iCAD, Inc.

98 Spit Brook Road, Suite 100

Nashua, New Hampshire 03062

October 20, 2017November 7, 2019

Dear Fellow Stockholder:Stockholders:

You are cordially invited to attend iCAD, Inc.’s 20172019 Annual Meeting of Stockholders which will be held on Thursday, November 30, 2017,Friday, December 6, 2019, at 10:00 A.M. (local time)(EST), at the offices of Blank RomeDentons US LLP 24th Floor, Boardroom, 405 Lexingtonat 1221 Avenue of the Americas, New York, NY 10174.New York 10020.

The Notice of Annual Meeting and Proxy Statement, which follow, describe the business to be conducted at the meeting.

Your vote is very important. Whether or not you plan to attend the meeting in person, we will appreciate a prompt submission of your vote. We hope to see you at the meeting.

Cordially,

Michael Klein

Chairman and Chief Executive Officer

iCAD, Inc.

98 Spit Brook Road Suite 100

Nashua, New Hampshire 03062

NOTICE OF 20162019 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 30, 2017DECEMBER 6, 2019

To the Stockholders of iCAD, Inc.:

NOTICE IS HEREBY GIVEN that the 20172019 Annual Meeting of Stockholders (the “Annual Meeting”) of iCAD, Inc. (the “Company”“Company,” “our” and “we”) will be held on Thursday, November 30, 2017,Friday, December 6, 2019, at 10:00 A.M. (local time)(EST), at the offices of Blank RomeDentons US LLP 24th Floor, Boardroom, 405 Lexingtonat 1221 Avenue of the Americas, New York, NY 10174,New York 10020, for the following purposes:

Only stockholders of record at the close of business on October 3, 2017November 6, 2019 are entitled to receive the notice of and to vote at the Annual Meeting or any postponements or adjournments thereof.

The iCADCompany’s Board of Directors (the “Board”) believes that the election of the nominees specified in the accompanying proxy statement as directors at the Annual Meeting is in the best interest of the Company and its stockholders and, accordingly, unanimously recommends a vote “FOR” such nominees. Furthermore, theThe Board of Directors unanimously recommends that vote “FOR” the Say on Pay Proposal andyou vote “FOR” ratifying the appointment of BDO as the Company’s independent registered public accounting firm.firm, that you vote “FOR” the Say on Pay Proposal and that you vote “FOR” the proposal to approve the Company’s 2019 Employee Stock Purchase Plan.

PLEASE NOTE THAT ATTENDANCE AT THE ANNUAL MEETING WILL BE LIMITED TO STOCKHOLDERS OF THE COMPANY AS OF THE RECORD DATE (OR THEIR AUTHORIZED REPRESENTATIVES) HOLDING EVIDENCE OF OWNERSHIP. IF YOUR SHARES ARE HELD BY A BANK OR BROKER, PLEASE BRING TO THE ANNUAL MEETING YOUR BANK OR BROKER STATEMENT EVIDENCING YOUR BENEFICIAL OWNERSHIP OF THE COMPANY’S STOCK TO GAIN ADMISSION TO THE ANNUAL MEETING.

October 20, 2017November 7, 2019

iCAD, Inc.

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders

Voting Matters and the Board’s Recommendation

In addition to these matters, stockholders may be asked to vote on such other matters as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

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Executive Compensation Highlights

Our philosophy on executive compensation is to align the interests of our named executive officers with those of our stockholders by incentivizing them to deliver sustainable, long-term stockholder value. Our Compensation Committee reviews our compensation program components, targets and payouts on an annual basis. We continue to evaluate our compensation program to further align compensation received by our named executive officers with the interests of our stockholders and to provide compensation that is tied directly to performance.

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Set forth below are key highlights of our executive compensation program that are further discussed in the “Executive Compensation—Compensation Discussion and Analysis” section of thisthe proxy statement beginning on page 18:16:

Corporate Governance Highlights

Set forth below are highlights of our corporate governance practices that are further discussed in the “Corporate Governance” section of thisthe proxy statement beginning on page 10:8:

Summary of Board Composition Changes

On January 7, 2019, Dr. Rachel Brem resigned from the Board, effective as of January 7, 2019.

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iCAD, Inc.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 30, 2017DECEMBER 6, 2019

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of iCAD, Inc. (the “Company”, “iCAD”, “we”, “us”, or “our”) for use at the 20172019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on November 30, 2017,December 6, 2019, at the offices of Dentons US LLP at 1221 Avenue of the Americas, New York, New York 10020, including any postponements or adjournments thereof, for the purposes set forth below.

Management intends to send or give to stockholders this proxy statement, the accompanying form of proxy card and the 20162018 Annual Report to Stockholders on or about October 19, 2017.November 8, 2019.

Proxies in the accompanying form, duly executed and returned to the management of the Company and not revoked, will be voted at the Annual Meeting. Any proxy given pursuant to such solicitation may be revoked by the stockholder at any time prior to the voting of the proxy by a subsequently dated proxy, by written notification to the Secretary of the Company, or by personally withdrawing the proxy at the Annual Meeting and voting in person. Attendance at the Annual Meeting will not in itself constitute a revocation of your proxy.

If your shares are held in street name through a broker, bank, or other nominee, please review the voting instructions provided by the broker, bank or other nominee holding your shares or contact such organization regarding how to change your vote.

The address and telephone number of the principal executive offices of the Company are:

98 Spit Brook Road

Suite 100

Nashua, NH 03062

Telephone No.: (603)882-5200

At the Annual Meeting, the stockholders of the Company will vote on: (1) the election of ninefour nominees to serve as directors, (2) the approval of, by non-binding advisory vote, the Say on Pay Proposal, (3) the ratification of the appointment of BDO USA LLP (“BDO”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017;2019, (3) approval, bynon-binding advisory vote, of the resolution approving named executive officer compensation (the “Say on Pay Proposal”), (4) approval of the Company’s 2019 Employee Stock Purchase Plan, and (4)(5) any other matters properly brought before the Annual Meeting or any postponements or adjournments thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on November 30, 2017:December 6, 2019: This Proxy Statement, the form of proxy and the Company’s 20162018 Annual Report to Stockholders are available for review on the Internet athttp://www.cstproxy.com/icadmed/2017.2019.

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Your Vote is Important

Please vote as promptly as possible by signing, dating and returning the enclosed Proxy Card. You

may also vote by attending the Annual Meeting and voting in person.

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OUTSTANDING STOCK AND VOTING RIGHTS

Only holders of the Company’s common stock at the close of business on October 3, 2017November 6, 2019 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting. As of the Record Date, the Company had 16,441,87419,372,725 shares of common stock outstanding. Each share of common stock is entitled to one vote on all matters. There are no cumulative voting rights.

VOTING PROCEDURES

Quorum.Quorum. A quorum is present if a majority of the shares entitled to vote at the Annual Meeting are present in person or represented by proxy at the Annual Meeting. Abstentions and “brokernon-votes” (i.e., when a broker does not have discretionary authority to vote on a specific issue) are counted as present for purposes of determining a quorum.

Vote Required and Abstentions and Broker Non-Votes.Non-Votes. The table below summarizes the votes required for approval of each matter to be brought before the Annual Meeting, as well as the treatment of abstentions and brokernon-votes. If you sign and return a proxy but do not specify how you want your shares voted, your shares will be votedFOR the director nominees andFOR the other proposals listed below.

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Please note that brokers may not use discretionary authority to vote shares on Proposals I, III and IIIV if they have not received instructions from their clients. Please vote your proxy or deliver instructions to your broker so your vote can be counted.

The approval of any other business as may properly come before the Annual Meeting, or any postponement or adjournment thereof, will require the affirmative vote of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal.

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Discretionary Voting Power.Power. The Board is not aware of any matters other than those set forth in this proxy statement that will be presented for action at the Annual Meeting. However, if any other matter should properly come before the Annual Meeting, the persons authorized by the accompanying proxy will vote and act with respect thereto in what, according to their judgment, is in the best interests of the Company and its stockholders. If any nominee is unable (or for whatever reason declines) to serve as a director at the time of the Annual Meeting, proxies may be voted for the election of a qualified substitute nominee selected by the Board.

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PROPOSAL I

ELECTION OF DIRECTORS

The Company’s Certificate of Incorporation, as amended, provides for the annual election of all of its directors. Currently, at each Annual Meeting of Stockholders, directors are elected to serve until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified or until the director’s earlier resignation or removal. Each director nominee named below, who is presently a member of the Company’s Board, has indicated to the Board that he or she will be available to serve on the Board if elected. All nominees have been recommended by the Company’s Nominating and Corporate Governance Committee. Mr. Michael Klein, Dr. Susan Wood and Dr. Rakesh Patel were initially appointed as directors pursuant to a Cooperation Agreement dated October 15, 2018 between the Company and Mr. Andy Sassine and were elected as directors by our stockholders at our 2018 Annual Meeting of Stockholders.

The following table sets forth the name, age and principal occupation of the nominees for election at this Annual Meeting and the length of continuous service as a director of the Company. In addition to the information presented below regarding each director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our directors have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to iCAD and our Board.

Dr. Lawrence HowardMr. Michael Kleinhas served as the Chief Executive Officer at Inflection Point Consulting, an executive coaching and consulting firm with a focus on medical technology, biopharma and healthcare services, since December 2014. Prior to that, he was appointed Chairmanthe Chief Executive Officer at SonaCare Medical, LLC (f/k/a US HIFU, LLC), a global leader in minimally invasive high intensity focused ultrasound technologies, from December 2011 to November 2014. From April 2011 to December 2011, Mr. Klein was the President of the Board in 2007Civco Radiation Oncology Division within Roper Industries, a diversified industrial company that produces engineered products for global niche markets. He was President and has beenChief Executive Officer of Xoft, Inc., a directormedical device company, a position he held from December 2004 until the sale of Xoft to the Company since November 2006. Dr. Howard has been, since March 1997, a general partnerin December 2010. Prior to joining Xoft, from 2000 to 2004, Mr. Klein served as Chairman, President and Chief Executive Officer of Hudson Ventures, L.P. (formerly known as Hudson Partners, L.P.)R2 Technology, Inc., a limited partnership that isbreast and lung cancer computer aided detection company. Previously, Mr. Klein served in VP, Sales and Marketing Roles at Varian Medical Systems (VAR) and Becton Dickinson (BDX). Mr. Klein received a Bachelor of Arts degree from the general partnerUniversity at Albany, SUNY. Mr. Klein also received his M.B.A. from the New York Institute of Hudson Venture Partners, L.P. (“HVP”), a limited partnership that is qualified as a small business investment company. Since March 1997, Dr. Howard has also been a managing member of Hudson Management Associates LLC, a limited liability company that provides management services to HVP. Since November 2000, Dr. Howard has been a General Partner of Hudson Venture Partners II,Technology and a limited partner of Hudson Venture II, L.P. In September of 2016, Dr. Howard became a member of of the Board of Directors of Biocancell Ltd., an Israeli Company with a drug for the treatment of non-invasive bladder cancer, for which Biocancell is seeking FDA approval. In early 2017 Dr. Howard became chairman of the Board of Biocancell.completed his post-graduate Executive Education Studies at Harvard University and Babson College. We believe Dr. Howard’sMr. Klein’s qualifications to serve on our Board of Directors include his financial expertise andsignificant experience as an executive in the healthcare industry, his understanding of our products and market.

