DEF 14A of Cavco Industries, Inc.
Filed Jun 16, 2025 · FY20250000278166-25-000097
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 three Directors in Class I whose terms expire at the 2025 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. Greenblatt, Mr. Kerley, and Ms. Sze, 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.
Election of Directors
| | The Board recommends that the shareholders vote “FOR” the election of Mr. Greenblatt, Mr. Kerley, and Ms. Sze to serve as Class I Directors until the 2028 Annual Meeting. |
Election of Directors
| Cavco Industries, Inc. | www.cavco.com 7 |
Nominees for Director Standing for Election
Nominees for Director Standing for Election
Class I Directors — Current Terms Expiring upon 2025 Annual Meeting
Class I Directors — Current Terms Expiring upon 2025 Annual Meeting
Class I Directors — Current Terms Expiring upon 2025 Annual Meeting
| | | | David Greenblatt 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. | | Director since October 2008 Age 63 | | 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 Kerley 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. From 2010 until April 2025, Mr. Kerley was 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 served 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. | | Director since February 2019 Age 75 | | Qualifications: Mr. Kerley brings to our Board valuable insight with his extensive audit, financial, and operational expertise. | |
Class I Directors — Current Terms Expiring upon 2025 Annual Meeting
| 8 2025 Proxy Statement | |
Class I Directors — Current Terms Expiring upon 2025 Annual Meeting
| Director Nominees |
Class I Directors — Current Terms Expiring upon 2025 Annual Meeting
| | | | Julia Sze 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: TBCH), 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. | | Director since May 2019 Age 58 | | Qualifications: Ms. Sze brings to our Board significant experience in strategic planning, financial oversight, business development, and best practices in sustainability and corporate governance. | |
Class I Directors — Current Terms Expiring upon 2025 Annual Meeting
| Cavco Industries, Inc. | www.cavco.com 9 |
Continuing Directors
Continuing Directors
Class II Directors — Terms Expiring in 2026
Class II Directors — Terms Expiring in 2026
Class II Directors — Terms Expiring in 2026
| | | | Susan Blount 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. | | Director since January 2019 Age 67 | | Qualifications: Ms. Blount brings to our Board significant experience in corporate governance, risk management, executive compensation, legal, compliance, strategy, insurance and financial services. | | | | | | Bill Boor 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. | | Director since July 2008 Age 59 | | 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. | |
Class II Directors — Terms Expiring in 2026
| 10 2025 Proxy Statement | |
Continuing Directors
Continuing Directors
Class III Directors — Terms Expiring in 2027
Class III Directors — Terms Expiring in 2027
Class III Directors — Terms Expiring in 2027
| | | | Steve Bunger 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. | | Chairman of the Board since April 2019 Director since April 2004 Age 64 | | 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. | | | | | | Steve Moster Mr. Moster is Chairman of the Board’s Compensation Committee and a member of the Board’s Corporate Governance and Nominating Committee. From 2014 to December 2024, Mr. Moster served as the CEO and Executive Director of Viad Corp (“Viad”) a publicly traded company that provided extraordinary experiences, including hospitality and leisure activities, experiential marketing, and live events, until it was relaunched as Pursuit Attractions and Hospitality, Inc. following the divestiture of its experiential marketing and live events businesses (NYSE: PRSU). 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. | | Director since January 2020 Age 55 | | Qualifications: Mr. Moster brings to our Board successful experience leading a well-established public company, executing growth strategies and improving operating efficiencies. | |
Class III Directors — Terms Expiring in 2027
| Cavco Industries, Inc. | www.cavco.com 11 |
