2018-11-13T19:11:43-06:00 2017-12-31 ERNST & YOUNG US LLP 2100 ONE PPG PLACE PITTSBURGH PA 15222 990 2017-01-01 042674079 TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION INC % UMESH KURPAD TUFT 6179729400 705 MOUNT AUBURN STREET WATERTOWN MA 024721508 EDWARD TEXERIA VP, CONTROLLER 6179729400 2018-11-13 true EILEEN WEBB P01641852 4126447800 98.217.127.68 04750420183175000014 2018-11-13 P 7E659306EFE8AB3B64B9EC1E9A33CFA3490291F4 36455B2BDA99E2162F05488401542DAAB5EDB38C 2017 2019-02-21 02:37:17Z Thomas Croswell 705 Mount Auburn Street Watertown MA 024721508 2747938641 false X www.tuftshealthplan.com X 1979 MA TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC.'S (TAHMO) MISSION IS TO IMPROVE THE HEALTH AND WELLNESS OF THE DIVERSE COMMUNITIES WE SERVE. 13 11 374 0 88166 0 0 0 2554120867 2555327301 -27735502 2716198 113197 645465 2526498562 2558688964 607528 10432898 2255246318 2198843502 24033425 22981440 0 0 0 249721547 241374163 2529608818 2473632003 -3110256 85056961 1200972052 1086814837 432870505 442528365 768101547 644286472 X SEE SCHEDULE O false false 965718587 4734388 1159592687 ONE OF TAHMO'S LARGEST PRODUCTS IS ITS COMMERCIAL HMO. IN 2017, THE HMO PROVIDED AFFORDABLE HEALTH COVERAGE TO APPROXIMATELY 182,344 MEMBERS. SEE SCHEDULE O 1165489351 5191603 1271578202 TAHMO OFFERS PRODUCTS TO MEDICARE ELIGIBLE ENROLLEES. IN 2017, TUFTS HEALTH PLAN MEDICARE PREFERRED (TRUFTS MEDICARE PREFERRED) PROVIDED AFFORDABLE HEALTH COVERAGE TO APPROXIMATELY 111,043 MEMBERS IN MASSACHUSETTS. SEE SCHEDULE O 63809583 354330 86785880 THE ORGANIZATION PROVIDES ACCESS TO AFFORDABLE CARE THROUGH A DUAL-ELIGIBLE PROGRAM. SEE SCHEDULE O 30458816 152577 37370532 2225476337 false false false false false false false false false true true false true true false true 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 false true true true false true 13454 0 true 374 true true true false false false false false X 13 11 true true true false true true true true true false false true true true true true true true true false MA X UMESH KURPAD 6179729400 705 MOUNT AUBURN STREET WATERTOWN MA 024721508 X SUSAN WINDHAM-BANNISTER DIRECTOR 4.0 0.0 X 54500 0 0 PETER DROTCH DIRECTOR 5.0 0.0 X 59000 0 0 THOMAS CROSWELL PRESIDENT & CEO 20.0 30.0 X X 0 1730340 170133 Irina Simmons DIRECTOR 3.0 0.0 X 48000 0 0 JAMES MCNULTY DIRECTOR (UNTIL 6/17) 2.0 0.0 X 28000 0 0 THOMAS O'NEILL III DIRECTOR 5.0 3.0 X 42500 5500 0 Bertram Scott Director 3.0 0.0 X 42000 0 0 ROBERT SPELLMAN Chairman of the Board 8.0 0.0 X X 75000 0 0 MARY ANNA SULLIVAN DIRECTOR 4.0 0.0 X 0 0 0 GREG TRANTER DIRECTOR 5.0 0.0 X 58000 0 0 Eileen Auen DIRECTOR 3.0 0.0 X 45000 0 0 Frank Torti DIRECTOR 3.0 0.0 X 41000 0 0 MICHAEL J MCCOLGAN DIRECTOR (FROM 7/17) 1.0 0.0 X 17500 0 0 JEFF A WEISS DIRECTOR (FROM 6/17) 1.0 0.0 X 16500 0 0 UMESH KURPAD SVP & CFO 25.0 25.0 X 0 905836 109883 PATRICIA TREBINO SVP, chief operation officer 25.0 25.0 X 0 739509 96411 PATRICIA BLAKE PRESIDENT, SENIOR PRODUCTS 50.0 0.0 X 0 633740 127760 PAUL KASUBA SVP & CMO 25.0 25.0 X 0 608553 112975 TRACEY CARTER SVP & CHIEF ACTUARY 25.0 25.0 X 0 583996 153024 MARC SPOONER EXEC VP, COMMERCIAL & GOV Pdts 25.0 25.0 X 0 677514 222081 CHRISTOPHER GORTON SVP (UNTIL 12/31/17) 0.0 50.0 X 0 679750 82933 ROLAND PRICE TREASURER & VP 26.0 24.0 X 0 399457 97361 LYDIA GREENE SVP, CHIEF HR OFFICER 25.0 25.0 X 0 527791 70244 Marc Backon PRESIDENT, Comrcl prdt 15.0 35.0 X 0 573624 76938 Mary Mahoney Clerk, SVP, CHIEF LEGAL OFC 25.0 25.0 X 0 555713 65760 Derek Abruzzese SVP, Chief Strategy Officer 25.0 25.0 X 0 451936 144721 Maurice Hebert SVP, Fin & Chf Accntng offcr 25.0 25.0 X 0 616703 88852 KRISTIN LEWIS SVP, CHIEF PUB AFFAIRS OFFICER 20.0 30.0 X 0 392724 102078 JAMES ROOSEVELT consultant 20.0 30.0 X 0 780968 93949 JOSEPH IMBIMBO Chief Technology Officer 36.0 14.0 X 0 414711 71548 MIRIAM SULLIVAN VP OF PHARMACY & HLTH PRGRMS 25.0 25.0 X 0 411889 57221 CYNTHIA N ROSENBERG VP, CMO SP (UNTIL 7/17) 50.0 0.0 X 0 442245 27806 SONIA HAGOPIAN VP, CORPORATE COMMUNICATIONS 25.0 25.0 X 0 434978 61499 LOIS CORNELL FMR CAO&GEN CNSL(UNTIL 12/15) 0.0 0.0 X 0 424230 0 527000 12991707 2033177 0 true true false CGI TECHNOLOGIES AND SOLUTIONS 12907 COLLECTIONS CENTER DRIVE CHICAGO IL 60693 OUTSIDE LABOR 7337715 NTT DATA INC 100 CITY SQUARE BOSTON MA 02129 OUTSIDE LABOR 6032315 DELOITTE CONSULTING LLP 200 BERKLEY STREET BOSTON MA 02116 OUTSIDE LABOR 2140926 MEDHOKINC 5550 WIDLEWILD AVE TAMPA FL 33634 OUTSIDE LABOR 1371714 MAGELLAN BEHAVIORAL HEALTH PO BOX 785341 PHILADELPHIA PA 19178 OUTSOURCING 1228129 5 0 COMMERCIAL 524114 1159592687 1159592687 0 0 MEDICARE 524114 1271578202 1271578202 0 0 MEDICAID 524114 86785880 86785880 0 0 MEDICARE COMPLEMENT 524114 37370532 37370532 0 0 2555327301 18899107 18899107 0 0 88166 88166 0 88166 88166 173066768 189249677 -16182909 -16182909 -16182909 0 0 0 0 0 0 0 0 0 OTHER INCOME 524114 557299 557299 557299 2558688964 2555884600 88166 2716198 10432898 10432898 0 0 0 2198843502 2198843502 575500 0 575500 0 0 0 0 0 17321536 17321536 0 0 0 0 0 0 5084404 5084404 0 0 0 0 0 0 150594458 0 150594458 0 0 0 0 0 1147797 918238 229559 0 0 0 0 0 0 0 0 0 0 0 55353849 55353849 4448694 3558955 889739 0 1006502 0 1006502 0 526494 421195 105299 0 0 0 0 0 3404114 0 3404114 0 383787 0 383787 0 0 0 0 0 412567 412567 0 0 0 0 0 0 3262 2610 652 0 32891836 0 32891836 0 0 0 0 0 LICENSING FEE -21655204 -17324163 -4331041 HEALTH ASSESSMENT 1303128 1303128 INVESTMENT FEES & LOC EXP 4297135 4297135 ALL OTHER EXPENSES 7255744 5804595 1451149 2473632003 2225476337 248155666 0 0 0 9578999 52761886 0 0 29594370 7903940 0 0 0 0 0 0 0 0 0 0 189703721 63047943 123304876 126655778 988795013 700438609 0 129574016 0 0 0 0 49698794 69480608 