DEF 14A of Varex Imaging Corp, Dec 27, 2023

DEF 14A of Varex Imaging Corp

Filed Dec 27, 2023 · FY20230001104659-23-129477

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees See Proposal One “Election of Directors” for more information. The following table provides summary information about each director nominee as of December 11, 2023:

  2. Our Director Nominees

    | Name | Age | Director since | Occupation | Other public boards | AC | CC | NC | | Kathleen L. Bardwell(FE)(I) | 67 | 2022 | Former Senior Vice President, Regulatory Affairs and Compliance at STERIS Corporation | — | M | M | — | | Jocelyn D. Chertoff, M.D.(I) | 68 | 2017 | Chair of Radiology, Dartmouth Hitchcock Medical Center | — | M | — | C | | Timothy E. Guertin(I) | 74 | 2020 | Former CEO of Varian Medical | 1 | — | C | M |

  3. Our Director Nominees

    | Name | Age | Director since | Occupation | Other public boards | AC | CC | NC | | | | | Systems, Inc. | | | | | | Jay K. Kunkel(I) | 64 | 2017 | Former President Asia, Executive Vice President, Tenneco Inc. | — | M | — | M | | Walter M Rosebrough, Jr.(I)(CB) | 69 | 2018 | CEO Emeritus and Senior Advisor, STERIS plc | — | — | M | M | | Sunny S. Sanyal | 59 | 2017 | President and CEO, Varex | — | — | — | — | | Christine A. Tsingos(FE)(I) | 65 | 2017 | Former Executive Vice President and CFO, Bio-Rad Laboratories | 3 | C | M | — |

  4. Our Director Nominees

    (FE) Audit Committee Financial Expert (I) Independent Director (CB) Chair of the Board C Chair M Member AC Audit Committee CC Compensation and Human Capital Management Committee (“Compensation Committee”) NC Nominating and Corporate Governance Committee (“Nominating Committee”) Our Board recommends that our stockholders vote “for” the election of each of the director nominees.

  5. Is cumulative voting permitted for the election of directors?

    Is cumulative voting permitted for the election of directors? A: No, in accordance with our certificate of incorporation, you may not cumulate your votes for the election of directors. Q:

  6. What happens if the director nominees do not receive a majority of votes cast at the Annual Meeting?

    What happens if the director nominees do not receive a majority of votes cast at the Annual Meeting? A: In an uncontested election, if a nominee for director who is an incumbent director is not elected and no successor has been elected at the Annual Meeting, our Bylaws indicate that the director is to promptly tender his or her resignation to the Board. The Nominating Committee will then make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. After considering the Nominating Committee’s recommendation, the Board will decide to act on the tendered resignation and publicly disclose its decision. Any director who tenders his or her resignation will not participate in the recommendation of the Nominating Committee or the decision of the Board with respect to his or her resignation. If the director’s resignation is not accepted by the Board, the director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If the director’s resignation is accepted by the Board, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy or decrease the size of the Board pursuant to the provisions of our Bylaws. Q:

  7. How does the Board select nominees for election to the Board?

    How does the Board select nominees for election to the Board? A: The Nominating Committee will consider potential candidates for directors submitted by stockholders, in addition to those suggested by other Board members and members of our management, and does not evaluate potential candidates differently based upon the source of the potential candidate. The Nominating Committee considers and evaluates each properly submitted potential candidate for director in an effort to achieve a balance of skills and characteristics on the Board, as well as to ensure that the composition of the Board at all times adheres to the independence requirements applicable to companies listed on the Nasdaq Global Select Stock Market (“Nasdaq”) and other regulatory requirements applicable to us. Please refer to “Proposal One — Election of Directors” and our Corporate Governance Guidelines for additional details on our policy, process, and membership criteria. A stockholder may recommend potential candidates for director by notifying our Corporate Secretary in writing (at our Salt Lake City, Utah headquarters) as detailed in the question and answer above. Q:

  8. PROPOSAL ONE ELECTION OF DIRECTORS

    PROPOSAL ONE ELECTION OF DIRECTORS

  9. PROPOSAL ONE ELECTION OF DIRECTORS

    | BOARD RECOMMENDATION VOTE “FOR” THE NOMINEES |

  10. Our Board; Selection of Nominees

    Our Board; Selection of Nominees At this Annual Meeting, you and the other stockholders will elect seven individuals to serve as directors. Our entire Board is subject to election at each annual meeting of stockholders, and each director will serve until his or her successor has been elected, unless such director dies, resigns, retires or is disqualified or removed. Our Nominating Committee is charged with identifying, evaluating, and recommending director nominees to the full Board. There are no minimum qualifications for director nominees. The Nominating Committee generally seeks individuals who have or provide some, or all, of the following characteristics: • knowledge about our industries and technologies; • international business experience; • cultural, gender, ethnic or age diversity (although we do not maintain a formal diversity policy); • experience in financial oversight, and a strong reputation with the financial community; • experience in business management and the potential to succeed top management in the event of unexpected necessary Board intervention; • broad experience at the policy making level in business, government, education, technology, or public interest; or • business contacts, knowledge or influence useful to our business and product lines. We believe that all of our directors should be committed to enhancing stockholder value, representing the interests of all stockholders, and dedicating sufficient time to carry out their duties and to provide insight and practical wisdom based on their experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform and carry out all director duties in a responsible manner. The Board believes that directors who are full-time employees of other companies should not serve on more than three public company boards at one time, and that directors who are retired from full-time employment should not serve on more than four public company boards. Additionally, a director who is a member of the Audit Committee cannot sit on more than three public company audit committees without the approval of the full Board and unless such member is a retired certified public accountant, chief financial officer, or controller or held a similar position. A director may not serve on a board of a competitor or a company with a significant competitive line of products to those offered by Varex. Further, our Board and Nominating Committee are committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected. When seeking new director candidates, the Nominating Committee will consider potential candidates for directors submitted by Board members, members of our management and our stockholders. The Nominating Committee does not evaluate candidates differently based upon the source of the nominee. To ensure we stay responsive to evolving shareholder needs, we hold annual director elections and we continually strive to maintain the optimal mix of skills and perspectives for effective stewardship. In fiscal year 2022, we appointed a new Board member with deep knowledge of the medical sector’s ethical regulatory and compliance landscape. As of the end of fiscal year 2023, four of our seven Board members were women or ethnically diverse. The individuals named as proxyholders will vote your proxy for the election of the nominee directors unless you direct them to withhold your vote. If any nominee becomes unable to serve as a director before the Annual Meeting (or decides not to serve), the individuals named as proxyholders may vote for a substitute. Each of the nominees have been recommended by the Nominating Committee and nominated by the Board for election by the stockholders to a one-year term ending at the 2025 Annual Meeting of Stockholders. Set forth below are the names and ages as of December 11, 2023 of these nominees, the years they became directors, their principal occupations or employment for at least the past five years, and the names of other public companies for which they serve as a director or have served as a director during the past five years. Also set forth are the specific experience, qualifications, attributes, or skills that led our Nominating Committee to conclude that each person should serve as a director. All our directors have held high-level positions in their fields and have experience in dealing with complex issues. We believe that each is an individual of high character and integrity and exercises sound judgment.

  11. Our Board; Selection of Nominees

    | Kathleen L. Bardwell Age: 67 Director Since: 2022 Independent Varex Committee Memberships • Audit Committee • Compensation Committee | Principal occupation, business experience and directorships • Positions at STERIS Corporation • Senior Vice President, Regulatory Affairs & Compliance (2019 – 2021) • Senior Vice President, Chief Compliance Officer (2008 – 2019) • Prior to STERIS Corporation, served in several leadership roles including Vice President, Internal Audit and Tax for Cole National Corporation, a global leader in optical healthcare • Prior Public Company Board Memberships in Past Five Years: First Financial Bancorp Experience, qualifications, attributes, or skills supporting directorship • 35 years of audit and accounting experience coupled with extensive background in the field of quality and regulatory affairs for a multi-national medical device company; • Certified Public Accountant (CPA) since 1989; Certification in Risk Management Assurance (CRMA) designation since 2013; • Extensive experience in regulatory affairs, compliance, corporate governance and ESG matters; and • Experience serving on public company boards and committees, including audit and nominating committees, as well as audit committee chair. | | Jocelyn D. Chertoff, M.D. Age: 68 Director Since: 2017 Independent Varex Committee Memberships • Audit Committee • Nominating Committee (Chair) | Principal occupation, business experience and directorships • Positions at Dartmouth Hitchcock Medical Center • Chair of the Department of Diagnostic Radiology and Vice President of the Regional Radiology Service Line (2015 –Present) • Interim Chair of the Department of Diagnostic Radiology (2014 – 2015) • Vice Chair of the Department of Diagnostic Radiology (2004 – 2012) • Practicing Radiologist since 1991 Experience, qualifications, attributes, or skills supporting directorship • Deep knowledge and experience in radiology; • Provides significant end-user perspective to assist with product development as well as with relationships with existing and prospective X-ray imaging system manufacturers; and |