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 Director Compensation Policy to the Board for approval. In fiscal year 2025, our Director Compensation Policy set forth the following compensation for our Directors: •All non-employee Directors were paid an annual cash retainer of $75,000. •The annual fees paid to each non-employee Director for service on Board committees was: ◦Audit Committee: Chair $20,000 and Members $10,000 ◦Compensation Committee: Chair $20,000 and Members $7,500 ◦Corporate Governance and Nominating, and Legal and Compliance Oversight committees: Chair $15,000 and Members $7,500 •The Chairman of the Board received an additional annual cash fee of $50,000. •Except for the Chairman, who was awarded an annual equity award of approximately $170,000 in time-based restricted stock units (“RSUs”), all non-employee Directors were awarded approximately $120,000 in value of RSUs that vest 100% upon the anniversary of the grant date (or next annual meeting of stockholders, if earlier). •All Board members were reimbursed for reasonable travel expenses to attend Board and committee meetings. Directors who are also employees of the Company do not receive any special or additional remuneration for service on the Board. The following table provides specific information regarding the compensation paid to each non-employee Director under our Director Compensation Policy during the fiscal year ended March 29, 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Susan Blount | 105,000 | 120,114 | 225,114 | | Steve Bunger | 125,000 | 170,092 | 295,092 | | David Greenblatt | 107,500 | 120,114 | 227,614 | | Richard Kerley | 110,000 | 120,114 | 230,114 | | Steven Moster | 102,500 | 120,114 | 222,614 | | Julia Sze | 92,500 | 120,114 | 212,614 |
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 30, 2024. The aggregate number of unvested RSUs held by each Director as of March 29, 2025, was: Ms. Blount – 286 RSUs; Mr. Bunger – 405 RSUs; Mr. Greenblatt – 286 RSUs; Mr. Kerley – 286 RSUs; Mr. Moster – 286 RSUs; and Ms. Sze – 286 RSUs. Mr. Greenblatt has made a Board approved irrevocable deferral election as to his 286 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 29, 2025, was: Ms. Blount – options to purchase 4,500 shares. Stock Ownership Guidelines To further align the interests of Cavco’s leadership with those of our stockholders as well as promote our commitment to sound corporate governance, we have adopted Director and Executive Officer 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. Securities Trading Policy, Anti-Hedging, Anti-Pledging, No Short-Selling, and No Buying or Selling of Derivatives The Board has approved a Securities Trading Policy governing the purchase, sale, or other dispositions of our securities by Directors, executive officers, employees, or the Company that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable Nasdaq listing standards. Further, our policy 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.
Director Compensation
| 16 2025 Proxy Statement | |
Overview of the Company’s Compensation Program
Overview of the Company’s Compensation Program The Company’s FY2025 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 (i.e., time-based equity awards) and performance-based restricted stock units (“PRSUs”) that vest upon the achievement of preapproved Company performance measures over a set period of time.
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 | •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 2023 Omnibus Equity Incentive Plan (the “2023 Stock Plan”) •RSU grants based on a targeted dollar value on grant date that vest annually over 3 years •PRSU grants that are earned based upon Company achievement of 3-year targets; settlements are capped at 200% of target award |
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.
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 FY2025. 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 has determined that Pearl Meyer’s work for the Compensation Committee has not raised any conflicts of interest consistent with the guidance provided by the SEC or 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.
Role of the Independent Compensation Consultant
| 28 2025 Proxy Statement | |
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 2025 executive compensation program, the Compensation Committee approved a peer group of 21 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 companies with similar revenue and market cap positions to Cavco and sought to place Cavco at approximately the peer group median. 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.
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. Installed Building Products, Inc. Landsea Homes Corporation | La-Z-Boy Incorporated 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. |
Benchmarking Methodology
| Cavco Industries, Inc. | www.cavco.com 29 |
2. Short-Term Incentive Compensation
2. Short-Term Incentive Compensation The second component of annual executive compensation is our short-term incentive program ("STIP"). The FY2025 STIP consisted of an annual cash incentive bonus based upon two factors: (I) Company performance, and (II) individual objective-based performance. In addition, Messrs. Cira and Niño both receive a third factor in computing their FY2025 STIP based on the profits of the business operations each oversees. Mr. Boor's STIP payout was predicated solely on Company performance. The following table summarizes the component and total STIP payouts made to our NEOs for FY2025:
