2015-11-13T13:34:13-06:00 2014-12-31 PricewaterhouseCoopers LLP 600 13TH STREET NW SUITE 1000 WASHINGTON DC 200053005 990 2014-01-01 201512696 BIONEXUS FOUNDATION % RALPH KOCH BION 7033652700 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 RALPH KOCH CFO 7033652700 2015-11-13 true MICHELLE G MICHALOWSKI P00755304 2024141000 2015-11-12 2014 2016-04-25 22:37:26Z RAYMOND H CYPESS 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 59975752 false X WWW.ATCC.ORG X 2004 DC BIONEXUS IS ORGANIZED TO OPERATE EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, SCIENTIFIC, AND LITERARY PURPOSES; TO SUPPORT THE EDUCATIONAL AND SCIENTIFIC MISSION OF ATCC. 4 3 0 0 0 20000000 15000000 0 0 4990960 3009380 0 0 24990960 18009380 2017741 1400000 0 0 66348 0 0 0 0 533106 444078 2617195 1844078 22373765 16165302 86189614 103195240 3423057 3501721 82766557 99693519 X BIONEXUS IS ORGANIZED TO OPERATE EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, SCIENTIFIC, AND LITERARY PURPOSES, WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (OR CORRESPONDING PROVISIONS OF ANY SUBSEQUENT FEDERAL TAX LAWS); WITHIN SUCH LIMITS, TO SUPPORT THE EDUCATIONAL AND SCIENTIFIC MISSION OF THE AMERICAN TYPE CULTURE COLLECTION. false false 1400000 1400000 0 BIONEXUS FOUNDATION ENTERED INTO A $1.4M GRANT WITH GLOBAL BIOLOGICAL STANDARDS INSTITUTE ("GBSI") THAT DIRECTLY BENEFITTED THE FOUNDATION'S SUPPORTED ORGANIZATION, ATCC. GBSI'S MISSION COMPLEMENTS ATCC'S MISSION BY PROMOTING AND PRODUCING STANDARDS THAT OFFER SOLUTIONS TO LONG-STANDING PROBLEMS IN SCIENTIFIC RESEARCH. 1400000 true true false false false false false false false false false true false false true false false true false false false false false false false false false true false true false false false false false false false false false false false false false true true true false false true 0 0 0 false false false false false false false false false false X 4 3 false false false false true true true true true false false true true true true true true false false false VA X RALPH KOCH 7033652700 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 RAYMOND H CYPESS CHAIRMAN/BOARD MEMBER 0.6 39.3 X X 0 1117955 143014 JOHN L CHILD JR TREASURER/BOARD MEMBER 0.6 1.8 X X 0 21000 0 ELLIOT M LEVINE BOARD MEMBER (UNTIL 03/2014) 0.6 0.0 X 0 1500 0 LAURIE A BOYER BOARD MEMBER 0.6 2.4 X 0 17000 0 WAYMAN CHEATHAM BOARD MEMBER 0.6 1.8 X 0 16000 0 THERESE SELLARS SECRETARY 0.6 39.3 X 0 199771 39586 GREGORY J FORTON INTERIM CFO (UNTIL 10/2014) 0.6 39.3 X 0 228699 41264 RALPH KOCH CFO (FROM 10/2014) 0.6 39.3 X 0 65779 7097 0 1667704 230961 0 false true false BROWN ADVISORY 901 SOUTH BOND STREET SUITE 400 BALTIMORE MD 212313340 INVESTMENT ADVISORY 337214 1 15000000 15000000 0 1479989 1479989 0 0 0 0 0 43495763 41966372 1529391 1529391 1529391 0 0 0 0 18009380 3009380 1400000 1400000 0 0 0 0 0 0 0 0 0 0 405 405 0 0 0 337214 337214 28200 28200 0 0 0 0 0 500 500 0 0 0 0 0 0 NON-CONTRACTED SERVICES 77759 77759 1844078 1400000 444078 0 0 0 4006680 7289366 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 77927980 87299240 4221712 8573392 0 0 0 0 33242 33242 86189614 103195240 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3423057 3501721 3423057 3501721 X 82766557 99693519 0 0 0 0 82766557 99693519 86189614 103195240 16165302 761660 X false true X true false X X 1 AMERICAN TYPE CULTURE COLLECTION 530196548 09 true 0 0 1 0.00000 true false false false false true false false false false false false false false false false PART IV, SECTIONS A & C: SEE SCHEDULE O RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED SILCHES. INT. INVST. VL. EQ T. 4024431 F GOLUB CAP. INVST. 