UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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SKYLINE CORPORATIONSkyline Champion Corporation

(Name of Registrant as Specified Inin Its Charter)

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

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SKYLINE CORPORATION

LETTER TO OUR SHAREHOLDERS

P.O. Box 743

Elkhart, Indiana 46515

Dear Shareholder:

We are pleased to invite you to our 2021 Annual Meeting of Shareholders, which will take place solely via a live webcast on Tuesday, August 3, 2021 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:

In light of the COVID-19 pandemic and the success of last years’ virtual meeting, we have opted to host the 2021 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 2021 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 4, 2021

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

September 29, 2017MEETING INFORMATION

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of Skyline Corporation (“Skyline” or the “Company”) will be held at the Garden Ballroom, Hilton Garden Inn, 3401 Plaza Court, Elkhart, Indiana 46514, on Friday, September 29, 2017, at 9:00 a.m., Eastern Daylight Time, for the following purposes:

ITEMS OF BUSINESS

1. To elect a Board of Directors for the ensuing year, or until their successors are elected and qualify.

VOTING MATTERS AND BOARD RECOMMENDATIONS

2. To cast an advisory vote on the ratification of the appointment of Crowe Horwath LLP as Skyline’s independent auditor for fiscal year 2018.

HOW TO VOTE

3. To cast a non-binding advisory vote on executive compensation for fiscal year 2017.

4. To cast an advisory vote on the frequency of future advisory votes on executive compensation.

5. To transact such other business as may properly come before the meeting, or any adjournment thereof.

The Board of Directors of Skyline recommends that you voteFOR the Board’s nominees for Directors,FOR the approval of the selection of Crowe Horwath LLP as the independent auditor for fiscal year 2018,FOR the approval of the compensation paid to the Named Executive Officers for fiscal year 2017, and for an advisory vote on executive compensation be held every “ONE YEAR.”

Your vote is very important. Please note that in the absence of your specific instructions as to how to vote, brokers may only vote on the ratification of the appointment of the independent auditor, but no other proposals described in this Proxy Statement. In order for your vote to be counted, please make sure that you submit your vote to your broker.

The Board of Directors has fixed the close of business on July 31, 2017, as the record date for the determination of shareholders entitled to notice of, and to vote at, said meeting.

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 Orderorder of the Board of Directors,

Martin R. Fransted

Corporate Controller

Robert M. Spence

Senior Vice President, General Counsel and Secretary

August 22, 2017June 4, 2021

IF YOU DO NOT EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

SKYLINE CORPORATIONTABLE OF CONTENTS

PROXY SUMMARY  2520 By-Pass Road, P.O. Box 743⬛

Elkhart, Indiana 46515PROXY SUMMARY

AugustDate of Distribution: June 22, 20172021

PROXY STATEMENTA LOOK BACK AT FISCAL YEAR 2021

Skyline Champion Corporation (“Skyline Champion,” the “Company,” “we,” “us,” or “our”) demonstrated its ability to perform despite the challenges of fiscal 2021. Our net income increased 46% to $89 million, with a net sales increase of 3.7% to over $1.4 billion. The team focused on improving the Company’s operating performance while reducing expenses and investing in the long-term growth of the Company.

The enclosedCOVID-19 pandemic had unprecedented effects on our business operations and human capital management in fiscal 2021. While many of our facilities were deemed essential businesses and were not required to cease operations, we managed through challenges in personnel, raw material inflation, supply chain shortages, and overall market volatility. During the year, the team’s exceptional efforts allowed the Company to increase production and meet surging housing demand despite a challenging operating environment all while remaining focused on the health and safety of our employees and partners. Skyline Champion is proud that it was able to do all of this without reducing the compensation of any of its employees throughout the organization. While we did adjust the size of our workforce in response to local regulations and outbreaks, we were able to enhance our short-term benefits offerings to assist our employees.

In the second half of fiscal 2021, the demand for new, affordably priced homes reached historically high levels due to low interest rates, availability of financing, millennial household formations and lean inventories of new and existing single-family homes. During this time, Skyline Champion continued to provide housing solutions to a larger market than ever before by streamlining production, expanding our turn-key offerings to our channel partners and investing in the design and testing of enhanced digital offerings and production automation in our factories.

On February 28, 2021, Skyline Champion executed on its growth strategy through the accretive acquisition of ScotBilt Homes, LLC and related companies (collectively “ScotBilt”) which operate two manufactured housing manufacturing facilities in the State of Georgia. The acquisition reflects the Company’s strategic goal to continue to increase its manufacturing capacity to meet the increasing backlog and rising consumer demand for affordable housing. The Company welcomes ScotBilt and its 400 employees to the Skyline Champion family and will continue to integrate them into the Company’s operations and work to identify and achieve synergies. On January 14, 2021, the Company completed the acquisition of the facilities in Pembroke, North Carolina formerly used in the manufacture of homes. Like ScotBilt, the Pembroke acquisition provides an additional opportunity to increase the Company’s manufacturing capacity.

SUMMARY OF THE 2018 EXCHANGE

As previously reported by the Company, on June 1, 2018 (the “Closing Date”), Skyline Corporation and Champion Enterprises Holdings, LLC (“Champion Holdings”) combined their operations pursuant to the Share Contribution & Exchange Agreement (the transaction being the “Exchange” and such agreement being the “Exchange Agreement”), dated as of January 5, 2018, by and between Skyline Corporation and Champion Holdings. In connection with the Exchange, Skyline Corporation changed its name to Skyline Champion Corporation. More information about the Exchange can be found in the Form 8-K filed by Skyline Champion on June 6, 2018. More information about Skyline Champion, including its financials and filings, is located on our website at: www.skylinechampion.com. No material on our website is part of this proxy is solicited by thestatement.

