2020-08-26T18:10:52-05:00 2019-12-31 KPMG LLP 1918 Eighth Avenue Suite 2900 Seattle WA 98101 990 2019-01-01 910621480 Delta Dental of Washington % BRADLEY BERG DELT 2065221300 400 Fairview Ave N Suite 800 Seattle WA 98109 BRADLEY A BERG CFO & COO 2065521300 2020-08-20 true Lisa M Meyer P01490170 2069134000 2020-08-17 127.0.0.1 91023620202395000000 2020-08-26 P 6E770CD519BA6876BD0634D854F7FAF3DC90A68F 1590C7FA890B17EBF3065598D54DE9C1E0B0B0BB 2019 2020-11-19 02:30:22Z Bradley A Berg 400 Fairview Ave N Suite 800 Seattle WA 98109 1484732513 false X www.deltadentalwa.com X 1954 WA DDWA WILL REVOLUTIONIZE THE ORAL HEALTH INDUSTRY AND IMPROVE OVERALL HEALTH. 11 5 472 148 0 0 154623 66492 1373802840 1428336700 7421105 11133949 101460 273078 1381480028 1439810219 3616441 1920892 1246316566 1296713993 49730710 53195136 0 0 0 73884623 67503451 1373548340 1419333472 7931688 20476747 253151922 266429189 70712015 63633014 182439907 202796175 X SEE SCHEDULE O false false 1341040667 1428251588 SEE SCHEDULE O 2157864 SEE SCHEDULE O 1471480 1471480 SEE SCHEDULE O 606092 0 85112 smilemobile & volunteer time 170000 170000 0 WDSF WATER FLUORIDATION 184275 26612 0 MATCHING DONATIONS 252800 252800 0 OTHER DONATIONS 1213167 449412 85112 1345883178 false false true false false false false false false true false false false false false false true false false false false false false false false false true false true false false false false false false false false false false false false true true true true false true 63813 0 true 472 true false false false false false false true false X 11 5 false false false false true true false true true false false true true true true true true true true false WA X BRADLEY BERG 2065221300 400 FAIRVIEW AVE N SUITE 800 SEATTLE WA 98109 X Dwyer James D Former President & CEO 0.0 0.0 X 2645977 0 11115 Mitchke Mark D President & CEO 36.0 4.0 X X 2173131 0 276449 Berg Bradley COO & CFO 36.0 4.0 X 1370047 0 152422 Aliabadi Karen Chief HR Strategist 40.0 0.0 X 827591 0 99341 Rutherford Eve M DIRECTOR - BRD. & DDS FEES 10.0 3.0 X 0 762982 0 Lowry-Oakes Diane Chief Mission Officer 20.0 20.0 X 471162 0 95934 Lo Eric VP, UNDERWRITING/ACTUARIAL 40.0 0.0 X 462597 0 86057 Snyder Cindy VP, INNOVATION/PROV RELATIONS 40.0 0.0 X 421160 0 73048 Outlaw Sonja Former Director of IT OPS 40.0 0.0 X 416834 0 27508 Whitney Garrett CHIEF INFORMATION OFFICER 40.0 0.0 X 342451 0 66707 Lay Linda VP, Sales 40.0 0.0 X 328307 0 57879 Labberton Wells K VICE CHAIR - BRD. & DDS FEES 14.0 4.0 X X 0 314646 0 Jahrman Christopher DIRECTOR, OPER & PATIENT EXP 40.0 0.0 X 249471 0 38813 Bartlett Ryan Director of Finance 40.0 0.0 X 241629 0 43835 Cheung Stephen DIRECTOR, MKTG & PROD STRAT 40.0 0.0 X 229625 0 44089 Chang Seong Former Tech Product Owner, Inf 40.0 0.0 X 241128 0 19214 Farrell Anne V Chair 11.0 4.0 X X 0 162428 0 Seely Jeffrey T Secretary 13.0 4.0 X X 0 142147 0 Brown Colleen B Treasurer 5.0 1.0 X X 0 138208 0 Phipps Gerald S Director 19.0 6.0 X 0 134726 0 Harwell Janis L Director 9.0 3.0 X 0 132198 0 Beck G Douglas Director 11.0 4.0 X 0 125956 0 Tune James F Director 10.0 3.0 X 0 117764 0 Armstrong Scott Director 14.0 4.0 X 0 116877 0 10421110 2147932 1092411 105 true true false 8 WEST UNIT 1 CURRAHEEN ROAD CORK 0 EI SOFTWARE