UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Cavco Industries, Inc.

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Cavco 2022 Proxy Statement

To our Valued

Dear Fellow Shareholders:

Another outstanding financialfiscal year has been logged byends and as Chairman of the Board of Directors (“Board”) of Cavco Industries, Inc. (“Cavco” or the “Company”), (“Cavco”). As always,it is my privilege to address you with an update on the Company’s financial progress, achievements and outlook. On behalf of the entire Board, Cavco thanks you for your sustainedcontinued support and interest and support in the company. I am pleasedCompany. Your investment in Cavco has been instrumental in driving the Company’s success.

As your Board, we support the management team in achieving sustainable shareholder value by executing against a clear and focused strategy through prudent risk management, sound corporate governance, an executive compensation program aligned with the interests of our shareholders and a focused approach to invite you to attend Cavco’s 2022 Annual Meeting of Shareholders, scheduled for August 2, 2022. It will be held at Cavco’s corporate offices located at 3636 North Central Avenue, Phoenix, Arizona 85012. The meeting will begin promptly at 9:00 AM Local Time.

For Cavco, FY2022 was a year of extraordinary achievements that were accomplished despite the continued COVID-19 health crisis gripping the nationenvironmental, social and an ever-changing economic environment.governance (“ESG”) leadership and engagement. The Board would like to highlight a few areas of Directors congratulates Cavco’s management team for being proactive and strategic as it confronted increased interest rates, a dynamic supply chain and challenges associated with economically sourcing building materials for its operations.

Despite being confronted with these business obstacles throughout the year, Cavco still recorded increased revenue and earnings growthparticular significance for the twelfth straight year. In addition, Cavco continued to invest in capital improvements at its facilities, completedCompany this past fiscal year:

As the Company moves forward, we remain focused on our long-term strategic acquisitions, conducted a stock repurchase program for the benefit of its shareholders, increased employee hourly wagesobjectives and enhanced paid personal time off benefits. Overall, a tremendous year for the company, its employees and shareholders that should be celebrated.

Last year Cavco issued its inaugural Corporate Responsibility Report (“CRR”) that set forth the company’sour commitment to Environmental, Socialsustainable growth. We recognize the challenges that lie ahead, including evolving market and Governance (“ESG”) best practices. The CRR highlighted Cavco’s ESG philosophy as well as notable developmentsfinancial dynamics. However, the Company is confident in its ability to navigate these obstacles and business objectives. The Board and management are fully aligned regarding the importance of Cavco’s continued improvement in this area. Management is committed to continue working with key stakeholders regarding development of initiatives that support environmental sustainability, employee safety, workforce development and contributions to the communities Cavco serves.capitalize on opportunities.

The attached Notice of Annual Meeting of Shareholders 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 the other items of business to be conducted at the meeting.

Your vote is extremely important and Cavco encourages all Shareholders to be represented at the meeting. Please vote your shares using the Internet, telephone or enclosed proxy card.

On behalf of the Cavcopertinent information. The Board of Directors and all Cavco employees, thankthanks you for being ayour continued confidence and we appreciate the opportunity to serve Cavco shareholder. Due to management’s exceptional leadership, we remain extremely excited about the company’s current business direction and the potential opportunities that the upcoming fiscal year holds for the benefit of our shareholders.on your behalf.

Notice of Annual Meeting of Shareholders of Cavco Industries, Inc.

Cavco Industries, Inc. 2022 2023 Proxy Statement

Table of Contents

Cavco Industries, Inc. 2023 Proxy Statement

CAVCO INDUSTRIES, INC.

