DEF 14A of Champion Homes, Inc., Jun 16, 2023

DEF 14A of Champion Homes, Inc.

Filed Jun 16, 2023 · FY20230001193125-23-168530

Open on EDGAR

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

    | ABOUT SKYLINE CHAMPION CORPORATION | 1 | | The Factory Built Home Advantage | 1 | | A Look Back at Fiscal Year 2023 | 2 | | Corporate Responsibility | 3 | | PROXY SUMMARY | 4 | | PROPOSAL ONE: ELECTION OF DIRECTORS | 5 | | General Information About the Board of Directors | 6 | | Board Composition and Director Independence | 10 | | Meetings and Committees | 11 | | CORPORATE GOVERNANCE OVERVIEW | 14 | | Role of Our Board | 14 | | Corporate Governance Guidelines | 15 | | Board Leadership Structure | 16 | | Compensation Committee Interlocks and Insider Participation | 16 | | Board’s Role in Strategic Planning | 17 | | Board’s Role in Risk Oversight | 17 | | Certain Relationships and Related Person Transactions | 17 | | Shareholder Communication with Directors | 18 | | Executive Officers | 19 | | CORPORATE SUSTAINABILITY | 21 | | PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 25 | | AUDIT COMMITTEE REPORT | 26 | | AUDITOR FEES AND PRE-APPROVAL POLICY | 27 | | PROPOSAL THREE: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION | 28 | | PROPOSAL FOUR: ADVISORY VOTE ON THE FREQUENCY OF APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION | 29 | | COMPENSATION DISCUSSION AND ANALYSIS | 30 | | Overview | 30 | | How We Make Compensation Decisions | 31 | | What We Pay and Why: Elements of Compensation | 34 | | Base Salary | 34 | | Annual Incentive Bonus | 34 | | Long-Term Equity Awards | 36 | | Compensation Mix | 39 | | Additional Information | 40 | | COMPENSATION COMMITTEE REPORT | 42 | | COMPENSATION TABLES | 43 | | Summary Compensation Table | 43 | | Grants of Plan-Based Awards Table | 44 | | Outstanding Equity Awards Table | 45 | | Stock Vested Table | 46 | | Potential Payments Upon Termination or Change in Control | 46 | | CEO Pay Ratio | 50 | | Pay versus Performance | 51 | | DIRECTOR COMPENSATION | 54 | | SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 55 | | DELINQUENT SECTION 16(a) REPORTS | 56 | | EQUITY COMPENSATION PLAN INFORMATION | 56 | | GENERAL INFORMATION | 57 |

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

    ABOUT SKYLINE CHAMPION CORPORATION ⬛ ABOUT SKYLINE CHAMPION CORPORATION Date of Distribution: June 16, 2023 Skyline Champion Corporation (“Skyline Champion,” the “Company,” “we,” “us,” or “our”) is a leading producer of factory-built housing in North America with operations dating back to 1951. Our leading position is driven by our comprehensive product offering, strong brand and quality reputation, broad manufacturing footprint, and our complementary retail and logistics businesses. Skyline Champion is transforming construction across the United States and western Canada. We are making it possible for people to have a home that is built better, built faster, and is more attainable today. We achieve this by providing offsite construction solutions that are more innovative, affordable, and sustainable housing solutions for our customers and the end consumer. We are the largest independent publicly traded factory-built homebuilder in the United States. THE FACTORY BUILT HOME ADVANTAGE

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

    | Homeownership Affordability and Speed Energy Efficient Sustainably Built Production Efficiency and Quality Product Improvement and Innovation | INDUSTRY-LEADING BRANDS |

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

    | 2023 PROXY STATEMENT – ANNUAL MEETING OF SHAREHOLDERS | 1 |

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

    ⬛ ABOUT SKYLINE CHAMPION CORPORATION A LOOK BACK AT FISCAL YEAR 2023

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

    | FINANCIAL HIGHLIGHTS |

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

    | $2.6 BILLION REVENUE | 25,910 HOMES SOLD IN NORTH AMERICA | $97 THOUSAND US AVERAGE HOME SELLING PRICE | | $402 MILLION NET INCOME | 31.4% GROSS MARGIN | $7.00 EARNINGS PER SHARE |

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

    Skyline Champion delivered strong results in fiscal 2023 in the face of a challenging macroeconomic environment including inflation and rising interest rates. The Company was able to grow revenue and expand profitability through improved operational efficiencies and customer-focused investments. Net income for the year increased 62% to $402 million, and revenue increased 18% to over $2.6 billion. Our strong results reflect the culture of our experienced operational teams, relationships with our customers and suppliers, broad geographic footprint and the strength of our affordable product offerings across multiple brands. During fiscal 2023, we provided nearly 26,000 affordable homes to consumers throughout North America. Our performance during the year reflects our innovative product offerings, affordable price points, strategic positioning and the success of our core initiatives. The Skyline Champion team continues to focus on executing on our longer-term strategic initiatives that will benefit our shareholders, customers, employees and other stakeholders for years to come. We continue to refine our product floor plan designs and options which help to improve operational efficiencies while offering designed flexibility to our customers. The Company continues to invest in the development of enhanced digital offerings, including a platform where consumers can design, configure and price their home online. That, in addition to progress made in automating portions of our production processes, enhances the sustainable value Skyline Champion offers. During fiscal 2023, we acquired and completed the integration of Manis Custom Builders and 12 Factory Expo retail sales centers from Alta Cima Corporation in order to continue the expansion of our manufacturing and retail footprint. We also began ramping new facilities for operations in Pembroke, NC, which started production in late fiscal 2023, Bartow, FL and Decatur, IN. We expect those facilities will continue to help drive growth in fiscal 2024.

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    | 2 | |

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

    ABOUT SKYLINE CHAMPION CORPORATION ⬛ CORPORATE RESPONSIBILITY We demonstrate our commitment to Corporate Responsibility through company-wide and plant specific programs and through our everyday business practices when providing high-quality, affordable homes to U.S. and Canadian homebuyers. Our social responsibility extends across our key stakeholders through our core operating principles, including integrity, respect, honesty, pride and safety for all those we encounter internally and in our communities.