DEVELOPMENT 5399857 WYSSTA SERVICES INC PO BOX 86 STEVENS POINT WI 54481 INDIVIDUAL PLAN TPA 4800778 RED CARD SYSTEMS LLC 744 OFFICE PARKWAY ST LOUIS MO 63141 PRINTING/MAILING 4506032 BOUTEN CONSTRUCTION CO PO Box 3507 SPOKANE WA 99220 CONSTRUCTION 2338036 ENCARA INC 4818 Starkey Road SW ROANOKE VA 24018 PLAN ADVERTISING 2265073 103 15650 50842 66492 PROGRAM REVENUE 524114 1428251588 1428251588 SMILEMOBILE (MOBILE DENTIST OFFICE) 621990 85112 85112 1428336700 6269770 6269770 9995 9995 0 0 0 0 49776478 44859219 63075 4917259 -63075 4854184 4854184 0 0 0 0 0 0 0 0 0 OTHER INCOME 900099 273078 273078 273078 1439810219 1428609778 11133949 1920892 1920892 0 0 1296713993 1296713993 11378492 3679428 7699064 0 29022487 12156963 16865524 2027918 622534 1405384 7882960 2942272 4940688 2883279 1190519 1692760 0 196009 20713 175296 341367 341367 79201 79201 0 378845 378845 5650238 3971102 1679136 4130363 2157865 1972498 7750975 4237361 3513614 5131098 110719 5020379 0 4439825 100172 4339653 1575424 603458 971966 0 567856 139514 428342 4 4 0 8458433 42118 8416315 296723 296723 TAXES & SERVICE CHARGES 13366490 1859038 11507452 COMMISSIONS 13096461 13096461 DUES & SUBSCRIPTIONS 1349700 59693 1290007 RESEARCH & DEVELOPMENT 316563 158282 158281 377876 20876 357000 1419333472 1345883178 73450294 0 290984 11737966 2719778 1165156 0 0 21139355 27741126 0 0 0 0 0 0 0 0 4925766 5619474 83482275 58073945 27338975 25408330 194418934 191783156 1400320 1410333 0 0 0 0 917810 1563648 253151922 266429189 64799489 56081423 1100000 112897 4812526 7438694 0 0 0 0 0 0 0 0 0 0 0 0 70712015 63633014 X 182439907 202796175 0 0 182439907 202796175 253151922 266429189 X 20476747 15479521 -15600000 X false true X true false 238500 238500 238500 true AMY WALEN FOR STATE HOUSE PO BOX 853 REDMOND WA 98073 824989832 1000 ANNETTE CLEVELAND FOR STATE SENATE 6400 NE HIGHWAY 99 SUITE G340 VANCOUVER WA 98665 454514627 1000 BOB HASEGAWA FOR STATE SENATE 2016 PO BOX 84331 SEATTLE WA 98124 201930625 1000 BRUCE CHANDLER CAMPAIGN PO BOX 1108 ZILLAH WA 98953 912066326 1000 CAMPAIGN TO ELECT PAUL HARRIS 1916 SE 130TH AVE VANCOUVER WA 98683 272531536 1000 CITIZENS FOR FRANK CHOPP 4130 1ST AVE S SUITE D SEATTLE WA 98134 320020852 1000 Schedule C Part I-A Line 1 DDWA PROVIDES DIRECT CAMPAIGN CONTRIBUTIONS TO CANDIDATES FOR WASHINGTON STATE ELECTED EXECUTIVE OFFICE, LEGISLATIVE OFFICE, AND POLITICAL ORGANIZATIONS IN ORDER TO PROMOTE AN ENVIRONMENT FOR IMPROVED ORAL HEALTH AND OVERALL HEALTH CARE POLICY, AS WELL AS TO SUPPORT OUR OVERALL MISSION OF IMPROVING HEALTH IN OUR STATE. DDWA ALSO PROVIDES LIMITED, DIRECT SUPPORT FOR LOCAL LEVEL CANDIDATES OR INITIATIVES THAT PROMOTE A POSITIVE BUSINESS CLIMATE IN WASHINGTON STATE. ALL CONTRIBUTIONS ARE CONDUCTED IN ACCORDANCE WITH FEDERAL AND STATE LAWS AND REPORTING REQUIREMENTS. 