Seth Schuknecht
Executive Vice President, General Counsel, Chief Compliance Officer & Corporate Secretary at CAVCO INDUSTRIES
Executive
About Seth Schuknecht
Seth G. Schuknecht is Executive Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary at Cavco Industries, serving since February 2024; he is age 48 and previously held senior legal and compliance roles at public companies and international law firms, and was a U.S. Navy officer and Naval Aviator before law school . Company-level pay-versus-performance disclosures show five-year cumulative TSR of $350 on a $100 base vs. $315 for the iShares U.S. Home Construction ETF in FY2025; FY2025 net income was $171.0 million and adjusted pre-tax income $223.4 million, framing the performance context around which executive incentives are set .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hagerty, Inc. (NYSE: HGTY) | SVP & Deputy General Counsel | Aug 2021 – Feb 2024 | Built and ran ’33/’34 Act compliance; oversaw governance, M&A, employment law |
| Carvana, Inc. (NYSE: CVNA) | Corporate Counsel | 2019 – 2021 | In-house counsel at a Fortune 500 e-commerce auto retailer |
| Squire Patton Boggs LLP | Attorney | — | Advised on public securities, governance, M&A, capital markets |
| DLA Piper LLP | Attorney | — | Advised on public securities, governance, M&A, capital markets |
| U.S. Navy | Officer & Naval Aviator | ~10 years (pre-law) | Leadership roles; operational discipline and risk management background |
Fixed Compensation
| Fiscal Year | Base Salary ($) | STIP Target – Company Performance (% of salary) | STIP Target – Individual Objectives (% of salary) | Actual STIP – Company Component ($) | Actual STIP – Individual Component ($) |
|---|---|---|---|---|---|
| FY2025 | 375,000 | 73% | 27% | 311,519 | 100,000 |
Additional FY2025 Summary Compensation Table line items: Stock Awards $648,786 and All Other Compensation $6,939 (life insurance $1,764 and 401(k) match $5,175) .
Performance Compensation
Short-Term Incentive Plan (STIP) – Design and FY2025 Outcomes
- Structure: Two factors for Schuknecht — Company performance and Individual objectives. Company performance was split 90% Factory-Built Housing adjusted pre-tax profit and 10% Financial Services adjusted pre-tax profit; targets = budget; threshold at 70% of budget; stretch at 130% .
- FY2025 payments: Company component $311,519; Individual objectives $100,000 (Board-approved based on objectives set in May 2024 at 27% of base salary) .
| Metric (Company Component) | Weight | Target definition | Threshold | Stretch | FY2025 payout component ($) |
|---|---|---|---|---|---|
| Factory-Built Housing adj. pre-tax profit | 90% | Budgeted adj. pre-tax profit | 70% of budget | 130% of budget | 311,519 (company total, incl. both metrics) |
| Financial Services adj. pre-tax profit | 10% | Budgeted adj. pre-tax profit | 70% of budget | 130% of budget | 311,519 (company total, incl. both metrics) |
| Metric (Individual Component) | Target (% of salary) | FY2025 payout ($) |
|---|---|---|
| Individual Objectives | 27% | 100,000 |
Long-Term Incentive Program (LTIP) – Awards, Metrics, and Vesting
- Mix: RSUs (40% value) vest 33/33/34 annually; PRSUs (60% value) over a three-year period .
- PRSU metrics and weights: Relative TSR (33%), volume improvement vs manufactured housing industry (33%), and ROIC (34%); thresholds at 50%, target at 100%, stretch at 200%; performance period FY2025–FY2027 with settlement in May 2027 .
| Grant | Grant Date | RSUs (#) | PRSUs at Target (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| FY2025 LTIP (Tranche 1) | 04/18/2024 | 53 | 80 | 46,401 |
| FY2025 LTIP (Tranche 2) | 05/22/2024 | 681 | 1,022 | 602,385 |
| Total FY2025 Stock Awards (per SCT) | — | — | — | 648,786 |
Vesting mechanics: RSUs generally vest 33%/33%/34% annually from grant date; footnote notes 229 of these RSUs vest 33% on April 18, 2025; 33% on April 18, 2026; and 34% on April 18, 2027 .