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Kenneth FerryDr. Rakesh Patelhas served as medical director of Radiation Oncology and Chair of the Company’sMulti-Disciplinary Breast Care Program at Good Samaritan Hospital since July 2013. In addition, he has served asco-founder of the TME Breast Care Network, ahigh-end physicianpeer-to-peer knowledge-sharing, research, education and consulting company, since January 2013. Dr. Patel has also served as Chief Executive Officer of Precision Cancer Specialists Medical Group, an organization whose core mission is to improve quality and access to advanced, targeted radiation therapy, since May 2006.December 2016. He has over 25 yearspreviously served on the board of experiencedirectors of Radion, Inc., a company that improved quality of access for patients and doctors with an innovativee-collaboration platform, the assets of which were acquired by the Company in the healthcare technology field, with more than 10 years’ experience in senior management positions.July 2014. Prior to joiningthat, Dr. Patel was the Company, from October 2003 to May 2006, Mr. Ferry was Senior Vice Presidentfounder and General Manager forserved on the Global Patient Monitoring business for Philips Medical Systems, a leader in the medical imaging and patient monitoring systems business. In this role he was responsible for Research & Development, Marketing, Business Development, Supply Chain and Manufacturing, Quality and Regulatory, Finance and Human Resources. From September 2001 to October 2003, Mr. Ferry served as a Senior Vice President in the North America Field Organizationboard of Philips Medical Systems. From 1983 to 2001, Mr. Ferry served in a numberdirectors of management positions with Hewlett Packard Company, a global provider of products, technologies, software solutions and services to individual consumers and businesses and Agilent Technologies,BrachySolutions, Inc. (acquired by Radion Inc.), a providertelehealth company focused on improving quality and access to advanced brachytherapy globally via custome-learning modules. He holds a Bachelor of core bio-analyticalScience degree from the University of Notre Dame and electronic measurement solutions toan M.D. from Indiana University School of Medicine. Dr. Patel completed his radiation oncology residency at the communications, electronics, life sciences and chemical analysis industries.University of Wisconsin-Madison. We believe Mr. Ferry’sDr. Patel’s qualifications to serve on our Board of Directors include his global executive leadership skills and significant experience as an executiveexpertise in the healthcare industry.

Dr. Rachel Brem has been, since 2000, the Breast Cancer Program Leader at the George Washington University Cancer Center, Director of Breast Imaging and Intervention at The George Washington University Medical Center, Professor of Radiology and the Vice Chairman of the Department of Radiology. Dr. Brem has extensively published in topics related to breast cancer, and specifically in her areas of interest, which are new technologies for the earlier diagnosis of breast cancer. Dr. Brem is the recipient of Newsweek’s Best Cancer Doctors, Castle Connolly America’s Top Doctors and America’s Top Doctors for Cancer, Best of Washington Awards for Physicians and Surgeons,medical field as well as Jewish Woman International’s Ten Women to Watch, the fellowship in the American Collegehis understanding of Radiologyour products and the Society of Breast Imaging. Dr. Brem is a nationallymarkets.

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Mr. Andy Sassinecurrently serves as Chief Financial Officer and internationally recognized expert on Breast Cancer. Dr. Brem is a member of the scientific advisory board of The Prevent Cancer Foundation as well as FORCE (Facing our risk of cancer, for women who are BR CA positive) and is a member of the Board of Directors of Arcturus Therapeutics Holdings Inc.. Mr. Sassine also serves on the Katzen Cancer Research Center. We believe Dr. Brem’s qualifications to serve on our Boardboard of Directors include her expertise in the medical field specifically the diagnosisdirectors of breast cancer as well as her understanding of our products and market.

Anthony Ecock has been, since 2016, a Managing Director in the Carlyle Equity Opportunity Fund, a $2.4 billion middle market generalist fund within The Carlyle Group. Prior to joining Carlyle, Mr. Ecock started and built the operating partner team at Welsh, Carson, Anderson & Stowe (“WCAS”) which he joined in 2007. Before joining WCAS, Mr. Ecock served as VP and GM of Enterprise Sales for General Electric Healthcare, an $18 billion division. Prior to joining GE, he was SVP and GM Patient Monitoring at Philips, Agilent and Hewlett Packard. Mr. Ecock spent twelve years at the consulting firm Bain & Company, where he was a partner in strategy and operations and program director for consultant training. Prior to business school, Mr. Ecock was a senior financial analyst at Cummins Engine Company. Mr. Ecock has been Chairman of the Board of Aptuit, United Surgical Partners and Electronic Evidence Discovery. Mr. Ecock received his MBA from Harvard University, where he was a Baker Scholar, and his BS in Economics with majors in Finance and Accounting, with honors from The Wharton School. We believe Mr. Ecock’s qualifications to serve on our Board of Directors include his financial expertise and his years of experience in the healthcare and technology markets.

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Dr. Robert Goodmanis a Professor of Radiation Oncology and a physician member of the Business Development Group in the Radiation Oncology department at the University of Pennsylvania School of Medicine. From 2014 to 2016, Dr. Goodman served as senior advisor to the President at the Thomas Jefferson University in Philadelphia. From 2001 to 2014, Dr. Goodman served with Jersey City Radiation Oncology, and from 1998 to 2011 as chair of Radiation Oncology at St. Barnabas Medical Center. From 1977 to 1990, Dr. Goodman served as the Pancoast Professor and Chair of the Department of Radiation Oncology at the University of Pennsylvania. Dr. Goodman also has served as Acting Executive Director of the Hospital of the University of Pennsylvania. He has published extensively in the oncology literature in highly respected peer-reviewed journals and has co-authored a textbook on breast cancer. We believe Dr. Goodman’s qualifications to serve on our Board of Directors include his extensive clinical background and his business leadership experience.

Steven Rappaport has been a partner of RZ Capital, LLC since July 2002, a private investment firm that also provides administrative services for a limited number of clients. From March 1995 to July 2002, Mr. Rappaport was Director, President and Principal of Loanet,Gemphire Therapeutics, Inc., an online real-time accounting service used by brokersa Nasdaq traded, clinical-stage biopharma company focused on developing and institutions to support domesticcommercializing therapies for Dyslipidemia and international securities borrowing and lending activities. Loanet, Inc. was acquired by SunGard Data Systems in May 2001. From March 1992 to December 1994,NASH. Mr. Rappaport was Executive Vice President of Metallurg, Inc. (“Metallurg”), a producer and seller of high quality specialty metals and alloys, and President of Metallurg’s subsidiary, Shieldalloy Corporation. He served as Director of Metallurg from 1985 to 1998. From March 1987 to March 1992, Mr. Rappaport was Director, Executive Vice President and Secretary of Telerate, Inc. (“Telerate”), an electronic distributor of financial information. Telerate was acquired by Dow Jones over a number of years commencing in 1985 and culminating in January 1990, when it became a wholly-owned subsidiary. Mr. Rappaport practiced corporate and tax law at the New York law firm of Hartman & Craven from August 1974 to March 1987. He became a partner in the firm in 1979. Mr. Rappaport is currently serving as an independent director of a number of open and closed end American Stock Exchange funds of which Credit Suisse serves as the investment adviser and a number of open and closed end mutual funds of which Aberdeen Investment Trust serves as the adviser. In addition, Mr. Rappaport serves as a director of several privately owned businesses and several not for profit organizations. We believe Mr. Rappaport’s qualifications to serve on our Board of Directors include his extensive financial and legal expertise combined with his experience as an executive officer, partner and director.

Andy Sassine has served in various positions at Fidelity Investments from 1999 to 2012, rising to the position of Portfolio Manager. Prior to joining Fidelity, he served as a vice president in the Acquisition Finance Group at Fleet National Bank. Mr. Sassine serves on the board of directors of Gemphire Therapeutics, Inc., a NASDAQ traded, clinical-stage biopharma focusing on developing and commercializing therapies for Dyslipidemia and NASH. Mr. Sassine previously served on the boards of MYnd Analytics, Inc., Acorn energy,Energy, Freedom Meditech, Inc., and MD Revolution. Mr. Sassine has beenwas a member of the Henry B. Tippie College of Business, University of Iowa Board of Advisors sincefrom 2009 to 2018 and served on the Board of Trustees at the Clarke Schools for Hearing and Speech from 2009 throughto 2014. Mr. Sassine holds a Bachelor of Arts degree from the University of Iowa and an MBA from the Wharton School at the University of Pennsylvania. We believe Mr. Sassine’s extensive knowledge and experience as a fund manager and board member of othersimilarly-sized companies of a similar size to our company qualifies him to serve as a member of our Board of Directors.

