DEF 14A of Cavco Industries, Inc., Jun 14, 2024

DEF 14A of Cavco Industries, Inc.

Filed Jun 14, 2024 · FY20240000278166-24-000088

Open on EDGAR

  1. Election of Directors

    Election of Directors The Company’s Restated Certificate of Incorporation, as amended and Fourth Amended and Restated Bylaws (the “Bylaws”) provide for the division of the Board into three classes, with the Directors in each class holding office for staggered terms of three years each. Each class of Directors is to consist, as nearly as possible, of one-third of the total number of Directors constituting the entire Board. There are presently two Directors in Class III whose terms expire at the 2024 Annual Meeting. Each Director holds office until his or her successor has been elected and qualified or until the Director’s resignation or removal. Mr. Bunger and Mr. Moster, members of the Board whose terms expire at the Annual Meeting, will stand for re-election. They have been nominated for service as Directors by our Corporate Governance and Nominating Committee and the full Board pursuant to the procedures described under “Corporate Governance Overview—Director Nominating Process” herein. Unless contrary instructions are indicated in the Proxy, it is intended that the shares represented by the accompanying Proxy will be voted for the election of these nominees or, if a nominee becomes unavailable (which the Company does not anticipate), for such substitute nominee as the Board shall designate. In order to be elected as a Director, a nominee must receive an affirmative vote of the majority of votes cast with respect to that Director nominee’s election, which means the number of votes cast “FOR” a Director nominee’s election must exceed the number of votes cast “AGAINST” that Director nominee’s election.

  2. Election of Directors

    | | The Board recommends that the shareholders vote “FOR” the election of Mr. Bunger and Mr. Moster to serve as Class III Directors until the 2027 Annual Meeting. |

  3. Election of Directors

    | Cavco Industries, Inc. | www.cavco.com 7 |

  4. Election of Directors

    | Director Nominees |

  5. Nominees for Director Standing for Election

    Nominees for Director Standing for Election

  6. Class III Directors — Current Terms Expiring upon 2024 Annual Meeting

    Class III Directors — Current Terms Expiring upon 2024 Annual Meeting

  7. Class III Directors — Current Terms Expiring upon 2024 Annual Meeting

    | Steven G. Bunger Age 63 Chairman of the Board since April 2019; Director since April 2004 Committees: None | Mr. Bunger is our Non-Executive Chairman of the Board. Since 2014, Mr. Bunger has served as President and CEO of Pro Box Portable Storage, Inc., a provider of portable storage solutions in Arizona, Oklahoma, and Colorado. From 2001 to 2012, he served as Chairman of the Board of Mobile Mini, Inc. (“Mobile Mini”), one of the nation’s largest providers of portable storage containers and mobile offices in the U.S., Canada, and the U.K. Mr. Bunger joined Mobile Mini in 1983 and served as its President and CEO from 1997 to 2012. He also held numerous executive roles with Mobile Mini including Vice-President of Operations and Marketing and Executive Vice President and Chief Operating Officer. | | | | | Qualifications: Mr. Bunger brings to the Company’s Board a breadth of operational, managerial, and marketing experience from running one of the world’s leading providers of portable storage solutions. Additionally, Mr. Bunger has extensive acquisition experience which he uses to guide our management team and Board in evaluating growth opportunities. | | Steven W. Moster Age 54 Director since January 2020 Committees: Compensation (Chair) | Mr. Moster is Chairman of the Board’s Compensation Committee and a member of the Board’s Corporate Governance and Nominating Committee. Since 2014, Mr. Moster has served as the CEO and Executive Director of Viad Corp (“Viad”) (NYSE: VVI). He has served in various executive management roles within Global Experience Specialists (a division of Viad), including Executive Vice President– Chief Sales & Marketing Officer from 2008 to February 2010, Executive Vice President– Products and Services from 2006 to 2008 and Vice President– Products & Services Business from 2005 to 2006. Prior to his work at Viad, Mr. Moster was an Engagement Manager for McKinsey & Co., a top-tier management consulting firm, in Atlanta, Georgia and a Research Scientist with Kimberley-Clark Corporation (NYSE: KMB), a Fortune 500 company, also in Atlanta, Georgia. | | | | | Qualifications: Mr. Moster brings to our Board successful experience leading a well-established public company, executing growth strategies and improving operating efficiencies. |

  8. Class III Directors — Current Terms Expiring upon 2024 Annual Meeting

    | 8 2024 Proxy Statement | |

  9. Class I Directors — Terms Expiring in 2025

    Class I Directors — Terms Expiring in 2025

  10. Class I Directors — Terms Expiring in 2025

    | David A. Greenblatt Age 62 Director since October 2008 Committees: Audit / Corporate Governance and Nominating (Chair) / Legal and Compliance Oversight | Mr. Greenblatt is Chairman of the Board’s Corporate Governance and Nominating Committee and a member of the Board’s Audit Committee and Legal and Compliance Oversight Committee. Mr. Greenblatt is the retired Senior Vice President and Deputy General Counsel for Eagle Materials, Inc. (“Eagle Materials”) (NYSE: EXP), a company specializing in construction products and building materials headquartered in Dallas, Texas, where he worked from 2005 to 2012. He currently is a licensed practicing attorney in Texas and is the President of White Sand Investments, LLC, a privately-held real estate investment and management company. From 2000 to 2002, he was Senior Vice President – Mergers & Acquisitions for Eagle Materials. Mr. Greenblatt also held various roles with Centex Corporation (“Centex”) (NYSE: CTX), a Dallas based homebuilder (now a part of PulteGroup, Inc.) (NYSE: PHM), including Vice President and General Counsel of its Investment Real Estate Group, Vice President and Assistant General Counsel of Centex and General Counsel of Cavco. Prior to joining Centex, Mr. Greenblatt was an associate in the corporate and securities group at the law firm of Hughes & Luce, LLP (now K&L Gates, LLP) in Dallas, Texas. | | | | | Qualifications: In addition to his executive management and legal experience, Mr. Greenblatt brings to the Company’s Board his knowledge of the Company and industry by having served as the Company’s General Counsel while he was employed by Centex. | | Richard A. Kerley Age 74 Director since February 2019 Committees: Audit (Chair) / Corporate Governance and Nominating / Legal and Compliance Oversight | Mr. Kerley is Chairman of the Board’s Audit Committee, and a member of the Board’s Corporate Governance and Nominating Committee and Legal & Compliance Oversight Committee. Since 2010, Mr. Kerley has been a Director with ModivCare Inc. (Nasdaq: MODV), a technology-enabled healthcare services company that provides a platform of integrated supportive care solutions for public and private payors and their patients in the United States, where he serves as Audit Committee Chairman and Compensation Committee Chairman. From 2014 until May 31, 2019, Mr. Kerley was a Director of The Joint Corp. (Nasdaq: JYNT), a rapidly growing franchisor and operator of chiropractic clinics, where he served as Compensation Committee Chairman and a member of the Audit Committee. From 2008 to 2014, he was Chief Financial Officer and a Director of Peter Piper, Inc., a privately held pizza and entertainment restaurant chain until it was acquired by CEC Entertainment in 2014. From 2005 to 2008, Mr. Kerley was Chief Financial Officer of Fender Musical Instruments Corporation, a privately held manufacturer and wholesaler of musical instruments and equipment. Mr. Kerley spent over 30 years at Deloitte & Touche LLP, a multinational accounting and professional services firm, where he served as an audit partner from 1981 to 2005. | | | | | Qualifications: Mr. Kerley brings to our Board valuable insight with his extensive audit, financial, and operational expertise. |

