Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 1 of 35 PageID #: 1
`
`UNITED STATES DISTRICT COURT
`DISTRICT OF RHODE ISLAND
`____________________________________
`:
`:
`:
`:
`:
`:
`:
`:
`:
`:
`
`Defendant.
`____________________________________:
`
`
`
`
`
`CIVIL ACTION NO.
`
`FEBRUARY 9, 2021
`
`CVS PHARMACY, INC.
`
`Plaintiff,
`
`v.
`
`TIMOTHY M. BROWN
`
`VERIFIED COMPLAINT
`
`Plaintiff CVS Pharmacy, Inc. (“CVS”), through its counsel, for its complaint against
`
`Defendant Timothy M. Brown (“Brown”), alleges as follows:
`
`INTRODUCTION
`
`This is an action to prevent a highly compensated former regional Chief Medicare Officer
`
`of Aetna Inc. (“Aetna”) from inevitably using Aetna’s trade secrets and from breaching his post-
`
`employment non-compete and non-disclosure obligations to Aetna. After participating in
`
`Aetna’s annual process of developing its strategy for the 2022 Medicare Advantage plan year,
`
`Brown seeks to join Aetna’s direct competitor, Cigna, in a role where he will be directly
`
`responsible for growth of Cigna’s share of the national Medicare Advantage market and
`
`expansion of Cigna’s national footprint.
`
`In his position with Aetna, Brown was responsible for implementing Aetna’s multi-
`
`faceted Medicare Advantage strategy within his region. In his role as Chief Medicare Officer,
`
`he participated in weekly and monthly meetings and received regular briefings on Aetna’s
`
`national Medicare Advantage program strengths and weaknesses, target markets, provider
`
`9488577v1
`4852-9027-4267.1
`
`1
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 2 of 35 PageID #: 2
`
`engagement, and product offerings. All of this information is highly confidential and would be
`
`invaluable to Cigna. Utilizing Brown’s inside knowledge of Aetna’s vulnerabilities and growth
`
`plans, Cigna can deploy its resources to unfairly capture market share directly from Aetna.
`
`In consideration for a valuable equity grant, Brown agreed to enter into a restrictive
`
`covenant agreement designed to protect Aetna’s confidential information and goodwill in the
`
`market. Flouting his legal obligations under the agreement, however, Brown has joined Cigna
`
`just as Cigna will begin developing its plans for expanding its Medicare Advantage market
`
`share during the 2022 plan year. Aetna has attempted to reach an accommodation with Brown
`
`and Cigna that would permit him to be employed by Cigna in a role which would protect
`
`Aetna’s legitimate business interests. However, Brown has insisted on accepting a role at Cigna
`
`in which he will be directly involved in Cigna’s national expansion of its Medicare Advantage
`
`program. Brown’s brazen disregard for his post-employment contractual obligations and his
`
`duties to protect Aetna’s confidential information, including trade secrets, have left Aetna with
`
`no alternative but to seek immediate injunctive relief from this Court.
`
`THE PARTIES
`
`1.
`
`CVS is a Rhode Island corporation with its principal place of business in
`
`Woonsocket, Rhode Island.
`
`2.
`
`Brown is an individual residing at 2349 Harbor Ave. SW, No. 502, Seattle,
`
`Washington, 98126.
`
`3.
`
`In November 2018, CVS Health Corporation acquired Aetna Inc. At that time,
`
`Aetna became a wholly-owned subsidiary of CVS, which is a subsidiary of CVS Health
`
`Corporation. At all times relevant to this Complaint, Brown was employed by Aetna
`
`Resources LLC, a subsidiary of CVS and of Aetna Inc. CVS’s Medicare Advantage programs
`
`9488577v1
`4852-9027-4267.1
`
`2
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 3 of 35 PageID #: 3
`
`operate through Aetna. All references to Aetna in this Complaint include its parent company,
`
`CVS.
`
`4.
`
`Brown worked for Aetna from 2017 until his resignation on January 22, 2021.
`
`He most recently served as its Chief Medicare Officer for the Northwest and Mountain region.
`
`5.
`
`Brown was a sophisticated and highly compensated executive at Aetna, earning
`
`an annual salary in excess of $200,000, as well as the opportunity for a substantial annual
`
`bonus and equity grants.
`
`JURISDICTION AND VENUE
`
`6.