1200972052 1086814837 93994904 101619881 0 0 15870750 14087512 0 0 0 0 0 0 0 0 84291668 75791671 238713183 251029301 432870505 442528365 X 768101547 644286472 0 0 0 0 768101547 644286472 1200972052 1086814837 X 85056961 -13494000 -195378036 X false true X true false 14052397 14052397 111827165 24365608 87461557 63824159 38682335 25141824 126655778 INVESTMENT IN TAHP 37667862 C INVESTMENT INTEGRA 89367232 C COMMON STOCKS - INTEGRA 2538922 F 129574016 0 CLAIMS PAYABLE 231274701 DUE TO AFFILIATES 13545669 CMS SUBSIDY CLEARING 6208931 251029301 2554303663 2554303663 4297135 88166 4385301 2558688964 2469334868 2469334868 4297135 4297135 2473632003 FORM 990, SCHEDULE D, PART X, LINE 2 ASC 740 (FKA FIN 48) FOOTNOTE IN 2017, THE AUDITED FINANCIAL STATEMENTS FOR THE TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION DID NOT DISCLOSE AN ASC 740 FOOTNOTE. RECONCILIATION OF REVENUE PER AUDITED FINANCIAL STMTS WITH REVENUE PER 990 SCHEDULE D, PART XI, LINE 4B RENTAL INCOME NOT RECORDED ON FINANCIAL STATEMENTS $88,166 FORM 990, SCHEDULE D, PART X, LINE 2 true Alzheimer's Association 309 WAVERLEY OAKS ROAD WALTHAM MA 02452 133039601 501(C)(3) 30000 Hope on the Harbor Associated Industries of Massachusetts 1 Beacon Street Floor 16 Boston MA 02108 041045830 501(C)(6) 21000 2017/2018 AIM Leader Boston Symphony Orchestra 301 Massachusetts Avenue Boston MA 02115 042103550 501(C)(3) 7000 Presidents at Pops Greater Boston Chamber of Commerce 265 Franklin St Boston MA 02110 041103090 501(C)(6) 14800 Boston Chamber Health Care for All 30 Winter St 10th Fl Boston MA 02108 043071598 501(C)(3) 10000 For The People 2017 New England Council 98 N Washington St 201 Boston MA 02114 041661090 501(C)(6) 8000 Annual Dinner Operation ABLE OF GREATER BOSTON INC 131 Tremont St Boston MA 02111 042761871 501(C)(3) 10000 Starfish thrower Project Hope 444 Harrison Avenue Dorchester MA 02125 042748880 501(C)(3) 10000 RISE & SHINE Reliant Medical Group Foundation INC 630 Plantation St Worcester MA 01605 222912515 501(C)(3) 25000 CHARITY AUCTION The Family Pantry of Cape Cod 133 Queeen Anne RD Harwich MA 02645 223079904 501(C)(3) 10000 Summer Gala The Schwartz Center FOR COMPASSIONATE HEALTHCARE 205 Portland Street Boston MA 02114 041564655 501(C)(3) 35000 Healthcare Dinner & executive sponsorship FENWAY COMMUNITY HEALTH CENTER INC 1340 BOYLSTON ST BOSTON MA 02215 042510564 501(c)(3) 6000 2017 HEALTH SPONSOR WATERTOWN POLICE EMPLOYEES ASSOCIATION 552 MAIN STREET WATERTOWN MA 02472 046063845 501(c)(5) 15000 POLICE FINISH STRONG RACE MASSACHUSETTES ALLIANCE OF PORTUGUESE SPEAKERS 1046 CAMBRIDGE ST CAMBRIDGE MA 02139 042596270 509(A)(2) 10000 2017 AWARDS GALA THE AUTISM PROJECT 1516 ATWOOD AVE JOHNSTON RI 02919 050512037 501(c)(3) 6000 2017 IMAGINE WALK YEAR END DONATION HUMAN RIGHTS CAMPAIGN 1640 RHODE ISLAND AVE NW WASHINGTON DC 20036 521243457 501(c)(4) 7825 ANNUAL NE DINNER CHILDREN'S FRIEND AND SERVICE 153 SUMMER ST PROVIDENCE RI 02903 050258819 501(C)(3) 5750 2017 Holiday Drive Associao Caboverdiana de Brockton Inc 575 N MONTELLO ST BROCKTON MA 02301 042636477 501(c)(3) 7000 ANNUAL EVENTS ENHANCE ASIAN COMMUNITY ON HEALTH INC 257 NORTHAMPTON ST 510 BOSTON MA 02118 472130807 501(C)(3) 6000 CHINESE NEW YEAR HEALTH FORUMS FISHING PARTNERSHIP HEALTH PLAN 30 Chestnut Ave 2 BURLINGTON MA 01803 043436352 509(a)(2) 7500 FISHING PARTNERSHIP SUPPORT SERVICES TUFTS HEALTH PLAN FOUNDATION INC 705 MOUNT AUBURN STREET WATERTOWN MA 02472 261374263 501(c)(3) 10059975 GRANTS TO RELATED ORGANIZATIONS NAMI MASSACHUSETTS 529 MAIN ST 1M17 BOSTON MA 02129 042777012 509(A)(2) 10000 NAMIWALKS MASS 2017 END OF YEAR DONATION 17 5 Form 990, Schedule I DESCRIPTION OF ORGANIZATION'S PROCEDURES FOR MONITORING THE USE OF GRANTS THE ORGANIZATION ONLY CONTRIBUTES TO TAX-EXEMPT ORGANIZATIONS UNDER 501(C) AND CERTAIN GOVERNMENTAL UNITS. THE ORGANIZATION CONTRIBUTES TO WELL ESTABLISHED, NON-PROFIT ORGANIZATIONS THAT HAVE ESTABLISHED POLICIES AND PROCEDURES FOR MONITORING THE USE OF FUNDS. X X X X X X true true false false false true true false false JAMES ROOSEVELT consultant 0 348614 0 332594 0 99760 0 93949 0 0 0 874917 0 99760 THOMAS CROSWELL PRESIDENT & CEO 0 890865 0 706350 0 133125 0 163839 0 6294 0 1900473 0 130657 UMESH KURPAD SVP & CFO 0 518959 0 315155 0 71722 0 98619 0 11264 0 1015719 0 73546 PATRICIA TREBINO SVP, chief operation officer 0 426229 0 258841 54439 0 80174 0 16237 0 835920 0 59872 LOIS CORNELL FMR CAO&GEN CNSL(UNTIL 12/15) 0 0 0 0 0 424230 0 0 0 0 0 424230 0 0 PATRICIA BLAKE PRESIDENT, SENIOR PRODUCTS 0 384210 0 204158 0 45372 0 111599 0 16161 0 761500 0 52924 PAUL KASUBA SVP & CMO 0 369742 0 196470 0 42341 0 96764 0 16211 0 721528 0 50532 TRACEY CARTER SVP & CHIEF ACTUARY 0 356910 0 186172 0 40914 0 136962 0 16062 0 737020 0 47124 MARC SPOONER EXEC VP, COMMERCIAL & GOV Pdts 0 420383 0 210480 0 46651 0 205836 0 16245 0 899595 0 54120 CHRISTOPHER GORTON SVP (UNTIL 12/31/17) 0 396719 0 202989 0 80042 0 76643 0 6290 0 762683 0 21523 ROLAND PRICE TREASURER & VP 0 256503 0 107092 0 35862 0 86798 0 10563 0 496818 0 30199 LYDIA GREENE SVP, CHIEF HR OFFICER 0 320312 0 170205 0 37274 0 61816 0 8428 0 598035 0 39852 JOSEPH IMBIMBO Chief Technology Officer 0 275022 0 115146 0 24543 0 56290 0 15258 0 486259 0 33268 MIRIAM SULLIVAN VP OF PHARMACY & HLTH PRGRMS 0 275550 0 115044 0 21295 0 46486 0 10735 0 469110 0 26782 Marc Backon PRESIDENT, Comrcl prdt 0 370619 0 193323 0 9682 0 75554 0 1384 0 650562 0 7890 Mary Mahoney Clerk, SVP, CHIEF LEGAL OFC 0 337588 0 176093 0 42032 0 64496 0 1264 0 621473 0 40288 Derek Abruzzese SVP, Chief Strategy Officer 0 282932 0 150343 0 18661 0 128928 0 15793 0 596657 0 27500 Maurice Hebert SVP, Fin & Chf Accntng offcr 0 360098 0 