UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

the Securities Exchange Act of 1934

Filed by the Registrantxþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

CONCURRENT COMPUTER CORPORATIONCCUR HOLDINGS, INC.

(Name of Registrant as Specified in itsIn Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

CCUR HOLDINGS, INC.

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

AND

PROXY STATEMENT

 CCUR HOLDINGS, INC.

4375 River Green Parkway, Suite 210

Duluth, Georgia 30096

(770) 305-6434

NOTICE OF 20172019 ANNUAL MEETING OF STOCKHOLDERS

AND

PROXY STATEMENT

RETURN OF PROXY

Please follow the instructions for voting provided to you and vote your shares even if you plan to attend the meeting. If you attend the meeting and vote in person, the proxy will not be used. The immediate return of your proxy will be of great assistance in preparing for the meeting and is therefore urgently requested.

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD WEDNESDAY, OCTOBER 25, 2017

To our Stockholders:

You are cordially invited to attend the 20172019 Annual Meeting of Stockholders (the “Annual Meeting”) of Concurrent Computer CorporationCCUR Holdings, Inc. (“Concurrent” or the “Company”CCUR”) to be held at Concurrent’s9:00 a.m., Eastern Time, on Thursday, October 24, 2019 at CCUR’s corporate headquarters located at 4375 River Green Parkway, Suite 100,210, Duluth, Georgia 30096, at 9:00 a.m., ET, on Wednesday, October 25, 2017.30096. The meetingAnnual Meeting is being held to consider and act upon the following matters:

The Board of Directors recommends that you vote “FOR” Items 1, 2 and 3, and vote in favor of a frequency of every “1 YEAR” for Item 4. The proxy holders will use their discretion to vote on other matters that may properly arise at the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors established August 31, 201727, 2019 as the record date for the determination of stockholders entitled to receive notice of and vote at the meeting.Annual Meeting. Only holdersstockholders of record of CCUR’s common stock atas of the close of business on that date will be entitled to vote.vote at the Annual Meeting. A list of stockholders as of the record date will be available for inspection by stockholders at Concurrent’sCCUR’s corporate office located at 4375 River Green Parkway, Suite 100,210, Duluth, Georgia 30096 during regular business hours in the ten-day10-day period prior to the meetingAnnual Meeting and on the day of the meeting. During the meeting,Annual Meeting, it will be available for inspection at the meeting location.

Your vote is important. To be sure your shares are voted at the meeting,Annual Meeting, even if you plan to attend the meeting in person, please follow the instructions provided to you and vote your shares today. This will not prevent you from voting your shares in person if you are able to attend. Your cooperation is appreciated since a majority of the outstanding shares of Concurrent’sCCUR’s common stock entitled to vote must be represented, either in person or by proxy, to constitute a quorum.

We look forward to meeting with you on October 25, 2017.24, 2019.

	By Order of the Board of Directors,
	Derek J. Elder
	Wayne Barr, Jr.
	President andExecutive Chairman, Chief Executive Officer and President

Duluth, Georgia

October 2, 2017September 9, 2019

Important Notice regarding the Availability of Proxy Materials for the 2017 Annual Meeting of Stockholders to be held on October 25, 2017: The Proxy Statement and Annual Report to stockholders are available at www.proxyvote.com.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on October 24, 2019:   The Notice of 2019 Annual Meeting of Stockholders and Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended June 30, 2019 are available atwww.proxyvote.com.

CONCURRENT COMPUTER CORPORATION

Table of Contents

CCUR HOLDINGS, INC.

4375 River Green Parkway, Suite 100210

Duluth, Georgia 30096

(770) 305-6434

PROXY STATEMENT

This proxy statement and proxy card are first being sent

The Board of Directors of CCUR Holdings, Inc. (herein referred to stockholders onby terms such as “we,” “us,” “our,” “CCUR” or about October 2, 2017, and are furnishedthe “Company”) is providing these materials to you in connection with the solicitation of proxies to be voted at the 20172019 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at Concurrent’s9:00 a.m., Eastern Time, on Thursday, October 24, 2019 at CCUR’s corporate headquarters located at 4375 River Green Parkway, Suite 100,210, Duluth, Georgia 30096 at 9:00 a.m., ET, on Wednesday, October 25, 2017.30096. Your proxy is solicited by Concurrent’sCCUR’s Board of Directors (the “Board”) on behalf of Concurrent.CCUR.

ABOUT THE ANNUAL MEETINGGENERAL INFORMATION

Why am I receiving this proxy statement and proxy card?these materials?

You are receiving athese materials because the Board is soliciting your proxy statement and proxy card because, as ofto vote your shares at the close of business on August 31, 2017, you owned shares of Concurrent common stock.Annual Meeting. This proxy statementProxy Statement describes in detail issues on which we would like you, our stockholder, to vote. It also gives you information on these issues so that you can make an informed decision.

WhenWhat is a proxy?

The Board is asking for your proxy. This means you execute your proxy, you appoint Derek J. Elder, Warren Sutherland and Heather Asher each as your representatives atauthorize persons selected by the Annual Meeting. Mr. Elder, Mr. Sutherland and/or Ms. Asher willCompany to vote your shares at the meeting asAnnual Meeting in the way that you have instructed them oninstruct. All shares represented by valid proxies received and not revoked before the proxy card. This way, your sharesAnnual Meeting will be voted whetherin accordance with the stockholder’s specific voting instructions.

Why did I receive a one-page notice regarding Internet availability of proxy materials instead of a full set of proxy materials?

The Securities and Exchange Commission rules and regulations (the “SEC rules”) allow companies to choose the method for delivery of proxy materials to stockholders. For most stockholders, the Company has elected to mail a notice regarding the availability of proxy materials on the Internet (the “Notice of Internet Availability”), rather than sending a full set of these materials in the mail. The Notice of Internet Availability, or not you attenda full set of the proxy materials (including the proxy statement and form of proxy), as applicable, was sent to stockholders beginning on or about September 9, 2019, and the proxy materials were posted on the Investors page of CCUR’s corporate website,www.ccurholdings.com, under the ‘Company’ tab then ‘Investors’ then ‘Annual Reports,’ and on the website referenced in the Notice of Internet Availability on the same day. Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s stockholders and lowers the cost of the Annual Meeting. Even ifIf you planwould like to attend the meeting, it isreceive a good idea to complete, sign, date and return your proxy card in advancepaper or e-mail copy of the meetingproxy materials, you should follow the instructions in case your plans change.

If an issue comes upthe Notice of Internet Availability for vote at the meeting that is not on the proxy card, Mr. Elder, Mr. Sutherland and/or Ms. Asher will vote your shares, under your proxy, in accordance with their best judgment.requesting a copy.

What am I voting on?is included in these materials?

You are being asked to vote on: (1)These materials include:

If you received a paper copy of these materials by mail, these materials also include the election of five directors, (2) the ratification of the appointment of Deloitte & Touche LLP as Concurrent’s independent registered public accountantsproxy card or voting instruction form for the fiscal year ending June 30, 2018 (“Fiscal Year 2018”), (3) an advisory vote to approveAnnual Meeting.

What items will be voted on at the compensation of Concurrent’s named executive officers and (4) approval of an amendment to Concurrent’s Restated Certificate of Incorporation designed to extend protection of Concurrent’s tax benefits.Annual Meeting?

No cumulative voting rightsThere are authorized and dissenters’ rightsfour proposals scheduled to be voted on at the Annual Meeting:

The Board is not aware of any other matters to be brought before the Annual Meeting. If other matters are not applicable to these matters.properly raised at the Annual Meeting, the proxy holders may vote any shares represented by proxy in their discretion.

What are the Board’s voting recommendations?

The Board recommends that you vote your shares:

Who can attend the Annual Meeting?

Admission to the Annual Meeting is limited to:

Admission to the Annual Meeting will be on a first-come, first-served basis. Each stockholder may be asked to present valid photo identification, such as a driver’s license or passport, and proof of stock ownership as of the record date for admittance.

When is the record date and who is entitled to vote?

Stockholders as of the close of business onThe Board set August 31, 2017 are entitled to vote. This is referred to27, 2019 as the record date. EachAs of the record date, 8,923,657 shares of common stock, $0.01 par value per share, of CCUR were issued and outstanding. Stockholders are entitled to one vote per share of common stock outstanding on the record date on any matter properly presented at the Annual Meeting.

What is entitleda stockholder of record?

A stockholder of record or registered stockholder is a stockholder whose ownership of CCUR’s common stock is reflected directly on the books and records of the Company’s transfer agent, American Stock Transfer & Trust Company, LLC. If you hold common stock through an account with a bank, broker or similar organization, you are considered the beneficial owner of shares held in street name and are not a stockholder of record. For shares held in street name, the stockholder of record is your bank, broker or similar organization. CCUR only has access to one vote.ownership records for the registered shares. If you are not a stockholder of record and you wish to attend the Annual Meeting, CCUR will require additional documentation to evidence your stock ownership as of the record date, such as a copy of your brokerage account statement, a letter from the stockholder of record (e.g., your bank, broker or other nominee) or a copy of your voting instruction form or Notice of Internet Availability.

How do I vote?

You may vote by any of the following methods:

How can I revoke my proxy or change my vote?

Stockholders of record. You may revoke your proxy or change your vote at any time prior to the taking of the vote at the Annual Meeting by (i) submitting a written notice of revocation to the Company’s Corporate Secretary at CCUR Holdings, Inc., 4375 River Green Parkway, Suite 210, Duluth, Georgia 30096; (ii) delivering a proxy bearing a later date using any of the voting methods described in the immediately preceding Q&A, including by telephone or via the Internet. Depending on how your shares are held, you may be able to vote viaInternet, and until the Internet. If this option is available to you, you will have received an insert with this proxy statement explainingapplicable deadline for each method specified in the procedure.

You may vote via telephone. Depending on how your shares are held, you may be able to vote via telephone. If this option is available to you, you will have received an insert with this proxy statement explaining the procedure.

You may vote by mail. You do this by signing youraccompanying proxy card or Notice of Internet Availability; or (iii) attending the Annual Meeting and mailing itvoting in person. Attendance at the prepaid and addressed envelope.

You mayAnnual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request or vote in person at the meeting. Written ballotsFor all methods of voting, the last vote cast will be passed outsupersede all previous votes.

Beneficial owners of shares held in street name. You may revoke or change your voting instructions by following the specific instructions provided to anyone who wants to vote atyou by the meeting. If you holdstockholder of record (e.g., your shares through abank, broker bank or other nominee,nominee), or, if you must requesthave obtained a legal proxy from your stockbroker in order to vote at the meeting. Please note that if you request a legal proxy, any previously submitted proxy will be revoked and your shares will not be voted unless you attendstockholder of record, by attending the Annual Meeting and votevoting in person or appoint another proxy to vote on your behalf.person.

Are voting procedures differentWhat happens if I hold myvote by proxy and do not give specific voting instructions?

