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ObjectId: 202002399349301455 - Submission: 2020-08-26
TIN: 91-0621480
Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
Attach to Form 990.
Go to
www.irs.gov/Form990
for instructions and the latest information.
OMB No. 1545-0047
20
19
Open to Public Inspection
Name of the organization
Delta Dental of Washington
Employer identification number
91-0621480
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.
First-class or charter travel
Housing allowance or residence for personal use
Travel for companions
Payments for business use of personal residence
Tax idemnification and gross-up payments
Health or social club dues or initiation fees
Discretionary spending account
Personal services (e.g., maid, chauffeur, chef)
b
If any of the boxes on 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 on 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.
Compensation committee
Written employment contract
Independent compensation consultant
Compensation survey or study
Form 990 of other organizations
Approval by the board or compensation committee
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
Yes
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan?
.........
4b
Yes
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
No
b
Any related organization?
.......................
5b
No
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
No
b
Any related organization?
......................
6b
No
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
No
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) 2019
Page 2
Schedule J (Form 990) 2019
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
1
Dwyer James D
Former President & CEO
(i)
(ii)
257,975
-------------
1,954,094
-------------
433,908
-------------
9,482
-------------
0
1,633
-------------
0
2,657,092
-------------
0
445,036
-------------
0
2
Mitchke Mark D
President & CEO
(i)
(ii)
850,000
-------------
1,312,500
-------------
10,631
-------------
246,000
-------------
0
30,449
-------------
0
2,449,580
-------------
0
0
-------------
0
3
Berg Bradley
COO & CFO
(i)
(ii)
645,804
-------------
717,804
-------------
6,439
-------------
126,532
-------------
0
25,890
-------------
0
1,522,469
-------------
0
0
-------------
0
4
Aliabadi Karen
Chief HR Strategist
(i)
(ii)
368,869
-------------
443,307
-------------
15,415
-------------
75,000
-------------
0
24,341
-------------
0
926,932
-------------
0
0
-------------
0
5
Rutherford Eve M
DIRECTOR - BRD. & DDS FEES
(i)
(ii)
-------------
125,882
-------------
0
-------------
637,100
0
-------------
0
0
-------------
0
0
-------------
762,982
0
-------------
0
6
Lowry-Oakes Diane
Chief Mission Officer
(i)
(ii)
270,765
-------------
134,584
-------------
65,813
-------------
65,298
-------------
0
30,636
-------------
0
567,096
-------------
0
0
-------------
0
7
Lo Eric
VP, UNDERWRITING/ACTUARIAL
(i)
(ii)
306,665
-------------
150,456
-------------
5,476
-------------
62,188
-------------
0
23,869
-------------
0
548,654
-------------
0
0
-------------
0
8
Snyder Cindy
VP, INNOVATION/PROV RELATIONS
(i)
(ii)
276,400
-------------
135,708
-------------
9,052
-------------
52,850
-------------
0
20,198
-------------
0
494,208
-------------
0
0
-------------
0
9
Outlaw Sonja
Former Director of IT OPS
(i)
(ii)
177,443
-------------
62,999
-------------
176,392
-------------
13,574
-------------
0
13,934
-------------
0
444,342
-------------
0
0
-------------
0
10
Whitney Garrett
CHIEF INFORMATION OFFICER
(i)
(ii)
257,607
-------------
82,359
-------------
2,485
-------------
36,257
-------------
0
30,450
-------------
0
409,158
-------------
0
0
-------------
0
11
Lay Linda
VP, Sales
(i)
(ii)
285,733
-------------
31,685
-------------
10,889
-------------
48,235
-------------
0
9,644
-------------
0
386,186
-------------
0
0
-------------
0
12
Labberton Wells K
VICE CHAIR - BRD. & DDS FEES
(i)
(ii)
-------------
158,117
-------------
0
-------------
156,529
0
-------------
0
0
-------------
0
0
-------------
314,646
0
-------------
0
13
Jahrman Christopher
DIRECTOR, OPER & PATIENT EXP
(i)
(ii)
206,508
-------------
46,216
-------------
-3,253
-------------
16,521
-------------
0
22,292
-------------
0
288,284
-------------
0
0
-------------
0
14
Bartlett Ryan
Director of Finance
(i)
(ii)
199,698
-------------
45,089
-------------
-3,158
-------------
15,976
-------------
0
27,859
-------------
0
285,464
-------------
0
0
-------------
0
15
Cheung Stephen
DIRECTOR, MKTG & PROD STRAT
(i)
(ii)
202,873
-------------
28,955
-------------
-2,203
-------------
16,230
-------------
0
27,859
-------------
0
273,714
-------------
0
0
-------------
0
16
Chang Seong
Former Tech Product Owner, Inf
(i)
(ii)
145,650
-------------
50,987
-------------
44,491
-------------
10,309
-------------
0
8,905
-------------
0
260,342
-------------
0
0
-------------
0
17
Farrell Anne V
Chair
(i)
(ii)
-------------
162,428
0
-------------
0
0
-------------
0
0
-------------
0
0
-------------
0
0
-------------
162,428
0
-------------
0
Schedule J (Form 990) 2019
Page 3
Schedule J (Form 990) 2019
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
SCHEDULE J PART I LINE 1a
ANY FIRST CLASS TRAVEL IS SUBJECT TO THE APPROVAL OF THE CEO OR CFO. DDWA PROVIDES A WELLNESS PROGRAM WHICH REIMBURSES APPROVED EXPENSES FOR ALL EMPLOYEES WORKING 30 HOURS OR MORE A WEEK, WITH A MAXIMUM PAYABLE OF $480 PER YEAR FOR HEALTH CLUB MEMBERSHIPS, AEROBIC OR GENERAL EXERCISE CLASSES, WEIGHT LOSS PROGRAMS, STRESS MANAGEMENT AND MASSAGE THERAPY. THESE REIMBURSEMENTS ARE TREATED AS TAXABLE INCOME. DDWA GROSSES UP BOARD MEMBER FEES TO COVER B&O TAXES ASSESSED ON DIRECTOR FEES PAID TO THE BOARD.
