2017-11-14T12:44:54-06:00 2016-12-31 PricewaterhouseCoopers LLP 101 SEAPORT BOULEVARD BOSTON MA 02210 990 2016-01-01 237442369 FALLON COMMUNITY HEALTH PLAN % KEVIN GROZIO FALL 5087992100 10 Chestnut Street Worcester MA 01608 KEVIN GROZIO CFO 5087992100 2017-11-14 true ERIN COUTURE P01390592 6175305000 155.201.188.2 04363820173185000009 2017-11-14 P 004CE9C641D993D67005B0382213B8CCFA405266 00C87E99527E2332A8997F658CF042F3B5F40496 2016 2017-02-10 21:41:12Z RICHARD P BURKE 10 Chestnut Street Worcester MA 01608 1346926715 false X www.fchp.org X 1975 MA SEE SCHEDULE O 10 8 1274 230 -2421 -8145 152837 154942 1095881328 1148972862 10883851 6728232 -15469457 1130550 1091448559 1156986586 943108 786632 964201282 1044861258 83031972 82022323 0 0 0 50034611 49411828 1098210973 1177082041 -6762414 -20095455 390921976 373352982 199328411 196129314 191593565 177223668 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 416601671 0 438163158 SEE SCHEDULE O 628259583 0 710809704 SEE SCHEDULE O 10211606 786632 0 SEE SCHEDULE O 1055072860 true true false true false false false false false false true false false true 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 5969 0 true 1274 true true true false false false false true true false false false false X 10 8 true false true 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 28500 0 0 Lynda M Young MD Vice Chair 4.0 0.25 X 25000 0 0 Richard P Burke PRESIDENT & CEO 45.0 5.0 X X 503977 0 205302 FREDERICK MISILO ESQ CLERK 3.0 0.5 X 26000 0 0 Joseph N Stolberg Director 2.0 0.0 X 23500 0 0 Ann K Tripp TREASURER 2.0 0.25 X 25500 0 0 KARIN LANDRY DIRECTOR 2.0 0.0 X 23000 0 0 JAMES BUONOMO DIRECTOR 2.0 0.0 X 22000 0 0 B JOHN DILL DIRECTOR 2.0 0.5 X 25500 0 0 W THOMAS SPENCER DIRECTOR 2.0 0.0 X 24000 0 0 R Scott Walker EVP, Chief Financial Officer 46.0 4.0 X 411249 0 81613 David Przesiek SVP, CHIEF SALES OFFICER 42.0 8.0 X 302061 0 98510 JAMES GENTILE CHIEF COMPLIANCE OFF EFF 10/16 50.0 0.0 X 186212 0 33338 CHRISTINE CASSIDY SVP, CHIEF COMM. OFFICER 49.5 0.5 X 234198 0 67461 FRANK BARRESI SVP, CIO, ENDED 3/16 50.0 0.0 X 315501 0 8783 EMILY WEST SVP, CHIEF OPERATING OFFICER 50.0 0.0 X 240216 0 67696 JILL LEBOW SVP, CHIEF HR OFFICER 50.0 0.0 X 240906 0 71626 THOMAS EBERT EVP, CHIEF MEDICAL OFFICER 48.0 2.0 X 342050 0 93581 Eric Hall VP, Network DEVELOPMENT MGMT. 50.0 0.0 X 240621 0 64698 KRISTINE BOSTEK VP, SENIOR CARE SERVICES 50.0 0.0 X 219277 0 36091 Kevin McGovern VP, Treasurer & CAPITAL MGMT. 50.0 0.0 X 229854 0 60567 Janis Liepins VP, PRODUCT MANAGEMENT 50.0 0.0 X 240806 0 60488 Kevin Grozio VP, Underwriting & Actuarial 50.0 0.0 X 276854 0 75912 MICHAEL NICKEY EXEC. DIRECTOR, FTC & MH 40.0 12.0 X 214257 0 42195 Glenn Randall MD Physician 50.0 0.0 X 288867 0 46794 David Wilner MD VP & Medical Director 50.0 0.0 X 312434 0 34592 ELIZABETH HELENIUS VP, SALES 50.0 0.0 X 253769 0 61984 PARAM SINGH ASSOCIATE MEDICAL DIRECTOR 50.0 0.0 X 244646 0 39330 RONALD VALLARIO PACE ASSOCIATE MEDICAL DIR. 50.0 0.0 X 226708 0 52379 W Patrick Hughes FORMER President & CEO 0.0 0.0 X 510122 0 16914 6257585 0 1319854 200 true true false UMASS MEMORIAL MEDICAL CENTER 55 N LAKE AVENUE WORCESTER MA 01655 HOSPITAL SERVICES 105041669 VHS ACQUISITION SUBSIDIARY 123 SUMMER STREET WORCESTER MA 01608 HOSPITAL SERVICES 67078165 RELIANT MEDICAL GROUP 630 PLANTATION STREET WORCESTER