Stockholders of record. If you are a stockholder of record and you vote by proxy, by telephone, via the Internet or by returning a properly executed and dated proxy card by mail, without giving specific voting instructions, then the proxy holders will vote your shares in the name ofmanner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion for any other matters properly presented for a broker, bank or other nominee?vote at the Annual Meeting.

Beneficial owners of shares held in street name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares are held in “street name” through a broker, bank or other nominee, please refer towith specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions they provide regardingfrom you on how to vote your shares oron a “non-routine” matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to revokevote on that matter with respect to your shares. This is referred to as a “broker non-vote.”

The election of directors, the advisory vote to approve CCUR’s named executive officer compensation in Fiscal Year 2019 and the advisory vote on the frequency of future advisory votes to approve the Company’s named executive officer compensation are “non-routine” matters. Consequently, without your voting instructions. If you holdinstructions, the organization that holds your shares incannot vote your shares on these proposals. The ratification of the nameappointment of Marcum LLP as CCUR’s independent registered public accounting firm for Fiscal Year 2020, is considered a broker, bank or other nominee, the availability of telephone and Internet voting depends on their voting processes. Street name holders may vote in person only if they have a legal proxy as described above.“routine” matter.

What is the voting requirement to approve each of the proposals?

What is the quorum for the Annual Meeting? How manyare withhold votes, do you need to hold the meeting?abstentions and broker non-votes treated?

As of August 31, 2017, there were 9,843,703 shares of Concurrent’s common stock outstanding and each share is entitled to one vote. A majority of Concurrent’s outstanding shares as of the record date must be present at the meeting eitherThe presence, in person or by proxy, in orderof the holders of a majority of the outstanding shares entitled to holdvote is necessary for the meeting and conduct business. This is called a quorum.

transaction of business at the Annual Meeting. Your shares will beare counted as being present if you vote in person at the Annual Meeting, by telephone, via the Internet or by returning a properly executed and dated proxy card or voting instruction form by mail. Abstentions and broker non-votes are counted as present at the meeting if you:

What does it mean if I receive more than one proxy card?

It means that you have multiple accounts at the transfer agent and/or with a broker, bank or other nominee. Please vote all proxies to ensure that all your shares are represented at the meeting. In the future, you may wish to consolidate as many of your transfer agent accounts or accounts with brokers, banks or other nominees as possible under the same name and address for better customer service.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the meeting. You may do this by:

How may I vote for the nomineespurpose of determining a quorum for election of director?the Annual Meeting.

With respect to the election of nominees for director, you may:

How manydirectors, only “for” and “withhold” votes must the nominees for election of director receive to be elected?

Directors are elected by a plurality vote. As a result, the five nominees receiving the highest number of affirmative votes will be elected as directors. This number is called a plurality.

What happens if a nominee is unable to stand for re-election?

The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter event, shares represented by proxies may be voted for a substitute nominee.

How may I votecast. Withhold votes and broker non-votes are not considered votes cast for the ratification of the appointment of the independent registered public accountants?

With respect to the proposal to ratify the appointment of Deloitte & Touche LLP as Concurrent’s independent registered public accountants for Fiscal Year 2018, you may:

How many votes must the ratification of the appointment of the independent registered public accountants receive to pass?

The ratification of the appointment of the independent registered public accountants must receive the affirmative vote of a majority of the votes cast affirmatively or negatively to pass.

How may I vote on the advisory vote to approve the compensation of Concurrent’s named executive officers?

With respect to the advisory vote to approve the compensation of Concurrent’s named executive officers, you may:

How many votes must the advisory vote to approve the compensation of Concurrent’s named executive officers receive to pass?

The proposal to approve the compensation of Concurrent’s named executive officers must receive the affirmative vote of a majority of the votes cast affirmatively or negatively to pass.

How may I vote for the approval of the amendment to the Company’s Restated Certificate of Incorporation?

With respect to the proposal to amend the Company’s Restated Certificate of Incorporation, you may:

How many votes must the approval of the amendment to the Company’s Restated Certificate of Incorporation receive to pass?

The approval of the amendment to the Company’s Restated Certificate of Incorporation must receive the affirmative vote of a majority of the outstanding shares of common stock to pass.

What happens if I sign and return my proxy card but do not provide voting instructions?

If you return a signed card but do not provide voting instructions, your shares will be voted FOR the five named director nominees, FOR the ratification of the appointment of the independent registered public accountants, FOR approval of the compensation of the Company’s named executive officers, and FOR approval of the amendment to the Company’s Restated Certificate of Incorporation. In addition, your proxy will be voted at the discretion of Mr. Elder, Mr. Sutherland and/or Ms. Asher with respect to any other business that properly comes before the meeting.

If you mark your voting instructions on the proxy card, your shares will be voted as you instruct.

What if I abstain from voting?

Abstentions with respect to a proposal are counted for purposes of establishing a quorum. If a quorum is present, WITHHOLD AUTHORITY votes have no effect on the outcome of a vote on the election of directors. However, abstentions will have the effect of a vote AGAINST the approval of the amendment to the Company’s Restated Certificate of Incorporation. Abstentions will have no impact on the outcome of any of the two other proposals, as they are not counted as votes cast affirmatively or negatively.

Will my shares be voted if I do not vote my proxy?

If your shares are held in “street name” through a bank, broker or other nominee, your brokerage firm may vote your shares under certain circumstances if you do not provide voting instructions. These circumstances include certain “routine” matters, such as the ratification of the appointment of our independent registered public accountants. Therefore, if you do not vote your proxy, your brokerage firm may either vote your shares on routine matters or leave your shares unvoted. When a brokerage firm votes its customers’ unvoted shares on routine matters without receiving voting instructions, these shares are counted for purposes of establishing a quorum to conduct business at the meeting and in determining the number of shares voted FOR or AGAINST the routine matter.

A brokerage firm cannot vote customers’ shares on non-routine matters, which includes the election of directors, approval of the amendment to the Company’s Restated Certificate of Incorporation, and approval of the compensation of the Company’s named executive officers. We expect that brokerage firms will be able to vote customers’ shares for the ratification of the appointment of the independent public accountants. If your brokerage firm has not received voting instructions on a non-routine matter, these shares will be considered “broker non-votes” to the extent that the brokerage firm submits a proxy. Broker non-votes will be counted for purposes of establishing a quorum to conduct business at the meeting, will count AGAINST approval of the amendment to the Company’s Restated Certification of Incorporationforegoing purpose and will have no effect on the outcome of the proposal.

With respect to the ratification of the appointment of Marcum LLP as CCUR’s independent registered public accounting firm for Fiscal Year 2020 and the approval, on an advisory basis, of CCUR’s named executive officer compensation in Fiscal Year 2019, you may vote “for” or “against” the proposals, or you may “abstain” from voting on the proposals. Abstentions and broker non-votes are not considered votes cast for the foregoing purposes and will have no effect on the outcome of the proposals. As discussed above, because the ratification of the appointment of Marcum LLP as CCUR’s independent registered public accounting firm for Fiscal Year 2020, is considered a “routine” matter, we do not expect any broker non-votes with respect to this proposal.

With respect to the advisory vote on the frequency of future advisory votes to approve CCUR’s named executive officer compensation, you may vote for anya frequency of future advisory “say-on-pay” votes of every “one year,” “two years” or “three years,” or you may “abstain” from voting on this proposal. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the vote for this proposal.

Who are the proxy holders and how will they vote?

The persons named as attorneys-in-fact in the proxies, Warren Sutherland and Heather Asher, were selected by the Board and are officers of the Company. If you are a stockholder of record and you return a properly executed and dated proxy card but do not provide specific voting instructions, your shares will be voted on the proposals as follows:

If other proposals to be considered atmatters properly come before the Annual Meeting.Meeting and you do not provide specific voting instructions, your shares will be voted on such matters in the discretion of the proxy holders.

Where docan I find the voting results of the meeting?Annual Meeting?

We will announce preliminary or final voting results at the Annual Meeting and will publish the final results in a Current Report on Form 8-K filed within four business days after the meeting. The report will be filed with the Securities and Exchange Commission (“SEC”(the “SEC”), and you may obtain a copy by contacting within four business days of the Corporate Secretary at (678) 258-4000, through our website atwww.concurrent.com orcompletion of the SEC’s EDGAR system at www.sec.gov.meeting.

How do I obtain a copy of the 2017 Annual Report to Stockholders and the 2017 Annual Report on Form 10-K?SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

Concurrent’s Annual Report to Stockholders forThe table below provides information about the year ended June 30, 2017, which includes our Form 10-K for the year ended June 30, 2017, accompanies this proxy statement. In addition, these documents can be found on the Investors pagebeneficial ownership of Concurrent’s corporate website (www.concurrent.com) under the ‘Company’ tab.

At the written request of any common stockholder who ownsCCUR’s common stock as of August 27, 2019, by each person known by the close of business on the record date, we will provide, without charge, a copy of our 2017 Annual Report on Form 10-K, including the financial statements and financial statement schedules, as filed with the SEC, except exhibits thereto. If requested by eligible stockholders, we will provide copiesCompany to beneficially own more than 5% of the exhibitsoutstanding shares of the Company’s common stock as well as by each director, director nominee and named executive officer and by all directors and executive officers as a group. In computing the number of shares beneficially owned by a person and the ownership percentage of that person, shares deemed outstanding include shares of CCUR’s common stock subject to stock options held by that person that are currently exercisable or exercisable within 60 days of August 27, 2019. However, these shares are not deemed outstanding for a reasonable fee. Requests for copiesthe purposes of our Annual Reportcomputing the ownership percentage of any other person. The ownership percentage is based on Form 10-K should be mailed8,923,657 shares of CCUR’s common stock outstanding as of August 27, 2019. Except as otherwise indicated in the footnotes below, each of the persons named in the table has sole voting and investment power with respect to the Corporate Secretary atsecurities indicated as beneficially owned by such person, subject to community property laws where applicable. Unless otherwise indicated in the footnotes below, the address for each of the beneficial owners is c/o CCUR Holdings, Inc., 4375 River Green Parkway, Suite 100,210, Duluth, Georgia 30096.

ELECTION OF DIRECTORS

(Item 1 of Notice)

In accordance with our AmendedThe Board currently consists of three members and Restated Bylaws (the “Bylaws”), the Board has fixed the number ofdetermined to nominate those three members for election as directors at five members. The following nominees are standing for re-election to the Board at the meeting:Annual Meeting: Wayne Barr, Jr., Derek J. Elder, Robert M. Pons,David Nicol and Steven G. Singer, and Dilip Singh. Directors will be elected to hold office until the 2018 Annual Meeting of Stockholders or until their successors have been duly elected and qualified.

On July 14, 2017, Concurrent filed a Form 8-K announcing the resignation of its three longest-tenured directors: Steve G. Nussrallah (then Chairman of the Board), Charles Blackmon and Larry L. Enterline (together the “Resigning Directors”). Upon receipt of the resignation letters of the Resigning Directors, theSinger. The Board, by resolution in accordance with our Bylaws, reducedAmended and Restated By-laws, has fixed the number of directors to four members.

