| FORM 10-K |
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PART III
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Our Board currently consists of seven directors, divided into three classes. Each class is elected in alternating years and serves a term of three years. The Class I directors, Paul F. LeFort and Willard A. Johnson, Jr., shall serve until the annual meeting of stockholders in 2003. The Class II directors, William E. Fisher and David M. Thomas, shall serve until the annual meeting of stockholders in 2001. The Class III directors, Jeffrey H. Margolis, Donald J. Lothrop and Eric D. Sipf shall serve until the annual meeting of stockholders in 2002. IMS Health Incorporated has a contractual right to designate one individual to be a Class II member of the Board of Directors. Mr. Thomas has been designated as IMS' nominee. The following table sets forth certain information regarding our executive officers and directors as of March 31, 2001:
JEFFREY H. MARGOLIS is our co-founder and has served as our Chief Executive Officer, President and Director since inception. In August 1999, Mr. Margolis was named Chairman of the Board. From July 1994 to February 1997, Mr. Margolis served as Senior Vice President and Chief Information Officer of FHP International Corporation, a managed care organization. From November 1992 to June 1994, Mr. Margolis served as Vice President and Chief Information Officer of TakeCare, Inc., a managed care organization. From September 1989 to October 1992, Mr. Margolis held various executive positions, including Vice President and Chief Operating Officer of Comprecare, a managed care organization. From June 1984 to September 1989, Mr. Margolis served in various positions with Andersen Consulting (now known as Accenture), including his final position as Manager, Healthcare Consulting. Mr. Margolis received his B.S. degree in Business Administration -- Management Information Systems from the University of Illinois at Urbana -- Champaign in 1984. Mr. Margolis earned his State of Illinois Certified Public Accountant certification in 1984 and his State of Colorado Certified Public Accountant certification in 1988. MICHAEL J. SUNDERLAND joined us as our Vice President of Finance, Chief Financial Officer and Secretary in May 1999. In August 1999, Mr. Sunderland was named as our Senior Vice President of Finance. From May 1998 to April 1999, Mr. Sunderland was an independent healthcare consultant. From March 1996 to May 1998, Mr. Sunderland served as the Vice President and Chief Financial Officer of Health Net, a California subsidiary of Foundation Health Systems, Inc., a managed care organization. From April 1994 to March 1996, Mr. Sunderland was the Chief Financial Officer of Diagnostic Imaging Systems, Inc., a publicly held medical imaging company. Prior to 1994, Mr. Sunderland held various executive and management positions in finance for Paragon Ambulatory Surgery, Inc., Care Enterprises, Inc., Shamrock Investments, American Medical International, Inc. and Coopers & Lybrand. Mr. Sunderland earned his B.S. degree in Accounting from Loyola Marymount University in 1977. Mr. Sunderland earned his State of California Certified Public Accountant certification in 1980. DANIEL J. SPIREK joined us in May 1997 as our Vice President, Supplemental Management Services. From June 1999 to January 2000, Mr. Spirek served as our Senior Vice President, Professional Services Group (now known as transformation services group). In February 2000, Mr. Spirek was promoted to Executive Vice President of transformation services group. In July 2000, Mr. Spirek was promoted to President of ASP Solutions. From July 1994 to May 1997, Mr. Spirek served as Vice President, Information Services for FHP/PacifiCare, a managed care organization. Prior to July 1994, Mr. Spirek held various information technology management positions at TakeCare, Inc., a managed care organization, Comprecare, Inc., a managed care organization, and a consulting position at Andersen Consulting (now known as Accenture). Mr. Spirek received his B.S. degree in Information Management Systems from the University of Colorado in 1988. ANTHONY BELLOMO joined us in October 2000 as President of HealtheWare. From March 1994 to October 2000, Mr. Bellomo served as President of Erisco Managed Care Technologies, Inc., a managed care software development company we acquired in October 2000. Prior to being named President of Erisco, Mr. Bellomo held various positions with Erisco since 1977. Mr. Bellomo serves on the board of directors of one public entity, Cognizant Technology Solutions. Mr. Bellomo received his B.S. degree in Systems Engineering from Polytechnic Institute of New York in 1975. GAIL H. KNOPF joined us in April 1999 and served as our Vice President of e-Commerce from June 1999 to December 1999. In January 2000, Ms. Knopf was promoted to Senior Vice President, e-Business. In November 2000, Ms. Knopf was promoted to Chief Operating Officer of HealthWeb. From April 1997 to March 1999, Ms. Knopf served as Executive Vice President, Chief Information Officer and a Director of Management and