CAVCO INDUSTRIES INC

The Compensation Committee of the Board reviews annually all cash and noncash compensation to be paid to our non-employee Directors and recommends any proposed changes to the Board for approval. In fiscal year 2024, we compensated our Directors as follows:

•All non-employee Directors received an annual cash retainer of $75,000, except for the Chairman of the Board, who received $105,000.

•The annual fees paid to each non-employee Director for service on Board committees was:

◦Audit Committee: Chair $20,000 and Member $10,000

◦Compensation, Corporate Governance and Nominating, and Legal and Compliance Oversight committees: Chair $15,000 and Member $7,500

•Except for the Chairman, who received an annual equity award of $160,000 in time-based restricted stock units (“RSUs”), all non-employee Directors were granted $110,000 in value of RSUs that vest 100% upon the anniversary of the grant date (or next annual meeting of stockholders, if earlier). The number of shares granted was calculated using the closing price of the Company’s common stock on the grant date rounded up to the nearest 50 shares.

•All Board members were reimbursed for reasonable travel expenses to attend Board and committee meetings.

Directors who are also employees of the Company do not receive any special or additional remuneration for service on the Board. The following table provides specific information regarding the compensation paid to each non-employee Director during the fiscal year ended March 30, 2024:

(1)Amounts in this column represent the fair value of the RSUs granted based on the closing price of our stock on the grant date, July 31, 2023. The aggregate number of unvested RSUs held by each Director as of March 30, 2024, was: Ms. Blount – 400 RSUs; Mr. Bunger – 600 RSUs; Mr. Greenblatt – 400 RSUs; Mr. Kerley – 400 RSUs; Mr. Moster – 400 RSUs; and Ms. Sze – 400 RSUs. Mr. Greenblatt has made a Board approved irrevocable deferral election as to his 400 unvested RSUs so that they will not be paid out until he retires from the Board or otherwise separates from Cavco. The aggregate number of unexercised options held by Directors as of March 30, 2024, was: Ms. Blount – options to purchase 10,000 shares; Mr. Bunger – options to purchase 4,000 shares; and Mr. Greenblatt – options to purchase 4,000 shares.

Stock Ownership Guidelines

To further align the interests of Cavco’s leadership with those of the stockholders as well as promote our commitment to sound corporate governance, we have adopted Stock Ownership Guidelines for key executives and all non-employee Directors. Our stock ownership guidelines are available on our website atinvestor.cavco.com/general-documents. For Directors, under these guidelines, on or before the fifth full fiscal year after the year of appointment or election, each Director should own and retain shares of our common stock equal to at least five times (5x) the annual cash retainer paid to Directors at that time.

Anti-Hedging, Anti-Pledging, No Short-Selling, and No Buying or Selling of Derivatives

The Board has approved a Securities Trading Policy that prohibits hedging, pledging, short selling, and buying or selling derivatives related to the Company’s securities. The policy does not have a hardship exemption for Directors or executive officers as it pertains to these prohibitions. The Securities Trading Policy is posted on our website atinvestor.cavco.com/general-documents.

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Board Committees

The Board has four standing committees:

Each committee operates under a written charter adopted by the Board and reviewed by the Board at least annually. Each committee charter is posted on our website atinvestor.cavco.com/general-documents. Messrs. Boor and Bunger are not members of any committee of the Board.

Committee Composition

Set forth below is information regarding each of the current committees and their composition as of the mailing date of this Proxy Statement:

Committees

Audit Committee

The Board has determined that Mr. Kerley, the Chair of the Audit Committee, qualifies as an audit committee financial expert under SEC rules and has the accounting and related financial-management expertise required under Nasdaq Rules. Mr. Kerley's qualifications to serve as an audit committee financial expert are set forth in his biography under the heading “Continuing Directors, Class I Directors, Terms Expiring in 2025.” In addition, the Board has determined that each member of the Audit Committee possess the financial sophistication required by Nasdaq Rules and is “independent” under the additional independence requirements of Rule 10A-3 of the Exchange Act and the Nasdaq Rules applicable to audit committees. No Audit Committee member serves on the audit committee of more than two other public companies.

