2023-11-01T11:04:13-05:00 2022-12-31 366055558 GRANT THORNTON LLP 75 STATE ST 13TH FLOOR BOSTON MA 02109 990 2022-01-01 350991629 VERSITI INDIANA INC VERS 3179165010 3450 NORTH MERIDIAN STREET INDIANAPOLIS IN 46208 CHRIS MISKEL PRESIDENT & CEO 4149335000 2023-10-31 1 CHRIS MISKEL 999009999 0 ERIN COUTURE P01390592 6177237900 2023-10-30 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z CHRIS MISKEL 638 N 18TH STREET MILWAUKEE WI 532332121 98528168 0 X WWW.VERSITI.ORG X 1952 IN (SEE SCHEDULE O)VERSITI INDIANA, INC. (VERSITI INDIANA) IS A BLOOD HEALTH INNOVATOR WHO ENHANCES LIVES THROUGH DISCOVERY, DIAGNOSIS AND TREATMENT. VERSITI EXPANDS THE FRONTIERS OF PATIENT HEALTH THROUGH THE INTEGRATION OF SCIENCE, MEDICINE AND SERVICE. 16 15 681 79 0 0 95232 15423 90410211 80959735 1055834 1913739 5094 0 91566371 82888897 1944677 46488 0 0 28446768 30080116 0 0 0 61511047 56451315 91902492 86577919 -336121 -3689022 52476329 44844226 9246868 8556131 43229461 36288095 X (SEE SCHEDULE O) STEWARDS OF INDIANA'S BLOOD SUPPLY, LINKING VOLUNTEER DONORS TO HOOSIER PATIENTS IN NEED BY RECRUITING, COLLECTING, PROCESSING, TESTING, LABELING AND DISTRIBUTING BLOOD TO HOSPITALS EVERY DAY. A COMMUNITY BLOOD PROGRAM, SUPPLYING FIRST IN INDIANA THEN WHEREVER THE LIFE-SAVINGRESOURCE IS NEEDED. 0 0 52916924 46488 56953498 VERSITI INDIANA, INC. (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 2022, 132,922 BLOOD UNITS WERE COLLECTED. VERSITI PROVIDES CLINICAL DIAGNOSTIC TESTING SERVICES TO HOSPITALS, PHYSICIAN OFFICES AND OTHER REFERENCE LABORATORIES. DURING 2022, 33,726 TESTS WERE PERFORMED. VERSITI MEDICAL SERVICES PROVIDES MEDICAL AND THERAPEUTIC SERVICES IN PARTNERSHIP WITH LOCAL HOSPITALS. DURING 2022, 80 THERAPEUTIC PROCEDURES WERE PERFORMED. 22256531 24006237 VERSITI DONOR TESTING LABORATORY PROVIDES INFECTIOUS DISEASE TESTING TO DETERMINE DONOR SUITABILITY AND PRODUCT SAFETY FOR VERSITI AFFILIATES AND OTHER BLOOD CENTER PARTNERS. DURING 2022, 8,152,035 TESTS WERE PERFORMED. 75173455 1 1 0 0 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 681 1 0 0 0 0 0 0 0 0 0 0 1 0 X 16 15 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 IN X BRIAN MALANEY 4149335000 638 N 18TH ST MILWAUKEE WI 532332121 X CHRIS MISKEL PRESIDENT & CEO 11.00 44.00 X X 270149 1080597 50894 THOMAS HAUSKE JR CHAIR 1.00 5.00 X X 0 0 0 FRED GEILFUSS VICE CHAIR; LEGAL ADVISOR 1.00 4.00 X X 0 0 0 SHERRY HUSA SECRETARY 1.00 4.00 X X 0 0 0 JOHN PERRAS TREASURER 1.00 4.00 X 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 GAIL HANSON BOARD MEMBER 1.00 4.00 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 RON MILLER 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 L ALAN WHALEY BOARD MEMBER 1.00 4.00 X 0 0 0 PETER ZIEGLER BOARD MEMBER 1.00 4.00 X 0 0 0 BRIAN BAUTISTA EVP & CHIEF OPERATING OFFICER 11.00 44.00 X 141562 566248 51630 BART REUTER EVP & GENERAL COUNSEL 11.00 44.00 X 130823 523290 60544 ANTHONY WATKINS EVP & CHIEF FINANCIAL OFFICER 9.00 35.00 X 117673 470696 58277 GITESH DUBAL EVP & CHIEF MARKETING OFFICER 11.00 44.00 X 119340 477363 52363 JAMES WEIDNER EVP & CHIEF HR OFFICER 11.00 44.00 X 93931 375723 50698 LYNNE BRIGGS VP & CHIEF INFORMATION OFFICER 11.00 44.00 X 85718 342868 58761 BRADLEY PIETZ EVP & CHIEF LABORATORY OFFICER 11.00 44.00 X 96082 384327 58097 DAN WAXMAN MD VP TRANSFUSION MEDICINE 11.00 44.00 X 84571 338287 38466 LORA POORE VP LABORATORY SERVICES 55.00 0.00 X 258718 0 39173 ALEXANDRA PIEPER VP & CHIEF QUALITY OFFICER 11.00 44.00 X 65487 261947 49780 JOSHUA J FIELD MD SR MED DIR(INT CH MED OFF)-THRU 4/22 0.00 55.00 X 0 138846 13788 MICHEAL DEININGER MD EVP & CHIEF SCIENTIFIC OFFICER 0.00 55.00 X 0 589520 37160 BARBARA BRYANT EVP & CHIEF MED OFF - AS OF 11/2022 0.00 55.00 X 0 195264 4469 JULIE CRUZ MD SENIOR MEDICAL DIRECTOR 55.00 0.00 X 355485 0 27379 PENNY SCHROEDER AVP & SR DR DONOR TESTING LABS 55.00 0.00 X 191342 0 9644 BETH HUGHES SENIOR CONSULTANT OF QUALITY 55.00 0.00 X 112282 0 9073 HEIDI E SEITZ REG MANAGER DONOR RECRUITMENT 55.00 0.00 X 116163 0 43943 HARRY R O'DELL DATABASE ANALYST 55.00 0.00 X 118523 0 28996 MARGARET MCELLIGOTT FORMER VP & CHIEF QUALITY OFFICER 11.00 44.00 X 63771 255081 30199 2421620 6000057 773334 25 1 1 0 SELZER-ORNST CONSTRUCTION COMPANY LLC 6222 W STATE ST WAUWATOSA WI 53213 CONTRACTOR 298534 NOW COURIER 111 E MCCARTY STREET INDIANAPOLIS IN 46225 DELIVERY SERVICES 294502 KEEN SECURITY & INVESTIGATIVE SERVICES L 1102 SELKIRK LANE INDIANAPOLIS IN 46260 SECURITY SERVICES 268920 INVITA HEALTHCARE TECHNOLOGIES 135 2ND AVENUE NORTH JACKSONVILLE FL 32250 SOFTWARE SUPPORT 258799 CREATIVE TESTING SOLUTIONS 2424 W ERIE DRIVE TEMPE AZ 85282 TESTING SERVICES 244320 10 709 12475 2239 15423 BLOOD SERVICES 900099 52521021 52521021 DONOR TESTING LABORATORY 621500 24006237 24006237 DIAGNOSTIC LABORATORIES 621500 4057014 4057014 MEDICAL SERVICES 962150 375463 375463 80959735 386201 386201 16884067 282742 15596159 43112 1287908 239630 1527538 1527538 82888897 80959735 0 1913739 36488 36488 10000 10000 1609128 649746 959382 69811 69811 22113310 20193090 1920220 1103427 993399 110028 3510303 3115145 395158 1674137 1467722 206415 11300 11300 3910 3910 1867427 1571579 295848 816899 131759 685140 359301 307831 51470 693329 537051 156278 2184604 1075670 1108934 1354112 1304399 49713 29726 16536 13190 234 234 1381216 832355 548861 85478 43217 42261 MEDICAL LAB SUPPLIES 27375401 27375401 COST OF IMPORTED PROD 12101649 12101649 VERSITI SEVICES ALLOC 6007753 1636932 4370821 EQUIPMENT LEASE/MAINT 1550788 1286057 264731 628188 487195 140993 86577919 75173455 11404464 0 0 0 0 0 0 0 15980902 10263073 0 0 0 0 432555 450834 3001543 2714705 460642 371310 39018235 28549987 9627618 10468248 22813646 19390628 0 0 0 0 0 0 159423 1185428 