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Somu SubramaniamDr. is currently Susan Woodhas served as the President and Chief Executive Officer of VIDA Diagnostics, Inc., a Managing Partnerleader in precision imaging and co-founderAI for pulmonary medicine, since September 2009. From July 2005 to December 2008, she held the position of New Science Ventures, a New York-based venture capital firm that investsExecutive Vice President of Marketing and Technology for Vital Images, Inc., an innovative software company specializing in both early and late stage companies, using novel scientific approaches to address significant unmet needs and create order of magnitude improvements in performance. He serves on the Board of Directors of Achronix Semiconductor Corporation, Alexar Therapeutics, Ario Pharmaceuticals, Cambridge Epigenetix, Dali Wireless, Dezima Pharma, Juventas Therapeutics, Oxyrane, Resolve Therapeutics, Svelte Medical Systems, TigerText, Vaultive, Vascular Therapeutics and iCAD. Somu has also served on the Boards of Ception (acquired by Cephalon), BioVex (acquired by Amgen), Lightwire (acquired by Cisco). Prior to starting New Science Ventures in 2004, Mr. Subramaniam was a Director at McKinsey & Co. and at various times led their Strategy Practice, Technology Practice and Healthcare Practice. While at McKinsey, he advised leading multinational companiescardiovascular applications for advanced analysis software. Dr. Wood holds multiple patents in the pharmaceuticals, medical devices, biotechnology, photonics, softwarefield of computer-aided detection and semiconductor industries. He wasquantitative imaging; has authored numerous book chapters, peer-reviewed papers, abstracts, and has served as an invited speaker at numerous conferences in the area of three-dimensional imaging of the thorax, quantitative imaging and computer-aided detection. She holds a Bachelor of Science in Engineering from the University of Maryland, College Park and a Master of Science in Biomedical Engineering from Duke University. Dr. Wood also holds a memberPh.D. from the Johns Hopkins Medical Institutions, School of McKinsey’s Investment Committee.Hygiene and Public Health. We believe Mr. Subramaniam’sDr. Wood’s qualifications to serve on our Board of Directors include his extensive financialher expertise in the medical field and legal expertise combined with his experience as an executive officer, partner and director.her knowledge of our markets.

Dr. Elliot Sussman is currentlyAPPROVAL REQUIRED AND RECOMMENDATION

Each director shall be elected by a Chairmanplurality of The Villages Health and Professorthe votes of Medicinethe shares present in person or represented by proxy at the University of South Florida College of Medicine. From 1993 to 2010, Dr. Sussman served as President and Chief Executive Officer of Lehigh Valley Health Network. Dr. Sussman served as a Fellow in General Medicine and a Robert Wood Johnson Clinical Scholar at the University of Pennsylvania, and trained as a resident at the Hospital of the University of Pennsylvania. Dr. Sussman is a director and the Chairperson of the compensation committee of the Board of Directors of Universal Health Realty Income Trust, a public company involved in real estate investment trust primarily engaged in investing in healthcare and human service-related facilities. We believe Dr. Sussman’s qualifications to serve on our Board include his experience as a Chief Executive Officer of a leading healthcare network, combined with his medical background and his understanding of our products and market.Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS

VOTE “FOR” THE ELECTION OF THE NOMINEES SPECIFIEDEACH NOMINEE LISTED ABOVE.

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CORPORATE GOVERNANCE

The Board of Directors and Director Independence

The Board currently consists of ninefour members, and following the 2019 Annual Meeting, if all of the proposed nominees are elected, the Board will consist of four members. The Board has determined that all thenon-employee directors (all directors other than Mr. Michael Klein) meet the director independence requirements under the applicable listing rules of The NASDAQNasdaq Stock Market LLC (“NASDAQ”Nasdaq”).

Leadership Structure

The Board believes that the Company and its stockholders arewill benefit from the expertise of Mr. Michael Klein serving as Executive Chairman. The Board believes that it can best served by havingleverage Mr. Klein’s experience while he works onday-to-day matters at the Company and keeps the Board well informed, with the other directors well-positioned to advise on areas where they have a Board Chairman whose duties are separate from those of the Chief Executive Officer.specific expertise. In accordance with our Amendedthe Company’s amended and Restated By-Laws (“restatedby-laws (the“By-Laws”), our the Board appoints ourappointed Mr. Klein as Executive Chairman of the Board and Chief Executive Officer and our Board Chairman. The Chairman is selected from among the directors.Officer.

Board Oversight of Risk

The Board’s role

The Board’s role in the Company’s risk oversight process includes receiving regular reports from members of the executive management team on areas of material risk to the Company, including operational, financial, legal, regulatory, strategic, transactional and reputational risks. The full Board receives these reports from the appropriate “risk owner” within the organization to enable it to understand our risk identification, risk management and risk mitigation strategies.

Risk Assessment in Compensation Policies and Practices for Employees

The Compensation Committee reviewed the elements of our compensation policies and practices for all of our employees, including our named executive officers, in order to evaluate whether risks that may arise from such compensation policies and practices are reasonably likely to have a material adverse effect on our Company. The Compensation Committee concluded that the following features of our compensation programs guard against excessive risk-taking:

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The Compensation Committee believes that, for all of our employees, including our named executive officers, our compensation programs do not lead to excessive risk-taking and instead encourage behavior that supports sustainable value creation. We believe that risks that may arise from our compensation policies and practices for our employees, including our named executive officers, are not reasonably likely to have a material adverse effect on our Company.

Board Committees

The Board has threefour standing committees: (i) the Audit Committee; (ii) the Compensation Committee; and (iii) the Nominating and Corporate Governance Committee; and (iv) the Strategy Committee. The committees are comprised solely of persons who meet the definition of an “independent director” under the NASDAQ Listing Rules.Nasdaq listing rules. In addition, the Board has determined that each member of the Audit Committee meets NASDAQNasdaq independence requirements applicable to members of an audit committee. The Board of Directors has also determined that members of the Compensation Committee meet additional independence requirements under the NASDAQ Listing RulesNasdaq listing rules for members of a compensation committee.

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The Audit Committee, Nominating and Corporate Governance Committee and the Compensation Committee operate under written charters adopted by the Board. A copy of our Nominating and Corporate Governance Committee Charter, our Audit Committee Charter and our Compensation Committee Charter are available on ourthe Company’s website at the following address:http:https://www.icadmed.com/governance.html. Information on our website does not constitute a part of this proxy statement.

Audit Committee

The Audit Committee, among other things, selects the firm to be appointed as the independent registered public accounting firm to audit our financial statements and reviews and discusses the scope and results of each audit with the independent registered public accounting firm and with management. The responsibilities of the Audit Committee are further described in the Audit Committee Charter, which was adopted by the Board and a copy of which is available on the Company’s website at www.icadmed.com and accessible via the “Corporate Governance” page.https://www.icadmed.com/assets/audit-committee-charter2.pdf.

The Audit Committee held four meetings during 2016.2018. The Audit Committee consistsis composed of Mr. Rappaport, Chairperson,Dr. Patel, Dr. Wood and Mr. Ecock and Dr. Sussman. TheSassine, who serves as its chairman. Our Board has determined that each member of the Audit Committee meets the definition of an “independent director” under the applicable Nasdaq listing rules and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Board has also determined that Mr. RappaportSassine qualifies as the Audit Committee’s “financialan “audit committee financial expert” under applicable SEC rules.the rules and regulations of the SEC.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for, among other things, developing and recommending to the Board corporate governance policies for iCAD, establishing procedures for the director nomination process and recommending nominees for election to the Board. The responsibilities of the Nominating and Corporate Governance Committee are further described in the Nominating and Corporate Governance Committee Charter, which was adopted by the Board and a copy of which is available on the Company’s website at www.icadmed.com and accessible via the “Corporate Governance” page.https://www.icadmed.com/assets/nominating-and-corporate-governance-committee-charter2.pdf. The Nominating and Corporate Governance Committee held one meeting during 2016. 2018.

The Nominating and Corporate Governance Committee consists of Dr. Patel, who serves as its chairman, Mr. Ecock, Chairperson,Sassine and Dr. Brem and Mr. Subramaniam.Wood.

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Compensation Committee

The Compensation Committee is responsible for, among other things, assisting the Board in overseeing our executive compensation strategy and reviewing and approving the compensation of our executive officers and administering our various stock option and incentive plans. The responsibilities of the Compensation Committee are further described in the Compensation Committee Charter, which was adopted by the Board and a copy of which is available on the Company’s website at www.icadmed.com and accessible via the “Corporate Governance” page.https://www.icadmed.com/assets/compensation-committee-charter2.pdf. The Compensation Committee held fivethree meetings during 2016.2018.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consistedconsists of Dr. Sussman (Chairperson),Wood, who serves as its chairwoman, Dr. Brem, Dr. HowardPatel and Mr. Subramaniam during the fiscal year ended December 31, 2016.Sassine. No person who served as a member of the Compensation Committee during the fiscal year ended December 31, 20162018 was a current or former officer or employee of the Company or engaged in certain transactions with the Company required to be disclosed by regulations of the SEC. Additionally, there were no compensation committee “interlocks” during the fiscal year ended December 31, 2016,2018, which generally means that no executive officer of the Company served as a director or member of the compensation committee of another entity, one of whose executive officers served as a director or member of the Compensation Committee of the Company.

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Strategy Committee

The responsibilities of the Strategy Committee include, among other things, identifying new opportunities for the Company’s Detection and Therapy segments, providing advisory support to the full Board and building relationships between the Company and lead industry partners. The Strategy Committee was formed in September 2019, and consists of Dr. Patel and Dr. Wood. Each member of the Strategy Committee will receive, for serving on the Strategy Committee, an annual cash retainer of $5,000, or $10,000 for the chairman.

Board and Committee Meetings and Attendance at Annual Meeting of Stockholders

During the fiscal year ended December 31, 2016,2018, the Board held 4 meetings. In addition, the Board took action by unanimous written consent in lieu offour meetings. During 2016,2018, each of the Company’s directors attended at least seventy-five percent of the aggregate of: (1) the total number of meetings of the Board; and (2) the total number of meetings of all Board committees on which they served.

The Company’s current policy strongly encourages that all of its directors attend all Board and Committee meetings and the Company’s Annual Meeting of Stockholders, absent extenuating circumstances that would prevent their attendance. oneOne of the then servingcurrent directors attended last year’s Annual Meeting of Stockholders.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires certain of our officers and our directors, and persons who own more than 10 percent of a registered class of our common stockequity securities, to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Officers, directors, and greater than 10 percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of copies of such forms received by us, we believe that during the year ended December 31, 2016,2018, other than as set forth below, all filing requirements applicable to all of our officers, directors, and greater than 10% beneficial stockholders were timely complied with.

The following filers submitted Form 3s one day late: Mr. Michael Klein, Dr. Rakesh Patel and Dr. Susan Wood.

The following filers submitted Form 4s two days late in connection with all filing requirements applicable to them.awards of restricted stock: Mr. Richard Christopher, Mr. Kenneth Ferry and Ms. Stacey Stevens.

