Proxy Statement - Notice of Shareholders Meeting (preliminary) (pre 14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



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Digirad Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



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PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION

DIGIRAD CORPORATION

1048 Industrial Court

Suwanee, Georgia 30024

_____________________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 27, 2018

To the Stockholders of Digirad Corporation:

You are cordially invited to attend the 2018 annual meeting of stockholders (the "Annual Meeting") of Digirad Corporation (the "Company") on Friday, April 27, 2018 . We will hold the meeting at 1:00 p.m. Eastern Daylight Time at our headquarters at 1048 Industrial Court, Suwanee, Georgia 30024.

In connection with the Annual Meeting, we have prepared a Proxy Statement setting out detailed information about the matters that will be covered at the meeting. We will mail our Proxy Statement, along with a proxy card, on or about March 22, 2018 to our stockholders of record as of the close of business on March 15, 2018 . These materials and our Annual Report on Form 10-K for the year ended December 31, 2017 are also available electronically at our corporate website at www.digirad.com.

Our Board of Directors has fixed the close of business on March 15, 2018 as the record date for the determination of stockholders entitled to notice of and to vote at our Annual Meeting and at any adjournment(s), postponement(s) or other delay(s) thereof. Voting on the matters to be considered at the Annual Meeting can be done (1) by signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope or (2) in person by ballot at the Annual Meeting. Important information about attending the Annual Meeting in person is included in the proxy statement.

The matters that will be considered at the Annual Meeting are:


1.	To elect seven directors, to serve until the Company's 2019 annual meeting of stockholders and until their successors are duly elected and qualified;


2.	To ratify the appointment of our independent auditors;


3.	To conduct an advisory (non-binding) vote to approve the compensation of the Company's named executive officers;


4.	To approve a Certificate of Amendment effecting a three-year extension to the provisions of the Company's Restated Certificate of Incorporation designed to protect the tax benefits of the Company's net operating loss carryforwards;


5.	To approve the Company's 2018 Incentive Plan; and


6.	To transact such other business as may properly come before the Annual Meeting or any adjournment(s), postponement(s) or other delay(s) thereof.

Your vote is extremely important. Whether or not you plan to attend the Annual Meeting, please vote your shares as soon as possible. Using a proxy card to submit your vote now will not prevent you from attending or voting in person by ballot at the Annual Meeting. If you vote in person by ballot at the Annual Meeting, that vote will revoke any prior proxy that you have submitted.

If you have any questions, or need assistance in voting your shares, please contact the firm assisting us in the solicitation of proxies:

InvestorCom, Inc.

Stockholders Call Toll Free: 877-972-0090

Banks and Brokers Call Collect: 203-972-9300

Your vote is extremely important, regardless of how many or how few shares you own. The Board of Directors urges you to vote your shares to elect its nominees. Whether or not you plan to attend the Annual Meeting in person, please use the enclosed proxy card to ensure that your vote is counted. If you vote in person by ballot at the Annual Meeting, that vote will revoke any prior proxy that you have submitted.

Sincerely,

Jeffrey E. Eberwein

Chairman of the Board of Directors

Suwanee, Georgia

March [__], 2018

DIGIRAD CORPORATION

1048 Industrial Court

Suwanee, Georgia 30024

_____________________________________

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 27, 2018

TABLE OF CONTENTS




PROXY STATEMENT	1
Who May Vote	1
Voting Requirements	1
The Board of Directors’ Voting Recommendations	2
How to Vote	2
If You Plan to Attend the Annual Meeting	2
Revoking a Proxy	2
How We Solicit Proxies	3
If You Receive More Than One Proxy Card	3
Important Notice Regarding the Availability of Proxy Materials for the Digirad Corporation 2018 Annual Meeting of Stockholders Meeting to be Held on April 28, 2018	3
If You Have Any Questions	3
CORPORATE GOVERNANCE AND ETHICS	4
Composition of the Board of Directors	4
Director Nomination Process	4
Board Leadership Structure	5
Board Meeting Attendance	5
Director Independence	5
Director Attendance at Annual Meeting	6
Board Self-Assessments	6
Committees of the Board of Directors	6
The Board of Directors’ Role in Risk Oversight	7
Communications with our Board of Directors	7
Code of Business Conduct and Ethics	7
Corporate Governance Documents Available Online	8
Non-Employee Director Stock Ownership Policy	8
Director Term Limits	8
Committee Rotation Policy	8
Executive Officers	8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	10
PROPOSAL 1: ELECTION OF DIRECTORS	12
Nominees for Election to the Board of Directors	12
Information about the Company’s Director Nominees	12
AUDIT COMMITTEE REPORT	16
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS	17
Principal Accounting Fees	17
Types of Fees Explained	17
Audit Committee Pre-Approval of Services by Independent Registered Public Accounting Firm	18
EXECUTIVE COMPENSATION	19
Compensation Discussion and Analysis	19



Summary Compensation Table	23
Grants of Plan-Based Awards	25
Outstanding Equity Awards at Fiscal Year-End	26
Option Exercises and Stock Vested at Fiscal Year End	28
Pension Benefits	28
Nonqualified Deferred Compensation	28
Potential Payments Upon Termination or Change of Control	28
Securities Authorized for Issuance Under Equity Compensation Plans	30
COMPENSATION OF DIRECTORS	32
Cash Retainer Compensation	32
Non-Employee Director Compensation Table	32
COMPENSATION COMMITTEE REPORT	33
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	34
PROPOSAL 3: ADVISORY (NON-BINDING) STOCKHOLDER APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION	35
BACKGROUND TO THE EXTENDED PROTECTIVE AMENDMENT PROPOSAL	36
PROPOSAL 4: APPROVAL OF EXTENDED PROTECTIVE AMENDMENT	37
Description of the Protective Amendment	37
Implementation and Expiration of the Protective Amendment	39
Effectiveness and Enforceability	39
Section 382 Ownership Change Determinations	40
Certain Considerations Related to the Extended Protective Amendment Proposal	40
PROPOSAL 5: APPROVAL OF THE 2018 INCENTIVE PLAN	42
Summary of the 2018 Incentive Plan	44
U.S. Federal Income Tax Consequences	46
RELATED PERSON TRANSACTIONS AND SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	47
Related Person Transactions	48
Policy Concerning Audit Committee Approval of Related Person Transactions	48
Section 16(a) Beneficial Ownership Reporting Compliance	48
STOCKHOLDER PROPOSALS	48
ANNUAL REPORT	49
HOUSEHOLDING OF PROXY MATERIALS	49
GENERAL	49
Cost of Solicitation	49
Other M atters	49
ANNEX A: FORM OF CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO EFFECT THE EXTENDED PROTECTIVE AMENDMENT	52
ANNEX B: FORM OF THE 2018 INCENTIVE PLAN	59

DIGIRAD CORPORATION

1048 Industrial Court

Suwanee, Georgia 30024

_____________________________________

PROXY STATEMENT

The Board of Directors of Digirad Corporation, a Delaware corporation (referred to in this Proxy Statement as "Digirad," "the Company," "we", "our" or "us"), is soliciting proxies from our stockholders in connection with our 2018 Annual Meeting of Stockholders to be held on April 27, 2018 and at any adjournment(s), postponement(s) or other delay(s) thereof (the "Annual Meeting"). We will hold the meeting at 1:00 p.m. Eastern Daylight Time at our headquarters at 1048 Industrial Court, Suwanee, Georgia 30024.

The accompanying proxy is solicited by the Board of Directors and is revocable by the stockholder at any time before it is voted. This Proxy Statement is being mailed to stockholders of the Company on or about March 22, 2018 and is accompanied by the Company’s Annual Report on Form 10-K (without exhibits) for the fiscal year ended December 31, 2017 (the "Annual Report").

Who May Vote

Only holders of common stock, par value $0.0001 per share ("common stock"), outstanding as of the close of business on March 15, 2018 (the "Record Date") are entitled to receive notice of, and to vote at, the Annual Meeting. As of the Record Date, there were [ ] shares of common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on all matters. No other class of securities will be entitled to vote at the Annual Meeting. There are no cumulative voting rights.

Voting Requirements

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, constitute a quorum for the transaction of business at the Annual Meeting. Shares that reflect abstentions and broker non-votes, if any, count as present at the Annual Meeting for the purposes of determining a quorum. A broker non-vote occurs when a bank, broker or other nominee holding shares for a beneficial owner votes on one proposal but does not vote on another proposal because, with respect to such other proposal, the nominee does not have discretionary voting power and has not received instructions from the beneficial owner.

The vote requirement for each matter is as follows:


•	Proposal 1 (Election of Directors) - Directors are elected by a plurality of the votes cast, and the seven nominees who receive the greatest number of favorable votes cast in the election of directors will be elected directors to serve until the 2019 annual meeting of stockholders and until their successors are duly elected and qualified.


•	Proposal 2 (Ratification of Appointment of Independent Auditors) - The ratification of the appointment of our independent auditors requires the favorable vote of the holders of a majority of the common stock having voting power present in person or represented by proxy and entitled to vote thereon.


•	Proposal 3 (Advisory (Non-Binding) - Stockholder Approval of Named Executive Officer Compensation) - The advisory (non-binding) approval of the compensation of the Company's named executive officers requires the favorable vote of the holders of a majority of the common stock having voting power present in person or represented by proxy and entitled to vote thereon.

•

Proposal 4 (Approval of the Extended Protective Amendment) - The approval of a Certificate of Amendment effecting a three-year extension to the provisions of the Company's Restated Certificate of Incorporation designed to protect the tax benefits of the Company's net operating loss carryforwards (the "Extended Protective Amendment") requires the favorable vote of the holders of a majority of the outstanding shares of our common stock entitled to vote on this proposal at the Annual Meeting.


•	Proposal 5 (Approval of the 2018 Incentive Plan) - The approval and adoption of the 2018 Incentive Plan (the "2018 Incentive Plan") requires a favorable vote of the holders of a majority of the common stock having voting power present in person or represented by proxy and entitled to vote thereon.

In the election of directors (Proposal 1), abstentions and broker non-votes, if any, will be disregarded and have no effect on the outcome of the vote. With respect to the ratification of the appointment of our independent registered public accounting firm (Proposal 2), the advisory (non-binding) stockholder approval of named executive officer compensation (Proposal 3), the approval and adoption of the Extended Protective Amendment (Proposal 4), and the approval of the 2018 Incentive Plan (Proposal 5), abstentions will have the same effect as voting against such proposals and broker non-votes, if any, will be disregarded and have no effect on the outcome of the vote on Proposal 3. The approval of Proposal 2 is a routine proposal on which a broker or other nominee is generally empowered to vote in the absence of voting instructions from the beneficial owner, so broker non-votes are unlikely to result from Proposal 2.

The Board of Directors’ Voting Recommendations

The Board of Directors recommends that you vote your shares “ FOR ” each of the Board of Directors’ seven nominees that are standing for election to the Board of Directors (Proposal 1); “ FOR ” the ratification of the appointment of our independent auditors (Proposal 2); “ FOR ” the advisory (non-binding) stockholder approval of the compensation of the Company's named executive officers (Proposal 3); “ FOR ” the Extended Protective Amendment (Proposal 4); and “ FOR ” the approval and adoption of the 2018 Incentive Plan (Proposal 5).

How to Vote

If you are a stockholder of record as of the Record Date, you may vote (1) by signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope or (2) in person by ballot at the Annual Meeting. If you hold your shares of common stock in a brokerage account or by a bank or other nominee, you must follow the voting procedures provided by your broker, bank or other nominee, which instructions will be included with your proxy materials.

