2016-03-29T18:29:32-05:00 2015-06-30 460879716 Coles Reinstein PLLC 960 Broadway Avenue Suite 415 Boise ID 83706 990 2014-07-01 237455145 Healthwise Incorporated HEAL 2083451161 2601 N Bogus Basin Rd Boise ID 83702 A James Balkins III Treasurer, CSO, CFO 2083451161 2016-03-29 1 S Jason Coles CPA P00455119 2083452350 2014 2016-08-17 19:52:53Z Donald W Kemper 2601 N Bogus Basin Rd Boise ID 83702 53176915 0 X www.healthwise.org X 1975 ID See Schedule O. 13 12 297 0 0 0 23143374 77971 1875 35550122 111539 267529 31866952 237852 55123740 36133474 0 0 0 0 27549508 32093715 0 0 0 6997695 8211690 34547203 40305405 20576537 -4171931 43308124 38904919 5234133 5120957 38073991 33783962 X See Schedule O. 0 0 32605302 35787974 See Schedule O. 32605302 1 1 0 1 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 115 0 1 297 1 0 0 0 0 0 0 0 0 0 0 X 13 12 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X A James Balkins III CFO CSO & Treasurer 2083451161 2601 N Bogus Basin Road Boise ID 83702 Margaret Peggy O'Kane Chairperson of the Board 2.00 X X 0 0 0 Archie Clemins Vice Chairman of the Board 2.00 X X 1500 0 0 Richard A Skinner Secretary 2.00 X X 1500 0 0 Donald W Kemper CEO and Director 50.00 X X 384270 0 134352 John Billings Director 2.00 X 0 0 0 Dr Clarence H Braddock III Director 2.00 X 0 0 0 Susan Edgman-Levitan Director 2.00 X 1000 0 0 Dr Ted Epperly Director 2.00 X 1500 0 0 James Everett Director 2.00 X 1500 0 0 Daina Middleton Director 2.00 X 0 0 0 Ruth Prince Director 2.00 X 1500 0 0 Kristi Saucerman Director 2.00 X 1500 0 0 Dr John Wennberg Director 2.00 X 0 0 0 James R Bell Director 2.00 X 0 0 0 James V Giuffre President & Chief Operating Officer 50.00 X 290792 0 85728 Dr Martin Gabica Chief Medical Officer 50.00 X 279572 0 38919 Dr Michael Barry Chief Science Officer 40.00 X 357632 0 30004 A James Balkins III Chief Strategic Officer, CFO & Treasurer 50.00 X 258919 0 34969 Neal Benz Chief Technology Officer 50.00 X 222484 0 31442 Richard Wexler Chief Clinical Integration Officer 50.00 X 270152 0 74715 Eileen Casal General Counsel 50.00 X 247173 0 26790 Molly Mettler Senior VP 30.00 X 98702 0 15266 Mitzi Jensen Senior VP 50.00 X 181923 0 21129 Leslie Kelly Hall Senior VP 50.00 X 198237 0 29030 Benjamin Moulton Senior VP 50.00 X 257515 0 66624 Karen Baker Senior VP 50.00 X 208607 0 27574 Jason Burum Senior VP 50.00 X 241703 0 30845 Carol Casler VP 50.00 X 119891 0 18207 Phyllis Royston VP 50.00 X 136686 0 18304 Miriam Beecham VP 50.00 X 137210 0 34076 Stephen Tad Arnt VP 50.00 X 174977 0 27947 Kevin Harbauer VP 50.00 X 168573 0 32706 Christine Calhoun VP 50.00 X 128570 0 29346 Russell Van Horne VP 50.00 X 89902 0 5482 Darra Wray VP 50.00 X 143363 0 30557 Diana Stilwell VP 50.00 X 177074 0 55312 Paul Sonnenschein Senior VP 50.00 X 83519 0 8504 Michael Lauber Account Executive 50.00 X 340041 0 37039 Brigid Runyon Account Executive 50.00 X 254828 0 20310 Debbie Johnson Account Executive 50.00 X 216277 0 36779 David Mink Director, Market Solutions 50.00 X 149464 0 29278 Dr Adam Husney Medical Director 50.00 X 180812 0 28617 Dr Kathleen Romito Medical Director 50.00 X 161510 0 18916 James Watkins Senior Director, Market Solutions 50.00 X 173465 0 17649 Bruce Hedemark Business Development Director 50.00 X 251994 0 24154 Christine Fisler Former Chief Integration Officer 50.00 X 367934 0 13780 6963771 0 1134350 63 1 1 0 Group Avantica Inc 2680 Bayshore Pkwy Ste 416 Mountain View CA 94043 Consulting Services 677059 Slalom Consulting PO Box 101416 Pasadena CA 911891416 Consulting Services 387689 2 77971 77971 Health Information Ser 519190 35548247 35548247 Book training/consulti 511130 1875 1875 35550122 387375 387375 16640838 16760684 -119846 -119846 -119846 476609 282757 193852 193852 Honoraria 900099 19800 19800 Misc. fees/rebates/ref 900099 12820 12820 Customer finance charg 900099 6308 6308 5072 5072 44000 36133474 35787974 0 267529 X 6033150 3684786 2348364 19871527 17316186 2555341 1277587 1090633 186954 3207435 2656908 550527 1704016 1430547 273469 56238 56238 38672 38672 18741 18741 2353483 2091757 261726 81990 81780 210 127442 35036 92406 1547030 21 1547009 1023448 295 1023153 1424104 1186594 237510 385681 368565 17116 689263 689263 210100 94 210006 Publications/Subscripti 88794 54676 34118 Memberships and Dues 56719 22283 34436 Expendable Furniture an 39977 62 39915 Foreign Exchange Gains/ 20313 20313 49695 2585079 -2535384 40305405 32605302 7700103 