2016-11-14T13:26:21-06:00 2015-12-31 PricewaterhouseCoopers LLP 101 SEAPORT BOULEVARD BOSTON MA 02210 990 2015-01-01 237442369 FALLON COMMUNITY HEALTH PLAN % R SCOTT WALKER FALL 5087992100 10 Chestnut Street Worcester MA 01608 R SCOTT WALKER CFO 5087992100 2016-11-14 true ERIN COUTURE P01390592 6175305000 2015 2017-02-10 21:41:12Z RICHARD P BURKE 10 Chestnut Street Worcester MA 01608 1298730557 false X www.fchp.org X 1975 MA SEE SCHEDULE O 10 7 1355 174 19142 -4350 138959 152837 1103651702 1095881328 14793347 10883851 -22753834 -15469457 1095830174 1091448559 850620 943108 952355355 964201282 86217217 83031972 0 0 0 52853933 50034611 1092277125 1098210973 3553049 -6762414 426331585 390921976 210179455 199328411 216152130 191593565 X FALLON COMMUNITY HEALTH PLAN'S MISSION IS MAKING OUR COMMUNITIES HEALTHY. FCHP IS COMMITTED TO IMPROVING THE HEALTH AND WELLNESS OF OUR COMMUNITIES THROUGH THE DELIVERY OF HIGH QUALITY, AFFORDABLE CARE. false false 975980213 943108 1095881328 SEE SCHEDULE O 975980213 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 false false false true 5003 0 true 1355 true true true false false false false true true false false false false X 10 7 true false false false false false false true true false false true true true true true true true true false MA X X R SCOTT WALKER 5087992100 10 CHESTNUT STREET WORCESTER MA 01608 X David W Hillis Chairman 7.0 1.0 X 34500 0 0 Lynda M Young MD Vice Chair 4.0 0.5 X 24000 0 0 W Patrick Hughes President & CEO, ENDED 10/15 49.0 1.0 X X 752292 0 31914 Richard P Burke INTERIM PRES. & CEO, EFF. 9/15 50.0 7.0 X X 448049 0 64782 FREDERICK MISILO ESQ CLERK 4.0 0.5 X 18000 0 0 Joseph N Stolberg Director 4.0 0.0 X 26500 0 0 Ann K Tripp TREASURER 2.0 0.2 X 32000 0 0 KARIN LANDRY DIRECTOR 2.0 0.0 X 21500 0 0 JAMES BUONOMO DIRECTOR 4.0 0.0 X 23500 0 0 B JOHN DILL DIRECTOR 4.0 0.5 X 25500 0 0 W THOMAS SPENCER DIRECTOR 2.0 0.0 X 25500 0 0 LINDA ST JOHN Chief HR Officer, ENDED 6/15 50.0 0.0 X 145729 0 11625 R Scott Walker EVP, Chief Financial Officer 40.0 8.0 X 458106 0 59331 David Przesiek SVP, CHIEF SALES OFFICER 48.0 2.0 X 332637 0 42808 Mary Ritter EVP, COO, ENDED 2/15 50.0 0.0 X 185030 0 4326 SARIKA AGGARWAL MD EVP, CMO, ENDED 9/15 50.0 5.0 X 320111 0 36904 CHRISTINE CASSIDY CHIEF COMM. OFFICER 50.0 1.0 X 252703 0 39241 FRANK BARRESI SVP, CHIEF INFORMATION OFFICER 50.0 0.0 X 328292 0 45090 EMILY WEST SVP, COO, EFFECTIVE 2/15 50.0 0.0 X 267443 0 37528 JILL LEBOW SVP, CHRO, EFFECTIVE 10/15 50.0 0.0 X 102846 0 20936 SCOTT BEAIRD INTERIM CHRO, ENDED 10/15 50.0 0.0 X 191516 0 16957 THOMAS EBERT EVP, CMO, EFFECTIVE 11/15 50.0 0.0 X 36400 0 20129 Todd Bailey VP, SR. CARE SVC, ENDED 7/15 50.0 0.0 X 220262 0 23305 Eric Hall VP, Network Development & Mgmt 50.0 0.0 X 284300 0 35068 KRISTINE BOSTEK VP, SR. CARE SVC, EFF. 7/15 50.0 0.0 X 233326 0 35756 Kevin McGovern VP, Treasurer & CAPITAL MGMT. 50.0 0.0 X 279371 0 29927 Janis Liepins VP, PRODUCT MANAGEMENT 50.0 0.0 X 291620 0 27605 Kevin Grozio VP, Underwriting & Actuarial 50.0 0.0 X 325006 0 37702 MICHAEL NICKEY EXEC DIR. FTC & MH 40.0 10.0 X 228022 0 26093 Glenn Randall MD Physician 50.0 0.0 X 257737 0 33216 David Wilner MD VP & Medical Director 50.0 0.0 X 371525 0 35392 ANTHONY PETISCE VP, IT OPERATIONS 50.0 0.0 X 256288 0 23130 ELIZABETH HELENIUS VP, SALES 50.0 0.0 X 249843 0 46872 ERIK HONG VP, BUSINESS SOLUTIONS DELVERY 50.0 0.0 X 252406 0 32454 7301860 0 818091 228 false true false UMASS MEMORIAL MEDICAL CENTER 306 BELMONT ST WORCESTER MA 01604 HOSPITAL