Spectral AI Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c) On April 17, 2026, the Board of Directors (the “Board”) of the Spectral AI, Inc. (the “Company”) entered into an employment agreement with Vincent S. Capone in relation to his previous appointment as Chief Executive Officer, as previously announced on February 10, 2026.
Mr. Capone will receive annual base compensation of $500,000. He will be eligible for an annual target bonus of up to 100% of his annual base compensation, but no less than $250,000, payable upon the achievement of certain milestones and performance goals, as specified by the Board. He will be granted restricted stock units (“RSUs”) under and subject to the terms of the Company’s 2023 Long Term Incentive Plan to acquire 200,000 shares of common stock. The RSUs will vest as follows: (i) 50% of the outstanding RSUs vested on April 1, 2026, and (ii) 50% of the outstanding RSUs will vest on April 1, 2027. Upon a change of control of the Company, the RSUs will become fully vested immediately prior to the change of control. A copy of Mr. Capone’s employment agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Offer Letter, by and between Vincent Capone and Spectral AI, Inc., dated April 17, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 22, 2026
| SPECTRAL AI, INC. | ||
| By: | /s/ Vincent S. Capone | |
| Name: | Vincent S. Capone | |
| Title: | Chief Executive Officer | |
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