The following filers submitted Form 4s one day late in connection with their acquisition of debentures: Ms. Rachel Brem, Mr. Richard Christopher, Mr. Michael Klein, Dr. Rakesh Patel, Mr. Andy Sassine, Ms. Stacey Stevens and Dr. Susan Wood.

CODE OF BUSINESS CONDUCT AND ETHICS

iCAD hasWe have developed and adopted a comprehensive Code of Business Conduct and Ethics to cover all of our employees. Copies of the Code of Business Conduct and Ethics can be obtained, on our website:http:the Company’s website athttps://www.icadmed.com/governance.html, orassets/code-of-business-conduct-and-ethics2.pdf and without charge, upon written request, addressed to:

iCAD, Inc.

98 Spit Brook Road, Suite 100

Nashua, NH 03062

Attention: Corporate Secretary

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COMMUNICATIONS WITH THE BOARD

The Board, through its Nominating and Corporate Governance Committee, has established a process for stockholders to send communications to the Board. Stockholders may communicate with the Board individually or as a group by writing to: The Board of Directors of iCAD, Inc. c/o Corporate Secretary, 98 Spit Brook Road, Suite 100, Nashua, NH 03062. Stockholders should identify their communication as being from an iCAD stockholder. The Corporate Secretary may require reasonable evidence that the communication or other submission is made by an iCAD stockholder before transmitting the communication to the Board.

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CONSIDERATION OF DIRECTOR NOMINEES

Stockholders wishing to recommend director candidates to the Nominating and Corporate Governance Committee must submit their recommendations in writing to the Nominating and Corporate Governance Committee, c/o Corporate Secretary, iCAD, Inc., 98 Spit Brook, Suite 100, Nashua, NH 03062.

The Nominating and Corporate Governance Committee will consider nominees recommended by iCAD stockholders provided that the recommendation contains sufficient information for the Nominating and Corporate Governance Committee to assess the suitability of the candidate, including the candidate’s qualifications, and complies with the procedures set forth below under “Deadline and Procedures for Submitting Board Nominations”. In addition, the recommendation must include information regarding the recommended candidate relevant to a determination of whether the recommended candidate would be barred from being considered independent under applicable NASDAQ Listing Rules,Nasdaq listing rules, or, alternatively, a statement that the recommended candidate would not be so barred. Candidates recommended by stockholders that comply with these procedures will receive the same consideration that candidates recommended by the Nominating and Corporate Governance Committee receive. A recommendation which does not comply with the above requirements will not be considered.

The qualities and skills sought in prospective members of the Board are determined by the Nominating and Corporate Governance Committee. When reviewing candidates to our Board, the Nominating and Corporate Governance Committee considers the evolving needs of the Board and seeks candidates that fill any current or anticipated future needs. The Nominating and Corporate Governance Committee generally requires that director candidates be qualified individuals who, if added to the Board, would provide the mix of director characteristics, experience, perspectives and skills appropriate for iCAD. Criteria for selection of candidates will include, but not be limited to: (i) business and financial acumen, as determined by the Nominating and Corporate Governance Committee in its discretion, (ii) qualities reflecting a proven record of accomplishment and ability to work with others, (iii) knowledge of our industry, (iv) relevant experience and knowledge of corporate governance practices, and (v) expertise in an area relevant to iCAD. Such persons should not have commitments that would conflict with the time commitments of a director of iCAD. Such persons shall have other characteristics considered appropriate for membership on the Board, as determined by the Nominating and Corporate Governance Committee. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, the Board and the Nominating and Corporate Governance Committee believe that it is important that the Board members represent diverse viewpoints. In considering candidates for the Board, the Nominating and Corporate Governance Committee and the Board consider the entirety of each candidate’s credentials in the context of the foregoing standards.

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DEADLINE AND PROCEDURES FOR SUBMITTING BOARD NOMINATIONS

OurBy-Laws requires a stockholder wishing to nominate a candidate for election to our Board at a meeting of our stockholders to give written notice, containing the required information specified below, that must be delivered personally to or mailed to and received by our Corporate Secretary at our principal executive offices (currently located(located at 98 Spit Brook Road, Suite 100, Nashua, NH 03062), not less than 50 days nor more than 75 days prior to the meeting; provided, however, that, in the event that we give less than 65 days’ notice or prior public disclosure of the date of the meeting to our stockholders, notice by the stockholder to be timely must be received by our Corporate Secretary not later than the close of business on the tenth day following the earlier of (i) the day on which such notice of the date of the meeting was mailed or (ii) such public disclosure was made. Any such notice must set forth: (i) the name and record address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (ii) the class or series and number of shares of our stock which are held of record, owned beneficially and represented by proxy by such stockholder as of the record date for the meeting (if such date shall then have been made publicly available) and of the date of such notice; (iii) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iv) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) under which the nomination or nominations are to be made by such stockholder; (v) the name, age, business address and residence address of the nominee and such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed by us pursuant to the proxy rules of the SEC, had each nominee been nominated, or intended to be nominated by our Board; and (vi) the written consent of each nominee to serve as our director, if so elected.

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COMPENSATION OF DIRECTORS

Director Compensation in Fiscal 20162018

Compensation of directors is determined by the Board of Directors in conjunction with recommendations made by the Compensation Committee. The Board of Directors has approved a compensation structure fornon-employee directors consisting of a cash retainer, an annual equity award and an additional cash retainer for Board members serving on a committee, an additional cash retainer. Directors who are our employees are not compensated for their services as directors.committee.

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Board and Committee Retainers

For fiscal 2016,2018, annual cash compensation fornon-employee directors was as follows:

$35,000 and $65,000 for thenon-employee chairman of the board. Additional retainers for eachnon-employee director who served on one or more Boardboard committees in 2016

2018 were as follows:

For fiscal 2019, annual cash compensation fornon-employee directors was $40,000 and $74,285 for the chairman of the board. Additional retainers for eachnon-employee director who served on one or more board committees in 2019 were as follows:

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Cash payments were made in quarterly installments for the first three quarters of 2016. In November 2016, the Compensation Committee determined to provide directors an option toDirectors can elect to receive their quarterly board compensation for the fourth quarter of 2016in cash, or in the form of either: (i) cash, or (ii) a restricted stock award of fully-vested shares based on the closing price of the Company’s common stock on the last trading day of the fourth quarter of 2016. For the fourth quarter of 2016, one director elected to receive compensation in cash. The remainder of the directors opted to receive their compensation in the form of a restricted stock award of fully-vested shares.

Further, the Compensation Committee determined that on a go-forward basis, directors shall elect to receive his or her quarterly Board compensation in (i) Quarterly Restricted Stock based on the cash equivalent of the closing price of the Company’s common stock on the last trading day of each quarter, or (ii) Quarterly Stock Options,stock options, with an exercise price based on the closing price of the Company’s common stock on the last trading day of each quarter and thequarter. The number of shares subject to such Quarterly Stock Option shall bestock options is determined based on thea Black-Scholes valuation. For 2017, one director elected to receive their compensation in the form of quarterly

Such restricted stock is fully vested and such stock options are fully exercisable at the remaindertime of thegrant. For 2018 and 2019, all directors elected to receive their compensation in the form of Quarterly Restricted Stock.stock options.

Annual Equity Compensation

On January 4, 2016, each non-employeeIn November 2018, the Company updated the equity components of its director received ancompensation program. Newly appointednon-employee directors receive aone-time initial award of 4,000stock options to purchase 40,000 shares of restricted stock. The shares vested onour common stock, which vest in four equal quarterly installments through the one yearfirst anniversary of the date of grant. Continuing directors receive an annual award of stock options to purchase 20,000 shares of our common stock, which also vest in four equal quarterly installments through the first anniversary of the date of grant. The Board has determined to increase the annual award of stock options to 30,000 shares of our common stock, effective for the 2020 annual awards.

Stock Ownership Guidelines forNon-Employee Directors

We believe that stock ownership by ournon-employee directors aligns the interests of our directors with the long-term interests of our stockholders. Accordingly, the Company has adopted stock ownership guidelines fornon-employee directors, whereby eachnon-employee director is expected to own 30,000 shares within five years of initial election or five years from the adoption of the guideline, whichever is later. Only shares owned outright are credited toward the ownership goals.

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20162018 Director Compensation TableTable*

DIRECTOR COMPENSATION

AsDirectors may elect to elect to receive their annual retainers in the form of December 31, 2016, the aggregate number of exercisable and unexercisedquarterly stock options held by each person who was a non-employee director was as follows: Dr. Howard – 12,900; Dr. Brem – 22,346; Mr. Ecock – 15,900; Dr. Goodman – 12,883; Mr. Rappaport – 18,150; Mr. Sassine – 5,358; Mr. Subramaniam – 15,900 and Dr. Sussman – 61,379.in lieu of cash (the “Quarterly Stock Options”). The Quarterly Stock Options are vested upon grant.

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As of December 31, 2016, the aggregate number of unvested restricted shares held byeach person who was a non-employee director was as follows: Dr. Howard – 4,000; Dr. Brem – 4,000; Mr. Ecock – 4,000; Dr. Goodman – 4·,000; Mr. Rappaport 4,000; Mr. Sassine – 4,000; Mr. Subramaniam – 4,000 and Dr. Sussman – 4,000.

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EXECUTIVE OFFICERS

All officers serve at the direction of our Board. The Board appoints our officers.

In addition to Mr. Ferry,Klein, our Executive Chairman and Chief Executive Officer, our other executive officers are;are Ms. Stacey Stevens, President, Mr. Christopher, ourR. Scott Areglado, Chief Financial Officer and Mr. Jonathan Go, Chief Technology Officer.

Ms. Stacey Stevens our Executive Vice President, Chief Strategy and Commercial Officer.

Richard Christopherishas served as the Company’s Executive Vice President and Chief Financial Officer. Previously, Mr. Christophersince March 2019. From February 2016 to March 2019, Ms. Stevens served as Chief Financial and Operating Officer of Caliber Imaging & Diagnostics, Inc., a medical technologies company that designs, develops and markets microscopes and other proprietary software. From March 2014 to October 2015, Mr. Christopher served as Chief Financial Officer of Caliber Imaging & Diagnostics, Inc. From December 2000 to April 2013, Mr. Christopher worked for DUSA Pharmaceuticals, Inc., a vertically integrated specialty dermatology company. During his time at DUSA Pharmaceuticals, Inc., Mr. Christopher served as Vice President, Financial Planning and Business Analysis, Vice President, Finance and Chief Financial Officer and Director of Financial Planning and Business Analysis. Mr. Christopher graduated from Suffolk University with a Masters of Science Degree in Accounting and from Bentley University with a Bachelor of Science Degree in Finance.