SERVICES 93198718 VHS ACQUISITION SUBSIDIARY P O BOX 3385 BOSTON MA 02241 HOSPITAL SERVICES 65467061 RELIANT MEDICAL GROUP 630 PLANTATION STREET WORCESTER MA 01605 MEDICAL SERVICES 64258893 BEACON HEALTH STRATEGIES LLC 200 STATE ST SUITE 302 BOSTON MA 02109 MENTAL HEALTH SVC. 29451103 UMASS MEMORIAL MEDICAL GROUP INC 306 BELMONT ST WORCESTER MA 01604 MEDICAL SERVICES 20734611 679 152837 0 50 152837 PREMIUM 524114 1095860043 1095860043 INOVA ASO PROCESSING INCOME 524298 21285 21285 1095881328 8981631 8981631 0 0 178387 178387 0 0 0 208939450 207037230 1902220 1902220 1902220 58863 152837 66381 -7518 -7518 0 0 SUBSIDIARY LOSS 524298 -15981306 -15981306 MINORITY INTEREST 900099 521510 521510 HOME STAFF 900099 -2143 -2143 -15461939 1091448559 1095860043 19142 -4583463 943108 943108 0 0 964201282 964201282 6561088 6561088 101075 101075 59570310 173282 59397028 2526144 2526144 8705203 43294 8661909 5568152 5568152 0 1073685 1073685 882577 882577 232787 232787 0 976106 976106 5236383 5236383 3290194 3290194 5401859 5401859 5482923 5482923 0 3772489 3772489 134292 134292 0 219467 219467 171375 171375 0 11229163 11229163 643164 643164 ACA TAXES 6551750 6551750 TRANSITIONAL REINSURANCE 3834710 3834710 DUES/SUBSCRIPTIONS 702016 702016 RECRUITING EXPENSE 199671 199671 1098210973 975980213 122230760 0 0 0 7978499 6012408 0 0 12948528 21960195 0 0 0 0 0 0 0 0 1378216 1887492 82960702 51384481 38795719 31576221 366475931 311809661 0 0 0 0 0 0 -1245308 17675999 426331585 390921976 202818067 191586942 0 0 7361388 7741469 0 0 0 0 0 0 0 0 0 0 0 0 210179455 199328411 X 216152130 191593565 0 0 0 0 216152130 191593565 426331585 390921976 X -6762414 -17274641 -521510 X false true X true false X 207375 158338 137023 138959 152837 794532 1096296327 1107494266 1195287317 1103492602 1095860043 5598430555 0 0 0 1096503702 1107652604 1195424340 1103631561 1096012880 5599225087 1931238 2214255 2285754 2255901 2252979 10940127 59229698 68710847 70563830 89388243 114480023 402372641 61160936 70925102 72849584 91644144 116733002 413312768 5185912319 11179115 9289583 8084103 10765394 9160018 48478213 0 11179115 9289583 8084103 10765394 9160018 48478213 0 62895 64270 58863 186028 1107682817 1116942187 1203571338 1114461225 1105231761 5647889328 0.91820 0.92866 0.00858 0.00877 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 330959 false false 330959 false Direct Lobbying Expense FORM 990, SCHEDULE C, PART IV SUPPLEMENTAL INFORMATION: FCHP PAID A TOTAL OF $330,959 LOBBYING EXPENSES AS FOLLOWS: AHIP DUES (AMERICA'S HEALTH INS. PLANS) 48,053 ALLIANCE OF COMMUNITY HEALTH PLANS DUES 52,515 MAHP DUES (MASS ASSOC OF HEALTH PLANS) 81,495 NATIONAL PACE ASSOCIATION 2,724 SPILLANE & SPILLANE, LLP 48,000 ------------- SUBTOTAL NON-EMPLOYEES $232,787 STAFF SALARIES ASSOCIATED WITH LOBBYING 98,172 ------------- TOTAL OF ALL LOBBYING EXPENSES PAID $330,959 KEY LEGISLATIVE AND REGULATORY ISSUES IN 2015: AMERICAS HEALTH INSURANCE PLANS (AHIP) AND ALLIANCE OF COMMUNITY HEALTH PLANS (ACHP) - 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, COBRA CONTINUATION COVERAGE, 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 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, MMP/ONE CARE PROGRAM, INCREASING MCO MEMBERSHIP, CHANGING PAYMENT MODELS, AND BETTER MANAGING OF MEMBERS. DURING 2015, FCHP WORKED WITH THESE REGULATORY AGENCIES: DEPARTMENT OF PUBLIC HEALTH - EARLY INTERVENTION PROGRAM - INSURANCE COORDINATORS MEETINGS - CHANGES TO HOSPITAL GUIDELINES - OFFICE OF PATIENT PROTECTION - OPEN ENROLLMENT WAIVER REGULATIONS HEALTHCARE POLICY COMMISSION - COST TRENDS - TOTAL MEDICAL EXPENSES & RELATIVE PRICES TECHNICAL ADVISORY GROUP MEETINGS, CONSULTATIVE SESSIONS & REGULATIONS - 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 EXECUTIVE OFFICE OF HEALTH AND HUMAN SERVICES - WORKED WITH MASSHEALTH ON MANAGED CARE ORGANIZATION ISSUES, ONE CARE PROGRAM, DUAL MEDICARE/MEDICAID PROGRAMS, PACE PROGRAMS ATTORNEY GENERAL'S OFFICE - DISCUSSIONS WITH THE AG'S OFFICE ON RECOMMENDATIONS TO ADDRESS HEALTHCARE COST INCREASES AND PROVIDER CONSOLIDATIONS 4279154 2750616 1528538 7967224 6294628 1672596 70714324 42339237 28375087 31576221 1256790000 166984376 166984376 1089805624 976106 666829 1642935 1091448559 1264074000 166984452 166984452 1097089548 976106 145319 1121425 1098210973 FORM 990, SCHEDULE D, PART XI, LINE 2D: PART XI, LINE 2D: SUBSIDIARY ACTIVITIES & ELIMINATIONS (166,984,428) FINANCIAL STATEMENT ROUNDING 52 ---------------- SUBTOTAL (166,984,376) SCHEDULE D, PART XI, LINE 4B: CONTRIBUTION RECLASS FROM EXPENSE 152,837 NET LOSS, FROM FUNDRAISING ACTIVITIES (7,518) NON CONTROLLING INTEREST, BELOW LINE ON FS 521,510 ----------- SUBTOTAL 666,829 PART XII, LINE 2D: SUBSIDIARY ACTIVITIES & ELIMINATIONS (166,984,428) FINANCIAL STATEMENT ROUNDING (24) -------------- SUBTOTAL (166,984,452) CONTRA EXPENSE RECLASS TO REVENUE 152,837 NET LOSS, FROM FUNDRAISING, RECLASS TO REVENUE (7,518) ---------- SUBTOTAL 145,319 MA GOLF EVENT 211700 152837 58863 300 28740 18225 19116 0 211700 152837 58863 300 28740 18225 19116 66381 -7518 true Worcester Regional Chamber of Commerce 446 Main St Worcester MA 01608 041988780 501(c)(6) 88500 GENERAL SUPPORT Reliant Medical Group 100 Front St 14th fl Worcester MA 01608 222912515 501(c)(3) 17000 GENERAL SUPPORT YWCA OF CENTRAL MASS INC 3 Salem Square Worcester MA 01608 042105873 501(c)(3) 5960 GENERAL SUPPORT Old Sturbridge VillAGE 1 Old Sturbridge Rd Sturbridge MA 01566 042104809 501(c)(3) 12500 GENERAL SUPPORT WORCESTER COUNTY FOOD BANK INC 474 Boston Tpk Rd Shrewsbury MA 01545 043071457 501(c)(3) 6500 GENERAL SUPPORT Hanover Theatre 2 Southbridge Street Worcester MA 01608 050521735 501(c)(3) 15400 GENERAL SUPPORT Worcester Hibernian Cultural Centre PO Box 20276 Worcester MA 01602 202148447 501(c)(3) 10000 GENERAL SUPPORT BE LIKE BRIT FOUNDATION INC 66 Pullman Street worcester MA 01606 271857525 501(c)(3) 7500 GENERAL SUPPORT Boys and Girls Club of Worcester 65 Tainter Street Worcester MA 01610 042105851 501(c)(3) 12000 GENERAL SUPPORT United Way of Central MA 484 Main Street Worcester MA 01608 042104017 501(C)(3) 20750 GENERAL SUPPORT Harrington Memorial Hospital 100 South Street Southbridge MA 01550 042103577 501(C)(3) 35000 GENERAL SUPPORT March of Dimes 112 Tpke Rd Ste 102 Westborough MA 01581 131846366 501(C)(3) 10000 GENERAL SUPPORT Alternatives Unlimited 50 Douglas Road Whitinsville MA 01588 042587863 501(C)(3) 20000 GENERAL SUPPORT BECKER COLLEGE 61 Sever Street Worcester MA 01609 042108346 501(C)(3) 55000 GENERAL SUPPORT UMASS MEMORIAL MEDICAL CENTER 55 Lake Avenue North worcester MA 01655 043358564 501(c)(3) 20750 GENERAL SUPPORT WORCESTER ART MUSEUM 55 Salisbury St Worcester MA 01609 041988530 501(c)(3) 20000 GENERAL SUPPORT MARY IMMACULATE HEALTHCARE SERVICES 172 Lawrence Street Lawrence MA 01841 042857794 501(c)(3) 10000 GENERAL SUPPORT NEW ENGLAND PUBLIC RADIO FOUNDATION 131 County Cir Amherst MA 01103 046130523 501(C)(3) 10000 GENERAL SUPPORT SPRINGFIELD BOYS & GIRLS CLUB 481 Carew