Technology Solutions, Inc., a physician services provider. From 1993 to 1997, Ms. Knopf served as Vice President and Chief Information Officer of Humana, Inc., a managed care organization. From 1969 to 1993, Ms. Knopf held various positions with Humana, both in the managed care and the hospital divisions, including Vice President of Systems Development. Ms. Knopf earned her B.A. degree in Mathematics from Vanderbilt University in 1968. WILLIAM E. FISHER has been a director since March 1999. Mr. Fisher has served as Chairman of Transaction Systems Architects, Inc., a global provider of enterprise e-payments and e-commerce software, since founding that company in November 1993. From March 1987 to November 1993, Mr. Fisher was employed by Applied Communications, Inc., the predecessor to Transaction Systems. Prior to March 1987, Mr. Fisher was President of First Data Resources, Government Services Division. Mr. Fisher is on the board of directors of two public companies: West Corporation and Transaction Systems Architects, Inc. Mr. Fisher received his M.B.A. degree from the University of Nebraska in 1974 and his B.S. degree from Indiana State University in 1973. WILLARD A. JOHNSON, JR. has been a director since October 2000. For most of the period from June 1975 until he retired in August 1998, Mr. Johnson served in various positions for Andersen Consulting (now known as Accenture) including his final position as Office Managing Partner (Denver). During most of his 24-year career with Accenture, Mr. Johnson provided information technology expertise to the healthcare industry. Mr. Johnson received his M.B.A. from Harvard Business School in 1975 and his B.A. degree in Psychology from Dartmouth College in 1968. PAUL F. LEFORT has been a director since April 1999. From October 1995, until he retired in January 2000, Mr. LeFort served as the Chief Information Officer for United HealthCare Corporation, a health and well being company. Mr. LeFort is currently performing independent consulting services to a variety of venture capital firms and healthcare-related organizations. From November 1994 to October 1995, Mr. LeFort was the Senior Vice President and Chief Information Officer for The MetraHealth Companies, Inc., jointly owned by Travelers Insurance Company and Metropolitan Life Insurance Company. From 1975 to 1994, Mr. LeFort served as a senior partner at Deloitte & Touche Management Consulting for Health Care Information Systems. Mr. LeFort received his B.S. degree in Physics and Economics from Boston College in 1962. DONALD J. LOTHROP has been a director since April 1998. Mr. Lothrop has been a Managing Member of Delphi Management Partners II, L.P. since July 1994, a Managing Member of Delphi Management Partners III, L.L.C. since March 1995, a Managing Member of Delphi Management Partners IV, L.L.C. since October 1997 and a Managing Member of Delphi Management Partners V, L.LC. since April 2000, all of which are venture capital firms. From January 1991 to June 1994, Mr. Lothrop was a Partner of Marquette Venture Partners, a venture capital firm, where he focused on the healthcare industry. From 1989 to 1990, Mr. Lothrop worked at Bain & Company, Inc., a management consulting firm. Mr. Lothrop received his M.B.A. from Harvard Business School in 1989 and his B.S. degree from Pennsylvania State University in 1981. ERIC D. SIPF has been a director since October 2000. From February 1997 until he retired in June 2000, Mr. Sipf was President and Chief Executive Officer of PacifiCare of Colorado and Regional Vice President (Colorado, Ohio and Kentucky) of PacifiCare Health Systems, a managed care organization. From July 1994 to February 1997, Mr. Sipf served as Senior Vice President, Eastern Division, of FHP International Corporation, a managed care organization. From January 1985 to June 1994, Mr. Sipf served as President and Chief Executive Officer of Comprecare, Inc., a managed care organization. From September 1993 to June 1994, Mr. Sipf also served as President and Chief Executive Officer of TakeCare of Colorado, a managed care organization. Mr. Sipf received his B.S. in Business Administration from Indiana University in 1970. Mr. Sipf received his State of Indiana Certified Public Accountant certificate in 1979. DAVID M. THOMAS has been a director since January 2001. Since November 2000, Mr. Thomas has served as Chief Executive Officer and Chairman of the Board of IMS Health Incorporated, a leading provider of information solutions to the pharmaceutical and healthcare industries. From January 1998 to October 2000, Mr. Thomas served as Senior Vice President and Group Executive for IBM and was responsible for the global Personal Systems Group. From January 1996 to January 1998, Mr. Thomas served as General Manager, Global Industries, for IBM and was responsible for sales and support of top customers of IBM. From August 1995 to January 1996, Mr. Thomas was General Manager of IBM North America. Prior to 1995, Mr. Thomas held various executive positions at IBM; Mr. Thomas originally joined IBM in 1972 as a marketing representative. Mr. Thomas serves on the board of directors