2024-10-29T09:01:56-05:00 2023-12-31 991856619 GRANT THORNTON ADVISORS LLC 53 STATE STREET SUITE 1600 BOSTON MA 02109 990 2023-01-01 362179768 VERSITI ILLINOIS INC VERS 6308927055 1200 N HIGHLAND AVENUE AURORA IL 60506 CHRIS MISKEL PRESIDENT & CEO 4149335000 2024-10-28 1 1 ERIN COUTURE P01390592 6177237900 2023 2024-10-15 13:58:12Z CHRIS MISKEL 638 N 18TH STREET MILWAUKEE WI 532332121 77129012 0 X WWW.VERSITI.ORG X 1943 IL (SEE SCHEDULE O) 19 18 515 81 0 0 1411 20827 60144207 58846182 2736198 3929231 0 177164 62881816 62973404 79665 65867 0 0 23702004 25343553 0 0 0 33016001 31116446 56797670 56525866 6084146 6447538 66698055 75130707 5018157 6800405 61679898 68330302 VERSITI ILLINOIS, INC. (VERSITI) IS A BLOOD HEALTH INNOVATOR WHICH ENHANCES LIVES THROUGH DISCOVERY, DIAGNOSIS AND TREATMENT. VERSITI EXPANDS THE FRONTIERS OF PATIENT HEALTH THROUGH THE INTEGRATION OF SCIENCE, MEDICINE AND SERVICE. 0 0 47239663 65867 58846182 VERSITI RECRUITS VOLUNTEER BLOOD DONORS, COLLECTS, PROCESSES AND DISTRIBUTES BLOOD AND BLOOD COMPONENTS TO PROVIDE A SAFE AND RELIABLE SUPPLY OF BLOOD FOR HOSPITALS AND OTHER BLOOD CENTERS SERVED. DURING 2023, THERE WERE 136,336 BLOOD UNITS COLLECTED.VERSITI PROVIDES CLINICAL DIAGNOSTIC TESTING SERVICES TO HOSPITALS, PHYSICIAN OFFICES AND OTHER REFERENCE LABORATORIES. DURING 2023, 21,459 TESTS WERE PERFORMED. 47239663 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 515 1 0 0 0 0 0 0 0 0 0 0 1 0 X 19 18 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 IL X DAWN HENSE 4149335000 638 N 18TH ST MILWAUKEE WI 532332121 X CHRIS MISKEL PRESIDENT & CEO 10.00 45.00 X X 256518 1168583 55375 FRED GEILFUSS CHAIR; LEGAL ADVISOR 1.00 5.00 X X 0 0 0 L ALAN WHALEY VICE CHAIR 1.00 4.00 X X 0 0 0 SHERRY HUSA SECRETARY 1.00 4.00 X X 0 0 0 RON MILLER TREASURER 1.00 4.00 X X 0 0 0 NICHOLAS BAUER BOARD MEMBER - AS OF 3/23 1.00 4.00 X 0 0 0 COREEN DICUS-JOHNSON JD BOARD MEMBER 1.00 4.00 X 0 0 0 DAVID GINSBURG MD BOARD MEMBER 1.00 4.00 X 0 0 0 CECELIA GORE BOARD MEMBER - AS OF 11/23 1.00 4.00 X 0 0 0 GAIL HANSON BOARD MEMBER 1.00 4.00 X 0 0 0 THOMAS HAUSKE JR BOARD MEMBER 1.00 5.00 X 0 0 0 DALE KENT BOARD MEMBER 1.00 4.00 X 0 0 0 ROBERT H MANEGOLD BOARD MEMBER 1.00 5.00 X 0 0 0 JEFFREY S MCDONALD BOARD MEMBER 1.00 4.00 X 0 0 0 MAGGEY OPLINGER BOARD MEMBER - AS OF 11/23 1.00 4.00 X 0 0 0 JOHN PERRAS BOARD MEMBER 1.00 4.00 X 0 0 0 KATHY THORNTON-BIAS BOARD MEMBER 1.00 4.00 X 0 0 0 GREG WESLEY BOARD MEMBER 1.00 4.00 X 0 0 0 PETER ZIEGLER BOARD MEMBER 1.00 4.00 X 0 0 0 BART REUTER EVP & GENERAL COUNSEL 10.00 