DEF 14A of Champion Homes, Inc.
Filed Jun 20, 2024 · FY20240001193125-24-164059
Proposal One: Election of Directors
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, Erin Mulligan Helgren, Michael Kaufman, Tawn Kelley, Nikul Patel, Gary Robinette, and Mark Yost for re-election at the 2024 annual meeting of our shareholders (the “2024 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. 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.
Proposal One: Election of Directors
| | The Board of Directors deems proposal one be in the best interests of Skyline Champion and our shareholders and recommends a vote “for” each nominee. |
Proposal One: Election of Directors
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Proposal One: Election of Directors
GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS The individuals nominated for election at the 2024 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: Keith Anderson
Proposal One: Election of Directors
| Independent Director since: 2018 Age: 62 | 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. 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. |
Proposal One: Election of Directors
Michael Berman
Proposal One: Election of Directors
| Independent Director since: 2018 Age: 66 | 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 served as a director and Chair of the Audit Committee of Jaguar Global Growth Corporation through its combination with Captivision, Inc. on November 15, 2023, where he continues to serve as the Chairman of the Audit Committee and member of the Nominating and Governance Committee of Captivision, Inc. Mr. Berman is also 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. 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. 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. |
Proposal One: Election of Directors
| Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement | 7 |
Proposal One: Election of Directors
Eddie Capel
Proposal One: Election of Directors
| Independent Director since: 2019 Age: 63 | Eddie Capel became a director of Skyline Champion on September 16, 2019 and was elected Chair on July 27, 2023. Mr. Capel has been the Chief Executive Officer of Manhattan Associates, Inc., a supply chain commerce solutions provider, 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. 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. |
Proposal One: Election of Directors
Erin Mulligan Helgren
Proposal One: Election of Directors
| Independent Director since: 2019 Age: 55 | Erin Mulligan Helgren, formerly Erin Mulligan Nelson, became a director of Skyline Champion on September 16, 2019. Since May 2023, Ms. Helgren has served as the Chief Executive Officer for OfficeSpace Software, a Vista Equity portfolio company and workplace management solutions provider. From 2021 through the end of 2022, Ms. Helgren 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. Helgren 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. Helgren 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. Helgren serves on the Board of Directors for Mavenir, a private telecommunications company, Zalat Restaurant Group, a privately held hospitality company, and Ryman Hospitality Properties, Inc., a publicly-traded lodging and hospitality investment trust. Ms. Helgren 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. Helgren 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. |
Proposal One: Election of Directors
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Proposal One: Election of Directors
Michael Kaufman
Proposal One: Election of Directors
| Independent Director since: 2018 Age: 52 | Michael Kaufman became a director of Skyline Champion on June 1, 2018. Mr. Kaufman is the Chief Executive Officer of MAK Capital (“MAK”), 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., and Trailhead Biosystems and Biotherapeutics, Inc. He formerly served as a Director for 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. Kaufman’s investment and finance experience and familiarity with the manufactured home industry make him highly qualified to serve on our Board. |
Proposal One: Election of Directors
Tawn Kelley
Proposal One: Election of Directors
| Independent Director since: 2023 Age: 60 | Tawn Kelley became a director of Skyline Champion on July 27, 2023. 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. Ms. Kelley also serves as a director of ECN, in which Skyline Champion has a 19.9% equity ownership interest. 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. |
Proposal One: Election of Directors
| Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement | 9 |
Proposal One: Election of Directors
Nikul Patel
Proposal One: Election of Directors
| Independent Director since: 2022 Age: 51 | 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. and GetAround, a connected carsharing marketplace, for which he serves on its Audit and Nominating and Governance Committees. 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. 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. |
Proposal One: Election of Directors
Gary Robinette
Proposal One: Election of Directors
| Independent Director since: 2018 Age: 75 | 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, with the responsibility of selling the business for the owners in 2023, and where he continues to serve as a consultant. 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 for 20 years and serves on the board of directors for two companies sponsored by private equity firms. 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. |
Proposal One: Election of Directors
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Proposal One: Election of Directors
Mark Yost
Proposal One: Election of Directors
| President and CEO Director since: 2019 Age: 52 | 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. |
Proposal One: Election of Directors