⬛  PROXY SUMMARY

SUMMARY OF PROPOSALS

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 4.

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 2022. Additional information on independent auditor appointment is available beginning on page 22.

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 25.

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 Corporation (“Skyline”Champion.

Our Board, upon the recommendation of the Nominating and Governance Committee, voted to nominate Keith Anderson, Michael Berman, Timothy Bernlohr, Eddie Capel, John Firth, Michael Kaufman, Erin Mulligan Nelson, Gary Robinette, and Mark Yost for re-election at the 2021 annual meeting of our shareholders (the “2021 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 “Company”) for use at the Annual Meeting of Shareholders toBoard may be held September 29, 2017 (the “Annual Meeting”). The shares represented by properly executed proxies received prior to the meeting will be voted. If the shareholder directs in the proxy how the shares are to be voted, they will be votedreduced accordingly. When no direction has been given by the shareholder, it is the intentionAll of the proxiesnominees have consented to be named in the proxy to vote the same in accordance with their best judgment. Any proxy given may be revoked by the shareholder at any time prior to the voting of the proxy by (i) submitting written notice of the revocation to the Corporate Secretary prior to the Annual Meeting; (ii) submitting a later-dated and properly-executed proxy; or (iii) attending the Annual Meeting and voting in person. The approximate date on which this proxy statement and the form of proxy are first sent or givenhave indicated their intent to serve if elected.

The Board recommends that shareholders is August 22, 2017.

Important Notice Regarding the Availability of Proxy Materialsvote FOR all nine director nominees. The voting standard for the Annual Meeting to be Held on September 29, 2017.

Skyline’s Annual Report to Shareholders, Proxy Statement, and Proxy are available on the Internet at www.skylinecorp.com.

Please contact Skyline’s Secretary, Martin R. Fransted at(574) 350-2251 if you need to obtain directions on how to attend the Annual Meeting and vote in person.

Your votedirector elections is very important. Please note that if you hold your shares through a broker, bank, or other nominee, such broker, bank, or nominee may not vote your shares on the election of Directors, the advisory vote on executive compensation for fiscal year 2017, or the advisory vote on the frequency of future advisory votes on executive compensation in the absence of your specific instructions as to how to vote. In order for your vote to be counted, please make sure that you submit your voting instructions to your broker, bank, or other nominee.

VOTING SECURITIES

Only shareholders of record as of the close of business on July 31, 2017, or their proxies are entitled to vote at the Annual Meeting. As of that date, Skyline had outstanding 8,391,244 shares of Common Stock having one vote per share.

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Each shareholder is entitled to one vote for each share of Common Stock held by the shareholder. A quorum for purposes of the Annual Meeting shall exist if a majority of the Common Stock of Skyline entitled to vote is represented in person or by proxy at the Annual Meeting. Abstentions, withheld votes, and broker non-votes will be counted for purposes of determining whether a quorum is present. All votes cast at the Annual Meeting will be tabulated by Computershare Trust Company, N.A.

If your shares are held in an account with a bank, broker, or another third party that holds shares on your behalf, referred to herein as a “nominee,” then you are considered the “beneficial owner” of these shares, and your shares are referred to as being held in “street name.” If you hold your shares in “street name,” you must vote your shares in the manner provided for by your bank, broker, or other nominee. Your bank, broker, or other nominee has enclosed or provided a voting instruction card with this proxy statement for you to use in directing the bank, broker, or other nominee how to vote your shares.

If your shares are held by a bank, broker, or other nominee, they may not be voted or may be voted contrary to your wishes if you do not provide your bank, broker, or other nominee with instructions on how to vote your shares. Brokers, banks, and other nominees have the authority under the rules of the New York Stock Exchange (“NYSE”) to vote shares held in accounts by their customers in the manner they see fit, or not at all, on “routine” matters if their customers do not provide them with voting instructions. Proposals 1, 3, and 4 are not considered to be routine matters, but Proposal 2 is considered to be a routine matter. When a proposal is not routine and the bank, broker, or other nominee has not received your voting instructions, a bank, broker, or other nominee will not be permitted to vote your shares and a broker “non-vote” will occur. To ensure your shares are voted in the manner you desire, you should provide instructions to your bank, broker, or other nominee on how to vote your shares for each of the proposals to be voted on at the Annual Meeting in the manner provided for by your bank, broker, or other nominee.

Directors will be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.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. Votes withheld from any

		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 2021 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 counteddescribed 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 purposes of determining the presence or absence of a quorum for the transaction of business. Shareholders do not have the rightdirector candidates. The Nominating and Governance Committee has engaged third party search firms to cumulate their votes in the election of directors. Abstentions, broker non-votes, and votes that are withheld will not be included in the vote countassist to identify qualified candidates and will have no effect onconsider director candidates recommended by shareholders. See “Process for Selecting Nominees and Shareholder Nominations” and “Shareholder Proposal Information” below for further information. In connection with the outcomeExchange, the Company entered into an investor rights agreement (the “Investor Rights Agreement”) with Champion Holdings and certain funds, the last remaining one of the vote.

The affirmative vote ofwhich is affiliated with MAK Capital (“MAK”), a majority of the votes cast at the Annual Meeting is required to approve, on an advisory basis, the ratification of the appointment of Crowe Horwath LLP as Skyline’s independent auditor for fiscal year 2018 and the non-binding advisory vote on the executive compensationshareholder holding greater than 5% of the Company’s Named Executive Officers for fiscal 2017. With

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respect to the non-binding advisory voteoutstanding shares of voting common stock, which included certain agreements relating to the frequencycomposition of the shareholder advisory vote onBoard. Under the NamedInvestor Rights Agreement, the Company is obligated to use its reasonable best efforts to cause the Board to nominate for election: (i) the Chief Executive Officers’ compensation,Officer of the option receiving the most votes cast (i.e., everyCompany; (ii) up to one two, or three years) will be considered the frequency approvedaffiliated director nominated by the shareholders. AbstentionsMAK (subject to certain ownership thresholds); and broker non-votes will have no effect on these proposals.

PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1.

ELECTION OF DIRECTORS

In accordance with the terms of Skyline’s By-Laws,(iii) the number of Directors permittedindependent directors necessary to servesatisfy 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 initial board was established following the Exchange in June 2018, and it continues to evolve on its path to identifying, nominating, and appointing 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 Board is currently fixed at seven (7). Directors are elected on an annual basis at Skyline’s Annual Meeting of Shareholders, and each Director holds office for aone-year term. The nominees for Directors for fiscal year 2018 are: Arthur J. Decio, John C. Firth, Richard W. Florea, Samuel S. Thompson, John W. Rosenthal Sr., Matthew W. Long, and Thomas L. Eisele. Proxies cannot be voted for a greater number of persons than seven.

It is intended that the votes authorized by the enclosed proxy will be cast for the election of the seven Director nominees. In the event that one or more of the nominees shall unexpectedly become 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 present Board or the Board may be reduced accordingly. All of the nominees for whom the proxies intend to vote have agreed to serve as Directors if elected.

Information on the Director nominees can be found beginning on page 6 of this Proxy Statement.

TheSkyline Champion Corporation Board of Directors, recommendsthe Nominating and Governance Committee will require that shareholders vote FOR all seven Director nominees.

PROPOSAL NO. 2.

ADVISORY VOTE TO RATIFY THE APPROVAL OF THE APPOINTMENT OF CROWE HORWATH LLP AS INDEPENDENT AUDITOR FOR FISCAL YEAR 2018

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 Audit Committee is responsible for the appointment of the independent auditor engaged by Skyline. The Board and Audit Committee have appointed Crowe Horwath LLP as independent auditor for fiscal year 2018. The Board of Directors is asking shareholderswill direct any third-party consultant retained to ratify this appointment. Crowe Horwath LLP audited Skyline’s financial statements for fiscal year 2017. A representative of that firm will be present at the Annual Shareholders’ Meeting and will have an opportunity to make a statement and answer questions. Shareholders may

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vote for or against the ratification of Crowe Horwath LLP as Skyline’s independent auditor for fiscal year 2018, or the shareholder may abstain from voting.

The Board of Directors recommends that shareholders vote FOR ratifying the appointment of Crowe Horwath LLP, an independent registered public accounting firm, to serve as Skyline’s independent auditor for fiscal year 2018.

PROPOSAL NO. 3.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Board of Directors is asking the shareholders to provide an advisory, non-binding vote to approve the compensation paid to our Named Executive Officers, as describedassist in the “Executive Compensation” section of this Proxy Statement. Skyline is providing this advisory vote as required pursuantselection to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Non-binding votes on executive compensation have occurred at each of Skyline’s Annual Meetings since 2011, and it is anticipated thatinclude suchnon-binding votes will continue to occur on an annual basis.

Skyline’s Compensation Committee oversees the compensation program and compensation awarded. In addition, it adopts changes to the program and awards compensation as appropriate to reflect Skyline’s circumstances and to promote the main objectives of the program. These objectives include: to compete for and retain managerial talent, to reward profitable growth and increase shareholder returns, and to effectively tie pay to performance. The Board is asking the shareholders to indicate their support for the Named Executive Officers’ compensation for fiscal year 2017. The Board believes the executive compensation program was designed appropriately and is working to ensure that management’s interests are aligned with the shareholders’ interests to support long-term value creation.

Shareholders may vote for or against the following resolution, or abstain from voting. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers. The proposed resolution is:

“Resolved, that the shareholders approve the compensation paid to Skyline’s Named Executive Officers for fiscal year 2017, as disclosed candidates in the Executive Compensation discussion included in this Proxy Statement.”

While this vote is advisory and not binding on Skyline, the Board and the Compensation Committee expect to consider the outcome of the vote, along with other relevant factors, when considering future executive compensation decisions.

The Board of Directors recommends that shareholders vote FOR the approval of the foregoing resolution on Named Executive Officer compensation.

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PROPOSAL NO. 4.

ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION

In addition to the non-binding shareholder advisory vote on the compensation paid to our Named Executive Officers, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) also requires Skyline to seek, once every six years, shareholder approval of how often Skyline will seek advisory approval of the Named Executive Officer’s compensation. This non-binding advisory vote is commonly referred to as a “say-on-frequency” vote. The Dodd-Frank Act requires that Skyline present every one, two, or three years, or abstain, as voting alternatives for shareholders.

After careful consideration, the Board of Directors has determined that a non-binding advisory vote on Named Executive Officer compensation that occurs annually is the most appropriate, and the Board recommends that shareholders vote for the approval of this interval. The Board believes that holding a vote every year is the most appropriate option because (i) it would enable our shareholders to provide us with input regarding the compensation of our Named Executive Officers on an annual basis; and (ii) it would encourage continued engagement with our shareholders to obtain their input on our corporate governance matters and our executive compensation philosophy, policies, and practices.

Shareholders are not voting to approve or disapprove the recommendation of our Board of Directors. Instead, shareholders may cast a vote on their preferred voting frequency by choosing any of the following four options with respect to this proposal: “one year,” “two years,” “three years,” or “abstain.” For the reasons discussed above, we are asking our shareholders to vote for a frequency of “one year.” The option that receives the most votes cast at the Annual Meeting will be considered by the Board of Directors in determining the preferred frequency with which we will hold a shareholder vote to approve the compensation of our Named Executive Officers.

