2023-10-20T15:11:19-05:00 2022-12-31 410746749 CLIFTONLARSONALLEN LLP 220 SOUTH SIXTH STREET SUITE 300 MINNEAPOIS MN 55402 990 2022-08-05 880661315 UCARE IOWA UCAR 6126766500 500 STINSON BLVD NE MINNEAPOLIS MN 55413 BETH MONSRUD SVP, CFO & TREASURER 6126766500 2023-10-18 1 BETH MONSRUD XXX-XX-XXXX 0 KURT BENNION P01469618 6123764500 2023-10-18 0 AAL1 IAL1 2022 2023-04-26 12:10:37Z X X HILARY MARDEN-RESNIK 500 STINSON BLVD NE MINNEAPOLIS MN 55413 5500000 0 X WWW.UCARE.ORG X 2022 IA TO PROVIDE COMPREHENSIVE HEALTH SERVICES AND CARE MANAGEMENT SERVICES TO OUR MEMBERS. 15 7 0 9 0 0 5500000 0 0 0 5500000 0 0 0 0 0 0 0 5500000 5500000 0 5500000 UCARE IOWA WILL IMPROVE THE HEALTH OF OUR MEMBERS THROUGH INNOVATIVE SERVICES AND PARTNERSHIPS ACROSS COMMUNITIES. 0 0 0 0 0 UCARE IOWA INC. IS A NON-PROFIT SERVICE INSURANCE CORPORATION THAT WILL PROVIDE ACCESS TO COMPREHENSIVE HEALTH SERVICES AND CARE MANAGEMENT PROGRAMS DESIGNED TO IMPROVE THE HEALTH AND HEALTH COVERAGE OF OUR ENROLLED MEMBERS. 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 X 15 7 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X GREG MARSHALL 6126766500 500 STINSON BLVD NE MINNEAPOLIS MN 55413 HILARY MARDEN-RESNIK PRESIDENT & CEO 0.10 40.10 X 0 997449 165460 MARK TRAYNOR FORMER CEO 0.00 0.00 X 0 799197 2880 BETH MONSRUD SVP, CFO & TREASURER 0.10 40.10 X 0 601270 94041 GHITIANN WORCESTER EVP CHIEF MARKETING OFFICER 0.10 40.10 X 0 610456 79480 DANIEL SANTOS CHIEF LEGAL OFFICER & SECRETARY 0.10 40.10 X 0 576434 76578 JAMES PACALA MD DIRECTOR 40.40 0.20 X 0 424124 62712 MYRON FRANS DIRECTOR 40.40 0.20 X 0 392198 62652 PATRICIA ADAM MD DIRECTOR 40.40 0.20 X 0 238117 66681 TERESA MCCARTHY MD VICE CHAIR 40.40 0.20 X X 0 219983 54620 TOM DEPHILLIPS DIRECTOR 40.40 0.20 X 0 178003 85398 WILLIAM ROBERTS MD DIRECTOR 40.40 0.20 X 0 162436 78373 MICHAEL WOOTTEN MD DIRECTOR 40.40 0.20 X 0 176181 41933 TENBIT EMIRU EVP CHIEF MEDICAL OFFICER (EFFECTIVE 8/22/22) 0.00 40.00 X 0 157896 43403 ROBERT RISKIN DIRECTOR 0.10 0.20 X 0 13250 0 CHARITY BENNETT DIRECTOR 0.10 0.20 X 0 12560 0 ALLISON O'TOOLE DIRECTOR 0.10 0.20 X 0 12500 0 P JAY KIEDROWSKI DIRECTOR 0.10 0.20 X 0 12000 0 PATRICIA NELSON DIRECTOR 0.10 0.20 X 0 12000 0 JAMES VAN VOOREN MD BOARD CHAIR 0.20 0.40 X X 0 11250 0 JEFF BANGSBERG DIRECTOR 0.10 0.20 X 0 9500 0 JOHN GROSS DIRECTOR (THRU 8/31/22) 0.10 0.20 X 0 8000 0 MARIAM MOHAMED DIRECTOR (EFFECTIVE 8/31/22) 0.10 0.20 X 0 4750 0 0 5629554 914211 0 1 1 0 0 5500000 5500000 5500000 0 