  12. Our Board; Selection of Nominees

    | | • Experience serving on a number of non-profit boards and committees. | | Timothy E. Guertin Age: 74 Director Since: 2020 Independent Varex Committee Memberships • Compensation Committee (Chair) • Nominating Committee | Principal occupation, business experience and directorships • Positions at Varian Medical Systems, Inc. • Chief Executive Officer (2006 – 2012) • President (2005 – 2012) • Chief Operating Officer (2004 – 2006) • Corporate Executive Vice President (2002 – 2005) • President, Oncology Systems (1992 – 2005) • Other Current Public Company Board Memberships: Teradyne, Inc., a supplier of automatic test equipment. • Prior Public Company Board Memberships in Past Five Years: Varian Medical Systems, Inc Experience, qualifications, attributes, or skills supporting directorship • Deep knowledge of Varex’s management structure, strategy, and users of Varex’s technology, which he gained over more than 30 years with the former parent company of Varex; • Broad experience in product development, regulatory, marketing, financial and operational matters; • Past service on the board of directors of Acelity L.P., Inc., a privately held global advanced wound care company; • Service on the board of healthcare and technology industry organizations and service as a former director and chairman of the board of directors of TechAmerica (a nationwide technology trade association); and • Service on the board of trustees and as treasurer of the Radiation Oncology Institute, a non-profit organization engaged in cancer treatment research. | | Jay K. Kunkel Age: 64 Director Since: 2017 Independent Varex Committee Memberships • Audit Committee • Nominating Committee | Principal occupation, business experience and directorships • President Asia, Executive Vice President, Tenneco Inc., one of the world’s largest manufacturers of ride performance and clean air products and systems for automotive and commercial vehicles (2018 – 2020) • President Asia Pacific, Member of the Executive Counsel, and Company Officer, Lear Corporation, a global leader in automotive and e-systems (2013 – 2018) • Positions at Continental AG, an automotive manufacturing company • President Asia, Member of the Management Board (2007 –2013) • President Asia, Automotive Systems Division, Member of the Management Board (2005 – 2007) • Positions at PwC Financial Advisory Services • Head of Corporate Finance and M&A Advisory • Managing Director and Regional Leader of Automotive & Manufacturing Practice • Prior to joining PwC, held various positions at Visteon |

  13. Our Board; Selection of Nominees

    | | Automotive Systems, Mitsubishi Motor Sales of America, and Chrysler Corporation • Other Current Public Company Board Memberships: Magna International, one of the world’s largest suppliers of mobility technology in the automotive space (2023 to present) Experience, qualifications, attributes, or skills supporting directorship • Extensive experience in manufacturing operations and the industrial market; • International experience, including in key markets in Asia; • Deep knowledge and core skills in corporate development and mergers and acquisitions; and • Expertise in project management and restructuring operations. | | Walter M Rosebrough, Jr. Age: 69 Director Since: 2018 Chair Since: 2023 Independent Varex Committee Memberships • Compensation Committee • Nominating Committee | Principal occupation, business experience and directorships • CEO Emeritus and Senior Advisor, STERIS plc, a provider of infection prevention and other procedural products and services (2021 – present) • President and Chief Executive Officer and Director, STERIS plc (2007 – 2021) • Prior to joining STERIS, served as President and Chief Executive Officer of Coastal Hydraulics, Inc.; also served in various executive positions in medical device and service businesses, including Chief Executive Officer, at Hill-Rom (purchased by Baxter), a global leader in patient support systems, therapeutic products, and workflow information technology • Prior Public Company Board Memberships in the Past Five Years: STERIS plc Experience, qualifications, attributes, or skills supporting directorship • Service as a director and chief executive officer of a public company; • Over 40 years in the healthcare industry in various senior executive roles, including 25 years as chief executive officer; • Leadership experience in many major business functions, including product development, business development, manufacturing, finance, and marketing; • Experience leading ventures ranging in scale from start-up operations to multi-billion-dollar multinational businesses; and • Service on the following healthcare industry boards: AAMI (Association for the Advancement of Medical Instrumentation — Chair-Elect), AdvaMed (Advanced Medical Technology Association — Former Executive Committee), MDMA (Medical Device Manufacturers Association), and Health Insights (Former Chairman). | | Sunny S. Sanyal Age: 59 Director Since: 2017 | Principal occupation, business experience and directorships • President and Chief Executive Officer, Varex Imaging Corporation (January 2017 – Present) • Senior Vice President and President, Imaging Components, Varian Medical Systems, Inc. (2014 – 2017) • Chief Executive Officer, T-System Inc., an information technology solutions and services provider (2010 – 2014) |

  14. Our Board; Selection of Nominees

    | | • Positions at McKesson Corporation, a healthcare services and information technology company • Chief Operating Officer, McKesson Provider Technologies (2006 – 2010) • Group President, Clinical Information Systems division (2004 – 2006) • Previous management positions with GE Healthcare, Accenture, and IDX Systems Corporation Experience, qualifications, attributes, or skills supporting directorship • Extensive experience in medical device and healthcare industry; • Key insight into Varex through his leadership position within Varian’s Imaging Components business before becoming our President and Chief Executive Officer; and • Significant public company operational experience. | | Christine A. Tsingos Age: 65 Director Since: 2017 Independent Varex Committee Memberships • Audit Committee (Chair) • Compensation Committee | Principal occupation, business experience and directorships • Executive Vice President and Chief Financial Officer, Bio-Rad Laboratories, Inc., a leader in life science research and clinical diagnostics markets (2002 – 2019) • Chief Operating Officer, Chief Financial Officer and consultant, Attest Systems, Inc., a leading software company in the IT asset management sector • Chief Financial Officer, Tavolo, Inc., a leading online retailer of specialty food, cookware, and cooking-related content • Vice President and Treasurer, Autodesk, Inc., a leading developer of design software • Assistant Treasurer, The Cooper Companies, Inc., a global healthcare manufacturer of vision-related products • Other Current Public Company Board Memberships: Onto Innovation Inc. (formerly Nanometrics Incorporated), a manufacturer of semiconductor equipment, Envista Holdings Corporation, a global dental products company, and Telesis Bio, Inc. (formerly Codex DNA, Inc.) a maker of synthetic biology products Experience, qualifications, attributes, or skills supporting directorship • Expertise in finance, operations, and financial reporting matters; • Extensive experience and critical insights in financial management, strategic planning, acquisitions, treasury, and investor relations; • Over 25 years of public company experience and a proven track record, including being named Bay Area CFO of the Year in 2010 and among the Most Influential Women in Business 2008 – 2012; and • Board and committee service for other public companies, including service as audit chair. |

  15. Compensation Discussion and Analysis

    Compensation Discussion and Analysis The discussion in this section provides an overview of, and describes details regarding, the compensation programs for our NEOs and Board in fiscal year 2023. It includes a discussion of our business highlights, philosophy, and governance, along with actual and target compensation received. For 2023, the Compensation Committee approved: • an annual cash incentive plan that incorporated the financial measure of earnings before interest and taxes (“EBIT”) of the Company as well an assessment of pre-determined individual strategic goals; and • a long-term equity-based incentive (“LTI”) program comprised of time-based RSUs (50%) and performance-based stock options (50%). The Compensation Committee believes this program incentivizes the NEOs to manage the business and take actions that will increase the market valuation of the Company over the long term.

  16. Program Overview

    | Component | Purpose and Role | | Base salary | • Provide a competitive, fixed level of cash compensation to attract and retain talented and skilled senior executives. | | | • Recognize sustained performance, capabilities, job scope, experience, and internal pay equity. | | Annual cash incentives | • Motivate and reward achievement of annual financial results that drive stockholder value. | | | • Reward achievement of strategic goals that provide the foundation for future growth and profitability. | | Performance-based stock options | • Align executives with stockholders on gains in equity value (exercise price is set 10% higher than our closing stock price on the date of grant). | | | • Encourage retention and long-term performance through time-based vesting over four years. | | Restricted stock units | • Align the interest of executives with those of our stockholders as the value of restricted stock units is tied to our stock price. | | | • Encourage executive retention and long-term performance through time-based vesting over four years. | | Executive benefits and perquisites | • Provide the same 401(k) and other benefits as non-executive employees. | | | • Provide a competitive retirement benefit by allowing executives to defer compensation pursuant to a nonqualified deferred compensation plan. |

  17. Pay for Performance

    | | Fiscal Year 2023 Realized TDC(1) | | | | | | | | | | | Difference | | | Name | Salary Paid | + | Actual Annual Incentive | + | Option Value | + | RSU Value | = | Total | FY 2023 Target TDC(2) | = | ($) | (%) | | Sunny S. Sanyal | $766,462 | | $480,500 | | — | | $1,517,574 | | $2,764,536 | $4,791,452 | | $(2,026,916) | (42)% | | Shubham Maheshwari | $492,462 | | $222,770 | | — | | $371,215 | | $1,086,447 | $1,611,151 | | $(524,704) | (33)% | | Kimberley E. Honeysett | $395,385 | | $128,216 | | — | | $268,490 | | $792,091 | $1,190,374 | | $(398,283) | (33)% | | Andrew J. Hartmann | $399,616 | | $132,253 | | — | | $245,134 | | $777,003 | $1,146,792 | | $(369,789) | (32)% | | Mark S. Jonaitis | $380,385 | | $125,640 | | — | | $245,134 | | $751,159 | $1,117,111 | | $(365,952) | (33)% |

  18. Key Changes for Fiscal Year 2024 Compensation and Governance Programs

    Key Changes for Fiscal Year 2024 Compensation and Governance Programs While our short-term incentive plan for fiscal year 2024 will no longer provide for a cap on the pool of funds available for incentives, our short-term incentive plan will continue to utilize one financial measure, Adjusted EBIT, for all NEOs, with an individual modifier that is based on individual goals tied to business unit financial measures and other key strategic projects. We believe that Adjusted EBIT encourages the full executive group to focus on Company-wide profitability and that the individually set goals incentivize executives to focus on important strategic aspects of their business units and functions that drive performance. For 2024, the LTI program will be comprised of time-based RSUs (50%) and performance-based stock units (PSUs) (50%), where half of the PSUs will be subject to achievement of Adjusted EBITDA margin goals over three years and half of the PSUs will be subject to relative total shareholder return (TSR) performance compared to the constituents of the Russell 2000 Value Index over three years.

