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CAVCO INDUSTRIES INC

For the period ended Mar 29, 2025. Filed Jun 16, 2025.

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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 29, 2025 · Filed Jun 16, 2025

CVCO$638.55-0.8%Stored close · as of Nov 6, 2026
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DIRECTOR COMPENSATION

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 Director Compensation Policy to the Board for approval. In fiscal year 2025, our Director Compensation Policy set forth the following compensation for our Directors:

All non-employee Directors were paid an annual cash retainer of $75,000.

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

Audit Committee: Chair $20,000 and Members $10,000

Compensation Committee: Chair $20,000 and Members $7,500

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

The Chairman of the Board received an additional annual cash fee of $50,000.

Except for the Chairman, who was awarded an annual equity award of approximately $170,000 in time-based restricted stock units (“RSUs”), all non-employee Directors were awarded approximately $120,000 in value of RSUs that vest 100% upon the anniversary of the grant date (or next annual meeting of stockholders, if earlier).

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 under our Director Compensation Policy during the fiscal year ended March 29, 2025:

NameFees Earnedor Paid inCash($)Stock Awards($)(1)Total($)
Susan Blount105,000120,114225,114
Steve Bunger125,000170,092295,092
David Greenblatt107,500120,114227,614
Richard Kerley110,000120,114230,114
Steven Moster102,500120,114222,614
Julia Sze92,500120,114212,614

(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 30, 2024. The aggregate number of unvested RSUs held by each Director as of March 29, 2025, was: Ms. Blount – 286 RSUs; Mr. Bunger – 405 RSUs; Mr. Greenblatt – 286 RSUs; Mr. Kerley – 286 RSUs; Mr. Moster – 286 RSUs; and Ms. Sze – 286 RSUs. Mr. Greenblatt has made a Board approved irrevocable deferral election as to his 286 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 29, 2025, was: Ms. Blount – options to purchase 4,500 shares.

Stock Ownership Guidelines

To further align the interests of Cavco’s leadership with those of our stockholders as well as promote our commitment to sound corporate governance, we have adopted Director and Executive Officer 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.

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

The Board has approved a Securities Trading Policy governing the purchase, sale, or other dispositions of our securities by Directors, executive officers, employees, or the Company that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable Nasdaq listing standards. Further, our policy 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.

16 2025 Proxy Statement

Board Committees

The Board has four standing committees:

AUDITCOMMITTEECOMPENSATIONCOMMITTEE
CORPORATE GOVERNANCE AND NOMINATINGCOMMITTEELEGAL AND COMPLIANCE OVERSIGHTCOMMITTEE

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:

DIRECTOR NAMEAUDITCOMMITTEECOMPENSATIONCOMMITTEECORPORATE GOVERNANCE AND NOMINATINGCOMMITTEELEGAL AND COMPLIANCE OVERSIGHTCOMMITTEE
Susan BlountCHAIR
David GreenblattCHAIR
Richard KerleyCHAIR
Steven MosterCHAIR
Julia Sze
Cavco Industries, Inc.www.cavco.com 17

Committees

Audit Committee

MEMBERSKEY RESPONSIBILITIES
Richard Kerley*, ChairDavid GreenblattJulia 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;•Reviews annual internal audit plan, including a fraud risk assessment;•Reviews 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 stockholders of the Company as well as the Company’s processes to manage business, financial, and compliance with significant applicable legal, ethical and regulatory requirements.
THE COMMITTEE HELDFIVE MEETINGS DURING FISCAL YEAR 2025.

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 “Class I Directors — Current Terms Expiring upon 2025 Annual Meeting.” 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

MEMBERSKEY RESPONSIBILITIES
Susan Blount, ChairDavid GreenblattRichard 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)the Company's identification, prioritization, and mitigation of key legal and regulatory risks, including those related to data security, labor and employment, and operational effectiveness.•Oversees the Company’s implementation of legal and compliance related policies and procedures.
THE COMMITTEE HELDFOUR MEETINGS DURING FISCAL YEAR 2025.

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

18 2025 Proxy Statement

Committees

Corporate Governance and Nominating Committee

MEMBERSKEY RESPONSIBILITIES
David Greenblatt, ChairSusan Blount Richard KerleySteven Moster• Identifies:(1)Director candidates for its recommendation to the Board for election at 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;•Responds to stockholder requests and inquiries;•Reviews and recommends Director training initiatives and reviews the Director onboarding process;•Oversees the annual evaluation of the Board and its committees;•Makes recommendations to the Board on the appointment of the Company's executive officers; and•Considers director nominations for the Board from stockholders, as described above under “Director Nominating Process.”
THE COMMITTEE HELDFOUR MEETINGS DURING FISCAL YEAR 2025.

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

MEMBERSKEY RESPONSIBILITIES
Steven Moster, ChairSusan BlountJulia Sze• Oversees the Company's overall compensation structure, policies, and programs;•Reviews and approves 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;•Reviews and recommends Board approval of 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•Engages a compensation consultant of its choice as needed and terminates the engagement at any time while determining the breadth and scope of the external compensation consultant’s services.
THE COMMITTEE HELDFIVE MEETINGS DURING FISCAL YEAR 2025.

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 2025. None of these individuals have ever been an employee of the Company. During fiscal 2025, 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.

