SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

October 26, 201624, 2019

Dear Fellow Stockholders:

We are pleased to invite you to attend the 20162019 Annual Meeting of Stockholders of Collectors Universe, Inc., which will be held on Tuesday, December 6, 20163, 2019 at 10:00 A.M., Pacific Time, at our principal offices, which are located at 1921 E. Alton Avenue,1610 East St. Andrews Place, Suite 150, Santa Ana, California 92705.

We have elected to provide our stockholders with access to our proxy materials, and to our Annual Report to Stockholders for our fiscal year ended June 30, 20162019 (the “2016“2019 Annual Report”), over the Internet under the Securities and Exchange Commission’s rules. These rules allow us to make our stockholders aware of the availability of our proxy materials by sending a Notice of Internet Availability of Proxy Materials, which provides instructions for how stockholders may access the full set of proxy materials and our 20162019 Annual Report through the Internet or by requesting that printed proxy materials be delivered to them by mail. We believe that this process will enable us to provide our stockholders with the proxy materials they need to make informed decisions, while lowering the costs of printing and delivering those materials and, at the same time, significantly reducing the environmental impact of our Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible using one of the voting methods described in the Notice of Internet Availability of Proxy Materials. You will be able to vote your shares over the Internet, by telephone or, if you request that printed proxy materials be mailed to you, by completing and returning, by mail, athe proxy or voting instruction card.card that is included as part of the proxy materials mailed to you. Please review the instructions with respect to your voting options described in the Notice of Internet Availability of Proxy Materials that you receive by mail as well as in the accompanying Proxy Statement.

At the time you vote your shares, please also let us know if you plan to attend our Annual Meeting in person, by indicating your plans, when prompted, if you are voting on the Internet or by telephone, or if you requested to have printed proxy materials mailed to you, by marking the appropriate box on the enclosed proxy or voting instruction card.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible.

Thank you for your ongoing support. We look forward to seeing you at our Annual Meeting.

COLLECTORS UNIVERSE, INC.

1921 E. Alton Avenue1610 East St. Andrews Place, Suite 150

Santa Ana, California 92705

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held onTuesday, December 63, 20162019

_______________________

To the Stockholders of Collectors Universe, Inc.:

The 20162019 Annual Meeting of Stockholders of Collectors Universe, Inc. (the “Annual Meeting”) will be held at our principal offices, which are located at 1921 E. Alton Avenue,1610 East St. Andrews Place, Suite 150, Santa Ana, California 92705, on Tuesday, December 6, 2016,3, 2019, at 10:00 A.M., Pacific Time, for the following purposes:

Other Business. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Our Board of Directors recommends that you vote “FOR” the election of each of the eightfive director nominees named above; “FOR” approval, on a non-binding-advisory basis, of the compensation of our named executive officers in fiscal year 2016; and “FOR” ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2017.2020; and “FOR” approval, by non-binding advisory vote, of the compensation of our named executive officers in fiscal year 2019.

Additional information regarding these matters is contained in the accompanying Proxy Statement, which stockholders are urged to read. Only stockholders of record at the close of business on October 14, 201611, 2019 will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

Santa Ana, California

October 26, 201624, 2019

COLLECTORS UNIVERSE, INC.

1921 E. Alton Avenue1610 East St. Andrews Place, Suite 150

Santa Ana, California 92705

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PROXY STATEMENT

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ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON TUESDAY, DECEMBER 63, 20169

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INTRODUCTION

INTRODUCTION

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Collectors Universe, Inc., a Delaware corporation, for use at our 20162019 Annual Meeting of Stockholders to be held on Tuesday, December 6, 2016,3, 2019, at 10:00 A.M., Pacific Time, at our principal offices, which are located at 1921 E. Alton Avenue,1610 East St. Andrews Place, Suite 150, Santa Ana, California 92705. This Proxy Statement will be available to our stockholders, on the internet athttps://materials.proxyvote.com/19421r, beginning on Wednesday,Thursday, October 26, 2016.24, 2019. As a matter of convenience, in this Proxy Statement we will refer to Collectors Universe, Inc. as the “Company,” “we,” “us” or “our” and our 20162019 Annual Meeting of Stockholders as the “Annual Meeting” or the “Meeting”.

Who May Vote at the Annual Meeting?

The shares of the Company’s common stock, $0.001 par value, constitute the only outstanding class of voting securities of the Company. Only stockholders of record at the close of business on October 14, 201611, 2019 (the “Record Date”) are entitled to notice of and to vote either in personby providing us with their voting instructions on the internet, by telephone or by mailing us a proxy ator voting instruction card, or attending the Annual Meeting and at any adjournments or postponements thereof.in person. On that day, there were 8,898,104the Record Date, a total of 8,985,147 shares of our common stock were outstanding and entitled to be voted at the Annual Meeting.

Some stockholders may have their shares registered in different names or hold shares in different capacities. For example, a stockholder may have some shares registered in his or her name, individually, and others in his or her capacity as a custodian for minor children or as a trustee of a trust.If, in that event, you want all of your votes to be counted, please be sure to vote in each of those capacities.

What is the Quorum Requirement for the Annual Meeting?

No business may be transacted at the Annual Meeting unless a quorum is present at the Meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions, withhold authority votes and broker non-votes are counted as present for purposes of determining a quorum. If a quorum is not present, the Annual Meeting may be adjourned to a later date to provide more time to obtain additional proxies in order to meet the quorum requirement.

What is the “Important Notice Regarding the Availability of Proxy Materials” that I Received in the Mail?

Under the rules of the Securities and Exchange Commission (or the “SEC”), we are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. Accordingly, on or about October 26, 2016 we will be mailing to our stockholders (other than any stockholders who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials (or the “Availability Notice”), containing instructions on how to access our proxy materials, including our Proxy Statement and our Annual Report for fiscal 2016, which will be available for review, printing and downloading, commencing on October 26, 2016, athttps://materials.proxyvote.com/19421r.The Availability Notice also contains instructions for voting shares via the Internet, by telephone or by mail.

This process is designed to expedite our stockholders’ receipt of our proxy materials, decrease the cost of our Annual Meeting, and help conserve natural resources. However, if you would prefer to receive printed or e-mail copies of our proxy materials, please follow the instructions included in the Availability Notice to obtain a printed copy of our proxy materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials electronically unless you notify us in writing otherwise.

What do I Need to Know if I Plan to Attend the Annual Meeting in Person?

You are entitled to attend the Annual Meeting in person only if you were a record holder of our common stock as of the Record Date, or hold a valid proxy for the Annual Meeting. Since seating is limited, admission to the Annual Meeting will be on a first-come, first-serve basis. You should be prepared to present photo identification for admittance. If you are not a stockholder of record but hold shares through a broker, bank, trustee or nominee (i.e., in “street name”), you should provide proof of your beneficial ownership of shares of our common stock as of the Record Date, such as your most recent account statement prior to the Record Date, a copy of the voting instruction card you received from your broker, bank, trustee or nominee, or similar evidence of ownership. If you do not provide photo identification or comply with the other applicable procedures outlined above, you will not be admitted to the Annual Meeting.

Please let us know if you plan to attend the Annual Meeting in person (i) by marking the appropriate box on the enclosed proxy card if you requested(if proxy materials to bewere mailed to you, or (ii) if you will be voting over the Internet or by telephone, by indicating your plans when prompted to do so.

How Many Votes do I Have?

Each share isYou are entitled to one vote: (a) in the election ofvote for each share of the director nominees (Proposal 1); (b)Company’s common stock owned by you on the proposal to approve, by a non-binding advisory vote, the compensation of our named executive officers in fiscal 2016 (Proposal 2); (c) on the proposal to ratify the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the fiscal year ending June 30, 2017 (Proposal 3); and (d) on any other matter upon which a vote may properly be taken at the Annual Meeting.October 11, 2019:

In the election of directors, there is no cumulative voting. As a result each stockholder will be entitled, for each share of common stock that the stockholder owned as of the Record Date, to cast one vote for a single nominee for each of the eightfive positions on the Board of Directors.

In order to vote, you must either (i) designate another person or persons (a “proxyholder” or “proxyholders”) to vote your shares on your behalf at the Annual Meeting, over the internet, by telephone or by returning your signed and dated proxy or voting instruction card by mail, or (ii) attend the Annual Meeting and vote your shares in person. The Board of Directors requests your proxy or voting instructions so that your shares will count toward a quorum and will be voted at the Annual Meeting in accordance with your instructions.Even if you designate a proxyholderto vote your shareson your behalf, you may attend the Annual Meetingand vote your shares in person, including in a manner different thanyour earlier voting instructions.Accordingly,Even if you plan to attend and vote your shares in person at the Annual Meeting, to ensure that your votes are counted, we encourage you to vote your shares via the internet or by telephone or by returning your completed proxy or voting instruction card by mail even if you plan to attendand vote your shares, in person, at, just in case your plans change and you are not able to attend the Annual Meeting in person as you had intended.

How Will the Board Vote My Shares?

Record Holders of our Common Stock

A properly executed proxy card that is received by us, or voting instructions that are communicated to us via the Internetinternet or by telephone, by a record stockholder, and that are not revoked, prior to the Annual Meeting, will be voted in accordance with your voting instructions as set forth on the proxy card or communicated over the Internetinternet or by telephone. If you return a properly executed proxy or voting instruction card to us or vote via the Internet or by telephone, but fail to provide specific instructions as to how your shares should be voted, then, your shares will be voted “FOR” the election of each of the director nominees named in the Notice of Annual Meeting (Proposal No. 1); “FOR” ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending June 30, 2020 (Proposal 2); and “FOR” approval, by a non-binding advisory vote, of the compensation of the named executive officers in fiscal 20162019 (Proposal No. 2); “and “FOR”ratification of the appointment of Grant Thornton as our independent registered public accounting firm for fiscal 2017 (Proposal No. 3).

If any other matters are presented at the Annual Meeting upon which a vote may properly be taken, the shares represented by your proxy will be voted on such matters in accordance with the judgment of the proxyholders named on the proxy card or voting instruction form.

Beneficial (or “Street Name”) Holders of our Common Stock

However, if your shares are held in a brokerage account or by a bank, trustee or nominee, please read the information below under the caption “What if I Hold My Shares Through a Broker or Other Nominee?” regarding the actions that you will need to take to ensure that your shares are voted.

What is the Required Vote to Approve the Proposals Being Considered at the Annual Meeting?

Proposal No. 1 - Election of Directors

Our Board of Directors has adopted a majority-voting standard for uncontested director elections. This means that for a director to be elected in an uncontested election, he or she must receive a majority of the shares cast (that is, actually voted) in the election of directors. An “uncontested election” is an election in which the number of nominees for director is not greater than the number of directors to be elected. InBy contrast, in a contested election, directors will be elected by a plurality of the votes cast by the shares present in person or by proxy and entitled to vote in the election of directors. Shares voted as “withhold authority” for a nominee for director will count as votes cast in the election of directors, but any broker non-votes will not be counted as votes cast and, therefore, will not affect the outcome of the election of directors, whether that election is uncontested or contested.

In accordance with the Company's majority vote standard, if any nominee fails to receive a majority of the votes cast in thatthe election, he or she will be required to submit an offer of resignation to the Board, which will have the right, in its discretion, to accept or reject that offer of resignation. If the Board accepts the resignation, it may either correspondingly reduce the authorized number of directors or appoint another person to fill the vacancy created by the resignation. If the Board decides, instead, to reject the resignation, then, the nominee would continue to serve as a director until the next annual stockholders meeting and, in that event, the Board would be required to publicly disclose the reasons why it decided to reject the resignation of the nominee.

Proposal No. 2 –Approval by Non-Binding Advisory Vote2 – Ratification of the CompensationAppointment of our Named Executive Officers inIndependent Registered Public Accountants for Fiscal 20120620

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting and voted on this Proposal is required to approve, on a non-binding advisory basis, the compensation of our named executive officers in fiscal 2016, as described in this Proxy Statement. Abstentions will have the same effect as votes against this Proposal. Broker non-votes will have no effect on the outcome of the voting on this Proposal.

