DEF 14A of Varex Imaging Corp
Filed Dec 29, 2025 · FY20250001104659-25-124842
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
| Potential Payments upon a Corporate Transaction, and Equity Awards are Assumed, Continued, or Substituted | 59 | | Potential Payments upon a Corporate Transaction, and Equity Awards are Not Assumed, Continued, or Substituted | 59 | | Potential Payments upon Death or Disability | 60 | | Compensation of Directors | 60 | | Director Compensation for Fiscal Year 2025 | 62 | | Compensation Committee Interlocks and Insider Participation | 62 | | Compensation Risk Management | 63 | | CEO Pay Ratio | 63 | | Pay Versus Performance | 64 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 68 | | Review, Approval or Ratification of Related Person Transactions | 68 | | NOTE ABOUT FORWARD-LOOKING STATEMENTS | 68 | | INFORMATION REFERENCED IN THIS PROXY STATEMENT | 68 |
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 15, 2025:
Our Director Nominees
| Name | Age | Director since | Occupation | Other public boards | AC | CC | NC | | Kathleen L. Bardwell(FE)(I) | 69 | 2022 | Former Senior Vice President, Regulatory Affairs and Compliance at STERIS Corporation | — | M | M | — | | Jocelyn D. Chertoff, M.D.(I) | 70 | 2017 | Former Chair of Radiology, Dartmouth Hitchcock Medical Center | — | — | M | C | | Timothy E. Guertin(I) | 76 | 2020 | Former CEO of Varian Medical Systems, Inc. | — | — | C | M | | Jay K. Kunkel(I) | 66 | 2017 | Former President Asia, Executive Vice President, Tenneco Inc. | 1 | M | — | M | | Walter M Rosebrough, Jr.(FE)(I)(CB) | 71 | 2018 | CEO Emeritus and Senior Advisor, STERIS plc | — | M | — | M | | Sunny S. Sanyal | 61 | 2017 | President and CEO, Varex | — | — | — | — | | Christine A. Tsingos(FE)(I) | 67 | 2017 | Former Executive Vice President and CFO, Bio-Rad Laboratories | 1 | C | M | — |
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.
Is cumulative voting permitted for the election of directors?
Is cumulative voting permitted for the election of directors? No, in accordance with our certificate of incorporation, you may not cumulate your votes for the election of directors.
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:
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:
PROPOSAL ONE — ELECTION OF DIRECTORS
PROPOSAL ONE — ELECTION OF DIRECTORS
PROPOSAL ONE — ELECTION OF DIRECTORS
| BOARD RECOMMENDATION | | VOTE “FOR” THE NOMINEES |
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; • diversity of business experience, viewpoints and personal background; • 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 individuals with diverse backgrounds and experience 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 stockholder needs, we hold annual director elections and we continually strive to maintain the optimal mix of skills and perspectives for effective stewardship. The individuals named as proxyholders will vote your proxy for the election of the nominee directors unless you direct them otherwise. 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 has been recommended by the Nominating Committee and nominated by the Board for election by the stockholders to a one-year term ending at the 2027 Annual Meeting of Stockholders. Set forth below are the names and ages as of December 15, 2025 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.
Our Board; Selection of Nominees
| Kathleen L. Bardwell Age: 69 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 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 environmental, social, and governance matters • 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: 70 Director Since: 2017 Independent Varex Committee Memberships • Compensation 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 – 2024) • 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 |
Our Board; Selection of Nominees
| | existing and prospective X-ray imaging system manufacturers • Experience serving on a number of non-profit boards and committees | | Timothy E. Guertin Age: 76 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) • Prior Public Company Board Memberships in Past Five Years: Teradyne, 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) • 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: 66 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) |
Our Board; Selection of Nominees
| | • 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 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 • Expertise in project management and restructuring operations | | Walter M Rosebrough, Jr. Age: 71 Director Since: 2018 Chair Since: 2023 Independent Varex Committee Memberships • Audit 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 |
Our Board; Selection of Nominees
| | • Experience leading ventures ranging in scale from start-up operations to multi-billion-dollar multinational businesses • Service on the following healthcare industry boards: AAMI (Association for the Advancement of Medical Instrumentation — Chair), AdvaMed (Advanced Medical Technology Association — Former Executive Committee, Compensation Committee Chair, and Finance Committee Chair), MDMA (Medical Device Manufacturers Association), Health Insights (Former Chair), and Precipart Corporation. | | Sunny S. Sanyal Age: 61 Director Since: 2017 | Principal occupation, business experience and directorships • President and Chief Executive Officer, Varex Imaging Corporation (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) • 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 as our President and Chief Executive Officer • Significant public company operational experience | | Christine A. Tsingos Age: 67 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 |
Our Board; Selection of Nominees
| • Assistant Treasurer, The Cooper Companies, Inc., a global healthcare manufacturer of vision-related products • Other Current Public Company Board Memberships: Envista Holdings Corporation, a global dental products company • Prior Public Company Board Memberships in the Past Five Years: Telesis Bio, Inc. and Onto Innovation Inc. 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 • Board and committee service for other public companies, including service as audit chair |
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. | | Short Term Incentives (“STI”) | • Motivate and reward achievement of annual financial results that drive profitability and stockholder value. | | | • Reward achievement of strategic goals that provide the foundation for future growth and profitability. | | Long Term Incentives (“LTI”) | • Align the interests of executives with those of our stockholders as the value of all awards is tied to our stock price. | | | • Motivate and reward achievement of long-term financial results that drive profitability and stockholder value. | | | • Motivate and reward long-term value creation as measured on a relative basis. | | | • Encourage executive retention and long-term performance through vesting over four years for time-vested awards and three years for performance-based awards. | | 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. |
Program Overview
Short Term Incentives consisted of an annual cash bonus, also sometimes referred to herein as an annual incentive.