PROXY STATEMENT

Annual Meeting of Shareholders to be held August 2, 20221, 2023

Proxy Summary

Theaccompanyingproxy,mailedtogetherwiththis definitive proxy statement (collectively,Proxy Statement (“Proxy Statement” and collectively, the “proxy”),issolicitedbyandonbehalfoftheBoardof Directors (the “Board”) of Cavco Industries, Inc. (“Cavco” or the “Company”), a Delaware corporation, for use at the Annual Meeting of Shareholders (the “annual meeting”“Annual Meeting”) of Cavco to be held on August 2, 2022,1, 2023, at 9:00 AM Local Time, and at any adjournment thereof. The mailing address of the Company’s corporate office is: 3636 North Central Avenue, Suite1200, Phoenix, Arizona85012.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON AUGUST 2, 2022:1, 2023:

Thenoticeofmeeting,Proxy Statement,annualreportandproxy statement, annual report and proxy cardareavailableatwww.proxyvote.com.

Purposes of the Annual Meeting

At the annual meeting,Annual Meeting, the Company will ask its shareholders to:

Our Board does not know of any additional matters that may be acted upon at the annual meetingAnnual Meeting other than those matters set forth above.

This proxy will be available on the Internet, and the Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to shareholders, beginning on or about June 21, 2022.15, 2023.

Stock Ownership

Unless otherwise stated, the following table sets forth information with respect to the Company's Common Stockstock beneficially owned as of June 3, 20222, 2023 or, in respect of any 5% Holder (as defined below), the date of such holder's most recent Schedule 13D or Schedule 13G filed with the Securities and Exchange Commission (“SEC”) on or before June 3, 2022,2, 2023, by: (a) persons that, to the Company's knowledge, were the beneficial owners of more than 5% of the Company's outstanding Common Stockstock (“5% Holders”); (b) each current Director and director nominee of the Company; (c) each of the executive officers named in the Summary Compensation Table in this Proxy Statement (“NEO”(each an “NEO”); and (d) all Directors and executive officers of the Company as a group. Except where specifically noted in the table, all the shares listed for a person or the group are directly held by such person or group members, with sole voting and dispositive power. The percentages of class amounts set forth in the table below are based upon 8,893,2128,675,203 shares of common stock outstanding on June 3, 2022,2, 2023, net of treasury shares.

Stock Ownership

Stock Ownership

(i) shares that may be acquired upon exercise of stock options within 60 days of June 3, 2022: Mr. Bigbee – 174 shares;2, 2023: Ms. Blount – 7,50010,000 shares; Mr. Boor – 42,42842,100 shares; Mr. Bunger – 12,0008,000 shares; Mr. Cira – 7501,000 shares; Mr. Dragash – 4,5545,200 shares; Mr. Greenblatt – 16,0004,000 shares; Mr. Kerley – 7,50010,000 shares; Mr. Niño – 1,6532,300 shares; and all Directors, Director nominees and executive officers of Cavco as a group (16(15 individuals) – 106,63696,824 shares;

(ii) shares that may be acquired upon vesting of restricted stock units within 60 days of June 3, 2022:2, 2023: Ms. Blount – 450 shares; Mr. Boor – 379 shares; Mr. Bunger – 600650 shares; Mr. Greenblatt – 450 shares; Mr. Kerley – 450 shares; Mr. Moster – 450 shares; Ms. Sze – 450 shares; and all Directors, Director nominees and executive officers of Cavco as a group (16(15 individuals) – 3,2293,279 shares; and

(iii) shares to be acquired upon retirement from the Board under a restricted stock unit deferral election: Mr. Greenblatt – 1,2501,700 shares.

Delinquent Section 16(a) Reports

Executive officers, directors and “beneficial owners” of more than ten percent of our common stock must file initial reports of ownership and changes in ownership with the SEC under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based solely on our review of such forms filed electronically with the SEC, or representations that no forms were required, we believe that during fiscal 2023 all of our executive officers and directors complied with all filing requirements of Section 16(a) of the Exchange Act with the exception that one Form 4 for Allison K. Aden filed on October 5, 2022, reporting one transaction, was late as a result of administrative oversight and did not involve an open market transaction.

