Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet Attach to Form 990.
SchJMediumBullet Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2016
Open to Public Inspection
Name of the organization
Dental Service of Massachusetts Inc
 
Employer identification number

04-6143185
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .........
1b
Yes
 
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..
2
Yes
 
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
4
During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment? .............
4a
 
No
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
 
No
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.
5
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization? ....................
5a
Yes
 
b
Any related organization? .......................
5b
Yes
 
If "Yes," on line 5a or 5b, describe in Part III.
6
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization? ..................
6a
Yes
 
b
Any related organization? ......................
6b
Yes
 
If "Yes," on line 6a or 6b, describe in Part III.
7
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............
7
Yes
 
8
Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III ..........................
8
 
No
9
If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2016
Page 2

Schedule J (Form 990) 2016
Page 2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(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
(i) Base
compensation 		(ii) Bonus & incentive
compensation 		(iii) Other reportable compensation
1STEVEN J POLLOCK
PRESIDENT 		(i)

(ii)		  
-------------
683,556 		 
-------------
360,000 		 
-------------
823,474 		 
-------------
930,402 		 
-------------
18,797 		 
-------------
2,816,229 		 
-------------
823,474
2JAMES E COLLINS
TREASURER 		(i)

(ii)		  
-------------
473,916 		 
-------------
188,800 		 
-------------
619,477 		 
-------------
727,837 		 
-------------
18,797 		 
-------------
2,028,827 		 
-------------
619,477
3DAVID ABELMAN
CLERK 		(i)

(ii)		  
-------------
403,251 		 
-------------
243,800 		 
-------------
154,125 		 
-------------
418,057 		 
-------------
18,797 		 
-------------
1,238,030 		 
-------------
154,125
4GREGORY P WINN
ASSISTANT TREASURER - DSM 		(i)

(ii)		  
-------------
218,780 		 
-------------
64,868 		 
-------------
57,097 		 
-------------
145,768 		 
-------------
18,484 		 
-------------
504,997 		 
-------------
57,097
5DENNIS LEONARD
PRESIDENT - DELTA DENTAL 		(i)

(ii)		  
-------------
331,575 		 
-------------
109,000 		 
-------------
584,205 		 
-------------
529,627 		 
-------------
12,580 		 
-------------
1,566,987 		 
-------------
584,205
6ROBERT E LYNN
SVP - DENTAQUEST 		(i)

(ii)		  
-------------
384,255 		 
-------------
138,400 		 
-------------
344,878 		 
-------------
560,444 		 
-------------
18,797 		 
-------------
1,446,774 		 
-------------
344,878
7ANGELA S KISH
VP - SALESFORCE INTEGRATION-DQ 		(i)

(ii)		  
-------------
215,367 		 
-------------
86,563 		 
-------------
308,749 		 
-------------
327,844 		 
-------------
18,476 		 
-------------
956,999 		 
-------------
308,749
8SHERYL TRAYLOR
SVP - HUMAN RESOURCES - DQ 		(i)

(ii)		  
-------------
302,742 		 
-------------
109,200 		 
-------------
16,611 		 
-------------
497,862 		 
-------------
7,212 		 
-------------
933,627 		 
-------------
16,611
9RALPH FUCCILLO
SENIOR ADVISOR - DENTAQUEST 		(i)

(ii)		  
-------------
252,048 		 
-------------
72,500 		 
-------------
397,952 		 
-------------
171,138 		 
-------------
12,434 		 
-------------
906,072 		 
-------------
397,952
10BRETT A BOSTRACK
SVP - CLIENT & PROVIDER ENG-DQ 		(i)

(ii)		  
-------------
276,561 		 
-------------
97,606 		 
-------------
163,316 		 
-------------
267,536 		 
-------------
18,601 		 
-------------
823,620 		 
-------------
163,316
11JAMES HAWKINSFMR CLERK
CURR. VP & DEP. GEN. COUNSEL 		(i)

(ii)		  
-------------
251,377 		 
-------------
71,660 		 
-------------
53,476 		 
-------------
176,753 		 
-------------
12,453 		 
-------------
565,719 		 
-------------
53,476
Schedule J (Form 990) 2016
Page 3