On July 31, 2017, Concurrent filed a Form 8-K announcingthree members as of the additionAnnual Meeting. If elected, each nominee will serve until his term expires at the 2020 Annual Meeting of a fifth seat on the BoardStockholders or until his successor is duly elected and the appointment of Steven G. Singer to fill such vacant seat.

Except for the foregoing, there are no arrangements or understandings between any nominee and any other person pursuant to which he was or is to be selected as a director or nominee. Nonequalified. All of the nominees are currently serving as directors and were elected to the Board at the 2018 Annual Meeting of Stockholders. Each nominee has a family relationshipagreed to be named in this Proxy Statement and to serve if elected.

Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board.

The Board determines the independence of its members based on the standards specified by The NASDAQ Stock Market (“NASDAQ”).¹ The Board has reviewed the relationships between CCUR and each director to determine compliance with the NASDAQ independence standards. In recommending to the Board that it determine each director is independent, the Nominating Committee considered whether there were any other nomineefacts, circumstances or directortransactions that might impair a director’s independence. No other facts, circumstances or transactions were material to either the Company (or its subsidiaries) or the director. The Nominating Committee also considered that the Company’s subsidiary LM Capital Solutions, LLC, in the ordinary course of business, connects syndicate participants with available capital with funders that have established merchant cash advance facilities and are searching for capital to meet merchant demands, including syndicate participants that may be affiliated with family members or affiliates of directors. The Board determined that in any executive officersuch transaction, the transaction (i) was not material to the Company or the other companies involved, (ii) did not involve a material interest of Concurrent or any of our directors, (iii) was in the ordinary course of business for the companies involved and (iv) were on terms and conditions available to similarly situated participants. Therefore, the Board determined they did not impair such director’s independence. Based on its subsidiaries. Thereview, the Board has determined that alleach of Messrs. Nicol and Singer is independent and Dilip Singh was independent until his departure from the nominees areBoard on November 8, 2018. Mr. Barr was determined not to be independent within the meaning of the Nasdaq listing standards other than Mr. Elder, who servesbased on his position as Concurrent’s President and Chief Executive Officer (“CEO”).and President of the Company.

The Board unanimously recommends athat you vote “FOR” the fiveelection of each of the three nominees for Director.director named in this Proxy Statement.Unless otherwise specified, proxies will be voted“FOR” the election of each of the three nominees for director named in this Proxy Statement.

Nominees for Election of Director

Information on each of the nominees for the Board, including each nominee’s principal occupationoccupations and business experienceemployment for at least the last five years, the names of other publicly held companies for which he serves as a director or has served as a director in at least the last five years, and the experience, qualifications, attributes and skills considered among the most important by our Nominating Committee and the Board in determining that the nominee should serve as a director, is set forth below.

Wayne Barr, Jr. Age 5355 and a director since August 2016. Mr. Barr isserved as Executive Chairman of the Board and Interim Chief Executive Officer and President of the Company from February 2018 through his election as Chief Executive Officer and President, effective March 1, 2019. Prior to his election as Interim Chief Executive Officer and President, Mr. Barr had served as Chairman of the Board’s Audit Committee, the Audit Committee Financial Expert and a member of the Compensation and Nominating committees. Since January 2013,Board since July 2017. Mr. Barr has beenwas Managing Director of Alliance Group of NC, LLC, a full servicefull-service real estate firm in North Carolina. He isCarolina, from May 2012 to September 2018. Since February 2007, he has served as the principal of Oakleaf Consulting Group LLC, a management consulting firm focusing on technology and telecommunications companies, which he founded in 2001. Mr. Barr also co-founded and was President from 2003 to 2008 of Capital & Technology Advisors, LLC a management consulting and restructuring firm. Mr. Barr has been a director of Aviat Networks, Inc. since November 2016 and serves on its audit committee. Mr. Barr has also been a director of(i) HC2 Holdings, Inc. (NYSE: HCHC) since 2014, where he has served as a member of the audit committee since March 2019 and previously served, from January 2014 through June 2016, as (a) chairman of the audit committee overseeing the preparation and review of its financial statements and other public company filings and served on(b) a member of the nominating committee until June 2016.and (ii) Alaska Communications Systems Group, Inc. (NASDAQ: ALSK) since May 2018 and serves on its compensation committee. He has previously served on the board of directors of Anacomp, Evident Technologies, Inc., Globix Corporation, IoSat Holdings Limited, Leap Wireless International, NEON Communications and NEON Communications.Aviat Networks, Inc.

We believe Mr. Barr’s wide range of experience serving as an executive and director, including as a director of other publicly-tradedpublicly traded companies, and experience in advising on and overseeing complex accounting and financial issues qualify him to serve as a director of our Board.

Derek J. Elder. Age 46 and a director since November 2014. Since November 2014, Mr. Elder has been Concurrent’s President and CEO. Prior to joining Concurrent, Mr. Elder served as Senior Vice President and General Manager of the DOCSIS & Multiservice Gateway business at ARRIS Group, Inc. (“ARRIS”) since April 2013. He also held a number of other leadership positions at ARRIS in sales, product management and marketing during his ten-year tenure at ARRIS, including serving as Senior Vice President & General Manager, Touchstone Broadband CPE Division from March 2011 to April 2013, Senior Vice President, Product Management & Marketing from May 2008 to May 2011 and Senior Vice President, North American Sales prior thereto. Prior to ARRIS, Mr. Elder was a technology and business leader at Tropic Networks, Cisco Systems and Narad Networks, Inc. 

We believe Mr. Elder’s day-to-day leadership as our CEO, extensive experience in the telecommunications industry and unique understanding of our operations, opportunities and challenges qualify him to serve as a directormember of ourthe Board.

¹While the Company’s stock ceased trading on the NASDAQ Global Market and began trading on the OTCQB Venture Market on March 27, 2018, the Board continues to use the NASDAQ independence standards to assess director independence as a part of its corporate governance program.

Robert M. Pons.David Nicol.Age 6174 and a director since February 2018. Mr. Nicol is a seasoned board director and advisor for technology-based businesses. He has been a director of Evolving Systems, Inc. (NASDAQ:EVOL) since March 2004 and Nanoveu Limited (ASX:NVU) since July 2012.2018 and also serves as a director for two private companies. At Evolving Systems, Inc. Mr. PonsNicol has served on the (i) audit committee since March 2004 and as the committee chairman since January 2011 and (ii) compensation committee since March 2004 and as its committee chairman since November 2005. Mr. Nicol is Chairman of the Board’s Compensation Committee and aan active member of the AuditNational Association of Corporate Directors and Nominating committees.Financial Executives International. Since November 2011,2015, he has been on the faculty in the Finance Department at the Bloch School of Management at the University of Missouri – Kansas City. From February 2012 through July 2015, Mr. Pons has served asNicol was President & CEOand Chief Operations Officer of hisStrongwatch, Inc., a security innovation company Spartan Advisors, Inc.that was subsequently acquired. Prior to that, he was a consultant to several companies, each subsequently acquired by listed companies. From May 2016 to December 2016,January 2006 through January 2009, Mr. Pons served asNicol was Executive Vice President of PTGi-ICS, a wholly owned subsidiary of HC2 Holdings,and Chief Financial Officer for Solutionary, Inc. (formerly PTGi Holdings, formerly Primus Telecommunications). From May 2014 until May 2016 he served as Executive President of Business Development of HC2 Holdings, Inc, a diversified holding company, with operating subsidiaries primarily in the United States and the United Kingdom. From April 2011 to March 2014, he was Chairman of the board of directors of Live Microsystems, Inc. (formerly Live Wire Mobile, Inc.), a digital content solutionmanaged IT security services provider, for mobile carriers, handset manufacturers and media companies. From January 2008 to January 2011, he was Senior Vice President, Capital Markets, at TMNG Global, a global consulting firm to technology, media, communications and financial services companies.since acquired by NTT Security. Prior to this,2006, Mr. Pons served in a number ofNicol held numerous senior executive positions focused on operations, strategy, product management roles inand business development at communication and technology service companies, including Uphonia (formerly SmartServ Online, Inc.), a wireless applications development companywhich included Fortune 500 companies as well as smaller earlier stage and FreedomPay, a cashless retail payment system vendor. Mr. Pons currently serves on the board of directors of Inseego Corp. (formerly Novatel Wireless) (a member of the compensation committee). He has previously served on the board of directors of Arbinet, MRV Communications, Inc. (Vice Chairman and a member of the audit committee) Proxim Wireless, Network-1 Security Systems, DragonWave, Inc. and HC2 Holdings, Inc.growth companies.

We believe that Mr. Pons’ broad operational executive management and boardNicol’s experience in technologyadvising and overseeing complex accounting and financial issues and broad experience advising a diverse group of companies as a director and success in strategic activities with various companiesexecutive qualify him to serve as a directormember of ourthe Board.

Steven G. Singer. Age 5658 and a director since July 2017. Mr. Singer currently serves as a consultant for Remus Holdings, Inc., a closely held investment company, a position he has held since April 2016. From 2000 to 2016, Mr. Singer served as the Chairman and CEOChief Executive Officer of American Banknote Corporation, a public company through 2007 and provider of secure financial products and solutions.solutions and a public company through 2007. Prior to that, Mr. Singer was Executive Vice President and Chief Operating Officer of Remus Holdings, Inc., a closely-held investment company, a position he held from 1994 to 2000. Mr. Singer has served on numerous public and private company boards, including ABNote do Brazil (a publicly-tradedpublicly traded subsidiary of American Banknote Corporation now operating as Valid SA), CooperVision, Inc., Anacomp, Inc., Motient Corporation (now operating as TerreStar Corporation) and, Globix Corporation. Through approximately 2007, Mr. Singer also served on the boards ofCorporation, TVMAX Holdings, Inc. and Galaxy Cable, Inc. (now operating as Galaxy Cablevision). In addition, Mr. Singer served as Chairman of the board of directors of Motient Corporation and Globix Corporation.

We believe that Mr. Singer’s extensive experience as a director and executive in thea diverse range of industries, including secure transactions, payment solutions, telecommunications, technology and diversified manufacturing sectors, qualify him to serve as a directormember of ourthe Board.

Dilip Singh. Age 69 and a director since July 2012. Mr. Singh is Chairman of the Nominating Committee and a member of the Audit and Compensation committees. Mr. Singh currently serves as Executive Chairman and Founder of Matellio LLC, a global software engineering services company. From December 2013 until March 2016, Mr. Singh was a general partner of Value Generation Capital Fund. Mr. Singh was the interim Chief Executive Officer and President of InfuSystem Holdings, Inc., a healthcare services company, from April 2012 to April 2013. From July 2010 to December 2011, he was the interim Chief Executive Officer of MRV Communications, Inc., a network equipment provider and systems integration company. From December 2008 to May 2009, he was Chief Executive Officer of Telia-Sonera N-Cell, an Asian mobile operator. From 2004 to 2008, Mr. Singh was President and Chief Executive Officer of Telenity, Inc., a software company providing convergence applications, service delivery platforms and other value added services. Prior to this, he served in several roles at ADC Telecommunications, Inc., NewNet, IntelliNet Technologies, Inc., MC Venture Partners, Sprint Corporation and Alcatel-Lucent. Mr. Singh has previously served as Chairman of the board of directors of On-Track Innovations Ltd., and on the board of directors of ALCO Stores, Inc., MRV Communications, Inc. and InfuSystems Holdings, Inc.