of three public companies: IMS Health Incorporated, Cognizant Technology Solutions and Fortune Brands. Mr. Thomas received his M.S. degree in Business Administration in 1972 and his B.S. degree in Industrial Engineering in 1971, both from the University of Florida. OTHER KEY EMPLOYEES Our current key employees are as follows: LAWRENCE BRIDGE, 40, joined us in November 1999 as Senior Vice President, Payer ASP Services. From July 1997 to November 1999, Mr. Bridge served as President of Novalis Services Corporation, an application services provider for managed-care and provider-based organizations, which we acquired in November 1999. From February 1997 to July 1997, Mr. Bridge served as a Regional Vice President for PacifiCare, a managed care organization. From June 1996 to February 1997, Mr. Bridge served as a Group President for FHP Healthcare, a managed care organization. From July 1994 to June 1996, Mr. Bridge served as President of FHP of Utah, a managed care organization. Mr. Bridge received his M.B.A. degree in 1985 and his B.S. degree in Finance and Marketing in 1982, both from the University of Utah. ANNA MARIE DUNLAP, 47, joined us in October 2000 as Vice President of Investor Relations. From February 1997 to October 2000, Ms. Dunlap served as President of Dunlap & Associates, an investor relations consulting firm. From January 1996 to January 1997, Ms. Dunlap served as Vice President of Investor Relations for American Medical Response, Inc., a medical transport company. Ms. Dunlap received her Master's Degree in Human Resources Economics from the University of Utah in 1980 and her B.S. degree in Child Psychology from Wever State University in 1974. CRAIG H. FOSTER, 50, joined us in August 1997 as Director of Human Resources. In May 2000, Mr. Foster was named as our Vice President, Human Resources. From June 1989 to July 1997, Mr. Foster served as Corporate Director of Human Resources of FHP Healthcare/PacifiCare, a managed care organization. From May 1987 to June 1989, Mr. Foster served as Director of Human Resources of ICN Pharmaceuticals, Inc. Prior to May 1987, Mr. Foster held various human resources positions with Baxter Travenol, a medical device manufacturing company. Mr. Foster received his B.A. degree in Biological Science from California State University, Fullerton in 1975. HARVEY GARTE, 51, joined us in June 1999 as Vice President, Corporate Development. From October 1999 until September 2000, Mr. Garte also served as our Vice President, Investor Relations. From July 1996 to the present, Mr. Garte has served as President of Garte & Associates, Inc., an investment banking firm. From November 1994 to July 1996, Mr. Garte served as President of Garte Torre Global Capital Markets, an investment banking firm. From 1983 to 1994, Mr. Garte served as President of The Garte Company, Inc., an investment banking firm. Mr. Garte earned his B.A. degree in Economics from Adelphi University in 1971, and his M.B.A. from Lehigh University in 1973. STEWART H. GLEISCHMAN, 47, joined us in June 1999 as Vice President, Business Development. From February 1998 to December 1999, Dr. Gleischman was engaged in private medical practice. From April 1996 to February 1998, Dr. Gleischman served as Vice President, Mergers and Acquisitions for MedPartners, Inc., a healthcare company. From September 1995 to April 1998, Mr. Gleischman was the Vice Chairman and board member of CHS Management Company, a physician practice management company. From August 1994 to September 1995, Dr. Gleischman served as President, Chief Financial Officer and Director of Health Source Management Group, a healthcare organization. Dr. Gleischman received his Doctorate in Medicine from Eastern Virginia Medical School in 1975 and his B.S. degree in History from the University of Virginia in 1971. JOHN G. JORDAN, 49, joined us in October 2000 as Senior Vice President, Sales and Marketing. From September 1985 to October 2000, Mr. Jordan served in various positions, including Senior Vice President of Sales and Marketing, with Erisco Managed Care Technologies, Inc., a managed care software development company that we acquired in October 2000. Mr. Jordan received his B.S. degree in English from Fordham University in 1974. D. BRIAN KARR, 35, joined us in August 1997 as Director of Finance and was our Chief Financial Officer until May 1999. Mr. Karr was named as our Vice President of Finance in August 1999. Mr. Karr served as our Director of Finance from May 1999 to August 1999. Mr. Karr has served as our Treasurer since May 1999. From February 1997 to July 1997, Mr. Karr served as Director of Finance for Information Services for PacifiCare Health Systems, Inc., a managed care organization. From October 1994 to February 1997, Mr. Karr served as Director of Finance for Information Systems for FHP International Corporation, a managed care organization. Prior to October 1994, Mr. Karr held various management positions in finance for TakeCare, Inc., a managed care organization, and Ernst & Young, LLP. Mr. Karr received his B.S. degree in Accounting from Biola University in 1989. Mr. Karr received his State