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

    | SUSTAINABILITY | HEALTH AND SAFETY | COMMUNITY OUTREACH | GOVERNANCE | | Energy Star® certified homes. Strict standards under federal building codes for energy efficient equipment, upgraded insulation, high performance windows, and low flow plumbing fixtures. Homes cost up to 50% less per square foot than conventional site-built homes. | Ongoing behavior-based safety and training programs with a goal of zero injuries. Investment in tools and equipment with added safety features. Responsibility for ensuring a safe work environment shared by EHS team, executive management, and our Board of Directors. | Encourage civic involvement at local community level. Local teams provide support and assistance to charitable organizations through initiatives such as food and coat drives, tutoring and mentoring programs, blood drives, and other causes. | Code of conduct certification required at all levels within the company (Board of Directors, management, and employees). Broadened diversity of Board of Directors as result of 2022 election. Nominations for 2023 will further diversify the Board. | | HUMAN CAPITAL | STAKEHOLDER ENGAGEMENT | ENVIRONMENTAL FOCUS | | | Commitment to equal opportunity hiring, recruitment, development, and training. Foster a safe, inclusive, and respectful workplace free of discrimination and harassment. Value unique skills and diversity of thought. | Open and transparent communication with our stakeholders — shareholders, employees, customers, suppliers, and communities we serve. Social responsibility to homebuyers, customers, employees, and the communities in which they live and work. | Reforestation commitment to plant one tree for every tree used in construction. Minimized environmental footprint with reuse and recycle programs. Completed ESG Materiality Assessment | |

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

    | 2023 PROXY STATEMENT – ANNUAL MEETING OF SHAREHOLDERS | 3 |

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

    ⬛ PROXY SUMMARY PROXY SUMMARY This Proxy Statement contains information related to our 2023 Annual Meeting of Shareholders to be conducted via a live webcast on Thursday, July 27, 2023, at 10:00 a.m. Eastern Time. This summary highlights information contained elsewhere in the Proxy Statement. Please read the entire Proxy Statement before voting. Our Board of Directors (the “Board of Directors” or the “Board”) is soliciting your vote for the following: PROPOSAL ONE: ELECTION OF DIRECTORS We are asking you to vote “FOR” the following candidates for election to our Board. Additional information on Director Nominees is available beginning on page 6.

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

    | Nominee | Age | Director Since | Independent | Current Committee Membership | | Keith Anderson | 61 | 2018 | Yes | Audit Committee | | Michael Berman | 65 | 2018 | Yes | Audit; Nominating and Governance Committee | | Eddie Capel | 62 | 2019 | Yes | Compensation Committee | | Michael Kaufman | 51 | 2018 | Yes | Compensation; Nominating and Governance Committee | | Tawn Kelley | 59 | — | Yes | | | Erin Mulligan Nelson | 54 | 2019 | Yes | Audit; Compensation Committee | | Nikul Patel | 50 | 2022 | Yes | Compensation Committee | | Gary Robinette | 74 | 2018 | Yes | Nominating and Governance Committee | | Mark Yost | 51 | 2019 | No | |

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

    PROPOSAL TWO: RATIFICATION OF AUDITORS We are asking you to ratify the appointment by the Audit Committee of Ernst & Young LLP (“EY”) as our independent auditors for fiscal 2024. Additional information on independent auditor appointment is available beginning on page 25. PROPOSAL THREE: EXECUTIVE COMPENSATION We are asking you to approve, on an advisory basis, the compensation of our Named Executive Officers (“NEO(s)”) as disclosed in this proxy statement. Additional information on our executive compensation program is available beginning on page 28. PROPOSAL FOUR: FREQUENCY OF APPROVAL OF EXECUTIVE COMPENSATION We are asking you to vote for, on an advisory basis, the frequency of the approval of compensation of our NEOs as disclosed in this Proxy statement. Additional information on our executive compensation program is available beginning on page 29.

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

    | 4 | |

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

    PROPOSAL ONE: ELECTION OF DIRECTORS Our Board is currently comprised of nine members. Directors are elected annually at Skyline Champion’s annual meeting of shareholders, and each director holds office until the next annual meeting of the shareholders and until his or her successor is elected and qualified. New directors need not be shareholders of Skyline Champion. Our Board, upon the recommendation of the Nominating and Governance Committee, voted to nominate Keith Anderson, Michael Berman, Eddie Capel, Michael Kaufman, Tawn Kelley, Erin Mulligan Nelson, Nikul Patel, Gary Robinette, and Mark Yost for election and re-election at the 2023 annual meeting of our shareholders (the “2023 Annual Meeting”). Information relating to each nominee, including his or her period of service as a director of the Company, principal occupation and other biographical material appear later in this proxy statement. Timothy Bernlohr, our current Chairman of the Board, will retire from the Board effective upon the conclusion of the 2023 Annual Meeting. It is intended that the votes authorized by the enclosed proxy will be cast for the election of the nine director nominees. In the event that one or more of the nominees unexpectedly becomes unavailable for election, the votes will be cast, pursuant to authority granted by the enclosed proxy, for such person or persons as may be designated by the current Board, or the Board may be reduced accordingly. All of the nominees have consented to be named in the proxy statement and have indicated their intent to serve if elected. The Board recommends that shareholders vote FOR all nine director nominees. The voting standard for director elections is a plurality standard. This means that the individuals who receive the highest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting.

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

    | | THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 1 BE IN THE BEST INTERESTS OF SKYLINE CHAMPION AND OUR SHAREHOLDERS AND RECOMMENDS A VOTE “FOR” EACH NOMINEE. |

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    | 2023 PROXY STATEMENT – ANNUAL MEETING OF SHAREHOLDERS | 5 |

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

    GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS The individuals nominated for election at the 2023 Annual Meeting represent a diverse range of viewpoints, backgrounds, skills, experience and expertise. The biography of each nominated director and a description of certain specific experiences, qualifications, attributes and skills of each director that led the Board to conclude that the individual should serve as a director are described below:

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

    | Keith Anderson, Independent Director since: 2018 Age: 61 | Michael Berman, Independent Director since: 2018 Age: 65 | | Keith Anderson became a director of Skyline Champion on June 1, 2018. Mr. Anderson was named Chief Executive Officer of Skyline Champion on June 1, 2018 and he retired from that role effective June 1, 2019. He served between November 1, 2016 and June 1, 2018 as Chief Executive Officer of both Champion Holdings and Champion Home Builders, Inc. (“CHB”), a Division of Champion Holdings. Previously, from June 2015 through October 30, 2016, Mr. Anderson was President and Chief Executive Officer of Champion Holdings and Chief Executive Officer of CHB. Since 2016, he has served on the Board of Managers of Southwest Stage Funding, LLC d/b/a Cascade Financial Services. He has served as a director of the non-profit organization Manufactured Housing Institute, and on the Manufactured Housing Advisory council for both Fannie Mae and Freddie Mac. Prior to joining Champion Holdings, Mr. Anderson was Executive Vice President and Chief Operating Officer of Walter Investment Management Corp. from June 2012 to November 2014. From November 1995 to June 2012, Mr. Anderson held various executive management positions at GreenTree Servicing, LLC ending with the role of President and Chief Executive Officer. Mr. Anderson holds a B.S. in Accounting from Illinois State, and an M.B.A. from DePaul University. | Michael Berman joined the Board on November 25, 2018. Mr. Berman has served as the Chief Executive Officer of MB Capital Associates, a consulting firm, since March 2018. From 2011 through 2018, he was Chief Financial Officer and Executive Vice President of GGP, Inc., a retail real estate investment company where he oversaw its finance, accounting, capital markets, treasury, investor relations, and corporate communications functions. Previously he was Executive Vice President and Chief Financial Officer of Equity LifeStyle Properties (formerly Manufactured Home Communities), an owner and operator of manufactured home communities. Mr. Berman was employed in the investment banking department of Merrill Lynch & Co. from 1988 through 2002 and was an associate professor at the New York University Real Estate Institute in 2003. Mr. Berman also serves as a director and Chair of the Audit Committee of Jaguar Global Growth Corporation and a member of both the Audit and Nominating and Governance Committees of Brixmor Property Group, Inc., one of the nation’s largest owner-operators of grocery anchored shopping centers. He previously served as a director of Mack-Cali Realty Corporation on both the Audit and Compensation Committees. Mr. Berman holds an M.B.A. from Columbia University Graduate School of Business, a J.D. from Boston University School of Law, and a B.A. from Binghamton University. | | QUALIFICATIONS: Mr. Anderson’s extensive experience as a senior executive and director, including with Champion Holdings, in the manufactured home industry and the financial services industry providing financing for manufactured housing, make him highly qualified to serve on our Board. | QUALIFICATIONS: Mr. Berman’s broad real estate, investment, and corporate financial experience, coupled with his manufactured housing community experience, make him highly qualified to serve on our Board. |