0 6449600 3784609 9228452 7307368 3389030 3890560 29037 38380 704074 577030 17026465 6843678 10316714 10182787 12889920 12847650 301297 276535 43308124 38904919 4157599 4060439 1076534 1060518 5234133 5120957 X 38073991 33783962 38073991 33783962 43308124 38904919 -4171931 -118098 0 X 0 1 X 1 0 X 23143374 77971 23221345 28484153 30522297 30341850 34195325 36045580 159589205 28484153 30522297 30341850 57338699 36123551 182810550 0 10921113 11867040 9744392 6481514 11975904 50989963 10921113 11867040 9744392 6481514 11975904 50989963 131820587 23531 51801 54221 120539 259591 509683 23531 51801 54221 120539 259591 509683 858 623 1009 2994 6308 11792 28508542 30574721 30397080 57462232 36389450 183332025 0.71900 0.70310 0.00280 0.00160 X Form 990, Schedule A, Part III, Line 12 Customer Finance Charges RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 12453 12453 40292952 40305405 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 1995 5900 12453 20348 250000 250000 250000 250000 1000000 1500000 Part II-A, Line 1f The nontaxable lobbying amount is determined from the table in Section II-A and is based on our "other exempt purpose expenditures" of $40,305,405 as reported on Line 1e and on Form 990, Part I, Line 18 for the Current Year. 1275909 1275909 11942968 4045691 7897277 3807588 2797987 1009601 10182787 36015373 -118098 -118098 36133471 3 3 36133474 40305402 0 40305402 3 3 40305405 Part XI, Line 4b - Other Adjustments: Rounding adjustment of $3 3. Part XII, Line 4b - Other Adjustments: Rounding adjustment of $3 3. Europe 0 2 Program Services Health Info/Tools 64977 North America 0 21 Program Services Health Info/Tools 16921 East Asia & Pacific 0 1 Program Services Health Info/Tools 4125 North America 0 0 Program Services Travel Expenses 11587 Europe 0 0 Program Services Travel Expenses 10033 Central America 0 0 Program Services Travel Expenses 9415 South Asia 0 0 Program Services Travel Expenses 360 0 24 0 0 0 24 117418 0 117418 0 0 0 0 0 0 Schedule F, Part I, Line 3 Healthwise, as part of its exempt mission, licenses its consumer health information to various organizations and governments in Canada, Western Europe, India and Australia. As part of our licensing, we have various arrangments (e.g. independent contractors) for medical review and consulting services related to our health content. These expenses are offset by licensing of Healthwise intellectual property, including health information content. From time to time, Healthwise will have employees from the United States travel to our clients in Canada and other countries. All amounts listed reflect expenditures only , as we do not have any investents in these regions. X X X X 1 1 0 1 0 0 0 1 0 Donald W Kemper CEO and Director 345736 0 38306 0 228 0 118200 0 16152 0 518622 0 0 0 James V Giuffre President & Chief Operating Officer 264082 0 26314 0 396 0 68200 0 17528 0 376520 0 0 0 Dr Martin Gabica Chief Medical Officer 266913 0 12263 0 396 0 18200 0 20719 0 318491 0 0 0 Dr Michael Barry Chief Science Officer 346732 0 10603 0 297 0 29437 0 567 0 387636 0 0 0 A James Balkins III Chief Strategic Officer, CFO & Treas 240775 0 17748 0 396 0 17273 0 17696 0 293888 0 0 0 Neal Benz Chief Technology Officer 206457 0 15631 0 396 0 14843 0 16599 0 253926 0 0 0 Richard Wexler Chief Clinical Integration Officer 262991 0 6634 0 527 0 69312 0 5403 0 344867 0 0 0 Eileen Casal General Counsel 234766 0 11633 0 774 0 16700 0 10090 0 273963 0 0 0 Mitzi Jensen Senior VP 168557 0 13108 0 258 0 12011 0 9118 0 203052 0 0 0 Leslie Kelly Hall Senior VP 183529 0 13934 0 774 0 13321 0 15709 0 227267 0 0 0 Benjamin Moulton Senior VP 249110 0 8234 0 171 0 66137 0 487 0 324139 0 0 0 Karen Baker Senior VP 193332 0 14483 0 792 0 12903 0 14671 0 236181 0 0 0 Jason Burum Senior VP 178523 0 63000 0 180 0 10448 0 20397 0 272548 0 0 0 Phyllis Royston VP 129928 0 6500 0 258 0 9296 0 9008 0 154990 0 0 0 Miriam Beecham VP 129790 0 7000 0 420 0 7123 0 26953 0 171286 0 0 0 Stephen Tad Arnt VP 129949 0 44938 0 90 0 9067 0 18880 0 202924 0 0 0 Kevin Harbauer VP 160273 0 8000 0 300 0 11725 0 20981 0 201279 0 0 0 Christine Calhoun VP 121690 0 6250 0 630 0 8744 0 20602 0 157916 0 0 0 Darra Wray VP 139562 0 3681 0 120 0 6722 0 23835 0 173920 0 0 0 Diana Stilwell VP 170638 0 6369 0 67 0 45930 0 9382 0 232386 0 0 0 Michael Lauber Account Executive 62305 0 277316 0 420 0 16596 0 20443 0 377080 0 0 0 Brigid Runyon Account Executive 89380 