BIOCLINICA, INC.

826 Newtown-Yardley Road

Newtown, Pennsylvania  18940

To Our Stockholders:

You are most cordially invited to attend the 2012 Annual Meeting of Stockholders of BioClinica, Inc. at 11:00 A.M., local time, on May 16, 2012, at the Company’s principal executive offices at 826 Newtown-Yardley Road, Newtown, Pennsylvania  18940.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the meeting.

It is important that your shares be represented at this meeting to ensure the presence of a quorum. Whether or not you plan to attend the meeting, we hope that you will have your shares represented by signing, dating and returning your proxy in the enclosed envelope, which requires no postage if mailed in the United States, as soon as possible.  Your shares will be voted in accordance with the instructions you have given in your proxy.

Thank you for your continued support.

BIOCLINICA, INC.

826 Newtown-Yardley Road

Newtown, Pennsylvania  18940

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 16, 2012

The Annual Meeting of Stockholders, or Meeting, of BioClinica, Inc., a Delaware corporation, or the Company, will be held at our principal executive offices at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940, on May 16, 2012, at 11:00 A.M., local time, for the following purposes:

(1)                                 To elect nine directors to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified;

(2)                                 To approve an amendment to the 2010 Stock Incentive Plan that will increase the number of shares of the Company’s common stock available for issuance under the plan by an additional 500,000 shares;

(3)                                 To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012; and

(4)                                 To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Holders of our common stock, $0.00025 par value per share, of record at the close of business on March 30, 2012 are entitled to notice of and to vote at the Meeting, or any adjournment or adjournments thereof.  A complete list of such stockholders will be open to the examination of any stockholder at our principal executive offices at 826 Newtown-Yardley Road, Newtown, Pennsylvania for a period of 10 days prior to the Meeting and will be available for examination at the Meeting.  The Meeting may be adjourned from time to time without notice, other than by announcement at the Meeting.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU MAY HOLD.  WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE.  THE PROMPT RETURN OF PROXIES WILL ENSURE A QUORUM AND SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION.  EACH PROXY GRANTED MAY BE REVOKED BY THE STOCKHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS VOTED.  IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY CARD SHOULD BE SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON MAY 16, 2012.

In accordance with rules approved by the Securities and Exchange Commission, we are providing this notice to our stockholders to advise them of the availability on the Internet of our proxy materials related to our annual meeting. The rules allow companies to provide access to proxy materials in one of two ways. Because we have elected to utilize the “full set delivery” option, we are delivering our proxy materials to our stockholders under the “traditional” method, by providing paper copies, as well as providing access to our proxy materials on a publicly accessible Web site.

Our proxy statement and proxy are enclosed along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which is being provided as our Annual Report to Stockholders.  These materials are also available on the web site www.proxyvote.com.

Our 2011 Annual Report accompanies this Proxy Statement.

BIOCLINICA, INC.

826 Newtown-Yardley Road

Newtown, Pennsylvania  18940

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of BioClinica, Inc., a Delaware corporation, referred to as the Company or BioClinica, we, us or our, of proxies to be voted at the Annual Meeting of Stockholders of BioClinica to be held on May 16, 2012, referred to as the Meeting, at the Company’s principal executive offices at 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940, at 11:00 A.M., local time, and at any adjournment or adjournments thereof.  Holders of record of common stock, $0.00025 par value, referred to as our common stock, as of the close of business on March 30, 2012, will be entitled to notice of and to vote at the Meeting and any adjournment or adjournments thereof. As of that date, there were 15,662,259 shares of common stock issued and outstanding and entitled to vote.  Each share of common stock is entitled to one vote on any matter presented at the Meeting. The aggregate number of votes entitled to be cast at the Meeting is 15,662,259.

If proxies in the accompanying form are properly executed and returned, the shares of common stock represented thereby will be voted in the manner specified therein.  If not otherwise specified, the shares of common stock represented by the proxies will be voted:  (i) FOR the election of the nine nominees named below as directors; (ii) FOR the approval to amend the 2010 Stock Incentive Plan; (iii) FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2012; and (iv) in the discretion of the persons named in the enclosed form of proxy, on any other proposals which may properly come before the Meeting or any adjournment or adjournments thereof.  Proxies that are executed but undesignated may be voted by the Company, but may not be voted by brokers with respect to: (i) the election of the nine nominees named below as directors and (ii) the amendment of the Company’s 2010 Stock Incentive Plan, without instructions from the beneficial owner as to how such shares of common stock represented thereon will be voted.  Any stockholder who has submitted a proxy may revoke it at any time before it is voted, by written notice addressed to and received by the Secretary of BioClinica, by submitting a duly executed proxy bearing a later date or by electing to vote in person at the Meeting.  The mere presence at the Meeting of the person appointing a proxy does not, however, revoke the appointment.

The presence, in person or by proxy, of holders of shares of common stock having, in the aggregate, a majority of the votes entitled to be cast at the Meeting shall constitute a quorum.  The affirmative vote by the holders of a plurality of the shares of common stock represented at the Meeting is required for the election of directors (proposal one), provided a quorum is present in person or by proxy.  Provided a quorum is present in person or by proxy, proposal two and proposal three require the approval of the affirmative vote of a majority of the shares represented in person or by proxy at the Meeting and entitled to vote thereon.

Abstentions are included in the shares present at the Meeting for purposes of determining whether a quorum is present, and are counted as a vote against for purposes of determining whether a proposal is approved. Broker non-votes (when shares are represented at the Meeting by a proxy conferring only limited authority to vote on certain matters and no authority to vote on other matters) are

included in the determination of the number of shares represented at the Meeting for purposes of determining whether a quorum is present but are not counted for purposes of determining whether a proposal has been approved and thus have no effect on the outcome.  Brokers may vote on proposal three in their discretion but may only vote on proposals one and two as directed by the beneficial owner of the shares of common stock voted thereon.

This Proxy Statement, together with the related proxy card, is being mailed to our stockholders on or about April 9, 2012.  The Annual Report to Stockholders of BioClinica for the fiscal year ended December 31, 2011, or fiscal 2011, including financial statements, referred to as the Annual Report, is being mailed together with this Proxy Statement to all stockholders of record as of March 30, 2012.  In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of the Annual Report so that such record holders could supply such materials to beneficial owners as of March 30, 2012.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON MAY 16, 2012.

This Proxy Statement and accompanying notice, proxy card and Annual Report are available on the web site www.proxyvote.com.

PROPOSAL ONE: ELECTION OF DIRECTORS

At the Meeting, nine directors are to be elected, which number shall constitute our entire Board of Directors, to hold office until the next Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified.

All of the persons whose names and biographies appear below are at present directors of BioClinica.  In the event any of the nominees should become unavailable or unable to serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors.  The Board of Directors has no reason to believe that the nominees named will be unable to serve if elected.  Each of the nominees has consented to being named in this Proxy Statement and to serve if elected.

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The following are the nominees for election to the Board of Directors:

(1)         Covance Inc. has nominated Mr. Repko as their director nominee for fiscal 2012.

Director Experience, Qualifications, Attributes and Skills

We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities. The Board of Directors is composed of a diverse group of leaders in their respective fields. Many of the current directors have leadership experience at major domestic and international companies with operations inside and outside the United States, as well as experience on other companies’ boards, which provides an understanding of different business processes, challenges and strategies. Further, the Company’s directors also have other experience that makes them valuable members, such as pharmaceutical/bio-technology or industry related experience that provides insight into issues faced by us.

The principal occupations, for at least the past five years, certain experience, qualifications, attributes and skills of each director and nominee are as follows:

Dr. Nowicki has been a director of BioClinica since July 1998 and was appointed Chairman of the Board of Directors of BioClinica in October 1999.  Dr. Nowicki has had a private practice in periodontics and dental implants since September 1981.  Dr. Nowicki received his DMD from the University of Medicine and Dentistry of New Jersey in 1976.  He completed his postdoctoral training in Periodontology in 1978 and later served on the postgraduate faculty of the University of Medicine and Dentistry of New Jersey as an associate clinical professor and lecturer for 13 years. He has served as President and Executive Board member, of a large single facility YMCA, serving over 5,000 members,

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establishing partnerships with counterparts in Russia. He has served on the boards of several other non-profit and community service organizations implementing the principles of Board Policy Governance.  He has lectured nationally about periodontology, computer imaging for implant surgery, and systems thinking in health care.  Dr. Nowicki’s medical background and knowledge of the healthcare industry is beneficial in helping evaluate strategic direction. In addition, Dr. Nowicki provides insight for best practices in corporate governance to the Board of Directors and facilitates effective communication between the Board of Directors and Management.