Proposal No. 3 – Ratification of the Appointment of Independent Registered Public Accountants for Fiscal 2017

The affirmative vote of the holders a majority of the shares present or represented by proxy at the Annual Meeting and voted on Proposal 3 is required to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2017. Shares voted by record stockholders or by brokers or other nominee holders on this Proposal will be counted.2020. Abstentions will have the same effect as votes cast against thethis Proposal. Because this is a “routine” proposal on which brokers or other nominee holders may vote without voting instructions from the beneficial owners of the shares, we do not expect any broker non-votes with respect to this Proposal. See the discussion below under the captions “What if I Hold My Shares through a Broker or Other Nominee?” and “What are Broker Non-Votes and How Will They Affect the Outcome of the Voting at the Annual Meeting?”

Proposal No. 3 – Approval by Non-Binding Advisory Vote of the Compensation ofour Named Executive Officers in Fiscal 2019

The affirmative vote of the holders of a majority of the shares that are entitled to vote, and are present in person or by proxy, at the Annual Meeting is required to approve, on a non-binding advisory basis, the compensation of our named executive officers in fiscal 2019, as described in this Proxy Statement. Abstentions will have the same effect as votes cast against this Proposal. However, broker non-votes will not be counted, and will have no effect on the outcome of the voting, on this Proposal.

How May I Vote?

Record Holders of our Common Stock

Voting by Internet or over the Telephone. You can vote your shares over the Internet or by telephone by following the instructions that are contained in the Notice of Internet Availability Notice. If you hold shares in “street name,” you also may vote over the Internet or by telephone by following the instructions provided in the Availability Notice or on the proxy or voting instruction card.of Proxy Materials (the “Availability Notice”) that has been mailed to you. Internet and telephone voting are available 24 hours a day until 11:59 P.M. Pacific Time on Monday, December 5, 2016.2, 2019. To vote via the Internet, visit www.proxyvote.com and follow the instructions on that website. To vote by telephone, use a touch-tone phone to call the toll free number set forth on the Availability Notice, which is 1-(800) 690-6903, and then follow the voice prompts. Our Internet and telephone voting procedures are designed to authenticate stockholders by using individual control numbers, which are located on the Availability Notice, or which, if you are the beneficial owner of any shares, may be obtained from your broker or other nominee holder of your shares.If you vote over the Internet or by telephone, you do not need to return your proxy card.

Voting by Mail. If you request printed proxy materials to be mailed or emailed to you, you can vote by mail by following the instructions provided on the proxy card that is included as part of those materials. If you hold shares in “street name” and request to receive printed proxy materials by mail, you can vote by mail by taking the actions outlined in the voting instruction card provided to you by your broker, bank, trustee or nominee holder. In order to be effective, completed proxy cards must be received by no later than 9:00 A.M. Pacific Time on Tuesday, December 6, 2016.3, 2019. If you vote by mail, simply mark your proxy or voting instruction card, date and sign it, and return it in thepostage-prepaidbusiness reply envelope provided with thethis Proxy Statement.If you fail to sign your proxy or voting instruction card, your shares cannot be voted, unless you vote thereafter and prior to December 3, 2019 over the Internet or by telephone or by attending the Annual Meeting and voting your shares in person.

Voting in Person at the Annual Meeting. Whichever voting method you use, you may still vote at the Annual Meeting if you decide to attend in person. However, if your shares are held for you in “street name” (that is by a broker, bank or nominee holder), you must obtain a proxy, executed in your favor, from the broker, bank or other nominee holder of your shares in order to vote in person at the Annual Meeting.

Beneficial (or “Street Name”)Holders of our Common Stock

If your shares are held in a brokerage account or by a bank, trustee or nominee, please read the information below under the caption “What if I Hold My Shares Through a Broker or Other Nominee?” regarding the actions that you will need to take to ensure that your shares are voted.

Voting on Other Matters. If other matters are properly presented for a vote of the stockholders at the Annual Meeting, the Board of Directors will have discretion to determine how shares for which proxies or voting instructions have been received will be voted on such matters. As of the date of this Proxy Statement, we do not know of any other matters to be presented for a vote of the stockholders at the Annual Meeting.

All shares that are properly voted by a stockholder, whether over the Internet or by telephone or mail, and not properly revoked, will be voted at the Annual Meeting in accordance with the stockholder’s voting instructions or, if a stockholder does not provide voting instructions, then in accordance with the recommendations of the Board of Directors.

What if I Hold My Shares Through a Broker, Bank or Other Nominee Holder?

If your shares are held in a brokerage account or by a bank or other nominee holder, you are deemed to be a beneficial owner of your shares and to hold your shares in “street name”. In that event, you are considered to be the “beneficial owner” of those shares and theyour broker, bank or other nominee holder is considered to be the record owner of your shares. Under rules applicable to securities brokerage firms, a broker who holds shares in “street name” for a customer does not have the authority to vote those shares on any “non-routine” proposal, except in accordance with voting instructions received from the customer. At this year’s Annual Meeting, the non-routine proposals consist of the election of directors (Proposal 1) and the advisory vote on the approval of the compensation of our named executive officers in fiscal 20162019 (Proposal 23). On the other hand, a broker may vote a customer’s shares on certain “routine” proposals if the broker has transmitted proxy-soliciting materials to the beneficial owner but has not received voting instructions from that owner on such proposals. At this year’s Annual Meeting, there will be only one routine proposal, which is the ratification of the appointment of our independent registered public accountants for fiscal 20172020 (Proposal 32).

As a beneficial owner of your shares, you should expect to receive a voting instruction card from your broker, bank or other nominee holder. You must follow the instructions on that instruction card in order to ensure that your shares will be voted according to your wishes. If you do not receive a voting instruction card, you should contact your broker, bank or other nominee holder to determine how to have your shares voted.

What are Broker Non-Votes and How Will They Affect the Outcome of the Voting at the Annual Meeting?

If a broker does not receive voting instructions from its customer, the broker may exercise discretion to vote the customer’s shares on any routine proposal, such as the ratification of the appointment of a company’s independent registered public accountants. If, in that event, the broker does vote the customer’s shares, then the customer’s shares will be deemed to be present and will count toward a quorum at the Annual Meeting.accounting firm. On the other hand, without voting instructions from hisits customer, a broker may not vote the customer’s shares on any non-routine proposal submitted to a vote of the stockholders and, in that event, the customer’s shares will be deemed to constitute “broker non-votes” with respect to that proposal.

Broker non-votes will count in determining whether the quorum required for the transaction of business is present, in person or by proxy, at the Annual Meeting. However, broker non-votes willnot be counted as having been voted, and, therefore, will not affect the outcome of the voting, on the election of directors (Proposal 1) or the approval, on a non-binding advisory basis, of the compensation of our named executive officers in fiscal 20162019 (Proposal 23). By contrast, because the proposal to ratify the appointment of the independent registered public accounting firm (Proposal 32) is a routine proposal, all shares voted by brokers on that Proposal will be counted and, as a result, there will be no broker non-votes with respect to that Proposal.

What will be the Effect of Abstentions at the Annual Meeting?

Shares voted “Abstain” on any Proposal will be treated as an abstention with respect to that Proposal. We will treat abstentions as follows:

Abstentions will have no effect on the outcome of the voting on any of the three Proposals that will be presented for a vote of the stockholders at this year’s Annual Meeting, because approval of each of those Proposals requires the affirmative vote of a majority of the shares that are present in person or by proxy and are voted on those proposals (rather than a majority of the outstanding shares).proposals.

How Can I RevokeEarlier Voting Instructions?

If you are the record owner of your shares and, after you have voted on the Internet or by phone or returned your completed proxy or voting instruction card, you decide to change your vote, you may do so by taking any one of the following actions:

However, if your shares are held by a broker, bank or other nominee holder, and you want to change the voting instructions you have previously given to the broker, bank or other nominee holder, you will need to contact your broker, bank or nominee holder to determine the actions you will need to take to change your previous vote.

Who Will Bear the Cost of this Proxy Solicitation?

The cost of soliciting proxies from stockholders will be paid by us. In addition, following the mailing of the Availability Notice, our directors, officers and regular employees may solicit proxies by mail, telephone, e-mail or in person, but will not receive any compensation from us for doing so. Brokerage firms, banks, trustees and other nominees holding shares of our common stock of record will be requested to forward proxy soliciting materials to the beneficial owners of such shares and will be reimbursed by us for their charges and expenses in connection therewith. In addition, we may use the services of individuals or companies we do not regularly employ, such as a proxy solicitation firm, in connection with the solicitation of proxies if management determines that it is advisable to do so.so, the charges for which will be borne by us.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results with respect to each Proposal at the Annual Meeting. In accordance with SEC rules, final voting results will be published in a Current Report on Form 8-K within four business days after the Annual Meeting, unless final results are not known at that time, in which case preliminary voting results will be published within four business days of the Annual Meeting and final voting results will be published once we know them.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents certain information, as of October 14, 201611, 2019, regarding ourthe shares of our common stock beneficiallythat were owned by (i) persons known by us to own beneficially more than 5% of our outstanding shares, (ii) the incumbent directors and the nominees for election to the Board of Directors at the upcoming Annual Meeting, (iii) the Company’s named executive officers, and (iv) all of the Company’s directors and executive officers as a group.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

(Proposal 1)

The authorized number of the Company’s directors currently is eight.five. Directors are elected to serve for a term of one year or until their successors are elected and duly qualified. Currently, there are five directors whose term of office will end at the conclusion of the Annual Meeting on December 3, 2019.

The Board of Directors has nominated, for election at the Annual Meeting, the eightfive nominees named below to serve as the Company’s directors for a term of one year ending on the date of the 20172020 Annual Stockholders Meeting and until their successors are elected and qualified.

All of those eightfive nominees named below are presently directors of the Company and were elected to the Board of Directors by the Company’s stockholders at last year’s annual meeting of stockholders. All of the nominees have consented to serve, if elected.

Unless authority to vote has been withheld, proxies and voting instructions received by us from our stockholders will be voted by named proxyholders at the Annual Meeting for the election of all eightfive of those nominees.

The Board of Directors has no reason to believe that any of the nominees for election to the Board at the upcoming Annual Meeting will become unavailable to serve. However, if any nominee becomes unavailable to serve on the Board for any reason before the Annual Meeting, the proxies received by us will be voted for the election of such substitute nominee as shall be designated by the Board of Directors or, in the alternative, the Board may reduce the authorized number of directors, by one, rather than leaving a vacancy on the Board.

Director Nominees

The names and certain information, as of October 14, 2016,11, 2019, concerning the nominees for election as directors are set forth below.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE ELECTION OF THE DIRECTOR NOMINEES NAMED BELOW

Mr. A. Clinton Allen has been Chairman and Chief Executive Officer of A. C. Allen & Company, a consulting firm, since 1987. He has been a director of the Company since 2001 and Chairman of the Board of Directors since December of 2002. Mr. Allen serves as a director and Lead Director of LKQ Corporation, a supplier of recycled OEM automotive parts. He is also a director of Brooks Automation, which provides integrated tool and factory automation solutions for the global semiconductor and related industries and Psychemedics Corporation, which provide testing for illicit drugs using hair analysis. Mr. Allen served as a director of Steinway Musical Instruments Company, a publicly traded manufacturer of pianos and other musical instruments, from 1999 and served as its Lead Director from 2003 until his retirement from that board of directors in May 2011. Mr. Allen provided the original financing for Blockbuster Entertainment Corporation, was one of its founding directors and served on its board until that company was acquired by Viacom/Paramount in September 1994.Mr. Allen holds an Executive Masters Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization. The Company believes that Mr. Allen's financial and business expertise, combined with his experience as an executive and director of other companies, both public and private, as well as his years of experience providing strategic advisory services, qualifies him to serve as the non-executive Chairman of our Board of Directors and as a member of the Board.

