2023-11-01T11:01:37-05:00 2022-12-31 366055558 GRANT THORNTON LLP 75 STATE ST 13TH FLOOR BOSTON MA 02109 990 2022-01-01 391372542 VERSITI BLOOD RESEARCH INSTITUTE FOUNDATION INC VERS 4149335000 PO BOX 2178 MILWAUKEE WI 532012178 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 X CHRIS MISKEL PO BOX 2178 MILWAUKEE WI 532012178 21627815 0 X WWW.VERSITI.ORG X 1981 WI VERSITI BLOOD RESEARCH INSTITUTE FOUNDATION ADVANCES LIFE-SAVING BASIC AND CLINICAL BLOOD RESEARCH. 18 17 8 18 94061 85134 20248893 5771731 0 0 5467134 3173912 408976 673643 26125003 9619286 8297326 8276684 0 0 909289 934591 0 0 965549 278368 594140 9484983 9805415 16640020 -186129 138899953 123463060 52724 1144589 138847229 122318471 X (SEE SCHEDULE O) VERSITI BLOOD RESEARCH INSTITUTE FOUNDATION, INC. (VBRIF) WAS FORMED TO SUPPORT RESEARCH AND EDUCATIONAL ACTIVITIES RELATED TO BLOOD AT VERSITI WISCONSIN, INC., VERSITI ILLINOIS, INC., VERSITI INDIANA, INC. AND MICHIGAN BLOOD, INC. AND OTHER SIMILAR ENTITIES ENGAGED IN TRANSFUSION OR TRANSPLANT MEDICAL SERVICES OR RESEARCH. 0 0 8225170 8225170 VBRIF SUPPORTS BLOOD RESEARCH RELATED TO TRANSFUSION, TRANSLATIONAL, CLINICAL AND TRANSPLANT MEDICINE. 51514 51514 VBRIF SUPPORTS THE EFFORTS OF ITS SUPPORTED ORGANIZATIONS, WHICH FURTHER THE IMPORTANT CAUSES OF BLOOD AND ORGAN DONATIONS AND RESEARCH. 8276684 1 1 0 0 0 0 0 0 0 1 1 1 0 0 0 1 0 1 0 0 1 0 0 0 1 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 0 0 8 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 18 17 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 WI X X BRIAN MALANEY 4149335000 638 N 18TH STREET MILWAUKEE WI 532332121 X CHRIS MISKEL PRESIDENT & CEO 1.00 54.00 X X 0 1350746 50894 JULIA SYBURG CHAIR 1.00 0.00 X X 0 0 0 DIXON BENZ II VICE CHAIR 1.00 0.00 X X 0 0 0 ANDY ANDERSON MD SECRETARY 1.00 0.00 X X 0 0 0 GUY CRANE TREASURER 1.00 0.00 X X 0 0 0 SAM BRADT BOARD MEMBER 1.00 0.00 X 0 0 0 LOUISE CROWLEY BOARD MEMBER 1.00 0.00 X 0 0 0 WILLIAM CROWLEY BOARD MEMBER - AS OF 8/2022 1.00 0.00 X 0 0 0 EMERY HARLAN BOARD MEMBER 1.00 0.00 X 0 0 0 THOMAS HAUSKE JR BOARD MEMBER 1.00 5.00 X 0 0 0 LAURA HYLAND BOARD MEMBER 1.00 0.00 X 0 0 0 KATHY KLEIN BOARD MEMBER 1.00 0.00 X 0 0 0 ROBERT H MANEGOLD BOARD MEMBER 1.00 5.00 X 0 0 0 SUSAN PELZ BOARD MEMBER - THRU 3/2022 1.00 0.00 X 0 0 0 ABHISHEK PULAKANTI BOARD MEMBER - AS OF 8/2022 1.00 0.00 X 0 0 0 JOHN R RAYMOND SR MD BOARD MEMBER 1.00 0.00 X 0 0 0 JOHAN SEGERDAHL BOARD MEMBER 1.00 0.00 X 0 0 0 SUZY STEMPER BOARD MEMBER 1.00 0.00 X 0 0 0 MICHAEL H WHITE BOARD MEMBER 1.00 0.00 X 0 0 0 BART REUTER EVP & GENERAL COUNSEL 1.00 54.00 X 0 654113 60544 ANTHONY WATKINS EVP & CHIEF FINANCIAL OFFICER 1.00 43.00 X 0 588369 58277 KELLEY MCCASKILL VP OF PHILANTHROPY 54.00 1.00 X 192102 0 34839 MICHAEL DEININGER MD EVP & CHIEF SCIENTIFIC OFFICER 6.00 49.00 X 58951 530569 37160 ALBERTO G HUERTA DIRECTOR OF FDN DEVELOPMENT 54.00 1.00 X 104128 0 16651 355181 3123797 258365 2 0 1 0 0 4635 240222 4310000 1216874 225973 5771731 2580008 28797 2551211 693250 693250 12535036 11941132 593904 593904 65264 528640 47790 240222 67397 -19607 -19607 9619286 0 94061 3753494 8276684 8276684 289609 62667 226942 487779 108490 379289 21607 7156 14451 84699 25148 59551 50897 12656 38241 76932 76932 1300 1300 192946 192946 87894 78 87816 40438 2845 37593 57 57 27338 4137 23201 63979 63979 1050 200 850 6431 2791 3640 76993 76993 4145 4145 EQUIPMENT LEASE & MAINT 12104 790 11314 EMPLOYMENT 1646 1067 579 DUES & MEMBERSHIPS 887 887 9805415 8276684 563182 965549 X 0 0 11461516 9180588 2061344 1633243 12543389 159526 0 0 0 0 0 0 0 0 0 0 54657 46646 12156 8011 83017792 73994112 29782021 38487580 0 0 0 0 21735 0 138899953 123463060 52724 1144589 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 52724 1144589 X 131629213 114524341 7218016 7794130 138847229 122318471 138899953 123463060 X -186129 -16344218 1589 X 0 1 X 1 0 X X X 4 VERSITI WISCONSIN INC 390807235 7 1 8273184 0 VERSITI ILLINOIS INC 362179768 10 1 0 0 VERSITI MICHIGAN INC 381550001 10 1 0 0 VERSITI INDIANA INC 350991629 10 1 0 0 4 8273184 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 PART IV, SECTION C, LINE 1: MAJORITY OF DIRECTORS OR TRUSTEES A MAJORITY OF THE VBRIF BOARD OF DIRECTORS SERVE BY VIRTUE OF THEIR ROLE AT VERSITI, INC., VERSITI WISCONSIN, INC., VERSITI ILLINOIS, INC., VERSITI MICHIGAN, INC., OR VERSITI INDIANA, INC. WHICH SHARE A COMMON BOARD, OR AS ELECTED BY THE VERSITI WISCONSIN BOARD OF DIRECTORS. SENIOR MANAGEMENT PERSONNEL HAVE OVERSIGHT OVER THE SUPPORTING AND SUPPORTED ORGANIZATIONS. PART IV, SECTION A, LINE 6: VBRIF PROVIDED SUPPORT TO AN UNRELATED 501(C)(3) TAX EXEMPT ORGANIZATION, THE UNITED PERFORMING ARTS FUND, TO LESSEN THE ADMINISTRATIVE BURDEN OF VBRIF'S SUPPORTED ORGANIZATIONS. VBRIF DISTRIBUTED THE CHECK TO FURTHER SUPPORT THE MISSION OF ITS SUPPORTED ORGANIZATION, VERSITI WISCONSIN, INC. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 112901289 848275 -13361785 5620807 94766972 99612019 1371435 16077669 4159834 112901289 89992682 4494881 9457908 4333452 99612019 77632272 2512261 14163049 4314900 89992682 86045725 301738 -4472887 4242304 77632272 0.97880 0.02120 0 0 0 0 54657 46646 8011 0 8011 PRIVATE EQUITY FUNDS 11222466 F PARTNERSHIP INTERESTS 14532562 F REAL ESTATE FUNDS 8127598 F MUTUAL FUNDS 3768884 F EMERGING GROWTH FUNDS 836070 F 38487580 X -6854756 -16344218 -4275 -16348493 9493737 192946 -67397 125549 9619286 9674002 61533 61533 9612469 192946 192946 9805415 PART V, LINE 4: ENDOWMENTS THE BOARD DESIGNATED ENDOWMENT FUNDS ARE DESIGNATED BY THE BOARD AS ENDOWMENT FUNDS TO ENSURE THE CONTINUING AVAILABILITY OF FUNDS FOR RESEARCH PURPOSES. THE PERMANENT ENDOWMENT FUNDS ARE DESIGNATED BY THE DONOR AND ARE SUBJECT TO PURPOSE RESTRICTIONS. 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: PRESENT VALUE ADJUSTMNET: BENEFICIAL INTEREST -4,275. PART XI, LINE 4B - OTHER ADJUSTMENTS: FUNDRAISING EXPENSES REPORTED WITH REVENUE -67,397. PART XII, LINE 2D - OTHER ADJUSTMENTS: BAD DEBT RESERVE ADJUSTMENT -45,747. FUNDRAISING EXPENSES REPORTED WITH REVENUE 67,397. PLEDGE RECEIVABLE ADJUSTMENT 39,883. