Cavco Industries : 2024 Proxy Statement

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P R O X Y S T A T E M E N T

Dear Fellow Stockholders:

Another fiscal year ends and as Chairman of the Board of Directors of Cavco Industries, Inc., it is my privilege to address you with an update on Cavco's financial progress, achievements, and outlook. On behalf of the entire Board, Cavco thanks you for your continued support and interest in the Company. Your investment in Cavco has been instrumental in driving the Company's success.

As your Board, we support the management team in achieving sustainable stockholder value by executing against a clear and focused strategy supported by prudent risk management, sound corporate governance, an executive compensation program aligned with the interests of our stockholders, and a focused approach to environmental, social, and governance ("ESG") leadership and engagement. The Board would like to highlight a few areas of particular significance for the Company this past fiscal year:

• Revenue and Net Income: The Company achieved the second highest revenue total in the history of the Company and the third highest amount of net income.
• Profitability: The Company's focus on operational efficiency and cost optimization resulted in gross profit as a percentage of net revenue of 23.8%.
• Health and Safety: Cavco has invested in its employees with training and workforce development programs that focus on safety first. As a result, the Company's OSHA total recordable incident frequency rate for the calendar year dropped by 33% from the year prior even while adding four new manufacturing facilities to our system.

As the Company moves forward, we remain focused on our long-term strategic objectives and our commitment to sustainable growth. We recognize the challenges that lie ahead, including evolving market and financial dynamics. However, the Company is confident in its ability to navigate these obstacles and capitalize on opportunities.

The attached Notice of Annual Meeting of Stockholders 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 other pertinent information. The Board thanks you for your continued confidence and we appreciate the opportunity to serve Cavco on your behalf.

Sincerely,

Steven G. Bunger

Chairman of the Board of Directors

June 13, 2024

Notice of

2024 Annual Meeting of Stockholders of

Cavco Industries, Inc.

Meeting Information

Date: July 30, 2024

Time: 9:00 AM Local Time

Place: Cavco Industries, Inc.

3636 North Central Avenue

Phoenix, Arizona 85012

Voting Information

To ensure representation of your shares at the Annual Meeting, you must vote in the manner described within the accompanying proxy. To vote beforethe Annual Meeting, you must vote by:

1. Telephone;
2. The Internet; or

(3) Mail.

The deadline for voting by telephone or online is 11:59 PM (EDT) on July 29, 2024. If voting by mail, all proxies must be received beforethe Annual Meeting.

Items of business to be voted on at the 2024 Annual Meeting of Stockholders:

1. To elect two directors to the Class III Director group to serve until the Annual Meeting of Stockholders in 2027, or until their successors have been elected and qualified;
2. To hold an advisory vote to approve the compensation of the Company's named executive officers;
3. To ratify the appointment of RSM US LLP as the Company's independent registered public accounting firm for fiscal year 2025; and
4. To transact such other business as may properly come before the meeting or any adjournment thereof.

Annual Report:

The Company's Annual Report is available at www.ProxyVote.comand may also be viewed on the Company's website at investor.cavco.com/annualmeeting

Who Can Vote:

You can vote if you were a stockholder of record at the close of business on June 3, 2024.

By Order of the Board of Directors

Seth G. Schuknecht

Executive Vice President, General Counsel,

Corporate Secretary, & Chief Compliance Officer

Cavco Industries, Inc. 2024 Proxy Statement
Table of Contents
PROXY SUMMARY	ii
Purposes of the Annual Meeting	1
ABOUT THE ANNUAL MEETING: FREQUENTLY ASKED QUESTIONS	2
STOCK OWNERSHIP	5
PROPOSAL NO. 1: ELECTION OF DIRECTORS	7
Nominees for Director Standing for Election in Class III	8
Continuing Directors	9
CORPORATE GOVERNANCE OVERVIEW	13
Director Nominating Process	14
Board Experience, Expertise, and Composition	15
DIRECTOR COMPENSATION	16
COMMITTEES	17
CORPORATE RESPONSIBILITY	20
MANAGEMENT	24
Executive Officers	24
EXECUTIVE COMPENSATION	27
COMPENSATION DISCUSSION AND ANALYSIS	27
Overview of the Company's Compensation Program	27
Compensation Philosophy	27
Objectives of the Company's Fiscal Year 2024 Compensation Program	28
Role of Management in Establishing and Awarding Compensation	28
Independent Compensation Consultant	28
Clawback Policy	29
Shareholder Approval of our Compensation Decisions	29
Benchmarking Methodology	29
COMPONENTS OF EXECUTIVE COMPENSATION	30
Employment Agreements in Effect for 2024	33
Compensation Policies and Practices as They Relate to Risk Management	35
Compensation Committee Report	35
SUMMARY COMPENSATION TABLE	36
GRANTS OF PLAN-BASED AWARDS	37
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END	38
OPTION EXERCISES AND STOCK VESTED	40
CEO PAY RATIO DISCLOSURE	41
PAY VERSUS PERFORMANCE	42
PROPOSAL NO. 2: ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	46
AUDIT FEES	47
Report of the Audit Committee	48
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	49
GENERAL INFORMATION	50