Giving us your proxy means you authorize the Board of Directors’ designated proxy holders (who are identified on the enclosed proxy card) to vote your shares at the Annual Meeting in the manner that you have indicated and in their best judgment on such other matters that may properly come before the Annual Meeting. If you sign, date and return the enclosed proxy card but do not indicate your vote, the designated proxy holders will vote your shares “ FOR ” each of the Board of Director’s seven nominees that are standing for election to the Board of Directors (Proposal 1); “ FOR ” the ratification of the appointment of our independent auditors (Proposal 2); “ FOR ” the advisory (non-binding) stockholder approval of the compensation of the Company's named executive officers (Proposal 3); “ FOR ” the Extended Protective Amendment (Proposal 4); and “ FOR ” the approval and adoption of the 2018 Incentive Plan (Proposal 5).

If You Plan to Attend the Annual Meeting

Attendance at the Annual Meeting will be limited to stockholders and the Company’s invited guests. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding shares of common stock in brokerage accounts or through a bank or other nominee may be required to show a brokerage statement or account statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. You may contact Jeffry Keyes at (800) 947-6134 for directions to the Annual Meeting.

If you are a stockholder of record as of the Record Date, you may vote your shares of common stock in person by ballot at the Annual Meeting. If you hold your shares of common stock in a stock brokerage account or through a bank or other nominee, you will not be able to vote in person at the Annual Meeting unless you have previously requested and obtained a "legal proxy" from your broker, bank or other nominee and present it at the Annual Meeting.

Revoking a Proxy

You may revoke your proxy by submitting a new proxy with a later date or by notifying our Corporate Secretary in writing at 1048 Industrial Court, Suwanee, Georgia 30024. If you attend the Annual Meeting in person and vote by ballot, any previously submitted proxy will be revoked.

How We Solicit Proxies

We will solicit proxies and will bear the entire cost of our solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement and any additional materials furnished to our stockholders. We have retained InvestorCom, Inc. to assist us in the solicitation of proxies, as described in "General-Cost of Solicitation" below. The initial solicitation of proxies by mail may be supplemented by telephone, fax, e-mail, internet and personal solicitation by our directors, officers or other regular employees. No additional compensation for soliciting proxies will be paid to our directors, officers or other regular employees for their proxy solicitation efforts. Fees paid to InvestorCom, Inc. are described in "General-Cost of Solicitation" below.

If You Receive More Than One Proxy Card

If you hold your shares of common stock in more than one account, you will receive a proxy card for each account. To ensure that all of your shares of common stock are voted, please vote using a proxy card for each account that you own. It is important that you vote all of your shares of common stock.

Important Notice Regarding the Availability of Proxy Materials for the Digirad Corporation 2018 Annual Meeting of Stockholders to be Held on April 27, 2018

The Proxy Statement, our form of proxy card, and our Annual Report are available to stockholders at http://drad.client.shareholder.com/sec.cfm .

If You Have Any Questions

If you have any questions, or need assistance in voting your shares, please contact the firm assisting us in the solicitation of proxies:

InvestorCom, Inc.

Stockholders Call Toll Free: 877-972-0090

Banks and Brokers Call Collect: 203-972-9300

CORPORATE GOVERNANCE AND ETHICS

Composition of the Board of Directors

The current number of directors on our Board of Directors is seven. Under our bylaws, the number of directors on our Board of Directors will not be less than five, nor more than nine and is fixed, and may be increased or decreased by resolution of the Board.

Director Nomination Process

Director Qualifications

In evaluating director nominees, the corporate governance committee of our Board of Directors considers the appropriate size of the Board of Directors, as well as the qualities and skills of individual candidates. Factors considered include the following:


•	A history illustrating personal and professional integrity and ethics;


•	Independence;


•	Successful business management experience;


•	Public company experience, as officer or board member;


•	Experience in the medical device, healthcare and employee leasing industries; and


•	Educational background.

The corporate governance committee’s goal is to assemble a Board of Directors that brings the Company a diversity of perspectives and skills derived from the factors considered above. The corporate governance committee also considers candidates with relevant non-business experience and training.

Our Board of Directors believes that it is necessary for each of our directors to possess many qualities and skills. When searching for new candidates, the corporate governance committee considers the evolving needs of the Board of Directors and searches for candidates that fill any current or anticipated future gap. Our Board of Directors also believes that all directors must possess a considerable amount of business management (such as experience as a chief executive or chief financial officer) and educational experience. The corporate governance committee first considers a candidate’s management experience and then considers issues of judgment, background, stature, conflicts of interest, integrity, ethics and commitment to the goal of maximizing stockholder value when considering director candidates. The corporate governance committee also focuses on issues of diversity, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills. The corporate governance committee does not have a formal policy with respect to diversity; however, our Board of Directors and the corporate governance committee believe that it is essential that the directors represent diverse viewpoints. In considering candidates for our Board of Directors, the corporate governance committee considers the entirety of each candidate’s credentials in the context of these standards. With respect to the nomination of continuing directors for re-election, the individual’s contributions to the Board of Directors are also considered.

Other than the foregoing background factors that are considered in selecting director candidates, there are no stated minimum qualifications for director nominees, although the corporate governance committee may also consider such other facts as it may deem are in the best interests of Digirad and our stockholders. The corporate governance committee does believe it appropriate for at least one, and preferably several, members of our Board of Directors to meet the criteria for an "audit committee financial expert" as defined by the rules of the Securities and Exchange Commission (the "SEC"), and that a majority of the members of our Board of Directors meet the definition of an “independent director” under the listing standards of the NASDAQ Stock Market. At this time, the corporate governance committee also believes it appropriate for our Chief Executive Officer to serve as a member of our Board of Directors.

Identification and Evaluation of Nominees for Directors

The corporate governance committee identifies nominees for director by first evaluating the current members of our Board of Directors willing to continue their service on the Board of Directors. Current members with qualifications and skills that are consistent with the corporate governance committee’s criteria for board service on the Board of Directors and who are willing to continue their service are considered for re-nomination, balancing the value of continuity of service by existing members of our Board of Directors with that of obtaining new perspectives. If any member of our Board of Directors does not wish to continue his or her service or if our Board of Directors decides not to re-nominate a member for re-election, the corporate governance committee identifies the desired skills and experience of a new nominee in light of the criteria above. The corporate governance committee generally polls our Board of Directors and members of management for their recommendations regarding potential new nominees. The corporate governance committee may also review the composition and qualification of the boards of directors of our competitors, and may seek input from our stockholders, industry experts or analysts. The corporate governance committee reviews the qualifications, experience and background of the candidates.

Final candidates are interviewed by some or all of our independent directors and our Chief Executive Officer. In making its determinations, the corporate governance committee evaluates each individual in the context of our Board of Directors as a whole, with the objective of assembling a group that can best attain success for Digirad and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, the corporate governance committee makes its recommendation to our Board of Directors. Historically, the corporate governance committee has not relied on third-party search firms to identify board candidates. The corporate governance committee may in the future choose to do so in those situations where particular qualifications are required or where existing contacts are not sufficient to identify and acquire an appropriate candidate.

The corporate governance committee does not have a formal policy regarding consideration of director candidate recommendations from our stockholders. Any recommendations received from stockholders have been and will continue to be evaluated in the same manner as potential nominees suggested by members of our Board of Directors or management. Stockholders wishing to suggest a candidate for director should write to our Corporate Secretary at our corporate headquarters. In order for us to effectively consider a recommendation for a nominee for a director position, stockholders must provide the following information in writing: (i) the stockholder’s name and address, as they appear in the Company's books; (ii) the class and number of shares beneficially owned by the stockholder; (iii) a statement that the stockholder is proposing a candidate for consideration as a director nominee to the corporate governance committee of our Board of Directors; (iv) the name, age, business address and residence address of the candidate; (v) a description of all arrangements or understandings between the stockholder and each candidate and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder; (vi) the principal occupation or employment of the candidate; and (vii) any other information relating to such candidate that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including without limitation such candidate's written consent to being named in the Proxy Statement, if any, as a nominee and to serving as a director if elected). In order to give the corporate governance committee sufficient time to evaluate a recommended candidate, any such recommendation should be received by our Corporate Secretary at our corporate headquarters not later than the 120th calendar day before the one year anniversary of the date our Proxy Statement was mailed to stockholders in connection with the previous year’s annual meeting of stockholders.

Board Leadership Structu re

We believe it is beneficial to separate the roles of Chief Executive Officer and chairman of the Board of Directors to facilitate their differing roles in the leadership of the Company. The role of the chairman is to set the agenda for, and preside over, board meetings, as well as providing advice and assistance to the Chief Executive Officer. In contrast, the Chief Executive Officer is responsible for handling the day-to-day management direction of the Company, serving as a leader to the management team, and formulating corporate strategy.

Jeffrey E. Eberwein is currently the chairman of our Board of Directors and is considered an independent director. Mr. Eberwein holds and has held leadership positions with investment firms and brings to Digirad outside experience and expertise. He also has an educational background in business. Mr. Eberwein has been named by the corporate governance committee as a nominee for re-election to our Board of Directors at the Annual Meeting.

Matthew G. Molchan is our Chief Executive Officer and a member of our Board of Directors and is standing for re-election to the Board of Directors. Going forward, we will continue our philosophy of keeping the Chairman and Chief Executive Officer roles separate on the Board of Directors.

In addition, we believe the working relationship between Messrs. Eberwein and Molchan, on the one hand, and between Mr. Eberwein and the other independent directors, on the other, enhances and facilitates the flow of information between management and our Board of Directors as well as the ability of our independent directors to evaluate and oversee management and its decision-making.

Board Meeting Attendance

Our Board of Directors held five in-person or telephonic meetings during 2017. No director who served as a director during the past year attended fewer than 75% of the aggregate of the total number of meetings of our Board of Directors and of the total number of meetings of committees of our Board of Directors on which he served.

Director Independence

Our Board of Directors has determined that each of the director nominees standing for election, except Mr. Molchan, are independent directors (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules). In determining the independence of our directors, the Board of Directors considered all transactions in which the Company and any director had any interest, including those discussed under "Related Person Transactions and Section 16(a) Beneficial Ownership Reporting Compliance" below. The independent directors meet as often as necessary to fulfill their responsibilities, including meeting at least twice annually in executive session without the presence of non-independent directors and management.

Director Attendance at the Annual Meeting

Although we do not have a formal policy regarding attendance by members of our Board of Directors at the Annual Meeting, we encourage all of our directors to attend. One director attended last year's annual meeting.

Board Self-Assessments

Our Board of Directors conducts annual self-evaluations to determine whether it and its committees are functioning effectively. The full Board of Directors reviews the results of the assessments and identifies areas for continued improvement. Our Board of Directors also develops and communicates to management any proposals for improving board functions.

Committees of the Board of Directors

Our Board of Directors currently has four standing committees. The current members of our committees are identified below:

Committees

Director

Audit

Compensation

Corporate Governance

Strategic Advisory Committee

Dimitrios J. Angelis

(Chair)

John M. Climaco

(Chair)

Michael A. Cunnion

(Chair)

Charles M. Gillman

John W. Sayward

(Chair)

Mr. Molchan and Mr. Eberwein do not serve on any committees.