`
`Subject matter jurisdiction exists in this Court pursuant to 28 U.S.C. §1332
`
`based on complete diversity of citizenship between the parties and because the value of the
`
`rights of CVS implicated by the conduct alleged herein and the actual and potential loss to
`
`CVS as a result of the Brown’s unlawful conduct exceeds $75,000.
`
`7.
`
`Subject matter jurisdiction also is conferred upon this Court pursuant to 18
`
`U.S.C. § 1836(c), 28 U.S.C. §§ 1331 and 1367 and the doctrine of supplemental jurisdiction.
`
`8.
`
`This Court has personal jurisdiction over Brown because this action arises out
`
`of Brown’s specific contacts with the state of Rhode Island. Brown was employed by Aetna
`
`Resources LLC, which is a wholly owned by CVS. CVS has its principal place of business in
`
`Rhode Island. In addition, Brown attended training sessions and leadership meetings in
`
`Rhode Island in the course of his employment. In 2019, Brown was awarded and accepted a
`
`substantial equity grant from CVS Health Corporation, which is based in Rhode Island.
`
`9.
`
`On April 3, 2019, in consideration for the receipt of a restricted stock unit
`
`award, Brown entered into a Restrictive Covenant Agreement (the “Agreement”) with CVS.
`
`A true and accurate copy of the Agreement is attached hereto as Exhibit A.
`
`9488577v1
`4852-9027-4267.1
`
`3
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 4 of 35 PageID #: 4
`
`10.
`
`Brown expressly consented to the jurisdiction of this Court in Paragraph 19 of
`
`the Agreement, which provides “[Brown] agree[s] that any claim or dispute [he] may have
`
`against the Corporation must be resolved by a court located in the state of Rhode Island.”
`
`This action arises out of Brown’s breach of the Agreement.
`
`11.
`
`Venue properly lies in this Court pursuant to 28 U.S.C. §1391 because this
`
`Court has personal jurisdiction over Brown. In addition, Brown agreed that the Agreement
`
`shall be governed and construed in accordance with the laws of the state of Rhode Island.
`
`GENERAL ALLEGATIONS
`
`12.
`
`CVS is a health care company that provides health plans and related services,
`
`including Medicare Advantage plans, prescription drug plans, prescription benefit
`
`management services, specialty pharmacy and infusion services, long-term care pharmacy
`
`services, retail health clinic services, retail pharmacy services, and a wide variety of related
`
`health care services and products. CVS has approximately 300,000 employees and operates in
`
`every state in the United States.
`
`13.
`
`Aetna offers a variety of Medicare Advantage plans to individuals who are
`
`eligible for Medicare; these plans offer coordinated medical, hospital and prescription drug
`
`coverage.
`
`14.
`
`Cigna is a global health service company that offers integrated health services
`
`through its affiliates including medical, dental, behavioral health, pharmacy, vision,
`
`supplemental benefits, and other related products. Cigna offers a wide range of Medicare
`
`Advantage plans which vary by region, cost, and coverage.
`
`15.
`
`Cigna and Aetna are direct competitors in the national Medicare Advantage
`
`marketplace.
`
`9488577v1
`4852-9027-4267.1
`
`4
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 5 of 35 PageID #: 5
`
`Medicare Advantage
`
`16. Medicare Advantage plans are health insurance plans for Medicare
`
`beneficiaries (including Americans age 65 and older as well as those with qualifying
`
`disabilities) that are sold by private insurers such as Aetna and Cigna. In addition to covering
`
`all standard Medicare services, Medicare Advantage plans offer prescription drug, dental,
`
`vision, hearing and other forms of coverage not available in a basic Medicare plan.
`
`17.
`
`The United States Centers for Medicare and Medicaid Services (“CMS”) work
`
`with insurance companies like Aetna and Cigna to improve the quality, performance, and
`
`cost-effectiveness of services provided to Medicare beneficiaries through Medicare
`
`Advantage plans.
`
`18.
`
`Health insurance companies can bid on the right to offer Medicare Advantage
`
`plans in counties and states across the United States. If a plan succeeds in its bid to offer a
`
`Medicare Advantage plan, the health plan enters into a contract with the U.S. government,
`
`through CMS, to cover the same services that Medicare covers as well as supplemental
`
`services. The government reimburses these insurance companies for covering Medicare
`
`beneficiaries.
`
`19.