Prior to each quarterly earnings release, the Audit Committee met with management and the Company’s internal auditors to review the financial results.

Legal & Compliance Oversight Committee

The Legal & Compliance Oversight Committee is comprised entirely of independent Directors.

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Committees

Corporate Governance and Nominating Committee

Each member of the Corporate Governance and Nominating Committee is “independent” under the independence requirements of the Nasdaq Rules applicable to nominating committees.

Compensation Committee

Each member of the Compensation Committee is “independent” under the additional independence requirements of Exchange Act Rule 10C-1 and the Nasdaq Rules applicable to compensation committees. Additionally, each member meets the non-employee director requirements of Rule 16b-3 under the Exchange Act.

Compensation Committee Interlocks and Insider Participation

Mr. Moster and Mses. Blount and Sze served as members of the Compensation Committee in fiscal year 2024. None of these individuals have ever been an employee of the Company. During fiscal 2024, none of our executive officers served on the board of directors or compensation committee of any other entity for which a member of our Board or Compensation Committee served as an executive officer.

CORPORATE RESPONSIBILITY

Commitment to Sustainability

Cavco is a leading designer and builder of systems-built structures including manufactured homes, modular homes, commercial buildings, park model homes, and vacation cabins. Founded in 1965, our operations include 29 homebuilding production lines located throughout the United States and two production lines in Mexico, which build some of the most widely recognizable brand names within the factory-built housing industry.

We are committed to providing quality, energy efficient housing at affordable prices in an environmentally conscious manner, as well as adhering to relevant federal and local regulations regarding employee health and safety. The following are important environmental, social, and governance (“ESG”) topics identified by the Board and executive team and an explanation of how the Company’s leadership prioritizes these areas of focus in our operations.

Board and Senior Management Oversight

Cavco’s leadership believes a robust approach to ESG will help us achieve our long-term goals of increasing manufacturing excellence, enhancing our employee and customer experience, serving the communities where we do business, and increasing long-term stockholder value. Our Board provides oversight of our ESG efforts and Cavco’s executive leadership guides and develops these corporate responsibility priorities and provides regular updates to the Board on progress. The Board and its committees support management’s ESG strategy of integrating our ESG principles into our business strategy in ways that optimize opportunities to make positive impacts while advancing the long-term goals stated above.

In July 2021, we completed our first assessment of ESG priorities when we posted our Corporate Responsibility Report—examining a range of key stakeholders, including investors, customers, employees, rating organizations, and by studying industry peers. We also drew upon the subject matter expertise of colleagues throughout our organization to collect and organize content. In 2022, we posted our second Corporate Responsibility Reportas we continued to make notable progress on ESG matters, including the following:

•Purposefully integrated sustainability initiatives further into our operations.

•Created a cross-functional working group of senior executives to design and lead the Company’s ESG initiatives, prepare our Corporate Responsibility Reports, and monitor overall effectiveness of our ESG program. This ESG working group includes our CEO, the Presidents of our Manufacturing and Retail operations, and leaders of support functions such as Legal.

•Adopted an Environmental Stewardship Policy, a Product Safety and Quality Policy, and a Diversity, Equity, and Inclusion Policy, outlining the Company’s vision and priorities in ESG.

•Identified the sources of carbon emissions at production facilities in order to create a baseline for future measurement and calculation of Cavco’s greenhouse gas (“GHG”) emissions.

•Launched a dedicated “Environmental, Social and Governance” website and a FAQ page to communicate the Company’s vision and priorities to investors, customers, employees, and vendors.

We are currently preparing our third Corporate Responsibility Reportas we build on the lessons we've learned. Against this backdrop, we have engaged with both internal and external stakeholders to develop an ESG strategy going forward. Our ESG strategy is more fully set forth in our Corporate Responsibility Report, which can be found atinvestor.cavco.com/general-documents/. There are three areas that we are committed to focusing on in order to achieve our long-term goals: (1) Environmental Responsibility, (2) Social Impact, and (3) Culture of Governance.

