2015-11-13T16:58:53-06:00 2014-12-31 PricewaterhouseCoopers LLP 101 SEAPORT BOULEVARD Boston MA 02210 990 2014-01-01 455591420 FALLON TOTAL CARE INC % CHANDRAKANT MODHA FALL 5087992100 C/O FCHP 10 CHESTNUT STREET WORCESTER MA 01608 R SCOTT WALKER DIRECTOR/TREASURER 5087992100 2015-11-11 true ERIN COUTURE P01390592 6175305000 2014 2016-03-07 17:11:31Z RICHARD P BURKE 10 Chestnut Street Worcester MA 01608 94700055 false X www.fchp.org X 2013 MA SEE SCHEDULE O 4 0 135 0 0 0 0 0 1551981 94515910 0 10596 0 0 1551981 94526506 0 0 1409199 90110341 1734239 9379113 0 0 0 777230 4439677 3920668 103929131 -2368687 -9402625 1971600 11272176 1782927 20486128 188673 -9213952 X MAKE A POSITIVE DIFFERENCE BY IMPROVING THE HEALTH AND WELLNESS OF OUR COMMUNITIES THROUGH THE DELIVERY OF HIGH QUALITY, ECONOMICAL HEALTHCARE SERVICES TO BOTH MEDICARE AND MEDICAID ELIGIBLE POPULATION FROM 21 TO 64 YEARS OF AGE. false false 90110341 94515910 SEE SCHEDULE O 90110341 true false false false false false false false false false true false false false false false true true false false false false false false false false false false false true false false false false false false false false false false false false false true true false false false true 1082 0 true 135 true false false false false false false false false false false X 4 0 true false false false true true true true true false false true true true true true true false true false MA X X CHANDRAKANT MODHA 5087992100 10 CHESTNUT STREET WORCESTER MA 01608 Richard P Burke Chairman 1.0 49.0 X X 0 465247 102523 CHRISTINE CASSIDY Director/Clerk as of 11/14 1.0 49.0 X X 0 229730 47040 Richard Commander Director UNTIL 7/14 1.0 49.0 X 0 535134 15022 R Scott Walker Director/Treasurer 1.0 49.0 X X 0 469925 93563 Matthew Collins Director/Clerk until 11/14 1.0 49.0 X X 0 266487 54363 SARIKA AGGARWAL DIRECTOR, as of 11/14 1.0 49.0 X 0 358709 116415 SONJA BREHM VP, Health Care Services 50.0 0.0 X 169386 0 45371 DENA MILLER Executive Director, UNTIL 7/14 50.0 0.0 X 203123 0 10532 Dan Rome Medical Director 50.0 0.0 X 275582 0 74266 MICHAEL NICKEY EXECUTIVE DIRECTOR, as of 6/14 50.0 0.0 X 0 169721 52207 Lisa Price-Stevens Medical Director 50.0 0.0 X 292705 0 68945 Jo Ann Savage Director, Clinical Operations 50.0 0.0 X 112356 0 14567 MARY RITTER PRESIDENT & CEO, UNTIL 12/13 0.0 50.0 X 0 348500 35245 Judith Roark-Mackey Dir. MKTG&outreach until 12/13 0.0 50.0 X 11627 121899 31760 1064779 2965352 761819 5 true true false UMASS MEMORIAL MEDICAL CENTER PO BOX 415353 BOSTON MA 02241 MEDICAL SERVICES 7860748 BAYSTATE MEDICAL CENTER 759 CHESTNUT ST SPRINGFIELD MA 01199 MEDICAL SERVICES 5031548 STAVROS CENTER FOR INDEPENDENT LIVI PO BOX 2130 AMHERST MA 01004 COUNSELING SERVICES 3436654 FALLON COMMUNITY HEALTH PLAN INC 10 CHESTNUT ST WORCESTER MA 01608 MANAGEMENT FEES 3307903 HARRINGTON MEMORIAL HOSPITAL 100 SOUTH ST SOUTHBRIDGE MA 01550 HOSPITAL SERVICES 1939174 77 0 PREMIUM REVENUE 524114 94515910 94515910 94515910 10596 10596 0 0 173549 173549 0 0 0 0 0 0 0 0 94526506 94515910 10596 0 0 0 90110341 90110341 778261 778261 0 6745773 6745773 180206 180206 1108264 1108264 566609 566609 3307903 3307903 0 262000 262000 0 0 0 60175 60175 17184 17184 142425 142425 97683 97683 0 463566 463566 4790 4790 0 1408 1408 1366 1366 0 40092 40092 37358 37358 DUES & SUBSCRIPTIONS 3727 3727 103929131 90110341 13818790 0 0 0 1571653 1973640 0 0 307911 9165975 0 0 0 0 0 0 0 0 38729 38729 133924 40092 53307 93832 0 0 0 