  19. Executive Compensation Practices Highlights

    | What we do | What we do not do | | ✓ Independent Compensation Committee | × Provide golden parachute tax gross ups | | ✓ Independent compensation advisor | × NEO employment contracts | | ✓ NEOs employed “at will” | × Provide excessive NEO perquisites | | ✓ Robust CEO & NEO stock ownership guidelines | × Permit directors and NEOs to engage in common stock margining, pledging, or hedging | | ✓ Annual review of succession plan | × Provide for a liberal change in control definition in individual contracts or equity plans which could result in payments to NEOs without an actual change in control occurring | | ✓ Annual compensation review and risk assessment | | | ✓ Award 50% of LTI value in performance-based equity awards | × Change in control severance payments without involuntary job loss or substantial diminution of duties | | ✓ Encourage our NEOs to sell Company stock through a 10b5-1 trading plan. | × Egregious pension/supplemental NEO retirement plan payouts | | ✓ Place caps on maximum payouts from our annual cash incentive plan | × Reprice and repurchase options without stockholder consent |

  20. Executive Compensation Practices Highlights

    | What we do | What we do not do | | ✓ Clawback policy that applies to our annual cash incentive plan and equity incentive plan | × Excessive severance/change in control provisions that provide cash payments exceeding two and a half times base salary plus target/average/most recent bonus |

  21. How We Make Compensation Decisions

    How We Make Compensation Decisions Role of the Compensation and Human Capital Management Committee. The Compensation Committee oversees the development and administration of our executive compensation programs, including the underlying philosophy and related policies. The Compensation Committee’s responsibilities include: • determining the compensation and performance goals for our CEO after meeting with its independent advisors and discussing with the other independent members of the Board, • collaborating with the CEO to develop the compensation and performance goals for our other Section 16 Officers (as so designated by us under Rule 16a-1(f) of the Exchange Act) and vice presidents reporting to the CEO, • determining a market peer group to ensure our executive compensation programs are competitive, • performing an annual risk assessment of our executive compensation programs, and • assessing our executive compensation programs annually to ensure that they are well aligned with our evolving business strategy and are effective in supporting its talent needs. Role of the Chief Executive Officer. Our CEO makes recommendations to the Compensation Committee as requested on incentive plan design, financial and strategic performance goals, performance and compensation for other executives, and management transitions and succession. The CEO does not make recommendations regarding his own compensation or Board compensation. Role of the Independent Compensation Consultant. The Compensation Committee retained FW Cook, a nationally recognized independent compensation consulting firm, to advise on certain compensation matters. FW Cook does not provide other services to the Company or the Company’s management. FW Cook advised the Compensation Committee with respect to fiscal year 2023 compensation trends and best practices, competitive pay levels, equity grant practices and competitive levels, peer group data, incentive plan design, and relevant Proxy Statement disclosure. The Compensation Committee has determined that FW Cook is independent, and the services provided by FW Cook during fiscal year 2023 did not raise any conflict of interests. In reaching these conclusions, the Compensation Committee considered the factors set forth in Rule 10C-1 of the Exchange Act and applicable listing standards. Setting Executive Compensation. Generally, in determining base salary, target annual incentives, and guidelines for long-term equity awards, the Compensation Committee considers several factors including, but not limited to the executive’s: • role, including the scope and complexity of responsibilities; • experience and capabilities; • contributions or responsibilities below or beyond the typical scope of the role; • individual performance and internal equity; and • competitive compensation opportunities as reflected in compensation provided by our peers and other competitors for similar executive talent. Peer Group and Market Analysis. The Compensation Committee uses a compensation peer group to monitor the compensation practices of our primary competitors for executive talent. The Compensation Committee reviews executive pay relative to the median pay of comparable positions in peer group companies and, as appropriate, compensation survey data. The Compensation Committee’s independent compensation consultant reviews the companies in the peer group annually and proposes changes in response to mergers and acquisitions, significant movements in revenues or market capitalization, and revised business strategies. For the peer group developed during fiscal year 2022 and used as context for fiscal year 2023 pay decisions, the Compensation Committee approved the removals of Luminex and MTS Systems (both of which were acquired) from the prior year peer group and the additions of Inogen and Knowles Corporation (which are appropriately sized and have relatively similar business models). The peer group companies compete in the healthcare equipment and supplies, life sciences tools and services, and electronic equipment instruments and components industries that the Compensation Committee believes reflect the competitive market for executive talent similar to that required by the Company.

  22. How We Make Compensation Decisions

    * New to the peer group. At the time the peer group was selected, we had annual revenue (based on the most recent four quarters) and market capitalization (based on the last fiscal year average) near the median of the peer group. Further detail on the peer group is as follows:

  23. How We Make Compensation Decisions

    | | | Peer Group | | | | Company Scope | Varex | 25P | Median | 75P | | Revenue ($M) (trailing 4 quarters) | 851 | 391 | 532 | 986 | | Market Capitalization as (last fiscal year average) ($M) | 870 | 823 | 1,182 | 1,732 |

  24. Fiscal Year 2023 Compensation Program and Pay Decisions

    Annual Cash Incentives. Our NEOs receive annual incentives through our Management Incentive Plan (“MIP”), which rewards our executive officers for the achievement of pre-determined annual financial and strategic goals. On November 17, 2022, the Compensation Committee set the fiscal year 2023 performance goals under the MIP for the NEOs and certain other executive officers. For fiscal year 2023, the Compensation Committee established a pool of funds equal to 4.0% of our fiscal year 2023 Adjusted EBIT results (the “MIP Bonus Pool”) to be available for annual cash incentives under the MIP to the executive officers. The Compensation Committee retained negative discretion to pay each of these executive officers less than their corresponding maximum share of the MIP Bonus Pool based on the financial performance measures, and team and individual strategic goals summarized below. The corresponding maximum share of the MIP Bonus Pool was the lesser of two times the target participation level of each executive officer under the MIP or a specified percentage of the MIP Bonus Pool, which is defined in the table below for each NEO. The Compensation Committee sets individual incentive opportunities, expressed as a percentage of each individual’s salary, prior to the commencement of the fiscal year corresponding with each individual’s position and responsibilities with the Company and competitive pay practices. The target incentive opportunities are reviewed by the Compensation Committee, in consultation with its independent compensation consultant.

  25. Fiscal Year 2023 Compensation Program and Pay Decisions

    | | MIP Target | | | MIP Maximum (Lesser of the following) | | | Name | Base Salary | % of Base Salary | Amount | % of Base Salary | % of MIP Bonus Pool | | Sunny S. Sanyal | $775,000 | 100% | $775,000 | 200% | 39.4% | | Shubham Maheshwari | $498,000 | 65% | $323,700 | 130% | 16.4% | | Kimberley E. Honeysett | $400,000 | 55% | $220,000 | 110% | 11.1% | | Andrew J. Hartmann | $404,000 | 55% | $222,200 | 110% | 11.3% | | Mark S. Jonaitis | $385,000 | 55% | $211,750 | 110% | 10.7% |

  26. Fiscal Year 2023 MIP Framework

    Fiscal Year 2023 MIP Framework Financial Portion — On November 17, 2022, the Compensation Committee set the fiscal year 2023 financial performance goals under the MIP for the NEOs and other Vice Presidents and above reporting directly to our CEO, which includes our Chief Financial Officer (“CFO”). For fiscal year 2023, the Compensation Committee selected Adjusted EBIT as the financial performance measure applicable to overall Company performance because it believed that this measure aligns with stockholder interest and drives our stock market value. The payout percentage for the financial metric was determined in accordance with the table below. Results between indicated levels in the table are interpolated on a straight-line basis.

  27. Fiscal Year 2023 Payouts

    Fiscal Year 2023 Payouts The Compensation Committee evaluated the performance of Mr. Sanyal, considering the applicable financial and individual achievements, and determined his award in its sole discretion. The Committee met in executive session for this evaluation and then reviewed their recommendation for Mr. Sanyal with the full Board. Mr. Sanyal submitted recommendations for each of the other NEOs based on the achievement of the corporate goal for fiscal year 2023 compared to the thresholds set by the Compensation Committee and based on the scoring of the individual goals of the MIP. Individual goals were related to: • For Mr. Sanyal, year-over-year revenue growth, increase in cash balance, improvement of inventory utilization, market adoption of photon counting detectors, and retention of critical talent. • For Mr. Maheshwari, year-over-year revenue growth, improvement of inventory utilization, increase in cash balance, and improvement of compliance and quality of financial reporting. • For Ms. Honeysett, modifications relative to certain joint venture matters, improvements to our ethical compliance program and complaint reporting, and evolving our ESG program. • For Mr. Hartmann, year-over-year Medical segment revenue growth, increase in new business, improvement of Medical segment margins, reduction in detectors inventory, and reduction in sales and marketing expenses. For Mr. Jonaitis, year-over-year revenue growth, improvement of business unit margins, improvement of predictability of operations, improvement of factory productivity, and cycle time, and improvement of inventory utilization. Final determination of awards was made by the Compensation Committee, with payouts as calculated in the following table:

  28. Fiscal Year 2023 Payouts

    | Name | MIP Target ($) | Adjusted EBIT Attainment (%) | Individual Modifier (%) | MIP Payout ($) | MIP Payout (% of Target) | | Sunny S. Sanyal | $775,000 | 62% | 100% | $480,500 | 62% | | Shubham Maheshwari | $323,700 | 62% | 111% | $222,770 | 69% | | Kimberley E. Honeysett | $220,000 | 62% | 94% | $128,216 | 58% | | Andrew J. Hartmann | $222,200 | 62% | 96% | $132,253 | 60% | | Mark S. Jonaitis | $211,750 | 62% | 96% | $125,640 | 59% |

  29. Fiscal Year 2023 Payouts

    Long-Term Incentive Compensation. An important objective of our compensation program is aligning the interests of our executive officers with those of our stockholders. To accomplish this objective, we tie a significant portion of the total compensation of executive officers to our long-term stock performance through the grant of equity awards. We believe that equity compensation helps motivate executive officers to drive long-term profitable growth because they will be rewarded with increased equity value and also assists in the retention of executive officers who may have significant value in unvested equity awards. The fiscal year 2023 LTI was composed of 50% RSUs and 50% performance-based stock options. The performance-based (premium priced) stock options have a strike price set 10% above our stock price on the applicable grant date. We believe the performance-based stock options, together with RSUs provide a strong balance incentivizing financial performance and growth, while also supporting executive retention. Annual LTI grant values utilize a dollar grant value, as opposed to a percent of salary, and are determined together with total direct compensation, considering competitive market positioning and internal equity. The performance-based stock options granted to the NEOs in fiscal year 2023 have up to ten-year terms and vest over four years, with 25% of the stock options vesting one year after grant and the remainder vesting in equal monthly increments over the following 36-month period. The RSUs granted to the NEOs in fiscal year 2023 vest over four years, with 50% vesting on the second anniversary and the remaining 50% vesting on the fourth anniversary of the grant date to further encourage retention. Vesting of the stock options and RSU awards will occur only if the NEO is employed by the Company or an affiliate through each vesting date, except in cases involving death, disability, or termination without cause or good reason in connection with a change of control. Additionally, such awards will accelerate in the event of certain corporate transactions if such awards are not assumed or continued. The fiscal year 2023 LTI awards are summarized in the table below. The grants were made under our 2020 Stock Plan. The grant date fair value of each award was determined using the Black-Scholes model for stock options and was based on the closing price of our common stock on the date of grant for RSUs. Additional information about equity awards granted in fiscal year 2023 is provided below in the Grants of Plan-Based Awards table.

