CAVCO INDUSTRIES INC
For the period ended Mar 29, 2025. Filed Jun 16, 2025.
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Mar 29, 2025 · Filed Jun 16, 2025
Contents
COMPONENTS OF EXECUTIVE COMPENSATION
Components of Annual Executive Compensation
- Base Salary
Executive Officers base salaries serve as the basic component of our executive compensation program. The purpose of the base salary is to provide a fixed amount of non-variable cash compensation that is generally competitive with market practices to attract and retain an effective management team. Consistent with our pay-for-performance objective, the base salary for each of our NEOs is designed to account for only a portion of their overall total target compensation. We believe the NEO base salaries are appropriate when compared to market benchmarks and based on the Executive Officers’ roles, responsibilities, experience, and contributions to the Company. For fiscal years 2024 and 2025, the Board approved the following base salaries for each of our NEOs:
| Name | 2024 Annual Base Salary | 2025 Annual Base Salary | Percentage Increase |
|---|---|---|---|
| Bill Boor, CEO | $950,000 | $1,100,000 | 16% |
| Allison Aden, CFO | $550,000 | $650,000 | 18% |
| Brian Cira, President (Mfg.) | $250,000 | $250,000 | 0% |
| Matt Niño, President (Ret.) | $200,000 | $200,000 | 0% |
| Seth Schuknecht, General Counsel | $350,000 | $375,000 | 7% |
- Short-Term Incentive Compensation
The second component of annual executive compensation is our short-term incentive program ("STIP"). The FY2025 STIP consisted of an annual cash incentive bonus based upon two factors: (I) Company performance, and (II) individual objective-based performance. In addition, Messrs. Cira and Niño both receive a third factor in computing their FY2025 STIP based on the profits of the business operations each oversees. Mr. Boor's STIP payout was predicated solely on Company performance. The following table summarizes the component and total STIP payouts made to our NEOs for FY2025:
| Name | Company Performance Component | Individual Objective Component | Business Profit Component | Total STIP Payout |
|---|---|---|---|---|
| Bill Boor, CEO | $2,027,910 | — | — | $2,027,910 |
| Allison Aden, CFO | $682,798 | $150,000 | — | $832,798 |
| Brian Cira, President (Mfg.) | $56,640 | $50,000 | $878,893 | $985,533 |
| Matt Niño, President (Ret.) | $56,640 | $50,000 | $777,977 | $884,617 |
| Seth Schuknecht, General Counsel | $311,519 | $100,000 | — | $411,519 |
I. Company Performance Component: For FY2025, the threshold, target, and maximum Company performance STIP payouts are expressed below as a percentage of each NEO's base salary:
| Name | Threshold(x of Target) | Target | Maximum(x of Target) |
|---|---|---|---|
| Bill Boor, CEO | 0.5x | 135% | 2x |
| Allison Aden, CFO | 0.5x | 77% | 2x |
| Brian Cira, President (Mfg.) | 0.5x | 20% | 1.5x |
| Matt Niño, President (Ret.) | 0.5x | 25% | 1.5x |
| Seth Schuknecht, General Counsel | 0.5x | 73% | 1.5x |
In May 2024, the Board approved two metrics to measure FY2025 STIP Company performance and align our NEOs' incentives with our stockholders' interests.
Factory-Built Housing Profits. 90% of the Company performance payout was based on FY2025 factory-built housing segment adjusted pre-tax profit, where target was based on the budgeted pre-tax profit, with threshold attainment being at 70% of the budget and stretch attainment being 130% of the budget; and
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Executive Compensation
Financial Services Profits. 10% of the Company performance payout was based on FY2025 financial services segment adjusted pre-tax profit, where target was based on the budgeted pre-tax profit, with threshold attainment being at 70% of the budget and stretch attainment being 130% of the budget.
A graphical depiction of the FY2025 Company performance targets and actual results are set forth below:
| 90% of factory-built housing – Earnings driven corporate STIP | 10% of financial services – Earnings driven corporate STIP |
|---|
Given these results, in May 2025, the Board approved FY2025 Company performance STIP payouts to Mr. Boor, Ms. Aden, and Messrs. Cira, Niño, and Schuknecht of $2,027,910, $682,798, $56,640, $56,640, and $311,519, respectively. These payments are reflected in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.
In addition to the Company performance-based STIP payouts described above, Mr. Cira and Mr. Niño are both eligible to receive a percentage of the pre-tax income of the manufacturing and retail operations each respectively oversees. In FY2025, Mr. Cira received $878,893, for the pre-tax income of the manufacturing operations he oversees. Mr. Niño received $777,977, for the pre-tax income of the retail operations he oversees for FY2025. These payments are also reflected in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.
II. Individual Objective-Based Performance Component: The elements that comprise each individual’s performance objectives vary by position and are mutually agreed upon by each NEO and the CEO. These objectives consist of measurable goals that have a meaningful impact upon our overall financial performance as well as each executive's professional development.
In May 2024, the Board set the following FY2025 individual performance STIP targets for our NEOs as a percentage of each NEO's base salary: For Ms. Aden, an award of 23% of her base salary; for Mr. Cira, an award of 20% of his base salary; for Mr. Niño, an award of 25% of his base salary; and for Mr. Schuknecht, an award of 27% of his base salary.
In May 2025, for the achievement of individual performance objectives in FY2025, the Board approved payments for this individual performance STIP component to Ms. Aden and Messrs. Cira, Niño, and Schuknecht in the amounts of $150,000, $50,000, $50,000, and $100,000, respectively. Like the Company performance component payments, these payments are also reflected in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.
| Cavco Industries, Inc. | www.cavco.com 31 |
Executive Compensation
- Long-Term Incentive Compensation
The third component of annual executive compensation is our long-term incentive program ("LTIP"). The Company’s FY2025 LTIP consisted of two types of equity awards (I) RSUs (time-based vesting) and (II) PRSUs (performance-based vesting).