0 351239 351239 0 13029689 2576831 10452858 0 14080665 11988644 2092021 0 56020682 43508470 12512212 25408330 true American Academy of Pediatrics 345 PARK BLVD ITASCA IL 60143 362275597 501(c)(3) 50000 Funding to support national fluoridation education Public Health Seattle King County 401 5TH AVE Seattle WA 98104 KING COUNTY 153300 Funding to expand ABCD Choice Regional Health Network 1217 4TH AVE E STE 200 OLYMPIA WA 98506 460360899 501(c)(3) 76706 Funding to support Care Coordination Commu Health Care School Based Health Ctr 1148 BROADWAY SUITE 100 TACOMA WA 98402 911349657 501(c)(3) 61000 Capital funding for clinic expansion Olympia Union Gospel Mission PO BOX 7668 OLYMPIA WA 98507 911680748 501(c)(3) 29751 Funding to support increasing dental access North Sound ACH 1204 RAILROAD AVE SUITE 200 BELLINGHAM WA 98225 814680689 501(c)(3) 44500 Funding to support sealant program, Funding to support teledentistry, Funding toward increasing dental access Yakima Valley Farm Workers Clinic PO BOX 190 TOPPENISH WA 98948 911019392 501(c)(3) 122360 Risk corridor for teledentistry pilot Project Access NW 1111 HARVARD AVE SEATTLE WA 98122 204377921 501(c)(3) 10000 Funding to cover Medicaid spend down Better Health Together 1023 W RIVERSIDE SPOKANE WA 99201 900997482 501(c)(3) 40000 Funding to support LIN coordination Communities in Schools 905 W RIVERSIDE AVE SPOKANE WA 99201 581289174 501(C)(3) 88450 Funding to support sealant program Northwest Portland Area Indian Health 2121 SW BROADWAY PORTLAND OR 97201 930718154 501(C)(3) 45000 Funding for Dental Therapy evaluation Spokane Regional Health District 1101 W COLLEGE AVE SPOKANE WA 99201 911527532 501(C)(3) 36964 Funding to support opioid education and LIN Evaluation Aging and Long-term Care of Eastern Washington 1222 N POST STREET SPOKANE WA 99201 911017706 501(C)(3) 8091 Funding to support care coordination Frontier Behavior Health 107 SOUTH DIVISION STREET SPOKANE WA 99202 910853801 501(C)(3) 78268 Funding to support oral health coordination Spokane Neighborhood Action Partners 3102 W FT GEORGE WRIGHT DR SPOKANE WA 99224 911311127 501(C)(3) 30000 Funding to support oral health access Port Gamble S'Klallam Dental Clinic 31912 LITTLE BOSTON RD NE KINGSTON WA 98346 910875163 501(C)(3) 100000 Capital funding for clinic expansion Klickitat Valley Health Rural Health Center Dental 310 S ROOSEVELT GOLDENDALE WA 98620 916001738 501(C)(3) 125000 Capital funding for clinic expansion Society of Teachers of Family Medicine 11400 TOMAHAWK CREEK PARK LEAWOOD KS 66211 510187107 501(c)(3) 196020 FUNDING TO SUPPORT SMILES FOR LIFE International Community Health Services Dental Cli PO Box 3007 SEATTLE WA 98114 910947084 501(C)(3) 150000 Capital funding for clinic expansion HealthPoint Dental Clinic 955 POWELL AVE SW RENTON WA 98057 910884412 501(C)(3) 75000 Capital funding for clinic expansion Bellingham Technical College 3028 LINDBERGH AVE BELLINGHAM WA 98225 911658027 501(C)(3) 7500 Funding for program support Seattle Indian Health Board 611 12th AVE SOUTH SEATTLE WA 98144 910869056 501(C)(3) 10000 Funding to participate in Task Force NYU OHNEP 105 EAST 17TH STREET NEW YORK NY 10003 135562308 501(C)(3) 10000 Funding to support oral health integration Latino Community Fund PO BOX 30669 SEATTLE WA 98103 205987399 501(c)(3) 10000 Funding to participate in Task Force Asian Pacific Cultural Center 4851 S TACOMA WAY TACOMA WA 98409 911854410 501(C)(3) 10000 Funding to participate in Task Force Urban League of Metropolitan Seattle 105 14TH AVE SEATTLE WA 98122 910575954 501(C)(3) 10000 Funding to participate in Task Force Washington Association for Community Health 101 CAPITOL WAY N OLYMPIA WA 98501 911323282 501(C)(3) 43978 