2025-11-05T12:48:07-06:00 2024-12-31 521446779 JOHNSON LAMBERT LLP 4242 SIX FORKS ROAD SUITE 1500 RALEIGH NC 27609 990 2024-01-01 522337019 HEALTH AND ENVIRONMENTAL SCIENCES INSTITUTE HEAL 2026598404 740 15TH STREET NW 600 WASHINGTON DC 20005 SYRIL PETTIT EXECUTIVE DIRECTOR 2026598404 2025-11-04 1 0 J CALVIN MARKS P01226973 9197196400 2024 2025-03-06 01:10:19Z HESI SYRIL PETTIT 740 15TH STREET NW 600 WASHINGTON DC 20005 7244807 0 X WWW.HESIGLOBAL.ORG X 2001 DC THE HEALTH AND ENVIRONMENTAL SCIENCES INSTITUTE (HESI) IS A NONPROFIT INSTITUTION WHOSE MISSION IS TO ENGAGE SCIENTISTS FROM ACADEMIA, GOVERNMENT, INDUSTRY, NONPROFIT, AND OTHER RESEARCH INSTITUTIONS TO IDENTIFY AND RESOLVE GLOBAL HEALTH AND ENVIRONMENTAL ISSUES. 32 32 17 300 0 0 6213200 5652715 10876 700 122292 253014 0 0 6346368 5906429 1293517 996017 0 0 2300256 2446952 0 0 88097 2910407 2397495 6504180 5840464 -157812 65965 10423827 10839257 3872730 3958978 6551097 6880279 X THE HEALTH AND ENVIRONMENTAL SCIENCES INSTITUTE (HESI) IS A NONPROFIT INSTITUTION WHOSE MISSION IS TO ENGAGE SCIENTISTS FROM ACADEMIA, GOVERNMENT, INDUSTRY, NONPROFIT, AND OTHER RESEARCH INSTITUTIONS TO IDENTIFY AND RESOLVE GLOBAL HEALTH AND ENVIRONMENTAL ISSUES. 0 0 857866 EMERGING SYSTEMS TOXICOLOGY FOR THE ASSESSMENT OF RISK (ESTAR): THE MISSION OF THIS COMMITTEE IS TO DEVELOP AND DELIVER INNOVATIVE SYSTEMS TOXICOLOGY APPROACHES FOR RISK ASSESSMENT. THIS INCLUDES THE ADOPTION OF NEW TRANSLATIONAL AND PREDICTIVE TOOLS THAT GUIDE DECISION-MAKING BASED ON MECHANISTIC UNDERSTANDING OF TOXICOLOGICAL RESPONSE, ENGAGING THE GLOBAL SCIENTIFIC COMMUNITY TO PROMOTE INTERNATIONAL ACCEPTANCE OF GENOMIC BIOMARKERS FOR DECISION-MAKING, AND IDENTIFYING AND CHARACTERIZING BIOFLUID AND TISSUE-BASED GENOMIC BIOMARKERS FOR TOXICOLOGY. THE COMMITTEE HAS SIX ACTIVE PROJECTS, INCLUDING THE OMICS FOR ASSESSING SIGNATURES FOR INTEGRATED SAFETY (OASIS) CONSORTIUM, WHICH IS INVESTIGATING THE USE OF CELL PAINTING AND TRANSCRIPTOMICS FROM IN VITRO MODELS AND COMPARING THEM TO EXISTING RAT IN VIVO DATA. ANOTHER PROJECT IS EVALUATING THE USE OF ERROR CORRECTED SEQUENCING TO DETECT CLONAL EXPANSION INDUCED BY NON-GENOTOXIC CARCINOGENS. EXISTING PROJECTS HAVE MADE GREAT PROGRESS. THE TGX-DDI PROJECT COMPLETED ITS MULTI-SITE TRIAL FOR QUALIFICATION, SUBMITTED A FINAL PACKAGE TO THE FDA BIOMARKER QUALIFICATION PROGRAM, AND SUBMITTED A MANUSCRIPT SUMMARIZING THE RING TRIAL. THE COMMITTEE PUBLISHED THREE MANUSCRIPTS BY END OF YEAR AND HAS PRESENTED AT FOUR SCIENTIFIC MEETINGS. 