Management Change/Compensation - Form 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2024, Dr. Hedvig Hricak, M.D., Ph.D., was appointed to the Board of Directors of iCAD, Inc. (the "Company"), effective immediately.

In connection with her appointment, Dr. Hricak was granted an inaugural equity incentive grant in the form of an option (the "Option") to purchase a total of 40,000 shares of the Company's common stock, par value $0.01 per share. The Option shall vest in equal quarterly increments over a period of one year from the date of grant and has an exercise price per share of $1.36, which was the closing price of the Company's common stock on the Nasdaq Stock Market on the date of grant.

Dr. Hricak, age 77, has been a member of the Molecular Pharmacology and Chemistry Program at Sloan Kettering Institute since 2000, and a member of the Department of Radiology at Sloan Kettering Cancer Center since 1999. Dr. Hricak has been a Professor at the Gerstner Sloan-Kettering Graduate School of Biomedical Sciences since 2004, and a Professor at the Weill Medical College of Cornell University since 2000. Dr. Hricak is an elected member of the National Academy of Medicine ("NAM") of the United States and received the David Rall Medal, the NAM award for distinguished leadership. Dr. Hricak has also received the Order of the Croatian Morning Star of Katarina Zrinska Presidential Award of Croatia, as well as eight gold medals and 23 honorary fellowships from radiological societies around the world. Dr. Hricak holds honorary doctorates from the Ludwig Maximilian University, Munich, Germany and the University of Toulouse III, Paul Sabatier, Toulouse, France. Dr. Hricak received an M.D. from the University of Zagreb, Yugoslavia, and a Dr.Med.Sc (Ph.D) from the Karolinska Institute, Stockholm, Sweden.

There is no arrangement or understanding between Dr. Hricak and any other person pursuant to which Dr. Hricak was selected as a director of the Company and there is no family relationship between Dr. Hricak and any of the Company's directors or executive officers. The Company is not aware of any transaction involving Dr. Hricak which would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.