52476329 44844226 8910259 7525067 0 0 0 0 0 0 0 0 0 0 0 0 0 0 336609 1031064 9246868 8556131 X 42961650 36020284 267811 267811 43229461 36288095 52476329 44844226 X -3689022 -3298509 46165 X 0 1 X 1 0 X 32624 22067 117530 95232 15423 282876 67413846 75050266 85920324 90410211 80959735 399754382 67446470 75072333 86037854 90505443 80975158 400037258 0 39237398 43177371 52422716 4628286 5661269 145127040 39237398 43177371 52422716 4628286 5661269 145127040 254910218 490460 543845 470237 513241 386201 2403984 490460 543845 470237 513241 386201 2403984 52797 99111 92393 5094 249395 67989727 75715289 86600484 91023778 81361359 402690637 0.63300 0.53130 0.00600 0.00640 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: PATRONAGE DIVIDENDS - 2018 AMOUNT: $ 52,600. 2019 AMOUNT: $ 84,207. 2020 AMOUNT: $ 92,386. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. MISCELLANEOUS INCOME - 2018 AMOUNT: $ 197. 2019 AMOUNT: $ 14,904. 2020 AMOUNT: $ 7. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. CREDIT CARD REBATES - 2018 AMOUNT: $ 0. 2019 AMOUNT: $ 0. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 5,094. 2022 AMOUNT: $ 0. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 60355 60355 60355 60355 60355 60355 60355 60355 60313 42 60355 1.00000 0 0 1345786 1345786 18190197 15182369 3007828 1360342 838475 521867 12975908 9654521 3321387 5146002 2874622 2271380 10468248 LEASE LIABILITY 816524 LONG TERM RETIREMENT LIABILITIES 214540 1031064 X 79256285 -3298509 -90563 -3389072 82645357 3910 239630 243540 82888897 86197651 -285795 -285795 86483446 3910 90563 94473 86577919 PART V, LINE 4: ENDOWMENTS THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS IS TO PERPETUATE THE MISSION OF VERSITI INDIANA, INC. ADDITIONALLY, THE FILING ORGANIZATION IS A BENEFICIARY OF THE VERSITI BLOOD RESEARCH INSTITUTE FOUNDATION'S ("VBRIF") ENDOWMENT AS A SUPPORTED ORGANIZATION. THE VBRIF BOARD DESIGNATED ENDOWMENT FUNDS ARE DESIGNATED BY THE BOARD AS ENDOWMENT FUNDS TO ENSURE THE CONTINUING AVAILABILITY OF FUNDS FOR RESEARCH PURPOSES. THE AMOUNT OF THE VBRIF TOTAL ENDOWMENT AS OF 12/31/2022 WAS $94,766,972 AND WAS ALL BOARD RESTRICTED. 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 MAY BE 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. SALUS HAS BEEN ORGANIZED AS A LIMITED LIABILITY COMPANY AND, ACCORDINGLY, IS NOT SUBJECT TO FEDERAL OR STATE INCOME TAXES. ALL INCOME TAX ATTRIBUTES OF THE ENTITY ARE PASSED THROUGH TO ITS SOLE MEMBER, WISCONSIN. THE ENTITY IS, HOWEVER, SUBJECT TO TEXAS FRANCHISE TAX. THE ENTITY IS INCLUDED IN THE CONSOLIDATED INFORMATION RETURN FILED BY VERSITI. CENETRON HAS BEEN ORGANIZED AS A WHOLLY OWNED LLC THAT HAS ELECTED TO BE TREATED AS A C-CORPORATION FOR TAX PURPOSES AND SO IS SUBJECT TO FEDERAL AND STATE INCOME TAXES. INCOME TAXES ARE PROVIDED FOR THE TAX EFFECTS OF TRANSACTIONS REPORTED