UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant   ☒                             Filed by a party other than the Registrant   ☐

Check the appropriate box:

iCAD, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

iCAD, Inc.

98 Spit Brook Road, Suite 100

Nashua, New Hampshire 03062

November 20, 20187, 2019

Dear Stockholders:

You are cordially invited to attend iCAD, Inc.’s 20182019 Annual Meeting of Stockholders which will be held on Wednesday,Friday, December 19, 2018,6, 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.

Cordially,

Michael Klein

Executive Chairman and Interim CEOChief Executive Officer

iCAD, Inc.

98 Spit Brook Road Suite 100

Nashua, New Hampshire 03062

NOTICE OF 20182019 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 196, 2019

To the Stockholders of iCAD, Inc.:

NOTICE IS HEREBY GIVEN that the 20182019 Annual Meeting of Stockholders (the “Annual Meeting”) of iCAD, Inc. (the “Company”“Company,” “our” and “we”) will be held on Wednesday,Friday, December 19, 2018,6, 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 November 9, 20186, 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. The Board of Directorsunanimously recommends that you vote ““FOR”FOR approving the proposal to increase the number of shares authorized for issuance in the 2016 Stock Incentive Plan and to increase the annual limits of grants to a director pursuant tonon-employee director awards. Furthermore, the Board of Directors unanimously recommends that vote“FOR” the Say on Pay Proposal, vote“FOR” the Say When on Pay Proposal and 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.

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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Summary of Board Composition Changes

On September 26, 2018, one of our directors, Mr. Andy Sassine, tendered his resignation from our Board. Other members of our Board began a dialogue with Mr. Sassine and, as a result, we came to an agreement with Mr. Sassine regarding several changes to our Board. On October 2, 2018, Mr. Sassine withdrew his resignation. On the same day, the Company and Mr. Sassine entered into a binding term sheet pursuant to which we agreed to, upon the review and recommendation of our Nominating and Governance Committee, appoint three directors to our Board: Mr. Michael Klein, Dr. Rakesh Patel and Dr. Susan Wood. Pursuant to the agreement, upon the appointment of these three directors, Drs. Elliot Sussman and Robert Goodman and Messrs. Somu Subramaniam and Anthony Ecock resigned. At that time, Mr. Michael Klein was appointed as thenon-executive chairman of the Board. Additionally, pursuant to the agreement the Board reconstituted its committees as follows:

Audit Committee:

Mr. Steven Rappaport – Chairman

Mr. Andy Sassine

Dr. Larry Howard

Compensation Committee:

Mr. Andy Sassine – Chairman

Dr. Susan Wood

Mr. Michael Klein

Dr. Larry Howard

Nominating and Governance Committee:

Dr. Rakesh Patel – Chairman

Dr. Susan Wood

Dr. Rachel Brem

On October 26, 2018, Dr. Lawrence Howard and Mr. Steven Rappaport each submitted his resignation from the Board effective as of such date.

Following these resignations, the Committees of the Board have been reconstituted as follows:

Audit Committee:

Mr. Andy Sassine – Chairman

Dr. Susan Wood

Dr. Rakesh Patel

Compensation Committee

Dr. Susan Wood – Chairwoman

Dr. Rakesh Patel

Mr. Andy Sassine

Dr. Rachel Brem

Nominating and Corporate Governance Committee

Dr. Rakesh Patel – Chairman

Dr. Susan Wood

Dr. Rachel Brem

Mr. Michael Klein was appointed as Executive Chairman on November 7, 2018.

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iCAD, Inc.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 19, 20186, 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 20182019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on December 19, 2018,6, 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 20172018 Annual Report to Stockholders on or about November 20, 2018.8, 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 fivefour nominees to serve as directors, (2) amend the iCAD, Inc. 2016 Stock Incentive Plan to increase the number of shares of Common Stock available thereunder from 1,700,000 shares to 2,600,000 shares and to increase the calendar year limit of grants to a director pursuant tonon-employee director awards from 50,000 shares to 120,000 shares, (3) the approval of, bynon-binding advisory vote, the Say on Pay Proposal, (4) the approval of, bynon-binding advisory vote, the Say When on Pay Proposal, (5) 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, 20182019, (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 (6)(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 December 19, 2018:6, 2019: This Proxy Statement, the form of proxy and the Company’s 20172018 Annual Report to Stockholders are available for review on the Internet athttp://www.cstproxy.com/icadmed/2018.2019.