Your vote on this proposal will be advisory and non-binding on Skyline, the Board, and the Compensation Committee. However, the Board and Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by shareholders in their vote on this proposal and will consider the option that receives the most votes in determining the frequency of future votes on the compensation of our Named Executive Officers.

The Board of Directors recommends that shareholders vote for a non-binding advisory vote on the compensation of our Named Executive Officers be held every “ONE YEAR.”

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DIRECTOR QUALIFICATIONS AND BIOGRAPHICAL INFORMATIONits initial list.

The Board has determined that Ms. Nelson and Messrs. Berman, Bernlohr, Capel, Firth, Kaufman, and Robinette are “independent directors” as that term is defined in the current DirectorsNYSE Listed Company Manual and under the Securities and Exchange Commission (“SEC”) rules and regulations. Mr. Anderson is expected to qualify as an independent director in June 2022.

In making this determination, the Board considered the relationships that Ms. Nelson and Messrs. Berman, Bernlohr, Capel, Firth, Kaufman, and Robinette have with the qualifications, skills,Company and experienceall 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 consistent with Skyline’s policyparty 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. 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 3, 2021, the Board held twelve (12) meetings, three (3) of which were focused on reviewing issues presented by the onset of the COVID-19 pandemic. 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 that he or she served on the Board. During this same period, seven (7) 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 2020 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 Year 2021. Committee membership for Fiscal Year 2022 will be evaluated following the annual shareholders meeting.

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 selectionbenefit of Directors. In various fieldsSkyline Champion and positions, all of Skyline’s Directorsits shareholders. We regularly review and nominees have demonstrated their leadership, intellectual,continually refine our governance practices and analytical skills, gained deep experiencepolicies 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 core management skills,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.

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 business development, finance,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 assessment,management and leadership developmentlegal compliance procedures. It appoints senior management and oversees succession planning and have gained significant experience in corporate governancesenior management’s performance and oversight. Biographical information for Skyline’s current Directors, who arecompensation. The Board also all nominees for election as Directors at the Annual Meeting,oversees our short- and three additional Director nominees who are not currently serving as Directors, is set forth below, including the specific qualifications, skills,long-term strategic and experiences considered by the Governancebusiness planning, and Nominating Committee in recommending the slatereviews with management its business plan, financing plans, budget, and other key financial and business objectives.

Members of nominees.

Current Directors

Arthur J. Decio, age 86, has served as a Director of Skyline since 1959. Mr. Decio is a founder of Skyline and he has been involved in the leadership of Skyline since its inception. He served Skyline in a consulting capacity from September of 2001 until September of 2007. He brings unparalleled knowledge and experience in the manufactured housing industry and Skyline to his Board participation.

John C. Firth, age 59, has served as a Director of Skyline since 2006. Mr. Firth currently serves as President of Quality Dining, Inc. and is a member of its Board of Directors. Quality Dining operates over 200 restaurants in seven states and employs over 8,000 people. From March 1994 through April 2005, Quality Dining’s shares were traded on the NASDAQ. Prior to being named President, Mr. Firth served in a variety of capacities including Executive Vice President, Principal Financial Officer and General Counsel. Before joining Quality Dining in 1996, Mr. Firth was a partner in a South Bend, Indiana law firm. He was appointed to the Indiana Corporate Law Commission by Indiana Governor Joseph E. Kernan (2004 to 2006). Mr. Firth served on the Board of Directors of Smart Temps, LLC, a start-up company which offers industry-leading, cloud-based solutions for real-time temperature management and monitoring from February 2010 until the company was sold to a public company in January 2017. The Board benefits from his executive management experience, strategic vision, corporate governance acumen,stay informed about our business judgment and financial expertise.

Richard W. Florea, age 54, has served as a Director and as President and Chief Executive Officer of Skyline since July 2015. Prior to joining Skyline, Mr. Florea served as President and Chief Operating Officer for Truck Accessories Group, LLC, a producer of fiberglass caps and tonneaus for light and mid-sized trucks. From 1998 through 2009, he was President and Chief Operating Officer of Dutchmen Manufacturing, Inc., a maker of travel

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trailers. Mr. Florea was a division sales manager for Skyline from 1994 to 1998. Mr. Florea has substantial knowledge of the manufactured housing and recreational vehicle industries, and his demonstrated ability to grow businesses and develop value creation strategies is expected to benefit Skyline’s dealer partners and customers, all of which he brings to his Board participation.

Samuel S. Thompson, age 68, has served as a Director of Skyline since April 2013. Prior to joining the Board, Mr. Thompson practiced law for thirty-eight years, and was a partnerdiscussions with Barnes & Thornburg LLP until December 2012. He was a member of the firm’s Management and Compensation Committees. Mr. Thompson also served as director of a number of highly successful private companies including Beck Industries, Inc., Dometic Corporation, Geocel Corporation and Bock Industries. Mr. Thompson brings his long-standing institutional knowledge of Skyline, corporate governance acumen and business judgment to his board participation at Skyline.

