Delta Dental of the District of Columbia

“The organization has one class of members, designated corporate members, who are directors of dentegra group, inc., the organization's parent holding company.”

“The organization's directors vote on persons nominated as directors for endorsement to the corporate members, who elect the directors.”

“The corporate members must approve any changes to specified bylaws provisions.”

“The organization's cfo and legal counsel oversee the completion of the form 990 and, prior to filing, review it with the president/ceo and with the delta dental of pennsylvania audit committee to which such duties have been delegated.”

“Each director is required to complete a conflict of interest disclosure statement annually, and between annual statements is required to disclose any new position or relationship formed that potentially raises a conflict of interest. Legal counsel reviews these disclosures and reports the information to the full board of directors.”

“Compensation paid to the ceo, who is an employee of dentegra group, inc. ("dgi"), is reviewed and approved by the dgi directors. Executive vice presidents' compensation is either approved by the president or in accordance with the procedure of delta dental of california (by whom they are employed). All compensation for the ensuing year is only approved after reviewing comparability data presented by an outside compensation consultant, an assessment of each officer's performance over the preceding year, and the organization's program accomplishments for the year. This process was followed for 2013 compensation.”

“The organization annually includes major portions of its financial statement in a published annual report that is made available to persons or entities known to have an interest in the organization, and is available to the larger public upon request. Statutory financial statements are included in quarterly and annual returns to state departments of insurance regulating the organization which returns are available to the public. The organization does not make its governing documents or conflict of interest policy available to the public.”

“The organization, regulated by the district of columbia department of insurance, securities, and banking, is a member of the delta dental of california enterprise companies, which include delta dental of california, delta dental of pennsylvania and affiliated companies operating in 15 states, the district of columbia, puerto rico and the u.s. Virgin islands. The enterprise companies comprise one of the nation's largest dental benefits delivery systems covering 26 million enrollees and handling 39 million claims. Total revenue for the enterprise exceeded $7.1 billion in 2013. The organization and its subsidiaries represent less than 1% of total enterprise revenues.”

“As a result of reaching age 65 in 2011, mr. Radine was no longer eligible to participate in the company's executive supplemental pension plan (espp). Mr. Radine's employment agreement provided mr. Radine be paid a cash incentive in lieu of continued espp participation until a long-term incentive plan went into effect in 2013. The cash incentive was an actuarial calculation as if mr. Radine had remained in the espp during calendar year 2012.”