  11. Class I Directors — Terms Expiring in 2025

    | Cavco Industries, Inc. | www.cavco.com 9 |

  12. Class I Directors — Terms Expiring in 2025

    Class I Directors — Terms Expiring in 2025

  13. Class I Directors — Terms Expiring in 2025

    | Julia W. Sze Age 57 Director since May 2019 Committees: Audit / Compensation | Ms. Sze is a member of the Board’s Audit Committee and a member of the Board’s Compensation Committee. Ms. Sze is a Chartered Financial Analyst charterholder with over 25 years of experience in the investment management field. She has been an Impact Investment Strategy Advisor with Julia W. Sze Consulting, since 2017. From 2004 until 2011, Ms. Sze served as Chief Investment Officer for families and foundations at two major U.S. banks. From 1991 until 2003, she was a fundamental analyst and portfolio manager leading funds in the Asia Pacific equity markets. Since 2018, Ms. Sze has been a lecturer at UC Berkeley’s Haas School of Business and in 2022, she joined the faculty at the University of New Mexico’s Anderson School of Management. At both business schools, she teaches sustainable investment management and impact investing. In 2022, Ms. Sze joined Laird Norton Wealth Management, a Registered Investment Advisor. Also in 2022, Ms. Sze joined the Board of Directors of Turtle Beach Corporation (Nasdaq: HEAR), a leading provider of gaming accessories. Since 2018, Ms. Sze has served as a director of Tern Bicycles, a privately-held, Taiwan-based, urban transport business. Ms. Sze previously served as a member of the Board of Directors and Chair of the Assets and Liabilities Committee of New Resource Bank (OTC: NRBC) from 2016 until it merged with Amalgamated Bank in 2017. From 2006 to 2017, Ms. Sze served on the Investment Committee and Board of Trustees of the Marin Community Foundation that manages over $5 billion in philanthropic capital on behalf of donors. | | | | | Qualifications: Ms. Sze brings to our Board significant experience in strategic planning, financial oversight, and business development as well as with best practices in sustainability and corporate governance. |

  14. Class I Directors — Terms Expiring in 2025

    | 10 2024 Proxy Statement | |

  15. Class II Directors — Terms Expiring in 2026

    Class II Directors — Terms Expiring in 2026

  16. Class II Directors — Terms Expiring in 2026

    | Susan L. Blount Age 66 Director since January 2019 Committees: Compensation / Corporate Governance and Nominating / Legal and Compliance Oversight (Chair) | Ms. Blount is the Chair of the Board’s Legal and Compliance Oversight Committee and a member of the Board’s Compensation Committee and Corporate Governance and Nominating Committee. From 2005 to 2015, Ms. Blount served as Senior and then Executive Vice President and General Counsel for Prudential Financial, Inc. (“Prudential”) (NYSE: PRU), a leading provider of insurance, retirement and asset management products and services. In that role, Ms. Blount led Prudential’s global law, compliance, business ethics and external affairs functions. Since 2016, she has served as adjunct professor at the University of Texas School of Law (“UT Law”). She is a founding member of UT Law’s Center for Women in Law where she served as Interim Executive Director from March 2019 to January 2020. Since April 2021, Ms. Blount has served as a Director of CS Disco, a legal technology company that applies artificial intelligence and cloud computing to help lawyers and legal teams. | | | | | Qualifications: Ms. Blount brings to our Board significant experience in corporate governance, risk management, executive compensation, legal, compliance, strategy, insurance and financial services. | | William C. Boor Age 58 Director since July 2008 Committees: None | Mr. Boor is the President and Chief Executive Officer (“CEO”) of Cavco, commencing on April 15, 2019 and has been a member of Cavco’s Board since July 2008. Mr. Boor was previously CEO of Great Lakes Brewing Company, a large craft brewing company based in Cleveland, Ohio, a position he had held since September 2015. From December 2014 to September 2015, Mr. Boor was principal of MIB Holding Co LLC (“MIB Holdings”), a mining development company. From 2007 to 2014, Mr. Boor served in various executive positions with Cleveland Cliffs Inc., including Executive Vice President for Corporate Development, Chief Strategy & Risk Officer, and President of Ferroalloys. Prior to his employment with Cleveland Cliffs, Mr. Boor held key leadership roles at American Gypsum, Centex, Weyerhaeuser Co. (NYSE: WY), and Procter & Gamble Co. (NYSE: PG). Mr. Boor is a Chartered Financial Analyst charterholder. | | | | | Qualifications: Mr. Boor brings to our Board diverse experience in financial management, investor relations, management, manufacturing, marketing, and process engineering, and is our President and CEO. |

  17. Class II Directors — Terms Expiring in 2026

    | Cavco Industries, Inc. | www.cavco.com 11 |

  18. Director Compensation

    Director Compensation The Compensation Committee of the Board reviews annually all cash and noncash compensation to be paid to our non-employee Directors and recommends any proposed changes to the Board for approval. In fiscal year 2024, we compensated our Directors as follows: •All non-employee Directors received an annual cash retainer of $75,000, except for the Chairman of the Board, who received $105,000. •The annual fees paid to each non-employee Director for service on Board committees was: ◦Audit Committee: Chair $20,000 and Member $10,000 ◦Compensation, Corporate Governance and Nominating, and Legal and Compliance Oversight committees: Chair $15,000 and Member $7,500 •Except for the Chairman, who received an annual equity award of $160,000 in time-based restricted stock units (“RSUs”), all non-employee Directors were granted $110,000 in value of RSUs that vest 100% upon the anniversary of the grant date (or next annual meeting of stockholders, if earlier). The number of shares granted was calculated using the closing price of the Company’s common stock on the grant date rounded up to the nearest 50 shares. •All Board members were reimbursed for reasonable travel expenses to attend Board and committee meetings. Directors who are also employees of the Company do not receive any special or additional remuneration for service on the Board. The following table provides specific information regarding the compensation paid to each non-employee Director during the fiscal year ended March 30, 2024:

  19. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Susan L. Blount | 105,000 | 118,260 | 223,260 | | Steven G. Bunger | 105,000 | 177,390 | 282,390 | | David A. Greenblatt | 107,500 | 118,260 | 225,760 | | Richard A. Kerley | 110,000 | 118,260 | 228,260 | | Steven W. Moster | 97,500 | 118,260 | 215,760 | | Julia W. Sze | 92,500 | 118,260 | 210,760 |

  20. Director Compensation

    (1)Amounts in this column represent the fair value of the RSUs granted based on the closing price of our stock on the grant date, July 31, 2023. The aggregate number of unvested RSUs held by each Director as of March 30, 2024, was: Ms. Blount – 400 RSUs; Mr. Bunger – 600 RSUs; Mr. Greenblatt – 400 RSUs; Mr. Kerley – 400 RSUs; Mr. Moster – 400 RSUs; and Ms. Sze – 400 RSUs. Mr. Greenblatt has made a Board approved irrevocable deferral election as to his 400 unvested RSUs so that they will not be paid out until he retires from the Board or otherwise separates from Cavco. The aggregate number of unexercised options held by Directors as of March 30, 2024, was: Ms. Blount – options to purchase 10,000 shares; Mr. Bunger – options to purchase 4,000 shares; and Mr. Greenblatt – options to purchase 4,000 shares. Stock Ownership Guidelines To further align the interests of Cavco’s leadership with those of the stockholders as well as promote our commitment to sound corporate governance, we have adopted Stock Ownership Guidelines for key executives and all non-employee Directors. Our stock ownership guidelines are available on our website at investor.cavco.com/general-documents. For Directors, under these guidelines, on or before the fifth full fiscal year after the year of appointment or election, each Director should own and retain shares of our common stock equal to at least five times (5x) the annual cash retainer paid to Directors at that time. Anti-Hedging, Anti-Pledging, No Short-Selling, and No Buying or Selling of Derivatives The Board has approved a Securities Trading Policy that prohibits hedging, pledging, short selling, and buying or selling derivatives related to the Company’s securities. The policy does not have a hardship exemption for Directors or executive officers as it pertains to these prohibitions. The Securities Trading Policy is posted on our website at investor.cavco.com/general-documents.

