Cavco Industries, Inc DEF 14A, filed Jun 15, 2023

Cavco Industries, Inc. (CVCO)

DEF 14A 2023-06-15

View Original

Added on June 12, 2026

About this DEF 14A

Cavco Industries, Inc filed this DEF 14A on June 15, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Date: August 1, 2023 Time: 9:00 AM Local Time Place: Cavco Industries, Inc. 3636 North Central Avenue Phoenix, Arizona 85012 Voting Information To ensure representation of your shares at the Annual Meeting, you must vote in the manner described within the accompanying proxy by:		Items of Business:
		1.	To elect two Directors to the Class II Director group to serve until the Annual Meeting of Shareholders in 2026, or until their successors have been elected and qualified;
		2.	To hold an advisory vote to approve the compensation of the Company’s named executive officers;
		3.	To hold an advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers;
		4.	To approve the Cavco Industries, Inc. 2023 Omnibus Equity Incentive Plan;
		5.	To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2024; and
		6.	To transact such other business as may properly come before the meeting or any adjournment thereof.

	(1) Telephone;	Annual Report: The Company’s Annual Report is enclosed and may also be viewed on the Company’s website at

	(2) The Internet; or	https://investor.cavco.com/annualmeeting

	(3) Mail.	Who Can Vote: You can vote if you were a shareholder of record at the close of business on June 2, 2023.

The deadline for voting by telephone or online is 11:59 PM (EDT) on July 31, 2023. If voting by mail, all proxies must be received before the Annual Meeting.		By Order of the Board of Directors

		Mickey R. Dragash Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer

PROXY STATEMENT		1

Annual Meeting of Shareholders		1

PROXY SUMMARY		1

Purposes of the Annual Meeting		1

STOCK OWNERSHIP		2

PROPOSAL NO. 1: ELECTION OF DIRECTORS		4

Nominees for Director Standing for Election in Class II		5
Continuing Directors		6

DIRECTOR COMPENSATION		10

Board and Committee Meetings		11
Director Nominating Process		13
Other Board Matters		15

ENVIRONMENTAL, SOCIAL AND GOVERNANCE		18

MANAGEMENT		22

Executive Officers		22

EXECUTIVE COMPENSATION		26

COMPENSATION DISCUSSION AND ANALYSIS		26

Overview of the Company’s Compensation Program		26
Compensation Philosophy		27
Objectives of the Company’s Fiscal Year 2023 Compensation Program		27
Role of Management in Establishing and Awarding Compensation		27
Independent Compensation Consultant		27
Clawback Policy		28
Shareholder Approval of our Compensation Decisions		28
Benchmarking Methodology		29

COMPONENTS OF EXECUTIVE COMPENSATION		30

Employment Agreements in Effect for 2023		33
Compensation Policies and Practices as They Relate to Risk Management		35

Compensation Committee Report		35

SUMMARY COMPENSATION TABLE		36

GRANTS OF PLAN-BASED AWARDS		37

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END		38

OPTION EXERCISES AND STOCK VESTED		39

CEO PAY RATIO DISCLOSURE		39

PAY VERSUS PERFORMANCE		41

PROPOSAL NO. 2: ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS		44

PROPOSAL NO. 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS		45

PROPOSAL NO. 4: APPROVAL OF THE CAVCO INDUSTRIES, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN		46

AUDIT FEES		54

Report of the Audit Committee		55

PROPOSAL 5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		56

ABOUT THE ANNUAL MEETING: FREQUENTLY ASKED QUESTIONS		57

GENERAL INFORMATION		60

APPENDIX A – CAVCO INDUSTRIES, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN		A-1


Proposals and Board Recommendations		BOARD RECOMMENDATION	PAGE REFERENCE

1.	Elect two Class II Directors to serve until the Annual Meeting of Shareholders in 2026, or until their successors have been elected and qualified;	FOR	4
2.	Approve, on an advisory basis, the compensation of the Company’s named executive officers;	FOR	44
3.	Approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers;	1 YEAR	45
4.	Approve the Cavco Industries, Inc. 2023 Omnibus Equity Incentive Plan; and	FOR	46
5.	Ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2024.	FOR	56