264034 0 -7429 0 72677 0 16175 0 705555 0 0 CYNTHIA N ROSENBERG VP, CMO SP (UNTIL 7/17) 0 205625 0 88839 0 147781 0 17267 0 10539 0 470051 0 0 SONIA HAGOPIAN VP, CORPORATE COMMUNICATIONS 0 224592 0 93769 0 116617 0 45919 0 15580 0 496477 0 0 KRISTIN LEWIS SVP, CHIEF PUB AFFAIRS OFFICER 0 263731 0 106141 0 22852 0 86354 0 15724 0 494802 0 0 SCHEDULE J, PART I, LINE 3 THE COMPENSATION COMMITTEE (THE "COMMITTEE") OF THE BOARD OF DIRECTORS (THE "BOARD") OF TUFTS HEALTH PLAN, INC. (TUFTS HP OR THE "COMPANY") REVIEWS AND ADMINISTERS TOTAL REMUNERATION OPPORTUNITIES, POLICIES, PROGRAMS, AND MAJOR CHANGES IN TUFTS HP'S BENEFIT PLANS THAT ARE APPLICABLE TO THE OFFICERS AND EXECUTIVES OF THE COMPANY (THE "EXECUTIVES" - THESE INCLUDE THE CEO AND ALL SENIOR VICE PRESIDENTS), AS WELL AS TO THE GENERAL AUDITOR, CHIEF COMPLIANCE & ETHICS OFFICER, AND ANY OTHER INDIVIDUAL OR GROUPS THE COMMITTEE DEEMS APPROPRIATE BASED ON ITS INTERPRETATION OF THE DEFINITION OF "DISQUALIFIED PERSONS" IN SECTION 4958 OF THE INTERNAL REVENUE CODE OF 1986. THE COMMITTEE IS COMPRISED OF INDEPENDENT DIRECTORS OF THE COMPANY.PRIOR TO THE RESTRUCTURING DESCRIBED IN RESPONSE TO PART VI, LINE4, THIS COMMITTEE RESIDED AT THE TAHMO LEVEL. THE COMMITTEE REPORTS TO THE FULL BOARD OF DIRECTORS. FOR CEO COMPENSATION, THE COMMITTEE REVIEWS THE INFORMATION DESCRIBED BELOW AND RECOMMENDS THE CEO'S COMPENSATION TO THE FULL BOARD FOR ITS APPROVAL. THE COMMITTEE REVIEWS AND APPROVES COMPENSATION RECOMMENDATIONS FROM THE CEO FOR OTHER EXECUTIVES, AND PROVIDES A REPORT TO THE FULL BOARD ON THIS INFORMATION. IT IS THE BOARD'S INTENTION THAT THE COMMITTEE WILL PERFORM ITS DUTIES IN A MANNER THAT WILL ESTABLISH A PRESUMPTION THAT THE TOTAL REMUNERATION OFFERED TO EXECUTIVES AND OTHER "DISQUALIFIED PERSONS" ARE REASONABLE. COMPARABILITY DATA AND REASONABLENESS THE TOTAL COMPENSATION OPPORTUNITIES PROVIDED TO EXECUTIVES OF THE COMPANY ARE INTENDED TO BE COMPETITIVE WITH, AND IN REASONABLE COMPARISON TO, THOSE OPPORTUNITIES PROVIDED BY ORGANIZATIONS IN THOSE BUSINESS SECTORS WITH WHICH THE COMPANY COMPETES FOR EXECUTIVE TALENT. THE BOARD BELIEVES THAT SUCH COMPETITORS ARE NOT LIMITED TO OTHER HEALTHCARE INSTITUTIONS AND THAT COMPARISONS SHOULD BE MADE TO THE COMPENSATION PRACTICES OF A CROSS-SECTION OF BUSINESS SECTORS IN BOTH FOR-PROFIT AND NOT-FOR-PROFIT ORGANIZATIONS, WHEN APPROPRIATE. THE COMMITTEE RETAINS INDEPENDENT COMPENSATION CONSULTANTS TO PROVIDE DATA AS NECESSARY, AND ALSO USES AVAILABLE SOURCES OF INDEPENDENT DATA ON COMPENSATION. PEER ORGANIZATIONS AND PUBLISHED SURVEY SOURCES WILL BE APPROVED BY THE COMMITTEE BASED ON ITS REASONABLE DETERMINATION. THE COMMITTEE MAY ALSO RELY ON MEMBERS OF MANAGEMENT AND OUTSIDE ADVISORS, CONSULTANTS, AND COUNSEL TO PROVIDE MARKET DATA REPORTS, ANALYSIS, AND OPINIONS WITH RESPECT TO COMPENSATION-RELATED MATTERS. THE DATA REVIEWED CONSISTS OF COMPARABLE, RELEVANT MARKET DATA FOR THE COMPANY'S POSITIONS FROM PUBLISHED SURVEYS, AND OTHER AVAILABLE SOURCES, OF HEALTH AND MANAGED CARE INSTITUTIONS AND THE GENERAL INDUSTRY. OTHER SURVEYS OF SPECIALIZED SKILL SETS OR EMPLOYEE ATTRIBUTES CRITICAL TO THE SUCCESS OF THE COMPANY, E.G., ACTUARIAL, LEGAL, ETC., ARE ALSO INCORPORATED AS NEEDED, ALONG WITH GEOGRAPHIC REFERENCES TO THE BOSTON AND NEW ENGLAND LABOR MARKETS. THE COMMITTEE WILL RELY ON THIS MARKET DATA TO ASSESS, DETERMINE, AND VALIDATE COMPENSATION LEVELS FOR THE COMPANY'S EXECUTIVES. THE COMMITTEE USES THIS DATA IN ITS REVIEW OF: - SETTING BASE SALARIES - IN LIGHT OF MARKET DATA AND THE INDIVIDUAL'S PERFORMANCE, BACKGROUND, EXPERIENCES, AND PERSONAL SKILLS. BASE SALARY WILL BE SET SO THAT THE TARGETED POSITIONING OF AN EXECUTIVE IS AT THE 50TH PERCENTILE FOR EACH POSITION. ACTUAL BASE SALARY MAY VARY BASED ON SKILLS, BACKGROUND, AND EXPERIENCE. - ANNUAL INCENTIVE COMPENSATION - THE COMPANY'S GOAL IS TO PROVIDE COMPETITIVE AND REASONABLE OPPORTUNITIES UNDER THE TERMS OF AN EXECUTIVE ANNUAL INCENTIVE PLAN FOR THE SELECTED POSITIONS WHICH ARE RESPONSIBLE FOR ACHIEVING PERFORMANCE GOALS THAT REFLECT THE OVERALL MISSION OF THE COMPANY, AND THE STRATEGIC DIRECTION OF THE COMPANY FOR THE PERFORMANCE YEAR. THE COMMITTEE MAKES EVERY EFFORT TO ESTABLISH A PRESUMPTION THAT THE TOTAL REMUNERATION OPPORTUNITIES PROVIDED TO EXECUTIVES ARE REASONABLE; AS SUCH PRESUMPTION IS CONTEMPLATED IN SECTION 4958 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME. IN ESTABLISHING THE PRESUMPTION OF REASONABLENESS, THE COMMITTEE MAY ENGAGE THE PROFESSIONAL SERVICES OF INDEPENDENT LEGAL COUNSEL, COMPENSATION EXPERTS, ACCOUNTANTS, AND OTHER EXPERTS AND ADVISORS. TIMING EXECUTIVE BENCHMARKING IS COMPLETED EVERY TWO YEARS FOR THOSE INDIVIDUALS UNDER THE COMPENSATION COMMITTEE'S PURVIEW BY THE EXTERNAL CONSULTANT ENGAGED BY THE COMPENSATION COMMITTEE. TO COMPLETE THE ANALYSIS, THE CONSULTANT: - COLLECTED RELEVANT INFORMATION REGARDING THE COMPANY'S OPERATIONS, COMPLEXITY, STRUCTURE, SIZE, AND SCOPE, AS WELL AS RELEVANT BACKGROUND ON THE EXECUTIVES' DUTIES AND SCOPE OF RESPONSIBILITIES; - DETERMINED THE SURVEY SOURCES TO USE IN THE ANALYSIS, BASED ON THE COMPANY'S COMPETITIVE MARKET FOR EXECUTIVE POSITIONS (AS DESCRIBED ABOVE); - MATCHED THE COMPANY'S EXECUTIVE POSITIONS IN THE SURVEYS BASED ON THE COMPANY'S SIZE COMPLEXITY, AND SCOPE, AS WELL AS ACCORDING TO SPECIFIC POSITION RESPONSIBILITIES AND REPORTING RELATIONSHIPS; - VALIDATED THE SURVEY SOURCES AND MARKET MATCHES WITH THE INTERNAL COMPENSATION TEAM TO ENSURE CONSISTENCY; - REVIEWED, COMPILED, AND SUMMARIZED THE DATA IN REPORT FORM. THE REPORT SUMMARIZING THE RESULTS OF THE ANALYSIS WAS PRESENTED TO THE COMPENSATION COMMITTEE FOR DISCUSSION AND DELIBERATION. DOCUMENTATION A SUMMARY OF THE