  30. Fiscal Year 2023 Payouts

    | | Fiscal Year 2023 LTI Grant Value | | | | | | Name | Stock Options | + | RSUs | = | Total | | Sunny S. Sanyal | $1,624,998 | | $1,624,992 | | $3,249,990 | | Shubham Maheshwari | $397,498 | | $397,491 | | $794,989 | | Kimberley E. Honeysett | $287,494 | | $287,495 | | $574,989 | | Andrew J. Hartmann | $262,490 | | $262,486 | | $524,976 | | Mark S. Jonaitis | $262,490 | | $262,486 | | $524,976 |

  31. Fiscal Year 2023 Payouts

    Other Elements of Executive Compensation. Because our philosophy is to emphasize pay for performance, we provide retirement, group benefits and perquisites of relatively minor value to our executives. Service and Recognition Awards. Our employees, including our NEOs, are eligible to receive discretionary cash service awards for reaching certain tenure milestones and discretionary cash employee recognition awards to acknowledge and reward outstanding performance. Deferred Compensation Plan. NEOs and other highly compensated U.S. employees may make voluntary contributions to the Varex Imaging Corporation 2016 Deferred Compensation Plan (the “DCP”), which is a standard management benefit plan offered by many public companies. We currently do not contribute into the DCP. Group Benefits and Other Perquisites. Our NEOs are eligible to participate in the same employee benefit plans and on the same basis as all other Company employees. Such benefit plans include group medical, dental, vision, long term disability, life insurance, 401(k) and ESPP. In addition, our Chief Executive Officer and our Chief Financial Officer can be reimbursed for financial counseling expenses of up to $10,000 and other NEOs up to $7,500, which we believe helps them to concentrate on their Company responsibilities while offering a competitive benefit. In addition, all NEOs are eligible to receive reimbursement of up to $4,000 for an executive physical, which we provide to help our NEOs prioritize their health, which is important to our future success. We do not provide executives tax gross ups or reimbursements for any taxable income from these benefits and perquisites. Change in Control Agreements. We currently have change-in-control agreements with all our NEOs. We entered into these agreements to attract and retain high quality executives and to ensure that executives who might be involved in acquisition or merger discussions with another entity make the best decisions for us and our stockholders and are not unduly biased by the impact of such a transaction on their personal situations. These agreements do not factor into our decisions surrounding the executive’s cash and equity compensation. Each change in control agreement contains a “better-after-tax” provision, which provides that if any of the payments to the executive constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to the executive, whichever results in the executive receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code. The agreements do not include tax gross up payments for excise taxes imposed by Section 4999 of the Code. The change in control agreements are intended to provide an appropriate level of compensation for a specified time interval for executives who would likely be involved in activities regarding a change in control and are personally at risk for job loss in the event of a change in control. Our change in control agreements are “double trigger” meaning that to receive benefits under the agreements there must be a change in control event and the executive must either: (1) Be terminated by us or the successor company without cause within a specified time interval in connection with a change in control, or (2) Terminate employment for good reason, as defined in the agreements, within a specified time interval in connection with a change in control. For more information about the agreements as well as a tabular summary of the potential payments that may be made to our NEOs, please refer to “— Potential Payments upon Termination or Change in Control” below.

  32. Executive Compensation Governance Policies

    Ownership levels are expected to be achieved within the later of: (i) five years of first becoming an officer, (ii) three years of an amendment increasing ownership levels with respect to any increase, or (iii) three years of the date that the new ownership levels apply to such individual due to a change in position. As of the date of this Proxy Statement, all the NEOs meet the guidelines. Recoupment (or “Clawback”) Policy. The SEC and the Nasdaq Stock Market recently adopted long-awaited final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which require listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. In accordance with these final rules, on November 17, 2023, the Compensation Committee approved a Compensation Recovery Policy, which provides for recoupment of certain incentive compensation paid to current and former executive officers of the Company in the event of an accounting restatement of the Company’s financial statements. This policy applies to all incentive-based compensation (as that term is defined in the new SEC rules), which includes performance-based awards granted under our 2020 Stock Plan and the cash bonus payments under the MIP. In addition, pursuant to a clawback agreement required to be executed by all employees who receive awards, if an employee engages in certain detrimental conduct, including willful misconduct in connection with a financial restatement that has a material adverse effect on the Company, the Compensation Committee may, in its sole discretion, cancel and terminate such employee’s outstanding stock awards (whether vested or unvested and whether time-based or performance-based) and recoup shares issued pursuant to the exercise or settlement of stock awards within the three years prior to the detrimental conduct (as determined by the Compensation Committee) and thereafter. Prohibition on Hedging or Pledging Company Securities and Insider Trading Policy. The Board has approved a corporate insider trading policy (the “Insider Trading Policy”) to prohibit executive officers and directors from purchasing Company securities on margin, holding Company securities in a margin account, borrowing against any account in which Company securities are held or otherwise pledging Company securities as collateral for a loan. For all other employees subject to the quarterly blackout period under the Insider Trading Policy, which includes business unit general managers, and other employees who have access to, or assist in compiling, Company financial data, purchases on margin and the pledging of or borrowing against Company securities are not strictly prohibited, but such activities are strongly discouraged and advance consultation with the Company’s Legal Department is required. The Insider Trading Policy also prohibits officers, directors, and other employees subject to the quarterly blackout period from engaging in transactions in puts, calls or other derivatives on an exchange or in any other organized market and other hedging transactions. In addition, our NEOs are encouraged to sell Company stock through a 10b5-1 trading plan. Equity Grant Practices. The Compensation Committee approves grants of equity awards to Section 16 Insiders, our CFO, most Senior Vice Presidents (“SVPs”), and other Vice Presidents and above who directly report to the CEO. The Committee also annually approves a delegated pool of equity to be granted by the CEO to employees who are not in the group approved by the Compensation Committee. Grants may be made to selected newly hired individuals throughout the year on an off-cycle basis coincident with a fixed date near the next regularly scheduled quarterly meeting of the Compensation Committee following their date of hire. Special grants to continuing employees, such as for promotions or retention purposes, are typically approved coincident with a fixed date near the first regularly scheduled quarterly Compensation Committee meeting following the recommendation to make a special grant. The date of grant of an equity award had historically been the date approved by the Compensation Committee except in instances where our trading “blackout” was in effect or if our management knew of material, non-public information about the Company. Those equity awards were granted effective as of the close of the business day after the “blackout” expired, or the close of the second business day after the public release of the material, non-public information, as applicable. Our standard quarterly “blackout” period begins two weeks prior to the end of each fiscal quarter and ends two full business days after we publicly release our quarterly financial and operational results for the quarter. However, in September 2020, with the intent of simplifying the grant process while minimizing the potential for grants being made when management could possibly possess material inside information, the Committee approved fixed grant dates of the 15th of February, May, August, or November for subsequent equity grants. The November 15 fixed grant date was later modified to December 10, to ensure that the grant date would follow the filing of our Annual Report on Form 10-K. The exercise price of our stock options is generally based on the closing price of our common stock on the Nasdaq exchange on the date of grant. The 2017 Stock Plan and the 2020 Plan explicitly prohibit the repricing of stock options without prior stockholder approval and grant of discount options. Tax Deductibility. While Section 162(m) of the Code places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers, the Compensation Committee retains the discretion to award and pay compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives.

  33. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information about the compensation of the NEOs for each of the last three fiscal years, except fiscal years 2022 and 2021 for Mr. Jonaitis are not provided because he was not an NEO in those years.

  34. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(6) | Total ($) | | Sunny S. Sanyal President and Chief Executive Officer | 2023 | 766,462 | — | 1,624,992 | 1,624,998 | 480,500 | — | 23,946 | 4,520,898 | | | 2022 | 714,776 | — | 1,499,975 | 1,499,999 | 734,753 | — | 19,015 | 4,468,518 | | | 2021 | 637,360 | 200 | 1,544,985 | 1,544,995 | 956,040 | — | 9,707 | 4,693,287 | | Shubham Maheshwari Chief Financial Officer | 2023 | 492,462 | — | 397,491 | 397,498 | 222,770 | — | 14,504 | 1,524,725 | | | 2022 | 470,769 | — | 397,478 | 397,489 | 339,000 | — | 68,081 | 1,672,817 | | | 2021 | 460,000 | 272 | 187,475 | 187,493 | 448,500 | — | 172,606 | 1,456,346 | | Kimberley E. Honeysett SVP, CLO and Corporate Secretary | 2023 | 395,385 | 35 | 287,495 | 287,494 | 128,216 | — | 20,175 | 1,118,800 | | | 2022 | 373,077 | 142 | 287,478 | 287,495 | 263,000 | — | 12,523 | 1,223,715 | | | 2021 | 349,493 | 200 | 262,494 | 262,495 | 262,500 | — | 10,769 | 1,147,951 | | Andrew J. Hartmann SVP and General Manager, Detectors | 2023 | 399,616 | — | 262,486 | 262,490 | 132,253 | — | 15,739 | 1,072,584 | | | 2022 | 376,812 | 1,418 | 262,490 | 262,498 | 211,000 | — | 10,849 | 1,125,067 | | | 2021 | 349,520 | 200 | 262,494 | 262,495 | 260,964 | — | 8,066 | 1,143,739 | | Mark S. Jonaitis SVP and General Manager, X-ray Sources(7) | 2023 | 380,385 | 2,842 | 262,486 | 262,490 | 125,640 | — | 24,026 | 1,057,869 |

