Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
Tufts Health Plan Foundation Inc
Employer identification number
26-1374263
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
No
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
(A)
TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION INC
042674079
0
Yes
Yes
Yes
0
Total
0
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (see instructions)
..................
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here........................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2011.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
13
Total support. (Add lines 9, 10c, 11, and 12.)..
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2011.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
NO MONETARY SUPPORT IS PROVIDED TO THE SUPPORTED ORGANIZATION. THE SUPPORTING ORGANIZATION (THE FOUNDATION) PERFORMS SERVICES FOR THE SUPPORTED ORGANIZATION WHICH ARE GRANTMAKING, PROGRAM SUPPORT AND EDUCATIONAL ACTIVITIES. FURTHER MONETARY SUPPORT IS NOT REQUIRED.
Schedule A (Form 990 or 990-EZ) 2012
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
Tufts Health Plan Foundation Inc
Employer identification number
26-1374263
Identifier
Return Reference
Explanation
ORGANIZATION'S MISSION
FORM 990, PART III, LINE 1
IN ORDER TO PROVIDE BENEFITS TO THE COMMUNITY OUTSIDE OF ITS REGULAR LINES OF BUSINESS, TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC. (TAHMO) CREATED THE TUFTS HEALTH PLAN FOUNDATION, A 501(C)(3) CHARITABLE AND SUPPORTING ORGANIZATION OF TAHMO. THE MISSION OF THE FOUNDATION IS TO PROMOTE HEALTHY LIFESTYLES AND THE DELIVERY OF QUALITY CARE. THE FOUNDATION ACHIEVES THIS MISSION PRIMARILY THROUGH GRANTMAKING TO CHARITABLE, SERVICE-PROVIDING ORGANIZATIONS, PROGRAM SUPPORT AND EDUCATIONAL ACTIVITIES. THE FOUNDATION'S FOCUS IS HEALTHY AGING - IMPROVING THE LIVES OF OLDER ADULTS 60 AND OVER. THE TUFTS HEALTH PLAN FOUNDATION HAS CHOSEN TO FOCUS ON HEALTHY AGING IN ORDER TO ADDRESS THE NEEDS OF OUR COMMUNITIES IN MASSACHUSETTS AND RHODE ISLAND, AND TO HELP MEET THE CHALLENGES AND OPPORTUNITIES OF AN AGING SOCIETY. IN 2012 THE FOUNDATION MADE GRANTS THROUGH THE FOUR AREAS OF CAREGIVER SUPPORT, FALL PREVENTION, INTERGENERATIONAL COLLABORATION AND VIBRANT LIFESTYLES.
PROGRAM SERVICE ACCOMPLISHMENTS
FORM 990, PART III, LINE 4A
IN 2012, THE TUFTS HEALTH PLAN FOUNDATION COMPLETED ITS FOURTH YEAR FOCUSING ON HEALTHY AGING FOR OLDER ADULTS 60-PLUS AND OVER TO ENSURE THAT OLDER ADULTS SPEND MORE YEARS IN GOOD HEALTH AND ENGAGED AS VITAL MEMBERS OF OUR COMMUNITIES. THE FOUNDATION WORKED WITH PROGRAMS THAT ADDRESS THE DEVELOPMENT AND MAINTENANCE OF OPTIMAL PHYSICAL, MENTAL AND SOCIAL WELL-BEING AND FUNCTION IN OLDER ADULTS THROUGH FOUR AREAS: 1. CAREGIVER SUPPORT - TRAINING, EDUCATION AND RESOURCES TO SUPPORT CAREGIVERS AND CARE RECIPIENTS. 2. FALL PREVENTION - EXERCISE AND EDUCATION FOR OLDER ADULTS THAT WILL REDUCE FEAR OF FALLS AND INCREASE MOBILITY, STRENGTH AND BALANCE. 3. INTERGENERATIONAL COLLABORATION - OLDER ADULTS AND YOUNGER GENERATIONS ENRICHING EACH OTHER'S LIVES THROUGH MENTORING, TUTORING AND VOLUNTEER ACTIVITIES. 4. VIBRANT LIFESTYLES - EXERCISE, NUTRITION AND EVIDENCE-BASED CHRONIC DISEASE MANAGEMENT, SOCIAL AND RECREATIONAL ACTIVITIES, AND PROGRAMS THAT PROMOTE CIVIC AND COMMUNITY ENGAGEMENT. FORM 990, PART III, LINE 4B COMMUNITY SUPPORT GRANTS: IN ADDITION TO ITS HEALTHY AGING FOCUS, THE FOUNDATION ALSO SUPPORTS WORTHY COMMUNITY PROGRAMS SUCH AS THE GREATER BOSTON FOOD BANK'S BROWN BAG PROGRAM THAT PROVIDES HEALTHY, NUTRITIOUS FOOD TO INDIVIDUALS IN NEED. FORM 990, PART III, LINE 4C THE TUFTS HEALTH PLAN FOUNDATION WAS ONE OF 19 FOUNDATIONS NATIONWIDE TO RECEIVE A ROBERT WOOD JOHNSON FOUNDATION PARTNERS INVESTING IN NURSING'S FUTURE GRANT IN 2009. THE TWO-YEAR, $250,000 GRANT WAS TO DEVELOP A REGIONAL APPROACH TO NURSING EDUCATION WITH PARTNERS IN MA, NH AND RI. THE MASSACHUSETTS HOSPITAL RESEARCH AND EDUCATION ASSOCIATION WAS THE FISCAL AGENT FOR THIS TRI-STATE COLLABORATION CALLED "CREATIVITY AND CONNECTIONS: BUILDING A REGIONAL NURSING EDUCATION FRAMEWORK." THIS WORK IS COMPLETED.