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. The Board acknowledges the value of diversity across a broad spectrum of ethnicity, gender, experience, skills, and several other factors. The Company’s Board continues to evolve as it strives to identify, nominate, and appoint the best possible candidates. Through its By-Laws, Corporate Governance Guidelines, and Nominating and Governance Committee Charter, the Board established diversity as an attribute in evaluating potential new directors. The By-Laws provide that, for all open and new seats on the Skyline Champion Board of Directors, the Nominating and Governance Committee will require that the initial list of candidates from which it will select new management-supported director
Proposal One: Election of Directors
| Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement | 11 |
Proposal One: Election of Directors
nominees include qualified diverse candidates, including but not limited to women and minority candidates. The Committee will direct any third-party consultant retained to assist in the selection to include such candidates in its initial list. Of the slate of eight independent director nominees, two are female, two are from an underrepresented racial/ethnic group, and four have served longer than five years. The Board’s approach is to seek diversity broadly, including in experience and skillsets, and focus on assisting the Company to achieve its strategic initiatives for all stakeholders. The Board annually evaluates the need for further board refreshment, with any search conducted in accordance with the Company’s By-Laws and objectives. The Board has determined that Mses. Helgren and Kelley and Messrs. Anderson, Berman, Capel, Kaufman, Patel, and Robinette are “independent directors” as that term is defined in the NYSE Listed Company Manual and under the Securities and Exchange Commission (“SEC”) rules and regulations. In making this determination, the Board considered the relationships that Mses. Helgren and Kelley and Messrs. Anderson, Berman, Capel, Kaufman, Patel, and Robinette have with the Company and all other facts and circumstances that the Board deemed relevant in determining their independence, including ownership interests in the Company and arrangements between the Company and the director or his or her affiliates. The Board and the Company believe that it is important to address concerns raised last year by some proxy and advisory firms with Mr. Anderson’s “independence.” Those concerns led to a significantly lower vote total for Mr. Anderson than in any prior year in which he was nominated for election. From June 2015 through October 30, 2016, Mr. Anderson was President and Chief Executive Officer of Champion Holdings and Chief Executive Officer of Champion Home Builders, Inc. (“CHB”), then privately held. From November 1, 2016 to May 31, 2018, he served as Chief Executive Officer of both Champion Holdings and CHB, then still privately held. In connection with the merger of Champion Enterprises, LLC and Skyline Corporation as of June 1, 2018, he was named Chief Executive Officer of the resulting publicly traded entity, Skyline Champion Corporation, and was appointed to the Board of Directors. As of June 1, 2019, Mr. Anderson retired as Chief Executive Officer of Skyline Champion. Mr. Anderson was overwhelmingly reelected to the Board in July 2019, 2020, 2021, and 2022, receiving the following vote tallies:
Proposal One: Election of Directors
| Annual Meeting | Percent of Votes Cast | | 2019 | 99.71% | | 2020 | 99.61% | | 2021 | 99.64% | | 2022 | 99.24% |
Proposal One: Election of Directors
From 2019 through June 2022, the Skyline Champion Board of Directors recognized that Mr. Anderson was not an “independent director” under the rules and regulations of the NYSE and SEC and thus did not appoint him to any of the Board’s three committees: Audit, Compensation or Nominating and Governance. After three years had lapsed since Mr. Anderson’s retirement as Chief Executive Officer of Skyline Champion, and following the July 2022 Annual Meeting of Shareholders, the Board evaluated Mr. Anderson’s independence and concluded that it was appropriate to appoint him to the Audit Committee for several reasons:
Proposal One: Election of Directors
| • | Mr. Anderson’s career in the manufactured home industry and expertise in the financial services industry providing financing for manufactured housing, most of which occurred prior to his affiliation with Champion Holdings and CHB. |
Proposal One: Election of Directors
| • | The Board acknowledged that Mr. Anderson met the audit committee experience and independence requirements under the applicable rules and regulations adopted by the NYSE and SEC. |
Proposal One: Election of Directors
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Proposal One: Election of Directors
| • | The lead audit partner from Ernst & Young LLP (“EY”), Skyline Champion’s independent auditor, on the Skyline Champion account during Mr. Anderson’s tenure as Chief Executive Officer of Skyline Champion and its predecessor was no longer the lead audit partner for EY on the Skyline Champion account at the time Mr. Anderson was appointed to the Audit Committee in 2022. |
Proposal One: Election of Directors
| • | The Board also acknowledged that the three other members of Audit Committee met the audit committee experience and independence requirements under applicable rules and regulations adopted by the NYSE and SEC. |
Proposal One: Election of Directors