626945 3835 CARDIAC SAFETY TECHNICAL COMMITTEE: THE MISSION OF THE CARDIAC SAFETY TECHNICAL COMMITTEE IS TO IMPROVE PUBLIC HEALTH BY REDUCING UNANTICIPATED CARDIOVASCULAR-RELATED ADVERSE EFFECTS FROM DRUGS OR CHEMICALS AND DEVELOP INNOVATIVE APPROACHES TO SUPPORT EARLY DETECTION AND PREDICTION AS WELL AS IMPROVED UNDERSTANDING OF CARDIOVASCULAR TOXICOLOGY AND PATHOBIOLOGY. IN 2024, THE COMMITTEE CONTINUED TO SPONSOR PROJECTS ADDRESSING CARDIOVASCULAR SAFETY TESTING, PUBLISHED SIX SCIENTIFIC MANUSCRIPTS IN A PEER-REVIEWED TECHNICAL JOURNAL BASED ON THE COMMITTEE'S RESEARCH AND PRESENTED 4 TIMES AT PUBLIC SCIENTIFIC MEETINGS. AN ADDITIONAL 4 MANUSCRIPTS ARE IN PROGRESS. KEY PROJECTS INCLUDED CONTINUATION OF A NEW STUDY TO EXPLORE DRUG-INDUCED BLOOD PRESSURE CHANGES, A STUDY TO IDENTIFY BIOMARKERS OF BLEEDING DISORDERS, PROJECT PLANNING TO EXPLORE CARDIAC FUNCTION AND SODIUM CHANNEL BLOCK, AND COMPLETION OF DATA ANALYSIS FOR A NEW STUDY TO EXPLORE USE OF CARDIAC STEM CELLS TO PREDICT TOXICITY. THE COMMITTEE ALSO COMPLETED THEIR SUPPORT OF ONE GRANT AWARDED THROUGH FDA AND NIH IN SUPPORT OF A STRATEGIC FRAMEWORK TO ENHANCE THE USE OF MECHANISTIC STUDIES TO PREDICT POTENTIAL CARDIAC RISKS FOR PHARMACEUTICALS. A SECOND GRANT THROUGH FDA AND NIH CONTINUED WORK ASSESSING VARIABILITY AND REPRODUCIBILITY IN ASSAYS TO TEST FOR DRUG INDUCED CARDIAC TOXICITY. THE GRANT INCLUDES SUBCONTRACTS AT SEVERAL LABORATORIES IN THE US AND EUROPE. 419991 26670 GENETIC TOXICOLOGY TECHNICAL COMMITTEE: THE GENETIC TOXICOLOGY TECHNICAL COMMITTEE (GTTC) ADVANCES THE INTERPRETATION AND APPLICATION OF GENETIC TOXICOLOGY TESTING TO IMPROVE HUMAN HEALTH RISK ASSESSMENT AND FOSTER INNOVATIVE TESTING STRATEGIES. WITH NINE WORKING GROUPS AND 28 PROJECT TEAMS, GTTC COORDINATES COLLABORATIVE RESEARCH BY PRIORITIZING, DESIGNING, AND EXECUTING APPLIED GENETIC TOXICOLOGY STUDIES. THE COMMITTEE SUPPORTS EXTERNAL WORKSHOPS ON CRITICAL TOPICS SUCH AS NITROSAMINE TESTING AND QUANTITATIVE DOSERESPONSE ANALYSIS, FUNDS NOVEL EXPERIMENTAL STUDIES (E.G., TO EVALUATE AND OPTIMIZE SEQUENCING AND ASSAY METHODS), AND LEADS EDUCATION AND OUTREACH INITIATIVES. GTTC ALSO PROVIDES PROFESSIONAL DEVELOPMENT THROUGH COMPETITIVE TRAVEL AND TRAINING AWARDS THAT SUPPORT EARLY-CAREER SCIENTISTS IN BUILDING SKILLS, PRESENTING RESEARCH, AND ENGAGING WITH THE SCIENTIFIC COMMUNITY. 