Robert G. Deusterwas appointedChief Executive Officer of the Company, effective October 15, 2012. Mr. Deuster served as Chairman and Chief Executive Officer of Newport Corporation, a public company that is a global supplier of laser, optical and motion control products, from May 1996 until his retirement in October of 2007. He also served as President of Newport from May 1996 until July 2004, and in June 1997 became Chairman of the Board. From 1985 to 1996, Mr. Deuster served in various senior management positions at Applied Power, Inc. (now Actuant Corporation, a New York Stock Exchange listed company), which is a global manufacturer of electrical and hydraulic products, serving as Senior Vice President of the Distributed Products Group from 1994 to 1996, President of the Barry Controls Division from 1989 to 1994, President of the APITECH Division from 1986 to 1989 and Vice President of Sales and Marketing of the Enerpac Division from 1985 to 1986. From 1975 to 1985, he held engineering and marketing management positions at General Electric Company's Medical Systems Division. Mr. Deuster currently serves as a director of Ondax, Inc., a private optical components company. He also was a director of Symmetry Medical Inc., a publicly traded provider of medical devices and solutions to the global orthopedic market, until that company was sold in June 2016. Mr. Deuster received a B.S. in Electrical Engineering from Marquette University in 1973. Mr. Deuster holds a Masters Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization. The Board believes that Mr. Deuster’s extensive management experience, including as a CEO of and a senior executive at other public companies, combined with his experience as an independent director of both public and private companies, qualifies him to serve as a member of our Board of Directors. In addition, because Mr. Deuster is the Company’s Chief Executive Officer, the Board of Directors believes that his participation as a member of the Board will facilitate communication between the outside Board members and management.

Deborah A. Farringtonis a founder and President of StarVest Management, Inc. and is, and since 1999 has been, a general partner of StarVest Partners, L.P., a venture capital fund that invests primarily in emerging software and business services companies. From 1993 to 1997, Ms. Farrington was President and Chief Executive Officer of Victory Ventures, LLC, a New York-based private equity investment firm. Also during that period, she was a founding investor and Chairman of the Board of Staffing Resources, Inc., a diversified staffing company that grew from $17 million to $300 million in annual revenues while she served on its board.company. Prior to 1993, Ms. Farrington held management positions with Asian Oceanic Group in Hong Kong and New York, Merrill Lynch & Co. Inc. and the Chase Manhattan Bank. Ms. Farrington serves onwas Lead Director and Chair of the board of directorsCompensation Committee of NetSuite, Inc., a New York Stock Exchange-listed company, where she is Lead Director and Chairman of the Compensation Committee.until its sale to Oracle Corporation in November 2016 for $9.4 billion. Ms. Farrington also is a member of the boards of directors of Ceridian HCM Holdings, Inc. (NYSE: “CDAY”) and Chair of its Corporate Governance and Nominating Committee and a member of its Audit Committee and of NCR, Inc. (NYSE: “NCR”) and a member of its Audit Committee. Representing StarVest, she serves on the boards of directors of Crowd Twist, Inc., Host Analytics,Ramp, Inc., Snagajob,Snag Holdings, Inc., Take The Interview, and Xignite, Inc., all of which are private companies.Ms. Farrington holds an Executive Masters Professional Director Certification from the American College of Corporate Directors, a director education and credentialing organization. She is a graduate of Smith College, where she is a member of its Board of Trustees and Chair of its Investment Committee with responsibility for overseeing its $2 billion endowment. Ms. Farrington earned an MBA from the Harvard Business School. We believe that Ms. Farrington brings valuable experience and insight to our Board of Directors, having helped to finance and serve as a director of numerous emerging growth companies. She also is knowledgeable with respect to and plays a key role in the formulation and evaluation of the Company’s executive compensation programs and has served as Chairperson of our Compensation Committee since joining our Board of Directors.

David G. Hallhas served as President of Collectors Universe since October 2001 and as a Director since its foundingDirectors in February 1999. From April 2000 to September 2001, Mr. Hall served as the Chief Executive Officer of the Company and as Chairman of the Board from February 1999 to October 2001. Mr. Hall was honored in 1999 byCOINage Magazineas Numismatist of the Century, along with 14 other individuals. In 1990, Mr. Hall was named Orange County, California Entrepreneur of the Year byINC. Magazine. In addition, Mr. Hall has writtenA Mercenary’s Guide to the Rare Coin Market, a book dedicated to coin collecting. Mr. Hall invented and expanded the business of independent third party grading of high value collectible coins and sports cards. He is also known in the numismatics community as one of the leading experts in authenticating and grading high value collectible coins and he is in demand as a speaker at coin conventions and trade shows. Mr. Hall holds a Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization. We believe that, as the Company’s President and a member of our Board of Directors, he lends great credibility to the Company among collectibles dealers and collectors and he brings to the Board valuable insight about the collectibles markets generally and the collectibles coin market in particular.2003.

Joseph R Martinis, and since 2006 has been, Chairman of the Board of Directors of Brooks Automation, which isthe leading worldwide provider of innovative and comprehensive sample lifecycle management solutions for the life sciences industry, and a leading worldwide provider of automation, vacuum and instrumentation solutions for multiple markets, and is listed on the NASDAQ stock exchange.Stock Exchange. Mr. Martin also serves on the board of directors of Soitec,Allegro Microsystems, a French company that is listed on the NYSE/Euronext Exchange, where he is a member of the audit, compensation and nominating committees. Soitec is the world leader in generatingdeveloping, manufacturing, and manufacturing revolutionary semiconductor materials for electronicdeveloping high performance semiconductors, and energy industries.Bionik Labs, a global healthcare company on a mission to supply quality-of-life solutions to those with movement impairments. Until his retirement in 2006, Mr. Martin was Co-Chairman of Fairchild Semiconductor, a NYSE company and also served as the Vice Chairman of its Board of Directors. HeIn addition to Fairchild Semiconductor, he also served on the board of directors of Soitec until 2017, a French EURONEXT company that designs and manufactures innovative semiconductor materials, and ChipPac, Inc., a NASDAQ listed company, until 2001. In 2000, CFO Magazine awarded Mr. Martin the CFO of the Year award for turnaround operations. Mr. Martin is on the Board of Trustees at Embry-Riddle Aeronautical University, where he earned a BS degree and was awarded a PhD.H, and he also earned an MBA from the University of Maine. Mr. Martin holds an Executive Masters Professional Certification from the American College of Corporate Directors, a director education and credentialing organization. In 2000,CFO Magazine awarded Mr. Martin the CFO of the Year award for turnaround operations. Mr. Martin is a trustee at Embry-Riddle Aeronautical University, where he earned a BS degree, and also has an MBA from the University of Maine. We believe that, as a result of his significant corporate director experience and his extensive international business experience, Mr. Martin adds valuable strategic and managerial experience on the Board.

A. J. “Bert” Moyer has been a business consultant and private investor since April 2002. From March 1998 until February 2000, he served as Executive Vice President and Chief Financial Officer of QAD, Inc., a leading provider of enterprise resource planning software applications for global manufacturing companies. Between September 2000 and February 2002, Mr. Moyer was engaged as a consultant to QAD, Inc., assisting in the Sales Operations offor the Americas Region. He served as President of the commercial division of the Profit Recovery Group International, Inc. from March until July 2000. Prior to joining QAD, Inc. in 1998, Mr. Moyer was Chief Financial Officer of Allergan, a publicly traded specialty pharmaceutical company based in Irvine, California and prior to that he served as Chief Financial Officer of Western Digital, a publicly traded manufacturer of hard drives. Mr. Moyer currently serves on the boards of directors of the following public companies: CalAmp Corp. of which he also is the chairmanChairman of the boardBoard and MaxLinear, Inc., of which he also is the chairman of the audit committee. Mr. Moyer previously served on the boards of directors of four additional public companies, Virco Manufacturing Corporation, until October 2014, Occam Networks, Inc., until February 2011, LaserCard Corporation, until January 2011 and RedFlex Holdings, Ltd., until April 2014. Mr. Moyer holds a Masters Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization. Mr. Moyer received his Bachelor of Science degree in Business Administration from Duquesne University and graduated from the Advanced Management Program at the University of Texas. Mr. Moyer brings a combination of managerial and financial experience and know-how to the Board, having served in both operational and financial management positions with a number of publicly traded companies. More particularly, due to his experience as a chief financial officer of publicly traded companies, he is familiar with the accounting and financial reporting requirements applicable to and the financial issues faced by public companies, making him an effective member of the Company's Audit Committee, of which he is the Chairman.

Van D. SimmonsJoseph J. Orlando is,serves as President and for more thanChief Executive Officer (or CEO) of the past 12 yearsCompany and has been,served as CEO since October 9, 2017, when he was chosen by the Board of Directors to replace Robert Deuster upon his retirement from that position. Mr. Orlando joined the Company in 1999 and in 2002 was promoted to the position of President of DHRCC, Inc., a direct sellerProfessional Sports Authenticators, the Company's sports trading card authentication and grading division. In 2003, he was also appointed as President of rare coins, a position he also held from 1981 to February 1997. He served as presidentPSA/DNA, the Company's autograph and memorabilia authentication division. Mr. Orlando has an extensive knowledge of the Company’s retail coin sales division from October 2000 until March 2004, when the Company discontinued that business.From July to October 2000, he served, on an interim basis, as vice president of sales of the Company’s Bowers and Merena auction division. Mr. Simmons holds a Masters Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization. Mr. Simmons possesses a keen understanding of the collectible coin market,collectibles markets, which has proven to beis valuable to the understanding by the outside Board in understanding that marketmembers, of, and in evaluating and approving the Company’s strategic initiatives in, those markets. In addition, because Mr. Orlando is the Company’s President and CEO, the Board of Directors believes that market.his participation as a member of the Board facilitates communications between the outside Board members and management. Mr. Orlando has earned both a Bachelor’s Degree and a Law Degree.

Bruce A. Stevens is a business consultant and sinceprivate investor. From 2011 has been,until December 2017, he was the CEO of Berkshire Blanket & Home Co., which is a category leader of blankets and throws in the United States. From 2008 until September 2016, Mr. Stevens also was an Industry Partner with CSW Private Equity Investments, LLC, a private equity firm that focuses its investments on lower middle market companies that are engaged in businesses with which the partners of the firm have had operating experience. From 1985 until his retirement in January 2008, Mr. Stevens was the President and Chief Executive Officer of Steinway & Sons, a wholly owned subsidiary of Steinway Musical Instruments, Inc., which is the maker of fine pianos with manufacturing operations in the United States and Germany and operational facilities in China, Japan and the UK. He also served as a member of the board of directors of Steinway Musical Instruments, Inc. from 1996 until his retirement in January 2008. Before joining Steinway & Sons, Mr. Stevens was employed by Polaroid Corporation for nearly 18 years where he held various management positions in both its domestic and international divisions. Mr. Stevens served on the Board of Trustees at the Manhattan School of Music in New York City until July 2011. He also has served on the boards of directors of numerous industry and music education organizations, such as the Piano Manufacturers Association International, American Music Conference, Winchester Community Music School and Winchester Foundation for Educational Excellence. Mr. Stevens earned a Bachelor’s Degree in Economics from the University of Pennsylvania, and has earnedholds an Executive Masters Professional Directors’ Certification, the highest award, from the American College of Corporate Directors, which he earned by completing a minimum of 150 hours of public company director education. Having been the President and CEO of aan international consumer products company, Mr. Stevens brings to the Board considerable knowledge and experience in identifying and evaluating economic and market opportunities that are available to, and the challenges faced by, the Company. This expertise has been of particular benefit to the Board when reviewing and evaluating marketing and strategic initiatives proposed by management.

Family Relationships

There are no family relationships among any of the Company’s officers or directors.

THE BOARD OF DIRECTORS

The Role of the Board of Directors

In accordance with Delaware law and the Bylaws of the Company, the Board of Directors oversees the management of the business and affairs of the Company. The members of the Board keep informed about our business through discussions with senior management and other officers and managers of the Company and its subsidiaries, by reviewing analyses and reports sent to them by management and outside consultants, and by participating in Board and committee meetings.

Number of Directors

The BoardAt the date of Directors currently consiststhe Annual Meeting the authorized number of eight members.directors will be five. Our Bylaws provide that the Board is authorized to increase or decrease the authorized number of directors from time to time as it deems to be appropriate.

Attendance at Meetings

Our Board members are encouraged to prepare for and attend all meetings of the Board and the Board committees of which they are members. During the fiscal year ended June 30, 2016,2019, the Board of Directors held a total of five meetings and all of the directors attended at least 75% of the total number of those meetings and the meetings of the Board committees on which they served during that year. It is the Company’s policy to encourage directors and nominees for director to attend annual meetings of stockholders. All eight directors attended the Company’s 2015 Annual Meeting of Stockholders.