45.00 X 129769 591171 64225 ANTHONY WATKINS EVP & CHIEF FINANCIAL OFFICER 10.00 45.00 X 133529 608294 40131 BRIAN BAUTISTA EVP & CHIEF OPERATING OFFICER 10.00 45.00 X 123749 563744 54302 MICHAEL DEININGER MD EVP & CHIEF SCIENTIFIC OFFICER 1.00 54.00 X 0 643660 39453 GITESH DUBAL EVP & CHIEF MARKETING OFFICER 10.00 45.00 X 111630 508537 56985 BRADLEY PIETZ EVP & CHIEF LABORATORY OFFICER 10.00 45.00 X 99613 453792 62979 BARBARA BRYANT EVP & CHIEF MEDICAL OFFICER 1.00 54.00 X 0 546023 25848 JAMES WEIDNER EVP & CHIEF HR OFFICER 10.00 45.00 X 91730 417877 54653 ALEXANDRA PIEPER VP & CHIEF QLT OFF - THRU 10/23 10.00 45.00 X 93831 427449 42404 LYNNE BRIGGS VP & CHIEF INFORMATION OFFICER 10.00 45.00 X 85338 388761 50984 JESSICA DROUILLARD VP & CHIEF QLT OFF - AS OF 10/23 10.00 45.00 X 29751 135533 12988 KEVIN HA HBC ASSOCIATE MEDICAL DIRECTOR 55.00 0.00 X 239537 0 56111 AMY SMITH DIRECTOR DONOR SERVICES 55.00 0.00 X 228429 0 53729 DANA KNIGHT HBC DIRECTOR OF QUALITY ASSURANCE 39.00 16.00 X 146319 57980 24322 JYOTHI PERLA MANAGER HRIS 55.00 0.00 X 135154 0 53028 JACK STEIN HBC ORACLE PROGRAMMER 55.00 0.00 X 112939 0 31156 2017836 6511404 778673 21 0 1 0 ME BOCK INC 33280 N MILL RD GRAYSLAKE IL 60030 EQUIPMENT SERVICES 325733 CALL FLAWLESS INC 1010 CELEBRATION DRIVE AURORA IL 60604 CLEANING SERVICES 270720 INVITA HEALTHCARE TECHNOLOGIES 135 2ND AVENUE NORTH JACKSONVILLE FL 32250 SOFTWARE SUPPORT 259583 US MESSENGER & LOGISTICS INC 7790 S QUINCY ST WILLOWBROOK IL 60527 DELIVERY SERVICES 160635 INCEPT 4150 BELDEN VILLAGE ST NW STE 205 CANTON OH 44718 CALL CENTER SERVICES 119093 6 20827 20827 BLOOD SERVICES 621991 55889611 55889611 DIAGNOSTIC LABORATORIES 621500 2956571 2956571 58846182 1359929 1359929 16170794 554116 14015296 140312 2155498 413804 2569302 2569302 AFFILIATE SERVICE FEES 900099 177164 177164 177164 62973404 58846182 0 4106395 35867 35867 30000 30000 1244564 244473 1000091 18528975 16955498 1573477 1037625 934384 103241 3117608 2763093 354515 1414781 1239530 175251 26892 26892 7194 7194 5108995 5025489 83506 254540 62282 192258 435854 403401 32453 301020 274619 26401 2460784 1469623 991161 1278822 1186457 92365 60838 15455 45383 30607 25591 5016 1086984 615483 471501 -2328 -2328 MEDICAL LAB SUPPLIES 6665481 6660658 4823 COST OF IMPORTED PROD 6462713 6462713 VERSITI SERVICES ALLOC 5438553 1637408 3801145 UBI TAXES 16722 16722 1482775 1170747 312028 56525866 47239663 9286203 0 0 0 0 0 0 0 17956308 30876738 0 0 0 0 363523 0 1402125 2006211 129900 38155 30092954 21689519 6848042 8403435 0 0 38425285 31563288 0 0 0 0 