  35. Summary Compensation Table

    (1) This column represents salaries earned during the fiscal year that the individual was an NEO. (2) For fiscal year 2023, this column represents a 40-year service award for Mr. Jonaitis and an employee recognition award for Ms. Honeysett. For fiscal year 2022, this column represents employee recognition awards given to Ms. Honeysett and Mr. Hartmann. For fiscal year 2021, this column represents a vaccination incentive given to Messrs. Sanyal, Maheshwari, and Hartmann and Ms. Honeysett and an employee recognition award given to Mr. Maheshwari. (3) This column represents stock awards granted during fiscal years 2023, 2022 and 2021, computed in each case in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation — Stock Compensation” (“ASC 718”). The grant date fair value for RSU awards was determined using the closing price of our common stock on the grant date multiplied by the number of shares subject to the award. See the notes entitled “Summary of Significant Accounting Policies” and “Employee Stock Plan” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year in which the stock award was made for additional discussion of the valuation of our stock awards. These amounts reflect our calculation of the value of these awards, and do not necessarily correspond to the actual value that was or may ultimately be realized by the NEOs. (4) This column represents the aggregate grant date fair value of stock option awards granted to the NEOs during each fiscal year, computed in each case, in accordance with ASC 718. The assumptions used to calculate these amounts are set forth in the notes entitled “Summary of Significant Accounting Policies” and “Employee Stock Plans” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year in which the stock option was awarded. These amounts reflect our calculation of the value of these awards, and do not necessarily correspond to the actual value that was or may ultimately be realized by the NEOs. This column represents annual cash incentives earned for fiscal year 2023 under the MIP and as discussed in “Compensation Discussion and Analysis — Fiscal Year 2023 Compensation Program and Pay Decisions — Annual Cash Incentives.” Set forth in the table below are the material components of the “All Other Compensation” column for fiscal year 2023.

  36. Summary Compensation Table

    | Name | Company Contributions to 401(k)(a) | Other(b) | | Sunny S. Sanyal | $13,946 | $10,000 | | Shubham Maheshwari | $14,504 | — | | Kimberley E. Honeysett | $12,785 | $7,390 | | Andrew J. Hartmann | $15,739 | — | | Mark S. Jonaitis | $18,707 | $5,319 |

  37. Summary Compensation Table

    (a) Amount represents Company matching contributions to the NEO’s contributions to the Company’s 401(k) plan during the fiscal year, matched at a level of $1.00 for each dollar contributed, up to 4% of eligible earnings. (b) The amounts for Messrs. Sanyal and Jonaitis and Ms. Honeysett represent financial planning reimbursements. (7) Mr. Jonaitis became an NEO in fiscal year 2023.

  38. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on plan-based awards made in fiscal year 2023 to each of our NEOs:

  39. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: # of Shares of RSUs(2) | All Other Option Awards: # of Securities Underlying Options(3) | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(4) | | | | Threshold(1) | Target(1) | Maximum(1) | | | | | | Sunny S. Sanyal | — | $232,500 | $775,000 | $1,550,000 | — | — | — | — | | | 12/9/2022 | — | — | — | 80,765 | — | — | $1,624,992 | | | 12/9/2022 | — | — | — | — | 167,353 | $22.13 | $1,624,998 | | Shubham Maheshwari | — | $97,110 | $323,700 | $647,400 | — | — | — | — | | | 12/9/2022 | — | — | — | 19,756 | — | — | $397,491 | | | 12/9/2022 | — | — | — | — | 40,937 | $22.13 | $397,498 | | Kimberley E. Honeysett | — | $66,000 | $220,000 | $440,000 | — | — | — | — | | | 12/9/2022 | — | — | — | 14,289 | — | — | $287,495 | | | 12/9/2022 | — | — | — | — | 29,608 | $22.13 | $287,494 | | Andrew J. Hartmann | — | $66,660 | $222,200 | $444,400 | — | — | — | — | | | 12/9/2022 | — | — | — | 13,046 | — | — | $262,486 | | | 12/9/2022 | — | — | — | — | 27,033 | $22.13 | $262,490 | | Mark S. Jonaitis | — | $63,525 | $211,750 | $423,500 | — | — | — | — | | | 12/9/2022 | — | — | — | 13,046 | — | — | $262,486 | | | 12/9/2022 | — | — | — | — | 27,033 | $22.13 | $262,490 |

  40. Grants of Plan-Based Awards

    These columns represent the potential awards under our MIP for fiscal year 2023 as further discussed in “— Compensation Discussion and Analysis — Fiscal year 2023 Compensation Program and Pay Decisions — Annual Cash Incentives”. The Threshold level represents the award that would be paid upon attainment of the minimum achievement level with a payout. Below such performance level, no bonus is earned. The dollar value of the actual bonus award earned for fiscal year 2023 for each NEO is set forth in the Summary Compensation Table (refer to “— Summary Compensation Table” above). As such, the amounts set forth in this column do not represent the actual compensation earned by any of the NEOs for fiscal year 2023. Each RSU award was granted under the 2020 Plan and vests 50% on December 8, 2024 and 50% on December 9, 2026. Vesting will occur only if the NEO is employed by the Company or an affiliate through each vesting date, except in cases involving death, disability, or termination without cause or for good reason in the change of control context. Additionally, such awards will accelerate in the event of certain corporate transactions if such awards are not assumed, continued, or substituted. See “— Potential Payments Upon Termination or Change in Control.” (3) Each stock option award was granted under the 2020 Plan with an exercise price equal to 110% of the closing price of the underlying shares on the grant date and will expire ten years from the grant date unless NEO employment with the Company or an affiliate terminates earlier. One fourth of the stock option grant vests on December 9, 2023 and the remainder vests monthly during the following 36-month period. Vesting will occur only if the NEO is employed by the Company or an affiliate through each vesting date, except in cases involving death, disability, or termination without cause or good reason in the change of control context. Additionally, such awards will accelerate in the event of certain corporate transactions if such awards are not assumed, continued, or substituted. See “— Potential Payments Upon Termination or Change in Control.” (4) This column represents the aggregate grant date fair value of RSU and stock option grants to the NEOs computed in accordance with ASC 718. The grant date fair value for RSU awards granted in fiscal year 2022 was determined using the closing price of our common stock on the grant date multiplied by the number of shares subject to the award. The assumptions used to calculate the grant date fair value of each stock option grant are set forth under the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for fiscal year 2023. These amounts reflect our calculation of the value of these awards, and do not necessarily correspond to the actual value that may ultimately be realized by the NEOs.

  41. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth the outstanding equity awards of the NEOs as of the end of fiscal year 2023:

  42. Outstanding Equity Awards at Fiscal Year End

    | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Sunny S. Sanyal | 2/16/2017 | 12,467(4) | — | $31.08 | 2/16/2024 | — | — | | | 2/16/2017 | 34,889(5) | — | $31.08 | 2/16/2024 | — | — | | | 2/16/2017 | 34,254(5) | — | $31.08 | 2/16/2024 | — | — | | | 2/16/2017 | 396,525(6) | — | $31.08 | 2/16/2024 | — | — | | | 2/15/2018 | 89,115(7) | — | $37.10 | 2/15/2025 | — | — | | | 2/15/2019 | 103,282(9) | — | $31.42 | 2/15/2026 | — | — | | | 2/18/2020 | 155,163(10) | 18,043(10) | $28.12 | 2/15/2030 | — | — | | | 2/16/2021 | 107,175(12) | 58,775(12) | $25.06 | 2/16/2031 | — | — | | | 12/10/2021 | 54,369(14) | 69,906(14) | $30.95 | 12/10/2031 | — | — | | | 12/9/2022 | — | 167,353(15) | $22.13 | 12/9/2032 | — | — | | | 2/18/2020 | — | — | — | — | 30,223(16) | 567,890 | | | 2/16/2021 | — | — | — | — | 33,911(18) | 637,188 | | | 12/10/2021 | — | — | — | — | 53,304(20) | 1,001,582 | | | 12/9/2022 | — | — | — | — | 80,765(21) | 1,517,574 | | | Total | 987,239 | 314,077 | | | 198,203 | 3,724,234 |