Cavco Industries, Inc.

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Cavco Industries, Inc. 2024 Proxy Statement

CAVCO INDUSTRIES, INC.

PROXY STATEMENT

2024 Annual Meeting of Stockholders

to be held July 30, 2024

Proxy Summary

The 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Cavco Industries, Inc., a Delaware corporation ("we," "our," "us," "Cavco," or the "Company") will be held in person on Tuesday, July 30, 2024, at 9:00 a.m. local time at our corporate headquarters located at 3636 North Central Avenue, Suite 1200, Phoenix, Arizona 85012 (the "Annual Meeting").

The accompanying notice and proxy card, mailed together with this definitive proxy statement (the "Proxy Statement" and collectively, the "Proxy"), is solicited by and on behalf of the Board of Directors (each a "Director" and collectively, the "Board") of Cavco for use by our stockholders at the Annual Meeting.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy:

PROPOSALS AND BOARD RECOMMENDATIONS

BOARD

RECOMMENDATION

PAGE

REFERENCE

Elect two Class III Directors to serve until the Annual Meeting of Stockholders in

1.FOR7 2027, or until their successors have been elected and qualified;

2.	Approve, on an advisory basis, the compensation of	the Company's named	FOR	46
executive officers;

Ratify the appointment of RSM US LLP as the Company's independent registered

3.FOR49 public accounting firm for fiscal year 2025.

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

Our Board has set June 3, 2024, as our record date for this year's Annual Meeting (the "Record Date"). Only stockholders that owned our common stock at the close of business on that date are entitled to notice of our Annual Meeting and may vote on the proposals presented at it or any adjournment of the meeting.

On or about June 13, 2024, we expect to mail to our stockholders either (1) a notice of internet availability of Proxy materials (the "Notice") or, (2) if you elected to receive them by mail, a proxy card with a printed copy of our Proxy materials (the "Proxy Card"). The Notice provides instructions on how to vote and get our Proxy materials electronically or have the materials mailed to you. Both the Notice and Proxy Card provide instructions on how to vote by telephone, by mail, or by the internet beforethe Annual Meeting. The Proxy and our 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission ("SEC") on May 24, 2024 (the "Annual Report") can be accessed directly on our investor relations website at investor.cavco.com/annualmeeting, or at www.ProxyVote.com, where you will need your 16 digit control number found on your Notice or Proxy Card to access the materials.

YOUR VOTE IS IMPORTANT!

YOU ARE URGED TO VOTE YOUR PROXY PROMPTLY BY MAIL, TELEPHONE, OR VIA THE INTERNET, WHETHER OR NOT YOU

PLAN TO ATTEND THE ANNUAL MEETING.

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Cavco Industries, Inc. 2024 Proxy Statement

ABOUT OUR ANNUAL MEETING OF STOCKHOLDERS

Commonly Asked Questions and Answers

Why did I receive these materials?

You received these Proxy materials because the Board is soliciting your proxy to vote at our 2024 Annual Meeting on July 30, 2024 (or at any postponement or adjournment of the meeting). You were a stockholder of Cavco as of June 3, 2024, the Record Date. Therefore, you are entitled to receive notice of the meeting and to vote on the matters presented at the Annual Meeting. You should review this Proxy Statement carefully as it gives important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about Cavco.

Why did I receive a Notice instead of a full set of proxy materials?

The SEC allows Cavco to make these Proxy materials, including this Proxy Statement and our Annual Report available electronically via the internet at our website investor.cavco.com/annualmeetingor www.ProxyVote.com. On or about June 13, 2024, Cavco mailed to its stockholders a Proxy Card or a Notice containing instructions for accessing this Proxy Statement and our Annual Report over the internet. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request them. If you would like a printed copy of Cavco's Proxy materials, please follow the instructions for requesting printed materials in the Notice.

