UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
The disclosure set forth under Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Dana Brown Appointment
On March 10, 2023, Dana Brown, age 58, the Executive Chair of the Board of Directors (the “Board”) of iCAD, Inc. (the “Company”), was appointed President and Chief Executive Officer of the Company, effective immediately. In connection with Ms. Brown’s appointment, Ms. Brown and the Company entered into an Executive Employment Agreement (the “Brown Agreement”).
The Brown Agreement provides Ms. Brown (i) an annual base salary of $400,000; (ii) eligibility to participate in the Company’s annual discretionary bonus plan for executives, with the potential to earn a cash and/or equity-based bonus equal to up to thirty (30%) percent of Ms. Brown’s annual base salary; (iii) eligibility to participate in the Company’s benefit plans; (iv) reimbursement for reasonable out-of-pocket expenses; and (v) options to acquire 250,000 shares of common stock, subject to a 3-year vesting schedule and a 10-year expiration period. The Brown Agreement subjects Ms. Brown to standard restrictive covenants for agreements of its type, including non-competition and non-solicitation.
In addition to serving as the Executive Chair of the Board since January 2023, Ms. Brown has served as a member of the Board since February 2022. Ms. Brown served from November 5, 2018 to March 31, 2022, as 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.
There are no arrangements or understandings between Ms. Brown and any other persons pursuant to which she was selected as Chief Executive Officer. There are no family relationships between Ms. Brown and the directors, nor between Ms. Brown and any executive officer, of the Company. Ms. Brown’s existing employment agreement as described in the Company’s filings with the Securities and Exchange Commission (the “Commission”) was terminated, effective upon entry into the Brown Agreement.
The foregoing description of the Brown Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Brown Agreement, that will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2022.
Stacey Stevens Resignation
Stevens resigned from her position as Chief Executive Officer and President of the Company and as a member of the Board of Directors on March 10, 2023. In connection therewith, Ms. Stevens entered into a Transition and Separation Agreement with the Company (the “Separation Agreement”). The Separation Agreement provides that as of March 10, 2023 (the “Transition Date”), Ms. Stevens shall serve the Company in the role of Senior Advisor from the Transition Date until the earlier of (i) April 30, 2023 or (ii) the effective date of any resignation of employment by Ms. Stevens, at which point Ms. Stevens employment with the Company shall terminate (the “Separation Date”). Pursuant to the Separation Agreement, beginning on the Transition Date and ending on the Separation Date, Ms. Stevens shall continue to receive her current base salary. Additionally, on or before the next regular payroll date following the Separation Date, Ms. Stevens shall receive severance payments in the total amount of $433,333.33, equivalent to 13 months of Ms. Stevens current base salary, payable in the form of salary continuation over the 13 month period following the Separation Date in accordance with the Company’s normal payroll practices. In addition, the Company agreed to extend the expiration date for Ms. Stevens’ vested options for 24 months from the Separation Date.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, that will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2022.
Timothy Irish Resignation
On January 6, 2023, the Company appointed Dana Brown as the Executive Chairman of the Board of the Company, replacing Timothy Irish, who was appointed Chairman in early 2022. Following his dismissal as Chairman, Mr. Irish communicated on several occasions his objections, as indicated below. On March 6, 2023, Mr. Irish notified the Executive Chairman of the Board of his decision to resign, effective immediately, from his position as a member of the Board. In his resignation letter, a copy of which is attached as Exhibit 17.1 to this Current Report on Form 8-K, Mr. Irish made statements regarding the reasons for his resignation, expressing disagreement with the Company’s direction and governance. The Board and the Company strongly disagree with Mr. Irish’s assertions. The Nominations and Governance Committee of the Board of Directors, as it has in the past, will review and evaluate the performance of each member of the Board of Directors and in such context, address any matters it deems to be unacceptable.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Irish with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day on which the Company filed this Current Report on Form 8-K with the Commission who responded by submitting the correspondence attached as Exhibit 17.2.
Board of Directors
Effective upon the resignations of Mr. Irish and Ms. Stevens, the Board reduced the size of the Board to five (5) directors.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Description | |
| 17.1 | Letter, dated March 6, 2023, from Mr. Timothy Irish to the Executive Chair of the Board of iCAD, Inc. | |
| 17.2 | Letter, dated March 10, 1023, from Mr. Timothy Irish to the Executive Chair of the Board of iCAD, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 thereunto duly authorized.
| iCAD, INC. (Registrant) | ||
| By: | /s/ Dana Brown | |
| Dana Brown | ||
| President and Chief Executive Officer | ||
Date: March 10, 2023