MA 01605 MEDICAL SERVICES 55718906 BEACON HEALTH STRATEGIES LLC 200 STATE STREET BOSTON MA 02109 MENTAL HEALTH SVC. 31032067 UMASS MEMORIAL MEDICAL GROUP INC 55 N LAKE AVENUE WORCESTER MA 01655 MEDICAL SERVICES 21662430 684 154942 0 472 154942 PREMIUM-COMMERCIAL 524114 438163158 438163158 PREMIUM-GOVERNMENTAL 524114 710809704 710809704 1148972862 7171190 7171190 0 0 180662 180662 0 0 0 189235449 189547447 130960 -311998 -130960 -442958 -442958 69310 154942 81060 -11750 -11750 0 0 0 0 0 0 SUBSIDIARY LOSS 524298 -510381 -510381 MINORITY INTEREST 900099 1655102 1655102 HOME STAFF 900099 -2421 -2421 1142300 1156986586 1148972862 -2421 7861203 786632 786632 0 0 1044861258 1044861258 5488899 5488899 626692 626692 60118771 168403 59950368 2182599 2182599 8191712 3552 8188160 5413650 5413650 0 1535157 1535157 253284 253284 184152 184152 0 867012 867012 5088735 5088735 2279557 2279557 5035294 5035294 7507038 7507038 0 4118688 4118688 34435 34435 0 57351 57351 100755 100755 0 11824026 11824026 641281 641281 ACA TAXES 7096435 7096435 TRANSITIONAL REINSURANCE 1972428 1972428 DUES/SUBSCRIPTIONS 717588 717588 RECRUITING EXPENSE 98612 98612 1177082041 1055072860 122009181 0 0 0 6012408 17443203 0 0 21960195 33959834 0 0 0 0 0 0 0 0 1887492 2707349 83056606 61064047 31576221 21992559 311809661 276900190 0 0 0 0 0 0 17675999 20349847 390921976 373352982 191586942 186038416 0 0 7741469 10090898 0 0 0 0 0 0 0 0 0 0 0 0 199328411 196129314 X 191593565 177223668 0 0 0 0 191593565 177223668 390921976 373352982 X -20095455 7380660 -1655102 X false true X true false X 158338 137023 138959 152837 154942 742099 1107494266 1195287317 1103492602 1095860043 1148972862 5651107090 0 0 0 1107652604 1195424340 1103631561 1096012880 1149127804 5651849189 2214255 2285754 2255901 2252979 1518073 10526962 68710847 70563830 89388243 114480023 105812855 448955798 70925102 72849584 91644144 116733002 107330928 459482760 5192366429 9289583 8084103 10765394 9160018 7351852 44650950 0 9289583 8084103 10765394 9160018 7351852 44650950 0 62895 64270 58863 69310 255338 1116942187 1203571338 1114461225 1105231761 1156548966 5696755477 0.91146 0.91820 0.00784 0.00858 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 257869 false false 257869 false Direct Lobbying Expense FORM 990, SCHEDULE C, PART IV SUPPLEMENTAL INFORMATION: FCHP PAID A TOTAL OF $257,869 LOBBYING EXPENSES AS FOLLOWS: AHIP DUES (AMERICA'S HEALTH INS. PLANS) 50,666 MAHP DUES (MASS ASSOC OF HEALTH PLANS) 82,762 NATIONAL PACE ASSOCIATION 2,724 SPILLANE & SPILLANE, LLP 48,000 ----------- SUBTOTAL NON-EMPLOYEES $184,152 STAFF SALARIES ASSOCIATED WITH LOBBYING 73,717 ------------ TOTAL OF ALL LOBBYING EXPENSES PAID $257,869 KEY LEGISLATIVE AND REGULATORY ISSUES IN 2016: AMERICAS 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 2016, 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 -RATING FACTORS -RISK ADJUSTMENT -RISK CORRIDORS -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 4222237 2980945 1241291 8288810 6744066 1544745 70545559 51339036 19206523 21992559 INVESTMENT IN HOMESTAFF 1437861 INVESTMENT IN FTC 13434637 INVESTMENT IN FHW 5477349 20349847 1221402000 67118547 67118547 1154283453 867012 1836121 2703133 1156986586 1243153000 67118990 67118990 1176034010 867012 181019 1048031 1177082041 SCHEDULE D, PART XI, LINE 2D: SUBSIDIARY ACTIVITIES & ELIMINATIONS (67,118,935) FINANCIAL STATEMENT ROUNDING 388 ---------------- TOTAL (67,118,547) SCHEDULE D, PART XI, LINE 4B: CONTRIBUTION INCOME RC 154,942 NET LOSS, FROM FUNDRAISING ACTIVITIES (11,750) LINE OF CREDIT INTEREST EXPENSE 37,827 NON CONTROLLING INTEREST, BELOW LINE ON FS 1,655,102 ---------------- TOTAL 1,836,121 SCHEDULE D, PART XII, LINE 2D: SUBSIDIARY ACTIVITIES & ELIMINATIONS (67,118,935) FINANCIAL STATEMENT ROUNDING (55) ----------------- TOTAL (67,118,990) SCHEDULE D, PART XII, LINE 4B: CONTRIBUTION INCOME RC TO REVENUE 154,942 NET LOSS, FROM FUNDRAISING, RC TO REVENUE (11,750) LINE OF CREDIT INTEREST EXPENSE 37,827 ----------------- TOTAL 181,019 GOLF EVENT 224252 154942 69310 422 28940 20115 505 31078 0 224252 154942 69310 422 28940 20115 505 31078 81060 -11750 true Worcester Regional Chamber of Commerce 446 Main St Worcester MA 01608 041988780 501(c)(6) 29000 GENERAL SUPPORT GENERAL SUPPORT Reliant Medical Group FOUNDATION 100 Front St 14th fl Worcester MA 01608 222912515 501(c)(3) 15817 GENERAL SUPPORT Old Sturbridge VillAGE 1 Old Sturbridge Rd Sturbridge MA 01566 042104809 501(c)(3) 11600 GENERAL SUPPORT Hanover Theatre 2 Southbridge Street Worcester MA 01608 050521735 501(c)(3) 18200 GENERAL SUPPORT Worcester Hibernian Cultural Centre 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) 16566 GENERAL SUPPORT United Way of Central MA 484 Main Street Worcester MA 01608 042104017 501(C)(3) 70291 GENERAL SUPPORT Harrington Memorial Hospital 12 MILL ST Southbridge MA 01550 042103577 501(C)(3) 25000 GENERAL SUPPORT March of Dimes 112 Tpke Rd Ste 102 Westborough MA 01581 131846366 501(C)(3) 5250 GENERAL SUPPORT UMASS MEDICAL SCHOOL 333 SOUTH ST SHREWSBURY MA 01545 043108190 501(c)(3) 20000 GENERAL SUPPORT NEW ENGLAND PUBLIC RADIO FOUNDATION 1525 Main Street SPRINGFIELD MA 01103 046130523 501(C)(3) 10000 GENERAL SUPPORT WORCESTER PUBLIC LIBRARY FOUNDATION 3 Salem Square WORCESTER MA 01608 200066770 501(C)(3) 11000 GENERAL SUPPORT CITY OF WORCESTER 20 IRVING ST WORCESTER MA 01608 046001418 501(C)(3) 10558 GENERAL SUPPORT YOUTH OPPORTUNITIES UPHELD INC 81 Plantation St WORCESTER MA 01604 237112665 501(C)(3) 7500 GENERAL SUPPORT UTEC INC 15 Warren Street 13 Lowell MA 01852 383669532 501(C)(3) 10000 GENERAL SUPPORT CHILDRENS FRIEND INC 21 Cedar Street WORCESTER MA 01609 042105856 501(C)(3) 25000 GENERAL SUPPORT HOPE COALITION C/O UMASS MEMORIAL MEDICAL CENTER 55 LAKE AVE WORCESTER MA 01655 043358564 501(C)(3) 17500 GENERAL SUPPORT JESSE BURKETT LITTLE LEAGUE POBox 20790 Worcester MA 01602 900042651 501(C)(3) 15125 GENERAL SUPPORT Venture Community Services Inc 1 Picker Road Sturbridge MA 01566 042593315 501(C)(3) 12500 GENERAL SUPPORT Girls Inc Of Worcester 125 Providence Street WORCESTER MA 01604 042123666 501(C)(3) 12400 GENERAL SUPPORT Bottom Line - Worcester 500 Armory Street BOSTON MA 02130 043351427 501(C)(3) 12500 GENERAL SUPPORT Worcester Regional Research Bureau 500 Salisbury Street WORCESTER MA 01609 042901298 501(C)(3) 11500 GENERAL SUPPORT Working for Worcester 1 College Street WORCESTER MA 01610 300707429 501(C)(3) 10000 GENERAL SUPPORT COMMUNITY TEAMWORK INC 155 Merrimack Street LOWELL MA 01852 042382027 501(C)(3) 10000 GENERAL SUPPORT Dana Farber Cancer Institute PO Box 839 EAST DENNIS MA 10000 042263040 501(C)(3) 10000 GENERAL SUPPORT Discover Central