Form 4: Varex CFO Earns Performance Stock Units for FY2025

Varex Imaging Corp's CFO, Shubham Maheshwari, earned 10,035 performance stock units for fiscal year 2025 performance, subject to future vesting.

Summary

• Shubham Maheshwari, Chief Financial Officer of Varex Imaging Corp, reported the earning of performance stock units (PSUs) on December 15, 2025.
• A total of 4,515 PSUs were earned from a grant made on December 10, 2023, based on the achievement of specific performance criteria for fiscal year 2025.
• An additional 5,520 PSUs were earned from a grant made on December 10, 2024, also based on the achievement of specific performance criteria for fiscal year 2025.
• Each PSU represents a contingent right to receive one share of Varex Imaging common stock.
• The vesting of the 4,515 PSUs (from the 2023 grant) is subject to certification by the Compensation Committee after the completion of fiscal year 2026 and continued employment through the vesting date.
• The vesting of the 5,520 PSUs (from the 2024 grant) is subject to certification by the Compensation Committee after the completion of fiscal year 2027 and continued employment through the vesting date.

Sentiment

Score: 7

Explanation: The filing indicates successful achievement of performance targets for executive compensation, which is a positive sign for company performance. It's a routine compensation report, so the sentiment is moderately positive, reflecting good internal performance metrics being met.

Positives

• The earning of performance stock units indicates that Varex Imaging Corp achieved certain performance criteria for fiscal year 2025, reflecting positive operational results.
• This compensation structure aligns management incentives with company performance and long-term shareholder value.

Risks

• The earned PSUs are contingent and subject to future vesting, which requires the achievement of applicable performance criteria and the reporting person's continued employment through the vesting dates.

Future Outlook

The earned Performance Stock Units are subject to future vesting, contingent on continued employment and certification by the Compensation Committee after the completion of fiscal years 2026 and 2027, respectively. This indicates a long-term retention and performance incentive structure for the Chief Financial Officer.

Industry Context

Executive compensation, particularly through performance-based equity awards like PSUs, is a common practice across industries, including healthcare technology, to align management interests with long-term shareholder value. This filing reflects standard corporate governance practices for incentivizing key executives based on company performance.

Comparison to Industry Standards

• Performance Stock Units (PSUs) are a widely adopted form of long-term incentive compensation for executives in technology and healthcare sectors, similar to practices at companies like Siemens Healthineers, GE HealthCare, and Canon Medical Systems.
• The structure, which ties vesting to both the achievement of performance criteria and continued employment, is a standard practice designed to ensure executive retention and incentivize sustained company performance.
• The specific number of units granted would typically be benchmarked against peer companies of similar size and industry within Varex Imaging's compensation peer group, though specific peer data is not available in this filing.

Stakeholder Impact

• Shareholders: Positive, as executive compensation is tied to performance, aligning management incentives with shareholder interests and indicating the company met performance targets.
• Employees: No direct impact on general employees, but reflects the company's compensation philosophy for key executives.

Next Steps

• The Compensation Committee is expected to certify and approve the total number of PSUs earned from the 2023 grant after the completion of fiscal year 2026.
• The Compensation Committee is expected to certify and approve the total number of PSUs earned from the 2024 grant after the completion of fiscal year 2027.
• The earned PSUs will vest subject to the Reporting Person's continued employment through the respective vesting dates.

Key Dates

Recommendation

This Form 4 filing is a routine disclosure of executive compensation related to performance stock units. While it indicates that the company met certain performance criteria for fiscal year 2025, which is a positive operational sign, it does not contain new material information that would fundamentally alter the investment thesis or warrant a change in rating. It confirms the ongoing alignment of executive incentives with company performance.

Keywords

Varex Imaging Corp, VREX, SEC Form 4, Performance Stock Units, PSUs, Executive Compensation, Shubham Maheshwari, CFO, Equity Compensation, Stock Grant