Stacey Stevensis now the Company’s Executive Vice President, Chief Strategy and Commercial Officer. Ms. Stevens previouslyOfficer, and from June 2006 to February 2016, she served as the Company’s Senior Vice President of Marketing and Strategy from June 2006 to February 2016.Strategy. Prior to joining iCAD, Ms. Stevens’ experience includedStevens held a varietynumber of sales, business development, and marketing management positions with Philips Medical Systems, Agilent Technologies, Inc. and Hewlett Packard’s Healthcare Solutions Group (which was acquired in 2001 by Philips Medical Systems). From February 2005 until joining the Companyto June 2006, she was Vice President, Marketing Planning at Philips Medical Systems, where she was responsible for the leadership of all global marketing planning functions for Philips’ Healthcare Business.business. From 2003 to January 2005, she was Vice President of Marketing for the Cardiac and Monitoring Systems Business Unit of Philips, where she was responsible for all marketing and certain direct sales activities for theof Philips America’s Field Operation.Operations. Prior to that, Ms. Stevens held several key marketing management positions in the Ultrasound Business Unit of Hewlett-Packard/Agilent and Philips Medical Systems. Ms. Stevens earned a Bachelor of Arts Degree in Political Science from the University of New Hampshire, and an MBAM.B.A. from Boston University’s Graduate School of Management.

Mr. R. Scott Aregladohas served as the Company’s Chief Financial Officer since May 2019. From May 2011 until December 2018, Mr. Areglado served as Company’s Vice President and Corporate Controller, and from December 2018 to May 2019 and September to November 2016, he served as interim Chief Financial Officer. From 2005 to 2010, Mr. Areglado served as Vice President and Controller at AMICAS, Inc., a Nasdaq-listed image and information management solutions company serving the healthcare industry, where he led financial statement preparation and accounting operations for the company. Mr. Areglado has more than 25 years of experience in finance and accounting and was a licensed Certified Public Accountant from 1990 to 2007. Mr. Areglado received an M.B.A. degree from the Franklin W. Olin Graduate School of Business at Babson College and a Bachelor of Business Administration degree in Accounting from the University of Massachusetts, Amherst.

Mr. Jonathan Go has served as the Company’s Chief Technology Officer since January 2019. Mr. Go brings more than twenty five years of software development experience in the medical industry to iCAD. From October 2006 until January 2019, Mr. Go served as the Company’s Senior Vice President of Research and Development. Prior to joining iCAD, from February 1998 to May 2006, Mr. Go served as Vice President of Engineering at Merge eMed, a provider of RIS/PACS solutions for imaging centers, specialty practices and hospitals. At Merge eMed, Mr. Go was responsible for software development, product management, testing, system integration and technical support for all of eMed’s products. Before joining Merge eMed, Mr. Go was Director of Engineering at Cedara Software in Toronto. Cedara Software is focused on the development of custom engineered software applications and development tools for medical imaging OEMs. At Cedara, Mr. Go built the workstation program, developing multiple specialty workstations that have been adopted by a large number of OEM partners. Mr. Go earned a Bachelor of Science in Electrical Engineering from the University of Michigan and a Masters of Science in Electrical Engineering and Biomedical Engineering from the University of Michigan.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is designed to provide stockholders an understanding of our compensation philosophy, core principles and decision makingdecision-making process for determining compensation for our named executive officers (“NEOs”) for fiscal 2016.2018.

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Our NEOs for Fiscal 2016:

Current Officers:2018:

Former Officers:

This Compensation Discussion and Analysis is designed to provide stockholders an understanding of our compensation philosophy, core principles and decision making process for determining compensation for our named executive officers (“NEOs”) for fiscal 2016.

The following discussion cross-references those specific tabular and narrative disclosures that appear following this subsection where appropriate. You should read this Compensation Discussion and Analysis in conjunction with such tabular and narrative disclosures.

Executive Summary:

2016 Financial and Operational Highlights

In 2016,During 2018 and year-to-date in 2019, we remained focused on strategic initiatives for the Company’s key growth drivers.

Key highlights included:

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“Say on Pay” Outcome and Stockholder Outreach Efforts

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Key Compensation Governance Attributes

The following are best practices of our executive compensation program:

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Compensation Decision Making Process

Executive Compensation Philosophy and Objectives

The Compensation Committee’s executive compensation objectives are to: attract and retain highly qualified individuals with a demonstrated record of achievement; reward past performance; provide incentives for future performance; and align the interests of the named executive officers with the interests of the stockholders. In order to accomplish this, we offer a competitive total compensation package that consists of: base salary; annualnon-equity incentive compensation opportunities; long-term incentives in the form of equity awards; and employee benefits.

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The Compensation Committee believes that compensation for the named executive officers should be based on our performance, as the performance of the named executive officers directly affects our results. Therefore, the Compensation Committee typically has developed variable compensation packages for the named executive officers that are largely based on Company financial performance. The Compensation Committee also considers our industry and geographic location norms in determining the various elements and amounts of compensation for our named executive officers.

The Compensation Committee believes that several factors are critical to our future success. These factors include the quality, appropriate skills and dedication of the named executive officers.

How We Determine NEO Compensation

Role of the Compensation Committee. All compensation for our named executive officers is reviewed and recommended to the Board of Directors by the Compensation Committee, of our Board, which is composed only of independent directors. The Compensation Committee is responsible for reviewing the performance and establishing the total compensation of our named executive officers on an annual basis. The Compensation Committee hires an independent consultant to assist in determining compensation levels. The Compensation Committee discusses compensation matters as part of regularly scheduled meetings. The Compensation Committee administers compensation plans for our named executive officers and is responsible for recommending base salary and grants of equity awards under our stock incentive plans to the Board for approval. The Compensation Committee has a formal written charter which is available on our website.

Role of our CEOChief Executive Officer. Our Chief Executive Officer annually makes recommendations to the Compensation Committee regarding base salary,non-equity incentive plan compensation and equity awards for himself and the other named executive officers. Such recommendations are considered by the Compensation Committee; however, the Compensation Committee retains full discretion and authority over the final compensation decisions for the named executive officers, subject to approval by the Board.

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Role of our Independent Compensation Consultant. The Compensation Committee has the authority to engage independent compensation consultants. The Compensation Committee has in the past, and may in the future, directly commission compensation studies from such consultants to provide benchmark and other data to be used by the Compensation Committee in determining the compensation and benefits for the named executive officers.

During 2015,2018, the Compensation Committee engaged Pearl Meyer & Partners (“Pearl Meyer”), an independent compensation consultant, to review and benchmark executive compensation. The consultant reviewed the compensation for the named executive officers and compared their base salary, target bonus opportunity and equity participation to a peer group and survey data of comparably sized industry comparators. The Compensation Committee considered the findings of the compensation consultant in evaluating executive compensation for 2015.

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The Compensation Committee retained Pearl Meyer in 2016 for general executive compensation support, including but not limitedsupport. In preparation for 2018 executive compensation determinations, Pearl Meyer updated the group of peer companies used to developing a long-term incentive award strategy, developing a competitive employment offerbenchmark executive compensation and identify market pay practices. Pearl Meyer developed the peer group so that the group, in aggregate, reflected the Company’s industry, size (revenue and market capitalization) and operating profile (margins and employee base). Pearl Meyer also assisted with benchmarkingnon-employee director compensation, planning for our new Chief Financial Officer, crafting a strategy to respond to shareholder outreach feedback,stock pool refresh proposal, and determining performance metrics for the 2017 annual cash bonus.developing and enhancing our proxy disclosures.

Use of Peer Group and Market Data

In January 2015,During 2018, the Compensation Committee engaged Pearl Meyer to assess the competitiveness of the Company’s executive compensation. Pearl Meyer determined and the Compensation Committee approved the following peer group companies with respect to benchmarking the executive compensation.compensation:

For 2016, Pearl Meyer used the same peer group to monitor competitive market pay practices and inform decisions pertaining to our long-term incentive award strategy.

Compensation Committee Report

The Compensation Committee met with management and reviewed and discussed with management the Compensation Discussion and Analysis. Based upon the review and discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement of the Company.

The information contained in this Compensation Committee report is not “soliciting material” and has not been “filed” with the SEC. This report will not be incorporated by reference into any of our future filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act, of 1934, except to the extent that we may specifically incorporate it by reference into a future filing.

Compensation CommitteeCommittee: Dr. Susan Wood—Chairwoman, Dr. Rakesh Patel, Mr. Andy Sassine

Dr. Elliot Sussman (Chairperson), Dr. Rachel Brem, Dr. Lawrence Howard, Mr. Somu Subramaniam

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Elements of Executive Compensation

The Compensation Committee establishes a total targeted cash compensation amount for each named executive officer, which included base salary andnon-equity incentive compensation, intended to be an incentive for the named executive officers to achieve the targeted financial results for our business and to compensate the named executive officers appropriately if they successfully achieved such performance. The elements of our executive compensation program are designed to deliver bothyear-to-year and long-term stockholder value increases. A portion of the executives’ compensation isat-risk, and equity-based compensation includes a mix of incentives that vest subject to time or a combination of Company performance and time, tying the executive to both our short-term and long-term success.

The Compensation Committee also considers each named executive officer’s current salary and prior-year incentive compensation along with the appropriate balance between long-term and short-term incentives.

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Our executive compensation program consists of the following annual elements:

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Fiscal 20162018 Compensation Program in Detail

Base Salaries

Salaries are established based on the individual responsibilities of the named executive officers in the competitive marketplace in which we operate at levels necessary to attract and retain the executive. Base salaries are reviewed annually and adjusted periodically to take into account promotions, increases in responsibility, inflation and increased experience and competitive compensation levels as recommended by the Chief Executive Officer with respect to the other named executive officers. The Company does not provide for automatic salary increases.