Following the 2022 Annual Meeting of Shareholders, Skyline Champion promptly filed with the NYSE the 303A Written Affirmation reporting that Mr. Anderson had been appointed to the Audit Committee. And Skyline Champion also updated its investor website noting the composition of each of its three Board committees, noting that Mr. Anderson was now serving on the Audit Committee. Skyline Champion did not receive any comments or inquiries from shareholders or other institutional advisory firms. In June 2023, Skyline Champion filed its 2023 Proxy Statement. At that time, Mr. Anderson had been over four years removed from serving as Chief Executive Officer and all of the reasons upon which the Board relied in appointing him to the Audit Committee in July 2022, noted above, remained true. Skyline Champion noted in the Proxy Statement that “[t]he Board has determined that each of Ms. Helgren, and Messrs. Anderson and Berman (and former Director Bernlohr) meet the definition of ‘independent director’ under the rules of the NYSE and under Rule 10A-3 under the Exchange Act., and that each is an ‘audit committee financial expert’ within the meaning of the SEC’s regulations and applicable listing standards of the NYSE.” In response to the 2023 Proxy Statement, Glass Lewis recommended that votes be withheld from Mr. Anderson because it deemed him an “affiliate/insider.” No commentary other than those two words was provided. ISS also recommended that votes be withheld from Mr. Anderson as “a non-independent director serv[ing] on at least one key committee.” ISS added that “[t]he presence of non-independent directors on key committees may diminish the committees’ ability to oversee management objectively. Audit, compensation, and nominating committees should be fully independent to ensure effective monitoring of these critical functions.” As a consequence of the recommendations of Glass Lewis and ISS, Mr. Anderson received only 49.95% of the votes cast last year, a significant drop from all prior elections and for no other reason than he had been appointed to the Audit Committee in July 2022. The Board of Directors disagreed with the summary conclusion of both proxy advisor service organizations that Mr. Anderson is not independent, at that time more than four years removed from his last service as an executive officer. Neither Glass Lewis nor ISS cited any particularized concern with Mr. Anderson’s qualifications and neither addressed the Board’s findings that Mr. Anderson qualified as independent. The NYSE and SEC grant boards discretion to evaluate the independence of a director following a three-year separation from executive service and that is precisely the evaluation that the Skyline Champion Board of Directors completed in July 2022. Following the 2023 Annual Meeting of Shareholders, and the shareholder vote cited above, the Board of Directors reaffirmed its view, consistent with the rules and regulations of the NYSE and SEC, that Mr. Anderson is independent. Neither we nor any of our subsidiaries are party to any material proceedings to which any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are a party. We do not believe that any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are adverse to us or any of our subsidiaries or have a material interest that is adverse to us or any of our subsidiaries.
Proposal One: Election of Directors
| Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement | 13 |
Proposal One: Election of Directors
MEETINGS AND COMMITTEES The Board has three standing committees: Audit, Compensation, and Nominating and Governance. Each committee is composed solely of independent directors as that term is defined in applicable rules of the SEC and the NYSE, and all members of the Compensation Committee qualify as “non-employee directors” as defined by Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). Each committee has a charter that describes the committee’s responsibilities. These charters are available under the “Corporate Governance” link on our website at www.skylinechampion.com or upon written request to our Corporate Secretary at Skyline Champion Corporation, 755 West Big Beaver Road, Suite 1000, Troy, Michigan 48084. During the fiscal year ended March 30, 2024, the Board held twelve (12) meetings. Each incumbent director during that year attended each of the Board Meetings except Ms. Helgren and Mr. Patel were each excused from attending one, but different Board Meetings, and each incumbent director attended each of their respective Committee Meetings except Ms. Helgren was excused from attending one Audit Committee Meeting. During this same period, six (6) executive sessions of the Board were held, each with and without Mr. Yost present. Members of the Board are expected to attend and be present at the annual meeting of shareholders, and all then incumbent directors attended the 2023 annual meeting of shareholders except Mr. Anderson was excused from attending.
Proposal One: Election of Directors
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Proposal One: Election of Directors
The table below lists the members and summarizes the responsibilities of the three committees during fiscal 2024. Committee membership for fiscal 2025 will be evaluated following the annual shareholders meeting. Audit Committee
Proposal One: Election of Directors
| Current Members: Keith Anderson Michael Berman, Chair Erin Mulligan Helgren Tawn Kelley No. of Meetings during Fiscal 2024: 5 | The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The Audit Committee is responsible for assisting the Board in its oversight of: (i) the integrity of the consolidated financial statements of the Company; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence, (iv) the performance of the Company’s internal audit function (v) cybersecurity and data privacy; (vi) the Company’s internal controls over financial reporting; and (vii) environmental matters, including identifying risks, identifying a sustainability framework, establishing metrics, and measuring performance. It is also responsible for deciding whether to appoint, retain or terminate the Company’s independent auditors and pre-approving the audit, audit-related, tax, and other services, if any, to be provided by the independent auditors. The Audit Committee is also responsible for preparing the disclosures required by Item 407(d)(3)(i) of Regulation S-K and the reports required by the SEC rules to be included in the Company’s annual proxy statement. The Board recently restated and amended the Company’s By-Laws and assigned primary responsibility for review of environmental risks and opportunities to the Audit Committee. The Board has determined that each of Mses. Helgren and Kelley and Messrs. Anderson and Berman meet the definition of “independent director” under the rules of the NYSE and under Rule 10A-3 under the Exchange Act, and that each is an “audit committee financial expert” within the meaning of the SEC’s regulations and applicable listing standards of the NYSE. |
