Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Retirement of Larry Keener
On January 28, 2020, Larry Keener informed Cavco Industries, Inc., a Delaware
corporation (the "Company"), that he will retire from his role as President of
the Company's subsidiary, Palm Harbor Villages, Inc. ("PHV"), effective March
28, 2020 (the "Retirement Date"). The Company's Compensation Committee and Board
of Directors (the "Board") recommended and approved the immediate vesting of all
of Mr. Keener's outstanding stock options upon the Retirement Date as well as an
extension of one (1) year from his Retirement Date to exercise all vested stock
options.
Promotion of Matt Niño
On February 3, 2020, the Board appointed Matt Niño, age 52, as President, Retail
of the Company effective March 29, 2020. In this role, he will lead the
Company's manufactured housing retail operations.
Mr. Niño has served as Executive Vice President of PHV since 2010 and in a
similar role with Palm Harbor Homes, Inc. ("PHH"), since January 2003. Mr. Niño
joined PHH in 1997 as a Retail Sales Consultant and held various positions of
increasing responsibility throughout his tenure with PHH. Prior to joining PHH,
Mr. Niño spent seven years with the Pacesetter Corp. as a Sales Manager. Mr.
Niño has over thirty years of retail experience.
There are no arrangements or understandings between Mr. Niño and any other
person. The Company is not aware of any transaction requiring disclosure under
Item 404(a) of Regulation S-K promulgated by the Securities and Exchange
Commission.
Effective March 29, 2020, Mr. Niño will earn an annual salary of $200,000.
Commencing fiscal year 2021 ("FY 2021"), Mr. Niño will be eligible to
participate in a fiscal year incentive compensation plan consisting of the
following: (i) 5% of the Company's retail group earnings paid quarterly
following the filing of the Company's results and earnings for each FY 2021
quarter; (ii) $50,000 target bonus to be paid pursuant to the Company's business
unit earnings; and (iii) a $50,000 discretionary cash bonus paid on individual
performance.
Starting in FY 2021, subject to Board approval, Mr. Niño will participate in the
Company's fiscal year equity compensation program as follows: (i) $50,000 of
target time-vested options paid upon Company performance; and (ii) $50,000 of
performance-based restricted stock units ("RSUs") at target, as part of the FY
2021 through FY 2023 equity program.
A press release announcing Mr. Keener's retirement and Mr. Niño's promotion is
attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated February 3, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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CAVCO INDUSTRIES, INC. 
