2021-11-10T15:19:21-06:00 2020-12-31 341851358 CBIZ MHM LLC 530 HOWELL ROAD SUITE 209 GREENVILLE SC 29615 990 2020-01-01 231667011 DELTA DENTAL OF PENNSYLVANIA DELT 7177668500 ONE DELTA DRIVE MECHANICSBURG PA 17055 JEANNE M FOSTER V.P., FINANCE 7177668500 2021-10-25 1 JEANNE FOSTER XXX-XX-XXXX KELLIE A LANFORD P00538614 8642412001 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z JEANNE M FOSTER ONE DELTA DRIVE MECHANICSBURG PA 17055 756778772 0 X WWW.DELTADENTALINS.COM X 1964 PA TO ADVANCE DENTAL HEALTH AND ACCESS THROUGH EXCEPTIONAL DENTAL BENEFITS, SERVICE, TECHNOLOGY, AND PROFESSIONAL SUPPORT. 10 5 783 0 0 0 0 0 832593512 731004082 5342567 5066869 1330839 1678780 839266918 737749731 2798795 2459602 740745474 641467427 33197218 33444562 0 0 0 37489054 43274428 814230541 720646019 25036377 17103712 293052893 340073068 92321105 118444604 200731788 221628464 TO ADVANCE DENTAL HEALTH AND ACCESS THROUGH EXCEPTIONAL DENTAL BENEFITS, SERVICE, TECHNOLOGY, AND PROFESSIONAL SUPPORT. 0 0 711342921 737749731 THE ORGANIZATION PROVIDED DENTAL BENEFIT COVERAGE FOR 2,750,756BENEFICIARIES IN 2020 PRIMARILY THROUGH CONTRACTS WITH INDEPENDENTDENTISTS SERVING 2,035 PURCHASING GROUPS. THE ORGANIZATION PAID MORETHAN $641.4 MILLION FOR DENTAL CARE DURING 2020. 2459602 2459602 THE ORGANIZATION MADE GRANTS DURING 2020 TO FOSTER IMPROVED ACCESSTO DENTAL HEALTH CARE TREATMENT, TO SUPPORT PROFESSIONAL DENTALEDUCATION, AND TO PROVIDE ORAL HEALTH INSTRUCTION FOR PATIENTS. 713802523 0 0 0 0 0 0 0 0 0 1 1 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 1 0 0 0 0 0 0 0 1 1 0 0 1 91746 0 1 783 1 0 1 BB 0 0 0 0 0 0 X 10 5 0 0 1 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 X JEANNE M FOSTER VP FINANCE 7177668500 ONE DELTA DRIVE MECHANICSBURG PA 17055 X CASTRO MICHAEL J PRESIDENT/CEO 4.00 46.00 X 0 9523333 315078 MARTINEZ BELINDA FORMER EVP/CHIEF ALLIANCE OFFICER 0.00 0.00 X 0 5507193 88695 GAREN KIRSTEN E EVP/CHIEF INFORMATION OFFICER 4.00 46.00 X 0 2722967 11090 HANKINSON MICHAEL G EVP CHIEF LEGAL OFFICER 4.00 46.00 X 0 2301502 48892 WEBER ALICIA F EVP CHIEF FINANCIAL OFFICER 4.00 46.00 X 0 2067462 66596 CHAVARRIA SARAH EVP/CHIEF PEOPLE OFFICER 4.00 46.00 X 0 1817714 56231 JACKSON KEVIN L EVP/CHIEF GROWTH OFFICER 4.00 46.00 X 0 1711872 71216 GILBERT LEROY R JR EVP/CHIEF OPERATIONS OFFICER 4.00 46.00 X 0 1128282 51896 TITCOMBE DOMINIC EVP/CHIEF INFORMATION OFFICER 4.00 46.00 X 0 801198 58267 FOSTER JEANNE M VP FINANCE 29.00 21.00 X 613147 0 46771 RADINE GARY D FORMER PRESIDENT/CEO 0.00 0.00 X 0 219081 389176 RODZINKA BARBARA A VP ENT OPER SHARED SERVICES 29.00 21.00 X 530680 0 53076 GRAYBILL RICHARD C VP UNDERWRITING AND ACTUARIAL 29.00 21.00 X 509197 0 40537 COOVER ROBERT D DIRECTOR SALES 40.00 0.00 X 413895 0 58676 WEIS JOHN P DIRECTOR