`
`Reimbursement rates paid to insurers like Aetna and Cigna by the government
`
`for Medicare contracts are based on a number of factors. Medicare pays Medicare Advantage
`
`plans a capitated (per enrollee) amount to provide all Part A and B benefits. In addition,
`
`Medicare makes a separate payment to plans for providing prescription drug benefits under
`
`Medicare Part D. Payments to plans are adjusted for enrollees’ health status and other factors.
`
`Further, CMS offers additional reimbursement (“bonus” payments) to Medicare Advantage
`
`plans as a reward for achieving high quality ratings (“STAR Ratings”). This additional
`
`9488577v1
`4852-9027-4267.1
`
`5
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 6 of 35 PageID #: 6
`
`reimbursement can be used to further invest in competitive products and benefits for Medicare
`
`consumers or quality improvement programs.
`
`20.
`
`Health Maintenance Organization (HMO) and Preferred Provider Organization
`
`(PPO) plans are the most popular types of Medicare Advantage plans.
`
`21.
`
`In addition to Aetna and Cigna, other major players in the market for Medicare
`
`Advantage plans include UnitedHealth Group, Humana, Centene, Anthem, and Kaiser
`
`Foundation.
`
`22.
`
`These companies compete with one another for market share for Medicare
`
`Advantage plans by offering an attractive bundle of services and competitive premium prices.
`
`Aetna’s Chief Medicare Officers
`
`23.
`
`Aetna employs a Chief Medicare Officer in each of its fifteen core regions
`
`around the country. The Chief Medicare Officers are responsible for the overall financial
`
`performance of the Medicare Advantage plans within each region. This includes
`
`implementing Aetna’s national growth strategy for Medicare Advantage plans in each
`
`Officer’s respective region.
`
`24.
`
`Brown described his position on his LinkedIn profile as follows: “Complete
`
`P&L [Profit and Loss] Responsibility for the Pacific Northwest and Mountain Region's
`
`Medicare Segment … Developed functional, market level, and site strategy, plans, production
`
`and organizational priorities to increase STARS[] Quality Measures for Medicare Advantage.
`
`Responsible for identification and resolution of technical, operational and organizational
`
`problems outside of own team. Responsible for product, service and process decisions most
`
`likely to impact entire functions and results for physician groups, hospitals, delivery systems
`
`9488577v1
`4852-9027-4267.1
`
`6
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 7 of 35 PageID #: 7
`
`brokers and internal and external partners.” A true and correct copy of the LinkedIn Profile of
`
`Timothy Brown is attached as Exhibit B.
`
`25.
`
`Starting in 2019, following a Medicare business re-organization, the Chief
`
`Medicare Officers began to report as “dotted-line” into the national Medicare segment team.
`
`This structure was designed to ensure that the regional Chief Medicare Officers and the
`
`national Medicare executive team could stay closely connected and aligned on executing
`
`Aetna’s national growth strategy. As a function of that alignment, the Chief Medicare
`
`Officers, including Brown, began to participate in national strategy discussions where
`
`confidential and proprietary business strategy and performance information was discussed.
`
`26.
`
`Aetna provides the Chief Medicare Officers with highly confidential plans for
`
`national market expansion and national Medicare Advantage performance scorecards across
`
`critical metrics, such as provider experience, that drive growth and retention of Aetna’s
`
`customers. This confidential information includes, but is not limited to: forecasts of Medicare
`
`STARS ratings throughout the country for the coming plan year, innovative programs and
`
`benefits that Aetna plans to offer in the coming plan year, network and value-based
`
`contracting planning, strategy regarding Aetna’s dual special needs program, sales and
`
`marketing plans, and market share assessments in key regions.
`
`Brown’s Employment and the Restrictive Covenant Agreement
`
`27.
`
`Aetna hired Brown in November of 2017 as the Medicare General Manager for
`
`the Pacific Northwest region.
`
`28.
`
`In the Spring of 2019, Aetna consolidated the Pacific Northwest Market with
`
`the Mountain Market. Brown assumed responsibility for the newly combined market, called
`
`the Northwest Mountain Market. This change resulted in a significant expansion of Brown’s
`
`9488577v1
`4852-9027-4267.1
`
`7
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 8 of 35 PageID #: 8
`
`territory and staff. The combined territory included Washington, Oregon, Alaska, Idaho,
`
`Utah, Nevada, Montana and Wyoming. Later that year, Aetna changed the title of Brown’s
`
`position from Medicare General Manager to Chief Medicare Officer.
`
`29.