Proposal One: Election of Directors
Compensation Committee
Proposal One: Election of Directors
| Current Members: Eddie Capel, Chair Erin Mulligan Helgren Michael Kaufman Nikul Patel No. of Meetings during Fiscal 2024: 4 | The Compensation Committee assists the Board in fulfilling its responsibilities relating to the compensation of the Company’s officers, directors, and employees, including establishing a compensation philosophy, assessing the adequacy of the Company’s overall compensation programs, and administering the Company’s compensation, benefit and equity-based plans. It is responsible for reviewing the Company’s overall compensation strategy and assessing whether such strategy provides the appropriate rewards and incentives for the Company’s management and employees, taking into account whether such rewards and incentives encourage undue or inappropriate risk taking by such personnel. The Compensation Committee is also responsible for: (i) reviewing and approving the corporate goals and objectives that may be relevant to the compensation of the Company’s Chief Executive Officer (“CEO”) and other executive officers; and (ii) evaluating the performance of the CEO and other executive officers in light of those goals and objectives; (iii) setting the compensation of the CEO and other executive officers based on such evaluation; and (iv) oversight of social matters relating to employees and the communities in which the Company operates. It is also responsible for reviewing and making such recommendations to the Board as the Compensation Committee deems advisable with regard to all incentive-based compensation plans and equity-based plans that are subject to Board approval. The Board restated and amended the Company’s By-Laws in November 2022 and assigned primary responsibility for review of social risks and opportunities to the Compensation Committee. |
Proposal One: Election of Directors
| Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement | 15 |
Proposal One: Election of Directors
Nominating and Governance Committee
Proposal One: Election of Directors
| Current Members: Michael Berman Michael Kaufman, Chair Tawn Kelley Gary Robinette No. of Meetings during Fiscal 2024: 4 | The Nominating and Governance Committee: (i) assists the Board in identifying individuals qualified to be directors, consistent with criteria approved by the Board; (ii) recommends director nominees to the Board for the next meeting of shareholders at which directors will be elected or to fill vacancies or newly created directorships; (iii) oversees the evaluation of the Board, its committees and management; and (iv) develops and implements sound corporate governance practices. |
Proposal One: Election of Directors
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Compensation Discussion and Analysis
| Overview | 34 | | How We Make Compensation Decisions | 35 | | What We Pay and Why: Elements of Compensation | 38 | | Base Salary | 38 | | Annual Incentive Bonus | 38 | | Long-Term Equity Awards | 41 | | Compensation Mix | 44 | | Additional Information | 45 |
Compensation Discussion and Analysis
| • | Attract, retain, motivate, and reward talented executives to drive our long-term success. |
Compensation Discussion and Analysis
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 36. The Compensation Committee most recently reviewed executive compensation in March 2024, 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 base salary adjustments were effective as of the beginning of fiscal 2025. 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.
Compensation Discussion and Analysis
Peer Group The Compensation Committee reviewed market compensation data provided by its independent consultant to determine whether the fiscal 2024 compensation opportunities of the NEOs were appropriate and competitive. The Company annually evaluates the peer group based on analysis by the independent consultant and the Compensation Committee’s independent judgment. In exercising its judgment, the Committee considers a wide range of comparative factors, including but not limited to business relevance, revenue, market capitalization, return on invested capital, operating margin and total shareholder return. During the fiscal 2024 review, the Committee decided to remove Dream Finders Homes, Inc., M.D.C. Holdings, Inc. and Meritage Homes Corporation and add American Woodwork Corporation, Donaldson Company, Inc., Griffon Corporation, La-Z-Boy Incorporated, Visteon Corporation, and WillScot Mobile Mini Holdings Corp. 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.
Compensation Discussion and Analysis
The Compensation Committee considers both 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.
Compensation Discussion and Analysis
| Base Salary | + | Annual Incentive Bonus | + | Long-Term Equity Awards | = | Total Direct Compensation |
Compensation Discussion and Analysis
This section describes these elements and details the amounts earned by our NEOs in fiscal 2024. 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 March 2024, effective with the first pay period in fiscal 2025. That adjustment is not reflected in the tables below, which reflect compensation in effect for fiscal 2024. Prior to that adjustment, we had last adjusted our NEOs’ base salaries in January 2023. 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.
Compensation Discussion and Analysis
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”).