INFRASTRUCTURE ENGINEERING 40.00 0.00 X 311157 0 51780 SIMPKINS JASON E DIRECTOR UNDERWRITING 40.00 0.00 X 268281 0 47201 HAM TAMMY A DIRECTOR ACCOUNT SERVICES 40.00 0.00 X 266506 0 43743 KERRIGAN JAMES J DIRECTOR NETWORK OVERSIGHT AND COMPLIANCE 40.00 0.00 X 266805 0 23744 BERGERT GLEN F CPA DIRECTOR 2.00 5.00 X 29759 156200 0 DOERING RICK R FORMER SVP/CHIEF HR OFFICER 0.00 0.00 X 0 124999 0 MAHER DEBRA G CHAIR 2.00 2.00 X 40000 16200 0 WENGER PHILIP R VICE CHAIR 2.00 2.00 X 28559 16200 0 CARTER JR EUGENE F IMMEDIATE PAST CHAIR 2.00 0.00 X 28559 0 0 LITTLE SCOTT Q DDS DIRECTOR 1.00 0.00 X 28559 0 0 BECK JR JOSEPH P TREASURER 2.00 0.00 X 27000 0 0 BRUNO MICHELLE A DIRECTOR 1.00 0.00 X 17400 0 0 SNYDER FRANK DIRECTOR 1.00 0.00 X 17400 0 0 VEIHDEFFER L WILLIAM DMD DIRECTOR 1.00 0.00 X 17400 0 0 KOTCHICK CHRISTOPHER J SECRETARY 1.00 0.00 X 0 0 0 3414304 28114203 1522665 8 1 1 0 ELEVATED RESOURCES 3990 WESTERLY PL STE 270 NEWPORT BEACH CA 92603 TEMP SERVICE 495217 ARMANINO MCKENNA LLP PO BOX 398285 SAN FRANSISCO CA 94139 AUDITING 375600 SECURITAS SECURITY SERVICES USA INC PO BOX 403412 ATLANTA GA 30384 SECURITY 205461 EXECUTIVE MANAGEMENT SERVICES INC PO BOX 501818 INDIANAPOLIS IN 46250 MAINTENANCE 194362 MCCLURE COMPANY PO BOX 1579 HARRISBURG PA 17105 HVAC 193352 10 DIRECT PREMIUMS 524114 731004082 731004082 731004082 4633281 4633281 19462629 19029041 433588 433588 433588 GAIN FROM SUBSIDIARY 524114 3009308 3009308 BAD DEBT EXPENSE 524114 -662933 -662933 MISC INCOME 524114 -667595 -667595 1678780 737749731 737749731 0 0 2459602 2459602 641467427 641467427 3414304 3193104 221200 20734015 18314984 2419031 2218613 1994311 224302 5570725 5007525 563200 1506905 1354557 152348 151880 151880 451518 451518 96507 96507 326561 293546 33015 2879642 2588510 291132 738108 663485 74623 1560958 1560958 1363651 1225786 137865 348151 312953 35198 10501 9439 1062 9057 9057 463529 416666 46863 552373 496528 55845 COST TRANSFERS 14543621 13073261 1470360 COMMISSIONS 13687925 13687925 ACA 1960412 1960412 OUTSIDE SERVICES 1729178 1554358 174820 2400856 2158129 242727 720646019 713802523 6843496 0 53462799 79129894 308803 55384756 61472684 1416052 1300501 20261566 12163796 8331019 8097770 157167881 145443178 15607375 44320238 1683011 293052893 340073068 78256053 70112698 5496757 5075085 8568295 43256821 92321105 118444604 X 0 0 0 0 200731788 221628464 200731788 221628464 293052893 340073068 17103712 3792964 0 X 0 1 X 1 0 1484639 1484639 10137577 5166471 4971106 2951559 2392557 559002 1120552 669856 450696 4567239 3934912 632327 8097770 DELTA DENTAL INSURANCE COMPANY 4885 C DELTA REINSURANCE CORPORATION 18611799 F SECURITIES 25703554 F 44320238 PAYABLES TO AFFILIATES 7594418 PREFUNDED DEPOSITS 1750194 REFUNDABLE BALANCES 33912209 43256821 X 