PROPOSAL NO. 1:

Election of Directors

The Company’s Restated Certificate of Incorporation and Third Amended and Restated Bylaws (the “Bylaws”) provide for the division of the Board into three classes, with the Directors in each class holding office for staggered terms of three years each. Each class of Directors is to consist, as nearly as possible, of one-third of the total number of Directors constituting the entire Board. There are presently threetwo Directors in Class III whose terms expire at the 2022 annual meeting.2023 Annual Meeting. Each Director holds office until his or her successor has been elected and qualified or until the Director’s resignation or removal.

Ms. Blount and Mr. Greenblatt, Mr. Kerley and Ms. Sze,Boor, members of the Board whose terms expire at the annual meeting,Annual Meeting, will stand for re-election. They have been nominated for service as Directors by our Corporate Governance and Nominating Committee, and the full Board pursuant to the procedures described under “Director Compensation—Director Nominating Process” herein. Unless contrary instructions are indicated in the proxy, it is intended that the shares represented by the accompanying proxy will be voted for the election of these nominees or, if a nominee becomes unavailable (which the Company does not anticipate), for such substitute nominee as the Board shall designate.

In order to be elected as a Director, a nominee must receive an affirmative vote of the majority of votes cast with respect to that Director nominee’s election, which means the number of votes cast “FOR” a Director nominee’s election must exceed the number of votes cast “AGAINST” that Director nominee’s election.

Recommendation of the Board

Proposal No.PROPOSAL NO. 1: Election of Directors

Nominees for Director Standing for Election in Class II

PROPOSAL NO. 1: Election of Directors

Continuing Directors

Class III Directors

Terms Expiring in 2024

PROPOSAL NO. 1: Election of Directors

Continuing Directors

Class I Directors

Terms Expiring in 2025

PROPOSAL NO. 1: Election of Directors

Continuing Directors

Class I Directors

Terms Expiring in 2025

Proposal No. 1: Election of Directors

Continuing Directors

Class II Directors

Terms Expiring in 8  2023

Proposal No.PROPOSAL NO. 1: Election of Directors

Continuing Directors

Class III Directors

Terms Expiring in 2024

Proposal No. 1: Election of Directors

Board Experience and Expertise

Our directors collectively possess the expertise, leadership skills, and diversity of experiences and backgrounds to oversee management’s execution of its growth strategy and protect long-term shareholder value. The skills matrix below summarizes the qualifications of our directors and more detailed information can be found in the director biographies above.

*  Manufactured Housing (“MH”), Financial Services (“FS”)

** Environmental (“E”), Social (“S”) and Governance (“G”) (collectively, “ESG”).

Director Compensation

Directors who are also officers or employees of the Company do not receive any special or additional remuneration for service on the Board. In fiscal year 2022,2023, we compensated our Directors as follows:

The following table provides information regarding compensation paid to each non-employee Director during the fiscal year ended April 2, 2022:1, 2023:

The aggregate number of unvested RSUs held by the directors as of April 2, 2022were1, 2023,was as follows: Ms. Blount – 450 RSUs; Mr. Bunger – 600650 RSUs; Mr. Greenblatt – 450 RSUs; Mr. Kerley – 450 RSUs; Mr. Moster – 450 RSUs; and Ms. Sze – 450 RSUs.

The aggregate number of unexercised options held by the directors as of April 2, 2022 were1, 2023, was as follows: Ms. Blount – options to purchase 10,000 shares; Mr. Bunger – options to purchase 12,0008,000 shares; Mr. Greenblatt – options to purchase 16,0004,000 shares; and Mr. Kerley – options to purchase 10,000 shares.

Director Compensation

Board and Committee Meetings

Meeting Participation

The Board held eightfive meetings during fiscal year 2022.2023. Each Director attended at least 75% of the combined total of (i) all Board meetings and (ii) all meetings of Board committees of which the Director was a member (during the periods for which he or she served on the Board and such committees). The non-employee Directors met regularly in executive sessions during fiscal year 2022.2023.