0 165227 0 221 0 17673 0 2637 0 275138 0 0 0 Debbie Johnson Account Executive 58134 0 157781 0 362 0 15553 0 21226 0 253056 0 0 0 David Mink Director, Market Solutions 83809 0 65354 0 301 0 10269 0 19009 0 178742 0 0 0 Dr Adam Husney Medical Director 172110 0 8563 0 139 0 12199 0 16418 0 209429 0 0 0 Dr Kathleen Romito Medical Director 153757 0 7662 0 91 0 10785 0 8131 0 180426 0 0 0 James Watkins Senior Director, Market Solutions 128532 0 44795 0 138 0 9153 0 8496 0 191114 0 0 0 Bruce Hedemark Business Development Director 62445 0 189480 0 69 0 16200 0 7954 0 276148 0 0 0 Christine Fisler Former Chief Integration Officer 87895 0 279974 0 65 0 3189 0 10591 0 381714 0 0 0 Form 990, Schedule J, Part I, Line 4a Christine Fisler was the Chief Financial Officer and Chief Operating Officer of the Foundation for Informed Medical Decision Making, Inc. prior to its merger with Healthwise. Following the merger, Ms. Fisler served as the Healthwise Chief Integration Officer until June 13, 2014. Under the terms of a Separation Agreement dated May 23, 2014, and in exchange for a general release of claims and a confidential and proprietary developments acknowledgement, Ms. Fisler received a lump sum payment of $279,974, less applicable taxes, and was allowed to continue her medical and dental benefits until June 30, 2014. Form 990, Schedule J, Part I, Line 4b On May 5, 2011 the Organization entered into a retention agreement with the CEO to provide incentive compensation to further continue his employment with the Organization. Under the terms of the agreement, the Organization will pay the CEO a lump sum of $500,000 provided he remains continuously employed until April 15, 2016. An additional payment of $100,000 will be provided to the CEO based on his continued employment through April 15, 2017. Schedule J, Column C and Part VII, Section A, Form 990 include $100,000 of accrued compensation for the calendar year 2014. On July 22, 2011 the Organization entered into a retention agreement with its President and Chief Operating Officer (COO) to provide incentive compensation to him to continue his employment with the Organization. Under the terms of this agreement, the Organization will pay the COO a lump sum payment of $300,000 provided he remains employed by the Organization through July 15, 2017. Schedule J, Column C and Part VII, Section A, Form 990 include $50,000 of accrued compensation for the calendar year 2014. In connection with the merger of the Foundation for Informed Medical Decision Making, Inc. (the Foundation), the Organization entered into retention agreements with four (4) key employees to provide incentive compensation to them to continue their employment with the Organization for a period of time following the merger. The key employees are: Dr. Michael Barry, Chief Science Officer and President for the Foundation division; Ben Moulton, Senior VP; Diana Stilwell, VP; and Richard Wexler, Chief Clinical Integration Officer. Under the terms of these agreements, the Organization will pay the employee a lump sum provided they remain with the company for the term as defined in the agreement. Dr. Barry's agreement also provides for the lump sum payment if his employment is terminated prior to the retention date due to death, disability, specified change of control events or by the employee for good reason or by the Organization for other than cause (as specified and defined in the agreement). The total lump sum due under the agreements is approximately $513,000. Form 990, Schedule J, Part I, Line 5a In order for Healthwise to meet its mission of maximizing delivery of consumer health information and tools, Healthwise works with a variety of organizations that are active in the field of health education ranging from other nonprofit organizations to for-profit web portals. In order to accomplish this exempt mission, a small number of our employees (less than 5%) are charged with the assignment of enhancing our distribution through building relationships with these organizations. These Healthwise employees' compensation is based partially on the results of their efforts tied to gross revenues received. It should be noted that none of the compensation is paid on net earnings. The setting of these employees' total compensation is reviewed carefully in comparison to market studies as benchmarks for reasonableness. Form 990, Schedule J, Part I, Line 7 In the