We believe that Mr. Singh’s 50 years of operational executive management and board experience with global telecom carriers, network equipment providers, healthcare services, software and systems integration services, and medical and venture capital companies qualify him to serve as a director of our Board.

CORPORATE GOVERNANCE AND COMMITTEES OF THE BOARD

ConcurrentCCUR is organizedincorporated under the laws of the State of Delaware and is governed by the Board. As permitted under Delaware law and Concurrent’sCCUR’s Restated Certificate of Incorporation and Bylaws,Amended and Restated By-laws, the Board has established and delegated certain authority and responsibility to threefour standing committees: the Audit Committee, the Compensation Committee, the Nominating Committee and Nominatingthe Asset Management Committee. The Board annually reviews the membership of and the authority and responsibility delegated to each committee.

Concurrent’sThe Board is committed to sound business practices, transparency in financial reporting and effective corporate governance. The Board annually reviews Concurrent’sCCUR’s corporate governance policies and practices in light of the requirements of applicable law and the listing standards of Nasdaq. Concurrent’sOTC Market.² The Board meets regularly and no less than twice a year in executive sessions which are comprised of the independent directors. ConcurrentCCUR has adopted Corporate Governance Guidelines (“Guidelines”), a Business Code of Ethics and Compliance Policies for all employees, a Code of Ethics for Senior Executive and Financial Officers, and an Accounting/Auditing Complaint Policy. Concurrent’sCCUR’s Guidelines, codes of ethics and its Accounting/Auditing Complaint Policy are available on the Investors page of Concurrent’sCCUR’s corporate website, (www.concurrent.com)www.ccurholdings.com, under the ‘Company’ tab in the Corporate Governance section.then ‘Investors’ then ‘Corporate Governance.’ Any amendments to, or waivers of,from, our Code of Ethics for Senior Executive and Financial Officers (to the extent required to be disclosed pursuant to Form 8-K) will be disclosed on our corporate website,www.ccurholdings.com, promptly following the date of such amendment or waiver. By referring to the Company’s corporate website,www.ccurholdings.com, or any portion thereof, including the Investors page of the Company’s corporate website, the Company does not incorporate its corporate website or its contents into this Proxy Statement.

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

Mr.Wayne Barr, an independent director, has served asJr. currently holds the positions of Executive Chairman of ourthe Board, since July 2017Chief Executive Officer and as a director since August 2016.President of the Company. Our Guidelines provide that the Board retains discretion to elect a non-independent director to serve as Chairman will beof the Board. The Company’s Guidelines further provide that if the Board determines that a non-independent director may serve as Chairman of the Board, the Board may designate an independent director under applicable legal and regulatory rules. The Chairman is elected by and from the membersto chair executive sessions of the Board.independent directors. The Board does not currently have a lead independent director.

We believe that combining the role of Chairman of the Board and Chief Executive Officer (i) enhances alignment between the Board and management in strategic planning and execution as well as operational matters and (ii) streamlines Board process in order to conserve time for the consideration of the important matters the Board needs to address. We believe that it is beneficial for CCUR to have a non-executivecombined Chairman who is responsible for leadingand Chief Executive Officer role following the Board. We also believe our Presidentsale of the Company’s prior business divisions and CEO should be principally responsible for running the Company.establishment of its real estate and merchant cash advance operating segments, given the Company’s desire to consolidate and increase efficiency while the Asset Management Committee evaluates additional opportunities to maximize the value of the Company’s sale proceeds and other assets and build upon the Company’s continuing operations. Under our Guidelines and Amended and Restated By-laws, our Bylaws, our non-executiveExecutive Chairman:

Our

²As announced in a Current Report on Form 8-K filed with the SEC on March 27, 2018, CCUR’s stock listing was transferred to the OTCQB Venture Market as of March 27, 2018.

The Board currently has fourthree members, consisting of two independent membersdirectors and only one non-independent member, our CEO.director (our Executive Chairman, Chief Executive Officer and President). We have threefour standing board committees (Audit,Board committees: the Audit Committee, the Compensation Committee, the Nominating Committee and Nominating)the Asset Management Committee (collectively, the “Standing Committees”). All of these committees³ Except for the Asset Management Committee, the Standing Committees are comprised solely of independent directors, each with a different independent director serving as chair of the committee.directors. We believe that the number of independent, experienced directors that make up ourthe Board along with the independentleadership and oversight of the Board by our non-executiveExecutive Chairman benefits ourthe Company and ourits stockholders.

Under the Guidelines, ourthe Board provides oversight of Concurrent’sCCUR’s risk management processes. Pursuant to the Guidelines and the charter of our Audit Committee, the Audit Committee is primarily responsible for reviewing policies with respect to risk assessment and risk management and meeting periodically with management to review Concurrent’sCCUR’s major financial risk exposures and steps management has taken to monitor and control such exposures. Each of ourthe Board committees also considers the risks within its area of responsibilities. For example, in accordance with its charter, our Compensation Committee reviews Concurrent’sCCUR’s incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk takingrisk-taking and periodically considers the relationship between risk management and incentive compensation. We believe that the leadership structure of ourthe Board supports its effective oversight of Concurrent’sCCUR’s risk management.management, particularly given that the Board’s standing committees that hold oversight of the Company’s financial and accounting functions and compensation structure are comprised of independent directors.

Directors

The responsibility of the directors is to provide direction and oversight and to exercise their business judgment to act in what they reasonably believe to be in the best interests of ConcurrentCCUR and its stockholders. In discharging that obligation consistent with their fiduciary duties, to stockholders, directors are entitled to rely on the honesty and integrity of Concurrent’sCCUR’s executives and its outside advisors and auditors. Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities with due care. Directors are expected to review in advance any information distributed before meetings.

Board Meeting Attendance

During the fiscal year ended June 30, 2017 (“Fiscal Year 2017”), there were 24 meetings2019, the Board held 10 meetings. Each incumbent director attended all of the Board. All the directors who served during the year attended more than 75% of the aggregate of (1) the total number of meetings of the Board and (2) the total number of meetings held by all standing committees of the Board on which eachthe director served.served during Fiscal Year 2019.

The Board has adopted a policy that each director is encouraged to attend Concurrent’sCCUR’s regularly scheduled annual meeting of stockholders. AllThree of the four directors servingin office at the time, including all of Concurrent’s 2016the Company’s current directors, attended the 2018 Annual Meeting of Stockholders attended the meeting. We expect that all fiveStockholders.

³In anticipation of the nomineesclosing of the Content Delivery sale in Fiscal Year 2018, the Board established the Investment Committee, a special sub-committee of the Board, for electionthe purpose of considering alternative means to deploy our sale proceeds and other corporate assets to maximize long-term value for our stockholders. Such alternatives included, but were not limited to, evaluating opportunities to acquire all or a controlling interest in one or more operating businesses or assets intended to provide attractive returns for our stockholders and result in appreciation in value, a more liquid trading market for our stock, and an enhanced ability for us to utilize our existing U.S. federal net operating loss carryforwards. During Fiscal Year 2019, the Board dissolved the Investment Committee and established the Asset Management Committee as Director will attenda Standing Committee to continue evaluation of strategic opportunities on a long-term basis. The Asset Management Committee, among other things, continues the Annual Meeting.work of the former Investment Committee by providing oversight of any potential acquisitive activities that the Company may consider from time to time, and the Company’s ongoing operations and assets and the operations and assets of any subsequently acquired businesses.

Committees of the Board

The membership of each of the Board’s standing committees as of July 1, 2017,Audit, Compensation and Nominating Committees is indicated in the table below:following table:

However, per (1) the resignations of the Resigning Members and dissolution of the Executive Committee (dissolved by Board resolution in accordance with our Bylaws) effective as of July 14, 2017 and (2) Mr. Singer’s appointment to the Board effective as of July 28, 2017, the Board’s standing committee composition as of July 28, 2017 is as indicated in the table below:

Self-Evaluation

Each year the Board and the Audit, Compensation and AuditAsset Management Committees complete an internal self-evaluation. The self-evaluations are discussed within each committee and then by the Board as a whole, including any areas for improvement.

Stockholder Communications with the Board

We have adopted a formal process for stockholder communications with members of the Board. The process requires ConcurrentCCUR to maintain on its corporate website information explaining that stockholders who wish to communicate directly with the Board may do so by writing the Board as a group or the non-management directors as a group via Concurrent’sCCUR’s Corporate Secretary at its corporate headquarters. The policy further provides that the Corporate Secretary shall review all written correspondence received from stockholders and forward such correspondence periodically to the directors. A copy of the procedures for stockholder communication with the Board may be found on the Investors page of Concurrent’sCCUR’s corporate website, (www.concurrent.com)www.ccurholdings.com, under the ‘Company’ tab in the Corporate Governance section.then ‘Investors’ then ‘Corporate Governance.’ In addition, employees, customers, stockholders, vendors or partners may also make anonymous reports under Concurrent’sCCUR’s Accounting/Auditing Complaint Policy regarding any financial irregularities, fraud, errors or false statements.

Standing Board Committees

Audit Committee.All of the members of the Audit Committee have been determined by the Board to be independent within the meaning of applicablethe SEC rules and Nasdaqthe NASDAQ listing standards. Additionally, the Board has determined that Mr. BarrNicol qualifies as an “audit committee financial expert” pursuant to the SEC rules.rules and the qualifications set forth herein under the “Nominees for Director” heading of this Item 1. The principal responsibilities of the Audit Committee are:

There were eightnine meetings of the Audit Committee during Fiscal Year 2017.2019. The Audit Committee operates under a written Audit Committee charter adopted by the Board and reviewed annually. The charter may be found on the Investors page of Concurrent’s corporate website (www.concurrent.com), under the ‘Company’ tab in the Corporate Governance section.

Nominating Committee. All of the members of the Nominating Committee have been determined by the Boardpursuant to be independent within the meaning of the Nasdaq listing standards. The principal responsibilities of the committee are:

The Nominating Committee is responsible for assessing and considering director and candidate qualification factors.

In order to fill any positions resulting from vacancies or expansion, the Nominating Committee is responsible for seeking and recommending candidates to the entire Board for membership. The entire Board is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. Stockholders may propose nominees for consideration by the Nominating Committee by submitting recommendations to: Corporate Secretary, Concurrent Computer Corporation, 4375 River Green Parkway, Suite 100, Duluth, Georgia 30096 in accordance with the Concurrent Computer Corporation Stockholder Director Nominee Recommendation Policy, which is described below and may be found on the Investors page of Concurrent’s corporate website (www.concurrent.com), under the ‘Company’ tab in the Corporate Governance section.