Audit Committee . The audit committee consists of Messrs. Angelis, Cunnion and Sayward, with Mr. Sayward serving as chairman. The audit committee held four meetings during 2017. All members of the audit committee are (i) independent directors (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules); (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act; (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; and (iv) are able to read and understand fundamental financial statements. Mr. Sayward qualifies as an “audit committee financial expert” as defined in the rules and regulations established by the SEC. The audit committee is governed by a written charter approved by our Board of Directors. The functions of this committee include, among other things:


•	Meeting with our management periodically to consider the adequacy of our internal controls and the objectivity of our financial reporting;


•	Meeting with our independent registered public accounting firm and with internal financial personnel regarding the adequacy of our internal controls and the objectivity of our financial reporting;


•	Recommending to our Board of Directors the engagement of our independent registered public accounting firm;


•	Reviewing our quarterly and audited consolidated financial statements and reports and discussing the statements and reports with our management, including any significant adjustments, management judgments and estimates, new accounting policies and disagreements with management; and


•	Reviewing our financial plans and reporting recommendations to our full Board of Directors for approval and to authorize action.

Both our independent registered public accounting firm and internal financial personnel regularly meet privately with our audit committee and have unrestricted access to the audit committee.

Compensation Committee . The compensation committee consists of Messrs. Angelis, Cunnion and Sayward, with Mr. Cunnion serving as chairman. The compensation committee held five meetings during 2017. All members of the compensation committee are independent, as determined under the various NASDAQ Stock Market, SEC and Internal Revenue Service qualification requirements. The compensation committee is governed by a written charter approved by our Board of Directors. The functions of this committee include, among other things:


•	Reviewing and, as it deems appropriate, recommending to our Board of Directors, policies, practices, and procedures relating to the compensation of our directors, officers and other managerial employees and the establishment and administration of our employee benefit plans;


•	Establishing appropriate incentives for officers, including the Chief Executive Officer, to encourage high performance, promote accountability and adherence to company values and further our long-term strategic plan and long-term value; and


•	Exercising authority under our employee benefit plans.

Corporate Governance Committee . The corporate governance committee consists of Messrs. Angelis, Climaco and Gillman, with Mr. Angelis serving as chairman. The corporate governance committee held five meetings during 2017. All members of the corporate governance committee are independent directors (as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules). The corporate governance committee is governed by a written charter approved by our Board of Directors. The functions of this committee include, among other things:


•	Reviewing and recommending nominees for election as directors;


•	Assessing the performance of our Board of Directors;


•	Developing guidelines for the composition of our Board of Directors;


•	Reviewing and administering our corporate governance guidelines and considering other issues relating to corporate governance; and


•	Oversight of the Company compliance officer and compliance with the Company’s Code of Business Ethics and Conduct.

Strategic Advisory Committee . The strategic advisory committee consists of Messrs. Climaco, Cunnion and Gillman, with Mr. Climaco serving as chairman. The strategic advisory committee held four meetings during 2017. The strategic advisory committee reviews and provides suggestions to the Board of Directors related to corporate strategy, capital allocation and related matters. The functions of this committee include, among other things:


•	Reviewing and providing recommendations to our Board of Directors regarding the Company's capital plan and its short- and long-term financial strategies;


•	Reviewing and providing recommendations to our Board of Directors regarding financial transactions and commitments;


•	Reviewing and providing recommendations to our Board of Directors regarding the implications of major investments, restructurings, joint ventures, mergers and acquisitions and divestitures of the Company; and


•	Reviewing the selection of the Company's financial advisors engaged in connection with any material transactions.

The Board of Directors’ Role in Risk Oversight

Our Board of Directors, as a whole and also at the committee level, has an active role in managing enterprise risk. The members of our Board of Directors participate in our risk oversight assessment by receiving regular reports from members of senior management and the Company compliance officer appointed by our Board of Directors on areas of material risk to us, including operational, financial, legal and regulatory, and strategic and reputational risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee oversees management of financial risks, as well as our policies with respect to risk assessment and risk management. The corporate governance committee manages risks associated with the independence of our Board of Directors and potential conflicts of interest. Members of the management team report directly to our Board of Directors or the appropriate committee. The directors then use this information to understand, identify, manage, and mitigate risk. Once a committee has considered the reports from management, the chairperson will report on the matter to our full Board of Directors at the next meeting of the Board of Directors, or sooner if deemed necessary. This enables our Board of Directors and its committees to effectively carry out its risk oversight role.

Communications with our Board of Directors

Any stockholder may send correspondence to our Board of Directors c/o Corporate Secretary, Digirad Corporation, 1048 Industrial Court, Suwanee, Georgia 30024. Our Corporate Secretary will review all correspondence addressed to our Board of Directors, or any individual director, and forward all such communications to our Board of Directors or the appropriate director prior to the next regularly scheduled meeting of our Board of Directors following the receipt of the communication, unless the Corporate Secretary decides the communication is more suitably directed to Company management and forwards the communication to Company management. Our Corporate Secretary will summarize all stockholder correspondence directed to our Board of Directors that is not forwarded to our Board of Directors and will make such correspondence available to our Board of Directors for its review at the request of any member of our Board of Directors.

Code of Business Conduct and Ethics

We have established a Code of Business Ethics and Conduct (the "Ethics Code") that applies to all our officers, directors, employees and contractors. The Ethics Code contains general guidelines for conducting our business consistent with the highest standards of business ethics and compliance with applicable law, and is intended to qualify as a "code of ethics" within the meaning of Section 406 of the

Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K. Day-to-day compliance with the Ethics Code is overseen by the Company compliance officer appointed by our Board of Directors. If we make any amendments to the Ethics Code or grant any waiver from a provision of the Ethics Code to any director or executive officer, we will promptly disclose the nature of the amendment or waiver on the "Investors" section of the Company’s website (www.digirad.com) under the tab "Corporate Governance."

Corporate Governance Documents Available Online

Our corporate governance documents, including the audit committee charter, compensation committee charter, corporate governance committee charter, strategic advisory committee charter and the Ethics Code, are available free of charge on the "Investors" section of our website (www.digirad.com) under the tab "Corporate Governance." Information contained on our website is not incorporated by reference in, or considered part of, this Proxy Statement. Stockholders may also request paper copies of these documents free of charge upon written request to Investor Relations, Digirad Corporation, 1048 Industrial Court, Suwanee, Georgia 30024.

Non-Employee Director Stock Ownership Policy

Each non-employee director serving on the Board must beneficially own (on a cost basis) an amount of the Company's common stock or common stock equivalents equal in value to at least 60% of cash compensation received over the prior five years for service as a director of the Company. Until such non-employee director has achieved the level of stock ownership required by our Non-Employee Director Stock Ownership Policy, such non-employee director will be required to retain an amount of common stock equal to 50% of the net shares received as a result of the exercise, vesting or payment of any equity awards granted to the non-employee director by the Company. Non-employee directors are not required to purchase shares in the open market in order to achieve the guideline level of ownership required by this Non-Employee Director Stock Ownership Policy.

Because non-employee directors must retain a percentage of net shares acquired from any Company equity awards until he or she satisfies the Non-Employee Director Stock Ownership Policy, there is no minimum time period required to achieve the guideline level of ownership required by this Non-Employee Director Stock Ownership Policy. Any non-employee director who does not comply with this Non-Employee Director Stock Ownership Policy will not be eligible for re-nomination as a director.

Director Term Limits

Our Board of Directors does not have a policy on term limits.

Committee Rotation Policy

Our Board of Directors adopted a board committee rotation policy pursuant to which the corporate governance committee will consider our Board of Directors’ preference for rotating committee chairs and committee members at no longer than five year intervals, including the chairman of the Board of Directors.

Executive Officers

The names of our executive officers, their ages, their positions with Digirad, and other biographical information as of March 15, 2018 , are set forth below. There are no family relationships among any of our directors or executive officers.



Name	Age	Position
Matthew G. Molchan	51	President, Chief Executive Officer and Director
Jeffry R. Keyes	45	Chief Financial Officer and Corporate Secretary
Virgil J. Lott	60	President, Diagnostic Imaging
Martin B. Shirley	55	President, Digirad Imaging Solutions
Michael Debeauvernet	57	General Manager, Mobile Imaging

Matthew G. Molchan became our President, Chief Executive Officer and member of the Board of Directors on July 1, 2013. In connection with the Company's investment in Perma-Fix Medical, S.A. ("Perma-Fix Medical"), a publicly traded company listed on the NewConnect market of the Warsaw Stock Exchange and a majority-owned subsidiary of Perma-Fix Environmental Services, Inc. (NASDAQ: PESI), Mr. Molchan was appointed to the Supervisory Board of Perma-Fix Medical in December 2015. From February 2013 to July 2013, Mr. Molchan held the position of President, Digirad Corporation. He was previously President, Digirad Imaging Solutions, Inc. from January 2012 to June 2013. Prior to that, he was Chief Operating Officer of Digirad Ultrascan Solutions from May 2007 to January 2012. He joined Digirad Ultrascan Solutions upon the acquisition of Ultrascan, Inc. by us in May 2007. Prior to joining us, Mr. Molchan was the Chief Financial Officer for Ultrascan since he joined in 2003. Prior to Ultrascan, Mr. Molchan held various executive level business development, finance and operations positions at Somera, Inc. and Equifax, Inc. Mr. Molchan earned a B.S. degree in Economics from the United States Air Force Academy and an M.B.A. in finance from the University of Southern California.

Jeffry R. Keyes joined the Company in September 2012 as our Chief Financial Officer and Corporate Secretary. From August 2011 until September 2012, Mr. Keyes was Corporate Controller of Sapphire Energy, Inc., a venture capital backed start-up renewable energy company. From April 2011 to August 2011, he was the Corporate Controller of Advanced BioHealing, Inc., a provider of regenerative medicine solutions, until its sale to Shire, PLC in August 2011. From March 2009 to April 2011, Mr. Keyes was the Senior Director, External Reporting and Technical Accounting of CareFusion, Inc. a global medical technology company. Mr. Keyes earned a B.A. degree in accounting from Western Washington University and is a certified public accountant licensed by the Washington State Board of Accountancy.

Virgil J. Lott became President, Diagnostic Imaging in February 2013. Prior to that, he was our Senior Vice President of Operations since October 2009. His prior positions at Digirad included Vice President of Customer Service and Operations from June 2006 to October 2009 as well as Director of Customer Service from February 2006 to June 2006. Mr. Lott has been in medical imaging field service for over 35 years, both as a field service engineer and in various field service management positions. Prior to joining us, Mr. Lott was the Vice President of Field Service at BC Technical, a multi-vendor service company, from April 2005 to February 2006. He also held several management positions at Philips Medical Systems and ADAC Laboratories from 1983 to May 2005, including Region Service Manager, Director of PET Customer Service, and National Installations Manager. Mr. Lott received training in electronics from the US Army and Electronic Design Engineering Technology from Capitol Radio Engineering Institute. He earned a B.S. degree in Business Administration from California Coast University.

Martin B. Shirley became President, Digirad Imaging Solutions in January 2016. Previously, Mr. Shirley was Senior Vice President, Sales and Marketing, Digirad Imaging Solutions from January 2012 to January 2016; Vice President of Sales and Operations for Digirad Imaging Solutions from June 2010 to January 2012; and Vice President of Sales for Digirad Imaging Solutions from January 2008 to June 2010. Prior to this, he served in a variety of roles during his tenure at Digirad including National, Regional and Territory Sales Management positions in both the Digirad Imaging Solutions division and the Diagnostic Imaging division. Prior to joining Digirad, Mr. Shirley has held various roles in medical imaging, including regional and territory sales positions at SMV America, a manufacturer of nuclear medicine equipment that was purchased by General Electric, and with Sopha Medical Systems. He holds an A.A. degree in both nuclear medicine technology and an A.A. degree in liberal arts.

