Skyline Champion Corp
For the period ended Aug 1, 2024. Filed Jun 20, 2024.
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Aug 1, 2024 · Filed Jun 20, 2024
Contents
Pay versus Performance Table
The following table provides information regarding compensation actually paid to our Principle Executive Officer (“PEO”) and non-PEO NEOs during the last four fiscal years, as well as total shareholder return, net income and revenue.
| Summary Compensation Table Total for PEO ($) (1) · Compensation Actually Paid to PEO ($) (1) (2) · Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (3) · Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (3) (4) · Value of Initial Fixed $100 Investment Based on: · Net Income (in thousands) ($) · Company Selected Measure—Revenue (in thousands) ($) (6) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year · Cumulative Total Shareholder Return ($) · Cumulative Peer Group Shareholder Return ($) (5) | ||||||||
| 2024 | 5,672,498 | 4,968,664 | 1,756,948 | 1,609,135 | 542.16 | 416.21 | 146,696 | 2,024,823 |
| 2023 | 8,077,646 | 11,308,701 | 2,807,914 | 3,727,096 | 479.78 | 273.42 | 401,802 | 2,606,560 |
| 2022 | 5,765,742 | 9,156,467 | 2,160,329 | 3,003,453 | 350.00 | 217.54 | 248,044 | 2,207,229 |
| 2021 | 2,635,562 | 7,280,148 | 1,104,635 | 2,446,060 | 288.65 | 269.19 | 84,899 | 1,420,881 |
| Year | Summary Compensation Table Total for PEO ($) | Less: Grant Date Fair Value of Equity Awards Granted in Fiscal Year ($) | Plus: Fair Value of Unvested Equity at Fiscal Year-End (Current Year Awards) ($) | Plus: Increase/(Decrease) in Fair Value of Equity Vested During Fiscal Year ($) | Plus: Increase/(Decrease) in Fair Value of Unvested Equity at Fiscal Year-End (Prior Year Awards) ($) | Compensation Actually Paid to PEO ($) |
|---|---|---|---|---|---|---|
| 2024 | 5,672,498 | (4,908,968) | 4,908,968 | 96,634 | (800,468) | 4,968,664 |
| 2023 | 8,077,646 | (5,822,066) | 6,585,723 | 746,685 | 1,720,714 | 11,308,701 |
| 2022 | 5,765,742 | (3,660,296) | 2,908,784 | 2,538,546 | 1,603,691 | 9,156,467 |
| 2021 | 2,635,562 | (1,247,012) | 2,278,688 | 916,685 | 2,696,225 | 7,280,148 |
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Less: Grant Date Fair Value of Equity Awards Granted in Fiscal Year ($) | Plus: Average Fair Value of Unvested Equity at Fiscal Year-End (Current Year Awards) ($) | Plus: Increase/(Decrease) in Fair Value of Equity Vested During Fiscal Year ($) | Plus: Increase/(Decrease) in Fair Value of Unvested Equity at Fiscal Year-End (Prior Year Awards) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,756,948 | (1,328,377) | 1,328,377 | 62,140 | (209,953) | 1,609,135 |
| 2023 | 2,807,914 | (1,618,567) | 1,830,868 | 161,192 | 545,689 | 3,727,096 |
| 2022 | 2,160,329 | (1,125,595) | 936,428 | 647,903 | 384,389 | 3,003,453 |
| 2021 | 1,104,635 | (383,918) | 701,542 | 276,522 | 747,279 | 2,446,060 |
⬛
| (1) | For the four years presented, Mark Yost, President and CEO served as the Company’s PEO. The amounts shown in the “Summary Compensation Table Total for PEO” column reflect the amounts of total compensation reported for Mr. Yost for each corresponding year in the “Total” column of the Summary Compensation Table. |
| (2) | Adjustments to the Summary Compensation Table Total to arrive at Compensation Actually Paid (“CAP”) for our PEO are shown below. No adjustments were necessary for defined benefit and pension plans, dividends, equity awards granted and vested during the same fiscal year, or forfeitures. The assumptions used for determining the fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. |
| (3) | Non-PEO NEOs were: Laurie Hough, Tim Larson, Joseph Kimmel, and Wade Lyall in fiscal 2024 and 2023; Laurie Hough, Tim Larson, Joseph Kimmel, Wade Lyall, and Robert Spence in fiscal 2022; and Laurie Hough, Joseph Kimmel, Wade Lyall, and Robert Spence in fiscal 2021. |
| (4) | Adjustments to the Summary Compensation Table Total to arrive at CAP for non-PEO NEOs are shown below. No adjustments were necessary for defined benefit and pension plans, dividends, equity awards granted and vested during the same fiscal year, or forfeitures. |
| (5) | The peer group consists of Beazer Homes USA, Cavco Industries, Century Communities, LGI Homes, MDC Holdings, M/I Homes, Meritage Homes, Quanex Building Products Corp, and Tri Pointe Group, which is the same peer group we use in our fiscal 2024 Annual Report on Form 10-K. The peer group TSR calculation is weighted by market capitalization at the beginning of the applicable period. The comparison assumes $100 was invested for the period starting March 28, 2020, through the end of the listed fiscal year. The below graph illustrates the relationship between our Cumulative TSR and peer group TSR, and the relationship between our CAP and the cumulative TSR for the Company and our peer group: |
| Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement | 57 |
⬛
The below graphs illustrate the relationship between CAP and Net Income and CAP and Revenue, which in our assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) that we used to link compensation actually paid to our NEOs for fiscal 2024.
⬛
We structure our executive compensation program to award compensation that depends on, and rewards executives on the basis of individual and Company short and long-term performance and thereby fosters a pay-for-performance culture. The Compensation Committee selects the metrics used for both our short-term and long-term incentive awards because it believes they effectively drive financial and operational performance and incentivize our executives to pursue actions that create sustainable shareholder value. The financial performance measures used by the Company for fiscal 2024 to align the compensation actually paid to the Company’s NEOs to Company performance are:
Financial Performance Measures
Revenue
Earnings per Share
Relative Total Shareholder Return
Single Family Home Completion Market Share
| Notice of 2024 Annual Shareholder Meeting & 2024 Proxy Statement | 59 |
⬛ DIRECTOR COMPENSATION
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