  43. Outstanding Equity Awards at Fiscal Year End

    | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Shubham Maheshwari | 10/2/2020 | 124,060(11) | 36,884(11) | $13.61 | 8/15/2030 | — | — | | | 5/21/2021 | 10,269(13) | 7,336(13) | $27.95 | 5/21/2031 | — | — | | | 12/10/2021 | 14,407(14) | 18,525(14) | $30.95 | 12/10/2031 | — | — | | | 12/9/2022 | — | 40,937(15) | $22.13 | 12/9/2032 | — | — | | | 10/2/2020 | — | — | — | — | 30,315(17) | 569,619 | | | 5/21/2021 | — | — | — | — | 3,689(19) | 69,316 | | | 12/10/2021 | — | — | — | — | 14,125(20) | 265,409 | | | 12/9/2022 | — | — | — | — | 19,756(21) | 371,215 | | | Total | 148,736 | 103,682 | | | 67,885 | 1,275,559 | | Kimberley E. Honeysett | 2/16/2017 | 55,357(6) | — | $31.08 | 2/16/2024 | — | — | | | 2/15/2018 | 13,875(7) | — | $37.10 | 2/15/2025 | — | — | | | 2/15/2019 | 17,229(9) | — | $31.42 | 2/15/2026 | — | — | | | 2/18/2020 | 26,110(10) | 3,037(10) | $28.12 | 2/15/2030 | — | — | | | 2/16/2021 | 18,208(12) | 9,987(12) | $25.06 | 2/16/2031 | — | — | | | 12/10/2021 | 10,420(14) | 13,399(14) | $30.95 | 12/10/2031 | — | — | | | 12/9/2022 | — | 29,608(15) | $22.13 | 12/9/2032 | — | — | | | 2/18/2020 | — | — | — | — | 5,086(16) | 95,566 | | | 2/16/2021 | — | — | — | — | 5,762(18) | 108,268 | | | 12/10/2021 | — | — | — | — | 10,216(20) | 191,959 | | | 12/9/2022 | — | — | — | — | 14,289(21) | 268,490 | | | Total | 141,199 | 56,031 | | | 35,353 | 664,283 | | Andrew J. Hartmann | 8/24/2018 | 30,237(8) | — | $31.14 | 8/15/2025 | — | — | | | 2/15/2019 | 30,029(9) | — | $31.42 | 2/15/2026 | — | — | | | 2/18/2020 | 26,362(10) | 3,066(10) | $28.12 | 2/15/2030 | — | — | | | 2/16/2021 | 18,208(12) | 9,987(12) | $25.06 | 2/16/2031 | — | — | | | 12/10/2021 | 9,514(14) | 12,234(14) | $30.95 | 12/10/2031 | — | — | | | 12/9/2022 | — | 27,033(15) | $22.13 | 12/9/2032 | — | — | | | 2/18/2020 | — | — | — | — | 5,135(16) | 96,487 | | | 2/16/2021 | — | — | — | — | 5,762(18) | 108,268 | | | 12/10/2021 | — | — | — | — | 9,328(20) | 175,273 | | | 12/9/2022 | — | — | — | — | 13,046(21) | 245,134 | | | Total | 114,350 | 52,320 | | | 33,271 | 625,162 | | Mark S. Jonaitis | 2/16/2017 | 64,384(6) | — | $31.08 | 2/16/2024 | — | — | | | 2/15/2018 | 14,409(7) | — | $37.10 | 2/15/2025 | — | — | | | 2/15/2019 | 16,699(9) | — | $31.42 | 2/15/2026 | — | — | | | 2/18/2020 | 25,106(10) | 2,920(10) | $28.12 | 2/15/2030 | — | — | | | 2/16/2021 | 18,208(12) | 9,987(12) | $25.06 | 2/16/2031 | — | — | | | 12/10/2021 | 9,514(14) | 12,234(14) | $30.95 | 12/10/2031 | — | — | | | 12/9/2022 | — | 27,033(15) | $22.13 | 12/9/2032 | — | — | | | 2/18/2020 | — | — | — | — | 4,890(16) | 91,883 | | | 2/16/2021 | — | — | — | — | 5,762(18) | 108,268 | | | 12/10/2021 | — | — | — | — | 9,328(20) | 175,273 | | | 12/9/2022 | — | — | — | — | 13,046(21) | 245,134 | | | Total | 148,320 | 52,174 | | | 33,026 | 620,558 |

  44. Outstanding Equity Awards at Fiscal Year End

    For stock options and RSU awards reflected in these columns, vesting will occur only if the NEO is employed by the Company or an affiliate through each vesting date, except in cases involving death, disability, or termination without cause or for good reason in the change of control context. Additionally, such awards will accelerate in the event of certain corporate transactions if such awards are not assumed, continued or substituted. See “Potential Payments Upon Termination or Change in Control.” Stock option awards prior to 2020 are granted at an exercise price equal to the fair market value (i.e., the closing price) of the underlying shares of our common stock on the date of grant. Starting in 2020, stock option awards are granted at an exercise price of fair market value plus a 10% premium on the date of the grant. (3) This column is based on the closing price of our common stock as of September 29, 2023 ($18.79). (4) These stock options fully vested on 2/16/2018 based on a vesting schedule that provided for 100% vesting on such date. (5) These stock options fully vested on 2/16/2019 based on a vesting schedule that provides for 100% vesting on such date. (6) These stock options fully vested on 2/16/2021 based on a vesting schedule that provides for 25% vesting on 2/16/2018 and pro rata monthly vesting thereafter. (7) These stock options fully vested on 2/15/2022 based on a vesting schedule that provides for 25% vesting on 2/15/2019 and pro rata monthly vesting thereafter. (8) These stock options fully vested on 8/15/2022 based on a vesting schedule that provides for 25% vesting on 8/15/2019 and pro rata monthly vesting thereafter. (9) These stock options fully vested on 2/15/2023 based on a vesting schedule that provides for 25% vesting on 2/15/2020 and pro rata monthly vesting thereafter. (10) These stock options are scheduled to fully vest on 2/15/2024 based on a vesting schedule that provides for 25% vesting on 2/15/2021 and pro rata monthly vesting thereafter. (11) These stock options are scheduled to fully vest on 8/15/2024 based on a vesting schedule that provides for 25% vesting on 8/15/2021 and pro rata monthly vesting thereafter. (12) These stock options are scheduled to fully vest on 2/15/2025 based on a vesting schedule that provides for 25% vesting on 2/15/2022 and pro rata monthly vesting thereafter. (13) These stock options are scheduled to fully vest on 5/15/2025 based on a vesting schedule that provides for 25% vesting on 5/15/2022 and pro rata monthly vesting thereafter. (14) These stock options are scheduled to fully vest on 12/10/2025 based on a vesting schedule that provides for 25% vesting on 12/10/2022 and pro rata monthly vesting thereafter. (15) These stock options are scheduled to fully vest on 12/10/2026 based on a vesting schedule that provides for 25% vesting on 12/10/2023 and pro rata monthly vesting thereafter. (16) The unvested portion of these RSU awards is scheduled to vest on 02/15/2024. (17) The unvested portion of these RSU awards is scheduled to vest on 08/15/2024. (18) The unvested portion of these RSU awards is scheduled to vest on 02/15/2025. (19) The unvested portion of these RSU awards is scheduled to vest on 05/15/2025. (20) The unvested portion of these RSU awards is scheduled to vest as follows: 50% on 12/10/2023 and the remaining 50% on 12/10/2025. (21) The unvested portion of these RSU awards is scheduled to vest as follows: 50% on 12/10/2024 and the remaining 50% on 12/10/2026.

  45. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth the number of shares of the Company’s common stock acquired by NEOs through stock option exercises and vesting of RSUs during fiscal year 2023. In addition, the table presents the value realized upon such exercises or vesting, as calculated, in the case of stock options, based on the difference between the market price of the Company’s common stock at exercise and the option exercise price and, in the case of RSUs, based on the closing price per share of the Company’s common stock on the vesting date.

  46. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized Upon Exercise | Number of Shares Acquired on Exercise | Value Realized on Vesting | | Sunny S. Sanyal | — | — | 42,285 | $795,804 | | Shubham Maheshwari | — | — | 3,689 | $82,338 | | Kimberley E. Honeysett | — | — | 7,158 | $134,714 | | Andrew J. Hartmann | — | — | 7,384 | $138,967 | | Mark S. Jonaitis | — | — | 7,115 | $133,904 |

  47. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth contributions, earnings, and distributions during fiscal year 2023, and account balances as of September 29, 2023 for each of the NEOs under (i) our nonqualified DCP and (ii) the now frozen deferred compensation plan in which they participated at Varian prior to the Spin-off:

  48. Nonqualified Deferred Compensation

    | Name | Plan | Executive Contributions in Last Fiscal Year(1) | Registrant Contributions in Last Fiscal Year(2) | Aggregate Earnings in Last Fiscal Year(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End(4) | | Sunny S. Sanyal | DCP | — | — | $8,341 | — | $59,237 | | | Frozen DCP | — | — | $21,350 | — | $104,517 | | Kimberley E. Honeysett | Frozen DCP | — | — | $2,166 | — | $24,877 | | Mark S. Jonaitis | DCP | — | — | $562 | — | $16,909 | | | Frozen DCP | — | — | $163,095 | — | $769,869 |

  49. Nonqualified Deferred Compensation

    (1) These amounts represent the respective executive contributions attributable to fiscal year 2023, which were included in the “Salary” column of the Summary Compensation Table for fiscal year 2023. (2) There were no Company contributions during fiscal year 2023. (3) None of the earnings in this column are included in the Summary Compensation Table (refer to “— Summary Compensation Table” above) because they were not preferential or above market. (4) Balance at last fiscal year end includes the following amounts reported as compensation to the NEOs in the Summary Compensation Table for fiscal years prior to fiscal year 2023: Mr. Sanyal: $141,967. In October 2016, the Board approved the DCP and it became effective for 2017 compensation. In addition, the DCP assumed certain deferred compensation obligations from the Varian Medical Systems, Inc. 2005 Deferred Compensation Plan in connection with the Spin-off. We also maintain the Varex Imaging Corporation Frozen Deferred Compensation Plan (the “Frozen DCP”), which assumed certain pre-Spin-off deferred compensation obligations from the Varian Frozen Deferred Compensation Plan. Since the Spin-off, no deferrals have been made under the Frozen DCP. The DCP is designed to allow a select group of management and highly compensated employees, including its executive officers, to defer receipt of a specified percentage of their base salaries (up to 50%) and to allow its non-employee directors to defer receipt of their director fees (up to 100%). Further, we may make discretionary contributions on behalf of participants in the DCP. Deferred amounts under the DCP and Frozen DCP will be unfunded, unsecured obligations subject to the claims of our creditors. The payment of DCP and Frozen DCP benefits will be funded by its general assets, which may be held in a rabbi trust for this purpose. Amounts deferred by a participant into the DCP and any employer contributions are credited to an unfunded bookkeeping account maintained on behalf of each participant. These amounts will be periodically adjusted for earnings and/or losses at a rate that is equal to the various hypothetical investment funds (also referred to as measurement funds) selected by the plan administrator and elected by the participant. Participants may reallocate previously invested money among each of the available measurement funds daily. Under the DCP, a participant will be permitted to make separate distribution elections with respect to each year’s deferrals. These distribution elections will include the ability to elect a single lump sum payment or installment payments for up to 10 years following termination of employment. Deferrals also may be paid out prior to termination of employment in the event of a financial hardship or if the participant makes a short-term payout election, and such deferrals will be paid in the form of a lump sum. Under the DCP, amounts credited as Company contributions are paid in the form of a lump sum following a participant’s separation from service. Under the Frozen DCP, upon retirement, a participant’s accounts will be paid in a single lump sum payment or in installment payments of up to 15 years following retirement, as elected by the participant in accordance with the terms of the plan. Upon a pre-retirement termination of employment, a participant’s accounts will be paid in a lump sum (or if they equal or exceed $50,000 in the aggregate, in up to five annual installments if approved by the plan committee). Deferrals under the Frozen DCP also may be paid out prior to termination of employment in the event of a financial hardship or if the participant makes a short-term payout election. Special rules also apply to distributions following a participant’s death or disability. The DCP and Frozen DCP may be terminated by action of the Board. In the case of the DCP, upon termination, benefits will be distributed as soon as the plan and Section 409A of the Code permit. In the case of the Frozen DCP, upon termination, payments will generally be made in a lump sum but may be made in annual installments of up to fifteen years for plan terminations covering all participants that occur prior to a change in control, in each case, except as would cause plan benefits to become subject to Section 409A of the Code.