1572872 2242880 66698055 75130707 3780161 4116023 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1237996 2684382 5018157 6800405 X 61679898 68330302 61679898 68330302 66698055 75130707 6447538 202866 0 X 0 1 X 1 0 X 3637 1009 26432 1411 20827 53316 50007732 50570209 58574670 60144207 58846182 278143000 50011369 50571218 58601102 60145618 58867009 278196316 0 5006469 5985875 3224906 1781109 2072024 18070383 5006469 5985875 3224906 1781109 2072024 18070383 260125933 1075932 917031 958804 731046 1359929 5042742 22281 10505 32786 1075932 939312 969309 731046 1359929 5075528 17681 18086 2938 177164 215869 51104982 51528616 59573349 60876664 60404102 283487713 0.91760 0.90550 0.01790 0.01690 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: PATRONAGE DIVIDENDS - 2019 AMOUNT: $ 14,681. 2020 AMOUNT: $ 18,086. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. 2023 AMOUNT: $ 0. MISCELLANEOUS REVENUE - 2019 AMOUNT: $ 3,000. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 2,938. 2022 AMOUNT: $ 0. 2023 AMOUNT: $ 0. AFFILIATE SERVICE FEES - 2019 AMOUNT: $ 0. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. 2023 AMOUNT: $ 177,164. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1 1 0 0 0 0 0 0 0 0 0 PART II-B, LINE 1: PAID STAFF OR MANAGEMENT GENERAL COUNSEL PROVIDES LOBBYING SERVICES TO THE FILING ORGANIZATION. HOWEVER, SUCH EXPENSES ARE PAID FOR BY VERSITI, INC., THE FILING ORGANIZATION'S PARENT. 94766972 671355 14059961 4513248 104985040 112901289 848275 -13361785 5620807 94766972 99612019 1371435 16077669 4159834 112901289 89992682 4494881 9457908 4333452 99612019 77632272 2512261 14163049 4314900 89992682 0.97960 0.02040 0 1 1 425219 425219 15241105 11810124 3430981 800011 306651 493360 9952902 8047399 1905503 3673717 1525345 2148372 8403435 MUTUAL FUNDS 31563288 F 31563288 LEASE LIABILITY 2550637 LONG TERM RETIRMENT LIABILITIES 133745 2684382 X 62755273 202866 202866 62552407 7194 413803 420997 62973404 56104869 -413803 -413803 56518672 7194 7194 56525866 PART V, LINE 4: ENDOWMENTS THE FILING ORGANIZATION IS A BENEFICIARY OF THE VERSITI BLOOD RESEARCH INSTITUTE FOUNDATION'S ("VBRIF") ENDOWMENT AS A SUPPORTED ORGANIZATION. THE BOARD DESIGNATED ENDOWMENT FUNDS ARE DESIGNATED BY THE BOARD AS ENDOWMENT FUNDS TO ENSURE THE CONTINUING AVAILABILITY OF FUNDS FOR RESEARCH PURPOSES. PART X, LINE 2: INCOME TAXES VERSITI, WISCONSIN, ILLINOIS, MICHIGAN, INDIANA AND THE FOUNDATION HAVE ALL RECEIVED TAX DETERMINATION LETTERS CONFIRMING THAT THE ORGANIZATIONS QUALIFY AS TAX-EXEMPT ORGANIZATIONS UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC). THE ORGANIZATION FOLLOWS GUIDANCE THAT CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN, INCLUDING ISSUES RELATING TO FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT. THIS GUIDANCE PROVIDES THAT THE TAX EFFECTS FROM AN UNCERTAIN TAX POSITION CAN ONLY BE RECOGNIZED IN THE FINANCIAL STATEMENTS IF THE POSITION IS MORE LIKELY THAN NOT TO BE SUSTAINED IF THE POSITION WERE TO BE CHALLENGED BY A TAXING AUTHORITY. THE ASSESSMENT OF THE TAX POSITION IS BASED SOLELY ON THE TECHNICAL MERITS OF THE POSITION, WITHOUT REGARD TO THE LIKELIHOOD THAT THE TAX POSITION MAY BE CHALLENGED. VERSITI, WISCONSIN, ILLINOIS, MICHIGAN, INDIANA AND THE FOUNDATION ARE EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(3), THOUGH THEY ARE SUBJECT TO TAX ON INCOME UNRELATED TO THEIR EXEMPT PURPOSES, UNLESS THAT INCOME IS OTHERWISE EXCLUDED BY THE IRC. THE ORGANIZATION HAS PROCESSES PRESENTLY IN PLACE TO ENSURE THE MAINTENANCE OF ITS TAX-EXEMPT STATUS; TO IDENTIFY AND REPORT UNRELATED INCOME; TO DETERMINE ITS FILING AND TAX OBLIGATIONS IN JURISDICTIONS FOR WHICH IT HAS NEXUS; AND TO IDENTIFY AND EVALUATE OTHER MATTERS THAT MAYBE CONSIDERED TAX POSITIONS. THE ORGANIZATION FILES FEDERAL AND STATE INCOME TAX RETURNS TO REPORT UNRELATED BUSINESS INCOME WHERE APPLICABLE, AND WITH FEW EXCEPTIONS, THOSE PERIODS GENERALLY REMAIN OPEN THREE YEARS FOR FEDERAL PURPOSES AND FOUR YEARS FOR STATE PURPOSES. THE STATUTE OF LIMITATIONS WILL REMAIN OPEN FOR ANY YEARS WHERE RETURNS WERE NOT FILED. THE ORGANIZATION HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. THE CONSOLIDATED DEFERRED TAX LIABILITY WAS $675,285 AND $271,839 AS OF DECEMBER 31, 2023 AND 2022, RESPECTIVELY, AND PRIMARILY RELATES TO INTANGIBLES. THERE WAS DEFERRED INCOME TAX EXPENSE FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 OF $371,200 AND $436,926, RESPECTIVELY. THE ORGANIZATION RECOGNIZES, IF NECESSARY, INTEREST AND PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS IN THE PROVISION FOR INCOME TAXES. THERE WERE NO MATERIAL INTEREST OR PENALTIES RELATED TO INCOME TAXES THAT HAVE BEEN ACCRUED OR RECOGNIZED AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022. PART XI, LINE 4B - OTHER ADJUSTMENTS: GAIN ON DISPOSITION OF FIXED ASSETS 49,521. GAIN ON OPERATING LEASES 392,388. LOSS ON FINANCE LEASES -28,106. PART XII, LINE 2D - OTHER ADJUSTMENTS: GAIN ON DISPOSITION OF FIXED ASSETS -49,521. GAIN ON OPERATING LEASES -392,388. LOSS ON FINANCE LEASES 28,106. 