Form 4: Varex Imaging CHRO Earns Performance Stock Units

Varex Imaging's Chief Human Resources Officer, Karen L. Aranki, earned 4,788 performance stock units (PSUs) for fiscal year 2025, contingent on future vesting.

Summary

• Karen L. Aranki, Chief Human Resources Officer of Varex Imaging Corp (VREX), reported the acquisition of Performance Stock Units (PSUs).
• On December 15, 2025, Aranki acquired 2,155 PSUs that were granted on December 10, 2023. These PSUs were earned for fiscal year 2025 based on the achievement of specific performance criteria.
• Also on December 15, 2025, Aranki acquired an additional 2,633 PSUs that were granted on December 10, 2024. These PSUs were also earned for fiscal year 2025 based on the achievement of specific performance criteria.
• The total number of PSUs earned for fiscal year 2025 reported in this filing is 4,788 (2,155 + 2,633).
• Each PSU represents a contingent right to receive one share of Varex Imaging common stock.
• Vesting of these PSUs is subject to the Compensation Committee's certification after the completion of fiscal years 2026 (for the 2023 grant) and 2027 (for the 2024 grant), and continued employment through the vesting date.

Sentiment

Score: 7

Explanation: The earning of performance-based equity by a key executive is generally a positive sign, indicating that the company met certain internal performance targets. However, it's a routine compensation disclosure rather than a major strategic announcement, thus a moderately positive score.

Positives

• Chief Human Resources Officer Karen L. Aranki earned 4,788 Performance Stock Units (PSUs) for fiscal year 2025, indicating the achievement of applicable performance criteria.
• The grant of PSUs aligns management incentives with company performance, encouraging long-term value creation.

Risks

• The vesting of the earned PSUs is contingent on the Compensation Committee's certification of performance criteria after fiscal years 2026 (for the 2023 grant) and 2027 (for the 2024 grant).
• Continued employment through the future vesting dates is required for the PSUs to convert into common stock, posing a retention risk for the executive.

Future Outlook

The Compensation Committee will certify and approve the total number of PSUs earned following the completion of Fiscal Year 2026 (for the 2023 grant) and Fiscal Year 2027 (for the 2024 grant). Vesting is also contingent on the reporting person's continued employment through the respective vesting dates.

Industry Context

This is a routine executive compensation disclosure (Form 4) reflecting standard industry practice for incentivizing executives through performance-based equity awards. It does not provide broader industry trends or competitive analysis.

Comparison to Industry Standards

• Performance Stock Units (PSUs) are a common form of long-term incentive compensation for executives across various industries, including medical imaging and technology, aligning executive interests with shareholder value creation.
• The structure, where PSUs are earned based on performance criteria over a fiscal year and then vest over subsequent years, is a standard practice seen in companies like Siemens Healthineers, GE Healthcare, and Philips, which also utilize performance-based equity awards to retain and motivate key personnel.

Stakeholder Impact

• Shareholders: The earning of PSUs by an executive aligns management incentives with shareholder value, as the PSUs convert to common stock subject to performance and vesting.
• Employees: No direct impact on general employees is indicated, but it reflects the company's executive compensation structure.

Next Steps

• Completion of Fiscal Year 2026, followed by Compensation Committee certification of PSUs from the 2023 grant.
• Completion of Fiscal Year 2027, followed by Compensation Committee certification of PSUs from the 2024 grant.
• Vesting of PSUs, contingent on continued employment through the vesting dates.

Key Dates

Recommendation

This Form 4 filing reports a routine executive compensation event where the Chief Human Resources Officer earned performance stock units based on achieved performance criteria. While it indicates positive internal performance, it does not provide new financial results or strategic updates that would warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, as this information alone is not sufficient to drive a significant re-evaluation of the stock.

Keywords

Varex Imaging, VREX, SEC Form 4, Performance Stock Units, PSUs, Executive Compensation, Insider Transaction, Stock Grant, Chief Human Resources Officer, Karen L. Aranki