course of fulfilling its exempt mission, Healthwise endeavors to measure its mission accomplishment through tracking of mission points. Mission points are not tied to gross or net revenue. Annually, the Board determines if any additional compensation above the employees' base remuneration is to be paid based on mission accomplishment as measured by mission points - the fulfillment of mission efforts through the development of new health information materials and other mission criteria. This compensation is discretionary by the Board and is therefore considered non-fixed. If the mission accomplishment is achieved, then the Board takes into account the financial capabilities of Healthwise to pay such additional compensation so as not to jeopardize its operating ability, as well as reviews total compensation to assure that all compensation falls within the reasonable remuneration factors as a tax-exempt organization. Once the Board establishes if there will be a payment and determines the percentage of base pay used to calculate such payment, then the formula used to determine the payment is applied to all employees, including officers. When paid, the amount of such mission based remuneration is a percentage of the employee's compensation. Certain officers of Healthwise are eligible for this additional compensation based on a multiplier of up to 2.2 times the Board approved percentage. Molly Mettler Officer 98702 Employment 0 Schedule L, Part IV, Line 1 Molly Mettler is a family member of Donald Kemper, CEO. She is also an officer of the organization. Form 990, Part I, Line 1 The greatest untapped resource in health care is the consumer. Healthwise is helping to tap it over 200 million times a year. We are systematically expanding the role of the patient in health care to do more for themselves and to share with their doctors in developing care plans and making medical decisions. Founded in 1975 with the simple mission "to help people make better health decisions," Healthwise has become the world's most widely used source of unbiased, evidence-based consumer health information. The premise for Healthwise's mission is even more applicable today than it was in 1975. Healthwise has stood true to its objectives and purposes stated in its formation documents, including: To plan, develop, evaluate and promote practical health education programs that can play an important role in helping the individual: 1. To understand his/her health and how to preserve it. 2. To understand the nature of various diseases. 3. To make intelligent use of available health services. 4. To improve his/her behavior regarding health-affecting practices and activities. To further advance the Healthwise mission, Healthwise merged with the Foundation for Informed Medical Decision Making, Inc. (the Foundation), a nonprofit with the world's greatest depth of knowledge about shared decision making, on April 1, 2014. The Foundation, which now operates as a division of Healthwise, continues to focus on research and advocacy in the area of shared medical decision making and promotes patient engagement in health care through regulatory, policy and quality initiatives - supporting and spreading the mission of helping people make better health decisions. In FY 2015 people turned to Healthwise information and tools over 200 million times. Through the use of its books and other print materials, point-of-care patient education, online Healthwise knowledgebase, interactive multimedia virtual-coaching conversations, ongoing behavior change programs, shared decision making tools and products, and other materials, Healthwise helps people take a more active role in their health and health care. Healthwise information and tools help people self-manage chronic disease, provide self-care for minor and acute problems, and participate in shared decision-making with their health care providers for critical treatment options. Healthwise works with a broad network of organizations throughout the U.S., Canada and the world. Hospitals, health plans, consumer health portals, disease management companies, clinics, electronic medical records companies, and government agencies provide Healthwise information to their patients, members and the general public. Historically, Healthwise's funding has come from government contracts, foundation grants, donations, and largely, license fees charged to its distribution network