Skyline Champion (SKY) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Skyline Champion Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LETTER TO OUR SHAREHOLDERS

Dear Shareholder:

We are pleased to invite you to our 2022 Annual Meeting of Shareholders, which will take place solely via a live webcast on Tuesday, July 26, 2022 at 10:00 AM, Eastern Time at www.proxydocs.com/SKY. There is no physical location for this meeting. Annual meetings play an important role in maintaining communications and understanding among our management, Board of Directors and shareholders, and we hope you will participate.

On the pages following this letter you will find:

Out of abundance of caution, and based on the success of last years’ virtual meeting, we have opted to host the 2022 Annual Meeting of Shareholders virtually and urge all shareholders to take advantage of Internet and telephone voting. To participate in the Annual Meeting, you must register in advance at www.proxydocs.com/SKY. As part of the registration process, you must enter the control number provided on your proxy card, voting instruction form, or Notice of Electronic Availability. Upon completing your registration, you will receive further instructions via email, one hour prior to the meeting time, including your unique links that will allow you to access the meeting and will permit you to submit questions during the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number provided.

We have elected to provide shareholders Notice of the 2022 Annual Meeting of Shareholders (the “Notice”) with instructions for accessing the proxy materials, including our proxy statement and Annual Report to Shareholders, and for voting via the Internet, through the Securities and Exchange Commission’s “notice and access” method. Please see the next page for the Notice. Providing our proxy materials to shareholders electronically allows us to conserve natural resources and reduce our printing and mailing costs related to the distribution of our proxy materials. If you wish to receive paper copies of our proxy materials, you may do so by following the instructions contained in the Notice.

Sincerely,

Mark Yost

President and CEO

June 3, 2022

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

MEETING INFORMATION

ITEMS OF BUSINESS

VOTING MATTERS AND BOARD RECOMMENDATIONS

HOW TO VOTE

By Internet

By Telephone

By Mail

In Person

Visit 24/7 www.proxypush.com/SKY

Call 1-866-307-0847 in the US

Sign, date and mail the proxy card in the envelope provided

Vote in person by attending the webcast of the Annual Meeting virtually

By order of the Board of Directors,

Robert M. Spence

Senior Vice President, General Counsel and Secretary

June 3, 2022

TABLE OF CONTENTS

ABOUT SKYLINE CHAMPION CORPORATION  ⬛

ABOUT SKYLINE CHAMPION CORPORATION

Date of Distribution: June 23, 2022

Skyline Champion Corporation (“Skyline Champion,” the “Company,” “we,” “us,” or “our”) is the result of the merger in 2018 of two longstanding factory-built home builders, Skyline Corporation and Champion Enterprises Holdings, LLC (“Champion Holdings”), with manufacturing experience dating back to 1951.

Skyline Champion is transforming construction across the United States and Western Canada. We are making it possible for people to have a home that is built better, builder faster, and is more attainable today. We achieve this by providing offsite construction solutions that are more innovative, affordable, and sustainable housing solutions for our customers and the end consumer. We are the largest independent publicly traded factory-built home builder in the United States.

THE FACTORY BUILT HOME ADVANTAGE

⬛  ABOUT SKYLINE CHAMPION CORPORATION

A LOOK BACK AT FISCAL YEAR 2022

Skyline Champion Corporation achieved meaningful growth in fiscal 2022. Our net income increased 192% to $248 million, and revenue increased 55% to over $2.2 billion. Our strong results reflect the culture of our experienced operational teams, relationships with our customers and suppliers, broad geographic footprint and the strength of our affordable product offerings across multiple brands. As a result, during fiscal 2022, we provided over 26,000 affordable homes to consumers throughout North America. The team focused on improving production utilization to meet the growing demand for our homes while continuing to execute on our longer-term strategic initiatives that will benefit our shareholders, customers, employees and other stakeholders for years to come.

Our operations across the United States and western Canada were able to increase home sales volumes by over 23% this fiscal year, despite intermittent supply chain challenges, employee turnover and absenteeism. The team worked to streamline product offerings which helped to improve operational efficiencies while offering designed flexibility to our customers. We continued our journey to transform the homebuying experience through the launch of our digital configurator, which allows homebuyers to design, configure and price their home online. That, in addition to opportunities to automate portions of our production processes, will enhance the sustainable value Skyline Champion offers in years to come. During fiscal 2022, we completed the cross-functional integration of our ScotBilt Homes acquisition. More recently, we continued to execute on our growth strategy through the opening and certification of a facility in Navasota, Texas as well as a tuck-in manufacturing and retail acquisition in North Carolina. These expansions will be additive to our results in fiscal 2023.

ABOUT SKYLINE CHAMPION CORPORATION  ⬛

CORPORATE RESPONSIBILITY

We demonstrate our commitment to Corporate Responsibility through company-wide and plant specific programs and through our everyday business practices when providing high-quality, affordable homes to U.S. and Canadian homebuyers. During fiscal 2022, we furthered our environmental and social awareness by participating in a reforestation program to plant one tree for every tree we use in construction. Our social responsibility extends across our key stakeholders through our core operating principles, including integrity, respect, honesty, pride and safety for all those we encounter internally and in our communities.

⬛  PROXY SUMMARY

PROXY SUMMARY

This Proxy Statement contains information related to our 2022 Annual Meeting of Shareholders to be conducted via a live webcast on Tuesday, July 26, 2022, at 10:00 a.m. Eastern Time. This summary highlights information contained elsewhere in the Proxy Statement. Please read the entire Proxy Statement before voting.

Our Board of Directors (the “Board of Directors” or the “Board”) is soliciting your vote for the following:

PROPOSAL ONE: ELECTION OF DIRECTORS

We are asking you to vote “FOR” the following candidates for election to our Board. Additional information on Director Nominees is available beginning on page 6.

PROPOSAL TWO: RATIFICATION OF AUDITORS

We are asking you to ratify the appointment by the Audit Committee of Ernst & Young LLP (“EY”) as our independent auditors for fiscal 2023. Additional information on independent auditor appointment is available beginning on page 24.

PROPOSAL THREE: EXECUTIVE COMPENSATION

We are asking you to approve, on an advisory basis, the compensation of our Named Executive Officers (“NEO(s)”) as disclosed in this proxy statement. Additional information on our executive compensation program is available beginning on page 27.

PROPOSAL ONE: ELECTION OF DIRECTORS  ⬛

PROPOSAL ONE: ELECTION OF DIRECTORS

Our Board is currently comprised of nine members. Directors are elected annually at Skyline Champion’s annual meeting of shareholders, and each director holds office until the next annual meeting of the shareholders and until his or her successor is elected and qualified. New directors need not be shareholders of Skyline Champion.

Our Board, upon the recommendation of the Nominating and Governance Committee, voted to nominate Keith Anderson, Michael Berman, Timothy Bernlohr, Eddie Capel, Michael Kaufman, Erin Mulligan Nelson, Nikul Patel, Gary Robinette, and Mark Yost for election and re-election at the 2022 annual meeting of our shareholders (the “2022 Annual Meeting”). Information relating to each nominee, including his or her period of service as a director of the Company, principal occupation and other biographical material appear later in this proxy statement.

It is intended that the votes authorized by the enclosed proxy will be cast for the election of the nine director nominees. In the event that one or more of the nominees unexpectedly becomes unavailable for election, the votes will be cast, pursuant to authority granted by the enclosed proxy, for such person or persons as may be designated by the current Board, or the Board may be reduced accordingly. All of the nominees have consented to be named in the proxy statement and have indicated their intent to serve if elected.

The Board recommends that shareholders vote FOR all nine director nominees. The voting standard for director elections is a plurality standard. This means that the individuals who receive the highest number of votes are elected as directors up to the maximum number of directors to be elected at the meeting.

		THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 1 BE IN THE BEST INTERESTS OF SKYLINE CHAMPION AND OUR SHAREHOLDERS AND RECOMMENDS A VOTE “FOR” EACH NOMINEE.