Pay for Performance
Pay for Performance Our executive compensation programs are heavily weighted towards variable compensation that provides a direct link between corporate performance, stockholder value creation, and pay outcomes for our executives. Our programs also tie pay outcomes to the achievement of key strategic objectives that we believe will drive longer-term value to stockholders. The Compensation Committee regularly assesses our programs to ensure they are aligned with our evolving business strategy and are effective in supporting our talent needs. • Compensation Mix. The target total direct compensation (“Target TDC”) of our NEOs is comprised of three elements: base salary, target annual cash incentive opportunity, and the grant date fair value of LTIs. As illustrated by the segments in the following graphs, 81% of the Target TDC of our Chief Executive Officer (“CEO”) was at-risk and/or performance-based in the form of annual cash incentives and LTIs. For our other NEOs as a group on average, 63.5% of their Target TDC was at-risk and/or performance-based. The Compensation Committee generally positions target TDC for the NEOs near the median in terms of mix and value of base salary, annual cash incentive, and long-term equity incentives, taking into consideration individual factors such as experience, criticality to the organization, and performance. • Use of Rigorous Performance Goals in our Annual Incentive Plan. For fiscal year 2025, Adjusted EBIT was the financial measure utilized as the corporate target for all NEOs. Consistent with fiscal year 2024, individual achievement goals were used as a modifier of the financial goal (Adjusted EBIT) achievement. We believe that using one comprehensive corporate measure aligns and focuses our executives on the overall success of the Company, while the individual achievement modifier recognizes personal performance and rewards achievement of key milestones in the implementation of our strategies. Target objectives are set at the beginning of the fiscal year to be challenging, but attainable with solid performance and each year the Compensation Committee carefully evaluates management’s accomplishments relative to our key strategic goals. As a result of our financial performance in fiscal year 2025, and consistent with our pay for performance philosophy, executives earned between 137% and 151% of their target annual cash incentive awards (137% for the Chief Executive Officer and 141% on average for all other NEOs). • Calibration of Compensation Opportunity. Fiscal year 2025 long-term incentive grant values were reduced by 29% versus fiscal year 2024 as a one-time action to ensure program affordability in light of the decline in the Company’s share price. 50% of LTI Value Granted in the Form of Performance Stock Units (“PSUs”). For 2025, the LTI program consisted of 50% PSUs and 50% time-based RSUs. The PSUs were equally divided, with 50% of grant value tied to adjusted EBITDA margin performance and 50% tied to relative total shareholder return (“TSR”). PSUs tied to relative TSR (“TSR PSUs”) are earned based on TSR relative to the Russell 2000 Value Index constituents over a three-year period starting from the grant date. Earned awards will vest and be distributed following the end of the three-year performance period. PSUs tied to adjusted EBITDA margin (“EBITDA Margin PSUs”) are earned based on the achievement of pre-established adjusted EBITDA margin goals measured over three equally weighted one-year performance periods (fiscal year 2025, fiscal year 2026, and fiscal year 2027), with all goals set at the beginning of the three-year period. The amount earned with respect to each tranche will be determined following the end of each fiscal year in the performance period, with all earned awards vesting and being distributed following the end of the three-year performance period. Alignment of Pay and Stockholders’ Returns. The Compensation Committee carefully structures the compensation program to achieve alignment with stockholder interests, while providing target pay opportunities that are competitive with the market and appropriate to the specific contributions of each executive. Because our NEOs’ compensation opportunities are heavily tied to the achievement of operating results and/or share price performance, it is valuable to assess the pay that is realized (or tracking to be earned) compared to the pay opportunity. Our NEOs’ Realized TDC for fiscal year 2025, which includes actual short-term incentives value paid and the value of LTIs granted in fiscal year 2025 as of the end of fiscal year 2025, was lower than their fiscal year 2025 Target TDC. The short-term value realized was above target, but the year-end share price was below the share price at grant resulting in an overall lower Realized TDC compared to the Target TDC. Below is the calculation of Realized TDC and comparison of these values to Target TDC, which we believe demonstrates alignment with stockholders given that realized values are 1% to 8% below Target TDC.
Pay for Performance
| | Fiscal Year 2025 Realized TDC(1) | | | | | | | | | | | | Difference | | | Name | Salary Paid | + | Actual Annual Incentive | + | PSU Value | + | RSU Value | = | Total | - | FY2025 Target TDC(2) | = | ($) | (%) | | Sunny S. Sanyal | $815,816 | | $1,131,894 | | $1,002,842 | | $1,029,001 | | $3,979,553 | | $4,294,609 | | $(315,056) | (7.3)% | | Shubham Maheshwari | $534,877 | | $529,729 | | $294,477 | | $302,166 | | $1,661,249 | | $1,664,521 | | $(3,272) | (0.2)% | | Kimberley E. Honeysett | $420,908 | | $343,154 | | $180,741 | | $185,464 | | $1,130,266 | | $1,132,363 | | $(2,097) | (0.2)% | | Andrew J. Hartmann | $494,600 | | $301,901 | | $167,189 | | $171,554 | | $1,135,244 | | $1,210,593 | | $(75,350) | (6.2)% | | Mark S. Jonaitis | $405,908 | | $312,793 | | $167,189 | | $171,554 | | $1,057,447 | | $1,073,120 | | $(15,676) | (1.5)% |
Pay for Performance
(1) Fiscal year 2025 Realized TDC is the sum of salary paid, annual cash incentive earned, and the value of RSUs and PSUs granted in fiscal year 2025 based on the closing share price on October 3, 2025 ($11.94). Assumes target performance for PSUs, except with respect to the first tranche of the fiscal year 2025 EBITDA Margin PSUs and the first two tranches of the fiscal year 2024 EBITDA Margin PSUs, which are reflected at actual performance. (2) Fiscal year 2025 Target TDC is the sum of annualized salary, target annual incentive, and the grant date fair value of long-term incentives.
Key Changes for Fiscal Year 2026 Compensation and Governance Programs
Key Changes for Fiscal Year 2026 Compensation and Governance Programs For fiscal year 2026, our STI and LTI programs are expected to remain substantially the same as they were for fiscal year 2025. 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. Our LTI program will continue to 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.
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 ✓ Annual compensation review and risk assessment | × 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 | | ✓ 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 | | ✓ Standardize the timing and administration of equity award grants | × Take into account the timing of the release of material non-public information, such as positive or negative earnings announcements when granting equity awards | | ✓ 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 |
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 2025 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 2025 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 2025 and used as context for fiscal year 2026 pay decisions, the Compensation Committee approved the removal of Lantheus Holdings, Inc., and Merit Medical Systems, Inc., because their respective market caps significantly exceed the targeted size range. Lantheus Holdings and Merit Medical were replaced by Faro Technologies, Inc. and ZimVie, Inc., which are appropriately sized. 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.
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) that was above the median and market capitalization (based on the last fiscal year average) below the median of the peer group. Further detail on the peer group at the time it was approved in August 2025 is as follows:
How We Make Compensation Decisions
| | | Peer Group | | | | Company Scope | Varex | 25P | Median | 75P | | Revenue ($M) (trailing 4 quarters) | 821 | 377 | 535 | 838 | | Market Capitalization as (last fiscal year average) ($M) | 673 | 390 | 913 | 1,686 |
Fiscal Year 2025 Compensation Program and Pay Decisions
(1) Mr. Hartmann’s salary was temporarily increased to $536,000 from November 1, 2024 to December 31, 2024, and then to $548,000 from January 1, 2025 to May 30, 2025 while he led the Medical sales group on an interim basis until the Company hired a new Vice President of Global Medical Imaging. On June 1, 2025 his salary was adjusted back down to $428,000. 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 21, 2024, the Compensation Committee set the fiscal year 2025 performance goals under the MIP for the NEOs and certain other executive officers. For fiscal year 2025, a pool was established based on the financial achievement as measured by Adjusted EBIT compared against a pre-established target. Individual payouts were based on achievement of this financial measure with a potential modifier for achievement of pre-established individual strategic goals. The financial portion had potential funding of between 0% and 200% of target and the individual modifier had potential results of 80% to 120%, with a maximum potential payout of 200% of target for any participant. The Compensation Committee sets individual incentive targets, expressed as a percentage of salary, near the beginning 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.
Fiscal Year 2025 Compensation Program and Pay Decisions
| | MIP Target | | | MIP Maximum(1) | | Name | Base Salary | % of Base Salary | Amount | % of Base Salary | | Sunny S. Sanyal | $822,000 | 100% | $822,000 | 200% | | Shubham Maheshwari | $539,000 | 65% | $350,350 | 130% | | Kimberley E. Honeysett | $424,000 | 55% | $233,200 | 110% | | Andrew J. Hartmann | $428,000 | 55% | $235,400 | 110% | | Mark S. Jonaitis | $409,000 | 55% | $224,950 | 110% |
Fiscal Year 2025 MIP Framework
Fiscal Year 2025 MIP Framework Financial Portion — On November 21, 2024, the Compensation Committee set the fiscal year 2025 financial performance goals under the MIP for the NEOs and other Vice Presidents and above reporting directly to our CEO. For fiscal year 2025, 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.