261230338 3792964 3792964 257437374 96507 480215850 480312357 737749731 240333662 0 240333662 96507 480215850 480312357 720646019 PART X, LINE 2: THE COMPANY IS A TAX-EXEMPT ORGANIZATION ORGANIZED UNDER SECTION 501(C)(4) OF THE INTERNAL REVENUE CODE AND, AS SUCH, NO PROVISION FOR INCOME TAXES HAS BEEN MADE IN THE FINANCIAL STATEMENTS. CURRENT ACCOUNTING GUIDANCE CLARIFIES HOW UNCERTAINTIES IN TAX POSITIONS ARE RECOGNIZED IN AN ENTITY'S FINANCIAL STATEMENTS. THE GUIDANCE PRESCRIBES A FINANCIAL STATEMENT RECOGNITION THRESHOLD AND MEASUREMENT PROCESS FOR TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. POSITIONS INCLUDE THOSE WITH RESPECT TO THE COMPANY'S TAX EXEMPT STATUS AND WITH RESPECT TO INCOME TAXES ON UNRELATED BUSINESS INCOME. THE COMPANY HAS DETERMINED THAT SUCH TAX POSITIONS DO NOT RESULT IN UNCERTAINTIES REQUIRING RECOGNITION. PART XI, LINE 4B - OTHER ADJUSTMENTS: ADMINISTRATIVE SERVICE CONTRACTS CLAIM REIMBURSEMENT REVENUE PART XII, LINE 4B - OTHER ADJUSTMENTS: CLAIMS ACCRUED FOR ADMINISTRATIVE SERVICE CONTRACTS PART X, LINE 1, (4) REFUNDABLE BALANCES: ON MARCH 11, 2020, THE WORLD HEALTH ORGANIZATION DECLARED A NOVEL STRAIN OF CORONAVIRUS (COVID-19) AS A GLOBAL PANDEMIC. THE COVID-19 OUTBREAK HAS CAUSED BUSINESS DISRUPTION THROUGH MANDATED AND VOLUNTARY CLOSINGS OF BUSINESSES AND SHELTER IN PLACE ORDERS. THESE DISRUPTIONS IMPACTED THE ORGANIZATION'S CUSTOMERS' ABILITY TO OBTAIN DENTAL SERVICES THROUGHOUT MOST OF 2020. THE ORGANIZATION HAS TAKEN A POSITION AND COMMITTED TO ITS CUSTOMERS, PROVIDERS, AND REGULATORS TO NOT EXCESSIVELY PROFIT FROM THE PANDEMIC. TO THIS END, THE ORGANIZATION HAS ESTABLISHED ESTIMATED RESERVES IN THE AMOUNT OF $32.2 MILLION AT DECEMBER 31, 2020, REPRESENTING EXCESS UNDERWRITING GAINS. THE RESERVE AMOUNTS WILL BE USED TO SUPPORT THE ORGANIZATION'S CUSTOMERS THROUGH PAYMENT RELIEF AND OTHER PROGRAMS. IN ADDITION, CERTAIN CONTRACTS PROVIDE THAT PREMIUMS RECEIVED IN EXCESS OF CLAIMS INCURRED AND ADMINISTRATIVE FEES ARE EITHER REFUNDABLE TO THE GROUPS AT THE EXPIRATION OF THE AGREEMENTS OR APPLIED AGAINST FUTURE PREMIUN PAYMENTS. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENT IN DELTA REINSURANCE CORPORATION 18611799 0 0 0 0 0 0 18611799 0 18611799 0 0 1 0 0 0 PART III ACCOUNTING METHOD: PART I, LINE 3, COLUMN (F) - INVESTMENT: THE ORGANIZATION'S INVESTMENT IN DELTA REINSURANCE CORPORATION IN $18,611,799. 