2018-11-15T09:33:15-06:00 2017-12-31 PricewaterhouseCoopers LLP 101 SEAPORT BOULEVARD BOSTON MA 02210 990 2017-01-01 237442369 FALLON COMMUNITY HEALTH PLAN INC % KEVIN GROZIO FALL 5087992100 10 Chestnut Street Worcester MA 01608 KEVIN GROZIO CFO 5087992100 2018-11-13 true ERIN COUTURE P01390592 6175305000 2018-11-12 155.201.188.33 50354920183195000000 2018-11-15 P 940E123988736D81BDF0FE6402CBE53835410BEB 940E123988736D81BDF0FE6402CBE53835410BEB 2017 2019-02-21 02:37:17Z fallon health RICHARD P BURKE 10 Chestnut Street Worcester MA 01608 1439279163 false X www.fchp.org X 1975 MA SEE SCHEDULE O making our communities healthy 12 11 1337 183 -748 -6701 154942 134776 1148972862 1242226460 6728232 12961786 1130550 -9894144 1156986586 1245428878 786632 906955 1044861258 1119409151 82022323 82397929 0 0 0 49411828 34812405 1177082041 1237526440 -20095455 7902438 373352982 411987684 196129314 217867796 177223668 194119888 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 397760646 0 439962895 SEE SCHEDULE O 721648505 0 802263565 SEE SCHEDULE O 1330924 906955 SEE SCHEDULE O 1120740075 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 true false false false false true true true true false false true 5192 0 true 1337 true true true false false false false true true false false false false X 12 11 true false false false false false false true true false false true true true true true true true true false MA X X KEVIN GROZIO 5087992100 10 CHESTNUT STREET WORCESTER MA 01608 X David W Hillis Chairman 5.0 3.0 X 33500 0 0 Lynda M Young MD Vice Chair thru 9/17, director 4.0 0.25 X 25000 0 0 Richard P Burke PRESIDENT & CEO 45.0 5.0 X X 694762 0 387281 FREDERICK MISILO ESQ vice chair effective 9/17 3.0 0.5 X 28000 0 0 Joseph N Stolberg CPA Director 2.0 0.0 X 22000 0 0 Ann K Tripp TREASURER 2.0 0.25 X 30000 0 0 KARIN LANDRY DIRECTOR 2.0 0.0 X 23500 0 0 JAMES BUONOMO DIRECTOR 2.0 0.0 X 28000 0 0 B JOHN DILL clerk/treasurer effective 9/17 2.0 0.25 X 31500 0 0 W THOMAS SPENCER DIRECTOR thru 12/17 2.0 0.0 X 15000 0 0 PETER STRALEY DIRECTOR, EFFECTIVE 10/17 2.0 0.0 X 12500 0 0 JANET S RICO DIRECTOR, EFFECTIVE 10/17 2.0 0.0 X 13000 0 0 DAVID FRIEND MD director (AS OF 10/17) 3.0 0.0 X 12500 0 0 R Scott Walker Chief Financial Off. THRU 3/17 45.0 5.0 X 114464 0 11957 David Przesiek SVP, CHIEF SALES OFFICER 42.0 8.0 X 368255 0 184057 JAMES GENTILE SVP, CHIEF COMPLIANCE OFFICER 50.0 0.0 X 243744 0 99247 Eric Hall SVP, Provider Mgmt.Strategy 50.0 0.0 X 286878 0 91931 Kevin Grozio CHIEF FINCIAL OFF. EFF 10/17 45.0 5.0 X 364219 0 134048 CHRISTINE CASSIDY SVP, CHIEF COMM. OFFICER 49.0 1.0 X 277807 0 106414 EMILY WEST SVP, CHIEF OPERATING OFFICER 50.0 0.0 X 316869 0 129525 JILL LEBOW SVP, CHIEF HR OFFICER 50.0 0.0 X 271498 0 118128 THOMAS EBERT EVP, CHIEF MEDICAL OFFICER 48.0 2.0 X 403462 0 78040 Kevin McGovern VP, Treasurer & CAPITAL MGMT. 50.0 0.0 X 263879 0 84214 Janis Liepins VP, PRODUCT MANAGEMENT 50.0 0.0 X 278414 0 92914 ELIZABETH HELENIUS VP, SALES, effective 1/17 50.0 0.0 X 278276 0 56252 MICHAEL NICKEY EXEC. DIRECTOR, FTC & MH 40.0 10.0 X 219800 0 69005 ANDRE GABRYJELSKI DIR, MEDICARE ADV, Eff 1/17 50.0 0.0 X 193432 0 33920 PARAM SINGH ASSOCIATE MEDICAL DIRECTOR 50.0 0.0 X 256898 0 48470 DAVID BRUMLEY VP, MEDICAL AFFAIRS 50.0 0.0 X 293031 0 94060 PERRY FARB PACE ASSOCIATE MEDICAL DIR. 50.0 0.0 X 264726 0 61349 ANTHONY PETISCE VP, IT OPERATIONS 50.0 0.0 X 248934 0 61679 TANYA CAMPUS PHYSICIAN 50.0 0.0 X 228559 0 54774 6142407 0 1997265 210 false true false UMASS MEMORIAL MEDICAL CENTER 55 N LAKE AVENUE WORCESTER MA 01655 HOSPITAL SERVICES 109037055 VHS ACQUISITION SUBSIDIARY 123 SUMMER STREET WORCESTER MA 01608 HOSPITAL SERVICES 62339628 RELIANT MEDICAL GROUP 630 PLANTATION STREET WORCESTER MA 01605 MEDICAL SERVICES 58688761 BEACON HEALTH STRATEGIES LLC 200 STATE STREET