Mr. Weinstein has been a director of BioClinica since March 1998 and has served as the President and Chief Executive Officer of BioClinica since February 1998.  Mr. Weinstein also served as the Chief Financial Officer of BioClinica from January 31, 2000 to February 18, 2003.  Mr. Weinstein joined BioClinica in June 1997 as Senior Vice President, Sales and Marketing and was appointed Interim Chief Executive Officer in December 1997.  Prior to joining BioClinica, from September 1996 to May 1997, he was the Chief Operating Officer of Internet Tradeline, Inc., an internet-based electronic solutions provider.  From July 1991 to August 1996, Mr. Weinstein worked for Medical Economics Company, an international health care information company and wholly-owned division of The Thomson Corporation.  He held several senior management positions at Medical Economics Company with his last position being President and Chief Operating Officer of the International Group.  Mr. Weinstein received his MBA from College of William and Mary and his Bachelor’s degree in Economics from University of Virginia.  Mr. Weinstein brings a tremendous knowledge regarding BioClinica from a short and long term strategic perspective and from a day-to-day operational perspective.  Mr. Weinstein serves as a conduit between the Board of Directors and management and oversees management’s efforts to realize the Board of Director’s strategic goals.

Dr. Berg has been a director of BioClinica since January 1994, and is currently the President of Health Care Insights, a healthcare research and consulting firm.  Dr. Berg has been President of Health Care Insights since March 1991.  From February 2004 until April 2005, he was the Director of Medical Technology for Crystal Research Associates.  He was an analyst for HCFP/Brenner Securities from May 2002 to January 2004.  From September 1995 to May 2002, Dr. Berg was a senior research analyst for MH Meyerson, a brokerage firm.  While President of Health Care Insights, from January 1994 to June 1995, Dr. Berg also served as a financial analyst for GKN Securities Corp., an investment banking firm which served as the underwriter in the Company’s June 1992 public offering, and was a financial analyst from March 1992 until December 1992 for The Chicago Corporation, a brokerage firm.  For the past 16 years, Dr. Berg has been a Contributing Editor to the Biomedical Business & Technology newsletter, published by AHC Media.  Dr. Berg received a PhD in organic chemistry from New York University’s Graduate School of Arts and Science and a MBA from its Graduate School of Business Administration.  He has a Bachelor’s degree from Yeshiva College.  Dr. Berg has served as a director of BioClinica for over 18 years, allowing him to understand the challenges and opportunities BioClinica has faced and will face in the future.  Dr. Berg’s experience as a consultant and analyst in the healthcare industry is beneficial to the Board of Directors.

Mr. Coyne has been a director of BioClinica since May 2011.  Mr. Coyne has served as a director of Akamai Technologies, Inc. since November 2001.  Mr. Coyne was named their Lead Director in May 2003.  Between 1995 and his retirement in July 2003, Mr. Coyne served in a variety of senior management positions at the Eastman Kodak Company, which develops, manufactures and markets imaging products and services in the healthcare and consumer markets.  Mr. Coyne most recently served as Group Executive, Photography Group, and Executive Vice President of Eastman Kodak.  He also served as President of the Kodak Health Imaging Group.  Mr. Coyne currently serves on the boards of directors of two private companies, Urovalve Inc. and RockTech.  He is President and CEO of the New Jersey Chapter of the National Association of Corporate Directors. In the past, he

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has been a director of OpenPages Inc., Avecia Group Ltd and Chairman of the Board of Welch Allyn.  Mr. Coyne’s long experience at Eastman Kodak and as a director in multiple companies has enabled him to provide meaningful advice on operational issues, strategy and CEO succession planning to management and other members of boards of directors as they address considerations for overseeing and guiding a complex and evolving organization.  Mr. Coyne has extensive experience and insight into the oversight of risk management and corporate governance, succession planning and executive development issues, which enhances the ability of the Board of Directors to fulfill its fiduciary role.  Over the course of his nearly 10 years of service on various boards, he has demonstrated invaluable skill in taking a primary role in ensuring strong corporate governance and effective communication among directors and between the Board of Directors and senior management. Mr. Coyne earned a B.S. degree in Pharmacy from Fordham University and an M.B.A. from Fairleigh Dickinson University and has also attended the Advanced Management Program at the Wharton School of Business.  Mr. Coyne provides relevant management and corporate governance experience for service on the Board of Directors.

Mr. Davidoff has been a director of BioClinica since May 2004 and has operated his own tax practice, as both a certified public accountant and tax attorney, since 1981. He served as President of the American Association of Attorney-Certified Public Accountants (AAA-CPA), is founder of the Internal Revenue Service (IRS) Tax Liaison Committee and is the Chair for the IRS Liaison Sub-Committee on Legislative Affairs for the AAA-CPA. As a member of the American Institute of Certified Public Accountant’s (AICPA) Tax Division, he has served on their Tax Legislative Liaison Committee. He completed two years on the Executive Committee of the New Jersey Society of Certified Public Accountants (NJSCPA), having served as the organization’s Secretary and as Vice President for Taxation and Legislation. Mr. Davidoff has also served as President of the Middlesex/Somerset chapter of the NJSCPA and as the chairman of the NJSCPA Federal Taxation and Membership Committees. He is a member of the tax section of the New Jersey Bar Association. In 1995, Mr. Davidoff was appointed by then Governor Christine Todd Whitman to the White House Conference on Small Business. Among the honors he has received are the 1998/1999 New Jersey Society of CPAs Distinguished Service Award for his dedicated service and commitment to the Society; the SBA 1997 Accountant Advocate of the Year for New Jersey and Region II (New York, New Jersey, Virgin Islands, and Puerto Rico); and the 1998 Nicholas Maul Leadership Award from the Middlesex County Regional Chamber of Commerce. Selected as one of the 2004, 2005, 2006, 2007, 2008, 2009 and 2010 Top 100 Most Influential People in Accounting by Accounting Today, the editions noted that “Davidoff’s views on issues affecting tax practice are heard at the highest levels of government.” CPA Magazine has also chosen Mr. Davidoff as one of the Top 50 IRS Practitioners of 2008 in their April/May 2008 edition and one of the Top 40 Tax Advisors To Know During a Recession in their April/May 2009 edition. Mr. Davidoff received his undergraduate degree from Massachusetts Institute of Technology, MBA from Boston University Graduate School of Management, and a JD from the Washington University School of Law. Mr. Davidoff is a certified public accountant and as such, the Board has designated Mr. Davidoff as an “audit committee financial expert” pursuant to SEC rules and NASDAQ listing standards. Mr. Davidoff provides advice to the Board of Directors regarding accounting and tax issues.

Ms. LoCastro has been a director of BioClinica since May 2011.  Ms. LoCastro is CEO of MLoCastro Consulting LLC and provides women’s leadership training and coaching to professional services firms.  She serves as a Senior Advisor in Alvarez & Marsal’s Private Equity Services — Operations Group, Montclair State University’s Foundation and College of Business, Executive Women of New Jersey (EWNJ) and New Jersey Society of Certified Public Accountants (NJSCPA) Magazine Editorial Boards, as well as served on the NJSCPA Executive Committee. She has over 35 years of experience working with CEOs and CFOs providing accounting solutions, software package implementations, business process improvement and management reporting solutions.  She was the

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Associate and Managing Partner of the NY office of Tatum, LLP from September 2007 to December 2008, the Managing Director of Solomon Edwards Group NJ office from April 2006 to July 2007, and has held Partner roles with Deloitte LLP, JH Cohn LLP, Arthur Andersen LLP and Ernst & Young LLP.  She was the first woman partner at JH Cohn, Arthur Andersen and Ernst & Young in their NJ offices. Ms. LoCastro is a recipient of Business News New Jersey Leader Recognition Award and was honored by EWNJ — Salute to the Policy Makers, New Jersey Association of Women Business Owners Salute to Women Leaders; Ten Years of Excellence Award, YWCA of Essex/West Hudson Business Woman of the Year Award, SBA Accountant Advocate of the Year Award in 2000, Women’s Fund of NJ Award for Outstanding Achievement in the Field of Technology, the New Jersey Society of Certified Public Accountants (NJSCPA) with its 2006 Service Award, Garden State Woman of the Year Professional Services Award for 2006, CIANJ recognition as a Women of Influence in NJ in 2006, NJBIZ New Jersey’s Best 50 Women in Business for 2007, and Montclair State University as the first group of Alumni to be selected for honorary membership in Beta Gamma Sigma, the international honor society for collegiate schools of business in recognition for personal achievement in 2008.  She received her undergraduate degree from Montclair State University in Mathematics and her MBA from Fairleigh Dickinson University in Accounting and Taxation.  Ms. LoCastro is a member of the Board of the Directors of the publicly traded biopharmaceutical company Immunomedics, Inc. (Nasdaq: IMMU).  The Board of Directors has designated Ms. LoCastro as an “audit committee financial expert” pursuant to SEC rules and NASDAQ listing standards.