In May and July 2024, the Board approved FY2025 LTIP awards of RSUs and PRSUs to the NEOs as set forth in the table below. All awards were made pursuant to the 2023 Stock Plan. The total grant date value of these equity awards is disclosed below in the Stock Awards column of the Summary Compensation Table.
| Name | FY2025 RSUs (#) | FY2025 PRSUs at target (#) |
|---|---|---|
| Bill Boor, CEO | 5,000 | 7,450 |
| Allison Aden, CFO | 1,357 | 2,036 |
| Brian Cira, President (Mfg.) | 396 | 594 |
| Matt Niño, President (Ret.) | 339 | 509 |
| Seth Schuknecht, General Counsel | 452 | 679 |
I. FY2025 RSUs: The RSUs awarded for FY2025 are subject to a time-based vesting schedule such that 33% of the shares vest on the first anniversary of the grant date, 33% on the second anniversary of the grant date, and 34% on the third anniversary of the grant date. RSUs make up 40% of the value of the FY2025 LTIP payout to our NEOs.
II. FY2025 PRSUs: PRSUs make up 60% of the value of the FY2025 LTIP payout to our NEOs. The metrics used for the design of the FY2025 PRSUs issued to our NEOs incentivize performance over a period of three years in three distinct areas: value creation, growth, and effective capital deployment.
Value creation is measured by total shareholder return relative to our peer group.
Growth is measured by our volume improvement compared to the manufactured housing industry.
Effective capital deployment is measured by return on invested capital.
These three components are weighted 33%, 33%, and 34% respectively when determining overall performance for the period and are measured individually on threshold (50%), target (100%), and stretch (200%) levels. Shares under the FY2025 PRSU awards will be measured and issued in May 2027, at the end of the three year performance period from FY2025 through fiscal year 2027.
Earnout of Fiscal Year 2023 PRSU Awards at Conclusion of Performance Period
In May 2025, the Board approved the payout of previously issued PRSUs to our NEOs also received the earnout of PRSU awards they were awarded on May 25, 2022 (the "FY2023 PRSUs") for performance during fiscal years 2023, 2024, and 2025 (the "Performance Period"). The grant date value of these FY2023 PRSUs was part of the LTIP compensation paid to our NEOs for fiscal year 2023 ("FY2023") and disclosed in the CD&A section of our proxy filed with the SEC on June 15, 2023. In May 2025, the Board approved the payout of the FY2023 PRSUs. The performance measures for these FY2023 PRSUs included growth, operational improvement, and value creation measured individually on threshold (50%), target (100%), and stretch (200%) levels. The performance results of these measures are set forth in the table below:
| Measure | Weight | Threshold50% | Target100% | Stretch200% | Actual Results |
|---|---|---|---|---|---|
| Growth | 1/3 | >0% | 5% | 10% | 20.1% |
| Operational Improvement | 1/3 | >2% | 5% | 8% | 2.9% |
| Value Creation | 1/3 | 20th percentile | 50th percentile | 80th percentile | 83.8% |
Growth: Growth was measured by market share improvement when compared to the manufactured housing industry. It was determined by reference to the percentage difference between: (i) the total number of Company units shipped during fiscal year 2022 ("FY2022") divided by the number of HUD Code Home shipments during the same period and (ii) the total number of Company units shipped during FY2025 divided by the number of HUD Code Home shipments during the same period.
Operational Improvement: Operational improvement was measured by the improvement in the number of floors produced per employee equivalent. Floors per employee was determined by dividing: (i) the total number of floors produced per employee equivalent during FY2025 by (ii) the total number of floors produced per employee equivalent
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Executive Compensation
during FY2022. The Compensation Committee, at its discretion, may include or exclude certain plant operations from the Performance Period calculation to ensure period-to-period consistency.
Value Creation: Measured by total shareholder return relative to our peer group (“rTSR”) and was determined with respect to the Company and the rTSR comparator companies by dividing: (a) the sum of (i) the difference between the applicable beginning stock price and the applicable ending stock price plus (ii) all dividends and other distributions on the respective shares with an ex-dividend date that falls during the Performance Period, by (b) the applicable beginning stock price. To determine the Company’s applicable percentile ranking, the Company and each rTSR comparator company are arranged by their respective total shareholder returns (highest to lowest).
Based on the metrics above for the FY2023 PRSUs, the number of PRSUs issued to each NEO in May 2025 and the percentage of target this payout represented are set forth in the following table:
| NEO | FY2023 PRSUTarget Payout (# shares) | FY2023 PRSUActual Payout(# shares) | FY2023 PRSUActualPercentage of Target(%) |
|---|---|---|---|
| Bill Boor, CEO | 5,480 | 8,481 | 155% |
| Allison Aden, CFO | 1,910 | 2,956 | 155% |
| Brian Cira, President (Mfg.) | 840 | 1,300 | 155% |
| Matt Niño, President (Ret.) | 600 | 928 | 155% |
| Seth Schuknecht, General Counsel (1) | — | — | —% |
(1) Mr. Schuknecht was not awarded FY2023 PRSUs because he was not with the Company in FY2023.
Perquisites and Other Compensation
Cavco does not offer significant perquisites to its NEOs. The NEOs may participate in the Company’s 401(k) plan and other health and welfare programs that are available to all other full-time employees. Amounts contributed by the Company to our NEOs under Cavco's 401(k) plan are reflected in the All Other Compensation column in the Summary Compensation Table below.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.