`
`Brown also received substantial equity awards in consideration for signing the
`
`Agreement. In 2019, Brown received a grant of restricted stock units from CVS, totaling
`
`$97,975.00.
`
`30.
`
`Each of the Chief Medicare Officers at Aetna was required to sign the same
`
`Restrictive Covenant Agreement.
`
`31.
`
`The Agreement contains a Non-Disclosure provision, in which Brown agreed
`
`that he “will not at any time, whether during or after the termination of [his] employment,
`
`disclose to any person or entity any of the Corporation’s Confidential Information1, except as
`
`may be appropriately required in the ordinary course of performing my duties as an employee
`
`of the Corporation.” (Agreement ¶ 4). Brown further agreed that, “Any breach of this
`
`Agreement by me will cause irreparable damage to the Corporation and, in the event of such
`
`breach, the Corporation shall have, in addition to any and all remedies of law, the right to an
`
`injunction, specific performance or other equitable relief to prevent the violation of my
`
`1 “Confidential Information”, as defined in the Agreement and as used in this Complaint, “includes but is
`not limited to the following non-public information: trade secrets; computer code generated or developed by the
`Corporation; software or programs and related documentation; strategic compilations and analysis; strategic
`processes; business or financial methods, practices and plans; non-public costs and prices; operating margins;
`marketing, merchandising and selling techniques and information; customer lists; provider lists; details of
`customer agreements; pricing arrangements with pharmaceutical manufacturers, distributors or suppliers including
`but not limited to any discounts and/or rebates; pricing arrangements with insurance clients and customers;
`pharmacy reimbursement rates; premium information; payment rates; contractual forms; expansion strategies; real
`estate strategies; operating strategies; sources of supply; patient records; business plans; other financial,
`commercial, business or technical information related to the Corporation and confidential information of third
`parties which is given to the Corporation pursuant to an obligation or agreement to keep such information
`confidential.” (Agreement, ¶ 4)(emphasis added).
`
`8
`
`9488577v1
`4852-9027-4267.1
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 9 of 35 PageID #: 9
`
`obligations hereunder, and without providing a bond to the extent permitted by the
`
`applicable rules of civil procedure..” (Agreement ¶ 9).
`
`32.
`
`The Agreement also contains specific restrictive covenants. Brown agreed to a
`
`covenant of Non-Competition (the “non-compete clause”), which states:
`
`During my employment by the Corporation and during the Non-Competition Period
`following the termination of my employment for any reason, I will not, directly or
`indirectly, engage in Competition or provide Consulting or Audit Services within the
`Restricted Area.
`
`(Agreement ¶ 2).
`
`33.
`
`As defined in the Agreement, “Competition” means:
`
`[P]roviding services to a Competitor of the Corporation (whether as an employee,
`independent contractor, consultant, principal, agent, partner, officer, director, investor,
`or shareholder, except as a shareholder of less than one percent of a publicly traded
`company) that: (i) are the same or similar in function or purpose to the services I
`provided to the Corporation at any time during the last year of my employment by the
`Corporation; or (ii) will likely result in the disclosure of Confidential Information to a
`Competitor or the use of Confidential Information on behalf of a Competitor.
`
`(Agreement ¶ 2(a)).
`
`34.
`
`The “Restricted Area” is defined as:
`
`[T]hose states within the United States in which the Corporation conducts its business,
`as well as the District of Columbia and Puerto Rico. To the extent I worked on
`international projects in Asia, Europe, Brazil or other countries where the Corporation
`may conduct business, the Restricted Area includes those countries and those countries
`where the Corporation is actively planning to conduct business.
`
`(Agreement ¶ 2(e)).
`
`35.
`
`The “Non-Competition Period” means “the period of 12 months following the
`
`termination of [Brown’s] employment with the Corporation for any reason.” (Agreement ¶
`
`2(d)).
`
`9488577v1
`4852-9027-4267.1
`
`9
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 10 of 35 PageID #: 10
`
`36.
`
`Under the Agreement, a “Competitor” is “any person, corporation or other
`
`entity that competes with one or more of the business offerings” of CVS. (Agreement ¶ 2(b)).
`
`37.
`
`Cigna is a “Competitor” to CVS according to the definition in the Agreement,
`
`because it competes with CVS for several business offerings, including Medicare Advantage
`
`contracts.
`
`CMS’s Annual Medicare Advantage Bid Cycle
`
`38.