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

    | 6 | |

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

    | Eddie Capel, Independent Director since: 2019 Age: 62 | Michael Kaufman, Independent Director since: 2018 Age: 51 | | Eddie Capel became a director of Skyline Champion on September 16, 2019. Mr. Capel has been the Chief Executive Officer of Manhattan Associates, Inc. since 2013. Before then, he served Manhattan Associates in various roles, including Executive Vice President, Chief Operating Officer, and President. Before joining Manhattan Associates in June 2000, Mr. Capel held various positions at Real Time Solutions, including Chief Operations Officer and Vice President, Operations, where he led teams that supported the supply chain strategies of companies such as Walmart, Amazon.com and J.C. Penney. He also served as Director, Operations, with Unarco Automation, an industrial automation/robotics systems integrator. Before joining Unarco, Mr. Capel worked as a Project Manager and System Designer for ABB Robotics in the United Kingdom. He obtained his degree in HNC Mechanical Engineering from Swindon College. | Michael Kaufman became a director of Skyline Champion on June 1, 2018. Mr. Kaufman is the Chief Executive Officer of MAK Capital, an investment advisory firm based in New York, New York, which he founded in 2002. He is director and Chairman of the Board of Agilysys, Inc., and serves as a director for Yatra Online, Inc., Trailhead Biosystems and Metal Recovery Holdings, LLC, (formerly AZP, LLC and American Zinc Recycling). Mr. Kaufman holds a B.A. degree in Economics from the University of Chicago, where he also received his M.B.A. degree. He also earned a law degree from Yale University. | | QUALIFICATIONS: Mr. Capel has spent the majority of his professional career developing and delivering technology solutions for large manufacturing companies, with integrated manufacturing, supply chain and distribution operations. His experience with manufacturing supply chains and the integration of technology with the same make him highly qualified to serve on our Board. | QUALIFICATIONS: Mr. Kaufman’s investment and finance experience and familiarity with the manufactured home industry make him highly qualified to serve on our Board. |

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

    | 2023 PROXY STATEMENT – ANNUAL MEETING OF SHAREHOLDERS | 7 |

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

    | Tawn Kelley, Independent Age: 59 | Erin Mulligan Nelson, Independent Director since: 2019 Age: 54 | | Tawn Kelley, recommended by a third-party search firm, is nominated to become a director of Skyline Champion. Ms. Kelley is an Executive Vice President of Taylor Morrison Home Corporation, one of the country’s top public, NYSE-listed homebuilders. With more than 30 years of experience in new construction mortgage financing, Ms. Kelley serves as President of Taylor Morrison’s financial services suite of companies, leading Taylor Morrison Home Funding and Inspired Title Services. In addition, she is the Chair of the company’s joint venture business, Mortgage Funding Direct Ventures which she founded in 2001 and sold to Taylor Morrison in 2009. The joint venture partners with homebuilders to provide in-house mortgage operations. In 2011, she established a free qualification improvement program to better position families for home purchase, and today her proprietary program – Able, Ready, Own – has educated and strengthened qualification for thousands of families. In 2021, Ms. Kelley joined the Mortgage Bankers Association national board (MBA) and, in addition, she currently serves on the Residential Board of Governors as well as the Affordable Homeownership Advisory Council and MBA’s Investment Committee. In 2020, she joined the Board of Directors for STORE Capital, a publicly traded REIT, and was named Chair of the Board in December 2021. She led the sale of STORE Capital to GIC Private Limited in February 2023 and left the Board at that time. | Erin Mulligan Nelson became a director of Skyline Champion on September 16, 2019. Erin currently serves as the Chief Executive Officer for OfficeSpace Software, a Vista Equity portfolio company. From 2021 through the end of 2022, Ms. Nelson served as Chief Executive Officer and Director of Bonterra, a public benefit corporation which became the second largest and fastest-growing social good software platform. Before leading Bonterra, Ms. Nelson was Chief Executive Officer and Director of Social Solutions from April 2020 to November 2021. Prior to that, from September 2017 to March 2020, she was the CEO of Calytera, a private equity-backed government technology software company. Ms. Nelson spent 11 years at Dell, Inc., including as Global Chief Marketing Officer, where she stewarded the Dell.com ecommerce business, Corporate Social Responsibility and Dell’s global marketing strategy, and has also served as Chief Marketing Officer for SunPower and Bazaarvoice. She has led brand strategy, global communications, social media, corporate social responsibility, global research, marketing talent development and agency management. Ms. Nelson serves on the Board of Directors for Mavenir, a private telecommunications company, and Zalat Restaurant Group, a privately held hospitality company. Ms. Nelson obtained her B.B.A. from the University of Texas and currently serves on the Dean’s Advisory council for the University of Texas McCombs School of Business. | | QUALIFICATIONS: Ms. Kelley has extensive experience in the home construction industry as well as home financing solutions, including consumer engagement. Her extensive leadership and industry experience make her highly qualified to serve on our Board. | QUALIFICATIONS: Ms. Nelson has extensive experience in marketing and communications. She has led brand strategy, global communications, social media, corporate social responsibility, global research, marketing talent development and agency management. Her additional experience on executive committees for corporate philanthropy, diversity and sustainability make her highly qualified to serve on our Board. |