1 DELTA DENTAL COMMUNITY CARE FOUNDATION 560 MISSION STREET ST 1300 SAN FRANCISCO CA 94105 371570764 501(C)(3) 2316050 TO PROVIDE DENTAL EDUCATION AMERICAN ONLINE GIVING FOUNDATION PO BOX 1010 SAFETY HARBOR FL 34695 810739440 501(C)(3) 52458 TO PROVIDE DENTAL EDUCATION THE FOUNDATION FOR ENHANCING COMMUNITIES 200 N 3RD ST 8TH FL HARRISBURG PA 17101 010564355 501(C)(3) 13000 TO PROVIDE DENTAL EDUCATION FOUNDATION FOR THE CAROLINAS DBA E4E RELIEF LLC 220 NORTH TRYON ST CHARLOTTE NC 28202 566047886 501(C)(3) 50000 TO PROVIDE DENTAL EDUCATION THE ADCF GENERAL DONATION FUND 9110 E 35TH ST N WICHITA KS 67226 262275291 501(C)(3) 7619 TO PROVIDE DENTAL EDUCATION COOL CARS FOR KIDS INC 424 BRENTWOOD RD BALA CYNWYD PA 19004 813917740 501(C)(3) 5000 TO PROVIDE DENTAL EDUCATION TRES BONNE ANNEE 6426 ONE NORTH SECOND STREET HARRISBURG PA 17101 251888180 501(C)(3) 5000 TO PROVIDE DENTAL EDUCATION VARIOUS 5000 INDIVIDUALLY 10475 TO PROVIDE DENTAL EDUCATION 18 0 PART I, LINE 2: THE ORGANIZATION AWARDS GRANTS AND PROVIDES OTHER ASSISTANCE THROUGH CONTRIBUTIONS AND/OR SPONSORSHIPS FOR PROGRAMS THAT FOSTER DENTAL HEALTH AND EDUCATION, AS WELL AS COMMUNITY SUPPORT. THROUGH THESE GRANTS, CONTRIBUTIONS AND SPONSORSHIPS, THE ORGANIZATION HELPS FINANCE HEALTH, EDUCATION, AND RESEARCH PROJECTS IN DENTISTRY, HEALTH AND HUMAN SERVICES, AND CIVIC AND/OR COMMUNITY ACTIVITIES. INDIVIDUAL GRANTS, CONTRIBUTIONS AND/OR SPONSORSHIPS WILL GENERALLY NOT EXCEED $100,000 WITH EXCEPTION OF THE CONTRIBUTION MADE TO THE DELTA DENTAL COMMUNITY CARE FOUNDATION. GRANTS WILL BE LIMITED TO ONE-YEAR PROJECTS, SUBJECT TO RENEWAL. EXCEPT IN SPECIAL CASES, AN ORGANIZATION/ENTITY WILL NOT BE ELIGIBLE FOR MORE THAN ONE GRANT DURING ANY YEAR. X X 1 1 1 1 0 1 0 1 0 1 0 CASTRO MICHAEL J PRESIDENT/CEO 0 1028077 0 3158698 0 5336558 0 284565 0 30513 0 9838411 0 5286334 MARTINEZ BELINDA FORMER EVP/CHIEF ALLIANCE OFFICER 0 0 0 0 0 5507193 0 88695 0 0 0 5595888 0 5507193 GAREN KIRSTEN E EVP/CHIEF INFORMATION OFFICER 0 105535 0 0 0 2617432 0 4733 0 6357 0 2734057 0 0 HANKINSON MICHAEL G EVP CHIEF LEGAL OFFICER 0 544039 0 1174625 0 582838 0 29925 0 18967 0 2350394 0 0 WEBER ALICIA F EVP CHIEF FINANCIAL OFFICER 0 620354 0 1374384 0 72724 0 39013 0 27583 0 2134058 0 0 CHAVARRIA SARAH EVP/CHIEF PEOPLE OFFICER 0 579692 0 1221366 0 16656 0 29925 0 26306 0 1873945 0 0 JACKSON KEVIN L EVP/CHIEF GROWTH OFFICER 0 544039 0 1132580 0 35253 0 42806 0 28410 0 1783088 0 0 GILBERT LEROY R JR EVP/CHIEF OPERATIONS OFFICER 0 530567 0 578268 0 19447 0 29925 0 21971 0 1180178 0 0 TITCOMBE DOMINIC EVP/CHIEF INFORMATION OFFICER 0 443361 0 342656 0 15181 0 29925 0 28342 0 859465 0 0 FOSTER JEANNE M VP FINANCE 293778 0 283161 0 36208 0 29925 0 16846 0 659918 0 0 0 RADINE GARY D FORMER PRESIDENT/CEO 0 207692 0 0 0 11389 0 389176 0 0 0 608257 0 0 RODZINKA BARBARA A VP ENT OPER SHARED SERVICES 265911 0 246593 0 18176 0 29925 0 23151 0 583756 0 0 0 GRAYBILL RICHARD C VP UNDERWRITING AND ACTUARIAL 250863 0 240921 0 17413 0 29925 0 10612 0 549734 0 0 0 COOVER ROBERT D DIRECTOR SALES 153602 0 235885 0 24408 0 29925 0 28751 0 472571 0 0 0 WEIS JOHN P DIRECTOR INFRASTRUCTURE ENGINEERING 