DISCUSSIONS AND DELIBERATIONS OF THE COMMITTEE ARE DOCUMENTED IN THE MEETING MINUTES, WHICH ARE REVIEWED AND APPROVED BY THE COMMITTEE. COPIES OF ALL MEETING MATERIALS DISTRIBUTED PRIOR TO AND DURING THE MEETING ARE MAINTAINED IN THE CORPORATE RECORDS ALONG WITH MEETING MINUTES. SCHEDULE J, PART I, LINE 4A LOIS CORNELL RECEIVED $424,230 IN SEVERANCE. CYNTHIA ROSENBERG RECEIVED $103,000 IN SEVERANCE. SCHEDULE J, PART I, LINE 4B THE RELATED ORGANIZATION MAINTAINS AN EXECUTIVE SAVINGS PLAN (ESP) FOR ITS SENIOR MANAGERS WITH THE TITLE DIRECTOR AND ABOVE. THE NUMBERS LISTED ON SCHEDULE J PART II COLUMN C REFLECT BOTH THE EMPLOYEE DEFERRALS AS WELL AS THE EMPLOYER CONTRIBUTIONS TO THE ESP. FORM 990, SCHEDULE J, LINE 6 THE OFFICERS AND KEY EMPLOYEES OF TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC. (TAHMO) LISTED ON PART VII PARTICIPATE IN AN EXECUTIVE INCENTIVE PLAN THAT IS BASED ON THE OVERALL ANNUAL SUCCESS OF THE ORGANIZATION. THE ORGANIZATION'S GOALS ARE ESTABLISHED EARLY IN THE YEAR AND APPROVED BY ITS INDEPENDENT BOARD OF DIRECTORS. ONE OF THE COMPONENTS OF THE PLAN IS BASED ON MEETING TARGETED NET EARNINGS. ORGANIZATION'S MISSION STATEMENT FORM 990, PART III, LINE 1 TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC.'S (TAHMO) MISSION IS TO IMPROVE THE HEALTH AND WELLNESS OF THE DIVERSE COMMUNITIES IT SERVES. TAHMO IS RESPONSIBLE FOR ARRANGING THE DELIVERY OF COMPREHENSIVE, PREVENTIVE AND THERAPEUTIC HEALTH CARE SERVICES TO SUBSCRIBING INDIVIDUALS IN RETURN FOR A FIXED MONTHLY PAYMENT. SERVICES ARE PROVIDED THROUGH A CONTRACTED NETWORK OF INDEPENDENT PROVIDER GROUPS AND HOSPITALS WITHIN THE SERVICE AREA. TAHMO PRODUCTS ARE AVAILABLE TO ALL SIZE EMPLOYER GROUPS, INCLUDING A MERGED SMALL GROUP AND INDIVIDUAL MARKET, AND ARE BASED ON COMMUNITY RATING METHODOLOGIES. TAHMO ALSO OFFERS PRODUCTS TO INDIVIDUALS WHO ARE MEDICARE AND/ OR MEDICAID ELIGIBLE. TAHMO PROVIDES A BROAD RANGE OF PROGRAMS DESIGNED TO EDUCATE ITS MEMBERS IN HEALTH MAINTENANCE AND DISEASE PREVENTION. TAHMO IS DEDICATED TO OFFERING A VARIETY OF QUALITY, INNOVATIVE HEALTH COVERAGE OPTIONS AT THE LOWEST COST, AND TO IMPROVING ACCESS TO AFFORDABLE HEALTH CARE BY DEVELOPING AND EMPLOYING STRATEGIES THAT IMPROVE THE ALLOCATION OF HEALTH CARE RESOURCES. IN ADDITION TO PROVIDING THESE SERVICES TO ITS MEMBERS, TAHMO IS DEDICATED TO PROVIDING AND FUNDING HEALTH PROGRAMS THAT BENEFIT THE COMMUNITY TAHMO SERVES. PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4A HMO ONE OF TAHMO'S LARGEST PRODUCTS IS ITS COMMERCIAL HMO. IN 2017, THE HMO PROVIDED AFFORDABLE HEALTH COVERAGE TO APPROXIMATELY 182,344 MEMBERS. TAHMO STRIVES TO PROVIDE HMO COVERAGE THAT IS AFFORDABLE, AND PROVIDES ACCESS TO TOP QUALITY HEALTH CARE SERVICES. TAHMO ALSO PROVIDES PROGRAMS THAT TARGET THE IMPROVEMENT OF THE HEALTH OF ITS MEMBERS, AS WELL AS THE COMMUNITY AT LARGE. QUALITY: IN THE NATIONAL COMMITTEE FOR QUALITY ASSURANCE (NCQA) 2017-2018 RATINGS, TAHMO WAS ONE OF ONLY 13 PLANS IN THE COUNTRY TO BE RATED 5 OUT OF 5 FOR ITS EXCELLENCE IN PROVIDING INNOVATIVE, HIGH-QUALITY HEALTH CARE COVERAGE TO ITS HMO AND POS MEMBERS. TAHMO HAS ATTAINED NCQA'S HIGHEST RATING SINCE 1996. TAHMO HAS ALSO IMPLEMENTED PROGRAMS WITH PROVIDERS THAT FOCUS ON THE QUALITY OF HEALTH CARE SERVICES PROVIDED AND, IN SOME INSTANCES, WHICH TAILOR REIMBURSEMENT FOR SERVICES BASED IN PART ON QUALITY STANDARDS. TAHMO PROVIDES SPECIALTY CARE MANAGEMENT SERVICES FOR ITS MEMBERS WITH COMPLEX MEDICAL AND BEHAVIORAL HEALTH CONDITIONS. TAHMO MEMBERS RECEIVE TARGETED HEALTH REMINDERS TO ENCOURAGE PREVENTIVE HEALTH CARE, SUCH AS FOR FLU VACCINES AND PNEUMOVAX. TAHMO'S CARE MANAGERS ASSIST MEMBERS WHO ARE ILL OR DISABLED IN NAVIGATING THE HEALTH CARE SYSTEM AND PROVIDE REFERRALS TO COMMUNITY RESOURCES. OUR ONLINE HEALTH AND WELLNESS RESOURCE CENTER, AVAILABLE TO THE COMMUNITY AT LARGE, INCLUDES A LIBRARY OF TOOLS AND READY-MADE PRINT AND ELECTRONIC MATERIALS. THESE RESOURCES HELP TO ENCOURAGE HEALTHY BEHAVIORS, INCREASE DEMAND FOR PREVENTIVE HEALTH, AND DRIVE ENGAGEMENT IN PROGRAMS THAT EDUCATE AND EMPOWER HEALTHIER LIFESTYLES AND REDUCE HEALTH RISKS. TOPICS INCLUDE PREVENTIVE CARE BENEFITS, HEALTHY EATING AND WEIGHT CONTROL, EXERCISE AND FITNESS, MANAGING STRESS AND HEART HEALTH, CANCER PREVENTION, AND TOBACCO CESSATION. WE ALSO OFFER A VARIETY OF WELLNESS PROGRAMS AT THE WORKSITE SUCH AS FLU SHOTS, CHOLESTEROL SCREENINGS, STRESS MANAGEMENT, AND MORE. OUR CERTIFIED WELLNESS CONSULTANTS CAN HELP EMPLOYERS FORM A WELLNESS COMMITTEE, ASSESS THE NEEDS OF EMPLOYEES, ASSIST WITH A PERSONAL HEALTH ASSESSMENT CAMPAIGN, AND PROVIDE GUIDANCE ON SUPPORTING A 'CULTURE OF WELLNESS.' TAHMO'S ONLINE MEMBER PORTAL SERVES AS A CENTRAL HUB FOR LIFESTYLE MANAGEMENT PROGRAM COMPONENTS, HEALTH AND WELLNESS CONTENT, AND TOOLS. THE PORTAL OFFERS A PERSONAL HEALTH ASSESSMENT AND RESOURCES DESIGNED TO ENCOURAGE INDIVIDUALS TO LEAD HEALTHIER LIVES BASED ON THEIR INTERESTS, OVERALL HEALTH CONDITION, AND MANY OTHER PERSONAL ATTRIBUTES. TAHMO ALSO PUBLISHES WELL! MAGAZINE ONCE A YEAR IN APRIL. THE MAGAZINE IS AN EDUCATIONAL RESOURCE ON TOPICS PERTAINING TO ACCESS TO CARE, PREVENTIVE CARE, HEALTH INFORMATION AND HEALTH CARE REMINDERS. IT ALSO PROVIDES INFORMATION FOR MEMBERS ON HOW TO GET THE MOST OF TUFTS HEALTH PLAN'S BENEFITS. WELL IS MAILED TO COMMERCIAL MEMBERS' HOMES AND IS AVAILABLE TO THE PUBLIC ON THE PUBLIC WEBSITE HTTPS://TUFTSHEALTHPLAN.COM/MEMBER/HEALTH-INFORMATION-TOOLS/WELL-MAGAZINE ACCESS: TAHMO'S MEMBERS HAVE ACCESS TO MORE THAN 108 HOSPITALS, 40,000 PRIMARY CARE PROVIDERS AND SPECIALISTS, AND 19,000 ALLIED HEALTH PROFESSIONALS, AS WELL AS CONDITION MANAGEMENT PROGRAMS, PREVENTION AND WELLNESS PROGRAMS. AFFORDABILITY: TAHMO'S GOAL IS TO PROVIDE THE HIGHEST QUALITY HEALTH CARE SERVICES AT THE LOWEST COST TO AS MANY MASSACHUSETTS AND RHODE ISLAND RESIDENTS AS POSSIBLE. UNDER THE DIRECTION OF ITS CHIEF MEDICAL DIRECTOR, TAHMO HAS DESIGNED HEALTH MANAGEMENT PROGRAMS TO SIMULTANEOUSLY LOWER MEDICAL COSTS AND IMPROVE QUALITY AND OUTCOMES. BY LOWERING MEDICAL COSTS, TAHMO IS ABLE TO OFFER COMPETITIVE PREMIUM RATES AND PROVIDE COVERAGE TO MORE PEOPLE. TAHMO MEMBERS RECEIVE DISCOUNTS ON A VARIETY OF SERVICES TO MAINTAIN A HEALTHY LIFESTYLE, AND ONLINE TOOLS TO MAXIMIZE BENEFITS OFFERED AND TO MAKE INFORMED HEALTH CARE DECISIONS. EXAMPLES INCLUDE DISCOUNTS ON MEMBERSHIPS IN PARTICIPATING FITNESS CLUBS, NUTRITIONAL COUNSELING VISITS, WEIGHT LOSS PROGRAMS. RECOGNIZING THAT STRESS IS A UNIQUE CONTRIBUTOR TO POOR HEALTH, TAHMO ALSO PROVIDES DISCOUNTS TO MEMBERS FOR A MINDFULNESS AND STRESS REDUCTION PROGRAM, MASSAGE THERAPY, ACUPUNCTURE, AND OTHER SERVICES AND PRODUCTS RELATED TO STRESS RELIEF. TAHMO IS COMMITTED TO IMPROVING THE HEALTH OF THE COMMUNITY AS WELL AS THAT OF ITS MEMBERS. THE ORGANIZATION TAKES THIS COMMITMENT SERIOUSLY AND HAS A DEDICATED COMMUNITY PARTNERSHIP PROGRAM THAT PROVIDES IN-KIND AND FINANCIAL SUPPORT TO NOT-FOR-PROFIT PROGRAMS THROUGHOUT MASSACHUSETTS. SUPPORT IS BROAD BASED AND REFLECTS DIVERSE SPONSORSHIP OF ORGANIZATIONS THAT PROMOTE IMPROVED COMMUNITY HEALTH. SOME EXAMPLES OF PHILANTHROPY INCLUDE FUNDING TO HEALTH CARE FOR ALL, THE ALZHEIMER'S ASSOCIATION, AND THE MASSACHUSETTS ASSOCIATION FOR MENTAL HEALTH. TUFTS HEALTH PLAN FOUNDATION, INC: TO PROVIDE COMMUNITY BENEFITS ABOVE AND BEYOND ITS REGULAR LINES OF BUSINESS, TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC. (TAHMO) ESTABLISHED THE TUFTS HEALTH PLAN FOUNDATION, A 501(C) (3) CHARITABLE AND SUPPORTING ORGANIZATION OF TAHMO. THE FOUNDATION ALIGNED ITS MISSION TO THAT OF TUFTS HEALTH PLAN TO LEVERAGE THE PLAN'S GREATEST ASSET (ITS PEOPLE) IN A MORE DELIBERATE WAY ON BEHALF OF COMMUNITY: TO IMPROVE THE HEALTH AND WELLNESS OF THE DIVERSE COMMUNITIES WE SERVE. THE FOUNDATION ACHIEVES THIS MISSION PRIMARILY THROUGH COMMUNITY INVESTMENTS AND CONVENING ACTIVITIES THAT ARE FOCUSED ON HEALTHY LIVING WITH AN EMPHASIS ON OLDER ADULTS, PARTICULARLY THE MOST VULNERABLE IN OUR SOCIETY. IN 2017, THE FOUNDATION MADE 46 GRANTS TOTALING NEARLY $3.12 MILLION TO NONPROFITS; THE GRANTS ENGAGE MORE THAN 550 COMMUNITY-BASED ORGANIZATIONS. SUMMARY: IN SUMMARY, TAHMO IS DEDICATED TO OFFERING A VARIETY OF QUALITY, INNOVATIVE HEALTH COVERAGE OPTIONS AT THE LOWEST COST AND TO IMPROVING ACCESS TO AFFORDABLE HEALTH CARE BY DEVELOPING AND EMPLOYING STRATEGIES THAT IMPROVE THE ALLOCATION OF HEALTH CARE RESOURCES. IN ADDITION TO PROVIDING THESE SERVICES TO ITS MEMBERS, TAHMO IS DEDICATED TO PROVIDING AND FUNDING HEALTH PROGRAMS THAT BENEFIT THE COMMUNITY TAHMO SERVES. MEDICARE ADVANTAGE FORM 990, PART III, LINE 4B TAHMO ALSO OFFERS PRODUCTS TO MEDICARE ELIGIBLE ENROLLEES. IN 2017, TUFTS HEALTH PLAN MEDICARE PREFERRED (TUFTS MEDICARE PREFERRED) PROVIDED AFFORDABLE HEALTH COVERAGE TO APPROXIMATELY 111,043 MEMBERS IN MASSACHUSETTS. TUFTS MEDICARE PREFERRED STRIVES TO PROVIDE COVERAGE OPTIONS THAT ARE AFFORDABLE AND PROVIDE ACCESS TO TOP QUALITY HEALTH CARE SERVICES FOR SENIORS. TUFTS MEDICARE PREFERRED ALSO OFFERS PROGRAMS THAT TARGET THE IMPROVEMENT OF THE HEALTH OF ITS MEMBERS, AS WELL AS THE COMMUNITY AT LARGE. WITHIN THE MASSACHUSETTS MEDICARE ADVANTAGE MARKET, TUFTS MEDICARE PREFERRED IS THE MARKET LEADER WITH 39.7% MARKET SHARE - COVERING MORE INDIVIDUALS THROUGH MEDICARE ADVANTAGE PRODUCTS THAN ANY OTHER CARRIER. TUFTS MEDICARE PREFERRED ALSO OFFERS CARE MANAGEMENT AND CONDITION MANAGEMENT SERVICES TO MEMBERS AND PUBLISHES WELL! MAGAZINE FOR ITS MEDICARE POPULATION ONCE A YEAR . THE MAGAZINE IS AN EDUCATIONAL RESOURCE ON TOPICS PERTAINING TO SAFETY, ACCESS TO CARE, PREVENTIVE CARE, HEALTH INFORMATION AND HEALTH CARE REMINDERS, TARGETED TO ITS SPECIFIC POPULATION. IT ALSO PROVIDES INFORMATION FOR MEMBERS ON HOW TO GET THE MOST OF TUFTS HEALTH PLAN'S BENEFITS. WELL IS MAILED TO MEMBERS' HOMES AND IS AVAILABLE TO THE PUBLIC ON THE TUFTS MEDICARE PREFERRED WEBSITE. DUAL-ELIGIBLE PROGRAM FORM 990, PART III, LINE 4C THE ORGANIZATION ALSO PROVIDES ACCESS TO AFFORDABLE CARE THROUGH A DUAL-ELIGIBLE PROGRAM. TAHMO PROVIDES COVERAGE FOR PEOPLE AGE 65 OR OLDER WHO ARE ELIGIBLE FOR MASSHEALTH STANDARD, HAVE BOTH MEDICARE PART A AND B, AND HAVE NOT BEEN DIAGNOSED AS HAVING END STAGE RENAL DISEASE. THIS PROGRAM, CALLED SENIOR CARE OPTIONS, INTEGRATES MEDICAID AND MEDICARE BENEFITS AND SERVICES, PROVIDING THOSE ELIGIBLE WITH COORDINATED HIGH-QUALITY AND COST-EFFECTIVE HEALTH CARE. FORM 990, PART III, LINE 4D MEDICARE COMPLEMENT TAHMO PROVIDES COVERAGE FOR MEMBERS OF ELIGIBLE EMPLOYER GROUPS WHO ARE ENROLLED IN MEDICARE PARTS A AND B. THIS PROGRAM IS CALLED TUFTS MEDICARE COMPLEMENT (TMC) PLAN AND IS A MANAGED CARE PLAN THAT COMPLEMENTS A MEMBER'S EXISTING MEDICARE COVERAGE. IT IS OFFERED TO TUFTS HEALTH PLAN MEMBERS IN ELIGIBLE EMPLOYER GROUPS WHO ARE ENROLLED IN MEDICARE PARTS A AND B. THE TMC PLAN REQUIRES MEMBERS TO CHOOSE A PRIMARY CARE PHYSICIAN (PCP) WHO IS RESPONSIBLE FOR MANAGING OR PROVIDING THE MEMBER'S CARE. FAMILY OR BUSINESS RELATIONSHIPS FORM 990, PART VI, LINE 2 THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER AND/OR OFFICER FOR TUFTS HEALTH PLAN, INC: THOMAS CROSWELL EILEEN AUEN PETER DROTCH JAMES MCNULTY - THROUGH JUNE 4, 2017 THOMAS P. O'NEILL, III BERTRAM SCOTT IRINA SIMMONS ROBERT SPELLMAN MARY ANNA SULLIVAN, M.D. FRANK TORTI, M.D. GREG TRANTER SUSAN WINDHAM BANNISTER JEFF WEISS - AS OF JUNE 5, 2017 MICHAEL MCCOLGAN - AS OF JULY 1, 2017 DEREK ABRUZZESE MARC