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
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain measures of financial performance of the Company. See “Executive Compensation—Compensation Discussion and Analysis” above for additional information about how the Company aligns executive compensation with its performance.
| Value of Initial Fixed $100Investment Based on: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | SummaryCompensationTable Total for CEO($) (1) | CompensationActuallyPaid to CEO($) (2) | AverageSummaryCompensationTable Total forNon-CEONamed ExecutiveOfficers($) (3)(4) | AverageCompensationActually Paidto Non-CEONamedExecutiveOfficers($) (2)(3) | TotalShareholderReturn($) (5) | Peer GroupTotalShareholderReturn($) (6) | NetIncome($ thousands)(7) | AdjustedPre-taxIncome($ thousands)(8) |
| 2025 | 7,639,958 | 14,977,525 | 1,851,242 | 2,331,392 | 350 | 315 | 171,036 | 223,447 |
| 2024 | 4,510,808 | 6,134,601 | 1,416,578 | 1,577,378 | 269 | 386 | 157,905 | 198,235 |
| 2023 | 5,410,215 | 7,974,030 | 1,674,111 | 2,019,563 | 214 | 235 | 240,841 | 316,564 |
| 2022 | 4,717,716 | 4,520,893 | 1,130,149 | 1,076,439 | 164 | 198 | 197,742 | 209,610 |
| 2021 | 3,606,222 | 5,212,053 | 968,262 | 933,183 | 157 | 228 | 76,646 | 98,602 |
(1)Represents the total compensation reported for our CEO, Mr. Boor, for each corresponding year in the “Total” column of the Summary Compensation Table.
(2)In accordance with Item 402(v) of Regulation S-K, adjustments were made to the total compensation for our CEO and the average total compensation for the NEOs as a group (excluding our CEO) in each year’s respective Proxy Statement to determine the “compensation actually paid." These adjustments are detailed in the tables below.
(3)For FY2025, our non-CEO NEOs were Ms. Aden and Messrs. Cira, Niño, and Schuknecht. For FY2024, our non-CEO NEOs were Ms. Aden and Messrs. Cira, Niño, Dragash and Like. For FY2023, our non-CEO NEOs were Ms. Aden and Messrs. Cira, Niño and Dragash. For FY2022, our non-CEO NEOs were Messrs. Niño, Cira, Dragash and Bigbee and Mses. Aden and Reynolds. For FY2021, our non-CEO NEOs were Messrs. Urness, Niño, Zeller, Dragash and Bigbee.
(4)Represents the average total compensation reported for our non-CEO NEOs, derived from the “Total” column of the Summary Compensation Table in each year’s respective Proxy Statement.
(5)Represents the total shareholder return (“TSR”) on our common stock assuming an initial investment of $100 (with reinvestment of dividends) from the measurement period beginning on the last trading day before the Company’s earliest fiscal year in the table, through and including the end of the fiscal year for which cumulative TSR of the Company is being calculated.
(6)Represents the TSR for the iShares U.S. Home Construction ETF. For purposes of the table, an initial investment of $100 (with reinvestment of all dividends) is assumed to have been made in the iShares U.S. Home Construction ETF for the measurement period beginning on the last trading day before the Company’s earliest fiscal year in the table, through and including the end of the fiscal year for which cumulative TSR of iShares U.S. Home Construction ETF is being calculated.
(7)Represents our net income, in thousands, as reported in our Annual Report on Form 10-K for each of the years presented.
(8)Represents, in the Company’s assessment, the most important financial performance measure used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance. Company-selected measure is Adjusted Pre-tax Income, which is Pre-tax income after adjustments, including costs related to: (i) Intangible write-off; (ii) unrealized gains and losses on equity investments; and (iii) deal costs.
| Cavco Industries, Inc. | www.cavco.com 41 |
Pay versus Performance
| Year | ReportedSummaryCompensationTable Total($) | ReportedValueof Stock Awards($) (a) | Stock AwardAdjustments($) (b) | CompensationActually Paid($) | |
|---|---|---|---|---|---|
| 2025 | 7,639,958 | (4,549,586) | 11,887,153 | 14,977,525 | |
| CEO | 2024 | 4,510,808 | (2,802,500) | 4,426,293 | 6,134,601 |
| 2023 | 5,410,215 | (2,300,175) | 4,863,990 | 7,974,030 | |
| 2022 | 4,717,716 | (1,915,335) | 1,718,512 | 4,520,893 | |
| 2021 | 3,606,222 | (1,406,136) | 3,011,967 | 5,212,053 | |
| Average ofnon-CEO NEOs | 2025 | 1,851,242 | (701,177) | 1,181,327 | 2,331,392 |
| 2024 | 1,416,578 | (460,881) | 621,681 | 1,577,378 | |
| 2023 | 1,674,111 | (437,678) | 783,130 | 2,019,563 | |
| 2022 | 1,130,149 | (212,686) | 158,976 | 1,076,439 | |
| 2021 | 968,262 | (157,137) | 122,058 | 933,183 |
(a)Represents the grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
(b)Equity award adjustments for each applicable year are further detailed in the table below.
| Year · Year End FairValue ofOutstanding andUnvested StockAwards Grantedin the Year ($) · Year over YearChange in FairValueof Outstanding andUnvested StockAwards($) · Year over YearChange in FairValue of AwardsGranted in PriorYears that Vestedin the Year($) · Year over YearChange in FairValue of StockAwards Grantedin Prior Years thatwere Cancelledin the Year($) · Total StockAwardAdjustments($) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 6,398,802 | 5,709,381 | (28,736) | (192,294) | 11,887,153 | |||||||||
| CEO | 2024 | 3,791,070 | 1,234,763 | (408,896) | (190,644) | 4,426,293 | ||||||||
| 2023 | 3,482,430 | 1,103,758 | 277,802 | — | 4,863,990 | |||||||||
| 2022 | 2,194,560 | 14,285 | (490,333) | — | 1,718,512 | |||||||||
| 2021 | 2,035,062 | 1,271,832 | (294,927) | 3,011,967 | ||||||||||
| Average ofnon-CEO NEOs | 2025 | 908,038 | 301,957 | (5,961) | (22,707) | 1,181,327 | ||||||||
| 2024 | 545,595 | 169,585 | (36,814) | (56,685) | 621,681 | |||||||||
| 2023 | 665,665 | 86,371 | 25,442 | 5,652 | 783,130 | |||||||||
| 2022 | 196,698 | 4,411 | (28,377) | (13,756) | 158,976 | |||||||||
| 2021 | 176,780 | 132,626 | (19,790) | (167,558) | 122,058 | |||||||||
42 2025 Proxy Statement
Pay versus Performance
Descriptions of Relationships of Information Presented in the Pay Versus Performance Table
Compensation Actually Paid and TSR
The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our non-CEO NEOs, and the cumulative TSR of the Company and of iShares U.S. Home Construction ETF over the five most recently completed fiscal years.
Compensation Actually Paid and Net Income
The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our non-CEO NEOs, and our Net Income during the four most recently completed fiscal years.
| Cavco Industries, Inc. | www.cavco.com 43 |
Pay versus Performance
Compensation Actually Paid and Adjusted Pre-tax Income
The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our non-CEO NEOs, and our Adjusted Pre-tax Income during the four most recently completed fiscal years.
Company Performance Measures
Listed below are the financial and non-financial performance measures which in the Company’s assessment represent the most important performance measures used to link compensation actually paid to our NEOs for FY2025 to the Company’s performance:
Adjusted Pre-tax Income
Individual Objective Based Performance
Market Share
Relative TSR; and
Effective capital deployment as measured by return on invested capital
44 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.