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    | 8 | |

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

    | Nikul Patel, Independent Director since: 2022 Age: 50 | Gary Robinette, Independent Director since: 2018 Age: 74 | | Nikul Patel was elected to serve as a director of Skyline Champion on July 26, 2022. Mr. Patel is a co-founder, CEO, and Chairman of the Board of Directors of LoanGlide, Inc., an embedded financing platform for personal loans, a position he has held since November 2019. Prior to that, he was Chief Strategy Officer of LendingTree, Inc. LendingTree operates an online consumer platform in the United States offering comparison shopping services for mortgage, credit card, personal loans, insurance and various other financing products. During his more than six-year tenure at LendingTree, he also held the positions of Chief Operating Officer and Chief Product Officer at various times. Prior to joining LendingTree, Mr. Patel held various other leadership positions including President, Lendage.com at Bills.com, Inc., Chief Operating Officer and Vice President, Products at Home-Account, Inc. and a variety of positions at Intel Corporation over a 12-year period. Mr. Patel also serves as a director of Data Axle, Inc. As an entrepreneur, he also co-founded Movoto.com, an online real estate search platform. Mr. Patel holds an M.B.A. in Finance from the Wharton School of Business at the University of Pennsylvania, an M.S. in Computer Engineering from Florida Atlantic University, and a B.E. in Electronics and Communication Engineering from Gujarat University. | Gary Robinette became a director of Skyline Champion on June 1, 2018. Mr. Robinette served as a member of the Champion Holdings Board of Managers starting in 2010. Mr. Robinette served as Chairman of Associated Metals, LLC, where he continues to serve as a director. He previously served as Chairman Emeritus of Ply Gem Industries Inc. until November 2020. He served as President and Chief Executive Officer of Ply Gem from 2006 through 2018. Mr. Robinette was elected Vice Chairman of the Ply Gem Board of Directors in May 2013 and was appointed Chairman of the Ply Gem Board of Directors in 2015. Prior to joining Ply Gem, Mr. Robinette served as Executive Vice President and COO at Stock Building Supply, formerly a Wolseley company, since September 1998, and was also a member of the Wolseley North American Management Board of Directors. Mr. Robinette held the position of President of Erb Lumber Inc., a Wolseley company, from 1993 to 1998 and served as Chief Financial Officer and Vice President of Carolina Holdings, which was the predecessor company of Stock Building Supply. Mr. Robinette received a B.S. in Accounting from Tiffin University and an M.B.A. from Xavier University, where he has served as a member of the Board of Trustees. He also served as a member of the Policy Advisory Board of Harvard University’s Joint Center for Housing Studies and serves on the board of directors for two companies sponsored by private equity firms. | | QUALIFICATIONS: Mr. Patel’s extensive experience in product management technology systems, including online tools in the home buying and financing arena, as well as his background in business development and transformational initiatives make him highly qualified to serve on our Board. | QUALIFICATIONS: Mr. Robinette’s extensive experience as a senior executive at companies in the housing industry, as well as his experience as director of Champion Holdings and other companies, make him highly qualified to serve on our Board. |

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    | 2023 PROXY STATEMENT – ANNUAL MEETING OF SHAREHOLDERS | 9 |

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    | Mark Yost, President and CEO Director since: 2019 Age: 51 | | Mark Yost became a director of Skyline Champion on April 30, 2019 in connection with being named President and Chief Executive Officer effective June 1, 2019. Mr. Yost joined Champion Holdings in June 2013 as Chief Financial Officer and Executive Vice President. In October 2016 he was named President of CHB. Previously Mr. Yost served as Chief Financial Officer and Executive Vice President for Severstal North America. Mr. Yost received his B.S. in Finance and M.B.A. degrees from the University of Michigan. | | QUALIFICATIONS: Mr. Yost’s significant experience in the manufactured housing industry as a senior executive of Champion Holdings U.S. operations, as well as his extensive corporate finance, M&A, and strategic planning experience make him highly qualified to serve as a director for our Company. |

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

    BOARD COMPOSITION AND DIRECTOR INDEPENDENCE Our business and affairs are managed under the direction of our Board. The Board strives to identify directors who represent a diverse range of viewpoints, backgrounds, skills, experience and expertise. Directors should possess the attributes necessary to be an effective member of the Board, including personal and professional integrity, high ethical values, sound business judgment, demonstrated business and professional skills, experience, and a commitment to the long-term interests of Skyline Champion and its shareholders. In evaluating candidates, the Nominating and Governance Committee also considers potential conflicts of interest, diversity, the extent to which a candidate would fill a present or anticipated need, and a candidate’s willingness and ability to devote adequate time to the activities of the Board. In any particular situation, the Nominating and Governance Committee may focus on individuals possessing a particular background, experience or qualifications that the Nominating and Governance Committee believes would be important to enhance the effectiveness of the Board. To retain flexibility, the Nominating and Governance Committee has not adopted minimum qualifications for director candidates. The Nominating and Governance Committee has engaged third party search firms to identify qualified candidates and will consider director candidates recommended by shareholders. See “Process for Selecting Nominees and Shareholder Nominations” and “Shareholder Proposal Information” below for further information. The Company entered into an investor rights agreement (the “Investor Rights Agreement”) with Champion Holdings and certain funds, the last remaining one of which is affiliated with MAK Capital (“MAK”), a shareholder holding greater than 5% of the Company’s outstanding shares of voting common stock, which included certain agreements relating to the composition of the Board. Under the Investor Rights Agreement, the Company is obligated to use its reasonable best efforts to cause the Board to nominate for election: (i) the Chief Executive Officer of the Company; (ii) up to one affiliated director nominated by MAK (subject to certain ownership thresholds); and (iii) the number of independent directors necessary to satisfy the rules of the New York Stock Exchange (“NYSE”). MAK continues to meet the ownership threshold and has nominated Mr. Kaufman.

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

    | ◾ | Attract, retain, motivate, and reward talented executives to drive our long-term success. |

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

    The key elements of our executive compensation program are base salaries, annual cash incentive bonuses and long-term equity incentive awards. The Compensation Committee generally reviews our executive compensation program and plans annually and, following this review, makes determinations regarding base salaries, annual incentive bonus targets and long-term equity award targets. The Compensation Committee makes decisions regarding each element of pay to further the objectives described above. The specific ways in which each element of compensation supports these objectives are described beginning on page 32. The Compensation Committee reviewed executive compensation in January 2023, after having made no changes since July 2021, and adjusted base salaries and the annual short term incentive opportunity in recognition of the individual executive’s performance, the Company’s performance, and the executive compensation of peer companies. The Compensation Committee also reviewed the timing of annual equity incentive program awards and concluded to shift the anticipated grant date of such awards from the beginning of January each year to late March to better align with the Company’s fiscal year end. The Compensation Committee recognizes the impact that an adjustment to one element of compensation may have on other elements. For example, an increase in an officer’s base salary will result in a larger target annual bonus value because target bonus dollars are the product of base salaries and target bonus percentages. Thus, the Compensation Committee considers the individual elements, their relationships and each executive officer’s total compensation when making compensation decisions. The Compensation Committee considers the value of stock-based compensation as an element of our executive compensation program at the time of grant of an equity award, not at the time of exercise or vesting.