`
`CMS operates on an annual bid cycle for Medicare Advantage Programs. It
`
`sets deadlines by which insurers must inform CMS of service area expansion, notify CMS of
`
`contract renewal and non-renewal, and submit bids. The deadlines occur in the calendar year
`
`for plans being offered the following year.2 For example, the deadline for submission of bids
`
`for all 2022 Medicare Advantage plans is June 7, 2021.
`
`39.
`
`In the first part of the bid year, insurers develop their market expansion
`
`strategies and product offerings for the plan year. This planning begins in October of the year
`
`preceding the bid year. In this initial phase of the bid cycle, insurers establish their big picture
`
`strategy for the plan year.
`
`40.
`
`Insurers must submit initial applications for plan year filings to CMS in
`
`February. The February application contains preliminary plans for market expansion and plan
`
`renewals. Insurers must identify the regions in which they intend to enter the market, expand
`
`their presence, or not renew their existing contracts in the February application.
`
`41.
`
`From February to June, insurers enter the product development phase of the bid
`
`cycle. During this time, insurers continue to finalize provider networks, determine which
`
`2 The year in which plans are offered, i.e. the year following the bid year, will be referred to as the “plan
`year” throughout this Complaint.
`
`10
`
`9488577v1
`4852-9027-4267.1
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 11 of 35 PageID #: 11
`
`plans they will offer in each market, and determine pricing for their plans. They also begin
`
`planning for marketing and sales of their plans.
`
`42.
`
`Final bids for Medicare Advantage contracts must be submitted to CMS in
`
`June. Each bid contains the proposed plan offerings and projected revenue, utilization and
`
`projected costs, for each of for the particular markets covered.
`
`43.
`
`Due to the highly confidential and proprietary nature of each company’s bids,
`
`CMS does not release information regarding Medicare Advantage plan offerings until
`
`October, when CMS announces information on the Medicare Advantage contracts for the
`
`following year.
`
`44.
`
`From June through October, insurers finalize their respective marketing and
`
`sales strategies for their proposed product offerings. Specifically, they determine how to
`
`allocate money and resources to different forms of marketing (e.g., direct mailings and TV
`
`advertisements), which products and markets to focus on, which distribution partners (i.e.,
`
`brokers) they will concentrate on, and what incentive strategies they will deploy.
`
`Medicare STARS Ratings
`
`45.
`
`CMS measures the quality of Medicare Advantage plans based on a five-star
`
`rating system. The program, called Medicare STARS, evaluates how well plans and providers
`
`perform across a number of quality measures using information concerning member
`
`satisfaction, clinical performance, health outcomes, and plan operations.
`
`46.
`
`A plan can earn a rating from one to five stars. A 5-STAR rating is considered
`
`excellent, a 1-STAR rating is considered poor.
`
`9488577v1
`4852-9027-4267.1
`
`11
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 12 of 35 PageID #: 12
`
`47.
`
`CMS issues STARS ratings to all Medicare Advantage plans across the
`
`country. The higher the rating, the greater the reimbursement a plan receives from the
`
`government to administer Medicare benefits to its customers.
`
`48.
`
`STARS ratings are a critical component of any health plan’s overall financial
`
`performance in the Medicare Advantage business and its opportunities for successful growth
`
`and expansion. Accordingly, Aetna develops, tests, and implements proprietary strategies
`
`designed to improve STARS ratings on a national level. Aetna’s CMO’s are tasked with
`
`implementing these national STARS ratings strategies in their respective regions.
`
`49.
`
`CMS releases its STARS ratings in mid-October of each year. These ratings
`
`drive the financial assumptions used in the bid planning cycle for the following year. Once
`
`the STARS ratings are made public, insurers can draw inferences about how competitive each
`
`of the competitor Medicare Advantage plans will be related to their product offerings and
`
`benefits for the next bid cycle.
`
`50.
`
`Aetna develops forecasts about the anticipated final STARS ratings for each of
`
`its contracts in each region where it does business so that it can determine in which markets it
`
`should invest over the short term and the medium term. These forecasts, which are considered
`
`Confidential Information, are shared with the Chief Medicare Officers.
`
`51.
`
`STARS ratings are critical to an insurer’s success in the Medicare Advantage
`
`business because they determine the rate at which the government will reimburse insurers as
`
`well as whether the government will award quality bonus payments for high-performing plans
`
`and the amount of any such bonus payments.
`
`9488577v1
`4852-9027-4267.1
`
`12
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 13 of 35 PageID #: 13
`
`Aetna’s Confidential Information, Including Trade Secrets
`
`52.