Term of Office of Directors/Annual Election of Directors

The Bylaws of the Company provide that directors are elected annually to serve for a term of one year ending at the conclusion of the Company’s next annual stockholders meeting and until their successors are duly elected. If a vacancy occurs in any Board position between annual meetings, the Board may in its discretion fill the vacancy by electing a new director to that position for a term ending at the next annual stockholders meeting or the Board may, in the alternative, reduce the authorized number of directors by one. The Board also may, at any time, increase the authorized number of directors in order to elect a new director for a term that will end at the next annual stockholders meeting.

Majority Vote Requirement for Election to the Board

Our Board of Directors has adopted a majority-voting standard for uncontested director elections. This means that, in an uncontested election, a nominee for director must receive a “majority of the votes cast” foron his or her election to the Board. An “uncontested election” is an election in which the number of nominees for director is not greater than the number of directors to be elected. A “majority of the votes cast” means that the number of votes cast “FOR” the election of a nominee for director must exceed 50% of the total number of votes cast in his or her election. Shares voted as “withhold authority” to vote on the election of a nominee will, for this purpose, count as votes cast. However, broker non-votes will not be counted as votes cast. In a contested election, on the other hand, directors will be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors. A “contested election” is an election in which the number of nominees for director is greater than the number of directors to be elected.

The election of directors at this year’s Annual Meeting will be uncontested. As a result, pursuant to our majority voting standard, any director nomineedirector-nominee who fails to receive a majority of the votes cast in his or her election as a director is required to deliver an offer of resignation to the Board, which will have the right, in its discretion, to accept or reject that offer of resignation. If the Board accepts the resignation, it may either appoint another person to fill the vacancy created by the resignation or correspondingly reduce the authorized number of directors. If the Board decides, instead, to reject the resignation, then, the nominee would continue to serve as a director until the next annual stockholders’ meeting, and in that event, the Board will be required to publicly disclose the reasons why it decided to reject the resignation of the nominee.director.

Director Independence and Diversity

Director Independence.

The Company’s corporate governance guidelines require that the Board be comprised of at least a majority of independent directors. For a director to be considered independent, the Boardhe or she must affirmatively determine that he does not have any direct or indirect material relationship with the Company that, in the opinion of the Nominating and Governance Committee of the Board, would interfere with the exercise of that director’s independent judgment in carrying out his or her responsibilities as a director.

The Board has determined that Ms. Farrington, and Messrs. Allen, Martin, Moyer and Stevens are independent and as a result the Board will be comprised of four independent directors and one director, Joseph J. Orlando, who represent five of the Company’s eight directors, are independent.is a management director.

In addition, all of the members of the Audit, Compensation and Nominating and Governance Committees, which comprise the Board’s standing committees, are independent directors. All of the members of the Audit Committee meet the heightened independence standards established by the SEC for audit committee membership and all of the members of the Compensation Committee meet the heightened independence requirements established by the NASDAQ for compensation committee membership. See “—Committees of the Board of Directors” below.

BoardDiversity.

The Board of Directors and its Nominating and Governance Committee believe that differences in experience, knowledge, skills and viewpoints enhance the Board of Directors’ performance. Accordingly, the Nominating Committee considers such diversity in selecting, evaluating and recommending proposed Board nominees. However, neither the Board nor the Nominating and Governance Committee has implemented a formal policy with respect to the consideration of diversity in the selection of directors.

California has enacted a new law that requires all public companies (irrespective of their states of incorporation) that have their principal executive offices located in California, to have a minimum of one woman on their boards of directors by no later than December 31, 2019. The Company already has one woman director, Deborah A. Farrington, who was elected and has served as a member of the Board since 2003 and, therefore, is in compliance with this requirement. Additionally, this law requires all such companies, by no later than December 31, 2021, to increase that number to two women if they have a five-member board or to three women if they have a board comprised of six or more directors.

Board Leadership Structure and the Board’s Role in Risk Oversight

Board Leadership Structure. The Board does not have a formal policy with respect to whether the roles of Chief Executive Officer and Chairman of the Board should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from among the non-employee directors or management. The Board believes that it should be free to make such choices from time to time in any manner which the Board members believe is in the best interests of the Company and its stockholders. Nevertheless, since 2002, it has been the practice of the Board for the position of Chairman to be held by an independent non-employee director as an aid in the Board’s oversight of management.

The Board’s Role in Risk Oversight.

In General.

The responsibility for the day-to-day management of risk lies with the Company’s management. It is the Board’s role to oversee the risk management process, to ensure that it is properly designed, well-functioningincluding its design, functioning and consistentconsistency with the Company’s overall corporate strategy. In fulfilling that oversight role, the Board focuses on the adequacy of the Company’s risk management processprocesses and overall risk management system. The Board believes that an effective risk management system will (i) adequately identify the material risks to the Company’s business, (ii) monitor the effectiveness of risk mitigating policies and procedures, and (iii) provide input to management with input with respect to the risk management process.

More particularly, theThe Board has tasked its Audit Committee to perform a number of the Board’s risk oversight responsibilities. Among other things, the Audit Committee works with management to highlight significant enterprise-wide risks, to evaluate operational plans that are designed to control and mitigate risks and to monitor and review the functioning of the risk management process at the Company. The Audit Committee also is responsible for the internal audit function, with that function reporting directly to the Audit Committee, and for overseeing the Company’s independent registered public accounting firm and reviewing reports from management and the internal auditor regarding the adequacy and effectiveness of various internal controls.

In addition to the Audit Committee, both the Board’s Compensation Committee and Nominating and Governance Committee consider risks within their respective areasoversees management of responsibility. The Compensation Committee overseesthe risks associated with the Company’s compensation plans and programs and the Nominating and Governance Committee overseesmanagement of any risks associated with the Company’s corporate governance policies.

Incentive Compensation Clawback Policy. As a risk management measure, the Nominating and Governance Committee recommended the adoption, and the Board of Directors adopted, an Incentive Compensation Clawback Policy, effective as of July 1, 2011. Among other things, that policy provides that, if any of the Company’s previously published financial statements are restated due to a material noncompliance with any financial reporting requirements under the federal securities laws, the Company will seek to recover the amount by which any incentive compensation paid in the previous three years to any executive officer exceeds the incentive compensation which the Audit Committee determines would have been paid to such executive officer had such compensation been determined on the basis of the restated financial statements.

Related Party Transaction Policy. The Board of Directors has adopted a Related Party Transaction Policy. One of the purposes of that Policy is to provide a formalized process for determining (i) whether the terms of any material transaction involving the Company, on the one hand, and any of its officers or directors, or any of their respective family members or associates, on the other hand, are at least as favorable to the Company as the terms of similar transactions negotiated at arms-length with persons or enterprises that have no affiliations with the Company, and (ii) whether or not any such transaction should be approved based on the particular circumstances involved.

Communications with the Board

Stockholders interested in communicating with the non-management directors as a group may do so by writing to: Corporate Secretary, Collectors Universe, Inc., P.O. Box 6280, Newport Beach, California 92658, attention: Board of Directors. The Corporate Secretary will review and forward to the appropriate member or members of the Board copies of all such correspondence that, in the opinion of the Corporate Secretary, deal with the functions of the Board or its committees or that the Corporate Secretary otherwise determines requires their attention. Concerns relating to accounting, internal controls or auditing matters will be brought promptly to the attention of the Chairman of the Audit Committee and will be handled in accordance with procedures established by the Audit Committee.

Corporate Governance Policies

Our Board of Directors believes that sound governance practices and policies provide an important framework to assist the Board in fulfilling its duties to the Company’s stockholders. Over the past ten years, ourOur Board of Directors has adopted the governance policies described below, including a number of policies and practices under which our Board had operated for some time, together with concepts suggested by various authorities in corporate governance and the requirements of the NASDAQ Listing Rules, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the Dodd Frank Wall Street Reform and Consumer Protection Act, adopted in July 2010 (“Dodd-Frank”).

In addition, each year the Nominating and Governance Committee reviews and, if it deems appropriate, recommends to the Board that itwhether to make changes to those governance policies or principles. Some of the principal subjects covered by those policies include:

Code of Business and Ethical Conduct

We have adopted a Code of Business and Ethical Conduct (the “Code of Conduct”) for our officers, employees and directors, as well as specific ethical conduct policies and principles that apply to our Chief Executive Officer, Chief Financial Officer and other key accounting and financial personnel. A copy of our Code of Conduct is available at the Investor Relations Section of our website at www.collectorsuniverse.com. We intend to disclose, at this location on our website, any amendments to our Code of Conduct and any waivers of the requirements of that Code that may be granted to our Chief Executive Officer or Chief Financial Officer. A paper copy of the Code of Conduct will be sent, without charge, to any stockholder upon request made to the Corporate Secretary, Collectors Universe, Inc., P.O. Box 6280, Newport Beach, California 92658.

Stock Ownership Guidelines

In 2012, at the recommendation of the Nominating and Governance Committee, the Board of Directors adopted stock ownership guidelines for all non-management directors and the Company’s named executive officers or NEOs.(who sometimes in this proxy statement will, for purposes of convenience, be referred to as our NEOs). Those guidelines established a share ownership target for each non-management director of a number of shares of Company common stock having an aggregate market value of not less than three times the director’s annual cash retainer.retainer and provides newly elected directors a period of five years to meet that target. Currently, that retainer is $40,000$45,000 and, as a result, pursuant to the stock ownership guidelines, each non-management director is expected to own at least $120,000$135,000 of Company shares. Asshares, or any new director to increase his or her ownership to that amount within a period of October 14, 2016,five years. Under the record date forstock ownership guidelines that are applicable to our NEOs, the 2016 Annual Meeting, each non-management director ownedCEO is expected to own a number of shares exceeding that ownership target. In addition, as of October 14, 2016, all of the Named Executive Officers ownedwith an aggregate market value at least equal to three times his base annual salary and other NEOs a number of shares that exceededwith an aggregate market value at least equal to two times their respective stockbase annual salaries, or any new NEO to increase his or her ownership targets.to his or her applicable target within a period of five years.

The Director Nominating Process

In identifying new candidates for membership on the Board, the Nominating and Governance Committee will seek recommendations from existing Board members and executive officers. In addition, the Committee will consider any candidates that may be recommended by any of the Company’s stockholders who submit recommendations to the Board in accordance with the procedures described below. The Board also has the authority to engage an executive search firm and other advisors as it deems appropriate to assist it in identifying qualified Board candidates.

In assessing and selecting new candidates for Board membership, the Nominating and Governance Committee considers such factors, among others, as the candidate’s independence, experience, knowledge, skills and expertise, as demonstrated by past employment and board experience, and the candidate’s reputation for integrity. When selecting a nominee from among candidates being considered by the Committee, it conducts background inquiries of and interviews with the candidates that the Committee members believe are best qualified to serve as directors. The factors that the Committee considers in making its selection of a Board nominee include: whether the candidate has the ability, willingness and enthusiasm to devote the time and effort required of members of the Board; the candidate’s independence, including whether the candidate has any conflicts of interest or commitments that would interfere with the candidate’s ability to fulfill the responsibilities of directors of the Company to all of the stockholders, rather than just to a particular constituency of stockholders; whether the candidate’s skills and experience would add to the overall competencies of the Board; and whether the candidate has any special background or experience relevant to the Company’s business.

Stockholder Recommendations of Board Candidates. Any stockholder desiring to submit a recommendation for consideration by the Board of a candidate that the stockholder believes is qualified to be a Board nominee at any upcoming stockholders meeting may do so by submitting that recommendation in writing to the Board not later than 120 days prior to the first anniversary of the date on which the proxy materials for the prior year’s annual meeting were first sent to stockholders. However, if the date of the upcoming annual stockholders meeting has been changed by more than 30 days from the anniversary date of the prior year’s annual meeting, the recommendation must be received within a reasonable time before the Company begins to print and mail its proxy materials for the upcoming annual meeting. In addition, the recommendation should be accompanied by the following information: (i) the name and address of the nominating stockholder and the person that the nominating stockholder is recommending for consideration as a candidate for Board membership; (ii) the number of shares of voting stock of the Company that are owned by the nominating stockholder, his or her recommended candidate and any other stockholders known by the nominating stockholder to be supporting the nomination of that candidate; (iii) a description of any arrangements or understandings that relate to the election of directors of the Company, between the nominating stockholder, or any person that (directly or indirectly through one or more intermediaries) controls, or is controlled by, or is under common control with, such stockholder, on the one hand, and any other person or persons (naming such other person or persons), on the other hand; (iv) such other information regarding each recommended candidate as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC for a meeting at which directors are to be elected; and (v) the written consent of the stockholder’s recommended candidate to be named as a nominee and, if nominated and elected, to serve as a director. The Nominating and Corporate Governance Committee does not evaluate any candidate for nomination as a director any differently because the candidate was recommended by a stockholder. No such recommendations were received from any stockholders for this year’s Annual Meeting.

