Accuray Incorporated Reports Inducement Award Under NASDAQ Listing Rules

Rhea-AI Summary

Accuray (NASDAQ: ARAY) announced inducement equity awards to new CEO Stephen La Neve effective October 31, 2025, granted outside the company’s existing equity plan under NASDAQ Rule 5635(c)(4).

The board approved 1,500,000 restricted stock units vesting 25% annually over four years and 1,500,000 performance-based restricted stock units (PSUs) tied to VWAP stock-price goals over an approximately six-year performance period ending September 30, 2031. PSUs are split into three tranches with specific price targets and dated vesting cutoffs in 2027, 2029, and 2031.

Positive

• New CEO hire accompanied by 3,000,000 total equity awards
• RSUs vest 25% annually, supporting multi‑year retention
• PSUs tie pay to sustained stock-price performance goals through 2031

Negative

• Potential future issuance of 3,000,000 shares if awards vest
• PSU performance period runs to Sept 30, 2031, delaying full shareholder alignment
• Early-vesting caps limit accelerated PSU vesting to 1/3 first year and 2/3 by second year

Insights

Corporate Compensation & Governance Analyst

CEO inducement awards granted: large equity package with time- and price-based vesting through 2031.

The Board granted Stephen La Neve 1,500,000 restricted stock units and 1,500,000 performance-based restricted stock units, effective October 31, 2025. The restricted stock units vest 25% annually based on continued service. The PSUs vest only if specified VWAP stock-price hurdles are met by tranche within set windows, with tranche price triggers of $2.00, $2.50 and $3.00 or alternatively 25%, 60% and 90% increases relative to a Starting Price tied to the VWAP prior to October 20, 2025.

The structure aligns a substantial portion of pay to future share-price performance over an extended period ending September 30, 2031, which limits near-term dilution from PSUs unless price hurdles are met. Key dependencies include the undisclosed Starting Price, the company's ability to increase VWAP to the hurdle levels, and service-based vesting for the time-vested RSUs. Watch the announced Starting Price and tranche achievement windows through September 30, 2027, September 30, 2029, and September 30, 2031 for investor impact on share count and compensation expense.

MADISON, Wis., Oct. 31, 2025 /PRNewswire/ -- Accuray Incorporated (NASDAQ: ARAY) today reported, as required by NASDAQ Listing Rules, equity inducement awards to Stephen La Neve, the company's new Chief Executive Officer. As a material inducement to Mr. La Neve joining the company, and in accordance with NASDAQ Listing Rule 5635(c)(4), the Board of Directors of the company approved granting Mr. La Neve awards consisting of (i)1,500,000 restricted stock units covering shares of the company's common stock and (ii) 1,500,000 performance-based restricted stock units ("PSUs") covering shares of the company's common stock, in each case effective as of October 31, 2025 (the "Inducement Awards"). The Inducement Awards were made outside of the company's current equity plan, but are subject to terms and conditions generally consistent with those in the company's 2016 Equity Incentive Plan.

Twenty-five percent of the restricted stock units subject to the restricted stock unit award will vest on each anniversary of October 31, 2025, subject to Mr. La Neve's continued service through each applicable vesting date.

The PSU award is eligible to vest based on the company's stock price performance over an approximately six-year performance period ending September 30, 3031.  The PSU award is divided into three tranches.  Each tranche is eligible to vest one year after the achievement of a stock price goal, measured based on the volume weighted average price of the company's common stock ("VWAP") over a trailing, consecutive 30-day trading day period, as compared to a starting price equal to the VWAP over a trailing, consecutive 30-day trading day period prior to October 20, 2025 (the "Starting Price"), Mr. La Neve's employment start date.  The stock price goals and number of PSUs eligible to vest per tranche are as follows:  (i) 375,000 PSUs are eligible to vest upon the achievement of a stock price goal on or prior to September 30, 2027 equal to the greater of $2.00 per share or a 25% share price increase relative to the Starting Price; (ii) 375,000 PSUs are eligible to vest upon the achievement of a stock price goal on or prior to September 30, 2029 equal to the greater of $2.50 per share or a 60% share price increase relative to the Starting Price; and (iii) 500,000 PSUs are eligible to vest upon the achievement of a stock price goal on or prior to September 30, 2031 equal to the greater of $3.00 per share or a 90% share price increase relative to the Starting Price; provided, however, that no more than one third (1/3) of the aggregate number of PSUs may vest earlier than the first anniversary of the PSU award's grant date and no more than a total of two thirds (2/3) of the aggregate number of PSUs may vest earlier than the second anniversary of the grant date.

About Accuray
Accuray is committed to expanding the powerful potential of radiation therapy to improve as many lives as possible. We invent unique, market-changing solutions that are designed to deliver radiation treatments for even the most complex cases—while making commonly treatable cases even easier—to meet the full spectrum of patient needs. We are dedicated to continuous innovation in radiation therapy for oncology, neuro-radiosurgery, and beyond, as we partner with clinicians and administrators, empowering them to help patients get back to their lives, faster. Accuray is headquartered in Madison, Wisconsin, with facilities worldwide. To learn more, visit www.accuray.com or follow us on Facebook, LinkedIn, X, and YouTube.

Media Contact
Beth Kaplan
Public Relations Director, Accuray
bkaplan@accuray.com  

View original content to download multimedia:https://www.prnewswire.com/news-releases/accuray-incorporated-reports-inducement-award-under-nasdaq-listing-rules-302601233.html

SOURCE Accuray Incorporated

FAQ

What equity inducement did Accuray (ARAY) grant to new CEO Stephen La Neve on October 31, 2025?

Accuray granted 1,500,000 restricted stock units and 1,500,000 PSUs, effective October 31, 2025.

How do the Accuray (ARAY) restricted stock units for Stephen La Neve vest?

The RSUs vest 25% on each anniversary of October 31, 2025, subject to continued service.

What are the performance targets and timelines for Accuray (ARAY) PSUs granted to the CEO?

PSUs are in three tranches with price goals and cutoffs on or before Sept 30, 2027, Sept 30, 2029, and Sept 30, 2031, measured by 30‑day VWAP vs a Starting Price.

Could Accuray (ARAY) shares be diluted by Stephen La Neve’s inducement awards?

Yes; the awards could result in the issuance of up to 3,000,000 shares if all RSUs and PSUs vest.

When does Stephen La Neve’s PSU performance period begin for Accuray (ARAY)?

The Starting Price is measured using a 30‑day VWAP period prior to October 20, 2025, Mr. La Neve’s employment start date.