There were two meetings of the Nominating Committee during Fiscal Year 2017. The Nominating Committee operates under a written charter adopted by the Board and reviewed annually. A copy of the charter may be found on the Investors page of Concurrent’sCCUR’s corporate website, (www.concurrent.com)www.ccurholdings.com, under the ‘Company’ tab in the Corporate Governance section.then ‘Investors’ then ‘Corporate Governance.’

Compensation Committee.All of the members of the Compensation Committee have been determined by the Board to be independent within the meaning of the NasdaqSEC rules and the NASDAQ listing standards. The principal responsibilities of the committeeCompensation Committee are:

The CEOChief Executive Officer reports to the Compensation Committee regularly on the results of the evaluations of ourany named executive officers (“NEOs”) other than the CEO.Chief Executive Officer. In addition to the CEO’sChief Executive Officer’s involvement in conducting evaluations and making compensation recommendations for any other NEO,named executive officer, our management team and outside consulting firms play an active role in updating the Compensation Committee on the trends and challenges of hiring, retaining and competing for talent. The management team and outside consulting firms periodically suggest alternative forms of compensation or compensation strategies to assist the Compensation Committee in setting compensation packages that will enable us to attract and retain key talent. For further information regarding the executive compensation practices, see the “Compensation Discussion and Analysis” section of this Proxy Statement.

The Compensation Committee also reviews director compensation practices, in relation to peer companies and outside advice, and recommends to the Board, as appropriate, revisions to our director compensation program. The Board believes that director compensation should be commensurate with the work required and responsibilities undertaken and should serve to align directors’ interests with the long-term interests of stockholders. For further information regarding the compensation practices, see the “Compensation Discussion and Analysis.”Analysis” section of this Proxy Statement.

The Compensation Committee periodically retains firms for analysis of our executive and director compensation and comparisons to overall compensation offered by peer companies in our industry and other comparable organizations, as well as for other project-related work. The Compensation Committee has the sole authority to engage or terminate outside consulting firms, including sole authority to approve fees and other retention terms. In the fiscal year ended June 30, 2014 (“Fiscal Year 2014”), the Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant for executive and director compensation analysis, and re-engaged them again in the fiscal year ended June 30, 2016 (“Fiscal Year 2016”) for CEOChief Executive Officer compensation analysis and in early the fiscal year ended June 30, 2018 (“Fiscal Year 20182018”) for director compensation analysis. The nature and scope of the engagements is more fully discussed in the “Compensation Discussion and Analysis.”Analysis” section of this Proxy Statement. The compensation consultant reports to the Chairman of the Compensation Committee and acts at the Chairman’s direction when engaged on projects for the Committee. Pearl Meyer & Partners does not provide any services to ConcurrentCCUR other than those relating to executive and non-employee director compensation, as directed by the Compensation Committee.

In connection with its engagement of compensation consultant Pearl Meyer & Partners in Fiscal Years 2014, 2016 and 2018, the Compensation Committee considered the independence of Pearl Meyer & Partners and whether the engagement of the compensation consultant raised any potential conflicts of interest. In evaluating the independence of and potential conflicts of interest relating to the consultant,Pearl Meyer, the Compensation Committee requested and received a letter from the consultant addressing the following factors: (1)(i) other services provided to us by the consultant; (2)(ii) fees paid by us as a percentage of the consulting firm'sfirm’s total revenue; (3)(iii) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4)(iv) any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee; (5)(v) any ConcurrentCCUR stock owned by the individual consultants involved in the engagement; and (6)(vi) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. The Compensation Committeecommittee discussed these considerations and concluded that the compensation consultantPearl Meyer was independent, and theits engagement of the consultant did not raise any conflict of interest.

There were tenfive meetings of the Compensation Committee during Fiscal Year 2017.2019. The Compensation Committee operates underpursuant to a written Compensation Committee charter adopted by the Board and reviewed annually. TheA copy of the charter may be found on the Investors page of Concurrent’sCCUR’s corporate website, (www.concurrent.com)www.ccurholdings.com, under the ‘Company’ tab then ‘Investors’ then ‘Corporate Governance.’

Nominating Committee. All of the members of the Nominating Committee have been determined by the Board to be independent within the meaning of the SEC rules and the NASDAQ listing standards. The principal responsibilities of the Nominating Committee are:

The Nominating Committee is responsible for assessing and considering director and candidate qualification factors.

In order to fill any positions resulting from vacancies or newly created directorships, the Nominating Committee is responsible for evaluating and recommending candidates to the entire Board for membership. The entire Board is responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. Stockholders may propose nominees for consideration by the Nominating Committee by submitting recommendations to: CCUR Holdings, Inc., 4375 River Green Parkway, Suite 210, Duluth, Georgia 30096, Attention: Corporate Secretary in accordance with the Corporate Governance section.CCUR Holdings, Inc. Stockholder Director Nominee Recommendation Policy, which is described below and a copy of which may be found on the Investors page of CCUR’s corporate website,www.ccurholdings.com, under the ‘Company’ tab then ‘Investors’ then ‘Corporate Governance.’

There was one meeting of the Nominating Committee during Fiscal Year 2019. The Nominating Committee operates pursuant to a written charter adopted by the Board and reviewed annually. A copy of the charter may be found on the Investors page of CCUR’s corporate website,www.ccurholdings.com, under the ‘Company’ tab then ‘Investors’ then ‘Corporate Governance.’

Asset Management Committee. The principal responsibilities of the Asset Management Committee are:

There were four meetings of the Asset Management Committee during Fiscal Year 2019. The Asset Management Committee operates pursuant to a written charter adopted by the Board and reviewed annually. A copy of the charter may be found on the Investors page of CCUR’s corporate website,www.ccurholdings.com, under the ‘Company’ tab then ‘Investors’ then ‘Corporate Governance.’

Stockholder Recommendations of Director Nominations

The Nominating Committee will consider all properly submitted stockholder recommendations when evaluating director nominees for recommendation to the Board. However, acceptance of a recommendation for consideration does not imply that the Nominating Committee will nominate the recommended candidate. In order to submit a nominee recommendation, stockholders must follow the following procedures:

All such director nomination recommendations for an annual meeting of stockholders must be delivered, as provided above, to Concurrent’sCCUR’s corporate headquarters not less than 90 days nor more than 120 days prior to the first anniversary of the prior year’s annual meeting;October 24, 2020; provided, however, that in the event the annual meeting is not scheduled to be held within 30 days before or after such anniversary date,October 24, 2020, recommendations to be timely must be so received no later than the close of business on the later of (1)(i) the tenth10th day following the date of the public disclosure of the date of the annual meeting or (2)(ii) 90 days prior to the date of the annual meeting.

Stockholders may also directly nominate candidates for election to Concurrent’sthe Board in accordance with our Bylaws.Amended and Restated By-laws. Any stockholder wishing to make a nomination directly must follow the requirements set forth in Article V of Concurrent’s Bylaws,CCUR’s Amended and Restated By-laws, as described under “Other Matters - 2018– Stockholder Proposals.Proposals for the 2020 Annual Meeting of Stockholders.”

Procedures for Identifying and Evaluating Candidates for the Board

The Nominating Committee’s process for selecting nominees begins with an evaluation of the performance of incumbent directors and a determination of whether the Board or its committees have specific unfilled needs. The Nominating Committee then considers nominees identified by the Nominating Committee, other directors, senior management of ConcurrentCCUR and stockholders. The Nominating Committee may obtain, as deemed necessary or appropriate, advice and assistance from legal, executive search, accounting or other advisors.

In identifying and recommending nominees to the Board, the Nominating Committee will consider certain skills and attributes of prospective candidates, including, but not limited to:

Neither the Nominating Committee nor the Board has a specific policy with regard to the consideration of diversity in identifying director nominees. However, the Board believes that men and women of different ages, races and ethnic and cultural backgrounds can contribute different and useful perspectives and can work effectively together to further the Company’s objectives, and, as noted above, a candidate’s diversity is one of the criteria that the Nominating Committee considers in identifying and recommending nominees to the Board.

Further, the candidate must be willing to:

In addition, the Nominating Committee will consider the following:

All potential candidates are interviewed by the Nominating Committee and may be interviewed by other members of the Board and senior management.

For each of the nominees to the Board, the biographies included in this proxy statementProxy Statement highlight the experiences and qualifications that were among the most important to the Nominating Committee in concluding that the nominee should serve as a director.

Compensation of Directors

Current Non-Employee Director Compensation

Annual Retainer: Non-employee directors currently receive a $20,000 annual retainer payable in quarterly installments. A non-employee who becomes a director after the annual meeting of stockholders receives a pro-rata portion of the annual retainer, payable at the time of becoming a non-employee director. In addition, non-employee directors receive a $2,000 fee per Board and standing committee meeting they attend in person or $500 per meeting they attend by telephone. However, this amount may not exceed $2,000 per day for attendance at Board and standing committee meetings regardless of the number of meetings attended on a given day.

Chairman Fees: In addition to the annual retainer, an annual payment is made to the Board and Audit and Compensation Committee chairmen. Effective July 14, 2017, the Board reduced the fees payable to the Board and committee chairmen; the annual payment to the Board chairman was reduced from $25,000 to $5,000 and the annual payment to the Audit and Compensation Committee chairmen was reduced from $7,500 to $2,500.

Certain Relationships and Related Party Transactions

In accordance with its charter, our Audit Committee is responsible for reviewing and approving all related party transactions and considers the factors that it determines to be most relevant to evaluating each applicable transaction. A report is made to our Audit Committee annually by our management and our independent registered public accounting firm disclosing any known related party transactions. The Audit Committee reviewed and approved the following reportable transactions occurring during Fiscal Year 2019 and Fiscal Year 2018.

Management Agreement

As announced in the Current Report on Form 8-K filed by the Company with the SEC on February 14, 2019, the Company entered into a management agreement, as amended (the “Management Agreement”), with CIDM LLC (the “Asset Manager”) on February 14, 2019 under which the Asset Manager (i) provides the Company with advisory services with respect to the management and allocation of the Company’s assets and (ii) exercises discretionary management authority over the Company’s trading portfolio of publicly traded securities.

The Asset Manager is an entity managed and owned by Julian Singer. Mr. Singer is also the managing principal of JDS1, LLC (“JDS1”), an entity that owns 3,586,269 shares of the Company’s common stock based on a Schedule 13D/A filed by Mr. Singer with the SEC on February 21, 2019, which comprises approximately 40.2% of the Company’s outstanding stock as of June 30, 2019. Under the Management Agreement, Mr. Singer is defined as a “Key Person” and the Company is relying on his relevant expertise for performance under the Management Agreement.

The Asset Manager will receive the following compensation for performance under the Management Agreement:

The management fee and performance fee are paid through the issuance of contractual stock appreciation rights based on the value of the Company’s common stock, which rights do not require any cash payment to the Asset Manager unless and until there are certain qualifying changes of control (which does not include any change of control related to the stock ownership of the Asset Manager or its affiliates) as contemplated in an exhibit to the Management Agreement. The stock appreciation rights are not issued under the CCUR Holdings, Inc. Amended and Restated 2011 Stock Incentive Plan (the “Stock Plan”).