MA 446 Main Street WORCESTER MA 01608 474881059 501(C)(3) 10000 GENERAL SUPPORT Springfield Day Nursery 1095 Main Street springfield MA 01103 042103855 501(C)(3) 10000 GENERAL SUPPORT Saint John Paul II Parish Food 263 Hamilton St SOUTHBRIDGE MA 01550 530196617 501(C)(3) 9500 GENERAL SUPPORT United Way Of Tri-County 46 Park Street FRAMINGHAM MA 01702 042104231 501(C)(3) 7500 GENERAL SUPPORT MAB Community Services 200 Ivy Street BROOKLINE MA 02740 042109859 501(C)(3) 7500 GENERAL SUPPORT FOOD BANK OF WESTERN MA 97 North Hatfield Road HATFIELD MA 01038 042751023 501(C)(3) 7500 GENERAL SUPPORT HEALTHCARE OPTIONS INC 10 EMORY ST ATTLEBORO MA 02703 222543620 501(C)(3) 7500 GENERAL SUPPORT SAMARITANS INC 41 WEST ST BOSTON MA 02111 042643466 501(C)(3) 7500 GENERAL SUPPORT LOWELL GENERAL HOSPITAL 295 Varnum Avenue LOWELL MA 01854 042103590 501(C)(3) 7500 GENERAL SUPPORT TOWN OF AUBURN 14 CENTRAL ST AUBURN MA 01501 046001076 115 5200 GENERAL SUPPORT 33 2 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 W Patrick Hughes FORMER President & CEO 0 0 0 510122 0 0 0 16914 0 527036 0 0 0 Richard P Burke PRESIDENT & CEO 470135 0 0 0 33842 0 179425 0 25877 0 709279 0 6520 0 R Scott Walker EVP, Chief Financial Officer 368432 0 25000 0 17817 0 57380 0 24233 0 492862 0 5543 0 David Przesiek SVP, CHIEF SALES OFFICER 291801 0 0 0 10260 0 72633 0 25877 0 400571 0 2891 0 JAMES GENTILE CHIEF COMPLIANCE OFF EFF 10/16 184127 0 0 0 2085 0 23826 0 9512 0 219550 0 0 0 Eric Hall VP, Network DEVELOPMENT MGMT. 232047 0 4672 0 3902 0 39509 0 25189 0 305319 0 0 0 KRISTINE BOSTEK VP, SENIOR CARE SERVICES 214066 0 0 0 5211 0 10224 0 25867 0 255368 0 0 0 Kevin McGovern VP, Treasurer & CAPITAL MGMT. 222957 0 0 0 6897 0 41050 0 19517 0 290421 0 0 0 Janis Liepins VP, PRODUCT MANAGEMENT 238384 0 0 0 2422 0 43571 0 16917 0 301294 0 0 0 Glenn Randall MD Physician 285303 0 0 0 3564 0 23970 0 22824 0 335661 0 0 0 David Wilner MD VP & Medical Director 302943 0 0 0 9491 0 11925 0 22667 0 347026 0 0 0 Kevin Grozio VP, Underwriting & Actuarial 270785 0 0 0 6069 0 50035 0 25877 0 352766 0 0 0 CHRISTINE CASSIDY SVP, CHIEF COMM. OFFICER 224901 0 0 0 9297 0 47612 0 19849 0 301659 0 2220 0 FRANK BARRESI SVP, CIO, ENDED 3/16 61923 0 0 0 253578 0 3848 0 4935 0 324284 0 0 0 ELIZABETH HELENIUS VP, SALES 179603 0 69768 0 4398 0 39505 0 22479 0 315753 0 14179 0 EMILY WEST SVP, CHIEF OPERATING OFFICER 229437 0 0 0 10779 0 49309 0 18387 0 307912 0 2300 0 JILL LEBOW SVP, CHIEF HR OFFICER 233057 0 0 0 7849 0 49725 0 21901 0 312532 0 2350 0 THOMAS EBERT EVP, CHIEF MEDICAL OFFICER 320265 0 0 0 21785 0 72020 0 21561 0 435631 0 4875 0 MICHAEL NICKEY EXEC. DIRECTOR, FTC & MH 193617 0 20000 0 640 0 21774 0 20421 0 256452 0 0 0 PARAM SINGH ASSOCIATE MEDICAL DIRECTOR 230492 0 0 0 14154 0 21913 0 17417 0 283976 0 0 0 RONALD VALLARIO PACE ASSOCIATE MEDICAL DIR. 218720 0 4424 0 3564 0 25733 0 26646 0 279087 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 CFO, 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. AN OFFICER RECEIVED OUTPLACEMENT SERVICES IN CONNECTION WITH HIS DEPARTURE. THE VALUE OF THESE SERVICES WERE TREATED AS NON-TAXABLE TO THE OFFICER. PART I, LINE 4A SEVERANCE PAYMENT FCHP PAID SEVERANCE PAYMENTS TO THE FOLLOWING INDIVIDUALS: W. PATRICK HUGHES, FORMER PRESIDENT & CEO, WAS PAID $510,122 IN 2016 FOR the remaining PAYMENT OF THE FULL YEAR SEVERANCE THAT WAS TO START IN NOVEMBER 2015 AND END IN OCTOBER 2016. Frank Barresi, SVP, CHIEF Information OFFICER, WAS PAID nine months severance in 2016 for a total of $231,132, which is included in Schedule J, Part II, Column B(iii). The one year severance payment began in March 2016 and will end in March 2017. 