⬛  PROPOSAL ONE: ELECTION OF DIRECTORS

GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

The current members of the Board nominated for re-election at the 2022 Annual Meeting represent a diverse range of viewpoints, backgrounds, skills, experience and expertise. The biography of each nominated director and a description of certain specific experiences, qualifications, attributes and skills of each director that led the Board to conclude that the individual should serve as a director are described below:

PROPOSAL ONE: ELECTION OF DIRECTORS  ⬛

⬛  PROPOSAL ONE: ELECTION OF DIRECTORS

PROPOSAL ONE: ELECTION OF DIRECTORS  ⬛

⬛  PROPOSAL ONE: ELECTION OF DIRECTORS

BOARD COMPOSITION AND DIRECTOR INDEPENDENCE

Our business and affairs are managed under the direction of our Board. The Board strives to identify directors who represent a diverse range of viewpoints, backgrounds, skills, experience and expertise. Directors should possess the attributes necessary to be an effective member of the Board, including personal and professional integrity, high ethical values, sound business judgment, demonstrated business and professional skills, experience, and a commitment to the long-term interests of Skyline Champion and its shareholders. In evaluating candidates, the Nominating and Governance Committee also considers potential conflicts of interest, diversity, the extent to which a candidate would fill a present or anticipated need, and a candidate’s willingness and ability to devote adequate time to the activities of the Board. In any particular situation, the Nominating and Governance Committee may focus on individuals possessing a particular background, experience or qualifications that the Nominating and Governance Committee believes would be important to enhance the effectiveness of the Board. To retain flexibility, the Nominating and Governance Committee has not adopted minimum qualifications for director candidates. The Nominating and Governance Committee has engaged third party search firms to identify qualified candidates and will consider director candidates recommended by shareholders. See “Process for Selecting Nominees and Shareholder Nominations” and “Shareholder Proposal Information” below for further information. The Company entered into an investor rights agreement (the “Investor Rights Agreement”) with Champion Holdings and certain funds, the last remaining one of which is affiliated with MAK Capital (“MAK”), a shareholder holding greater than 5% of the Company’s outstanding shares of voting common stock, which included certain agreements relating to the composition of the Board. Under the Investor Rights Agreement, the Company is obligated to use its reasonable best efforts to cause the Board to nominate for election: (i) the Chief Executive Officer of the Company; (ii) up to one affiliated director nominated by MAK (subject to certain ownership thresholds); and (iii) the number of independent directors necessary to satisfy the rules of the New York Stock Exchange (“NYSE”). MAK continues to meet the ownership threshold and has nominated Mr. Kaufman.

PROPOSAL ONE: ELECTION OF DIRECTORS  ⬛

The Board acknowledges the value of diversity across a broad spectrum of ethnicity, gender, experience, skills, and several other factors. The Company’s Board continues to evolve as it strives to identify, nominate, and appoint the best possible candidates. In both its adopted Corporate Governance Guidelines and Nominating and Governance Committee Charter, the Board established diversity as an attribute in evaluating potential new directors. On February 2, 2021, the Board renewed its commitment to diversity by adopting an amendment to its By-Laws which requires that, for all open and new seats on the Skyline Champion Corporation Board of Directors, the Nominating and Governance Committee will require that the initial list of candidates from which it will select new management-supported director nominees include qualified diverse candidates, including but not limited to women and minority candidates. The Committee will direct any third-party consultant retained to assist in the selection to include such candidates in its initial list. Of the slate of eight independent director nominees, one is female, one is from an underrepresented racial/ethnic group, and all have served less than five years. The Board’s approach is to seek diversity broadly, including in experience and skillsets, and focus on assisting the Company to achieve its strategic initiatives for all stakeholders. The Board anticipates further board refreshment in fiscal 2024, with the search conducted in accordance with the Company’s By-Laws and objectives.

The Board has determined that Ms. Nelson and Messrs. Anderson, Berman, Bernlohr, Capel, Kaufman, Patel, and Robinette are “independent directors” as that term is defined in the NYSE Listed Company Manual and under the Securities and Exchange Commission (“SEC”) rules and regulations.

In making this determination, the Board considered the relationships that Ms. Nelson and Messrs. Anderson, Berman, Bernlohr, Capel, Kaufman, Patel, and Robinette have with the Company and all other facts and circumstances that the Board deemed relevant in determining their independence, including ownership interests in the Company and arrangements between the Company and the director or his or her affiliates.

Neither we nor any of our subsidiaries are party to any material proceedings to which any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are a party. We do not believe that any of our directors, officers, affiliates, 5% or more shareholders, or any of their respective associates are adverse to us or any of our subsidiaries or have a material interest that is adverse to us or any of our subsidiaries.

MEETINGS AND COMMITTEES

The Board has three standing committees: Audit, Compensation, and Nominating and Governance. Each committee is composed solely of independent directors as that term is defined in applicable rules of the SEC and the NYSE, and all members of the Compensation Committee qualify as “non-employee directors” as defined by Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). Each committee has a charter that describes the committee’s responsibilities. These charters are available under the “Corporate Governance” link on our website at www.skylinechampion.com or upon written request to our Corporate Secretary at Skyline Champion Corporation, 755 West Big Beaver Road, Suite 1000, Troy, Michigan 48084.

During the fiscal year ended April 2, 2022, the Board held six (6) meetings. Each incumbent director during that year attended each of the meetings of the Board and the committees of the Board on which he or she served during the period, except Mr. Berman was excused from attending one Board Meeting. During this same period, six (6) executive sessions of the Board were held. Members of the Board are expected to attend and be present at the annual meeting of shareholders, and all then incumbent directors attended the 2021 annual meeting of shareholders.

⬛  PROPOSAL ONE: ELECTION OF DIRECTORS

The table below lists the members and summarizes the responsibilities of the three committees during fiscal 2022. Committee membership for fiscal 2023 will be evaluated following the annual shareholders meeting.

PROPOSAL ONE: ELECTION OF DIRECTORS  ⬛

⬛  CORPORATE GOVERNANCE OVERVIEW

CORPORATE GOVERNANCE OVERVIEW

Skyline Champion is committed to good corporate governance.

We strive to maintain strong corporate governance practices that protect and enhance accountability for the benefit of Skyline Champion and all of its shareholders. We regularly review and continually refine our governance practices and policies to align with evolving practices and issues raised by our shareholders.

Our Board believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duties to shareholders. The Board has adopted Corporate Governance Guidelines and relies on the guidelines to provide that framework. The guidelines are not absolute rules and can be modified to reflect changes in Skyline Champion’s organization or business environment. The Board reviews the Corporate Governance Guidelines on an annual basis and, if necessary, modifies the guidelines to reflect current good governance practices and policies.

Skyline Champion’s Corporate Governance Guidelines, the charters of the committees of our Board and our Code of Conduct described below may be found in the Governance Documents section under the Governance tab on our website at www.skylinechampion.com or in print upon the submission of a request under the Contact Investor Relations section under the Resources tab on our website. The Company recently revised and restated its By-Laws, which are posted in the Governance Documents section under the Governance tab on our website at www.skylinechampion.com.

We believe part of effective corporate governance includes active engagement with our shareholders. We value the views of our shareholders and other stakeholders, and we communicate with them regularly and solicit input on a number of topics, such as business strategy, capital allocation, corporate governance, and executive compensation.

This section describes key corporate governance facts about our Company and practices that we have adopted.

ROLE OF OUR BOARD

The Board monitors our overall corporate performance, the integrity of our financial controls, risk management and legal compliance procedures. It appoints senior management and oversees succession planning and senior management’s performance and compensation. The Board also oversees our short- and long-term strategic and business planning, and reviews with management its business plan, financing plans, budget, and other key financial and business objectives. The Board recently assigned primary responsibility for review of environmental, social, and corporate compliance risks and opportunities (commonly referred to as Environmental, Social and Governance (“ESG”)) to the Audit Committee, the Compensation Committee, and the Nomination and Governance Committee, respectively, but retained responsibility for the integration and oversight of ESG policies and practices across the Company.

Members of the Board stay informed about our business through discussions with our Chief Executive Officer and other members of our senior management team, by reviewing materials provided to them by management on a regular basis and in preparation for Board and committee meetings, and by participating in meetings of the Board and its committees. Senior management regularly reviews key portions of our business with the Board. These practices afford Board members the opportunity to actively participate in risk management assessment and raise questions and engage in discussions with management regarding areas of potential risk.