2. Short-Term Incentive Compensation
| Name | Company Performance Component | Individual Objective Component | Business Profit Component | Total STIP Payout | | Bill Boor, CEO | $2,027,910 | — | — | $2,027,910 | | Allison Aden, CFO | $682,798 | $150,000 | — | $832,798 | | Brian Cira, President (Mfg.) | $56,640 | $50,000 | $878,893 | $985,533 | | Matt Niño, President (Ret.) | $56,640 | $50,000 | $777,977 | $884,617 | | Seth Schuknecht, General Counsel | $311,519 | $100,000 | — | $411,519 |
2. Short-Term Incentive Compensation
I.Company Performance Component: For FY2025, the threshold, target, and maximum Company performance STIP payouts are expressed below as a percentage of each NEO's base salary:
2. Short-Term Incentive Compensation
| Name | Threshold (x of Target) | Target | Maximum (x of Target) | | Bill Boor, CEO | 0.5x | 135% | 2x | | Allison Aden, CFO | 0.5x | 77% | 2x | | Brian Cira, President (Mfg.) | 0.5x | 20% | 1.5x | | Matt Niño, President (Ret.) | 0.5x | 25% | 1.5x | | Seth Schuknecht, General Counsel | 0.5x | 73% | 1.5x |
2. Short-Term Incentive Compensation
In May 2024, the Board approved two metrics to measure FY2025 STIP Company performance and align our NEOs' incentives with our stockholders' interests. •Factory-Built Housing Profits. 90% of the Company performance payout was based on FY2025 factory-built housing segment adjusted pre-tax profit, where target was based on the budgeted pre-tax profit, with threshold attainment being at 70% of the budget and stretch attainment being 130% of the budget; and
2. Short-Term Incentive Compensation
| 30 2025 Proxy Statement | |
2. Short-Term Incentive Compensation
•Financial Services Profits. 10% of the Company performance payout was based on FY2025 financial services segment adjusted pre-tax profit, where target was based on the budgeted pre-tax profit, with threshold attainment being at 70% of the budget and stretch attainment being 130% of the budget. A graphical depiction of the FY2025 Company performance targets and actual results are set forth below:
2. Short-Term Incentive Compensation
| 90% of factory-built housing – Earnings driven corporate STIP | 10% of financial services – Earnings driven corporate STIP |
2. Short-Term Incentive Compensation
Given these results, in May 2025, the Board approved FY2025 Company performance STIP payouts to Mr. Boor, Ms. Aden, and Messrs. Cira, Niño, and Schuknecht of $2,027,910, $682,798, $56,640, $56,640, and $311,519, 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 FY2025, Mr. Cira received $878,893, for the pre-tax income of the manufacturing operations he oversees. Mr. Niño received $777,977, for the pre-tax income of the retail operations he oversees for FY2025. These payments are also reflected in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. II.Individual Objective-Based Performance Component: 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 consist of measurable goals that have a meaningful impact upon our overall financial performance as well as each executive's professional development. In May 2024, the Board set the following FY2025 individual performance STIP targets for our NEOs as a percentage of each NEO's base salary: For Ms. Aden, an award of 23% of her base salary; for Mr. Cira, an award of 20% of his base salary; for Mr. Niño, an award of 25% of his base salary; and for Mr. Schuknecht, an award of 27% of his base salary. In May 2025, for the achievement of individual performance objectives in FY2025, the Board approved payments for this individual performance STIP component to Ms. Aden and Messrs. Cira, Niño, and Schuknecht in the amounts of $150,000, $50,000, $50,000, and $100,000, respectively. Like the Company performance component payments, these payments are also reflected in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.
2. Short-Term Incentive Compensation
| Cavco Industries, Inc. | www.cavco.com 31 |
3. Long-Term Incentive Compensation
3. Long-Term Incentive Compensation The third component of annual executive compensation is our long-term incentive program ("LTIP"). The Company’s FY2025 LTIP consisted of two types of equity awards (I) RSUs (time-based vesting) and (II) PRSUs (performance-based vesting). In May and July 2024, the Board approved FY2025 LTIP awards of RSUs and PRSUs to the NEOs as set forth in the table below. All awards were made pursuant to the 2023 Stock Plan. The total grant date value of these equity awards is disclosed below in the Stock Awards column of the Summary Compensation Table.