Dr. Adeoye Olukotun has been a director of BioClinica since August 2008. Since January 2006, Dr. Olukotun is the Chief Executive Officer of CardioVax Inc., a biotechnology company focused on developing innovative cardiovascular therapies. In September 2004, Dr. Olukotun co-founded VIA Pharmaceuticals and served as the Chief Medical Officer from the company’s formation until December 2008. He is a Board Certified Cardiologist and has more than 25 years of experience in clinical research and drug development in the pharmaceutical industry. Dr. Olukotun has been instrumental in the submission of more than 14 New Drug Applications, Premarket Authorization Applications, and 510k Applications. He has published more than 50 articles in peer-reviewed scientific journals. Before CardioVax and VIA, Dr. Olukotun founded CR Strategies, LLC, a clinical research and development consulting firm in Princeton, NJ, and served as its Chief Executive Officer from 2000 to 2003. He also was Chief Medical Officer of Esperion Therapeutics, Inc., a cardiovascular drug development company, until its acquisition by Pfizer in 2004. From 1996 to 2000, Dr. Olukotun was Vice President of Medical and Regulatory Affairs and Chief Medical Officer of Mallinckrodt, Inc. Prior to joining Mallinckrodt, Dr. Olukotun spent 14 years at Bristol-Myers Squibb Company, where he served as Vice President of two divisions focused on cardiovascular research, and was involved in the clinical development of several cardiovascular and lipid-regulating agents. Dr. Olukotun received his MD degree from Albert Einstein College of Medicine, New York and obtained a MPH degree from Harvard University School of Public Health, Boston. He is a Fellow of the American College of Cardiology as well as the American Heart Association. He is a member of the Boards of Directors of the publicly traded biotechnology company Nordion, Inc. (TSX: NDN) (NYSE: NDX).  Dr. Olukotun brings to the Board of Directors experience in the pharmaceutical industry along with his knowledge of the drug development process. This experience and knowledge, together with his medical training, provide value for service on the Board of Directors.

Mr. Parker has been a director of BioClinica since November 2010.  Mr. Parker served as President of KeySpan Energy’s Energy Delivery & Customer Relationship Group and CEO of KeySpan Services, Inc. from 2001 to 2007, during which period he oversaw operations that generated over $5 billion in revenue and managed assets in excess of $12 billion. He has broad-based experience in regulatory affairs, operations management, sales and marketing, engineering, customer relations and human resources. Mr. Parker has a comprehensive management background, having been with KeySpan

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Energy from 1971 to 2007, where he was promoted to positions of increasing responsibilities. KeySpan Energy, which was one of the largest energy companies in the United States, was acquired by National Grid in 2007. Mr. Parker is a cum laude graduate of Lehigh University and also completed the Harvard Business School Advanced Management Program. He is active in several business, civic and not-for-profit organizations. Among those organizations are First Community Bank, where he serves on the Board and is Chair of the Marketing and Compensation Committees, Centenary College, New York City Relief and Cancer Hope Network, where he is Chairman and CEO. He has won numerous awards during his career, and was inducted into the American Gas Association “Hall of Fame” for industry marketing contributions.  Mr. Parker’s extensive management and financial experience provides the Board of Directors with valuable business and management guidance.  The Board of Directors has designated Mr. Parker as an “audit committee financial expert” pursuant to SEC rules and NASDAQ listing standards.

Mr. Repko has been a director of BioClinica since May 2011.  Mr. Repko is Corporate Senior Vice President and Chief Information Officer at Covance Inc. and has overall responsibility for the Covance Global IT organization. He serves as a member of the Covance Executive Committee and Chairs the Covance IT Investment Committee and the IT Executive Committee.  He reports to the Chairman and Chief Executive Officer of Covance Inc.  Mr. Repko joined Covance in March 2003 as Vice President, Global Applications. In that role, he organized and led the centralization and globalization of Application Development, Application Support, and Quality Control across Covance.  He was promoted to his current position in January 2006.  Prior to joining Covance, Mr. Repko served as Senior Vice President & Chief Information Officer at GE American Communications - A Division of GE Capital, and a Senior Auditor and CPA at Ernst and Young. Mr. Repko received a Master’s degree in Business Administration and Information Technology from Drexel University, and holds a Bachelor’s degree in Accounting from Villanova University. He is trained and certified as a GE Six Sigma Master Black Belt.  Mr. Repko is the Covance nominee to our Board of Directors. His position at Covance and his knowledge of the clinical trials business provide relevant management and industry experience for service on the Board of Directors.

None of our directors is related to any other director or to any of our executive officers, and none of our executive officers serves as a member of the board or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee.

Under a prior stock purchase agreement, we had agreed to take all actions necessary to nominate and cause the election to the Board of Directors of up to three designees of Covance, Inc., a substantial stockholder of BioClinica.  Such obligation terminates at such time as Covance owns less than 200,000 shares of our common stock.  Covance has designated Mr. Repko as its only nominee for director for the 2012 fiscal year.  Covance has reserved all rights under its agreement with BioClinica for subsequent years.

The Board of Directors recommends that Stockholders vote FOR each of the nominees for the Board of Directors.

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Corporate Governance Guidelines

Our Board of Directors has long believed that good corporate governance is important to ensure that we are managed for the long-term benefit of our stockholders.  During the past year, our Board of Directors has continued to review our governance practices in light of the Sarbanes-Oxley Act of 2002, the new rules and regulations of the Securities and Exchange Commission, or the SEC, and the new listing standards of the NASDAQ Stock Market, LLC, or NASDAQ.

Our corporate governance guidelines provide that directors are expected to attend the Annual Meeting of Stockholders.  All of the directors attended the 2011 Annual Meeting of Stockholders.

Our Board of Directors has adopted corporate governance guidelines to assist it in the exercise of its duties and responsibilities and to serve the best interests of BioClinica and its stockholders.  These guidelines, which provide a framework for the conduct of the Board of Directors’ business, include that:

·                                          the principal responsibility of the directors is to oversee the management of BioClinica;

·                                          a majority of the members of the Board of Directors shall be independent directors;

·                                          the independent directors meet regularly in executive session;

·                                          directors have full and free access to management and, as necessary and appropriate, independent advisors;

·                                          new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and

·                                          at least annually, the Board of Directors and its committees will conduct a self-evaluation to determine whether they are functioning effectively.

Board Determination of Independence

Under NASDAQ rules, a director will only qualify as an “independent director” if, in the opinion of our Board of Directors, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  Our Board of Directors has determined that each of Dr. Berg, Mr. Coyne, Mr. Davidoff, Ms. LoCastro, Dr. Nowicki, Dr. Olukotun, Mr. Parker and Mr. Repko do not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 5605(a)(2) of the NASDAQ Marketplace Rules.

Committees and Meetings of the Board of Directors

There were five (5) regular in person meetings and two (2) special teleconference meetings of the Board of Directors during fiscal 2011.  During this period, each member of the Board of Directors attended more than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which such person has been a director); and (ii) the total number of meetings held by all committees of the Board of Directors on which each such director served (during the periods such director served).

The Board of Directors has three standing committees — the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee — each of which operates under a charter that has been approved by the Board of Directors.

Audit Committee.  The primary responsibilities of the Audit Committee, as more fully set forth in the Audit Committee Charter adopted on September 1, 2000, as amended and restated on February 5, 2003,

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March 26, 2004 and December 13, 2011 and as previously provided and posted on our website at www.bioclinica.com include:

·                                          appointing, approving the compensation of, and assessing the independence of, our independent registered public accounting firm;

·                                          overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from our independent registered public accounting firm;

·                                          reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

·                                          monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

·                                          overseeing our internal audit function;

·                                          discussing our risk management policies;

·                                          establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

·                                          meeting independently with our internal auditing staff, independent registered public accounting firm and management; and

·                                          preparing the audit committee report required by SEC rules, which is included on page 14 of this proxy statement.