Street Springfield MA 01104 041858620 501(C)(3) 10000 GENERAL SUPPORT STUDENTS HELPING CHILDREN ACROSS THE BORDERS PO Box 2250 Worcester MA 01610 300707429 501(C)(3) 10000 GENERAL SUPPORT NEW ENGLAND COUNCIL 98 N Washington St 201 BOSTON MA 02114 041661090 501(C)(6) 6500 GENERAL SUPPORT BOSTON TERRIERS FOOTBALL CORP PO Box 15187 BOSTON MA 02215 043400556 501(C)(3) 7500 GENERAL SUPPORT YMCA OF CENTRAL MASSACHUSETTS 766 Main Street Worcester MA 01610 042105885 501(c)(3) 25000 GENERAL SUPPORT WORCESTER PUBLIC LIBRARY FOUNDATION 3 Salem Square WORCESTER MA 01608 200066770 501(C)(3) 21000 GENERAL SUPPORT APPALACHIAN MOUNTAIN CLUB 5 Joy Street BOSTON MA 02108 046001677 501(C)(3) 16000 GENERAL SUPPORT COMMUNITY HEALTHLINK 72 Jaques Avenue WORCESTER MA 01610 042626179 501(C)(3) 15000 GENERAL SUPPORT THE BRIDGE OF CENTRAL MASS INC 4 Mann Street WORCESTER MA 01602 042701581 501(C)(3) 14500 GENERAL SUPPORT CITY OF WORCESTER 20 IRVING ST WORCESTER MA 01608 046001418 501(C)(3) 12933 GENERAL SUPPORT WAYSIDE YOUTH & FAMILY SUPPORT 1 Frederick Abbott Way FRAMINGHAM MA 01701 042630450 501(C)(3) 12500 GENERAL SUPPORT NEW ENGLAND PATRIOTS ALUMNI CLUB One Patriots Place Foxboro MA 02035 061755647 501(C)(3) 10000 GENERAL SUPPORT DOC WAYNE YOUTH SERVICES 418 Commonwealth Ave BOSTON MA 02215 274216064 501(C)(3) 10000 GENERAL SUPPORT ST PAULS CATHEDRAL 19 Chatham Street Worcester MA 01609 042106744 501(C)(3) 10000 GENERAL SUPPORT Curry College 1071 Blue Hill Avenue MILTON MA 02186 042199867 501(C)(3) 10000 GENERAL SUPPORT FATHER BILLS & MAIN SPRING 430 Belmont Street Brockton MA 02301 222538039 501(C)(3) 10000 GENERAL SUPPORT YOUTH OPPORTUNITIES UPHELD INC 81 Plantation St WORCESTER MA 01604 237112665 501(C)(3) 10000 GENERAL SUPPORT UTEC INC 15 Warren Street 13 Lowell MA 01852 383669532 501(C)(3) 10000 GENERAL SUPPORT BLESSED STEPHEN BELLESINI OSA PO Box 1021 Lawrence MA 01840 043585445 501(C)(3) 10000 GENERAL SUPPORT Central MA Regional Planning Commission 2 Washington Square WORCESTER MA 01604 042318872 501(C)(3) 7500 GENERAL SUPPORT BOSTON HEALTH CARE FOR THE HOMELESS 780 Albany Street Boston MA 02118 043160480 501(C)(3) 7500 GENERAL SUPPORT HEYWOOD MEMORIAL HOSPITAL 242 Green St GARDNER MA 01440 042103581 501(C)(3) 7250 GENERAL SUPPORT LAZARUS HOUSE 412 Hampshire ST Lawrence MA 01841 042755382 501(C)(3) 6000 GENERAL SUPPORT Associated Industries of Mass One Beacon Street 16th floor Boston MA 02108 041045830 501(C)(6) 6000 GENERAL SUPPORT FRIENDLY HOUSE INC 36 Wall Street WORCESTER MA 01609 042104239 501(C)(3) 5500 GENERAL SUPPORT D YOUVILLE LIFE AND WELLNESS COMMUNITY 981 Varnum Avenue Lowell MA 01854 912055004 501(C)(3) 5500 GENERAL SUPPORT 41 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 true true false false false false false true true true W Patrick Hughes President & CEO, ENDED 10/15 531988 0 75000 0 145304 0 11925 0 19989 0 784206 0 75000 0 Richard P Burke INTERIM PRES. & CEO, EFF. 9/15 357164 0 81678 0 9207 0 38005 0 26777 0 512831 0 31678 0 LINDA ST JOHN Chief HR Officer, ENDED 6/15 109958 0 17469 0 18302 0 6609 0 5016 0 157354 0 17469 0 R Scott Walker EVP, Chief Financial Officer 370963 0 80634 0 6509 0 34098 0 25233 0 517437 0 30634 0 David Przesiek SVP, CHIEF SALES OFFICER 296049 0 32615 0 3973 0 17032 0 25776 0 375445 0 32615 0 Mary Ritter EVP, COO, ENDED 2/15 39065 0 0 0 145965 0 1532 0 2794 0 189356 0 0 0 Todd Bailey VP, SR. CARE SVC, ENDED 7/15 150290 0 49962 0 20010 0 8406 0 14899 0 243567 0 39011 0 Eric Hall VP, Network Development & Mgmt 