Andy Sassine, a longtime shareholder who owns a 7.5% stake in the cancer detection company, joined the board in 2015. In his Sept. 26 resignation letter, Sassine said he grew disenchanted with the board’s seeming unwillingness to properly guide iCad.
“I can no longer stand idly by while the Board’s inaction and misdirection directly harms the interests of iCad’s shareholders,” Sassine wrote, citing the board’s failure to examine the firm’s poor stock performance, “questionable” governance practices including “a long-tenured board in dire need of a refresh” and executive compensation packages that have grown even as management missed its operational and revenue targets three years in a row.
“It has become clear to me that the board, as currently constituted, is truly incapable of acting independently of management and taking the steps required to enhance shareholder value. That I have not been appointed to a single board committee over the past three years speaks to this board’s general unwillingness to consider independent views in the boardroom,” Sassine wrote. “Debate in the board room is critical to allow for the productive analysis of the important issues facing the company. But rather than engage in an open, robust dialogue, this board has followed a path of complacency and acquiescence while largely dodging the serious issues it faces.”
Sassine said he stepped down to nominate a slate of six directors at iCad’s annual shareholders meeting. But after his resignation, he and the company hashed out a deal to revamp the board, appointing three new directors to replace three who retired, and naming a new chairman. Yesterday Sassine withdrew his resignation and was re-appointed to the group.
iCad also shuffled the makeup of its committees, naming Sassine as a member of the audit committee and chairman of the compensation committee, according to a regulatory filing.