	Cavco Common Stock
Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class

5% Holders⁽¹⁾

BlackRock, Inc.⁽²⁾ 55 East 52nd Street New York, NY 10055		1,369,256	15.78%

The Vanguard Group⁽³⁾ 100 Vanguard Blvd. Malvern, PA 19355		870,897	10.04%

Joseph H. Stegmayer⁽⁴⁾ P.O. Box 13708 Chandler, AZ 85248		518,972	5.98%
Directors, Director Nominees and Named Executive Officers⁽⁵⁾
Allison K. Aden		668	*
Susan L. Blount		12,150	*
William C. Boor		63,762	*
Steven G. Bunger		13,542	*
Brian R. Cira		1,383	*
Mickey R. Dragash		6,729	*
David A. Greenblatt		18,600	*
Richard A. Kerley⁽⁶⁾		12,150	*
Steven W. Moster		1,700	*
Matthew A. Niño		2,778	*
Julia W. Sze		2,300	*
All directors, director nominees and all executive officers of Cavco as a group (15 individuals)		151,466	1.73%

		Sincerely,

		Steven G. Bunger Chairman of the Board of Directors
		June 15, 2023


Susan L. Blount Age 65 Director since January 2019 Committees: Compensation, Corporate Governance and Nominating, Legal and Compliance Oversight (Chair)	Ms. Blount is the Chair of the Board’s Legal and Compliance Oversight Committee and a member of the Board’s Compensation Committee and Corporate Governance and Nominating Committee. From 2005 to 2015, Ms. Blount served as Senior and then Executive Vice President and General Counsel for Prudential Financial, Inc. (“Prudential”) (NYSE: PRU), a leading provider of insurance, retirement and asset management products and services. In that role, Ms. Blount led Prudential’s global law, compliance, business ethics and external affairs functions. Since 2016, she has served as adjunct professor at the University of Texas School of Law (“UT Law”). She is a founding member of UT Law’s Center for Women in Law where she served as Interim Executive Director from March 2019 to January 2020. Since April 2021, Ms. Blount has served as a Director of CS Disco, a legal technology company that applies artificial intelligence and cloud computing to help lawyers and legal teams.

		Qualifications: Ms. Blount brings to our Board significant experience in corporate governance, risk management, executive compensation, legal, compliance, strategy, insurance and financial services.

William C. Boor Age 57 Director since July 2008 Committees: None	Mr. Boor is the President and Chief Executive Officer (“CEO”) of Cavco, commencing on April 15, 2019 and has been a member of Cavco’s Board since July 2008. Mr. Boor was previously CEO of Great Lakes Brewing Company, a large craft brewing company based in Cleveland, Ohio, a position he had held since September 2015. From December 2014 to September 2015, Mr. Boor was principal of MIB Holding Co LLC (“MIB Holdings”), a mining development company. From 2007 to 2014, Mr. Boor served in various executive positions with Cliffs Natural Resources, Inc. (“Cliffs”), including Executive Vice President for Corporate Development, Chief Strategy & Risk Officer and President of Ferroalloys. Prior to his employment with Cliffs, Mr. Boor held key leadership roles at American Gypsum, Centex, Weyerhaeuser Co. (NYSE: WY) and Procter & Gamble Co. (NYSE: PG).

		Qualifications: Mr. Boor brings to our Board diverse experience in financial management, investor relations, management, manufacturing, marketing, and process engineering, and is our President and CEO.


Steven G. Bunger Age 62 Chairman of the Board since April 2019; Director since April 2004 Committees: None	Mr. Bunger is our Non-Executive Chairman of the Board. Since 2014, Mr. Bunger has served as President and CEO of Pro Box Portable Storage, Inc., a provider of portable storage solutions in Arizona, Oklahoma and Colorado. From 2001 to 2012, he served as Chairman of the Board of Mobile Mini, Inc. (“Mobile Mini”), one of the nation’s largest providers of portable storage containers and mobile offices in the U.S., Canada and the U.K. Mr. Bunger joined Mobile Mini in 1983 and served as its President and CEO from 1997 to 2012. He also held numerous executive roles with Mobile Mini including Vice-President of Operations and Marketing and Executive Vice President and Chief Operating Officer.

		Qualifications: Mr. Bunger brings to the Company’s Board a breadth of operational, managerial and marketing experience from running one of the world’s leading providers of portable storage solutions. Additionally, Mr. Bunger has extensive acquisition experience which he uses to guide the Company’s management and Board in evaluating growth opportunities.

