CAVCO INDUSTRIES INC
For the period ended Mar 29, 2025. Filed Jun 16, 2025.
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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 29, 2025 · Filed Jun 16, 2025
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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:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting 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):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Dear Fellow Stockholders:
2025 marks our 60th Anniversary. We are grateful and excited to close another fiscal year reflecting on where we've come from and look forward to where we are going. 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 evolution and success over the last six decades.
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 corporate responsibility. The Board would like to highlight a few areas of particular significance for the Company this past fiscal year:
Revenue and Net Income: For a second consecutive year, 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 factory-built housing gross profit as a percentage of net revenue for the year of 22.9%.
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 ("TRIR") for the calendar year has dropped by 54% over the last five years and in the last year, 90% of our production facilities have a TRIR better than the industry average.
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 16, 2025 | |
|---|---|
Notice of
2025 Annual Meeting of Stockholders of
Cavco Industries, Inc.
Meeting Information
| Date: July 29, 2025Time: 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 2025 Annual Meeting of Stockholders: | ||
|---|---|---|---|
| 1.To elect three directors to the Class I Director group to serve until the Annual Meeting of Stockholders in 2028, 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 2026; and4.To transact such other business as may properly come before the meeting or any adjournment thereof. | |||
| (2) The Internet; or | The 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 2, 2025. | ||
| The deadline for voting by telephone or online is 11:59 PM (EDT) on July 28, 2025. 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,Chief Compliance Officer, & Corporate Secretary | |||
Cavco Industries, Inc. 2025 Proxy Statement
Table of Contents
| PROXY SUMMARY AND PURPOSES OF THE ANNUAL MEETING | 1 |
|---|---|
| ABOUT THE ANNUAL MEETING: FREQUENTLY ASKED QUESTIONS | 2 |
| STOCK OWNERSHIP | 5 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 7 |
| Nominees for Director Standing for Election in Class I | 8 |
| Continuing Directors | 10 |
| CORPORATE GOVERNANCE OVERVIEW | 12 |
| Director Nominating Process | 13 |
| Board Experience, Expertise, and Composition | 14 |
| DIRECTOR COMPENSATION | 16 |
| COMMITTEES | 17 |
| CORPORATE RESPONSIBILITY | 20 |
| MANAGEMENT | 24 |
| Executive Officers | 24 |
| EXECUTIVE COMPENSATION | 27 |
| COMPENSATION DISCUSSION AND ANALYSIS | 27 |
| Overview of the Company’s Compensation Program | 27 |
| Compensation Philosophy | 27 |
| Objectives of the Company’s Fiscal Year 2024 Compensation Program | 28 |
| Role of Management in Establishing and Awarding Compensation | 28 |
| Independent Compensation Consultant | 28 |
| Clawback Policy | 29 |
| Shareholder Approval of our Compensation Decisions | 29 |
| Benchmarking Methodology | 29 |
| COMPONENTS OF EXECUTIVE COMPENSATION | 30 |
| Employment Agreements in Effect for 2024 | 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 | 40 |
| PAY VERSUS PERFORMANCE | 41 |
| PROPOSAL NO. 2: ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS | 45 |
| AUDIT FEES | 46 |
| Report of the Audit Committee | 47 |
| PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 48 |
| ADDITIONAL INFORMATION | 49 |
| Cavco Industries, Inc. | www.cavco.com i |
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