  21. Director Compensation

    | 16 2024 Proxy Statement | |

  22. Overview of the Company’s Compensation Program

    Overview of the Company’s Compensation Program The Company’s FY2024 executive compensation program consisted of three components: (1) cash compensation comprised of an annual base salary, (2) short-term incentive compensation comprised of a cash bonus and/or cash incentive compensation, and (3) long-term incentive compensation, which consisted of awards of RSUs and performance-based restricted stock units that vest upon the achievement of preapproved Company performance measures over a set period of time (“PRSUs”).

  23. Overview of the Company’s Compensation Program

    | Component | Key Elements | | Base Salaries | Market based to attract and retain an effective executive team | | Short-Term Incentive Compensation | •Company performance-based short-term incentive program •For several positions, a portion of the award potential is determined by individual performance targets •Bonus payouts capped at 200% of target | | Long-Term Incentive Compensation | •Equity issued as RSUs and PRSUs pursuant to the Company’s 2005 Stock Incentive Plan (the “2005 Stock Plan”) •RSU grants based on a targeted dollar value on grant date and vest annually over 3 years •PRSU grants are earned based upon Company performance of 3-year targets; settlements are capped at 200% of target award |

  24. Role of Management in Establishing and Awarding Compensation

    Role of Management in Establishing and Awarding Compensation The CEO may assist the Compensation Committee by making recommendations concerning the Company’s performance objectives upon which short-term and long-term incentive compensation is based. Additionally, the CEO annually reviews the performance of the other Executive Officers and presents his conclusions and recommendations regarding salary, short-term incentive payout adjustments, and long-term incentive awards to the Compensation Committee for its consideration. The Compensation Committee does not receive any recommendations from the CEO regarding his own compensation.

  25. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Pursuant to the authority granted to it in its charter, the Compensation Committee engaged Pearl Meyer Partners, LLC (“Pearl Meyer”) as an independent compensation consultant to provide advice related to the Company’s executive compensation programs for FY2024. Pearl Meyer reports directly to the Compensation Committee. The Compensation Committee may replace Pearl Meyer or hire additional consultants at any time. Pearl Meyer attends meetings of the Compensation Committee, as requested, and communicates with the Compensation Committee Chair. However, the Compensation Committee ultimately has sole authority to make suggestions and recommendations to the Board related to potential compensation for our Executive Officers. The Compensation Committee regularly reviews the services provided by its outside consultants and believes that Pearl Meyer is independent in providing executive compensation consulting services. The Compensation Committee conducted a review of its relationship with Pearl Meyer in October 2023 and determined that Pearl Meyer’s work for the Compensation Committee had not raised any conflicts of interest consistent with the guidance provided by the SEC and Nasdaq. In making this determination, the Compensation Committee considered the following: •Pearl Meyer did not provide any services to the Company, or its management, other than services to the Compensation Committee. Pearl Meyer’s services were limited to executive and director compensation consulting. Specifically, Pearl Meyer does not provide to the Company, directly or indirectly through affiliates, any non-executive compensation services, including, but not limited to, pension consulting or human resource outsourcing; •Fees paid to Pearl Meyer by the Company were less than 1% of Pearl Meyer’s total revenue; •Pearl Meyer maintains a Conflicts Policy containing specific policies and procedures designed to ensure independence; •None of the Pearl Meyer consultants on the Company’s matters had any business or personal relationship with the members of the Compensation Committee; •None of the Pearl Meyer consultants on the Company matters, or Pearl Meyer, had any business or personal relationship with executive officers of the Company; and •None of the Pearl Meyer consultants on the Company matters own Company stock. In December 2023, the Compensation Committee completed its process of interviewing and hiring a new independent compensation consultant to advise the committee. The Compensation Committee reappointed Pearl Meyer from various candidates recommended by members of the Board and continues to monitor the independence of its compensation consultant on a periodic basis.

  26. Role of the Independent Compensation Consultant

    | 28 2024 Proxy Statement | |

  27. Benchmarking Methodology

    Benchmarking Methodology Market pay levels are one of many elements used by the Company to maintain competitive pay opportunities for our Executive Officers. For the design of the Company’s fiscal year 2024 executive compensation program, in January 2023, the Compensation Committee approved a peer group of 23 national companies in the building products, homebuilding, and related industries for the purposes of benchmarking total compensation for our Executive Officers. The peer group companies were analyzed and recommended by our independent compensation consultant and our Compensation Committee approved the peer group set forth below. The Compensation Committee considered a two year comparison of CEO compensation for the peer group in order to account for any statistical outliers in benchmarking decisions. We believe that this peer group provides a meaningful composite of companies in similar industries, in various stages of growth, to establish an appropriate benchmark comparison for Cavco.

  28. Benchmarking Methodology

    | American Woodmark Corporation Apogee Enterprises, Inc. Armstrong World Industries, Inc. Beazer Homes USA, Inc. Century Communities, Inc. Dream Finders Homes, Inc. Ethan Allen Interiors, Inc. Green Brick Partners, Inc. Gibraltar Industries, Inc. Hooker Furnishings Corporation Installed Building Products, Inc. Landsea Homes Corporation | La-Z-Boy Incorporated Lifetime Brands, Inc. LGI Homes, Inc. PGT Innovations, Inc. Quanex Building Products Corp. Simpson Manufacturing Co. Inc. Skyline Champion Corp. TopBuild Corp. Trex Company, Inc. TRI Pointe Group Inc. WillScot Mobile Mini Holdings Corp. |

  29. Benchmarking Methodology

    | Cavco Industries, Inc. | www.cavco.com 29 |

  30. Short-Term Incentive Compensation

    Short-Term Incentive Compensation The second component of our annual executive compensation is our short-term incentive program ("STIP"). The STIP consists of an annual cash incentive bonus based upon both (1) Company performance, and (2) individual objective-based performance. In addition, Messrs. Cira and Nino both receive a third part of STIP based on the profits of the business operations each oversees. Mr. Boor's STIP payout is predicated solely on Company performance. The following table summarizes the component and total STIP payouts made to our NEOs for FY2024. Mr. Dragash is not included in the following STIP tables and discussion because he was not serving as an Executive Officer at the end of FY2024 (see "Summary Compensation Table" below for details on FY2024 compensation paid to Mr. Dragash):

  31. Short-Term Incentive Compensation

    | Name | Company Performance Component | Individual Objective Component | Business Profit Component | Total STIP Payout | | Bill Boor, CEO | $753,730 | — | — | $753,730 | | Allison Aden, CFO | $297,525 | $100,000 | — | $397,525 | | Brian Cira, President (Mfg.) | $33,058 | $40,000 | $748,893 | $821,951 | | Matt Niño, President (Ret.) | $33,058 | $50,000 | $963,660 | $1,046,718 | | Steve Like, President (Ins.) | $156,117 | $100,000 | — | $256,117 |

  32. Short-Term Incentive Compensation

    1.Company Performance: For FY2024, the threshold, target, and maximum Company performance STIP payouts are expressed below as a percentage of each NEO's base salary:

  33. Short-Term Incentive Compensation

    | Name | Threshold (x of Target) | Target | Maximum (x of Target) | | Bill Boor, CEO | 0.5x | 120% | 2x | | Allison Aden, CFO | 0.5x | 82% | 2x | | Brian Cira, President (Mfg.) | 0.5x | 20% | 1.5x | | Matt Niño, President (Ret.) | 0.5x | 25% | 1.5x | | Steve Like, President (Ins.) | 0.75x | 80% | 1.5x |

  34. Short-Term Incentive Compensation

    In May 2023, the Board approved two metrics to measure FY2024 Company performance and align our NEO's incentives with our stockholders' interests. •Factory-Built Housing Profits. 90% of the Company performance payout is based on FY2024 adjusted factory-built housing segment pre-tax profit, where target was based on the budgeted pre-tax profit, with threshold attainment being at 70% of the forecast and stretch attainment being 130% of the forecast; and