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The Compensation Committee established the following base salaries for the named executive officers infor fiscal 20162018 and 2019 as follows:

Annual Bonus (Non-Equity(Non-Equity Incentive Compensation)

Annually, at the beginning of each fiscal year, the Compensation Committee establishes anon-equity incentive compensation plan as a tool to incentivize the named executive officers to achieve certain Company goals for the forthcoming fiscal year. Cash payments under this plan are typically paid in arrears on an annual basis if the financial performance goals are met, or at the board’s discretion, taking into account various subjective factors, including individual performance evaluations with regard to our operating performance and execution on plans as presented to the Board. The Compensation Committee sets the financial objectives in the plan at levels which the Committee believes are achievable, but not assured, and such objectives are in line with both the short-term and long-term interests of the stockholders.

The compensation plan provided for the payment to the named executive officers of a percentage payout of the individuals’ respective base salary, which payouts can be earned upon achieving the goals established by the Compensation Committee. The 2016 2018non-equity incentive compensation targets were based on achieving certain revenue, adjusted EBITDA, and cash position goals. In March 2019, the Board reviewed the Company performance relative to our goals as follows:and determined that these goals had not been met. Accordingly, the Board determined that there would not be any bonus payout under the 2018non-equity incentive compensation plan.

ForAgain in 2019, the Compensation Committee has established a reconciliation ofnon-equity incentive compensation plan for 2019 intended to incentivize the named executive officers to achieve corporate goals and targets (the “2019 Plan”). Under the 2019 Plan, upon the Company achieving pre-determined revenue and adjusted EBITDA please seetargets (the “Targets”), each named executive officer will be entitled to receive the Company’s earnings release for the year ended December 31, 2016, filed on Form 8-K on March 9, 2017. Actual 2016 performance excludes bonus expense.

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Each executive’spercentage of their target bonus amount, is set as a percentage of base salary, with possible payouts ranging from 100% of target to 0% of target. In February 2017, after approving payouts of 89% of target, the Board of Directors determined to issue shares of common stock in lieu of cash bonus payments for cash conservation purposes. The shares were issued in May 2017 and the number of shares was determinedwhich will be 50% based on the stock priceTargets and 50% based on personal performance targets for each named executive officer. The 2019 Plan allows bonus payments that could exceed 100% of each named executive officer’s target bonus amount if performance targets are exceeded bypre-determined amounts and in the discretion of the Compensation Committee and the Board.

The Compensation Committee has allocated up to $524,000 for payment of bonuses to the named executive officers other than the Chief Executive Officer, and up to $112,500 that could be awarded to the Chief Executive Officer. The 2019 Plan also provides for the payment of performance-based bonuses tonon-executive employees of the Company. Subject to certain conditions, including the Company atmaintaining a cash balance above an agreed-upon level, the datebonus pool for executive andnon-executive employees may be increased to $1.15 million, in the discretion of issuance. Bonus opportunitiesthe Compensation Committee and actual payouts were as follows:the Board.

Long-Term Equity Incentive Compensation

The Compensation Committee makes recommendations to the Board regarding the granting to executives of equity awards under our stock incentive plans. The Compensation Committee has the ability and flexibility under the various plans to determine from time to time the specific type of award and the terms and conditions related thereto that the Compensation Committee believes are best designed at that time to provide a strong incentive for senior management’s superior performance and continued service to us. The incentive plans provide for grants of stock options and shares of restricted stock or units – either time- or performance-based. The Compensation Committee believes that properly structured long-term equity awards can encourage executive retention as such awards are made subject to vesting and continued employment by the recipient. Long-term equity awards may be granted to executive officers and other employees who successfully demonstrate a capacity for contributing directly to our success.

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The terms of these equity awards generally provide time-based vesting provisions and require the recipient remain employed to obtain such awards on the vesting date(s). In the event of a stock dividend, recapitalization, reclassification, split, or a combination of shares of the Company, an appropriate adjustment shall be made by the Company, in the number, kind, and/or option price of the awarded shares to the end that the proportionate interest of the holder will be maintained as before the occurrence of such event. In the event of a merger or consolidation of the Company or other similar corporate changes, provisions may be made by the Board for the assumption or substitution of the awarded shares. See the narrative description below for each of our named executive officer’s arrangements regarding vesting on a change of control.

The Compensation Committee does not currently have a policy for the automatic awarding of equity awards to the named executive officers or our other employees. Grants are made periodically, based on individual performance, and other criteria deemed relevant by the Compensation Committee and approved by the Board at the time awards are made.

20162018 Equity Awards.

The Compensation Committee does not currently have a policy for the automatic awarding of equity awards to the Company’s named executive officers or its other employees. Grants are made periodically based on individual performance and other criteria deemed relevant by the Compensation Committee and approved by the Board at the time awards are made.

On October 18, 2016,March 22, 2018 the Compensation Committee recommended for approval to the Board, and the Board approved equity awards to Mr. Ferry, Mr. Christopher and Ms. Stevens. Subsequently, the Compensation Committee approved equity awards to Mr. Christopher upon his hire in December 2016. The awards to each of these NEOs were granted in the form of equity as follows:

The award can be earned from up to 167% of target for performance between threshold and maximum. Upon certification by the Compensation Committee of achievement ofBoard determined that the performance metrics had not been met for 2017, One-third of earned2018 and accordingly the shares will vest. The remaining two thirds will vest in equal annual installments on the first and second anniversaries of the date of performance certification by the Compensation Committee.

Perquisites

We provide the named executive officers with an annual automobile allowance and, in addition, provided a housing allowance for Mr. Ferry, which the Compensation Committee believes is reasonable, competitive and consistent with our overall executive compensation program.

Compensation Policies and Practices

Clawback Policy

Under our clawback policy, if our Board determines that an executive officer engaged in intentional misconduct leading to a material financial reporting restatement or intentional misconduct leading to erroneous performance information and calculations, then the Board may review all performance-based compensation awarded to or earned by that officer on the basis of performance during the fiscal periods materially affected. If, in the view of our Board, the performance-based compensation would have been lower if not for the intentional misconduct, then the Board may, to the extent permitted by applicable law, seek recoupment from that officer of any performance-based compensation exceeding the amount that would have been paid had financial results been correctly stated or calculated, as determined by the Board.

Stock Ownership Guidelines for Executive OfficersOfficers.

Our Board believes that our officers should hold a meaningful financial stake in the Company in order to further align their interests with those of our stockholders. In July 2017, we adopted stock ownership guidelines for our executive officers. Our CEOChief Executive Officer is expected to own a minimum of 300,000 shares and other executive officers are expected to own a minimum of 100,000 shares, within five years of employment, the date of becoming an executive officer, or five years from the adoption of the guideline, whichever is latest. Only shares owned outright are credited toward the ownership goals.

Employment Agreements and Severance and Change in Control Agreements

We haveThe Company has entered into employment agreements with certain of our named executive officers. Thosekey executives. The employment agreements provide each namedfor minimum annual salaries and performance-based annual bonus compensation as defined in their respective agreements. In addition, the employment agreements provide that if employment is terminated without cause, the executive officer with certain benefits upon terminationwill receive an amount equal to their respective base salary then in effect for (i) the greater of the remainder of the original term of employment, as noted(ii) for Mr. Ferry, a period of two years from the date of termination, or (iii) for Mr. Christopher and Ms. Stevens, a period of eighteen months from the date of termination, in each individual,case, plus the pro rata portion of any annual bonus earned in any employment year through the date of termination.

On November 8, 2018, Mr. Ferry retired as well as indemnification rights. Our certificate of incorporation provides that we will indemnify our directors to the fullest extent permitted by Delaware law and we have separate indemnification agreements with our directors and certain officers. We maintain directors and officers insurance coverage. We also have a Severance and Change in Control Agreement with our Former Interim Chief Financial Officer.

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Mr. Kenneth Ferry, our Chief Executive Officer.

On December 22, 2016, weOfficer of the Company and from his position as Chairman of the Board of Directors. Mr. Ferry and the Company entered into a newSeparation Agreement on that date, pursuant to which Mr. Ferry will generally receive the payments that would have been payable had he been terminated by the Company without cause. The Company accrued $1,009,000 representing 24 months of severance and 18 months of health benefits as of November 2018 upon Mr. Ferry’s agreeing to the Separation Agreement, which is being paid monthly beginning in May 2019.

Effective on January 11, 2019, Mr. Christopher resigned from his position as Chief Financial Officer of the Company. There were no termination benefits associated with Mr. Christopher’s resignation.

Mr. Michael Klein, our Executive Chairman and Chief Executive Officer

On November 19, 2018 the Company entered into an employment agreement with Mr. Ferry. This agreement replacedKlein to serve as Executive Chairman and superseded the previous employment agreement entered into between us and Mr. Ferry on September 25, 2012. Mr. Ferry’s employment agreement provides for his continued employment as the Company’sInterim Chief Executive Officer of the Company for an initiala term throughof two years ending on the earlier of termination of the agreement or December 31, 2020. On December 12, 2018, subjectthe Company amended the employment agreement to automatic one-year renewals after the expirationchange his title from Interim Chief Executive Officer to Chief Executive Officer. Mr. Klein’s compensation consists of the initial term under certain conditions, at an annual base salary of $455,000. The agreement also provides for his eligibility to receive, during each employment year during the term of the Agreement,$150,000, and a target annual incentive bonus of 55%50% of his base salary if the Company achieves goals and objectives determined by the Compensation Committee. As part of the Company’s annualyear-end compensation review, the Compensation Committee expects to evaluate Mr. Ferry is also eligible to receive such other cash bonusesKlein’s compensation package and such other compensation as may from time to time be awarded to him by the Board.will likely increase his salary and level of equity compensation.

Mr. FerryKlein is also entitled to customary benefits, including participation in employee benefit plans as well as a monthly automobile and housing allowance. Mr. Ferry’sKlein’s employment agreement provides that if his employment is terminated without “cause” or if he terminates his employment for “good reason” (as such terms are defined in Mr. Klein’s employment agreement), in each case while he serves as Chief Executive Officer, then: (i) he will continue to receive an amount equal to his base salary for

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the course of 24 months12 month period from the date of his termination; (ii) he will receive the pro rata portion of any incentive bonus, if any, earned for the fiscal year of his termination; and (iii) he will receive reimbursement of monthly premiums for continued health benefits for 18 months. If the aggregate amount of payments under (i) and (ii) are less than $250,000, then Mr. Klein shall be entitled to $250,000.