BOSTON MA 02109 MENTAL HEALTH SVC. 38891754 UMASS MEMORIAL MEDICAL GROUP INC 55 N LAKE AVENUE WORCESTER MA 01655 MEDICAL SERVICES 23535518 736 134776 0 395 134776 PREMIUM-COMMERCIAL 524114 439962895 439962895 PREMIUM-GOVERNMENTAL 524114 802263565 802263565 1242226460 7064871 7064871 0 0 175710 175710 0 0 0 199499187 193602272 5896915 5896915 5896915 68769 134776 72303 -3534 -3534 0 0 0 0 0 0 SUBSIDIARY LOSS 524298 -11853398 -11853398 MINORITY INTEREST 900099 2068120 2068120 HOME STAFF 900099 -748 -748 -104584 -104584 -9890610 1245428878 1242226460 -748 3068390 906955 906955 0 0 1119409151 1119409151 6527473 6527473 152971 152971 60270981 176339 60094642 2186278 15052 2171226 7606789 45418 7561371 5653437 5653437 0 1244304 1244304 751843 751843 187160 187160 0 833051 833051 4922967 4922967 1700176 1700176 4645729 4645729 7691035 7691035 0 3206802 3206802 27855 27855 0 60262 60262 31071 31071 0 7837884 7837884 658435 658435 DUES/SUBSCRIPTIONS 601508 601508 RECRUITING EXPENSE 412323 412323 1237526440 1120740075 116786365 0 0 0 17443203 66654340 0 0 33959834 23652954 0 0 0 0 0 0 0 0 2707349 4168712 84683505 68231103 21992559 16452402 276900190 282026766 0 0 0 0 0 0 20349847 19032510 373352982 411987684 186038416 202226647 0 0 10090898 15641149 0 0 0 0 0 0 0 0 0 0 0 0 196129314 217867796 X 177223668 194119888 0 0 0 0 177223668 194119888 373352982 411987684 X 7902438 7869187 1124595 X false true X true false X 137023 138959 152837 154942 134776 718537 1195287317 1103492602 1095860043 1148972862 1242226460 5785839284 0 0 0 1195424340 1103631561 1096012880 1149127804 1242361236 5786557821 2285754 2255901 2252979 1518073 8312707 70563830 89388243 114480023 105812855 99072267 479317218 72849584 91644144 116733002 107330928 99072267 487629925 5298927896 8084103 10765394 9160018 7351852 7240581 42601948 0 8084103 10765394 9160018 7351852 7240581 42601948 0 62895 64270 58863 69310 68769 324107 1203571338 1114461225 1105231761 1156548966 1249670586 5829483876 0.90899 0.91146 0.00731 0.00784 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. false false true false false false false true 253780 false false 253780 false Direct Lobbying Expense FORM 990, SCHEDULE C, PART IV SUPPLEMENTAL INFORMATION: FCHP PAID A TOTAL OF $253,780 LOBBYING EXPENSES AS FOLLOWS: AHIP DUES (AMERICA'S HEALTH INS. PLANS) 57,072 MAHP DUES (MASS ASSOC OF HEALTH PLANS) 79,364 NATIONAL PACE ASSOCIATION 2,724 SPILLANE & SPILLANE, LLP 48,000 ----------- SUBTOTAL NON-EMPLOYEES $187,160 STAFF SALARIES ASSOCIATED WITH LOBBYING 66,620 ------------ TOTAL OF ALL LOBBYING EXPENSES PAID $253,780 KEY LEGISLATIVE AND REGULATORY ISSUES IN 2017: AMERICA'S HEALTH INSURANCE PLANS (AHIP) - LEGISLATIVE ACTIVITY IN THE HOUSE AND THE SENATE AFTER THE ENACTMENT OF THE AFFORDABLE CARE ACT (ACA) IN MARCH 2010. - REGULATORY ACTIVITY ADDRESSING IMPLEMENTATION OF NUMEROUS ACA PROVISIONS, INCLUDING INSURANCE MARKET REFORMS, RISK ADJUSTMENT, MEDICAL LOSS RATIO REQUIREMENTS, PREMIUM REVIEW, HEALTH INSURANCE EXCHANGES, DELIVERY SYSTEM REFORMS, ADMINISTRATIVE SIMPLIFICATION, HEALTH INFORMATION TECHNOLOGY, ACCOUNTABLE CARE ORGANIZATIONS (ACOS), AND THE COMMUNITY LIVING ASSISTANCE SERVICES AND SUPPORTS (CLASS) PROGRAM. - PUBLIC PROGRAM ISSUES AFFECTING MEDICARE ADVANTAGE, DUAL PROGRAMS, MEDICARE PART D, AND MEDICAID. - HEALTH ISSUES OUTSIDE OF THE HEALTH REFORM DEBATE INCLUDING ANTITRUST LEGISLATION, DATA SECURITY, MEDICAL LIABILITY REFORM, MEDICARE PHYSICIAN PAYMENT, AND THE ANNUAL APPROPRIATIONS PROCESS. SPILLANE & SPILLANE, LLP AND MASSACHUSETTS ASSOCIATION OF HEALTH PLANS (MAHP) -ANY NEW POLICIES IMPLEMENTED BY DIVISION OF INSURANCE THAT AFFECT FALLON HEALTH - 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, INCREASING MEDICAID MANAGED CARE ORGANIZATIONS MEMBERSHIP AND MASSHEALTH REDESIGN WITH ACCOUNTABLE CARE