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 5640000 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS 117000 0 0 0 0 0 0 5757000 0 5757000 1 0 1 0 0 0 PART III ACCOUNTING METHOD: IMAGINE GALA 288012 240222 47790 22911 600 26166 17720 288012 240222 47790 22911 600 26166 17720 67397 -19607 1 VERSITI WISCONSIN INC 638 N 18TH ST MILWAUKEE WI 53233 390807235 501(C)(3) 7769373 0 RESEARCH VERSITI WISCONSIN INC 638 N 18TH ST MILWAUKEE WI 53233 390807235 501(C)(3) 436934 0 PROJECT RESEARCH VERSITI WISCONSIN INC 638 N 18TH ST MILWAUKEE WI 53233 390807235 501(C)(3) 51514 0 ORGAN PROJECTS VERSITI WISCONSIN INC 638 N 18TH ST MILWAUKEE WI 53233 390807235 501(C)(3) 15363 0 CLINICAL PROJECTS 1 PART I, LINE 2: PROCEDURE FOR MONITORING USE OF GRANT FUNDS INSIDE U.S. VBRIF PROVIDES GRANT FUNDING TO ITS SUPPORTED ORGANIZATIONS. THESE FUNDS ARE USED TO PROVIDE RESOURCES THAT WILL SUPPORT FUTURE TRANSFUSION MEDICINE AND TRANSPLANT RESEARCH. MONITORING THE INVESTMENT OF THESE FUNDS IS PERFORMED BY THE INVESTMENT COMMITTEE. THE DISTRIBUTIONS AND WHAT THESE ARE USED FOR ARE COMPLETED BY THE VICE PRESIDENT OF DEVELOPMENT AND EXEC VP & CFO. 0 0 0 1 1 1 1 1 0 CHRIS MISKEL PRESIDENT & CEO 0 745066 0 584010 0 21670 0 20500 0 30394 0 1401640 0 0 BART REUTER EVP & GENERAL COUNSEL 0 390248 0 241345 0 22520 0 21350 0 39194 0 714657 0 0 ANTHONY WATKINS EVP & CHIEF FINANCIAL OFFICER 0 365887 0 197842 0 24640 0 21350 0 36927 0 646646 0 0 MICHAEL DEININGER MD EVP & CHIEF SCIENTIFIC OFFICER 49510 445591 3353 30177 6088 54801 1606 14454 2110 18990 62667 564013 0 0 KELLEY MCCASKILL VP OF PHILANTHROPY 164319 0 26540 0 1243 0 12024 0 22815 0 226941 0 0 0 ALBERTO G HUERTA DIRECTOR OF FDN DEVELOPMENT 101714 0 2000 0 414 0 7269 0 9382 0 120779 0 0 0 PART I, LINE 3 TOP MANAGEMENT'S COMPENSATION VBRIF DOES NOT DIRECTLY COMPENSATE ITS EMPLOYEES OR OFFICERS; INSTEAD VBRIF RELIES ON ITS RELATED ENTITIES, VERSITI WISCONSIN, INC. AND VERSITI, INC., TO FACILITATE COMPENSATION OF VBRIF EMPLOYEES AND OFFICERS. VERSITI AND ITS AFFILIATED BLOOD CENTERS GREATLY VALUE THE GENEROUS CONTRIBUTIONS OF THE INDIVIDUALS AND ORGANIZATIONS THAT SUPPORT OUR MISSION WITHIN THE COMMUNITY WE SERVE. IN ORDER TO ENSURE PROPER STEWARDSHIP OF OUR CHARITABLE RESOURCES, VERSITI AND ITS AFFILIATES FOLLOW A FORMALIZED PROCESS TO CONFIRM THAT COMPENSATION PROVIDED TO OUR EXECUTIVE LEADERSHIP TEAM IS FAIR, REASONABLE, AND NOT EXCESSIVE WHEN COMPARED TO OTHER EXECUTIVES. THIS PROCESS ALSO HELPS US ENSURE THAT OUR COMPENSATION PROGRAM SUPPORTS THE RETENTION OF EXPERIENCED HIGHLY-QUALIFIED EXECUTIVES WHO ARE COMMITTED TO OUR MISSION. 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 VBRIF. 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 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 A QUALIFIED 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 TEH OVERALL DUE DILIGENCE PROCESS. VERSITI AND VERSITI WISCONSIN HAVE INCENTIVE PROGRAMS FOR EXECUTIVES, DIRECTORS, MANAGEMENT, INVESTIGATORS AND STAFF 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. -EXECUTIVES - THE BOARD OF DIRECTORS HAS DELAGATED TO THE VERSITI/VERSITI WISCONSIN 