Committee Composition

The Board has the following four standing committees: (1) Audit; (2) Compensation; (3) Corporate Governance and Nominating; and (4) Legal and Compliance Oversight. 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 at https://investor.cavco.com/general-documents. Messrs. Boor and Bunger are not members of any committee of Cavco’s committees.the Board. Additional information regarding each of the current committees and their composition as of the mailing date of this Proxy Statement appear in the table below:

* Audit Committee Financial Expert

Audit Committee

Director Compensation

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 or related financial-management expertise required under the Nasdaq rules. The attributes of Mr. Kerley that qualify him as an audit committee financial expert are set forth in his biography and qualifications under the heading “Proposal No. 1: Election of“Continuing Directors, — Nominees for Director Standing for ElectionClass I Directors, Terms Expiring in Class I.2025.” In addition, each member of the Audit Committee is “independent” under the additional independence requirements of Rule 10A-3 of the Securities Exchange Act, of 1934, as amended (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.

Compensation Committee

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.

Corporate Governance and Nominating Committee

Director Compensation

Each member of the Corporate Governance and Nominating Committee is “independent” under the independence requirements of the Nasdaq rules applicable to nominating committees.

Director Compensation

Legal and Compliance Oversight Committee

The Legal and Compliance Oversight Committee is comprised entirely of non-management Directors.

Annual Meeting Attendance

All Board members are expected to attend the Company’s annual meeting of shareholders, unless an emergency or unavoidable conflict prevents them from doing so. All Directors then serving attended the Company’s 20212022 annual meeting of shareholders held on August 5, 2021.2, 2022.

Director Nominating Process

Director Compensation

Board Composition and Diversity

The following charts provide information on the current composition of our Board. Ethnic diversity refers to an underrepresented minority which the Company defines as an individual who self-identifies in one or more of the following groups: African American or Black, Alaskan Native or Native American, Asian, Hispanic or Latinx, Native Hawaiian or Pacific Islander, or two or more races or ethnicities. Currently, one member of Cavco’s Board identifies as ethnically diverse.

The Company’s Board Diversity Matrix for 2022 is disclosed in its 2022 proxy statement filed with the SEC on June 22, 2022.

Director Compensation

Other Board Matters

Director Independence

The Board has determined that all the members of the Board, other than William C. Boor who is the President and CEO of Cavco, are “independent” in accordance with: (1) the applicable requirements of the Exchange Act, and the rules adopted by the SEC; and (2) applicable Nasdaq rules.

Board Leadership Structure

The Board has adopted a policy separating the position of the Chairman of the Board from the position of President and CEO in order to enhance the independence of the Board.

The Board’s Role in Risk Oversight

The Board oversees the Company’s risk profile and management’s processes for assessing and managing risks associated with the Company’s business operations and strategies. Management is responsible for the assessment and management of the Company’s risks which include the creation of appropriate risk management policies and procedures. Further, management informs the Board of the Company’s most significant risks and the proposed strategies for managing those risks.

The Board oversees the Company’s business plans. The Board also provides oversight of risk through its standing committees:

Director Compensation

Stock Ownership and Retention

To further align the interests of Cavco’s leadership with those of the shareholders as well as promote the Company’s commitment to sound corporate governance, the Company has adopted stock ownership guidelines for key executives and all non-employee Directors.

Director Stock Ownership Guidelines:

On or before the fifth full fiscal year after the year of appointment or election, Directors should own and retain shares of the Company’s common stock equal to at least five times (5x) the annual cash retainer.

Officer Stock Ownership Guidelines:

Officers should own and retain shares of the Company’s common stock as follows:

Compensation Committee Interlocks and Insider Participation

Mr. Moster and Mses. Blount and Sze served as members of the Compensation Committee in fiscal year 2023. None of these individuals have ever been an employee of the Company. During fiscal 2023, 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.

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

The Board has approved a Securities Trading Policy (“STP”) that prohibits hedging, pledging, short selling and buying or selling derivatives related to the Company’s securities. The STP does not have a hardship exemption for Directors or executive officers as it pertains to these prohibitions. The STP is posted on our website at https://investor.cavco.com/general-documents.

