAGEMENT AND GOVERNING BODY TO REVIEW FORM 990 A DRAFT OF THE FORM 990 IS PREPARED BY FCHP AND REVIEWED BY ITS TAX CONSULTING FIRM. THE FINAL VERSION OF THE FORM 990 IS PROVIDED TO BOARD MEMBERS FOR REVIEW PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, LINE 12C THE PROCESS USED TO MONITOR CONFLICTS OF INTEREST FCHP'S BYLAWS REQUIRE ALL DIRECTORS AND OFFICERS TO DISCLOSE ANY ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, AS DEFINED IN THE ORGANIZATION'S CONFLICT OF INTEREST POLICY RELATING TO DIRECTORS, OFFICERS AND MEMBERS OF A COMMITTEE WITH BOARD-DELEGATED POWERS. THIS IS ENFORCED BY THE REQUIREMENT THAT SUCH INDIVIDUALS ANNUALLY COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT. EACH YEAR THE COMPLETED CONFLICT OF INTEREST DISCLOSURE STATEMENTS ARE REVIEWED BY THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD WHICH REPORTS ANY ACTUAL OR POTENTIAL CONFLICTS TO THE FULL BOARD. ANY BOARD MEMBER OR OFFICER WITH A CONFLICT OF INTEREST IS PROHIBITED FROM PARTICIPATING IN ANY DISCUSSION OF, OR VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. TWO INDEPENDENT BOARD MEMBERS ALSO CONDUCT AN ANNUAL REVIEW OF ANY BUSINESS TRANSACTIONS INVOLVING THE ORGANIZATION THAT COULD POTENTIALLY BENEFIT A BOARD MEMBER OR OFFICER, TO ENSURE THAT THE TRANSACTIONS DO NOT INVOLVE ANY UNDUE INFLUENCE, ARE AT FAIR MARKET VALUE, AND ARE IN THE ORGANIZATION'S BEST INTEREST. THE REVIEWING BOARD MEMBERS REPORT THEIR FINDINGS TO THE FULL BOARD. FURTHERMORE, AT BOARD MEETINGS, INDIVIDUAL BOARD MEMBERS ARE ASKED TO IDENTIFY, AND RECUSE THEMSELVES FROM ANY DISCUSSION AND VOTE ON ANY MATTER BEFORE THE BOARD IN WHICH THEY MAY HAVE A CONFLICT. FCHP ALSO REQUIRES ALL DIRECTORS, OFFICERS, AND KEY EMPLOYEES TO COMPLETE A WRITTEN DISCLOSURE STATEMENT DESIGNED TO IDENTIFY POTENTIAL CONFLICTS. FCHP ALSO HAS GENERAL CORPORATE-WIDE CONFLICT OF INTEREST POLICIES THAT REQUIRE REPORTING OF POTENTIAL CONFLICTS AND MANAGEMENT APPROVAL OF CERTAIN TRANSACTIONS, AND PROHIBITS CERTAIN SPECIFIC TRANSACTIONS. THESE POLICIES ARE ENFORCED BY SENIOR MANAGEMENT, INCLUDING THE CHIEF COMPLIANCE OFFICER. FORM 990, PART VI, LINES 15A & 15b PROCESS OF DETERMINING COMPENSATION FOR CEO, TOP MANAGEMENT OFFICIALS, OFFICERS, AND KEY EMPLOYEES. FCHP HAS ESTABLISHED AN EXECUTIVE EVALUATION AND COMPENSATION COMMITTEE (THE "COMMITTEE") OF THE BOARD OF DIRECTORS THAT ESTABLISHES POLICIES AND THE COMPENSATION STRUCTURE OF CERTAIN FCHP EXECUTIVE OFFICERS. THIS COMMITTEE IS RESPONSIBLE FOR ASSURING THAT THE TOTAL COMPENSATION PROVIDED TO THESE EXECUTIVE OFFICERS IS DETERMINED BY A FAIR AND EQUITABLE PROCESS, INFORMED BY CURRENT AND CREDIBLE MARKET PRACTICE INFORMATION, AND COMPLIANT WITH APPLICABLE LEGAL AND REGULATORY GUIDELINES. IN 2018, THE COMMITTEE CONSISTED OF FOUR MEMBERS OF FCHP'S BOARD OF DIRECTORS WHO ARE NOT EMPLOYED BY THE ORGANIZATION. FCHP'S CEO SERVED AS AN EX OFFICIO MEMBER OF THE COMMITTEE WITHOUT A VOTING RIGHT. THE EXECUTIVE OFFICERS OVER WHOSE COMPENSATION THE COMMITTEE IS RESPONSIBLE ARE COMPRISED OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER ("CEO"), AND THE EXECUTIVE VICE PRESIDENT, AND SENIOR VICE PRESIDENT POSITIONS THAT REPORT DIRECTLY TO THE CEO ("EXECUTIVE GROUP"). IN 2018, TO DETERMINE THE COMPENSATION STRUCTURE OF THE EXECUTIVE GROUP, THE COMMITTEE RELIED ON A WRITTEN COMPENSATION SURVEY