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. EXECUTIVES ARE POSITIONED WITHIN THE APPROPRIATE SALARY RANGE BASED UPON THE: -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 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. X 5 225973 FMV 0 1 0 PART I, COLUMN (B): METHOD USED VBRIF USES THE NUMBER OF CONTRIBUTIONS AS THE METHOD FOR DETERMINING THE AMOUNT IN COLUMN (B). FORM 990, PART VI, SECTION A, LINE 6 ORGANIZATION MEMBERS VBRIF HAS INDIVIDUAL VOTING MEMBERS CONSISTING OF THE DIRECTORS OF THIS CORPORATION, VBRIF DIRECTORS EMERITUS, INDIVIDUALS WHO WERE INDIVIDUAL MEMBERS OF THE VERSITI WISCONSIN, INC. ON DECEMBER 31, 2013, VERSITI WISCONSIN DIRECTORS EMERITUS, AND ANY OTHER INDIVIDUAL ELECTED TO MEMBERSHIP BY VERSITI WISCONSIN (VBRIF MEMBERS). THE VBRIF MEMBERS ARE INVITED TO ATTEND THE ANNUAL MEETING OF THE VBRIF BOARD OF DIRECTORS. VBRIF MEMBERS' VOTING RIGHTS ARE LIMITED TO THE ELECTION OF THE TYPE II DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7A REFER TO NARRATIVE LISTED IN LINE 6. FORM 990, PART VI, SECTION A, LINE 7B GOVERNANCE DECISIONS CERTAIN GOVERNANCE DECISIONS, INCLUDING AMENDING OF THE FILING ORGANIZATION'S BYLAWS, ARE SUBJECT TO APPROVAL BY THE VERSITI WISCONSIN, INC. BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW VBRIF 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 VBRIF 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 INCLUDE 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 CONFLICT EXIST. IDENTIFIED CONFLICTS ARE ADDRESSED IN ACCORDANCE WITH THE WRITTEN POLICY. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION PROCESS VBRIF DOES NOT DIRECTLY COMPENSATE ITS EMPLOYEES OR OFFICERS; INSTEAD VBRIF RELIES ON ITS RELATED ENTITIES, VERSITI WISCONSIN, INC. AND VERSITI, INC., TO FACILITATE COMPENSATION OF VBRIF EMPLOYEES AND OFFICERS. 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 TO THE PUBLIC 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. PART X, LINES 27 AND 28: UNRESTRICTED AND TEMPORARILY RESTRICTED NET ASSETS NET ASSETS WITHOUT DONOR RESTRICTIONS INCLUDE: BOARD-DESIGNATED ENDOWMENT FUNDS OF $92,757,212 AND UNRESTRICTED FUNDS OF $21,767,129. NET ASSETS WITH RESTRICTIONS INCLUDE: DONOR RESTRICTED ASSETS OF $5,768,932, TIME RESTRICTED ASSETS OF $15,437, AND PERMANENTLY RESTRICTED ENDOWMENT OF $2,009,760. FORM 990, PART XI, LINE 9: PRESENT VALUE ADJUSTMENT: BENEFICIAL INTEREST -4,275. BAD DEBT RESERVE ADJUSTMENT 45,747. PLEDGE RECEIVABLE ADJUSTMENT -39,883. VERSITI WISCONSIN INC PO BOX 2178 638 N 18TH ST MILWAUKEE WI 53233 390807235 BLOOD WI 501(C)(3) LINE 7 VERSITI 0 VERSITI INC PO BOX 2178 638 N 18TH ST MILWAUKEE WI 53233 454675354 SUPPORTING WI 501(C)(3) LINE 12B, II N/A 0 VERSITI ILLINOIS INC 1200 N HIGHLAND AVE AURORA IL 60506 362179768 BLOOD IL 501(C)(3) LINE 10 VERSITI 0 VERSITI MICHIGAN INC 1036 FULLER AVE NE GRAND RAPIDS MI 49503 381550001 BLOOD MI 501(C)(3) LINE 10 VERSITI 0 VERSITI INDIANA INC 3450 N MERIDIAN STREET INDIANAPOLIS IN 46208 350991629 BLOOD IN 501(C)(3) LINE 10 VERSITI 0 0 1 1 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 0