Attach to Form 990 or Form 990-EZ.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (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 listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION INC |
042674079 | 0 | Yes | 0 | 0 | |
Total 1
|
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Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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 VI.).. | ||||||
| 11 | Total support Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e | Discount claimed for blockage or other factors (explain in detail in Part VI): | |||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| 7 | Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions) | |||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2014 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2014 |
(iii) Distributable Amount for 2014 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2014 from Section C, line 6 |
||||
|
2
Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions) |
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| 3 Excess distributions carryover, if any, to 2014: | ||||
| a From 2009.......X | ||||
| b From 2010.......X | ||||
| c From 2011.......X | ||||
| d From 2012.......X | ||||
| e From 2013....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2014 distributable amount | ||||
|
i
Carryover from 2009 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2014 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2014 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
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|
6
Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
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|
7 Excess distributions carryover to 2015. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a From 2010.......X | ||||
| b From 2011.......X | ||||
| c From 2012.......X | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| FORM 990, SCHEDULE A, PART IV, LINE 3B | TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC. FURNISHED A COPY |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART III, LINE 1 | ORGANIZATION'S MISSION 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 WITH AN EMPHASIS ON THE MOST VULNERABLE IN OUR SOCIETY. FOR ITS GRANTMAKING, THE FOUNDATION NOW EMPHASIZES INITIATIVES THAT LOOK AT COMMUNITIES IN A COMPREHENSIVE WAY AND SUPPORT INTEGRATED STRATEGIES. THE FOUNDATION FUNDS PROGRAMS THAT PROMISE TO MOVE COMMUNITIES TOWARD AGE-FRIENDLINESS, MEANING THAT CONSIDERATION IS GIVEN TO ALL PLANS AND POLICIES WHEN THINKING ABOUT COMMUNITY GROWTH AND DEVELOPMENT. THIS TRANSLATES INTO HAVING COMMUNITIES "WHERE WE LIVE AND WORK" FOLLOW STANDARDS ESTABLISHED BY THE WORLD HEALTH ORGANIZATION, THAT PROMOTE HEALTHY LIVING ACROSS THE LIFESPAN AND ENHANCE QUALITY OF LIFE IN COMMUNITIES AS PEOPLE AGE. THIS INCLUDES COMMUNITY AND HEALTH CARE, HOUSING, TRANSPORTATION, SOCIAL PARTICIPATION, OUTDOOR SPACES AND BUILDING, RESPECT AND SOCIAL INCLUSION, CIVIC PARTICIPATION AND EMPLOYMENT, COMMUNICATIONS AND INFORMATION. THIS APPROACH RECOGNIZES THE WIDE RANGE OF CAPACITIES AND RESOURCES AMONG OLDER PEOPLE, ANTICIPATES AND RESPONDS FLEXIBLY TO AGING-RELATED NEEDS AND PREFERENCES, RESPECTS OLDER PEOPLE'S DECISIONS AND LIFESTYLE CHOICES, PROTECTS THOSE WHO