Can I access the Proxy materials electronically?

Yes. Your Notice or Proxy Card contain instructions on how to view our Proxy materials for the Annual Meeting online and how to instruct us to send our future proxy materials to you electronically by email. Our Proxy materials, including this Proxy Statement, are also available on our website at investor.cavco.com/annualmeetingor at www.ProxyVote.com, where you will need your 16 digit control number, provided in your Notice and Proxy Card. Proxy materials will be available during the voting period starting on June 13, 2024. Instead of receiving future copies of our proxy statements and annual reports by mail, stockholders of record and most beneficial owners can elect to receive an email that will provide an electronic link to these documents. Your election to receive future proxy materials by email will remain in effect until you revoke it. Please note that only one Notice will be sent to stockholders who are listed at the same address.

Who can vote on proposals presented at the Annual Meeting?

Stockholders who own shares of our common stock as of the close of business on the Record Date, June 3, 2024, are entitled to vote on proposals presented at the 2024 Annual Meeting. As of the Record Date, we had approximately 8,275,751 shares of common stock issued and outstanding. Each stockholder will be entitled to one vote per share on the election of Directors and each other matter that is described in this Proxy Statement or that may be properly brought before the meeting.

How do I cast my vote?

Most of Cavco's stockholders hold their shares through a broker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between these shares owned by beneficial stockholders and shares owned by registered stockholders:

Beneficial Stockholders. If your shares are held in a brokerage account, bank, or by another nominee, you are with respect to those shares the "beneficial stockholder" of shares held in street name. As the beneficial stockholder, you have the right to direct your broker, bank, or other nominee on how to vote those shares at the Annual Meeting. You must follow the voting instructions provided by your broker, bank, or other nominee in order to instruct them on how to vote your shares. Beneficial stockholders should generally be able to vote by returning the voting instruction card to their broker, bank, or other nominee, or by telephone or via internet. However, the availability of telephone or internet voting will depend on the voting process of your broker, bank, or other nominee. Since you are not a stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a "legal proxy" from your broker, bank, or other nominee (who is the stockholder of record) giving you the right to vote the shares.

2 2024 Proxy Statement

Cavco Industries, Inc. 2024 Proxy Statement

Registered Stockholders. If your shares are registered directly in your name with our transfer agent, Computershare, you are the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting. Accordingly, for registered stockholders there are four ways to vote:

1. by internet at www.ProxyVote.com, 24 hours a day, seven days a week (have your Proxy Card or Notice in hand when you visit the website and follow the instructions to obtain your records and to create an electronic voting instruction form) prior to 11:59 p.m. EDT on July 29, 2024;
2. by toll-free telephone at 1-800-690-6903 (have your Proxy Card or Notice in hand when you call);
3. by completing and mailing your Proxy Card (if you received printed Proxy materials); or
4. by attending the Annual Meeting and voting in person during the meeting. To be admitted to the Annual Meeting and vote your shares you will need to have your voting card with you.

Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you decide not to attend the Annual Meeting.

Who can attend the Annual Meeting?

All stockholders as of the close of business on the Record Date, or their duly appointed proxies, may attend the Annual Meeting that will be held in person on July 30, 2024, at 9:00 a.m. (local time) at our corporate headquarters located at 3636 N. Central Avenue, Suite 1200, Phoenix, Arizona 85012.

What is a "Broker Non-Vote"?

Generally, a broker non-vote occurs when a broker, bank, or other nominee that holds shares in street name for a customer is precluded from exercising voting discretion on a particular proposal because the: (i) beneficial owner has not provided instructions on how to vote; and (ii) such broker, bank, or other nominee lacks discretionary voting power to vote on such issues. Accordingly, a broker, bank, or other nominee does not have discretionary voting power with respect to the approval of "non-routine" matters absent specific voting instructions from the beneficial owners of such shares.

What Constitutes a Quorum for the Annual Meeting?

The holders of a majority of shares entitled to vote on June 3, 2024, represented in person or by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Cavco will count abstentions and broker non-votes as present for the purpose of determining the presence or absence of a quorum.