ORGANIZATIONS, CHANGING PAYMENT MODELS, AND BETTER MANAGING OF MEMBERS. DURING 2017, FALLON HEALTH WORKED WITH THESE REGULATORY AGENCIES: DEPARTMENT OF PUBLIC HEALTH - EARLY INTERVENTION PROGRAM - INSURANCE COORDINATORS MEETINGS - 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 - ONE-TIME SUPPLEMENTAL FUNDING PAYMENTS - TRANSPARENCY INFORMATIONAL HEARING - ADMINISTRATIVE SIMPLIFICATION PROVISIONS IN CHAPTER 288 (LEGISLATIVE AND REGULATORY ISSUE) - CODING COMMISSION MASSACHUSETTS CONNECTOR -RISK ADJUSTMENT -SEAL OF APPROVALS FOR CONNECTOR PLANS -OPEN ENROLLMENT EXECUTIVE OFFICE OF HEALTH AND HUMAN SERVICES - WORKED WITH MASSHEALTH ON MANAGED CARE ORGANIZATION ISSUES, MASSHEALTH REDESIGN OF ACCOUNTABLE CARE ORGANIZATIONS, DUAL MEDICARE/MEDICAID PROGRAMS (SENIOR CARE OPTIONS), PACE PROGRAMS ATTORNEY GENERAL'S OFFICE - DISCUSSIONS WITH THE AG'S OFFICE ON RECOMMENDATIONS TO ADDRESS HEALTHCARE COST INCREASES AND PROVIDER CONSOLIDATIONS 4222236 3267990 954246 8289728 7383158 906570 72171541 57579955 14591586 16452402 1333224000 90840347 90840347 1242383653 833051 2212174 3045225 1245428878 1327391000 90840940 90840940 1236550060 833051 143329 976380 1237526440 SCHEDULE D, PART XI, LINE 2D: SUBSIDIARY ACTIVITIES & ELIMINATIONS 90,840,347 ---------------- TOTAL 90,840,347 SCHEDULE D, PART XI, LINE 4B: CONTRIBUTION INCOME RC 134,776 NET LOSS, FROM FUNDRAISING ACTIVITIES (3,534) LINE OF CREDIT INTEREST EXPENSE 12,087 NON CONTROLLING INTEREST, BELOW LINE ON FS 2,068,845 ---------------- TOTAL 2,212,174 SCHEDULE D, PART XII, LINE 2D: SUBSIDIARY ACTIVITIES & ELIMINATIONS 90,840,347 FINANCIAL STATEMENT ROUNDING 593 ----------------- TOTAL 90,840,940 SCHEDULE D, PART XII, LINE 4B: CONTRIBUTION INCOME RC TO REVENUE 134,776 NET LOSS, FROM FUNDRAISING, RC TO REVENUE (3,534) LINE OF CREDIT INTEREST EXPENSE 12,087 ----------------- TOTAL 143,329 GOLF EVENT 203545 134776 68769 0 345 28320 22533 446 20659 0 203545 134776 68769 0 345 28320 22533 446 20659 72303 -3534 true Worcester Regional Chamber of Commerce 446 Main St Worcester MA 01608 041988780 501(c)(6) 50000 GENERAL SUPPORT GENERAL SUPPORT Reliant Medical Group FOUNDATION 100 Front St 14th fl Worcester MA 01608 222912515 501(c)(3) 15210 GENERAL SUPPORT THE Hanover Theatre 2 Southbridge Street Worcester MA 01608 050521735 501(c)(3) 10200 GENERAL SUPPORT Worcester Hibernian Cultural CLUB PO BOX 20276 Worcester MA 01602 202148447 501(c)(3) 12000 GENERAL SUPPORT Boys and Girls Club of Worcester 65 Tainter Street Worcester MA 01610 042105851 501(c)(3) 13626 GENERAL SUPPORT United Way of Central MA 484 Main Street Worcester MA 01608 042104017 501(C)(3) 83086 GENERAL SUPPORT UMASS MEDICAL SCHOOL 333 SOUTH ST SHREWSBURY MA 01545 043108190 501(c)(3) 19000 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) 8500 GENERAL SUPPORT YMCA OF CENTRAL MASSACHUSETTS 766 Main Street Worcester MA 01610 042105885 501(c)(3) 12780 GENERAL SUPPORT THE BRIDGE OF CENTRAL MASS INC 4 Mann Street WORCESTER MA 01602 042701581 501(C)(3) 11000 GENERAL SUPPORT YOUTH OPPORTUNITIES UPHELD INC 81 Plantation St WORCESTER MA 01604 237112665 501(C)(3) 16000 GENERAL SUPPORT Girls Inc Of Worcester 125 Providence Street WORCESTER MA 01604 042123666 501(C)(3) 12000 GENERAL SUPPORT LOWELL GENERAL HOSPITAL 295 Varnum Avenue LOWELL MA 01854 042103590 501(C)(3) 8100 GENERAL SUPPORT LEE COUNCIL ON AGING 32 MAIN STREET LEE MA 01238 046001196 501(C)(3) 27475 GENERAL SUPPORT ADAMS COUNCIL ON AGING 8 PARK STREET ADAMS MA 01220 046001064 501(C)(3) 27475 GENERAL SUPPORT WORCESTER PUBLIC SCHOOLS 20 IRVING STREET WORCESTER MA 01608 046001418 501(C)(4) 20200 GENERAL PURPOSE ST JOHN'S FOOD FOR THE POOR 44 TEMPLE STREET WORCESTER MA 01604 042106729 501(C)(3) 20189 GENERAL PURPOSE BeRKSHIRE HEALTH SYSTEMS 1531 EAST STREET PITTSFIELD MA 01201 042791396 501(c)(3) 20000 GENERAL