Michael Debeauvernet became General Manager, Mobile Imaging in January 2017. Previously, Mr. Debeauvernet was Executive Vice President of Operations, DMS Health from July 2014 to January 2017. Prior to joining DMS Health, Mr. Debeauvernet was Vice President, Healthcare Business Development of Progressive Communications, a networking solutions provider from July 2013 to July 2014. Prior to that, Mr. Debeauvernet was Senior Director, Supply Chain Management of Philips Lifeline, an integrated healthcare products company, from April 2010 to July 2013.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 15, 2018 regarding the beneficial ownership of our common stock by (i) each person we know to be the beneficial owner of 5% or more of our common stock, (ii) each of our current named executive officers, (iii) each of our directors, and (iv) all of our current executive officers and directors as a group. Information with respect to beneficial ownership has been furnished by each director, executive officer or 5% or more stockholder, as the case may be. The address for all executive officers and directors is c/o Digirad Corporation, 1048 Industrial Court, Suwanee, Georgia 30024.

Percentage of beneficial ownership is calculated based on [ ] shares of common stock outstanding as of March 15, 2018 . Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and includes shares of our common stock issuable pursuant to the exercise of stock options, warrants or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days of March 15, 2018 . Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them.



Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Shares Beneficially Owned
5% Stockholders:
Cannell Capital LLC (1) 245 Meriweather Circle Alta, WY 83414	2,096,234	[__]
Ariel Investments LLC (2) 200 E. Randolph Street, Suite 2900 Chicago, IL 60601	1,222,819	[__]
Dimensional Fund Advisors LP (3) Building One, 6300 Bee Cave Road Austin, TX 78746	1,067,177	[__]
Punch & Associates Investment Management, Inc. (4) 7701 France Avenue South, Suite 300 Edina, MN 55435	1,012,493	[__]
The Vanguard Group (5) 100 Vanguard Boulevard Malvern, PA 19355	818,677	[__]
Named Executive Officers and Directors:
Jeffrey E. Eberwein (6)	506,652	[__]
Matthew G. Molchan (7)	329,732	[__]
Jeffry R. Keyes (8)	251,138	[__]
John W. Sayward (9)	191,520	[__]
Virgil J. Lott (10)	168,231	*
Charles M. Gillman (11)	125,000	*
Michael A. Cunnion (12)	101,250	*
Martin B. Shirley (13)	100,420	*
John M. Climaco (14)	98,100	*
Dimitrios J. Angelis (15)	25,000	*
Michael Debeauvernet (16)	12,088	*
All Executive Officers and Directors as a group (11 persons)(17)	1,909,131	[__]

____________________


*	Indicates beneficial ownership of less than 1% of the outstanding common stock


(1)	The foregoing information is based solely on information contained in a Schedule 13G, Amendment No. 3, filed with the SEC on February 14, 2018 by Cannell Capital LLC.


(2)	The foregoing information is based solely on information contained in a Schedule 13G filed with the SEC on February 13, 2018 by Ariel Investments, LLC.


(3)	The foregoing information is based solely on information contained in a Schedule 13G, Amendment No. 5, filed with the SEC on February 9, 2018 by Dimensional Fund Advisors LP.


(4)	The foregoing information is based solely on information contained in a Schedule 13G, Amendment No. 2 filed with the SEC on February 14, 2018 by Punch & Associates Investment Management, Inc.


(5)	The foregoing information is based solely on information contained in a Schedule 13G, Amendment No. 1 filed with the SEC on February 12, 2018 by The Vanguard Group.

(6)

Includes 2,811 shares of our common stock beneficially owned directly by Lone Star Value Investors GP, LLC (“Lone Star Value GP”). Lone Star Value GP is the general partner of Lone Star Value LP. Jeffrey E. Eberwein, the Chairman of our Board of Directors, as the manager of Lone Star Value GP may be deemed the beneficial owner of these securities. Mr. Eberwein disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. The foregoing information is based solely on information contained in Form 4, filed with the SEC on September 18, 2017 by Mr. Eberwein.


(7)	Includes (a) 230,653 shares of common stock subject to options exercisable within 60 days of March 15, 2018 , and (b) 99,079 shares of common stock held by Mr. Molchan.


(8)	Includes (a) 204,148 shares of common stock subject to options exercisable within 60 days of March 15, 2018 , and (b) 46,990 shares of common stock held by Mr. Keyes.


(9)	Includes (a) 60,000 shares of common stock subject to options exercisable within 60 days of March 15, 2018 and (b) 131,520 shares of common stock held by Mr. Sayward.


(10)	Includes (a) 98,777 shares of common stock subject to options exercisable within 60 days of March 15, 2018 , and (b) 69,454 of shares of common stock held by Mr. Lott.


(11)	Includes 125,000 shares of common stock held by Mr. Gillman.


(12)	Includes (a) 80,000 shares of common stock subject to options exercisable within 60 days of March 15, 2018 and (b) 21,250 shares of common stock held by Mr. Cunnion.


(13)	Includes (a) 84,529 shares of common stock subject to options exercisable within 60 days of March 15, 2018 , and (b) 15,891 shares of common stock held by Mr. Shirley.


(14)	Includes (a) 60,000 shares of common stock subject to options exercisable within 60 days of March 15, 2018 and (b) 38,100 shares of common stock held by Mr. Climaco.


(15)	Includes 25,000 shares of common stock held by Mr. Angelis.


(16)	Includes (a) 4,635 shares of common stock subject to options exercisable within 60 days of March 15, 2018 , and (b) 7,453 shares of common stock held by Mr. Debeauvernet.


(17)	Includes (a) 822,742 shares of common stock subject to options exercisable within 60 days of March 15, 2018 , and (b) 1,086,389 shares of common stock held by our 11 executive officers and directors .

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board of Directors currently consists of seven members. Each director elected at the Annual Meeting will serve until the 2019 annual meeting of stockholders and until his successor is duly elected and qualified.

Upon the recommendation of the corporate governance committee, our Board of Directors has nominated each of the following seven persons to be elected to serve until the 2019 annual meeting of stockholders and until his successor is duly elected and qualified. Each of the nominees (i) currently serves on our Board of Directors (ii) has consented to being named in this Proxy Statement and (iii) has agreed to serve as a director if elected. As of the date of this Proxy Statement, our Board of Directors is not aware of any nominee who is unable or will decline to serve as a director.

THE BOARD OF DIRECTORS RECOMMENDS USING THE ENCLOSED PROXY CARD TO VOTE FOR THE SEVEN NOMINEES LISTED BELOW

Nominees for Election to the Board of Directors



Name		Position
Jeffrey E. Eberwein		Chairman of the Board
Matthew G. Molchan		President, Chief Executive Officer and Director
Dimitrios J. Angelis		Director
John M. Climaco		Director
Charles M. Gillman		Director
John W. Sayward		Director
Michael A. Cunnion		Director

The seven nominees standing for election who receive the greatest number of votes cast at the Annual Meeting will be elected as Directors.

Information about the Company’s Director Nominees

Set forth below are descriptions of the backgrounds of each nominee and their principal occupations for at least the past five years and their public-company directorships as of the Record Date. There are no family relationships among any of our directors or executive officers. All ages are as of March 15, 2018 .

In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that he should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to Digirad and our Board of Directors.



Jeffrey E. Eberwein	Age 47	Director since 2012
Founder and Chief Executive Officer of Lone Star Value Management, LLC

Committees: None

Mr. Eberwein is the Founder and CEO of Lone Star Value Management, LLC ("LSVM"), a U.S. registered investment firm managing several affiliated funds and/or accounts. Prior to founding LSVM in January 2013, Mr. Eberwein was a Portfolio Manager at Soros Fund Management from January 2009 to December 2011 and Viking Global Investors from March 2005 to September 2008. Mr. Eberwein is Chairman of the Board of five public companies: Digirad Corporation, ATRM Holdings, Inc., a modular building company, Hudson Global, Inc., a global recruitment company, Ameri Holdings, Inc., an IT services company. In addition, Mr. Eberwein serves on the Board of Novation Companies, Inc., a specialty finance company. Mr. Eberwein served on the Board of Crossroad Systems, Inc. from April 2013 until May 2016, The Goldfield Corporation from May 2012 until May 2013, NTS, Inc. from December 2012 until its sale to a private equity firm was completed in June 2014, and On Track Innovations Ltd. from December 2012 until March 2014. Mr. Eberwein served on the Board of Hope for New York, a 501(c)3 organization dedicated to serving the poor in New York City from 2011 until 2014 where he was Treasurer and on the Executive Committee. Mr. Eberwein earned an M.B.A. from The Wharton School, University of Pennsylvania and a B.B.A. with High Honors from The University of Texas at Austin.

Mr. Eberwein brings significant experience in investing, financial management and general financial acumen to our Board of Directors. Throughout his career, Mr. Eberwein has been part of and overseen numerous business transactions, as well as helped

companies develop strategies for proper capital allocation. We believe these past experiences, along with Mr. Eberwein’s network of contacts in the investor community has and will continue to help align stockholder and Company interests with the best strategy for sound financial management and stockholder return. We also believe Mr. Eberwein’s leadership ability and commitment to excellence make him well-suited to serve as Chairman of the Board of Directors.



Matthew G. Molchan	Age 51	Director since 2013
President, Chief Executive Officer of Digirad Corporation

Mr. Molchan’s full biographical information is provided above under the heading "CORPORATE GOVERNANCE AND ETHICS - Executive Officers."

We believe that Mr. Molchan's extensive experience and key roles at a number of other companies having attributes similar to the Company, enable him to assist in the effective management of the Company and make him well qualified to serve on our Board of Directors.



Dimitrios J. Angelis	Age 48	Director since 2015
Executive Counsel, Life Sciences Law Group

Committees: Audit, Compensation, Corporate Governance (Chairman)

Mr. Angelis was appointed as a director of the Company on July 30, 2015. In addition to Digirad, Mr. Angelis currently serves as a director of Ameri100, a position he has held since May 2015; and as director of On Track Innovations Ltd ("OTI") since December 30, 2012. From April 26, 2013 until February 9, 2015, Mr. Angelis served as the OTI’s Chairman of the Board of Directors.

Mr. Angelis currently serves as Principal of Life Sciences Law Group, a post he has held since October 2015. From January 2014 to August 2015 he served as Chief Executive Officer of OTI America (a subsidiary of OTI). Since 2012 until immediately prior to his appointment as Chief Executive Officer of OTI America, Mr. Angelis was the General Counsel of Wockhardt Inc., a biologics and pharmaceutical company. From 2008 to 2012, Mr. Angelis was a senior counsel in Dr. Reddy’s Laboratories, Ltd., a publicly traded pharmaceutical company, and during 2008 he was the Chief Legal Officer and Corporate Secretary of Osteotech, Inc., a publicly traded medical device company. Prior to that, Mr. Angelis worked in the pharmaceutical and legal industries in various corporate, strategic and legal roles, including the Corporate department of the New York office of Mayer Brown LLP. Mr. Angelis holds a B.A. in Philosophy and English from Boston College, an M.A. in Behavioral Science from California State University, and Juris Doctor from New York University School of Law and is admitted to practice law in the states of New York and New Jersey.

We believe Mr. Angelis' past positions in the health care industry and his legal experience make him well qualified to serve on our Board of Directors. These experiences allow him to offer unique insight into our operations for the purpose of guiding the Board of Directors to the right legal and strategic decisions.



John M. Climaco	Age 49	Director since 2012
Board Member, Perma-Fix Environmental Solutions, Inc.