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 a Senior Vice President. In addition, contributions may be made on behalf of an employee who is designated as eligible for a plan year 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 plan 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 and a denominator equal to 12. If a Participant who 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 Cause, including involuntary Separation from Service for a reason other than Cause following a Change in Control. IN 2016, 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 $31,520 $100,000 THOMAS EBERT $14,727 $39,410 DAVID PRZESIEK $8,818 $23,708 R. SCOTT WALKER $16,907 $45,455 JILL LEBOW $7,109 $19,035 EMILY WEST $7,015 $18,860 CHRISTINE CASSIDY $6,775 $18,220 JAMES GENTILE $1,075 $4,300 ERIC HALL $2,460 $9,840 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 EMPLOYMENT CONTRACTs WITH Eric Hall on July 11, 2016, and Jim Gentile on October 4, 2016. THE TERMS OF their CONTRACTs INCLUDE BASE SALARY, INCENTIVE PROGRAM, RESTRICTED ACTIVITIES, CONFIDENTIALITY, AND SEVERANCE PROVISION. ADCARE HOSPITAL OWNERSHIP BY DIRECTOR 1581236 SEE PART V false FAMILY MEMBER OF KEY EMPLOYEE EMPLOYEE 99636 SEE PART V false FAMILY MEMBER OF OFFICER EMPLOYEE 50529 SEE PART V false SUBSTANTIAL CONTRIBUTOR SUBSTANTIAL CONTRIBUTOR 1556916 SEE PART V false BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS (1) NAME: ADCARE HOSPITAL RELATIONSHIP: ENTITY OWNED BY FCHP DIRECTOR, DAVID W. HILLIS, AND FAMILY MEMBERS. MR. HILLIS IS CHAIRMAN, CEO AND HOLDS MAJORITY INTEREST IN ADCARE HOSPITAL OF WORCESTER, INC., A SUBSTANCE ABUSE HOSPITAL THAT PROVIDES HEALTH CARE SERVICES TO FCHP PLAN MEMBERS. MR. HILLIS ALSO HAS FAMILY MEMBERS WHO HOLD OWNERSHIP IN ADCARE HOSPITAL. FCHP PAID $63,163 TO ADCARE FOR SERVICES. ADCARE PAID $1,518,073 TO FCHP FOR HEALTH INSURANCE PREMIUMS. (2) NAME: LAURIE MCGOVERN RELATIONSHIP: FCHP EMPLOYEE WHO IS A FAMILY MEMBER OF AN FCHP KEY EMPLOYEE, KEVIN MCGOVERN. FCHP PAID COMPENSATION TOTALING $99,636 TO THE FAMILY MEMBER IN 2016. (3) NAME: JUNE COMTOIS RELATIONSHIP: FCHP EMPLOYEE WHO IS A FAMILY MEMBER OF AN FCHP OFFICER, JILL LEBOW. FCHP PAID COMPENSATION TOTALING $50,529 TO THE FAMILY MEMBER IN 2016. (4) RELATIONSHIP: SUBSTANTIAL CONTRIBUTOR THE COMPANY PROVIDES PROFESSIONAL AND CONSULTING SERVICES TO FCHP. FCHP PAID THE FIRM $1,556,916 IN 2016. 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 is the only health care services organization in Massachusetts to offer a full range of commercial health insurance products, along with most government-sponsored programs. 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. 