2882044 965512 700 BOTANICAL SAFETY CONSORTIUM; IMMUNOTOXICOLOGY; PROTEIN ALLERGENICITY; ECO RISK; DEV & REPRODUCTIVE TOX; THRIVE; CT TRACS; PROTAC; UVCB; ENV EPI RA; ACSA 2; PB/PK; COMMUNICATIONS AND OUTREACH; GRATC; CORA OTOTOXICITY; EMERGING ISSUES CMTE; ADC; CEEH/CTS; RA 21ST CENTURY; NEOUROTOX BIOMARKERS; ANNUAL MEETING; PROG STRATEGY & STEWARDSHIP; EXTERNAL ADVISORY; PROMETHIUS BIOME; BIOACCUMULATION; NA FACTS; FAST FUND; HESI HELPS. 2882044 965512 700 4786846 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 1 1 0 0 0 1 1 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 10 0 1 17 1 0 0 0 0 0 0 0 0 0 0 0 0 X 32 32 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 0 0 CA CT DC IL MD MA MI MN NJ NY NC OH PA VA WI X CARYLTON GANONG 2026598404 740 15TH STREET NW 600 WASHINGTON DC 20005 DR SYRIL PETTIT EXECUTIVE DIRECTOR 37.50 X 323669 0 23357 MS BETH-ELLEN BERRY CHIEF FINANCIAL OFFICER 10.00 X 220749 0 20631 DR MICHELLE EMBRY ASSOCIATE DIRECTOR 37.50 X 211284 0 16156 DR RAEGAN O'LONE SR. PROGRAM ADVISOR 37.50 X 153639 0 22320 DR CONNIE JIANG SR. SCIENTIFIC PROGRAM MGR 37.50 X 145791 0 29240 DR SANDRINE DEGLIN SR. SCIENTIFIC PROGRAM MGR 37.50 X 140350 0 20946 MS JENNIFER PIERSON ASSOC. DIR. PROGRAM DEV & RES 37.50 X 144194 0 13981 DR LUCILIA PEREIRA MOURIES SR. SCIENTIFIC PROGRAM MGR 37.50 X 132555 0 10547 DR CAROLE L YAUK CHAIR 2.00 X X 0 0 0 PROF RUTH A ROBERTS PAST-CHAIR 2.00 X X 0 0 0 DR NINA HALLMARK VICE-CHAIR 2.00 X X 0 0 0 DR GARY MINSAVAGE PRESIDENT 2.00 X X 0 0 0 DR ANTHONY HOLMES PAST-PRESIDENT 2.00 X X 0 0 0 DR WARREN M CASEY VICE-PRESIDENT 2.00 X X 0 0 0 DR JOSE E MANAUTOU TREASURER 2.00 X X 0 0 0 DR KARISSA ADKINS TRUSTEE 2.00 X 0 0 0 DR TARA BARTON-MACLAREN TRUSTEE (FROM JUN '24) 2.00 X 0 0 0 DR ROGER CHAMMAS TRUSTEE 2.00 X 0 0 0 DR MYRTLE DAVIS TRUSTEE 2.00 X 0 0 0 DR DORIT DONOVIEL TRUSTEE 2.00 X 0 0 0 DR DAVID L EATON TRUSTEE 2.00 X 0 0 0 DR PATRICIA ESCOBAR TRUSTEE 2.00 X 0 0 0 DR MICK FELLOWS TRUSTEE (FROM JUN '24) 2.00 X 0 0 0 DR ROLAND FROETSCHL TRUSTEE (FROM JUN '24) 2.00 X 0 0 0 DR SARAH A HUGHES TRUSTEE 2.00 X 0 0 0 DR YASU KANDA TRUSTEE (FROM JUN '24) 2.00 X 0 0 0 DR ROBERT LANDSIEDEL TRUSTEE (FROM JUN '24) 2.00 X 0 0 0 DR JESSICA LAROCCA TRUSTEE 2.00 X 0 0 0 DR ELISE MADISON LEWIS TRUSTEE 2.00 X 0 0 0 DR ADAM LILLICRAP TRUSTEE 2.00 X 0 0 0 DR GRAEME MOFFAT TRUSTEE 2.00 X 0 0 0 DR ELIANA ROSA MUNARRIZ TRUSTEE 2.00 X 0 0 0 DR ROSE OMARI TRUSTEE 2.00 X 0 0 0 DR GLADYS OUEDRAOGO