ARE MOST VULNERABLE, AND PROMOTES OLDER PEOPLE'S INCLUSION IN AND CONTRIBUTION TO ALL AREAS OF COMMUNITY LIFE. TO ADVANCE THIS COMMUNITY APPROACH, THE FOUNDATION PRIORITIZED ITS INVESTMENTS INTO THREE AREAS THAT WOULD ENCOURAGE ORGANIZATIONS TO WORK MORE COLLABORATIVELY TO MAKE THE IMPACT THEY WERE HAVING BROADER AND TO POSITION THOSE ORGANIZATIONS FOR SCALING EFFORTS THAT WOULD LEAD TO IMPROVE COMMUNITY OUTCOMES. IN 2015, THE FOUNDATION BEGAN FUNDING IN: SYSTEMS AND BEST PRACTICES- SUPPORT HEALTHY LIVING THROUGH HEALTH AND WELLNESS, WORKFORCE DEVELOPMENT, PURPOSEFUL ENGAGEMENT AND FIELD AND CAPACITY BUILDING ACTIVITIES; POLICY AND ADVOCACY- ENGAGES IN POLICY AND ADVOCACY EFFORTS THAT ADVANCE AGE-FRIENDLY STATUS IN ALL COMMUNITIES. THIS INCLUDES ENGAGING AND MOBILIZING DIVERSE STAKEHOLDERS TOWARD MAKING CHANGE AND EXPANDING ACCESS TO PROGRAMS AND SERVICES; AND THE PRESIDENT'S LEADERSHIP FUND - SUPPORTS COMMUNITY LEADERS WORKING COLLABORATIVELY TOWARD A COMMON COMMUNITY GOAL. IN 2014, THE FOUNDATION FUNDED ORGANIZATIONS IN MASSACHUSETTS AND RHODE ISLAND. ORGANIZATIONS IN MASSACHUSETTS AND RHODE ISLAND. ORGANIZATIONS IN MASSACHUSETTS AND RHODE ISLAND. |
| FORM 990, PART III, LINE 4A | PROGRAM SERVICE ACCOMPLISHMENTS IN LATE 2014, THE FOUNDATION REVISED ITS PRIORITIES INTO THREE AREAS THAT WOULD ENCOURAGE ORGANIZATIONS TO WORK MORE COLLABORATIVELY TO MAKE BROADER COMMUNITY IMPACT AND SCALE EFFORTS TO IMPROVE COMMUNITIES. THE FOUNDATION BEGAN FUNDING IN THESE AREAS IN 2015: SYSTEMS AND BEST PRACTICES- IMPROVE SYSTEMS THAT SUPPORT HEALTHY LIVING THROUGH HEALTHY AND WELLNESS, WORKFORCE DEVELOPMENT, PURPOSEFUL ENGAGEMENT AND FIELD AND CAPACITY BUILDING ACTIVITIES; POLICY AND ADVOCACY- ENGAGE IN POLICY AND ADVOCACY EFFORTS THAT WILL ADVANCE COMMUNITIES TOWARD ACHIEVING AGE-FRIENDLY STATUS, INCLUDING ENGAGING DIVERSE STAKEHOLDERS TO MOBILIZE TOWARD MAKING CHANGE AND EXPANDING ACCESS TO PROGRAMS AND SERVICES; AND PRESIDENT'S LEADERSHIP FUND-SUPPORT COMMUNITY LEADERS WORKING COLLABORATIVELY TOWARD A COMMON COMMUNITY GOAL. FORM 990, PART III, LINE 4B IN 2014, TUFTS HEALTH PLAN BEGAN DEVELOPING AND LAUNCHING ITS CORPORATE CITIZENSHIP PROGRAM WHICH INCLUDES: THE FOUNDATION'S INVESTMENTS IN COMMUNITY AS WELL AS INVESTMENTS IN A NEW EMPLOYEE GIFT MATCH PROGRAM THAT MATCHES BOTH VOLUNTEERING AND/OR FINANCIAL CONTRIBUTIONS TO QUALIFIED NON-PROFIT ORGANIZATIONS UP TO $500; ADDITIONALLY THE FOUNDATION WILL DONATE UP TO $5,000 FOR EMPLOYEES DIRECTOR-LEVEL AND ABOVE WHO GIVE FINANCIALLY TO A NON-PROFITS AS WELL AS SERVE AS A BOARD MEMBER OR IN AN ADVISORY CAPACITY. EMPLOYEE VOLUNTEER OPPORTUNITIES THAT ENCOURAGE EMPLOYEES TO GIVE THEIR TIME TO CAUSES THEY SUPPORT, AS WELL AS ENGAGES THEM THROUGH COMPANY-SPONSORED EFFORTS; ENTERPRISE-WIDE WORKPLACE GIVING OPPORTUNITIES WHERE EMPLOYEES CAN DONATE TO COMPANY-SPONSORED DRIVES, WHICH THE FOUNDATION THEN MATCHES. |