Director Compensation

Majority Vote Policy for Director Elections

The Board has adopted a policy which provides that, if a Director up for election does not receive a majority of the votes cast, such Director shall submit an irrevocable resignation to the Corporate Governance and Nominating Committee or such other committee designated by the Board. Such committee will make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken. The Board will act on the resignation, taking into account the committee’s recommendation, and the Company will publicly disclose the Board’s determination by filing the appropriate disclosure with the SEC detailing the Board’s determination and, if such resignation is rejected, the rationale behind the decision, within 90 days following certification of the election results. The Corporate Governance and Nominating Committee or another designated committee in making its recommendation and the Board in making its decision each may consider any factors and other information that they consider appropriate and relevant. If the Board accepts a Director's resignation, or if a Director nominee is not elected and the nominee is not an incumbent Director, then the Board may fill the resulting vacancy pursuant to the Company’s Restated Certificate of Incorporation and the Bylaws. This policy applies only to uncontested elections of Directors.

Environmental, Social and Corporate Governance

Commitment to Sustainability

The CompanyCavco is a leading designer and builder of systems-built structures including manufactured homes, modular homes, commercial buildings, park model RVs and vacation cabins. The Company operates 26 manufacturingFounded in 1965, our operations include 29 homebuilding production lines acrosslocated throughout the nation,United States and two production lines in Mexico, which build some of the most widely recognizable brand names within the factory-built housing industry.

The Company is committed to providing quality, energy-efficientenergy efficient housing at affordable prices in an environmentally sensitiveconscious manner, with a well-trainedas well as adhering to relevant federal and well treated workforcelocal regulations regarding employee health and a sound approach to corporate governance.safety. The following are the most critical environmental, social and governance (“ESG”) topics identified by the Board and senior management and how the Company’s leadership prioritizes these areas of focus in our operations:

Board and Senior Management OversightLeadership Structure

In fiscal 2022,The Board has adopted a policy separating the position of the Chairman of the Board took an increasingly active rolefrom the position of President and CEO in overseeingorder to enhance the initiativesindependence of the Board.

The Board’s Role in Risk Oversight

The Board oversees the Company’s seniorrisk profile and management’s processes for assessing and managing risks associated with the Company’s business operations and strategies. Management is responsible for the assessment and management is undertaking to integrate ESG principles in its strategy and operations. The Company believes a robust approach to ESG will strengthen manufacturing excellence, enhance our employee and customer experience, serve the communities where we do business and increase long-term shareholder value.

One of the processes we implemented in fiscal 2022 to increaseCompany’s risks which include the focus on ESG priorities was creating a cross-functional working groupcreation of subject matter expertsappropriate risk management policies and business leaders to designprocedures. Further, management informs the Board of the Company’s most significant risks and lead ESG initiatives and monitor their effectiveness. Some examples of specific focus areas include safety, benefits enhancement, waste reduction, recycling efforts and local volunteering programs.the proposed strategies for managing those risks.

The Board oversees the Company’s ESG strategy is more fully set forth inbusiness plans. The Board also provides oversight of risk through its updated Corporate Responsibility Report (“CRR”) which can be found at https://investor.cavco.com/general-documents/standing committees:

Director Compensation

Stock Ownership and Retention

To further align the interests of Cavco’s leadership with those of the shareholders as well as promote the Company’s commitment to sound corporate governance, the Company has adopted stock ownership guidelines for key executives and all non-employee Directors.

Director Stock Ownership Guidelines:

On or before the fifth full fiscal year after the year of appointment or election, Directors should own and retain shares of the Company’s common stock equal to at least five times (5x) the annual cash retainer.

Officer Stock Ownership Guidelines:

Officers should own and retain shares of the Company’s common stock as follows:

Compensation Committee Interlocks and Insider Participation

Mr. Moster and Mses. Blount and Sze served as members of the Compensation Committee in fiscal year 2023. None of these individuals have ever been an employee of the Company. During fiscal 2023, 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.