Schedule J (Form 990) 2016
Page 3
Part III
Supplemental Information
Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.
Return Reference Explanation
SUPPLEMENTAL COMPENSATION INFORMATION SCHEDULE J, PART I, QUESTION 1A THE CHIEF EXECUTIVE OFFICER/PRESIDENT MAY TRAVEL FIRST CLASS FOR ALL BUSINESS FLIGHTS. ALL OTHER OFFICERS OF A SR. VICE PRESIDENT LEVEL OR GREATER MAY TRAVEL FIRST CLASS ON DOMESTIC FLIGHTS OF FOUR HOURS OR GREATER OF CONTINUOUS DURATION. ALL BUSINESS RELATED TRAVEL IS NOT TAXED TO THE EMPLOYEE. Social club dues, if any, are paid only when they are business in nature. Because these dues are related, any dues are not treated as taxable income to the individual. THE ABOVE ITEMS WERE PAID THROUGH DENTAQUEST, LLC, A RELATED ORGANIZATION.
COMPENSATION CONTINGENT ON REVENUE SCHEDULE J, PART I, QUESTION 5 DENTAQUEST, LLC SPONSORS A TARGET INCENTIVE PLAN THAT ALLOWS PARTICIPANTS ANNUALLY TO EARN A THRESHOLD, TARGET OR SUPERIOR INCENTIVE (AS A PERCENT OF THEIR BASE SALARY). THE ACTUAL INCENTIVE TO BE AWARDED IS BASED ON THE ACHIEVEMENT OF PERFORMANCE GOALS THAT ARE SET AT THE BEGINNING OF THE YEAR BY THE COMPENSATION COMMITTEE AS PART OF THE ORGANIZATION'S EXECUTIVE COMPENSATION PHILOSOPHY AND PAY-FOR-PERFORMANCE PHILOSOPHY. AMONG THE PERFORMANCE GOALS ARE A REVENUE GOAL, A NET INCOME GOAL AND A MEMBERSHIP GOAL. EACH PARTICIPANT IN THE TARGET INCENTIVE PLAN HAS A MAXIMUM INCENTIVE THAT CAN BE EARNED REGARDLESS OF THE ATTAINMENT OF THE REVENUE, NET INCOME AND/OR MEMBERSHIP GOALS. THE MAXIMUM INCENTIVE OPPORTUNITY FOR EACH PARTICIPANT IS SET SO THAT THE PARTICIPANT'S TOTAL POSSIBLE COMPENSATION IS REASONABLE FOR PURPOSES OF INTERMEDIATE SANCTIONS, SECTION 4958 OF THE INTERNAL REVENUE CODE.
COMPENSATION CONTINGENT ON NET EARNINGS SCHEDULE J, PART I, QUESTIONS 6 & 7 NON-FIXED PAYMENTS: THE COMPANY PROVIDES ANNUAL INCENTIVE BONUSES TO MANAGEMENT EMPLOYEES THAT ARE CALCULATED BASED ON THE PERFORMANCE OF THE COMPANY AND THE INDIVIDUAL EMPLOYEE. THE PROCESS TO ESTABLISH THE PRESUMPTION THAT COMPENSATION PAID TO THE ORGANIZATION'S CEO AND OTHER TOP MANAGEMENT WAS REASONABLE AS DESCRIBED IN SECTION 4958. THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS APPROVES THE OVERALL ANNUAL INCENTIVE BONUS POOL AND REVIEWS AND APPROVES COMPENSATION RELEVANT TO EXECUTIVE OFFICERS REPORTING TO THE COMPANY'S CEO. THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS REVIEWS AND MAKES RECOMMENDATIONS TO THE BOARD OF DIRECTORS ON COMPENSATION MATTERS FOR THE COMPANY'S CEO. THE BOARD OF DIRECTORS APPROVES THE COMPENSATION OF THE COMPANY'S CEO. LONG-TERM INCENTIVE COMPENSATION: THE FOLLOWING DSM AND DENTAQUEST, LLC EMPLOYEES PARTICIPATE IN THE DENTAQUEST, LLC LONG-TERM INCENTIVE COMPENSATION PLAN AND RECEIVED THE PAYMENTS LISTED BELOW DURING 2016: STEVEN J. POLLOCK $823,474 JAMES E. COLLINS $619,477 DAVID ABELMAN $154,125 GREGORY P. WINN $57,097 dENNIS LEONARD $584,205 ROBERT E. LYNN $344,878 ANGELA S. KISH $308,749 SHERYL TRAYLOR $16,611 RALPH FUCCILLO $397,952 BRETT A. BOSTRACK $163,316 JAMES HAWKINS $53,476 LONG-TERM INCENTIVE COMPENSATION PLAN PAYMENTS ARE BASED ON THE VALUATION OF THE COMPANY, DENTAQUEST, LLC, AND ARE PAID OUT OVER A FIVE YEAR PERIOD. PAYMENTS ARE MADE ANNUALLY AND PARTICIPANTS RECEIVE PAYOUTS FOR ALL VESTED BALANCES. THE ELIGIBLE LISTED EMPLOYEES OVER $250,000 AS OF 12/31/2016 PARTICIPATE IN A 457(B) SUPPLEMENTAL RETIREMENT PLAN. OF THOSE ELIGIBLE EMPLOYEES, NO ONE RECEIVED ANY PAYMENTS IN 2016.
SCHEDULE J, PART II COMPENSATION PAID BY RELATED ORGANIZATION: SCHEDULE J, PART II INCLUDES INDIVIDUALS THAT ARE PAID BY DENTAQUEST, LLC, A RELATED ORGANIZATION, BUT PERFORM SERVICES FOR BOTH DENTAQUEST, LLC AND DENTAL SERVICE OF MASSACHUSETTS, INC., THE FILING ORGANIZATION.
BONUS PAYMENTS SCHEDULE J, PART II, COLUMN B(II) COLUMN B(II) ON SCHEDULE J PART II INCLUDES BONUSES EARNED AND ACCRUED DURING 2015, BUT PAID IN 2016.
OTHER REPORTABLE COMPENSATION SCHEDULE J, PART II, COLUMN B(III) COLUMN B(III) OTHER REPORTABLE COMPENSATION REPRESENTS LONG-TERM INCENTIVE COMPENSATION EXPENSE EARNED PRIOR TO 2016, BUT PAID DURING 2016.
DEFERRED COMPENSATION SCHEDULE J, PART II, COLUMN C COLUMN C ON SCHEDULE J PART II INCLUDES LONG-TERM INCENTIVE COMPENSATION AND PENSION AMOUNTS EARNED DURING 2016 BUT PAID IN FUTURE YEARS.
Schedule J (Form 990) 2016
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