3. Long-Term Incentive Compensation
| Name | FY2025 RSUs (#) | FY2025 PRSUs at target (#) | | Bill Boor, CEO | 5,000 | 7,450 | | Allison Aden, CFO | 1,357 | 2,036 | | Brian Cira, President (Mfg.) | 396 | 594 | | Matt Niño, President (Ret.) | 339 | 509 | | Seth Schuknecht, General Counsel | 452 | 679 |
3. Long-Term Incentive Compensation
I.FY2025 RSUs: The RSUs awarded for FY2025 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 FY2025 LTIP payout to our NEOs. II.FY2025 PRSUs: PRSUs make up 60% of the value of the FY2025 LTIP payout to our NEOs. The metrics used for the design of the FY2025 PRSUs issued to our NEOs incentivize performance over a period of three years in three distinct areas: value creation, growth, and effective capital deployment. •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. •Effective capital deployment is measured by return on invested capital. These three components are weighted 33%, 33%, and 34% respectively when determining overall performance for the period and are measured individually on threshold (50%), target (100%), and stretch (200%) levels. Shares under the FY2025 PRSU awards will be measured and issued in May 2027, at the end of the three year performance period from FY2025 through fiscal year 2027. Earnout of Fiscal Year 2023 PRSU Awards at Conclusion of Performance Period In May 2025, the Board approved the payout of previously issued PRSUs to our NEOs also received the earnout of PRSU awards they were awarded on May 25, 2022 (the "FY2023 PRSUs") for performance during fiscal years 2023, 2024, and 2025 (the "Performance Period"). The grant date value of these FY2023 PRSUs was part of the LTIP compensation paid to our NEOs for fiscal year 2023 ("FY2023") and disclosed in the CD&A section of our proxy filed with the SEC on June 15, 2023. In May 2025, the Board approved the payout of the FY2023 PRSUs. The performance measures for these FY2023 PRSUs included growth, 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:
3. Long-Term Incentive Compensation
| Measure | Weight | Threshold 50% | Target 100% | Stretch 200% | Actual Results | | Growth | 1/3 | >0% | 5% | 10% | 20.1% | | Operational Improvement | 1/3 | >2% | 5% | 8% | 2.9% | | Value Creation | 1/3 | 20th percentile | 50th percentile | 80th percentile | 83.8% |
3. Long-Term Incentive Compensation
•Growth: Growth was measured by market share improvement when compared to the manufactured housing industry. It was determined by reference to the percentage difference between: (i) the total number of Company units shipped during fiscal year 2022 ("FY2022") divided by the number of HUD Code Home shipments during the same period and (ii) the total number of Company units shipped during FY2025 divided by the number of HUD Code Home shipments during the same period. •Operational Improvement: Operational improvement was 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 FY2025 by (ii) the total number of floors produced per employee equivalent
3. Long-Term Incentive Compensation
| 32 2025 Proxy Statement | |
3. Long-Term Incentive Compensation
during FY2022. The Compensation Committee, at its discretion, may include or exclude certain plant operations from the Performance Period calculation to ensure period-to-period consistency. •Value Creation: Measured by total shareholder return relative to our peer group (“rTSR”) 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 company are arranged by their respective total shareholder returns (highest to lowest). Based on the metrics above for the FY2023 PRSUs, the number of PRSUs issued to each NEO in May 2025 and the percentage of target this payout represented are set forth in the following table:
3. Long-Term Incentive Compensation
| NEO | FY2023 PRSU Target Payout (# shares) | FY2023 PRSU Actual Payout (# shares) | FY2023 PRSU Actual Percentage of Target (%) | | Bill Boor, CEO | 5,480 | 8,481 | 155% | | Allison Aden, CFO | 1,910 | 2,956 | 155% | | Brian Cira, President (Mfg.) | 840 | 1,300 | 155% | | Matt Niño, President (Ret.) | 600 | 928 | 155% | | Seth Schuknecht, General Counsel (1) | — | — | —% |
3. Long-Term Incentive Compensation
(1) Mr. Schuknecht was not awarded FY2023 PRSUs because he was not with the Company in FY2023.
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, and Severance Agreements with Ms. Aden, effective as of November 2, 2021, and Mr. Schuknecht, effective February 13, 2024. A description of the key provisions of these agreements follows. During FY2025, 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 severance payment equal to his then current base salary, plus the average bonuses paid to him over the previous three (3) calendar years; (b) accelerated vesting of any outstanding options; (c) a prorated amount of unvested performance-based equity awards would vest at the end of applicable 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-
Employment and Severance Agreements
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Employment and Severance Agreements
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, plus (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, plus (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. Seth Schuknecht's Severance Agreement Mr. Schuknecht's severance agreement provides for certain payments to be made upon his termination under certain circumstances, including a change of control. If Mr. Schuknecht is terminated without cause he will receive: (a) a severance payment equal to the sum of: (i) one year of his current base salary, plus (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; and (c) COBRA coverage for up to twelve months following termination. In the event there is a change of control and Mr. Schuknecht 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, plus (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 (d) COBRA coverage for up to twelve months following termination. The payment of any severance benefits under the agreement is contingent upon Mr. Schuknecht's execution of a customary release of claims.