DESCRIPTION OF RELATIONSHIPS
FORM 990, PART VI, LINE 2
THE FOLLOWING PEOPLE SERVED AS BOARD MEMBERS OF POINTRIGHT, INC: JAMES ROOSEVELT VINCENT MOR, PH.D. THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER OR OFFICER FOR TUFTS ASSOCIATED HEALTH PLAN, INC: JAMES ROOSEVELT LOIS CORNELL UMESH KURPAD ROLAND PRICE DAVID ABELMAN PATRICIA BLAKE THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER OR OFFICER FOR TOTAL HEALTH PLAN, INC: JAMES ROOSEVELT UMESH KURPAD LOIS CORNELL ROLAND PRICE DAVID ABELMAN PATRICIA BLAKE THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER OR OFFICER FOR TUFTS INSURANCE COMPANY: JAMES ROOSEVELT LOIS CORNELL UMESH KURPAD ROLAND PRICE THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER OR OFFICER FOR TUFTS BENEFIT ADMINISTRATORS, INC: JAMES ROOSEVELT LOIS CORNELL UMESH KURPAD ROLAND PRICE THE FOLLOWING PEOPLE SERVED AS A BOARD MEMBER OR OFFICER FOR TUFTS BROKERAGE CORPORATION, INC: JAMES ROOSEVELT LOIS CORNELL
DESCRIPTION OF MANAGEMENT ARRANGEMENT
FORM 990, PART VI, LINE 3
THE FOUNDATION IS A SUPPORTING ORGANIZATION OF TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC (TAHMO). TAHMO AND ITS SUBSIDIARY, TUFTS ASSOCIATED HEALTH PLAN, INC (TAHP), PROVIDE ADMINISTRATIVE AND MANAGEMENT SERVICES TO THE FOUNDATION.
MEMBERS
FORM 990, PART VI, LINES 6A AND 7A
TUFTS ASSOCIATED HEALTH MAINTENANCE ORGRANIZATION, INC. (TAHMO) AS THE SOLE CORPORATE MEMBER OF THE FOUNDATION, ELECTS THE MEMBERS OF THE FOUNDATION'S GOVERNING BODY.
DESCR CLASSES OF PERSONS, DECISIONS REQUIRING APPR & TYPE OF VOTING RIGHTS
FORM 990, PART VI, LINE 7B
TAHMO, AS THE SOLE CORPORATE MEMBER OF THE FOUNDATION, HAS THE RIGHT TO MAKE CERTAIN DECISIONS REGARDING THE FOUNDATION, AND IS REQUIRED TO APPROVE ANY CHANGES TO THE FOUNDATION'S BYLAWS.
PROCESS USED BY GOVERNING BODY TO REVIEW 990
FORM 990, PART VI, LINE 11B
THE FORM 990 IS PREPARED IN THE TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION'S FINANCE DEPARTMENT, WITH ASSISTANCE FROM OUR EXTERNAL ACCOUNTANTS, ERNST & YOUNG. THIS PREPARATION BEGAN IN JUNE 2013. SOME INFORMATION IS PROVIDED BY OUR DIRECTOR OF GRANTS, AND SECTIONS OF THE FORM ARE REVIEWED BY OUR INSIDE 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 2013, IT IS FORWARDED ON TO OUR BOARD OF DIRECTORS AND IT IS THEN SUBMITTED FOR FILING.
DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST
FORM 990, PART VI, LINE 12C
ON AN ONGOING BASIS AND BEFORE ANY GRANTS ARE AWARDED, ALL BOARD MEMBERS AND STAFF MEMBERS ARE ASKED TO DISCLOSE ANY RELATIONSHIPS OR POTENTIAL CONFLICTS OF INTEREST WITH ANY GRANTEES OR BUSINESS PARTNERS. ALSO, THE FOUNDATION BOARD MEMBERS RECEIVE ANNUAL CONFLICTS STATEMENTS, WHICH ARE REVIEWED. DURING THE GRANT REVIEW PROCESS, STAFF MEMBERS WITH AN ACTUAL OR POTENTIAL CONFLICT ARE PERMITTED TO COMMENT ON A PARTICULAR REQUEST, BUT ARE NOT ALLOWED TO PARTICIPATE IN FINAL DECISIONS. DISCLOSURES ARE REPORTED IN THE DOCKET OF GRANTS PRESENTED TO THE BOARD FOR VOTE, AND BOARD MEMBERS ARE AGAIN REQUESTED TO DISCLOSE ANY POTENTIAL CONFLICTS JUST PRIOR TO THE VOTE TAKING PLACE. ANY BOARD MEMBER WITH AN ACTUAL OR POTENTIAL CONFLICT IS PERMITTED TO COMMENT, BUT IS NOT ALLOWED TO VOTE ON THE PARTICULAR MATTER.
OFFICES & POSITIONS FOR WHICH PROCESS WAS USED, & YEAR PROCESS WAS BEGUN
FORM 990, PART VI, LINES 15A AND 15B
THE FOUNDATION DOES NOT HAVE ANY EMPLOYEES. THE EMPLOYEES OF RELATED ORGANIZATIONS PROVIDE SERVICES TO THE FOUNDATION. THE PRESIDENT IS COMPENSATED SOLELY FOR HIS DUTIES PERFORMED IN THE CAPACITY AS AN OFFICER OF TAHMO AND TAHP. THERE IS NO REMUNERATION FOR DUTIES RELATED TO THE TUFTS HEALTH PLAN FOUNDATION. THE COMPENSATION COMMITTEE (THE "COMMITTEE") OF THE BOARD OF DIRECTORS (THE "BOARD") OF TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION (TUFTS OR THE "COMPANY") REVIEWS AND ADMINISTERS TOTAL REMUNERATION OPPORTUNITIES, POLICIES, PROGRAMS, AND MAJOR CHANGES IN TUFTS' BENEFIT PLANS THAT ARE APPLICABLE TO THE OFFICERS AND EXECUTIVES OF THE COMPANY (THE "EXECUTIVES" - THESE INCLUDE THE CEO, COO, AND ALL SENIOR VICE PRESIDENTS), AS WELL AS TO 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. THE COMMITTEE REPORTS TO THE FULL BOARD OF DIRECTORS OF TAHMO. 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, THE STRATEGIC DIRECTION OF THE COMPANY FOR THE PERFORMANCE YEAR, AND THE INDIVIDUAL'S PERFORMANCE DURING THAT 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 ON AN ANNUAL BASIS. FOR THE CEO, BENCHMARKING IS COMPLETED BY THE EXTERNAL CONSULTANT ENGAGED BY THE COMPENSATION COMMITTEE. FOR ALL OTHER OFFICERS, BENCHMARKING IS COMPLETED BY AN EXTERNAL CONSULTANT EVERY TWO YEARS, AND BY THE INTERNAL COMPENSATION TEAM ON ALTERNATING YEARS. THE ANALYSIS COMPLETED IN Q4, 2012 WAS COMPLETED BY THE EXTERNAL CONSULTANT ENGAGED BY THE COMMITTEE FOR THE CEO, AND BY THE INTERNAL COMPENSATION TEAM FOR ALL OTHER OFFICERS. TO COMPLETE THE ANALYSIS, THE CONSULTANT AND THE INTERNAL COMPENSATION TEAM: - 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.
AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS TO GEN PUBLIC
FORM 990, PART VI, LINE 19
THE GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICY AND FINANCIAL STATEMENTS OF THE FOUNDATION ARE AVAILABLE AT ITS HEADQUARTERS IN WATERTOWN, MA. ALL REQUESTS CAN BE MADE TO THE CORPORATE COMMUNICATIONS OR FINANCE DEPARTMENTS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.