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

    | The Compensation Committee continues to work with a retained independent compensation consultant. | Compensation Committee members have direct access to the compensation consultant without going through management. LB&Co. did not provide services to Skyline Champion other than those it provided to the Compensation Committee. The Compensation Committee assesses its compensation consultant’s independence annually. It assessed LB&Co.’s independence in fiscal 2023 in accordance with the standards of the NYSE and any applicable rules and regulations of the SEC. The Compensation Committee concluded that no conflict of interest exists that would prevent LB&Co. from independently advising the Compensation Committee. |

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

    PEER GROUP As with fiscal 2022, the Compensation Committee reviewed market compensation data provided by its independent consultant to determine whether the fiscal 2023 compensation opportunities of the NEOs were appropriate and competitive. The Company annually evaluates the peer group based on analysis by LB&Co. and the Compensation Committee’s independent judgment. Following the most recent review, the Committee removed American Woodmark Corporation and Quanex Building Products Corporation, both companies being outside of the comparable levels of market capitalization and revenue. The Company added Meritage Homes Corporation for fiscal 2023. The Company believes the updated peers fall within a reasonable range (both above and below Skyline Champion) of comparative factors such as revenue, market capitalization, return on invested capital, operating margin and one- and three-year total shareholder return. These peers are considered to be within complementary industries — namely homebuilding, building products, and recreational vehicles.

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

    The Compensation Committee considers a blend of peer group data and broader survey data in benchmarking compensation. The Compensation Committee believes that this mix of data provides the most comprehensive view of executive compensation levels and practices at companies against which we compete for talent, and it allows the Compensation Committee to ensure that Skyline Champion continues to provide appropriate and competitive compensation opportunities. This mix of data also allows the Compensation Committee to obtain broader market context with regard to certain positions that may not exist in a comparable form at every company in our peer group or that may not qualify as a NEO at every company in our peer group. In addition to the peer group and survey data that the Compensation Committee uses to assess the competitive marketplace, the Compensation Committee considers the Company’s performance as well as each executive’s individual performance and ability to assume increasing responsibilities within the Company, internal pay equity and succession planning. The Compensation Committee generally uses base salary and incentive compensation for executives with similar roles and responsibilities at our peer companies as a reference in setting the base salaries, target annual incentive bonus opportunities and the long-term equity award grant date values for our NEOs, and evaluates individual executive performance and potential, as well as internal pay equity. Our annual and long-term incentive plans are designed to further reward our NEOs and other employees when the Company performs well both on an annual basis and over the longer term. In particular, if the Company delivers sustained increases in shareholder value, the long-term equity awards are targeted to provide an opportunity for total direct compensation beyond the median of the blended peer/survey data.

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

    | Base Salary | + | Annual Incentive Bonus | + | Long-Term Equity Awards | = | Total Direct Compensation |

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

    This section describes these elements and details the amounts earned by our NEOs in fiscal 2023. BASE SALARY We pay competitive base salaries to retain key executive officers and attract the new talent necessary for our long-term success. An executive officer’s base salary generally reflects the executive officer’s responsibilities, tenure and job performance, as well as the market for the role. The Compensation Committee generally reviews officer base salaries annually. When the Compensation Committee reviews base salaries, it considers the reports and advice provided by its independent compensation consultant, the peer group and survey data described above, and the recommendations of our CEO for executives other than himself. Our Compensation Committee approved adjustments to the base salaries and annual incentive bonus targets for our NEOs in January 2023. Prior to that adjustment, we had last adjusted our NEOs’ base salaries in July 2021. The salary adjustments reflect changes to remain in line with the median salary of our peer Companies and performance as measured against our peer Companies. The table below details the base salaries in effect at the end of each fiscal year presented.

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

    ANNUAL INCENTIVE BONUS We maintain an annual cash incentive bonus plan to drive the achievement of our short-term (annual) financial goals. The amount of the incentive bonus actually paid depends on our performance, which is measured at year end relative to the objective performance goals established by the Compensation Committee at the beginning of each fiscal year. Bonuses are not guaranteed. The Compensation Committee establishes objective performance criteria and sets robust performance targets for our annual incentive plan to drive the achievement of Skyline Champion’s financial goals. The Compensation Committee determines all incentive bonuses in accordance with the Skyline Champion Corporation Annual Performance-Based Bonus Plan (“Bonus Plan”). The Corporate Performance Achievement (“CPA”) factors and targets for fiscal 2023 were financially based, with Consolidated Earnings Per Share (“EPS”) constituting 50% and Consolidated Revenue constituting 50%. The NEO participants in the Bonus Plan can earn a multiplier of between 0% and 200% of the annual incentive target, depending on the level of achievement against the targets. Historically the Compensation Committee has adjusted the CPA factors and targets for each fiscal year.

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

    | Base Salaryx | Target Percentage of Base Salaryx | Performance Achievement | = | Annual Incentive Payment |

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

    | Name | Fiscal 2023 Base Salary ($) | Annual Incentive Target (%) | Annual Incentive Target ($) | | Mark Yost | 750,000 | 133% | 997,500 | | Laurie Hough | 500,000 | 125% | 625,000 | | Tim Larson | 400,000 | 80% | 320,000 | | Joseph Kimmell | 385,000 | 140% | 539,000 | | Wade Lyall | 385,000 | 140% | 539,000 |

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

    | Name | Fiscal 2023 Base Salary ($) | Annual Incentive Target (%) | Annual Incentive Target ($) | Annual Incentive Maximum ($) | Performance Achievement (% of Payout) | Fiscal 2023 Annual Incentive Bonus ($) | | Mark Yost | 750,000 | 133% | 997,500 | 1,995,000 | 152.9% | 1,525,178 | | Laurie Hough | 500,000 | 125% | 625,000 | 1,250,000 | 152.9% | 955,625 | | Tim Larson | 400,000 | 80% | 320,000 | 640,000 | 152.9% | 489,280 | | Joseph Kimmell | 385,000 | 140% | 539,000 | 1,078,000 | 152.9% | 824,131 | | Wade Lyall | 385,000 | 140% | 539,000 | 1,078,000 | 152.9% | 824,131 |

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

    | Step One: Select Performance Measures | For fiscal 2023, the Compensation Committee decided that the NEOs would have two primary company-wide metrics upon which performance would be measured (collectively, the CPA factors). The following chart provides detail on the metrics established by the Compensation Committee for fiscal 2023. | | | | | Performance Measure | | Target Percentage | | | Consolidated EPS | | 50% | | | Consolidated Revenue | | 50% | | | Performance Target | Consolidated EPS | Consolidated Revenue ($ mil) | | Step Two: Select Performance Targets | Threshold | $4.33 | $2,333 | | | Target | $4.84 | $2,592 | | | Over-Perform | $5.09 | $2,722 | | | Maximum | $5.34 | $2,851 | | Step Three: Select Performance Achievement | The Compensation Committee then established the following performance payout scale for each Company Performance Achievement factor for fiscal 2023: ◾ 50% if the threshold target was achieved ◾ 100% if the target was achieved ◾ 150% if the over-perform target was achieved ◾ 200% if the maximum target was achieved If the threshold performance target for a particular factor was not achieved, no incentive bonus would be paid with respect to that factor. The payout is determined using straight-line interpolation when actual achievement falls between two performance targets. | | | | Step Four: Assess Performance Against Targets and Determine Payouts | For fiscal 2023, the Compensation Committee confirmed that the Company achieved $7.00 in Consolidated EPS and $2,607 million of Consolidated Revenue, resulting in a weighted average percentage of achievement of Company targets of 152.9%. Based on these results, the Compensation Committee approved the payout to each NEO as shown in the table above. | | |