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 36.4% of Fallons business and covers all counties in Massachusetts with the exception of Barnstable, Duke and Nantucket. Regardless of how they get their coverage, members of Fallons 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. Theyre available to members of all Fallon plans (with the exception of our Summit ElderCare participants, who have separate care teams to provide similar services). Fallons approach emphasizes the importance of careful coordination of resources for people with these types of conditions. Our participating members have fewer and shorter hospital stays - while nationally these rates are increasing. We have found that the money spent on outpatient care management programs in turn saves more money in health care expenditures. Most importantly, our members quality of life improves. 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 HEALTH 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 32.8% of Fallons 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 and a Medicare Advantage Special Needs Plan (HMO SNP) 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 Fallons government programs: - The Fallon 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). Fallons plan, Fallon Senior Plan, has served as a national model for other health care programs for the elderly. - Only plans that have received the states 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 cant 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 four funding priorities drove giving in 2016: - "AT-RISK"PROVEN-RISK" YOUTH - improved access to nutrition and/or physical activity - HEALTH AND SOCIAL SERVICES FOR SENIORS - INDIVIDUALS WITH BEHAVIORAL/MENTAL HEALTH ISSUES In 2016, Fallon Health provided $1,209,490 in charitable resources throughout Massachusetts. More than $751,101 of this giving was in grants, direct expenses, leveraged expenses, staff and volunteer time. We also supported other philanthropic initiatives totaling approximately $304,744 in community sponsorships. We personally visited the organizations who serve our most vulnerable citizens to distribute funds and learn more about the regions 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 Healths corporate identity for 39 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 7,337 HOURS OF THEIR TIME IN 2016 - 1,777 HOURS WERE FOR FALLON INITIATIVES. Examples of giving include: - IN 2016, WE PARTNERED WITH THE WORCESTER PUBLIC SCHOOLS TO SUPPORT THEIR MASSACHUSETTS College Access Celebration day (MCAC), providing volunteers to assist high school seniors in navigating the process of applying to college. - OUR EMPLOYEES SIT ON NUMEROUS BOARDS AND COMMITTEES THROUGHOUT THE STATE, including The 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. - FALLON EMPLOYEES VOLUNTEER AT EVENTS THAT BRING THE COMMUNITY TOGETHER IN healthy ways including Worcesters Independence Day Celebration, WORCESTER'S ST. PATRICK'S DAY PARADE AND THE CANAL DIGGERS 5K - ALL OF WHICH FALLON SPONSORS. - WE DONATE TO AND PARTICIPATE IN VARIOUS CHARITY WALKS INCLUDING THE CENTRAL MA Heart Walk, the March for Babies: March of Dimes, Walk for the Homeless and Step Out: Walk to Stop Diabetes. In addition, Fallon made in-kind donations to extend our resources including the following: * CONSULTING * EMPLOYEE DRIVES FOR BACK-TO-SCHOOL, FOOD AND CLOTHING * GENTLY-USED COMPUTERS * MEETING SPACE AT THE FALLON INFORMATION CENTER IN SHREWSBURY * 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 2016, we reached 7,525 people in Massachusetts. Many of our programs were held at no cost at the Fallon Information Center in White City Shopping Plaza in Shrewsbury which include smoking cessation and stress management. Everyone in the community was welcome to attend including those who are not Fallon Health members. 