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

The Board has approved a Securities Trading Policy (“STP”) that prohibits hedging, pledging, short selling and buying or selling derivatives related to the Company’s securities. The STP does not have a hardship exemption for Directors or executive officers as it pertains to these prohibitions. The STP is posted on our website at https://investor.cavco.com/general-documents.

Director Compensation

Majority Vote Policy for Director Elections

Environmental Responsibility

Our business is inherently more environmentally responsible than site-built construction, and we intend to keep innovating to increase the energy efficiency of our homes and reduce waste from our manufacturing processes.

Our focus on improving the environmental performance of our homes involves both design enhancements and choice of renewable materials. Our homes include environmentally-friendly features such as high indoor air quality, specially designed ventilation systems and energy-efficient envelopes. Many of our U.S. manufacturing facilities are certified to produce Energy Star® energy efficient rated homes throughThe Board has adopted a special EPA programpolicy which provides that, if a Director up for manufactured housing. Approximately 5,000 homes produced in fiscal year 2022 have been Energy Star® certified.

One exampleelection does not receive a majority of the Company’s commitmentvotes cast, such Director shall submit an irrevocable resignation to the environmental sustainabilityCorporate Governance and Nominating Committee or such other committee designated by the Board. Such committee will make a recommendation to the Board as to whether to accept or reject the resignation of our production processessuch incumbent Director, or whether other action should be taken. The Board will act on the resignation, taking into account the committee’s recommendation, and the Company will publicly disclose the Board’s determination by filing the appropriate disclosure with the SEC detailing the Board’s determination and, if such resignation is rejected, the installationrationale behind the decision, within 90 days following certification of the modernelection results. The Corporate Governance and efficient solar panels on our new Glendale, Arizona factory. This state-of-the-art solar energy system will supply approximately 60% ofNominating Committee or another designated committee in making its recommendation and the total electrical usage of this facility and reduceBoard in making its carbon footprint by an estimated 1,642 metric tons annually. We are currently evaluating other renewable energy opportunities for our other production facilities.

Social Impact

The Company has an ongoing focus to continually improve its culture and talent management practices through the implementation of Human Capital Management (“HCM”) reporting and practices. The Company is committed to pay equity and regularly reviews its compensation model to provide fair and inclusive pay practices throughout the business. The Company recently initiated two new leadership training programs, called “Navigate” and “Ignition”, for employees in supervisory roles to enhance communicationdecision each may consider any factors and other critical management skills to improveinformation that they consider appropriate and relevant. If the oversight and motivation of the workforce. The Navigate programBoard accepts a Director's resignation, or if a Director nominee is designed for supervisors and team leads in our manufacturing operationsnot elected and the Ignition programnominee is geared toward members ofnot an incumbent Director, then the manufacturing and corporate leadership group. To date, 249 employees have completedBoard may fill the Navigate program and 108 employees have completed Ignition training.

The health and wellness ofresulting vacancy pursuant to the Company’s employees is a top priorityRestated Certificate of Incorporation and in recognitionthe Bylaws. This policy applies only to uncontested elections of this the Company aims to provide a robust health and wellness package. The Company regularly updates its benefits plans to remain competitive and 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.

Employee safety continues to be a focus and we’ve expanded our approach to improving it. In 2020, our Safety and Risk Management Department engaged a third-party consulting firm to perform Safety Appraisals of our production facilities experiencing Total Recordable Incident Rates (“TRIR”) higher than the national average of our peers. Using this study and other data we began a company-wide safety initiative branded “Safety Now”. This program functions to emphasize safety awareness and provide training and incentives to create a “safety first” culture. As part of our increased safety training plan, we encourage

Director CompensationDirectors.

plant Safety Coordinators to complete an OSHA 10-hour training course and in September 2021, we hosted an OSHA 30-hour training program for 13 of our key team members.

Our safety efforts are achieving measurable results:

The Company is also focused on making a positive impact in communities through charity and fundraising, educational sponsorship and local community development.  The Company strengthens communities by supporting volunteerism and participation in philanthropic initiatives. Our charitable efforts include:

The Company believes in fairness, cooperation and equal opportunity. The Company expects its employees to conduct themselves in a mature, responsible, professional and respectful manner in the workplace. The Company and its employees work together to maintain a safe, respectful and productive workplace.