Steven W. Moster Age 53 Director since January 2020 Committees: Compensation (Chair)	Mr. Moster is Chairman of the Board’s Compensation Committee and a member of the Board’s Corporate Governance and Nominating Committee. Since 2014, Mr. Moster has served as the CEO and Executive Director of Viad Corp (“Viad”) (NYSE: VVI). He has served in various executive management roles within Global Experience Specialists (a division of Viad), including Executive Vice President– Chief Sales & Marketing Officer from 2008 to February 2010, Executive Vice President– Products and Services from 2006 to 2008 and Vice President– Products & Services Business from 2005 to 2006. Prior to his work at Viad, Mr. Moster was an Engagement Manager for McKinsey & Co., a top-tier management consulting firm, in Atlanta, Georgia and a Research Scientist with Kimberley-Clark Corporation (NYSE: KMB), a Fortune 500 company, also in Atlanta, Georgia.
		Qualifications: Mr. Moster brings to our Board successful experience leading a well-established public company, executing growth strategies and improving operating efficiencies.

David A. Greenblatt Age 61 Director since October 2008 Committees: Audit, Corporate Governance and Nominating (Chair), Legal and Compliance Oversight	Mr. Greenblatt is Chairman of the Board’s Corporate Governance and Nominating Committee and a member of the Board’s Audit Committee and Legal and Compliance Oversight Committee. Mr. Greenblatt is the retired Senior Vice President and Deputy General Counsel for Eagle Materials, Inc. (“Eagle Materials”) (NYSE: EXP), a company specializing in construction products and building materials headquartered in Dallas, Texas, where he worked from 2005 to 2012. He currently is a licensed practicing attorney in Texas and is the President of White Sand Investments, LLC, a privately-held real estate investment and management company. From 2000 to 2002, he was Senior Vice President – Mergers & Acquisitions for Eagle Materials. Mr. Greenblatt also held various roles with Centex Corporation (“Centex”) (NYSE: CTX), a Dallas based homebuilder (now a part of PulteGroup, Inc.) (NYSE: PHM), including Vice President and General Counsel of its Investment Real Estate Group, Vice President and Assistant General Counsel of Centex and General Counsel of Cavco. Prior to joining Centex, Mr. Greenblatt was an associate in the corporate and securities group at the law firm of Hughes & Luce, LLP (now K&L Gates, LLP) in Dallas, Texas.

		Qualifications: In addition to his executive management and legal experience, Mr. Greenblatt brings to the Company’s Board his knowledge of the Company and industry by having served as the Company’s General Counsel while he was employed by Centex.

Richard A. Kerley Age 73 Director since February 2019 Committees: Audit (Chair), Corporate Governance and Nominating, Legal and Compliance Oversight	Mr. Kerley is Chairman of the Board’s Audit Committee, and a member of the Board’s Corporate Governance and Nominating Committee and Legal & Compliance Oversight Committee. Since 2010, Mr. Kerley has been a Director with ModivCare Inc. (Nasdaq: MODV), a technology-enabled healthcare services company that provides a platform of integrated supportive care solutions for public and private payors and their patients in the United States, where he serves as Audit Committee Chairman and Compensation Committee Chairman. From 2014 until May 31, 2019, Mr. Kerley was a Director of The Joint Corp. (Nasdaq: JYNT), a rapidly growing franchisor and operator of chiropractic clinics, where he served as Compensation Committee Chairman and a member of the Audit Committee. From 2008 to 2014, he was Chief Financial Officer and a Director of Peter Piper, Inc., a privately held pizza and entertainment restaurant chain until it was acquired by CEC Entertainment in 2014. From 2005 to 2008, Mr. Kerley was Chief Financial Officer of Fender Musical Instruments Corporation, a privately held manufacturer and wholesaler of musical instruments and equipment. Mr. Kerley spent over 30 years at Deloitte & Touche LLP, a multinational accounting and professional services firm, where he served as an audit partner from 1981 to 2005.