Committees: Corporate Governance, Strategic Advisory (Chairman)

Mr. Climaco is the Chief Executive Officer of CNS Pharmaceuticals, Inc., a company developing treatments for brain and central nervous system cancers. From June 2015 to July 2017, Mr. Climaco served as the Executive Vice President of Perma-Fix Medical, a majority-owned Polish subsidiary of Perma-Fix Environmental Services, Inc. (PESI), where he also served as a director from October 2013 to July 2017. At Perma-Fix Medical, he managed the development of a method to produce Technetium-99. Mr. Climaco currently serves on the board of directors of Moleculin Biotech, Inc., a preclinical and clinical-stage pharmaceutical company focused on the development of anti-cancer drug candidates; and Birner Dental Management Services, Inc., a management company for dental practices in Colorado, New Mexico and Arizona. Mr. Climaco was appointed to our Board of Directors in December 2012. Previously, he was a board member of PDI, Inc. (PDII), an outsourced commercial services company for pharmaceutical, biotechnology and healthcare companies, a post he held from December 2013 to October 2014. From April 2012 to April 2013, he was a board member of InfuSystem Holdings, Inc. (INFU), a supplier of oncology infusion services.

From 2003 to 2012, he was the President and Chief Executive Officer, as well as member of the board of directors, of Axial Biotech, Inc., a venture-backed molecular diagnostics company specializing in spine disorders, which he co-founded in 2003.

Under Mr. Climaco’s leadership, and through partnerships he created with companies including Medtronic, Johnson & Johnson and Smith & Nephew, Axial successfully developed and commercialized ScoliScore, the first molecular prognostic test in the orthopaedic industry.

Prior to founding Axial Biotech, Mr. Climaco practiced law for 6 years with Fabian & Clendenin in Salt Lake City from 1997 to 2003. Mr. Climaco holds a B.A. in Philosophy, cum laude, from Middlebury College and a Juris Doctorate from the University of California, Hastings College of Law.

We believe that Mr. Climaco has a demonstrated record of consistently applying his extensive experience and sound business judgment to both rescue and create stockholder value across a range of industries. Mr. Climaco has advised management teams on M&A opportunities, restructurings, asset divestments, equity financings and strategic partnerships, all qualities that we believe are valuable to the Board of Directors. We believe that Mr. Climaco brings to our Board of Directors significant executive experience relevant to a healthcare services company, including raising capital, engineering strategic alliances, building executive teams and managing complex business operations and legal strategies.



Michael A. Cunnion	Age 47	Director since 2014
President and Chief Executive Officer, Remedy Health Media

Committees: Strategic Advisory, Compensation (Chairman), Audit

Mr. Cunnion has an extensive history of leadership roles at healthcare media and communication companies. Since September 2008, Mr. Cunnion has been Chief Executive Officer of Remedy Health Media, a privately held health media company. In addition, Prior to that, from January 2004 to December 2007, Mr. Cunnion was the President of privately held HealthTalk, leading provider of tools and information for chronically ill patients and caregivers. Mr. Cunnion successfully built this company and subsequently sold it to Revolution Health in December 2007. Subsequent to this sale, Mr. Cunnion took on the role of Executive Vice President of Revolution Health, where he oversaw revenue and sales strategy until Revolution Health merged with Everyday Health. Prior to HealthTalk, from December 1998 to December 2003, Mr. Cunnion held the role of Sr. Director, Consumer Marketing at WebMD, where he led consumer sales strategy, product development and advertising operations. Mr. Cunnion currently serves on the board of directors of FSAStore.com, an FSA e-commerce company, a post he has held since 2011. Mr. Cunnion earned a B.A. degree in English from Florida State University.

We believe that Mr. Cunnion’s extensive experience in health care media companies, coupled with his experience of building up companies and creating ownership value are of significant strategic importance to our Board of Directors. His history of creating collaborative relationships in the companies he has been part of and then leveraging those relationships to maximize value in both continued organic growth and as well as selling the companies he has been part of can be of great benefit to Digirad stockholders.



Charles M. Gillman	Age 47	Director since 2012
Portfolio Manager, IDWR Multi-Family Office

Committees: Corporate Governance, Strategic Advisory

Mr. Gillman is the Executive Managing Director of the IDWR Multi-Family Office, a multi-family investment firm, a position he has held since 2013. IDWR employs a team of analysts with expertise in finding publicly traded companies that require an improvement in corporate capital allocation. From 2001 to 2013, Mr. Gillman was a portfolio manager of certain family office investment portfolios at Nadel and Gussman, LLC. Prior to his employment at Nadel and Gussman, Mr. Gillman worked in the investment industry and as a strategic management consultant at McKinsey & Company.

His organization evolved from experience in the 1990’s designing operational turnarounds of U.S. and international companies while at McKinsey & Company. Mr. Gillman’s clients at McKinsey benefited from specific measures taken to improve working-capital turnover and to grow those operating units that had the highest return on invested capital while shrinking those operating units that had negative returns on invested capital.

Mr. Gillman was appointed to our Board of Directors in 2012. In addition, Mr. Gillman currently serves on the boards of directors of Novation Companies, Inc., a specialty finance company, a post he has held since January 2016, Solitron Devices, Inc., a solid-state semiconductor components company, a post he has held since July 2016, Hill International, a construction consulting service company, a post he has held since September 2016, and Points International, an online travel company, a post he has held since May 2017. Mr. Gillman previously served as a director of Hooper Holmes, InfuSystems Holdings, Inc., On Track Innovations Ltd, MRV Communications, Inc., Aetrium, Inc., CompuMed, Inc., the Stephan Company, PFMG, Inc., Littlefield Corp., and Datawatch Corporation.

Mr. Gillman is a graduate of the Wharton School of the University of Pennsylvania, summa cum laude, and a Director of the Penn Club of New York, which serves as the Manhattan home of the Wharton School and University of Pennsylvania alumni community.

We believe that Mr. Gillman brings significant experience as a successful portfolio manager to our Board of Directors, and in particular, experience implementing difficult corporate turnarounds, including M&A experience and divestiture experience. These experiences allow him to offer unique insight into our operations for the purpose of guiding the Company to the right short-term and long-term strategic decisions designed to maximize stockholder value.



John W. Sayward	Age 66	Director since 2008
Retired Partner, Nippon Heart Hospital LLC

Committees: Audit (Chairman), Compensation

John W. Sayward is a career health care and pharmaceutical executive. Most recently, he served as Chief Executive Officer for Hera Therapeutics Inc., a position he held through June 2015. Prior to this, Mr. Sayward served as the Chief Operating Officer and Chief Financial Officer of Hera Therapeutics Inc. since September 2014. Previously, he was Partner at Nippon Heart Hospital, LLC from September 2005 to January 2007, which was formed to build and manage cardiovascular care hospitals in Japan. From 2002 to 2005, Mr. Sayward was the Executive Vice President and CFO of LMA North America Inc., a medical device business focused on patient airway management. From 1996 to 2001, Mr. Sayward served as the Executive Vice President of Finance and CFO and Treasurer at SICOR Inc., and was elected to their Board of Directors in 1998. Previous to the above, he served in various management positions with Baxter Healthcare. He received a B.A. in History from Northwestern University in 1973 and a Master of Management from the Kellogg School of Management at Northwestern University in 1975.

We believe that Mr. Sayward’s past experiences in the health care industry, both in medical devices and pharmaceuticals, makes him well qualified to serve on our Board of Directors. Further, Mr. Sayward’s depth and breadth of positions and experiences also makes him well qualified to serve as a financial expert and audit committee chairman.

Certain Legal Proceedings

Lone Star Value Management LLC, Mr. Eberwein and Mr. Gillman are each subject to a SEC administrative order, dated February 14, 2017 (Securities Exchange Act Release No. 80038), relating to alleged violations of Section 13(d) of the Exchange Act and the rules promulgated thereunder, including failing to disclose the members of a stockholder group, and further allegations that Messrs. Eberwein and Gillman violated Section 16(a) of the Exchange Act and the rules promulgated thereunder, including failing to timely file initial statements of beneficial ownership on Form 3 and changes thereto on Form 4. Without admitting or denying any violations, (i) Lone Star Value Management agreed to cease and desist from committing or causing any violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated thereunder, and paid a civil penalty of $120,000 to the SEC and (ii) Messrs. Eberwein and Gillman agreed to cease and desist from committing or causing any violations of (x) Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated thereunder and (y) Section 16(a) of the Exchange Act and Rules 16a-2 and 16a-3 promulgated thereunder, and each paid a civil penalty to the SEC in the respective amounts of $90,000 and $30,000.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION AS DIRECTOR OF EACH NOMINEE LISTED ON THE PROXY CARD.

AUDIT COMMITTEE REPORT

The following is the report of the audit committee with respect to Digirad’s audited financial statements for the year ended December 31, 2017.

The purpose of the audit committee is to assist the Board of Directors in its general oversight of Digirad’s financial reporting, internal controls and audit functions. The audit committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements. In fulfilling its oversight responsibility of appointing and reviewing the services performed by the Company’s independent registered public accounting firm, the audit committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, audit fees, auditor independence matters and the extent to which the independent registered public accounting firm may be retained to perform non-audit related services.

The Company maintains an auditor independence policy that bans its auditors from performing non-financial consulting services, such as information technology consulting and internal audit services. This policy mandates that the audit committee approve the audit and non-audit services and related budget in advance, and that the audit committee be provided with quarterly reporting on actual spending. This policy also mandates that the Company may not enter into auditor engagements for non-audit services without the audit committee’s express approval. The audit committee charter describes in greater detail the full responsibilities of the audit committee and is available on our website at www.digirad.com. The audit committee is comprised solely of independent directors as defined by Rule 5605(a)(2) of the NASDAQ listing standards.

The audit committee met on four occasions in 2017. The audit committee met privately in executive session with BDO USA, LLP ("BDO") as part of each regular meeting and held private meetings with the Chief Financial Officer and other officers of Digirad throughout the year.

In accordance with the audit committee charter and the requirements of law, the audit committee pre-approves all services to be provided by Digirad’s independent auditors, BDO. Pre-approval is required for audit services, audit-related services, tax services and other services.

The audit committee has reviewed and discussed the audited financial statements for the year ended December 31, 2017 with the Company’s management and BDO, the Company’s independent registered public accounting firm. The audit committee has also discussed with BDO the matters required to be discussed by Auditing Standard No. 1301, "Communications with Audit Committees" issued by the Public Company Accounting Oversight Board ("PCAOB"). The audit committee also has received and reviewed the written disclosures and the letter from BDO required by applicable requirements of the PCAOB regarding BDO’s communications with the audit committee concerning independence, and has discussed with BDO its independence from the Company.

Based on the reviews and discussions referred to above, the audit committee recommended to the Board of Directors that the financial statements referred to above be included in the Annual Report for filing with the SEC.

AUDIT COMMITTEE

John W. Sayward, Chairman

Dimitrios J. Angelis

Michael A. Cunnion

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The audit committee of our Board of Directors is responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The audit committee is considering BDO USA, LLP ("BDO") to serve as the Company's independent registered public accounting firm. BDO has audited our financial statements since the fiscal year ended December 31, 2015. While it is not required to do so, the audit committee is submitting to stockholders for ratification the selection of BDO as the Company’s independent registered public accounting firm for the year ending December 31, 2018. Notwithstanding ratification of the selection of BDO to serve as the Company’s independent registered public accounting firm, the audit committee will be under no obligation to select BDO as the Company’s independent registered public accounting firm.

