Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 11, 2022 (the "Company") announced the appointment of Stacey Stevens,
Dana Brown, and Professor Timothy Irish to its Board of Directors, effective
January 10, 2022.
Ms. Stevens, age 51, is the President and incoming CEO of iCAD, Inc., effective
March 1, 2022. Ms. Stevens has been with the Company since June 2006 and most
recently served as the Company's President since March 2019.
Ms. Brown, age 56, is currently the Senior Vice President, Chief Strategy and
Operations Officer at Susan G. Komen® the world's leading nonprofit breast
cancer organization. Prior to that role, she served as Senior Vice President and
Chief Digital Officer at United Way Worldwide. Ms. Brown was also a founding
team member of multiple successful ventures including co-founder and CMO for
MetaSolv Software, CEO of Ipsum Networks and spent the early years of her career
at Texas Instruments and Arthur Andersen.
Professor Irish, age 57, is currently a Professor at the Business School at
King's College London (KCL). He also is currently a Trustee of Picker Institute
Europe and Committee member of the Alzheimer's Society, in addition to several
other remunerated Board roles at KHP Medtech Innovations, Team Consulting Ltd.
ImaginAb Inc, eZono AG, Feedback Plc and Deltex Medical Group Plc. Professor
Irish also recently served as Vice Chair at the National Institute for Health
and Care Excellence (NICE), where he previously held the roles of Acting Chair
and Independent Director.
Ms. Brown and Professor Irish are not parties to, and do not have any direct or
indirect material interest in, any transaction requiring disclosure under Item
404(a) of Regulation S-K. There are no arrangements or understandings between
either Ms. Brown or Professor Irish and any other persons pursuant to which they
were selected as directors.
In connection with their appointment as directors, Ms. Brown and Professor Irish
were each granted an inaugural equity incentive grant in the form of an option
(the "Option") to purchase a total of 40,000 shares of Company common stock. The
Option vests in quarterly increments over a period of one year from the grant
date and has an exercise price per share of $6.24 which was the closing price of
the Company's common stock on the Nasdaq Stock Market on the grant date.
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