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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 28, 2020, Varex Imaging Corporation (the “Company”) announced that Shubham Maheshwari will serve as the Company’s
Chief Financial Officer, effective July 27, 2020. Mr. Maheshwari will succeed Clarence Verhoef, whose retirement as Chief Financial Officer was previously announced. In accordance with the terms of his Transition Agreement, Mr. Verhoef will continue with the Company as a non-executive employee to provide transitional support to the Company.
Mr. Maheshwari, age 48, has served as Chief Financial Officer of SiFive, Inc. since April 2020. Prior to that, Mr. Maheshwari served as Executive Vice President, Chief Operating Officer and Chief Financial Officer of Veeco Instruments Inc. (“Veeco”) from August 2018 to January 2020 and as Chief
Financial Officer of Veeco from May 2014 to August 2018.
In accordance with his offer letter approved by the Compensation and Management Development Committee of the Company’s Board of Directors (the “Committee”), Mr. Maheshwari will receive an annual base salary of $460,000 and will be eligible to earn an annual cash bonus under the Company’s Management Incentive Plan with a target amount equal to 65% of his base salary, which will be pro-rated for fiscal year 2020. In addition, it is expected that the Committee will grant Mr. Maheshwari, a one-time equity award under the Company’s 2020 Omnibus Stock Plan (the “Plan”) having a grant
date value of $1,500,000, 50% of which will consist of premium-priced, performance-based stock options and 50% of which will consist of restricted stock units. Like the grants made to the Company’s other executives, the performance-based stock options are expected to vest 25% after one year and then ratably each month thereafter, and the restricted stock units are expected to vest 50% after two years and the remaining 50% after four years. In addition, following Mr. Maheshwari’s permanent relocation to Salt Lake City, Utah, subject to approval by the Committee, Mr. Maheshwari will be eligible to receive a one-time equity award under the Plan having an aggregate grant date value of $375,000, 50% of which will consist of premium-priced, performance-based stock options and 50% of which will consist of restricted stock units, which will vest over a period of four years of continued employment
with the Company. Mr. Maheshwari will also receive certain relocation benefits as provided for in his offer letter agreement.
The Company will enter into its standard form of executive officer change in control agreement and executive officer indemnification agreement with Mr. Maheshwari, which forms of agreements are filed as Exhibits 10.10and 10.11,
respectively, to the Company’s Current Report on Form 8-K filed on January 30, 2017.
There are no family relationships between any director or executive officer of the Company and Mr. Maheshwari.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the above appointment is furnished as Exhibit 99.1 to this Current Report.
Cover Page Interactive Data File (embedded within
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