		Qualifications: Mr. Kerley brings to our Board valuable insight with his extensive audit, financial and operational expertise.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		Total ($)

Susan L. Blount		102,500		112,631		215,131
Steven G. Bunger	101,250⁽²⁾			162,689		263,939
David A. Greenblatt		105,000		112,631		217,631
Richard A. Kerley		107,500		112,631		220,131
Steven W. Moster		91,250		112,631		203,881
Julia W. Sze		90,000		112,631		202,631

DIRECTOR NAME	AUDIT COMMITTEE	COMPENSATION COMMITTEE	CORPORATE GOVERNANCE AND NOMINATING COMMITTEE	LEGAL AND COMPLIANCE OVERSIGHT COMMITTEE

Susan L. Blount				CHAIR
David A. Greenblatt			CHAIR
Richard A. Kerley*	CHAIR
Steven W. Moster		CHAIR
Julia W. Sze


MEMBERS		KEY RESPONSIBILITIES


Richard A. Kerley, Chair David A. Greenblatt Julia W. Sze Audit Committee Financial Expert	•		Oversees the integrity of the Company’s financial statements;
	•		Approves all fees related to audit and non-audit related services provided by the independent registered public accounting firm;
	•		Has the sole authority to appoint, retain, terminate and determine the compensation of the Company’s independent registered public accounting firm;
	•		Oversees the Company’s systems of internal accounting and financial controls;
	•		Meets with the Company’s independent registered public accounting firm outside the presence of management to discuss financial reporting, including internal accounting controls and policies and procedures;
THE COMMITTEE HELD FOUR MEETINGS DURING FISCAL YEAR 2023.	•		Reviews annual internal audit plan, including a fraud risk assessment;
	•		Reviews certain financial disclosures;
	•		Reviews and implements the Code of Conduct;
	•		Oversees the Company’s “whistle blower” procedures;
	•		Reviews and approves all related-party transactions; and
	•		Focuses on qualitative aspects of financial reporting to the shareholders of the Company as well as the Company’s processes to manage business, financial and compliance with significant applicable legal, ethical and regulatory requirements.


MEMBERS		KEY RESPONSIBILITIES


Steven W. Moster, Chair Susan L. Blount Julia W. Sze	•	Oversight of the Company's overall compensation structure, policies and programs;
	•	Reviews and approves individual and overall company goals and objectives related to executive compensation as well as evaluates executive performance in light of those goals;
	•	Administers the Company’s equity incentive plans, approving any proposed amendments or modifications;
THE COMMITTEE HELD FIVE MEETINGS DURING FISCAL YEAR 2023.	•	Reviews and approves compensation arrangements with executive officers of the Company;
	•	Oversees the Company’s stock ownership guidelines;
	•	Provides Compensation Committee reports for inclusion in appropriate regulatory filings; and
	•	May engage a compensation consultant of its choice and terminate the engagement at any time while determining the breadth and scope of the external compensation consultant’s services.


MEMBERS		KEY RESPONSIBILITIES


David A. Greenblatt, Chair Susan L. Blount Richard A. Kerley Steven W. Moster	•	Identifies:
		(1)	Director candidates for its recommendation to the Board for election for the Company’s next annual meeting or to fill vacancies; and
		(2)	Candidates that it recommends to the Board for appointment as the Chairman of the Board.
	•	Develops and recommends the Company’s Corporate Governance Guidelines
	•	Oversees the effectiveness of the Company’s governance practices;
THE COMMITTEE HELD SIX MEETINGS DURING FISCAL YEAR 2023.	•	Responds to shareholder requests and inquiries;
	•	Reviews and recommends Director training initiatives and reviews Director onboarding process;
	•	Oversees the annual evaluation of the Board and its committees;
	•	Makes recommendations to the Board related to the compensation of non-employee directors and monitors the talent management and succession planning program for executive management; and

	•	Considers nominations for the Board from shareholders, as described under “Director Nominating Process.”


MEMBERS		KEY RESPONSIBILITIES


Susan L. Blount, Chair David A. Greenblatt Richard A. Kerley	•	Assists the Board with the oversight of:
		(1)	regulatory, compliance, policy and legal matters as well as related risks, both current and emerging, at the local, state and federal levels that might impact the Company’s business; and
		(2)	ensuring that the Company identifies, prioritizes and effectively mitigates key risks including, but not limited to, legal and regulatory requirements related to corporate governance, data security, labor and employment and operational effectiveness; and
THE COMMITTEE HELD FOUR MEETINGS DURING FISCAL YEAR 2023.
	•	Directs the Company’s implementation of legal and compliance related policies and procedures.

Selection of Independent Directors		The Corporate Governance and Nominating Committee of the Board is responsible for overseeing the process of nominating individuals to stand for election as Directors. At this year’s Annual Meeting, Susan L. Blount and William C. Boor are standing for election. Ms. Blount has been a member of the Board since 2019. Mr. Boor was appointed to the Board in 2008.

