TY 2015 Form 990 Schedule J

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1ERIC H SCHULTZPRESIDENT/CEO/DIRECTOR	(i) (ii)	870,489 ------------- 0	473,190 ------------- 0	22,902 ------------- 0	283,700 ------------- 0	23,081 ------------- 0	1,673,362 ------------- 0	0 ------------- 0
2CHARLES R GOHEENTREASURER	(i) (ii)	458,362 ------------- 0	152,522 ------------- 0	22,902 ------------- 0	115,200 ------------- 0	30,331 ------------- 0	779,317 ------------- 0	0 ------------- 0
3DEBORAH A NORTONCIO (Officer until 5/15)	(i) (ii)	387,290 ------------- 0	127,822 ------------- 0	25,524 ------------- 0	101,200 ------------- 0	34,733 ------------- 0	676,569 ------------- 0	0 ------------- 0
4JOHN F LANECHIEF HR OFFICER (UNTIL 1/15)	(i) (ii)	20,651 ------------- 0	84,467 ------------- 0	316,452 ------------- 0	65,226 ------------- 0	8,184 ------------- 0	494,980 ------------- 0	0 ------------- 0
5MICHAEL S SHERMAN MDSR VP CMO (OFFICER UNTIL 5/15)	(i) (ii)	366,668 ------------- 0	83,008 ------------- 0	20,622 ------------- 0	21,200 ------------- 0	31,694 ------------- 0	523,192 ------------- 0	0 ------------- 0
6THOMAS F MALONEYVP - Deputy General Counsel	(i) (ii)	227,767 ------------- 0	33,840 ------------- 0	1,811 ------------- 0	20,945 ------------- 0	28,295 ------------- 0	312,658 ------------- 0	0 ------------- 0
7TU NGUYENVP/CHIEF ACTUARY (UNTIL 10/15)	(i) (ii)	171,994 ------------- 0	42,300 ------------- 0	22,266 ------------- 0	19,466 ------------- 0	22,825 ------------- 0	278,851 ------------- 0	0 ------------- 0
8TISA K HUGHESSECRETARY AND CLERK	(i) (ii)	406,402 ------------- 0	99,148 ------------- 0	2,622 ------------- 0	100,408 ------------- 0	29,402 ------------- 0	637,982 ------------- 0	0 ------------- 0
9VINCENT CAPOZZISr VP Sales & MARKETING	(i) (ii)	343,608 ------------- 0	100,111 ------------- 0	25,524 ------------- 0	21,200 ------------- 0	26,692 ------------- 0	517,135 ------------- 0	0 ------------- 0
10BETH ANN ROBERTSSR VP REGIONAL MARKETS	(i) (ii)	271,798 ------------- 0	55,650 ------------- 0	7,456 ------------- 0	21,200 ------------- 0	25,573 ------------- 0	381,677 ------------- 0	0 ------------- 0
11RICHARD WEISBLATTCHIEF OF INNOVATION & STRATEGY	(i) (ii)	327,138 ------------- 0	69,307 ------------- 0	25,096 ------------- 0	72,746 ------------- 0	20,909 ------------- 0	515,196 ------------- 0	0 ------------- 0
12PRANAV MEHTASVP PROD & BUS PLAN	(i) (ii)	240,714 ------------- 0	52,500 ------------- 0	757 ------------- 0	21,200 ------------- 0	35,988 ------------- 0	351,159 ------------- 0	0 ------------- 0
13MARTHA MURPHYVP SALES	(i) (ii)	137,028 ------------- 0	175,232 ------------- 0	19,145 ------------- 0	17,033 ------------- 0	25,175 ------------- 0	373,613 ------------- 0	0 ------------- 0
14Richard PlattEXEC DIR OF HPHC INSTITUTE	(i) (ii)	371,243 ------------- 0	0 ------------- 0	24,069 ------------- 0	21,200 ------------- 0	2,214 ------------- 0	418,726 ------------- 0	0 ------------- 0
15Cynthia Napier RosenbergSR MEDICAL DIR (until 10/15)	(i) (ii)	221,507 ------------- 0	51,300 ------------- 0	46,273 ------------- 0	21,200 ------------- 0	19,842 ------------- 0	360,122 ------------- 0	0 ------------- 0
16MICHELLE J CLAYMANSr VP Fin/Treas.(as of 11/15)	(i) (ii)	260,960 ------------- 0	47,662 ------------- 0	4,935 ------------- 0	17,945 ------------- 0	30,184 ------------- 0	361,686 ------------- 0	0 ------------- 0
17WILLIAM GRAHAMSVP PUBLIC AFFAIRS & GVMT PROG	(i) (ii)	228,752 ------------- 0	51,495 ------------- 0	19,235 ------------- 0	21,002 ------------- 0	27,605 ------------- 0	348,089 ------------- 0	0 ------------- 0
18SCOTT ALLENSenior Actuarial Consultant	(i) (ii)	235,276 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	235,276 ------------- 0	0 ------------- 0