TRUSTEE (FROM JUN '24) 2.00 X 0 0 0 DR MARC PALLARDY TRUSTEE 2.00 X 0 0 0 DR TRACEY L PAPENFUSS TRUSTEE (TO JUN '24) 2.00 X 0 0 0 DR STEFAN PFUHLER TRUSTEE 2.00 X 0 0 0 DR HANS SANDERSON TRUSTEE 2.00 X 0 0 0 DR YUKO SEKINO TRUSTEE (TO JUN '24) 2.00 X 0 0 0 DR JUSTIN TEEGUARDEN TRUSTEE 2.00 X 0 0 0 DR JEAN-PIERRE VALENTIN TRUSTEE 2.00 X 0 0 0 DR MARTIN VAN DEN BERG TRUSTEE 2.00 X 0 0 0 DR DOUGLAS C WOLF TRUSTEE (TO JUN '24) 2.00 X 0 0 0 1472231 0 157178 11 0 1 1 NANOTOOLS BIOSCIENCE 9500 GILMAN DR LA JOLLA CA 92093 CONTRACT RESEARCH 171900 B'SYS GMBH BENKENSTRASSE 254 4108 WITTERSWIL SZ CONTRACT RESEARCH 125952 2 1509028 627607 3516080 5652715 REGISTRATIONS 900099 700 700 700 266979 266979 1324413 1338378 -13965 -13965 -13965 5906429 700 0 253014 802394 802394 193623 193623 574466 419613 110589 44264 1532092 1378411 143847 9834 110932 96628 12267 2037 72167 61832 8579 1756 157295 134412 18907 3976 58793 58793 17820 17820 21231 7147 4684 9400 138828 41039 97789 45043 34239 10804 328753 280916 39525 8312 325437 270763 51443 3231 116893 95832 20711 350 18905 18905 RESEARCH SUPPORT 699807 699807 SHARED SERVICES 522661 166866 350858 4937 PUBLICATIONS 103324 103324 5840464 4786846 965521 88097 355231 714320 33989 21662 224361 131470 68030 10000 10092 21971 166257 96507 0 69750 7852631 8263367 1879493 1606717 10423827 10839257 1074652 1304120 685388 836593 2112690 1818265 3872730 3958978 X 6391097 6611028 160000 269251 6551097 6880279 10423827 10839257 65965 263217 0 X 0 1 X 1 0 X 4595445 4461455 4887207 6213200 5652715 25810022 4595445 4461455 4887207 6213200 5652715 25810022 1769722 24040300 108534 123898 134419 229491 266979 863321 26673343 27219 0.90130 0.90230 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 166257 96507 69750 69750 RIGHT OF USE ASSET - OPERATING LEASE 1498703 DEPOSITS 108014 1606717 OPERATING LEASE LIABILITY 1743795 PAYABLE UNDER SHARED SERVICE AGREEMENT 74470 1818265 X 6151826 263217 263217 5888609 17820 17820 5906429 5822644 0 5822644 17820 17820 5840464 PART X, LINE 2: HESI DOES NOT HAVE ANY UNCERTAIN TAX POSITIONS THAT ARE MATERIAL TO THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 AND 2023. 