Fiscal Year 2025 Payouts
Fiscal Year 2025 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 2025 compared to the thresholds set by the Compensation Committee and based on the scoring of the individual goals of the MIP, including: • For Mr. Sanyal — exceeded free cashflow and revenue goals; increased year-over-year gross margins; secured more cargo systems tenders, shipped more detectors, and secured more design wins than expected; improved employee engagement scores. • For Mr. Maheshwari — surpassed sales goals; increased cash balance; retired convertible debt; improved gross margins; and shipped more Gen 7 detectors than expected. • For Ms. Honeysett — increased efficiency in third-party intermediary vetting process; expanded ambassador program; improved employee engagement scores; achieved significant cost savings by closing several lawsuits. • For Mr. Hartmann — improved gross margin, increased employee engagement, exceeded detectors global revenue, and launched new non-destructive testing detector. For Mr. Jonaitis — exceeded revenue target; reduced operational costs, improved margins, reduced cost of product failure (COPF) as a percentage of sales, and improved net promoter score. With this mix of information, the Compensation Committee made final award determinations, with payouts as calculated in the following table:
Fiscal Year 2025 Payouts
| Name | MIP Target ($)x | Adjusted EBIT Attainment (%)x | Individual Modifier (%) | = | MIP Payout ($) | MIP Payout (% of Target) | | Sunny S. Sanyal | $822,000 | 135.0% | 102% | | $1,131,894 | 137.7% | | Shubham Maheshwari | $350,350 | 135.0% | 112% | | $529,729 | 151.2% | | Kimberley E. Honeysett | $233,200 | 135.0% | 109% | | $343,154 | 147.2% | | Andrew J. Hartmann | $235,400 | 135.0% | 95% | | $301,901 | 128.3% | | Mark S. Jonaitis | $224,950 | 135.0% | 103% | | $312,793 | 139.1% |
Fiscal Year 2025 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 through the value of unvested equity awards. For fiscal year 2025, our long-term incentive program comprised of performance-based stock units (50%), half of which are earned for relative TSR performance and half of which are earned for achievement of adjusted EBITDA margin goals, and time-based RSUs (50%). • TSR PSUs: Payouts for TSR PSUs may range from 0% to 150% of target based on actual achievement of TSR goals relative to the companies comprising the Russell 2000 Value Index, as described in the table below. No TSR PSUs will be earned if the threshold TSR goal is not achieved. The TSR RSU payout is capped at 100% of target if Varex’s absolute TSR is negative during the performance period, even if relative TSR is above the target level of achievement. All earned TSR PSUs will vest and be settled following the end of the three-year performance period, subject to the NEO’s continued service through the date the Compensation Committee certifies actual performance.
Fiscal Year 2025 Payouts
| | Varex TSR vs R2000 Value Index | % of Target Earned | | Maximum | 90th Percentile | 150% | | | 70th Percentile | 125% | | Target | 50th Percentile | 100% | | | 30th Percentile | 60% | | Threshold | 10th Percentile | 20% |
Fiscal Year 2025 Payouts
The Compensation Committee believes that TSR promotes stockholder alignment and creates an unambiguous link between the compensation of our NEOs to long-term enterprise value creation since this metric is directly linked to our long-term TSR relative to the companies comprising the Russell 2000 Value Index. The Compensation Committee, based on input from its compensation consultant, concluded that the use of the Russell 2000 Value Index was an appropriate benchmark given the broad-based nature of the index, the inclusion of the Company in the index, and because the Russell 2000 Value Index represents a broad representation of the potential opportunity cost of investing in the Company from an investor’s perspective. EBITDA Margin PSUs: EBITDA Margin PSUs are earned in three equally-weighted tranches for each of fiscal years 2025, 2026 and 2027, with earnout of each fiscal year’s tranche determined after the financial performance for the applicable fiscal year is known. All earned EBITDA Margin PSUs will vest and be settled following the end of the three-year performance period, subject to the NEO’s continued service through the date the Compensation Committee certifies actual performance following completion of fiscal year 2027. Adjusted EBITDA is defined consistently with disclosed results.
Fiscal Year 2025 Payouts
| | Adjusted EBITDA Margin Goals | | | | | Performance Period Weighting (% Target) | FY2025(1) (33.3%) | FY2026 (33.3%) | FY2027 (33.3%) | Total Earned as % Target | | Maximum | 17% | 17% | 17% | 200% | | | 13.7% | 13.7% | 13.7% | 105% | | Target | 12.7% | 12.7% | 12.7% | 100% | | | 11.7% | 11.7% | 11.7% | 95% | | Threshold | 7% | 7% | 7% | 50% |
Fiscal Year 2025 Payouts
Actual EBITDA margin percentage for fiscal year 2025 was 14.6%, which corresponds to a 130.9% earnout for fiscal year 2025. Adjusted EBITDA for fiscal year 2025 means the Company’s income before reductions for interest, taxes, depreciation and amortization, determined in accordance with generally accepted accounting principles for fiscal year 2025, as adjusted by adding back interest expense, income tax expense, depreciation, amortization, stock based compensation, restructuring charges, and other non-operational costs, in each case, incurred in fiscal year 2025 and in each case, consistent with the adjustments for adjusted EBITDA referenced in the Company’s earnings release for the applicable period. The Compensation Committee believes that granting PSUs based on achievement of adjusted EBITDA goals over three years will help the Company remain focused on sustained profitability. Annual LTI grant values utilize a dollar grant value and are determined together with total direct compensation, considering competitive market positioning and internal equity. Fiscal year 2025 officer grant values were reduced as a one-time action to ensure the affordability of our LTI program amid a decline in our share price.
Fiscal Year 2025 Payouts
| | Fiscal Year 2024 and Fiscal Year 2025 Grant Date LTI Comparison | | | | Name | FY2024 | FY2025 | % Change | | Sunny S. Sanyal | $3,749,998 | $2,662,978 | (29.0)% | | Shubham Maheshwari | $1,099,964 | $781,974 | (28.9)% | | Kimberley E. Honeysett | $674,967 | $479,956 | (28.9)% | | Andrew J. Hartmann | $624,990 | $443,963 | (29.0)% | | Mark S. Jonaitis | $624,990 | $443,963 | (29.0)% |
Fiscal Year 2025 Payouts
The RSUs granted to the NEOs in fiscal year 2025 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 PSU and RSU awards will occur only if the NEO is employed by the Company or an affiliate through each vesting date (or, in respect of PSUs, the date the Compensation Committee certifies actual results following the end of the three-year performance period), 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 2025 LTI awards are summarized in the table below. The grants were made under the Varex Imaging Corporation 2020 Omnibus Stock Plan, as amended and restated (the “2020 Stock Plan”). The grant date fair value of each award was determined using the Monte Carlo method for TSR PSUs, and was based on the closing price of our common stock on the date of grant for EBITDA Margin PSUs and time-based RSUs. Additional information about equity awards granted in fiscal year 2025 is provided below in the Grants of Plan-Based Awards table.
Fiscal Year 2025 Payouts
| | Fiscal Year 2025 LTI Grant Value | | | | | | Name | PSUs | + | RSUs | = | Total | | Sunny S. Sanyal | $1,331,482 | | $1,331,496 | | $2,662,978 | | Shubham Maheshwari | $390,981 | | $390,993 | | $781,974 | | Kimberley E. Honeysett | $239,971 | | $239,985 | | $479,956 | | Andrew J. Hartmann | $221,977 | | $221,986 | | $443,963 | | Mark S. Jonaitis | $221,977 | | $221,986 | | $443,963 |
Fiscal Year 2025 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 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.