`
`Aetna’s planning for its Medicare Advantage market expansion and product
`
`offerings for the 2022 plan year began between October and December of 2020.
`
`53.
`
`Before he resigned from Aetna in late January 2021, Brown learned Aetna’s
`
`strategies for formulating and selling its 2022 Medicare Advantage plans. Brown knows the
`
`specific regions where Aetna plans to expand, type of the plans Aetna intends to offer in each
`
`region, the regions where Aetna plans were strong (and, therefore, where Aetna would likely
`
`invest more heavily in marketing and sales), and the regions where Aetna plans were less
`
`strong (and, therefore, where Aetna might invest less in marketing).
`
`54. With his knowledge of Aetna’s market expansion strategy, products, and
`
`competitive positioning, Brown could do significant competitive damage to Aetna before and
`
`after the mid-February 2021 application submissions.
`
`55.
`
`If he were employed in a national Medicare Advantage role at Cigna between
`
`February and June of 2021, Brown would inevitably use his knowledge of the regions in
`
`which Aetna is facing financial pressures or has low STARS ratings to bolster Cigna’s sales
`
`and marketing strategy.
`
`56.
`
`Between June and October, the inside information Brown gained about Aetna’s
`
`market expansion strategy, STARS ratings and products will enable him to target Cigna’s
`
`marketing funds accordingly. Brown knows the regions where Aetna is likely to receive low
`
`STARS ratings and higher STARS ratings before that information is public. Armed with this
`
`Confidential Information, Cigna can develop and implement a strategy to focus its own efforts
`
`in the particular markets where Aetna is weaker to the detriment of Aetna. Likewise, Brown
`
`9488577v1
`4852-9027-4267.1
`
`13
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 14 of 35 PageID #: 14
`
`could advise Cigna to refrain from investing in marketing efforts where Aetna has stronger
`
`STARS ratings and is likely to have more competitive product offerings.
`
`57.
`
`Information about Aetna’s Medicare Advantage bids, plans for market
`
`expansion, plan structures, fees, and STARS strategy is considered Confidential Information
`
`and competitively sensitive information that could be used by a competitor like Cigna to
`
`Aetna’s disadvantage. Brown had regular access to all of this information in his role as Chief
`
`Medicare Officer at Aetna.
`
`58.
`
`All of the Confidential Information, including trade secrets, which Brown has
`
`about Aetna’s Medicare Advantage business derives independent economic value from not
`
`being generally known to or readily accessible by the public.
`
`Brown’s Receipt and Use of Confidential
`Information, Including Trade Secrets, Related to STARS
`
`59.
`
`Over the past few years, Aetna has improved its Medicare STARS ratings by
`
`implementing a confidential program of analytics, clinical intervention programs, and member
`
`experience improvement initiatives. Aetna’s focus on its Medicare STARS ratings has
`
`contributed to its recent success increasing its Medicare Advantage market share.
`
`60. Medicare Advantage plans with high ratings in specific regions are able to
`
`invest further (using their higher reimbursement from CMS) in products, benefits, and
`
`services that are highly attractive to Medicare customers.
`
`61.
`
`Cigna would benefit from knowing the strategies and tactics utilized by Aetna
`
`to improve its own STARS ratings which would help Cigna increase its Medicare market
`
`share.
`
`62.
`
`Chief Medicare Officers, including Brown, were invited to and expected to
`
`attend monthly STARS Executive Excellence Meetings in his role at Aetna. In these
`
`9488577v1
`4852-9027-4267.1
`
`14
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 15 of 35 PageID #: 15
`
`meetings, Aetna’s Medicare leadership shared key information related to its STARS
`
`improvement strategy, which included innovative programs put in place to improve
`
`performance for all of its Medicare Advantage contracts. These strategies were not limited to
`
`the Northwest and Mountain region, but were deployed on a national scale.
`
`63.
`
`Brown also received monthly executive briefing packages related to STARS
`
`strategy. The briefings contained forecasts on Aetna’s STARS performance in each of its
`
`Medicare Advantage regions. These briefings also contained Aetna’s specific plans and
`
`action items to improve STARS ratings.
`
`64.
`
`Brown has inside knowledge on which Aetna contracts are likely to achieve 4
`
`STARS or higher, and which are likely to fall below 4 STARS.
`
`65.