John W. Rosenthal Sr.,age 58, has served as a Director of Skyline since September 2016. Mr. Rosenthal is the managing member,our Chief Executive Officer and Chief Investment Officerother members of John W. Rosenthal Capital Management, Inc.,our senior management team, by reviewing materials provided to them by management on a registered investment advisory firm. Prior to founding John W. Rosenthal Capital Management, Mr. Rosenthal served as Chairman, President & Chief Executive Officer of St. Joseph Capital Corporation, a publicly traded bank holding company, from 1996 until it was sold to a larger regional bankregular basis and in 2007. Prior to founding St. Joseph Capital Bank, Mr. Rosenthal was a vice presidentpreparation for Board and senior corporate banker at The First National Bank of Chicago. Mr. Rosenthal is a former faculty membercommittee meetings, and by participating in meetings of the Graduate SchoolBoard and its committees. Senior management regularly reviews key portions of Banking atour business with the UniversityBoard. 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 Wisconsin and has been an adjunct faculty member at the Mendoza College of Business at the University of Notre Dame since 2012. Mr. Rosenthal is also the lead director of Materials Processing Inc., a privately held diversified manufacturing company headquartered in Indianapolis, Indiana. The Board will benefit from his financial, executive management and commercial credit experience along with his sound business judgment.

Nominees Who are Not Currently Directors

Matthew W. Long,age 55, is a nominee standing for first-time election to the Skyline Board at the Annual Meeting. Mr. Long has served as Chief Financial Officer, Treasurer, and Assistant Secretary of Supreme Industries, Inc. a publicly-traded leading manufacturer of truck bodies and specialized commercial vehicles since 2011. Mr. Long also served as Interim Chief Executive Officer of Supreme Industries from March 2012 to May 2013. Throughout his tenure at Supreme Industries, Mr. Long has played a critical role in improving the company’s profitability. Prior to joining Supreme Industries, Mr. Long served as Treasurer of CTS Corporation, a manufacturer of electronic components and sensors and supplier of electronics manufacturing services from June 2003 until February 2011, and as

7

Assistant Treasurer of CTS from December 2000 until May 2003. Previously, he held a variety of accounting positions for Emerson Electric, General Housewares/Chicago Cutlery, and United Technologies. The Board will benefit from his executive management experience, business judgment, financial and accounting expertise.

Thomas L. Eisele,age 67, is a nominee standing for first-time election to the Skyline Board at the Annual Meeting. Mr. Eisele is the former Senior Vice President, Chief Legal Officer and Secretary of NIBCO Inc., a global manufacturer of flow control products for residential and commercial construction, and industrial and irrigation markets. Mr. Eisele served NIBCO for thirty-one years and was an instrumental member of and advisor to executive management, implementing strategic business growth initiatives, building strong board relations, creating powerful internal and external alliances, managing through crisis and change, providing proactive and effective solutions, and overseeing many aspects of corporate governance and the corporate legal function. He is currently a member of the NIBCO Board of Directors. The Board will benefit from Mr. Eisele’s executive management experience, corporate governance skills, strategic vision and business acumen.

CORPORATE GOVERNANCEpotential risk.

Skyline believes good governance starts with a Board whose independence ensures candid and constructive engagement with management about all aspects of Skyline’s business. Skyline’s Director nomination process seeks persons with the initiative, time, skills, and experience to be effective contributors.

Skyline’sChampion’s governance processes address matters relating to Board operations that are fundamental to shareholder interests. The independent Directorsdirectors meet regularly without management present to evaluate Skyline’sSkyline Champion’s results, plans, and challenges, as well as management’s performance and the strength and development of Skyline’s Named Executive Officers. Between June 1, 2016 and May 31, 2017, the Board met five times. All the Directors of the Board were present at these meetings. Skyline’s independent Directors also met in executive session four times during the fiscal year ended May 31, 2017. Directors are expected, although not required, to attend Skyline’s Annual Shareholders’ Meeting, and all Board meetings and meetings of the Committees of the Board on which they serve. In 2016, all of the Directors attended the Annual Meeting of the Shareholders.Skyline Champion’s NEOs.

The Board is actively engaged in overseeing and reviewing Skyline’sSkyline Champion’s strategic direction and objectives, taking into account (among other considerations) Skyline’sSkyline Champion’s risk profile and exposures. The Board conducts an annual in-depth

⬛  CORPORATE GOVERNANCE OVERVIEW

review of the business, which includes consideration of strategic, operational, competitive, financial, compliance, and other risk exposures. Skyline Champion currently separates the ChairmanBoard Chair and CEO functions, with each position held by a different individual. Skyline has at times operated with a combined Chairman and

8

CEO functions and at other times Skyline has separated those positions. 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 ChairmanBoard Chair can focus on corporate governance matters, as well as leadership development and succession planning. Mr. Firth serves as thenon-executive Chairman of the Board, and his considerable experience with other publicly-traded companies provides him with an excellent background to define the function and structure of the independent Directors. The primary focus of the independent Directors continues to be an independent assessment of the performance of the Company, along with a continuous discussion regarding succession planning. The Board interacts extensively with management in a continuous monitoring of risk factors, both internal and external, that are involved with the particular business of the Company. The independence of the Board, the extensive experience of the Board of Directors, and the sophistication of the individuals serving on the Board provide a high level of ability to address risk at all levels.matters.

Although the Board as a whole has responsibility for risk oversight, addressing risk-related issues as appropriate, three standing committees also oversee Skyline’sSkyline Champion’s risk profile and exposures relating to matters within the scope of each committee’s authority, and each reports to the Board about theirits deliberations. TheThese 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’sSkyline Champion’s major risk exposures (whether financial, operational, or otherwise), and the steps management has taken to monitor and control such exposures, and for evaluating management’s process to assess and manage Skyline’sSkyline Champion’s enterprise risk issues. The Compensation Committee considers the level of risk implied by Skyline’sSkyline 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 Directordirector succession and the composition of the Board, taking into account current best governance practices, and the principal policies that guide Skyline’sSkyline Champion’s governance. Each of thethese committees operates under a written charter to promote clarity in theirits responsibilities and accountability amongst theiramong its members. These committees work in a coordinated way to address recurring matters and respond to unanticipated events,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 theyoccasionally more frequently, as needed. Our Corporate Governance Guidelines are discussedposted in greater detail below.the Governance Documents section under the Governance tab on our website at www.skylinechampion.com.