Executive Compensation Governance Policies
Shares counting towards the guideline include owned shares and unvested RSUs. Outstanding stock options and unearned PSUs do not count towards the guideline. Covered individuals are required to hold 50% of the “net profit shares” resulting from stock option exercises and/or vesting of other stock-based awards (measured on a post-tax and post-exercise price basis, as applicable) until they reach their applicable ownership level. As of the beginning of fiscal year 2026, all our NEOs are in compliance with our policy. Recoupment (or “Clawback”) Policy. We have a Compensation Recovery Policy that 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. A copy of our Compensation Recovery Policy was filed as Exhibit 97 to the Annual Report. 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. Application of Compensation Recovery Policy to Correction of Accounting Error. As described in more detail in our Annual Report, during the third quarter of 2025 we identified an accounting error related to our deferred tax assets and liabilities and income tax expense calculations in prior periods. We evaluated the effect of the error on our previously issued Consolidated Financial Statements and determined that the related impacts were not material, individually or in aggregate. However, correcting the cumulative effect of the errors as an out-of-period adjustment would be material for fiscal year 2025. As such, we revised our prior period Consolidated Statements of Operations, Consolidated Statements of Comprehensive (Loss) Income, Consolidated Balance Sheets, Consolidated Statements of Stockholders’ Equity, and Consolidated Statements of Cash Flows to correct this error. For additional details regarding the revisions made please refer to “Revisions to Prior Period Financial Statements” of Note 1 to the Consolidated Financial Statements (beginning on page F-9) included in the Annual Report that accompanies this Proxy Statement. The error correction required a recovery analysis under our Compensation Recovery Policy. Based on that analysis, we determined that no recovery was required under the terms of the Compensation Recovery Policy because the correction resulted in no changes to the performance metrics used to determine incentive-based compensation for our executive officers during any of the applicable completed fiscal years. Prohibition on Hedging or Pledging Company Securities and Insider Trading Policy. We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted an insider trading policy (the “Insider Trading Policy”) governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy, including any amendments thereto, was filed as Exhibit 19.1 to the Annual Report. The Insider Trading Policy prohibits 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 Varex Imaging Corporation 2017 Omnibus Stock Plan (the “2017 Stock Plan”) and the 2020 Stock Plan explicitly prohibit the repricing of stock options without prior stockholder approval and grant of discount options.
Summary Compensation Table for Fiscal Year 2025
Summary Compensation Table for Fiscal Year 2025 The following table sets forth certain information about the compensation of the NEOs for each of the last three fiscal years.
Summary Compensation Table for Fiscal Year 2025
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Sunny S. Sanyal President and Chief Executive Officer | 2025 | 815,816 | — | 2,662,978 | — | 1,131,894 | — | 24,000 | 4,634,688 | | | 2024 | 791,366 | — | 3,749,998 | — | 180,667 | — | 27,462 | 4,749,492 | | | 2023 | 766,462 | — | 1,624,992 | 1,624,998 | 480,500 | — | 23,946 | 4,520,898 | | Shubham Maheshwari Chief Financial Officer | 2025 | 534,877 | — | 781,974 | — | 529,729 | — | 14,000 | 1,860,580 | | | 2024 | 515,789 | — | 1,099,963 | — | 76,965 | — | 14,741 | 1,707,458 | | | 2023 | 492,462 | — | 397,478 | 397,498 | 222,770 | — | 14,504 | 1,524,712 | | Kimberley E. Honeysett(6) Former SVP, CLO and Corporate Secretary | 2025 | 420,908 | — | 479,956 | — | 343,154 | — | 22,299 | 1,266,317 | | | 2024 | 408,539 | — | 674,973 | — | 71,823 | — | 13,542 | 1,168,877 | | | 2023 | 395,385 | 35 | 287,495 | 287,494 | 128,216 | — | 20,175 | 1,118,800 | | Andrew J. Hartmann SVP and General Manager, Detectors | 2025 | 494,600 | — | 443,963 | — | 301,901 | — | 15,649 | 1,256,113 | | | 2024 | 412,539 | — | 624,990 | — | 53,743 | — | 17,892 | 1,109,164 | | | 2023 | 399,616 | — | 262,486 | 262,490 | 132,253 | — | 15,739 | 1,072,584 | | Mark S. Jonaitis(7) SVP and General Manager, X-Ray Sources | 2025 | 405,908 | — | 443,963 | — | 312,793 | — | 21,534 | 1,184,198 | | | 2024 | 393,539 | — | 624,990 | — | 125,640 | — | 24,026 | 1,168,195 | | | 2023 | 393,539 | 2,842 | 262,486 | 262,490 | 125,640 | — | 24,026 | 1,071,023 |
Summary Compensation Table for Fiscal Year 2025
(1) This column represents salaries earned during the fiscal year that the individual was an NEO. (2) This column represents awards granted during fiscal years 2025, 2024 and 2023, computed in each case in accordance with Accounting Standards Codification 718 (“ASC 718”), “Compensation — Stock Compensation”. 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. The grant date fair value for PSU awards subject to adjusted EBITDA margin goals over three years was determined using the closing price of our common stock on the grant date. For PSUs subject to relative TSR performance, consistent with ASC 718, the grant date fair value was determined using a Monte Carlo simulation performed as of the date of grant by an independent third party, the assumptions of which are disclosed below.
Summary Compensation Table for Fiscal Year 2025
| TSR PSU Awards | Dividend Yield | Interest Rate | Historical Volatility | Remaining Performance Period on the Grant Date (Years) | | Fiscal 2025 | 0.0% | 4.0% | 36.3% | 3.0 | | (Dec. 10, 2024 Grant Date) | | | | |
Summary Compensation Table for Fiscal Year 2025
For fiscal year 2025, the grant date fair values of included EBITDA Margin PSUs, assuming at the grant date that the highest level of performance conditions will be achieved for each EBITDA Margin PSU, are: Mr. Sanyal, $1,331,482; Mr. Maheshwari, $390,981; Ms. Honeysett, $239,971; Mr. Hartmann, $221,977; and Mr. Jonaitis, $221,977. The total grant date fair value of the TSR PSUs that may be earned depending on our relative TSR remains the same whether the maximum, target, or below target performance is earned. See the notes entitled “Summary of Significant Accounting Policies” and “Employee Stock Plan” in Notes 1 and 11, respectively, 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. 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 Notes 1 and 11, respectively, 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. (4) This column represents annual cash incentives earned under the MIP. For additional information regarding annual cash incentives under the MIP for fiscal year 2025, please see the section entitled “Compensation Discussion and Analysis — Fiscal Year 2025 Compensation Program and Pay Decisions — Annual Cash Incentives.” (5) Set forth in the table below are the material components of the “All Other Compensation” column for fiscal year 2025.
Summary Compensation Table for Fiscal Year 2025
| Name | Company Contributions to 401(K)(a) | Other(b) | | Sunny S. Sanyal | $14,000 | $10,000 | | Shubham Maheshwari | $14,000 | — | | Kimberley E. Honeysett | $14,799 | $7,500 | | Andrew J. Hartmann | $15,649 | — | | Mark S. Jonaitis | $14,581 | $6,952 |
Summary Compensation Table for Fiscal Year 2025
(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 $1.00 for each dollar contributed, up to 4% of eligible earnings. (b) The amounts for Mr. Sanyal, Ms. Honeysett, and Mr. Jonaitis are financial planning reimbursements. (6) Ms. Honeysett ceased to be the Company’s Senior Vice President, Chief Legal Officer and Corporate Secretary effective October 3, 2025, the last day of our 2025 fiscal year. Mark S. Jonaitis was an NEO in fiscal year 2023 and fiscal year 2025, but not in fiscal year 2024.