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Corporate Responsibility

Environmental Responsibility

Cavco is committed to providing affordable housing and being a responsible steward of the environment by considering the environment while conducting business and complying with environmental laws and regulations. Our business is inherently more environmentally responsible than site-built construction. We are mindful of our cost effectiveness so we can support our commitment to create affordable housing. We intend to keep innovating to increase the energy efficiency of our homes and reduce waste from our manufacturing processes. Cavco is committed to building quality, energy efficient homes for the modern-day home buyer. Cavco invests in a variety of sustainable manufacturing processes to support its green building direction.

Senior management leads the strategic direction of the Company and monitors all progress and performance of the Company’s environmental initiatives, while the Board oversees management's efforts.

Our focus on improving the environmental performance of our homes involves both design enhancements and choice of renewable materials. Our operations are designed to optimize the following areas:

Further, our homes include environmentally-friendly features such as high indoor air quality, specially designed ventilation systems, and energy-efficient envelopes. Additional highlights of our efforts and accomplishments include:

•Utilizing high-efficiency electric equipment including LED and motion detector lighting, and high-efficiency HVAC units.

•Ongoing elimination of single-use plastics and the implementation of refill stations to eliminate single-use water bottles.

•Encouraging environmentally friendly workplace practices by supporting recycling and separation of waste.

•Engaging with qualified third-party energy professionals to conduct regular inspections of our production facilities to provide utility and financial savings information.

•Requirement that all materials received from suppliers comply with federal Housing and Urban Development code ("HUD Code") standards.

Another example of our commitment to the environmental sustainability of our production processes is the installation of modern and efficient solar panels on our new Glendale, Arizona production facility. Original estimates projected that the system would generate 2,316.88 MWh in the first year of operation, or about 60% of the plant’s electrical usage, reducing the carbon footprint by approximately 1,642 megatons per year. As of May 2024, with only eight months of operation through the coolest months of the year, the system has already produced 905.87 MWh and saved 1,402,695 lbs. of CO2 emissions. These promising results not only underscore the system’s potential for generating clean energy from the sun, but also highlight the substantial environmental impact of Cavco's solar initiative.

The reduction in CO2 emissions so far is equivalent to eliminating the pollution from 621,424 pounds of coal burned or offsetting 1,442,127 miles driven by an average gasoline-powered passenger vehicle. We continue to evaluate additional renewable energy opportunities for our other production facilities and plan to move forward with additional projects.

We believe that our focus on environmental responsibility, with the objective of reducing costs and improving sustainability of our operations will provide a strategic benefit to the Company. Furthermore, we recognize that climate change is a growing risk for our planet, and we are committed to doing our part to mitigate this risk by placing increased focus and emphasis on environmental consciousness.

Corporate Responsibility

Social Impact

Our success is built on the belief that it is our team members who make us great. We have an ongoing focus to continually improve our culture and talent management practices through the implementation of Human Capital Management (“HCM”) reporting and practices. We are committed to pay equity and we regularly review our compensation model to provide fair and inclusive pay practices throughout the business. A diverse and inclusive workplace begins with our core values. Our goal is to attract, retain, and develop a workforce that is diverse in background, knowledge, skill, and experience. We are committed to providing equal employment opportunities and training for all qualified applicants and employees without regard to sex, race, color, religion, national origin, age, disability, sexual orientation, gender identity, veteran status, or any other protected class. As of the end of fiscal year 2024, the Company employed approximately 6,300 employees. Women represented 23% and self-identified ethnic and racial minorities represented 49% of the Company’s workforce. We have established two leadership training programs, called “Navigate” and “Ignition”, for employees in supervisory roles to enhance communication and other critical management skills to improve the oversight and motivation of the workforce. The Navigate program is designed for supervisors and team leads in our manufacturing operations and the Ignition program is geared toward members of the manufacturing and corporate leadership group. As of May 2024, 129 employees have completed the Navigate program and 153 employees have completed Ignition training.

The health and wellness of our people is a top priority and in recognition of this we aim to provide a competitive health and wellness package. We regularly update our benefits plans to meet the needs of our diverse workforce. Components of these benefit programs include medical, dental, and vision plans; tax-advantaged flexible spending, dependent care, and health savings accounts; group life insurance; and a 401(k) program with employer match.

