Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 13, 2020, iCAD, Inc. (the "Company") announced the appointment of Nathaniel Dalton as a member of the Board of Directors (the "Board") of the Company, effective as of January 12, 2020.

Mr. Dalton is one of the founders of the global asset management firm Affiliated Managers Group, Inc. (NYSE: AMG), where he remains a Director and Senior Advisor. Mr. Dalton held a range of executive positions at AMG, including General Counsel, Chief Operating Officer, President and Chief Executive Officer. He was also the founding investor of Talari Networks, the pioneering SD-WAN technology company, serving as a board observer for more than a decade; and is an investor in, and advisor to, several growth companies operating at the intersection of technology and healthcare. Mr. Dalton is a Trustee of Boston University and serves on the Investment Committee for its Endowment. He also serves on the Advisory Board of the Institute for Sustainable Energy. Mr. Dalton received a J.D. from Boston University School of Law and a B.A. from the University of Pennsylvania.

Mr. Dalton 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. There are no arrangements or understandings between Mr. Dalton and any other persons pursuant to which he was selected as a director.

In connection with his appointment as director, Mr. Dalton was granted an inaugural equity incentive grant in the form of an option (the "Option") to purchase a total of 40,000 shares of Company common stock. The Option vests in quarterly increments over a period of one year from the grant date and has an exercise price per share of $9.02, which was the last closing price of the Company's common stock on the Nasdaq Stock Market on the grant date.

Additionally, Mr. Dalton and the Company entered into the Company's standard form of indemnification agreement for directors and executive officers.

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