Stockholder Nominations. Our Bylaws provide that any stockholder also may nominate, at any annual meeting of stockholders, one or more candidates for election to the Board of Directors, by givingprovided that the Companystockholder has given written notice to the Company (addressed to the Secretary of the Company at the Company’s principal offices) of such stockholder’s intention to do so not later than 120 days prior to the first anniversary of the date on which the proxy materials for the prior year’s annual meeting were first sent to stockholders, except thatstockholders. However, if the date of the annual meeting has been changed by more than 30 calendar days from the date of the prior year’s annual meeting, the proposal must be received by the Company no later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or a public announcement of the date of the meeting was made, whichever comes first. Such notice must be accompanied by the same information, described in the immediately preceding paragraph, regarding such candidate or candidates to be nominated for election to the Board and the nominating stockholder. Any stockholder nomination at any annual meeting that does not comply with these Bylaw requirements shall be ineffective and disregarded. No such notice was received from any stockholder with respect to this year’s Annual Meeting, and therefore, the Board’s nominees will be the sole candidates standing for election as directors at the Annual Meeting. Accordingly, the election of directors will be uncontested.

Committees of the Board of Directors

The Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each of the members of those Committees qualifies as an independent director within the meaning of the NASDAQ Listing Rules; each of the members of the Audit Committee satisfy the enhanced independence requirements for audit committee membership contained in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and each of the members of the Compensation Committee satisfy the heightened independence requirements for compensation committee membership adopted by NASDAQ.

Committee members are appointed each year by the Board of Directors immediately following the election of directors at the annual stockholders meeting. Each Committee member serves for a term ending on the earlier of the date of the next annual stockholders meeting or the date his or her successor is appointed by the Board. Information regarding the members of each of those Committees, their responsibilities and the number of meetings held by each of those Committees during fiscal 20162019 is set forth below.

Audit Committee

The members of the Audit Committee during fiscal 2016 were, and the current members are A. J. Bert“Bert” Moyer, its Chairman, and Deborah A. Farrington, Joseph R. Martin and Bruce A. Stevens. Our Board of Directors has determined that all four of the members of the Committee meet the heightened independence standards adopted by the SEC and NASDAQ that apply to audit committee membership and also qualify as “audit committee financial experts” (as defined in the SEC’s rules). The Board of Directors has adopted a written charter for the Audit Committee that specifies its responsibilities, which include oversight of the financial reporting process and system of internal accounting controls of the Company and appointment and oversight of the independent registered public accountants engaged to audit the Company’s financial statements. In accordance with its charter and to ensure independence, the Audit Committee meets separately with our outside auditors, our internal auditor and members of management, respectively. The Audit Committee held 7nine meetings during fiscal 2016.2019.

Compensation Committee

TheDuring the year ended June 30, 2019, the members of the Compensation Committee during fiscal 2016 were Deborah A. Farrington, its Chairperson, and Joseph R. Martin, A. J. Bert“Bert” Moyer and Van Simmons. Mr. Simmons has ceased to be a member of the Committee and, as a result, its current members are DeborahBruce A. Farrington, its Chairperson, and Joseph R. Martin and A. J. Bert Moyer. OurStevens. The Board of Directors has adopted a written charter setting forth the role and responsibilities of the Compensation Committee, which include reviewing and approving the salaries and establishing incentive compensation and other benefit plans for our named executive officers. That charter includes the heightened compensation committee membership independence standards adopted by NASDAQ in December 2013 and all of the members of the Committee have been determined to meet those heightened independence standards. The Compensation Committee held 5six meetings during fiscal 2016.2019.

Nominating and Governance Committee

TheDuring the year ended June 30, 2019, the members of the Nominating and Governance Committee during fiscal 2016 were Bruce A. Stevens,Joseph R. Martin, its Chairman, Deborah A. Farrington, A. J. “Bert” Moyer and A. Clinton Allen and Van Simmons. Mr. Simmons has ceased to be a member of the Committee and, as a result, its current members are Bruce A. Stevens, its Chairman, and A. Clinton Allen.A Stevens. Our Board of Directors has adopted has a written charter that specifies the Committee’s responsibilities, which include: identifying and recommending nominees for election to the Board; making recommendations to the Board regarding the directors to be appointed to each of the Board’s standing committees; reviewing the adequacy of and approving the compensation that is to be paid to non-management directors for their service on the Board and Board committees; developing and recommending corporate governance guidelines for adoption by the Board of Directors; and overseeing annual self-assessments by the Company’s directors of the performance of the Board and each of its standing committees. The Nominating and Governance Committee held a total of 5six meetings during fiscal 2016.2019.

Committee Charters

Interested stockholders are able to review and print copies of Board Committee charters posted at the Investor Relations Section of our website at www.collectorsuniverse.com. In addition, paper copies of those Charters will be made available, without charge, to any stockholder upon written request to the Corporate Secretary, Collectors Universe, Inc., P.O. Box 6280, Newport Beach, California 92658.

Other Governance Matters

In addition to the governance policies discussed above, our Chief Executive Officer and Chief Financial Officer have provided the certifications of our SEC filings required by Sections 302 and 906 of Sarbanes-Oxley each quarter since the certification rules were adopted. You can access our SEC filings, other corporate governance materials and news releases, by visiting the Investor Relations section of our website at www.collectorsuniverse.com.

Section 16(a) Beneficial Ownership Reporting Compliance

Based upon information made available to us, the Company believes that all filing requirements under Section 16(a) of the Securities Exchange Act of 1934 applicable to its directors and officers were satisfied and timely made with respect to their transactions involving shares of our common stock or options or other rights to acquire shares of our common stock effectuated during fiscal 2016.2019.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

We have threeDuring our fiscal year ended June 30, 2019 (“fiscal 2019”), our named executive officers: Robert G. Deuster, our Chief Executive Officer, David G. Hall,officers (or NEOs) were: Joseph J. Orlando, our President and Chief OperatingExecutive Officer (or CEO), and Joseph J. Wallace, ourSenior Vice President & Chief Financial Officer (who, for ease of reference, will sometimes be referred to as our “named executive officers” or “NEOs”)(or CFO).

The Compensation Committee of our Board of Directors, or the Committee, establishes our executive compensation policies and objectives and determines both the types and the amounts of compensation that we pay to our named executive officers. In this section we discuss those policies and objectives and discuss and analyze the compensation of our named executive officers in fiscal 2016,2019, including in relation to those policies and objectives.objectives and to the Company’s financial performance in fiscal 2019.

This section is divided into the following four subsections:

Executive Summary

Fiscal 20162019 in Review

Fiscal 2016 was another solid year of performance for us. In fiscal 2016,2019, the Company achieved all-time records for both revenues and operating income. More specifically, during that year, we:

The table belowthat follows compares our annualized three, five, seven3-year, 5-year, 7-year and 1010-year year total shareholderstockholder returns, (or “TSRs”), with those of (i) the companies in the S&P 500Russell 2000 Index, and (ii) a group of 1410 publicly traded companies that are similar to us, based upon their annual revenues and market capitalizations (the “Comparison Group”Group companies”). For more information regarding the companies comprising the Comparison Group companies and the financial criteria used to select those companies, see “—–Compensation Philosophy and Objectives-Comparison of Company CEO Compensation to Comparison Group CEO Compensation”below.

*

Total ShareholderStockholder Return, or TSR, measures the change in stock price, plus the reinvestment of dividends, over a specified time period or time periods. For purposes of this table, TSR has been annualized to show the annual growth rate of the Company’s stock price over the periods presented.presented, in each case ended on June 30, 2019.

As the above table indicates, our annualized 3-year, 5-year, 7-year and 10-year TSRs for each of the periods presented exceeded the annualized TSRs of both the S&P 500 Index and the companies comprising the Comparison Group.Group companies for those same periods as well as the Russell 2000 Index over those 5-year, 7-year and 10-year periods.

We Pay for PerformanceCompensation Philosophy and Structure ExecutiveObjectives

The Compensation Committee endeavors to Alignensure that the Interestscompensation of our NEOsnamed executive officers and our Stockholders

Our executiveother key management personnel is competitive and consistent with market conditions in order to enable us to attract and retain key executives critical to the Company's long-term success and to achieve sustained increases in stock value. Therefore, when reviewing and determining both the types and amounts of compensation programs are designed to pay for performance and directly align the financial interests of our CEO and CFO with those of our stockholders. The financial interests of David Hall, our President and Chief Operating Officer are, we believe, already aligned with those of our stockholders, because Mr. Hall is our second largest stockholder, owning approximately 670,000 of our outstanding shares.

As indicated below, the compensationbe paid to our CEO and CFO in fiscal 2016 were directly affected by our financial performance in fiscal 2016:NEOs, the Committee seeks to:

Comparison of the Company’s CEO Compensation to the Company’s Indexed TSR

The following table shows the relationship of our CEO’s realized/realizable total direct compensation compared to our cumulative shareholder return indexed over the five fiscal years ended June 30, 2016. As illustrated, the compensation of our CEO has generally tracked our TSR over this period; but actually declined somewhat in fiscal 2016 and fiscal 2015 relative to our TSR.

The above table sets forth the sum of the salary and actual bonus paid to our CEO in each of the fiscal years presented, and includes (i) in the case of fiscal 2012, the grant date fair value of restricted shares granted to our CEO in that fiscal year; (ii) in the case of fiscal 2013, the grant date fair value of an award of 40,000 service-based restricted shares granted to our CEO in that year; and (iii) in the case of fiscal 2014, the aggregate grant date fair value of 25% of the performance-contingent restricted shares granted in fiscal 2013 and fiscal 2014 to our CEO under the LTIP (“LTIP Shares”), which were earned in fiscal 2014. No new equity incentives were granted to our CEO in fiscal 2015 or 2016 and no additional performance-contingent restricted shares were earned under the LTIP in either of those years. As a result, as of the date of this Proxy Statement, 75% of the LTIP Shares remained unvested and subject to forfeiture in the event that no additional LTIP financial performance goals are achieved by the Company by June 30, 2018.

At Risk and Guaranteed Compensation

The following charts set forth the respective fiscal 20162019 at-risk and guaranteed compensation of our CEO and CFO, in each case expressed as a percentage of their respective potential target compensation for that year.

For purposedpurposes of thesethe above charts:

SeeThe performance-contingent (or at risk) components of the total compensation of our CEO and CFO for fiscal 2019 were 63% and 54%, respectively.

For additional information regarding the 2019 Cash Incentive Plan and the performance goals established thereunder, see “—–Elements of 20162019 Executive Compensation —Cash Incentive Plan” below for additional information regarding the 2016 Cash Incentive Plan and the performance goals established thereunder; and “—–Elements of 2016 2019Executive Compensation —Equity Based Incentive Compensation Programs” below for additional information regarding the LTIP.

The compensation program for David G. Hall, the Company’s President and Chief Operating Officer, differs from the programs adopted for our Chief Executive and Chief Financial Officer. In fiscal 2016, 2015 and 2014, Mr. Hall chose not to participate in the incentive compensation programs adopted for our other NEOs, because Mr. Hall believes that, as one of the Company’s largest stockholders, his interests are already closely aligned with those of our stockholders and, therefore, he is already incentivized to focus his efforts on the achievement of improvements in the Company financial results that will lead to increases in stockholder value. As a result, Mr. Hall’s total compensation in fiscal 2016 was $500,000, which is less than the maximum compensation Mr. Hall could have earned had he chosen to participate in the fiscal 2016 Cash Incentive Plan and the LTIP.below.