SUPPORT GENERAL SUPPORT MERRIMACK VALLEY FOOD BANK INC 735 BROADWAY LOWELL MA 01854 223241609 501(C)(3) 15000 GENERAL SUPPORT GENERAL SUPPORT MEYERS PRIMARY CARE INSTITUTE 425 NORTH LAKE AVE WORCESTER MA 01605 043211678 501(C)(3) 15000 GENERAL SUPPORT MILL CITY GROWS PO BOX 7133 LOWELL MA 01852 472096070 501(C)(3) 15000 GENERAL SUPPORT LOWELL COMMUNITY HEALTH CENTER 161 JACKSON STREET LOWELL MA 01852 042881348 501(C)(3) 12187 GENERAL SUPPORT MERRIMACK VALLEY IMMIGRANT & EDUCATION CENTER 439 S UNION STREET LAWRENCE MA 01843 743093665 501(C)(3) 12000 GENERAL SUPPORT REGIONAL ENVIRONMENTAL COUNCIL PO BOX 255 WORCESTER MA 01613 046364350 501(C)(3) 11500 GENERAL SUPPORT SAINT PAUL ELDER OUTREACH 19 CHATHAM STREET WORCESTER MA 01609 042106744 501(c)(3) 11000 GENERAL SUPPORT CENTRAL MA HOUSING ALLIANCE 6 INSTITUTE ROAD WORCESTER MA 01609 042791448 501(C)(3) 11000 GENERAL SUPPORT CASA PROJECT 100 GROVE STREET WORCESTER MA 01605 042711865 501(C)(3) 10300 GENERAL SUPPORT ELDER SERVICES OF BERKSHIRE COUNTY 877 SOUTH ST SUITE 4E PITTSFIELD MA 01201 042542001 501(C)(3) 10000 GENERAL SUPPORT WORCESTER TELEGRAM & GAZETTE PO BOX 15012 WORCESTER MA 01615 222513752 501(C)(3) 10000 GENERAL SUPPORT WORCESTER ART MUSEUM 55 SALISBURY STREET WORCESTER MA 01609 041988530 501(C)(3) 10000 GENERAL SUPPORT APPALACHIAN MOUNTAIN CLUB 10 CITY SQUARE BOSTON MA 02129 046001677 501(C)(3) 10000 GENERAL SUPPORT NORTHAMPTON SURVIVAL CENTER 265 PROSPECT STREET NORTHAMPTON MA 01060 042774166 501(C)(3) 8500 GENERAL SUPPORT 30 3 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 true true X X X X false true false false false false false true true true Richard P Burke PRESIDENT & CEO 527782 0 67500 0 99480 0 358930 0 28351 0 1082043 0 99020 0 David Przesiek SVP, CHIEF SALES OFFICER 298052 0 37000 0 33203 0 156705 0 27352 0 552312 0 45818 0 JAMES GENTILE SVP, CHIEF COMPLIANCE OFFICER 214370 0 12600 0 16774 0 88232 0 11015 0 342991 0 13675 0 Eric Hall SVP, Provider Mgmt.Strategy 249713 0 18600 0 18565 0 91931 0 0 0 378809 0 21060 0 Kevin McGovern VP, Treasurer & CAPITAL MGMT. 226381 0 30713 0 6785 0 62645 0 21569 0 348093 0 30713 0 Janis Liepins VP, PRODUCT MANAGEMENT 242125 0 32725 0 3564 0 72675 0 20239 0 371328 0 32725 0 Kevin Grozio CHIEF FINCIAL OFF. EFF 10/17 284701 0 58110 0 21408 0 106696 0 27352 0 498267 0 38110 0 CHRISTINE CASSIDY SVP, CHIEF COMM. OFFICER 230517 0 19200 0 28090 0 87879 0 18535 0 384221 0 25975 0 ELIZABETH HELENIUS VP, SALES, effective 1/17 183467 0 93999 0 810 0 30881 0 25371 0 334528 0 31390 0 EMILY WEST SVP, CHIEF OPERATING OFFICER 246137 0 33228 0 37504 0 109964 0 19561 0 446394 0 26915 0 JILL LEBOW SVP, CHIEF HR OFFICER 235153 0 20100 0 16245 0 93757 0 24371 0 389626 0 27209 0 THOMAS EBERT EVP, CHIEF MEDICAL OFFICER 326612 0 31000 0 45850 0 53130 0 24910 0 481502 0 45727 0 MICHAEL NICKEY EXEC. DIRECTOR, FTC & MH 197687 0 21573 0 540 0 46174 0 22831 0 288805 0 13540 0 PARAM SINGH ASSOCIATE MEDICAL DIRECTOR 236153 0 11150 0 9595 0 29810 0 18660 0 305368 0 11150 0 ANDRE GABRYJELSKI DIR, MEDICARE ADV, Eff 1/17 130973 0 62285 0 174 0 14588 0 19332 0 227352 0 0 0 DAVID BRUMLEY VP, MEDICAL AFFAIRS 280709 0 10000 0 2322 0 66708 0 27352 0 387091 0 0 0 PERRY FARB PACE ASSOCIATE MEDICAL DIR. 253074 0 8088 0 3564 0 36439 0 24910 0 326075 0 0 0 ANTHONY PETISCE VP, IT OPERATIONS 220763 0 22559 0 5612 0 49360 0 12319 0 310613 0 22559 0 TANYA CAMPUS PHYSICIAN 217624 0 10395 0 540 0 28115 0 26659 0 283333 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 & CEO, EVP and CMO AND SENIOR VP, CHIEF SALES OFFICER. 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 EECC. 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. 