  35. Short-Term Incentive Compensation

    | 30 2024 Proxy Statement | |

  36. Short-Term Incentive Compensation

    •Financial Services Profits. 10% of the Company performance payout is based on FY2024 adjusted financial services segment pre-tax profit, where target was based on the forecasted pre-tax profit, with threshold attainment being at 70% of the forecast and stretch attainment being 130% of the forecast. A graphical depiction of the FY2024 Company performance targets and actual results are set forth below:

  37. Short-Term Incentive Compensation

    | 90% of factory-built housing – Earnings driven corporate STIP | 10% of financial services – Earnings driven corporate STIP |

  38. Short-Term Incentive Compensation

    Given these results, in May 2024, the Board approved FY2024 Company performance STIP payouts to Mr. Boor, Ms. Aden, and Messrs. Cira, Niño, and Like of $753,730, $297,525, $33,058, $33,058, and $156,117, respectively. These payments are reflected in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. In addition to the Company performance-based STIP payouts described above, Mr. Cira and Mr. Niño are both eligible to receive a percentage of the pre-tax income of the manufacturing and retail operations each respectively oversees. In FY2024, Mr. Cira received 0.425% of pre-tax income for the manufacturing operations he oversees which came to $748,893. Mr. Niño received 4% of the pre-tax income for the retail operations he oversees which came to $963,660 for FY2024. These payments are also reflected in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. 2. Individual Objective-Based Performance: The elements that comprise each individual’s performance objectives vary by position and are mutually agreed upon by each NEO and the CEO. These objectives primarily consist of measurable goals that have a meaningful impact upon our overall financial performance as well as each executive's professional development. In May 2023, the Board set the following FY2024 individual performance STIP targets for our NEOs as a percentage of each NEO's base salary: For Ms. Aden, an award of 18% of her base salary; for Mr. Like, an award of 40% of his base salary; for Mr. Cira, an award of 20% of his base salary; and for Mr. Niño, an award of 25% of his base salary. In May 2024, for the achievement of individual performance objectives in FY2024, the Board approved payments for this individual performance STIP component to Ms. Aden and Messrs. Cira, Niño, and Like in the amounts of $100,000, $40,000, $50,000, and $100,000, respectively.

  39. Short-Term Incentive Compensation

    | Cavco Industries, Inc. | www.cavco.com 31 |

  40. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The third component of our annual executive compensation program is long-term incentive compensation. The Company’s FY2024 long-term incentive program ("LTIP") consisted of equity awards of (1) RSUs (time-based vesting) and (2) PRSUs (performance-based vesting). In May and June 2023, the Board approved FY2024 LTIP awards of RSUs and PRSUs to the NEOs as set forth in the table below. All awards were made pursuant to the 2005 Stock Plan. The total grant date value of these equity awards is disclosed below in the Stock Awards column of the Summary Compensation Table.

  41. Long-Term Incentive Compensation

    | Name | FY2024 RSUs (#) | FY2024 PRSUs at target (#) | | Bill Boor, CEO | 3,800 | 5,700 | | Allison Aden, CFO | 1,536 | 2,034 | | Brian Cira, President (Mfg.) | 475 | 712 | | Matt Niño, President (Ret.) | 339 | 509 | | Steve Like, President (Ins.) | 407 | 610 | | Mick Dragash, Former GC (1) | 500 | 700 |

  42. Long-Term Incentive Compensation

    (1) The FY2024 RSU and PRSU awards to Mr. Dragash were subsequently prorated upon execution of his Release of Claims Agreement, dated March 5, 2024, as set forth below in the Grants of Plan-Based Awards table. 1.FY2024 RSUs: The RSUs awarded for FY2024 are subject to a time-based vesting schedule such that 33% of the shares vest on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and 34% on the third anniversary of the grant date. RSUs make up 40% of the value of the FY2024 LTIP payout to our NEOs. 2.FY2024 PRSUs: PRSUs make up 60% of the value of the FY2024 LTIP payout to our NEOs. The metrics used for the design of the FY2024 PRSUs issued to our NEOs incentivize performance over a period of three years in two distinct areas: value creation and growth. •Value creation is measured by total shareholder return relative to our peer group. •Growth is measured by our volume improvement compared to the manufactured housing industry. Each measure is weighted equally when determining overall performance for the period and is measured individually on threshold (50%), target (100%), and stretch (200%) levels. Shares under the FY2024 PRSU awards will be measured and issued in May 2026, at the end of the three year performance period from FY2024 through fiscal year 2026. Earnout of Fiscal Year 2022 PRSU Awards at Conclusion of Performance Period In FY2024, our NEOs also received the earnout of PRSU awards they had received on May 24, 2021 (the "FY2022 PRSUs") for the performance during fiscal years 2022 to 2024 (the "Performance Period"). The grant date value of these FY2022 PRSUs was part of the LTIP compensation paid to our NEOs for fiscal year 2022 ("FY2022") and disclosed in the CD&A section of our proxy filed with the SEC on June 21, 2022. In May 2024, the Board approved the payout of the FY2022 PRSUs. The performance measures for these FY2022 PRSUs included volume improvement, operational improvement, and value creation measured individually on threshold (50%), target (100%), and stretch (200%) levels. The performance results of these measures are set forth in the table below:

  43. Long-Term Incentive Compensation

    | Measure | Weight | Threshold 50% | Target 100% | Stretch 200% | Results to Date | | Volume Improvement | 33% | 0% | 5% | 10% | 23.4% | | Operational Improvement | 33% | 2% | 5% | 8% | 3.1% | | Value Creation | 34% | 20% | 50% | 80% | 49.0% |

  44. Long-Term Incentive Compensation

    •Volume Improvement: Volume improvement, or market share, was determined by reference to the percentage difference between: (i) the total number of Company units shipped during fiscal year 2021 ("FY2021") divided by the number of HUD Code Home shipments during the same period and (ii) the total number of Company units shipped during FY2024 divided by the number of HUD Code Home shipments during the same period. •Operational Improvement: Operational improvement is measured by the improvement in the number of floors produced per employee equivalent. Floors per employee was determined by dividing: (i) the total number of floors produced per employee equivalent during FY2024 by (ii) the total number of floors produced per employee equivalent during FY2021.

  45. Long-Term Incentive Compensation

    | 32 2024 Proxy Statement | |

  46. Long-Term Incentive Compensation

    The Compensation Committee, at its discretion, may include or exclude certain plant operations from the Performance Period calculation. •Value Creation: Measured by Relative Total Shareholder Return (“rTSR”) relative to our peer group and was determined with respect to the Company and the rTSR comparator companies by dividing: (a) the sum of (i) the difference between the applicable beginning stock price and the applicable ending stock price plus (ii) all dividends and other distributions on the respective shares with an ex-dividend date that falls during the Performance Period, by (b) the applicable beginning stock price. To determine the Company’s applicable percentile ranking, the Company and each rTSR comparator corporation are arranged by their respective total shareholder returns (highest to lowest). Based on the metrics above for the FY2022 PRSUs, the number of PRSUs issued to each NEO in May 2024 and the percentage of target this payout represented are set forth in the following table:

  47. Long-Term Incentive Compensation

    | NEO | FY2022 PRSU Target Payout (# shares) | FY2022 PRSU Actual Payout (# shares) | FY2022 PRSU Actual Percentage of Target (%) | | Bill Boor, CEO | 4,500 | 5,506 | 122% | | Allison Aden, CFO | 920 | 971 | 106% | | Brian Cira, President (Mfg.) | 400 | 421 | 105% | | Matt Niño, President (Ret.) | 250 | 263 | 105% | | Steve Like, President (Ins.) | 300 | 316 | 105% | | Mickey Dragash, Former GC | 600 | 571 | 95% |