Director Qualifications		In evaluating the suitability of individual nominees, nominees for Director are selected on the basis of their integrity, experience, achievements, judgment, intelligence, personal character, ability to make independent analytical inquiries, willingness to devote adequate time to Board duties and likelihood that he/she will be able to serve on the Board for a sustained period.

Diversity		In connection with the selection of nominees for Director, the Corporate Governance and Nominating Committee gives due consideration to diversity in perspectives, backgrounds, business experiences and professional expertise among the Board members and Director nominees.

Proposals by Shareholders		The Company’s Bylaws specify the manner shareholders may make nominations for the election of Directors. Under the Bylaws, in order to bring a proposal before a meeting of shareholders, including the nomination of Directors, a shareholder must deliver timely notice of a proposal pertaining to a proper subject for presentation. To be timely for an annual meeting, a shareholder must deliver notice not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred and twentieth (120^th) day, prior to the first anniversary of the preceding year's annual meeting (provided, however, that in the event that the date of such annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120^th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made by the Company.

Board Diversity Matrix (As of June 2, 2023)
Total Number of Directors		7
	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity
Directors	2	5	-	-
Part II: Demographic Background
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	1	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	1	5	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-	-	-	-
Did Not Disclose Demographic Background	-	-	-	-


Executive Level	Multiplier	Time Frame

President & CEO	5x annual base salary	Within five years of appointment
Chief Financial Officer	3x annual base salary	Within five years of appointment
Executive Vice Presidents	2x annual base salary	No time requirement
Senior Vice Presidents	1x annual base salary	No time requirement
Chief Accounting Officer, Chief Information Officer - President Manufacturing, President - Retail	1x annual base salary	No time requirement

Water and Energy Efficiency			Reducing Waste			Product Safety and Quality
Although minimal water is used in our homebuilding process, we capture, store and reuse rainwater for landscaping needs. Additionally, we seek out and invest in projects that reduce energy use and provide renewable energy for our facilities.			Our manufacturing process of building homes in centralized, environmentally protected building centers allows us to minimize adverse impacts on the environment, resulting in reduced levels of waste.			Cavco’s homes are built to relevant construction and safety codes and a majority are built in conformance with the Federal Manufactured Home Construction and Safety Standards requiring substantive testing on the electricity, water and gas pressure and other safety issues.


	William C. Boor Age 57 President and Chief Executive Officer		Mr. Boor is the President and CEO of Cavco, commencing April 2019, and has been a member of Cavco’s Board since July 2008. Mr. Boor was previously CEO of Great Lakes Brewing Company, a large craft brewing company based in Cleveland, Ohio, a position he had held since September 2015. From December 2014 to September 2015, Mr. Boor was principal of MIB Holding, a mining development company. From 2007 to 2014, Mr. Boor served in various executive positions with Cliffs, including Executive Vice President for Corporate Development, Chief Strategy & Risk Officer and President of Ferroalloys. Prior to his employment with Cliffs, Mr. Boor held key leadership roles at American Gypsum Company, Centex, Weyerhaeuser Co. (NYSE: WY) and Procter & Gamble Co. (NYSE: PG).


	Allison K. Aden Age 62 Executive Vice President and Chief Financial Officer and Treasurer		Ms. Aden is the Executive Vice President, Chief Financial Officer (“CFO”) and Treasurer of Cavco since August 2021. Previously she served as Executive Vice President, CFO of Diversified Technologies, an industry-leading technology solutions provider delivering innovative digital media, collaborative, broadcasting, electronic security and integrated IT solutions from July 2018 to August 2021. Prior to joining Diversified Technologies, Ms. Aden served from November 2015 to May 2018 as Executive Vice President, CFO of Schweitzer-Mauduit International, Inc. (NYSE: SWM), a leading global provider of highly engineered solutions and advanced materials for a variety of industries. Ms. Aden has also held key financial management positions with Americold Realty Trust (NYSE: COLD), Brambles Limited (ASX: BXB), LNR Property Corporation, and PRG-Schultz International (Nasdaq: PRGX). Ms. Aden is a Certified Public Accountant.