1 SCHOLARSHIPS 7 30000 0 FMV PART I, LINE 2: PROCEDURE FOR MONITORING USE OF GRANT FUNDS INSIDE U.S. FROM TIME TO TIME, VERSITI ILLINOIS PROVIDES GRANT ASSISTANCE TO VERSITI WISCONSIN, INC. AND OTHER ORGANIZATIONS. THESE FUNDS WILL SUPPORT FUTURE BLOOD RESEARCH AND OTHER INITIATIVES TO SERVE MORE PATIENTS AND REDUCE OVERALL COSTS. MONITORING THE INVESTMENT OF THESE FUNDS, THE DISTRIBUTIONS AND WHAT THESE FUNDS ARE USED FOR IS COMPLETED BY THE LEADERSHIP OF VERSITI. ADDITIONALLY, THE FILING ORGANIZATION OFFERS SCHOLARSHIPS TO EMPLOYEES AND COMMUNITY MEMBERS IF CERTAIN CRITERIA ARE MET. THE SCHOLARSHIPS ARE SENT TO THE COLLEGE OR UNIVERSITY WHERE THE STUDENT IS ENROLLED. X X X X X 1 0 0 1 1 1 1 1 0 CHRIS MISKEL PRESIDENT & CEO 138149 629348 114108 519826 4261 19409 4050 18450 5918 26957 266486 1213990 0 0 BART REUTER EVP & GENERAL COUNSEL 73968 336967 51275 233586 4526 20618 4158 18942 7403 33722 141330 643835 0 0 ANTHONY WATKINS EVP & CHIEF FINANCIAL OFFICER 77349 352364 50798 231413 5382 24517 4158 18942 3066 13965 140753 641201 0 0 BRIAN BAUTISTA EVP & CHIEF OPERATING OFFICER 81664 372028 38211 174070 3874 17646 3567 16249 6208 28278 133524 608271 0 0 MICHAEL DEININGER MD EVP & CHIEF SCIENTIFIC OFFICER 0 506108 0 109160 0 28392 0 16625 0 22828 0 683113 0 0 GITESH DUBAL EVP & CHIEF MARKETING OFFICER 66731 304000 40638 185128 4261 19409 4050 18450 6208 28277 121888 555264 0 0 BRADLEY PIETZ EVP & CHIEF LABORATORY OFFICER 52353 238496 42730 194659 4530 20637 4091 18634 7245 33009 110949 505435 0 0 BARBARA BRYANT EVP & CHIEF MEDICAL OFFICER 0 509725 0 18210 0 18088 0 23100 0 2748 0 571871 0 0 JAMES WEIDNER EVP & CHIEF HR OFFICER 55759 254011 31400 143044 4571 20822 4158 18942 5679 25874 101567 462693 0 0 ALEXANDRA PIEPER VP & CHIEF QLT OFF - THRU 10/23 38482 175310 14175 64575 41174 187564 2908 13247 4724 21525 101463 462221 0 0 LYNNE BRIGGS VP & CHIEF INFORMATION OFFICER 56572 257715 27541 125464 1225 5582 4635 21116 4542 20691 94515 430568 0 0 KEVIN HA HBC ASSOCIATE MEDICAL DIRECTOR 226476 0 12200 0 861 0 16634 0 39477 0 295648 0 0 0 AMY SMITH DIRECTOR DONOR SERVICES 185230 0 41635 0 1564 0 13771 0 39958 0 282158 0 0 0 DANA KNIGHT HBC DIRECTOR OF QUALITY ASSURANCE 128900 51078 16544 6556 875 346 9140 3622 8279 3281 163738 64883 0 0 JYOTHI PERLA MANAGER HRIS 111616 0 0 0 23538 0 10003 0 43025 0 188182 0 0 0 JESSICA DROUILLARD VP & CHIEF QLT OFF - AS OF 10/23 26999 122996 2592 11808 160 729 1832 8344 506 2306 32089 146183 0 0 PART I, LINE 3: TOP MANAGEMENT'S COMPENSATION THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS, ACTING IN ITS CAPACITY AS THE COMPENSATION