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

    LONG-TERM EQUITY AWARDS The Company adopted the 2018 Equity Incentive Plan (“Equity Incentive Plan”) to advance the interests of the Company by providing for the grant of stock and stock-based incentive awards to participants. All of the long-term equity grants in fiscal 2023 and 2022 were made pursuant to the Equity Incentive Plan. We grant long-term equity awards to align the interests of our executives with those of our shareholders, by tying our executives’ long-term compensation directly to growth in the Company’s stock price and to the achievement of our strategic goals. We also believe that long-term equity awards are an important retention tool. In fiscal 2023 we granted each of our NEOs two types of long-term equity awards:

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

    | 1) | Performance stock units (“PSUs”)* – comprising 50% of the total long-term equity grant; and |

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

    | 2) | Restricted stock units (“RSUs”) – comprising 50% of the total long-term equity grant. |

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

    In determining the number of PSUs and RSUs to award, the Compensation Committee considered the NEO’s role at the Company, the NEO’s employment agreement, if applicable, benchmarking data, our recent financial performance, the performance of our common stock, the fair market value of the awards, the expense and the dilutive effect of any potential awards, succession planning, and the importance of retaining the officer’s services. The Compensation Committee also solicited the advice of its independent compensation consultant and the opinion of the Company’s CEO except with respect to the awards to the CEO. The CEO generally provides the Compensation Committee an initial recommendation for annual long-term equity awards for the other NEOs. The Compensation Committee reviews this recommendation and makes its own independent determination. In recent years, the Compensation Committee approved the award of equity compensation at the beginning of January. During fiscal 2023, the Committee determined to begin granting awards in late March to better align with the Company’s fiscal year end. The shift in timing provides the Committee a better understanding of the results of operations for the entire fiscal year, which is a key input in determining the amount of the awards to each participant. Recognizing the shift in grant date during fiscal 2023, effectively five quarters since the most recent grants in early January 2022, the Committee approved a one-time increase in the amount of the 2023 annual grants to 125% of the target annual award for each of our NEOs.

  47. Performance Stock Units

    Performance Stock Units PSUs which were granted on March 20, 2023, cliff vest at the conclusion of a three-year performance period on the basis of the Company’s achievement of performance criteria defined in each PSU award agreement. Depending on the level of achievement, PSUs represent the right to receive between 0% and 200% of a targeted number of shares of our common stock. For PSUs granted in fiscal 2023, the Compensation Committee used measures for relative Total Shareholder Return (“rTSR”) and Single Family Home Completion Market Share (“SFHC Market Share”) as the PSU performance measures. Our rTSR represented 60% and SFHC Market Share represented 40% of each respective award. For these grants, rTSR will be measured using the Company’s percentile ranking within the performance peer group included in Exhibits 10.17 and 10.18 to Skyline Champion’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023. SFHC Market Share will be measured against the Company’s percentage of total single family housing completions, also as referenced in Exhibits 10.17 and 10.18. The Compensation Committee considers PSUs to be a key component of our pay-for-performance philosophy because the PSUs directly tie the amount of equity that can be earned to Skyline Champion’s shareholder return, which directly aligns the interests of our executives and our shareholders. For this reason, the Compensation Committee believes rTSR to be an appropriate reflection of the Company’s performance. In addition, the multi-year performance period serves as a retention tool and ensures that our executives are appropriately focused on Skyline Champion’s long-term strategic and financial goals. The formula governing the earnout of the PSUs is set forth below.

  48. Performance Stock Units

    | Total Shareholder Return | Percentile Rank | Payout % | | Threshold | 25(th) | 50% | | Target | 55(th) | 100% | | Maximum | 80(th) | 200% |

  49. Performance Stock Units

    | Single Family Home Completion Market Share | Percent | Payout % | | Threshold | 2.50% | 50% | | Target | 2.75% | 100% | | Maximum | 3.00% | 200% |

  50. Performance Stock Units

    | 2023 PROXY STATEMENT – ANNUAL MEETING OF SHAREHOLDERS | 37 |

  51. Performance Stock Units

    The actual payout percentage is determined using straight-line interpolation for performance that falls between the threshold and the target levels or between the target and the maximum levels. If the threshold performance goal is not achieved, the PSUs do not vest, and no shares will be earned. PSUs awarded in fiscal 2023 will vest, if at all, at the end of the three-year performance period concluding on March 20, 2026. The PSUs will also vest upon a change in control (as such term is defined in the PSU award agreement) at the greater of 100% or performance measured as of the close of the month prior to the effective date of the change in control, provided that the NEO is employed by or otherwise providing services to the Company on the date of such change in control. In addition, if the NEO’s employment or other service relationship with the Company or any of the Company’s subsidiaries is terminated without “cause” (as defined in the Equity Incentive Plan or in certain NEO’s written employment agreements) or if the NEO resigns employment for “good reason” (as defined in the PSU award agreement), in either case prior to the vesting of the PSUs, then a specified percentage of the PSUs as described in the PSU award agreement shall remain outstanding and eligible to vest based on actual performance for one year following such termination of employment or service, but only if they otherwise would have vested. In the event there is no vesting event within one year of termination, the PSUs will be forfeited and cancelled for no consideration. Each NEO’s PSU award agreement also incorporates provisions with respect to perpetual confidentiality, as well as non-competition and non-solicitation provisions that apply during employment and for 18 months following the NEO’s termination of employment for NEOs with employment agreements, and 12 months for NEOs without employment agreements. A breach by the NEO of such provisions, depending on when such breach occurred, could result in the NEO’s termination of employment for cause and the termination of the PSU award, or action taken under the Company’s Compensation Recoupment Policy.

