2025-11-13T15:50:27-06:00 2024-12-31 PwC US Tax LLP 655 NEW YORK AVENUE NW SUITE 1100 WASHINGTON DC 20001 990 2024-01-01 930438772 OREGON DENTAL SERVICE % DAVID EVANS OREG 5032286554 601 SW SECOND AVENUE PORTLAND OR 972043154 DAVID EVANS Senior VP & CFO 5032286554 2025-10-29 true true TRAVIS L PATTON P00369623 2024141000 2025-10-29 2024 2025-03-06 01:10:19Z DAVID EVANS 601 SW SECOND AVENUE PORTLAND OR 972043154 664758746 false X N/A X 1961 OR PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH 7 5 0 0 0 0 0 0 628655610 706750976 1474133 3590578 -42739158 -45582808 587390585 664758746 0 0 554660992 633007292 30718339 27952193 0 0 0 28799370 34860085 614178701 695819570 -26788116 -31060824 388873627 365117969 47193521 53006662 341680106 312111307 X PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH false false 633007292 0 706750976 PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH. 633007292 false false false false false false false false false true true false false true true true true false false false false false false false false false false false true false false false false false false false false false false false false false true true true false true 29269 0 true 0 false false false false false false false false false false false false X 7 5 true true false false false false false true true false false false true true true true true true true false OR X DAVID EVANS 5032286554 601 SW SECOND AVENUE PORTLAND OR 97204 Robert G Gootee CEO & PRESIDENT 10.0 40.0 X X 0 7023689 255980 William Johnson Senior Vice President 1.0 50.0 X 0 959883 126355 Robin Richardson Senior Vice President 2.5 47.5 X 0 870951 111818 David Evans Treasurer 5.5 44.5 X 0 749548 124513 Chandra Wahrgren Senior Vice President 10.0 40.0 X 0 684259 120013 Kraig Anderson Senior Vice President 10.0 40.0 X 0 648312 117888 Scott Loftin Senior Vice President 20.0 30.0 X 0 643458 116448 Thomas J Bikales Secretary 12.5 37.5 X 0 629288 116205 Margaret Thornburg Vice President 25.0 25.0 X 0 519718 109440 Julia Ceballos Vice President 10.0 40.0 X 0 501291 84454 Teri Barichello Vice President 45.0 5.0 X 0 499100 67505 Katherine Stalsberg VICE PRESIDENT & CONTROLLER 10.0 40.0 X 0 408313 118459 Mary Lou True Senior Vice President 25.0 25.0 X 0 440646 70182 Yale S Popowich VP & CHIEF MEDICAL OFFICER 1.0 50.0 X 0 412158 19344 GEORGE PASSADORE DIRECTOR 1.0 0.0 X 0 42800 0 JILL EBERWEIN DIRECTOR 1.0 0.0 X 0 41800 0 KENNETH ALLEN DIRECTOR 1.0 0.0 X 0 40000 0 PAT NEARING DIRECTOR 1.0 0.0 X 0 20650 0 MARK JENSEN DIRECTOR 1.0 0.0 X 0 10600 0 DAVID HOWERTON DIRECTOR 1.0 0.0 X 0 0 0 0 15146464 1558604 0 false true false PASSPORT to LANGUAGES INC 3912 SW 43rd Ave PORTLAND OR 97221 Translation services 777257 VINSON ELKINS LLP PO Box 30119 DALLAS TX 75303 LEGAL SERVICES 435658 2 0 DENTAL SERVICES 524114 706750976 706750976 706750976 3030437 3030437 0 0 0 0 0 560141 0 560141 0 560141 560141 0 0 0 0 0 0 0 0 0 INVESTMENT IN SUBSIDIARY 900003 -45589666 -45589666 MISC. INCOME 6858 6858 -45582808 664758746 661168168 3590578 0 0 0 633007292 633007292 16705062 16705062 0 8285020 8285020 497909 497909 1646693 1646693 817509 817509 0 -68779 -68779 147417 147417 0 0 76068 76068 353567 353567 213687 213687 532824 532824 242542 242542 0 2040733 2040733 20471 20471 0 0 0 23556267 23556267 33068 33068 0 COMMISSIONS AND BROKER FEES 4379539 4379539 LICENSES AND FEES 1599700 1599700 BOARDS AND ASSOCIATIONS 730872 730872 INTERPRETING 855979 855979 146130 146130 695819570 633007292 62812278 0 35612959 28451334 349145 0 0 0 8845932 15336372 0 0 0 0 0 0 0 0 89827 137630 396820 396820 33069 0 49673461 53045892 294071471 268146741 0 0 0 0 197763 0 388873627 365117969 32251446 36433052 0 0 0 0 0 0 0 0 0 0 0 0 0 0 14942075 16573610 47193521 53006662 X 30000 30000 21566951 21566951 320083155 290514356 341680106 312111307 388873627 365117969 X -31060824 1492521 -496 X false true X true false 396820 396820 INVESTMENTS MARKET VALUE -66949 F DEFERRED COMP. INVESTMENT 3303492 F INVESTMENT IN MODA HOLDINGS GR 264910198 C INVESTMENTS IN MONEY MARKET 0 F 268146741 0 ESTIMATED POLICY CLAIMS 395250 DEFERRED COMP RESERVE 3303492 CONTINGENCY RESERVE 241685 INCURRED