231752 0 46681 0 5867 0 9979 0 25089 0 319368 0 46681 0 KRISTINE BOSTEK VP, SR. CARE SVC, EFF. 7/15 200138 0 28708 0 4480 0 10129 0 25627 0 269082 0 0 0 Kevin McGovern VP, Treasurer & CAPITAL MGMT. 227700 0 40806 0 10865 0 10410 0 19517 0 309298 0 40806 0 Janis Liepins VP, PRODUCT MANAGEMENT 241920 0 42844 0 6856 0 11925 0 15680 0 319225 0 42844 0 Glenn Randall MD Physician 233326 0 16198 0 8213 0 9492 0 23724 0 290953 0 16198 0 David Wilner MD VP & Medical Director 310942 0 45393 0 15190 0 11925 0 23467 0 406917 0 45393 0 Kevin Grozio VP, Underwriting & Actuarial 273647 0 50632 0 727 0 11925 0 25777 0 362708 0 50632 0 SARIKA AGGARWAL MD EVP, CMO, ENDED 9/15 208951 0 26950 0 84210 0 11441 0 25463 0 357015 0 26950 0 CHRISTINE CASSIDY CHIEF COMM. OFFICER 224697 0 15625 0 12381 0 18330 0 20911 0 291944 0 15625 0 FRANK BARRESI SVP, CHIEF INFORMATION OFFICER 302415 0 20160 0 5717 0 23944 0 21146 0 373382 0 20160 0 ANTHONY PETISCE VP, IT OPERATIONS 219939 0 31267 0 5082 0 11116 0 12014 0 279418 0 0 0 ELIZABETH HELENIUS VP, SALES 179640 0 65872 0 4331 0 22326 0 24546 0 296715 0 23866 0 EMILY WEST SVP, COO, EFFECTIVE 2/15 225058 0 36061 0 6324 0 19191 0 18337 0 304971 0 0 0 SCOTT BEAIRD INTERIM CHRO, ENDED 10/15 151034 0 40109 0 373 0 8720 0 8237 0 208473 0 0 0 MICHAEL NICKEY EXEC DIR. FTC & MH 197879 0 29606 0 537 0 8176 0 17917 0 254115 0 25806 0 ERIK HONG VP, BUSINESS SOLUTIONS DELVERY 214010 0 33793 0 4603 0 9058 0 23396 0 284860 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. PART I, LINE 4A SEVERANCE PAYMENT FCHP PAID SEVERANCE PAYMENTS TO THE FOLLOWING INDIVIDUALS: W. PATRICK HUGHES, PRESIDENT & CEO, WAS PAID $93,785 IN 2015 FOR A PARTIAL PAYMENT OF THE FULL YEAR SEVERANCE THAT WAS TO START IN NOVEMBER 2015 AND END IN OCTOBER 2016. THE REMAINDER IS PAID IN 2016 OVER 22 BIWEEKLY PAY PERIODS. MARY RITTER, EVP, CHIEF OPERATING OFFICER, WAS PAID A LUMP SUM PAYMENT OF $136,154 FOR 24 WEEKS OF SEVERANCE PAY. 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. IN 2015, 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 $6,520 $26,080 THOMAS EBERT $4,875 $19,500 DAVID PRZESIEK $2,891 $11,565 R. SCOTT WALKER $5,543 $22,173 FRANK BARRESI $3,005 $12,019 JILL LEBOW $2,350 $9,400 EMILY WEST $2,300 $9,200 CHRISTINE CASSIDY $2,220 $8,880 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 CONTRACT WITH Emily West on February 27, 2015, Jill Lebow on October 5, 2015, and Tom Ebert on November 9, 2015. THE TERMS OF THESE CONTRACTS INCLUDE BASE SALARY, INCENTIVE PROGRAM, RESTRICTED ACTIVITIES OUTSIDE WORK, CONFIDENTIALITY, AND SEVERANCE PROVISION. ADCARE HOSPITAL OWNERSHIP BY DIRECTOR 2097846 SEE PART V false FAMILY MEMBER OF KEY EMPLOYEE EMPLOYEE 101075 SEE PART V false COLEBROOK REALTY SERVICES OWNERSHIP BY DIRECTOR 191365 SEE PART V false SUBSTANTIAL CONTRIBUTOR SUBSTANTIAL CONTRIBUTOR 948287 SEE PART V false SUBSTANTIAL CONTRIBUTOR SUBSTANTIAL CONTRIBUTOR 2593969 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 PRESIDENT, 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 $36,232 TO ADCARE FOR SERVICES. ADCARE PAID $2,061,614 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 $101,075 TO THE FAMILY MEMBER IN 2015. (3) NAME: COLEBROOK REALTY SERVICES, INC. RELATIONSHIP: B. JOHN DILL, FCHP DIRECTOR, IS PRESIDENT AND CEO OF COLEBROOK REALTY SERVICES. HE HOLDS 80% INTEREST IN THE ORGANIZATION. COLEBROOK PAID $191,365 TO FCHP FOR THE HEALTH INSURANCE IT PURCHASED FROM FCHP IN 2015. (4) RELATIONSHIP: SUBSTANTIAL CONTRIBUTOR THE COMPANY PROVIDES