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. If a participant separates from service for any reason, prior to the last day of the fifth year for which the contribution is credited, he or she will forfeit the non-vested portion of the contribution that has been credited, except that a participant automatically becomes vested upon death, disability or attainment of normal retirement age. 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 and age 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 2017, 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 AMOUNT PAID AMOUNT DEFERRED RICHARD P. BURKE $59,020 $110,000 THOMAS EBERT $24,972 $40,980 DAVID PRZESIEK $14,864 $24,183 JILL LEBOW $11,963 $19,416 EMILY WEST $12,580 $22,261 CHRISTINE CASSIDY $11,421 $18,585 James Gentile $5,461 $17,544 Eric Hall $7,478 $20,074 Kevin Grozio $1,711 $6,845 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 Kevin Grozio on October 19, 2017. THE TERMS OF his CONTRACT INCLUDE BASE SALARY, INCENTIVE PROGRAM, RESTRICTED ACTIVITIES, CONFIDENTIALITY, AND a SEVERANCE PROVISION. FAMILY MEMBER OF KEY EMPLOYEE EMPLOYEE 101140 SEE PART V false FAMILY MEMBER OF OFFICER EMPLOYEE 51831 SEE PART V false SUBSTANTIAL CONTRIBUTOR SUBSTANTIAL CONTRIBUTOR 1065638 see part v false BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS (1) NAME: LAURIE MCGOVERN RELATIONSHIP: FCHP EMPLOYEE WHO IS A FAMILY MEMBER OF AN FCHP KEY EMPLOYEE, KEVIN MCGOVERN. FCHP PAID COMPENSATION TOTALING $101,140 TO THE FAMILY MEMBER IN 2017. (2) NAME: JUNE COMTOIS RELATIONSHIP: FCHP EMPLOYEE WHO IS A FAMILY MEMBER OF AN FCHP OFFICER, JILL LEBOW. FCHP PAID COMPENSATION TOTALING $51,831 TO THE FAMILY MEMBER IN 2017. (3) RELATIONSHIP: SUBSTANTIAL CONTRIBUTOR THE COMPANY PROVIDES PROFESSIONAL AND CONSULTING SERVICES TO FCHP. FCHP PAID THE FIRM $1,065,638 IN 2017. ORGANIZATION MISSION AND PROGRAM ACTIVITIES FORM 990, Part I line 1 Founded in 1977, Fallon Health 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, Fallon works to deliver high-quality, affordable care. Fallon 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 the Commonwealth. This enables us to serve members of all ages, at all income levels and with all types of health needs. 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/events; grants; corporate sponsorships; hunger relief; in-kind donations; advocacy and volunteer hours. Fallon Health is a community-focused, mission-driven organization. Our mission is making our communities healthy, which guides us in improving the health and well-being of the diverse communities we serve. FORM 990, Part III, Line 4A COMMERCIAL PROGRAMS Fallon Health commercial plans are offered through employer groups and, in some cases, can be purchased directly by the consumer. These plans account for 44% of Fallon's membership and covers all counties in Massachusetts with the exception of Barnstable, Duke and Nantucket. Regardless of how they get their coverage, members of Fallon'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 our members manage their health care costs, Fallon offers a unique choice of provider networks. Fallon Health also offers a wide range of care management programs for those with acute, chronic or complex health conditions. These free, voluntary programs are designed to help members improve both their health and quality of life. They're available to members of all Fallon plans (with the exception of our Summit ElderCare participants, who have separate care teams to provide similar services). To best support the changing needs of those we serve, Fallon 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, before it became required by the ACA . 2005-Offered the first qualified high-deductible HMO plans in Massachusetts . 2015-Introduced the Healthy Health Plan, a program to help members meet health and wellness goals . 