BUT NOT REPORTED (IBNR) 7905000 ADVANCE DEPOSITS 4728183 PROVISION FOR REFUNDABLE REVENUE 0 16573610 254591657 254591657 410167089 410167089 664758746 245457923 245457923 450361647 450361647 695819570 SCHEDULE D, PART XI, LINE 4B GAAP Accounting versus Statutory Accounting SCHEDULE D, PART XII, LINE 4B GAAP Accounting versus Statutory Accounting X X false true X X X X false true false false false false false false false Kraig Anderson Senior Vice President 0 502229 0 89000 0 57083 0 90002 0 27886 0 766200 0 0 Thomas J Bikales Secretary 0 485155 0 86000 0 58133 0 88319 0 27886 0 745493 0 Robert G Gootee CEO & PRESIDENT 0 6384818 0 513600 0 125271 0 245336 0 10644 0 7279669 0 3675000 Robin Richardson Senior Vice President 0 718831 0 94000 0 58120 0 92127 0 19691 0 982769 0 240000 David Evans Treasurer 0 580982 0 104000 0 64566 0 96627 0 27886 0 874061 0 0 William Johnson Senior Vice President 0 796483 0 108000 0 55400 0 98469 0 27886 0 1086238 0 240000 Chandra Wahrgren Senior Vice President 0 525573 0 94000 0 64686 0 92127 0 27886 0 804272 0 0 Scott Loftin Senior Vice President 0 496462 0 87000 0 59996 0 88562 0 27886 0 759906 0 0 Teri Barichello Vice President 0 406200 0 62500 0 30400 0 56861 0 10644 0 566605 0 60000 Julia Ceballos Vice President 0 408141 0 62500 0 30650 0 56568 0 27886 0 585745 0 60000 Margaret Thornburg Vice President 0 385504 0 74000 0 60214 0 81554 0 27886 0 629158 0 0 Mary Lou True Senior Vice President 0 346924 0 62500 0 31222 0 50491 0 19691 0 510828 0 60000 Yale S Popowich VP & CHIEF MEDICAL OFFICER 0 351758 0 55000 0 5400 0 505 0 18839 0 431502 0 60000 Katherine Stalsberg VICE PRESIDENT & CONTROLLER 0 313853 0 62500 0 31960 0 107815 0 10644 0 526772 0 60000 Part I, Line 1 With respect to the items checked in Question 1a, the organization does not have a written policy regarding reimbursement/payment. Expenses for first-class air travel are incurred from time to time when there is a legitimate business need. Such analysis is made on a case by case basis based on the facts and circumstances in question. It is not, for example, a policy of the organization to purchase first-class air tickets. On occasion, however, scheduling constraints or ticket availability may mean that it is in the best interest of the organization to incur the additional expense. Travel benefits are not treated as taxable compensation. Expenses for personal services relate to financial planning and include tax return preparation. Three officers, four key employees, and four highest compensated employees received these benefits. Personal services are treated as taxable compensation. Part I, Line 4b Supplemental Executive Retirement Account Program: Through the related organization Moda Partners, Inc. (FEIN 93-1083363), the Company's Supplemental Executive Retirement Account Program covers certain key employees and consists of two nonqualified defined contribution retirement plans in which eligibility is based on years of service as an executive level employee. Both plans are designed to be paid at or after retirement or other qualifying separation from service (e.g., death or disability). Deferred Compensation Plans: Through the related organization Moda Partners, Inc. (FEIN 93-1083363), the Company offers a nonqualified Deferred Compensation Plan to certain employees and to members of the Board of Directors of the company. The Employee Plan includes a Supplemental Benefit Schedule that provides for a company match, up to specified limits based on the level/rank of the employee, on amount of salary deferred by participants. Matched amounts are paid out along with each individual's salary deferrals based on elections made under the Plan. Defined Contribution Supplemental Executive Incentive Plan: The Company's Defined Contribution Supplemental Executive Incentive Plan covers its Chief Executive Officer and consists of a nonqualified defined contribution retirement plan in which vesting is based on the employment of the participant in the capacity as Chief Executive Officer on pre-defined calendar dates as well as certain other contingencies. The Plan is designed to be paid at or after