of hospitals, clinics, health plans and health websites. All funds are reapplied to the pursuit of the Healthwise health education-focused mission. Nearly all people who access Healthwise information are provided the materials free of charge by the sponsoring organization. Healthwise is a not-for-profit organization based in Boise, ID with an office in Boston, MA. Healthwise has been nationally recognized not only for the quality of its content, but also for the quality of its workplace culture. Those interested in learning more about Healthwise are invited to visit its web site at www.healthwise.org and www.informedmedicaldecisions.org. Form 990, Part III, Line 1 The Healthwise mission is to help people make better health decisions. Healthwise provides high quality consumer health information, educational solutions and tools to individuals, and educational and support services needed by hospitals, clinics, disease management organizations, government agencies, health portals and book sellers to support better health decisions. Healthwise also advocates for policies and practices that encourage and support the active role of individuals in managing their health and promoting their own health. As a result of the merger with the Foundation for Informed Medical Decision Making, Inc. on April 1, 2014, Healthwise sponsors research on shared medical decision making and advocates for the use of shared medical decision making and patient engagement in health care. Form 990, Part III, Line 4a Everything Healthwise does is in support of our mission to help people make better health decisions. Our focus is on getting the right information and tools to the right person at the right time to help them do three things critical to the improvement of health care in America: 1. To help them provide as much care for themselves as they can do. This includes medical self care and wellness activities along with navigating the health care system. 2. To help them ask for the care they need. We give the patient plain-language guidelines for when medications, treatments and tests are recommended for specific medical conditions. 3. To help them say "no" to care that is not right for them. It is often up to the patient to determine when the risks of a treatment outweigh the benefits. As a result of the merger with the Foundation for Informed Medical Decision Making, Inc. on April 1, 2014, the Organization's program services have been enhanced to include the development of shared medical decision making programs as well as research into and advocacy of shared medical decision making in a variety of health care settings. In the past year Healthwise information and tools were used over 200 million times by people hoping to take an informed role in their own health care and wellness. Our purpose is achieved every time an individual uses our information and tools to make better health and health care decisions. Form 990, Part VI, Section A, line 2 Donald Kemper, CEO, is married to Molly Mettler, Senior Vice President. Dr. Michael Barry, Chief Science Officer, is the Medical Director of the John D. Stoeckle Center for Primary Care Innovation (Stoeckle Center) at Massachusetts General Hospital and is also employed part time by Massachusetts General Hospital, a member of the Partners Healthcare System; Susan Edgman-Levitan, a Healthwise Director, is the Executive Director of the Stoeckle Center at Massachusetts General Hospital and an employee of Partners Healthcare System. Form 990, Part VI, Section B, line 11 Prior to filing the Form 990, each member of the Board of Directors is provided a copy of the Form 990 to review. The directors are encouraged to ask any questions regarding the filing and are given the opportunity to contact the CEO, CFO and/or General Counsel. If a regular board meeting is not scheduled prior to the filing, then at the discretion of the board, if they deem it advisable, a special meeting may be called to discuss the Form 990. Form 990, Part VI, Section B, line 12c All board members, officers and key employees are required to comply with the Healthwise conflict of interest policy during their employment or service. Annually, they are required to review the policy and sign a disclosure form identifying any actual or possible conflicts of interest (as defined in the policy). The General Counsel reviews the completed disclosures and presents any actual or possible