BACKON PATRICIA BLAKE TRACEY CARTER CHRISTOPHER GORTON - THROUGH OCTOBER 17, 2017 LYDIA GREENE MAURICE HEBERT PAUL KASUBA, M.D. UMESH KURPAD MARY O'TOOLE MAHONEY, ESQ. MARC SPOONER PATRICIA TREBINO ROLAND PRICE KRISTIN LEWIS - AS OF DECEMBER 7, 2017 THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER AND/OR OFFICER FOR TUFTS HEALTH PLAN FOUNDATION, INC: THOMAS CROSWELL THOMAS P. O'NEILL, III MARY MAHONEY UMESH KURPAD ROLAND PRICE PATRICIA BLAKE - THROUGH JUNE 4, 2017 LYDIA GREENE - AS OF JUNE 5, 2017 THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER AND/OR OFFICER FOR TUFTS ASSOCIATED HEALTH PLANS, INC: THOMAS CROSWELL PAUL KASUBA PATRICIA TREBINO MARY MAHONEY UMESH KURPAD ROLAND PRICE PATRICIA BLAKE TRACEY CARTER MARC SPOONER CHRISTOPHER GORTON - THROUGH 10/17/17 ROBERT SPELLMAN DEREK ABRUZZESE LYDIA GREENE MAURICE HEBERT MARC BACKON KRISTIN LEWIS (AS OF 12/7/17) THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER AND/OR OFFICER FOR TOTAL HEALTH PLAN, INC: THOMAS CROSWELL UMESH KURPAD MARY MAHONEY ROLAND PRICE THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER AND/OR OFFICER FOR TUFTS INSURANCE COMPANY: THOMAS CROSWELL MARY MAHONEY UMESH KURPAD ROLAND PRICE TRICIA TREBINO ROBERT SPELLMAN THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER AND/OR OFFICER FOR TUFTS BENEFIT ADMINISTRATORS, INC: THOMAS CROSWELL MARY MAHONEY UMESH KURPAD ROLAND PRICE THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER AND/OR OFFICER FOR TUFTS BROKERAGE CORPORATION, INC: THOMAS CROSWELL MARY MAHONEY UMESH KURPAD ROLAND PRICE THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER OR OFFICER FOR TUFTS HEALTH PUBLIC PLANS, INC. CHRISTOPHER GORTON - THROUGH 10/17/17 THOMAS CROSWELL UMESH KURPAD MARY MAHONEY ROLAND PRICE MARC SPOONER - AS OF DECEMBER 11,2017 THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER FOR INTEGRA PARTNERS HOLDINGS, INC.: THOMAS CROSWELL UMESH KURPAD CHRISTOPHER GORTON - THROUGH 10/17/17 GREG TRANTOR THE FOLLOWING PEOPLE SERVED AS A MANAGER OF THE BOARD MANAGERS OF CAREPARTNERS OF CONNECTICUT HOLDING,LLC: DEREK ABRUZZESE - AS OF AUGUST 18, 2017 PATRICIA BLAKE - AS OF AUGUST 18, 2017 THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER AND/OR OFFICER OF CAREPARTNERS OF CONNECTICUT, INC: DEREK ABRUZZES AS OF AUGUST 23, 2017 PATRICIA BLAKE AS OF AUGUST 23, 2017 ROLAND PRICE AS OF AUGUST 23, 2017 THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER AND/OR OFFICER OF TUFTS HEALTH FREEDOM PLANS, INC: DEREK ABRUZZESE MARC SPOONER ROLAND PRICE THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER AND/OR OFFICER OF TUFTS HEALTH FREEDOM INSURANCE COMPANY: DEREK ABRUZZESE MARC SPOONER ROLAND PRICE Delegation of control of management duties FORM 990, PART VI, LINE 3 TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC. IS MANAGED BY TUFTS ASSOCIATED HEALTH PLANS, INC., (TAHP) ITS WHOLLY OWNED SUBSIDIARY. TAHP PERFORMS MANAGEMENT, ADMINISTRATIVE, AND MARKETING SERVICES FOR TAHMO, INCLUDING EMPLOYEE DECISIONS AND SUPERVISING AND PLANNING AND EXECUTING BUDGETS AND FINANCIAL OPERATIONS. ALL OF THE OFFICERS, KEY EMPLOYEES, AND HIGHEST COMPENSATED EMPLOYEES LISTED IN PART VII, SECTION A ARE EMPLOYEES OF TAHP. THEIR COMPENSATION IS LISTED IN PART VII, SECTION A AND SCHEDULE J. CHANGES TO GOVERNING DOCUMENTS FORM 990, PART VI, LINE 4 On October 1, 2017, the Tufts Health Plan corporate family went through a restructuring whereby Tufts Health Plan, Inc. (THPI), a newly created entity, became the sole corporate member of the Organization. Previously, the Organization had no corporate members. The Organizationss bylaws were amended, effective October 1, 2017, to add that THPI was now the Organizations sole corporate member and to make additional changes due to this fact. MEMBERS OR STOCKHOLDERS FORM 990, PART VI, LINE 6 PRIOR TO OCTOER 1, 2017, THE RESPONSE WAS "NO". EFFECTIVE OCTOBER 1, 2017, TUFTS HEALTH PLAN, INC.(THPI) IS THE SOLE CORPORATE MEMBER OF THE ORGANIZATION. POWER TO ELECT OR APPOINT MEMBERS FORM 990, PART VI, LINE 7A PRIOR TO OCTOBER 1, 2017, THE RESPONSE WAS "NO". EFFECTIVE OCTOBER 1, 2017, THPI AS THE SOLE CORPORATE MEMBER OF THE ORGANIZATION ELECTS THE MEMBERS OF THE ORGANIZATION'S GOVERNING BODY. DECISIONS RESERVED TO MEMBERS OR STOCKHOLDERS FORM 990, PART VI, LINE 7B PRIOR TO OCTOBER 1, 2017, THE RESPONSE WAS "NO". EFFECTIVE OCTOBER 1, 2017, THPI, AS THE SOLE CORPORATE MEMBER OF THE ORGANIZATION, HAS THE RIGHT TO MAKE CERTAIN DECISIONS REGARDING THE ORGANIZATION, AND IS REQUIRED TO APPROVE ANY CHANGES TO THE ORGANIZATION'S BYLAWS. FORM 990, PART VI, LINE 8B FOR MAJORITY OF THE TIME, THE ORGANIZATION CONTEMPORANEOUSLY DOCUMENTS MEETINGS HELD AND WRITTEN ACTIONS UNDERTAKEN BY ITS COMMITTEES. HOWEVER, ON LIMITED OCCASIONS, A COMMITTEE MAY HAVE A SERIES OF CONFERENCE CALLS AND MINUTES FOR THOSE CALLS ARE NOT APPROVED UNTIL THE NEXT IN-PERSON MEETING, WHICH MAY BE MORE THAN SIXTY DAYS LATER. Process used to review the Form 990 FORM 990, PART VI, LINE 11B THE FORM 990 IS PREPARED IN OUR FINANCE DEPARTMENT, WITH ASSISTANCE FROM OUR EXTERNAL ACCOUNTANTS, ERNST & YOUNG. INFORMATION IS PROVIDED BY OUR FINANCE DEPARTMENT, GOVERNANCE MANAGER, COMPLIANCE & PRIVACY OFFICER, AND INTERNAL LEGAL COUNSEL. CERTAIN SECTIONS OF THE FORM ARE REVIEWED BY A NUMBER OF SENIOR MANAGERS; OUR CHIEF FINANCIAL OFFICER REVIEWS THE FORM IN ITS ENTIRETY. ONCE THE FORM IS COMPLETE, IN NOVEMBER 2018, IT IS FORWARDED ON TO OUR BOARD OF DIRECTORS AND IT IS THEN SUBMITTED FOR FILING. MONITORING AND ENFORCEMENT OF COMPLIANCE WITH CONFLICT OF INTEREST POLICY FORM 990, PART VI, LINE 12C THE TUFTS HEALTH PLAN (THP) CONFLICT OF INTEREST POLICY IS REVIEWED ANNUALLY AND REVISED AS NEEDED. THE