In the event the requisite votes for approval of the matters to be considered at the Annual Meeting are not received prior to the Annual Meeting date, the Company may postpone or adjourn the Annual Meeting in order to solicit additional votes. The form of proxy being solicited by this Proxy Statement provides the authority for the proxy holders, in their discretion, to vote the stockholders' shares with respect to a postponement or adjournment of the Annual Meeting. At any postponed or adjourned meeting, proxies received pursuant to this Proxy Statement will be voted in the same manner described in this Proxy Statement with respect to the original meeting.

What will I be voting on at the Annual Meeting and what is required to approve each item?

Proposal No. 1 (Election of Directors): 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. Abstentions and broker non-votes are not treated as votes cast and will have no effect on Proposal No. 1.

Proposal No. 2 (Advisory Vote on the Compensation of the Named Executive Officers): The affirmative vote of the holders of a majority of the shares entitled to vote and represented by person or by proxy at the Annual Meeting is required for advisory approval. Abstentions will have the effect of a vote against Proposal No. 2. Broker non-voteswill not be treated as entitled to vote on the proposal and will have no effect on Proposal No. 2.

Proposal No. 3 (Ratification of Appointment of Independent Registered Public Accounting Firm): The affirmative vote of the holders of a majority of the votes cast for the ratification of the appointment of the independent registered public accounting firm is required for approval. Abstentions are not treated as votes cast and will have no effect on Proposal No. 3. We do not expect there to be any broker non-votesfor this proposal because brokers, banks, or other nominees that hold shares in street name may exercise discretionary voting authority for this proposal.

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Cavco Industries, Inc. 2024 Proxy Statement

Will there be other items to be voted on at the Annual Meeting?

Cavco is not aware of any other matters that may come before the Board at the Annual Meeting. If any other matters are properly presented at the Annual Meeting, your proxy authorizes the individuals named as proxies to vote, or otherwise act, in accordance with their discretion.

How will proxies be voted at the Annual Meeting?

Beneficial Stockholders. If you hold your shares in "street name", the record holder does not have discretionary voting power with respect to non-routine matters absent specific voting instructions from you. Other than the proposal to ratify the appointment of our independent registered public accounting firm, all of the proposals at this year's Annual Meeting are considered non-routine matters. Therefore, your shares will not be voted without your specific instructions on those non-routine matters, resulting in a broker non-vote. If you provide voting instructions to the record holder of your shares, the record holder will vote in accordance with the instructions given. The record holder of your shares will, however, continue to have the ability to vote your shares in its discretion on the ratification of Proposal No. 3 (Ratification of Appointment of Independent Registered Public Accounting Firm) if you do not otherwise provide voting instructions.

Registered Stockholders. If you are a registered owner, your shares represented by valid proxies received by telephone, via the Internet, or by mail will be voted at the Annual Meeting in accordance with the directions given. If no specific choice is indicated, the shares represented by all valid proxies received will be voted: (i) FOR the election of the two (2) nominees for director named in the proxy; (ii) FOR approval of the advisory vote to approve the compensation of our named executive officers; and (iii) FOR the ratification of the appointment of our independent registered public accounting firm for fiscal year 2025.

Can I change my mind after I vote?

You have the unconditional right to revoke your proxy at any time prior to tabulation.

Beneficial Stockholders. If you are a beneficial stockholder, your broker, bank, or other nominee can provide you with instructions on how to change your vote.

Registered Stockholders. If you are a registered stockholder, to revoke your proxy, you must:

• Submit a later-dated proxy over the Internet or by telephone in accordance with the instructions provided above under the question "How do I cast my vote";
• Mail a new proxy card dated after the date of the proxy you wish to revoke to Cavco's Corporate Secretary at the address listed below;
• Submit written notice of revocation to Cavco's Corporate Secretary at-Cavco Industries, Inc., Attn: General Counsel & Corporate Secretary/Change Proxy Vote, 3636 North Central Avenue, Suite 1200, Phoenix, Arizona 85012; or
• Attend and vote at the Annual Meeting in-person (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

If your proxy is not revoked, Cavco will vote your shares at the Annual Meeting in accordance with your instructions indicated on the proxy card or, if submitted over the Internet or by telephone, as indicated therein.

Who bears the expense of the proxy solicitation?

The Company will bear all proxy solicitation costs. In addition to solicitations by mail, Cavco's Directors, officers, and employees, without additional remuneration, may solicit proxies by telephone, electronic transmission, and personal calls or interviews.

When will the results of the vote be announced?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be published in a current report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

What do I need to do now?

You should carefully read and consider all the information contained in this Proxy Statement. It contains important information about Cavco that you should consider before voting.