of California Certified Public Accountant certification in 1992. SAMUEL J. KELLERHALS, 45, joined us in October 2000 as Senior Vice President, Chief Information Officer. From September 1994 to October 2000, Mr. Kellerhals served as an Associate Partner in the healthcare practice of Accenture (formerly known as Andersen Consulting). From September 1985 to August 1994 Mr. Kellerhals served as a Manager with Accenture. From January 1981 to August 1985, Mr. Kellerhals held various other positions with Accenture. Mr. Kellerhals received his M.B.A. from the University of Illinois in 1980 and his B.A. degree from the University of Illinois in 1978. RICH KERIAN, 46, joined us in October 2000 as Senior Vice President of Operations at Erisco Managed Care Technologies, Inc., a managed care software development company that we acquired in October 2000. As Senior Vice President of Operations at Erisco, Mr. Kerian is responsible for ensuring the effective operation of Erisco through product development, maintenance and customer support. Mr. Kerian has held various positions with Erisco since joining the company in 1984 as Project Manager. Mr. Kerian received his B.S. degree in Computer Science from New Jersey Institute of Technology in 1976. TERRY L. KIRCH, 52, joined us as Senior Vice President Benefits Administration Services, ASP Solutions in December 2000. Mr. Kirch is the co-founder of Resource Information Management Systems, Inc. a software development company which we acquired in December 2000. From 1981 to December 2000, Mr. Kirch served as President of RIMS. Mr. Kirch earned his M.B.A. degree in 1971 and his B.S. degree in Marketing in 1970, both from Northern Illinois University. JACOB H. MCQUEEN, 42, joined us in January 2000 as Vice President of Transformation Services. In July 2000, Mr. McQueen was named as Senior Vice President, Transformation Services. From January 2000 to December 2000 Mr. McQueen served as National Director of Healthcare e-Business for PricewaterhouseCoopers, LLP. From September 1997 to December 1999, Mr. McQueen served as Senior Manager, Southeast Healthcare Technology Practice of PricewaterhouseCoopers, LLP. From January 1997 to August 1997, Mr. McQueen served as Vice President of Operations for TheraTx, a healthcare rehabilitation company. Prior to 1997, Mr. McQueen held various healthcare management and consulting positions with KPMG Peat Marwick, Kaiser Permanente and American Medical International. Mr. McQueen received his M.S. degree in Organization Development from the Johns Hopkins University in 1992 and his two B.S. degrees in business and psychology from the University of Alabama in 1985. CHRISTINE A. MILLER, 36, Vice President, Legal Affairs and Assistant Secretary, joined us in January 2000. From March 1997 to January 2000, Ms. Miller was a corporate associate with Stradling Yocca Carlson & Rauth, our outside counsel. From October 1995 to February 1997, Ms. Miller was a corporate associate with Keesal, Young & Logan. Ms. Miller received her Juris Doctorate in May 1995 and her B.S. in Business Administration in May 1987, both from the University of Southern California. Ms. Miller is admitted to practice law in the State of California and is a member of various bar associations. WILLIAM A. SCHULTZ, 51, Mr. Schultz has served as our Senior Vice President, Provider Services since July 2000. From January 1999 to June 2000, Mr. Schultz performed consulting duties for us. From October 1997 to December 1998, Mr. Schultz was our Vice President, Marketing. From January 1995 to October 1997, Mr. Schultz was Vice President of Operations for Croghan & Associates, Inc., an information services company which became our subsidiary in October 1997. Mr. Schultz received his M.B.A. in 1974 and his B.S. degree in Business Administration in 1972, both from the University of Wisconsin. There are no family relationships between any director, executive officer or person nominated or chosen to be a director or executive officer. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership of, and transactions in, our securities with the SEC. Such directors, executive officers and 10% stockholders are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon our review of the copies of Forms 3, 4 and 5 and amendments thereto furnished to us, or written representations that no annual Form 5 reports were required, we believe that all forms required under Section 16(a) of the Exchange Act applicable to our directors, officers and any persons holding 10% or more of our common stock were timely filed with respect to our fiscal year ended December 31, 2000, except that: (1) Ms. Knopf did not timely file one Form 4 to reflect one purchase of TriZetto stock in 2000, and (2) FMR Corp., the parent holding company of Fidelity Ventures Limited, Fidelity Investors Limited Partnership and Fidelity Investors II Limited Partnership, did not timely file a Form 3 to represent its consolidated holdings as of our initial public offering and did not timely file one Form 4 to represent eleven transfers of TriZetto stock in 2000.
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