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides information on plan-based awards made in fiscal year 2025 to each of our NEOs:
Grants of Plan-Based Awards in Fiscal Year 2025
| Name | Grant Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: # of Shares of Stock or Units(3) (#) | All Other Option Awards: # of Securities Underlying Options(4) (#) | Exercise or Base Price of Option Awards ($/Sh.) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Sunny S. Sanyal | MIP | — | 246,600 | 822,000 | 1,644,000 | — | — | — | — | — | — | — | | | EBITDA Margin PSUs | 12/10/2024 | — | — | — | 21,545 | 43,090 | 86,180 | — | — | — | 665,741 | | | TSR PSUs | 12/10/2024 | — | — | — | 7,291 | 36,459 | 54,689 | — | — | — | 665,741 | | | RSUs | 12/10/2024 | — | — | — | — | — | — | 86,181 | — | — | 1,331,496 | | Shubham Maheshwari | MIP | — | 105,105 | 350,350 | 700,700 | — | — | — | — | — | — | — | | | EBITDA Margin PSUs | 12/10/2024 | — | — | — | 6,326 | 12,653 | 25,306 | — | — | — | 195,489 | | | TSR PSUs | 12/10/2024 | — | — | — | 2,141 | 10,706 | 16,059 | — | — | — | 195,462 | | | RSUs | 12/10/2024 | — | — | — | — | — | — | 25,307 | — | — | 390,993 | | Kimberley E. Honeysett | MIP | — | 69,960 | 233,200 | 466,400 | — | — | — | — | — | — | — | | | EBITDA Margin PSUs | 12/10/2024 | — | — | — | 3,883 | 7,766 | 15,532 | — | — | — | 119,985 | | | TSR PSUs | 12/10/2024 | — | — | — | 1,314 | 6,571 | 9,857 | — | — | — | 119,986 | | | RSUs | 12/10/2024 | — | — | — | — | — | — | 15,533 | — | — | 239,985 | | Andrew J. Hartmann | MIP | — | 70,620 | 235,400 | 470,800 | — | — | — | — | — | — | — | | | EBITDA Margin PSUs | 12/10/2024 | — | — | — | 3,592 | 7,184 | 14,368 | — | — | — | 110,993 | | | TSR PSUs | 12/10/2024 | — | — | — | 1,215 | 6,078 | 9,117 | — | — | — | 110,984 | | | RSUs | 12/10/2024 | — | — | — | — | — | — | 14,368 | — | — | 221,986 | | Mark S. Jonaitis | MIP | — | 67,485 | 224,950 | 449,500 | — | — | — | — | — | — | — | | | EBITDA Margin PSUs | 12/10/2024 | — | — | — | 3,592 | 7,184 | 14,368 | — | — | — | 110,993 | | | TSR PSUs | 12/10/2024 | — | — | — | 1,215 | 6,078 | 9,117 | — | — | — | 110,984 | | | RSUs | 12/10/2024 | — | — | — | — | — | — | 14,368 | — | — | 221,986 |
Grants of Plan-Based Awards in Fiscal Year 2025
(1) These columns represent the potential awards under our MIP for fiscal year 2025 as further discussed in “— Compensation Discussion and Analysis — Fiscal Year 2025 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 2025 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 2025. The amounts reported represent the threshold, target and maximum number of PSUs granted in fiscal year 2025. Each PSU award was granted under the 2020 Stock Plan. The EBITDA Margin PSUs will vest based on achievement of adjusted EBITDA margin goals over the three-year period covering fiscal years 2025, 2026 and 2027. The TSR PSUs will vest based on achievement of certain TSR goals over the three-year period commencing on the date of grant and ending on the third anniversary of the date of grant. The final number of shares earned in respect of PSUs granted in fiscal year 2025 will be determined by the Compensation Committee upon the completion of the three-year performance, generally subject to continued employment through the determination date. Vesting will occur only if the NEO is employed by the Company or an affiliate through the date that achievement is determined, 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.” Each RSU award was granted under the 2020 Stock Plan. Each RSU award vests 50% on December 10, 2026, and 50% on December 10, 2028. 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.” (4) No stock options were granted to our NEOs in fiscal year 2025. This column represents the aggregate grant date fair value of PSU and RSU grants to the NEOs computed in accordance with ASC 718. See footnote (3) of the Summary Compensation Table for more information.
Outstanding Equity Awards at Fiscal Year 2025 Year End
Outstanding Equity Awards at Fiscal Year 2025 Year End The following table sets forth the outstanding equity awards of the NEOs as of the end of fiscal year 2025:
Outstanding Equity Awards at Fiscal Year 2025 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) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Sunny S. Sanyal | 2/15/2019 | 103,282(4) | — | 31.42 | 2/15/2026 | — | — | — | — | | | 2/18/2020 | 173,206(5) | — | 28.12 | 2/15/2030 | — | — | — | — | | | 2/16/2021 | 165,950(6) | — | 25.06 | 2/16/2031 | — | — | — | — | | | 12/10/2021 | 132,043(7) | 7,768(7) | 30.95 | 12/10/2031 | — | — | — | — | | | 12/9/2022 | 115,054(8) | 52,299(8) | 22.13 | 12/8/2032 | — | — | — | — | | | 12/9/2022 | — | — | — | — | 40,383(10) | 482,173 | — | — | | | 12/10/2023 | — | — | — | — | 95,226(11) | 1,136,998 | — | — | | | 12/10/2024 | — | — | — | — | 86,181(15) | 1,029,001 | — | — | | | 12/10/2023 | — | — | — | — | 8,886(12) | 106,100 | 13,464(12) | 160,760 | | | 12/10/2023 | — | — | — | — | 25,114(13) | 299,861 | 15,871(13) | 189,500 | | | 12/10/2024 | — | — | — | — | 5,711(16) | 68,189 | 24,306(16) | 290,214 | | | 12/10/2024 | — | — | — | — | 18,804(17) | 224,520 | 57,453(17) | 685,989 | | Shubham Maheshwari | 10/2/2020 | 160,944(9) | — | 13.61 | 8/15/2030 | — | — | — | — | | | 5/21/2021 | 17,605(14) | — | 27.95 | 5/21/2031 | — | — | — | — | | | 12/10/2021 | 30,873(7) | 2,059(7) | 30.95 | 12/10/2031 | — | — | — | — | | | 12/9/2022 | 28,143(8) | 12,794(8) | 22.13 | 12/8/2032 | — | — | — | — | | | 12/9/2022 | — | — | — | — | 9,878(10) | 117,943 | — | — | | | 12/10/2023 | — | — | — | — | 27,932(11) | 333,508 | — | — | | | 12/10/2024 | — | — | — | — | 25,307(15) | 302,165 | — | — | | | 12/10/2023 | — | — | — | — | 2,606(12) | 31,116 | 3,949(12) | 47,151 | | | 12/10/2023 | — | — | — | — | 7,366(13) | 87,950 | 4,655(13) | 55,581 | | | 12/10/2024 | — | — | — | — | 1,677(16) | 20,023 | 7,137(16) | 85,216 | | | 12/10/2024 | — | — | — | — | 5,521(17) | 65,921 | 16,870(17) | 201,428 |
Outstanding Equity Awards at Fiscal Year 2025 Year End
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($)(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 ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Kimberley E. Honeysett | 2/15/2019 | 17,229(4) | — | 31.42 | 2/15/2026 | — | — | — | — | | | 2/18/2020 | 29,147(5) | — | 28.12 | 2/15/2030 | — | — | — | — | | | 2/16/2021 | 28,195(6) | — | 25.06 | 2/16/2031 | — | — | — | — | | | 12/10/2021 | 22,329(7) | 1,490(7) | 30.95 | 12/10/2031 | — | — | — | — | | | 12/9/2022 | 20,355(8) | 9,253(8) | 22.13 | 12/8/2032 | — | — | — | — | | | 12/9/2022 | — | — | — | — | 7,145(10) | 85,311 | — | — | | | 12/10/2023 | — | — | — | — | 17,140(11) | 204,652 | — | — | | | 12/10/2024 | — | — | — | — | 15,533(15) | 185,464 | — | — | | | 12/10/2023 | — | — | — | — | 1,599(12) | 19,092 | 2,423(12) | 29,931 | | | 12/10/2023 | — | — | — | — | 4,520(13) | 53,969 | 2,856(13) | 34,101 | | | 12/10/2024 | — | — | — | — | 1,029(16) | 12,286 | 4,380(16) | 52,297 | | | 12/10/2024 | — | — | — | — | 3,389(17) | 40,465 | 10,354(17) | 123,627 | | Andrew J. Hartmann | 2/15/2019 | 30,029(4) | — | 31.42 | 2/15/2026 | — | — | — | — | | | 2/18/2020 | 29,428(5) | — | 28.12 | 2/15/2030 | — | — | — | — | | | 2/16/2021 | 28,195(6) | — | 25.06 | 2/16/2031 | — | — | — | — | | | 12/10/2021 | 20,388(7) | 1,360(7) | 30.95 | 12/10/2031 | — | — | — | — | | | 12/9/2022 | 18,584(8) | 8,449(8) | 22.13 | 12/8/2032 | — | — | — | — | | | 12/9/2022 | — | — | — | — | 6,523(10) | 77,885 | — | — | | | 12/10/2023 | — | — | — | — | 15,871(11) | 189,500 | — | — | | | 12/10/2024 | — | — | — | — | 14,368(15) | 171,554 | — | — | | | 12/10/2023 | — | — | — | — | 1,481(12) | 17,683 | 2,244(12) | 26,793 | | | 12/10/2023 | — | — | — | — | 4,185(13) | 49,969 | 2,645(13) | 31,581 | | | 12/10/2024 | — | — | — | — | 952(16) | 11,367 | 4,052(16) | 48,381 | | | 12/10/2024 | — | — | — | — | 3,135(17) | 37,432 | 9,578(17) | 114,361 | | Mark S. Jonaitis | 2/15/2019 | 16,699(4) | — | 31.42 | 2/15/2026 | — | — | — | — | | | 2/18/2020 | 28,026(5) | — | 28.12 | 2/15/2030 | — | — | — | — | | | 2/16/2021 | 28,195(6) | — | 25.06 | 2/16/2031 | — | — | — | — | | | 12/10/2021 | 20,388(7) | 1,360(7) | 30.95 | 12/10/2031 | — | — | — | — | | | 12/9/2022 | 18,584(8) | 8,449(8) | 22.13 | 12/8/2032 | — | — | — | — | | | 12/9/2022 | — | — | — | — | 6,523(10) | 77,885 | — | — | | | 12/10/2023 | — | — | — | — | 15,871(11) | 189,500 | — | — | | | 12/10/2024 | — | — | — | — | 14,368(15) | 171,554 | — | — | | | 12/10/2023 | — | — | — | — | 1,481(12) | 17,683 | 2,244(12) | 26,793 | | | 12/10/2023 | — | — | — | — | 4,185(13) | 49,969 | 2,645(13) | 31,581 | | | 12/10/2024 | — | — | — | — | 952(16) | 11,367 | 4,052(16) | 48,381 | | | 12/10/2024 | — | — | — | — | 3,135(17) | 37,432 | 9,578(17) | 114,361 |