Funding to support Dental Learning Network Proteus Fund 15 RESEARCH DRIVE AMHERST MA 01002 043243004 501(C)(3) 40000 Funding for Census capacity building and Oral Health WA Department of Health PO BOX 47822 OLYMPIA WA 98504 WASHINGTON 32000 Funding to support water operator education LHAQ'TEMISH FOUNDATIONS 2665 KWINA ROAD BELLINGHAM WA 98226 911836621 501(C)(3) 30000 Funding for provider training 30 Schedule I Part I Line 2 THE GRANTEE IS REQUIRED TO SIGN A GRANT AGREEMENT STATING THAT THEY WILL USE THE FUNDS ONLY FOR PURPOSES OUTLINED IN THE GRANT AGREEMENT AND APPLICATION. THE GRANTEE IS REQUIRED TO FILE REPORTS ON REGULAR INTERVALS OUTLINING THE USE OF FUNDS. GRANTEE IS ALSO REQUIRED TO RETURN UNUSED FUNDING IF APPLICABLE. X X true true X X X X true true false false false false false false false Dwyer James D Former President & CEO 257975 1954094 433908 9482 0 1633 0 2657092 0 445036 0 Mitchke Mark D President & CEO 850000 1312500 10631 246000 0 30449 0 2449580 0 0 0 Berg Bradley COO & CFO 645804 717804 6439 126532 0 25890 0 1522469 0 0 0 Aliabadi Karen Chief HR Strategist 368869 443307 15415 75000 0 24341 0 926932 0 0 0 Rutherford Eve M DIRECTOR - BRD. & DDS FEES 125882 0 637100 0 0 0 0 0 762982 0 0 Lowry-Oakes Diane Chief Mission Officer 270765 134584 65813 65298 0 30636 0 567096 0 0 0 Lo Eric VP, UNDERWRITING/ACTUARIAL 306665 150456 5476 62188 0 23869 0 548654 0 0 0 Snyder Cindy VP, INNOVATION/PROV RELATIONS 276400 135708 9052 52850 0 20198 0 494208 0 0 0 Outlaw Sonja Former Director of IT OPS 177443 62999 176392 13574 0 13934 0 444342 0 0 0 Whitney Garrett CHIEF INFORMATION OFFICER 257607 82359 2485 36257 0 30450 0 409158 0 0 0 Lay Linda VP, Sales 285733 31685 10889 48235 0 9644 0 386186 0 0 0 Labberton Wells K VICE CHAIR - BRD. & DDS FEES 158117 0 156529 0 0 0 0 0 314646 0 0 Jahrman Christopher DIRECTOR, OPER & PATIENT EXP 206508 46216 -3253 16521 0 22292 0 288284 0 0 0 Bartlett Ryan Director of Finance 199698 45089 -3158 15976 0 27859 0 285464 0 0 0 Cheung Stephen DIRECTOR, MKTG & PROD STRAT 202873 28955 -2203 16230 0 27859 0 273714 0 0 0 Chang Seong Former Tech Product Owner, Inf 145650 50987 44491 10309 0 8905 0 260342 0 0 0 Farrell Anne V Chair 162428 0 0 0 0 0 0 0 0 0 162428 0 0 SCHEDULE J PART I LINE 1a ANY FIRST CLASS TRAVEL IS SUBJECT TO THE APPROVAL OF THE CEO OR CFO. DDWA PROVIDES A WELLNESS PROGRAM WHICH REIMBURSES APPROVED EXPENSES FOR ALL EMPLOYEES WORKING 30 HOURS OR MORE A WEEK, WITH A MAXIMUM PAYABLE OF $480 PER YEAR FOR HEALTH CLUB MEMBERSHIPS, AEROBIC OR GENERAL EXERCISE CLASSES, WEIGHT LOSS PROGRAMS, STRESS MANAGEMENT AND MASSAGE THERAPY. THESE REIMBURSEMENTS ARE TREATED AS TAXABLE INCOME. DDWA GROSSES UP BOARD MEMBER FEES TO COVER B&O TAXES ASSESSED ON DIRECTOR FEES PAID TO THE BOARD. SCHEDULE J PART I LINE 3 THE HUMAN RESOURCES AND COMPENSATION COMMITTEE (HRCC) OF THE BOARD OF DIRECTORS ENGAGES AN INDEPENDENT EXTERNAL CONSULTANT TO EVALUATE THE COMPENSATION OF ALL KEY EMPLOYEES, INCLUDING PRESIDENT AND CEO, COO/CFO,VP Underwriting/Actuarial, CIO, VP OF SALES, CHIEF HUMAN RESOURCE STRATEGIST, VP NETWORK STRATEGY AND BUSINESS ENABLEMENT, CEO/PRESIDENT OF ARCORA FOUNDATION, AND CHIEF MISSION OFFICER OF WASHINGTON DENTAL SERVICE, IN COMPARISON TO THE PRACTICE OF SIMILAR EMPLOYERS