In the event that within 12 months of a “change in control”, either (i) Mr. FerryKlein’s employment is terminated by the Company without “cause” or (ii) he terminates his agreementemployment for “good reason”, in each case while he serves as all such terms are defined in Mr. Ferry’s employment agreement, then: (A)Chief Executive Officer, then (i) he will continue to receive an amount equal to his base salary for the period of 24 months from the date of his termination; (B) he will receive the pro rata portion of any incentive bonus, if any, earned for the fiscal year of his termination, and (C) all unvested stock options and other equity awards granted by the Company shall immediately vest and become exercisable and shall remain exercisable for not less than 180 days thereafter.

On October 18, 2016, the Company’s Board, upon the recommendation and approval of the Compensation Committee granted Mr. Ferry 75,000 time-based restricted shares, and 75,000 PSUs subject to subsequent time-based vesting, if deemed earned.

Mr. Richard Christopher, our Executive Vice President, Chief Financial Officer

On November 4, 2016, we entered into a new employment agreement, effective December 5, 2016 with Mr. Christopher. Mr. Christopher’s employment agreement provides for his employment for an initial term ending December 31, 2019, subject to automatic one-year renewals after the expiration of the initial term under certain conditions, at an annual base salary of $285,000 with such increases as determined by the Board. Mr. Christopher is also entitled to customary benefits, including participation in employee benefit plans as well as a monthly automobile allowance. Mr. Christopher’s employment agreement also provides for his eligibility to receive, during each year during the term of the agreement, a target annual incentive bonus of 40% of his base salary if we achieve goals and objectives determined by the Board. Mr. Christopher will also be eligible to receive such other cash bonuses and such other compensation as may from time to time be awarded to him by the Board.

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Mr. Christopher’s employment agreement provides that if his employment is terminated without “cause” or if he terminates his employment for “good reason,” then: (i) he will continue to receive an amount equal to his base salary for the period of 12 months from the date of his termination; (ii) he will receive the pro rata portion of any incentive bonus, if any, earned for the fiscal year of his termination; (iii) he will receive continued health benefits for 12 months; and (iv) all earned but unvested stock options and other equity awards granted by the Company shall immediately vest and become exercisable and shall remain exercisable for not less than 180 days thereafter.

In the event that within six months of a “change in control”, either (i) Mr. Christopher is terminated by the Company without “cause” or (ii) he terminates his agreement for “good reason,” as all such terms are defined in his employment agreement, then: (i) he will continue to receive an amount equal to his base salary for the course of 18 months from the date of his termination; (ii) he will receive the pro rata portion of any incentive bonus, if any, earned for the fiscal year of his termination, and (iii) all unvested stock options and other equity awards granted by the Company shall immediately vest and become exercisable and shall remain exercisable for not less than 180 days thereafter.

On December 5, 2016, the Company’s Board, upon the recommendation and approval of the Compensation Committee granted Mr. Christopher 50,000 time-based restricted shares, and 50,000 PSUs subject to subsequent time-based vesting, if deemed earned.

Ms. Stacey Stevens, our Executive Vice President Chief Strategy and Commercial Officer

On June 25, 2008, we entered into a newan employment agreement with Ms. Stevens, which provides for her employment for an initial term thruthrough December 31, 2011, wihtwith automaticone-year renewals after the expiration of the initial term underthereafter subject to certain conditions. Ms. Stevens is also entitled to customary benefits, including participation in employee benefit plans as well as a monthly automobile allowance. Ms. Stevens’ employment agreement also provides for her eligibility to receive, during each year during the term of her employment under the agreement, a target annual incentive bonus of 40% of her base salary if we achievethe Company achieves certain goals and objectives determined by the Board. Ms. Stevens will also be eligible to receive such other cash bonuses and such other compensation as may from time to time be awarded to her by the Board.

Ms. Stevens’ employment agreement provides that if her employment is terminated without “cause” then:“cause,” (i) she will continue to receive an amount equal to her base salary for the period of 12 months from the date of her termination;termination, (ii) she will receive the pro rata portion of any incentive bonus, if any, earned for the fiscal year of her termination;termination, and (iii) she will receive continued health benefits for 12 months.

On December 22, 2016, we amended Ms. Stevens employment agreement to provide that in the event thatif she is terminated without “cause” within three months of a “change in control”, Ms. Stevens is terminated by the Company without “cause,control,” as defined in her employment agreement, then:then (i) she will continue to receive an amount equal to her base salary for the course of 18 months from the date of her termination;termination, (ii) she will receive the pro rata portion of any incentive bonus, if any, earned for the fiscal year of her termination;termination, and (iii) all unvested stock options and other equity awards granted by the Company shall immediately vest and become exercisable and shall remain exercisable for not less than 180 days thereafter.

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On February 5, 2015,March 12, 2019, the Company’s Board elected Ms. Stevens to serve as President. In connection with Ms. Steven’s election to President, the Board upon the recommendation and approval of the Compensation Committee, increased Ms. Stevens’approved (i) an annual base salary increase to $283,000 effective March 1, 2015.$323,000 from $305,000, and (ii) an increase in target bonus to 45% of annual base salary, from 40% of annual base salary.

OnIn October 18, 2016,2015, the Company and Ms. Stevens entered into a Change of Control Bonus Agreement (“the Bonus Agreement”). The Bonus Agreement provides that upon a “change of control” of the Company, Ms. Stevens will be entitled to a cash bonus. A “change of control” is defined to mean a sale of all or substantially all of the assets of the Company or the acquisition of more than 50% of the outstanding equity or ownership interests by any one person or group of persons. The amount of the bonus will be based upon the product of (i) the number of shares of the Company’s Board,outstanding equity interest as of the closing of the transaction resulting in a change of control multiplied by (ii) the price of one such interest as of such closing as reported on the principal stock exchange on which such equity interests are traded. If such amount is greater than $100 million, but does not exceed $150 million, the Company will pay Ms. Stevens 0.50% of such amount. In the event such amount exceeds $150 million, the Company will pay Ms. Stevens 0.75% of such amount. The Bonus Agreement terminates upon the recommendation and approvalearliest of (i) payment of a change of control bonus, (ii) Ms. Stevens’ termination of employment prior to a change of control, or (iii) by mutual agreement of the Compensation Committee grantedCompany and Ms. Stevens. No benefits will be paid for such bonus if Ms. Stevens 37,500 time-based restricted shares, and 37,500 PSUsincurs a separation from service with the Company for any reason, subject to subsequent time-based vesting, if deemed earned.certain exceptions, at any time prior to a change of control.

The Bonus Agreement also amends the provisions of Ms. Stevens’ employment agreement related to Section 280G of the Internal Revenue Code (the “Code”). It provides that the Company will pay Ms. Stevens the greater of (i) all of the payments and benefits payable under the Bonus Agreement and all other agreements between the Company and Ms. Stevens as a result of a change in ownership or control or (ii) one dollar less than the amount of such payments and benefits that would subject Ms. Stevens to the tax imposed by Section 4999 of the Code, whichever gives Ms. Stevens the highest netafter-tax amount.

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Mr. Richard Areglado,Kenneth Ferry, our Vice President and Corporate Controller, and Former Interim Chief FinancialExecutive Officer

On September 12, 2016,November 8, 2018, Mr. Ferry retired from his position as Chairman of the Board of Directors and Chief Executive Officer. Mr. Ferry and the Company entered into a Separation Agreement, pursuant to which Mr. Ferry will generally receive the payments that would have been payable had he been terminated by the Company without cause. The Company accrued $1,009,000 representing 24 months of severance and change18 months of health benefits as of November 2018 upon Mr. Ferry’s agreeing to the Separation Agreement, which are being paid monthly beginning in controlMay 2019.

On December 22, 2016, we entered into an employment agreement with Mr. Areglado that providesFerry, which provided for his employment as Chief Executive Officer for an initial term through December 31, 2018, with automaticone-year renewals thereafter subject to certain benefits under various termination scenarios.conditions. The agreement providesprovided for an annual base salary of $455,000, which was increased to $470,000 in March 2018. The agreement also provided for his eligibility to receive, during each year of his employment under the agreement, a target annual incentive bonus of 55% of his base salary if the Company achieved goals and objectives determined by the Compensation Committee.

Mr. Ferry was also entitled to customary benefits, including participation in employee benefit plans as well as monthly automobile and housing allowances. Mr. Ferry’s employment agreement provided that if his employment iswas terminated without “cause” or if he terminatesterminated his employment for “good reason,” as such terms are defined in the agreement, then:reason”, then (i) he willwould continue to receive an amount equal to his base salary for the course of 24 months from the date of his termination; (ii) he would receive the pro rata portion of any incentive bonus, if any, earned for the fiscal year of his termination; and (iii) he would receive continued health benefits for 18 months.

In the event that within 12 months of a “change in control”, either (a) Mr. Ferry was terminated by the Company without “cause” or (b) he terminated his agreement for “good reason”, then (i) he would continue to receive an amount equal to his base salary for the period of six24 months from the date of his termination; andtermination, (ii) he willwould receive continued health benefitsthe pro rata portion of any incentive bonus, if any, earned for six months from the datefiscal year of his termination.

In the event that within six months of a “change in control”, either (i) Mr. Areglado is terminatedtermination, and (iii) all unvested stock options and other equity awards granted by the Company without “cause” or (ii) he terminates his employmentwould immediately vest and become exercisable and would remain exercisable for “good reason,” as all such terms are defined in his employment agreement, then: (i) he will continue to receive an amount equal to his base salary for the period of six months from the date of his termination; and (ii) he will receive continued health benefits for six months from the date of his termination. Mr. Areglado’s base compensation and cash bonus remained unchanged during the period he served as Interim Chief Financial Officer.not less than 180 days thereafter.

Mr. Kevin Burns,Richard Christopher, our Former Executive Vice President, Chief Financial Officer and Chief Operating Officer

On April 26, 2011, as amended on November 21, 2013 and February 5, 2015 the Company4, 2016, we entered into an employment agreement, effective December 5, 2016 with Mr. Burns that provided forChristopher. Mr. Christopher resigned from the Company effective January 11, 2019, and his employment asagreement is no longer in effect.