0 0 0 0 0 0 0 1971600 11272176 1668573 20181460 0 0 114354 304668 0 0 0 0 0 0 0 0 0 0 0 0 1782927 20486128 X 188673 -9213952 0 0 0 0 188673 -9213952 1971600 11272176 -9402625 X false true X true false X 0 0 0 0 0 0 1551981 94515910 96067891 0 0 0 0 0 0 1551981 94515910 96067891 0 0 0 96067891 184145 184145 0 184145 184145 0 0 0 0 0 1551981 94700055 96252036 X 0.00000 133924 40092 93832 93832 94700055 173549 173549 94526506 94526506 104102680 173549 173549 103929131 103929131 SCHEDULE D, PART XI, LINE 2D RENTAL EXPENSE RECLASS $173,549 SCHEDULE D, PART XII, LINE 2D RENTAL EXPENSE RECLASS $173,549 X X X X true true false false false false false true false Richard P Burke Chairman 0 333157 96910 35180 0 77278 0 25245 0 567770 0 96910 CHRISTINE CASSIDY Director/Clerk as of 11/14 0 189842 38646 1242 0 24058 0 22982 0 276770 0 38646 Richard Commander Director UNTIL 7/14 0 165132 76480 293522 0 13000 0 2022 0 550156 0 76480 R Scott Walker Director/Treasurer 0 349412 93715 26798 0 69891 0 23672 0 563488 0 93715 Matthew Collins Director/Clerk until 11/14 0 229109 36478 900 0 50863 0 3500 0 320850 0 36478 SONJA BREHM VP, Health Care Services 148596 0 20250 540 34848 0 10523 0 214757 0 20250 0 DENA MILLER Executive Director, UNTIL 7/14 148812 0 41850 12461 10129 0 403 0 213655 0 41850 0 Dan Rome Medical Director 246111 0 22613 6858 52383 0 21883 0 349848 0 22613 0 Lisa Price-Stevens Medical Director 275911 0 15876 918 46099 0 22846 0 361650 0 15876 0 Judith Roark-Mackey Dir. MKTG&outreach until 12/13 4153 109085 10180 7474 2634 584 14658 597 15921 12808 152478 10080 0 MARY RITTER PRESIDENT & CEO, UNTIL 12/13 0 281963 65129 1408 0 13000 0 22245 0 383745 0 65129 SARIKA AGGARWAL DIRECTOR, as of 11/14 0 307363 50056 1290 0 86150 0 30265 0 475124 0 50056 MICHAEL NICKEY EXECUTIVE DIRECTOR, as of 6/14 0 158604 10754 363 0 34458 0 17749 0 221928 0 0 FORM 990 SCHEDULE J: PART I, LINE 4A SEVERANCE PAYMENT RICHARD COMMANDER, DIRECTOR OF FALLON TOTAL CARE, INC. (FTC), AND AN OFFICER OF FALLON COMMUNITY HEALTH PLAN, INC. (FCHP), WAS PAID A LUMP SUM PAYMENT OF $147,692 FOR 24 WEEKS OF SEVERANCE PAY BY FCHP. PART I, LINE 4B SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN OF FCHP FCHP, THE PARENT ORGANIZATION OF FTC, HAS A SUPPLEMENTAL EXECUTIVE RETIREMENT 457(F) PLAN THAT COVERS CERTAIN EXECUTIVES OF FCHP, WHO ARE ALSO DIRECTORS OF FTC. 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. FOR 2014, 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 $32,600 $32,600 R. SCOTT WALKER $26,258 $26,258 SARIKA AGGARWAL NONE $46,200 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. FORM 990, PART I, LINE 1 FTC'S MISSION Fallon Total Care, Inc. ("FTC") was formed as a Massachusetts nonprofit corporation on September 20, 2013 for charitable, educational, and scientific purposes, for relief of the poor and distressed and to lessen the burdens of government within the meaning of Sections 170(c)(2)(B) and 501(c)(3) of the Internal Revenue Code of 1986. Specifically, FTC was formed to promote, facilitate, and enhance the delivery of quality, efficient, effective and economical health care and related services to individuals who are dually eligible for both Medicare and Medicaid, and to improve and enhance the health and well-being of those individuals, by providing integrated behavioral and physical health management services on a risk basis. The enrollees are generally underprivileged, underserved, low-income population with