BY CENETRON AND CONSIST OF TAXES CURRENTLY DUE AND DEFERRED TAXES. DEFERRED TAXES ARE RECOGNIZED FOR DIFFERENCES BETWEEN THE BASIS OF ASSETS AND LIABILITIES FOR FINANCIAL STATEMENT AND INCOME TAX PURPOSES. THE DIFFERENCES RELATE PRIMARILY TO INTANGIBLE ASSETS. THE DEFERRED TAX ASSETS AND LIABILITIES REPRESENT THE FUTURE TAX RETURN CONSEQUENCES OF THOSE DIFFERENCES, WHICH WILL EITHER BE TAXABLE OR DEDUCTIBLE WHEN THE ASSETS AND LIABILITIES ARE RECOVERED OR SETTLED. CENETRON IS SUBJECT TO TAXATION IN THE UNITED STATES AND THE STATE OF TEXAS. 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, 2022 AND 2021. PART XI, LINE 2D - OTHER ADJUSTMENTS: SERVICE ALLOCATION REPORTED WITH EXPENSE -90,563. PART XI, LINE 4B - OTHER ADJUSTMENTS: GAIN ON DISPOSITION OF FIXED ASSETS 239,630. PART XII, LINE 2D - OTHER ADJUSTMENTS: GAIN ON DISPOSITION OF FIXED ASSETS -239,630. BAD DEBT RESERVE ADJUSTMENT -46,165. PART XII, LINE 4B - OTHER ADJUSTMENTS: SERVICE ALLOCATION REPORTED WITH REVENUE 90,563. 1 INDIANA SPORTS CORPORATION 115 W WASHINGTON STREET SUITE 1400 SOUTH TOWER INDIANAPOLIS IN 46204 310975117 501(C)(3) 7000 0 GENERAL SUPPORT 1 SCHOLARSHIPS 2 10000 PART I, LINE 2: PROCEDURE FOR MONITORING USE OF GRANT FUNDS INSIDE U.S. FROM TIME TO TIME, VERSITI INDIANA 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 IF CERTAIN CRITERIA ARE MET. THE SCHOLARSHIPS ARE SENT TO THE COLLEGE, OR UNIVERSITY WHERE THE STUDENT IS ENROLLED. 0 0 0 1 1 1 1 1 0 CHRIS MISKEL PRESIDENT & CEO 149013 596053 116802 467208 4334 17336 4100 16400 6078 24316 280327 1121313 0 0 BRIAN BAUTISTA EVP & CHIEF OPERATING OFFICER 89071 356284 48237 192948 4254 17016 3954 15814 6372 25490 151888 607552 0 0 BART REUTER EVP & GENERAL COUNSEL 78050 312198 48269 193076 4504 18016 4270 17080 7838 31356 142931 571726 0 0 GITESH DUBAL EVP & CHIEF MARKETING OFFICER 71924 287698 43080 172321 4336 17344 4100 16400 6372 25491 129812 519254 0 0 ANTHONY WATKINS EVP & CHIEF FINANCIAL OFFICER 73177 292710 39568 158274 4928 19712 4270 17080 7385 29542 129328 517318 0 0 MICHEAL DEININGER MD EVP & CHIEF SCIENTIFIC OFFICER 0 495101 0 33530 0 60889 0 16060 0 21100 0 626680 0 0 BRADLEY PIETZ EVP & CHIEF LABORATORY OFFICER 55528 222112 35936 143744 4618 18471 4163 16651 7457 29826 107702 430804 0 0 JAMES WEIDNER EVP & CHIEF HR OFFICER 59834 239336 29049 116196 5048 20191 4270 17080 5870 23478 104071 416281 0 0 LYNNE BRIGGS VP & CHIEF INFORMATION OFFICER 60249 240993 24363 97450 1106 4425 4880 19520 6872 27489 97470 389877 0 0 DAN WAXMAN MD VP TRANSFUSION MEDICINE 70457 281828 10310 41240 3804 15219 3032 12128 4662 18644 92265 369059 0 0 JULIE CRUZ MD SENIOR MEDICAL DIRECTOR 328940 0 24460 0 2085 0 13553 0 13826 0 382864 0 0 0 ALEXANDRA PIEPER VP & CHIEF QUALITY OFFICER 57662 230649 0 0 7825 31298 4100 16400 5856 23424 75443 301771 0 0 MARGARET MCELLIGOTT FORMER VP & CHIEF QUALITY