  48. Employment and Severance Agreements

    Employment and Severance Agreements The Company is a party to an employment agreement with Mr. Boor, effective as of April 15, 2019; Severance Agreements with Ms. Aden, effective as of November 2, 2021, and Mr. Like, effective May 5, 2020; and a Release of Claims Agreement with Mr. Dragash, dated March 5, 2024. A description of the key provisions of these agreements follows. During FY2024, the Company did not have written or oral employment or severance agreements with Messrs. Cira and Niño. Bill Boor’s Employment Agreement Mr. Boor’s employment agreement provides for: (a) a base annual salary of $825,000 per year, subject to periodic review and adjustment by the Compensation Committee; (b) an annual award of time-based stock options (the Company no longer issues options as part of its LTIP but instead issues RSUs and PRSUs in place of the options referenced in Mr. Boor's agreement), pursuant to the Company's 2005 Stock Incentive Plan, that vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and 34% on the third anniversary of the grant date; (c) an annual award of PRSUs, with each award providing for: (i) a three-year performance period with targets set by the Compensation Committee of the Board; (ii) performance-based vesting at a level of 50% for “threshold” performance, 100% for “target” performance, and 200% for “stretch” performance based on total shareholder return, growth and efficiency metrics as compared to Cavco’s Investor Peer Group and favorable value creation relative to industry metrics as reported by the Manufactured Housing Institute; (d) and an opportunity for annual cash bonus for achieving performance goals established by the Compensation Committee of “threshold,” “target,” or “stretch,” which will result in a cash bonus equal to 50%, 100%, or 200% of the target amount, respectively. The employment agreement for Mr. Boor also includes provisions for payments to be made upon his termination under certain circumstances. If Mr. Boor is terminated without cause, or if he terminates the agreement for good reason, he will receive: (a) a severance payment equal to his then current base salary, plus the average bonuses paid to him over the previous three (3) calendar years multiplied by (i) one point five (1.5), if termination occurs prior to the sixth anniversary of employment, or (ii) one (1), if termination occurs after the sixth anniversary of employment; (b) accelerated vesting of any outstanding options, provided however, that if termination occurred prior to six (6) years after the effective date of his employment agreement, 50% of such options shall vest; (c) a prorated amount of unvested performance-based equity awards would vest at the end of applicable

  49. Employment and Severance Agreements

    | Cavco Industries, Inc. | www.cavco.com 33 |

  50. Employment and Severance Agreements

    performance periods based on actual performance of the Company; and (d) Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) coverage for up to twelve months following termination. In the event Mr. Boor is terminated due to death or disability, all of his unvested stock options awarded to him under his employment agreement would vest immediately and become exercisable and a prorated amount of his unvested performance-based equity awards would vest at the end of applicable performance periods based on actual performance of the Company. Should Mr. Boor be terminated without cause during the twelve month period following a change in control event, he will receive: (a) a severance payment equal to the sum of: (i) three (3) times his then current base salary plus (ii) three (3) times the average bonuses paid to him over the previous three (3) calendar years; (b) all of his unvested stock options would vest immediately; (c) his performance-based equity awards would vest at the “target” level of performance and be issued upon the terms of the applicable agreements at the end of applicable performance periods; and (d) COBRA coverage for up to twelve (12) months following termination. The employment agreement also includes customary provisions regarding confidentiality of information, non-disparagement, non-competition, and non-solicitation. The payment of any severance benefits under the agreement is contingent upon Mr. Boor’s execution of a customary release of claims. Allison Aden’s Severance Agreement Ms. Aden’s severance agreement provides for certain payments to be made upon her termination under certain circumstances, including a change of control. If Ms. Aden is terminated without cause she will receive: (a) a severance payment equal to the sum of: (i) one year of her base salary in effect as of the termination date and (ii) her annual target bonus amount as of the year of termination; (b) a pro-rated bonus payment for the period of time she was actually employed and worked during the fiscal year in which she is terminated, based on the target bonus amount for that year; and (c) COBRA coverage for up to twelve months following termination. In the event there is a change of control and Ms. Aden is terminated without cause as a direct result of the change in control during the period between six months prior to or within twelve months after such change in control event, Ms. Aden will receive: (a) a severance payment equal to the sum of: (i) one year of her base salary in effect as of the termination date and (ii) her annual target bonus amount as of the year of termination; (b) a pro-rated bonus payment for the period of time she was actually employed and worked during the fiscal year in which she is terminated, based on the target bonus amount for that year; (c) immediate vesting of any equity awards that remain unvested upon termination where any performance awards will vest at the target level; and (d) COBRA coverage for up to twelve months following termination. The payment of any severance benefits under the agreement is contingent upon Ms. Aden’s execution of a customary release of claims. Steve Like's Severance Agreement Mr. Like's severance agreement provides for certain payments to be made upon his termination under certain circumstances, including a change of control. If Mr. Like is terminated without cause he will receive: (a) a severance payment equal to his then current base salary, plus annual target bonus amount as of the year of termination, subject to and in accordance with the terms of the Company’s STIP; (b) a pro-rated bonus payment for the period of time he was actually employed and worked during the fiscal year in which he is terminated, based on the target bonus amount for that year; and (c) COBRA coverage for up to twelve months following termination. In the event there is a change of control and Mr. Like is terminated without cause as a direct result of the change in control during the period between six months prior to or within twelve months after such change in control event, he will receive: (a) a severance payment equal to the sum of: (i) one year of his base salary in effect as of the termination date and (ii) his annual target bonus amount as of the year of termination; (b) a pro-rated bonus payment for the period of time he was actually employed and worked during the fiscal year in which he is terminated, based on the target bonus amount for that year; (c) immediate vesting of any equity awards that remain unvested upon termination where any performance awards will vest at the target level and any unexercised options would remain exercisable as provided in the Company's 2005 Stock Incentive Plan; and (d) COBRA coverage for up to twelve months following termination. The payment of any severance benefits under the agreement is contingent upon Mr. Like's execution of a customary release of claims. Mickey Dragash’s Employment and Release of Claims Agreements As previously disclosed in our Quarterly Report on Form 10-Q, filed with the SEC on February 2, 2024, Mr. Dragash provided notice to the Company of his resignation effective February 12, 2024. Under the terms of his Employment Agreement, dated April 1, 2019, Mr. Dragash ended his employment with the Company for Good Reason (as that term is defined in the agreement) and in connection with his execution, delivery, and non-revocation of the Release of Claims Agreement, dated March 5, 2024, Mr. Dragash received a cash payment equal to $325,000 for his base salary as currently in effect, plus $332,159 as the average of the cash incentive bonuses he received in each of the three preceding calendar years, plus $24,687 as a COBRA premium reimbursement for a period of twelve months following the end of his employment. In addition, 50% of Mr. Dragash’s outstanding unvested RSU awards vested immediately. Finally, Mr. Dragash will receive a pro rata portion of his currently existing unvested PRSU awards granted in 2021, 2022, and 2023, with the amounts ultimately vested determined based on the Company’s actual performance at the end of the applicable performance periods.

  51. Employment and Severance Agreements

    | 34 2024 Proxy Statement | |

  52. Summary Compensation Table

    Summary Compensation Table The table below sets forth information concerning the compensation and benefits paid to the Company’s NEOs during fiscal years 2024, 2023, and 2022.