  52. Restricted Stock Units

    Restricted Stock Units The Company granted RSUs to the NEOs on March 20, 2023, that are subject to continued employment by or other service to the Company through each vesting date. The RSUs generally vest in equal installments on each of the first three anniversaries of the vesting commencement date. We believe the RSUs deliver a meaningful long-term incentive that balances risk and potential reward. These awards also serve as an effective retention tool to motivate our NEOs to remain with the Company and continue to drive performance. RSU awards are only earned if the individual continues to be employed by or otherwise provides service to the Company through the applicable vesting dates of the awards. Vesting and delivery of the shares underlying the RSUs will occur in equal one-third installments on the first three anniversaries of the vesting commencement date or earlier on the occurrence of a change in control (as such term is defined in the RSU award agreement). In addition, if the NEO’s employment or other service relationship with the Company or any of the Company’s subsidiaries is terminated without “cause” (as defined in the Equity Incentive Plan or in certain NEO’s written employment agreements) or if the NEO resigns employment for “good reason” (as defined in the RSU award agreement), then the next one-third of RSUs that would have vested had such NEO remained employed or in service shall vest upon such termination of employment or service. Further, the unvested RSUs subject to the award shall vest and deliver upon the NEO’s termination of employment or service due to death or disability (“disability” being defined in the Equity Incentive Plan). Each NEO’s RSU award agreements also incorporate provisions with respect to perpetual confidentiality, as well as non-competition and solicitation provisions that apply during employment and for 18 months following the NEO’s termination of employment for NEOs with employment agreements, and 12 months for NEOs without employment agreements. A breach by the NEO of such provisions, depending on when such breach occurred, could result in the NEO’s termination of employment for cause and the termination of the RSU award, or action taken under the Company’s Compensation Recoupment Policy.

  53. Stock Options

    Stock Options Prior to fiscal 2022, the Company granted stock options to our executive officers. Such stock options represented the right to purchase one share of the Company’s common stock at the exercise price, or “strike” price. The stock options vest in equal

  54. Stock Options

    | 38 | |

  55. Stock Options

    annual installments on each of the first three anniversaries of the vesting commencement date. The stock options expire on the tenth anniversary of the grant date. Complete information on the terms of such prior option awards can be found in previously filed Proxy Statements. The Compensation Committee did not include stock options in the long-term incentive awards in fiscal 2022 or fiscal 2023 based on competitive data.

  56. Fiscal 2023 Long-Term Equity Awards

    Fiscal 2023 Long-Term Equity Awards In fiscal 2023, as described above and noted below, and as part of the Compensation Committee’s review of executive compensation, the Compensation Committee approved the grant of PSU and RSU awards to our NEOs as part of our annual long-term equity award process, to reflect the Company’s and individual NEO’s performance.

  57. Fiscal 2023 Long-Term Equity Awards

    | Name | Grant Date Fair Value of PSUs ($) | Grant Date Fair Value of RSUs ($) | Total Grant Date Fair Value ($) | | Mark Yost | 3,238,150 | 2,583,916 | 5,822,066 | | Laurie Hough | 1,105,950 | 882,505 | 1,988,455 | | Tim Larson | 902,438 | 720,110 | 1,622,548 | | Joseph Kimmell | 796,254 | 635,379 | 1,431,633 | | Wade Lyall | 796,254 | 635,379 | 1,431,633 |

  58. Fiscal 2023 Long-Term Equity Awards

    COMPENSATION MIX As our executives assume more responsibility, we generally increase the percentage of their compensation that is variable and performance based. We do not have a pre-established policy or target for allocation between specific compensation components. The following charts, however, show that the majority of target total direct compensation for our CEO and our other NEOs as a group is not fixed but rather is variable and will be earned or paid, as applicable, based on Company and/or individual performance and/or stock price. The following charts and tables reflect the target total direct compensation (base salary, target annual incentive bonus and long-term equity grants (in the case of PSUs, assuming target performance) set by the Compensation Committee.

  59. Fiscal 2023 Long-Term Equity Awards

    | CEO Annual Total Direct Compensation | Average NEO Annual Total Direct Compensation | | | |

  60. Fiscal 2023 Long-Term Equity Awards

    | 2023 PROXY STATEMENT – ANNUAL MEETING OF SHAREHOLDERS | 39 |

  61. Fiscal 2023 Long-Term Equity Awards

    The table below illustrates how the target annual total direct compensation set by the Compensation Committee for each of our NEOs was allocated between fixed and variable compensation for fiscal 2023, as well as the breakdown of variable compensation that was based on annual and long-term Company performance and/or stock price.

  62. Fiscal 2023 Long-Term Equity Awards

    | | Percentage of Annual Total Direct Compensation | | Percentage of Annual Variable Compensation | | | Name | Fixed | Variable | Annual | Long-Term | | Mark Yost | 10% | 90% | 15% | 85% | | Laurie Hough | 16% | 84% | 24% | 76% | | Tim Larson | 17% | 83% | 16% | 84% | | Joseph Kimmell | 16% | 84% | 27% | 73% | | Wade Lyall | 16% | 84% | 27% | 73% |

  63. Fiscal 2023 Long-Term Equity Awards

    ADDITIONAL INFORMATION EMPLOYMENT AGREEMENTS Ms. Hough and Messrs. Yost and Larson have employment agreements with the Company. The employment agreements of Ms. Hough and Messrs. Yost and Larson provide for a base salary, annual target and maximum bonus opportunities, grants under the Equity Incentive Plan, participation in the Company’s broad-based employee benefit plans, severance benefits in the event of certain types of termination of employment (as described in more detail under “Potential Payments Upon Termination or Change-in-Control”), and reimbursement of reasonable business-related expenses (subject to any limitations or restrictions imposed by our Board). SEVERANCE ARRANGEMENTS The Champion Home Builders, Inc. Separation Allowance Plan (“Separation Plan”) applies broadly to eligible participants who have at least twelve (12) months service with the Company and allows for management discretion in determining, on a case-by-case basis, a separation allowance and a period of benefits continuance in the event the participant’s employment is involuntarily terminated by the Company. The Separation Plan generally provides for severance payments based on the recipient’s position and years of service with the Company and excludes from participation any executive officer or other person with an individual separation agreement or other written agreement that provides for post-termination benefits. BENEFIT, RETIREMENT, AND DEFERRED COMPENSATION PLANS Our executive officers participate in the same employee benefit plans that are made available to the Company’s employees generally. These benefits are intended to be part of a competitive compensation package. In fiscal 2022, the Compensation Committee approved a limited healthcare benefit for the NEOs and other Section 16 Officers that provides the opportunity to participate in the Executive Wellness Program. For those executives who participated in the program, the cost of the program is included in the Summary Compensation Table for on page 43. We do not provide a defined benefit pension plan for our NEOs or other employees. Our currently employed NEOs are eligible to participate in our 401(k) plan (the “401(k) Plan”) on the same terms as are generally provided to our full-time U.S. salaried employees. The Company provides matching contributions in respect of a portion of the participant’s elective deferrals under the 401(k) Plan. We do not provide any nonqualified deferred compensation plans for our NEOs.