IN THE MARKETPLACE. THE PROCESS IS CONDUCTED ON AN ANNUAL BASIS. SCHEDULE J PART I LINE 4b THE COMPANY MAKES CONTRIBUTIONS TO A NONQUALIFIED PERFORMANCE BASED COMPENSATION PLAN, AS DETERMINED BY THE BOARD OF DIRECTORS, WHICH IS SUBJECT TO CODE SECTION 457(B). PLAN PARTICIPANTS ARE BOARD-APPROVED EXECUTIVE LEADERSHIP WHO RECEIVE AN ANNUAL CONTRIBUTION BASED ON A PERCENTAGE OF THE PRIOR YEAR EARNINGS LESS THE COMPANY MATCHING CONTRIBUTION TO THE 401(K) PLAN. COMPANY CONTRIBUTIONS ARE DIRECTED BY EACH PARTICIPANT, BUT VESTING OF THE BENEFIT IS SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE AS REQUIRED BY CODE SECTION 409(A). CONTRIBUTIONS MADE IN 2019 WERE AS FOLLOWS: MARK MITCHKE, PRESIDENT/CEO, $221,000; BRADLEY BERG, CHIEF OPERATING AND FINANCIAL OFFICER, $101,532; ERIC LO, VP UNDERWRITING/ACTUARIAL, $43,188; CINDY SNYDER, VP NETWORK STRATEGY AND BUSINESS ENABLEMENT, $30,738; KAREN ALIABADI, CHIEF HR STRATEGIST, $50,000; DIANE LOWRY-OAKES, CHIEF MISSION OFFICER OF WASHINGTON DENTAL SERVICE, $46,298; GARRETT WHITNEY, CHIEF INFORMATION OFFICER, $17,257; LINDA LAY, VP OF SALES, $25,376. THE 457(B) PLAN HAD TOTAL ASSETS OF $1,044,000 AT DECEMBER 31, 2019. IN ADDITION, THERE IS ANOTHER 457(B) NONQUALIFIED SERP DEFERRED COMPENSATION PLAN FOR SENIOR MANAGEMENT THAT THE COMPANY DOES NOT MAKE ANY CONTRIBUTIONS TO. EACH OF THE FOLLOWING PARTICIPANTS CONTRIBUTED $19,000 TO THE PLAN DURING 2019 - MARK MITCHKE, BRADLEY BERG, ERIC LO, AND DIANE LOWRY-OAKES. JAMES DWYER AND GARRETT WHITNEY contributed $2,293 and $5,000, respectively. THE PLAN HAD TOTAL ASSETS OF $688,000 AT DECEMBER 31, 2019. SCHEDULE J PART I LINE 6a THE BOARD OF DDWA ANNUALLY APPROVES A COMPANY-WIDE BONUS MATRIX BASED ON FIVE METRICS, ONE OF WHICH WAS BASED ON THE OPERATING PROFIT MARGIN FOR THE FISCAL YEAR. THE OTHER METRICS WERE ADMINISTRATIVE COST, NEW SALES FOR SMALL AND LARGE CUSTOMERS, AND CUSTOMER PERSISTENCY (RETENTION). Form 990 Part I Line 1 and Part III Line 1 DDWA WILL REVOLUTIONIZE THE ORAL HEALTH INDUSTRY AND IMPROVE OVERALL HEALTH. THIS INCLUDES, BUT IS NOT LIMITED TO, THE FOLLOWING: TO SECURE DENTAL SERVICE FOR EMPLOYER GROUPS, INDIVIDUALS AND THEIR FAMILIES; PROVIDE INNOVATIVE PRODUCTS AND SERVICES; TO ENCOURAGE, FOSTER AND FINANCE PROFESSIONAL AND SCIENTIFIC STUDY AND RESEARCH IN THE GENERAL FIELD OF ORAL HEALTH; AND TO EDUCATE THE PUBLIC CONCERNING THE NEED FOR AND ADVANTAGE OF ADEQUATE DENTAL TREATMENT. Form 990, Part III, Line 4a DDWA provides dental insurance for over 3,368,000 members throughout the state of Washington and across the nation. Working collectively with producers and benefit managers, we offer standard insurance benefits, as well as highly customized plans to meet the needs of individuals and their families. We have contracted with nearly 4,700 dentists, creating a network of providers serving patients across the state. As a member of the Delta Dental Plans Association, a national association supporting Delta insurers nation-wide, our members are able to access Delta contracted providers in every state. In 2019, DDWA processed over 6,946,000 claims for subscribers and their dependents. To ensure providers are submitted claims appropriately, we audited over 35,000 individual claims, the results of which