retirement or other qualifying separation from service (e.g., death or disability). No payments were made during 2024. Part II All employees are legal employees of Moda Partners, Inc. (FEIN 93-1083363), which files all required federal employment forms each year. PART VI, SECTION A, QUESTION 2 Oregon Dental Service board members also serve as board members for Moda Holdings Group, Inc. and subsidiaries (see Sch. R) PART VI, SECTION A, QUESTION 3 The organization delegated control over management duties customarily performed by or under the direct supervision of officers, directors, or trustees, or key employees to Moda Partners, Inc. Moda Partners, Inc. provides certain administrative services including accounting, data processing, facilities, purchasing, legal and senior executive management. PART VI, SECTION A, QUESTION 11 A copy of the Form 990 was provided to the Compensation and Governance Committee of the Board of Directors which, per its charter and the authority delegated to it by the full Board, is responsible for all corporate governance issues and for reviewing and approving CEO and officer compensation. The entire Form 990 was made available to the Committee for review. Officers of the organization identified for the Committee critical areas and highlighted significant issues for review and discussion. The Committee Chair led the discussion and allowed Committee members full scope to comment on and question any and all disclosure contained in the Form 990. Minutes of the Committee meeting substantiating all deliberations and determinations were maintained. These minutes, together with any other information reported by Committee members, were then presented to the full Board for discussion and approval and the Form 990 was made available upon request to all Board members for further review. Actions of the full Board are recorded in the minutes of its meeting. PART VI, SECTION B, QUESTION 12C The organization's Corporate Compliance Committee is responsible for monitoring potential issues under and enforcing the provisions of the organization's Conflict of Interest Policy. The Corporate Compliance Committee is composed of members of the organization's board of directors and high level individuals from a variety of departments (including, among others, Legal, Compliance, Human Resources, and Privacy/Security). The Committee operates under the authority of the organization's Board of Directors, and with respect to issues of conflict of interest, its Compensation and Governance Committee. The Committee monitors activities under the Conflict of Interest Policy via (i) annual disclosure statements from the Board and management and other self-reporting, (ii) investigations of issues that are brought to the attention of members of the Corporate Compliance Committee in accordance with the Organization's Code of Conduct and Employee Handbook and (iii) submissions of employees sent through the organization's confidential whistleblower reporting mechanism. When the Committee learns of the possibility of such conflicts of interest, the information is brought to the attention of (disinterested) members of senior management and/or members of the Board of Directors. The Committee then works with these individuals to make a determination, in accordance with the principles and procedures set forth in the Conflict of Interest Policy, as to whether a conflict exists and, if so, to decide what steps, including disciplinary action, should be taken. In addition, on an annual basis, and more frequently when circumstances arise, the organization's counsel, on behalf of the Committee, reports to the Board of Directors on activities of the Corporate Compliance Committee, including any actions or issues under the Conflict of Interest Policy. Counsel also conducts regular training sessions for the Board of Directors on the Conflict of Interest Policy and works directly with the officers of the corporation as they complete their annual disclosure statements. PART VI, SECTION B, QUESTION 15 In accordance with the Bylaws of the organization, compensation of the CEO is determined by the Board of Directors