Varex Imaging (VREX) PRE 14A 17 Dec 24 Preliminary proxy Financial data

Cover

Cover	12 Months Ended
	Sep. 27, 2024
Document Information [Line Items]
Document Type	PRE 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	VAREX IMAGING CORPORATION
Entity Central Index Key	0001681622

Pay vs Performance Disclosure

Pay vs Performance Disclosure pure in Millions	12 Months Ended
	Sep. 27, 2024 USD ($)	Sep. 29, 2023 USD ($)	Sep. 30, 2022 USD ($)	Oct. 01, 2021 USD ($)
Pay vs Performance Disclosure
Pay vs Performance Disclosure, Table	Pay Versus Performance The following table shows the total compensation for our NEOs for the past three fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” ​(“ CAP ”) to our PEO (Sunny Sanyal, Chief Executive Officer since 2017) and on an average basis, our other NEOs (in each case, as determined under SEC rules), our Total Shareholder Return (“ TSR ”), our peer group TSR (Dow Jones Medical Equipment Index), our net income, and Adjusted EBIT. Fiscal Year ​ ​ Summary (1) (b) ​ ​ Compensation (2) (c) ​ ​ Average (3) (d) ​ ​ Average (2) (e) ​ ​ Total (4) (f) ​ ​ Peer Group (4) (g) ​ ​ Net Income (5) (h) ​ ​ Adjusted (6) (i) ​ 2024 ​ ​ ​ $ 4,749,493 ​ ​ ​ ​ $ 1,120,801 ​ ​ ​ ​ $ 1,290,131 ​ ​ ​ ​ $ 591,607 ​ ​ ​ ​ $ 96.36 ​ ​ ​ ​ $ 128.04 ​ ​ ​ ​ $ (47.7 ) ​ ​ ​ ​ $ 46.0 ​ ​ 2023 ​ ​ ​ $ 4,520,898 ​ ​ ​ ​ $ 3,662,554 ​ ​ ​ ​ $ 1,193,495 ​ ​ ​ ​ $ 1,007,091 ​ ​ ​ ​ $ 151.90 ​ ​ ​ ​ $ 103.50 ​ ​ ​ ​ $ 48.20 ​ ​ ​ ​ $ 95.6 ​ ​ 2022 ​ ​ ​ $ 4,468,518 ​ ​ ​ ​ $ 1,174,621 ​ ​ ​ ​ $ 1,287,188 ​ ​ ​ ​ $ 488,292 ​ ​ ​ ​ $ 170.90 ​ ​ ​ ​ $ 96.43 ​ ​ ​ ​ $ 30.30 ​ ​ ​ ​ $ 108.1 ​ ​ 2021 ​ ​ ​ $ 4,693,287 ​ ​ ​ ​ $ 10,133,081 ​ ​ ​ ​ $ 1,223,857 ​ ​ ​ ​ $ 2,735,407 ​ ​ ​ ​ $ 231.04 ​ ​ ​ ​ $ 128.45 ​ ​ ​ ​ $ 17.40 ​ ​ ​ ​ $ 99.3 ​ ​ ​ (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: ​ Fiscal Year ​ ​ ​ ​ ​ SCT ​ ​ Less: Grant ​ ​ Plus: Year ​ ​ Plus (less): ​ ​ Plus (less): ​ ​ Less: Prior ​ ​ CAP ​ ​ ​ ​ 2024 ​ ​ PEO ​ ​ ​ $ 4,749,493 ​ ​ ​ ​ $ (3,749,998 ) ​ ​ ​ ​ $ 2,069,721 ​ ​ ​ ​ $ (1,766,701 ) ​ ​ ​ ​ $ (181,713 ) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 1,120,801 ​ ​ ​ 2024 ​ ​ NEOs ​ ​ ​ $ 1,290,131 ​ ​ ​ ​ $ (781,194 ) ​ ​ ​ ​ $ 455,283 ​ ​ ​ ​ $ (285,426 ) ​ ​ ​ ​ $ (87,187 ) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 591,607 ​ ​ ​ ​ (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: ​ ​ 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 ​ ​ (4) TSR determined in Column (f) is determined based on the value of an initial fixed investment of $100 in VREX on October 2, 2020, through the end of the listed fiscal year. TSR determined in Column (g) is determined based on the value of an initial fixed investment of $100 in the Dow Jones Medical Equipment Index on October 2, 2020, through the end of the listed fiscal year. We also use Dow Jones Medical Equipment Index in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended September 27, 2024. Please note that last year’s table inadvertently reflected the results of the Dow Jones US Select Medical Equipment Index, rather than the returns of the Dow Jones Medical Equipment Index. The values for 2021, 2022,and 2023 have been updated from last year’s disclosure. ​ (5) The dollar amounts in Column (h) are VREX’s GAAP Net Income for each fiscal year (in millions). ​ (6) The Compensation Committee has selected Adjusted EBIT as the Company Selected Measure, which is the most important financial measure that links company performance with CAP. For additional information regarding how we calculate Adjusted EBIT see “Fiscal Year 2024 MIP Framework” beginning on page 52 of this Proxy Statement. Dollar amounts in Column (i) are VREX’s Adjusted EBIT for each fiscal year (in millions).
Company Selected Measure Name	Adjusted EBIT
Named Executive Officers, Footnote	(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.” (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: ​ ​ 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 ​