1 EUROPE 0 0 GRANTMAKING; PROGRAM ACTIVITIES SCIENTIFIC RESEARCH 308000 NORTH AMERICA 0 0 GRANTMAKING SCIENTIFIC RESEARCH 60097 EAST ASIA 0 0 GRANTMAKING; PROGRAM ACTIVITIES SCIENTIFIC RESEARCH 22000 SOUTH AMERICA 0 0 PROGRAM ACTIVITIES SCIENTIFIC RESEARCH 3000 0 0 0 0 0 0 393097 0 393097 NORTH AMERICA RESEARCH GRANT 60097 WIRE 0 EUROPE THRIVE RESEARCH GRANT 52386 WIRE 0 EUROPE RESEARCH GRANT 29970 WIRE 0 EAST ASIA TRAVEL FELLOWSHIPS 12000 WIRE 0 EUROPE RESEARCH GRANT 11150 WIRE 0 EUROPE CONTRIBUTION 7500 WIRE 0 EUROPE RESEARCH GRANT 6520 WIRE 0 7 0 0 0 0 0 0 0 PART I, LINE 2: HEALTH AND ENVIRONMENTAL SCIENCES INSTITUTE REQUIRES SIGNED AGREEMENTS THAT SPECIFY COMPLIANCE REPORTING OR OTHER COMMUNICATION REQUIREMENTS. STAFF MONITOR PROJECTS TO ENSURE FUNDS ARE USED FOR THE INTENDED PURPOSE. 1 BROAD INSTITUTE 415 MAIN ST CAMBRIDGE MA 02142 263428781 501(C)3 576000 0 CONTRIBUTION UNIVERSITY OF KANSAS 3901 RAINBOW BLVD MS 1039 KANSAS CITY KS 66160 480680117 501(C)3 64200 0 RESEARCH GRANT ALBERT EINSTEIN COLLEGE OF MEDICINE 1300 MORRIS PARK AVE BRONX NY 10461 830621846 501(C)3 37750 0 THRIVE RESEARCH GRANT MASSACHUSETTS GENERAL HOSPITAL 55 FRUIT ST BOSTON MA 02114 042697983 501(C)3 37750 0 THRIVE RESEARCH GRANT UNIVERSITY OF UTAH 201 S PRESIDENTS CIRCLE SALT LAKE UT 84112 876000525 501(C)3 37750 0 THRIVE RESEARCH GRANT TERATOLOGY SOCIETY 1821 MICHAEL FARADAY DR STE 300 RESTON VA 20190 520962081 501(C)3 15000 0 ANNUAL MEETING SPONSOR UNIVERSITY OF TEXAS MD ANDERSON CANCER CENTER 1515 HOLCOMBE BLVD HOUSTON TX 77030 746001118 501(C)3 12476 0 THRIVE RESEARCH GRANT SOCIETY OF ENVIRONMENTAL TOXICOLOGY AND CHEMISTRY OF NORTH AMERICA 229 SOUTH BAYLEN ST PENSACOLA FL 32502 371482800 501(C)3 7500 0 CONTRIBUTION 8 0 PART I, LINE 2: HEALTH AND ENVIRONMENTAL SCIENCES INSTITUTE REQUIRES SIGNED AGREEMENTS THAT SPECIFY COMPLIANCE REPORTING OR OTHER COMMUNICATION REQUIREMENTS. STAFF MONITOR PROJECTS TO ENSURE FUNDS ARE USED FOR THE INTENDED PURPOSE. X X X X 0 0 0 0 0 0 0 0 0 DR SYRIL PETTIT EXECUTIVE DIRECTOR 314471 0 2500 0 6698 0 22013 0 1344 0 347026 0 0 0 MS BETH-ELLEN BERRY CHIEF FINANCIAL OFFICER 214635 0 0 0 6114 0 15048 0 5583 0 241380 0 0 0 DR MICHELLE EMBRY ASSOCIATE DIRECTOR 208554 0 0 0 2730 0 14812 0 1344 0 227440 0 0 0 DR RAEGAN O'LONE SR. PROGRAM ADVISOR 153189 0 0 0 450 0 10400 0 11920 0 175959 0 0 0 DR CONNIE JIANG SR. SCIENTIFIC PROGRAM MGR 139099 0 3500 0 3192 0 10187 0 19053 0 175031 0 0 0 DR SANDRINE DEGLIN SR. SCIENTIFIC PROGRAM MGR 137400 0 2500 0 450 0 9769 0 11177 0 161296 0 0 0 MS JENNIFER PIERSON ASSOC. DIR. PROGRAM DEV & RES 143894 0 0 0 300 0 10120 0 3861 0 158175 0 0 0 FORM 990, PART VII, SECTION A, LINE 5: BETH-ELLEN BERRY, HESI'S CFO, WAS COMPENSATED A TOTAL OF $241,380 