In fiscal 2021, we made several corporate governance enhancements:

CODE OF CONDUCT

Skyline Champion’s 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 management. The Code of Conduct outlines the principles and policies governing our Company, and employees certify compliance annually. 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 Business Conduct and Ethics is posted in the Governance Documents section under the Governance tab on our website at www.skylinechampion.com.

CORPORATE GOVERNANCE OVERVIEW  ⬛

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 set forth below).

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 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 2021, 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 regarding transactions between the Principal Shareholders and the Company, see “Certain Relationships and Related Person Transactions” below.

⬛  CORPORATE GOVERNANCE OVERVIEW

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, each affiliated with one of Bain Capital Credit, LP (“Bain”), Centerbridge Partners, L.P. (“Centerbridge”), or MAK Capital (“MAK”) being 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 and Arthur J. Decio. Subsequently, the Company registered shares for its own account and for shares held by the Principal Shareholders and others. Bain and Centerbridge 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.

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.

CORPORATE GOVERNANCE OVERVIEW  ⬛

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; or (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 as of April 3, 2021. Each of the executive officers was appointed by the Board at the Board Meeting following the Annual Meeting of the Board held on July 29, 2020.

Mark Yost has served as Chief Executive Officer of Skyline Champion since June 1, 2019. Mr. Yost joined CHB in June 2013 as Chief Financial Officer and Executive Vice President. From November 2016 until his appointment as CEO he served as President. 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.

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 of General Manager 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.

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. and General Counsel and Vice President of Business Development for SPX Corporation, Test and Measurement. 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

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 Seven Core Operating Principles:

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 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 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 3, 2021, we employed 7,700 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 3, 2021, our manufacturing facilities in Canada employed approximately 900 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. We are operating under an extension and continue to negotiate for one agreement that otherwise would have expired in May 2021, and the remaining agreements are set to expire in June 2021, June 2022, November 2022, and November 2023.

CORPORATE SUSTAINABILITY  ⬛

⬛  CORPORATE SUSTAINABILITY

We are committed to conducting our business with integrity and in compliance with all applicable laws of the wishescities, 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.

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 banks, 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. We added an Environmental Health and Safety team member this year to benchmark and install best practices at our plants. 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 out on 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. The Company also offered extended benefits to employees, including increased sick pay and waived premium payments on healthcare benefits for furloughed employees.

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 9.1 in fiscal 2021. Below is a measure of our safety performance under those two metrics in fiscal 2021 as measured against our performance in fiscal 2020 and the industry. During fiscal 2021, some instances of employees contracting COVID-19 in the workplace were considered “OSHA Recordable.” If we adjust for COVID-19 illnesses, our incident rate declined again in fiscal 2021 to 8.7, which represents a decline of 18.7% since fiscal 2018. The chart shows fiscal 2021 statistics both with and without these OSHA Recordable instances of COVID in the workplace. The industry numbers are from calendar year 2019. The 2020 calendar year industry statistics will not be available until approximately November 2021.

CORPORATE SUSTAINABILITY  ⬛

⬛  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 2, 2022. 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 2021 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 2021 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 againreconsider 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 2021 Annual Meeting. They will have thean opportunity to participate inmake a non-binding advisory vote on the compensation of the Company’s Named Executive Officers.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  ⬛

9

CommitteesAUDIT COMMITTEE REPORT

Information about Committee meetings is as follows:

The Audit Committee consistsreports to and acts on behalf of Messrs. Firth, Hammes, Link, Rosenthal,Skyline Champion’s Board of Directors by providing oversight of the integrity of the Company’s financial statements and Thompson. Messrs. Hammesinternal controls, the Company’s independent and Link will step down frominternal auditors, and the Audit Committee upon the expiration of their terms as directors at the Annual Meeting.Company’s compliance with legal and regulatory requirements. The Audit Committee met five times during the fiscal year ended May 31, 2017. Every member of the Audit Committee was present at all the meetings, except one committee member missed one Committee meeting. The Committee meets with the accounting firm which conducts the annual audit of Skyline’s financial statements, reviews auditors’ recommendations, reviews the independence of Skyline’s auditors and considers the range of audit and non-audit fees. It also meets with the internal audit staff and Chief Financial Officer, reviews the scope and adequacy of Skyline’s internal auditing program, and reports its findings to the Board with any recommendations it considers appropriate. Skyline’s Board has adoptedoperates under a written charter foradopted by the Audit CommitteeBoard, which is posted to Skyline’s websitereviewed annually and is available under the “Corporate Governance” link at www.skylinecorp.com and available in paper form upon request to Skyline’s Secretary.www.skylinechampion.com. The members of the Audit Committee are all “independent” as defined insatisfy the applicable listing standards. Messrs. Firth, Hammes, Rosenthal,independence and Link are all “Audit Committee Financial Experts.”

The Nominating and Governance Committee consists of Messrs. Thompson, Firth, Hammes, Rosenthal, and Link, all of whom are independent. Messrs. Hammes and Link will step down from the Nominating and Governance Committee upon the expiration of their terms as directors at the Annual Meeting. The Nominating and Governance Committee met two times during the fiscal year ended May 31, 2017. Every memberfinancial literacy requirements of the Nominating and Governance Committee was present at all the meetings. The Nominating and Governance Committee identifies individuals qualified to become members of the Board, and recommends that the Board nominates such individuals for election to the Board at the next Annual Meeting of Shareholders. The Nominating and Governance Committee also develops and reviews Skyline’s corporate governance guidelines and makes recommendations to the Board regarding the guidelines. The Nominating and Governance Committee believes that candidates for directors should meet certain minimum qualifications including being of the highest ethical character and sharing the values of Skyline as reflected in Skyline’s Code of Business Conduct and Ethics, having reputations both personally and professionally consistent with the image and reputation of Skyline, and being highly accomplished in their respective fields with superior credentials and recognition and having relevant experience and expertise. In selecting candidates, the Nominating and Governance Committee and Board take diversity into account, seeking to ensure a representation of varied perspectives and experience, although Skyline’s nomination policy does not prescribe specific standards for diversity. The Nominating and Governance Committee retains the right to modify these qualifications.