Outstanding Equity Awards at Fiscal Year 2025 Year End
For stock options, RSU and PSU awards reflected in these columns, vesting will occur only if the NEO is employed by the Company or an affiliate through each vesting date, (or, in the case of PSU awards, the achievement determination 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.” (2) 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 October 3, 2025 ($11.94). (4) These stock options fully vested on 2/15/2023. (5) These stock options fully vested on 2/15/2024. (6) These stock options fully vested on 2/15/2025. (7) 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. (8) 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. (9) These stock options fully vested on 8/15/2024. (10) The unvested portion of these RSU awards is scheduled to vest fully on 12/10/2026. (11) The unvested portion of these RSU awards is scheduled to vest as follows: 50% on 12/10/2025 and the remaining 50% on 12/10/2027. (12) Pursuant to SEC rules, fiscal years 2024 and 2025 are calculated at a 33% level of performance conditions achieved and fiscal year 2026 is calculated assuming the target level of performance conditions is achieved because actual performance through the last date of the fiscal year was trending below target but above threshold. The TSR PSUs will vest based on achievement of certain relative TSR goals over the three-year period commencing on the date of grant and ending on the third anniversary of the date of grant. The final number of shares earned in respect of PSUs will be determined by the Compensation Committee upon the completion of the three-year performance period, generally subject to continued employment through the determination date. (13) Pursuant to SEC rules, fiscal year 2024 is calculated using the certified attainment payout of 61%, fiscal year 2025 is calculated using the certified attainment payout of 97% and fiscal year 2006 is calculated assuming the target level of performance conditions is achieved because actual performance through the last date of the fiscal year was trending below target but above threshold. The EBITDA Margin PSUs will vest based on achievement of adjusted EBITDA margin goals over the three-year period covering fiscal years 2024, 2025 and 2026. The final number of shares earned in respect of PSUs will be determined by the Compensation Committee upon the completion of the three-year performance period, generally subject to continued employment through the determination date. (14) These stock options fully vested on 5/15/2025. (15) The unvested portion of these RSU awards is scheduled to vest as follows: 50% on 12/10/2026 and the remaining 50% on 12/10/2028. Pursuant to SEC rules, fiscal year 2025 is calculated at a 47% level of performance conditions achieved and fiscal years 2026 and 2027 are calculated assuming the target level of performance conditions is achieved because actual performance through the last date of the fiscal year was trending below target but above threshold. The TSR PSUs will vest based on achievement of certain relative TSR goals over the three-year period commencing on the date of grant and ending on the third anniversary of the date of grant. The final number of shares earned in respect of PSUs will be determined by the Compensation Committee upon the completion of the three-year performance period, generally subject to continued employment through the determination date. Pursuant to SEC rules, fiscal year 2025 is calculated using the certified attainment payout of 130% and fiscal years 2026 and 2027 are calculated assuming the maximum level of performance conditions is achieved because actual performance through the last date of the fiscal year was trending below the maximum but above target. The EBITDA Margin PSUs will vest based on achievement of adjusted EBITDA margin goals over the three-year period covering fiscal years 2025, 2026 and 2027. The final number of shares earned in respect of PSUs will be determined by the Compensation Committee upon the completion of the three-year performance period, generally subject to continued employment through the determination date.
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 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 2025. 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.
Option Exercises and Stock Vested in Fiscal Year 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(1) | Value Realized Upon Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Sunny S. Sanyal | — | — | 74,293 | $1,073,901 | | Shubham Maheshwari | — | — | 13,567 | $181,721 | | Kimberley E. Honeysett | — | — | 12,906 | $186,837 | | Andrew J. Hartmann | — | — | 12,285 | $177,242 | | Mark S. Jonaitis | — | — | 12,285 | $177,242 |
Option Exercises and Stock Vested in Fiscal Year 2025
(1) None of the option awards that vested in fiscal year 2025 had an exercise price higher than the market price at the time of vesting. Thus, no options were exercised in fiscal year 2025.
Nonqualified Deferred Compensation in Fiscal Year 2025
Nonqualified Deferred Compensation in Fiscal Year 2025 The following table sets forth contributions, earnings, and distributions during fiscal year 2025, and account balances as of October 3, 2025, for each of the NEOs under (i) our nonqualified DCP and (ii) the now frozen deferred compensation plan in which certain of the NEOs participated at Varian Medical Systems, Inc. (“Varian”) prior to the time Varex spun-off from Varian in January 2017 (the “Spin-off”):
Nonqualified Deferred Compensation in Fiscal Year 2025
| 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 | — | — | $760 | $75,692 | — | | | Frozen | — | — | $36,278 | — | $185,263 | | | DCP | | | | | | | Shubham Maheswari | — | — | — | — | — | — | | Kimberley E. Honeysett | Frozen | — | — | $1,270 | — | $27,385 | | | DCP | | | | | | | Andrew J. Hartmann | — | — | — | — | — | — | | Mark S. Jonaitis | DCP | $84,236 | — | $909 | — | $173,686 | | | Frozen | — | — | $145,688 | | $1,149,784 | | | DCP | | | | | |
Nonqualified Deferred Compensation in Fiscal Year 2025
These amounts represent the respective executive contributions attributable to fiscal year 2025, which were included in the “Salary” column of the Summary Compensation Table for fiscal year 2025. (2) There were no Company contributions during fiscal year 2025. (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 2025: Mr. Jonaitis $11,534. 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.
