Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



At a meeting of the Compensation Committee (the "Committee") of the Company's
Board of Directors (the "Board") on May 24, 2021, and a continuation thereof on
June 28, 2021, the Committee approved the following: (a) base salary increases
for certain officers; (b) a short-term performance-based incentive compensation
plan for fiscal year 2022; and (c) a long-term equity incentive plan for the
performance period fiscal year 2022 through fiscal year 2024, referred to
collectively as the fiscal year 2022 Executive Compensation Plan (the "Plan").
The Plan applies to the following officers: William C. Boor, President and Chief
Executive Officer ("CEO"); Mickey R. Dragash, Executive Vice President, General
Counsel, Corporate Secretary and Chief Compliance Officer; Matthew A. Niño,
President of Retail; Lyle D. Zeller, President, CountryPlace Acceptance Corp.;
and Paul W. Bigbee, Chief Accounting Officer.
The compensation for Messrs. Boor and Dragash is generally established by their
existing individual employment agreements.
Base Salaries
The Committee approved base salary compensation increases for the following
officers: Mr. Boor's base salary was increased by $25,000 to $850,000, and Mr.
Bigbee's base salary was increased by $20,000 to $220,000.
The Plan includes the following incentive components:
Annual Short-Term Incentive Cash Compensation
Messrs. Boor, Dragash, Niño and Bigbee were each granted an opportunity to earn
a performance-based cash bonus under the Short-Term Incentive Plan ("STIP"). For
fiscal year 2022, the individual awards are expressed as a percentage of each
base salary.
Each officers' eligibility to earn a cash bonus is tied to the Company's actual
corporate financial performance measured against the budget as approved by the
Committee. For STIP compensation, the performance criteria is based on the
pre-tax profit for the Company's manufactured housing and financial services
business segments. The STIP target for fiscal year 2022 is comprised of two
components, allocated as follows: (1) 90% based on factory-built housing pre-tax
profit; and (2) 10% based on financial services pre-tax profit. For Mr. Boor,
the STIP compensation will be based entirely upon corporate performance
measures. For Messrs. Dragash, Niño and Bigbee, the STIP compensation will be
based upon a mixture of corporate performance measures and individual
performance objectives as approved by the Committee in coordination with Mr.
Boor regarding the individual performance objectives.
The threshold, target and maximum STIP payouts for each individual are equal to
as follows:
                               Percentage of Base Salary
                     Threshold            Target            Maximum
William C. Boor        60.0%              120.0%            240.0%
Mickey R. Dragash      42.0%              70.0%              84.0%
Matthew A. Niño        12.5%              25.0%              37.5%
Paul W. Bigbee         12.5%              25.0%              37.5%


In addition, Mr. Nino, President of Palm Harbor Villages, Inc., has the
opportunity to receive 0.5% of pre-tax earnings for that business unit.
Mr. Zeller's STIP program is at the discretion of the President and CEO of the
Company and he is eligible to receive 5% of pre-tax income for the financial
operation he oversees.

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Long-Term Equity Incentive Compensation
Under the equity-based program, or Long-Term Incentive Plan ("LTIP"),
established by the Committee for fiscal year 2022, certain officers are entitled
to receive equity-based awards under the Cavco Industries, Inc., 2005 Stock
Incentive Plan.
The Committee awarded time-based restricted stock units ("RSUs") and
performance-based restricted stock units ("PRSUs") under the LTIP as set forth
in the table below:
                                                          Time-Based RSUs                                          PRSUs
                                           Grant Date Value            Number of RSUs             Grant Date           Number of PRSUs(1)
                                                                                                    Value
William C. Boor                           $        957,668                          4,500       $   957,668                            4,550
Mickey R. Dragash                                     125,964                         600              125,964                           600
Matthew A. Niño                                        52,485                         250               52,485                           250
Paul W. Bigbee                                         52,485                         250               52,485                           250


(1) Number of PRSUs achieved assumes "target" level of performance.
The time-based RSUs will vest in three equal annual installments on the first,
second and third anniversaries of the date of grant, provided that the officer
is employed by the Company on each vesting date.

Each PRSU will vest and be settled through the issuance of a share of the
Company's common stock upon achievement of the targets set by the Committee as
described below. No PRSU will vest for each respective component for performance
below the threshold level.
The number of PRSUs awarded to each officer is allocated equally among three (3)
performance measures with each measured separately as follows: (i) relative
total shareholder return benchmarked against a peer group as approved by the
Committee; (ii) market share expansion; and (iii) manufacturing labor
efficiency. The Committee has established threshold, target and maximum levels
for achievement by the Company during the period beginning April 4, 2021 and
ending March 30, 2024. The achievement levels for each performance measure will
be measured individually.
The threshold, target and maximum LTIP payouts for the PRSUs for each officer
are equal to the following:
                                Percentage of PRSU Grant Date Value
                     Threshold                Target                  Maximum
William C. Boor         50%                    100%                    200%
Mickey R. Dragash       60%                    100%                    120%
Matthew A. Niño         50%                    100%                    150%
Paul W. Bigbee          50%                    100%                    150%


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