Other Compensation Policies and Practices that Benefit our Stockholders

These guidelines also call for any NEO who has not yet met the applicable stock ownership target to retain at least 50% of his or her net vested restricted shares until the NEO meets that stock ownership target.

As of June 30, 2016, all three of our NEOs met their respective stock ownership targets.

Compensation Philosophy and Objectives

The Compensation Committee endeavors to ensure that the compensation of our named executive officers and other key management personnel is competitive and consistent with market conditions in order to enable us to attract and retain key executives critical to the Company's long-term success and the achievement of sustained increases in stock value. Therefore, when reviewing and approving both the types and amounts of compensation to be paid to our NEOs, the Committee seeks to:

Role of Named Executive Officers in Compensation Decisions

The Compensation Committee, which is comprised solely of outside directors who meet NASDAQ’s director independence requirements, approves the amounts, nature and components of the compensation of our named executive officers. The CEO and CFO may provide compensation and related data to the Committee, at its request, to facilitate its compensation decisions. In addition, the Committee considers the CEO's recommendations when making salary and cash and equity incentive compensation decisions with respect to other NEOs and other key management employees. However, the CEO is not permitted to be present during deliberations and voting regarding his own compensation.

Compensation Consultants and Market Comparisons

Due to the relatively unique nature of our business, which consists primarily of the authentication and quality grading of rare coins and other high value collectibles, there are no public company industry peers against which we are able to directly compare the compensation of our NEOs or our executive compensation programs and policies. Moreover, our financial performance depends to a great extent on collectibles experts and on persons who have extensive experience in and have keen understandings of the collectibles markets, the number of which is relatively limited. For these reasons, and also to limit the administrative costs of our executive compensation programs, the Committee has only occasionally engaged an outside independent compensation consultant to conduct any benchmarking studies or to provide the Committee with customized comparisons of the compensation of our NEOs to the compensation paid by other companies to their NEOs. No benchmarking was undertaken for fiscal 2016.

Consistent with the approach followed in fiscal 2015, the Committee established threshold, target and maximum incentive compensation opportunities for the CEO and CFO under the 2016 Cash Incentive Plan based on (i) the Company annual operating plan as approved by the Board of Directors for fiscal 2016, (ii) the historical performance and the scope of the respective responsibilities of the Company’s CEO and CFO and (iii) publicly available compensation surveys. For additional information regarding the incentive compensation opportunities established for our NEOs under 2016 Cash Incentive Plan see “—Elements of 2016 Executive Compensation—Cash Incentive Plans” below.

Comparison of CompanyCEO Compensation toComparisonGroupCEO Compensation

In September 2016,2017, the Committee’s outside compensation consultant, Pearl Meyer, prepared a report for the Committee, based on publicly available information, with respect to the then prevailing salaries and incentive compensation opportunities afforded to the chief executive officers of a total of 14 publicly traded companies with athat were comparable to the Company in terms of median annual revenue of $58 million for the 12 months ended June 30, 2016revenues and a median market capitalizationcapitalizations. Ten of $202 millionthose companies were still publicly traded as of June 30, 2016 (the2019, comprising the “Comparison Group”)Group companies”. The Company’s fiscal 2016 annual revenue placed it atThose ten companies are named in the 53rd percentile, the Company’s market capitalization at June 30, 2016 placed it at approximately the 48th percentile, and the Company’s EBITDA margin placed it at the 74th percentile, of those 14 companies.following table.

Because there are no other publicly traded collectibles authentication or grading companies, these 14ten companies, which are in the luxury goods, apparel and accessories, data processing, outsourced services, and internet software or publishing industries, were selected on the basis of similar revenues, market capitalizations, ratios of market capitalization to revenues, and EBITDA margin criteria.

The table that follows outlines the financial characteristics of the Company and of the ten Comparison Group companies at June 30, 2019 and for the last 12 months of reported information, with respect to the following criteria:

As the following table illustrates, our CEO’s actual fiscal 20162019 compensation, (assuming annualizationwhich was comprised of (i) the aggregate salary, (ii) the actual cash incentive award he earned in fiscal 2019, and (iii) the respective grant date fair values of the LTIP performance-contingent stock awardsservice based RSUs and the performance contingent PSUs (at target) granted in fiscal 2013 and fiscal 2014 at target, as previously described)2019, was 26% below8% above the median 2015 compensation paid to CEOs of the 14 companies comprisingComparison Group (as set forth in Pearl Meyer’s September 2017 report to the Comparison Group.Compensation Committee).

For purposes of this table, “Total Direct Compensation” is comprised of base salary, target annual incentives and target long-term incentives.

Elements of 2016 NEO2019 Executive Compensation

Set forth below is a discussion of the principal elements or components of the compensation we paid to our NEOs in fiscal 2016.

Annual Salaries

We pay cash compensation, in the form of base salaries, in amounts which the Committee believes will provide a guaranteed amount of compensation sufficient to enable us to retain existing and attract new executive officers who have the requisite experience and performance records that we believe are needed to drive the growth of our business and achieve increases in stockholder value. The Committee also seeks to balance the levels of guaranteed cash compensation with at-risk incentive compensation to create financial incentives for achieving Company financial performance and individualized performance goals, while at the same time managing the Company’s compensation-related risks.

In establishing the annual salaries of our NEOs, the Committee considers a number of factors, including (i) each NEO’s business experience, level of responsibility and past performance, and (ii) publicly available executive compensation surveys and studies, sometimes supplemented by proprietary executive compensation data obtained from outside compensation consulting firms. Salaries are reviewed by the Committee periodically and are adjusted as warranted to reflect sustained individual performance and changes in responsibility or in comparable market salaries.

AsThe following table sets forth information regarding the table below indicates, none ofsalaries paid to our NEOs received salary increases in fiscal 2016:2019 and compares those salaries to the salaries paid to our NEOs in fiscal 2018:

Fiscal 2019Cash Incentive PlansPlan

In General2019, the Committee established a cash incentive plan for Messrs. Orlando and Wallace (the “2019 Cash Incentive Plan”). DuringThe primary purposes of that Plan were to incentivize Messrs. Orlando and Wallace (i) to focus their efforts and to take actions primarily for the purpose of enabling the Company to achieve at least a target financial performance goal based on the Company's operating income, before non-cash stock based compensation expense (“Operating Income Goals”), for fiscal 2019, and (ii) to achieve individualized performance goals (“MBOs”) established for each of the past three fiscal years, the Committee adopted annual cash-based incentive plans for one or more of the Company’s NEOs, providing them the opportunity to earn cash awards if and to the extent (i) the Company achieved one or more annual financial performance goals, and (ii) those NEOs achieved individualized quantitative or qualitative performance objectives (or “MBOs”) specifically established for them by the Compensation Committee. The MBOs for each participating NEOof Messrs. Orlando and Wallace related to areas of the Company’s business over which the NEO hashe had authority or consisted of objectives the achievement of which was largely dependent on the NEO’shis performance.

Fiscal 2016 Cash Incentive Plan.

In 2016, the Committee established a cash incentive plan for Messrs. Deuster and Wallace (the “2016 Cash Incentive Plan”). Pursuant to that Plan, Mr. Deuster was afforded the opportunity to earn a maximum cash incentive award of $262,500, which would have been equal to 75% of his annual salary for fiscal 2016, and Mr. Wallace was afforded the opportunity to earn a maximum cash incentive award of up to $156,000, which would have been equal to 60% of his annual salary for fiscal 2016. The primary purposes of the 2016 Cash Incentive Plan were to incentivize Messrs. Deuster and Wallace (i) to focus their efforts and to take actions that would enable the Company to achieve one or more financial performance goals based on the Company’s operating income for fiscal 2016, and (ii) to achieve individualized performance goals (“MBOs”) established by the Compensation Committee for each of them.

In furtherance of those purposes, the Committee established (i) Threshold, Target and Maximum financial performance goals under the 2016 Cash Incentive Plan, and (ii) individualized Threshold and Target MBOs for each of Messrs. Deuster and Wallace. Of Mr. Deuster’s potential Target Cash Incentive Award, 80% was conditioned on the Company’s achievement of the Target financial performance goal and 20% on the achievement of his MBOs. Of Mr. Wallace’s potential Target Cash Incentive Award, 85% was conditioned on the Company’s achievement of the Target financial performance goal and 15% on the achievement of his MBOs.

The following tables set forth the Threshold, Target and Maximum Awards that each of Messrs. DeusterOrlando and Wallace had the opportunity to earn under the 2016fiscal 2019 Cash Incentive Plan:

The Threshold, Targetthreshold, target and Maximummaximum financial performance awards under the 2019 Cash Incentive Plan were conditioned on the Company achieving Threshold, Target and Maximum operating incomeOperating Income goals for the entirety of $13.4fiscal 2019 of $11.1 million, $14.9$13.8 million, and $16.4$15.2 million, respectively, in fiscal 2016. For purposes of the Plan, achievement of those goals was determined on the basis of the Company’s fiscal 2016 operating income, excluding non-cash stock-based compensation expense, any bonuses that ultimately were awardedrespectively. Mr. Orlando earned an award under the 20162019 Cash Incentive Plan and, to a lesser extent, items of expense that could not reasonably have been anticipated at the time the Plan was adopted. It$350,000, representing 100% of his annual base salary as CEO in fiscal 2019, as it was determined by the Committee that in fiscal 2016 the Company had achieved the Thresholdmaximum operating income goal but not the Target or the Maximum operating income goals. As a result, Messrs. Deuster and that he had achieved substantially all of his individualized MBOs. Mr. Wallace earned financial performance awards of $70,000 and $44,200, respectively,an award under the 20162019 Cash Incentive Plan of $186,875, representing 20% and 17%, respectively, of their annual base salaries for fiscal 2016.

The receipt by Mr. Deuster of the other $35,000 under the 2016 Cash Incentive Plan, which represented 10%65% of his annual base salary for 2016,as CFO in fiscal 2019, as it was conditioned on his achievement of individualized qualitative objectives (or “MBOs”) that were establisheddetermined by the Committee for fiscal 2016. Those MBOs related to, among other things,that the growthCompany had achieved the maximum operating income goal and that he had achieved substantially all of the Company’s business both domestically and in China and the enhancement of the Company’s online businesses. his individualized MBOs.

The Compensation Committee determined that Messrs. Orlando and Wallace had each achieved substantially all of their respective individualized MBOs in fiscal 2019. Mr. Orlando’s MBOs focused primarily on achieving enhancements to the Company’s set registry programs that would increase the participation of customers in those objectives were partially achieved byprograms and, thereby, incentivize more of our customers to submit their collectibles to us for authentication and grading, and reviewing the Company’s internal organization in order to identify possible changes that would lead to greater operational efficiencies within the Company. Mr. Deuster. As a result, Mr. Deuster earnedWallace’s MBOs focused primarily on the Threshold MBO Awardimplementation of $17,500 underinitiatives to reduce operating expenses and on reductions in the 2016 Cash Incentive Plan.inventories of coins that had been purchased pursuant to the Company’s authentication and grading warranty program

The receipt by Mr. Wallace of the other $15,600 under the 2016 Cash Incentive Plan, which represented 6% of his annual base salary for 2016, was conditioned on his achievement of individualized MBOs established by the Committee for fiscal 2016. Those MBOs related to, among other things, the design and implementation of programs with the objectives of achieving greater administrative efficiencies and reducing operating costs. The Committee determined that those MBOs were partially achieved by Mr. Wallace. As a result, Mr. Wallace earned an MBO Award in the amount of $10,140 under the 2016 Cash Incentive Plan.

Equity Based Incentive Compensation Programs

Background. FromIn fiscal 2010 to fiscal 2012,2019, the Compensation Committee adopted annualthe 2019 LTIP to create equity incentive programs pursuant to which unvested restricted shares were granted toincentives for the Chief Executive OfficerCompany’s CEO and Chief Financial Officer, as well asCFO, and certain of its other key management employees. The vestingemployees (the “Participants”), the purpose of those restricted shareswhich was made contingent onto lead to (i) the achievement by the Company of one or moresignificant increases in its net cash flow (as defined below), and (i) the retention of the Participants with the Company during the three years ending June 30, 2021 (the “Performance Period”), with 50% (at target) of the equity award taking the form of PSUs, and the other 50% (at target) taking the form of service-contingent RSUs. For purposes of the 2019 LTIP, net cash flow was defined as net cash generated by the Company’s continuing operations, minus the sum of the Company’s capital expenditures and capitalized software costs, determined from the Company’s annual audited consolidated statements of cash flows.