Employee safety is also a top priority and our expanded approach to improving it has had a measurable and meaningful impact. We are proud of the progress we have made over the last four years in improving the safety of our worksites. In 2022, we began a company-wide safety initiative branded “Safety Now”. This program emphasizes safety awareness and provides training and incentives to create a “safety first” culture. As part of our increased safety training plan, we encourage plant Safety Coordinators to complete an OSHA 10-hour training course. Safety Now has played a role in lowering our Total Recordable Incident Rates (“TRIR”) across our facilities in calendar year 2023 to 5.11, a 33% improvement from the previous year, even as we added four new plants to our system. This TRIR is 35% lower than the industry average of 7.80 over the same period.

Our safety efforts are achieving measurable results: •Since calendar year 2020 our TRIR has improved by 50%; •80% of our production facilities are better than the industry average TRIR; •Since calendar year 2020, we've reduced our workers’ compensation experience modifier from 1.11 to 0.84, a 24% reduction; and•Over the same period we've reduced workers' compensation costs as a percentage of payroll by 33%.

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Corporate Responsibility

We are also focused on making a positive impact in communities through charity, fundraising, and local community development. The Company strengthens communities by supporting volunteerism and participation in philanthropic initiatives. Our charitable efforts include:

•Homes for Our Own – a program created to provide education and financial assistance to employees who wish to become homeowners;

•Donations of building materials and volunteer labor to charitable causes;

•Monetary donations to many local charities in the communities we serve; and

•Financial support for volunteering activities of our business and operational teams.

Culture of Governance

Cavco’s Board and senior management team believe that a strong focus on governance is foundational to long-term success. We emphasize a culture of accountability and are committed to conducting business in a manner that is fair, ethical, and responsible. We have established and maintain corporate-administered compliance and risk management programs subject to Board oversight to promote adherence with applicable laws and regulations governing the Company’s business practices.

We have greatly enhanced our culture of governance in recent years. We’ve added new directors with new skillsets to our Board, with four of our seven directors having joined since 2019. Our Directors' skills matrix is disclosed above under our Corporate Governance Overview. We have implemented new board practices and procedures to improve communications and controls. We separated the role of CEO and Chairman of the Board in order to enhance the independence of our Board. We increased the diversity of our Board by adding two women, one of which is from an underrepresented group. Six of our seven directors are independent. The Board is governed by a formal Code of Conduct which, along with other policies, is reviewed periodically by our Board.

We are subject to rigorous controls, quarterly financial reviews, and annual audits. The Board oversees our audit, compliance, and enterprise risk management practices. Our compliance and risk management teams engage with subject-matter experts to identify, monitor, and mitigate material risks. As we disclosed in our 2024 Annual Report on Form 10-K, we maintain a comprehensive cybersecurity risk management program modeled by standards provided by organizations such as the National Institute of Standards and Technology and the International Organization for Standardization. Our cybersecurity program includes an incident response plan that addresses the detection, reporting, analysis, response, recovery, communication, documentation, and post-incident review of cybersecurity incidents. We test and evaluate this plan on a routine basis. For material cybersecurity risks, we’ve developed mitigation measures to reduce the risk’s likelihood of occurrence and/or its expected impact. We perform risk assessments throughout the year to identify and remediate potential cybersecurity threats and vulnerabilities. Our Board has delegated oversight of risks related to cybersecurity to the Legal and Compliance Oversight Committee and the review of materiality determinations of cyber incidents to the Audit Committee.

We also maintain an information security program to protect our information assets, including customer and consumer data. Our IT team works 24/7 and uses a combination of industry-leading tools and in-house innovative technologies to help protect our data. Our team members are responsible for complying with our data security standards and completing mandatory annual training to understand the behaviors and technical requirements necessary to keep customer information secure. We also provide ongoing education for team members to recognize and report suspicious activity. The primary goal of our data security program is to maintain defenses consistent with sound industry practices.

We believe these elements combined with a strategically selected Board and senior management team committed to a strong corporate governance culture have set the Company up for long-term success in our industry.