include education of dental office staff on the use of CDT codes, invoicing procedures and reducing common errors. Form 990, Part III, Line 4b Delta Dental of Washington promotes the value of dental benefits and importance of oral health through marketing efforts in media advertising, public relations, event sponsorships and direct outreach to customers. Market research findings show these activities improve our ability to reach and encourage audiences to embrace good oral health and make wise use of dental benefits. Form 990, Part III, Line 4c Dental decay is the single most common chronic disease of early childhood - five times more common than asthma. Nearly one in five adults, nationally, has untreated dental cavities. The Arcora Foundation (the Foundation), a wholly owned subsidiary of DDWA, supported almost exclusively by DDWA, focuses much of their work specifically on children and seniors, and works closely with partner organizations to develop and implement innovative programs. The Access to Baby and Child Dentistry (ABCD) programs expand access to dental care for young children in Washington State by providing dental services, both preventative and restorative - to Medicaid-enrolled children up to age six. In counties with ABCD, the utilization of dental services increased from 21% to 53% from 1997 to 2019. The Early Intervention in Medical Settings programs are training pediatricians in the advantages and techniques of oral screening, applying fluoridation and referring high risk patients for dental care. Form 990, Part III, Line 4d 1. Water fluoridation is the most important step a community can take to improve the oral health of all residents. The Foundation promotes legislation to encourage fluoridation and provides assistance to groups who are committed to bringing the benefits of fluoride to their communities. Since 2001, an additional 244,000 Washingtonians are receiving the health benefits associated with fluoridated water as a result of the Foundation's work. 2. Assisting the work of the Foundation are DDWA employees volunteering their time. DDWA enables all employees to engage with the public regarding oral health through the use of two volunteer days per year. Volunteer time is spent working on the SmileMobile, a mobile dental facility traveling to underserved areas of the state. More than 40,000 low-income and at-risk-children state-wide received dental services since the inception of the Foundation operated SmileMobile. Volunteer time is also spent handing out flyers promoting oral health to Washington citizens at fairs, the zoo, parades, and events across the state. 3. DDWA matches donations made by employees to non-profit organizations with official IRS 501(c)(3) status, although the following organizations/events are not eligible for matching: churches, political campaigns/organizations, capital funding, fraternal/labor organizations, trips/tours, mass mailings, organizations/groups that discriminate for any reason including, but not limited to, race, color, religion, creed, age, sex, sexual orientation or national origin. FORM 990, PART VI, LINE 6 DDWA'S MEMBER DENTISTS ARE CONSIDERED MEMBERS OF THE COMPANY'S PARENT COMPANY, WDS. MEMBER DENTISTS ELECT THE DENTAL MEMBERS OF THE