During fiscal 2011, the Audit Committee had been, and is currently, comprised of David E. Nowicki, D.M.D., Chairman of the Audit Committee, E. Martin Davidoff, CPA, Esq., Marcello LoCastro, CPA, CITP and Wallace P. Parker.  The Audit Committee held five (5) regular in person meetings and one (1) teleconference meeting in fiscal 2011.

Each Audit Committee member is an independent member of the Board of Directors as defined under NASDAQ rules, including the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.  As an independent director of our Board of Directors, each Audit Committee member is not an officer or employee of BioClinica or its subsidiaries and does not have a relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  In addition, the Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act.

Our Board of Directors has determined that Mr. Davidoff, Ms. LoCastro and Mr. Parker, current directors and members of the Audit Committee, are each an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

Compensation Committee.  The primary responsibilities of the Compensation Committee, as more fully set forth in the Compensation Committee Charter adopted on March 26, 2004, amended and restated on October 28, 2009, and as previously provided and posted on our website at www.bioclinica.com include:

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·                                          annually reviewing and approving corporate goals and objectives relevant to CEO compensation;

·                                          reviewing and approving, or recommending for approval by the Board of Directors, the salaries and incentive compensation of our executive officers;

·                                          administering our 2010 Stock Incentive Plan; and

·                                          reviewing and making recommendations to the Board of Directors with respect to director compensation.

During fiscal 2011, the Compensation Committee had been, and is currently, comprised of Wallace P. Parker, Jr., Chairman of the Compensation Committee, Jeffrey H. Berg, Ph.D., Martin M. Coyne and Adeoye Y. Olukotun, M.D., M.P.H.  The Compensation Committee held three (3) regular in person meetings and two (2) teleconference meetings in fiscal 2011.  The members of the Committee are independent, as independence for Compensation Committee members is defined under the NASDAQ rules, and are deemed to be non-employee directors for purposes of Section 162(m) of the Code and Rule 16b-3 of the Exchange Act.

Nominating and Corporate Governance Committee.  The primary responsibilities of the Nominating and Corporate Governance Committee, as more fully set forth in the Nominating and Corporate Governance Committee Charter adopted on March 26, 2004, amended and restated on December 19, 2011, and as previously provided and posted on our website at www.bioclinica.com include:

·                                          identifying individuals qualified to become members of our Board of Directors;

·                                          evaluating and recommending to the Board of Directors the persons to be nominated for election as directors at any meeting of stockholders and each of our Board of Director’s committees;

·                                          reviewing and making recommendations to our Board of Directors with respect to management succession planning;

·                                          developing and recommending to the Board of Directors a set of corporate governance principles applicable to BioClinica; and

·                                          overseeing the evaluation of the Board of Directors.

During fiscal 2011, the Nominating and Corporate Governance Committee had been, and is currently, comprised of David E. Nowicki, D.M.D., Chairman of the Nominating and Corporate Governance Committee, and Martin M. Coyne.  Both members of the Committee are independent, as independence for Nominating and Corporate Governance Committee members is defined under the NASDAQ rules.  There were four (4) meetings held during fiscal 2011.

Compensation Committee Interlocks and Insider Participation

Except for Mr. Weinstein, none of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee. None of the members of our Compensation Committee has ever been our employee or one of our officers.

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Director Candidates

The process followed by the Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to Board of Directors members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and the Board of Directors.  The Nominating and Corporate Governance Committee nominated each of the foregoing nominees to our Board of Directors, other than Mr. Repko who was designated by Covance Inc.

In considering whether to recommend any particular candidate for inclusion in the Board of Directors’s slate of recommended director nominees, the Nominating and Corporate Governance Committee will apply the criteria contained in the Nominating and Corporate Governance Committee’s charter.  These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, age, diversity, experience, diligence, conflicts of interest and the ability to act in the interests of all stockholders.  The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee.  In addition, although we do not have a formal diversity policy, diversity is one of the criteria for nomination.  We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities.

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than $2,000 in market value, or 1% of our common stock for at least one year as of the date such recommendation is made, to: Nominating and Corporate Governance Committee, c/o Corporate Secretary, BioClinica, Inc., 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940.  Assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Board of Directors Leadership Structure and Role in Risk Oversight

The Board of Directors evaluates its leadership structure and role in risk oversight on an ongoing basis. The Company’s Board of Directors leadership structure has separated the Chairman of the Board of Directors and President and Chief Executive Officer roles into two positions.  Currently, David E. Nowicki, D.M.D. is the Chairman of the Board of Directors and Mark L. Weinstein is the President and Chief Executive Officer.  The Board of Directors determines what leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the Company or other relevant factors. After considering these factors, the Board of Directors determined that continuing to separate the positions of Chairman of the Board of Directors and President and Chief Executive Officer is the appropriate Board of Directors leadership structure at this time.

The Board of Directors is also responsible for oversight of the Company’s risk management practices while management is responsible for the day-to-day risk management processes. This division

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of responsibilities is the most effective approach for addressing the risks facing the Company, and the Company’s Board of Directors leadership structure supports this approach. The Board of Directors receives periodic reports from management regarding the most significant risks facing the Company. In addition, the Audit Committee assists the Board of Directors in its oversight role by receiving periodic reports regarding the Company’s risk and control environment.  Furthermore, the Compensation Committee and Audit Committee work together to review any potential short-term or long-term risks as a result of the current decisions of the Company’s management.

Communicating with the Directors

Our Board of Directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate.  The Chairman of the Board of Directors, with the assistance of our outside counsel, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.  Under procedures approved by a majority of the independent directors, communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the Chairman considers to be important for the directors to know.  In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which the Company tends to receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to the Board of Directors should address such communications to: Board of Directors c/o Corporate Secretary, BioClinica, Inc., 826 Newtown-Yardley Road, Newtown, Pennsylvania 18940.

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Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or corporate controller, or persons performing similar functions.  Our Code of Business Conduct and Ethics contains written standards designed to deter wrongdoing and to promote:

·                                          honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·                                          full, fair, accurate, timely, and understandable disclosure in reports and documents filed with the SEC;

·                                          compliance with applicable governmental laws, rules and regulations;

·                                          the prompt internal reporting of violations of our Code of Business Conduct and Ethics to an appropriate person or persons identified in our Code of Business Conduct and Ethics; and

·                                          accountability for adherence to our Code of Business Conduct and Ethics.

Each of our employees, officers and directors completed a signed certification to document his or her understanding of and compliance with our Code of Business Conduct and Ethics.  A copy of our Code of Business Conduct and Ethics may be obtained from our website at www.bioclinica.com.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee has furnished the following report:

To the Board of Directors of BioClinica, Inc.:

The Audit Committee of our Board of Directors is currently composed of four members and acts under a written charter adopted on September 1, 2000, and amended and restated on February 5, 2003, March 26, 2004 and December 13, 2011.  The current members of the Audit Committee are independent directors, as defined by its charter and the rules of the NASDAQ Global Market, and possess the financial sophistication required by such charter and rules.  The Audit Committee held six meetings during fiscal 2011.

Management is responsible for our financial reporting process including its system of internal controls and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. Our independent registered public accounting firm is responsible for auditing those financial statements.  The Audit Committee’s responsibility is to monitor and review these processes.  As appropriate, the Audit Committee reviews and evaluates, and discusses with our management and our independent registered public accounting firm, the following:

·                                          the plan for, and the independent registered public accounting firm’s report on, each audit of our financial statements;

·                                          the independent registered public accounting firm’s review of our unaudited interim financial statements;

·                                          our financial disclosure documents, including all financial statements and reports filed with the Securities and Exchange Commission or sent to stockholders;

·                                          our management’s selection, application and disclosure of critical accounting policies;

·                                          changes in our accounting practices, principles, controls or methodologies;

·                                          significant developments or changes in accounting rules applicable to us; and

·                                          the adequacy of our internal controls and accounting and financial personnel.

The Audit Committee discussed with the independent registered public accountants the matters required to be discussed by Statement of Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. These standards require our independent registered public accounting firm to discuss with our Audit Committee, among other things, the following:

·                                          methods used to account for significant unusual transactions;

·                                          the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;

·                                          the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates; and

·                                          disagreements with management over the application of accounting principles, the basis for management’s accounting estimates and the disclosures in the financial statements.

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The Audit Committee received from the independent registered public accountants the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountants’ communications with the Audit Committee concerning independence, discussed their independence with them and satisfied itself as to the independence of the independent registered public accountants. The Audit Committee also considered whether our independent registered public accounting firm’s provision of certain other non-audit related services to the Company is compatible with maintaining our auditors’ independence.