193771 0 113514 0 3872 0 27300 0 24480 0 362937 0 0 0 SIMPKINS JASON E DIRECTOR UNDERWRITING 164899 0 101749 0 1633 0 23429 0 23772 0 315482 0 0 0 HAM TAMMY A DIRECTOR ACCOUNT SERVICES 149794 0 104864 0 11848 0 22522 0 21221 0 310249 0 0 0 KERRIGAN JAMES J DIRECTOR NETWORK OVERSIGHT AND COMPL 169492 0 77544 0 19769 0 23744 0 0 0 290549 0 0 0 BERGERT GLEN F CPA DIRECTOR 29759 156200 0 0 0 0 0 0 0 0 29759 156200 0 0 DOERING RICK R FORMER SVP/CHIEF HR OFFICER 0 0 0 124999 0 0 0 0 0 0 0 124999 0 0 PART I, LINE 1A ALL EMPLOYEES WHO WORK AT LEAST 30 HOURS PER WEEK AND HAVE COMPLETED AT LEAST 30 DAYS OF SERVICE ARE OFFERED A FITNESS REIMBURSEMENT PLAN THAT ENCOURAGES OUR EMPLOYEES TO BE HEALTHY AND ACTIVE BY PROVIDING THE ACCESS THEY NEED TO HELP THEM ACHIEVE THEIR FITNESS GOALS. THE PLAN INCLUDES A REIMBURSEMENT, UP TO $540 PER CALENDAR YEAR, FOR INDIVIDUAL MEMBERSHIP FEES AT A FITNESS CENTER/STUDIO, HEALTH CLUB OR SWIM AND TENNIS CLUB. TWO COMPANY EXECUTIVES RECEIVED THE FITNESS REIMBURSEMENT PLAN BENEFIT IN 2020. NO COMPANY EXECUTIVES RECEIVED THE SOCIAL CLUB REIMBURSEMENT IN 2020. THE FITNESS REIMBURSEMENT IS INCLUDED IN THE TAXABLE COMPENSATION OF THE REIMBURSED EMPLOYEES. FINANCIAL AND TAX PLANNING EXPENSES ARE REIMBURSED TO EMPLOYEES AT THE DIRECTOR OR ABOVE LEVELS OF MANAGEMENT. A COMPANY POLICY OUTLINES THE MAXIMUM REIMBURSEMENT ALLOWED FOR EACH MANAGEMENT LEVEL. NO COMPANY EXECUTIVES RECEIVED REIMBURSEMENTS FOR FINANCIAL AND TAX PLANNING EXPENSES IN 2020. PART I, LINE 3 COMPENSATION PAID TO THE CEO AND EXECUTIVE VICE PRESIDENTS IS APPROVED BY THE COMPENSATION COMMITTEE OF THE PARENT HOLDING COMPANY OF THE ORGANIZATION, WHICH ALSO SERVES AS THE COMPENSATION COMMITTEE FOR THE ORGANIZATION. THE COMPENSATION COMMITTEE APPROVES COMPENSATION FOR THE ENSUING YEAR AFTER REVIEWING COMPARABILITY DATA PRESENTED BY AN INDEPENDENT OUTSIDE COMPENSATION CONSULTANT, AN ASSESSMENT OF EACH OFFICER'S PERFORMANCE OVER THE PRECEDING YEAR, AND THE ORGANIZATION'S PROGRAM ACCOMPLISHMENTS FOR THE PRIOR YEAR. COMPENSATION PAID TO DIRECTORS IS ALSO APPROVED BY THE COMPENSATION COMMITTEE AFTER REVIEWING COMPARABILITY DATA IN A BENCHMARKING STUDY PREPARED AND PRESENTED BY AN INDEPENDENT OUTSIDE COMPENSATION CONSULTANT RETAINED BY THE BOARD OF DIRECTORS. THESE PROCESSES WERE FOLLOWED FOR 2020 COMPENSATION. PART I, LINE 4A: DURING 2020, ONE EXECUTIVE, KIRSTEN GAREN, RECEIVED A SEVERANCE PAYMENT UPON HER SEPARATION FROM A RELATED ORGANIZATION. THIS PAYMENT IS INCLUDED ON SCHEDULE J AND REPORTED IN PART II, COLUMN(B)(III). PART I, LINE 4B CERTAIN EXECUTIVES PAID BY A RELATED ORGANIZATION PARTICIPATED IN A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PROGRAM. THE RELATED ORGANIZATION PROVIDED A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN TO CERTAIN OF ITS SENIOR EXECUTIVES AS SELECTED BY THE BOARD OF DIRECTORS. THE SUPPLEMENTAL RETIREMENT BENEFIT WAS BASED ON EACH EXECUTIVE'S ELIGIBLE COMPENSATION AND YEARS OF SERVICE TO THE ENTERPRISE. THE BENEFIT WAS SUBJECT TO THE RISK OF FORFEITURE IF REQUIRED YEARS OF SERVICE WERE NOT MET. ANNUAL DEFERRED COMPENSATION RELATED TO THIS PLAN IS REPORTED IN SCHEDULE J, PART II, COLUMN (C) FOR EACH PARTICIPANT AND REFLECTS THE CURRENT YEAR INCREASE OR DECREASE IN THE RELATED ORGANIZATION'S PENSION BENEFIT OBLIGATION ("PBO"), CALCULATED PURSUANT TO GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. THE PBO INCREASE OR DECREASE INCLUDES CHANGES IN ACTUARIAL ASSUMPTIONS (E.G., APPLICABLE DISCOUNT RATE), AS WELL AS CHANGES IN COMPENSATION AND YEARS OF SERVICE. FURTHERMORE, ON MAY 1, 2019, BENEFIT ACCRUALS UNDER THE PLAN CEASED AND THE PLAN WAS FROZEN. SUBSEQUENTLY ON FEBRUARY 6, 2020, THE PLAN WAS IRREVOCABLY TERMINATED AND ALL REMAINING PLAN BENEFITS WERE PAID IN A LUMP SUM ON MARCH 1, 2021. IN 2020, MICHAEL J. CASTRO AND BELINDA MARTINEZ PARTICIPATED IN THE PLAN UNTIL ITS TERMINATION. PART I, LINES 5A AND 6A: DELTA DENTAL OF PENNSYLVANIA MAINTAINS A LONG-TERM INCENTIVE PLAN (LTIP) FOR ELIGIBLE EMPLOYEES OF THE ORGANIZATION, LINKING COMPENSATION TO THE COMPANY'S PERFORMANCE. USING SUCCESS METRICS SUCH AS REVENUES, NET GAIN AS A PERCENTAGE OF REVENUES, AND OTHERS, ALLOWS THE COMPANY TO ACCURATELY MEASURE ITS GROWTH, INFORM ON PROGRESS OF ITS BUSINESS TRANSFORMATION, AND EMPOWER CONTINUED SUCCESS. THE LTIP IS UNFUNDED AND ALL PAYMENTS FROM THE LTIP ARE DERIVED FROM THE GAINS OF THE COMPANY. AS SUCH, THERE IS NO GUARANTEE OF INCENTIVE PAYMENTS UNDER THE LTIP. THE CEO MAKES RECOMMENDATIONS TO THE COMPENSATION COMMITTEE FOR ITS REVIEW AND APPROVAL REGARDING THE PERFORMANCE OBJECTIVES, BOTH FINANCIAL AND NON-FINANCIAL, UPON WHICH PAYMENT OF AWARDS ARE BASED AND THE TIME PERIOD DURING WHICH PERFORMANCE SHALL BE MEASURED. EACH LTIP PLAN SPANS THREE YEARS, OVERLAPPING WITH CURRENT PLANS. PART I, LINE 7 THE PRESIDENT OF THE ORGANIZATION, WITH BOARD OF DIRECTORS APPROVAL, MAY GRANT AN ANNUAL BONUS TO ALL MANAGEMENT EMPLOYEES. THESE AMOUNTS ARE INCLUDED IN TAXABLE COMPENSATION. PART II, ROW (II): THE MAJORITY OF THE ORGANIZATION'S OFFICERS ARE PAID BY A RELATED ORGANIZATION. ACCORDINGLY, THEIR COMPENSATION IS REPORTED ON ROW (II). PART II, ROW (II), COLUMN F: MONTHLY INSTALLMENTS WERE RECEIVED BY ONE OF THE ORGANIZATION'S EXECUTIVE VICE PRESIDENTS, BELINDA MARTINEZ, IN 2020, PURSUANT TO THE TERMS OF THE RELATED ORGANIZATION'S SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. THIS PLAN WAS DESIGNED FOR THE LONG-TERM RETENTION OF SENIOR EXECUTIVES (E.G., THE EXECUTIVE VICE PRESIDENT HAD BEEN WITH THE ORGANIZATION FOR MORE THAN 