major health care needs, including many individuals who suffer from chronic physical and/or mental health conditions. Serving this population is challenging and costly for federal and state governments. Established as a Demonstration Program by the Commonwealth of Massachusetts Executive Office of Health and Human Services' Office of Medicaid and the Center for Medicare Services, participating health plans coordinate and manage integrated behavioral and physical health management services to enrollees ages 21-64 who are eligible for both Medicare and Medicaid. By combining Medicare and Medicaid funding, the Demonstration Program enables a broader menu of services to better meet the needs of Dual Eligibles in the most cost effective way and enables an unprecedented level of integration to achieve better health outcomes for this population and to provide higher quality, more cost effective, person-centered care. FTC was formed by Fallon Community Health Plan, Inc. ("FCHP"), a Section 501(c)(3) tax-exempt Massachusetts nonprofit corporation and licensed Massachusetts health maintenance organization (HMO). FCHP is dedicated to improving the health and welfare of the populations it serves through the delivery of high quality, affordable health care. FCHP formed FTC to further FCHP's charitable health care mission, and FTC's purposes explicitly include supporting, benefiting, performing certain functions of, and carrying out the charitable, educational, or scientific purposes of FCHP. Given its participation in the Demonstration Program, FTC can perform its activities which are similar to that of an HMO, even though it is not licensed as an HMO in Massachusetts. FTC's structure, the method in which it delivers care, and the specific Medicaid population it serves, allow it to meet the criteria, discussed below, required for exemption under Section 501(c)(3) of the Code even if it was not participating in the Demonstration Program and would otherwise be required to obtain licensure as an HMO. FORM 990, PART III, LINE 4 FTC's Activities As a participant in the Demonstration Program, FTC provides integrated management and coordination services of both behavioral and physical health needs of its members. FTC develops individualized and comprehensive plans of care for its Members. A Navigator works with each Member, their caregiver and their health care providers to coordinate and advocate for the Member's physical, mental and social needs. An individualized care plan and central electronic record aid the Member's Care Team in delivering high quality health care and care that improves the Member's quality of life. FTC's Program activities consist of prepaid healthcare in the Commonwealth of Massachusetts. The covered population as of December 31, 2014, was 5,795 members. Members pay no premiums, co-payments, or co-insurance while participating in the Plan. All premiums are paid by state and federal agencies to cover traditional Medicaid and Medicare services. In addition to these services, FTC provides comprehensive care management, dedicated Navigators, expanded dental and Long Term Service and Support benefits. The combination of these services are focused on improving the quality of enrollees lives and ease the financial strain of these programs on individual government programs. As a subsidiary of Fallon Health, FTC has participated in the parent company's charitable activities, including fundraising events