  50. Potential Payments upon Termination, Change in Control, or upon Death or Disability

    Potential Payments upon Termination, Change in Control, or upon Death or Disability Each of our NEOs have entered into a Change in Control Agreement (“CIC Agreement”) that was approved by our Board. Under the CIC Agreements, if we terminate the NEO’s employment other than by reason of death, disability, or “cause”, or if the NEO voluntarily terminates for “good reason”, in either case, within 60 days prior to, or 18 months following, a change in control of the Company, then the NEO will be entitled to: (i) a lump sum severance payment, (ii) a lump sum payment equal to a pro rata portion of the NEO’s target bonus under our annual incentive plan, (iii) full vesting of all outstanding stock options and stock awards, and (iv) up to 18 months of Company paid COBRA premiums; provided, however, that if the payment of COBRA premiums is not permitted by applicable law, the NEO will instead receive a taxable lump sum payment equal to 18 months of COBRA premiums. The amount of the lump sum severance payment in the case of each of the NEOs will be equal to a multiple of the sum of: (A) the NEO’s base salary and (B) the greater of (x) the NEO’s most recently established target annual bonus under our annual cash incentive plan and (y) the average annual cash incentive that was paid to the NEO in the three fiscal years ending prior to the date of termination under our annual cash incentive plan. The severance multiple for Mr. Sanyal is 2.5. The severance multiple for Messrs. Maheshwari, Hartmann, and Jonaitis, and Ms. Honeysett is 2.0. If the NEO has not completed at least three full fiscal years of service with the Company prior to the NEO’s termination date, then the amount determined in (y) above will be based on the average annual cash incentive for the number of full fiscal years that the NEO has completed. As a condition to receiving such severance benefits, an NEO must execute a release of all of his or her rights and claims relating to his or her employment and comply with certain post-termination restrictions, including, among other things, continuing to comply with the terms of his or her proprietary information and non-disclosure agreement, and for a period of 12 months, complying with certain non-solicitation and non-competition provisions that are set forth in the NEO’s CIC Agreement. In addition, if within 18 months after a change in control, the NEO incurs a separation from service by reason of the NEO’s death or disability, the NEO or, if applicable, the NEO’s estate will be entitled to death or long-term disability benefits from the Company no less favorable than the most favorable benefits to which the NEO would have been entitled had the death or disability occurred at any time during the period commencing one year prior to the change in control under the plans of the Company. The CIC Agreements with the NEOs do not provide for tax gross ups of payments subject to the “golden parachute” excise tax under Section 4999 of the Code. Each CIC Agreement instead contains a “better after tax” provision, which provides that if any of the payments to the NEO constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to the NEO, whichever results in the NEO receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code. Under the Company’s 2017 Stock Plan and 2020 Plan, except as otherwise provided in the NEOs’ equity agreements, in the event of certain corporate transactions, if the Compensation Committee does not provide for the assumption, continuation or substitution of stock awards, each stock award will fully vest and terminate upon the consummation of the transaction. In these instances, stock option holders will be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise their outstanding vested stock options before the termination of such awards. The NEOs’ equity agreements provide that if the applicable NEO’s employment terminates due to death or disability, his or her unvested stock option and RSU awards will fully vest upon such termination. Vested stock options granted in 2017-19 may be exercisable for up to three years from the date his or her employment terminates due to death and one year from the date his or her employment terminates due to disability, unless in each case the stock option term expires earlier. Stock options granted under the 2020 Plan, once vested, remain exercisable for up to one year upon a disability and for the remainder of the option term in the instance of a retirement or death. Potential Payments Table The table below reflects the value of compensation and benefits that would become payable to each of the NEOs if (i) a change in control occurred on September 29, 2023 and the NEO experienced a qualifying termination of employment on that date, (ii) a corporate transaction occurred on September 29, 2023 and the NEO’s equity awards are not assumed, continued, or substituted, or (iii) the NEO died or experienced a qualifying disability on September 29, 2023. These amounts are based upon the NEO’s compensation as of such date and on the Company’s closing stock price of $18.79 on September 29, 2023 and do not take into account the “better after tax” provision in the CIC Agreements. These benefits are in addition to the benefits under then exercisable stock options, the benefits under the DCP which the NEO would receive in the event of any termination, and the benefits available generally to salaried employees, such as distributions under our broad based 401(k) plan. No additional benefits are provided to NEOs upon retirement. The benefits payable as a result of a termination of employment in connection with a change in control as reported in the columns of this table are as follows: • Cash Severance Benefit: Cash severance equal to 2.5 times (Sanyal) and 2.0 (all others) the sum of (i) annual base salary rate plus (ii) the greater of (a) the most recently established target bonus or (b) average annual bonus paid over prior three fiscal years. • Annual Bonus: A lump sum pro rata bonus at target for the applicable performance period when termination occurs. Benefits Continuation: Costs for benefits continued for 18 months including: Medical, dental and vision insurance. Equity Awards: Each outstanding equity award that is subject to vesting provisions will vest in full. • Excise Tax: Each change in control agreement contains a “better after-tax” provision, which provides that if any of the payments to the executive constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to the executive, whichever results in the executive receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code. The cash severance amount in the table below does not contain any reduction in cash severance under this provision. The actual amounts that would be paid in such circumstances can be determined only at the time of any such event. Due to several factors that affect the nature and amount of any benefits provided upon such an event, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, our stock price, the executive’s current base salary, and the “better after tax” provision in the CIC Agreements.

  51. Potential Payments upon Termination of Employment in Connection with a Change in Control

    Potential Payments upon Termination of Employment in Connection with a Change in Control

  52. Potential Payments upon Termination of Employment in Connection with a Change in Control

    | Name | Cash Severance | Benefit Continuation | Options(1) | RSUs(1) | Total | | Sunny S. Sanyal | $4,650,000 | $37,397 | — | $3,724,234 | $8,411,631 | | Shubham Maheshwari | $1,967,100 | — | $624,631 | $1,275,559 | $3,885,290 | | Kimberley E. Honeysett | $1,460,000 | $37,397 | — | $664,283 | $2,161,680 | | Andrew J. Hartmann | $1,474,600 | $45,315 | — | $625,162 | $2,145,077 | | Mark S. Jonaitis | $1,405,250 | $37,397 | — | $620,558 | $2,063,205 |

  53. Potential Payments upon Termination of Employment in Connection with a Change in Control

    (1) Represents the intrinsic value of accelerated equity awards based on our closing stock price as of September 29, 2023 ($18.79).

  54. Potential Payments upon Death or Disability

    Potential Payments upon Death or Disability

  55. Potential Payments upon Death or Disability

    | Name | Options(1) | RSUs(1) | Total | | Sunny S. Sanyal | — | $3,724,234 | $3,724,234 | | Shubham Maheshwari | $642,631 | $1,275,559 | $1,918,190 | | Kimberley E. Honeysett | — | $664,283 | $664,283 | | Andrew J. Hartmann | — | $625,162 | $625,162 | | Mark S. Jonaitis | — | $620,558 | $620,558 |

  56. Potential Payments upon Death or Disability

    (1) Represents the intrinsic value of accelerated equity awards based on our closing stock price as of September 29, 2023 ($18.79).

  57. Compensation of Directors

    Compensation of Directors This section provides information regarding our director compensation policy for non-employee directors and the amounts paid and equity awards granted to these directors in fiscal year 2023. Our non-employee director compensation policy is designed to provide the appropriate amount and form of compensation to our non-employee directors. Directors who are employees (i.e., Mr. Sanyal) receive no compensation for their services as directors. Each year the Compensation Committee and the Board review our director compensation program with the Compensation Committee’s independent compensation consultant. Effective February 2023, the Board modified the compensation program of our non-employee Board Chair to reduce the annual cash retainer by $5,000 and the value of the annual award of DSUs by $25,000. These changes were recommended by our Compensation Committee after consultation with F.W. Cook, the Compensation Committee’s independent consultant, and after considering the maturity of the Company, the director compensation practices of peer companies, and the interests of our stockholders.