Peer Group Issuers, Footnote	(4) TSR determined in Column (f) is determined based on the value of an initial fixed investment of $100 in VREX on October 2, 2020, through the end of the listed fiscal year. TSR determined in Column (g) is determined based on the value of an initial fixed investment of $100 in the Dow Jones Medical Equipment Index on October 2, 2020, through the end of the listed fiscal year. We also use Dow Jones Medical Equipment Index in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended September 27, 2024. Please note that last year’s table inadvertently reflected the results of the Dow Jones US Select Medical Equipment Index, rather than the returns of the Dow Jones Medical Equipment Index. The values for 2021, 2022,and 2023 have been updated from last year’s disclosure.
PEO Total Compensation Amount	$ 4,749,493	$ 4,520,898	$ 4,468,518	$ 4,693,287
PEO Actually Paid Compensation Amount	$ 1,120,801	3,662,554	1,174,621	10,133,081
Adjustment To PEO Compensation, Footnote	(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: ​ Fiscal Year ​ ​ ​ ​ ​ SCT ​ ​ Less: Grant ​ ​ Plus: Year ​ ​ Plus (less): ​ ​ Plus (less): ​ ​ Less: Prior ​ ​ CAP ​ ​ ​ ​ 2024 ​ ​ PEO ​ ​ ​ $ 4,749,493 ​ ​ ​ ​ $ (3,749,998 ) ​ ​ ​ ​ $ 2,069,721 ​ ​ ​ ​ $ (1,766,701 ) ​ ​ ​ ​ $ (181,713 ) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 1,120,801 ​ ​ ​ 2024 ​ ​ NEOs ​ ​ ​ $ 1,290,131 ​ ​ ​ ​ $ (781,194 ) ​ ​ ​ ​ $ 455,283 ​ ​ ​ ​ $ (285,426 ) ​ ​ ​ ​ $ (87,187 ) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 591,607 ​ ​ ​ ​ (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.
Non-PEO NEO Average Total Compensation Amount	$ 1,290,131	1,193,495	1,287,188	1,223,857
Non-PEO NEO Average Compensation Actually Paid Amount	$ 591,607	1,007,091	488,292	2,735,407
Adjustment to Non-PEO NEO Compensation Footnote	(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: ​ Fiscal Year ​ ​ ​ ​ ​ SCT ​ ​ Less: Grant ​ ​ Plus: Year ​ ​ Plus (less): ​ ​ Plus (less): ​ ​ Less: Prior ​ ​ CAP ​ ​ ​ ​ 2024 ​ ​ PEO ​ ​ ​ $ 4,749,493 ​ ​ ​ ​ $ (3,749,998 ) ​ ​ ​ ​ $ 2,069,721 ​ ​ ​ ​ $ (1,766,701 ) ​ ​ ​ ​ $ (181,713 ) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 1,120,801 ​ ​ ​ 2024 ​ ​ NEOs ​ ​ ​ $ 1,290,131 ​ ​ ​ ​ $ (781,194 ) ​ ​ ​ ​ $ 455,283 ​ ​ ​ ​ $ (285,426 ) ​ ​ ​ ​ $ (87,187 ) ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 591,607 ​ ​ ​ ​ (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.
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Company Selected Measure
Total Shareholder Return Vs Peer Group
Tabular List, Table	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’ 2024 compensation decisions are listed in the table below. ​ Most Important Performance Measures Driving Compensation Actually Paid ​ ​ Adjusted EBITDA Margin ​ ​ Relative Total Shareholder Return ​ ​ Adjusted EBIT ​
Total Shareholder Return Amount	$ 96.36	151.9	170.9	231.04
Peer Group Total Shareholder Return Amount	128.04	103.5	96.43	128.45
Net Income (Loss)	$ (47,700,000)	$ 48,200,000	$ 30,300,000	$ 17,400,000
Company Selected Measure Amount	46	95.6	108.1	99.3
PEO Name	Sunny Sanyal
Measure:: 1
Pay vs Performance Disclosure
Name	Adjusted EBITDA Margin
Non-GAAP Measure Description	(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 2024 MIP Framework” beginning on page 52 of this Proxy Statement. Dollar amounts in Column (i) are VREX’s Adjusted EBIT for each fiscal year (in millions).
Measure:: 2
Pay vs Performance Disclosure
Name	Relative Total Shareholder Return
Measure:: 3
Pay vs Performance Disclosure
Name	Adjusted EBIT
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	$ (3,749,998)
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	2,069,721
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(1,766,701)
PEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(181,713)
PEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	0
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(781,194)
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	455,283
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(285,426)
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	(87,187)
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]
Pay vs Performance Disclosure
Adjustment to Compensation, Amount	$ 0