CORPORATE GOVERNANCE OVERVIEW  ⬛

Skyline Champion’s governance processes address matters relating to Board operations that are fundamental to shareholder interests. The independent directors meet regularly without management present to evaluate Skyline Champion’s results, plans, and challenges, as well as management’s performance and the strength and development of Skyline Champion’s NEOs.

The Board is actively engaged in overseeing and reviewing Skyline Champion’s strategic direction and objectives, taking into account (among other considerations) Skyline Champion’s risk profile and exposures. The Board conducts an annual in-depth review of the business, which includes consideration of strategic, operational, competitive, financial, compliance, and other risk exposures. Skyline Champion currently separates the Board Chair and CEO functions, with each position held by a different individual. The Board considers the current constituency of management in evaluating whether a combined role is efficient and effective. At the present time, it is the assessment of the Board that separating these positions allows the CEO to focus on the Company’s business, while the Board Chair can focus on corporate governance matters.

Although the Board as a whole has responsibility for risk oversight, addressing risk-related issues as appropriate, three standing committees also oversee Skyline Champion’s risk profile and exposures relating to matters within the scope of each committee’s authority, and each reports to the Board about its deliberations. These committees are the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The Audit Committee considers audit, accounting, and compliance risk, as well as related matters, and it receives reports from its outside auditors, internal audit staff, and the Chief Financial Officer, among others. The Audit Committee is also responsible for the review of Skyline Champion’s major risk exposures (whether financial, operational, or otherwise), including Environmental risk, and the steps management has taken to monitor and control such exposures, and for evaluating management’s process to assess and manage Skyline Champion’s enterprise risk issues. The Board recently assigned the Compensation Committee broader responsibility for oversight of human capital and social risks, and to continue to evaluate the level of risk implied by Skyline Champion’s compensation programs, including incentive compensation programs in which the CEO and other employees participate. The Nominating and Governance Committee monitors potential risks to the effectiveness of the Board, notably director succession and the composition of the Board, taking into account current best governance practices, and the principal policies that guide Skyline Champion’s governance. Each of these committees operates under a written charter to promote clarity in its responsibilities and accountability among its members. These committees work in a coordinated way to address recurring matters and respond to unanticipated events.

CORPORATE GOVERNANCE GUIDELINES

The Board is guided by our Corporate Governance Guidelines. We believe our Corporate Governance Guidelines demonstrate our continuing commitment to good corporate governance. The Board reviews our Corporate Governance Guidelines at least annually and occasionally more frequently, as needed. Our Corporate Governance Guidelines are posted in the Governance Documents section under the Governance tab on our website at www.skylinechampion.com.

We have recently made several corporate governance enhancements:

CODE OF BUSINESS CONDUCT AND ETHICS

Skyline Champion’s Code of Business Conduct and Ethics (“Code of Conduct”) applies to all members of the Board and all employees of Skyline Champion’s subsidiaries and affiliated entities, including our Chief Executive Officer and senior

⬛  CORPORATE GOVERNANCE OVERVIEW

management. The Code of Conduct outlines the principles and policies governing our Company. The standards in this Code of Conduct should be viewed as the minimum standards that the Company expects from its employees, officers, and directors, but the Code of Conduct does not supersede the Company’s specific policies and procedures. Our Code of Conduct is posted in the Governance Documents section under the Governance tab on our website at www.skylinechampion.com. All Company directors and management employees annually certify compliance with the Code.

PROCESS FOR SELECTING NOMINEES AND SHAREHOLDER NOMINATIONS

Nominations of persons for election to the Board of Skyline Champion may be made in advance of any annual meeting of shareholders by or at the direction of the Board or by a proposing shareholder entitled to vote for the election of directors at the meeting (the “Nominating Shareholder”). Such shareholder nominations must be made pursuant to timely notice given in writing to the Company’s Secretary. See “Shareholder Proposal Information” below. The Nominating Shareholder’s notice must set forth, as to each person whom the Nominating Shareholder proposes to nominate for election or re-election as a director: (i) the name, age, business address, and residence address of such person; (ii) the principal occupation or employment of such person; (iii) the class and number of shares of Skyline Champion which are beneficially owned by such person, if any; (iv) any other information relating to such person that is required to be disclosed in solicitation of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (v) the qualifications of the nominee to serve as a director of the Company, as more fully set out in the Company’s By-Laws.

BOARD LEADERSHIP STRUCTURE

Skyline Champion has split the roles of CEO and Board Chair.

As non-executive chair of our Board, Mr. Bernlohr is responsible for presiding over Board meetings, executive sessions of the independent directors, and meetings of shareholders, attending meetings of the Board’s committees as appropriate, and assisting management in representing Skyline Champion to external groups as needed and as determined by the Board. The Board elects its chair annually.

Our CEO, Mr. Yost, oversees the day-to-day affairs of Skyline Champion and directs the formulation and implementation of our strategic plans. We believe that this leadership structure is currently the most appropriate for Skyline Champion because it allows our CEO to focus primarily on our business strategy and operations while leveraging the experience of our Board Chair to direct the business of the Board.

Our Board periodically reviews this structure and recognizes that, depending on the circumstances, a different leadership model might be appropriate. The Board has no fixed policy on whether the roles of Board Chair and CEO should be separate or combined, which maintains flexibility based on Skyline Champion’s needs and the Board’s assessment of the Company’s leadership. Our corporate governance guidelines do provide that the Board appoint a lead independent director in the event the CEO is elected Board Chair or the Board Chair otherwise does not qualify as independent.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2022, the Compensation Committee was comprised of Messrs. Bernlohr, Capel, Kaufman and Robinette. Mr. Kaufman is affiliated with MAK, the sole remaining Principal Shareholder (as defined below). For additional information

CORPORATE GOVERNANCE OVERVIEW  ⬛

regarding transactions between the Principal Shareholder and the Company, see “Certain Relationships and Related Person Transactions” below.

BOARD’S ROLE IN STRATEGIC PLANNING

While the formulation and implementation of Skyline Champion’s strategic plan is primarily the responsibility of management, the Board plays an active role with respect to the Company’s strategy. This includes not only monitoring progress made in executing the strategic plan, but also regularly evaluating the strategy in light of evolving operating, economic, and other conditions. The Board carries out its role primarily through regular reviews of the Company’s strategic plan and discussions with management, which include both broad-based presentations and more in-depth analyses and discussions of specific areas of focus. In addition, regular Board meetings throughout the year include presentations and discussions with management on significant initiatives implementing the strategic plan; developments affecting an area of the Company’s business; and on trends, competition, and emerging challenges and opportunities. The Board also reviews the strategic plan, including actions taken and planned to implement the strategy, as part of its review and approval of the annual budget.

BOARD’S ROLE IN RISK OVERSIGHT

The Board’s oversight of risk management enhances the directors’ understanding of the risks associated with the Company’s strategic plan and its ability to provide guidance to and oversight of senior management in executing the Company’s strategy.

Our Board undertakes its responsibility to oversee risks to Skyline Champion through a risk governance framework designed to:

The Board does not view risk in isolation. Rather, it considers risks in its business decisions in the ordinary course of the Board’s decisions and as part of the Company’s business strategy. This includes assessing potential cybersecurity risks and an ongoing review of the Company’s cybersecurity program.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

REGISTRATION RIGHTS AGREEMENT

On June 1, 2018, the Company, Champion Holdings and certain funds, including but not limited to MAK Capital (“MAK”) (collectively the “Principal Shareholders”), and certain other parties, entered into a registration rights agreement providing for, among other things, customary demand registration rights, shelf registration rights, and “piggyback” registration rights in favor of the Principal Shareholders. Subsequently, the Company registered shares for its own account and for shares held by the Principal Shareholders and others. All Principal Shareholders other than MAK sold all their shares in the Company and, as a result, no longer have any material rights or obligations under the registration rights agreement. The Company did not sell any shares in connection with those registrations. MAK continues to hold registration rights in its favor, and its shares are registered for sale.