  53. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Bill Boor, CEO | 2024 | 950,000 | 2,802,500 | 753,730 | 4,578 | 4,510,808 | | | 2023 | 950,000 | 2,300,175 | 2,157,238 | 2,802 | 5,410,215 | | | 2022 | 850,000 | 1,915,335 | 1,950,529 | 1,852 | 4,717,716 | | Allison Aden, CFO | 2024 | 550,000 | 1,050,067 | 397,525 | 7,278 | 2,004,870 | | | 2023 | 450,000 | 801,703 | 609,233 | 5,427 | 1,866,363 | | | 2022 | 259,615 | 478,345 | 364,477 | 61,139 | 1,163,576 | | Brian Cira, President (Manufacturing) | 2024 | 250,000 | 350,165 | 821,951 | 7,278 | 1,429,394 | | | 2023 | 250,000 | 352,582 | 1,482,481 | 5,427 | 2,090,490 | | | 2022 | 200,000 | 167,952 | 1,113,990 | 1,852 | 1,483,794 | | Matt Niño, President (Retail) | 2024 | 200,000 | 250,160 | 1,046,718 | 7,278 | 1,504,156 | | | 2023 | 200,000 | 251,844 | 1,234,760 | 5,427 | 1,692,031 | | | 2022 | 200,000 | 104,970 | 1,213,929 | 1,852 | 1,520,751 | | Steve Like, President (Insurance) (4) | 2024 | 250,000 | 300,015 | 256,117 | 6,463 | 812,595 | | Mickey Dragash, Former GC (5) | 2024 | 288,750 | 354,000 | — | 689,124 | 1,331,874 | | | 2023 | 325,000 | 352,582 | 317,051 | 5,427 | 1,000,060 | | | 2022 | 325,000 | 251,928 | 366,509 | 1,852 | 945,289 |

  54. Summary Compensation Table

    (1)Amounts in this column represent the aggregate grant date fair value of RSU and PRSU awards made in each fiscal year, based on the closing price of the Company’s common stock on the grant date of each award. For each NEO, the amounts in this column attributed to PRSUs represent the grant date fair value of the PRSUs assuming performance is achieved at the target level, which is considered the probable outcome. For FY2024, the grant date fair value of the FY2024 PRSUs (not including the value of FY2024 RSUs), assuming achievement of the maximum level of performance for Mr. Boor, Ms. Aden, Messrs. Cira, Niño, Like, and Dragash are $3,360,000, $1,200,000, $420,000, $300,000, $360,000, and $420,000, respectively. (2)Amounts in this column represent the amounts paid to each NEO for performance in each respective fiscal year under the STIP. Each payment was approved by the Board in May following the end of each respective fiscal year after consideration of Company performance for the applicable fiscal year. (3)For the year ended March 30, 2024, the “All Other Compensation” column includes: (i) Mr. Boor, life insurance premium of $2,328 and 401(K) match of $2,250; (ii) Ms. Aden, life insurance premium of $2,328 and 401(K) match of $4,950; (iii) Mr. Cira, life insurance premium of $2,328 and 401(K) match of $4,950; (iv) Mr. Niño, life insurance premium of $2,328 and 401(K) match of $4,950; (v) Mr. Like, life insurance premium of $1,513 and 401(K) match of $4,950; and (vi) Mr. Dragash, life insurance premium of $2,328, 401(K) match of $4,950, and payment of $681,846 pursuant to the Release of Claims Agreement, dated March 5, 2024, by and between the Company and Mr. Dragash. (4)Mr. Like was not an NEO in fiscal years 2022 or 2023. (5)Mr. Dragash served as GC until February 2024. He did not participate in the STIP for FY2024 due to the execution of his Release of Claims Agreement, dated March 5, 2024.

  55. Summary Compensation Table

    | 36 2024 Proxy Statement | |

  56. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information with respect to all non-equity and equity incentive plan awards made to the NEOs in FY2024.

  57. Grants of Plan-Based Awards

    | | Grant | Estimated future payouts under non-equity incentive plan awards ($) (1) | | | Estimated future payouts under equity incentive plan awards (#) (2) | | | All other stock awards: Number of shares of stock | Grant date fair value of stock awards | | Name | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | (#) (3) | ($) (4) | | Boor | 05/15/2023 | 570,000 | 1,140,000 | 2,280,000 | 2,740 | 5,700 | 11,400 | 3,800 | 2,802,500 | | Aden | 05/15/2023 | 270,000 | 550,000 | 1,000,000 | 1,020 | 2,034 | 4,080 | 1,356 | 1,000,050 | | | 06/12/2023 | — | — | — | — | — | — | 180 | 50,017 | | Cira | 05/15/2023 | 25,000 (5) | 100,000 (5) | 125,000 (5) | 360 | 712 | 1,440 | 475 | 350,165 | | Niño | 05/15/2023 | 25,000 (6) | 100,000 (6) | 125,000 (6) | 255 | 509 | 1,020 | 339 | 250,160 | | Like | 05/15/2023 | 150,000 | 300,000 | 400,000 | 310 | 610 | 1,240 | 407 | 300,015 | | Dragash (7) | 05/15/2023 | 136,500 | 325,000 | 370,500 | 107 (8) | 214 (8) | 428 (8) | 250 (9) | 136,880 |

  58. Grants of Plan-Based Awards

    (1)Amounts in these columns represent the range of payments possible under our FY2024 STIP. The FY2024 STIP metrics were approved by the Board in May 2023 and subsequently measured and final payouts approved in May 2024. These payouts include components for Company performance and individual-based performance, which have no threshold or maximum attainment levels. For full discussion of non-equity incentive awards in these columns, see “Short-Term Incentive Compensation” section above. As disclosed above, in May 2024 for FY2024 performance, Mr. Boor, Ms. Aden, Messrs. Cira, Niño, and Like received payouts for FY2024 STIP of $753,730, $397,525, $821,951, $1,046,718, and $256,117 respectively. Mr. Dragash did not receive a payout for FY2024 STIP because he was not serving as an Executive Officer at the end of FY2024. (2)Amounts in these columns represent FY2024 PRSU awards granted on May 15, 2023, that vest at the end of the performance period in fiscal year 2026, and are to be issued in May 2026 subject to performance conditions. (3)Amounts in this column represent RSU awards granted on the grant date shown in the table, that vest annually on the anniversaries of the grant date, 33%, 33%, and 34% respectively, until fully vested on the three year anniversary of the grant date. (4)Amounts in this column represent the value of PRSUs and RSUs awarded to each NEO in FY2024, based on the closing stock price on the grant date multiplied by the number of shares granted, where the target amount for PRSUs is considered to be the probable outcome. (5)The figures presented were estimated future payouts under the STIP prior to the final payout being determined in May 2024, as described above. Mr. Cira's threshold amount does not include any payout for individual-based performance; his target amount includes his target for Company performance and attainment of 100% of his individual-based performance component; and his maximum amount includes his stretch for Company performance and attainment of 100% of his individual-based performance component. In addition, Mr. Cira’s STIP payout also includes eligibility to receive 0.425% of pre-tax income for the manufacturing operations he oversees, with no threshold or maximum attainment levels. For FY2024, the payout amount to Mr. Cira for manufacturing operations was $748,893. (6)The figures presented were estimated future payouts under the STIP prior to the final payout being determined in May 2024, as described above. Mr. Niño's threshold amount does not include any payout for individual-based performance; his target amount includes his target for Company performance and attainment of 100% of his individual-based performance component; and his maximum amount includes his stretch for Company performance and attainment of 100% of his individual-based performance component. In addition, Mr. Niño’s STIP payout also includes eligibility to receive 4% of pre-tax income for the retail operation he oversees, with no threshold or maximum attainment levels. For FY2024, the payout amount to Mr. Niño for retail operations was $963,660. (7)Mr. Dragash served as GC until February 2024. (8)This amount represents the pro rata portion Mr. Dragash is entitled to receive upon vesting at the end of the performance period in fiscal year 2026, pursuant to the execution of his Release of Claims Agreement, dated March 5, 2024, as described above. (9)This amount represents 50% of the RSUs awarded on May 15, 2023, issued to Mr. Dragash pursuant to the execution of his Release of Claims Agreement, dated March 5, 2024, as described above.

  59. Grants of Plan-Based Awards

    | Cavco Industries, Inc. | www.cavco.com 37 |

  60. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table discloses certain information regarding unexercised options, unvested stock, and equity incentive plan awards outstanding as of the end of FY2024, on March 30, 2024.