and compensation of the organization's officers (as well as its key employees and other highest compensated employees who are officers of an affiliate of the organization) is determined by the CEO under guidelines specified by the Compensation and Governance Committee of the Board of Directors and subject to approval by the Board of Directors. The Compensation and Governance Committee of the Board of Directors, per its charter and the authority delegated to it by the full Board, meets on an annual basis to discuss CEO and officer compensation. The CEO, who is a member of the Committee, recuses himself from all discussions and decisions relating to CEO compensation. Periodically, the Chairman of the Committee and the Chairman of the Board, who is a member of the Committee, work with a third party benefits consultant selected by the Committee to produce a compensation study that provides comparability data from the organization's peer group with respect to CEO and officer compensation. The study is provided to Committee members in advance of its meeting and it serves as a basis for the Committee's determination of CEO compensation and its review and approval of officer compensation. Minutes of the Committee meeting substantiating all deliberations and determinations are maintained. These minutes, together with any other information reported by Committee members, are then presented to the full Board for discussion and approval. Such actions of the full Board are recorded in the minutes of its meeting. Compensation for other key employees and highest compensated employees of the organization who are not officers of the organization or an affiliate is determined by the organization's Human Resources Department and is subject to review and approval by the CEO. Such pay levels are based on independent, third party compensation studies showing pay scales for corporations that are comparable in size and scope to the organization and reflect the employee's skills, experience, tenure and responsibilities with the organization. PART VI, SECTION C, QUESTION 19 The organization's governing documents, Conflict of Interest Policy and financial statements are not made available to the public. PART VII, SECTION A Oregon Dental Service does not have employees. All payroll filings are done under the Company: MODA PARTNERS, INC., EIN 93-1083363 OREGON DENTAL ASSOCIATION PO BOX 3710 WILSONVILLE OR 97070 930243383 DENTAL PROFES OR 501(c)(6) N/A NA false Ardon Health Holding LLC 601 SW SECOND AVENUE PORTLAND OR 97204 821561337 Pharmaceuticals CA NA N/A Moda Partners Inc 601 SW Second Avenue Portland OR 972043156 931083363 Holding Co OR Moda Holdings G C 23770779 507256758 1.00000 true Moda Health Plan Inc 601 SW Second Avenue Portland OR 97204 930989307 Insurance OR Moda Holdings G C -34471307 550832680 1.00000 true Benefithelp Solutions Inc 601 SW Second Avenue Portland OR 97204 931135521 Admin Services OR Moda Holdings G C -382387 1918919 1.00000 true ODS Community Health Inc 601 SW Second Avenue Portland OR 97204 450528457 Medicaid Ins. OR Moda Holdings G C 21745017 21745017 1.00000 true Dentists Management Corporation 601 SW Second Avenue Portland OR 97204 930792340 Dev & Mkt Ser OR Moda Holdings G C -198268 446189 1.00000 true Payless Drug Stores Inc 16100 SW 72ND Tigard OR 97224 931278451 Pharm. Serv OR Moda Holdings G C 10003685 68793920 1.00000 true Moda Holdings Group Inc 601 SW Second Ave Portland OR 97204 831954813 Holding Co OR Oregon Dental S C -1509384 338965833 1.00000 true Moda Assurance Company 601 SW Second Ave Portland OR 97204 842008368 Insurance OR Moda Holdings G C 0 0 1.00000 true Dental Commerce Corporation 601 SW Second Ave Portland OR 97204 352410053 Consumer Lend OR Moda PartnersI C -85733 5780824 0.70000 true Summit Health Plan Inc 601 SW Second Avenue Portland OR 97204 833295864 Insurance OR Moda PartnersI C -9852824 12236548 0.51710 true false true false false false false false false false false false false true false true true false false false MODA Partners Inc M 2131014 COST MODA Partners Inc O 11242722 COST MODA Partners Inc P 19607938 COST MODA Partners Inc B 89517 COST