Based on our discussions with management and our independent registered public accounting firm, and our review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to our Board of Directors of directors that the audited financial statements referred to above be included in our Annual Report on Form 10-K for the year ended December 31, 2011.

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COMPENSATION OF DIRECTORS

The following table sets forth the compensation paid by us to each non-employee member of the Board of Directors for the 2011 fiscal year.  Executive officers who also serve on the Board of Directors do not receive any additional compensation for such service.

2011 Director Compensation

(a)                                 Mr. Repko, as the representative of Covance, Inc., declined and was not paid any compensation for his board service in the 2011 fiscal year.  Mr. Repko would have earned fees of $25,000 in cash and restricted stock units with a grant date fair value of $52,800 had he not declined such compensation.

(b)                                 Represents the cash retainer fees earned for service on the Board of Directors and Board of Directors committees during the 2011 fiscal year.

(c)                                  Represents the grant-date fair value of the restricted stock units awarded to each non-employee director (other than Mr. Repko who did not receive any restricted stock unit awards) during the 2011 fiscal year.  The applicable grant-date fair value of each award was determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) and accordingly was calculated by multiplying the number of shares of our common stock subject to the award by the $5.28 fair market value per share of our common stock on the award date, without any adjustment for estimated forfeitures related to such service vesting.  These amounts reflect the Company’s accounting expense and do not correspond to the actual value that will be realized by each non-employee director.  For information on the valuation assumptions, refer to Note 9 — Stock Based Compensation of the Notes to Financial Statements in our 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2012.  For further information concerning such equity awards, see the section below entitled  “Equity Compensation.”

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(d)                                 The aggregate number of restricted stock units and stock option awards outstanding at December 31, 2011 for our non-employee directors were:

General.   The compensation program for non-employee directors is designed to fairly pay directors for work required for a company of BioClinica’s size and scope and to align directors’ interests with the long-term interests of stockholders.  The Compensation Committee retained J. Richard & Co., a nationally recognized independent compensation consulting firm, to review and propose a reasonable, competitive and appropriate total compensation program for our directors for the 2011 and 2012 fiscal years.  Mr. Repko, as the representative of Covance, Inc., declined any compensation for his service on the Board of Directors.

Cash Compensation.   The cash retainer fees for non-employee directors for the 2011 and 2012 fiscal years are as follows:

In addition, for the 2012 fiscal year, each non-employee director will receive $1,500 for each Board meeting attended and $1,000 for each Committee meeting attended.  In fiscal 2011, each non-employee director received $1,000 for each Board meeting attended and $750 for each Committee meeting attended.

Equity Compensation.   Each non-employee director, except for Mr. Repko, Mr. Coyne and Ms. LoCastro, was granted restricted stock units on May 11, 2011 covering 10,000 shares of our common stock.  As new directors, Mr. Coyne and Ms. LoCastro were granted restricted stock units on May 11, 2011 covering 12,500 shares of our common stock.

For fiscal 2012, each continuing non-employee director, except for Mr. Repko and Dr. Nowicki, will be granted restricted stock units covering 12,000 shares, effective on the date of the Meeting.  Dr.

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Nowicki will be granted restricted stock units covering 14,000 shares as Chairman of the Board of Directors for fiscal 2012, effective on the date of the Meeting.  If any new director is appointed during the 2012 fiscal year to fill a vacancy, then he or she will be granted restricted stock units covering 15,000 shares.

Each restricted stock unit which vests will entitle the director to one share of common stock upon his or her cessation of Board of Directors service.  The restricted stock units will vest as to one-twelfth (1/12) of the covered shares upon completion of each successive month of Board of Directors service over the twelve-month period measured from the grant date. The restricted stock units are subject to a pro-rata reduction if a director attends less than seventy-five percent (75%) of all Board of Directors meetings and all meetings of any committee on which he or she serves during the applicable vesting period.

All of our directors are reimbursed for their expenses for each Board of Directors meeting and each Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee meeting attended.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis details the principles underlying our compensation policies and decisions and the principal elements of compensation paid to our executive officers for fiscal 2011 and our plans for fiscal 2012.  BioClinica’s Chief Executive Officer, the CEO, the Chief Financial Officer, the CFO, and the other executive officers included in the Summary Compensation Table below will be referred to as the named executive officers for purposes of this discussion.  The named executive officers are the only executive officers of BioClinica.

Compensation Objectives and Philosophy

The Compensation Committee, or the Committee, of our Board of Directors, is responsible for reviewing and approving the compensation payable to our named executive officers. As part of such process, the Committee seeks to accomplish the following objectives with respect to our executive compensation programs:

·                  Recruit, motivate and retain executives capable of meeting our strategic objectives;

·                  Provide incentives to ensure superior executive performance, successful financial results for BioClinica and the creation of value for our stockholders; and

·                  Align the interests of executives with the long-term interests of stockholders.

The Committee seeks to achieve these objectives by:

·                  Establishing a compensation structure that is both market competitive and internally fair;

·                  Linking a substantial portion of compensation to our achievement of financial objectives and the individual’s contribution to the attainment of those objectives;

·                  Providing below target for underachievement and above target awards for overachievement of goals;

·                  Providing long-term, equity-based incentives and encouraging direct share ownership by our named executive officers; and

·                  Performance-based compensation in the form of short-term (including cash bonuses) and long-term incentives (including equity grants) on average constituted over 50% of fiscal 2011 total target compensation for our named executive officers.

Setting Executive Compensation

The Committee awards both short-term and long-term compensation for current performance, and also awards incentives to achieve short-term and long-term goals.  Short-term compensation is typically in the form of base salary and annual cash incentive bonuses, and long-term compensation is typically in the form of equity with long-term vesting schedules.  Because of the current condition of the economy, the nature of our business and the way we operate the business and implement our strategies, we may not witness for several years the positive results of many decisions made or actions taken by our named executive officers in the current fiscal year, including strategies implemented to manage risk and position us for future growth.  Accordingly, the Committee, by seeking a balance of short-term and long-term compensation, seeks to motivate and reward named executive officers for their current decisions that may not produce immediate or short-term results, but will likely have a positive long-term effect on our business and financial results.  The Committee also periodically reviews, along with the Audit Committee of the Board of Directors, any potential short-term or long-term risks as a result of our

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compensation policies and decisions.  Currently, the Committee believes that these risks are not reasonably likely to have a material adverse effect on our business.  Nonetheless, the Committee, working with the Audit Committee, seeks to mitigate any such risks to the extent possible.

The Committee has the sole authority to approve independent compensation consultant fees and terms of engagement.  For fiscal 2011, the Committee engaged J. Richard & Co., or J. Richard, a nationally recognized independent compensation consulting firm, to provide competitive compensation data and general advice on our compensation programs and policies for named executive officers. J. Richard also provides consulting on the compensation of the Board of Directors; other than this consulting, J. Richard does not provide any other service to BioClinica.  During fiscal 2011, J. Richard performed a market analysis of the compensation paid by comparable peer group companies.  J. Richard provided the Committee with recommended compensation ranges for the named executive officers based on the competitive data, which is derived from public filings and industry reports. In addition, the CEO provided the Committee with a detailed review of the performance of the other named executive officers and made recommendations to the Committee with respect to the compensation packages for those named executive officers, other than himself, for fiscal 2011.  On an annual basis, the Committee reviews J. Richard’s qualifications in order to determine whether J. Richard will be re-engaged to consult with respect to our compensation programs and policies for the upcoming fiscal year.

It is the Committee’s objective to target the total direct compensation (salary, bonus potential and equity awards) of each named executive officer at a level comparable to and competitive with similar positions in our selected peer group.  However, in determining the total direct compensation of each named executive officer, the Committee also considers a number of other factors, including recent BioClinica and individual performance, the CEO’s recommendations as to compensation levels for named executive officers, other than himself, the named executive officer’s level of responsibility, the cost of living in the Philadelphia and surrounding area and internal pay equity.  There is no pre-established policy for allocation of compensation between the cash and equity components or between short-term and long-term components.  Instead, the Committee determines the mix of compensation for each named executive officer based on its review of the data for comparable positions at competitive peer group companies and its analysis of that individual’s performance and such individual’s contribution to our financial performance and to BioClinica’s long term growth.