and employee volunteerism. FORM 990, PART VI, SECTION A, LINE 1B NONE OF THE VOTING MEMBERS ARE INDEPENDENT BECAUSE THE MEMBERS ARE EMPLOYEES OF THE PARENT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 2 BUSINESS RELATIONSHIPS - THE FOLLOWING INDIVIDUALS ARE EMPLOYED BY AN ORGANIZATION, (OTHER THAN THE FILING ORGANIZATION), FOR WHICH ANOTHER PERSON LISTED SERVES AS AN OFFICER - RICHARD P. BURKE, CHRISTINE CASSIDY, RICHARD COMMANDER, R. SCOTT WALKER, MATTHEW COLLINS, AND SARIKA AGGARWAL. FORM 990, PART VI, SECTION A, LINE 6 ORGANIZATION'S MEMBERS OR STOCKHOLDERS THE ORGANIZATION'S MEMBER IS FALLON COMMUNITY HEALTH PLAN, INC. (FCHP), THE PARENT COMPANY. FORM 990, PART VI, SECTION A, LINE 7A MEMBER'S POWER TO ELECT THE GOVERNING BODY THE PARENT COMPANY CAN ELECT THE MEMBERS OF THE GOVERNING BODY OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7B GOVERNANCE DECISIONS OF THE ORGANIZATION RESERVED TO MEMBERS OTHER THAN THE GOVERNING BODY FCHP MAY APPROVE THE DECISIONS OF THE ORGANIZATION'S GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 11B PROCESS USED BY MANAGEMENT AND GOVERNING BODY TO REVIEW 990 A DRAFT OF THE FORM 990 WAS PREPARED BY FTC'S PAID PREPARER USING INFORMATION PROVIDED BY THE ORGANIZATION. THIS DRAFT WAS REVIEWED BY THE BOARD OF DIRECTORS OF FTC, AND THE PRESIDENT & CEO OF FTC. THE FORM IS ALSO REVIEWED BY THE PARENT ORGANIZATION'S ACCOUNTING OPERATIONS & FINANCIAL PLANNING ANALYSIS, CHIEF HUMAN RESOURCES OFFICER, AND CHIEF EXECUTIVE OFFICER. AFTER THIS REVIEW A FINAL FORM 990 WAS PREPARED, AND THE FINAL VERSION OF THE FORM 990 WAS PROVIDED TO EACH BOARD MEMBER FOR HIS OR HER REVIEW BEFORE THE FORM 990 WAS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C DESCRIBE THE PROCESS TO MONITOR CONFLICTS OF INTEREST FTC'S PROCESS OF MONITORING CONFLICTS OF INTEREST IS SAME AS ITS PARENT ORGANIZATION, FCHP. FTC'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 OF THE PARENT ORGANIZATION, FALLON COMMUNITY HEALTH PLAN, WHICH REPORTS ANY ACTUAL OR POTENTIAL CONFLICTS TO THE FULL BOARD OF THE PARENT. 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 OF THE PARENT 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. FTC ALSO REQUIRES ALL DIRECTORS, OFFICERS, AND KEY EMPLOYEES TO COMPLETE A WRITTEN DISCLOSURE STATEMENT DESIGNED TO IDENTIFY POTENTIAL CONFLICTS. FTC 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 OF THE PARENT. FORM 990, PART VI, SECTION B, LINE 15A AND 15B THE PROCESS FOR DETERMINING CEO AND OTHER OFFICERS' COMPENSATION THE CEO POSITION WAS NOT FILLED IN 2014. THE COMPENSATION FOR THE CEO AND OTHER OFFICERS OF FTC WERE DETERMINED BY THE PARENT ORGANIZATION, FCHP, PURSUANT TO FCHP'S PROCESS FOR DETERMINING COMPENSATION FOR SUCH INDIVIDUALS AS FOLLOWS: 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 FTC AND 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 2014, THE COMMITTEE CONSISTED OF THREE MEMBERS OF FCHP'S BOARD OF DIRECTORS, WHO ARE NOT EMPLOYED BY THE O FALLON COMMUNITY HEALTH PLAN INC 10 CHESTNUT STREET WORCESTER MA 01608 237442369 HEALTH CARE MA 501(C)(3) 9 N/A false SUMMIT LIVING INC 10 CHESTNUT STREET WORCESTER MA 01608 261836279 ASST LIVING MA 501(C)(3) 11A 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 NA C CORP true ULTRABENEFITS INC 29 EAST MOUNTAIN STREET WORCESTER MA 01608 043525752 3RD PARTY ADM MA N/A C CORP true false false false true false false false true false true false false true false false false false false false