OFFICER 31101 124405 27776 111104 4894 19572 2885 11538 3155 12621 69811 279240 0 0 LORA POORE VP LABORATORY SERVICES 221131 0 33960 0 3627 0 11566 0 27607 0 297891 0 0 0 PENNY SCHROEDER AVP & SR DR DONOR TESTING LABS 170700 0 18750 0 1892 0 8535 0 1109 0 200986 0 0 0 BARBARA BRYANT EVP & CHIEF MED OFF - AS OF 11/2022 0 76464 0 50000 0 68800 0 4119 0 350 0 199733 0 0 HEIDI E SEITZ REG MANAGER DONOR RECRUITMENT 86067 0 29559 0 537 0 6356 0 37587 0 160106 0 0 0 JOSHUA J FIELD MD SR MED DIR(INT CH MED OFF)-THRU 4/22 0 93924 0 27220 0 17702 0 4534 0 9254 0 152634 0 0 PART I, LINE 3 TOP MANAGEMENT'S COMPENSATION THE EXECUTIVE COMMITTEE OF THE VERSITI BOARD OF DIRECTORS, ACTING IN ITS CAPACITY AS THE COMPENSATION COMMITTEE, SETS AND MONITORS THE COMPENSATION PHILOSOPHY FOR VERSITI AND THE RELATED ENTITIES THAT IT SUPPORTS, INCLUDING VERSITI INDIANA. 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, ONE MEMBER OF THE COMMITTEE RECUSES HIMSELF FROM DISCUSSIONS AND APPROVALS RELATED TO COMPENSATION; IN ADDITION, THE VERSITI PRESIDENT AND CHIEF EXECUTIVE OFFICER RECUSES HER/HIMSELF FROM ALL DISCUSSIONS AND APPROVALS RELATED TO HER/HIS COMPENSATION. THE VERSITI EXECUTIVE COMMITTEE REVIEWS VERSITI INDIANA 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 AND VERSITI INDIANA HAVE 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 VERSITI/VERSITI INDIANA 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 VERSITI/VERSITI INDIANA 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, LINES 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 DETERMINED, IN PART, ON THE CONSOLIDATED REVENUE AND NET EARNING 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 VI, SECTION A, LINE 6 MEMBERS OR STOCKHOLDERS VERSITI, INC. (A 501(C)(3) ORGANIZATION) IS THE SOLE VOTING 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 INDIANA UTILIZES GRANT THORNTON LLP 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 INDIANA 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 VERSITI BOARD OF DIRECTORS, ACTING IN ITS CAPACITY AS THE COMPENSATION COMMITTEE, SETS AND MONITORS THE COMPENSATION PHILOSOPHY FOR VERSITI AND THE RELATED ENTITIES THAT IT SUPPORTS, INCLUDING VERSITI INDIANA. FORM 990, PART VI, SECTION C, LINE 19 ORGANIZATION'S DOCUMENTS OPEN TO THE PUBLIC THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE 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 EXECUTIVE TEAM. EACH INDIVIDUAL PERSON'S WEEKLY TALLY MAY BE GREATER OR LESSER PER WEEK BASED ON THEIR INDIVIDUAL ROLES AND RESPONSIBILITIES WITHIN THE FILING ORGANIZATION AND RELATED PARTIES. FORM 990, PART XI, LINE 9: BAD DEBT RESERVE ADJUSTMENT 46,165. 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 ILLINOIS INC 1200 N HIGHLAND AVE AURORA IL 60506 362179768 BLOOD IL 501(C)(3) LINE 10 VERSITI 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 0 0