Compensation Discussion and Analysis
The Corporate Performance Achievement (“CPA”) factors and targets for fiscal 2024 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. The Bonus Plan grants the Compensation Committee discretion to adjust the amount of any bonus paid to a NEO based on individual performance. The Compensation Committee may also decide not to pay a bonus even when performance targets have been met. A full discussion of the annual incentive bonus performance metrics is included in the chart on page 40. We calculate bonuses using the following formula:
Compensation Discussion and Analysis
| Base Salaryx | Target Percentage of Base Salaryx | Performance Achievement | = | Annual Incentive Payment |
Compensation Discussion and Analysis
| Name (1) | Fiscal 2024 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 |
Compensation Discussion and Analysis
| (1) In conjunction with the compensation adjustments approved for fiscal 2025, the Compensation Committee approved annual incentive target percents of 133% for Mr. Yost, 125% for Ms. Hough, 120% for Mr. Larson and 140% for Messrs. Kimmell and Lyall. |
Compensation Discussion and Analysis
| Name | Fiscal 2024 Base Salary ($) | Annual Incentive Target (%) | Annual Incentive Target ($) | Annual Incentive Maximum ($) | Performance Achievement (% of Payout) | Fiscal 2024 Annual Incentive Bonus ($) | | Mark Yost | 750,000 | 133% | 997,500 | 1,995,000 | 0% | — | | Laurie Hough | 500,000 | 125% | 625,000 | 1,250,000 | 0% | — | | Tim Larson | 400,000 | 80% | 320,000 | 640,000 | 0% | — | | Joseph Kimmell | 385,000 | 140% | 539,000 | 1,078,000 | 0% | — | | Wade Lyall | 385,000 | 140% | 539,000 | 1,078,000 | 0% | — |
Compensation Discussion and Analysis
| Step One: Select Performance Measures | For fiscal 2024, 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 2024. | | | | Performance Measure | Target Percentage | | | Consolidated EPS | 50% | | | Consolidated Revenue | 50% |
Compensation Discussion and Analysis
| Step Two: Select Performance Targets | Performance Target | Consolidated EPS | Consolidated Revenue ($ mil) | | | Threshold | $3.43 | $1,890 | | | Target | $3.81 | $2,100 | | | Over-Perform | $4.19 | $2,310 | | | Maximum | $4.57 | $2,520 | | Step Three: Select Performance Achievement | The Compensation Committee then established the following performance payout scale for each Company Performance Achievement factor for fiscal 2024: • 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 2024, the Compensation Committee confirmed that the Company achieved $2.53 in Consolidated EPS and $2,025 million of Consolidated Revenue, which included the results of operations of Regional Homes subsequent to the October 2023 acquisition. The Compensation Committee declined to exercise its discretion to include the Regional Homes results for purposes of measuring performance against fiscal 2024 targets. Excluding the Regional Homes results, the Company did not achieve threshold in either CPA factor and therefore no bonus was approved to be paid to the NEOs for fiscal 2024 performance. | | |
Compensation Discussion and Analysis
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 2024 and 2023 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 2024 we granted each of our NEOs two types of long-term equity awards:
Compensation Discussion and Analysis
| 1) | Performance stock units (“PSUs”)* – comprising 50% of the total long-term equity grant; and |
Compensation Discussion and Analysis
| 2) | Restricted stock units (“RSUs”) – comprising 50% of the total long-term equity grant. |
Compensation Discussion and Analysis
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.
Performance Stock Units
Performance Stock Units PSUs, which were granted to the NEOs on March 29, 2024, 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 2024, 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. The rTSR portion of the award represented 60% and the SFHC Market Share portion of the award represented 40%. 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 March 30, 2024. 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.
Performance Stock Units
| * The value of these awards reflected in the table on page 43 and in the Summary Compensation Table on page 48 is the grant date fair value determined for accounting purposes using, in part, a Monte Carlo simulation model, which applies a valuation factor to the target award to estimate the probable outcome of the performance conditions and resulted in a higher grant date fair value than the target award. |
Performance Stock Units
| Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement | 41 |
Performance Stock Units
The formula governing the earnout of the PSUs is set forth below.
Performance Stock Units
| Total Shareholder Return | Percentile Rank | | Payout % | | Threshold | 25 | th. | 50% | | Target | 55 | th. | 100% | | Maximum | 80 | th. | 200% | | Single Family Home Completion Market Share | Percent | | Payout % | | Threshold | 2.50 | | 50% | | Target | 2.75 | | 100% | | Maximum | 3.00 | | 200% |
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 2024 will vest, if at all, at the end of the three-year performance period concluding on March 29, 2027. 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.
Restricted Stock Units
Restricted Stock Units The Company granted RSUs to each of the NEOs on March 29, 2024, 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).
Restricted Stock Units
| 42 | |
Restricted Stock Units
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.
Stock Options
Stock Options Prior to fiscal 2022, the Company granted stock options to our NEOs. 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 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 has not included stock options in the long-term incentive awards since fiscal 2021.
Fiscal 2024 Long-Term Equity Awards
Fiscal 2024 Long-Term Equity Awards In fiscal 2024, 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.