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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.

OUTSTANDING STOCK AND VOTING RIGHTS

Only holders of the Company’s common stock at the close of business on November 9, 20186, 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 16,771,69819,372,725 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 BrokerNon-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, II, III and IV 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.

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. Mr. Michael Klein, Dr. Susan Wood and Dr. Rakesh Patel have been appointed as directors pursuant to a Cooperation Agreement dated October 15, 2018 between the Company and Andy Sassine.

Mr. 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 the Chief Executive Officer at US HIFU,SonaCare Medical, LLC (f/k/a SonaCare Medical,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 Civco Radiation Oncology Division within Roper Industries, a diversified industrial company that produces engineered products for global niche markets. He was President and Chief Executive Officer of Xoft, Inc. (“Xoft”), a medical device company, a position he held from December 2004 until the sale of Xoft to the Company in December 2010. Prior to joining Xoft, from 2000 to 2004, Mr. Klein served as Chairman, President and Chief Executive Officer of R2 Technology, Inc., a breast 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 University at Albany, SUNY. Mr. Klein also received his M.B.A. from the New York Institute of Technology and completed his post-graduate Executive Education Studies at Harvard University and Babson College. We believe Mr. KleinsKlein’s qualifications to serve on our Board of Directors include his significant experience as an executive in the healthcare industry, his understanding of our products and markets and his previous tenure on our board.

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Mr.Andy Sassinecurrently serves as Interim Chief Financial Officer and member of the Board of Directors of Arcturus Therapeutics Ltd., which he also serves on its board of directors.Holdings Inc.. Mr. Sassine also serves on the board of directors of Gemphire Therapeutics, Inc., a NASDAQNasdaq traded, clinical-stage biopharma focusingcompany focused on developing and commercializing therapies for Dyslipidemia and NASH. Mr. 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 previously served on the boards of MYnd Analytics, Inc., Acorn energy,Energy, Freedom Meditech, Inc., and MD Revolution. Mr. Sassine was a member of the Henry B. Tippie College of Business, University of Iowa Board of Advisors from 2009 tillto 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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CORPORATE GOVERNANCE

The Board of Directors and Director Independence

The Board currently consists of fivefour members, and following the 20182019 Annual Meeting, if all of the proposed nominees are elected, the Board will consist of fivefour 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 will benefit from the expertise of Mr. Michael Klein serving as Executive Chairman. The Company is in a transition phase, and with a smaller Board size than previously, and the Board believes that it can best leverage Mr. Klein’s experience while he works onday-to-day matters at the Company and keeps the Board well informed, regardingwith the transition. The Board believes that its other members will then be in a good positiondirectors well-positioned to advise on areas where he or she hasthey have a specific expertise. In accordance with our Amendedthe Company’s amended and RestatedrestatedBy-Laws(“by-laws (the“By-Laws”), ourthe Board appointed ourMr. Klein as Executive Chairman of the Board and our Interim CEO. TheChief Executive Chairman was 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 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.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 2017.2018. The Audit Committee for fiscal year 2017 consistedis 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 Mr. Rappaport qualified as the Audit Committee’s “financial expert” under applicable SEC rules. The Audit Committee beginning in November 2018 consistseach member of Mr. Sassine, Chairman, and Dr. Susan Wood and Dr. Rakesh Patel. With respect to the Audit Committee beginning in November 2018,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. Sassine qualifiedqualifies 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 2017.2018.

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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, 2017,2018, the Board held four meetings. In addition, the Board took action by unanimous written consent in lieu of meetings. During 2017,2018, 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. One 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, 2017;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 except for Messrs. Somu Subramaniam, Steven Rappaport, Robert Goodman, Elliot Sussmanawards of restricted stock: Mr. Richard Christopher, Mr. Kenneth Ferry and Anthony Ecock, Dr.Ms. Stacey Stevens.