PROFESSIONAL AND CONSULTING SERVICES TO FCHP. FCHP PAID THE FIRM $948,287 IN 2015. (5) RELATIONSHIP: SUBSTANTIAL CONTRIBUTOR THE COMPANY PROVIDES PROFESSIONAL AND CONSULTING SERVICES TO FCHP. FCHP PAID THE FIRM $2,593,969 IN 2015. ORGANIZATION MISSION AND PROGRAM ACTIVITIES FORM 990, PART I, LINE 1 FALLON HEALTH'S MISSION IS MAKING OUR COMMUNITIES HEALTHY. FALLON HEALTH IS COMMITTED TO IMPROVING THE HEALTH AND WELLNESS OF OUR COMMUNITIES THROUGH THE DELIVERY OF HIGH QUALITY, AFFORDABLE CARE. PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4A FALLON HEALTH'S PROGRAM ACTIVITIES CONSIST OF PREPAID HEALTHCARE IN THE COMMONWEALTH OF MASSACHUSETTS. THE COVERED POPULATION AT DECEMBER 31, 2015 WAS 222,328. FALLON COMMUNITY HEALTH PLAN MADE OVER $1,463,544 AVAILABLE TO PROGRAMS THAT MAKE OUR COMMUNITIES HEALTHY. THIS WAS ACCOMPLISHED THROUGH THE DISTRIBUTION OF GRANTS, CHARITABLE DONATIONS, COMMUNITY BENEFIT PROGRAMS, FUNDRAISING EVENTS, AND EMPLOYEE VOLUNTEERISM. FALLON COMMUNITY HEALTH PLAN I. COMMUNITY BENEFITS MISSION STATEMENTS Fallon Health is committed to the vision of creating healthier lives. Since its inception in 1977, Fallon has worked to improve the quality of life and the health status of individuals by offering access to high-quality, affordable medical care and services. Fallon Health will work cooperatively with health care and community service organizations, as well as state and federal agencies, to lead the creation of innovative health care solutions, to seek healthy outcomes, and to improve access to health care services. Fallon will make resources available to community organizations as appropriate in pursuit of these goals. II. Internal oversight and management of the community benefits program In 2013, Fallons Board of Directors and its President and CEO appointed Fallon staff and community representatives to serve a three-year term on the Community Benefits Committee to oversee the continued development and implementation of the Community Benefits Program. III. Community health needs assessment: In April 2013, several appointed members of the community and Fallon management were invited to participate in a process to assess health and community needs throughout Fallons service area, and to make recommendations to Fallons CEO of potential areas of focus for future Fallon Health philanthropic efforts. The Committee was identified and appointed in January of 2013. IV. Community participation In an effort to best utilize Fallon Community Benefits funds, Fallon continually assesses the needs of the community through informal processes. In 2013 a new committee assessed our community needs. The information used in this process encompassed both statewide and county/community-specific data sets, and included, community health status reports, community needs assessments, community indicators reports, and various other data available through service organizations. V. Community Benefits Plan In 2015, Fallon invested in a new online grant-making program. Now we are able to offer a more efficient, user-friendly experience for submitting, reviewing and evaluating grant applications. We increased accessibility, awareness and promoted better engagement and understanding of our funding priorities by moving our funding programs online. VI. Progress report Activity during the reporting year: Fallon Healths community focus is at the heart of all we do and something our employees enthusiastically support. Were very unique in this regard as 