SCHEDULE J PART I LINE 3
THE HUMAN RESOURCES AND COMPENSATION COMMITTEE (HRCC) OF THE BOARD OF DIRECTORS ENGAGES AN INDEPENDENT EXTERNAL CONSULTANT TO EVALUATE THE COMPENSATION OF ALL KEY EMPLOYEES, INCLUDING PRESIDENT AND CEO, COO/CFO,VP Underwriting/Actuarial, CIO, VP OF SALES, CHIEF HUMAN RESOURCE STRATEGIST, VP NETWORK STRATEGY AND BUSINESS ENABLEMENT, CEO/PRESIDENT OF ARCORA FOUNDATION, AND CHIEF MISSION OFFICER OF WASHINGTON DENTAL SERVICE, IN COMPARISON TO THE PRACTICE OF SIMILAR EMPLOYERS IN THE MARKETPLACE. THE PROCESS IS CONDUCTED ON AN ANNUAL BASIS.
SCHEDULE J PART I LINE 4b
THE COMPANY MAKES CONTRIBUTIONS TO A NONQUALIFIED PERFORMANCE BASED COMPENSATION PLAN, AS DETERMINED BY THE BOARD OF DIRECTORS, WHICH IS SUBJECT TO CODE SECTION 457(B). PLAN PARTICIPANTS ARE BOARD-APPROVED EXECUTIVE LEADERSHIP WHO RECEIVE AN ANNUAL CONTRIBUTION BASED ON A PERCENTAGE OF THE PRIOR YEAR EARNINGS LESS THE COMPANY MATCHING CONTRIBUTION TO THE 401(K) PLAN. COMPANY CONTRIBUTIONS ARE DIRECTED BY EACH PARTICIPANT, BUT VESTING OF THE BENEFIT IS SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE AS REQUIRED BY CODE SECTION 409(A). CONTRIBUTIONS MADE IN 2019 WERE AS FOLLOWS: MARK MITCHKE, PRESIDENT/CEO, $221,000; BRADLEY BERG, CHIEF OPERATING AND FINANCIAL OFFICER, $101,532; ERIC LO, VP UNDERWRITING/ACTUARIAL, $43,188; CINDY SNYDER, VP NETWORK STRATEGY AND BUSINESS ENABLEMENT, $30,738; KAREN ALIABADI, CHIEF HR STRATEGIST, $50,000; DIANE LOWRY-OAKES, CHIEF MISSION OFFICER OF WASHINGTON DENTAL SERVICE, $46,298; GARRETT WHITNEY, CHIEF INFORMATION OFFICER, $17,257; LINDA LAY, VP OF SALES, $25,376. THE 457(B) PLAN HAD TOTAL ASSETS OF $1,044,000 AT DECEMBER 31, 2019. IN ADDITION, THERE IS ANOTHER 457(B) NONQUALIFIED SERP DEFERRED COMPENSATION PLAN FOR SENIOR MANAGEMENT THAT THE COMPANY DOES NOT MAKE ANY CONTRIBUTIONS TO. EACH OF THE FOLLOWING PARTICIPANTS CONTRIBUTED $19,000 TO THE PLAN DURING 2019 - MARK MITCHKE, BRADLEY BERG, ERIC LO, AND DIANE LOWRY-OAKES. JAMES DWYER AND GARRETT WHITNEY contributed $2,293 and $5,000, respectively. THE PLAN HAD TOTAL ASSETS OF $688,000 AT DECEMBER 31, 2019.
SCHEDULE J PART I LINE 6a
THE BOARD OF DDWA ANNUALLY APPROVES A COMPANY-WIDE BONUS MATRIX BASED ON FIVE METRICS, ONE OF WHICH WAS BASED ON THE OPERATING PROFIT MARGIN FOR THE FISCAL YEAR. THE OTHER METRICS WERE ADMINISTRATIVE COST, NEW SALES FOR SMALL AND LARGE CUSTOMERS, AND CUSTOMER PERSISTENCY (RETENTION).
Schedule J (Form 990) 2019
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