POLICY REQUIRES MANAGERS WHO OVERSEE OUTSIDE RELATIONSHIPS, AS WELL AS ALL DIRECTORS, AVPS, VPS, SVPS, EVPS, THE PRESIDENT AND CEO, AND THE BOARD OF DIRECTORS TO ATTEST ANNUALLY THAT THEY WILL ABIDE BY THE POLICY. IT ALSO REQUIRES THEM TO SUBMIT AN ANNUAL DISCLOSURE STATEMENT TO THE SENIOR MANAGER, CORPORATE COMPLIANCE, LISTING ANY OUTSIDE RELATIONSHIPS, INCLUDING FINANCIAL AND/OR BOARD RELATIONSHIPS, THAT THEY OR A FAMILY MEMBER HAVE WITH THP'S SUPPLIERS, PURCHASERS, PROVIDERS AND/OR COMPETITORS. THERE IS A PROTOCOL TO REVIEW ANY DISCLOSURE THAT MIGHT BE A POTENTIAL CONFLICT OF INTEREST. ALSO, ALL EMPLOYEES ARE REQUIRED TO REPORT THE OFFER BY AN OUTSIDE ENTITY OF GIFTS OVER $100, HONORARIA OR COVERAGE OF BUSINESS EXPENSES TO THE SENIOR MANAGER, CORPORATE COMPLIANCE AND A SENIOR LEADER. BOTH MUST APPROVE BEFORE ACCEPTANCE IS ALLOWED. THE LEVELS OF REVIEW ARE: FOR BOARD MEMBERS, THE BOARD CHAIR, CEO, AND BOARD AUDIT & COMPLIANCE COMMITTEE CHAIR - ONCE DISCLOSURES ARE REVIEWED AND APPROVED, THEY ARE COMMUNICATED TO THE GOVERNANCE MANAGER AND TO THE COMPLIANCE AND PRIVACY OFFICER. FOR TUFTS HEALTH PLAN MANAGEMENT, THE SENIOR MANAGER, CORPORATE COMPLIANCE, CHIEF COMPLIANCE & ETHICS OFFICER, AND GENERAL COUNSEL. DISCLOSURES THAT NEED FURTHER REVIEW ARE BROUGHT TO THE BOARD AUDIT & COMPLIANCE COMMITTEE CHAIR. IF A CONFLICT OF INTEREST DOES EXIST, A TRANSACTION WITH THE ENTITY WITH WHICH THERE IS A CONFLICT MAY BE UNDERTAKEN ONLY IF ALL OF THE FOLLOWING ARE OBSERVED: 1. THE CONFLICTING INTEREST IS FULLY DISCLOSED; 2. THE PERSON WITH THE CONFLICT OF INTEREST MAY PRESENT INFORMATION, BUT THEN SHALL BE EXCUSED FROM FURTHER DISCUSSION AND FROM THE DECISION REGARDING APPROVING SUCH TRANSACTION; 3. IF PRACTICAL, A COMPETITIVE BID OR COMPARABLE VALUATION EXISTS; AND 4. THE BOARD (OR A DULY CONSTITUTED COMMITTEE THEREOF OR BOARD APPOINTEE) OR THE CHIEF COMPLIANCE & ETHICS OFFICER HAS DETERMINED THAT THE TRANSACTION IS IN THE BEST INTEREST OF THE ORGANIZATION. ALL NEW HIRES, AND ALL EMPLOYEES ON AN ANNUAL BASIS, COMPLETE COMPLIANCE TRAINING THAT ADDRESSES CONFLICT OF INTEREST AND REQUIRES THE EMPLOYEE TO ATTEST THAT THEY DO NOT HAVE ANY POTENTIAL CONFLICTING RELATIONSHIPS THAT THEY HAVE NOT DISCLOSED TO THE PROPER LEVEL OF MANAGEMENT AND TO THE SENIOR MANAGER, CORPORATE COMPLIANCE. Process for determining compensation FORM 990, PART VI, LINE 15 THE COMPENSATION COMMITTEE (THE "COMMITTEE") OF THE BOARD OF DIRECTORS (THE "BOARD") OF TUFTS HEALTH PLAN, INC. (TUFTS HP OR THE "COMPANY") REVIEWS AND ADMINISTERS TOTAL REMUNERATION OPPORTUNITIES, POLICIES, PROGRAMS, AND MAJOR CHANGES IN TUFTS HP'S BENEFIT PLANS THAT ARE APPLICABLE TO THE OFFICERS AND EXECUTIVES OF THE COMPANY (THE "EXECUTIVES" - THESE INCLUDE THE CEO AND ALL SENIOR VICE PRESIDENTS), AS WELL AS TO THE GENERAL AUDITOR, CHIEF COMPLIANCE & ETHICS OFFICER, AND ANY OTHER INDIVIDUAL OR GROUPS THE COMMITTEE DEEMS APPROPRIATE BASED ON ITS INTERPRETATION OF THE DEFINITION OF "DISQUALIFIED PERSONS" IN SECTION 4958 OF THE INTERNAL REVENUE CODE OF 1986. THE COMMITTEE IS COMPRISED OF INDEPENDENT DIRECTORS OF THE COMPANY.PRIOR TO THE RESTRUCTURING DESCRIBED IN RESPONSE TO PART VI, LINE 4, THIS COMMITTEE RESIDED AT THE TAHMO LEVEL. THE COMMITTEE REPORTS TO THE FULL BOARD OF DIRECTORS. FOR CEO COMPENSATION, THE COMMITTEE REVIEWS THE INFORMATION DESCRIBED BELOW AND RECOMMENDS THE CEO'S COMPENSATION TO THE FULL BOARD FOR ITS APPROVAL. THE COMMITTEE REVIEWS AND APPROVES COMPENSATION RECOMMENDATIONS FROM THE CEO FOR OTHER EXECUTIVES, AND PROVIDES A REPORT TO THE FULL BOARD ON THIS INFORMATION. IT IS THE BOARD'S INTENTION THAT THE COMMITTEE WILL PERFORM ITS DUTIES IN A MANNER THAT WILL ESTABLISH A PRESUMPTION THAT THE TOTAL REMUNERATION OFFERED TO EXECUTIVES AND OTHER "DISQUALIFIED PERSONS" ARE REASONABLE. COMPARABILITY DATA AND REASONABLENESS THE TOTAL COMPENSATION OPPORTUNITIES PROVIDED TO EXECUTIVES OF THE COMPANY ARE INTENDED TO BE COMPETITIVE WITH, AND IN REASONABLE COMPARISON TO, THOSE OPPORTUNITIES PROVIDED BY ORGANIZATIONS IN THOSE BUSINESS SECTORS WITH WHICH THE COMPANY COMPETES FOR EXECUTIVE TALENT. THE BOARD BELIEVES THAT SUCH COMPETITORS ARE NOT LIMITED TO OTHER HEALTHCARE INSTITUTIONS AND THAT COMPARISONS SHOULD BE MADE TO THE COMPENSATION PRACTICES OF A CROSS-SECTION OF BUSINESS SECTORS IN BOTH FOR-PROFIT AND NOT-FOR-PROFIT ORGANIZATIONS, WHEN APPROPRIATE. THE COMMITTEE RETAINS INDEPENDENT COMPENSATION CONSULTANTS TO PROVIDE DATA AS NECESSARY, AND ALSO USES AVAILABLE SOURCES OF INDEPENDENT DATA ON COMPENSATION. PEER ORGANIZATIONS AND PUBLISHED SURVEY SOURCES WILL BE APPROVED BY THE COMMITTEE BASED ON ITS REASONABLE DETERMINATION. THE COMMITTEE MAY ALSO RELY ON MEMBERS OF MANAGEMENT AND OUTSIDE ADVISORS, CONSULTANTS, AND COUNSEL TO PROVIDE MARKET DATA REPORTS, ANALYSIS, AND OPINIONS WITH RESPECT TO COMPENSATION-RELATED MATTERS. THE DATA REVIEWED CONSISTS OF COMPARABLE, RELEVANT MARKET DATA FOR THE COMPANY'S POSITIONS FROM PUBLISHED SURVEYS, AND OTHER AVAILABLE SOURCES, OF HEALTH AND MANAGED CARE INSTITUTIONS AND THE GENERAL INDUSTRY. OTHER SURVEYS OF SPECIALIZED SKILL SETS OR EMPLOYEE ATTRIBUTES CRITICAL TO THE SUCCESS OF THE COMPANY, E.G., ACTUARIAL, LEGAL, ETC., ARE ALSO INCORPORATED AS NEEDED, ALONG WITH GEOGRAPHIC REFERENCES TO THE BOSTON AND NEW ENGLAND LABOR MARKETS. THE COMMITTEE WILL RELY ON THIS MARKET DATA TO ASSESS, DETERMINE, AND VALIDATE COMPENSATION LEVELS FOR THE COMPANY'S EXECUTIVES. THE COMMITTEE USES THIS DATA IN ITS REVIEW OF: - SETTING BASE SALARIES - IN LIGHT OF MARKET DATA AND THE INDIVIDUAL'S PERFORMANCE, BACKGROUND, EXPERIENCES, AND PERSONAL SKILLS. BASE SALARY WILL BE SET SO THAT THE TARGETED POSITIONING OF AN EXECUTIVE IS AT THE 50TH PERCENTILE