  61. Outstanding Equity Awards at Fiscal Year-End

    | | OPTION AWARDS | | | STOCK AWARDS | | | | | Name and Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (4) | Market Value of Shares or Units of Stock That Have Not Vested ($) (5) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (6) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (5) | | Bill Boor, CEO | | | | | | | | | 7/9/2018 | 4,000 | 217.60 | 7/9/2025(1) | — | — | — | — | | 4/15/2019 | 10,200 | 125.69 | 4/15/2026(2) | — | — | — | — | | 6/21/2019 | 13,100 | 158.36 | 6/21/2026(2) | — | — | — | — | | 5/20/2020 | 10,800 | 167.60 | 5/20/2027(2) | — | — | — | — | | 5/24/2021 | — | — | — | 1,140 | 454,928 | 3,350 | 1,336,851 | | 6/28/2021 | — | — | — | 392 | 156,431 | 1,150 | 458,919 | | 5/25/2022 | — | — | — | 3,672 | 1,465,348 | 5,480 | 2,186,849 | | 5/15/2023 | — | — | — | 3,800 | 1,516,428 | 5,700 | 2,274,642 | | Allison Aden, CFO | | | | | | | | | 8/30/2021 | — | — | — | 314 | 125,305 | 920 | 367,135 | | 5/25/2022 | — | — | — | 1,280 | 510,797 | 1,910 | 762,205 | | 5/15/2023 | — | — | — | 1,356 | 541,098 | 2,034 | 811,688 | | 6/12/2023 | — | — | — | 180 | 71,831 | — | — | | Brian Cira, President (Mfg.) | | | | | | | | | 7/9/2019 | 1,000 | 153.94 | 7/9/2026(3) | — | — | — | — | | 5/24/2021 | — | — | — | 136 | 54,272 | 400 | 159,624 | | 5/25/2022 | — | — | — | 563 | 224,671 | 840 | 335,210 | | 5/15/2023 | — | — | — | 475 | 189,554 | 712 | 284,131 | | Matt Nino, President (Ret.) | | | | | | | | | 5/24/2021 | — | — | — | 86 | 34,319 | 250 | 99,765 | | 5/25/2022 | — | — | — | 402 | 160,422 | 600 | 239,436 | | 5/15/2023 | — | — | — | 339 | 135,281 | 509 | 203,121 | | Mickey Dragash, Former GC | | | | | | | | | 2/6/2019 | 1,000 | 131.46 | 2/6/2026(2) | — | — | — | — | | 6/21/2019 | 2,300 | 158.36 | 6/21/2026(2) | — | — | — | — | | 5/20/2020 | 1,900 | 167.60 | 5/20/2027(2) | — | — | — | — | | 5/24/2021 | — | — | — | — | — | 584 | 233,051 | | 5/25/2022 | — | — | — | — | — | 537 | 214,295 | | 5/15/2023 | — | — | — | — | — | 214 | 85,399 | | Steve Like, President (Ins.) | | | | | | | | | 6/21/2019 | 1,150 | 158.36 | 6/21/2026(2) | — | — | — | — | | 5/20/2020 | 950 | 167.60 | 5/20/2027(2) | — | — | — | — | | 5/24/2021 | — | — | — | 102 | 40,704 | 300 | 119,718 | | 5/25/2022 | — | — | — | 483 | 192,746 | 720 | 287,323 | | 5/15/2023 | — | — | — | 407 | 162,417 | 610 | 243,427 |

  62. Outstanding Equity Awards at Fiscal Year-End

    | 38 2024 Proxy Statement | |

  63. Outstanding Equity Awards at Fiscal Year-End

    | Outstanding Equity Awards at Fiscal Year-End |

  64. Outstanding Equity Awards at Fiscal Year-End

    (1)These options vest 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grant date. (2)These options vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and 34% on the third anniversary of the grant date. (3)These options vest 25% on the first anniversary of the grant date and 25% on each anniversary thereafter until fully vested. (4)These RSU awards vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and 34% on the third anniversary of the grant date. (5)Market value amounts in these columns represent the product of the closing price of our common stock on the last business day of FY2024, March 29, 2024, of $399.06 per share, multiplied by the number of unvested shares. (6)These PRSU awards vest at the end of three year performance periods, subject to performance conditions. The PRSU awards are shown in the table above at the target amount.

  65. Outstanding Equity Awards at Fiscal Year-End

    | Cavco Industries, Inc. | www.cavco.com 39 |

  66. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table discloses certain information regarding options exercised by the NEOs and shares of stock vested for each NEO during the fiscal year ended March 30, 2024.

  67. Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) (1) | Number of shares acquired on vesting (#) | Value realized on vesting ($) (2) | | Bill Boor, CEO | 4,000 | 651,560 | 8,292 | 2,381,349 | | Allison Aden, CFO | — | — | 933 | 258,274 | | Brian Cira, President (Mfg.) | — | — | 409 | 111,645 | | Matt Niño, President (Ret.) | 2,300 | 463,010 | 586 | 166,646 | | Steve Like, President (Ins.) | 3,000 | 454,680 | 743 | 211,720 | | Mickey Dragash, Former GC | — | — | 1,822 (3) | 580,639 |

  68. Option Exercises and Stock Vested

    (1)The value realized for the option awards is the difference between the market price of the underlying security at exercise and the exercise price of the option multiplied by the number of shares acquired on exercise. (2)The value realized upon the vesting of stock is the number of vested shares of stock multiplied by the market value of the shares on the vesting date. (3)Includes 634 RSUs which vested upon execution of Mr. Dragash's Release of Claims Agreement, dated March 5, 2024, in addition to 1,188 RSUs that vested in May 2023 under the terms of his award agreements.

  69. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control The following table describes and quantifies the potential payments that we would provide to our NEOs in connection with termination of employment, including for good reason, cause, or change in control. The amounts that would actually be paid to an NEO upon a termination of employment would depend on the circumstances and timing of termination. The terms “Good Reason”, “Cause”, and “Change in Control” are defined in the executives’ various employment agreements, which are more fully described above under "Employment Agreements in Effect for 2024". All severance payments under the employment agreements are conditioned upon the delivery and non-revocation of a customary release by the executive in favor of the Company. Each of the employment agreements include customary provisions concerning the timing, limitation, and alteration of payments to comply with Section 409A of the Internal Revenue Code (the “Code”). For payments due to a termination upon a Change in Control, the terms of our NEO’s agreements make payment due only upon a double trigger of both a Change in Control and termination without cause. Consistent with the SEC’s rules and regulations concerning executive compensation disclosure, the potential value of benefits payable assumes that the termination occurred on the last business day of FY2024, March 29, 2024. For each equity award affected, the value of the acceleration of stock vestings was computed based on a closing price of $399.06 per share on March 29, 2024. Total termination benefits represent payments for severance, non-compete, and non-disclosure covenants.

  70. Potential Payments upon Termination or Change-in-Control

    | NEO | Voluntary Termination by Executive Without Good Reason ($) | Voluntary Termination by Executive With Good Reason ($) | Termination by Company Without Cause ($) | Termination by Company With Cause ($) | Termination Due to Death or Disability ($) | Termination Upon Change in Control ($) | | Bill Boor, CEO | — | 10,022,592 | 10,022,592 | — | 6,105,618 | 17,623,119 | | Allison Aden, CFO | — | 1,695,841 | 1,695,841 | — | — | 4,885,926 | | Brian Cira, President (Mfg.) | — | — | — | — | — | — | | Matt Niño, President (Ret.) | — | — | — | — | — | — | | Steve Like, President (Ins.) | — | 884,302 | 884,302 | — | — | 1,930,638 | | Mickey Dragash, Former GC (1) | — | 681,846 | — | — | — | — |

  71. Potential Payments upon Termination or Change-in-Control

    (1) Mr. Dragash's employment with the Company ended prior to the end of FY2024. He was paid $681,846 pursuant to the terms of his Employment Agreement, dated April 19, 2019, upon the execution of his Release of Claims Agreement, dated March 5, 2024.

