Steven Moster
About Steven W. Moster
Independent Class III director since January 2020 (age 55). Chairs Cavco’s Compensation Committee and serves on the Corporate Governance & Nominating Committee. Former CEO and Executive Director of Viad Corp (2014–Dec 2024), with prior roles at Global Experience Specialists (Viad division), McKinsey & Co. (Engagement Manager), and Kimberly-Clark (Research Scientist). The Board determined all directors other than the CEO are independent under SEC and Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Viad Corp (NYSE: PRSU; formerly VVI) | CEO & Executive Director | 2014–Dec 2024 | Led strategy and operating efficiency; Viad relaunched following divestitures. |
| Global Experience Specialists (Viad division) | EVP Chief Sales & Marketing; EVP Products & Services; VP Products & Services | 2005–2010; 2006–2008; 2005–2006 | Commercial leadership across sales, product, and services. |
| McKinsey & Company | Engagement Manager | Prior to Viad roles | Strategy consulting experience. |
| Kimberly-Clark (NYSE: KMB) | Research Scientist | Prior to McKinsey | Technical/operations exposure. |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Viad Corp | Executive Director (with CEO role) | 2014–Dec 2024 | Public company director experience; no other current public boards disclosed in CVCO’s proxy. |
Board Governance
| Committee | Role | FY2025 Meetings | Key Responsibilities (abridged) |
|---|---|---|---|
| Compensation | Chair | 5 | Oversees executive pay structure, goals, equity plans, stock ownership guidelines; engages independent consultant. |
| Corporate Governance & Nominating | Member | 4 | Director selection, governance guidelines, Board evaluations, director training, executive officer appointments. |
- Independence: Board majority independent; only CEO is non-independent.
- Attendance: Board held 4 meetings; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors met regularly in executive session.
- Related parties: Audit Committee reviews and approves related-party transactions; none reportable since start of FY2025.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Non-employee director cash retainer. |
| Compensation Committee Chair fee | $20,000 | Chair supplemental cash fee. |
| Corporate Governance & Nominating Committee member fee | $7,500 | Member supplemental cash fee. |
| Total cash paid (FY2025) | $102,500 | Matches fees earned reported for Moster. |
| Annual RSU grant (fair value) | $120,114 | Time-based RSUs; grant date 7/30/2024; vest 100% at anniversary/next annual meeting. |
Performance Compensation (as Compensation Committee Chair)
- Director equity is time-based; no performance-conditioned director awards.
- Executive pay metrics overseen by the Compensation Committee:
- STIP (annual cash): 90% factory-built housing segment adjusted pre-tax profit; 10% financial services segment adjusted pre-tax profit; thresholds at 70% of budget, stretch at 130% of budget.
- LTIP (PRSUs, 3-year): rTSR vs peer group (33%), volume growth vs manufactured housing industry (33%), ROIC (34%); vesting at 50%/100%/200% based on threshold/target/stretch; measured FY2025–FY2027.
| Plan/Metric | Definition | Weight | Period |
|---|---|---|---|
| STIP – Factory-built housing adj. pre-tax profit | Earnings vs budget (70% threshold; 130% stretch) | 90% | Annual (FY2025) |
| STIP – Financial services adj. pre-tax profit | Earnings vs budget (70% threshold; 130% stretch) | 10% | Annual (FY2025) |
| PRSU – rTSR vs peers | Relative TSR percentile vs approved peer group | 33% | 3 years (FY2025–FY2027) |
| PRSU – Volume growth | Company shipments vs industry HUD Code shipments change | 33% | 3 years (FY2025–FY2027) |
| PRSU – ROIC | Return on invested capital | 34% | 3 years (FY2025–FY2027) |
- Prior PRSU outcomes (FY2023 grant measured over FY2023–FY2025): Growth 20.1%; Operational improvement 2.9%; rTSR at 83.8th percentile; payouts at 155% of target to NEOs.
Other Directorships & Interlocks
| Relationship | Details |
|---|---|
| Interlocks/Insider participation | No compensation committee interlocks; committee members (including Moster) were never Cavco employees; no reciprocal board/comp committee relationships with Cavco executives in FY2025. |
| Related-party transactions | None reported since start of FY2025. |
Expertise & Qualifications
- Skills: Public company leadership, M&A/corporate development, strategic planning, other public company board experience; governance expertise per Board skills matrix.
- As Chair, engages independent consultant (Pearl Meyer); committee determined no conflicts and independence per SEC/Nasdaq guidance.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (common stock) | 2,386 shares; less than 1% of class. |
| Unvested RSUs (as of Mar 29, 2025) | 286 RSUs. |
| Options | None disclosed for Moster (only Ms. Blount held director options). |
| Anti-hedging/pledging policy | Hedging, pledging, short selling, derivatives prohibited; no hardship exemption for directors/officers. |
| Director ownership guideline | Must own ≥5× annual cash retainer within 5 full fiscal years of appointment/election. |
| Estimated guideline compliance | 2,386 shares × $513.96 (Mar 28, 2025 close) ≈ $1.23M vs 5× retainer ($375k); appears to exceed guideline based on disclosed holdings and closing price. |
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting results (July 29, 2025): Say-on-Pay received 6,897,483 “For”, 84,468 “Against”, 4,487 “Abstain”; ratification of auditor: 7,247,634 “For”, 67,671 “Against”, 822 “Abstain”; Class I director elections passed (Greenblatt, Kerley, Sze).
- Prior year support: 2024 Say-on-Pay approved with over 98% support.
Governance Assessment
- Positive signals:
- Independent Compensation Committee chaired by Moster; robust use of performance metrics (rTSR, ROIC, segment earnings) aligning pay and performance.
- Strong shareholder support for compensation program (2025 vote tallies).
- Independent consultant engagement with documented independence and no conflicts.
- Anti-hedging/pledging policy strengthens alignment; director stock ownership guidelines (≥5× retainer) and Moster’s disclosed holdings indicate guideline-level alignment.
- No related-party transactions reported; Audit Committee oversees and pre-approves as needed.
- Engagement/attendance: Board met 4 times; committees active (Compensation 5; Governance 4); each director attended ≥75% of applicable meetings; all directors attended the 2024 annual meeting.
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or compensation interlocks; committee independence affirmed; no attendance shortfall disclosed.
Overall: Steven Moster’s role as an independent Compensation Committee Chair with clear pay-for-performance structures, strong shareholder support on Say-on-Pay, and alignment policies (ownership guidelines, anti-hedging/pledging) supports board effectiveness and investor confidence.