Company PRSU performance precedent (FY2023 PRSUs for other NEOs) resulted in 155% of target based on Growth 20.1%, Operational Improvement 2.9%, and rTSR at the 83.8th percentile; Schuknecht did not receive FY2023 PRSUs as he was not with Cavco then .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of June 2, 2025) | 210 shares; less than 1% of class |
| Outstanding unvested RSUs (3/29/2025) | 190 (2/13/2024), 53 (4/18/2024), 681 (5/22/2024) = 924 RSUs; total market value $474,899 (sum of $97,652 + $27,240 + $350,007 at $513.96) |
| Outstanding PRSUs at target (3/29/2025) | 80 (4/18/2024), 1,022 (5/22/2024); total target value $566,384 (sum of $41,117 + $525,267 at $513.96) |
| FY2025 stock vested | 93 shares; $49,784 realized value |
| Options | No options listed for Schuknecht in outstanding awards table |
| Ownership guidelines (EVPs) | 2x annual base salary; no time requirement |
| Hedging/pledging | Prohibited for officers; no hardship exemption |
Employment Terms
- Severance agreement effective Feb 13, 2024. If terminated without cause: severance equals one year base salary plus annual target bonus, pro-rated target bonus for year of termination, and up to 12 months COBRA; on change-in-control, if terminated without cause as a direct result within 6 months before or 12 months after (double-trigger), same cash severance + immediate vesting of unvested equity (PRSU at target) + up to 12 months COBRA; benefits contingent on executing a customary release .
- Potential payments (assuming termination at 3/28/2025 using $513.96/share):
- Termination by Company without cause: $1,139,423 total .
- Termination upon change in control: $2,205,393 total .
- Payments reflect severance, and consideration for non-compete and non-disclosure covenants, per disclosure methodology .
| Scenario (as of FY2025 year-end) | Total Potential Payment ($) |
|---|---|
| Termination by Company Without Cause | 1,139,423 |
| Termination Upon Change in Control (double-trigger) | 2,205,393 |
Clawback: Board-adopted policy allows recoupment of incentive compensation upon accounting restatement or other clawback events; policy posted on investor site .
Compensation Structure Notes
- 2025 cash/equity mix emphasizes at-risk pay: STIP targets at 100% of combined Company and individual components (73% + 27%), with caps; LTIP mixes 40% time-based RSUs and 60% PRSUs tied to rTSR, market share growth, and ROIC over three years .
- Peer benchmarking: Committee (with Pearl Meyer) used 21-company peer set spanning building products, homebuilding, and related industries (e.g., American Woodmark, Installed Building Products, LGI Homes, Skyline Champion, TopBuild, Trex, WillScot Mobile Mini) to position Cavco at ~median .
- Say-on-pay: 98% approval at the 2024 Annual Meeting, indicating shareholder support for pay design .
Investment Implications
- Alignment: Strong performance linkage via PRSUs to rTSR, ROIC, and relative growth supports pay-for-performance and can amplify realized pay if outperformance persists; the double-trigger CoC treatment (with PRSUs vesting at target) avoids single-trigger windfalls and reduces M&A-related misalignment risk .
- Selling pressure/overhang: RSUs vest 33/33/34 annually through 2027 (with a noted 229-RSU tranche vesting on 4/18/25–27), which can create periodic liquidity as shares deliver; PRSUs settle in May 2027 subject to performance, potentially adding a larger issuance if results are strong .
- Ownership and pledging risk: Beneficial ownership was 210 shares as of the record date; while EVP guidelines call for 2x salary ownership, there is no time requirement, and hedging/pledging are prohibited—mitigating pledging risk but making near-term guideline comparisons less meaningful .
- Retention: Cash severance of 1x salary + target bonus and double-trigger CoC protection with equity acceleration provide moderate retention support without excessive severance multiples; FY2025 individual objectives component (27% of salary) and meaningful equity mix further tether outcomes to contribution and company results .