The Company fosters and embraces a diverse workforce in which employees are encouraged to respect each other. The Company’s pledge to diversity and equality encompasses its commitment to create a work environment which embraces inclusion. The Company’s goal is to champion a culture of attracting, retaining, and developing a workforce that is diverse in background, knowledge, skillset and experience. As of April 2, 2022, the Company employed approximately 6,328 employees. Women represented 21% and self-identified ethnic and racial minorities represented 49% of the Company’s workforce, respectively.

Emblematic of the Company’s approach to its employees and communities is how it responded to the COVID-19 pandemic. In March of 2020, the Company created a COVID-19 task force consisting of senior leadership meeting weekly to discuss, among other things: infection rates and related trends; proposed federal, state and local recommendations; and any substantial impacts upon the Company and its employees. This committee benefits the business by providing timely guidance on this important issue.

Culture of Governance

Cavco’s board and senior management team believe that governance is foundational to success in the long term. The Company emphasizes a culture of accountability and conducts the business in a manner that is fair, ethical and responsible. The Company also maintains robust corporate compliance and risk management programs to ensure adherence with applicable laws and regulations governing the Company’s business practices.

We have made tremendous investment in our culture of governance in recent years. We have brought new directors with new skillsets onto our board, with four of our seven directors joining since 2019. We have implemented new board practices and procedures to improve communications and controls. We separated the role of CEO and Chairman of the Board. We have increased the diversity of the board by adding two women and a person from an underrepresented group. Six of our seven directors are independent. The Board is governed by a formal Code of Conduct.

At the same time that our board has evolved, we have strengthened our management team by bringing in new talent, including CEO, CFO, Chief Accounting Officer, General Counsel and Chief Compliance Officer, and Chief Technology Officer.

The Company is subject to rigorous controls, quarterly financial reviews and annual audits. The Board actively oversees our audit, compliance and enterprise risk management practices. Both the compliance and risk management teams ensure compliance with applicable laws and regulations by coordinating with

Director Compensation

subject-matter experts throughout the business to identify, monitor and mitigate material risks. The Company leverages current encryption configurations and cyber-technologies systems throughout the operation, devices and third-party connections. Lastly, reviews of vendor encryption to ensure proper information security safeguards are maintained and regularly reviewed.

The Company routinely engages with our shareholders to better understand their views on ESG matters, carefully considering the feedback received and acting when appropriate. For more information, please visit our website: https://investor.cavco.com/

Director Compensation

Director Nominating Process

Director Compensation

Board Composition and Diversity

The following charts provide information on the current composition of our Board. Ethnic diversity refers to an underrepresented minority which the Company defines as an individual who self-identifies in one or more of the following groups: African American or Black, Alaskan Native or Native American, Asian, Hispanic or Latinx, Native Hawaiian or Pacific Islander, or two or more races or ethnicities. Currently, one member of Cavco’s Board identifies as ethnically diverse.

Director Compensation

Other Board MattersEnvironmental, Social and Governance

Director IndependenceCommitment to Sustainability

Cavco is a leading designer and builder of systems-built structures including manufactured homes, modular homes, commercial buildings, park model RVs 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.

The Board has determined that allCompany is 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 are the members ofmost critical environmental, social and governance (“ESG”) topics identified by the Board other than William C. Boor who isand senior management and how the President and CEOCompany’s leadership prioritizes these areas of Cavco, are “independent”focus in accordance with: (1) the applicable requirements of the Exchange Act, and the rules adopted by the SEC; and (2) applicable Nasdaq rules.our operations:

Board Leadership Structure

The Board has adopted a policy separating the position of the Chairman of the Board from the position of President and CEO in order to align the Chairman’s role with the Company’s independent Directors and enhance the independence of the Board from management.Board.