2010 143591 F REDWOOD OPPS OFFSHORE FUND 1973188 F BROWN ADV. GLOBAL MANAGERS FND 2000000 F BROWN ADV. INVSTRS - YUKO 432182 F 8573392 0 DUE TO ATCC 3501721 3501721 true GLOBAL BIOLOGICAL STANDARDS INSTITUTE LLC 1020 19TH STREET NW WASHINGTON DC 20036 611705421 501(C)(3) 1400000 N/A N/A SCIENCE RESEARCH 1 PART I, LINE 2: BIONEXUS FOUNDATION ENTERED INTO A $1.4M GRANT WITH GLOBAL BIOLOGICAL STANDARDS INSTITUTE ("GBSI") THAT DIRECTLY BENEFITTED BIONEXUS FOUNDATION'S SUPPORTED ORGANIZATION, ATCC. BIONEXUS FOUNDATION CLOSELY MONITORS THE FINANCIAL PERFORMANCE OF GBSI. false false false false true false true false false RAYMOND H CYPESS CHAIRMAN/BOARD MEMBER 0 744898 0 298523 0 74534 0 127942 0 15072 0 1260969 0 73523 THERESE SELLARS SECRETARY 0 186448 0 13019 0 304 0 15663 0 23923 0 239357 0 0 GREGORY J FORTON INTERIM CFO (UNTIL 10/2014) 0 136247 0 92148 0 304 0 16116 0 25148 0 269963 0 5265 PART I, LINE 3: BIONEXUS FOUNDATION DOES NOT COMPENSATE ANY DIRECTOR, OFFICER, OR EMPLOYEE. COMPENSATION TO THESE INDIVIDUALS IS PROVIDED BY A RELATED, SUPPORTED ORGANIZATION. THE COMPENSATION COMMITTEE OF THE RELATED ORGANIZATION'S BOARD OF DIRECTORS REVIEWS RECOMMENDATIONS BY THE CEO OF THE RELATED ORGANIZATION AND GIVES FINAL APPROVAL FOR THE COMPENSATION PROGRAMS TO INCLUDE MARKET AND RANGE ADJUSTMENTS, MERIT INCREASES, BONUSES AND BENEFITS. A THIRD PARTY ANALYSIS OF TOTAL EXECUTIVE COMPENSATION WAS CONDUCTED FOR CALENDAR YEAR 2014 COMPENSATION, AND A SIMILAR ANALYSIS FOR THE REST OF THE EXECUTIVE TEAM WILL BE COMPLETED IN 2017. THE COMPENSATION COMMITTEE REVIEWS AND APPROVES COMPENSATION FOR THE CEO USING DATA FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS WITHIN SIMILAR INDUSTRIES. DOCUMENTATION OF SUCH DISCUSSIONS AND DECISIONS ARE CAPTURED IN THE MEETING MINUTES. PART I, LINES 5B & 6B: ATCC, A SUPPORTED ORGANIZATION AND THE COMMON PAYMASTER FOR BIONEXUS FOUNDATION, ESTABLISHED A LONG-TERM INCENTIVE PROGRAM, EFFECTIVE JANUARY 1, 2007, TO ATTRACT AND RETAIN KEY EMPLOYEES AND SENIOR EXECUTIVES. THE PROGRAM IS DESIGNED TO PROVIDE CASH BONUSES TO EXECUTIVES AND SENIOR MANAGEMENT OF ATCC WHO HELP THE ORGANIZATION ACHIEVE FINANCIAL AND STRATEGIC GOALS. SUCH LONG-TERM COMPENSATION IS IN ALIGNMENT WITH THE MARKETPLACE. AWARD AMOUNTS ARE CALCULATED BASED ON A PRE-DETERMINED FORMULA TAKING INTO ACCOUNT ATCC'S REVENUES AND NET-EARNINGS. PAYMENT OF THE AWARDS IS MADE THREE YEARS AFTER THE AWARD IS EARNED AND IS MADE COMPLETELY AT THE DISCRETION OF THE BOARD OF DIRECTORS OF ATCC. DURING THE THREE-YEAR ACCRUAL PERIOD, THESE BONUSES ARE REPORTED AS DEFERRED COMPENSATION ON SCHEDULE J, PART II, COLUMN (C). IN 2014, ACTUAL PAYMENTS WERE MADE FOR 2011 PERFORMANCE BONUSES AND ARE REPORTED ON BOTH SCHEDULE J, PART II, COLUMN (B) AS FORM W-2 WAGES AND SCHEDULE J, PART II, COLUMN (F). PART VI, LINES 6, 7A, & 7B: BIONEXUS FOUNDATION ("BIONEXUS") IS A CORPORATION ESTABLISHED UNDER THE DISTRICT OF COLUMBIA NON-PROFIT CORPORATION ACT. IT HAS ONE CORPORATE MEMBER, ATCC GLOBAL, WHICH IS TAX EXEMPT UNDER 501(C)(3) AND IS A TYPE II SUPPORTING ORGANIZATION UNDER 509(A)(3). ATCC GLOBAL HAS THE RIGHT TO ELECT BIONEXUS' BOARD OF DIRECTORS AND TO VOTE IN ANY CORPORATE PROCEEDING WHICH IS SUBMITTED TO