BY NPO SERVICES. NPO SERVICES PROVIDES ACCOUNTING, LEGAL, HR, IT AND GENERAL BUSINESS SERVICES THROUGH A SHARED SERVICES ARRANGEMENT TO A GROUP OF NONPROFIT SCIENTIFIC ORGANIZATIONS CO-LOCATED IN WASHINGTON DC OFFICE SPACE. FORM 990, PART VI, SECTION A, LINE 6 MEMBERS OF THE ASSEMBLY INCLUDE: (A) INDIVIDUALS AFFILIATED WITH PUBLIC SECTOR ORGANIZATIONS, WHO ARE ENROLLED ON A ROSTER OF ACTIVE PARTICIPANTS IN HESI'S SCIENTIFIC COMMITTEES OR HESI'S EMERGING ISSUES COMMITTEE, OR WHO ARE MEMBERS OF HESI'S BOARD OF TRUSTEES; (B) ONE INDIVIDUAL DESIGNATED BY EACH SPONSOR AS AN OFFICIAL REPRESENTATIVE; AND (C) INDIVIDUALS AFFILIATED WITH A SPONSOR WHO ARE ENROLLED ON A ROSTER OF ACTIVE PARTICIPANTS IN HESI'S SCIENTIFIC COMMITTEES OR HESI'S EMERGING ISSUES COMMITTEE, OR WHO ARE MEMBERS OF HESI'S BOARD OF TRUSTEES. ALL MEMBERS OF THE HESI ASSEMBLY ARE ELIGIBLE TO VOTE AT ALL MEETINGS AND ON BALLOTS OF THE HESI ASSEMBLY. FORM 990, PART VI, SECTION A, LINE 7A PURSUANT TO ARTICLE IV, SECTION 3 OF THE BYLAWS, HESI'S ASSEMBLY ELECTS MEMBERS OF THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION B, LINE 11B THE DIRECTOR OF FINANCE AND ADMINISTRATION, EXECUTIVE DIRECTOR, AND GENERAL COUNSEL REVIEW THE RETURN. ONCE IT IS IN ITS FINAL FORM, A COPY IS SENT ELECTRONICALLY TO THE BOARD OF TRUSTEES FOR REVIEW. FORM 990, PART VI, SECTION B, LINE 12C THE BOARD OF TRUSTEES COMPLETE CONFLICT OF INTEREST FORMS ON AN ANNUAL BASIS. COMPLETED CONFLICT OF INTEREST FORMS ARE REVIEWED BY IN-HOUSE COUNSEL, WHOSE OBSERVATIONS ARE SHARED WITH THE CHAIR AND THE EXECUTIVE COMMITTEE. IN THE EVENT THAT A CONFLICT SHOULD ARISE ON THE PART OF A TRUSTEE, THE DISINTERESTED MEMBERS OF THE EXECUTIVE COMMITTEE WILL COMMUNICATE WITH THE INTERESTED TRUSTEE TO DETERMINE THE NATURE OF THE CONFLICT AND WHETHER THE TRUSTEE SHOULD ABSTAIN FROM DECIDING ON MATTERS AFFECTED BY THE INTEREST. THE EXECUTIVE COMMITTEE HAS THE AUTHORITY TO REMOVE THE TRUSTEE WITH THE INTEREST FROM CONSIDERATION OF THE MATTER TO WHICH THE INTEREST PERTAINS. FORM 990, PART VI, SECTION B, LINE 15A IN 2008, THE EXECUTIVE COMMITTEE OF HESI'S BOARD OF TRUSTEES ESTABLISHED A FORMAL PROCESS FOR SETTING EXECUTIVE COMPENSATION IN ACCORDANCE WITH THE INTERNAL REVENUE SERVICE SAFE HARBOR REGULATION REGARDING EXCESS BENEFITS. THAT PROCEDURE WAS INCLUDED IN HESI'S BY LAWS BY VIRTUE OF AN AMENDMENT IN JANUARY 2009. THE PROCEDURE ESTABLISHED A COMPENSATION COMMITTEE CONSISTING OF FOUR