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 NETWORK & HOSPICE. THE FOLLOWING FCHP OFFICERS SERVED ON THE HOME STAFF BOARD OF DIRECTORS DURING 2016: 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 2016: DAVID HILLIS, LYNDA YOUNG, ANN TRIPP, FREDERICK MISILO, B. JOHN DILL, AND R. SCOTT WALKER. 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 2016: 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 2015: RICHARD P. BURKE, DAVID PRZESIEK, AND R. SCOTT WALKER. PART VI, LINE 4 On April 28, 2016, the FCHP Board of Directors unanimously voted to amend the FCHP Bylaws to include, among other things, additional language that would require a super majority or two-thirds vote of the Board members to approve certain proposed consequential actions by FCHP or FCHPs affiliates. Examples of such actions requiring a super majority vote include FCHPs or FCHPs affiliates sale of all or substantially all its assets, or such entitys sale of an operating division or product line, and acquisitions of or by FCHP or one of its affiliated companies. Additionally, the Board vote included approval of an expanded description in the Bylaws of the Governance and Nominating Committee responsibilities as well as the inclusion of descriptions of the Finance and Audit and Compliance committees. 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 ensuring 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 2016, 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 2016, 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 2016. 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 $(530,509) NONCONTROLLING INTEREST ENDING $(1,124,593) ---------------- CHANGE IN NONCONTROLLING INTEREST $(1,655,102) FCHP OWNS 70% OF FHW, AND USES 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) 11A fchp true FALLON TOTAL CARE INC 10 CHESTNUT STREET WORCESTER MA 01608 455591420 HEALTH CARE MA 501(C)(3) 9 FCHP true FALLON HEALTH WEINBERG INC 2700 NORTH FOREST RD GETZVILLE NY 14068 161580245 HEALTH CARE NY 501(C)(3) 9 FCHP true FALLON HEALTH & LIFE ASSURANCE COMPANY 10 CHESTNUT STREET WORCESTER MA 01608 043169246 HLTH & LIFE MA FCHP C CORP 40648864 30663600 1.00000 true ULTRABENEFITS INC 29 EAST MOUNTAIN STREET WORCESTER MA 01606 043525752 3RD PARTY ADM MA FHLAC C CORP 4656678 5586363 1.00000 true GROUP INSURANCE SERVICE CENTER INC 20 WINTER STREET 1 PEMBROKE MA 02359 043271304 3RD PARTY ADM MA UBI C CORP 1848599 1491890 1.00000 true GISC INSurance AGENCY INC 20 WINTER STREET 1 PEMBROKE MA 02359 043273688 INSURANCE AGEncy MA UBI C CORP 2135363 1417036 1.00000 true true true false true false false true false false true false true true true true false false false false ULTRABENEFITS INC A,J 92502 CASH FALLON HEALTH & LIFE ASSURANCE CO INC B 800000 CASH FALLON TOTAL CARE INC B 2050000 CASH FALLON HEALTH WEINBERG INC B 3626000 CASH ULTRABENEFITS INC G 137032 CASH FALLON HEALTH WEINBERG INC L 602819 CASH ULTRABENEFITS INC L 120000 CASH ULTRABENEFITS INC M 157943 CASH FALLON HEALTH & LIFE ASSURANCE CO INC N 3825549 CASH FALLON HEALTH & LIFE ASSURANCE CO INC o 6141051 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.