COMMITTEE, SETS AND MONITORS THE COMPENSATION PHILOSOPHY FOR THE FILING ORGANIZATION. OTHER THAN THE VERSITI PRESIDENT AND CHIEF EXECUTIVE OFFICER, THE EXECUTIVE COMMITTEE DOES NOT INCLUDE MEMBERS OF MANAGEMENT. TO ENSURE THAT THE COMMITTEE IS COMPRISED OF INDIVIDUALS WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO VERSITI COMPENSATION ARRANGEMENTS, THE VERSITI PRESIDENT AND CHIEF EXECUTIVE OFFICER RECUSES HER/HIMSELF FROM ALL DISCUSSIONS AND APPROVALS RELATED TO HER/HIS COMPENSATION. THE EXECUTIVE COMMITTEE REVIEWS EXECUTIVE COMPENSATION ARRANGEMENTS TO ENSURE SUCH ARRANGEMENTS ARE FAIR, REASONABLE, AND NOT EXCESSIVE WHEN COMPARED TO SIMILARLY-SITUATED EXECUTIVES. EXECUTIVE COMPENSATION ARRANGEMENTS ARE REVIEWED FOR REASONABLENESS AND APPROVED BY THE EXECUTIVE COMMITTEE ANNUALLY IN ACCORDANCE WITH THE VERSITI REASONABLENESS REVIEW POLICY. IN ORDER TO ASSESS THE REASONABLENESS OF EXECUTIVE COMPENSATION ARRANGEMENTS, THE EXECUTIVE COMMITTEE OBTAINS AND REVIEWS APPROPRIATE COMPARABILITY DATA COLLECTED BY THE HUMAN RESOURCE DEPARTMENT AND/OR AN INDEPENDENT COMPENSATION CONSULTANT. THE EXECUTIVE COMMITTEE ENGAGES A QUALIFIED INDEPENDENT COMPENSATION CONSULTANT ANNUALLY. THE INDEPENDENT CONSULTANT PERFORMS AN ANALYSIS OF COMPENSATION LEVELS AT REGIONAL AND NATIONAL ORGANIZATIONS OF COMPARABLE SIZE, SCOPE AND STRUCTURE AND PROVIDES THE COMMITTEE WITH COMPREHENSIVE DATA ON THE AVAILABILITY OF SIMILAR SERVICES WITHIN THE GEOGRAPHIC AREA, COMPENSATION SURVEYS, WRITTEN OFFERS FROM SIMILAR INSTITUTIONS, AND OTHER INFORMATION RELEVANT TO COMPARABILITY OF COMPENSATION. THE EXECUTIVE COMMITTEE'S REVIEW, RECOMMENDATIONS AND APPROVALS ARE DOCUMENTED CONCURRENTLY IN THE COMMITTEE MINUTES, WHICH ARE SUBSEQUENTLY REVIEWED AND APPROVED BY THE EXECUTIVE COMMITTEE AS REASONABLE, ACCURATE AND COMPLETE. THE COMMITTEE CHAIR VERBALLY COMMUNICATES TO THE VERSITI BOARD OF DIRECTORS A CONFIRMATION OF COMPENSATION REASONABLENESS AND THE OVERALL DUE DILIGENCE PROCESS. VERSITI ILLINOIS HAS INCENTIVE PROGRAMS FOR THE CHIEF EXECUTIVE OFFICER AND OTHER CORPORATE OFFICERS DESCRIBED IN DETAILED WRITTEN POLICIES APPROVED BY THE EXECUTIVE COMMITTEE ANNUALLY. EVALUATION AND COMPENSATION REVIEW -CEO - EACH YEAR, THE EXECUTIVE COMMITTEE EVALUATES THE CEO'S PERFORMANCE AGAINST ESTABLISHED OBJECTIVES, DETERMINES INCENTIVE PAYMENT AND MERIT INCREASE BASED UPON PERFORMANCE AND MARKET DATA PROVIDED BY THE THIRD PARTY COMPENSATION CONSULTANT, AND WORKS WITH THE CEO TO ESTABLISH OBJECTIVES FOR THE NEXT YEAR. -OTHER CORPORATE OFFICERS - THE BOARD OF DIRECTORS