Return Reference	Explanation
SCHEDULE J, PART I, LINE 1a	Tax gross-up payments 3 Officers were provided tax gross-up payments along with supplemental retirement payments to compensate for retirement contribution limitations. These payments were reported as taxable income. Personal services 1 NON MANAGEMENT Director was provided reimbursement for tax preparation services needed due to an inadvertent prior year over-reporting made by the organization. The payment was reported as taxable income. SCHEDULE J, PART I, LINE 4A JOHN LANE'S EMPLOYMENT WITH HPHC TERMINATED IN JANUARY 2015. PURSUANT TO THE SEVERANCE PROVISION OF HIS CONTRACT, MR. LANE WAS ELIGIBLE TO RECEIVE A CONTINUATION OF HIS BASE SALARY AND BENEFITS FOR A PERIOD OF UP TO ONE YEAR AND ANY INCENTIVE COMPENSATION HE WAS ENTITLED TO FOR 2013 THROUGH 2015. IN 2015, HE RECEIVED SEVERANCE PAYMENTS OF $279,192 AND INCENTIVE COMPENSATION OF $84,467. In connection with his severance arrangement, the officer was provided outplacement services. The value of the services was treated as nontaxable. SCHEDULE J, PART I, LINE 4B LONG TERM INCENTIVE PLAN HPHC ADOPTED A LONG-TERM INCENTIVE PLAN FOR ITS CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CHIEF LEGAL OFFICER, CHIEF INFORMATION OFFICER, CHIEF INNOVATION AND STRATEGY OFFICER, AND CHIEF HUMAN RESOURCES OFFICER FOR 2013-2015. THE PLAN IS BASED ON A VARIETY OF PERFORMANCE MEASURES AND AMOUNTS ARE EARNED OVER A THREE YEAR PERIOD. SOME OR ALL OF THE DEFERRED COMPENSATION AMOUNTS REPORTED HEREIN FOR THE POTENTIAL EARNINGS UNDER THE PLAN MAY OR MAY NOT BE PAID TO THE EXECUTIVES BASED ON THE ACTUAL RESULTS OF THE PERFORMANCE MEASURES AS DETERMINED AT THE END OF THE APPLICABLE THREE YEAR PERIOD. ANNUAL ACCRUALS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN(C). NO PAYMENTS WERE MADE FROM THE PLAN DURING 2015. SCHEDULE J, PART I, LINE 7 EXECUTIVE INCENTIVE PLAN HPHC HAS AN EXECUTIVE INCENTIVE PLAN TO INCENT AND REWARD PARTICIPANTS AND PERMIT THEM TO SHARE IN SUCCESSFUL COMPANY FINANCIAL RESULTS, ENCOURAGE THEM TO WORK AS A TEAM AND PAY THEM COMPETITIVELY, CONSIDERING FINANCIAL CONSTRAINTS. ON AN ANNUAL BASIS, SUBJECT TO ORGANIZATION AND INDIVIDUAL PERFORMANCE, THE COMPANY PAYS ELIGIBLE PARTICIPANTS THEIR INCENTIVE COMPENSATION, PART OF WHICH (NO MORE THAN 40% OF THE GOAL) IS CONTINGENT ON ACHIEVING A CERTAIN OPERATING EARNINGS TARGET OF HPHC, INC. AND AFFILIATES (ON A COMBINED STATUTORY ACCOUNTING BASIS). DISCRETIONARY RETIREMENT BENEFIT PLAN HPHC OFFERS A 457(B) PLAN AS A RETIREMENT BENEFIT TO A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES AND FACULTY MEMBERS OF HARVARD PILGRIM HEALTH CARE, INC. AND HARVARD PILGRIM HEALTH CARE INSTITUTE, LLC. THE PLAN PROVIDES ELIGIBLE PARTICIPANTS AN ADDITIONAL OPPORTUNITY TO DEFER PRE-TAX COMPENSATION FOR RETIREMENT. THE PLAN ALSO PROVIDES FOR EMPLOYER CONTRIBUTIONS (FOR NON-FACULTY PARTICIPANTS) AND RESTORATION CREDITS (FOR FACULTY MEMBERS) WHICH ARE INTENDED TO MAKE UP FOR THE SHORTFALL SOME PARTICIPANTS MAY EXPERIENCE UNDER THE HPHC-SPONSORED 401(K) PLAN DUE TO INTERNAL REVENUE CODE OR PLAN CONTRIBUTION LIMITS. HPHC MAKES UP FOR THIS SHORTFALL IN THE 401(K) PLAN BY FUNDING THE 457(B) ACCOUNT ON BEHALF OF THE ELIGIBLE EMPLOYEE UP TO THE 457(B) ANNUAL CONTRIBUTION LIMIT AND ANY AMOUNT ABOVE THIS LIMIT IS PAID TO THE PARTICIPANT IN CASH.