	Paul W. Bigbee Age 55 Chief Accounting Officer		Mr. Bigbee has served as Cavco’s Chief Accounting Officer (“CAO”) since June 2020. Prior to joining the Company, he was Vice President, Financial Audit, for Caesars Entertainment, Inc. (Nasdaq: CZR), Las Vegas, Nevada, from 2018 to 2019. From 2006 to 2018, he held various positions of increasing responsibility at Starwood Hotels & Resorts, Scottsdale, Arizona, including Controller, Global Sales & Marketing, from 2017 to 2018; Global Internal Audit Leader and Corporate Audit/Timeshare, from 2014 to 2017; and Senior Director, Financial Reporting and Development Support, from 2006 to 2014.


	Mickey R. Dragash Age 53 Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer		Mr. Dragash has served as our Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer since February 2019. Prior to joining the Company he was Executive Vice-President, General Counsel and Corporate Secretary of Swift Transportation Company, (n/k/a Knight-Swift Transportation Holdings Inc. (NYSE: KNX)) from June 2015 to September 2017; Executive Vice-President, General Counsel and Chief Compliance Officer for Gordon Trucking, Inc. (n/k/a Heartland Express, Inc. (Nasdaq: HTLD)) from 2013 to 2015; Associate General Counsel for DHL Supply Chain Solutions (n/k/a Deutsche Post AG (OTCMKTS: DPSGY)) from 2010 to 2013; and Assistant General Counsel at Walmart Stores, Inc. (NYSE: WMT) from 2004 to 2010. From 2000 to 2004, Mr. Dragash worked in private legal practice for Ohio-based, full-service law firm Roetzel & Andress, LPA.


	Steven K. Like Age 66 Senior Vice President		Mr. Like has served as Senior Vice President since April 2015 and as Vice President from February 2009 to April 2015; he is a director of Standard Casualty Company, Cavco’s insurance subsidiary, and affiliated agencies and an officer of certain of Cavco's subsidiaries. Prior to joining the Company he was Executive Vice President and General Counsel at Patriot Homes from 1995 to February 2009. From 1981 to 1995, Mr. Like worked in private legal practice as a partner at Warrick & Boyn, LLP.


	Brian R. Cira Age 62 President, Manufacturing		Mr. Cira has served as President, Manufacturing, since July 2021. He previously served as Regional Vice President from 2019 to July 2021. Mr. Cira served as President of Fairmont Homes, a subsidiary of the Company, from 2015 to 2019. Prior to that, he spent over 30 years with Fairmont Homes in various positions of increasing responsibility including General Manager and President until the Company acquired Fairmont Homes in 2015.


	Matthew A. Niño Age 55 President, Retail		Mr. Niño has served as President, Retail since March 2020. He served as Executive Vice President of Palm Harbor Villages, Inc. (“PHV”), the Company’s main retail division, from 2010 to March 2020, and in a similar role with Palm Harbor Homes, Inc. (“PHH”), from January 2003 until joining PHV at the time the Company acquired the assets of PHH in April 2011. Mr. Niño joined PHH in 1997 as a Retail Sales Consultant and held various positions of increasing responsibility throughout his tenure with PHH. Prior to joining PHH, Mr. Niño spent seven years with the Pacesetter Corp. as a Sales Manager. Mr. Niño has over thirty years of retail experience.


	Gavin M. Ryan Age 63 President, Standard Casualty Company		Mr. Ryan has served as President of Standard Casualty Company since 2013, and Chairman of its Board of Directors from 1996 to 2013. He served as Executive Vice President of PHH, from 1996 until the Company purchased PHH’s assets in April 2011. He served as President of CountryPlace Mortgage from 1996 to 2002 and as a director of Modern USA Insurance Company, a privately held Florida-based property-casualty insurance company, from 2007 until its merger with American Traditions Insurance Company (“ATI”) in 2018, at which time he became a director of ATI.


	Lyle D. Zeller Age 67 President, CountryPlace Acceptance, Corp.		Mr. Zeller has served as President of CountryPlace Acceptance Corp., Cavco’s finance subsidiary, since 2011 and Executive Vice President from 2002 to 2011. He was Principal of University Financial Associates from 1999 to 2001; Senior Vice President of Green Tree Financial Corp. (“Green Tree”) from 1993 to 1998, and Vice President of Green Tree from 1992 to 1993. Mr. Zeller held the positions of Senior Manager and Manager with KPMG, LLP from 1983 to 1992.