Employment and Severance Agreements
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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 2025, 2024, and 2023.
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 | 2025 | 1,057,692 | 4,549,586 | 2,027,910 | 4,770 | 7,639,958 | | | 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 | | Allison Aden, CFO | 2025 | 634,615 | 1,505,786 | 832,798 | 7,695 | 2,980,894 | | | 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 | | Brian Cira, President (Manufacturing) | 2025 | 250,000 | 350,182 | 985,533 | 7,695 | 1,593,410 | | | 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 | | Matt Niño, President (Retail) | 2025 | 200,000 | 299,955 | 884,617 | 7,695 | 1,392,267 | | | 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 | | Seth Schuknecht, General Counsel (4) | 2025 | 371,154 | 648,786 (5) | 411,519 | 6,939 | 1,438,398 |
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, in accordance with the requirements of Accounting Standards Codification Subtopic 718. See Note 18 “Stock-Based Compensation” of our Consolidated Financial Statements included in our 2025 Annual Report for discussion and assumptions used for computing the fair value of awards granted. 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 FY2025, the grant date fair value of the PRSUs awarded during FY2025 (which does not include the value of FY2025 RSUs), assuming achievement of the maximum level of performance for Mr. Boor, Ms. Aden, Messrs. Cira, Niño, and Schuknecht are $5,442,704, $1,440,348, $420,219, $360,087, and $779,599, respectively. (2)Amounts in this column represent the total 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 determination of Company performance for the applicable fiscal year. The components that make up each STIP payment are discussed above under "Components of Annual Executive Compensation—2. Short-Term Incentive Compensation". (3)For the year ended March 29, 2025, the “All Other Compensation” column includes: (i) Mr. Boor, life insurance premium of $2,520 and 401(K) match of $2,250; (ii) Ms. Aden, life insurance premium of $2,520 and 401(K) match of $5,175; (iii) Mr. Cira, life insurance premium of $2,520 and 401(K) match of $5,175; (iv) Mr. Niño, life insurance premium of $2,520 and 401(K) match of $5,175; and (v) Mr. Schuknecht, life insurance premium of $1,764, and 401(K) match of $5,175. (4)Mr. Schuknecht was not an NEO in fiscal years 2023 or 2024. (5)Mr. Schuknecht's Stock Awards in FY2025 include awards of RSUs and PRSUs for pro-rated FY2024 LTIP compensation awarded after the beginning of FY2025 with a grant date fair value of $248,729 assuming performance is achieved at the target level, which is considered the probable outcome.
Summary Compensation Table
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Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth certain information with respect to all non-equity and equity incentive plan awards made to the NEOs in FY2025.
Grants of Plan-Based Awards
| | Grant | Estimated future payouts under non-equity incentive plan awards ($) (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 | 05/22/2024 | — | — | — | 3,075 | 6,150 | 12,300 | 4,100 | 3,625,630 | | | 07/30/2024 | 742,500 | 1,485,000 | 2,970,000 | 650 | 1,300 | 2,600 | 900 | 923,956 | | Aden | 05/22/2024 | 400,000 | 650,000 | 1,150,000 | 1,018 | 2,036 | 4,072 | 2,221 (5) | 1,505,786 | | Cira | 05/22/2024 | 25,000 (6) | 100,000 (6) | 125,000 (6) | 297 | 594 | 1,188 | 396 | 350,183 | | Niño | 05/22/2024 | 25,000 (7) | 100,000 (7) | 125,000 (7) | 255 | 509 | 1,020 | 339 | 299,955 | | Schuknecht | 04/18/2024 | — | — | — | 40 | 80 (8) | 160 | 53 (8) | 46,401 | | | 05/22/2024 | 237,500 | 375,000 | 512,500 | 511 | 1,022 (9) | 2,044 | 681 (9) | 602,385 |
Grants of Plan-Based Awards