On March 22, 2018, the Company’s Executive Vice President, Chief Financial Officer and Treasurer for a term commencing on April 26, 2011 and expiring on April 30, 2014, subject to one-year renewals after the expiration of the term unless terminated by the Company or Mr. Burns upon 90 days prior written notice, atBoard approved an annual base salary of $255,000. The salary was subject to increases from time to time. On November 21, 2013 the Company amended this agreement in connection with his promotion to Chief Operating Officer, and paid a one-time cash bonus of $50,000. The amended agreement provided for Mr. Burns to be eligible to receive during each year during the termChristopher of his employment agreement an annual target incentive bonus in each calendar year of an amount equal to 50% of his base salary then in effect if the Company achieved goals and objectives established by the Compensation Committee. On February 5, 2015 the Company further amended this agreement in connection with$295,000. Mr. Burns’ promotion to President, and extended his benefits on a change of control, termination without cause and termination for good reason from 12 months to 18 months.

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Mr. BurnsChristopher was also entitled to customary benefits, including participation in employee benefit plans as well as a monthly automobile allowance. Mr. Burns’Christopher’s employment agreement also provided for his eligibility to receive, during each year of his employment under the agreement, a target annual incentive bonus of 40% of his base salary if we achieved goals and objectives determined by the Board.

Mr. Christopher’s employment agreement provided that if his employment was terminated without cause“cause” or if he terminated his employment for good“good reason, Mr. Burns” then (i) he would continue to receive an amount equal to his base salary then in effect for athe period of one year12 months from the date of his termination, of employment plus(ii) he would receive the pro rata portion of hisany incentive bonus, if any, earned infor the employmentfiscal year through the date of his termination, as determined at(iii) he would receive continued health benefits for 12 months, and (iv) all earned but unvested stock options and other equity awards granted by the discretion of the Board. Company would immediately vest and become exercisable and would remain exercisable for not less than 180 days thereafter.

In the event that within six months of a “change in control”, either (i)control,” (a) Mr. Burns would have beenChristopher was terminated by the Company without “cause” or (ii) had(b) he terminated his employment agreement for “good reason” (as all such terms arewere defined in hisMr. Christopher’s employment agreement), then (i) he would have been entitledcontinue to receive an amount equal to his base salary then in effect for the greatercourse of the remainder of his original term of employment or eighteen18 months from the date of his termination, plus(ii) he would receive the pro rata portion of any incentive bonus, which otherwise would have been payable to himif any, earned for any employmentthe fiscal year in which the date of his termination, occurred.and (iii) all unvested stock options and other equity awards granted by the Company would immediately vest and become exercisable and would remain exercisable for not less than 180 days thereafter.

Pursuant to hisMr. Scott Areglado, our Chief Financial Officer

In May 2019, we entered into an amended employment agreement with Mr. Areglado. Mr. Areglado’s amended employment agreement provides for an annual base salary of $240,000 and asa target bonus of 35% of annual base salary.

Mr. Jonathan Go, our Chief Technology Officer

In January 2019, we entered into an inducementemployment agreement with Mr. Go. Mr. Go’s employment agreement provides for an annual base salary of $300,000 and a target bonus of 40% of annual base salary.

New Employment Agreements For Named Executive Officers

The Company is in the process of preparing and negotiating new employment agreements with each of its current executive officers. The Company anticipates that prior to the end of the year, it will enter into a new employment agreement with Mr. Klein (the “Klein Agreement”) providing for, among other things, compensation expected to consist of (i) an annual base salary of approximately $400,000, and (ii) a target annual incentive bonus of 65% of his joiningbase salary if the Company on April 26, 2011 Mr. Burns wasachieves goals and objectives determined by the Compensation Committee. The Klein Agreement is also granted Non-Qualified Stock Options outsideexpected to provide for (i) an award of a shareholder approved planan option to purchase 100,000additional shares of Company common stock within an exercise price equalamount to $5.60, the closing sale pricebe determined, (ii) payment of the common stock on that date. The options vest as to one third of the shares covered thereby on each of the first, second and third year anniversary of the date of grant. The options expire on April 26, 2021, subject to earlier expiration under certain conditions. The unvested portion of these options will automatically vest15 months’ severance if Mr. Burns’Klein’s employment is terminated by the Companywithout “cause” or by Mr. Burnsif he terminates his employment for “good reason” without “cause” within six months, and (iii) payment of 24 months’ severance if Mr. Klein’s employment is terminated in connection with a “changechange of control. To the extent that the Compensation Committee is still working to establish compensation parameters for Mr. Klein, the above expected terms may change prior to the time a final agreement is reached.

The Company also anticipates that Ms. Steven’s new agreement will have general economic terms similar to those included in control” as such terms are defined in hisher existing agreement. The Company is also preparing new employment agreement.

On September 1, 2016, Mr. Burns resigned without good reason from his positions as President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary of the Company. He received no further benefits under his employment agreement.

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Summary Compensation Table

The following table sets forth summary information relating to all compensation awarded to, earned by or paid to our named executive officers for all services rendered in all capacities to us during the fiscal years noted below.

SUMMARY COMPENSATION TABLE

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Outstanding Equity Awards at December 31, 20162018

The following table sets forth information regarding unexercised options and unvested stock awards outstanding at December 31, 20162018 for each of our named and former executive officers.

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Option Exercises and Stock Vested in Fiscal Year Ended December 31, 2015

The following table provides information about the value realized by the named executive officers upon the exercise of option awards and the vesting of stock awards during the fiscal year ended December 31, 2016.

Potential Payments upon Termination or Change in Control

In the event that within 12 months of a named executive officers’“change in control”, if Mr. Klein’s employment is terminated within twelve months (for Mr. Ferry), six months (for Mr. Christopher or Mr. Areglado) or three months (for Ms. Stevens) following a change in control by the Company without cause (for all named executive officers)“cause” or by the executivehe terminates his employment for good reason (for Mr. Ferry, Mr. Christopher and Mr. Areglado)“good reason”, in each case while he serves as Chief Executive Officer, then we(i) he will paycontinue to the executive as severance payreceive an amount equal to (a) his or her base salary as then in effect for athe period of two years (for Mr. Ferry), eighteen24 months (for Mr. Christopher and Ms. Stevens) or six months (for Mr. Areglado), as applicable from the date of termination, (b) other than inhis termination; (ii) he will receive the casepro rata portion of Mr. Areglado, an amount equal to theany incentive bonus, which would otherwise been payableif any, earned for the employmentfiscal year in which the date of his termination, occurs, and (c) in the case of Mr. Areglado, (i) continued participation the Company’s group health plan for six months and (ii) accelerated payment of a retention bonus equal in an amount equal to $50,000 (which would otherwise be paid on September 1, 2017).

If within twelve months (for Mr. Ferry), six months (for Mr. Christopher) or three months (for Ms. Stevens) after the occurrence of a change in control, we terminate the executive’s employment without cause (for all named executive officers other than Mr. Areglado) or the executive terminates his employment for good reason (for Mr. Ferry and Mr. Christopher), then despite the vesting and exercisability schedule contained in any stock option agreement or other equity award agreement between us and the executive,(iii) all unvested stock options and other equity awards willgranted by the Company shall immediately vest and become exercisable and willshall remain exercisable for not less than 180 days.days thereafter.

The receiptOn December 22, 2016, we amended Ms. Stevens’ employment agreement to provide that if she is terminated without “cause” within three months of a “change in control,” then (i) she will continue to receive an amount equal to her base salary for 18 months from the payments and benefits todate of her termination, (ii) she will receive the named executive officers under their employment agreements are generally conditioned upon their complying with customary non-solicitation, non-competition, confidentiality, non-interference and non-disparagement provisions. By the terms of such agreements, the executives acknowledge that a breach of some or all of the covenants described in their employment will entitle us to injunctive relief restraining the commission or continuancepro rata portion of any such breach,incentive bonus, if any, earned for the fiscal year of her termination, and (iii) all unvested stock options and other equity awards granted by the Company shall immediately vest and become exercisable and shall remain exercisable for not less than 180 days thereafter. See above in addition“Compensation Discussion and Analysis” for additional payments owed to any other available remedies.

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Additionally, Mr. Ferry and Ms. Stevens entered into Change of Control Bonus Agreements in October 2015. The Agreements provided that upon a Change of Control of the Company, the executive will be entitled to a cash bonus. A change of control for this purpose means the sale of all or substantially all of the assets of the Company or the acquisition of more than 50% of the outstanding equity or ownership interests by any one person or group of persons. The amount of the bonus will be based upon the product of (i) the number of shares of the Company’s outstanding equity interest as of the closing of the transaction resulting in a change of control multiplied by (ii) the price of one such interest as of such closing as reported on the principal stock exchange on which such equity interests are traded. If such amount is greater than $100 million, but does not exceed $150 million, the Company will pay Mr. Ferry 1.25% of such amount and Ms. Stevens 0.50% of such amount. In the event such amount exceeds $150 million, the Company will pay Mr. Ferry 1.75% of such amount and Ms. Stevens 0.75% of such amount. Such agreements will terminate upon the earliest of (a) payment of bonuses due to a change of control; (b) the executive’s termination of employment prior to a change of control; or (c) by mutual agreement of the Company and the executive. No benefits will be paid for such bonus if the executive incurs a separation from service with the Company for any reason, not including military leave, sick leave, vacation or other bona fide leave of absence, at any time prior to a change of control. The agreements also amend the language of each executive’s employment agreements related to Section 280G of the Internal Revenue Code. The agreements provide that the Company shall pay the executive the greater of (i) all of the payments and benefits payable under the Change of Control Bonus Agreement and all other agreements between the Company and the executive as a result of a change in ownership or control or (ii) one dollar less than the amount of such payments and benefits that would subject the executive to the tax imposed by Section 4999 of the Code, whichever gives the executive the highest net after-tax amount.

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The following table quantifies the estimated maximum amount of payments and benefits under our change in control agreements, employment agreements and agreements relating to awards granted under our equity incentive and stock option plans to which the named executive officers would be entitled upon termination of employment if we terminated their employment without cause within twelve months (forfor Mr. Ferry) six months (for Mr. Christopher and Mr. Areglado)Klein or three months (forfor Ms. Stevens)Stevens following a “change in control” of us that (by assumption) occurred on December 31, 2016:2018:

In the event that within 12 months of a “change in control”, Mr. Klein’s employment is terminated by the Company without “cause” or he terminates his employment for “good reason” (as such terms are defined in his employment agreement), in each case while he serves as Chief Executive Officer, then he will receive the pro rata portion of any incentive bonus, if any, earned for the fiscal year of his termination, and all unvested stock options and other equity awards granted by the Company shall immediately vest and become exercisable.

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