NEOs	Position
William C. Boor	President and CEO
Allison K. Aden	Executive Vice President, CFO & Treasurer
Matthew A. Niño	President, Retail
Brian R. Cira	President, Manufacturing
Mickey R. Dragash	Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer

Component		Description
Base Salaries		Utilized an independent compensation consultant to benchmark salaries

Short-Term Annual Cash Bonus Compensation		A target-based short term incentive program (“STIP”) For several positions, a portion of the STIP potential is assigned to individual performance targets Bonus payouts capped at 200% of target

Long-Term Equity Compensation		Issued time-based RSUs and PRSUs Time vested equity grants defined as a targeted dollar value on date of grant PRSUs to be earned based upon achievement of 3-year targets; settlements are capped at 200% of target award


Name	2022 Annual Base Salary	2023 Annual Base Salary	Percentage Increase

William C. Boor	$850,000	$950,000	12%
Allison K. Aden	$450,000	$450,000	0%
Brian R. Cira	$200,000	$250,000	25%
Matthew A. Niño	$200,000	$200,000	0%
Mickey R. Dragash	$325,000	$325,000	0%


Name	Threshold (x of Target)	Target	Maximum (x of Target)

William C. Boor	0.5x	120%	2x
Allison K. Aden	0.5x	80%	1.5x
Brian R. Cira⁽¹⁾	0.5x	20%	1.5x
Matthew A. Niño ⁽²⁾	0.5x	25%	1.5x
Mickey R. Dragash	0.6x	70%	1.2x


Name	RSUs (#)		PRSUs (#) at Target

William C. Boor		5,480		5,480
Allison K. Aden		1,910		1,910
Brian R. Cira		840		840
Matthew A. Niño		600		600
Mickey R. Dragash		840		840

`
Measure	Weight	Threshold 50%	Target 100%	Stretch 200%	Results to Date

Market share	33%	0%	5%	10%	20.5%
Floors per employee	33%	2%	5%	8%	3.1%
Relative total shareholder return	34%	20%	50%	80%	43.6%

`
	Payout %
NEO	Threshold	Target	Stretch	FY21-23 Share Attainment

William C. Boor	50%	100%	200%		4,999
Matthew A. Niño	50%	100%	150%		306
Mickey R. Dragash	60%	100%	120%		713


Name and Principal Position	Year	Salary ($)		Stock Awards ($) ⁽¹⁾		Option Awards ($)⁽²⁾		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)⁽³⁾		Total ($)


William C. Boor	2023		950,000		2,300,175		—		2,157,238		2,802		5,410,215
President and CEO	2022		850,000		1,915,335		—		1,950,529		1,852		4,717,716
	2021		825,000		703,920		702,216		1,341,517		33,569		3,606,222


Allison K. Aden	2023		450,000		801,703		—		609,233		5,427		1,866,363
Executive Vice President, CFO & Treasurer ⁽⁴⁾	2022		259,615		478,345		—		364,477		61,139		1,163,576


Brian R. Cira	2023		250,000		352,582		—		1,482,481		5,427		2,090,490
President, Manufacturing ⁽⁵⁾	2022		200,000		167,952		—		1,113,990		1,852		1,483,794


Matthew A. Niño	2023		200,000		251,844		—		1,234,760		5,427		1,692,031
President, Retail	2022		200,000		104,970		—		1,213,929		1,852		1,520,751
	2021		200,000		50,280		52,016		766,286		1,852		1,070,434


Mickey R. Dragash	2023		325,000		352,582		—		317,051		5,427		1,000,060
Executive Vice President, General Counsel, Chief	2022		325,000		251,928		—		366,509		1,852		945,289
Compliance Officer & Secretary	2021		325,000		125,700		123,538		312,917		2,321		889,476


	Grant	Estimated future payouts under non-equity incentive plan awards ($) ⁽¹⁾						Estimated future payouts under equity incentive plan awards (#) ⁽⁴⁾						All Other Awards: Number of Securities Underlying Awards		Grant Date Fair Value of Stock Awards
Name	Date	Threshold		Target		Maximum		Threshold		Target		Maximum		(#)		($)⁽⁵⁾


Boor	05/25/2022		570,000		1,140,000		2,280,000		2,740		5,480		10,960		5,480		2,300,175