  72. Potential Payments upon Termination or Change-in-Control

    | 40 2024 Proxy Statement | |

  73. Potential Payments upon Termination or Change-in-Control

    | CEO Pay Ratio |

  74. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure In accordance with Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. In determining the median compensated employee, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industry, business models and scale, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their respective pay ratios. Excluding our CEO, we identified our median employee by preparing a list of all 6,351 individuals employed by the Company as of March 30, 2024, and examined the total compensation paid to each such individual as reflected in the Company’s payroll records. We included all employees (other than our CEO), whether employed on a full-time, part-time, seasonal or temporary basis. We annualized the compensation for any permanent employees who were not employed by us for all of FY2024. From that listing, we identified a small sample of 15 employees, consisting of the median employee and 14 other employees whose gross pay was very close to the median employee’s gross pay (“Median Group”). We then calculated annual total compensation for such employees using the same methodology we use to calculate NEO compensation for the summary compensation table and selected the median employee from the Median Group. The FY2024 annual total compensation of our CEO was $4,510,808, the FY2024 annual total compensation of our median employee was $48,821, and the ratio of these amounts is 92:1.

  75. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain measures of financial performance of the Company. See “Executive Compensation—Compensation Discussion and Analysis” above for additional information about how the Company aligns executive compensation with its performance.

  76. Pay versus Performance

    | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | | | Year | Summary Compensation Table Total for CEO ($) (1) | | Compensation Actually Paid to CEO ($) (2) | | Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($) (3)(4) | | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($) (2)(3) | | Total Shareholder Return ($) (5) | | Peer Group Total Shareholder Return ($) (6) | | Net Income ($ thousands) (7) | | Adjusted Pre-tax Income ($ thousands) (8) | | | 2024 | | 4,510,808 | | 6,134,601 | | 1,416,578 | | 1,577,377 | | 269 | | 389 | | 157,905 | | 198,235 | | 2023 | | 5,410,215 | | 7,974,030 | | 1,674,111 | | 2,019,563 | | 214 | | 235 | | 240,841 | | 316,564 | | 2022 | | 4,717,716 | | 4,520,893 | | 1,130,149 | | 1,076,439 | | 164 | | 198 | | 197,742 | | 209,610 | | 2021 | | 3,606,222 | | 5,212,053 | | 968,262 | | 933,183 | | 157 | | 228 | | 76,646 | | 98,602 |

  77. Pay versus Performance

    (1)Represents the total compensation reported for our CEO, Mr. Boor, for each corresponding year in the “Total” column of the Summary Compensation Table. (2)In accordance with Item 402(v) of Regulation S-K, adjustments were made to the total compensation for our CEO and the average total compensation for the NEOs as a group (excluding our CEO) in each year’s respective Proxy Statement to determine the “compensation actually paid." These adjustments are detailed in the tables below. (3)For FY2024, our non-CEO NEOs were Ms. Aden and Messrs. Cira, Niño, Dragash and Like. For FY2023, our non-CEO NEOs were Ms. Aden and Messrs. Cira, Niño and Dragash. For FY2022, our non-CEO NEOs were Messrs. Niño, Cira, Dragash and Bigbee and Mses. Aden and Reynolds. For FY2021, our non-CEO NEOs were Messrs. Urness, Niño, Zeller, Dragash and Bigbee. (4)Represents the average total compensation reported for our non-CEO NEOs, derived from the “Total” column of the Summary Compensation Table in each year’s respective Proxy Statement. (5)Represents the total shareholder return (“TSR”) on our common stock assuming an initial investment of $100 (with reinvestment of dividends) from the measurement period beginning on the last trading day before the Company’s earliest fiscal year in the table, through and including the end of the fiscal year for which cumulative TSR of the Company is being calculated. (6)Represents the TSR for the iShares U.S. Home Construction ETF. For purposes of the table, an initial investment of $100 (with reinvestment of all dividends) is assumed to have been made in the iShares U.S. Home Construction ETF for the measurement period beginning on the last trading day before the Company’s earliest fiscal year in the table, through and including the end of the fiscal year for which cumulative TSR of iShares U.S. Home Construction ETF is being calculated. (7)Represents our net income, in thousands, as reported in our Annual Report on Form 10-K for each of the years presented. (8)Represents, in the Company’s assessment, the most important financial performance measure used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance. Company-selected measure is Adjusted Pre-tax Income, which is Pre-tax income after adjustments, including costs related to: (i) the SEC litigation; (ii) unrealized gains and losses on equity investments; (iii) earnings from Craftsman Homes, LLC ("Craftsman") that are attributable to a noncontrolling interest; (iv) Craftsman noncontrolling interest valuation charges; (v) severance charges; and (vi) deal costs.

  78. Pay versus Performance

    | 42 2024 Proxy Statement | |

  79. Pay versus Performance

    | | Year | Reported Summary Compensation Table Total ($) | | Reported Value of Stock Awards ($) (a) | Stock Award Adjustments ($) (b) | | Compensation Actually Paid ($) | | | | 2024 | | 4,510,808 | (2,802,500) | | 4,426,293 | | 6,134,601 | | CEO | 2023 | | 5,410,215 | (2,300,175) | | 4,863,990 | | 7,974,030 | | | 2022 | | 4,717,716 | (1,915,335) | | 1,718,512 | | 4,520,893 | | | 2021 | | 3,606,222 | (1,406,136) | | 3,011,967 | | 5,212,053 | | Average of non-CEO NEOs | 2024 | | 1,416,578 | (460,881) | | 621,681 | | 1,577,377 | | | 2023 | | 1,674,111 | (437,678) | | 783,130 | | 2,019,563 | | | 2022 | | 1,130,149 | (212,686) | | 158,976 | | 1,076,439 | | | 2021 | | 968,262 | (157,137) | | 122,058 | | 933,183 |

  80. Pay versus Performance

    (a)Represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b)Equity award adjustments for each applicable year are further detailed in the table below.

  81. Pay versus Performance

    | | Year | Year End Fair Value of Outstanding and Unvested Stock Awards Granted in the Year | | Year over Year Change in Fair Value of Outstanding and Unvested Stock Awards | | Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year | Year over Year Change in Fair Value of Stock Awards Granted in Prior Years that were Cancelled in the Year | Total Stock Award Adjustments | | | | 2024 | | 3,791,070 | | 1,234,763 | (408,896) | (190,644) | | 4,426,293 | | CEO | 2023 | | 3,482,430 | | 1,103,758 | 277,802 | — | | 4,863,990 | | | 2022 | | 2,194,560 | | 14,285 | (490,333) | — | | 1,718,512 | | | 2021 | | 2,035,062 | | 1,271,832 | (294,927) | — | | 3,011,967 | | Average of non-CEO NEOs | 2024 | | 545,595 | | 169,585 | (36,814) | (56,685) | | 621,681 | | | 2023 | | 665,665 | | 86,371 | 25,442 | 5,652 | | 783,130 | | | 2022 | | 196,698 | | 4,411 | (28,377) | (13,756) | | 158,976 | | | 2021 | | 176,780 | | 132,626 | (19,790) | (167,558) | | 122,058 |

  82. Pay versus Performance

    | Cavco Industries, Inc. | www.cavco.com 43 |

  83. Descriptions of Relationships of Information Presented in the Pay Versus Performance Table

    Descriptions of Relationships of Information Presented in the Pay Versus Performance Table Compensation Actually Paid and TSR The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our non-CEO NEOs, and the cumulative TSR of the Company and of iShares U.S. Home Construction ETF over the four most recently completed fiscal years. Compensation Actually Paid and Net Income The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our non-CEO NEOs, and our Net Income during the four most recently completed fiscal years.

  84. Descriptions of Relationships of Information Presented in the Pay Versus Performance Table

    | 44 2024 Proxy Statement | |

  85. Descriptions of Relationships of Information Presented in the Pay Versus Performance Table

    Compensation Actually Paid and Adjusted Pre-tax Income The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our non-CEO NEOs, and our Adjusted Pre-tax Income during the four most recently completed fiscal years.