Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 6, 2021, Stacey M. Stevens was appointed Chief Executive Officer and President of iCAD, Inc. (the “Company”), effective March 1, 2022. Ms. Stevens has been with the Company since June 2006 and has most recently served as the Company’s President since March 2019. Michael Klein, who currently serves as the Company’s Chairman and Chief Executive Officer, will continue to serve as Chairman of the Company’s Board of Directors following his resignation as Chief Executive Officer, effective March 1, 2022.
Ms. Stevens is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. Ms. Stevens’ existing employment agreement as described in the Company’s filings with the Securities and Exchange Commission will continue in effect until further notice. Mr. Klein’s existing employment agreement will terminate on his resignation date of March 1, 2022.
In addition to serving as the Company’s President since March 2019, from February 2016 to March 2019, Ms. Stevens served as the Company’s Executive Vice President, Chief Strategy and Commercial Officer, and from June 2006 to February 2016, she served as the Company’s Senior Vice President of Marketing and Strategy. Prior to joining iCAD, Ms. Stevens held a number 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 to 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. 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 of Philips America’s Field 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 MBA from Boston University’s Questrom School of Management.
Item 8.01. Other Events.
On December 8, 2021, Ms. Stevens entered into a pre-arranged stock trading plan to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The trading plan is designed to comply with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.
Ms. Stevens’ trading plan, which was adopted as part of her personal long-term financial planning efforts, provides for the purchase of shares of Common Stock having an aggregate market value of $100,000, exclusive of brokerage commissions and fees, in January 2022 at then-current market prices. Stock transactions under this plan will be disclosed publicly through Form 4 filings with the Securities and Exchange Commission.
In accordance with Rule 10b5-1, officers and directors of a public company may adopt a plan for purchasing stock of the public company. The plan may be entered into only when the officer or director is not in possession of material, non-public information about the company. Other officers and directors of the Company may from time to time establish stock trading plans under Rule 10b5-1. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 trading plans of the Company’s officers or directors. By furnishing the information in this Item 8.01, the Company is making no admission as to the materiality of such information.