⬛  CORPORATE GOVERNANCE OVERVIEW

INVESTOR RIGHTS AGREEMENT

On June 1, 2018, the Company, certain principal shareholders, and Champion Holdings entered into the Investor Rights Agreement. MAK is the last of the Principal Shareholders to have rights under the Investor Rights Agreement, which provides for, among other things, certain information rights and certain agreements relating to the composition of the Board of Directors.

RELATED PERSONS TRANSACTIONS POLICIES AND PROCEDURES

Any proposed arrangement that could give rise to a conflict of interest in which a director, officer or employee of the Company, any immediate member of their family, or any of their close associates is anticipated to receive a payment or other significant benefit, whether directly or indirectly, from the Company is to be reported to the Company’s legal or human resources department. Any such transaction involving an executive officer, director, or any of their respective immediate family members in which the amount involved exceeds $120,000 and in which any such persons will have (or may be reasonably expected to have) a direct or indirect material interest is to be reported to the Audit Committee for review and approval, except for employment relationships that have been approved by the Compensation Committee.

The Audit Committee will approve or ratify a related person transaction only if it determines that: (i) the transaction serves the best interests of Skyline Champion and its shareholders; and (ii) the transaction is on terms reasonably comparable to those that could be obtained in arm’s length dealings with an unrelated third party.

SHAREHOLDER COMMUNICATION WITH DIRECTORS

Shareholders and other interested parties who have questions or concerns should contact our investor relations team. For questions and communications shareholders and other interested parties wish to address directly to the Board, the Board Chair, or independent directors, such parties should address such communications to the Board, Board Chair, independent directors or the particular committee or director, c/o Skyline Champion Corporation, 755 West Big Beaver Road, Suite 1000, Troy, Michigan 48084. All such communications should include a representation from the submitting shareholder setting forth the shareholder’s address and the number of shares of Skyline Champion common stock beneficially owned by the shareholder.

The Secretary is primarily responsible for monitoring communications from shareholders and will provide copies or summaries of such communications to the Board, the relevant committee, or the director to whom such communication is addressed, as the Secretary considers appropriate. Each shareholder communication will be forwarded if it relates to a substantive matter and includes suggestions or comments that the Secretary considers to be important for the directors, or director, to know. In general, shareholder communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than shareholder communications relating to personal grievances and matters as to which we tend to receive repetitive or duplicative communications. The Board will give appropriate attention to written communications on such issues and will respond as appropriate.

CORPORATE GOVERNANCE OVERVIEW  ⬛

EXECUTIVE OFFICERS

Set forth below is the biographical information concerning our executive officers. Each of the executive officers was appointed by the Board at the Board Meeting following the Annual Meeting of the Board held on August 3, 2021.

Mark Yost has served as Chief Executive Officer of Skyline Champion since June 1, 2019. Mr. Yost joined Champion Holdings in June 2013 as Chief Financial Officer and Executive Vice President. From November 2016 until his appointment as CEO he served as President of CHB. Previously Mr. Yost served as Chief Financial Officer and Executive Vice President for Severstal North America. Mr. Yost received his B.S. in finance and M.B.A. degrees from the University of Michigan.

Laurie Hough has served as Executive Vice President, Chief Financial Officer and Treasurer of Skyline Champion since June 1, 2018. Ms. Hough was, between October 2016 and June 1, 2018, the Executive Vice President and Chief Financial Officer of both Champion Holdings and CHB. Previously, Ms. Hough served as Vice President and Controller of Champion Holdings and CHB from July 2013 to October 2016, and Vice President of Accounting & Financial Reporting from October 2010 to July 2013. Prior to her time at Champion Holdings, Ms. Hough was Manager of Financial Consolidations at Chrysler Group LLC and Audit Manager at PwC. Ms. Hough is a licensed CPA and obtained her B.S. in Accounting from Oakland University.

Tim Larson was named Chief Growth Officer on May 3, 2021. He has significant experience transforming the customer and digital experience across a diverse portfolio of brands and industries. Prior to joining Skyline Champion, Mr. Larson acted in an advisory role for several businesses. Mr. Larson previously served as Chief Marketing Officer and Senior Vice President, Global Customer Excellence for Polaris Industries from August 2013 to January 2018. Prior to that he served as President and Chief Executive Officer of Jostens, Inc. from January 2008 to January 2013. Mr. Larson earned his B.A. in Strategic Communications from the University of Minnesota.

Joseph Kimmell was named Executive Vice President, Operations for Skyline Champion effective July 1, 2019. Mr. Kimmell re-joined CHB in July 2010 as Regional Vice President of the Northeast Region. Previously, Mr. Kimmell served as General Manager at various CHB facilities from 1997 until 2009, and as Regional Vice President, US Northeast Region of CHB from January 2011 to July 2019. Mr. Kimmell earned his B.S. in Economics from Indiana University.

Wade Lyall was named Executive Vice President, Sales and Business Development for Skyline Champion effective July 1, 2019. Mr. Lyall joined CHB in 2000 as a Sales Manager. Previously, Mr. Lyall served as a General Manager at two plants in Georgia from 2002 until 2005, Regional Vice President of Sales and Marketing from 2005 until 2012, Regional Vice President of the South Region from 2012 until 2015 and was named Vice President of Sales and Business Development in 2015. Mr. Lyall received his B.S. of Business Administration from East Carolina University.

⬛  CORPORATE GOVERNANCE OVERVIEW

Robert Spence has served as Senior Vice President, General Counsel and Secretary of Skyline Champion since July 30, 2019. Previously, he served as Secretary, General Counsel and Vice President Administration of Neenah Enterprises, Inc. from May 2011 to May 2019 and General Counsel and Vice President of Business Development for SPX Corporation, Test and Measurement from September 2001 to April 2011. He received his B.B.A. from the University of Michigan and J.D. from Wayne State University. Mr. Spence also serves as a Director of Neenah Enterprises, Inc.

Timothy Burkhardt has served as Vice President and Controller of Skyline Champion since June 1, 2018. Previously,

Mr. Burkhardt served as the Vice President and Controller of Champion Holdings and CHB from October 2016 to June 2018 and Director of Financial Reporting of Champion Holdings from October 2012 to October 2016. Mr. Burkhardt is a licensed CPA and obtained his B.A. and M.B.A. in Accounting from Michigan State University.

CORPORATE SUSTAINABILITY  ⬛

CORPORATE SUSTAINABILITY

We believe that commitment to all stakeholders is critical to creating value for our customers, our shareholders, our employees, and in the communities in which we do business. This past year proved yet again that we need to recognize and adapt to our ever-changing environment. But as we react and adjust to external influences, we most hold steadfast to our culture and mission as we strive to be good corporate stewards on our journey.

We demonstrate our commitment to Corporate Sustainability through company-wide and plant-specific programs and through our everyday business practices when providing high-quality, affordable homes to U.S. and Canadian homebuyers. Manufactured and modular homes cost up to 50% less per square foot than conventional site-built homes, expanding the opportunity for individuals to live the “American Dream” and own a home despite an ever-growing housing affordability gap.

ENVIRONMENTAL

We manage our operations to minimize resource consumption and environmental impacts.

Skyline Champion continues to identify opportunities to reduce our environmental impact across our operations by reducing raw material waste, designing and constructing energy efficient homes, conserving our natural resources through recycling programs and reducing our carbon footprint by producing our homes in factories close to where our customers and employees live. Many of our U.S. manufacturing facilities are certified to produce Energy Star^® energy efficient rated homes through a special EPA program for manufactured housing. Environmental sustainability is at the forefront of what we do every day.

We construct manufactured homes in controlled environments. Our efficient construction process results in less energy usage and material waste when compared to traditional on-site manufacturing. In many of our plants, we have transitioned to LED lighting, and we recycle insulation material, lumber, metals, paper and many other products. In the course of executing our expansion plans, we have repurposed older buildings, both revitalizing the local community and preserving vacant land. This reduces the need for new building materials and extensive deployment of construction equipment, and thus reduces carbon emissions.

We partnered with The Arbor Day Foundation to participate in reforestation considering forestry products are central to the construction of our homes. The program we initiated last year will result in over 450,000 trees being planted in the U.S. and Canada for our fiscal 2022 production alone. We have pledged to plant one tree for every tree used in construction of our homes in future periods as well. Reforestation contributes to the environment by replenishing forests, reducing greenhouse gases, and protecting the watershed.