The peer group used for competitive comparisons for fiscal 2011 reflects companies providing a similar mix of services as BioClinica and within a reasonable range of our revenues and consisted of the following companies: Accelrys, Inc., Caliper Life Sciences, Inc., Computer Programs & Systems, Inc., Demandtec, Inc., Enzo Biochem, Inc., eResearch Technology, Inc., Healthstream, Inc., Luminex Corporation, Medidata Solutions, Inc., Mediware Information Systems, Inc., Medtox Scientific, Inc., Merge Healthcare Inc., Orchid Cellmark Inc., Vocus, Inc.

Components of Compensation

For fiscal 2011, our executive compensation program for the named executive officers was comprised of the following components:

·                  Base salary;

·                  Annual short-term cash incentive;

·                  Long-term equity incentive awards; and

·                  Customary benefits.

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Base Salary

In General — It is the Committee’s objective to set a competitive rate of annual base salary for each named executive officer.  The Committee believes competitive base salaries are necessary to attract and retain top quality executives, since it is common practice for public companies to provide their named executive officers with a component of compensation that provides a level of security and stability from year to year and is not dependent, to any material extent, on our financial performance.  In addition, Messrs. Weinstein, Kaminer and Benton each have an existing employment agreement with BioClinica, which sets a minimum annual salary, subject to periodic upward adjustment at the discretion of the Committee or our Board of Directors.  For fiscal 2009 and fiscal 2010, each named executive officer’s base salary was not increased, based upon the recommendation of the CEO, because of the prevailing economic environment and in order to maintain our general and administrative expenses.

Fiscal 2012 - The Committee worked with J. Richard to establish salary bands, based on a review of compensation awarded for comparable positions at competitive peer group companies, for the named executive officers for fiscal 2012, with minimum to maximum opportunities that cover the normal range of market variability.  The actual base salary for each named executive officer was then derived from those salary bands based on his responsibility, tenure and past performance and market comparability.  The CEO also provided the Committee with recommendations for base salaries for the named executive officers, other than himself, for fiscal 2012.  For fiscal 2012, this process, together with the Committee’s recognition of the cost of living in the Philadelphia and surrounding area resulted in the Committee setting the base salaries of the named executive officers at a level comparable to and competitive with similar positions in our selected peer group and also as compared to the executive’s total compensation.

The table below shows annual base salary rates for each named executive officer:

(1)         In 2011, Mr. Weinstein received an additional benefit of a monthly car allowance of $750, which was eliminated in 2012.  This was taken into consideration when establishing Mr. Weinstein’s 2012 annual base salary, therefore, excluding the adjustment for the elimination of this car allowance, his base salary increased by 6% over the prior year.

(2)         Mr. Pitler was no longer a named executive officer on May 8, 2011.

(3)         Mr. Johnson became a named executive officer on February 22, 2012.

Annual Short-Term Cash Incentives (Bonuses)

In General — As part of their compensation package, our named executive officers have the opportunity to earn annual cash bonus awards under the Management Incentive Plan, or MIP.  MIP cash awards are designed to reward superior executive performance while reinforcing our short-term strategic operating

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and financial goals to maximize stockholder value.  Each year, the Committee establishes a bonus target for each named executive officer set at a percentage of base salary that is the same percentage for all named executive officers, except for the CEO who has a higher percentage due to a higher level of responsibility with respect to our operations.  The Committee also reviews the compensation metrics of the CEO versus the other named executive officers.  Although certain percentages and allocations may differ, the overall cash and equity compensation package of the CEO is not materially greater than the overall cash and equity compensation package of each other named executive officer.  It is the Committee’s intention to target annual cash incentive awards at a level comparable to and competitive with similar positions in our selected peer group.

Fiscal 2011 Bonus Awards— The Committee determined along with its compensation consultant that the 2011 bonus targets for the named executive officers should be weighted 37.5% to achievement of our non-GAAP operating income objectives, 37.5% to achievement of our service revenue objectives, and 25% to achievement of individual performance metrics and corporate goals.  In 2011, the bonus structure was consistent with publicly disclosed guidance.

The actual bonus amount awarded to each named executive officer for fiscal 2011 was determined by the Committee on the basis of its review of both our performance and the individual named executive officer’s performance.  The CEO provided a review of performance by the named executive officers, other than himself, for fiscal 2011 for the Committee’s consideration.  The primary consideration which the Committee took into account in making such determination was the fact that we met certain targets for our service revenue and our non-GAAP operating income for fiscal 2011.  Based on that assessment, the Committee determined in February 2012 to make the bonus awards for fiscal 2011 performance to the CEO and the other named executive officers as set forth in the table below.

The table below details fiscal 2011 annual bonus targets and actual payouts for each of the named executive officers.

Fiscal 2012 Bonus Awards — For fiscal year 2012, awards under the MIP, if any, will be based on achievement of pre-established BioClinica objectives and individual goals for each named executive officer and, for named executive officers other than the CEO, a review of that individual’s performance. The Committee determined these objectives and financial goals to be consistent with financial guidance disclosed to the public, consistent with individual performance criteria and consistent with corporate objectives and shareholder return. The Committee determined along with its compensation consultant that the 2012 bonus targets for the named executive officers should be weighted 37.5% to achievement of our non-GAAP operating income objectives, 37.5% to achievement of our service revenue objectives, and 25% to achievement of individual performance metrics and corporate goals.  Individual performance metrics and corporate goals may include total shareholder return, economic value added (EVA)

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momentum, operational and financial metrics, delivery of specific programs, plans, and achievement of budgetary objectives identified and documented at the beginning of each fiscal year.  It is the Committee’s intention to base a greater percentage of the annual award payout on corporate objectives as opposed to individual performance for named executive officers.

For the fiscal year 2012 awards, the potential payout may range from 0 to 100% of 2012 salary. However, the Committee will have the discretion to increase the award for any named executive officer (other than the CEO) based on the CEO’s recommendation for exceptional performance. The Committee has also retained the discretion to reduce the dollar amount of the awards otherwise payable to the named executive officers in connection with the underachievement of pre-established performance targets. The dollar amount of the 2012 target annual bonus for each named executive officer, other than the CEO, is 45% of their base salary.  The dollar amount of the 2012 target annual bonus for the CEO is 50% of his base salary.  The financial targets for 2012 are consistent with our publicly disclosed guidance for 2012.

CEO Compensation - The Committee also reviews the compensation metrics of the CEO versus the other named executive officers.  Although certain percentages and allocations may differ, the overall cash and equity compensation package of the CEO is not materially greater than the overall cash and equity compensation package of each named executive officer.

Long-Term Incentive Equity Awards

In General - A portion of each named executive officer’s compensation is provided in the form of long-term incentive equity awards. It is the Committee’s belief that properly structured equity awards are an effective method of aligning the long-term interests of senior management with those of our stockholders.

The Committee establishes long-term incentive grant guidelines based on review of equity awards from competitive peer group companies.  Actual issuance of the stock awards to the CEO are determined by the Committee based on his individual performance and our financial performance, usually measured in terms of the same financial metrics taken into account in determining the annual bonus award.  The Committee can potentially award stock options and other equity awards to the named executive officers and other employees based on the recommendation of the CEO and the review of the Committee.  Actual grants for such individuals are based on individual performance with respect to predetermined objectives, competitive total compensation amounts, internal equity pay considerations, the potential impact on stockholder dilution and compensation expense to us.  The Committee follows a grant practice of tying equity awards to its annual year-end review of individual performance and its assessment of BioClinica performance.  Accordingly, it is typical practice that any equity awards to the named executive officers will be made on an annual basis at the fair market value on the date of grant, which follows the release of our year end financials, which permits material information regarding our performance for the prior fiscal year to be disclosed to the public before any equity grants are made to our named executive officers.

It is the Committee’s belief that restricted stock unit grants are essential to the retention of the named executive officers and crucial to our long-term financial success.  The vesting schedules for the restricted stock units provide a meaningful incentive for the named executive officer to remain in our service and work to continuously increase shareholder value.  These equity awards also serve as an important vehicle to achieve the Committee’s objective of aligning management and stockholder interests.  The Committee reviewed the equity awards in light of the total executive compensation.

Fiscal 2011 Awards — On February 18, 2011, based upon our financial performance and the CEO’s individual performance during fiscal 2010 and the recommendation from the Committee’s compensation

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consultant, the Committee awarded the CEO 60,000 restricted stock units that vest quarterly over three years, and the underlying common stock will be issued at the time the restricted stock units vest. On February 18, 2011, based upon our financial performance and the named executive officer’s individual performance during fiscal 2010 and the recommendation of the CEO, as reviewed by the Committee’s compensation consultant, the Committee also awarded each of the other named executive officers 40,000 restricted stock units that vest quarterly over four years, and the underlying common stock will be issued at the time the restricted stock units vest.  The number of restricted stock units were calculated such that the grant date value of the equity awards would equal 25% to 50% of the executive’s total compensation.

