Delta Dental of Washington

“Ddwa's member dentists are also considered members of the company's parent company, washington dental service (wds). Member dentists elect the dental members of the ddwa board of directors, in accordance with the wds bylaws.”

“The governance & nominating committee (gnc) of the board of directors solicits advice on candidates and submits nominees to the wds/ddwa board for consideration and approval to be voted upon. The entire membership elects and re-elects member directors, who comprise a minority of the board. The incumbent independent directors nominate and elect or re-elect independent directors. A member advisory panel (map) consists of ten to fifteen members that are selected by the wds board from nominees by the gnc. The map provides consultation to the company, including the gnc and board, on a variety of matters.”

“See above form 990, part vi, section a, line 7a”

“The 990 is completed by kpmg. The form 990 is reviewed and approved by the director of finance and the cfo. Electronic copies of the return are provided for review to all board members prior to submission to the irs.”

“The investment and audit committee of the board is charged with monitoring proposed or on-going transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflict of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions, or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e. Board members, officers and executive leadership or key employees). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When someone becomes a covered person and annually thereafter, they are required to explicitly acknowledge a statement affirming that he/she: (1) has received a copy of the conflict of interest policy; (2) has read the policy and understands said policy; and (3) agrees to comply with all requirements of the policy, including completing the conflicts of interest questionnaire if any conflicts exist. The completed questionnaires that note any conflicts are reviewed by the board and any persons with actual or potential conflicts are informed of any action via written communication. The procedures for addressing any conflict of interest include, but are not limited to, the following: (1) the conflicting interest is fully disclosed to the board; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the person with the conflict of interest is excluded from the discussion and approval or disapproval of such transaction; (4) alternatives to the proposed transaction are investigated and competitive bids or comparable valuations are obtained if deemed appropriate; (5) conflicting issues during the course of a board meeting which cannot be resolved are referred to the governance and nominating committee; and (6) the transaction or action must be approved by a majority of disinterested persons.”

“The board appoints a human resources and compensation committee of the board (the hrcc), none of whom may have a conflict of interest with respect to any compensation arrangements, to be accountable for setting reasonable compensation packages for the ceo. The hrcc developed, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for officers and key employees. The hrcc also hires a qualified independent compensation and benefits specialist (independent expert) to review, analyze and provide benchmarking data for the total compensation and benefit packages of officers and key employees. Appropriate comparability data is obtained from the independent expert, i.e., total economic benefits paid by similar situated organizations (both taxable and tax-exempt) for similar job responsibilities. The hrcc's written records include the (1) terms of the arrangements with the officers and key employees (including the date the arrangement was approved); (2) a list of members present during the discussion on any arrangements; and (3) a description of the comparable data relied upon by the hrcc. Key deliberations of the hrcc are also documented in minutes which are approved at the next hrcc meeting. The most recent compensation review was completed in 2024 for directors and smt, and included the president/chief executive officer, chair, vice chair, secretary, treasurer, other c-level executives and other vice president roles.”

“Financial statements and disclosures are filed quarterly and annually with the washington state office of the insurance commissioner (oic) as a matter of public record. All documents so filed are available to the public on the oic website. Amendments to bylaws are filed with the washington secretary of state's office from time-to-time as they are approved by the governing body. Governing documents, conflict of interest policy and financial statements are available to the public upon request.”

“The following directors also received clinical reimbursements in addition to their director's fees, the total of which is reported in column d - reportable compensation from the organization. Rutherford, eve m. - $1,347,828 total director fee - $204,480 clinical reimbursement - $1,143,348 hakes, katherine - $1,111,386 total director fee - $149,516 clinical reimbursement - $961,870 pickel, christopher - $554,305 total director fee - $149,650 clinical reimbursement - $404,655 bradshaw, dennis - $346,956 total director fee - $139,668 clinical reimbursement - $207,288”

“Distribution to washington dental services -25,907,566.”

“On august 2, 2024 delta dental of washington distributed $15,700,000 in cash and cash equivalents to its sole member washington dental service and $10,207,566 in 12/31/24 for the software and computer assets distribution to triforza corp.”