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Shareholders may provide the Nominating and Governance Committee information on director candidates for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee will consider shareholder recommendations of candidates when the recommendations are properly submitted. To be considered, any such shareholder recommendation must be submitted as set forth under the section of this Proxy Statement below entitled “Shareholder Proposals,” and must comply with the notice, information, and consent provisions set forth in the Company’s Bylaws. Shareholder nominees will be evaluated under several criteria, including: (i) the satisfaction of applicable “independence” and eligibility requirements, such as those required of members of the Audit CommitteeNYSE and the Compensation Committee; (ii) the person’s professional experiences, including achievements, and whether those experiences and achievements would be useful to the Board, given its existing composition, in discharging its responsibilities; (iii) the person’s subject matter expertise, i.e., finance, accounting, legal, management, technology, strategic visioning, marketing, and the desirability of that particular expertise given the existing composition of the Board; (iv) the viewpoint, background, and demographics of the person and whether the person would positively contribute to the overall diversity of the Board; (v) the person’s professional ethics, integrity, and values; (vi) the person’s intelligence and ability to make independent analytical inquiries; (vii) the person’s stated willingness and ability to devote adequate time to Board activities, including attending meetings and development sessions and adequately preparing for those activities; (viii) the person’s service on more than three public company boards, excluding the Board, unless the Nominating and Governance Committee concludes, based upon a review of all of the facts and circumstances, that such service on more than three other public company boards would not impair the ability of the proposed candidate/nominee to discharge his or her responsibilities as a member of the Board, and, provided further, the proposed candidate/nominee does not serve on more than five other public company boards; (ix) the person’s principal business responsibilities; (x) whether the person would be able to serve on the Board for an extended period of time; (xi) whether the person has, or potentially could have, a conflict of interest which would affect the person’s ability to serve on the Board or to participate in decisions that are material to the Company; and (xii) whether and to what extent the person has an ownership interest in the Company. The Nominating and Governance Committee retains absolute discretion and independence in determining whether to recommend a candidate. Skyline has a written charterSEC.

Management is responsible for the Nominatingpreparation, presentation and Governance Committee which is posted to Skyline’s website at www.skylinecorp.com and available in paper form upon request to Skyline’s Secretary.

The amended and restated by-laws of the Company (the “By-Laws”) contain provisions requiring shareholders to provide advance notice to the Company of shareholder proposals and other business to be considered at shareholders’ meetings (Section 11 of Article III of the By-Laws), advance notice of shareholder nominations for director elections at annual

11

shareholders’ meetings (Section 12 of Article III of the By-Laws), as well as the information required to be submitted by shareholders in connection with any shareholder proposal or director nomination, and delineating the director qualifications that the Nominating and Governance Committee of the Board must consider in assessing whether any proposed director nominee should be considered for membership on the Board (Section 12(b) of Article III of the By-Laws).

The Compensation Committee consists of Messrs. Firth, Hammes, Link, Rosenthal, and Thompson. Messrs. Hammes and Link will step down from the Compensation Committee upon the expiration of their terms as directors at the Annual Meeting. The Compensation Committee met two times during the fiscal year ended May 31, 2017. Every member of the Compensation Committee was present at all the meetings, except one committee member missed one Committee meeting. The functions of the Compensation Committee are to discharge the Board’s responsibilities relating to compensation of Skyline’s executives, review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate Chief Executive Officer performance in light of these goals and objectives and set the Chief Executive Officer’s compensation level based on this evaluation, and to make recommendations to the Board regarding incentive compensation plans, equity based plans and to undertake any similar functions.

In fiscal 2017, the Compensation Committee retained an outside consultant, Korn Ferry Hay Group (“KFHG”), to assist the committee in reviewing and evaluating certain aspectsintegrity of the Company’s executive compensation programs. The services for fiscal 2017 provided by KFHG focused on the development of the Company’s peer group, a review of the Company’s fiscal 2017 cash incentive plan, and a review of short-term and long-term incentive plan designs and prospective grant modeling. The fees paid to KFHG for those services were approved solely by the Compensation Committee. During fiscal 2017, KFHG did not provide any additional services to the Company or the Company’s affiliates other than the executive compensation consulting services to the Compensation Committee described herein. In accordance with the rules of the SEC and NYSE American LLC stock exchange, the Compensation Committee has considered the independence of KFHG pursuant to, and based on the factors set forth in, such rules, including the following factors: (i) other services provided to the Company by KFHG; (ii) fees paid as a percentage of KFHG’s total revenue; (iii) policies and procedures maintained by KFHG that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the individual consultants involved in the engagement and any member of the Compensation Committee; (v) any Company stock owned by individual consultants involved in the engagement; and (vi) any business or personal relationships between our executive officers and KFHG or the individual consultants involved in the engagement. The Compensation Committee has concluded that no conflict of interest exists that would prevent KFHG from serving as an independent consultant to the committee.

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When setting executive officer compensation for fiscal 2017, the Compensation Committee considered recommendations from KFHGfinancial statements and the Company’s management. The executive officers for whom compensation recommendations and proposals were discussed were not present during those discussions withestablishment of effective internal controls over financial reporting. EY, the committee. When setting the fiscal 2017 compensation for the Company’s Chief Executive Officer, the Chief Executive Officer was not present during the discussions. The Compensation Committee retains the discretion to accept, adjust, or reject any recommendations and proposals concerning executive officer compensation.