Potential Payments upon Termination, Change in Control, or upon Death or Disability
Potential Payments upon Termination, Change in Control, or upon Death or Disability Severance Agreements None of our NEOs are entitled to severance payments upon a termination, except as described below under Change in Control Agreements. In connection with her transition from General Counsel and Chief Legal Officer, we entered into a Transition Agreement with Ms. Honeysett on September 5, 2025, that provides that she will continue to be paid at her current salary and be eligible for all Company benefits for which she was eligible immediately preceding the date of the Transition Agreement. During fiscal year 2026, Ms. Honeysett will continue to receive the annual salary she was receiving immediately preceding the date of the Transition Agreement, be eligible to receive a bonus under the Company’s management incentive plan and receive standard non-executive compensation benefits as outlined in the Transition Agreement. Thereafter, and through December 12, 2027 (the “Continued Service Period”), she will receive compensation of $100,000, plus continued health insurance coverage and other standard non-executive benefits as outlined in the Transition Agreement. In accordance with the terms of the Company’s equity plan and outstanding award agreements, as a continuing employee or advisor during the Continued Service Period, Ms. Honeysett will continue to vest in her outstanding equity awards. Change in Control Agreements 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 option and stock awards (with (i) TSR PSUs vesting at the greater of actual and target performance and (ii) EBITDA Margin PSUs vesting at actual performance levels with respect to any completed portion of the performance period for which performance has been determined and at target with respect to any incomplete portion of the performance period for which performance has not yet been determined, in each case, as provided in the applicable award agreements), 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 Mr. Maheshwari, Mr. Hartmann, and Mr. Jonaitis 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. Change in Control Treatment Under Equity Agreements Under the Company’s 2017 Stock Plan and 2020 Stock 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. Further, each NEO’s TSR PSU award agreement provides that if (i) a change in control occurs before the last day of the performance period and (ii)(x) the TSR PSU award is assumed or substituted, then the greater of actual performance or 100% of the target amount of TSR PSUs will vest on the last day of the performance period (subject to the NEO’s continued service through such date), or (y) the TSR PSU award is not assumed or substituted, the greater of actual performance or 100% of the target amount of TSR PSUs vest upon the effective date of the change in control (subject to the NEO’s continued service through such date). In addition, each NEO’s EBITDA Margin PSU award agreement provides that if (i) a change in control prior to the achievement determination date and (ii)(x) the EBITDA Margin PSU award is assumed or substituted, the following number of shares will vest on the achievement determination date (subject to the NEO’s continued service through such date), or (y) the EBITDA Margin PSU award is not assumed or substituted, the following number of shares shall vest on the effective date on the change in control (subject to the NEO’s continued service through such date): (i) with respect to any portion of the EBITDA Margin PSU award for which the performance calculation has been determined on or prior to the effective date of the change in control, the number of shares that have been “earned” as determined by the Compensation Committee, plus (ii) with respect to any portion of the EBITDA Margin PSU award for which the performance calculation has not yet been determined prior to the effective date of the change in control, the target number of shares. Equity Treatment Upon Death or Disability
Potential Payments upon Termination, Change in Control, or upon Death or Disability
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 between 2017 and 2019 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 expires earlier. Stock options granted under the 2020 Stock 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. Each NEO’s TSR PSU award agreement provides that if the applicable NEO’s employment terminated due to death or disability, then the TSR PSUs will vest at target (or, if a change in control occurs prior to the end of the performance period, the TSR PSUs are assumed or substituted, and such termination occurs after such change in control, the TSR PSUs are assumed or substituted, and termination occurs after such change in control, the TSR PSUs will vest at the greater of actual and target performance). Each NEO’s EBITDA Margin PSU award agreement provides that if the applicable NEO’s employment terminated due to death or disability, then (i) with respect to any portion of the EBITDA Margin PSUs for which the performance calculation has been determined prior to such termination, the number of shares that have been “earned” as determined by the Compensation Committee will vest, and (ii) with respect to any portion of the EBITDA Margin PSUs for which the performance calculation was not determined prior to such termination, the target number of shares will vest. Potential Payments Tables The tables below reflect the value of compensation and benefits that would become payable to each of the NEOs, except with respect to Ms. Honeysett, if (i) a change in control occurred on October 3, 2025, and the NEO experienced a qualifying termination of employment on that date, (ii) a corporate transaction occurred on October 3, 2025, and the NEO’s equity awards are assumed, continued, or substituted, (iii) a corporate transaction occurred on October 3, 2025, and the NEO’s equity awards are not assumed, continued, or substituted, or (iv) the NEO died or experienced a qualifying disability on October 3, 2025. These amounts are based upon the NEO’s compensation as of such date and on the Company’s closing stock price of $11.94 on October 3, 2025, 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 (with (i) TSR PSUs vesting at the greater of actual and target performance and (ii) EBITDA Margin PSUs vesting at actual performance levels with respect to any completed portion of the performance period for which performance has been determined and at target with respect to any incomplete portion of the performance period for which performance has not yet been determined, in each case, as provided in the applicable award agreements). • 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. As discussed above, Ms. Honeysett ceased to be the Company’s Senior Vice President, Chief Legal Officer and Corporate Secretary effective October 3, 2025. On September 5, 2025, we entered into the Transition Agreement with Ms. Honeysett, in connection with her transition from General Counsel and Chief Legal Officer. During her Continued Service Period, Ms. Honeysett will receive the compensation and other benefits as outlined in the Transition Agreement and described above under “Severance Agreements”.
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
Potential Payments upon Termination of Employment in Connection with a Change in Control
| Name | Cash Severance | Benefit Continuation | Options(1) | RSUs(1) | PSUs(1) | Total | | Sunny S. Sanyal | $2,877,000 | $35,932 | $— | $2,966,397 | $1,974,487 | $7,853,817 | | Shubham Maheshwari | $1,428,350 | $0(2) | $— | $837,949 | $579,484 | $2,845,784 | | Andrew J. Hartmann | $1,091,400 | $25,481 | $— | $494,626 | $329,125 | $1,940,632 | | Mark S. Jonaitis | $1,042,950 | $22,724 | $— | $494,626 | $329,125 | $1,889,425 |
Potential Payments upon Termination of Employment in Connection with a Change in Control
(1) Represents the value of accelerated equity awards based on our closing stock price as of October 3, 2025 ($11.94). Assumes target performance for PSUs, except with respect to the first tranche of the fiscal year 2025 EBITDA Margin PSUs and the first two tranches of the fiscal year 2024 EBITDA Margin PSUs, which are reflected at actual performance. (2) Mr. Maheshwari was not enrolled in Varex Imaging medical, dental, and vision benefits as of the end of fiscal year 2025.
Potential Payments upon a Corporate Transaction, and Equity Awards are Assumed, Continued, or Substituted
Potential Payments upon a Corporate Transaction, and Equity Awards are Assumed, Continued, or Substituted
Potential Payments upon a Corporate Transaction, and Equity Awards are Assumed, Continued, or Substituted
| Name | Options | RSUs | PSUs(1) | Total | | Sunny S. Sanyal | — | — | $1,974,487 | $1,974,487 | | Shubham Maheshwari | — | — | $579,484 | $579,484 | | Andrew J. Hartmann | — | — | $329,125 | $329,125 | | Mark S. Jonaitis | — | — | $329,125 | $329,125 |
Potential Payments upon a Corporate Transaction, and Equity Awards are Assumed, Continued, or Substituted
(1) Represents the value of accelerated equity awards based on our closing stock price as of October 3, 2025 ($11.94). Assumes target performance for PSUs, except with respect to the first tranche of the fiscal year 2025 EBITDA Margin PSUs and the first and second tranches of the fiscal year 2024 EBITDA Margin PSUs, which are reflected at actual performance.