Fiscal 2012 Awards — On February 10, 2012, based upon our financial performance and the CEO’s individual performance during fiscal 2011 and the recommendation from the Committee’s compensation consultant, the Committee awarded the CEO 75,000 restricted stock units that vest quarterly over three years, and the underlying common stock will be issued at the time the restricted stock units vest. On February 10, 2012, based upon our financial performance and the named executive officer’s individual performance during fiscal 2011 and the recommendation of the CEO, as reviewed by the Committee’s compensation consultant, the Committee also awarded each of the other named executive officers 60,000 restricted stock units that vest quarterly over four years, and the underlying common stock will be issued at the time the restricted stock units vest.  The number of restricted stock units were calculated such that the grant date value of the equity awards would equal 25% to 50% of the executive’s total compensation.

Other Benefits

In General — The named executive officers are offered the same benefits that are provided to other employees and are not offered any additional benefits or perquisites.  In 2011, Mr. Weinstein received an additional benefit of a monthly car allowance of $750, which was eliminated in 2012, the elimination of which was considered in connection with setting Mr. Weinstein’s base salary for 2012.

Other Benefits - All eligible employees, including named executive officers, are eligible to receive standard health, disability and life insurance, participation in the BioClinica Employees Savings Plan (401K), and professional development benefits.

Executive Retention Agreement and CEO Employment Agreement

Executive Retention Agreement - On December 31, 2008, we entered into an amended form of executive retention agreement with the named executive officers and certain of our other officers. The agreement generally provides for payments of up to 24 months salary and target bonus for the CEO and named executive officers in the event that the CEO and named executive officers are terminated or resign for good reason in connection with a change of control transaction.  In addition, each unvested stock option or other equity award will vest immediately upon a change in control transaction.  Each executive retention agreement is either reviewed annually or in connection with the renewal of the executive’s employment agreement.  The executive retention agreement has been designed to provide a level of financial security to the named executive officers that will assure their continued attention and commitment to our strategic business objectives, even in change in control situations where their continued employment may be uncertain. The severance benefits payable in connection with a change in control provide financial protection against any potential loss of employment that might otherwise occur as a result of an acquisition of BioClinica and will allow the named executive officers to focus their attention on acquisition proposals that are in the best interests of the stockholders, without undue concern as to their own financial situation.  We also believe the vesting acceleration of their equity awards upon a

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change in control is justified because those awards are designed to serve as the primary vehicle for the named executive officers to accumulate financial resources for retirement, and a change in control event is an appropriate liquidation point for awards intended for such purpose. We do not provide our named executive officers with any defined benefit pension plan or supplemental executive retirement plan, and the only other opportunities for the accumulation of retirement funds is through the limited deferral opportunities provided under BioClinica’s 401(k) savings plan.

Employment Agreements — We have existing employment agreement with Messrs. Weinstein, Kaminer and Benton.  The principal terms of the employment agreements are summarized in the section of the proxy statement entitled “Employment Contracts, Termination of Employment and Change-in-Control Arrangements.”  In addition, during 2012, the Committee will be reviewing its compensation practices and the existing employment agreements as a result of the Dodd-Frank Wall Street Reform Act in preparation of the new rules to be adopted by the SEC under the Dodd-Frank Act.

Tax Deductibility of Compensation

Under Section 162(m) of the Internal Revenue Code, a publicly-held company such as BioClinica is not allowed a federal income tax deduction for compensation paid to certain executive officers to the extent that compensation exceeds $1.0 million per covered officer in any year. The limitation applies only to compensation that is not performance based. Non-performance based compensation paid to our covered executive officers for fiscal 2011 did not exceed the $1.0 million limit per officer, and the Committee does not anticipate that the non-performance based compensation to be paid to our named executive officers for fiscal 2012 will exceed that limit. To qualify for an exemption from the $1.0 million deduction limitation, the stockholders approved BioClinica’s 2010 Stock Incentive Plan that imposed a limit on the maximum number of shares of common stock for which any one participant may be granted stock options per calendar year. As a result of that limitation, the compensation deemed paid to a named executive officer in connection with the exercise of options granted under the 2010 Stock Incentive Plan after that date with an exercise price equal to the fair market value of the option shares on the grant date should in most instances qualify as performance-based compensation that will not be subject to the $1.0 million limitation.

However, the Committee believes that when establishing the cash and equity incentive compensation programs for our named executive officers, the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. For that reason the Committee may deem it appropriate to provide one or more named executive officer with the opportunity to earn incentive compensation, whether through cash bonus programs tied to our financial performance, or equity incentive grants tied to the named executive officer’s continued service (such as service-vesting restricted stock or restricted stock unit awards), which may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Internal Revenue Code. The Committee believes it is important to maintain cash and equity incentive compensation at the requisite level to attract and retain the named executive officers essential to our financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.

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COMPENSATION COMMITTEE REPORT

The Committee has reviewed the Compensation Discussion and Analysis and discussed that Analysis with management. Based on its review and discussions with management, the Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K and this proxy statement. This report is provided by the following independent directors, who comprise the Committee:

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EXECUTIVE OFFICERS

The following table identifies our current executive officers:

(1)                                 Mr. Weinstein assumed the responsibilities of Chief Financial Officer of BioClinica from January 31, 2001 to February 18, 2003, in addition to serving as our President and Chief Executive Officer.

(2)                                 Mr. Kaminer joined BioClinica in February 2003 as our Senior Vice President and Chief Financial Officer.  In March 2009, Mr. Kaminer was appointed Executive Vice President of Finance and Administration and Chief Financial Officer.  Prior to joining BioClinica, he served as Chief Financial Officer and Vice President of ION Networks Inc., and Senior Vice President of Finance and Chief Financial Officer of CMPExpress. Mr. Kaminer also spent 12 years with various investment banking firms in the corporate finance area.  Mr. Kaminer was previously associated with PriceWaterhouse (the predecessor of PricewaterhouseCoopers) and received his Bachelor’s degree from Cornell University and MBA in finance from The Wharton School, University of Pennsylvania.

(3)                                 Mr. Benton joined BioClinica in September 2008 as President, Phoenix Data Systems Division.  In March 2009, Mr. Benton was appointed an executive officer of BioClinica and his title was changed to Executive Vice President, President eClinical Solutions.  Mr. Benton was Chief Operating Officer at etrials Worldwide, Inc. from July 2007 until April 2008.  Mr. Benton was also Managing Director of Wharton Venture Partners from April 2004 until July 2008.  Previously, Mr. Benton held the position of Vice President, Central Planning at Johnson & Johnson Pharmaceutical Research & Development LLC from September 2001 until March 2004.  Mr. Benton’s experience also includes general management experience at TRW, Inc.’s automotive sector and General Electric, where he started his career in the manufacturing management program.  Mr. Benton holds a Bachelor’s degree in Mechanical Engineering from Northeastern University and an MBA from The Wharton School, University of Pennsylvania.

(4)                                 Mr. Johnson joined BioClinica in September 2010 as Senior Vice President and Chief Technology Officer.  In February 2012, Mr. Johnson was appointed an executive officer of

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BioClinica and his title was changed to Executive Vice President, Chief Technology Officer.  Prior to joining BioClinica, Mr. Johnson was with Dendrite International, Inc. from November 2000 until May 2007 in various positions with his last title as Senior Vice President and Global Chief Technology Officer.  Mr. Johnson holds a Bachelor’s degree in management from Fairfield University.

As of May 8, 2011, David A. Pitler was no longer an executive officer of BioClinica.  Mr. Pitler joined BioClinica in March 2000 as our Vice President of Operations.  In March 2009, Mr. Pitler was appointed Executive Vice President, President Medical Imaging Solutions.  In December 2003, Mr. Pitler was appointed Senior Vice President of Operations.  In November 2000, Mr. Pitler was appointed an executive officer of BioClinica.  Mr. Pitler spent four years, from April 1996 until February 2000, at Medical Economics Company, an international health care information company and wholly-owned division of The Thomson Corporation, as Vice President of Production and formerly as Vice President of Integration.  From 1981 to 1996, Mr. Pitler held various positions with information processing companies.  Mr. Pitler received his Bachelor’s degree from Colgate University.