Representatives of BDO will attend the Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

During the Company’s three most recent fiscal years, neither the Company nor anyone on its behalf consulted with BDO regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that BDO concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" or "reportable event" (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and Item 304(a)(1)(v) of Regulation S-K, respectively).

Principal Accounting Fees

In connection with the audit of the 2017 financial statements, we entered into an engagement agreement with BDO which sets forth the terms by which BDO has performed audit and related professional services for us.

The following tables set forth the aggregate accounting fees paid by us to BDO for the past two fiscal years ended December 31, 2017 and 2016.



	For the year ended December 31
Type of Fee	2017		2016
	(in thousands)
Audit Fees	$	533.2	$	486.5
Audit-Related Fees	—		165.2
Tax Fees	133.5		84.9
All Other Fees	—		—
Totals	$	666.7	$	736.6

The below fees were paid to the firm Ernst & Young LLP ("Ernst & Young"), the Company's previous independent registered public accounting firm, for the fiscal years ended December 31, 2017 and 2016.



	For the year ended December 31
Type of Fee	2017		2016
	(in thousands)
Audit Fees	$	—	$	—
Audit-Related Fees	20.0		20.0
Tax Fees	—		—
All Other Fees	—		—
Totals	$	20.0	$	20.0

No other accounting firm was retained to perform the identified accounting work for us. All non-audit related services in the tables above were pre-approved and/or ratified by the audit committee of our Board of Directors.

Types of Fees Explanation

Audit Fees . Audit fees were incurred for accounting services rendered for the audit of our annual consolidated financial statements and reviews of quarterly consolidated financial statements, as well as fees associated with consents for registration statement filings.

Audit-Related Fees . (a) BDO 2016 . The 2016 fees relate primarily to auditing pre-acquisition financial statements of Project Rendezvous Holding Corporation. (b) Ernst and Young 2016 and 2017 . The 2016 and 2017 fees relate to consents provided for re-issuance of their prior year audit reports contained in the Company's Form 10-K for the years ended December 31, 2015 and December 31, 2016.

Tax Fees . These fees were billed to us for professional services relating to tax compliance, tax advice and tax planning.

All Other Fees . There were no other fees billed by BDO for the years 2017 and 2016 for products and services, other than those described above.

Audit Committee Pre-Approval of Services by Independent Registered Public Accounting Firm

The audit committee is granted the authority and responsibility under its charter to pre-approve all audit and non-audit services provided to the Company by its independent registered public accounting firm, including specific approval of internal control and tax-related services. In exercising this responsibility, the audit committee considers whether the provision of each professional accounting service is compatible with maintaining the audit firm’s independence.

Pre-approvals are detailed as to the category or professional service and when appropriate are subject to budgetary limits. Company management and the independent registered public accounting firm periodically report to the audit committee regarding the scope and fees for professional services provided under the pre-approval.

With respect to the professional services rendered, the audit committee had determined that the rendering of all non-audit services by our independent registered public accounting firm were compatible with maintaining the auditor’s independence and had pre-approved all such services.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our Compensation Philosophy

Our executive compensation plan’s objectives are to attract and retain highly competent executives, and to compensate them based upon a pay-for-performance philosophy. With the intent to increase short-term and long-term stockholder value, we have designed our executive compensation plan to reward Company performance as measured by specific financial goals. For our 2017 executive bonus plan, we defined minimum EBITDA (earnings before interest, taxes, depreciation and amortization) targets as thresholds for granting bonus payments for the reasons discussed below.

We include a significant equity component in our overall compensation to align the long-term interests of our executives with those of our stockholders. Our executive compensation plan is designed to encourage success of our executives as a team, as well as to reward individual contributors, by attaining overall corporate goals. In setting those goals, we consider our historic performance, the current and anticipated economic conditions in our market place and industry, and the performance of our competitors.

Role and Authority of Compensation Committee

The compensation committee consists of Messrs. Angelis, Cunnion and Sayward. Each member of the compensation committee is a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code, and satisfies the independence requirements imposed by the NASDAQ Stock Market.

The compensation committee is responsible for discharging the responsibilities of the Board of Directors with respect to the compensation of our executive officers. The compensation committee recommends overall compensation of our executive officers to the Board of Directors. The Board of Directors approves all compensation of our executive officers. The compensation committee also periodically reviews director compensation.

The charter of the compensation committee permits the compensation committee to engage outside consultants and to consult with our human resources department when appropriate to assist in carrying out its responsibilities.

The Role of our Executives in Setting Compensation

The compensation committee meets with our President and Chief Executive Officer, Mr. Molchan, and/or our Chief Financial Officer, Mr. Jeffry Keyes, at least once per year to obtain recommendations with respect to Company compensation programs, practices, and packages for executives, directors and other employees. The Chief Executive Officer makes recommendations to the compensation committee on the base salary, bonus targets, and equity compensation for the executive team and other employees (including his own compensation). The compensation committee considers, but is not bound by and does not always accept, the Chief Executive Officer’s recommendations with respect to executive compensation. The compensation committee has the ultimate authority to make decisions with respect to the compensation of our executive officers, but may, if it chooses, delegate any of its responsibilities to subcommittees.

Mr. Molchan and Mr. Keyes attend a limited number of the compensation committee’s meetings (usually for only a portion of the meeting), but the compensation committee also regularly holds executive sessions not attended by any members of management or non-independent directors. The compensation committee discusses Mr. Molchan’s compensation package with him, but makes decisions with respect to his compensation outside of his presence. The committee has delegated to a committee consisting of the Chief Executive Officer and Chief Financial Officer the authority to grant awards of stock options, in accordance with specific guidelines and from an authorized option pool, to persons who are not (a) “covered employees” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), (b) individuals with respect to whom we wish to comply with Section 162(m) of the Code, or (c) executive officers (as discussed in further detail below). The compensation committee also has authorized Mr. Molchan to make salary adjustments and short-term incentive (bonus) decisions for all employees other than executive officers.

Role of Stockholder Input in Setting Compensation

We conducted our annual non-binding advisory vote on executive officer compensation at our 2017 Annual Meeting of Stockholders. While this vote was advisory and not binding on the Company, the compensation committee will actively consider investor opinion regarding our executive compensation practices and policies, taking into account that a substantial majority (approximately 98.7%) of the votes cast on the say-on-pay proposal in 2017 were voted in favor of the proposal. Further, the compensation committee expects to consider input from stockholders and the outcome of any say-on-pay votes when making future executive compensation decisions.

Role of Compensation Consultant in Determining Compensation

In 2016, the compensation committee retained Radford, a subsidiary of Aon Hewitt that specializes in compensation, talent and rewards consulting for technology and life science companies. Radford provided peer-review information surveying nineteen peer companies. These companies were selected based on the industry, revenues, and market capitalization with levels similar to us. Information regarding the peer companies that were utilized is detailed in the chart below. Radford recommended, and the compensation committee approved, the peer set of companies. The data used by Radford came from peer company proxy data, and from various proprietary compensation data sources. Radford did not perform work for us other than pursuant to its engagement by the compensation committee. Radford's fees were paid by us.

Company Name

Alphatec Holdings

AtriCure

Atrion

BIOLASE

BioTelemetry

Cardiovascular Systems

CryoLife

Cutera

Enzo Biochem

Fonar

Harvard Bioscience

InfuSystem Holdings

IRIDEX

Landauer

LeMaitre Vascular

Quidel

Tandem Diabetes Care

Vascular Solutions

ZELTIQ Aesthetics

Under the direction of the compensation committee, Radford provided competitive market data to review our compensation programs, identify trends in executive and equity compensation and make recommendations as to appropriate levels of compensation for 2017. While Radford's analysis and recommendations were a factor in determining 2017 compensation levels, the compensation committee used its discretion in setting appropriate compensation levels and did not always follow Radford's recommendations as to appropriate compensation levels.

Elements of Executive Compensation:

Our executive compensation consists of the following elements:


•	Base salary;


•	Annual Incentive Bonus;


•	Long-Term Incentives; and


•	Retirement benefits under a 401(k) plan and generally available benefit programs.

Base Salary . The base salary for each executive is initially established through negotiation at the time the executive is hired, taking into account his or her scope of responsibilities, qualifications, experience, prior salary, and competitive salary information within our industry. Year-to-year adjustments to each executive officer’s base salary are determined by an assessment of his or her sustained performance against individual goals, including leadership skills and the achievement of high ethical standards, the individual’s impact on our business and financial results, current salary in relation to the salary range designated for the job,

experience, demonstrated potential for advancement, and an assessment against base salaries paid to executives for comparable jobs in the marketplace.

When determining the base salary component of executive compensation for 2017, the compensation committee considered the achievements of the executives in 2016 based on actual financial performance of the business and achievement of the goals set by the Board of Directors for the individual executive, the fiscal 2017 budget and financial performance expectations, the totality of all compensation components, the most recent stockholder non-binding advisory vote on executive officer compensation and guidance provided by Radford in their analysis of our executive compensation levels. After due consideration, the compensation committee set compensation as reflected in the Summary Compensation Table below.

Based on the factors discussed above, 2017 base salaries were as follows:

Mr. Molchan’s 2017 base salary was set at $415,200, which represented a $69,200 increase from his last adjustment in January 2016. Mr. Molchan's compensation was not adjusted for 2018.

Mr. Keyes’ 2017 base salary was set at $331,740, which represented a $55,290 increase from his last adjustment in January 2016. Mr. Keyes' compensation was not adjusted for 2018.

Mr. Lott’s 2017 base salary was set at $260,000, which represented a $10,000 increase from his last adjustment in January 2016. Mr. Lott's compensation was not adjusted for 2018.

Mr. Shirley’s 2017 base salary was set at $260,000, which represented a $45,000 increase from his last adjustment in January 2016. Mr. Shirley's compensation was not adjusted for 2018.

Mr Debeauvernet's 2017 base salary was set at $228,800, which represented a $8,800 increase from his last adjustment in January 2016. Mr. Debeauvernet's compensation was not adjusted for 2018.

Annual Incentive Bonus . Payments under our executive bonus plan are based on achieving clearly defined, short-term goals. We believe that such bonuses provide incentive to achieve goals that we align with our stockholders’ interests by measuring the achievement of these goals, whenever possible, in terms of revenue, income or other financial objectives. In setting bonus levels, we review our annual business plan and financial performance objectives. After estimating the likely financial results of the business plan as submitted by management and approved by the Board of Directors, we set financial threshold goals based on those estimated results primarily in terms of EBITDA. We set the minimum performance thresholds that must be reached before any bonus will be paid at levels that will take significant effort and skill to achieve. An executive officer’s failure to meet some or all of these personal goals can affect his or her bonus amount. We believe that offering significant potential income in the form of bonuses allows us to attract and retain executives and to align their interests with those of our stockholders.

Fiscal Year 2017 . In February 2017, we finalized and adopted an executive incentive bonus plan for our executive officers for fiscal year 2017.

For each of Messrs. Molchan and Keyes, the 2017 Executive Incentive Plan (the "2017 Plan") was based on achievement of a 2017 consolidated EBITDA target. For Mr. Lott, the 2017 Plan was based on achievement of a 2017 consolidated EBITDA target and a 2017 EBITDA target associated with the Diagnostic Imaging and Medical Device Sales & Services business units of the Company. For Mr. Shirley, the 2017 Plan was based on achievement of a 2017 consolidated EBITDA target and a 2017 EBITDA target associated with the Diagnostic Services business unit of the Company. For Mr. Debeauvernet, the 2017 Plan was based on achievement of a 2017 consolidated EBITDA target and a 2017 EBITDA target associated with the Mobile Healthcare business unit of the Company. In order to be eligible for a minimum of 25% of the target bonus payout under the 2017 Plan, the executives must achieve the minimum threshold objectives of 90% of target for consolidated EBITDA (calculated before impact of bonuses), subject to other provisions of the 2017 Plan. Each executive may earn up to 175% of their target bonus based on achievement of their respective EBITDA targets, with EBITDA and associated cash bonus paid on a linear basis between 90% and 121.25% of their respective EBITDA targets.