95% of Fallon employees say they are willing to go the extra mile to help Fallon succeed in carrying out its mission of making our communities healthy. Through our Community Relations Department and our caring employees, we continuously look for ways to make meaningful differences in peoples lives. In 2015, Fallon Health made $1,463,544 available to programs that met the goals of Fallons Community Benefits program. This was accomplished through the distribution of more than $870,288 in support of our funding priorities, including grants, direct expenses, leveraged expenses, staff and volunteer time. We also supported other philanthropic initiatives totaling approximately $397,815 in community sponsorships. 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 and Working for Worcester. Our employees sit on numerous boards and committees throughout the state, including The United Way, YWCA, Boys and Girls Clubs and March of Dimes. Fallon employees volunteer at events that bring the community together in healthy ways including Worcesters Independence Day Celebration, Worcesters St. Patricks Day parade and THE CANAL DIGGERS 5K. WE DONATE TO - AND PARTICIPATE IN - VARIOUS CHARITY walks including the Central MA Heart Walk, Walk for the Homeless and Step Out: Walk to Stop Diabetes. Last year, we grew our holiday giving program to ensure that even more families have holiday meals and extras that bring hope for a better tomorrow. Fallon employees adopted families from the Department of Children and Families, Burncoat High School, Elm Park Community School, Quinsigamond School, South High School, Sullivan Middle School and South Worcester Neighborhood Improvement Center. We supplied families with perishable and non-perishable items (gift cards) to enjoy a complete holiday meal. Fallon also donated holiday gifts to both the Department of Children and Families and South Worcester Neighborhood Improvement Center and then helped to close the gap for Square Ones holiday giving with a $2,500 donation and a $5,000 donation to the Boys & Girls Club of Worcester. Also in 2015, Fallon updated its employee giving program, Pay it Forward, to help employees make a bigger difference in the lives of people we serve. We asked employees to nominate a nonprofit organization in Massachusetts that is making a difference in the community and deserves our support. The organization must align with our mission and funding priorities. In 2015, 15 employees each gave $1,000 to nonprofits across the Commonwealth. 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 VARITY OF TOPICS INCLUDING CAREER, HEALTH CARE, HEALTH AND WELLNESS, AND LEADERSHIP * TICKETS TO EVENTS Reviewing, evaluating and updating the program After a thorough review of the Fallon Community Benefits Program in 2013, the following changes were made to the program: * MEMBERSHIP OF THE COMMUNITY BENEFITS COMMITTEE WAS ADJUSTED TO ENSURE EFFECTIVENESS. The committee retains representation from Fallon personnel. In addition, six committee seats are filled by persons from outside the Fallon Health system who shared their knowledge of a specific geography/community and/or a particular vulnerable population. THE COMMUNITY BENEFITS PROGRAM'S AREAS OF FOCUS WERE VALIDATED AS: o Programs that promote access to good nutrition and physical activity o Programs that promote and ensure good health for seniors o Promoting opportunities for at-risk/proven risk youth and young adults between the ages of 12 to 21 with a specific