None of our executive officers are related to any other executive officer or to any director of BioClinica.  Our executive officers are elected annually by the Board of Directors and serve until their successors are duly elected and qualified.

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Summary Compensation Table

The following Summary Compensation Table sets forth information concerning compensation earned for services rendered in all capacities to us and our subsidiaries for the years ended December 31, 2011, 2010 and 2009.  Information regarding the compensation of our Chief Executive Officer, our Chief Financial Officer and our other executive officer whose total compensation for the 2011 fiscal year exceeded $100,000 (collectively, the “Named Executive Officers”) is set forth below.  As of May 8, 2011, Mr. Pitler was no longer an executive officer and his total compensation did not exceed $100,000 for the 2011 fiscal year.  No other executive officers who would have been otherwise includable in such table on the basis of their total compensation for the 2011 fiscal year have been excluded by reason of their termination of employment or change in executive status during that year.

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Grants of Plan-Based Awards in 2011 Table

The following table sets forth summary information regarding all grants of plan-based awards made to the Named Executive Officers during the year ended December 31, 2011.  As of the end of 2011, none of the Named Executive Officers held any equity incentive awards subject to performance vesting requirements, and no non-equity incentive awards were made during the 2011 fiscal year.

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Outstanding Equity Awards at 2011 Fiscal Year-End Table

The following table sets forth summary information regarding the outstanding equity awards held by the Named Executive Officers at December 31, 2011.  As of the end of the 2011 fiscal year, none of the Named Executive Officers held any unearned equity incentive plan awards subject to performance vesting requirements.

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Option Exercises and Stock Vested Table for Fiscal 2011

The following table summarizes the option exercises and vesting of stock awards for each of the Named Executive Officers for the year ended December 31, 2011:

(a)                                 Value realized is determined by multiplying (i) the amount by which the market price of the common stock on the date of exercise exceeded the exercise price by (ii) the number of shares for which the option was exercised.

(b)                                 Value realized is determined by multiplying (i) the market price of the common stock on the applicable vesting date by (ii) the number of shares that vested on that date.

Pension Benefits Table

The Company does not have any defined benefit pension plans.

Nonqualified Deferred Compensation Table

The Company does not have any nonqualified deferred compensation.

Employment Contracts, Termination of Employment, and Change-in-Control Arrangements

Mr. Weinstein Employment Agreement

On February 22, 2012, we entered into an employment agreement with Mr. Weinstein. The term of the agreement is three years; beginning on February 29, 2012 and ending on February 28, 2015. The terms and conditions of the employment agreement are: (i) an annual base salary of $449,000 in addition to certain benefits and perquisites; (ii) cash bonuses in amounts that are to be determined by the Compensation Committee of the Board of Directors in accordance with the Company’s management incentive policy; (iii) equity incentive compensation awards from the Company’s incentive compensation plans on a basis commensurate with Mr. Weinstein’s position and responsibility at the sole discretion of the Compensation Committee; (iv) continuation of annual salary payments for a period of 12 months after the termination date in the event that Mr. Weinstein is terminated from employment with the Company for reasons other than cause, death or disability; and (v) a grant of unregistered securities of the Company (or other consideration provided to stockholders in connection with a change of control) in the event Mr. Weinstein is terminated within a specified time period before or after a change of control of the Company for reasons other than cause, death or disability.

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Prior to February 22, 2012 our Board of Directors had entered into an employment agreement with Mr. Weinstein, which expired on February 28, 2012.  The terms and conditions of that agreement provided: (i) an annual base salary of $370,000, subject to periodic increase at the discretion of the Compensation Committee in addition to certain benefits and perquisites; (ii) bonuses in amounts that are to be determined by the Compensation Committee in accordance with the Company’s management incentive policy; (iii) incentive compensation awards under the Company’s incentive compensation plans on a basis commensurate with his position and responsibility; (iv) a car allowance not to exceed $750.00 per month; (v) an election during any year of employment to defer up to 100% of amounts received pursuant to the Company’s management incentive policy into a non-qualified deferral plan; and (vi) continuation of annual salary and target bonus payments for a period of 180 days after his termination of employment, in the event his employment is terminated by the Company for reasons other than cause, death or disability.

Mr. Kaminer Employment Agreement

On February 24, 2010, we entered into an amended and restated employment agreement with Mr. Kaminer for an initial term of one-year, which automatically renews each year unless otherwise terminated by our Board of Directors.  The terms and conditions of the employment agreement are: (i) an annual base salary of $270,000, subject to periodic increase at the discretion of the Compensation Committee in addition to certain benefits and perquisites; (ii) incentive compensation awards under our incentive compensation plans on a basis commensurate with his position and responsibility; and (iii) continuation of annual salary and target bonus payments for a period of 180 days after his termination of employment, in the event his employment is terminated by the Company for reasons other than cause, death or disability.

Mr. Benton Employment Agreement

On September 30, 2008, we entered into an employment agreement with Mr. Benton for an initial term of one-year, which automatically renews each year unless otherwise terminated by our Board of Directors.  The terms and conditions of the employment agreement are: (i) an annual base salary of $260,000, subject to periodic increase at the discretion of the Compensation Committee in addition to certain benefits and perquisites; (ii) incentive compensation awards under our incentive compensation plans on a basis commensurate with his position and responsibility; (iii) an option to purchase 100,000 shares of our common stock, with an exercise price of $7.72 per share, the fair market value of our common stock on the date of the execution of his employment agreement; and (iv) continuation of annual salary and target bonus payments for a period of 180 days after his termination of employment, in the event his employment is terminated by the Company for reasons other than cause, death or disability.

Executive Retention Agreements

We have entered into an executive retention agreement with each of our Named Executive Officers.  On December 31, 2008, our Board of Directors approved an amended form of executive retention agreement for the Named Executive Officers and certain other officers of the Company.  This agreement generally provides for payments of up to 24 months salary and target bonus in the event that the executive’s employment is terminated or the employee resigns for good reason in connection with a change of control transaction.  In addition, any outstanding unvested stock options or other equity awards held by the Named Executive Officers would become fully vested on the change in control date.  Each executive retention agreement is either reviewed annually or in connection with the renewal of the executive’s employment agreement.

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Quantification of Benefits

The following table shows the potential incremental payments to the Named Executive Officers in the event of their termination in connection with a change in control of the Company.  All values reflected in the table assume a termination date of December 31, 2011; and where applicable reflect the closing price of the Company’s common stock on December 31, 2011.

(a)                                 Unvested restricted stock or restricted stock unit awards and unvested stock options will vest immediately upon a change in control, whether or not the Named Executive Officer’s employment terminates at that time.

(b)                                 Represents the intrinsic value of the portion of the restricted stock, restricted stock unit or stock option award that vests on an accelerated basis upon the change in control and is calculated by multiplying (i) the amount by which the fair market value per share at that time exceeds the exercise price (if any) payable per share by the (ii) the number of shares which vest on an accelerated basis.

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Equity Compensation Plan Information

The following table provides information as of December 31, 2011 with respect to shares of our common stock that may be issued under our existing equity compensation plans:

(1)                     Includes (i) 254,500 options outstanding under the 2010 Plan (ii) 1,407,654 options outstanding under the 2002 Plan (iii) 212,500 shares subject to restricted stock units outstanding under the 2010 Plan and (iv) 214,168 shares subject to restricted stock units outstanding under the 2002 Plan.

(2)                     Calculated without taking into account the 426,668 shares of common stock subject to outstanding restricted stock units that become issuable at a designated time following the vesting of those units, without any cash consideration or other payment required for such shares.

(3)                     Represents shares of our common stock issuable pursuant to the 2010 Plan. Shares reserved for issuance under the 2010 Plan may be issued upon the exercise of stock options or through direct stock issuances or pursuant to restricted stock units that vest upon the attainment of prescribed performance milestones or the completion of designated service periods.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

There are, as of March 30, 2012, 75 holders of record and approximately 2,400 beneficial holders of our common stock.  The following table sets forth certain information, as of March 30, 2012, with respect to holdings of our common stock by (i) each person known by us to be the beneficial owner of more than 5% of the total number of shares of our common stock outstanding as of such date, (ii) each of our directors (which includes all nominees), and Named Executive Officers, and (iii) all directors and executive officers as a group.  Except as otherwise indicated in the footnotes to the table or for shares of our common stock held in brokerage accounts, which may from time to time, together with other securities held in those accounts, serve as collateral for margin loans made from such accounts, none of the shares reported as beneficially owned are currently pledged as security for any outstanding loan or indebtedness.