FOR EACH POSITION. ACTUAL BASE SALARY MAY VARY BASED ON SKILLS, BACKGROUND, AND EXPERIENCE. - ANNUAL INCENTIVE COMPENSATION - THE COMPANY'S GOAL IS TO PROVIDE COMPETITIVE AND REASONABLE OPPORTUNITIES UNDER THE TERMS OF AN EXECUTIVE ANNUAL INCENTIVE PLAN FOR THE SELECTED POSITIONS WHICH ARE RESPONSIBLE FOR ACHIEVING PERFORMANCE GOALS THAT REFLECT THE OVERALL MISSION OF THE COMPANY, AND THE STRATEGIC DIRECTION OF THE COMPANY FOR THE PERFORMANCE YEAR. THE COMMITTEE MAKES EVERY EFFORT TO ESTABLISH A PRESUMPTION THAT THE TOTAL REMUNERATION OPPORTUNITIES PROVIDED TO EXECUTIVES ARE REASONABLE; AS SUCH PRESUMPTION IS CONTEMPLATED IN SECTION 4958 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME. IN ESTABLISHING THE PRESUMPTION OF REASONABLENESS, THE COMMITTEE MAY ENGAGE THE PROFESSIONAL SERVICES OF INDEPENDENT LEGAL COUNSEL, COMPENSATION EXPERTS, ACCOUNTANTS, AND OTHER EXPERTS AND ADVISORS. TIMING EXECUTIVE BENCHMARKING IS COMPLETED EVERY TWO YEARS FOR THOSE INDIVIDUALS UNDER THE COMPENSATION COMMITTEES PURVIEW BY THE EXTERNAL CONSULTANT ENGAGED BY THE COMPENSATION COMMITTEE. TO COMPLETE THE ANALYSIS, THE CONSULTANT: - COLLECTED RELEVANT INFORMATION REGARDING THE COMPANY'S OPERATIONS, COMPLEXITY, STRUCTURE, SIZE, AND SCOPE, AS WELL AS RELEVANT BACKGROUND ON THE EXECUTIVES' DUTIES AND SCOPE OF RESPONSIBILITIES; - DETERMINED THE SURVEY SOURCES TO USE IN THE ANALYSIS, BASED ON THE COMPANY'S COMPETITIVE MARKET FOR EXECUTIVE POSITIONS (AS DESCRIBED ABOVE); - MATCHED THE COMPANY'S EXECUTIVE POSITIONS IN THE SURVEYS BASED ON THE COMPANY'S SIZE COMPLEXITY, AND SCOPE, AS WELL AS ACCORDING TO SPECIFIC POSITION RESPONSIBILITIES AND REPORTING RELATIONSHIPS; - VALIDATED THE SURVEY SOURCES AND MARKET MATCHES WITH THE INTERNAL COMPENSATION TEAM TO ENSURE CONSISTENCY; - REVIEWED, COMPILED, AND SUMMARIZED THE DATA IN REPORT FORM. THE REPORT SUMMARIZING THE RESULTS OF THE ANALYSIS WAS PRESENTED TO THE COMPENSATION COMMITTEE FOR DISCUSSION AND DELIBERATION. DOCUMENTATION A SUMMARY OF THE DISCUSSIONS AND DELIBERATIONS OF THE COMMITTEE ARE DOCUMENTED IN THE MEETING MINUTES, WHICH ARE REVIEWED AND APPROVED BY THE COMMITTEE. COPIES OF ALL MEETING MATERIALS DISTRIBUTED PRIOR TO AND DURING THE MEETING ARE MAINTAINED IN THE CORPORATE RECORDS ALONG WITH MEETING MINUTES. Process for making documents available to the public FORM 990, PART VI, LINE 19 OUR GOVERNING DOCUMENTS ARE PUBLICLY FILED AND AVAILABLE UPON REQUEST. OUR CONFLICTS OF INTEREST POLICY IS ALSO AVAILABLE UPON REQUEST. OUR ANNUAL FINANCIAL REPORT AND QUARTERLY FINANCIAL UPDATES ARE POSTED ON OUR PUBLIC WEBSITE AND ARE ALSO AVAILABLE TO THE PUBLIC UPON REQUEST. PART VII, SECTION A SUPPLEMENTAL COMPENSATION INFORMATION DR. SULLIVAN DID NOT EARN COMPENSATION IN 2017. IN LIEU OF COMPENSATION, TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC. DONATED AN AMOUNT EQUIVALENT TO THE COMPENSATION SHE WOULD HAVE OTHERWISE RECEIVED TO A DESIGNATED CHARITY. OTHER CHANGES IN NET ASSETS OR FUND BALANCES FORM 990, PART XI, LINE 9 TRANSFER OF INTEREST IN THPP TO PARENT: (229,154,000) CONTRIBUTION TO PARENT: (55,000,000) Change in nonadmitted assets: 88,864,130 RENTAL INCOME NOT RECORDED ON FINANCIAL STATEMENTS: (88,166) -------------- TOTAL (195,378,036) TUFTS HEALTH PLAN FOUNDATION INC 705 MOUNT AUBURN STREET WATERTOWN MA 02472 261374263 GRANT MAKING MA 501(c)(3) 12A TAHMO false TUFTS HEALTH PUBLIC PLANS INC 705 MOUNT AUBURN STREET WATERTOWN MA 02472 800721489 HMO MA 501(c)(4) N/A THPI false TUFTS HEALTH PLAN INC 705 MOUNT AUBURN STREET watertown MA 02472 814089215 HEALTHCARE MA 501(C)(4) N/A NA false CARPARTNERS OF CONNECTICUT INC 705 MOUNT AUBURN STREET WATERTOWN MA 02472 822604728 HMO CT 501(C)(4) N/A TAHMO false CAREPARTNERS OF CT HOLDINGS LLC 705 MOUNT AUBURN STREET WATERTOWN MA 02472 823129930 HOLDING COMPANY CT TAHMO RELATED true 0.51000 KAISER PERMANENTE VENTURES LLC 1 KAISER PL OAKLAND CA 94612 HEALTHCARE CA NA TUFTS ASSOCIATED HEALTH PLANS INC 705 MOUNT AUBURN STREET WATERTOWN MA 02472 042985923 MANAGEMENT SV DE TAHMO C CORP 353833790 162861970 1.00000 true TUFTS INSURANCE COMPANY 705 MOUNT AUBURN STREET WATERTOWN MA 02472 043319729 INSURANCE MA TAHP C CORP 279678095 98087909 1.00000 true TUFTS BENEFIT ADMINISTRATORS INC 705 MOUNT AUBURN STREET WATERTOWN MA 02472 043270923 TPA MA TAHP C CORP 50750249 12425084 1.00000 true TOTAL HEALTH PLAN INC 705 MOUNT AUBURN STREET WATERTOWN MA 02472 042918943 TPA MA TAHP C CORP 60182567 38259614 1.00000 true TAHP BROKERAGE CORPORATION 705 MOUNT AUBURN STREET WATERTOWN MA 02472 043072692 BROKERAGE COM MA TAHP C CORP 0 196664 1.00000 true Integra Partners holdings Inc 100 Wall St Ste 2502 New York NY 10005 453032233 MED EQPMT & SPPLS NY TAHMO C CORP 120059067 132491636 0.91600 true Tufts Health Freedom Plans Inc 705 Mount Auburn Street Watertown MA 02472 300858646 Joint Venture MA TAHP C CORP 0 10840248 0.51000 true Tufts Health Freedom Insurance Company 11 South Main St ste 600 Concord NH 03301 473788473 insurance NH THFP C CORP 47354043 26821134 1.00000 true false true false false false false false false false false false false false true true true true true true TUFTS ASSOCIATED HEALTH PLANS INC P 149600000 ACCRUAL TUFTS INSURANCE COMPANY R 50895000 ACCRUAL TOTAL HEALTH PLAN INC S 1720000 ACCRUAL TOTAL HEALTH PLAN INC R 7950000 ACCRUAL TUFTS BENEFIT ADMINISTRATORS INC R 111700000 ACCRUAL TUFTS HEALTH PLAN FOUNDATION INC p 1583500 ACCRUAL TUFTS HEALTH PUBLIC PLANS INC S 3249000 ACCRUAL TUFTS HEALTH PUBLIC PLANS INC R 580000 ACCRUAL TUFTS HEALTH FREEDOM INSURANCE COMPANY S 17250000 ACCRUAL TUFTS HEALTH PLAN FOUNDATION INC B 10059975 ACCRUAL TUFTS HEALTH PLAN FOUNDATION INC Q 887000 ACCRUAL TUFTS HEALTH PUBLIC PLANS INC B 25000000 ACCRUAL