TRUSTEES, NONE OF WHOM SHALL HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE REVIEW AND DETERMINATION OF THE COMPENSATION OF HESI EMPLOYEES. IN THE ABSENCE OF A CONFLICT OF INTEREST, THE MEMBERS OF THE COMPENSATION COMMITTEE SHALL BE THE PRESIDENT, THE VICE PRESIDENT, THE TREASURER, AND THE CHAIRPERSON OF THE HESI BOARD OF TRUSTEES. THE COMPENSATION COMMITTEE SHALL REVIEW THE COMPENSATION OF THE EXECUTIVE DIRECTOR AND SUCH OTHER EMPLOYEES OF HESI THE COMPENSATION COMMITTEE DETERMINES APPROPRIATE. ANNUALLY, AND WHENEVER A MODIFICATION IN COMPENSATION IS PROPOSED, THE REVIEW INCLUDES AN EVALUATION OF THE PERFORMANCE OF THE EMPLOYEES AND AN ANALYSIS OF APPROPRIATE COMPARABILITY DATA. BASED ON ITS REVIEW, THE COMPENSATION COMMITTEE SHALL DECIDE JUST AND REASONABLE COMPENSATION AMOUNTS FOR THE EMPLOYEES. THE COMPENSATION COMMITTEE RECORDS ITS DECISION IN CONTEMPORANEOUS WRITTEN MINUTES IN ACCORDANCE WITH THE IRS SAFE HARBOR REGULATION WITH REGARD TO EXCESS BENEFITS. THE COMPENSATION COMMITTEE IS ONLY REQUIRED TO PERFORM THE COMPENSATION REVIEW DESCRIBED ABOVE WITH REGARD TO COMPENSATION OF THE EXECUTIVE DIRECTOR. HOWEVER, THE COMMITTEE HAS THE DISCRETION TO PERFORM SUCH A REVIEW WITH REGARD TO ANY HESI EMPLOYEE AS IT DETERMINES APPROPRIATE. IF THE COMPENSATION OF A HESI EMPLOYEE, OTHER THAN THE EXECUTIVE DIRECTOR, IS NOT DETERMINED IN ACCORDANCE WITH THE PROCEDURE DESCRIBED ABOVE, HIS/HER COMPENSATION IS SET BY THE EXECUTIVE DIRECTOR IN ACCORDANCE WITH HIGH-TO-LOW RANGES ESTABLISHED BY THE DIRECTOR OF HUMAN RESOURCES IN COOPERATION WITH THE EXECUTIVE DIRECTOR. THE COMPENSATION REVIEW FOR THE EXECUTIVE DIRECTOR AND ANY OTHER HESI EMPLOYEE SUBJECTED TO COMPENSATION COMMITTEE REVIEW DOES INCLUDE A REVIEW AND APPROVAL BY INDEPENDENT PERSONS, COMPARABILITY DATA, AND CONTEMPORANEOUS SUBSTANTIATION OF THE DELIBERATION AND DECISION. COMPENSATION OF EMPLOYEES THAT IS NOT SUBJECT TO SUCH A FORMAL REVIEW IS ESTABLISHED BY THE EXECUTIVE DIRECTOR, WHO IS INDEPENDENT OF THE EMPLOYEES, AND IT IS NORMALLY BASED ON AN INFORMAL REVIEW OF COMPARABLE COMPENSATION IN NONPROFIT CORPORATIONS OF THE SAME SIZE IN THE WASHINGTON, DC AREA. THE PROCESS BY WHICH COMPENSATION IS SET IS DOCUMENTED IN WRITING, BUT THIS IS NOT DONE IN THE SAME FORMAL MANNER AS REVIEW BY THE COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 THE ARTICLES OF INCORPORATION, BY LAWS, AND CONFLICT OF INTEREST POLICY ARE POSTED ON HESI'S WEBSITE.