The eligible target bonus amounts under the 2017 Plan and the actual bonus payouts were as follows.



Name and Principal Position	Target Amount		Actual Payout
Matthew G. Molchan, President and Chief Executive Officer	$	224,208	$	—
Jeffry R. Keyes, Chief Financial Officer and Corporate Secretary	$	159,235	$	—
Virgil J. Lott, President, Diagnostic Imaging	$	78,000	$	—
Martin B. Shirley, President, Digirad Imaging Solutions	$	78,000	$	—
Michael Debeauvernet, General Manager, Mobile Imaging	$	68,640	$	—

For fiscal year 2017, the performance targets for the 2017 Plan were not met, and therefore no bonuses were paid.

Long-Term Incentives . The compensation committee has the ability to grant equity instruments to our executives under our executive compensation package program to directly link their interests to those of our stockholders. The compensation committee has the ability to issue a variety of instruments, but traditionally has granted stock options and restricted stock units. We believe that our executive compensation program must include long-term incentives such as stock options and restricted stock units if we wish to hire and retain high-level executive talent. We also believe that stock options and restricted stock units help to provide a balance to the overall executive compensation program as base salary and bonus awards focus only on short-term compensation. In addition, the vesting period of stock options and restricted stock units encourages executive retention and the preservation of stockholder value. Finally, we believe that aligning at least a portion of restricted stock units vesting provisions to financial performance measures further aligns executive compensation to stockholder value; if performance targets are not achieved, then the awards do not vest. We base the number of equity units granted on the type and responsibility level of the executive’s position, the executive’s performance in the prior year and the executive’s potential for continued sustained contributions to our long-term success and the long-term interests of our stockholders.

Chief Executive Officer Ownership Policy . This policy requires our Chief Executive Officer ("CEO") to own an amount of our common stock equal in value to at least three times the CEO’s base salary for so long as he or she is serving as CEO. The CEO Ownership Policy further provides that until the CEO has achieved the level of stock ownership required by the CEO Ownership Policy, the CEO will be required to retain an amount of Common Stock equal to 50% of the net shares received as a result of the exercise, vesting or payment of any equity awards granted to the CEO by the Company. Because the CEO must retain a percentage of net shares acquired from any Company equity awards until he or she satisfies the CEO Ownership Policy, there is no minimum time period required to achieve the guideline level of ownership required by the CEO Ownership Policy.

401(k) and Other Benefits . During 2017, our executive officers were eligible to receive certain benefits generally available to all our employees on the same terms, including medical, dental and vision insurance, long-term and short-term disability insurance, life and accidental death and dismemberment insurance, health and dependent care flexible spending accounts, educational and employee assistance, paid-time-off, and certain other benefits. We also maintain a tax-qualified 401(k) Plan, which provides for broad-based employee participation and includes a Company matching provision, subject to certain vesting conditions.

How We Determine When to Grant Stock Options

Stock option grants and restricted stock units are generally awarded to our executive officers and eligible employees (i) at the time of hire, (ii) upon promotion, and (iii) as part of the long-term incentive program.

Our Policies in Connection with Waiving or Modifying Performance Goals

We exercise reasonable discretion in modifying performance goals when unanticipated events, such as market or regulatory changes, the need to adjust business plans or individual assignments or areas of responsibility, or the loss of key personnel have made the achievement of previously set individual or company-wide performance goals impossible or significantly more difficult. We believe that the failure to adjust goals in such circumstances could lead to disappointment and the potential departure of key personnel we wish to retain. If performance goals are restated because of unanticipated events, we may adjust the bonus and option elements of the executive compensation plan. Any such adjustments would generally continue to include, as a prerequisite, the executive's meeting his or her individual performance goals, and our achievement of revised, measurable financial goals such as revenue or earnings.

Compensation Risk Assessment

In establishing and reviewing our overall compensation program, the compensation committee considers whether the program and its various elements encourage or motivate our executives or other employees to take excessive risks. We believe that our

compensation program and its elements are designed to encourage our employees to act in the long-term best interests of the Company and are not reasonably likely to have a material adverse effect on our business.

Other Compensation

We intend to continue to maintain our current benefits for our executive officers, including medical, dental, vision and life insurance coverage and the ability to contribute to a 401(k) retirement plan; however, the compensation committee in its discretion may revise, amend or add to the officer's executive benefits if it deems it advisable. The benefits currently available to the executive officers are also available to our other employees. At times, we pay the relocation, housing or commuting costs of our employees, including our executive officers.

The Impact of Tax and Accounting Treatments on Elements of Compensation

When granted, we have elected to award non-qualified stock options instead of incentive stock options to all our employees, directors and consultants to allow the corporation to take advantage of the more favorable tax advantages associated with non-qualified stock options.

Section 162(m) of the Code precludes us from deducting compensation in excess of $1.0 million to named executive officers. To date, we have not exceeded the $1.0 million limit for any executive, and the compensation committee has not defined a policy that all compensation must be deductible. The Tax Cuts and Jobs Act, enacted on December 22, 2017, eliminates the "performance-based" compensation exception under Section 162(m) of the Code for taxable years beginning after December 31, 2017 unless transition relief for certain compensation arrangements in place as of November 2, 2017 is available. Because of the fact-based nature of the performance-based compensation exception under Section 162(m) of the Code, the limited availability of guidance thereunder, and the uncertain scope of the aforementioned transition relief, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) of the Code will do so.

Summary Compensation Table

The following table provides information regarding the compensation earned during the fiscal year ended December 31, 2017 by our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers (the named executive officers) who were employed by us during 2017.



Name and Principal Position	Year	Salary ($) (1)	Stock Award ($) (2) (3)	Option Awards ($) (2)	Non-Equity Incentive Plan Compensation ($) (4)	All Other Compensation ($) (5)	Total ($)
Matthew G. Molchan President and Chief Executive Officer	2017	404,022	420,664	—	—	3,500	828,186
	2016	347,331	209,137	55,389	—	2,000	613,857
	2015	322,235	220,207	—	40,000	2,000	584,442

Jeffry R. Keyes Chief Financial Officer and Corporate Secretary	2017	322,809	265,347	—	—	2,500	590,656
	2016	277,513	117,955	31,239	—	1,000	427,707
	2015	252,417	106,150	—	35,000	1,000	394,567

Virgil J. Lott President, Diagnostic Imaging	2017	258,385	110,917	—	—	3,500	372,802
	2016	250,961	53,335	14,125	—	2,000	320,421
	2015	235,904	74,405	—	35,000	2,000	347,309

Martin B. Shirley President, Diagnostic Imaging Solutions	2017	253,931	110,917	—	—	3,500	368,348
	2016	221,827	45,865	12,148	—	2,000	281,840
	2015	206,769	63,322	—	—	2,000	272,091

Michael Debeauvernet General Manager, Mobile Imaging	2017	227,378	73,203	—	—	2,500	303,081
Michael Debeauvernet General Manager, Mobile Imaging	2016	220,846	103,185	47,462	—	7,911	379,404

____________________


(1)	See discussion above under the heading "Elements of Executive Compensation" for additional narrative disclosure regarding base salaries of our named executive officers.

(2)

Represents full fair value at grant date of options to purchase Digirad common stock and restricted stock units representing the right to receive, at settlement, Digirad common stock, granted to our named executive officers, computed in accordance with FASB ASC Topic 718, Stock Compensation. The full grant date fair value of an equity award is the maximum value that may be received over the vesting period if all vesting conditions are satisfied, as discussed further below. Thus, there is no assurance that the value, if any, eventually received by our executive officers will correspond to the amount shown. For information regarding assumptions made in connection with this valuation, please see Note 8 to our consolidated financial statements found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed on February 28, 2018. See discussion above under the heading "Elements of Executive Compensation" for additional narrative disclosure regarding long term incentives.

(3)

Included in the stock awards granted in 2015, 2016 and 2017 were performance stock units (PSUs), which vest ratably over four years subject to continued employment and achievement of performance conditions for each year as determined by the compensation committee of the Board of Directors. The PSUs will be canceled if such performance conditions are not met. The performance conditions for the 2015 PSUs were achievement of 90% of Board of Directors approved budgeted EBITDA, excluding certain predetermined items, for each of the years ended December 31, 2015, 2016, 2017 and 2018. The performance conditions for the 2016 PSUs were achievement of 90% of Board of Directors approved budgeted EBITDA, excluding certain predetermined items, for each of the years ended December 31, 2016, 2017, 2018 and 2019. The performance conditions for the 2017 PSUs were achievement of 90% of the Board approved budgeted EBITDA, excluding certain predetermined items, for the year ended December 31, 2017. The performance metrics for the 2015 and 2016 performance periods, and a grant date fair value for those tranches of the awards, were established in 2015 and 2016. The performance conditions were deemed to have been met for both 2015 and 2016 and related tranches. The performance metrics for the 2017 performance period, and a grant date fair value for those tranches of the awards, were established by the Board of Directors and compensation committee on February 23, 2017. As of the grant date, we believed that it was probable that the performance criteria would be met and that each individual would remain employed through the date the grant would become fully vested by its terms, and accordingly, the full value of the awards as of the grant date has been included in the table above in accordance with FASB ASC 718. Assuming the performance criteria for 2017 would be achieved, the grant date fair values of the 2017 PSU awards are $0.2 million, $0.1 million, $53 thousand, $53 thousand, and $35 thousand for Mr. Molchan, Mr. Keyes, Mr. Lott, Mr. Shirley and Mr. Debeauvernet, respectively. However, the performance conditions for 2017 were not met, and as such, a tranche for each of the 2015 and 2016 PSUs, and all of the 2017 PSUs, were canceled as of December 31, 2017. The amount of canceled PSUs totaled 54,292 units, 32,831 units, 14,808 units, 14,262 units, and 8,448 units, for Mr. Molchan, Mr. Keyes, Mr. Lott, Mr. Shirley, and Mr. Debeauvernet, respectively.


(4)	Actual bonuses paid under the respective executive incentive bonus plan for 2017, 2016 and 2015. See discussion above under the heading "Elements of Executive Compensation Fiscal Year 2017" for additional narrative disclosure regarding the 2017 executive incentive bonus plan.

(5)

Amounts shown for 2017 include up to $2,500 matching contributions to the officers’ 401(k) retirement plans and up to $1,000 seed contribution to the executive’s Health Saving Account plans. Amounts shown for 2016 and 2015, excluding amounts for Mr. Debeauvernet, include up to $1,000 matching contributions to the officers’ 401(k) retirement plans and up to $1,000 seed contribution to the executive’s Health Saving Account plans. The amount shown for 2016 for Mr. Debeauvernet is a matching contribution to his 401(k) retirement plan.

Grants of Plan-Based Awards

The following table presents information concerning grants to each of the named executive officers during 2017.