conflicts of interest that have been disclosed to the Board for review and a determination of whether a conflict exists. In addition, the General Counsel annually reviews with the Board potential, pending and actual transactions between Healthwise and organizations which have an affiliation with a Board member, officer or key employee (based on their disclosures) for a determination of whether a conflict exists and to seek approval or ratification of the transaction and its related agreements, as necessary or required. Form 990, Part VI, Section B, line 15 The following procedures are in place for setting and reviewing CEO, officers and key employees' compensation: 1. Compensation is reviewed and approved by the Board-established Audit, Finance and Compensation Committee (AFC Committee) consisting of disinterested persons. Persons with conflicts of interest are not involved in this review or approval for any position that may involve such conflict. 2. Compensation is reviewed and approved using comparable compensation data for similarly qualified persons in functionally comparable positions at similarly situated organizations. The source data used is based on multiple compensation surveys. 3. There is contemporaneous documentation and record keeping with respect to the deliberations and decisions regarding the compensation arrangements. The documentation includes terms of compensation, members of the committee/board present for the decision and discussion, comparable data used and the basis for the decision made. 4. The Board of Directors has access to all AFC Committee decisions regarding the results of this process and, in addition, the Board directly handles the setting of the compensation for the CEO, Donald Kemper, and his spouse, Molly Mettler, who currently holds the position of Senior Vice President. 5. Additionally, the AFC Committee, under the direction of the Board of Directors, periodically engages independent compensation consultants to review and analyze total compensation for specific officer positions, and the terms and compensation relating to retention and incentive compensation agreements and severance plans, against survey and/or peer group data and/or industry and comparable benchmark data. In connection with these engagements, the AFC Committee generally seeks an opinion from the independent compensation consultant on the reasonableness of the compensation package and/or terms relating to the retention and/or incentive agreement or severance plan. In 2015, in connection with the adoption and approval of a Change in Control Severance Plan (Plan), the AFC Committee engaged an independent compensation consultant to review the Plan and the compensation elements and payouts under the Plan against comparable Plans. The review, deliberation and approval specified in items 1-4 above along with the analysis and opinion of the independent compensation consultant was used by the AFC Committee and Board with regard to Plan compensation matters and compensation of the CEO and President/COO. In addition, the AFC Committee engaged an independent consultant to review and analyze its incentive compensation programs that are available to a small number of individuals within the sales organization, against comparable programs. The AFC reviewed and approved changes to its incentive compensation plan for these sales individuals taking into account the independent consultant's analysis and comparability data. Form 990, Part VI, Section C, line 19 A copy of any of these documents, such as but not limited to, the Form 990, Articles of Incorporation, Bylaws, conflict of interest policy and financial statements are available upon request from the CEO, General Counsel or the CFO's office. Form 990, Part IX, line 24e Bad Debt: Program service expenses 0. Management and general expenses 16,346. Fundraising expenses 0. Total expenses 16,346. Sales/Use Tax: Program service expenses 0. Management and general expenses 12,243. Fundraising expenses 0. Total expenses 12,243. Donations: Program service expenses 1,020. Management and general expenses 6,694. Fundraising expenses 0. Total expenses 7,714. Equipment Rental: Program service expenses 0. Management and general expenses 7,224. Fundraising expenses 0. Total expenses 7,224. Staff Procurement: Program service expenses 245. Management and general expenses 5,923. Fundraising expenses 0. Total expenses 6,168.