Pursuant to the terms of the Management Agreement, the Asset Manager is required to consider participation by the Company in all appropriate opportunities within the purpose and scope of the Company’s objectives that are under consideration for the accounts of other clients of the Asset Manager or any of its affiliates. Thus, the Company may hold investments similar to or in conjunction with the Asset Manager or its affiliates.

Kandela, LLC

On October 29, 2018, the Company entered into a loan agreement with Kandela, LLC (“Kandela”), pursuant to which the Company provided Kandela with a $3,000,000 line of credit secured by a first priority security interest in accounts receivable and other assets of Kandela and subject to a monthly interest payment equal to the prime rate plus five percent per annum. At the time of the loan, an affiliate of JDS1, CCUR’s largest stockholder holding approximately 40.2% of the Company’s outstanding stock as of June 30, 2019, owned a 10% equity interest in Kandela. On March 21, 2019, CCUR received payment in full of all amounts owed to it by Kandela, including fees and interest payments, under the loan agreement and terminated the agreement. CCUR received $65,000 in total fees, including $45,000 paid as an early termination fee, and $34,586 in total interest payments.

HC2 Bonds

On or around November 14, 2018, JDS1, CCUR’s largest stockholder holding approximately 40.2% of the Company’s outstanding stock as of June 30, 2019, assisted the Company in purchasing bonds of HC2 Holdings, Inc., by selling $2,500,000 of bonds of HC2 Holdings, Inc. to the Company at the prevailing market price.

Elder Separation Agreement

As announced in the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2018, pursuant to the Separation and Consulting Agreement and General Release of Claims (the “Separation Agreement”) with Derek Elder, CCUR’s former Chief Executive Officer and a former director of the Company, Mr. Elder provided consulting services to the Company from January 1, 2018 through December 31, 2018. As consideration for the consulting services, Mr. Elder received: (i) one payment of $217,722 on or about July 1, 2018; and (ii) an aggregate of $217,722 payable in six substantially equal monthly installments during the period beginning on July 1, 2018 through December 31, 2018. Mr. Elder was eligible to also receive an “Incentive Transaction Bonus” (as defined in the Separation Agreement) upon the consummation of any acquisition of any entity or business (as defined in the Separation Agreement, a “Sourced Business”) by the Company that Mr. Elder sourced and introduced to the Company during the consulting term and consummated on or before the 90th day following the termination of the consulting term (as defined by the Separation Agreement, a “Sourced Transaction”). The Incentive Transaction Bonus equaled the sum of (i) 1% of the total consideration paid by the Company for the Sourced Business in the Sourced Transaction and (ii) 7.5% of the Net Asset Value (as defined in the Separation Agreement) of a subsequent sale of the Sourced Business by the Company consummated on or before the 5th anniversary of the closing of the Sourced Transaction. The Separation Agreement was amended on June 25, 2018 to allow Mr. Elder to elect to receive the consulting payments directly or through his company Sky Advisors LLC. The Separation Agreement expired on December 31, 2018 and no Incentive Transaction Bonus was paid under the Separation Agreement.

Consulting Agreement with Robert Pons

As announced in the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2018, in connection with the resignation of Robert Pons from the Board, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Spartan Advisors, Inc. (“Spartan”), a corporation owned by Mr. Pons. Pursuant to the Consulting Agreement, Spartan provided consulting services that included identifying and presenting investment opportunities to the Company within the parameters provided and other services as reasonably requested by the Board. During the term of the Consulting Agreement, Spartan was paid an aggregate of $85,000 annually in 12 monthly installments. Spartan was also eligible to receive an “Incentive Transaction Bonus” (as defined in the Consulting Agreement) upon the consummation of any acquisition (as defined in the Consulting Agreement, a “Sourced Transaction”) of an entity or business (as defined in the Consulting Agreement, a “Sourced Business”) by the Company that Spartan sourced and introduced to the Company during the term of the Consulting Agreement. Any transaction bonus payable to Spartan would be equal to the sum of (i) 1% of the total consideration paid by the Company for the Sourced Business in the Sourced Transaction and (ii) 7.5% of the “Net Asset Value” (as defined in the Consulting Agreement) of any subsequent sale of the Sourced Business by the Company. Mr. Pons also received 7,500 shares of restricted units of common stock of the Company, with vesting lapsing in equal installments on the first, second and third anniversary of the Consulting Agreement. The initial term of the Consulting Agreement was from January 1, 2018 through December 31, 2018 and, effective January 1, 2019, the agreement was amended to extend its term through June 30, 2019. During the term of the Consulting Agreement, 2,500 shares of the restricted stock vested, and the remaining 5,000 shares were forfeited upon expiration of the agreement on June 30, 2019. No Incentive Transaction Bonus was paid under the Consulting Agreement.

Share Purchase Agreement

As a part of the Company’s share repurchase program announced in its Current Report on Form 8-K filed with the SEC on March 5, 2018, on March 19, 2018, pursuant to a stock purchase agreement, the Company purchased 149,224 shares from Mr. Elder for a purchase price of $5.35 per share, resulting in an aggregate purchase price of $798,348.40.

Compensation of Directors

Current Non-Employee Director Compensation

On December 27, 2018, the Board, based on the recommendation of the Compensation Committee, determined that it was appropriate to modify non-employee director compensation as immediately detailed below.

Annual Retainer. The Board determined that it was appropriate for non-employee Board members to continue receiving an annual retainer of $40,000, which retainer payment is irrespective of the number of yearly Board and committee meetings and payable in quarterly installments.

Chairmen Compensation. The Nominating and Compensation Committee chairmen continue to each receive an annual chairmen payment of $2,500. The Audit Committee chairman fee was increased from $2,500 to $5,000. The chairman of the Asset Management Committee, a committee created in Fiscal Year 2019, receives an annual equity grant of 17,500 shares of restricted stock with restrictions lapsing over a three-year period.

A non-employee Board Chairman is entitled to an annual chairman payment of $5,000. All chairmen fees are payable in quarterly installments. No fees will be paid to committee members.

Long-Term Incentives: Non-employee directors also. Each non-employee director will receive an annual equity grant in an amountof 7,500 shares of restricted stock, with restrictions lapsing over a three-year period, and in the form as determined by the Compensation Committee andhas the discretion to award additional equity awards as it deems appropriate.

None of the directors received perquisites in Fiscal Year 2019. Employee directors do not receive any separate compensation, except as described above, or perquisites for their service on the Board.

Prior Non-Employee Director Compensation

During part of Fiscal Year 2019, from July 1, 2018 through December 27, 2018, non-employee directors received compensation under the compensation program described immediately below.

Annual Retainer. Each non-employee Board onmember received an annual basis. In Fiscal Year 2017,retainer of $40,000 irrespective of the number of yearly Board and committee meetings and payable in quarterly installments.

Chairmen Fees. The Audit, Nominating and Compensation Committee chairmen each received an annual chairmen payment of $2,500. The chairmen fees were payable in quarterly installments. No fees were paid to committee members. A non-employee Board Chairman was entitled to an annual chairman payment of $5,000.

Long-Term Incentives. Each non-employee director received an annual equity grant of 7,500 shares of restricted stock, with restrictions lapsing over a three-year period, and the Compensation Committee recommended andhad the Board approved the grant of 5,000 restricted stockdiscretion to award additional equity awards to all non-employee directors on November 11, 2016 with the restrictions lapsing as follows: 4,700 shares on October 15, 2017; 200 shares on October 15, 2018; and 100 shares on November 11, 2019.it deemed appropriate.

Post- Annual Meeting Non-Employee Director Compensation

Engagement of Compensation Consultant:

The Compensation Committee annually reviews non-employee director compensation and periodically engages a compensation consultant. Early in Fiscal Year 2014, the Compensation Committee retained Pearl Meyer & Partners to evaluate executive and director compensation, including long-term incentive awards. Thirteen peer companies were recommended by the firm and approved by the Compensation Committee for the initial evaluation:

Based on the input from the consulting firm, the Board concluded that the cash compensation and annual equity grant for each non-employee director were appropriate.

Early in Fiscal Year 2018, the Compensation Committee re-engaged Pearl Meyer & Partners to evaluate non-employee director compensation. The firm considered the following factors in its evaluation:

The twelve12 peer companies identified below were recommended by the firmPearl Meyer and approved by the Compensation Committee for the evaluation:

Based on the recommendation and input from the consulting firm,Pearl Meyer, the Board concluded earlythat the director compensation program should be modified as of the 2017 Annual Meeting of Stockholders, which program was further modified in Fiscal Year 2018 that it was appropriate2019 to modifythe current compensation set forth above.

The table below sets forth the compensation paid to each non-employee director compensation towho served on the following, effective as of the Annual Meeting.

Annual Retainer: In consideration of the increased frequency of Board and committee meetings during Fiscal Year 2017, the Board determined that the payment of fees for meeting attendance in addition to an annual retainer was no longer the most appropriate compensation structure for non-employee directors. In order to reduce Board costs and create payment consistency, the Board eliminated meeting payments in favor of a single annual retainer of $40,000. The annual retainer of $40,000 (effective as of the Annual Meeting) is irrespective of the number of yearly Board and committee meetings and payable in quarterly installments.

Chairman Fees: The Board chairman and Audit and Compensation chairmen will continue to receive the reduced annual chairmen payments of $5,000 and $2,500, respectively. The Nominating Committee chairman will also receive an annual chairman payment of $2,500. The chairmen fees are payable in quarterly installments. No fees will be paid to committee members.

Long-Term Incentives: Each non-employee director will receive an annual equity grant of 7,500, with restrictions lapsing over a three-year period.

None of the directors received perquisites in Fiscal Year 2017. Employee directors2019. Directors who are also employees of the Company (currently Mr. Barr) do not receive any separate compensation or perquisites(other than their compensation as employees of the Company) for their service on the Board.

DIRECTOR COMPENSATION FOR FISCAL YEAR 20172019 Director Compensation Table

(1)       The amounts in this column reflect the grant date fair value for stock awards granted in Fiscal Year 2017 determined in accordance with the Accounting Standards Codification ("ASC") 718-10. An award was granted to each non-employee director on November 11, 2016 valued based on the closing stock price of $5.74 per share. As of June 30, 2017, the aggregate number of restricted stock awards held by non-employee directors was as follows: Mr. Nussrallah, 5,400; Mr. Barr, 5,000; Mr. Blackmon, 5,400; Mr. Enterline 5,400; Mr. Pons, 5,400; and Mr. Singh, 5,400.

(2)        Messrs. Nussrallah, Blackmon and Enterline resigned from the Board as of July 14, 2017.

Stock Ownership Guidelines

To align the interests of the executive officers and directors with the interests of the stockholders, the Board has adopted stock ownership guidelines for the CEO, Chief Financial Officer (“CFO”) and directors. Achievement of the guidelines is measured each December 31 and will be in effect until December 31, 2019, or within five years after the director or officer’s election. The stock ownership guideline for the CEO is 103,842 shares; the CFO, 43,150 shares; and the directors, 13,600 shares. All executive officers and directors were in compliance with the stock ownership guidelines as of December 31, 2016.