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#) (2) (3)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Share)	Grant Date Fair Value of Stock and Option Awards ($) (4)
Name	Grant Date	Compensation Committee Approval Date (4)	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)	(m)
Matthew G. Molchan	2/28/2017	2/22/2017	56,052	224,208	392,364	—	—	—	41,962	—	5.25	220,301
	2/23/2017								41,961	—	4.78	200,364
Jeffry R. Keyes	2/28/2017	2/22/2017	39,809	159,235	278,661	—	—	—	26,469	—	5.25	138,962
	2/23/2017								26,468	—	4.78	126,385
Virgil J. Lott	2/28/2017	2/22/2017	19,500	78,000	117,000	—	—	—	11,064	—	5.25	58,086
	2/23/2017								11,064	—	4.78	52,831
Martin B. Shirley	2/28/2017	2/22/2017	19,500	78,000	117,000	—	—	—	11,064	—	5.25	58,086
	2/23/2017								11,064	—	4.78	52,831
Michael Debeauvernet	2/28/2017	2/22/2017	17,160	68,640	102,960	—	—	—	7,302	—	5.25	38,336
	2/23/2017								7,302	—	4.78	34,867

____________________


(1)	The amounts in these columns list the threshold, target and maximum payout under our 2017 Plan. For Messrs. Molchan, Keyes, Lott, Shirley and Debeauvernet, cash bonuses for 2017 under this program were dependent on the achievement of both specified corporate-wide financial objectives and specified individual objectives for each named executive officer.

(2)

All restricted and performance stock units granted in fiscal 2017 were granted pursuant to our 2014 Equity Incentive Award Plan (the “2014 Incentive Plan”). Restricted and performance stock units representing the right to receive, at settlement, Digirad common stock. The restricted stock units granted on February 28, 2017 are scheduled to vest as to 25% of the units on each of February 28, 2018, February 28, 2019, February 28, 2020, and February 28, 2021. For additional information regarding assumptions made in connection with this valuation and the valuation of the performance stock units discussed below, please see Note 9 to our consolidated financial statements found in our Annual Report filed on February 28, 2018. See discussion above under the heading "Elements of Executive Compensation" for additional narrative disclosure regarding long-term incentives.

(3)

The performance stock units granted on February 23, 2017 are scheduled to vest as to 25% of the units on each of February 23, 2018, February 23, 2019, February 23, 2020, and February 23, 2021, subject to the satisfaction of certain performance criteria, which is based on achievement of 90% of budgeted Adjusted EBITDA for the year ended December 31, 2017, as determined and approved by the compensation committee on February 23, 2017. On the basis of performance criteria for the year ended December 31, 2017, 25% of all performance-based units granted in 2015 and 2016 were canceled, and 100% of all performance-based units granted in 2017 were canceled.


(4)	Represents the full fair value at grant date of restricted stock units and stock options computed in accordance with FASB ASC Topic 718.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Molchan, our President and CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

For 2017, our last completed fiscal year:


•	The median of the annual total compensation of all employees of our Company (excluding our CEO) who were employed by us on December 31, 2017 (the last day of our fiscal year) was $68,000.


•	The annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $828,000.


•	Based on this information, for 2017 the ratio of the annual total compensation of Mr. Molchan, our President and CEO, to the median of the annual total compensation of all employees was 12 to 1.

To identify the median of the annual total compensation of all of our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

We determined that, as of December 31, 2017, our employee population consisted of approximately 574 individuals with all of these individuals located in the United States (as reported in Item 1, Business , in our Annual Report filed with the SEC on February 28, 2018). This population consisted of our full-time, part-time, and temporary employees. We did not retain or engage any seasonal workers, independent contractors or similar workers during 2017.


2.	We selected December 31, 2017, which is within the last three months of 2017, as the date upon which we would identify the "median employee" because it enabled us to make such identification in a reasonably efficient and economical manner.

To identify the "median employee" from our employee population, we compared the amount of salary and wages of our employees as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2017. In making this determination, we annualized the compensation of approximately 92 full- and part-time permanent employees who were hired in 2017, or who were on a leave of absence during 2017, and as such did not work for us for the entire fiscal year.


4.	We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. Since all our employees are located in the United States, as is our CEO, we did not make any cost-of-living adjustments in identifying the "median employee."

In order to identify our median employee, we combined all of the elements of employee compensation for 2017 for all our employees in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $68,000. Included in the median employee's annual total compensation was a $1,000 seed contribution to the employee’s Health Saving Account, and a matching contribution to the employee's 401(k) retirement plan of approximately $1,000. Since we do not maintain a defined benefit or other actuarial plan for our employees, our median employee's annual total compensation did not include amounts attributable to these arrangements.


6.	With respect to the annual total compensation of our CEO, we used the amount reported in the "Total" column of our 2017 Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report.

Outstanding Equity Awards at Fiscal Year-End

The following table presents the outstanding equity awards held by each of the named executive officers as of the fiscal year ended December 31, 2017, including the value of the stock awards.



Name			Option Awards					Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units That Have Not Vested ($) (10)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Matthew G. Molchan	02/28/2017	(7)	—	—	—	—	—	41,962	108,262	—	—
	02/23/2017	(6)	—	—	—	—	—	—	—	—	—
	02/01/2016	(5)	10,326	30,980	—	5.12	02/01/2026	25,530	65,867	—	—
	02/01/2015	(4)	—	—	—	—	—	21,674	55,919	—	—
	01/29/2014	(3)	110,000	—	—	3.55	01/29/2021	—	—	—	—
	06/04/2013	(2)	80,000	—	—	2.29	06/04/2020	—	—	—	—
	11/11/2008	(1)	20,000	—	—	0.70	11/11/2018	—	—	—	—

Jeffry R. Keyes	02/28/2017	(7)	—	—	—	—	—	26,469	68,290	—	—
	02/23/2017	(6)	—	—	—	—	—	—	—	—	—
	02/01/2016	(5)	—	17,472	—	5.12	02/01/2026	14,399	37,149	—	—
	02/01/2015	(4)	—	—	—	—	—	10,448	26,956	—	—
	01/29/2014	(3)	40,000	—	—	3.55	01/29/2021	—	—	—	—
	06/04/2013	(2)	40,000	—	—	2.29	06/04/2020	—	—	—	—
	09/06/2012	(2)	112,500	—	—	1.98	09/06/2019	—	—	—	—

Virgil J. Lott	02/28/2017	(7)	—	—	—	—	—	11,064	28,545	—	—
	02/23/2017	(6)	—	—	—	—	—	—	—	—	—
	02/01/2016	(5)	—	7,901	—	5.12	02/01/2026	6,510	16,796	—	—
	02/01/2015	(4)	—	—	—	—	—	7,324	18,896	—	—
	01/29/2014	(3)	40,000	—	—	3.55	01/29/2021	—	—	—	—
	06/04/2013	(2)	40,000	—	—	2.29	06/04/2020	—	—	—	—
	11/11/2008	(1)	13,510	—	—	0.70	11/11/2018	—	—	—	—

Martin B. Shirley	02/28/2017	(7)	—	—	—	—	—	11,064	28,545	—	—
	02/23/2017	(6)	—	—	—	—	—	—	—	—	—
	02/01/2016	(5)	—	6,795	—	5.12	02/01/2026	5,599	14,445	—	—
	02/01/2015	(4)	—	—	—	—	—	6,232	16,079	—	—
	01/29/2014	(3)	40,000	—	—	3.55	01/29/2021	—	—	—	—
	06/04/2013	(2)	40,000	—	—	2.29	06/04/2020	—	—	—	—

Michael Debeauvernet	02/28/2017	(7)	—	—	—	—	—	7,302	18,839	—	—
	02/23/2017	(6)	—	—	—	—	—	—	—	—	—
	02/01/2016	(5)	—	6,953	—	5.12	02/01/2026	5,730	14,783	—	—
	01/01/2016	(8)	—	—	—	—	—	6,666	17,198	—	—

____________________


(1)	1/48th of the total number of shares subject to the option vest monthly.


(2)	25% of the total number of shares subject to option vest on the first anniversary of the grant date, with the remaining shares vesting monthly over 36 months.


(3)	33 1/3% of the total number of shares subject to option vest on the first anniversary of the grant date, with the remaining shares vesting quarterly over 24 months.

(4)

Scheduled to vest as to 25% of the units on each of February 1, 2016, February 1, 2017, February 1, 2018 and February 1, 2019, with vesting of 50% of each such Restricted Stock Unit tranche to be further subject to the satisfaction of certain performance criteria to be determined and approved by the compensation committee with respect to each such period. These units are shown net of 25% of the performance-based units that were deemed not to be earned and were canceled as of December 31, 2017.

(5)

Scheduled to vest as to 25% of the units on each of February 1, 2017, February 1, 2018, February 1, 2019, and February 1, 2020, with vesting of 50% of each such Restricted Stock Unit tranche to be further subject to the satisfaction of certain performance criteria to be determined and approved by the compensation committee with respect to each such period. These units are shown net of 25% of the performance-based units that were deemed not to be earned and were canceled as of December 31, 2017.

(6)

Scheduled to vest as to 25% of the units on each of February 28, 2018, February 28, 2019, February 28, 2020, and February 28, 2021, subject to the satisfaction of achievement of 90% of budgeted Adjusted EBITDA for the year ended December 31, 2017, as determined and approved by the compensation committee on February 23, 2017. On the basis of performance criteria for the year ended December 31, 2017, 100% of all performance-based units granted in 2017 were canceled. The number shown is net of canceled performance-based restricted stock units that were deemed not to be earned and were canceled as of December 31, 2017. The amount of canceled PSUs granted in 2017 was 41,961 units, 26,468 units, 11,064 units, 11,064 units, and 7,302 units, for Mr. Molchan, Mr. Keyes, Mr. Lott, Mr. Shirley, and Mr. Debeauvernet, respectively.


(7)	Scheduled to vest as to 25% of the units on each of February 28, 2018, February 28, 2019, February 28, 2020, and February 28, 2021.


(8)	Scheduled to vest as to 33 1/3% of the units on each of January 1, 2017, January 1, 2018, and January 1, 2019.


(9)	Represents the number of unvested, non-canceled and unearned restricted stock units multiplied by the closing price of shares on December 31, 2017.

Option Exercises and Stock Vested in Fiscal 2017

The following table shows for the fiscal year ended December 31, 2017, certain information regarding option exercises and stock vested during the last fiscal year with respect to the named executive officers:



	Option Awards		Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($) (1)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (2)
Matthew G. Molchan	—	—	24,660	122,067
Jeffry R. Keyes	—	—	12,724	62,984
Virgil J. Lott	6,490	11,844	7,486	37,056
Martin B. Shirley	—	—	6,394	31,650
Michael Debeauvernet	—	—	5,625	28,010


(1)	Value realized on exercise is based on the fair market value of our common stock on the date of exercise minus the exercise price and does not necessarily reflect the proceeds actually received by the named executive officer.


(2)	Value realized on vesting is based on the closing price of our common stock on the date of vesting.

Pension Benefits

None of our named executive officers participates in or has account balances in qualified or non-qualified defined benefit plans sponsored by us.

Nonqualified Deferred Compensation

None of our named executive officers participates in or has account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us.

Potential Payments Upon Termination or Change of Control

Matthew G. Molchan

We entered into an employment agreement with Mr. Molchan on May 1, 2007, as amended on August 7, 2010. Pursuant to that employment agreement, Mr. Molchan would receive six months of severance at his then current salary, and any accrued but unpaid performance bonus.

If Mr. Molchan would have been terminated without cause at December 31, 2017 or if Mr. Molchan would have resigned for good reason, Mr. Molchan would have been entitled to receive (i) severance payments of $207,600 and (ii) a prorated amount of any earned performance bonus payable at the time of his termination date.