Form 4: Varex Imaging SVP Earns Performance Stock Units

Varex Imaging's SVP and GM, X-Ray Sources, Mark S. Jonaitis, earned 5,699 Performance Stock Units for fiscal year 2025, reflecting achievement of performance criteria.

Summary

• Mark S. Jonaitis, SVP and GM, X-Ray Sources at Varex Imaging Corp (VREX), acquired 5,699 Performance Stock Units (PSUs) on December 15, 2025, as a result of achieving performance criteria for fiscal year 2025.
• These PSUs are from two separate grants: 2,565 PSUs from a December 10, 2023 grant, and 3,134 PSUs from a December 10, 2024 grant.
• Each PSU represents a contingent right to receive one share of Varex Imaging common stock.
• Following these transactions, Jonaitis beneficially owns a total of 7,312 Performance Stock Units (4,178 from the 2023 grant and 3,134 from the 2024 grant).

Sentiment

Score: 7

Explanation: The earning of Performance Stock Units by a key executive indicates successful achievement of performance targets for fiscal year 2025, which is a positive sign for the company's operational execution.

Positives

• The Reporting Person earned 5,699 Performance Stock Units, indicating the achievement of applicable performance criteria for fiscal year 2025.

Risks

• Vesting of the earned PSUs is subject to the Reporting Person being employed through the respective vesting dates (after FY2026 for the first tranche, after FY2027 for the second).

Future Outlook

The earned Performance Stock Units will be certified and approved by the Compensation Committee following the completion of fiscal years 2026 and 2027, respectively. Vesting is contingent upon the Reporting Person's continued employment through the vesting dates.

Management Comments

• The earning of Performance Stock Units by Mark S. Jonaitis signifies the achievement of specific performance criteria set for fiscal year 2025.

Industry Context

The grant and earning of Performance Stock Units are common executive compensation practices designed to align management incentives with company performance and shareholder value creation. This filing indicates Varex Imaging's continued use of such performance-based incentives.

Comparison to Industry Standards

• Performance Stock Units are a standard component of executive compensation packages across various industries, including medical imaging and technology, aiming to incentivize long-term performance.
• The structure, linking vesting to future employment and the achievement of specific performance criteria, is consistent with best practices for retaining key executives and ensuring sustained company growth.

Corporate Governance

Stakeholder Impact

• Shareholders: Indicates that performance targets, which likely contribute to shareholder value, were met for fiscal year 2025.
• Employees (specifically the reporting person): Confirms successful achievement of performance goals and the earning of significant equity compensation.

Next Steps

• Compensation Committee to certify and approve the total number of PSUs earned after the completion of fiscal year 2026 for the 2023 grant.
• Compensation Committee to certify and approve the total number of PSUs earned after the completion of fiscal year 2027 for the 2024 grant.
• Vesting of PSUs, subject to the Reporting Person's continued employment through the vesting dates.

Key Dates

Recommendation

This Form 4 filing details a routine executive compensation event where Performance Stock Units were earned due to the achievement of performance criteria. While positive for internal performance metrics, it does not present new information that would significantly alter the investment thesis for Varex Imaging Corp. It confirms the company's compensation structure and the executive's continued alignment with company goals, but it's not a catalyst for a 'buy' or 'sell' recommendation.

Keywords

Varex Imaging, VREX, Performance Stock Units, PSU, executive compensation, insider transaction, Form 4