Potential Payments upon a Corporate Transaction, and Equity Awards are Not Assumed, Continued, or Substituted
Potential Payments upon a Corporate Transaction, and Equity Awards are Not Assumed, Continued, or Substituted
Potential Payments upon a Corporate Transaction, and Equity Awards are Not Assumed, Continued, or Substituted
| Name | Options(1) | RSUs(2) | PSUs(2) | Total | | Sunny S. Sanyal | — | $2,966,397 | $1,974,487 | $4,940,884 | | Shubham Maheshwari | — | $837,949 | $579,484 | $1,417,433 | | Andrew J. Hartmann | — | $494,626 | $329,125 | $823,751 | | Mark S. Jonaitis | — | $494,626 | $329,125 | $823,751 |
Potential Payments upon a Corporate Transaction, and Equity Awards are Not Assumed, Continued, or Substituted
(1) The exercise price of all outstanding equity is greater than the closing stock price as of October 3, 2025 ($11.94). Thus, the options hold no value. Represents the value of accelerated equity awards based on our closing stock price as of October 3, 2025 ($11.94). Assumes target performance for PSUs, except with respect to the first tranche of the fiscal year 2025 EBITDA Margin PSUs and the first and second tranches of the fiscal year 2024 EBITDA Margin PSUs, which are reflected at actual performance.
Potential Payments upon Death or Disability
Potential Payments upon Death or Disability
Potential Payments upon Death or Disability
| Name | Options(1) | RSUs(2) | PSUs(2) | Total | | Sunny S. Sanyal | — | $2,966,397 | $1,974,487 | $4,940,884 | | Shubham Maheshwari | — | $837,949 | $579,484 | $1,417,433 | | Andrew J. Hartmann | — | $494,626 | $329,125 | $823,751 | | Mark S. Jonaitis | — | $494,626 | $329,125 | $823,751 |
Potential Payments upon Death or Disability
(1) The exercise price of all outstanding equity is greater than the closing stock price as of October 3, 2025 ($11.94). Thus, the options hold no value. (2) Represents the value of accelerated equity awards based on our closing stock price as of October 3, 2025 ($11.94). Assumes target performance for PSUs, except with respect to the first tranche of the fiscal year 2025 EBITDA Margin PSUs and the first and second tranches of the fiscal year 2024 EBITDA Margin PSUs, which are reflected at actual performance.
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 2025. 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. The following table reflects our director compensation program.
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 | | | These amounts are payable in equal quarterly installments in arrears and are 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 | | | These amounts are payable in equal quarterly installments in arrears and are pro-rated for any partial year of service. |
Compensation of Directors
| Component | Description | | 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 $165,000, 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 2025, the annual grant was made on February 10, 2025. | | | • 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. | | | • Directors must hold 50% of the post-tax “net profit shares” resulting from stock option exercises and/or vesting of stock-based awards until achieving their required ownership level. |
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.
Director Compensation for Fiscal Year 2025
Director Compensation for Fiscal Year 2025 The following table sets forth the compensation received by each non-employee director during fiscal year 2025:
Director Compensation for Fiscal Year 2025
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Kathleen L. Bardwell | $88,000 | $164,994 | — | — | $252,994 | | Jocelyn D. Chertoff, M.D.(2) | $88,000 | $164,994 | — | — | $252,994 | | Timothy E. Guertin | $90,000 | $164,994 | — | — | $254,994 | | Jay K. Kunkel | $87,000 | $164,994 | — | — | $251,994 | | Walter M Rosebrough, Jr. | $122,000 | $199,999 | — | — | $321,999 | | Christine A. Tsingos | $103,000 | $164,994 | — | — | $267,994 |
Director Compensation for Fiscal Year 2025
(1) This column represents the aggregate grant date fair value of DSUs granted in fiscal year 2025, computed in accordance with ASC 718. The grant date fair value for DSU awards granted in fiscal year 2025 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 directors fees for Ms. Chertoff were deferred into the DCP for fiscal year 2025. The following table sets forth the aggregate number of outstanding DSUs held by each non-employee director as of the end of fiscal year 2025:
Director Compensation for Fiscal Year 2025
| Name | Outstanding DSUs | | Kathleen L. Bardwell(1) | 30,249 | | Jocelyn D. Chertoff, M.D(1) | 30,249 | | Timothy E. Guertin(1) | 30,249 | | Jay K. Kunkel(1) | 30,249 | | Walter M Rosebrough, Jr.(2) | 36,723 | | Christine A. Tsingos(1) | 30,249 |
Director Compensation for Fiscal Year 2025
(1) 18,126 DSUs were vested as of the end of fiscal year 2025. (2) 22,028 DSUs were vested as of the end of fiscal year 2025. Our director compensation program is reviewed periodically by the Compensation Committee, although a market review was not conducted in fiscal year 2025. The director compensation program is not expected to change in fiscal year 2026.
CEO Pay Ratio
CEO Pay Ratio For fiscal year 2025, based on reasonable estimates, the median of the annual total compensation of our employees (other than our CEO) was $61,090 and the annual total compensation of our CEO, as reported in our Summary Compensation Table, was $4,634,688. 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 75.9:1. Employees Included. October 3, 2025 (the “determination date”), was used to determine the median employee. 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 2025 work schedule for hourly employees) for fiscal year 2025 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 country. 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.
Pay Versus Performance
Pay Versus Performance The following table shows the total compensation for our NEOs, the “compensation actually paid” (“CAP”) to our principal executive officer (“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. We sometimes refer to the Company and the Company’s common stock, as the context may require, in this “Pay Versus Performance” section of the Proxy Statement as “VREX.”
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) | | 2025 | $4,634,688 | $4,137,503 | $1,391,802 | $1,281,334 | $96.52 | $135.18 | $(69.9) | $75.4 | | 2024 | $4,749,493 | $1,120,801 | $1,290,131 | $591,607 | $96.36 | $128.04 | $(48.3) | $46.0 | | 2023 | $4,520,898 | $3,662,554 | $1,193,495 | $1,007,091 | $151.90 | $103.50 | $47.9 | $95.6 | | 2022 | $4,468,518 | $1,174,621 | $1,287,188 | $488,292 | $170.90 | $96.43 | $30.8 | $108.1 | | 2021 | $4,693,287 | $10,133,081 | $1,223,857 | $2,735,407 | $231.04 | $128.45 | $17.9 | $99.3 |
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:
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 | | 2025 | PEO | $4,634,688 | $(2,662,978) | $2,009,221 | $(27,636) | $184,208 | — | $4,137,503 | | 2025 | NEOs | $1,391,802 | $(537,464) | $405,517 | $(5,224) | $26,702 | — | $1,281,334 |
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. This year-end value was calculated using the same methodology as (b); (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:
Pay Versus Performance
| 2025 | Shubham Maheshwari, Kimberley E. Honeysett, Andrew J. Hartmann, and Mark S. Jonaitis | | 2024 | Shubham Maheshwari, Kimberley E. Honeysett, Andrew J. Hartmann, and Karen L. Aranki | | 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 |
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 October 3, 2025. (5) The dollar amounts in Column (h) are VREX’s GAAP Net Income for each fiscal year (in millions). The amounts in Column (h) for 2021-2024 have been revised from prior years’ presentation of the Company’s net income after deducting non-controlling interest. (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 2025 MIP Framework” beginning on page 39 of this Proxy Statement. Dollar amounts in Column (i) are VREX’s Adjusted EBIT for each fiscal year (in millions). 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’ 2025 compensation decisions are listed in the table below.
Pay Versus Performance
| Most Important Performance Measures Driving Compensation Actually Paid | | Adjusted EBITDA Margin | | Relative Total Shareholder Return | | Adjusted EBIT |
Pay Versus Performance
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 2025. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.