SOCIAL RESPONSIBILITY

As a nationwide provider of affordable housing, we acknowledge a social responsibility not only to the buyers of our homes, our retail and community customers and our employees, but also to the communities in which they live and work.

We manage our business in accordance with Skyline Champion’s Core Operating Principles:

⬛  CORPORATE SUSTAINABILITY

We appreciate each member of the Skyline Champion team and the unique skills and diversity of thought each provides to the overall success of the Company. We maintain an Affirmative Action Plan and strive for an inclusive environment and reward individual contributions that foster innovative ideas for improving our work product and workplace. We do not tolerate discrimination or harassment of any kind including, but not limited to, discrimination or harassment on the basis of gender identity, race, religion, age or disabilities. We are committed to the development of our employees. The Company follows standard onboarding and training protocols for our direct labor team members and offers management and OSHA training for our supervisors. We are committed to improving employee engagement and reducing turnover through these onboarding, training and mentoring activities. Depending on availability, our plants participate in local outreach programs and hire disadvantaged members of the local community.

In furtherance of our commitments to our employees and communities, the Company has adopted an internal Anti-Human Trafficking Policy applicable to all its operations and further engaged a third-party vendor to audit our supply chain annually to identify any potential risk of human trafficking occurring in our supply chain. A copy of our Anti-Human Trafficking Policy is available on our website under the Governance tab at www.skylinechampion.com.

We have built a diverse team with a wide range of experiences. At April 2, 2022, we employed 8,400 full and part time employees. Our human capital resource objectives include identifying, recruiting, training, retaining and incentivizing our employees. We offer our employees a competitive compensation package, including an array of benefits and we deem our relationship with our employees to be generally good. At April 2, 2022, our manufacturing facilities in Canada employed approximately 950 workers and most of the workers belong to trade associations that operate under collective bargaining agreements. There are five collective bargaining agreements (one for each Canadian manufacturing facility) each having a separate expiration date. The agreements are set to expire at various dates between June 2022 and June 2024.

OUR U.S. WORKFORCE DEMOGRAPHIC

We are committed to conducting our business with integrity and in compliance with all applicable laws in the cities, states and countries in which we operate. Our above-referenced written Code of Conduct assists employees in this regard. We encourage employees to report concerns through a variety of channels, including a compliance and ethics line which allows for anonymous reporting. All reports are investigated and resolved. We also maintain an anti-retaliation policy such that any employee who reports a concern in good faith is protected from harassment, retaliation or any adverse employment consequence. The Company introduced a Preventing Discrimination and Harassment course that is mandatory for all

CORPORATE SUSTAINABILITY  ⬛

employees. This course outlines the behaviors expected of each Company employee to create and maintain a workplace free of discrimination, harassment, and bullying.

At many of our manufacturing facilities, team members volunteer throughout the community, sharing time and resources. We participate in local programs and support local food, clothing and bread drives, holiday programs for those with special needs, Habitat for Humanity and other local charities as well as work-study programs with local community colleges and high schools.

We take the health and safety of our employees seriously. We expect each employee to follow our safety standards and protocols. Each of our locations performs regular safety audits to ensure that proper safety policies are in place and appropriate safety training is provided. In addition to training and development, we measure and report monthly safety metrics and regularly review our safety performance with our Board. In response to the COVID-19 pandemic, we implemented standards to operate in accordance with social-distancing protocols and public health authority guidelines.

We measure our safety performance based on how many OSHA Recordable incidents and Lost Time Accidents occur in any given fiscal year as compared to the prior year and the industry as a whole. Since fiscal 2018 our OSHA Incident Rate has been declining, from 10.6 to 8.5 in fiscal 2022. Below is a measure of our safety performance under those two metrics in fiscal 2022 as measured against our performance in fiscal 2021 and the industry. Our incident rate declined again in fiscal 2022 to 8.5, which represents an overall decline of 19.8% since fiscal 2018. The industry numbers are from calendar year 2020. The 2021 calendar year industry statistics will not be available until approximately November 2022.

⬛  PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected EY as the independent registered public accounting firm of the Company for the year ending April 1,2023. The Board of Directors has directed that the selection of the independent registered public accounting firm be submitted for ratification by the shareholders at the 2022 Annual Meeting. If a quorum is present, the proposal to ratify the appointment of EY as independent registered public accounting firm will require approval by a majority of the votes cast in person or by proxy at the 2022 Annual Meeting. Shareholder ratification of the appointment is not required by law or otherwise. The Board is submitting this proposal to our shareholders for ratification because it believes it to be a good corporate practice.

If our shareholders do not ratify the selection, the Audit Committee will reconsider whether to retain EY, but may still retain the firm. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that a change would be in the best interests of Skyline Champion and our shareholders. Representatives of EY are expected to attend the 2022 Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate shareholder questions.

		THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF SKYLINE CHAMPION AND OUR SHAREHOLDERS AND RECOMMENDS A VOTE “FOR” APPROVAL THEREOF.

AUDIT COMMITTEE REPORT  ⬛

AUDIT COMMITTEE REPORT

The Audit Committee reports to and acts on behalf of Skyline Champion’s Board of Directors by providing oversight of the integrity of the Company’s financial statements and internal controls, the Company’s independent and internal auditors, and the Company’s compliance with legal and regulatory requirements. The Audit Committee operates under a written charter adopted by the Board, which is reviewed annually and is available under the “Governance” link at www.skylinechampion.com. The members of the Audit Committee satisfy the independence and financial literacy requirements of the NYSE and the SEC.

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and the establishment of effective internal controls over financial reporting. EY, the Company’s independent registered public accounting firm, is responsible for auditing those financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and expressing an opinion on the conformity of Skyline Champion’s audited financial statements with generally accepted accounting principles and on the effectiveness of Skyline Champion’s internal controls over financial reporting. In this context, the Audit Committee met four (4) times in fiscal 2022 with management, EY and the Company’s internal auditors, to discuss, among other things, the audited financial statements of the Company and the matters required to be discussed by the applicable requirements of PCAOB and the SEC.

Management represented to the Audit Committee that the Company’s fiscal 2022 consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee reviewed and discussed the fiscal 2022 consolidated financial statements with management and EY.

The Audit Committee has discussed with EY the matters required to be discussed by applicable auditing standards, including significant accounting policies and the quality, not just the acceptability, of the accounting principles utilized. The Audit Committee has also received from EY the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee regarding independence, and the Audit Committee has discussed with EY the firm’s independence. The Audit Committee concluded that EY is independent from the Company and management.

In reliance on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 2, 2022, for filing with the SEC.

AUDIT COMMITTEE

Michael Berman, Chair

John Firth

Erin Mulligan Nelson

Gary Robinette

⬛  AUDITOR FEES AND PRE-APPROVAL POLICY

AUDITOR FEES AND PRE-APPROVAL POLICY

AUDITOR FEES AND SERVICES

The following table sets forth the aggregate fees billed to Skyline Champion by EY for professional services rendered for fiscal years 2022 and 2021:

PRE-APPROVAL OF AUDITOR FEES AND SERVICES

It is the Audit Committee’s policy that it must pre-approve all audit and permissible non-audit services to be performed by Skyline Champion’s independent auditors, the fees to be paid for those services and the time period over which those services are to be provided. On an annual basis, the independent auditors present a listing of all services they expect to perform for Skyline Champion in the ensuing one-year period, including fee estimates, in sufficient detail to enable the Audit Committee to perform an independent review of each proposed service. The Audit Committee reviews this list and approves appropriate services which, in the Audit Committee’s judgment, will not impair the auditor’s independence. With respect to any additional services proposed to be performed by the independent auditors during the year, management will evaluate the impact on the independent auditor’s independence and obtain Audit Committee approval for such service.

The Audit Committee has considered whether the provision of the non-audit services described above is compatible with maintaining EY’s independence and has determined in their judgment that the provision of such services is compatible with maintaining EY’s independence.

Within the past two fiscal years, the accountant’s report provided by EY did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the two most recent fiscal years, there were no disagreements between the Company and EY relating to any matter of accounting principles or practices, financial statement disclosure, or auditing scope and procedure.