| FORM 990, PART VI, LINE 2 | THE FOLLOWING INDIVIDUALS SERVED AS A BOARD MEMBER OR OFFICER FOR TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC.: JAMES ROOSEVELT JACKIE JENKINS-SCOTT THOMAS P. O'NEILL, III LOIS CORNELL UMESH KURPAD ROLAND PRICE PATRICIA BLAKE THE FOLLOWING INDIVIDUALS SERVED AS A BOARD MEMBER OR OFFICER FOR TUFTS ASSOCIATED HEALTH PLANS, INC.: JAMES ROOSEVELT LOIS CORNELL UMESH KURPAD ROLAND PRICE PATRICIA BLAKE THE FOLLOWING INDIVIDUALS SERVED AS A BOARD MEMBER OR OFFICER FOR TOTAL HEALTH PLAN, INC.: JAMES ROOSEVELT UMESH KURPAD LOIS CORNELL ROLAND PRICE PATRICIA BLAKE THE FOLLOWING INDIVIDUALS SERVED AS A BOARD MEMBER OR OFFICER FOR TUFTS INSURANCE COMPANY: JAMES ROOSEVELT LOIS CORNELL UMESH KURPAD ROLAND PRICE THE FOLLOWING INDIVIDUALS SERVED AS A BOARD MEMBER OR OFFICER FOR TUFTS BENEFIT ADMINISTRATORS, INC.: JAMES ROOSEVELT LOIS CORNELL UMESH KURPAD ROLAND PRICE THE FOLLOWING INDIVIDUALS SERVED AS A BOARD MEMBER OR OFFICER FOR TAHP BROKERAGE CORPORATION: JAMES ROOSEVELT LOIS CORNELL THE FOLLOWING PERSON SERVED AS A BOARD OF MANAGERS MEMBER OR OFFICER FOR CHRISTIE STUDENT HEALTH PLANS LLC: UMESH KURPAD THE FOLLOWING PEOPLE SERVED AS A BOARD OF MANAGERS, MEMBER OR OFFICER FOR NETWORK HEALTH, LLC: JAMES ROOSEVELT UMESH KURPAD LOIS CORNELL ROLAND PRICE |
| FORM 990, PART VI, LINE 3 | DESCRIPTION OF MANAGEMENT ARRANGEMENT THE FOUNDATION IS A SUPPORTING ORGANIZATION OF TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC. (TAHMO). TAHMO AND ITS SUBSIDIARY, TUFTS ASSOCIATED HEALTH PLANS, INC. (TAHP), PROVIDE ADMINISTRATIVE AND MANAGEMENT SERVICES TO THE FOUNDATION. |
| FORM 990, PART VI, LINES 6A AND 7A | MEMBERS TUFTS ASSOCIATED HEALTH MAINTENANCE ORGRANIZATION, INC. (TAHMO) AS THE SOLE CORPORATE MEMBER OF THE FOUNDATION, ELECTS THE MEMBERS OF THE FOUNDATION'S GOVERNING BODY. FORM 990, PART VI, LINE 7B DESCR CLASSES OF PERSONS, DECISIONS REQUIRING APPR & TYPE OF VOTING RIGHTS 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. |
| FORM 990, PART VI, LINE 11B | PROCESS USED BY GOVERNING BODY TO REVIEW 990 THE FORM 990 IS PREPARED IN TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC.'S FINANCE DEPARTMENT, WITH ASSISTANCE FROM OUR EXTERNAL ACCOUNTANTS, ERNST & YOUNG. THIS PREPARATION BEGAN IN JUNE 2015. SOME INFORMATION IS PROVIDED BY THE FOUNDATION'S PRESIDENT AND MANAGING DIRECTOR, 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 2015, IT IS FORWARDED ON TO OUR BOARD OF DIRECTORS AND IT IS THEN SUBMITTED FOR FILING. |
| FORM 990, PART VI, LINE 12C | DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST 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 SUBMITTED AND 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 PORTFOLIO 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. |
| FORM 990, PART VI, LINES 15A AND 15B | OFFICES & POSITIONS FOR WHICH PROCESS WAS USED, & YEAR PROCESS WAS BEGUN 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 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, 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. 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, 2013 WAS COMPLETED BY THE EXTERNAL CONSULTANT ENGAGED BY THE 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. |
| FORM 990, PART VI, LINE 19 | AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS TO GEN PUBLIC 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. |
| FORM 990, PART VII | SUPPLEMENTAL COMPENSATION INFORMATION Steven Tolman did not earn compensation in 2014. In lieu of compensation, Tufts Health Plan donated an amount equivalent to the compensation he would have otherwise received to a charity. |
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