The Board’s Role in Risk Oversight

The Board oversees the Company’s risk profile and management’s processes for assessing and managing risks associated with the Company’s business operations and strategies. Management is responsible for the assessment and management of the Company’s risks which include the creation of appropriate risk management policies and procedures. Further, management informs the Board of the Company’s most significant risks and the proposed strategies for managing those risks.

The Board oversees the Company’s business plans. The Board also provides oversight of risk through its standing committees:

•      The Board expects management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day operations. The Board oversees management’s assessment and management of likely areas of material risk.

Director Compensation

Stock Ownership and Retention

To further align the interests of Cavco’s leadership with those of the shareholders as well as promote the Company’s commitment to sound corporate governance, the Company has adopted stock ownership guidelines for key executives and all non-employee Directors.

Director Stock Ownership Guidelines:

On or before the fifth full fiscal year after the year of appointment or election, Directors should own and retain shares of the Company’s common stock equal to at least five times (5x) the annual cash retainer.

Officer Stock Ownership Guidelines:

Officers should own and retain shares of the Company’s common stock as follows:

Compensation Committee Interlocks and Insider Participation

Mr. Moster and Mses. Blount and Sze served as members of the Compensation Committee in fiscal year 2022.2023. None of these individuals have ever been an employee of the Company. During fiscal 2022,2023, 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.

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

The Board has approved a Securities Trading Policy (“STP”) that prohibits hedging, pledging, short selling and buying or selling derivatives related to the Company’s securities. The STP does not have a hardship exemption for Directors or executive officers as it pertains to these prohibitions. The STP is posted on our website at https://investor.cavco.com/general-documents.

Director Compensation

Majority Vote Policy for Director Elections

The Board has adopted a policy which provides that, if a Director up for election does not receive a majority of the votes cast, such Director shall submit an irrevocable resignation to the Corporate Governance and Nominating Committee or such other committee designated by the Board. Such committee will make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken. The Board will act on the resignation, taking into account the committee’s recommendation, and the Company will publicly disclose the Board’s determination by filing the appropriate disclosure with the SEC detailing the Board’s determination and, if such resignation is rejected, the rationale behind the decision, within 90 days following certification of the election results. The Corporate Governance and Nominating Committee or another designated committee in making its recommendation and the Board in making its decision each may consider any factors and other information that they consider appropriate and relevant. If the Board accepts a Director's resignation, or if a Director nominee is not elected and the nominee is not an incumbent Director, then the Board may fill the resulting vacancy pursuant to the Company’s Restated Certificate of Incorporation and the Bylaws. This policy applies only to uncontested elections of Directors.

Environmental, Social and Governance

Commitment to Sustainability

Cavco is a leading designer and builder of systems-built structures including manufactured homes, modular homes, commercial buildings, park model RVs 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.

The Company is 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 are the most critical environmental, social and governance (“ESG”) topics identified by the Board and senior management and how the Company’s leadership prioritizes these areas of focus in our operations:

Board and Senior Management Oversight

Cavco’s leadership believes a robust approach to ESG will strengthen manufacturing excellence, enhance our employee and customer experience, serve the communities where we do business and increase long-term shareholder value. The Board and its committees support management’s integration of ESG principles into our business strategy in ways that optimize opportunities to make positive impacts while advancing long-term goals. Our Board provides oversight on ESG efforts and Cavco’s executive leadership guides and develops these corporate responsibility programs and provides regular updates to the Board on progress.

In 2021, we completed our first assessment of ESG priorities—examining a range of key stakeholders, including investors, customers, employees, rating organizations and by studying industry peers. We also drew upon the subject matter expertise of colleagues throughout our organization to collect and organize content. In 2022, we continued to make notable progress on ESG matters, including the following:

Against this backdrop, we have engaged with our internal and external stakeholders on our ESG topics to help further inform our future direction. The three areas of focus that we are committed to making a positive impact on our world are: (1) Environmental Responsibility, (2) Social Impact and (3) Culture of Governance.

Environmental, Social and Corporate Governance