PROPOSAL THREE: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION   ⬛

PROPOSAL THREE: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

We are asking you to approve an advisory resolution approving the compensation of our NEOs as disclosed in this proxy statement. This vote is commonly referred to as a “Say on Pay” vote and is required by Section 14A of the Exchange Act. Although this resolution is not binding, we value your opinion and our Compensation Committee will consider the outcome of this vote when making future decisions.

We believe our executive compensation program promotes the achievement of positive results for our shareholders, aligns pay and performance, and allows us to attract and retain the talented executives that drive our long-term financial success. The “Compensation Discussion and Analysis” section of this proxy statement beginning on page 28 describes in more detail how our executive compensation program operates and how it is designed to achieve our compensation objectives. The “Summary Compensation Table” and other compensation tables and narratives are found on pages 42 through 44.

We have adopted a policy providing for an annual “Say on Pay” vote. Accordingly, the next advisory vote on the compensation of our named executive officers will occur in 2023.

Our Board recommends that, on an advisory basis, shareholders vote in favor of the following resolution:

RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

		THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3 ON AN ADVISORY BASIS.

⬛  COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

OVERVIEW

Our NEOs for fiscal 2022 are:

COMPENSATION DISCUSSION AND ANALYSIS  ⬛

HOW WE MAKE COMPENSATION DECISIONS

The Compensation Committee oversees our executive compensation program and determines all executive officer compensation.

COMPENSATION PHILOSOPHY AND OBJECTIVES

We have a pay-for-performance philosophy. The Compensation Committee believes that the best way to implement this philosophy is by tying a significant portion of our executives’ total direct compensation to the attainment of both annual financial goals and multi-year stock price appreciation, including measuring performance against peers.

The Compensation Committee has established the following objectives for our executive compensation program:

The key elements of our executive compensation program are base salaries, annual cash incentive bonuses and long-term equity incentive awards. The Compensation Committee generally reviews our executive compensation program and plans annually and, following this review, makes determinations regarding base salaries, annual incentive bonus targets and long-term equity award targets. The Compensation Committee makes decisions regarding each element of pay to further the objectives described above. The specific ways in which each element of compensation supports these objectives are described beginning on page 32.

The Compensation Committee reviewed executive compensation in July 2021, after having made no changes in fiscal 2021, and adjusted base salaries and the annual short term incentive opportunity in recognition of the individual executive’s performance, the Company’s performance, and the executive compensation of peer companies. The Compensation Committee also made adjustments to the composition of the long-term incentive program in order to better align equity incentives with the objectives of the organization.

The Compensation Committee recognizes the impact that an adjustment to one element of compensation may have on other elements. For example, an increase in an officer’s base salary will result in a larger target annual bonus value because target bonus dollars are the product of base salaries and target bonus percentages. Thus, the Compensation Committee considers the individual elements, their relationships and each executive officer’s total compensation when making compensation decisions.

The Compensation Committee considers the value of stock-based compensation as an element of our executive compensation program at the time of grant of an equity award, not at the time of exercise or vesting.

⬛  COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION CONSULTANT

The Compensation Committee engages a compensation consultant for access to independent compensation data, analysis and advice. The Compensation Committee retained Lyons, Benenson & Company Inc. (“LB&Co.”) to assist it in making decisions regarding the compensation of our executive officers for fiscal 2022. The Compensation Committee utilized the services of LB&Co. during fiscal 2021 as well. Under its charter, the Compensation Committee has the authority to hire, oversee and terminate compensation consultants, as well as to approve compensation consultant fees and any other terms of the engagement.

The Compensation Committee’s compensation consultant attends the Compensation Committee’s meetings as requested and provides analysis and recommendations that inform the Compensation Committee’s decisions. LB&Co. assisted the Compensation Committee in fiscal 2022 by analyzing and providing recommendations with regard to total direct compensation for the Company’s executive team.

LB&Co. also assisted the Compensation Committee in setting appropriate performance criteria for the Company’s executive equity program and by providing general compensation advice.

COMPENSATION RISK ASSESSMENT

During fiscal 2022, the Compensation Committee assessed the Company’s compensation policies and practices to evaluate whether they created risks that were reasonably likely to have a material adverse effect on Skyline Champion. Based on its assessment, the Compensation Committee concluded that Skyline Champion’s compensation policies and practices, in conjunction with its existing generally applicable processes and controls, did not motivate employees to take risks that were reasonably likely to have a material adverse effect on the Company.

MANAGEMENT’S ROLE

The Compensation Committee makes all executive compensation decisions exercising its own independent judgment. The CEO may assist the Compensation Committee by recommending base salary levels, annual incentive bonus objectives and targets, and individual long-term equity awards for executives other than himself. Management does not have any decision-making authority over executive compensation. Management does assist the Compensation Committee with the preparation of meeting agendas and prepares materials for those meetings as directed by the Compensation Committee.

CONSIDERATION OF THE MOST RECENT ADVISORY “SAY-ON-PAY” VOTE

At the 2021 annual shareholders meeting, our shareholders approved our executive compensation program, with approximately 96.9% of the votes cast in favor of the program. This represented a significant majority of our shareholders and the Compensation Committee viewed this as positive support for our executive compensation program and did not undertake any significant changes as a result. The Compensation Committee continues actively to monitor shareholder feedback and support of the Company’s compensation practices.

COMPENSATION DISCUSSION AND ANALYSIS  ⬛

PEER GROUP

As with fiscal 2021, the Compensation Committee reviewed market compensation data provided by its independent consultant to determine whether the fiscal 2022 compensation opportunities of the NEOs were appropriate and competitive.

The Compensation Committee reviewed the Company’s peer group from fiscal 2021 and replaced one company previously designated as a peer (Meritage Homes Corporation) because it had been involved in a commercial transaction that altered its market capitalization such that the Compensation Committee determined that it no longer qualified as a peer. In conjunction with this change, the Compensation Committee added two peer group companies (Dream Finders Homes, Inc. and Green Brick Partners, Inc.) to the group, which are companies that the Committee believes also comprise part of the competitive marketplace for talent within which we compete.

The Company annually evaluates the peer group based on analysis by LB&Co. and the Compensation Committee’s independent judgment. The Company believes the peers fall within a reasonable range (both above and below Skyline Champion) of comparative factors such as revenue, return on invested capital, operating margin and one- and three-year total shareholder return. These peers are considered to be within complementary industries — namely homebuilding, building products, and recreational vehicles.

The Compensation Committee considers a blend of peer group data and broader survey data in benchmarking compensation. The Compensation Committee believes that this mix of data provides the most comprehensive view of executive compensation levels and practices at companies against which we compete for talent, and it allows the Compensation Committee to ensure that Skyline Champion continues to provide appropriate and competitive compensation opportunities. This mix of data also allows the Compensation Committee to obtain broader market context with regard to certain positions that may not exist in a comparable form at every company in our peer group or that may not qualify as a NEO at every company in our peer group. In addition to the peer group and survey data that the Compensation Committee uses to assess the competitive marketplace, the Compensation Committee considers the Company’s performance as well as each executive’s individual performance and ability to assume increasing responsibilities within the Company, internal pay equity and succession planning.

The Compensation Committee generally uses base salary and incentive compensation for executives with similar roles and responsibilities at our peer companies as a reference in setting the base salaries, target annual incentive bonus opportunities and the long-term equity award grant date values for our NEOs, and evaluates individual executive performance and potential, and internal pay equity as well. Our annual and long-term incentive plans are designed to further reward our NEOs and other employees when the Company performs well both on an annual basis and over the longer term. In particular, if the Company delivers sustained increases in shareholder value, the long-term equity awards are targeted to provide an opportunity for total direct compensation beyond the median of the blended peer/survey data.

⬛  COMPENSATION DISCUSSION AND ANALYSIS

WHAT WE PAY AND WHY: ELEMENTS OF COMPENSATION

The key elements of compensation for our NEOs are base salary, an annual incentive cash bonus and annual long-term equity awards. Together, these elements make up total direct compensation for fiscal 2022.

This section describes these elements and details the amounts earned by our NEOs in fiscal 2022.