WDS BOARD OF DIRECTORS, IN ACCORDANCE WITH THE WDS BYLAWS. WDS DIRECTORS ALSO CURRENTLY SERVE AS DIRECTORS ON THE DDWA BOARD. FORM 990, PART VI, LINE 7A THE GOVERNANCE & NOMINATING COMMITTEE (GNC) OF THE BOARD OF DIRECTORS SOLICITS ADVICE ON CANDIDATES AND SUBMITS NOMINEES TO THE BOARD FOR CONSIDERATION AND APPROVAL TO BE VOTED UPON. THE ENTIRE MEMBERSHIP ELECTS AND RE-ELECTS MEMBER DIRECTORS, WHO COMPRISE A MINORITY OF THE BOARD. THE INCUMBENT INDEPENDENT DIRECTORS NOMINATE AND ELECT OR RE-ELECT INDEPENDENT DIRECTORS. A MEMBER ADVISORY PANEL (MAP) CONSISTS OF TEN TO FIFTEEN MEMBERS THAT ARE SELECTED BY THE BOARD FROM NOMINEES BY THE GNC. THE MAP PROVIDES CONSULTATION TO THE COMPANY, INCLUDING THE GNC AND BOARD, ON A VARIETY OF MATTERS. FORM 990, PART VI, LINE 11B THE 990 IS COMPLETED BY KPMG. THE FORM 990 AND SUPPORTING DOCUMENTATION IS REVIEWED AND APPROVED BY THE SENIOR ACCOUNTING MANAGER, DIRECTOR OF FINANCE AND THE CFO/COO. ELECTRONIC COPIES OF THE RETURN ARE PROVIDED FOR REVIEW TO ALL BOARD MEMBERS PRIOR TO SUBMISSION TO THE IRS. FORM 990, PART VI, LINE 12C THE INVESTMENT AND AUDIT COMMITTEE OF THE BOARD IS CHARGED WITH MONITORING PROPOSED OR ON-GOING TRANSACTIONS FOR CONFLICTS OF INTEREST AND ADDRESSING ANY POTENTIAL OR ACTUAL CONFLICTS. PURSUANT TO THE CONFLICT OF INTEREST POLICY, AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE, AIMED AT DETERMINING ANY FAMILY AND BUSINESS RELATIONSHIPS AND TRANSACTIONS, OR OTHER TRANSACTIONS THAT MAY POSE A POTENTIAL CONFLICT, IS DISTRIBUTED TO ALL COVERED PERSONS (I.E. BOARD MEMBERS, OFFICERS AND EXECUTIVE LEADERSHIP OR KEY EMPLOYEES). COVERED PERSONS ARE REQUIRED TO DISCLOSE REAL OR POTENTIAL CONFLICTS AT THE TIME WHEN SUCH CONFLICTS ARISE. WHEN SOMEONE BECOMES A COVERED PERSON AND ANNUALLY THEREAFTER, THEY ARE REQUIRED TO EXPLICITLY ACKNOWLEDGE A STATEMENT AFFIRMING THAT HE/SHE: (1) HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY; (2) HAS READ THE POLICY AND UNDERSTANDS SAID POLICY; AND (3) AGREES TO COMPLY WITH ALL REQUIREMENTS OF THE POLICY, INCLUDING COMPLETING THE CONFLICTS OF INTEREST QUESTIONNAIRE IF ANY CONFLICTS EXIST. THE COMPLETED QUESTIONNAIRES THAT NOTE ANY CONFLICTS ARE REVIEWED BY THE BOARD AND ANY PERSONS WITH ACTUAL OR POTENTIAL CONFLICTS ARE INFORMED OF ANY ACTION VIA WRITTEN COMMUNICATION. THE PROCEDURES FOR ADDRESSING ANY CONFLICT OF INTEREST INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: (1) THE CONFLICTING INTEREST IS FULLY DISCLOSED TO THE BOARD; (2) THE INTERESTED PERSON RESPONDS TO FACTUAL QUESTIONS RELATED TO THE SUBSTANCE OF THE TRANSACTION OR ARRANGEMENT BEING CONSIDERED, AFTER WHICH HE/SHE SHALL LEAVE THE MEETING; (3) THE PERSON WITH THE CONFLICT OF INTEREST IS EXCLUDED FROM THE DISCUSSION AND APPROVAL OF SUCH TRANSACTION; (4) ALTERNATIVES TO THE PROPOSED TRANSACTION ARE INVESTIGATED, COMPETITIVE BIDS OR COMPARABLE VALUATIONS ARE OBTAINED IF DEEMED APPROPRIATE; (5) CONFLICTING ISSUES DURING THE COURSE OF A BOARD MEETING WHICH CANNOT BE RESOLVED ARE REFERRED TO THE GOVERNANCE AND NOMINATING COMMITTEE; AND (6) THE TRANSACTION OR ACTION MUST BE APPROVED BY A MAJORITY OF DISINTERESTED PERSONS. FORM 990, PART VI, LINE 15 THE BOARD APPOINTS A HUMAN RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD (THE