emphasis on youth preparing to age-out of the system and lose services o Providing services to support individuals with behavioral and/or mental health issues with a specific emphasis on addressing the needs of the most vulnerable groups by their ethnicity, age, demographics and risk-factors Each year, this process and the areas of focus are assessed using data from a variety of local, state and national resources including CHA (Community Health Assessment), CHIP (Community Health Improvement Plan) and HealthyPeople.gov. In 2015, Fallon recognizing that applying for grants can be time-consuming on organizations that already have limited resources, we invested in a simple way for organizations to express their needs and request resources. Now we are able to offer a more efficient, user-friendly experience for submitting, reviewing and evaluating grant applications. We increased accessibility, awareness and promoted engagement by moving our funding programs online. 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 BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES SERVED ON THE HOME STAFF BOARD OF DIRECTORS DURING 2015: RICHARD P. BURKE, TODD BAILY, 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 2015: DAVID HILLIS, LYNDA YOUNG, ANN TRIPP, FREDERICK MISILO, B. JOHN DILL, W. PATRICK HUGHES, 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 2015: RICHARD P. BURKE, W. PATRICK HUGHES, 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 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 2015, 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 PRESIDENT, EXECUTIVE VICE PRESIDENT, AND SENIOR VICE PRESIDENT POSITIONS THAT REPORT DIRECTLY TO THE CEO ("EXECUTIVE GROUP"). IN 2015, TO DETERMINE THE COMPENSATION STRUCTURE OF THE EXECUTIVE GROUP, THE COMMITTEE RELIED ON A WRITTEN COMPENSATION SURVEY PRODUCED IN 2014 BY AN INDEPENDENT CONSULTING FIRM THAT ASSESSES EXECUTIVE COMPENSATION AND BENEFITS AND REFRESHED IN 2015 BY FALLON HEALTHs 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 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 2015. 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 1,052,019 NONCONTROLLING INTEREST ENDING ($530,509) --------------------- CHANGE IN NONCONTROLLING INTEREST $(521,510) 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 46484250 35750361 1.00000 true ULTRABENEFITS INC 29 EAST MOUNTAIN STREET WORCESTER MA 01606 043525752 3RD PARTY ADM MA FHLAC C CORP 11961293 5574039 1.00000 true GROUP INSURANCE SERVICE CENTER INC 20 WINTER STREET 1 PEMBROKE MA 02359 043271304 3RD PARTY ADM MA UBI C CORP 396289 1431859 1.00000 true GISC INSURANCE AGENCY INC 20 WINTER STREET 1 PEMBROKE MA 02359 043273688 INSURANCE AGENCY MA UBI C CORP 344461 646125 1.00000 true true true false true false false true false false true true false true true true false false false true ULTRABENEFITS INC A IV 90227 CASH FALLON HEALTH & LIFE ASSURANCE CO INC B 13200000 CASH FALLON TOTAL CARE INC B 20650000 CASH FALLON HEALTH WEINBERG INC B 3400000 CASH FALLON TOTAL CARE INC G 580012 CASH ULTRABENEFITS INC G 134422 CASH ULTRABENEFITS INC J 90227 CASH FALLON TOTAL CARE INC K 264775 CASH FALLON HEALTH WEINBERG INC L 243614 CASH ULTRABENEFITS INC M 189744 CASH FALLON HEALTH & LIFE ASSURANCE CO INC N 3746012 CASH FALLON HEALTH & LIFE ASSURANCE CO INC o 5974310 CASH FALLON TOTAL CARE INC o 3022601 CASH ULTRABENEFITS INC o 120000 CASH FALLON TOTAL CARE INC s 60354 NET BOOK VALUE 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.