2016-Developed new hybrid plans for people with chronic conditions like asthma, diabetes and coronary artery disease FORM 990, PART III, LINE 4B Government programs Fallon 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 31% of Fallon's total membership. . Medicare . Medicaid . Medicare Advantage Special Needs Plan and Senior Care Options program . 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 Fallon to serve members of all ages, at all income levels and with all types of health needs. There are several notables when it comes to Fallon's GOVERNMENT PROGRAMS: . FALLON'S MASSHEALTH PLAN IS ONE OF THE HIGHEST-RATED MEDICAID PLANS IN THE COUNTRY. . Fallon is the largest provider of PACE in New England and the fifth largest in the country. Fallon has seven PACE sites-six in Massachusetts and one in western New York. . With its PACE program, Fallon Health is the only health plan in Massachusetts that is also a provider of care. . Fallon Health was the first HMO in the country to receive a Medicare Advantage contract with the Centers for Medicare & Medicaid Services (CMS). Fallon's plan, Fallon Senior Plan, has served as a national model for other health care programs for the elderly. . Only plans that have received the state's seal of approval can be offered through the Massachusetts Health Connector, the state-based health insurance marketplace Connector. Fallon provides options on the Connector for individuals who can't afford to buy health insurance. FORM 990, PART III, LINE 4c Community giving Fallon Health started out as a Worcester company, serving the needs of the people in the city and the towns nearby. Our success led to expansion. Today we bring our mission of making our communities healthy to all parts of Massachusetts and western New York State. We are a forward-thinking, cohesive group and work with local providers and leaders in the communities we serve to improve residents' health and well-being, regardless of whether they are Fallon members. We help build healthy communities through our products and services but also our corporate donations-and through the tremendous support, both in-kind and monetary, of our employees. Our community giving includes grants and sponsorships as well as in-kind donations, advocacy and volunteering. We are guided by funding priorities that have been determined in collaboration with our provider partners and other community stakeholders. Through a comprehensive community health needs assessment, the following three funding priorities drove giving in 2017: . Senior health initiatives: Programs that support seniors living safely in their homes and communities, and provide access to care, behavioral health resources, and access to food and utilities. . Children and youth health initiatives: Community-based programs that provide access to programs that wrap services and resources around children and youth. . Food insecurity In 2017, Fallon Health provided $1,236,884 in charitable resources throughout Massachusetts. More than $922,405 of this giving was in grants, direct expenses, leveraged expenses, staff and volunteer time. We also supported other philanthropic initiatives totaling approximately $314,479 in community sponsorships. We personally visited the organizations who serve our most vulnerable citizens to distribute funds and learn more about the region's needs and how we can work together to be a continued resource. This spirit of giving back to the community has been an important feature of Fallon Health's corporate identity for 40 years. 