Performance Contingent Grants.

Pursuant to the 2019 LTIP, in fiscal 2019 the Committee granted to Messrs. Orlando and Wallace 12,795 and 7,677 performance-contingent restricted stock units (or "PSUs"), respectively, at target. The financial performance goals duringin respect of the PSU granted in fiscal 2019 under the 2019 LTIP consist of annual threshold, target and maximum net cash flow goals for fiscal 2019, and for each of the fiscal yearyears ending on June 30, 2020 and 2021, provided that the number of PSUs that could ultimately become vested will be subject to a possible downward or upward adjustment based on a comparison, as described below, of the Company’s annualized TSR to the Russell 2000 annualized TSR for the three years ending on June 30, 2021. In addition, vesting of each NEO’s PSUs is conditioned on the NEO remaining in which those restricted shares were granted, or (ii) the continued service of the NEOCompany through June 30, 2021, and all of an NEO’s PSUs will become subject to forfeiture if the NEO’s continued service with the Company for specified periods ofceases at any time or (iii) a combination of both.prior to June 30, 2021.

Long-Term Performance-Based Equity Incentive ProgramThe Committee also established threshold, target and maximum net cash flow goals for fiscal 2019. Of those PSUs:

In fiscal 2013, instead of an annual equity incentive plan, the Compensation Committee adopted a Long-Term Performance-Based Equity Incentive Program (the “LTIP”) for the Company’s Chief Executive Officer, Mr. Deuster, and Chief Financial Officer, Mr. Wallace, and for certain other key management employees. At the time of the adoption of the LTIP, the Compensation Committee (i) established a threshold Adjusted Operating Income (or “AOI”) goal in an amount that was substantially in excess of the Company’s AOI for the 12 months preceding the adoption of the LTIP, which was $9,250,000 (the “Base AOI”), and four increasingly higher AOI goals, for achievement over a performance period of six years ending on June 30, 2018 (the “Performance Period”), and (ii) granted to Messrs. Deuster and Wallace 108,883 and 40,831 restricted shares, respectively, under the LTIP. In fiscal 2014, the Committee granted Mr. Deuster and Mr. Wallace 91,117 and 34,169 additional restricted shares, respectively, under the LTIP. No grants of restricted shares were made under the LTIP, or otherwise, in fiscal 2016 or fiscal 2015 to Mr. Deuster or Mr. Wallace. As a result, the numbers of restricted shares that have been granted to Messrs. Deuster and Wallace under the LTIP total 200,000 and 75,000 shares, respectively.

The number of LTIP Shareseach Participant’s PSUs that would be earnedcan potentially vest under the 2019 LTIP was conditioned on (i)will be subject to a possible downward or upward adjustment as set forth in the extent to which, if any,following table:

Each PSU that those annual fiscal year AOI goals were achieved or exceededfully vests under the 2019 LTIP will be settled by the issuance of one share of Company during that six-year Performance Period, and (ii) the continued service of Messrs. Deuster and Wallace with the Company. The following table sets forth the percentage increases over the Base AOI of $9,250,000 required to be achieved by the Company in order for Messrs. Deuster and Wallace to earn shares under the LTIP and the corresponding percentages of their respective LTIP Shares that potentially could be earned if those increases were achieved.

To provide a measure of the difficulty of achieving the LTIP AOI goals, the above table also sets forth the probabilities of achievement of adjusted operating income goals comparable to the AOI goals under the LTIP by the companies comprising the Comparison Group, determined on the basis of their historical operating results for the 10 years ended June 30, 2016. As the table indicates, the probabilities that the Comparison Group of companies would have achieved adjusted operating income goals comparable to the LTIP Threshold Performance Goal, Intermediate Performance Goals and the Maximum Performance Goal were less than 25%, less than 20% and less than 15%, respectively.common stock.

The Committee believes that grantsOn the other hand, if none of restricted shares under the LTIP (the “LTIP Shares”) meet the following executive compensation objectives:

To assure that the LTIP meets the Committee’s compensation objectives, the LTIP Shares are subject to restrictions that prohibit each NEO from selling, pledging or otherwise transferring any of those Shares while they remain unvested (except for transfers on death or divorce), and are subject to forfeiture, in whole or part, in the event that one or more financial performance goals are notis achieved during the three year Measurement Period, then all of the PSUs granted to the CEO and CFO would become subject to forfeiture. Additionally, if Mr. Orlando’s or the NEO’sMr. Wallace’s continuous service with the Company is terminated or ceases for any reason prior to the full vesting of those Shares.

Numbers of Shares that can beEarned under the LTIP. The following table sets forth the numbers of performance-based restricted shares that can be earned under the LTIP based on the annual financial goals that are achieved during the six-year Performance Period (and assuming the continued service of the CEO and CFO with the Company during that Period):

However, once an AOI performance goal is achieved, no additional LTIP Shares will be earned unless a higher AOI performance goal is achieved in any of the remaining years of the Program.

Upon a determination that any of these AOI performance goals has been achieved, 50% of the NEO’s LTIP Shares that correspond to that performance goal will vest immediately; however, the remaining 50% will not fully vest (that is, will not cease to be subject to the risk of forfeiture) until June 30, 2021, all of the following fiscal year, provided that the NEO is still in the service of the Company on that date.

In fiscal 2013, none of the AOI goals were achieved. In 2014, the Company succeeded in achieving the Threshold Performance Goal and Intermediate Performance Goal #1. As a result, 50,000 of Mr. Deuster’s LTIP Shares and 18,750 of Mr. Wallace’s LTIP Shares were earned, of which 25,000 Shares and 9,375 Shares, respectively (the “Contingently-Vested Shares”), remainedhis PSUs would become subject to forfeiture, even if the performance goals had been or would have been achieved.

The threshold, target and maximum financial performance awards under the 2019 LTIP for 2019 were
$9.4 million, $11.7 million, and $14.1 million, respectively, of net cash flow. The Company achieved the maximum net cash flow goal for fiscal 2019 under the 2019 LTIP.

Service Contingent Grants.

Pursuant to the 2019 LTIP, the Committee also granted to Messrs. Orlando and Wallace 12,792 and 7,675 service contingent RSUs, respectively. One third of those RSUs became vested on June 30, 2019. The remainder of those RSUs will vest thereafter, in the event of a cessation oftwo equal or approximately equal installments, on June 30, 2020 and June 30, 2021, respectively, subject to their continued service with the Company on those dates. Accordingly, if Mr. Orlando’s or Mr. Wallace’s continuous service with the Company is terminated or ceases for any reason prior to June 30, 2015. Those Contingently-Vested Shares became fully-vested on June 30, 2015, because Messrs. Deuster and Wallace had continued in the service of the Company through that date.

No additional LTIP Shares were earned either in fiscal 2016 or fiscal 2015, because the Company did not achieve at least the next higher financial performance goal, which is Intermediate Performance Goal #2, in either of those years.vesting dates, all of his then unvested RSUs will become subject to forfeiture. Upon vesting, each RSU will be settled by the Company's issuance of one share of Company common stock.

Failure to Achieve 100%It is anticipated that, in each of the Financial Performance Goals. The LTIP provides that if the Company fails to achieve 100% of the LTIP performance goals by June 30, 2018, all of the LTIP Shares that are unearned as of that date will be forfeited. For example, if by June 30, 2018 the Company does not achieve any of the performance goals beyond Intermediate Performance Goal #1, all of the remaining unearned LTIP Shares (which, in this example, would represent 75% of the total number of LTIP Shares) granted, respectively, to Messrs. Deusterfiscal 2020 and Wallace would be forfeited.

Continuing Impact of the LTIP on Future Financial Performance. Because Messrs. Deuster and Wallace still have the opportunity to earn up to the remaining 75% of the performance-contingent restricted shares that were granted to them under the LTIP, we expect that the LTIP will continue to be effective in achieving the executive compensation objectives of2021, the Compensation Committee by providing meaningful financialwill grant our NEOs additional equity incentives, for Messrs. Deusterof which 50% (at target) are expected to take the form of PSUs that would incentivize the CEO and Wallace (i)CFO to focus their efforts on achieving the remaining AOIachievement by the Company of financial performance goals underto be established by the LTIPCommittee for each of those fiscal years, and (ii)the other 50% (at target) are expected to take the form of service-contingent RSUs to incentivize our CEO and CFO to remain in the Company’s service for so long as it remains likely that the Company will succeed in achieving those goals. As a result, the Compensation Committee concluded that there was no need to grant any new service or performance-contingent equity incentive awards to any of our NEOs in fiscal 2016.service.

In addition, the Company’s Incentive Compensation Clawback Policy has been made applicable to the 2019 LTIP. See –“Other Compensation Policies and Practices that Benefit our Stockholders- Incentive Compensation Clawback Policy” above.

Effect of Change ofin Control on the Vesting of PSUs and RSUs under the 2019LTIP Shares.

The PSUs and RSUs under the 2019 LTIP Shares were granted under the stockholder-approved equity incentive plans. Those plans provide that, in the event of a change ofin control of the Company, (as definedany then unvested equity incentives that had been granted to the Company’s officers, employees and directors will become fully vested and cease to be subject to forfeiture, unless the surviving party (or its parent company, if any) agrees to assume the Company’s outstanding equity incentives or to exchange new equity incentives of equivalent value for the Company’s then outstanding equity incentives on terms that are acceptable to and approved by the Compensation Committee, in those plans), the Committee would have the discretion to accelerate thewhich event there will be no accelerated vesting of the non-vestedoutstanding equity incentives due to the consummation of the change in control.

No Stockholder Rights prior to the Vesting of RSUs and PSUs

Unvested PSUs and RSUs are not deemed to constitute common stock or common stock equivalents. As a result, our CEO and CFO, as well as the other 2019 LTIP SharesParticipants, will not be entitled to exercise voting rights in respect of or to receive any dividends on any unvested PSUs or unvested RSUs. Additionally, to assure that the 2019 LTIP meets the Committee’s compensation and retention objectives, the PSUs and RSUs may not be sold, pledged or otherwise transferred while they remain unvested (except for transfers on death or divorce), and will be subject to the risk of forfeiture, in whole or part, in the event that the surviving corporation in the change of control transaction,financial performance goals are not fully achieved, or its parent company (if any) does not assume the LTIP Plan orgrant new equity incentives of equivalent valuein exchange for the then unvested LTIP Shares on terms approved by the Compensation Committee.

Dividend Policy Applicable to Unvested LTIP Shares. It is the policy of the Board of Directors that any dividends allocable to any LTIP Shares will begin to accrue only if, when and to the extent that any of those Shares become “Conditionally Vested Shares” as a result of the Company’s achievement of one or more of the AOI performance goals. Any such accrued dividends, however, will be paid on those Conditionally Vested Shares only if and to the extent they become fully vested and, therefore, any accrued dividends will be forfeited if, when and to the extent any such Conditionally Vested Shares are forfeited due to a cessation of the holder’s continuousan NEO’s service with the Company ceases prior to the full vesting of those Shares.the PSUs or RSUs. As a result the CEO and the CFO, and the other Participants, cannot obtain the financial performance rewards under the LTIP unless at least one of the financial performance goals is achieved and the CEO and CFO remain in the Company’s continued service through June 30, 2021.

Reasons for Using Adjusted Operating Income for Measuring our Financial Performance

The Compensation Committee has chosen to base cash and equity incentive compensation primarily on the Company’s operating income before non-cash equity compensation expense, because the Committee believes that this metric:

CEO Employment Agreement

Effective October 15, 2012,9, 2017, the Company and Mr. DeusterOrlando entered into an employment agreement pursuant to which he iswas employed as the Company’s CEO. The initial term of that agreement was one year, endingwhich had been scheduled to expire on October 15, 2013. The term of that Agreement has since been extended to9, 2018. In October 15, 2017.