  58. Compensation of Directors

    | Component | Description | | Annual Retainer | • $65,000 in cash, payable in equal quarterly installments in arrears, and pro-rated for any partial year of service. | | Non-Executive Board Chair Retainer | • Additional $35,000 in cash, payable in equal quarterly installments in arrears, and pro-rated for any partial year of service. | | Committee Member Retainer | | | – Audit | • $15,000 in cash | | – Compensation | • $8,000 in cash | | – Nominating | • $7,000 in cash | | | Payable in equal quarterly installments in arrears; and pro-rated for any partial year of service. | | Committee Chair Retainers | | | – Audit | • $30,000 in cash | | – Compensation | • $18,000 in cash | | – Nominating | • $15,000 in cash | | | Payable in equal quarterly installments in arrears; and pro-rated for any partial year of service. | | Annual Equity | • On or about our annual meeting of stockholders, non-employee directors will receive an annual award of DSUs with a grant date fair value of $160,000, and the non-employee chair of the Board of Directors will receive an additional annual award of DSUs with a grant date fair value of $35,000. For fiscal year 2023, the annual grant was made on February 9, 2023. | | | • DSUs vest 100% after the earlier of the one-year anniversary of the grant date and the next annual meeting of stockholders that occurs after the grant date, subject to the applicable director’s continued service; provided however, that such DSUs will vest in full upon the earlier of (i) a termination of service due to the applicable director’s death, disability, retirement or (ii) a change in control of the Company. | | | • The DSUs will generally be settled for shares of our common stock on the earlier of (i) the applicable director’s termination of service for any reason, (ii) the third anniversary of the date of grant, (iii) a change in control of the Company or (iv) the applicable director’s death. | | Share Ownership Guidelines | • Each non-employee director is expected to own shares valued at five times the annual Board service retainer fees. | | | • Shares underlying DSU awards held by the non-employee directors (whether or not vested) will be counted toward satisfaction of the guidelines. | | | • Ownership levels must be achieved within five years from the date upon which an individual becomes a non-employee director; all non-employee directors have met the guidelines or are on track to do so within five years of joining the Board. |

  59. Compensation of Directors

    Non-employee directors may elect to defer their cash retainers and/or meeting fees under our DCP, subject to the restrictions of applicable tax law. Please refer to the discussion in “— Nonqualified Deferred Compensation” above for more information. All directors are reimbursed for reasonable out-of-pocket expenses associated with attending Board and committee meetings, and for expenses related to attending continuing directors’ education programs. The following table sets forth the compensation received by each non-employee director during fiscal year 2023:

  60. Compensation of Directors

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Kathleen L. Bardwell | $88,000 | $159,989 | — | — | $247,989 | | Jocelyn Chertoff, M.D.(2) | $95,000 | $159,989 | — | — | $254,989 | | Timothy E. Guertin | $85,000 | $159,989 | — | — | $244,989 | | Jay K. Kunkel | $87,500 | $159,989 | — | — | $247,489 | | Ruediger Naumann-Etienne, PhD(3) | $64,000 | — | — | — | $64,000 | | Walter M Rosebrough, Jr. | $102,500 | $194,994 | — | — | $297,494 | | Christine Tsingos | $102,500 | $159,989 | — | — | $262,489 |

  61. Compensation of Directors

    (1) This column represents the aggregate grant date fair value of DSUs granted in fiscal year 2023, computed in accordance with ASC 718. The grant date fair value for DSU awards granted in fiscal year 2023 was determined using the closing price of our common stock on the grant date multiplied by the number of shares subject to the award. These amounts reflect our calculation of the value of these awards, and do not necessarily correspond to the actual value that may ultimately be realized by the directors. (2) All annual cash director fees for Ms. Chertoff were deferred into the DCP in FY23. (3) Mr. Naumann-Etienne did not seek re-election to the Board at our 2023 Annual Meeting. The following table sets forth the aggregate number of outstanding DSUs held by each non-employee director as of the end of fiscal year 2023:

  62. Compensation of Directors

    | Name | Outstanding DSUs | | Kathleen L. Bardwell | 12,102 | | Jocelyn D. Chertoff, M.D | 21,937 | | Timothy E. Guertin | 21,937 | | Jay K. Kunkel | 21,937 | | Ruediger Naumann-Etienne, PhD | — | | Walter M Rosebrough, Jr. | 23,793 | | Christine A. Tsingos | 21,937 |

  63. Compensation of Directors

    In November 2023, the Board modified the director compensation program such that commencing in fiscal year 2024, the annual grant of DSUs was increased to a grant date fair value of $165,000 based on the recommendation of our Compensation Committee. In making such recommendation, the Compensation Committee considered the director compensation practices of peer companies, the recommendation of F.W. Cook, the Compensation Committee’s independent consultant and whether this change in director compensation aligns with the interests of our stockholders.

  64. CEO Pay Ratio

    CEO Pay Ratio For fiscal year 2023, based on reasonable estimates, the median of the annual total compensation of our employees (other than our CEO) was $56,934 and the annual total compensation of our CEO, as reported in our Summary Compensation Table, was $4,520,898. Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of the median off all employees was 79.4:1. Employees Included. September 29, 2023 was used to determine the median employee (the “determination date”). At the determination date, we had approximately 2,400 employees worldwide. In identifying the worldwide median employee, we included all our employees (except for our CEO). Selecting Median Employee. In identifying the median employee, we used base salary (or hourly rate multiplied by 2023 work schedule for hourly employees) for fiscal year 2023 plus each employees’ annual cash incentive opportunity as of the determination date (in each case annualized for regular part-time employees and full-time employees who joined during the fiscal year). No adjustments were made for cost of living or low compensation standards in any countries. Pay for non-U.S. employees was converted to U.S. dollars using currency exchange rates as of the determination date. There was one median employee identified. In accordance with SEC rules, we selected the employee with the most representative set of compensation components with respect to our workforce as a whole. The SEC’s rules for identifying the median compensated employee and calculating the CEO pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  65. Pay Versus Performance

    Pay Versus Performance The following table shows the total compensation for our NEOs for the past three fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” (“CAP”) to our PEO (Sunny Sanyal, Chief Executive Officer since 2017) and on an average basis, our other NEOs (in each case, as determined under SEC rules), our Total Shareholder Return (“TSR”), our peer group TSR (Dow Jones Medical Equipment Index), our net income, and Adjusted EBIT.

  66. Pay Versus Performance

    | Fiscal Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table Total for non-PEO NEOs(3) (d) | Average Compensation Actually Paid to non-PEO NEOs(2) (e) | Total Shareholder Return(4) (f) | Peer Group Total Shareholder Return(4) (g) | Net Income ($M)(5) (h) | Adjusted EBIT ($M)(6) (i) | | 2023 | $4,520,898 | $3,662,554 | $1,193,495 | $1,007,091 | $151.90 | $100.80 | $49.00 | $95.6 | | 2022 | $4,468,518 | $1,174,621 | $1,287,188 | $488,292 | $170.90 | $97.06 | $30.30 | $108.1 | | 2021 | $4,693,287 | $10,133,081 | $1,223,857 | $2,735,407 | $231.04 | $128.65 | $17.40 | $99.3 |

  67. Pay Versus Performance

    (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for our PEO (Sanyal) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” (2) The dollar amounts reported in column (c) and (e) represent the amount of CAP, as computed in accordance with SEC rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating CAP, the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Executive Compensation — Summary Compensation Table” for additional information). As such, CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. The following table details these adjustments:

  68. Pay Versus Performance

    | Fiscal Year | | SCT (a) | Less: Grant Date Value of New Awards (b) | Plus: Year End Value of New Awards (i) | Plus (less): Change in Value of Prior Awards (ii) | Plus (less): Change in Value of Vested Awards (iii) | Less: Prior Year End Value of Failed to Vest Awards (iv) | CAP | | 2023 | PEO | $4,520,898 | $(3,249,990) | $3,177,904 | $(600,525) | $(185,733) | — | $3,662,554 | | | NEOs | $1,193,495 | $(604,983) | $591,564 | $(139,815) | $(33,170) | — | $1,007,091 | | 2022 | PEO | $4,468,518 | $(2,999,974) | $2,356,364 | $(1,867,168) | $(783,119) | — | $1,174,621 | | | NEOs | $1,287,188 | $(604,979) | $475,188 | $(460,914) | $(208,191) | — | $488,292 | | 2021 | PEO | $4,693,287 | $(3,089,980) | $4,651,264 | $2,816,065 | $1,062,445 | — | $10,133,081 | | | NEOs | $1,223,857 | $(487,484) | $719,746 | $1,007,399 | $271,889 | — | $2,735,407 |

  69. Pay Versus Performance

    (a) The dollar amounts reported in the Summary Compensation Table for the applicable year. (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (i – iv) The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following: (i) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year; (ii) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years from the end of the prior Fiscal Year to the end of the current Fiscal Year; (iii) Change in Fair Value as of Vesting Date (compared to prior Fiscal Year End) of Option Awards and Stock Awards Granted in the Current Year and Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year; (iv) Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year. (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows:

  70. Pay Versus Performance

    | 2023 | Shubham Maheshwari, Kimberley E. Honeysett, Andrew J. Hartmann, and Mark S. Jonaitis | | 2022 | Shubham Maheshwari, Kimberley E. Honeysett, Andrew J. Hartmann, and Brian W. Giambattista | | 2021 | Shubham Maheshwari, Kimberley E. Honeysett, Andrew J. Hartmann, and Brian W. Giambattista |

  71. Pay Versus Performance

    (4) TSR determined in Column (f) is determined based on the value of an initial fixed investment of $100 in VREX on October 2, 2020, through the end of the listed fiscal year. TSR determined in Column (g) is determined based on the value of an initial fixed investment of $100 in the Dow Jones Medical Equipment Index on October 2, 2020 through the end of the listed fiscal year. We also use Dow Jones Medical Equipment Index in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended September 29, 2023. (5) The dollar amounts in Column (h) are VREX’s GAAP Net Income for each fiscal year (in millions). (6) The Compensation Committee has selected Adjusted EBIT as the Company Selected Measure, which is the most important financial measure that links company performance with CAP. For additional information regarding how we calculate Adjusted EBIT see “Fiscal Year 2023 MIP Framework” beginning on page 48 of this Proxy Statement. Dollar amounts in Column (i) are VREX’s Adjusted EBIT for each fiscal year (in millions). Relationship Between Compensation Actually Paid and Performance Measures. The graphs below illustrate the relationship between CAP for our PEO and the average of the CAP for our remaining NEOs, with (i) our cumulative TSR and Peer Group TSR, (ii) our net income, and (iii) our Adjusted EBIT, in each case, for the fiscal years 2021 through 2023. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. Performance Measures. As described in more detail in our Compensation Discussion and Analysis above, a mix of performance measures are used in order to align executive pay with Company performance. As required by SEC rules, the financial performance measures identified as the most important for NEOs’ 2023 compensation decisions are listed in the table below.

  72. Most Important Performance Measures Driving Compensation Actually Paid

    Most Important Performance Measures Driving Compensation Actually Paid Adjusted EBIT Revenue Inventory