Fiscal 2024 Long-Term Equity Awards
| Name | Grant Date Fair Value of PSUs ($) | Grant Date Fair Value of RSUs ($) | Total Grant Date Fair Value ($) | | Mark Yost | 2,703,469 | 2,205,499 | 4,908,968 | | Laurie Hough | 902,302 | 736,102 | 1,638,404 | | Tim Larson | 721,821 | 588,864 | 1,310,685 | | Joseph Kimmell | 651,067 | 531,142 | 1,182,209 | | Wade Lyall | 651,067 | 531,142 | 1,182,209 |
Fiscal 2024 Long-Term Equity Awards
| Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement | 43 |
Fiscal 2024 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.
Fiscal 2024 Long-Term Equity Awards
| CEO Annual Total Direct Compensation | Average NEO Annual Total Direct Compensation | | | |
Fiscal 2024 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 2024, as well as the breakdown of variable compensation that was based on annual and long-term Company performance and/or stock price.
Fiscal 2024 Long-Term Equity Awards
| | Percentage of Annual Total Direct Compensation | | Percentage of Annual Variable Compensation | | | Name | Fixed | Variable | Annual | Long-Term | | Mark Yost | 11% | 89% | 17% | 83% | | Laurie Hough | 18% | 82% | 28% | 72% | | Tim Larson | 20% | 80% | 20% | 80% | | Joseph Kimmell | 18% | 82% | 31% | 69% | | Wade Lyall | 18% | 82% | 31% | 69% |
Fiscal 2024 Long-Term Equity Awards
| 44 | |
Fiscal 2024 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 48. 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. 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.
Fiscal 2024 Long-Term Equity Awards
| Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement | 45 |
Fiscal 2024 Long-Term Equity Awards
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:
Fiscal 2024 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 |
Fiscal 2024 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 March 30, 2024, 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 equity awards that qualify for the Holding Requirements. Prohibition on Hedging and Pledging The Company’s Insider Trading Policy prohibits all Skyline Champion associates who are subject to pre-clearance procedures from engaging in any hedging or pledging transactions involving Skyline Champion stock. This prohibition applies to both our executive officers 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.
Fiscal 2024 Long-Term Equity Awards
| 46 | |
Fiscal 2024 Long-Term Equity Awards
COMPENSATION COMMITTEE REPORT ⬛
Compensation Committee Report
| 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 (6) | Total ($) | | Mark Yost President and Chief Executive Officer | 2024 | 750,000 | — | 4,908,968 | — | — | — | 13,530 | 5,672,498 | | | 2023 | 719,231 | — | 5,822,066 | — | 1,525,178 | — | 11,171 | 8,077,646 | | | 2022 | 676,154 | — | 3,660,296 | — | 1,420,000 | — | 9,292 | 5,765,742 | | Laurie Hough Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 500,000 | — | 1,638,404 | — | — | — | 13,065 | 2,151,469 | | | 2023 | 480,769 | — | 1,988,455 | — | 955,625 | — | 11,123 | 3,435,972 | | | 2022 | 459,616 | — | 1,270,869 | — | 760,000 | — | 9,104 | 2,499,589 | | Tim Larson Chief Growth Officer | 2024 | 400,000 | — | 1,310,685 | — | — | — | 9,905 | 1,720,590 | | | 2023 | 392,308 | — | 1,622,548 | — | 489,280 | — | 9,185 | 2,513,321 | | | 2022 | 360,000 | 150,000(2) | 1,737,525 | 103,022 | 574,286 | — | 3,375 | 2,928,208 | | Joseph Kimmell Executive Vice President, Operations | 2024 | 385,000 | — | 1,182,209 | — | — | — | 11,677 | 1,578,886 | | | 2023 | 377,307 | — | 1,431,633 | — | 824,131 | — | 7,932 | 2,641,003 | | | 2022 | 367,308 | — | 915,113 | — | 600,000 | — | 9,608 | 1,892,029 | | Wade Lyall Executive Vice President, Sales and Business Development | 2024 | 385,000 | — | 1,182,209 | — | — | — | 9,637 | 1,576,846 | | | 2023 | 377,307 | — | 1,431,633 | — | 824,131 | — | 8,290 | 2,641,361 | | | 2022 | 367,308 | — | 915,113 | — | 600,000 | — | — | 1,882,421 |
Compensation Committee Report
| | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (3) (4) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in thousands) ($) | Company Selected Measure—Revenue (in thousands) ($) (6) | | Year | | | | | Cumulative Total Shareholder Return ($) | Cumulative Peer Group Shareholder Return ($) (5) | | | | 2024 | 5,672,498 | 4,968,664 | 1,756,948 | 1,609,135 | 542.16 | 416.21 | 146,696 | 2,024,823 | | 2023 | 8,077,646 | 11,308,701 | 2,807,914 | 3,727,096 | 479.78 | 273.42 | 401,802 | 2,606,560 | | 2022 | 5,765,742 | 9,156,467 | 2,160,329 | 3,003,453 | 350.00 | 217.54 | 248,044 | 2,207,229 | | 2021 | 2,635,562 | 7,280,148 | 1,104,635 | 2,446,060 | 288.65 | 269.19 | 84,899 | 1,420,881 |
Compensation Committee Report
| (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. |
Director Compensation
Director Compensation Our non-employee directors are compensated for their services as described below. DIRECTOR COMPENSATION PROGRAM The following table describes the components of our non-employee director compensation program for fiscal 2024, which remain unchanged from fiscal 2023. The Compensation Committee periodically reviews this program and recommends changes to the Board as appropriate.