BASE SALARY

We pay competitive base salaries to retain key executive officers and attract the new talent necessary for our long-term success. An executive officer’s base salary generally reflects the executive officer’s responsibilities, tenure and job performance, as well as the market for the role. The Compensation Committee generally reviews officer base salaries annually. When the Compensation Committee reviews base salaries, it considers the reports and advice provided by its independent compensation consultant, the peer group and survey data described above, and the recommendations of our CEO for executives other than himself.

Our Compensation Committee approved adjustments to the base salaries for our NEOs on July 29, 2021. Prior to that adjustment, we had last adjusted our NEOs’ base salaries in fiscal 2019. Mr. Yost’s base salary adjustment was more significant and reflects a reconciliation of his former salary with the median salary of our peer company CEOs. The table below details the base salaries in effect at the end of each fiscal year presented.

ANNUAL INCENTIVE BONUS

We maintain an annual cash incentive bonus plan to drive the achievement of our short-term (annual) financial goals. The amount of the incentive bonus actually paid depends on our performance, which is measured at year end relative to the objective performance goals established by the Compensation Committee at the beginning of each fiscal year. Bonuses are not guaranteed.

The Compensation Committee establishes objective performance criteria and sets robust performance targets for our annual incentive plan to drive the achievement of Skyline Champion’s financial goals. The Compensation Committee determines all incentive bonuses in accordance with the Skyline Champion Corporation Annual Performance-Based Bonus Plan (“Bonus Plan”).

The objective Corporate Performance Achievement factors and targets for fiscal 2022 were financially based, with Consolidated Earnings Per Share (“EPS”) constituting 50% and Consolidated Revenue constituting 50%. The participants in the Bonus Plan can earn a multiplier of between 0% and 200% of the annual incentive target, depending on the level of achievement against the targets. Historically the Compensation Committee has adjusted the Performance Achievement factors and targets for each fiscal year.

COMPENSATION DISCUSSION AND ANALYSIS  ⬛

The Bonus Plan grants the Compensation Committee discretion to adjust the amount of any bonus paid to a NEO based on individual performance. The Compensation Committee may also decide not to pay a bonus even when performance targets have been met. A full discussion of the annual incentive bonus performance metrics is included in the chart on page 34.

We calculate bonuses using the following formula:

Base salaries, which are the first component of this formula, are discussed above. Target Percentage of Base Salary is an individual’s incentive bonus target expressed as a percentage of base salary. The percentages for fiscal 2022 were adjusted from the targets for fiscal 2021 in conjunction with the July 2021 compensation adjustments discussed above based on the competitive data and respective performance of the NEOs. The percentages were not changed for any NEO in fiscal 2021. The annual incentive percentages and target amounts for our NEOs are set forth below for fiscal 2022.

The following table reflects the annual incentive targets, performance achievement and bonus earned for each of our NEOs for fiscal 2022.

⬛  COMPENSATION DISCUSSION AND ANALYSIS

The following is a description of the process used to determine actual performance against targets and determine payouts for the annual incentive bonus.

LONG-TERM EQUITY AWARDS

The Company adopted the 2018 Equity Incentive Plan (“Equity Incentive Plan”) to advance the interests of the Company by providing for the grant of stock and stock-based incentive awards to participants. All of the long-term equity grants in fiscal 2022 and 2021 were made pursuant to the Equity Incentive Plan.

We grant long-term equity awards to align the interests of our executives with those of our shareholders, by tying our executives’ long-term compensation directly to growth in the Company’s stock price and to the achievement of our strategic goals. We also believe that long-term equity awards are an important retention tool.

In fiscal 2022 we granted each of our NEOs two types of long-term equity awards:

COMPENSATION DISCUSSION AND ANALYSIS  ⬛

In determining the number of PSUs and RSUs to award, the Compensation Committee considered the NEO’s role at the Company, the NEO’s employment agreement, if applicable, benchmarking data, our recent financial performance, the performance of our common stock, the fair market value of the awards, the expense and the dilutive effect of any potential awards, succession planning, and the importance of retaining the officer’s services. The Compensation Committee also solicited the advice of its independent compensation consultant and the opinion of the Company’s CEO except with respect to the awards to the CEO. The CEO generally provides the Compensation Committee an initial recommendation for annual long-term equity awards for the other NEOs. The Compensation Committee reviews this recommendation and makes its own independent determination.

Performance Stock Units

PSUs which were granted on January 13, 2022, cliff vest at the conclusion of a three-year performance period on the basis of the Company’s achievement of Performance Criteria defined in each PSU award agreement. Depending on the level of achievement, PSUs represent the right to receive between 0% and 200% of a targeted number of shares of our common stock. For PSUs granted in fiscal 2022, the Compensation Committee used measures for relative Total Shareholder Return (“rTSR”) and Single Family Home Completion Market Share (“SFHC Market Share”) as the PSU performance measures. Our rTSR represented 60% and SFHC Market Share represented 40% of each respective award. For these grants, rTSR will be measured using the Company’s percentile ranking within the performance peer group included in Exhibits 10.17 and 10.18 to Skyline Champion’s Annual Report on Form 10-K for the fiscal year ended April 2, 2022. SFHC Market Share will be measured against the Company’s percentage of total single family housing completions, also as referenced in Exhibits 10.17 and 10.18.

The Compensation Committee considers PSUs to be a key component of our pay-for-performance philosophy because the PSUs directly tie the amount of equity that can be earned to Skyline Champion’s shareholder return, which directly aligns the interests of our executives and our shareholders. For this reason, the Compensation Committee believes rTSR to be an appropriate reflection of the Company’s performance. In addition, the multi-year performance period serves as a retention tool and ensures that our executives are appropriately focused on Skyline Champion’s long-term strategic and financial goals.

The formula governing the earnout of the PSUs is set forth below.

The actual payout percentage is determined using straight-line interpolation for performance that falls between the threshold and the target levels or between the target and the maximum levels. If the threshold performance goal is not achieved, the PSUs do not vest and no shares will be earned. PSUs awarded in fiscal 2022 will vest, if at all, at the end of the three-year performance period concluding on January 4, 2025. The PSUs will also vest upon a change in control (as such term is defined in the PSU award agreement) at the greater of 100% or performance measured as of the close of the month prior to the effective date of the change in control, provided that the NEO is employed by or otherwise providing services to the Company on the date of such change in control.

In addition, if the NEO’s employment or other service relationship with the Company or any of the Company’s subsidiaries is terminated without “cause” (as defined in the Equity Incentive Plan or in certain NEO’s written employment agreements) or if the

⬛  COMPENSATION DISCUSSION AND ANALYSIS

NEO resigns employment for “good reason” (as defined in the PSU award agreement), in either case prior to the vesting of the PSUs, then a specified percentage of the PSUs as described in the PSU award agreement shall remain outstanding and eligible to vest based on actual performance for one year following such termination of employment or service, but only if they otherwise would have vested. In the event there is no vesting event within one year of termination, the PSUs will be forfeited and cancelled for no consideration.

Each NEO’s PSU award agreement also incorporates provisions with respect to perpetual confidentiality, as well as non-competition and non-solicitation provisions that apply during employment and for 18 months following the NEO’s termination of employment for NEOs with employment agreements, and 12 months for NEOs without employment agreements. A breach by the NEO of such provisions, depending on when such breach occurred, could result in the NEO’s termination of employment for cause and the termination of the PSU award, or action taken under the Company’s Compensation Recoupment Policy.

Restricted Stock Units

The Company granted RSUs to the NEOs on January 13, 2022, that are subject to continued employment by or other service to the Company through each vesting date. The RSUs generally vest in equal installments on each of the first three anniversaries of the vesting commencement date. We believe the RSUs deliver a meaningful long-term incentive that balances risk and potential reward. These awards also serve as an effective retention tool to motivate our NEOs to remain with the Company and continue to drive performance. RSU awards are only earned if the individual continues to be employed by or otherwise provides service to the Company through the applicable vesting dates of the awards. Vesting and delivery of the shares underlying the RSUs will occur in equal one-third installments on the first three anniversaries of the vesting commencement date or earlier on the occurrence of a change in control (as such term is defined in the RSU award agreement).