PRODUCED BY AN INDEPENDENT CONSULTING FIRM THAT ASSESSES EXECUTIVE COMPENSATION AND BENEFITS. THE COMMITTEE MET TO REVIEW THE COMPENSATION STRUCTURE OF THE EXECUTIVE GROUP AND REVIEWED THE COMPENSATION SURVEY PREPARED BY THE INDEPENDENT CONSULTING FIRM. THE COMMITTEE THEN VOTED TO APPROVE THE COMPENSATION OF THE EXECUTIVE GROUP (OTHER THAN THE CEO). FOR THE CEO'S COMPENSATION THE COMMITTEE (MEETING WITHOUT THE CEO) RECOMMENDED A COMPENSATION STRUCTURE THAT WAS PRESENTED TO THE FCHP'S BOARD OF DIRECTORS. THE BOARD OF DIRECTORS (WITHOUT THE CEO PRESENT), VOTED TO APPROVE THE COMMITTEE'S RECOMMENDATION. ALL THESE DELIBERATIONS WERE CONTEMPORANEOUSLY DOCUMENTED IN THE MINUTES OF THE COMMITTEE AND BOARD OF DIRECTORS. The process was used to establish the compensation for the executive group in 2018. This process was not used to establish compensation for the key employees listed in schedule J except for the two key employees who are senior vice presidents and part of the executive group. FORM 990, PART VI, LINES 18 AND 19 HOW DOCUMENTS ARE MADE AVAILABLE TO PUBLIC FCHP'S FORM 990 AND ANNUAL AUDITED FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC ON THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE. FCHP'S ANNUAL REPORT IS AVAILABLE ON ITS OWN WEBSITE. FCHP'S 990, FINANCIAL STATEMENTS, GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND ANNUAL REPORT ARE ALSO PROVIDED UPON REQUEST. FCHP NEW YORK LLC 10 CHESTNUT ST WORCESTER MA 01608 464193932 HEALTH CARE NY 0 0 FCHP SUMMIT LIVING INC 10 CHESTNUT STREET WORCESTER MA 01608 261836279 ASST LIVING MA 501(C)(3) 12A-I fchp true FALLON TOTAL CARE INC 10 CHESTNUT STREET WORCESTER MA 01608 455591420 HEALTH CARE MA 501(C)(3) 10 FCHP true FALLON HEALTH WEINBERG INC 2700 NORTH FOREST RD GETZVILLE NY 14068 161580245 HEALTH CARE NY 501(C)(3) 10 FCHP true FALLON HEALTH & LIFE ASSURANCE COinc 10 CHESTNUT STREET WORCESTER MA 01608 043169246 HEALTH INSURANCE MA FCHP C CORP 37920952 24870204 1.00000 true ULTRABENEFITS INC 100 North Parkway Suite 302 WORCESTER MA 01605 043525752 3RD PARTY ADM MA FHLAC C CORP 5989076 7516864 1.00000 true GROUP INSURANCE SERVICE CENTER INC 20 WINTER STREET 1 PEMBROKE MA 02359 043271304 3RD PARTY ADM MA UBI C CORP 2284582 2170987 1.00000 true GISC INSurance AGENCY INC 20 WINTER STREET 1 PEMBROKE MA 02359 043273688 INSURANCE AGE MA UBI C CORP 2783645 2125857 1.00000 true true true true true false false true false false true false true true true true false false false false ULTRABENEFITS INC A,J 97052 CASH FALLON HEALTH & LIFE ASSURANCE CO INC B 5000000 CASH FALLON HEALTH WEINBERG INC c 2200000 CASH ULTRABENEFITS INC G 166201 CASH FALLON HEALTH WEINBERG INC L 1306090 CASH ULTRABENEFITS INC L 96000 CASH ULTRABENEFITS INC M 137548 CASH FALLON HEALTH & LIFE ASSURANCE CO INC N 3869322 CASH FALLON HEALTH & LIFE ASSURANCE CO INC o 7424587 CASH Schedule R, Part V LINE 1D FALLON COMMUNITY HEALTH PLAN, INC., (FCHP) IS THE GUARANTOR OF FALLON TOTAL CARE INC., (FTC). THE AGREEMENT WAS COMPLETED IN ORDER TO MEET THE FINANCIAL SOLVENCY REQUIREMENT OF FTC, WHICH WAS REQUIRED BY THE COMMONWEALTH OF MASSACHUSETTS EXECUTIVE OFFICE OF HEALTH AND HUMAN SERVICES (EOHHS) AS PART OF THE FTC DEMONSTRATION PROGRAM APPLICATION PROCESS. FCHP UNCONDITIONALLY GUARANTEES THE UNMET FINANCIAL OBLIGATIONS, AND NO DOLLAR AMOUNTS ARE SPECIFIED.