Aden	05/25/2022		270,000		450,000		530,000		955		1,910		3,820		1,910		801,703


Cira ⁽²⁾	05/25/2022		75,000		100,000		125,000		420		840		1,680		840		352,582


Niño ⁽³⁾	05/25/2022		75,000		100,000		125,000		300		600		1,200		600		251,844


Dragash	05/25/2022		136,500		325,000		370,500		420		840		1,680		840		352,582


		OPTION AWARDS					STOCK AWARDS
Name and Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($) ⁽⁵⁾		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)			Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) ⁽⁵⁾

William C. Boor
	7/9/2017	4,000	—		130.10	7/9/2024⁽¹⁾
	7/9/2018	4,000	—		217.60	7/9/2025⁽¹⁾
	4/15/2019	10,200	—		125.69	4/15/2026⁽²⁾
	6/21/2019	13,100	—		158.36	6/21/2026⁽²⁾
	5/20/2020	7,128	3,672		167.60	5/20/2027⁽²⁾							4,200	⁽⁶⁾		1,334,508
	5/24/2021	—	—	—		N/A		2,245	⁽⁴⁾		713,326		3,350	⁽⁶⁾		1,064,429
	6/28/2021	—	—	—		N/A		771	⁽⁴⁾		244,978		1,150	⁽⁶⁾		365,401
	5/25/2022	—	—	—		N/A		5,480	⁽⁴⁾		1,741,215		5,480	⁽⁶⁾		1,741,215
Allison K. Aden
	8/30/2021	—	—	—		N/A		617	⁽⁴⁾		196,046		920	⁽⁶⁾		292,321
	5/25/2022	—	—	—		N/A		1,910	⁽⁴⁾		606,883		1,910	⁽⁶⁾		606,883
Brian R. Cira
	7/9/2019	750	250		153.94	7/9/2026⁽³⁾
	5/24/2021	—	—	—		N/A		268	⁽⁴⁾		85,154		400	⁽⁶⁾		127,096
	5/25/2022	—	—	—		N/A		840	⁽⁴⁾		266,902		840	⁽⁶⁾		266,902
Matthew A. Niño
	7/9/2019	1,125	375		153.94	7/9/2026⁽³⁾
	5/20/2020	528	272		167.60	5/20/2027⁽²⁾							300	⁽⁶⁾		95,322
	5/24/2021	—	—	—		N/A		168	⁽⁴⁾		53,380		250	⁽⁶⁾		79,435
	5/25/2022	—	—	—		N/A		600	⁽⁴⁾		190,644		600	⁽⁶⁾		190,644
Mickey R. Dragash
	2/6/2019	1,000	—		131.46	2/6/2026⁽²⁾
	6/21/2019	2,300	—		158.36	6/21/2026⁽²⁾
	5/20/2020	1,254	646		167.60	5/20/2027⁽²⁾							750	⁽⁶⁾		238,305
	5/24/2021	—	—	—		N/A		402	⁽⁴⁾		127,731		600	⁽⁶⁾		190,644
	5/25/2022	—	—	—		N/A		840	⁽⁴⁾		266,902		840	⁽⁶⁾		266,902


Executive Officer	Voluntary Termination by Executive Without Good Reason ($)		Voluntary Termination by Executive With Good Reason ($)		Termination by Company Without Cause ($)		Termination by Company With Cause ($)		Death or Disability ($)		Change in Control ($)

William C. Boor		—		9,637,711		9,637,711		—		4,319,287		16,116,896
Allison K. Aden		—		941,995		941,995		—		—		2,644,128
Brian R. Cira		—		—		—		—		—		—
Matthew A. Niño		—		—		—		—		—		—
Mickey R. Dragash		—		1,832,374		1,832,374		—		682,903		2,965,830

									Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for CEO ($) (1)		Compensation Actually Paid to CEO ($) (2)		Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($) (3)(4)		Average Compensation Actually Paid to Non-CEO Named Executive Officers ($) (2)(3)		Total Shareholder Return ($) (5)		Peer Group Total Shareholder Return ($) (6)		Net Income ($ thousands) (7)		Adjusted Pre-tax Income ($ thousands) (8)

2023		5,410,215		7,974,030		1,674,111		2,019,563		214		235		240,841		316,564
2022		4,717,716		4,520,893		1,130,149		1,076,439		164		198		197,742		209,610
2021		3,606,222		5,212,053		968,262		933,183		157		228		76,646		98,602