A VOTE OF THE CORPORATE MEMBERSHIP. BIONEXUS' BOARD OF DIRECTORS HAS THE AUTHORITY TO MANAGE THE BUSINESS AND DO ALL SUCH LAWFUL ACTS AND THINGS AS ARE NOT PROHIBITED BY STATUTE OR BY THE ARTICLES OF INCORPORATION OR BIONEXUS' BYLAWS. ANY MODIFICATIONS TO THE ARTICLES OF INCORPORATION OR BYLAWS REQUIRE THE APPROVAL OF ATCC GLOBAL. PART VI, LINE 11B: THE FORM 990 IS PREPARED BY PRICEWATERHOUSECOOPERS LLP ("PWC"), BASED ON THE INFORMATION PROVIDED BY THE ORGANIZATION'S STAFF. THE BOARD OF DIRECTORS HAS DELEGATED THE REVIEW OF THE FORM 990 TO THE ATCC GLOBAL FINANCE AND AUDIT COMMITTEE. PRIOR TO FILING WITH THE IRS, THE FORM 990 IS MAILED TO THE ATCC GLOBAL FINANCE AND AUDIT COMMITTEE. ONCE THE FORM 990 IS REVIEWED BY THE COMMITTEE AND IS MADE AVAILABLE TO THE BOARD, PWC SIGNS AS PREPARER AND THE CHIEF FINANCIAL OFFICER SIGNS ON BEHALF OF THE ORGANIZATION. PART VI, LINE 12C: BIONEXUS HAS A CONFLICT OF INTEREST POLICY THAT REQUIRES OFFICERS AND DIRECTORS TO DISCLOSE ANNUALLY, INTERESTS THAT COULD GIVE RISE TO CONFLICTS. THIS POLICY IS CONSISTENTLY MONITORED AND ENFORCED. BOARD MEMBERS WHO HAVE A CONFLICT OF INTEREST DO NOT VOTE ON ANY MATTER RELATED TO THE ISSUE FOR WHICH THEY HAVE A POTENTIAL CONFLICT. CONFLICT OF INTEREST FORMS ARE DISTRIBUTED TO, AND SIGNED BY, THE MEMBERS OF THE BOARD, AND THEN RETURNED TO OUTSIDE COUNSEL FOR REVIEW. DISCLOSED CONFLICTS, IF ANY, ARE ASSESSED BY OUTSIDE COUNSEL, AND OUTSIDE COUNSEL ASSISTS WITH ANY NECESSARY FOLLOW UP ACTIVITIES. PART VI, LINE 19: THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. SCHEDULE A, PART IV, SECTION A, LINE 6: THE FOUNDATION ENTERED INTO A $1.4M GRANT WITH GLOBAL BIOLOGICAL STANDARDS INSTITUTE (GBSI) THAT DIRECTLY BENEFITTED THE FOUNDATION'S SUPPORTED ORGANIZATION, ATCC. GBSI'S MISSION COMPLEMENTS ATCC'S MISSION BY PROMOTING AND PRODUCING STANDARDS THAT OFFER SOLUTIONS TO LONG-STANDING PROBLEMS IN SCIENTIFIC RESEARCH. IN ADDITION, THREE OUT OF FOUR OF THE OFFICERS/BOARD OF MANAGERS OF GBSI ARE ALSO OFFICERS, BOARD MEMBERS, OR MANAGEMENT-LEVEL EMPLOYEES OF THE SUPPORTED ORGANIZATION. SCHEDULE A, PART IV, SECTION C, LINE 1: THE PRESIDENT/CEO OF ATCC, THE FOUNDATION'S SUPPORTED ORGANIZATION, ALSO SERVES AS THE PRESIDENT/CEO OF THE FOUNDATION, AND HE IS A BOARD MEMBER OF BOTH ENTITIES. THE OTHER OFFICERS OF THE FOUNDATION ARE ALL BOARD MEMBERS, OFFICERS, OR MANAGEMENT-LEVEL EMPLOYEES OF ATCC. IN ADDITION, ALL OF THE FOUNDATION'S BOARD MEMBERS ARE EITHER MEMBERS OF THE BOARD OF ATCC OR MANAGEMENT-LEVEL EMPLOYEES OF ATCC. THUS, ALL OF THE FOUNDATION'S OFFICERS AND DIRECTORS ARE AFFILIATED WITH THE FOUNDATION'S SUPPORTED ORGANIZATION, ATCC, WHICH ENSURES THAT CONTROL AND MANAGEMENT OF BIONEXUS FOUNDATION IS VESTED IN THE SAME PERSONS THAT CONTROL OR MANAGE ATCC. AMERICAN TYPE CULTURE COLLECTION 10801 UNIVERSITY BOULEVARD MANASSAS VA 20110 530196548 SCIENCE RSRCH DC 501(C)(3) 9 ATCC GLOBAL false ATCC GLOBAL 10801 UNIVERSITY BOULEVARD MANASSAS VA 20110 753159126 SUPPORT ATCC DC 501(C)(3) 11- TYPE II NA false GLOBAL BIOLOGICAL STANDARDS INST LLC 1020 19TH STREET NW WASHINGTON DC 20036 611705421 SCIENCE RSRCH DC 501(C)(3) 7 BIONEXUS FND true ATCC CELL SYSTEMS INC 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 541805129 LAB SERVICES VA ATCC GLOBAL C CORP 0 0 false false true true false false false false false false false false false false true true false true false false GLOBAL BIOLOGICAL STANDARDS INSTITUTE LLC B 1400000 COST