HRCC), NONE OF WHOM MAY HAVE A CONFLICT OF INTEREST WITH RESPECT TO ANY COMPENSATION ARRANGEMENTS, TO BE ACCOUNTABLE FOR SETTING REASONABLE COMPENSATION PACKAGES FOR THE CEO. IN 2019, THE HRCC DEVELOPED, CONSISTENT WITH THE ORGANIZATION'S PHILOSOPHY AND PRINCIPLES, THE ANNUAL PERFORMANCE GOALS AND CRITERIA TO BE USED IN DETERMINING MERIT INCREASES AND VARIABLE COMPENSATION CRITERIA FOR OFFICERS AND KEY EMPLOYEES. THE HRCC ALSO HIRES A QUALIFIED INDEPENDENT COMPENSATION AND BENEFITS SPECIALIST (INDEPENDENT EXPERT) TO REVIEW, ANALYZE AND PROVIDE BENCHMARKING DATA FOR THE TOTAL COMPENSATION AND BENEFIT PACKAGES OF OFFICERS AND KEY EMPLOYEES. APPROPRIATE COMPARABILITY DATA IS OBTAINED FROM THE INDEPENDENT EXPERT, I.E., TOTAL ECONOMIC BENEFITS PAID BY SIMILAR SITUATED ORGANIZATIONS (BOTH TAXABLE AND TAX-EXEMPT) FOR SIMILAR JOB RESPONSIBILITIES. THE HRCC'S WRITTEN RECORDS INCLUDE THE (1) TERMS OF THE ARRANGEMENTS WITH THE OFFICERS AND KEY EMPLOYEES (INCLUDING THE DATE THE ARRANGEMENT WAS APPROVED); (2) A LIST OF MEMBERS PRESENT DURING THE DISCUSSION ON ANY ARRANGEMENTS; AND (3) A DESCRIPTION OF THE COMPARABLE DATA RELIED UPON BY THE HRCC. KEY DELIBERATIONS OF THE HRCC ARE ALSO DOCUMENTED IN MINUTES WHICH ARE APPROVED AT THE NEXT HRCC MEETING. THE MOST RECENT COMPENSATION REVIEW WAS COMPLETED IN 2019, AND INCLUDED THE PRESIDENT/CHIEF EXECUTIVE OFFICER, CHAIR, VICE CHAIR, SECRETARY, TREASURER, CHIEF EXECUTIVES, AND OTHER VICE PRESIDENT ROLES. FORM 990, PART VI, LINE 19 FINANCIAL STATEMENTS AND DISCLOSURES ARE FILED QUARTERLY AND ANNUALLY WITH THE WASHINGTON STATE OFFICE OF THE INSURANCE COMMISSIONER (OIC) AS A MATTER OF PUBLIC RECORD. ALL DOCUMENTS SO FILED ARE AVAILABLE TO THE PUBLIC ON THE OIC WEBSITE. AMENDMENTS TO BYLAWS ARE FILED WITH THE WASHINGTON SECRETARY OF STATE'S OFFICE FROM TIME-TO-TIME AS THEY ARE APPROVED BY THE GOVERNING BODY. GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VII, SECTION A, LINE 1A THE FOLLOWING DIRECTORS ALSO RECEIVED CLINICAL REIMBURSEMENTS IN ADDITION TO THEIR DIRECTOR'S FEES, THE TOTAL OF WHICH IS REPORTED IN COLUMN D - REPORTABLE COMPENSATION FROM THE ORGANIZATION. LABBERTON, WELLS, K. - $314,646 ------------------------------- DIRECTOR FEE - $158,117 CLINICAL REIMBURSEMENT - $156,529 PHIPPS, GERALD S. - $134,726 ------------------------------- DIRECTOR FEE - $126,267 CLINICAL REIMBURSEMENT - $8,459 RUTHERFORD, EVE M. - $762,982 ------------------------------- DIRECTOR FEE - $125,882 CLINICAL REIMBURSEMENT - $637,100 FORM 990, PART XI, LINE 9 On December 23, 2019, Delta Dental of Washington distributed $15,600,000 in cash and cash equivalents to its sole member Washington Dental Service. ARCORA FOUNDATION 400 FAIRVIEW AVE N SUITE 800 SEATTLE WA 98109 910621480 EDUCATION WA 163000 1495000 DDWA WASHINGTON DENTAL SERVICE FUND 400 FAIRVIEW AVE N SUITE 800 SEATTLE WA 98109 911281990 EDUCATION WA 501(c)(3) 10 DDWA true WASHINGTON DENTAL SERVICE 400 FAIRVIEW AVE N SUITE 800 SEATTLE WA 98109 270937829 HOLDING CO. WA 501(c)(4) NA true false false false false false false false false false false false false false false true false true true false WASHINGTON DENTAL SERVICE r 15600000 CASH/INVESTMENT WASHINGTON DENTAL SERVICE o 1374828 CASH WASHINGTON DENTAL SERVICE q 14400 SHARED SERVICES