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers for Fiscal Year 20172019

Our NEOsnamed executive officers (“NEOs”) for Fiscal Year 20172019 were Derek J. Elder (President, CEOWayne Barr, Jr. (Executive Chairman, Chief Executive Officer and Director),President) and Warren Sutherland (CFO) and Emory O. Berry (former CFO and Executive Vice President of Operations)(Chief Financial Officer).

On May 15, 2017, Concurrent announcedFebruary 13, 2018, the saleBoard elected then Chairman of its Real-Time businessthe Board Mr. Barr to Battery Ventures, Inc.serve as the Interim Chief Executive Officer and that, simultaneously with such sale, Mr. Berry would depart as Concurrent’s CFO and Executive Vice President of Operations.the Company, on a consultant basis, and to continue his service as Executive Chairman of the Board. Effective March 1, 2019, Mr. Berry received compensation in accordance withBarr was elected as Chief Executive Officer and President of the provisions in his employment agreement regarding termination without due cause and a separation and general release agreement, as described in the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2017 and in this section herein.

On May 13, 2017,Company by the Board, appointed Mr. Sutherlandand he continues to serve as Executive Chairman of the new CFO of Concurrent, effective immediately upon the departure of Mr. Berry. Mr. Sutherland most recently served as Vice President of Sales Operations, Information Technology and Financial Planning & Analysis at Concurrent since 2016.Board.

Comparison Objectives and Overview of Executive Compensation Program

Our executive compensation programs have been designed to ensure that total compensation for the NEOs and other senior management is aligned with our business objectives and financial performance, and to enable us to attract and retain skilled professionals who contribute to our long-term success. The objectives of our executive compensation programs are as follows:

We have also designed our compensation programs to reward our NEOs and other senior management’s measurable accomplishments toward the goal of creating stockholder value and the sustainability of our Company in the marketplace. To this end, a significant portion of our executive compensation packages is comprised of variable pay in the form of annual incentive awards, which are dependent on the achievement of company performance objectives, and long-term equity-based compensation.

Components of Compensation

Our executive compensation program consists of three primary components: base salary, an annual cash incentive opportunity and long-term equity-based incentive awards. We pay base salaries to remain competitive in the marketplace and to attract and retain talented executives. Base salaries are established assuming an acceptable level of individual performance and provide our executives with a steady cash payment. We haveDuring the first part of Fiscal Year 2019, shortly after the sale of our historical business divisions, the Compensation Committee provided discretionary cash bonuses to senior management based on its assessment of achievement of the goals specific to the Company during that specific post-sale period. During the latter part of Fiscal Year 2019, during which we began operation of our real estate and merchant cash advance operating segments, the Compensation Committee and the Board established and approved an annual cash-based incentive program, our Annual Incentive Plan or “AIP,“NAV Program,” with payouts contingent on the attainment of measurable financial company goals so that a significant portion ofincrease in the annual cash compensation for our executive officersCompany’s net asset value, subject to certain adjustments and senior management is at risk. Throughexclusions. In addition, through periodic grants of long-term equity-based incentive awards, we seek to enable executives to develop and maintain a significant long-term equity interest in our common stock, align our executives’ actions with our stockholders’ interests and create a retention incentive for our executives to continue their employment with us.

We believe it iscontinues to be necessary to consider and provide theseas appropriate the three identified elements of compensation — base salary, AIPan annual cash bonus award and long-term equity-based incentive awards — to compete for and retain executive talent in a competitive marketplace. The Compensation Committee has responsibility for establishing, implementing and monitoring adherence to this philosophy.

Determination of Compensation

Total Compensation

In establishing each NEO’s total compensation package, the Compensation Committee considers:considers the following as it deems appropriate:

Each element of compensation is compared with that of peer companies through review of analyses prepared by the consulting firm, the Surveys (as defined below) and the input received from the consulting firm. Total compensation (the combined value of base salary, target annual incentive award and grant date fair value of long-term equity-based incentive awards) is also assessed.

With respect to long-term equity-based incentive awards, the Compensation Committee also considers the amount and value of stock options and restricted stock currently held by the NEOs and senior managers when determining new grants. The Compensation Committee’s focus is on compensating executives for their individual performances and their expected future contributions to Concurrent,CCUR, in addition to the potential material adverse effect of the risks arising from these compensation practices.

Peer Group Analysis

Early inIn Fiscal Year 20142016 and again in late Fiscal Year 2016,2018, the Compensation Committee retained the consulting firm, Pearl Meyer & Partners, to advise themthe committee on executive andand/or director compensation policies and practices. This advice, which included a peer group analysis and survey information, was considered by the Compensation Committee in establishing the framework of our executive compensation package for Fiscal Years 2014-2017.2016 to 2019. The peer group recommended by the consulting firm and approved by the Compensation Committee used for purposes of analyzing the structure of our executives’ compensation included similarly-sizedsimilarly sized companies and those in the high-tech or communications industries. These criteria resulted in a group of companies against which our executive compensation program was evaluated. For the 2014Fiscal Year 2016 study these companies were:

For the 2016 study,on executive compensation, the peer companies were:

The Compensation Committee also references survey information (“Surveys”) obtained on-line from various organizations,sources, including surveys provided as well asdirected from the committee’s compensation consultant or counsel or reports published by global compensation organizations and local consulting firms.  This data is utilized on an on-going basis to confirm that the base salaries, annual cash incentive awards and long-term stock awards continue to be customary and competitive.

Fiscal Year 2019 Base Salaries

Individual base salaries are determined through an evaluation of individual performance levels and contributions to our business objectives, as well as comparisons to the peer group described above and the Surveys for similar positions in the technology marketplace where we compete.respective markets. Salaries are reviewed annually for each NEO in July or August.

Fiscal 2017NEO.

In August 2016,Fiscal Year 2019, Mr. Barr received a monthly stipend of $15,000 for his service as Interim Chief Executive Officer and President through March 1, 2019, the Compensation Committee considered the compensation of the NEOseffective date for his election as Chief Executive Officer and determined thatPresident. Effective with his election as Chief Executive Officer and President, Mr. Elder would receive aBarr received an annual base salary increase of 6.3% and$300,000. Mr. Berry would receive aSutherland received an annual base salary increase of 3%. These increases were made effective as of September$232,500 from July 1, 20162018 through December 31, 2018 and for Mr. Berry was effective$250,000 from SeptemberJanuary 1, 20162019 through his resignation on May 15, 2017. The Compensation Committee determined that Mr. Sutherland would receive a base annual salary of $210,013 effective as of May 15, 2017.June 30, 2019.

Annual Incentive Awards

To align incentives forDiscretionary Bonuses

After the NEOs with the creationsale of stockholder value, our NEOs participate in the AIP that is in place for management level and other key employees. The AIP is designed to align employee incentives with the corporate goals that are most important for the fiscal year. Each year management develops the AIP and makes recommendations toremaining historical business division on December 31, 2017, the Compensation Committee awarded discretionary cash bonuses to senior management as it deemed appropriate based on its measurement of performance during the Company’s post-sale transition period while the Company evaluated use of the sale proceeds to acquire new operating businesses and assets. On January 30, 2018, the Compensation Committee approved a discretionary bonus payment of $50,000 to Mr. Sutherland that was paid in Fiscal Year 2019. On January 4, 2019, the Compensation Committee approved a discretionary bonus payment of $55,000 to Mr. Barr that was paid in Fiscal Year 2019.

Adoption of 2019 CCUR Bonus Plan

As announced in the Current Report on Form 8-K filed by the Company with the SEC on January 7, 2019, on January 1, 2019, upon the recommendation of the Compensation Committee of the Board, the Board adopted the 2019 CCUR Bonus Plan (referred to herein as the “NAV Program”), pursuant to which certain senior employees of the Company have the opportunity, among other things, to earn cash and equity incentive awards through a program based on growth in the Company’s net asset value (“NAV”). The NAV Program replaces the Company’s previous  bonus program implemented for its consideration assenior employees. The NAV Program is subject to, and, where applicable, governed by, the terms of the Stock Plan.

Pursuant to the performance goals for the year. The AIP award is paid as a cash award after the completionterms of the fiscal year, usuallyNAV Program, each participant in August. Individual target awards are establishedthe NAV Program is eligible to receive a portion of a bonus pool allocated by the Compensation Committee based on the Company’s NAV growth in a percentagecalendar year net of a 5% required return threshold, subject to certain adjustments and exclusions as set forth therein. The Compensation Committee will determine the participants of the executive’s base salary, recognizingNAV Program and the relative sizeallocations of the share of the bonus pool among such participants.

For each NAV Program participant, the participant’s portion of the bonus pool shall be awarded as follows: (i) 50% of the award value will be paid in cash within 74 days after the end of the calendar year for which it is awarded; and scope(ii) 50% will be paid in cash, equity or a combination thereof, at the discretion of each executive’s responsibility within Concurrent.the Compensation Committee and subject to the limitations set forth in the Stock Plan.

Our NEOs are subject to the reimbursement or ‘clawback’ provisions of the Sarbanes-Oxley Act of 2002.2002 (the “Sarbanes-Oxley Act”).

Fiscal 2017 AIP

The AIP award targets for Fiscal Year 2017 for our NEOs were the following percentages of each person’s then current base salary:  Mr. Elder, 70%, Mr. Berry, 50% and Mr. Sutherland, 50%. 

For Fiscal Year 2017, the Compensation Committee determined that the AIP achievement percentage would consist of two equally-weighted factors: a revenue goal and an Adjusted EBITDA¹ goal. The revenue goal was reported revenue (adjusted to reflect the sale of our Real-Time business); the Adjusted EBITDA goal was positive Adjusted EBITDA (adjusted to reflect the sale of our Real-Time business) and other discretionary adjustments made by the Compensation Committee. Fifty percent (50%) of the positive Adjusted EBITDA would be allocated to a pool for the Adjusted EBITDA goal.

The revenue goal was assigned a minimum (0% achievement), target (100% achievement) and maximum (150% achievement) amount. Achievement between each of these points was to be prorated.

For Fiscal Year 2017, the revenue and adjusted EBITDA goals were as follows:

Revenue Component:

Adjusted EBITDA Component

The minimum revenue goal was not achieved in Fiscal Year 2017; however, the Adjusted EBITDA goal was achieved.  As a result, 50% of the AIP bonuses were earned for the NEOs.

Discretionary Bonuses

On September 5, 2017, the Compensation Committee approved a discretionary bonus payment of $50,000 to Derek Elder, CEO, and $15,000 to Warren Sutherland, CFO.

¹ “Adjusted EBITDA” is a Non-GAAP measure and is defined as Earnings before Interest, Taxes, Depreciation and Amortization adjusted for other non-cash items such as share-based compensation expense.