0 0 0 0 0 0 5500000 0 5500000 0 0 X 5500000 0 5500000 0 5500000 5500000 0 X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 X PART X, LINE 2: UCARE HAD ELECTED TO ADOPT GUIDANCE ON THE INCOME TAX STANDARD REGARDING THE RECOGNITION AND MEASUREMENT OF UNCERTAIN TAX POSITIONS. UCARE FOLLOWS THE ACCOUNTING STANDARD FOR CONTINGENCIES FOR EVALUATING UNCERTAIN TAX POSITIONS. THE ADOPTION OF THIS STANDARD HAS NO EFFECT ON UCARE'S CONSOLIDATED FINANCIAL STATEMENTS. UCARE'S TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL, STATE, AND LOCAL AUTHORITIES. 0 1 0 0 0 0 0 0 0 HILARY MARDEN-RESNIK PRESIDENT & CEO 0 829358 0 109921 0 58170 0 11000 0 154460 0 1162909 0 0 MARK TRAYNOR FORMER CEO 0 417391 0 219843 0 161963 0 0 0 2880 0 802077 0 0 BETH MONSRUD SVP, CFO & TREASURER 0 453882 0 86121 0 61267 0 8250 0 85791 0 695311 0 0 GHITIANN WORCESTER EVP CHIEF MARKETING OFFICER 0 457768 0 83774 0 68914 0 11000 0 68480 0 689936 0 0 DANIEL SANTOS CHIEF LEGAL OFFICER & SECRETARY 0 428076 0 77738 0 70620 0 11000 0 65578 0 653012 0 0 JAMES PACALA MD DIRECTOR 0 423838 0 0 0 286 0 36468 0 26244 0 486836 0 0 MYRON FRANS DIRECTOR 0 391912 0 0 0 286 0 47275 0 15377 0 454850 0 0 PATRICIA ADAM MD DIRECTOR 0 237881 0 0 0 236 0 49560 0 17121 0 304798 0 0 TERESA MCCARTHY MD VICE CHAIR 0 219771 0 0 0 212 0 19893 0 34727 0 274603 0 0 TOM DEPHILLIPS DIRECTOR 0 177717 0 0 0 286 0 57370 0 28028 0 263401 0 0 WILLIAM ROBERTS MD DIRECTOR 0 162304 0 0 0 132 0 43396 0 34977 0 240809 0 0 MICHAEL WOOTTEN MD DIRECTOR 0 176028 0 0 0 153 0 14381 0 27552 0 218114 0 0 TENBIT EMIRU EVP CHIEF MEDICAL OFFICER (EFFECTIVE 8/22/22) 0 159650 0 0 0 -1754 0 8250 0 35153 0 201299 0 0 PART I, LINE 3 THE COMPENSATION FOR THE PRESIDENT AND CEO IS DETERMINED BY UCARE MINNESOTA, THE SOLE MEMBER. THE FOLLOWING METHODS ARE USED BY UCARE MINNESOTA WHEN DETERMINING THE PRESIDENT AND CEO'S COMPENSATION: (1) COMPENSATION COMMITTEE (2) INDEPENDENT COMPENSATION CONSULTANT (3) FORM 990 OF OTHER ORGANIZATIONS (4) WRITTEN EMPLOYMENT CONTRACT (5) COMPENSATION SURVEY OR STUDY (6) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE PART I, LINE 4B THE FOLLOWING INDIVIDUALS PARTICIPATED IN THE ORGANIZATION'S 457(F) PLAN IN 2022: CONTRIBUTIONS: HILARY MARDEN-RESNIK - $126,828 BETH MONSRUD - $59,247 GHITIANN WORCESTER - $57,682 TENBIT EMIRU - $29,120 DISTRIBUTIONS: HILARY MARDEN-RESNIK - $65,678 DANIEL SANTOS - $54,053 MARK W TRAYNOR - $161,963 BETH MONSRUD - $68,415 GHITIANN WORCESTER - $66,110 DANIEL SANTOS - $71,380 FORM 990, PART VI, SECTION A, LINE 3 UCARE IOWA, INC. HAS AN ADMINISTRATIVE SERVICE AGREEMENT WITH UCARE MINNESOTA TO PROVIDE OVERALL MANAGEMENT AND ADMINISTRATION OF UCARE IOWA, INC.'S BUSINESS. UCARE IOWA, INC.'S BUSINESS, INCLUDES BUT IS NOT LIMITED TO, ADMINISTRATIVE MANAGEMENT, FINANCIAL MANAGEMENT, PROVIDER CONTRACTING SERVICES, MARKETING SERVICES AND PUBLIC AFFAIRS SERVICES, AND OTHER TASKS AS MAY BE NECESSARY TO CARRY OUT ANY POLICIES RELATED TO UCARE IOWA, INC.'S BUSINESS. UCARE IOWA, INC. REIMBURSES UCARE MINNESOTA FOR ALL COSTS AND EXPENSES DIRECTLY AND INDIRECTLY INCURRED AND ASSOCIATED WITH THE BUSINESS AND OPERATION OF UCARE IOWA, INC. FORM 990, PART VI, SECTION A, LINE 6 THE CORPORATION'S SOLE MEMBER IS UCARE MINNESOTA, A MINNESOTA NON-PROFIT CORPORATION ORGANIZED TO OPERATE AS A HEALTH MAINTENANCE ORGANIZATION UNDER MINNESOTA STATUTES, CHAPTER 62D AND EXEMPT FROM TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE SERVICE CODE. UCARE MINNESOTA AS THE CORPORATE MEMBER, HAS ALL POWERS AND VOTING RIGHTS AFFORDED BY LAW TO VOTING MEMBERS OF SERVICE INSURANCE CORPORATIONS UNDER WISCONSIN STATUTES CHAPTER 613 AND APPLICABLE SECTIONS OF IOWA STATUTES. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF DIRECTORS CONSISTS OF 15 DIRECTORS. THE DIRECTORS ARE ELECTED AUTOMATICALLY BY VIRTUE OF THEIR ELECTION TO THE UCARE MINNESOTA BOARD OF DIRECTORS, UNLESS A DIFFERENT DIRECTOR IS ELECTED BY UCARE MINNESOTA AS CORPORATE MEMBER ACTING THROUGH ITS BOARD OF DIRECTORS. SUCH DIFFERENT DIRECTORS NEED NOT BE RESIDENT OF IOWA, AND MAY OR MAY NOT BE ENROLLEES RECEIVING COVERAGE OR SERVICES FROM THE CORPORATION ALTHOUGH AT LEAST 40% OF THE DIRECTORS SHALL BE ENROLLEES OF THE CORPORATION OR UCARE MINNESOTA. FORM 990, PART VI, SECTION A, LINE 7B IN ADDITION TO THE POWERS SET FORTH IN IOWA FOR MEMBERS, UCARE MINNESOTA HAS RESERVED TO ITSELF THE FOLLOWING POWERS CONCERNING THE GOVERNANCE OF THE CORPORATION, WHICH SHALL BE EXPRESSED THROUGH THE UCARE MINNESOTA BOARD OF DIRECTORS: (A) THE APPROVAL OF ANY PLANS OF MERGER OR CONSOLIDATION BY THE CORPORATION WITH ANY FOREIGN OR DOMESTIC CORPORATION, VOLUNTARY DISSOLUTION OF THE CORPORATION, OR ANY SALES, LEASE, OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS; (B) THE APPROVAL OF THE GRANT OF A SECURITY INTEREST IN ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS OR THE GUARANTEE OF ANY INDEBTEDNESS BEFORE SUCH ECURITY INTEREST OR GUARANTEE BECOMES LEGALLY BINDING, AND (C) THE AMENDMENT OF THE ARTICLES OF INCORPORATION OR BY LAWS. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 WAS PREPARED BY THE CONTROLLER AND REVIEWED BY AN INDEPENDENT ACCOUNTING FIRM. UCARE PROVIDED A COPY AND REVIEWED THE DETAIL OF THE COMPLETED 990 FORM WITH THE BOARD'S FINANCE AND AUDIT COMMITTEE. UCARE ALSO PROVIDED A COPY OF THE COMPLETED 990 FORM TO ALL MEMBERS OF THE BOARD OF DIRECTORS VIA THE BOARD'S ON-LINE PORTAL PRIOR TO THE FINANCE AND AUDIT COMMITTEE'S REPORT TO THE BOARD. UPON APPROVAL BY THE BOARD OF DIRECTORS, THE 990 FORM WAS FILED WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C UCARE REQUIRES COMPLETION OF AN ANNUAL QUESTIONNAIRE BY ITS BOARD MEMBERS, OFFICERS, AND SENIOR EXECUTIVES, WHICH IS DESIGNED TO SURFACE POTENTIAL CONFLICTS OF INTEREST. IN ADDITION, UCARE'S CONFLICT OF INTEREST POLICY REQUIRES DISCLOSURE TO THE BOARD CHAIR AND/OR CEO OF A POTENTIAL CONFLICT INVOLVING A DIRECTOR, OFFICER, OR MANAGEMENT STAFF WHEN A PARTICULAR TRANSACTION ARISES. IF THE BOARD OR DESIGNATED BOARD COMMITTEE DETERMINES THAT A POTENTIAL CONFLICT EXISTS RELATED TO A TRANSACTION REQUIRING ACTION BY THE BOARD, THE POLICY CALLS FOR THE BOARD MEMBER WITH THE POTENTIAL CONFLICT TO ABSTAIN FROM VOTING. IN ADDITION, A MAJORITY OF THE DISINTERESTED DIRECTORS MUST FIND THAT THE TRANSACTION IS FAIR AND REASONABLE TO THE OPERATION AND THAT THE ORGANIZATION COULD NOT REASONABLY FIND A MORE ADVANTAGEOUS TRANSACTION FROM ANOTHER ENTITY WITHOUT A POTENTIAL CONFLICT. THE POLICY ALSO REQUIRES DISCLOSURE OF POTENTIAL CONFLICTS TO THE BOARD OR DESIGNATED COMMITTEE EVEN FOR TRANSACTIONS NOT REQUIRING BOARD ACTION. FORM 990, PART VI, SECTION C, LINE 19 UCARE IOWA, INC. WILL PROVIDE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND/OR FINANCIAL STATEMENTS UPON REQUEST. U OF MN SCHOOLDEPT OF FAMILY MEDICINE & COMMUNITY HEALTH 516 DELAWARE ST MINNEAPOLIS MN 55455 416007513 MEDICAL EDUCATION MN UNIVERSITY OF MINNESOTA 0 UCARE FOUNDATION 500 STINSON BLVD NE MINNEAPOLIS MN 55413 464795214 COMMUNITY-DIRECTED INITIATIVE OF UCARE MINNESOTA MN 501(C)(3) LINE 12A, I UCARE MINNESOTA 0 UCARE MINNESOTA 500 STINSON BLVD NE MINNEAPOLIS MN 55413 363573805 NOT-FOR-PROFIT HEALTH MAINTENANCE ORGANIZATION MN 501(C)(3) LINE 10 U OF M DEPARTMENT OF FAMILY PRACTICE 0 UCARE HEALTH INC 500 STINSON BLVD NE MINNEAPOLIS MN 55413 208295948 NON-PROFIT SERVICE INSURANCE ORGANIZATION WI 501(C)(4) UCARE MINNESOTA 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0