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 Day of Caring, hunger relief and Working for Worcester. Our employees volunteered 6,428 hours of their time in 2017 - 2,153 hours were for Fallon initiatives. Examples of giving include: . It's a sad reality that students often do not have the food they need after school or in summer. Fallon has responded in an extraordinary, hands-on way by building food pantries in the Worcester Public Schools. It wasn't enough for us to provide funding, we donate food and time to help shop, clean, restore and/or build food pantries. To date, we are very proud to have restored or built pantries at Abby Kelley Foster Charter School, Burncoat Middle High School, Elm Park Community School, Sullivan Middle School and South High School in Worcester. . In addition to food pantries in our schools, Fallon employees built and fully stocked a food pantry at the Boys & Girls Club of Worcester. We also refurbished and completely restocked a food pantry at the South Worcester Neighborhood Improvement Center (SWNIC). We cleaned, painted and completely rehabbed the basement pantry with new shelving and plastic bins for safe and proper food storage and a dehumidifier to address moisture and temperature issues. Recognizing SWNIC did not have proper refrigeration to provide milk and other perishable items to the 300-plus members they serve weekly, Fallon provided a $10,000 grant for them to purchase and install three new commercial-grade freezer/refrigeration units. This allowed the Center to retain much-needed food donations that could have otherwise been turned away. These efforts increased access to food for children and families who use the Center by 42%. . In 2017, we increased our commitment to the Worcester Public Schools by becoming a corporate partner of one of the school system's four quadrants - the Doherty quadrant. Through this commitment, we sponsored the PSAT/SAT for 10 - 12 graders across the district. Our support enabled students to take the PSAT/SATs during the school day at no charge, reducing the barriers of access and cost. We also participated in their Massachusetts College Access Celebration day (MCAC); dedicating Fallon volunteers for over a two-month period in the late fall to assist seniors, many of them first-generation college applicants, in navigating the process of applying to college. . Lack of transportation was cited as one of the top barriers for seniors in Berkshire County for elders to get to their specialist medical appointments, fill prescriptions, purchase groceries and attend social events. Fallon became part of the solution by donating two 2017 Nissan Rogue AWD vehicles to the Lee Council on Aging and the Adams Council on Aging. . Our employees sit on numerous boards and committees throughout the state, including Ascentria Care Alliance, Boys and Girls Clubs Girls Inc., Greater Lowell Health Alliance, the Lowell Plan, the United Way of Central MA, YWCA of Central MA and the Worcester Education Development Fund. . In addition, Fallon employees also volunteer at events that bring the community together in healthy ways including Worcester's Independence Day Celebration, Worcester's St. Patrick's Day parade, the Canal Diggers 5K and new in 2017-the Worcester Telegram and Gazette's Dragon Boat races. We work to sponsor family-friendly events across all of the communities we serve including Walk with Me in the Berkshires and the Lowell Community Health Center's - Health Centers Week's activities that included their employee block party and patient appreciation and their teen-led community event "Dance For Peace." Fallon continues to make in-kind donations to further extend our resources including the following: . Consulting - Leveraging our talents and resources to support other non-profit organizations . Donating a used program van, computers, furniture and supplies . Presentations and speakers on a variety of topics including career, health care, health and wellness and leadership . Tickets to events at the DCU Center and Hanover Theatre Fallon also continued its signature health and wellness programs. In 2017, we reached 7,731 people in Massachusetts. We