(1)Amounts in these columns represent the range of payments possible under our FY2025 STIP. The FY2025 STIP metrics were approved by the Board in May 2024 and subsequently measured and final payouts approved and distributed in May 2025. These payouts include components for (i) Company performance and (ii) individual performance, where individual performance components have no threshold or maximum attainment levels. For full discussion of non-equity incentive awards in these columns, see the “Short-Term Incentive Compensation” section above. As disclosed above, in May 2025 for FY2025 performance, Mr. Boor, Ms. Aden, Messrs. Cira, Niño, and Schuknecht received total payouts for FY2025 STIP of $2,027,910, $832,798, $985,533, $884,617, and $411,519 respectively. (2)Amounts in these columns represent PRSU awards granted on the grant date shown, that vest at the end of the performance period in fiscal year 2027, and are to be issued in May 2027 subject to performance conditions, unless otherwise noted in footnotes 8 and 9 below. (3)Amounts in this column represent RSU awards granted on the grant date shown, that vest annually on the anniversaries of the grant date, 33%, 33%, and 34% respectively, until fully vested on the third anniversary of the grant date, unless otherwise noted in footnote 9 below. (4)Amounts in this column represent the value of PRSUs and RSUs awarded to each NEO in FY2025, 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)Ms. Aden's RSUs awarded in FY2025 included 864 RSUs awarded by the Board on a one-time basis to true-up the pro-rated FY2022 LTIP awards granted to Ms. Aden in her initial year of employment with the Company which vested over a 3-year period. These 864 RSUs vested on May 22, 2024, and August 30, 2024, respectively, the same dates her previously awarded FY2022 LTIP awards vested. (6)The figures presented were estimated future payouts under the FY2025 STIP prior to the final payout being determined in May 2025, 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 ($50,000) and 100% of his individual-based performance component ($50,000); and his maximum amount includes stretch for Company performance and attainment of 100% of his individual-based performance component. In addition, Mr. Cira’s total FY2025 STIP payout also includes eligibility to receive a percentage of pre-tax income of the manufacturing operations he oversees, with no threshold or maximum levels. For FY2025, the payout amount to Mr. Cira for manufacturing operations was $878,893. (7)The figures presented were estimated future payouts under the FY2025 STIP prior to the final payout being determined in May 2025, 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 ($50,000) and attainment of 100% of his individual-based performance component ($50,000); and his maximum amount includes stretch for Company performance and attainment of 100% of his individual-based performance component. In addition, Mr. Niño’s total FY2025 STIP payout also includes eligibility to receive a percentage of the pre-tax income of the retail operations he oversees, with no threshold or maximum levels. For FY2025, the payout amount to Mr. Niño for retail operations was $777,977. (8)These awards to Mr. Schuknecht are pro-rated LTIP awards for FY2024 compensation which were not granted until after the beginning of FY2025 due to his start date with the Company. This award of 80 PRSUs will vest at the end of the performance period in fiscal year 2026, and are to be issued in May 2026 subject to performance conditions. This award of 53 RSUs vests annually on the anniversaries of the grant date, 33%, 33%, and 34% respectively, until fully vested on the third anniversary of the grant date. (9)Mr. Schuknecht's equity incentive plan awards in FY2025 include 343 PRSUs and 229 RSUs awarded by the Board respectively on a one-time basis to true-up the pro-rated FY2024 LTIP awards granted to Mr. Schuknecht in his initial year of employment with the Company which vest over a 3-year period. The 343 PRSUs vest at the end of the performance period in fiscal year 2026, and will be issued in May 2026 subject to performance conditions; the remaining 679 PRSUs awarded on the grant date will vest as disclosed above under "Components of Annual Executive Compensation—3. Long-Term Incentive Compensation". The 229 RSUs vest annually on April 18th, 33%, 33%, and 34% respectively, until fully vested on April 18, 2027; the remaining 452 RSUs awarded on the grant date vest as disclosed above under "Components of Annual Executive Compensation—3. Long-Term Incentive Compensation".
Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table discloses certain information regarding unexercised options, unvested stock, and equity incentive plan awards outstanding as of the end of FY2025, on March 29, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | OPTION AWARDS | | | STOCK AWARDS | | | | | Name and Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (3) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (2) | | Bill Boor, CEO | | | | | | | | | 4/15/2019 | 10,200 | 125.69 | 4/15/2026 (4) | — | — | — | — | | 6/21/2019 | 13,100 | 158.36 | 6/21/2026 (4) | — | — | — | — | | 5/20/2020 | 10,800 | 167.60 | 5/20/2027 (4) | — | — | — | — | | 5/25/2022 | — | — | — | 1,864 | 958,021 | 5,480 | 2,816,501 | | 5/15/2023 | — | — | — | 2,546 | 1,308,542 | 5,700 | 2,929,572 | | 5/22/2024 | — | — | — | 4,100 | 2,107,236 | 6,150 | 3,160,854 | | 7/30/2024 | — | — | — | 900 | 462,564 | 1,300 | 668,148 | | Allison Aden, CFO | | | | | | | | | 5/25/2022 | — | — | — | 650 | 334,074 | 1,910 | 981,664 | | 5/15/2023 | — | — | — | 909 | 467,190 | 2,034 | 1,045,395 | | 6/12/2023 | — | — | — | 121 | 62,189 | — | — | | 5/22/2024 | — | — | — | 1,357 | 697,444 | 2,036 | 1,046,423 | | Brian Cira, President (Mfg.) | | | | | | | | | 7/9/2019 | 1,000 | 153.94 | 7/9/2026 (5) | — | — | — | — | | 5/25/2022 | — | — | — | 286 | 146,993 | 840 | 431,726 | | 5/15/2023 | — | — | — | 319 | 163,953 | 712 | 365,940 | | 5/22/2024 | — | — | — | 396 | 203,528 | 594 | 305,292 | | Matt Nino, President (Ret.) | | | | | | | | | 5/25/2022 | — | — | — | 204 | 104,848 | 600 | 308,376 | | 5/15/2023 | — | — | — | 228 | 117,183 | 509 | 261,606 | | 5/22/2024 | — | — | — | 339 | 174,232 | 509 | 261,606 | | Seth Schuknecht, General Counsel | | | | | | | | | 2/13/2024 | — | — | — | 190 | 97,652 | — | — | | 4/18/2024 | — | — | — | 53 | 27,240 | 80 | 41,117 | | 5/22/2024 | — | — | — | 681 (6) | 350,007 | 1,022 | 525,267 |
Outstanding Equity Awards at Fiscal Year-End
(1)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, unless otherwise noted. (2)Market value amounts in these columns represent the product of the closing price of our common stock on the last business day of FY2025, March 28, 2025, of $513.96 per share, multiplied by the number of unvested shares. (3)These PRSU awards vest at the end of three year performance periods, subject to performance conditions. The payout value of PRSU awards are shown in the table above at the target amount. The FY2023 PRSUs awarded on May 25, 2022, in the table are further discussed above under "Earnout of Fiscal Year 2023 PRSU Awards at Conclusion of Performance Period". (4)These options vested 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and became fully vested on the third anniversary of the grant date. (5)These options vested 25% on each annual anniversary of the grant date until they became fully vested in 2023. (6)229 of these RSUs vest 33% on April 18, 2025, 33% on April 18, 2026, and 34% on April 18, 2027.
Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table discloses certain information regarding options exercised by the NEOs and shares of stock vested for each NEO during the fiscal year ended March 29, 2025.
Option Exercises and Stock Vested
| | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) (1) | Number of shares acquired on vesting (#) | Value realized on vesting ($) (2) | | Bill Boor, CEO | 4,000 | 916,480 | 10,100 | 3,646,918 | | Allison Aden, CFO | — | — | 3,285 | 1,227,473 | | Brian Cira, President (Mfg.) | — | — | 990 | 357,249 | | Matt Niño, President (Ret.) | — | — | 658 | 237,517 | | Seth Schuknecht, General Counsel | — | — | 93 | 49,784 |
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.
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 and Severance Agreements". 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 FY2025, which was March 28, 2025. For each equity award affected, the value of the acceleration of stock vestings was computed based on a closing price of $513.96 per share on March 28, 2025. Total termination benefits represent payments for severance, non-compete, and non-disclosure covenants.
