Business Context and Reporting Period
This Form 8-K Current Report was filed by Spectral AI, Inc. (Nasdaq: MDAI) on April 22, 2026, covering events occurring on April 17, 2026. The company is incorporated in Delaware and identifies as an emerging growth company. The report details the formalization of an employment agreement for the Chief Executive Officer.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material change reported is the execution of a formal employment agreement with Vincent S. Capone, who was previously appointed as Chief Executive Officer on February 10, 2026. The agreement establishes specific compensation terms and equity vesting schedules effective as of April 17, 2026.
Management Commentary and Compensation Details
- Base Salary: Mr. Capone will receive an annual base compensation of $500,000.
- Bonus Structure: He is eligible for an annual target bonus of up to 100% of his base salary, with a guaranteed minimum of $250,000 upon achieving specific milestones and performance goals set by the Board.
- Equity Grant: Mr. Capone was granted 200,000 Restricted Stock Units (RSUs) under the Company's 2023 Long Term Incentive Plan.
- Vesting Schedule:
- 50% of the RSUs vested on April 1, 2026.
- 50% of the RSUs will vest on April 1, 2027.
- Change of Control: In the event of a change of control, all outstanding RSUs will become fully vested immediately prior to the transaction.
Investor Verification Checklist
- Verify the specific performance milestones and goals required to trigger the minimum $250,000 bonus, as these are defined by the Board but not detailed in this summary.
- Review the full text of the employment agreement (Exhibit 99.1) for termination provisions, severance terms, and non-compete clauses.
- Confirm the current share price to assess the immediate value of the 100,000 RSUs that vested on April 1, 2026.
- Check subsequent filings for any updates to the Company's financial status, as this 8-K contains no financial data.