  64. Fiscal 2023 Long-Term Equity Awards

    | 40 | |

  65. Fiscal 2023 Long-Term Equity Awards

    CLAWBACK In November 2020, the Company adopted a Compensation Recoupment Policy (“Recoupment Policy”). In March 2023, the Company approved a revised Compensation Recoupment Policy to bring the existing policy in line with the final clawback rules published by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Recoupment Policy permits the Compensation Committee to review the Performance-Based Compensation of its executives, collectively, for a three-year period preceding the date on which any determination is made that a restatement of the Company’s financial statements is necessary. Performance-Based Compensation is defined to include bonus, equity awards and any other incentive compensation. The Compensation Committee will use reasonable efforts to recover any excess compensation paid (calculated as the difference between what should have been awarded under the restated financial statements and what was awarded). The Compensation Committee may determine not to seek to recover excess compensation if doing so is impracticable and satisfies one of three other conditions set out in the Recoupment Policy. STOCK OWNERSHIP GUIDELINES In November 2021, the Company implemented Stock Ownership Guidelines and Holding Requirements for Senior Management and Independent, Non-Employee Directors. The policy sets a minimum threshold of stock ownership to be achieved by each within three (3) years of the later of the Effective Date of the guidelines or first becoming an equity plan participant. The Guidelines prescribe the following holdings:

  66. Fiscal 2023 Long-Term Equity Awards

    | Position | Holding Requirement | | CEO | 3 times salary | | CFO | 1.5 times salary | | Other Section 16 Officers | 1 times salary | | Non-employee Directors | 3 times annual cash retainer |

  67. Fiscal 2023 Long-Term Equity Awards

    The Guidelines provide the Compensation Committee with discretion to take certain actions against an executive officer or independent non-employee director until the Guidelines are met by the participant. As of April 1, 2023, our CEO, CFO and all of our Section 16 Officers and Non-employee Directors were in compliance with the holding requirements set out in the guidelines. During fiscal 2023, the Compensation Committee adjusted the prior guidelines and removed the inclusion of vested but unexercised stock options from the calculation of awards that qualify for the Holding Requirements. PROHIBITION ON PLEDGING AND LIMITATION ON HEDGING The Company’s Insider Trading Policy prohibits Skyline Champion associates who are subject to pre-clearance procedures from engaging in any pledging transactions involving Skyline Champion stock. All hedging transactions involving derivatives where the primary underlying asset is Skyline Champion stock must be publicly disclosed and transacted only during an open window with pre-clearance from the Compliance Officer. These restrictions apply to both our NEOs and our non-employee directors. DEDUCTIBILITY OF EXECUTIVE COMPENSATION We consider objectives such as attracting, retaining and motivating leaders when we design our executive compensation programs. We also consider the tax-deductibility of compensation, but it is not our sole consideration.

  68. Fiscal 2023 Long-Term Equity Awards

    | 2023 PROXY STATEMENT – ANNUAL MEETING OF SHAREHOLDERS | 41 |

  69. Fiscal 2023 Long-Term Equity Awards

    ⬛ COMPENSATION COMMITTEE REPORT COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Skyline Champion Corporation Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into Skyline Champion’s Annual Report on Form 10-K for the fiscal year ended April 1, 2023. THE COMPENSATION COMMITTEE Eddie Capel, Chair Michael Kaufman Erin Mulligan Nelson Nikul Patel

  70. Fiscal 2023 Long-Term Equity Awards

    | 42 | |

  71. Fiscal 2023 Long-Term Equity Awards

    SUMMARY COMPENSATION TABLE FOR FISCAL 2023 The table below shows the compensation paid to or earned by our NEOs in fiscal 2023, 2022, and 2021.

  72. Fiscal 2023 Long-Term Equity Awards

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (3) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | Change in pension value and nonqualified deferred compensation earnings ($) | All Other Compensation | Total ($) | | Mark Yost President and Chief Executive Officer | 2023 | 719,231 | — | 5,822,066 | — | 1,525,178 | — | 11,171(6) | 8,077,646 | | | 2022 | 676,154 | — | 3,660,296 | — | 1,420,000 | — | 9,292(6) | 5,765,742 | | | 2021 | 600,000 | — | 819,085 | 427,927 | 780,000 | — | 8,550(6) | 2,635,562 | | Laurie Hough Executive Vice President, Chief Financial Officer and Treasurer | 2023 | 480,769 | — | 1,988,455 | — | 955,625 | — | 11,123(6) | 3,435,972 | | | 2022 | 459,616 | — | 1,270,869 | — | 760,000 | — | 9,104(6) | 2,499,589 | | | 2021 | 425,000 | — | 386,790 | 202,076 | 414,375 | — | 8,550(6) | 1,436,791 | | Tim Larson Chief Growth Officer | 2023 | 392,308 | — | 1,622,548 | — | 489,280 | — | 9,185(6) | 2,513,321 | | | 2022 | 360,000 | 150,000(2) | 1,737,525 | 103,022 | 574,286 | — | 3,375(6) | 2,928,208 | | Joseph Kimmell Executive Vice President, Operations | 2023 | 377,307 | — | 1,431,633 | — | 824,131 | — | 7,932(6) | 2,641,003 | | | 2022 | 367,308 | — | 915,113 | — | 600,000 | — | 9,608(6) | 1,892,029 | | | 2021 | 350,000 | — | 212,346 | 110,947 | 341,250 | — | 2,019(6) | 1,016,562 | | Wade Lyall Executive Vice President, Sales and Business Development | 2023 | 377,307 | — | 1,431,633 | — | 824,131 | — | 8,290(6) | 2,641,361 | | | 2022 | 367,308 | — | 915,113 | — | 600,000 | — | — | 1,882,421 | | | 2021 | 350,000 | — | 212,346 | 110,947 | 341,250 | — | — | 1,014,543 |

  73. Fiscal 2023 Long-Term Equity Awards

    | (2) Adjustments to the Summary Compensation Table Total to arrive at Compensation Actually Paid (“CAP”) for our PEO are shown below. No adjustments were necessary for defined benefit and pension plans, dividends, equity awards granted and vested during the same fiscal year, or forfeitures. The assumptions used for determining the fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. |

  74. Fiscal 2023 Long-Term Equity Awards

    | Compensation Element | Director Compensation Program (1) | | Director Annual Cash Retainer | $65,000 | | Annual Equity Retainer | $100,000(2) | | Board Chair Annual Retainer | $115,000 | | Committee Chair Fee | $18,500 for the Audit Committee $18,500 for the Compensation Committee $15,000 for the Nominating and Governance Committee | | Committee Member Fee | $10,000 for the Audit Committee $10,000 for the Compensation Committee $7,500 for the Nominating and Governance Committee |

  75. Fiscal 2023 Long-Term Equity Awards

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Keith Anderson | 71,842 | 100,000 | 171,842 | | Michael Berman | 91,000 | 100,000 | 191,000 | | Timothy Bernlohr | 132,500 | 100,000 | 232,500 | | Eddie Capel | 83,500 | 100,000 | 183,500 | | John Firth (3) | 26,050 | — | 26,050 | | Michael Kaufman | 90,000 | 100,000 | 190,000 | | Erin Mulligan Nelson | 81,842 | 100,000 | 181,842 | | Nikul Patel | 51,318 | 100,000 | 151,318 | | Gary Robinette | 76,448 | 100,000 | 176,448 |