`
`Projected STARS ratings for an upcoming plan year is considered Confidential
`
`Information that Aetna guards closely. If a competitor discovered which markets Aetna is
`
`targeting for investment, placing strong products, or degrading products, the competitor would
`
`be able to counteract these moves to grow its business and harm Aetna’s business.
`
`66.
`
`Brown learned which Aetna contracts were likely to receive 4+ STARS
`
`ratings, and which were likely to fall below 4 STARS for the 2022 plan year. Aetna’s
`
`Medicare leadership discussed projected STARS ratings for 2022 in monthly STARS
`
`Executive Excellence Meetings – which Brown attended -- from October 2020 through
`
`January 2021.
`
`67.
`
`Brown was closely connected to and fully immersed in the decisions that lead
`
`up to the bid filing, including product design decisions and STARS Ratings strategies. These
`
`functions are all intertwined in the Medicare business.
`
`9488577v1
`4852-9027-4267.1
`
`15
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 16 of 35 PageID #: 16
`
`68.
`
`Brown had access to the national and local strategies pertaining to STARS
`
`ratings and product design in his region.
`
`69.
`
`This Confidential Information, including trade secrets, related to STARS is not
`
`generally known outside of Aetna’s Medicare leadership and key Medicare personnel charged
`
`with implementing Aetna’s Medicare strategy, is not accessible to Aetna’s competitors, and is
`
`protected by a variety of confidentiality measures, discussed below.
`
`Brown’s Receipt and Use of Confidential
`Information, Including Trade Secrets, Related to DSNP
`
`70.
`
`Part of the Medicare Advantage business includes dual special needs plans,
`
`often referred to as “Duals” or “DSNP.” These terms refer to patients who are eligible for
`
`both Medicare and Medicaid. DSNP patients often have multiple healthcare conditions and
`
`require a high level of coordination of care among providers. DSNP contracts represent a
`
`small but growing part of Aetna’s Medicare Advantage business.
`
`71.
`
`Because of the complex needs of DSNP patients, CMS reimburses insurers at
`
`higher rates for covering DSNP patients. It can take years to build the proper internal
`
`infrastructure, teams, clinical programs, and sales models to sell and manage these plans
`
`effectively.
`
`72.
`
`Over the past few years, Aetna has made substantial investments in developing
`
`a blueprint for growing its DSNP business. As a result of these investments, Aetna’s DSNP
`
`business grew substantially in 2020.
`
`73.
`
`Aetna launched its new DSNP product on January 1, 2021, in Nevada. Brown
`
`was the Chief Medicare Officer for this region in 2020 during the development and planning
`
`stages of Aetna’s launch of DSNP in the Nevada market. Brown led the launch of the DSNP
`
`plan in this new market, and therefore had access to Aetna’s Confidential Information,
`
`9488577v1
`4852-9027-4267.1
`
`16
`
`

`

`Case 1:21-cv-00070-WES-LDA Document 1 Filed 02/09/21 Page 17 of 35 PageID #: 17
`
`including blueprints, strategies, and playbooks, for Aetna’s successful DSNP strategy that he
`
`could implement with Cigna on a regional and national scale.
`
`74.
`
`Chief Medicare Officers, including Brown, were invited to and expected to
`
`attend monthly DSNP Executive Steering Committee meetings and Aetna’s DSNP Leadership
`
`Forum. In these meetings, the participants discussed marketing, sales strategies, and
`
`performance for all DSNP markets nationwide.
`
`75.
`
`Specific Confidential Information, including trade secrets, that Brown received
`
`through formal briefing packages related to DSNP contracts for the 2022 plan year includes:
`
`a. Marketing and sales plans to be implemented in 2021;
`
`b. Actual sales and net growth;
`
`c. Market-specific status reports showing how each market is performing in terms
`
`of sales;
`
`d. Member retention statistics and strategy;
`
`e. Long-term growth strategy, including the criteria used to evaluate DSNP
`
`expansion and specific states in which Aetna intended to expand DSNP coverage
`
`in 2022; and
`
`f. Aetna’s national playbook for DSNP business, developed by its sales team,
`
`which describes training and onboarding of the sales force for DSNP plans and
`
`contains performance metrics.
`
`76.
`
`Aetna’s Confidential Information, including trade secrets, related to DSNP is
`
`not generally known outside of Aetna’s senior Medicare leadership and key Medicare
`
`personnel charged with implementing Aetna’s Medicare strategy, is not accessible to
`
`competitors, and is protecte