In addition, if the NEO’s employment or other service relationship with the Company or any of the Company’s subsidiaries is terminated without “cause” (as defined in the Equity Incentive Plan or in certain NEO’s written employment agreements) or if the NEO resigns employment for “good reason” (as defined in the RSU award agreement), then the next one-third of RSUs that would have vested had such NEO remained employed or in service shall vest upon such termination of employment or service. Further, the unvested RSUs subject to the award shall vest and deliver upon the NEO’s termination of employment or service due to death or disability (“disability” being defined in the Equity Incentive Plan).

Each NEO’s RSU award agreements also incorporate provisions with respect to perpetual confidentiality, as well as non-competition and solicitation provisions that apply during employment and for 18 months following the NEO’s termination of employment for NEOs with employment agreements, and 12 months for NEOs without employment agreements. A breach by the NEO of such provisions, depending on when such breach occurred, could result in the NEO’s termination of employment for cause and the termination of the RSU award, or action taken under the Company’s Compensation Recoupment Policy.

Stock Options

Prior to fiscal 2022, the Company granted stock options to our executive officers. Such stock options represented the right to purchase one share of the Company’s common stock at the exercise price, or “strike” price. The stock options vest in equal annual installments on each of the first three anniversaries of the vesting commencement date. The stock options expire on the tenth anniversary of the grant date. Complete information on the terms of such prior option awards can be found in previously filed Proxy Statements. The Compensation Committee did not include stock options in the long-term incentive awards in fiscal 2022 based on competitive data.

Tim Larson Bonus and Equity Award

In addition to participating in the annual equity awards outlined above, Mr. Larson was awarded equity upon joining the Company as Chief Growth Officer. The Company believes those awards were an important component of Mr. Larson’s total compensation and that they align his interests with those of the Company’s stakeholders. The awards were granted under the

COMPENSATION DISCUSSION AND ANALYSIS  ⬛

same program structure as the grants to the other NEOs during fiscal 2021, consisting of 35% of stock options, 35% of PSUs and 30% of RSUs. The awards were granted on June 1, 2021 and will vest over a three-year period from the grant date. The PSUs will vest between 0% and 150% of the amount of the award based on the rTSR over the three-year period from the date of grant. Mr. Larson also received a cash signing bonus of $150,000 in conjunction with his employment with the Company, which is not included in his base salary disclosed above, but which is subject to certain repayment obligations should his employment terminate in the first twenty-four months.

Fiscal 2022 Long-Term Equity Awards

In fiscal 2022, as described above and noted below, and as part of the Compensation Committee’s review of executive compensation, the Compensation Committee approved the grant of PSU and RSU awards to our NEOs as part of our annual long-term equity award process, to reflect the Company’s and individual NEO’s performance.

⬛  COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION MIX

As our executives assume more responsibility, we generally increase the percentage of their compensation that is variable and performance based. We do not have a pre-established policy or target for allocation between specific compensation components. The following charts, however, show that the majority of target total direct compensation for our CEO and our other NEOs as a group is not fixed but rather is variable and will be earned or paid, as applicable, based on Company and/or individual performance and/or stock price. The following charts and tables reflect the target total direct compensation (base salary, target annual incentive bonus and long-term equity grants (in the case of PSUs, assuming target performance) set by the Compensation Committee.

CEO Annual Total Direct Compensation		Average NEO Annual Total Direct Compensation

The table below illustrates how the target annual total direct compensation set by the Compensation Committee for each of our NEOs was allocated between fixed and variable compensation for fiscal 2022, as well as the breakdown of variable compensation that was based on annual and long-term Company performance and/or stock price.

COMPENSATION DISCUSSION AND ANALYSIS  ⬛

ADDITIONAL INFORMATION

EMPLOYMENT AGREEMENTS

Ms. Hough and Messrs. Yost, Larson, and Spence have employment agreements with the Company. The employment agreements of Ms. Hough and Messrs. Yost, Larson, and Spence provide for a base salary, annual target and maximum bonus opportunities, grants under the Equity Incentive Plan, participation in the Company’s broad-based employee benefit plans, severance benefits in the event of certain types of termination of employment (as described in more detail under “Potential Payments Upon Termination or Change-in-Control”), and reimbursement of reasonable business-related expenses (subject to any limitations or restrictions imposed by our Board).

SEVERANCE ARRANGEMENTS

The Champion Home Builders, Inc. Separation Allowance Plan (“Separation Plan”) applies broadly to eligible participants who have at least twelve (12) months service with the Company and allows for management discretion in determining, on a case-by-case basis, a separation allowance and a period of benefits continuance in the event the participant’s employment is involuntarily terminated by the Company. The Separation Plan generally provides for severance payments based on the recipient’s position and years of service with the Company and excludes from participation any executive officer or other person with an individual separation agreement or other written agreement that provides for post-termination benefits.

BENEFIT, RETIREMENT AND DEFERRED COMPENSATION PLANS

Our executive officers participate in the same employee benefit plans that are made available to the Company’s employees generally. These benefits are intended to be part of a competitive compensation package. In fiscal 2022, the Compensation Committee approved a limited healthcare benefit for the NEOs and other Section 16 Officers that provides the opportunity to participate in the Executive Wellness Program. For those executives who participated in the program in fiscal 2022, the cost of the program is included in the Summary Compensation Table for on page 42.

We do not provide a defined benefit pension plan for our NEOs or other employees. Our currently employed NEOs are eligible to participate in our 401(k) plan (the “401(k) Plan”) on the same terms as are generally provided to our full-time U.S. salaried employees. The Company provides matching contributions in respect of a portion of the participant’s elective deferrals under the 401(k) Plan. We do not provide any nonqualified deferred compensation plans for our NEOs.

CLAWBACK

In November 2020, the Company adopted a Compensation Recoupment Policy. The Policy permits the Compensation Committee to review the Performance-Based Compensation of one or more executives for a three-year period preceding the date on which any determination is made that a restatement of the Company’s financial statements is necessary. Performance-Based Compensation is defined to include bonus, equity awards and any other incentive compensation. In its discretion, the Compensation Committee may elect to use reasonable efforts to recover any excess compensation (calculated as the difference between what should have been awarded under the restated financial statements and what was awarded) paid to an executive if the Board determines that such executive engaged in intentional misconduct which materially contributed to the need for a restatement. The Policy lists a set of factors for the Committee to evaluate in determining whether to seek to recover the excess compensation or whether to conclude that doing so would be (i) unreasonable or (ii) contrary to the best interests of the Company.

⬛  COMPENSATION DISCUSSION AND ANALYSIS

STOCK OWNERSHIP GUIDELINES

In fiscal 2021, the Company implemented Stock Ownership Guidelines and Holding Requirements for Senior Management and Independent, Non-Employee Directors. The policy sets a minimum threshold of stock ownership to be achieved by each within three (3) years of the later of the Effective Date of the guidelines or first becoming an equity plan participant. The Guidelines prescribe the following holdings:

The Guidelines provide the Compensation Committee with discretion to take certain actions against an executive officer or independent non-employee director until the Guidelines are met by the participant. As of April 2, 2022, our CEO, CFO and all of our Section 16 Officers and Non-employee Directors were in compliance with the holding requirements set out in the guidelines.

PROHIBITION ON HEDGING AND PLEDGING

The Company’s Insider Trading Policy prohibits all Skyline Champion associates who are subject to pre-clearance procedures from engaging in any hedging or pledging transactions involving Skyline Champion stock. This prohibition applies to both our NEOs and our non-employee directors.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

We consider objectives such as attracting, retaining and motivating leaders when we design our executive compensation programs. We also consider the tax-deductibility of compensation, but it is not our sole consideration.

COMPENSATION COMMITTEE REPORT  ⬛

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Skyline Champion Corporation Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into Skyline Champion’s Annual Report on Form 10-K for the fiscal year ended April 2, 2022.

THE COMPENSATION COMMITTEE

Timothy Bernlohr

Eddie Capel, Chair

Michael Kaufman

Gary Robinette

⬛  COMPENSATION TABLES

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE FOR FISCAL 2022

The table below shows the compensation paid to or earned by our NEOs in fiscal 2022, 2021, and 2020.

COMPENSATION TABLES  ⬛

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2022

The following table lists grants of plan-based awards to each of our NEOs during fiscal 2022.