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CAVCO INDUSTRIES INC

For the period ended Mar 30, 2024. Filed Jun 14, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 30, 2024 · Filed Jun 14, 2024

CVCO$638.55-0.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under Sec. 240.14a-12

Cavco Industries, Inc.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

xNo fee required.
oFee paid previously with preliminary materials
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Fellow Stockholders:

Another fiscal year ends and as Chairman of the Board of Directors of Cavco Industries, Inc., it is my privilege to address you with an update on Cavco’s financial progress, achievements, and outlook. On behalf of the entire Board, Cavco thanks you for your continued support and interest in the Company. Your investment in Cavco has been instrumental in driving the Company’s success.

As your Board, we support the management team in achieving sustainable stockholder value by executing against a clear and focused strategy supported by prudent risk management, sound corporate governance, an executive compensation program aligned with the interests of our stockholders, and a focused approach to environmental, social, and governance (“ESG”) leadership and engagement. The Board would like to highlight a few areas of particular significance for the Company this past fiscal year:

Revenue and Net Income: The Company achieved the second highest revenue total in the history of the Company and the third highest amount of net income.

Profitability: The Company’s focus on operational efficiency and cost optimization resulted in gross profit as a percentage of net revenue of 23.8%.

Health and Safety: Cavco has invested in its employees with training and workforce development programs that focus on safety first. As a result, the Company’s OSHA total recordable incident frequency rate for the calendar year dropped by 33% from the year prior even while adding four new manufacturing facilities to our system.

As the Company moves forward, we remain focused on our long-term strategic objectives and our commitment to sustainable growth. We recognize the challenges that lie ahead, including evolving market and financial dynamics. However, the Company is confident in its ability to navigate these obstacles and capitalize on opportunities.

The attached Notice of Annual Meeting of Stockholders and Definitive Proxy Statement provides all the requisite information concerning all business to be conducted at the upcoming annual meeting. It also describes how the Board operates, gives information about the director candidates, and provides other pertinent information. The Board thanks you for your continued confidence and we appreciate the opportunity to serve Cavco on your behalf.

Sincerely,
Steven G. BungerChairman of the Board of Directors
June 13, 2024

Notice of

2024 Annual Meeting of Stockholders of

Cavco Industries, Inc.

Meeting Information

Date: July 30, 2024Time: 9:00 AM Local TimePlace: Cavco Industries, Inc. 3636 North Central Avenue Phoenix, Arizona 85012Voting InformationTo ensure representation of your shares at the Annual Meeting, you must vote in the manner described within the accompanying proxy. To vote before the Annual Meeting, you must vote by:Items of business to be voted on at the 2024 Annual Meeting of Stockholders:
1.To elect two directors to the Class III Director group to serve until the Annual Meeting of Stockholders in 2027, 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 ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2025; and4.To transact such other business as may properly come before the meeting or any adjournment thereof.
(2) The Internet; orThe Company’s Annual Report is available at www.ProxyVote.com and may also be viewed on the Company’s website at investor.cavco.com/annualmeeting
(3) Mail.Who Can Vote:You can vote if you were a stockholder of record at the close of business on June 3, 2024.
The deadline for voting by telephone or online is 11:59 PM (EDT) on July 29, 2024. If voting by mail, all proxies must be received before the Annual Meeting.By Order of the Board of Directors
Seth G. SchuknechtExecutive Vice President, General Counsel,Corporate Secretary, & Chief Compliance Officer

Cavco Industries, Inc. 2024 Proxy Statement

Table of Contents

PROXY SUMMARY1
Purposes of the Annual Meeting1
ABOUT THE ANNUAL MEETING: FREQUENTLY ASKED QUESTIONS2
STOCK OWNERSHIP5
PROPOSAL NO. 1: ELECTION OF DIRECTORS7
Nominees for Director Standing for Election in Class III8
Continuing Directors9
CORPORATE GOVERNANCE OVERVIEW13
Director Nominating Process14
Board Experience, Expertise, and Composition15
DIRECTOR COMPENSATION16
COMMITTEES17
CORPORATE RESPONSIBILITY20
MANAGEMENT24
Executive Officers24
EXECUTIVE COMPENSATION27
COMPENSATION DISCUSSION AND ANALYSIS27
Overview of the Company’s Compensation Program27
Compensation Philosophy27
Objectives of the Company’s Fiscal Year 2024 Compensation Program28
Role of Management in Establishing and Awarding Compensation28
Independent Compensation Consultant28
Clawback Policy29
Shareholder Approval of our Compensation Decisions29
Benchmarking Methodology29
COMPONENTS OF EXECUTIVE COMPENSATION30
Employment Agreements in Effect for 202433
Compensation Policies and Practices as They Relate to Risk Management35
Compensation Committee Report35
SUMMARY COMPENSATION TABLE36
GRANTS OF PLAN-BASED AWARDS37
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END38
OPTION EXERCISES AND STOCK VESTED40
CEO PAY RATIO DISCLOSURE41
PAY VERSUS PERFORMANCE42
PROPOSAL NO. 2: ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS46
AUDIT FEES47
Report of the Audit Committee48
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM49
GENERAL INFORMATION50
Cavco Industries, Inc.www.cavco.com i
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