4 2024 Proxy Statement

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company currently has a single class of common stock issued and outstanding. Unless otherwise stated, the table below sets forth certain ownership information with respect to our common stock beneficially owned by stockholders in the following groups as of June 3, 2024, 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 SEC on or before the Record Date:

• each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock ("5% Holder");
• each of our named executive officers and Directors; and
• all of our current Directors and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. A person is a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of the security, or "investment power," which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock. In computing the number of shares of our common stock beneficially owned by a party and the percentages of class amounts set forth in the table below, we have based these figures on 8,275,751 shares of common stock issued and outstanding on June 3, 2024, net of treasury shares.

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Stock Ownership

				Cavco common stock
			Amount and
				nature of
	Name and address of beneficial owner			beneficial				Percent
		ownership				of class
	5% Holders (1)
	BlackRock, Inc. (2)
	55 East 52nd Street
	New York, NY 10055	1,286,383			15.5%
	The Vanguard Group (3)
	100 Vanguard Blvd.
	Malvern, PA 19355	795,771			9.6%
	Capital World Investors (4)
	333 S. Hope St., 55th Fl.
	Los Angeles, CA 90071	588,800			7.1%
	Directors and Named Executive Officers (5)
	William C. Boor	67,758			*
	Steven G. Bunger	9,492			*
	Richard A. Kerley (6)	7,883			*
	Susan L. Blount	12,100			*
	David A. Greenblatt	16,850			*
	Steven W. Moster	1,650			*
	Julia W. Sze	2,250			*
	Allison K. Aden	2,740			*
	Brian R. Cira	2,080			*
	Matthew A. Niño	894			*
	Steve K. Like	3,072			*
	Mickey R. Dragash (7)	7,594			*
	All Directors, director nominees, and all executive officers of Cavco as a group	129,832			1.6%
	(13 individuals)

• Less than 1%

1. The Company makes no representations as to the accuracy or completeness of the information in the filings reported in footnotes (2) - (4) hereunder.
2. Information regarding BlackRock, Inc. ("BlackRock") is based solely upon a Schedule 13G/A filed with the SEC on January 22, 2024. BlackRock reported having sole voting power with respect to 1,273,974 shares and sole dispositive power with respect to 1,273,974 shares.
3. Information regarding The Vanguard Group ("Vanguard") is based solely upon a Schedule 13G/A filed with the SEC on February 13, 2024. Vanguard reported that it possessed sole dispositive power with respect to 771,685 shares, shared voting power with respect to 15,926 shares and shared dispositive power with respect to 24,086 shares.
4. Information regarding Capital World Investors ("Capital World") is based solely upon a Schedule 13G filed with the SEC on February 9, 2024. Capital World reported having sole voting power with respect to 588,800 shares and sole dispositive power with respect to 588,800 shares.
5. The business address of each of the individuals listed in this part of the table is c/o Cavco Industries, Inc., 3636 North Central Avenue, Suite 1200, Phoenix, Arizona 85012, and the listed amounts include the following:
6. • shares that may be acquired upon exercise of stock options within 60 days of June 3, 2024: Ms. Blount - 10,000 shares; Mr. Boor - 38,100 shares; Mr. Bunger - 4,000 shares; Mr. Cira - 1,000 shares; Mr. Greenblatt - 4,000 shares; Mr. Like - 2,100 shares; and all Directors, Director nominees and executive officers of Cavco as a group (13 individuals) - 62,200 shares;
   • shares that may be acquired upon vesting of restricted stock units within 60 days of June 3, 2024: Ms. Blount - 400 shares; Mr. Boor - 392 shares; Mr. Bunger - 600 shares; Mr. Greenblatt - 400 shares; Mr. Kerley - 400 shares; Mr. Moster - 400 shares; Ms. Sze - 400 shares; Ms. Aden - 59 shares; and all Directors, Director nominees, and executive officers of Cavco as a group (13 individuals) - 3,114 shares; and
   • shares to be acquired upon retirement from the Board under a restricted stock unit deferral election: Mr. Greenblatt - 2,150 shares
7. Includes 7,483 shares held by the Kerley Family Trust.
8. Mr. Dragash served as our General Counsel until February 12, 2024, and is a named executive officer for fiscal year 2024, but his amounts are not included in the totals of all Directors, director nominees, and all executive officers as a group.

6 2024 Proxy Statement