In establishing the compensation to be paid to Mr. Deuster under his employment agreement,2018, the Compensation Committee reviewed publicly available executive compensation surveys and studiesapproved an agreement, with Mr. Orlando that extended the term of trends in public company executive compensation, which included datathe employment agreement for another year, to October 9, 2019. On September 24, 2019, with respect to the compensation generally being paid to chief executive officers by companies with revenues and market capitalizations similar to the Company’s revenues and market capitalization. In addition, in fiscal 2013approval of the Compensation Committee, obtained advice from Pearl Meyer regarding the reasonablenessCompany and Mr. Orlando entered into an amended & restated employment agreement (the “2019 Employment Agreement”), which supersedes the original employment agreement and further extends the term of Mr. Orlando’s employment as President and CEO of the terms of the compensation proposedCompany to be paid to Mr. Deuster under his employment agreement. In providing that advice, Pearl Meyer relied on its compensation expertise and on proprietary compensation data which it compiled in the ordinary course of its business. Pearl Meyer was not asked to and did not benchmark, or provide any customized comparisons of, the compensation proposed to be paid to Mr. Deuster under the employment agreement to the compensation being paid to chief executive officers of any specific publicly traded company or any group or index of publicly traded companies.September 30, 2020.

Set forth below is a summary of the material terms of Mr. Deuster’s employment agreementthe 2019 Employment Agreement, which is qualified in its entirety by reference to that Agreement, a copy of which is attached as in effectExhibit 99.1 to the Company’s Current Report on Form 8-K filed with the dateSEC as of this Proxy Statement.September 24, 2019.

Annual Salary. Mr. Deuster receives aOrlando’s base salary ofremains unchanged at $350,000 per year.

Incentive Compensation. Mr. Deuster’s employment agreementThe 2019 Employment Agreement provides that heMr. Orlando will be eligiblehave the opportunity to participate in the sameany cash, equity or other incentive compensation plans or programs that (i) are adopted by the Board of Directors or its Compensation Committee during the term of Executive’s employment as President and CEO and (ii) are established for other NEOs and other key management employees. Accordingly, Mr. Deuster was designated as a participant in LTIP that was adopted in fiscal 2013,generally made available to the Company’s executive officers, subject to the eligibility requirements and the fiscal 2015other terms and fiscal 2016 Cash Incentive Plans. For additional information regarding the 2016 Cash Incentive Plan and the compensation earned by Mr. Deuster thereunder, see “Elements of 2016 Executive Compensation –2016 Cash Incentive Plan” above.conditions thereof.

Service-Based Restricted Share Award. Pursuant to the employment agreement, in fiscal 2013 Mr. Deuster was granted 40,000 service-based restricted shares. As of June 30, 2016, all of these shares had become fully vested as a result of Mr. Deuster’s continued service with the Company through that date.

Severance Compensation. Mr. Deuster’s employment agreementThe 2019 Employment Agreement provides that if hisMr. Orlando’s employment is terminated due to his disability or death, or by the Company without cause or by him for Good Reason (as defined in the employment agreement)that Agreement) prior to the end of the term of the agreement,Agreement, then, his salary will continue to be paid and except in the case of his death, the Company will pay 100% of Mr. Deuster’sOrlando’s COBRA premiums for continued health insurance coverage, in each case for twothe immediately succeeding six months. These provisions modify the severance provisions of the original agreement, which had provided that upon termination of Mr. Orlando’s employment for any of these reasons, he would be entitled to receive salary continuation payments for the lesser of six months or the then unexpired portionremaining term of the term of his employment agreement whichever is shorter.at the time of such termination.

Compensation due to a Termination of Employment following a Change ofin Control of the Company.

If a change ofin control of the Company occurs(as defined in the 2019 Employment Agreement) were to occur while Mr. DeusterOrlando is the Company’s CEO and, upon or within the 12 months following that change ofin control, his employment is terminated either (i) without cause by the Company, or by its successor in the change ofin control transaction, or (ii) by Mr. Orlando for Good Reason by Mr. Deuster,(as defined in the 2019 Employment Agreement), then, he will be entitled to receive severance compensation comprised of (i) an amount equal to one (1) year’s salary payable to him in a single lump sum payment, and (ii) the payment of his COBRA premiums for continued health insurance coverage for six months.

Mr. Deuster’sOrlando’s employment agreement provides that the Company, or its successor in the change ofin control transaction, will become obligated to pay severance compensation and benefits to Mr. DeusterOrlando only upon a “double trigger” event. This means that no severance compensation will become payable solely because ofdue to the occurrence of a change ofin control of the Company. Instead, change ofin control severance compensation will be payable to Mr. Orlando only if, on the date of or within 12 months following consummation of the change ofin control transaction, there is a termination of Mr. Deuster’sOrlando’s employment without cause by the Company or its successor or by Mr. DeusterOrlando for Good Reason. The change ofin control severance provisions are intended (i) to preserve morale and productivity and encourage retention in the face of the disruptive impact that a change ofin control of the Company is likely to have, and (ii) to encourage Mr. DeusterOrlando to remain focused on the Company’s business and the interests of our stockholders when considering strategic alternatives that may be beneficial to our stockholders.

For additional information regarding the severance compensation and change of control compensation which could become payable to Mr. Orlando pursuant to his 2019 Employment Agreement, see “--Potential Payments upon Termination or Change in Control of the Company” below in this Proxy Statement.

Limitation for Purposes of Section 280G under the Internal Revenue Code. The change ofin control provisions of Mr. Deuster’sOrlando’s employment agreement provide that if and to the extent the severance compensation and benefits that would become payable to Mr. DeusterOrlando upon a termination of his employment would constitute excess “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and, therefore, would result in the imposition of excise taxes under the Code, then the amount of such severance compensation and benefits would be reduced to the extent necessary to avoid the imposition of those taxes.

The Company does not have employment agreements with any of its other NEOs.

Effect of a Change of Control on Outstanding Equity Incentives. The Company’s stockholder-approved equity incentive plans under which Mr. Deuster’sOther Compensation Policies and Mr. Wallace’s equity incentives have been granted providePractices that in the event of a change of control of the Company,Benefit our Stockholders

Other Compensation Committee will have the authority to take either of the following actions: (i) accelerate the vesting of the then unvested equity incentives that had been granted to the Company’s officers, employees and directors, or (ii) subject to the agreement of the other party to the change of control transaction, arrange for that other party to assume the Company’s outstanding equity incentives or to exchange new equity incentives of equivalent value for the Company’s then outstanding equity incentives.Matters

Other Compensation Matters

Benefits. The personal benefits provided to our Named Executive Officers are designed to establish a competitive benefits structure necessary to attract and retain key management employees. These personal benefits are the same as those provided to all of our full time employees generally. In fiscal 20162019 there were no perquisites or other personal benefits approved by the Committee for any of the named executive officers.

Nonqualified Deferred Compensation Plans. We have not established any nonqualified deferred compensation plans or programs for any of our NEOs.

Risk Considerations. Although a substantial portion of compensation provided to our executive officers is performance based, we believe that the following elements and design features of our executive compensation programs encourage our executive officers to remain focused on both the short-and longer-term operational and financial goals of the Company and have been designed to deter excessive or unnecessary risk-taking:

Taxation and Deductibility of Executive Compensation

To the extent readily determinable, the Committee considers the anticipated tax treatment to the Company and to the executives of various payments and benefits to be included in the executive compensation program.

Section 162(m) of the Code imposes an annual limit of $1.0 million on the amount that a public company may deduct for compensation paid to its chief executive officer or any of the company’s four other most highly compensated executive officers (collectively, “covered officers”). This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation. As a result, to reduce the likelihood that the annual compensation of any of those executive officers would, for purposes of Section 162(m) of the Code, exceed $1 million, the Committee has granted, as a significant portion of the compensation of our CEO and CFO performance-based equity and cash incentives which are designed to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code. Moreover, in the past the total annual compensation paid to our covered officers has always been less than $1.0 million and, consequently, the limitations imposed by Section 162(m) have not been a factor in the determination of the compensation paid to our executive officers. As a result, the Compensation Committee has not found it necessary to adopt a policy requiring all of their compensation to be deductible. If, in the future, it becomes likely that our Chief Executive Officer or any of the other covered officers would earn total compensation, exclusive of performance-based compensation, in excess of $1.0 million, the Committee would consider whether or not to modify the executive compensation practices in a manner that would preserve the full deductibility of performance based compensation. However, there can be no assurance that compensation paid to the Company’s executive officers will prove to be fully deductible by the Company for income tax purposes. Additionally, the Compensation Committee retains the discretion to grant equity incentives or pay compensation to our executive officers to accomplish varying corporate goals or objectives, even if such compensation does not constitute “qualifying performance based compensation” pursuant to Section 162(m) of the Code.

Accounting for Stock-Based Compensation. Beginning on and since July 1, 2005, the Company has been accounting for share-based awards in accordance with the requirements of Statement of Financial Accounting Standards No. 123 (revised 2004),Share-Based Payment, which has since been renamed and superseded by Financial Accounting Standards Board Accounting Standards Codification Topic 718,Stock Compensation (“ASC 718”). ASC 718 requires, in the case of a performance-contingent award (that is, a stock-based compensation award with respect to which vesting is subject to satisfaction of a performance condition), that stock-based compensation expense be recognized, for financial reporting purposes, if and when the achievement of the performance condition (and, therefore, the vesting of the award) has become probable. If it is subsequently determined that the performance condition was not satisfied, then the stock-based compensation expense previously recognized would be reversed. In determining the fair values, for accounting purposes, of service-based restricted share awards, the Company assumes that 100% of the shares will become vested.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended June 30, 2016, the members of the Compensation Committee were Ms. Farrington, its Chairperson, and Messrs. Martin, Moyer and Simmons. None of them was a Company officer or employee during fiscal 2016 or at any time during the preceding three years and, during fiscal 2016, none of them had any relationship required to be disclosed by the Company in this Proxy Statement pursuant to Item 404 of SEC Regulation S-K. During fiscal 2016, none of our executive officers (i) served as a member of the compensation committee of another entity, one of whose executive officers served on our Compensation Committee, (ii) served as a director of another entity, one of whose executive officers served on our Compensation Committee, or (iii) served as a member of the compensation committee of another entity, one of whose executive officers served as one of our directors.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement, as required by Item 402(b) of SEC Regulation S-K, with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

The Report of the Compensation Committee on Executive Compensation shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

Summary Compensation Table

The following table sets forth the amounts and components of the compensation received by each of our Named Executive Officers (“NEOs”) in the fiscal years ended June 30, 2016, 20152019 and 2014,2018, respectively.

Grants of Plan-Based Incentive Awards in Fiscal 2016

The following table provides information regarding grants of non-equity incentive plan awards, consisting of cash awards, granted to our NEOs in fiscal 2016. No options or other equity incentives were granted to our NEOs in fiscal 2016.

These cash incentives were granted under the Fiscal 2016 Cash Incentive Plan. Under that Plan 80% of Mr. Deuster’s Target Award, and 85% of Mr. Wallace’s Target Award was conditioned on the Company’s achievement of 2016 adjusted operating income goals (the “Financial Performance Awards”). Receipt of the remaining 20% of Mr. Deuster’s Target Award and the remaining 15% of Mr. Wallace’s Target Award was conditioned on the achievement of individualized performance goals established by the Compensation Committee for each of them. However, no Financial Performance Award could be earned under the Plan unless the Company achieved at least a threshold financial performance goal. In fiscal 2016 the threshold financial performance and threshold MBO goals were achieved, but neither the target nor the maximum financial or MBO goals were achieved. As a result, Messrs. Deuster and Wallace earned awards of $87,500 and $54,340, respectively, under the Fiscal 2016 Cash Incentive Plan. See “Compensation Discussionand Analysis —2016 Cash Incentive Plan” above in this Proxy Statement for additional information regarding the 2016 Cash Incentive Plan.

Mr. Hall, the Company’s President and Chief Operating Officer, was not granted any plan-based cash or equity incentives in fiscal year 2016 for his service as an NEO. See “—Compensation Discussion and Analysis— Executive Summary —We Pay for Performance and Structure Executive Compensation to Align the Interests of our NEOs with those of our Stockholders”.

Outstanding Equity Awards at June 30, 2016

The following table sets forth information regarding restricted stock awardsPSU and RSU grants to our CEO and CFO that were unearned as of June 30, 2016.2019. None of our NEOs held any stock options as of June 30, 2016.2019.