30 YEARS) AND IS BASED ON A PERCENTAGE OF HER AVERAGE ANNUAL COMPENSATION RECEIVED FOR THE THREE YEARS PRIOR TO AGE 65 OR RETIREMENT, WHICHEVER COMES FIRST, AND ON HER LIFE EXPECTANCY AS DETERMINED PURSUANT TO THE INTERNAL REVENUE CODE. THE EXECUTIVE VICE PRESIDENT'S ANNUAL COMPENSATION, UPON WHICH THE PENSION BENEFIT PAYMENT IS BASED, HAS BEEN ESTABLISHED IN ACCORDANCE WITH THE PROCESS OUTLINED IN TREASURY REGULATION SECTION 53.4958-6 FOR ESTABLISHING THE REBUTTABLE PRESUMPTION OF REASONABLENESS. THIS PROCESS INVOLVES REVIEW AND APPROVAL OF COMPENSATION BY THE RELATED ORGANIZATION'S BOARD OF DIRECTORS, RELIANCE ON COMPARABILITY DATA PROVIDED BY AN INDEPENDENT COMPENSATION CONSULTANT, AND CONTEMPORANEOUS DOCUMENTATION OF DELIBERATIONS AND DECISIONS REGARDING COMPENSATION. THE PAYMENTS SHOWN IN SCHEDULE J, PART II, ROW (II), COLUMN (B)(III) (AND CARRIED TO FORM 990, PART VII, SECTION A, COLUMN (E)) WERE THEREFORE TRIGGERED IN 2019 WHEN THE EXECUTIVE VICE PRESIDENT SEPARATED FROM THE RELATED ORGANIZATION. ADDITIONALLY, AS A RESULT OF THE PLAN'S TERMINATION ON FEBRUARY 6, 2020, THE PLAN'S SUBSTANTIAL RISK OF FORFEITURE LAPSED AND BENEFITS VESTED RESULTING IN A TAXABLE TRANSACTION FOR THE REMAINING PARTICIPANTS (MICHAEL J. CASTRO AND BELINDA MARTINEZ). THESE TAXABLE AMOUNTS ARE INCLUDED ON SCHEDULE J AND REPORTED IN PART II, ROW (II), COLUMN (B) (III) (AND CARRIED TO FORM 990, PART VII, SECTION A, COLUMN (E)). SEE RELATED NOTE ABOVE FOR SCHEDULE J, PART I, LINE 4B, WHICH DESCRIBES THE RELATED ORGANIZATION'S SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. CHRISTOPHER J KOTCHICK DDS PARTICIPATING PROVIDER 213275 DENTAL CLAIM PAYMENTS 0 FORM 990, PART VI, SECTION A, LINE 4 THE BYLAWS FOR THE ORGANIZATION WERE AMENDED IN 2020 TO ELIMINATE THE DIRECTOR TERM LIMIT OF TWO CONSECUTIVE THREE-YEAR TERMS, AS WELL AS CORRESPONDING PROVISIONS MAKING OFFICER TERMS ACCRETIVE TO DIRECTOR TERMS, AND TO IMPLEMENT ANNUAL DIRECTOR TERMS. ADDITIONAL AMENDMENTS ESTABLISHED A MANDATORY RETIREMENT AGE OF 75 YEARS FOR DIRECTORS; ELIMINATED THE LIMIT OF THREE CONSECUTIVE TERMS OF OFFICE FOR ALL OFFICERS; ESTABLISHED A MINIMUM THREE-YEAR TERM FOR THE CHAIR OF THE BOARD; ELIMINATED THE IMMEDIATE PAST CHAIR OFFICER ROLE; AND REMOVED THE SECRETARY AND TREASURER FROM THE COMPOSITION OF THE EXECUTIVE COMMITTEE. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS ONE CLASS OF MEMBERS, DESIGNATED CORPORATE MEMBERS, WHO ARE DIRECTORS OF DENTEGRA GROUP, INC., THE ORGANIZATION'S PARENT HOLDING COMPANY. FORM 990, PART VI, SECTION A, LINE 7A THE ORGANIZATION'S DIRECTORS VOTE ON PERSONS NOMINATED AS DIRECTORS FOR ENDORSEMENT TO THE CORPORATE MEMBERS, WHO ELECT THE DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B THE CORPORATE MEMBERS MUST APPROVE ANY CHANGES TO SPECIFIED BYLAWS PROVISIONS. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION'S CFO AND LEGAL COUNSEL OVERSEE THE COMPLETION OF THE FORM 990 AND, PRIOR TO FILING, REVIEW IT WITH THE PRESIDENT/CEO AND WITH THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 12C EACH DIRECTOR IS REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY, AND BETWEEN ANNUAL STATEMENTS IS REQUIRED TO DISCLOSE ANY NEW POSITION OR RELATIONSHIP FORMED THAT POTENTIALLY RAISES A CONFLICT OF INTEREST. LEGAL COUNSEL REVIEWS THESE DISCLOSURES AND REPORTS THE INFORMATION TO THE FULL BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION PAID TO THE CEO AND EXECUTIVE VICE PRESIDENTS IS APPROVED BY THE COMPENSATION COMMITTEE OF THE PARENT HOLDING COMPANY OF THE ORGANIZATION, WHICH ALSO SERVES AS THE COMPENSATION COMMITTEE FOR THE ORGANIZATION. THE COMPENSATION COMMITTEE APPROVES COMPENSATION FOR THE ENSUING YEAR AFTER REVIEWING COMPARABILITY DATA PRESENTED BY AN INDEPENDENT OUTSIDE COMPENSATION CONSULTANT, AN ASSESSMENT OF EACH OFFICER'S PERFORMANCE OVER THE PRECEDING YEAR, AND THE ORGANIZATION'S PROGRAM ACCOMPLISHMENTS FOR THE PRIOR YEAR. COMPENSATION PAID TO DIRECTORS IS ALSO APPROVED BY THE COMPENSATION COMMITTEE AFTER REVIEWING COMPARABILITY DATA IN A BENCHMARKING STUDY PREPARED AND PRESENTED BY AN INDEPENDENT OUTSIDE COMPENSATION CONSULTANT RETAINED BY THE BOARD OF DIRECTORS. THESE PROCESSES WERE FOLLOWED FOR 2020 COMPENSATION. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION ANNUALLY INCLUDES MAJOR PORTIONS OF ITS FINANCIAL STATEMENT IN A PUBLISHED ANNUAL REPORT THAT IS MADE AVAILABLE TO PERSONS OR ENTITIES KNOWN TO HAVE AN INTEREST IN THE ORGANIZATION, AND IS AVAILABLE TO THE LARGER PUBLIC UPON REQUEST. STATUTORY FINANCIAL STATEMENTS ARE INCLUDED IN QUARTERLY AND ANNUAL RETURNS TO STATE DEPARTMENTS OF INSURANCE REGULATING THE ORGANIZATION WHICH RETURNS ARE AVAILABLE TO THE PUBLIC. THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS OR CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC. FORM 990, PART VII; SCHEDULE J; SCHEDULE R: THE ORGANIZATION, REGULATED BY THE PENNSYLVANIA INSURANCE DEPARTMENT, IS A MEMBER OF THE DELTA DENTAL OF CALIFORNIA ENTERPRISE COMPANIES, WHICH INCLUDE DELTA DENTAL OF CALIFORNIA, DELTA DENTAL OF PENNSYLVANIA AND AFFILIATED COMPANIES OPERATING IN 15 STATES, THE DISTRICT OF COLUMBIA, PUERTO RICO AND THE U.S. VIRGIN ISLANDS. THE ENTERPRISE COMPANIES COMPRISE ONE OF THE NATION'S LARGEST DENTAL BENEFITS DELIVERY SYSTEMS COVERING 38 MILLION ENROLLEES AND PROCESSING 34.6 MILLION CLAIMS. TOTAL REVENUE FOR THE ENTERPRISE WAS APPROXIMATELY $8.1 BILLION IN 2020. THE ORGANIZATION REPRESENTS APPROXIMATELY 9% OF TOTAL ENTERPRISE REVENUES. 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