HAS DELAGATED TO THE CEO THE PERFORMANCE ASSESSMENT AND COMPENSATION DECISIONS FOR HIS/HER TEAM AND LEADERS ELIGIBLE FOR THE VERSITI LEADERSHIP INCENTIVE PLAN. DURING THE MAY MEETING, THE EXECUTIVE COMMITTEE REVIEWS THE INCENTIVES (SHORT AND LONG-TERM) PAYOUTS AND MERIT INCREASES ASSIGNED TO THE EXECUTIVE TEAM AS PART OF THE ANNUAL COMPENSATION REASONABILITY REVIEW CONDUCTED BY AON CONSULTANTS. THE EXECUTIVE COMMITTEE REVIEWS AND APPROVES THE SALARY INCREASES AND INCENTIVE PAYOUTS OF THE CEO BEFORE PAYMENT. CORPORATE OFFICERS ARE POSITIONED WITHIN THE APPROPRIATE SALARY RANGE BASED UPON: -EXECUTIVE'S KNOWLEDGE, COMPETENCIES, AND EXPERIENCE, -PERFORMANCE OF THE EXECUTIVE'S AREAS OF RESPONSIBILITY, -THE EXECUTIVE'S CONTRIBUTION TO OVERALL PERFORMANCE, -THE IMPORTANCE OF RETAINING THE EXECUTIVE, -INTERNAL EQUITY CONSIDERATIONS, -THE FINANCIAL RESOURCES AVAILABLE, AND -EXECUTIVE BASE SALARY INCREASES PROVIDED IN THE COMPETITIVE MARKET PART I, LINE 4A: SEVERANCE PAYMENT AN INDIVIDUAL RECEIVED A SEVERANCE PAYMENT. THE SEVERANCE IS INCLUDED IN COMPENSATION IN SCHEDULE J, PART II, COLUMN (B)(III). PART I, LINE 5A, 5B, 6A, 6B AND 7: NON-FIXED PAYMENTS INCENTIVE PAYOUT OPPORTUNITIES, BASED ON PERCENTAGE OF BASE PAY RATE, ARE AVAILABLE TO CERTAIN EMPLOYEES OF THE FILING ORGANIZATION. WHILE LEVELS OF THE INCENTIVE PAYOUT OPPORTUNITY ARE FIXED AND DETERMINED PERCENTAGES OF BASE COMPENSATION; THE INCENTIVE PAYOUT IS DETRMINED; IN PART, ON THE CONSOLIDATED REVENUE AND NET EARNINGS OF OPERATING DIVISIONS. THE INCENTIVE PAYOUT IS SUBJECT TO THE REVIEW OF ACCOMPLISHMENTS/OBJECTIVES AND THE ULTIMATE DETERMINATION OF INCENTIVE COMPENSATION IS SUBJECT TO PRESIDENT/CEO AND EXECUTIVE COMMITTEE OF THE BOARD APPROVAL. FORM 990, PART I, LINE 1 VERSITI ILLINOIS, INC. (VERSITI ILLINOIS) IS A BLOOD HEALTH INNOVATOR WHICH ENHANCES LIVES THROUGH DISCOVERY, DIAGNOSIS AND TREATMENT. VERSITI EXPANDS THE FRONTIERS OF PATIENT HEALTH THROUGH THE INTEGRATION OF SCIENCE, MEDICINE AND SERVICE. FORM 990, PART VI, SECTION A, LINE 6 MEMBERS OR STOCKHOLDERS VERSITI, INC. (A 501(C)(3) ORGANIZATION) IS THE SOLE CORPORATE MEMBER. FORM 990, PART VI, SECTION A, LINE 7A MEMBER OR STOCKHOLDER POWERS VERSITI, INC. HAS RESERVE POWERS; INCLUDING THE ABILITY TO ELECT A MAJORITY OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B REFER TO NARRATIVE LISTED IN LINE 7A. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW VERSITI ILLINOIS UTILIZES GRANT THORNTON TO COMPLETE THE IRS FORM 990 AND RELATED SCHEDULES. FOLLOWING COMPLETION, THEY ARE REVIEWED BY THE ORGANIZATION'S MANAGEMENT. THE DRAFT FORMS ARE THEN REVIEWED BY THE AUDIT AND COMPLIANCE COMMITTEE PRIOR TO SUBMISSION TO THE IRS. THE FULL BOARD IS PROVIDED A COPY OF THE FORM 990 PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY VERSITI ILLINOIS MAINTAINS A WRITTEN CONFLICT OF INTEREST POLICY. ON AN ANNUAL BASIS, CURRENT DIRECTORS AND OFFICERS ARE ASKED TO COMPLETE A DISCLOSURE FORM BASED ON IRS REQUIREMENTS THAT INCLUDES THE FOLLOWING: WHETHER THEY HAVE ANY DIRECT OR INDIRECT RELATIONSHIP EITHER THROUGH BUSINESS OR FAMILY MEMBER WITH THE ORGANIZATION. WHETHER THEY RECEIVED COMPENSATION FROM ANY ORGANIZATION THAT SHARES COMMON OWNERSHIP OR CONTROL WITH THE ORGANIZATION. WHETHER THEY HAVE SERVED AS AN OFFICER, DIRECTOR, KEY EMPLOYEE, PARTNER OR MEMBER OF AN ENTITY (OR SHAREHOLDER OF A PROFESSIONAL CORPORATION) DOING BUSINESS WITH THE ORGANIZATION. THESE ANSWERS ARE ACCUMULATED, SUMMARIZED AND EVALUATED BY MANAGEMENT TO DETERMINE IF ANY CONFLICTS EXIST. IDENTIFIED CONFLICTS ARE ADDRESSED IN ACCORDANCE WITH THE WRITTEN POLICY. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION PROCESS THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS, ACTING IN ITS CAPACITY AS THE COMPENSATION COMMITTEE, SETS AND MONITORS THE COMPENSATION PHILOSOPHY FOR THE FILING ORGANIZATION. FORM 990, PART VI, SECTION C, LINE 19 ORGANIZATION'S DOCUMENTS OPEN TO THE PUBLIC THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST DURING NORMAL BUSINESS HOURS AND AT THE ORGANIZATION'S LOCATION. PART VII: AVERAGE HOURS THE HOURS LISTED ON FORM 990, PART VII ARE REPRESENTATIVE OF AN AVERAGE FOR THE OFFICERS AND EXECUITVE TEAM. EACH INDIVIDUAL PERSON'S WEEKLY TALLY MAY BE GREATER OR LESSER PER WEEK BASED ON THEIR INDIVIDUAL ROLES AND RESPONSIBLITIES WITHIN THE FILING ORGANIZATION AND RELATED PARTIES. VERSITI INC PO BOX 2178 638 N 18TH ST MILWAUKEE WI 53201 454675354 SUPPORTING WI 501(C)(3) LINE 12B, II N/A 0 VERSITI WISCONSIN INC PO BOX 2178 638 N 18TH ST MILWAUKEE WI 53201 390807235 BLOOD WI 501(C)(3) LINE 7 VERSITI 0 VERSITI MICHIGAN INC 1036 FULLER AVE NE GRAND RAPIDS MI 49503 381550001 BLOOD MI 501(C)(3) LINE 10 VERSITI 0 VERSITI BLOOD RESEARCH INSTITUTE FNDN PO BOX 2178 638 N 18TH ST MILWAUKEE WI 53201 391372542 SUPPORTING WI 501(C)(3) LINE 12B, II VERSITI 0 VERSITI INDIANA INC 3450 N MERIDIAN ST INDIANAPOLIS IN 46208 350991629 BLOOD IN 501(C)(3) LINE 10 VERSITI 0 CENETRON DIAGNOSTICS LLC 2111 W BRAKER LANE SUITE 300 AUSTIN TX 78758 742760677 LABS & TRIALS TX N/A C 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 1 1 1 0 0