Director Compensation
| 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 $7,500 for the Nominating and Governance Committee |
Director Compensation
| (1) In addition to the compensation elements disclosed above, we reimburse our directors for travel and other necessary business expenses incurred in the performance of their services to us. |
Director Compensation
| (2) The annual equity retainer consists of RSUs that vest on the earlier of the one-year anniversary of the vesting commencement date or the next Annual Meeting of Shareholders. RSUs granted to non-employee directors in fiscal 2024 will vest on July 27, 2024, generally subject to continued service through such date. RSUs will vest in full in the event a director’s service is terminated by the Company without “cause” or by reason of the director’s “disability” (as each such term is defined in the Equity Incentive Plan) or if the director’s service terminates due to the director’s death. Delivery of the shares underlying the vested RSUs shall occur upon the earlier of: (i) the vesting date; and (ii) the occurrence of a change in control (as defined in the RSU award agreement). Each non-employee director RSU award agreement also incorporates provisions with respect to perpetual confidentiality. A breach by the non-employee director of such provisions could result in such non-employee director’s termination for cause and the termination of the RSU award for no consideration. |
Director Compensation
| 60 | |
Director Compensation
DIRECTOR COMPENSATION ⬛ NON-EMPLOYEE DIRECTOR COMPENSATION IN FISCAL 2024 The following table provides each element of non-employee director compensation during fiscal 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Keith Anderson | 75,000 | 100,000 | 175,000 | | Michael Berman | 91,000 | 100,000 | 191,000 | | Timothy Bernlohr (3) | 42,589 | — | 42,589 | | Eddie Capel | 117,429 | 100,000 | 217,429 | | Erin Mulligan Helgren | 85,000 | 100,000 | 185,000 | | Michael Kaufman | 90,000 | 100,000 | 190,000 | | Tawn Kelley (4) | 55,982 | 100,000 | 155,982 | | Nikul Patel | 75,000 | 100,000 | 175,000 | | Gary Robinette | 72,500 | 100,000 | 172,500 |
Director Compensation
| (1) Represents the cash compensation earned in fiscal 2024 for Board and Committee service. |
Director Compensation
| (2) Represents the aggregate grant date fair value of stock awards made in fiscal 2024 as determined in accordance with ASC 718, disregarding the effects of estimated forfeitures. The Company grants RSUs annually to each non-employee director in conjunction with their appointment to the Board of Directors. On July 27, 2023, the Company granted each non-employer director 1,496 shares of RSUs, which remained unvested as of June 4, 2024. |
Director Compensation
| (3) Mr. Bernlohr retired from the Board of Directors effective upon the conclusion of the 2023 annual meeting of shareholders. |
Director Compensation
| (4) Ms. Kelley was elected to the Board of Directors as of July 27, 2023 in conjunction with the 2023 annual meeting of shareholders. |
Director Compensation
| Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement | 61 |
Director Compensation
⬛ DIRECTOR COMPENSATION SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS As of June 4, 2024, our directors and executive officers beneficially owned, including share-based awards expected to vest and be issued or will become exercisable within 60 days, in the aggregate, 4,017,752 shares of Skyline Champion common stock (or collectively approximately 6.9% of the outstanding shares of Common Stock). The following table describes the shares of Skyline Champion common stock that each of the following persons beneficially owned as of June 4, 2024 by each of Skyline Champion’s current directors, Skyline Champion’s NEOs, all of Skyline Champion’s current directors and executive officers as a group, and each other person known to Skyline Champion to beneficially own more than five percent of the outstanding shares of Skyline Champion common stock.