Cavco Industries, Inc.www.cavco.com 19

CORPORATE RESPONSIBILITY

Our Priorities

Cavco is a leading designer and builder of systems-built dwellings which include 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 section discusses our priorities and various metrics associated with them. These priorities span a range of important environmental, social, and governance (“ESG”) topics which we have categorized under the areas that matter most to us, namely:

Our PeopleOur Homebuyers
Our CommunitiesOur Shareholders

Board and Senior Management Oversight

We believe there is no disparity between building the long-term value of Cavco and prioritizing corporate responsibility, i.e., prioritizing our people, our homebuyers, our communities, and our shareholders. As a result, our business strategy includes the ESG factors presented in this section. Our Board oversees our ESG efforts and Cavco’s executive leadership guides and develops these corporate responsibility priorities and provides regular updates to the Board on them. The Board and its committees support management’s strategy of integrating our priorities 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 comprehensive report of ESG priorities when we posted our Corporate Responsibility Report—examining a range of key stakeholders, including investors, customers, employees, and rating organizations. 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, Environmental, Safety, Finance, and Communications.

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

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

In September 2023, we published a wide range of disclosures about our Company consistent with the activity metrics of the Sustainability Accounting Standards Board ("SASB") Home Builders Industry Standard Version 2018-10.

In September 2024, we published our third Corporate Responsibility Reportto further highlight our priorities driven ESG strategy. This latest report, our 2023 SASB report, and more information about our ESG initiatives can be found atinvestor.cavco.com/general-documents/.

20 2025 Proxy Statement

Corporate Responsibility

Our People

Our priorities start with our people. The safety and wellbeing of all of our team members is imperative to our success.

Safety

Employee safety is a top priority and our expanded approach to improving it has had a measurable and meaningful impact. In 2019, we committed ourselves to significantly improving safety. We are proud of the progress we have made over the last five years in improving the safety of our worksites. As party of this priority, 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 2024 to 4.69, a 9% improvement from the previous year. This TRIR is 39% lower than the industry average of 7.70 over the same period.

Our safety efforts are achieving measurable results: •Since calendar year 2020 our TRIR has improved by 54% (from 10.26 to 4.69); •90% of our production facilities are better than the industry average TRIR of 7.70; •Since calendar year 2020, we've reduced our workers’ compensation experience modifier from 1.11 to 0.80, a 28% reduction; and•Over the same period we've reduced workers' compensation costs as a percentage of payroll from 3.35% to 2.13%, a reduction of over 36%.

Culture

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 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 create a workplace that attracts, retains, and develops 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 characteristic unrelated to job performance. As of the end of May 2025, the Company employed approximately 7,000 employees. Women represented 23% and self-identified ethnic and racial minorities represented 52% of the Company’s workforce.

We have established targeted leadership training programs, called Navigate, Ignition, and Accelerate, 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 and Accelerate programs are geared toward members of the company-wide leadership group. Since 2021, 157 employees have completed Navigate, 150 employees have completed Ignition, and all of our plant general managers have completed the Accelerate program.

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.

Cavco Industries, Inc.www.cavco.com 21

Corporate Responsibility

Our Homebuyers

At Cavco, we are driven to improve the lives of our homebuyers and impact the affordable housing crisis. We prioritize our customers by providing high quality affordable housing and being a responsible steward of the environment they live in. Our efficient factory-built process is inherently more environmentally responsible than site-built construction. We are mindful of our cost effectiveness so we can support our priority of creating 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 this priority.

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:

Water and Energy EfficiencyReducing WasteProduct 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.

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.

Requiring all materials received from suppliers to comply with applicable building codes including federal Housing and Urban Development code ("HUD Code") standards where applicable.

Another example of prioritizing the environmental sustainability of our production processes is the installation of modern and efficient solar panels at our facilities. Over the last year, in addition to the solar system installed at our Glendale, Arizona production facility, we have also added solar systems to our Emlenton, Pennsylvania facility and are in the process of installing similar systems at two additional facilities. In the last fiscal year, the system produced 1,780 MWh and saved 1,257,000 kilograms of CO2 emissions. The system in Emlenton, in three months of operation, produced 55.2 MWh and saved 39 kilograms of CO2 emissions. The reduction in CO2 emissions from these plants as of May 2025 is equivalent to eliminating the pollution from 10,217,031 miles driven by an average gasoline-powered passenger vehicle.

These results not only underscore the systems' potential for generating clean energy from the sun, but also highlight the substantial environmental impact of Cavco's solar initiative. Given this, we will continue to evaluate additional renewable energy opportunities across our operations.

We believe that prioritizing our homebuyers by focusing on environmental responsibility, with the objective of reducing costs and improving the sustainability of our operations, will provide a strategic benefit to the Company. We also believe this important to our 7,000 employees. 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.

22 2025 Proxy Statement

Corporate Responsibility

Our Shareholders

Our shareholders and potential investors are also a top priority to us. To give our shareholders the confidence that their investment in us is warranted we prioritize our corporate governance, compliance, and risk management initiatives.

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 our business practices.

Our Board is composed of six independent Directors and one management Director. Committees of fully independent Directors oversee our audit, compensation, nominating and corporate governance, and legal and compliance functions. 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 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. The Board, our management team, and all of our employees are subject to a formal Code of Conduct and business ethics. Our Board is also governed by Corporate Governance Guidelines which, along with the charters of each Board committee and numerous additional policies, are 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. Further, our compliance and risk management teams engage regularly with subject-matter experts to identify, monitor, and mitigate material risks.

We protect the voting rights of all of our shareholders by having one class of stock that entitles each shareholder to one vote per share of common stock owned. Our Directors and employees are subject to an insider trading policy to ensure compliance with federal and state securities laws. Our Directors and senior management team are also subject to Stock Ownership Guidelines which align their interests with the long-term performance of the Company and the interests of our shareholders.

IT Security and Cybersecurity Risk Management

As we disclosed in our 2025 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.

Our Communities

Finally, we prioritize making a positive impact in our communities, starting with the environmental priorities discussed above and also 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.

Cavco Industries, Inc.www.cavco.com 23
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.