Long-Term Equity-Based Incentive Awards

The Compensation Committee recommends to the Board, and the Board approves, grants of long-term equity-based incentive awards to the NEOs and senior managersemployees in the form of stock options and restricted stock. In determining the size of the grants, the Compensation Committee and the Board consider the amount and value of stock options and restricted stock currently held, the executive’s performance during the prior year, and the executive’s likely continued future contributions to Concurrent,CCUR, as well as the executive’s role within Concurrent.CCUR. The Compensation Committee also considers the value of awards granted to executives in similar positions at the peer companies based on the input received from the consulting firm and the Surveys.

The Compensation Committee recommends and the Board approves awards of stock options or restricted stock to the NEOs and senior managers generally at the time of initial employment and at discretionary intervals thereafter.

The Compensation Committee, in determining whether to grant stock options or restricted stock, considers what it believes most effectively motivates employees under different market conditions. The Compensation Committee considers long-term incentive grants based on recommendations from our CEOChief Executive Officer and Human Resources staff, as well as the consulting firm.our compensation advisors. In recent years, the Compensation Committee has primarily utilized restricted stock and other equity incentives periodically to focus individuals on our long-term performance, to motivate their performance and to retain them. The restricted stock may be performance-basedperformance-vested or time-based.time-vested.

All stock options are approved with exercise prices equal to the closing market price of our common stock on the date of grant. The date of the grant is the date of the Compensation Committee meetings, unless the approval is at a meeting preceding the release of earnings for the prior period, in which case the grant date is two business days after the earnings release. The Compensation Committee does not have any program, plan or practice to time stock option grants in coordination with the release of material nonpublic information, nor do we time the release of material nonpublic information for the purpose of affecting the value of executive compensation.

Fiscal 20172019 Equity Awards

Pursuant to their employment or consulting agreements, the tables“Summary Compensation Table” below reflectreflects the equity awards granted to our NEOs for Fiscal Year 2017.2019.

As a part of Mr. Berry’s departure, weEffective January 1, 2019, the Company entered into a separation agreement and general release (the “Separation“Second Amendment to Employment Agreement”) with Warren Sutherland, pursuant to which Mr. Berry. Under the Separation Agreement, the Company paid to Mr. Berry a lump sum paymentSutherland received an award of $100,813, less applicable withholding taxes and deductions, which amount represented the annual bonus accrued with respect to Mr. Berry for Fiscal Year 2017, and was in lieu of the obligation to pay Mr. Berry’s prior year’s bonus contained in his employment agreement. In addition, the Company accelerated vesting with respect to a pro-rata portion of Mr. Berry’s previously granted but unvested restricted stock awards and related accrued dividends such that a total of 54,68625,000 shares of restricted stock became vestedunder the Stock Plan which shares vest in three equal installments on the anniversary of the grant date. Mr. Sutherland will remain eligible for other long-term incentive awards.

On February 11, 2019, the Board elected Wayne Barr, Jr. as the Company’s Chief Executive Officer and $52,319 of dividends were released. The SeparationPresident, with such election to be effective March 1, 2019. Pursuant to the Employment Agreement contains customary confidentiality provisions and a mutual release of claimsentered between the Company and Mr. Berry.Barr, Mr. BerryBarr was awarded 40,000 shares of restricted stock under the Stock Plan which shares vest in three equal installments on the anniversary of the grant date, issued pursuant to the Stock Plan. Mr. Barr will beremain eligible for other long-term incentive awards.

During his tenure as Interim Chief Executive Officer and President, Mr. Barr was granted a non-qualified stock option, subject to customary non-solicitation and non-competition covenantsas defined in the Stock Plan, for a periodthe purchase of twenty-four months.15,000 shares of the Company’s common stock, priced at the closing market price on the date of grant. Pursuant to the terms of his employment, those options continue to vest during Mr. Barr’s service as Chief Executive Officer and President in accordance with the existing three-year vesting period.

Severance

Pursuant to the employment agreements we have with our NEOs,Mr. Barr and Mr. Sutherland, we provide severance pay to our NEOs,either in the form of cash and/or equity compensation, which is more fully described below under “Potential Payments Upon Termination or Change in Control.” In establishing this benefit,The Company has historically provided severance pay to NEOs under their employment agreements and, in doing so, the Compensation Committee has received advice from the consulting firmits compensation advisors and the Surveys that indicatesindicating that other comparable companies provide their NEOs similar protections in the form of severance and the amount of payments that are customary and reasonable in our industry. The Compensation Committee believes that providing severance to the NEOs is customary for our industry and allowsremains necessary for us to remain competitive with other companies.compete for and retain executive talent. This approach ensures that our NEOs continue to act in the best interests of stockholders even in the event that they are at risk of losing their jobs.jobs, which is even more important now as the Company continues its search for acquisition opportunities and expands its current operations. This strategy is particularly important and worthwhile given the difficulty for a high-level employee to secure a comparable position at another company quickly and for ConcurrentCCUR to remain competitive with other companies that routinely offer a similar benefit to their executive officers.

Pursuant to the terms of the Separation Agreement with Mr. Berry, he receives severance payments equal to his base salary as in effect on the separation date for a period of twelve months, paid in substantially equal installments in accordance with Company’s customary payroll practices, along with continued payment of the Company’s contribution towards his group health benefits for a period of eighteen months.

Compensation Risk Analysis

EarlyThe Compensation Committee engaged Pearl Meyer in late Fiscal Year 2014, the Compensation Committee retained Pearl Meyer & Partners2016 to perform a high-level risk assessment of the Company’s compensation program for NEOs and directors and any potential risk mitigation factors associated with existing policies and practices. The committee again engaged Pearl Meyer in late Fiscal Year 2016 to supplement this information. Each year management evaluates the risk of the Company’s compensation programs for all employees, consistent with the risk assessment completed by the consulting firm. The Compensation Committee considered the findings of the assessments conducted and concluded that the Company'sCompany’s compensation programs are designed and administered with the appropriate balance of risk and reward in relation to its overall business strategy and do not encourage employees to take unnecessary or excessive risks. The analyses considered the following attributes of the programs:

The Compensation Committee continues to periodically review and obtain Surveys to monitor whether compensation remains in line with the Company’s business and structure and the relevant marketplace.

Benefits and Perquisites

Our NEOs are eligible to participate inThe Company offers Mr. Barr and Mr. Sutherland the health and welfare and defined contribution plans that we make generally available to our other full-time employees, including health care,healthcare, disability and life insurance coverage and 401(k) matching programs. In Fiscal Year 2017, the Compensation Committee maintained the Company match at 50% of the first 5% of the employee’s annual salary invested by the employee in the 401(k) plan.made available to other full-time employees. The Company does not provide any pension plans or any non-qualified deferred compensationpreviously offered a 401(k)-matching program to any ofMr. Sutherland and other full-time employees up and until June 30, 2018, at which time the NEOs. Our NEOs do not receive any other benefits or perquisites.Company’s 401(k) program was terminated.

Role of Management in Determining Compensation

Evaluations of the NEOs’ performance (other than the CEO)Chief Executive Officer) performance are conducted on a regular basis by the CEO.Chief Executive Officer. The CEOChief Executive Officer reports to the Compensation Committee on the results of the evaluations of the other employed NEOs.NEO. The CEO’sChief Executive Officer’s performance is periodically evaluated by the Compensation Committee and the Board.

In addition to the CEO’sChief Executive Officer’s involvement in reviewing the performance of theany other NEOs,NEO, our management team plays an active role in updating the Compensation Committee on the trends and challenges of hiring, retaining and competing for talent. The management team periodically suggests alternative forms of compensation or compensation strategies to assist the Compensation Committee in establishing compensation packages that will enable us to attract and retain key talent. The Compensation Committee solicits input from executive management on compensation related strategies and practices. Additionally, the Compensation Committee utilizes the data and analysis from the consulting firmits compensation advisors and Surveys to gain a comprehensive view of related factors affecting its decision making. Management has not retained its own compensation consultants.consultant.

Tax Considerations

The Compensation Committee considers the impact of certain provisions of the Internal Revenue Code of 1986, as amended, relating to tax when making decisions on executive compensation. The primary provision they considerthe committee considers is Section 162(m).

Section 162(m) includes potential limitations on the deductibility for federal income tax purposes of compensation in excess of $1 million paid or accrued with respect to our highly paid executive officers. Qualifying performance-based compensation is not subject to the deduction limit if certain requirements are met. None of our NEOs received cash compensation in excess of $1 million in Fiscal Year 2017. Stock options and restricted stock granted to our NEOs from time to time are designed to qualify as performance-based compensation under Section 162(m). The Compensation Committee may determine, however, that one or more awards granted should not conform to these requirements if, in its judgment, such payments are necessary to achieve our compensation objectives and protect stockholder interests and the benefit of the compensation arrangement for ConcurrentCCUR and theits stockholders outweighs the incremental cost to Concurrent.CCUR.

AUDIT COMMITTEE REPORT

The Audit Committee reviewsRecently enacted legislation expanded the financial reporting process on behalfnumber of individuals covered by Section 162(m) and eliminated the Board. Our management has the primary responsibilityexception for the financial statements and the reporting process, including the system of internal control over financial reporting. Membership on the Audit Committee does not call for the professional training and technical skills generally associated with career professionals in the field of accounting and auditing. In addition, the independent registered public accounting firms devote more time and have access to more information than does the Audit Committee. Accordingly, the Audit Committee’s role does not provide any special assurance with regard to our financial statements, nor does it involve a professional evaluation of the quality of the audits performed by the independent registered public accounting firms. In this context, the Audit Committee reviewed the Fiscal Year 2017 audited financial statements with management, including a discussion of the quality and acceptability of our financial reporting, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee reviewed with Deloitte & Touche LLP, which is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, their judgments as to the quality and the acceptability of the financial statements and such other matters as are required to be discussed with the Audit Committee under Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended by the AICPA professional standards, Vol. 1 AU Section 380, as adopted by the Public Company Oversight Board in Rule 3200T, which include, among other items, matters related to the conduct of the audit of 2017 financial statements. The Audit Committee received from and discussed with Deloitte & Touche LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding that firm’s independence from us. In addition, the Audit Committee considered whether Deloitte & Touche LLP’s provision of nonaudit services is compatible with maintaining its independence from us.

The Audit Committee discussed with Deloitte & Touche LLP the overall scope and plans for the audit. The Audit Committee meets periodically with the internal auditor and Deloitte & Touche LLP, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.

In reliance on these reviews and discussions, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the Fiscal Year 2017 audited financial statements in our Annual Report on Form 10-Kperformance-based compensation effective for Fiscal Year 2017,2019. Therefore, compensation in excess of $1 million paid to NEOs in Fiscal Year 2019 and later fiscal years will not be deductible unless it qualifies for filing with the SEC.transition relief applicable to certain arrangements in place as of November 2, 2017.

COMPENSATION COMMITTEE REPORTSummary Compensation Table

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with Concurrent’s management. Based on the Compensation Committee’s review of, and discussions with management with respect to the Compensation Discussion and Analysis, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

SUMMARY COMPENSATION TABLE

The following table sets forth compensation information for Fiscal Years 2016 and 2017 for our NEOs. None of the NEOs received perquisites in either of these fiscal years.