Potential Payments upon Termination or Change-in-Control
| NEO | Voluntary Termination by Executive Without Good Reason ($) | 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 | — | 13,049,873 | 13,049,873 | — | 8,732,866 | 22,984,575 | | Allison Aden, CFO | — | — | 1,993,345 | — | — | 6,334,064 | | Brian Cira, President (Mfg.) | — | — | — | — | — | — | | Matt Niño, President (Ret.) | — | — | — | — | — | — | | Seth Schuknecht, General Counsel | — | — | 1,139,423 | — | — | 2,205,393 |
Potential Payments upon Termination or Change-in-Control
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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. Pursuant to applicable SEC rules, we may identify our median employee for purposes of providing the pay ratio disclosure once every three years and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. We have determined that there were no changes in our employee population or employee compensation arrangements in FY2025 that would result in a significant change to our pay ratio disclosure and ultimately require us to identify a new median employee for FY2025. As a result, the employee representing the median employee for our FY2025 pay ratio calculation is the same employee selected for our FY2024 pay ratio calculation. As reported in our 2024 Proxy Statement, 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 FY2025 annual total compensation of our CEO was $7,639,958; the FY2025 annual total compensation of our median employee, who is the same as it was in FY2024, was $56,700; and the ratio of these amounts is 135:1.
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.
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) | | | 2025 | | 7,639,958 | | 14,977,525 | | 1,851,242 | | 2,331,392 | | 350 | | 315 | | 171,036 | | 223,447 | | 2024 | | 4,510,808 | | 6,134,601 | | 1,416,578 | | 1,577,378 | | 269 | | 386 | | 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 |
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 FY2025, our non-CEO NEOs were Ms. Aden and Messrs. Cira, Niño, and Schuknecht. 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 $100 (with reinvestment of all dividends) is assumed to have been made in the iShares U.S. Home Construction ETF for the measurement period beginning on the last trading day before the Company’s earliest fiscal year in the table, through and including the end of the fiscal year for which cumulative TSR of iShares U.S. Home Construction ETF is being calculated. (7)Represents our net income, in thousands, as reported in our Annual Report on Form 10-K for each of the years presented. (8)Represents, in the Company’s assessment, the most important financial performance measure used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance. Company-selected measure is Adjusted Pre-tax Income, which is Pre-tax income after adjustments, including costs related to: (i) Intangible write-off; (ii) unrealized gains and losses on equity investments; and (iii) deal costs.
Pay versus Performance
| Cavco Industries, Inc. | www.cavco.com 41 |
Pay versus Performance
| | Year | Reported Summary Compensation Table Total ($) | | Reported Value of Stock Awards ($) (a) | Stock Award Adjustments ($) (b) | | Compensation Actually Paid ($) | | | | 2025 | | 7,639,958 | (4,549,586) | | 11,887,153 | | 14,977,525 | | CEO | 2024 | | 4,510,808 | (2,802,500) | | 4,426,293 | | 6,134,601 | | | 2023 | | 5,410,215 | (2,300,175) | | 4,863,990 | | 7,974,030 | | | 2022 | | 4,717,716 | (1,915,335) | | 1,718,512 | | 4,520,893 | | | 2021 | | 3,606,222 | (1,406,136) | | 3,011,967 | | 5,212,053 | | Average of non-CEO NEOs | 2025 | | 1,851,242 | (701,177) | | 1,181,327 | | 2,331,392 | | | 2024 | | 1,416,578 | (460,881) | | 621,681 | | 1,577,378 | | | 2023 | | 1,674,111 | (437,678) | | 783,130 | | 2,019,563 | | | 2022 | | 1,130,149 | (212,686) | | 158,976 | | 1,076,439 | | | 2021 | | 968,262 | (157,137) | | 122,058 | | 933,183 |
Pay versus Performance
(a)Represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (b)Equity award adjustments for each applicable year are further detailed in the table below.
Pay versus Performance
| | Year | Year End Fair Value of Outstanding and Unvested Stock Awards Granted in the Year ($) | | 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 ($) | Total Stock Award Adjustments ($) | | | | 2025 | | 6,398,802 | | 5,709,381 | (28,736) | (192,294) | | 11,887,153 | | CEO | 2024 | | 3,791,070 | | 1,234,763 | (408,896) | (190,644) | | 4,426,293 | | | 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 | 2025 | | 908,038 | | 301,957 | (5,961) | (22,707) | | 1,181,327 | | | 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 |
Pay versus Performance
| 42 2025 Proxy Statement | |
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 five 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.
Descriptions of Relationships of Information Presented in the Pay Versus Performance Table
| Cavco Industries, Inc. | www.cavco.com 43 |
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.