provided screenings to underserved populations including - but not limited to - Veteran's Inc., the Latin American Festival and the Diabetes Health Fair at Heywood Hospital. We also offered health and wellness presentations on stress and nutrition, particularly to seniors who have limited access to wellness educational events. FORM 990, PART VI, LINE 2 FAMILY OR BUSINESS RELATIONSHIP BETWEEN OFFICERS, DIRECTORS, AND KEY EMPLOYEES. HOME STAFF LLC IS A JOINT VENTURE OF FCHP AND THE VNA CARE ADVANTAGE,INC. THE FOLLOWING FCHP OFFICERS SERVED ON THE HOME STAFF BOARD OF DIRECTORS DURING 2017: DAVID PRZESIEK, AND R. SCOTT WALKER. FALLON HEALTH & LIFE ASSURANCE COMPANY, INC. (FHLAC), IS A WHOLLY-OWNED SUBSIDIARY OF FCHP. THE FOLLOWING FCHP BOARD MEMBERS AND OFFICERS SERVED ON THE FHLAC BOARD OF DIRECTORS IN 2017: DAVID HILLIS, LYNDA YOUNG, ANN TRIPP, FREDERICK MISILO, B. JOHN DILL, R. SCOTT WALKER, and Richard p. burke (ex-officio). ULTRABENEFITS, INC. (UBI) IS A WHOLLY-OWNED SUBSIDIARY OF FHLAC. THE FOLLOWING FCHP BOARD MEMBERS AND OFFICERS SERVED ON THE UBI BOARD OF DIRECTORS IN 2017: RICHARD P. BURKE, R. SCOTT WALKER, AND DAVID PRZESIEK. 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 BOARD MEMBERS AND OFFICERS SERVED ON THE BOARD THESE TWO CORPORATIONS IN 2017: RICHARD P. BURKE, DAVID PRZESIEK, kevin grozio, AND R. SCOTT WALKER. 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 2017, 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 2017, TO DETERMINE THE COMPENSATION STRUCTURE OF THE EXECUTIVE GROUP, THE COMMITTEE RELIED ON A WRITTEN COMPENSATION SURVEY PRODUCED in 2016 BY AN INDEPENDENT CONSULTING FIRM THAT ASSESSES EXECUTIVE COMPENSATION AND BENEFITS. The 2016 data produced by the Independent consulting firm in 2016 was updated for 2017 by Fallon Health's Compensation Department. THE COMMITTEE MET TO REVIEW THE COMPENSATION STRUCTURE OF THE EXECUTIVE GROUP AND REVIEWED THE COMPENSATION SURVEY PREPARED BY THE INDEPENDENT CONSULTING FIRM and updated for 2017 by Fallon Health. 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 2017. THIS PROCESS WAS NOT USED TO ESTABLISH COMPENSATION FOR THE "KEY EMPLOYEES" LISTED IN SCHEDULE J. 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. FORM 990, PART XI, LINE 9 NONCONTROLLING INTEREST BEGINNING $ 1,124,593 NONCONTROLLING INTEREST ENDING 0 SYSTEM ROUNDING 2 ------------- CHANGE IN NONCONTROLLING INTEREST $1,124,595 FCHP OWNS 70% OF FHW, AND USES the EQUITY METHOD OF RECORDING THE INVESTMENT. 100% OF THE LOSS WAS RECORDED DURING THE YEAR, AND EXCLUDING THE MINORITY INTEREST WILL SHOW FCHP'S SHARE OF THE LOSS. ***FALLON HEALTH WEINBERG, INC. (FHW) IS A JOINT VENTURE BETWEEN FCHP, its SUBSIDIARY, FCHP NEW YORK, LLC AND MENORAH CAMPUS, INC., ANOTHER TAX EXEMPT ORGANIZATION. 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 COMPANY 10 CHESTNUT STREET WORCESTER MA 01608 043169246 HLTH & LIFE MA FCHP C CORP 39883225 29646424 1.00000 true ULTRABENEFITS INC 29 EAST MOUNTAIN STREET WORCESTER MA 01606 043525752 3RD PARTY ADM MA FHLAC C CORP 5436876 6314269 1.00000 true GROUP INSURANCE SERVICE CENTER INC 20 WINTER STREET 1 PEMBROKE MA 02359 043271304 3RD PARTY ADM MA UBI C CORP 2086053 1740532 1.00000 true GISC INSurance AGENCY INC 20 WINTER STREET 1 PEMBROKE MA 02359 043273688 INSURANCE AGENCY MA UBI C CORP 2602956 1975601 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 94776 CASH FALLON HEALTH & LIFE ASSURANCE CO INC B 4000000 CASH FALLON TOTAL CARE INC c 13000000 CASH FALLON HEALTH WEINBERG INC B 4400000 CASH ULTRABENEFITS INC G 171332 CASH FALLON HEALTH WEINBERG INC L 1142910 CASH ULTRABENEFITS INC L 120000 CASH ULTRABENEFITS INC M 209049 CASH FALLON HEALTH & LIFE ASSURANCE CO INC N 2984484 CASH FALLON HEALTH & LIFE ASSURANCE CO INC o 6765377 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.