Return Reference

Explanation

SCHEDULE J, PART I, LINE 1a

Tax gross-up payments 3 Officers were provided tax gross-up payments along with supplemental retirement payments to compensate for retirement contribution limitations. These payments were reported as taxable income. Personal services 1 NON MANAGEMENT Director was provided reimbursement for tax preparation services needed due to an inadvertent prior year over-reporting made by the organization. The payment was reported as taxable income. SCHEDULE J, PART I, LINE 4A JOHN LANE'S EMPLOYMENT WITH HPHC TERMINATED IN JANUARY 2015. PURSUANT TO THE SEVERANCE PROVISION OF HIS CONTRACT, MR. LANE WAS ELIGIBLE TO RECEIVE A CONTINUATION OF HIS BASE SALARY AND BENEFITS FOR A PERIOD OF UP TO ONE YEAR AND ANY INCENTIVE COMPENSATION HE WAS ENTITLED TO FOR 2013 THROUGH 2015. IN 2015, HE RECEIVED SEVERANCE PAYMENTS OF $279,192 AND INCENTIVE COMPENSATION OF $84,467. In connection with his severance arrangement, the officer was provided outplacement services. The value of the services was treated as nontaxable. SCHEDULE J, PART I, LINE 4B LONG TERM INCENTIVE PLAN HPHC ADOPTED A LONG-TERM INCENTIVE PLAN FOR ITS CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CHIEF LEGAL OFFICER, CHIEF INFORMATION OFFICER, CHIEF INNOVATION AND STRATEGY OFFICER, AND CHIEF HUMAN RESOURCES OFFICER FOR 2013-2015. THE PLAN IS BASED ON A VARIETY OF PERFORMANCE MEASURES AND AMOUNTS ARE EARNED OVER A THREE YEAR PERIOD. SOME OR ALL OF THE DEFERRED COMPENSATION AMOUNTS REPORTED HEREIN FOR THE POTENTIAL EARNINGS UNDER THE PLAN MAY OR MAY NOT BE PAID TO THE EXECUTIVES BASED ON THE ACTUAL RESULTS OF THE PERFORMANCE MEASURES AS DETERMINED AT THE END OF THE APPLICABLE THREE YEAR PERIOD. ANNUAL ACCRUALS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN(C). NO PAYMENTS WERE MADE FROM THE PLAN DURING 2015. SCHEDULE J, PART I, LINE 7 EXECUTIVE INCENTIVE PLAN HPHC HAS AN EXECUTIVE INCENTIVE PLAN TO INCENT AND REWARD PARTICIPANTS AND PERMIT THEM TO SHARE IN SUCCESSFUL COMPANY FINANCIAL RESULTS, ENCOURAGE THEM TO WORK AS A TEAM AND PAY THEM COMPETITIVELY, CONSIDERING FINANCIAL CONSTRAINTS. ON AN ANNUAL BASIS, SUBJECT TO ORGANIZATION AND INDIVIDUAL PERFORMANCE, THE COMPANY PAYS ELIGIBLE PARTICIPANTS THEIR INCENTIVE COMPENSATION, PART OF WHICH (NO MORE THAN 40% OF THE GOAL) IS CONTINGENT ON ACHIEVING A CERTAIN OPERATING EARNINGS TARGET OF HPHC, INC. AND AFFILIATES (ON A COMBINED STATUTORY ACCOUNTING BASIS). DISCRETIONARY RETIREMENT BENEFIT PLAN HPHC OFFERS A 457(B) PLAN AS A RETIREMENT BENEFIT TO A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES AND FACULTY MEMBERS OF HARVARD PILGRIM HEALTH CARE, INC. AND HARVARD PILGRIM HEALTH CARE INSTITUTE, LLC. THE PLAN PROVIDES ELIGIBLE PARTICIPANTS AN ADDITIONAL OPPORTUNITY TO DEFER PRE-TAX COMPENSATION FOR RETIREMENT. THE PLAN ALSO PROVIDES FOR EMPLOYER CONTRIBUTIONS (FOR NON-FACULTY PARTICIPANTS) AND RESTORATION CREDITS (FOR FACULTY MEMBERS) WHICH ARE INTENDED TO MAKE UP FOR THE SHORTFALL SOME PARTICIPANTS MAY EXPERIENCE UNDER THE HPHC-SPONSORED 401(K) PLAN DUE TO INTERNAL REVENUE CODE OR PLAN CONTRIBUTION LIMITS. HPHC MAKES UP FOR THIS SHORTFALL IN THE 401(K) PLAN BY FUNDING THE 457(B) ACCOUNT ON BEHALF OF THE ELIGIBLE EMPLOYEE UP TO THE 457(B) ANNUAL CONTRIBUTION LIMIT AND ANY AMOUNT ABOVE THIS LIMIT IS PAID TO THE PARTICIPANT IN CASH.

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