Form 4: Varex CEO Sanyal Earns Performance Stock Units

Varex Imaging Corp's President and CEO, Sunny Sanyal, reported the earning of 34,195 performance stock units for fiscal year 2025.

Summary

• Sunny Sanyal, President and CEO, and a Director of Varex Imaging Corp (VREX), reported changes in beneficial ownership.
• Sanyal earned 15,394 Performance Stock Units (PSUs) on December 15, 2025, which were granted on December 10, 2023. These PSUs were earned for fiscal year 2025 based on the achievement of performance criteria.
• Sanyal also earned 18,801 PSUs on December 15, 2025, which were granted on December 10, 2024. These PSUs were also earned for fiscal year 2025 based on the achievement of performance criteria.
• Each PSU represents a contingent right to receive one share of Varex Imaging common stock.
• The total number of PSUs earned for fiscal year 2025 across both grants is 34,195 (15,394 + 18,801).
• The vesting of these earned PSUs is subject to the Compensation Committee's certification and approval after the completion of fiscal years 2026 and 2027, respectively, and Sanyal's continued employment through the vesting date.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The earning of performance-based equity by the CEO is generally a positive signal, indicating that performance targets were met, which aligns management incentives with shareholder interests. It's a routine compensation event, not a major strategic announcement, hence a moderate positive score.

Positives

• CEO Sunny Sanyal earned a significant number of Performance Stock Units (34,195 total) for fiscal year 2025, indicating the achievement of performance criteria.
• The earning of PSUs aligns management's interests with shareholder value creation, as these units convert to common stock upon vesting.

Risks

• The vesting of the earned PSUs is contingent on the Compensation Committee's certification and approval after fiscal years 2026 and 2027, and the Reporting Person's continued employment through the vesting dates.

Future Outlook

The filing indicates future vesting events for the earned PSUs, contingent on continued employment and Compensation Committee approval after fiscal years 2026 and 2027. This suggests a long-term incentive structure for the CEO, aligning his interests with future company performance.

Industry Context

This is a standard executive compensation report. The earning of Performance Stock Units (PSUs) is a common practice in many industries, including medical imaging components, to incentivize long-term performance and align executive interests with shareholders.

Comparison to Industry Standards

• The use of Performance Stock Units (PSUs) as a component of executive compensation is a widely adopted practice across various industries, including medical technology and manufacturing.
• This structure is generally considered an industry standard for aligning executive incentives with company performance and shareholder value creation, often seen in companies comparable to Varex Imaging Corp.

Corporate Governance

Stakeholder Impact

• Shareholders: Positive, as the CEO's compensation is tied to performance, potentially encouraging actions that enhance shareholder value.
• Employees: No direct impact mentioned, but successful company performance leading to executive bonuses could indirectly boost morale.

Next Steps

• Completion of fiscal year 2026, followed by Compensation Committee certification and approval of the 15,394 PSUs.
• Completion of fiscal year 2027, followed by Compensation Committee certification and approval of the 18,801 PSUs.
• Vesting of the earned PSUs, subject to continued employment through the vesting dates.

Key Dates

Recommendation

This Form 4 reports a routine executive compensation event where the CEO earned performance stock units based on achieving fiscal year 2025 targets. While positive as it indicates performance goals were met and aligns management incentives, it does not present new information that would fundamentally alter the investment thesis for Varex Imaging Corp. It's a standard disclosure and typically does not warrant a change in investment recommendation unless other factors are at play. Therefore, a 'hold' recommendation is appropriate as this filing alone doesn't provide a strong catalyst for 'buy' or 'sell'.

Keywords

Varex Imaging, VREX, Sunny Sanyal, Performance Stock Units, PSUs, Executive Compensation, Insider Transaction, Form 4, Equity Grant, Corporate Governance