The following filers submitted Form 4s one day late in connection with their acquisition of debentures: Ms. Rachel Brem, andMr. Richard Christopher, Mr. Michael Klein, Dr. Lawrence Howard, each of whom filed a late Form 4 with respect to his or her exercise of director stock options that occurred on September 29, 2017 andRakesh Patel, Mr. Andy Sassine, who filed a late Form 4 with respect to his acquisition of common stock that occurred on September 29, 2017.Ms. Stacey Stevens and Dr. Susan Wood.

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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

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Board and Committee Retainers

For fiscal 2017,2018, 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 2017

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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20172018 Director Compensation TableTable*

DIRECTOR COMPENSATION

Directors may elect to elect to receive their annual retainers in the form of quarterly stock options in lieu of cash (the “Quarterly Stock Options”). The Quarterly Stock Options are vested upon grant.

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EXECUTIVE OFFICERS

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

In addition to Mr. Klein, our Executive Chairman and Interim CEO,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.since March 2019. From February 2016 to March 2014 to December 2016, Mr. Christopher2019, 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. Prior to this, Mr. Christopher was Vice President, Finance and Chief Financial Officer of DUSA Pharmaceuticals, Inc., a specialty dermatology company focused on the treatment of precancerous skin lesions. He joined DUSA in 2000 and held a series of positions of increasing responsibility, including serving as Chief Financial Officer from 2005 through its acquisition and integration into Sun Pharmaceuticals Industries Limited in 2013. Mr. Christopher graduated from Bentley University with a Bachelor of Science Degree in Finance and from Suffolk University with a Masters of Science Degree in Accounting.

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-making process for determining compensation for our named executive officers (“NEOs”) for fiscal 2017.2018.

Our NEOs for Fiscal 2017:

Officers in 2017:2018:

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“Say on Pay” Outcome and Stockholder Outreach Efforts

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Investors identified the following key concerns:

Key Compensation Governance Attributes

The following are best practices of our executive compensation program:

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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.

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Our executive compensation program consists of the following annual elements:

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Fiscal 20172018 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.

The Compensation Committee established the following base salaries for the named executive officers for fiscal 2018 and 2019 as follows:

Annual Bonus(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 20172018non-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 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.

Again in 2019, the Compensation Committee has established anon-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 goals as follows:

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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.

Actual Payout of 2016 Performance-Based Restricted Stock Unit Awards

The performance-based restricted stock units (“PSUs”) granted in late 2016 were based on 2017 corporate revenue growth. The awards provided no payout for below-target performance, but provided for up to a 167% payout for outperformance (with linear interpolation between target and maximum) as follows:

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 Officers.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.

Mr. Kenneth Ferry, our former 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 provided 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 automaticone-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. On March 22, 2018 the Compensation Committee recommended$150,000, and the board approved an annual base salary of $470,000. The agreement also provided for his eligibility to receive, during each employment year during the term of the Agreement, a target annual incentive bonus of 55%50% of his base salary if the Company achievedachieves 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 was also eligible to receive such other cash bonusesKlein’s compensation package and such other compensation as may from time to time have been awarded to him by the Board.will likely increase his salary and level of equity compensation.

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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. In accordance with the PSU based upon 2017 adjusted revenue growth, the Board deemed that 87,500 shares were earned, with one third vesting on March 30, 2018, and the remainder vesting on the first and second anniversary of the issuance date.

On March 22, 2018, the Company’s Board, upon the recommendation and approval of the Compensation Committee granted Mr. Ferry 60,000 time-based restricted shares, and 60,000 PSUs subject to subsequent time-based vesting, if deemed earned.

On November 8, 2018, the Company and Mr. Ferry entered into a Separation Agreement pursuant to which Mr. Ferry generally received those payments that would have been payable to Mr. Ferry had the Company terminated him without Cause.