Director Compensation
| Name** | Position | Shares of Common Stock Beneficially Owned | Percent of Class | | DIRECTORS: (1) | | | | | Mark Yost | President and Chief Executive Officer, Director | 403,666(9) | * | | Keith Anderson | Director | 238,098 | * | | Michael Berman | Director | 11,595 | * | | Eddie Capel | Chairman of the Board, Director | 11,452 | * | | Erin Mulligan Helgren | Director | 4,944 | * | | Michael Kaufman | Director | 3,012,162(10) | 5.2% | | Tawn Kelley | Director | 1,496 | * | | Nikul Patel | Director | 3,194 | * | | Gary Robinette | Director | 37,710(11) | * | | EXECUTIVE OFFICERS: | | | | | Laurie Hough | Executive Vice President, Chief Financial Officer and Treasurer | 122,533 | * | | Tim Larson | Chief Growth Officer | 26,425 | * | | Joseph Kimmell | Executive Vice President, Operations | 14,144 | * | | Wade Lyall | Executive Vice President, Sales and Business Development | 43,243 | * | | All executive officers and directors of Skyline Champion as a group (15 persons) (2) | | 4,017,752 | 6.9% | | GREATER THAN 5% SHAREHOLDERS (3): | | | | | Wellington Management Group LLP (4) | | 8,047,679 | 13.9% | | The Vanguard Group, Inc. (5) | | 5,362,275 | 9.3% | | BlackRock Fund Advisors (6) | | 4,349,673 | 7.5% | | Capital World Investors (7) | | 3,537,865 | 6.1% | | MAK Champion Investment LLC and related investment funds (8) | | 3,000,000 | 5.2% |
Director Compensation
| * Indicates less than 1.0% of the total number of outstanding shares of Skyline Champion common stock calculated in accordance with Rule 13d-3 under the Exchange Act. |
Director Compensation
| ** Unless otherwise indicated, the address for all persons is 755 West Big Beaver Road, Suite 1000, Troy, Michigan 48084. |
Director Compensation
| (1) Information with respect to the directors and executive officers is based on our records and data supplied by each of the directors and executive officers. Information with respect to beneficial owners of more than five percent of the outstanding shares of our common stock is based on filings those persons have made with the SEC. |
Director Compensation
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Director Compensation
DIRECTOR COMPENSATION ⬛
Director Compensation
| (2) In addition to shares held by the directors and named executive officers identified in the table above, 42,583 shares and 44,506 shares are beneficially owned by Skyline Champion executive officers Robert Spence, Senior Vice President, General Counsel and Secretary, and Timothy Burkhardt, Vice President and Controller, respectively. |
Director Compensation
| (3) Information reported with respect to greater than 5% shareholders is as of December 31, 2023. |
Director Compensation
| (4) The address of Wellington Management Group LLP is 280 Congress Street, Boston, MA 02210. |
Director Compensation
| (5) The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
Director Compensation
| (6) The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. |
Director Compensation
| (7) The address of Capital World Investors is 333 South Hope Street, Los Angeles, CA 90071. |
Director Compensation
| (8) MAK Champion Investment LLC is wholly owned by MAK Capital Fund LP. MAK GP LLC is the general partner of, and MAK Capital One LLC is the investment adviser to MAK Capital Fund LP. The business address of each of the entities and persons identified above is 590 Madison Avenue, 31st Floor, New York, NY 10022. |
Director Compensation
| (9) Consists of (i) 200,387 shares of Skyline Champion common stock held of record by Mr. Yost, including shares of our common stock issuable upon the vesting of restricted stock units within 60 days of June 4, 2024, (ii) 144,000 shares of our common stock held of record by the U.S. Trust Company of Delaware, as Trustee of the Mark J. Yost Family Gift Trust UAD December 8, 2021, and (iii) 59,279 shares of our common stock held of record by Mr. Yost’s wife. Under the Trust, Mr. Yost indirectly retained the right to vote the shares. |
Director Compensation
| (10) Michael Kaufman is the managing member of MAK GP LLC and MAK Management LLC. The shares included in this column represent 12,162 shares held directly by Mr. Kaufman and 3,000,000 shares held by MAK Champion Investment, LLC (“MAK Champion”). |
Director Compensation
| (11) Consists of (i) 3,194 shares of Skyline Champion common stock held of record by Mr. Robinette, including shares of our common stock issuable upon the vesting of restricted stock units within 60 days of June 4, 2024, and (ii) 34,516 shares of our common stock held of record by Robinette Family, LLC. Mr. Robinette retained the rights to vote the shares. |
Director Compensation
EQUITY COMPENSATION PLAN INFORMATION The following table provides information as of March 30, 2024, with respect to our equity-based compensation plans under which shares of our common stock have been authorized for issuance:
Director Compensation
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) (A) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2) (B) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (C) | | Equity compensation plans approved by Stockholders | 1,303,053 | $30.08 | 3,202,828 | | Equity compensation plans not approved by Stockholders | — | — | — | | Total | 1,303,053 | $30.08 | 3,202,828 |
Director Compensation
| (1) This amount represents the following: (a) 331,183 shares subject to the vesting and/or exercise of outstanding options; (b) 601,491 shares subject to vesting of outstanding performance-based restricted stock units reflected at the maximum potential vesting; and (c) 370,379 shares subject to vesting of outstanding restricted stock units. The options, performance-based restricted stock units and restricted stock units were all granted under our 2018 Equity Incentive Plan. |
Director Compensation
| (2) The weighted-average exercise price is calculated solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of performance-based restricted stock units and time-based restricted stock units, which have no exercise price. |
Director Compensation
| Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement | 63 |