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 automaticone-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. On March 22, 2018 the Compensation Committee recommended and the board approved an annual base salary of $295,000. 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. Kenneth Ferry, our Former Chief Executive Officer

On February 5, 2015,November 8, 2018, Mr. Ferry retired from his position as Chairman of the Board upon the recommendationof Directors and approval of the Compensation Committee, increased Ms. Stevens’ annual base salary to $283,000 effective March 1, 2015. On March 22, 2018 the Compensation Committee recommendedChief Executive Officer. Mr. Ferry and the board approvedCompany 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 18 months of health benefits as of November 2018 upon Mr. Ferry’s agreeing to the Separation Agreement, which are being paid monthly beginning in May 2019.

On December 22, 2016, we entered into an employment agreement with Mr. Ferry, 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 conditions. The agreement provided for an annual base salary of $305,000.$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 was terminated without “cause” or if he terminated his employment for “good reason”, then (i) he would 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 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) 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.

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

On October 18,November 4, 2016, we entered into an employment agreement, effective December 5, 2016 with Mr. Christopher. Mr. Christopher resigned from the Company’s Board, upon the recommendationCompany effective January 11, 2019, and approval of the Compensation Committee granted Ms. Stevens 37,500 time-based restricted shares, and 37,500 PSUs subject to subsequent time-based vesting, if deemed earned. In accordance with the PSU based upon 2017 adjusted revenue growth, the Board deemed that 43,750 shares were earned, with one third vesting on March 30, 2018, and the remainder vesting on the first and second anniversary of the issuance date.his employment agreement is no longer in effect.

On March 22, 2018, the Company’s Board uponapproved an annual base salary for Mr. Christopher of $295,000. Mr. Christopher was also entitled to customary benefits, including participation in employee benefit plans as well as a monthly automobile allowance. Mr. Christopher’s employment agreement also provided for his eligibility to receive, during each year of his employment under the recommendationagreement, a target annual incentive bonus of 40% of his base salary if we achieved goals and approvalobjectives determined by the Board.

Mr. Christopher’s employment agreement provided that if his employment was terminated without “cause” or if he terminated his employment for “good reason,” then (i) he would continue to receive an amount equal to his base salary for the period of 12 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, (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 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,” (a) Mr. Christopher was terminated by the Company without “cause” or (b) he terminated his employment agreement for “good reason” (as such terms were defined in Mr. Christopher’s employment agreement), then (i) he would continue to receive an amount equal to his base salary for the course of 18 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) 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.

Mr. 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 a target bonus of 35% of annual base salary.

Mr. Jonathan Go, our Chief Technology Officer

In January 2019, we entered into an employment 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 base salary if the Company achieves goals and objectives determined by the Compensation Committee. The Klein Agreement is also expected to provide for (i) an award of an option to purchase additional shares of Company common stock in an amount to be determined, (ii) payment of 15 months’ severance if Mr. Klein’s employment is terminated without “cause” or if he terminates his employment for “good reason”, and (iii) payment of 24 months’ severance if Mr. Klein’s employment is terminated in connection with a change of control. To the extent that the Compensation Committee grantedis 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. Stevens 27,500 time-based restricted shares, and 27,500 PSUs subjectSteven’s new agreement will have general economic terms similar to subsequent time-based vesting, if deemed earned.those included in her existing agreement. The Company is also preparing new employment agreements for its other executive officers.

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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

Outstanding Equity Awards at December 31, 20172018

The following table sets forth information regarding unexercised options and unvested stock awards outstanding at December 31, 20172018 for each of our named and former executive officers.

Option Exercises and Stock Vested in Fiscal Year Ended December 31, 2017

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, 2017.

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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 of 1986, referred to as the “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 netafter-tax amount. Mr. Ferry’s Change of Control Bonus Agreement terminated upon Mr. Ferry’s termination of his employment in November 2018.

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 for Mr. Ferry, six months for Mr. Christopher,Klein or three months for Ms. Stevens following a “change in control” of us that (by assumption) occurred on December 31, 2017:2018:

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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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of the Record Date, by (i) each person who is known to us to own beneficially more than 5% of the outstanding shares of our common stock, (ii) each of our named executive officers, (iii) each of our directors and director nominees; and (iv) all current executive officers and directors as a group. Unless otherwise indicated below, the address of each beneficial owner is c/o iCAD, Inc. 98 Spit Brook Road, Suite 100, Nashua, New Hampshire 03062.