Skyline has a written charter for the Compensation Committee which is posted to Skyline’s website at www.skylinecorp.com and available in paper form upon request to Skyline’s Secretary. The members of the Compensation Committee are all independent as defined in the applicable listing standards.

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Report of the Audit Committee

The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.

The Audit Committee of Skyline’s Board of Directors has reviewed and discussed Skyline’s audited financial statements with management; has discussed with Skyline’s independent registered public accounting firm, Crowe Horwath LLP,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 six (6) times in fiscal 2021 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 Auditing Standard No. 16, Communications with Audit Committees, PCAOB Release No. 2012-004 (August 15, 2012) (AS No. 16); has received from the auditors disclosures regarding the auditors’ independence as required by the applicable requirements of PCAOB and the Public Company Accounting Oversight BoardSEC.

Management represented to the Audit Committee that the Company’s fiscal 2021 consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee reviewed and discussed the fiscal 2021 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 accountant’sauditor’s communications with the audit committee concerningAudit Committee regarding independence, and the Audit Committee has discussed with EY the auditorsfirm’s independence. The Audit Committee concluded that EY is independent from the auditors’ independence;Company and has, basedmanagement.

In reliance on the reviewthese reviews and discussions, noted above,the Audit Committee recommended to Skyline’sthe Board of Directors that the audited consolidated financial statements be included in Skyline’sthe Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017April 3, 2021 for filing with the Securities and Exchange Commission. Skyline’s Board of Directors has adopted a formal charter for the Audit Committee setting forth its responsibilities. A current copy of the Audit Committee Charter is available on Skyline’s website at www.skylinecorp.com and available in paper form upon request to Skyline’s Secretary.SEC.

John W. Rosenthal, Sr., Chairman¹AUDIT COMMITTEE

Michael Berman, Chair

John C. Firth

Jerry HammesErin Mulligan Nelson

David T. LinkGary Robinette

Samuel S. Thompson

Audit Fees

The aggregate fees billed for professional services rendered for the audit of Skyline’s annual financial statements for the last two fiscal years ended May 31, 2016 and May 31, 2017 and the reviews of the financial statements included in Skyline’sForms 10-Q and all services that are normally provided by the accountants, Crowe Horwath LLP, in connection

⬛  AUDITOR FEES AND PRE-APPROVAL POLICY

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with statutory and regulatory filings or engagements for those fiscal years were $174,000 and $230,000 for the fiscal years ended May 31, 2016 and 2017, respectively.

Audit-Related FeesAUDITOR FEES AND PRE-APPROVAL POLICY

The aggregate fees billed by Crowe Horwath LLP for professional services during the last two fiscal years for assurance and related services that are reasonably related to the performance of the audit or review of Skyline’s financial statements, other than those reported as Audit Fees, were $18,000 and $11,000 for the fiscal years ended May 31, 2016 and 2017, respectively.

Tax Fees

The aggregate fees billed by Crowe Horwath LLP in each of the last two fiscal years for professional services rendered for tax compliance, tax advice, and tax planning were $32,000 and $19,000 for the fiscal years ended May 31, 2016 and 2017, respectively. The services were the review, assistance, preparation, and signing of Skyline’s consolidated Federal and State income tax returns.

All Other Fees

Crowe Horwath LLP did not bill Skyline for any services other than those addressed under the captions “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” for the fiscal years ended May 31, 2016 and 2017.

Pursuant to the Audit Committee’s preapproval policies and procedures under17 CFR 210.2-01(c)(7)(i), all audit engagements received explicit approval by the Audit Committee after the Audit Committee received an adequate description of the proposed engagement.

The percentage of the services addressed under the captions “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” that were preapproved by the Audit Committee pursuant to17 CFR 210.2-01(c)(7)(i) is 100%.

Code of Business Conduct and Ethics

Skyline has Codes of Business Conduct and Ethics which apply to all employees, officers, and directors. The ethics policy is posted to Skyline’s website at www.skylinecorp.com and is available in paper form upon request to the Skyline Secretary.

NYSE American Corporate Governance Listing Standards

On September 26, 2016, the Annual Written Affirmation provided for in the NYSE American LLC (formerly known as the NYSE MKT LLC) Company Guide was filed by Skyline’s Chief Executive Officer with NYSE American LLC. The foregoing certification was unqualified.

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SECURITY OWNERSHIP OF MANAGEMENTAUDITOR FEES AND SERVICES

The following table sets forth the aggregate fees billed to Skyline Champion by EY for professional services rendered for fiscal years 2021 and 2020:

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 of July 31, 2017, informationto 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 beneficial ownershipcompensation 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 Securities Exchange Act of 1934. 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 26 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 40 through 43.

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 2022.

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 2021 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 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 30. For fiscal 2021, the Compensation Committee’s review was initiated just before the onset of the COVID-19 pandemic. With the uncertainty surrounding the impact of COVID-19, the Compensation Committee determined it was appropriate to not make any adjustment to our NEO’s salaries, short-term, or long-term compensation for fiscal 2021.

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 officers’ 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 2021. The Compensation Committee utilized the services of LB&Co. during fiscal 2020 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 2021 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 equity program and by providing general compensation advice.

COMPENSATION RISK ASSESSMENT

During fiscal 2021, 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 2020 annual shareholders meeting, our shareholders approved our executive compensation program, with approximately 96.4% 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. The Compensation Committee continues to monitor shareholder feedback and support of the Company’s compensation practices actively.

COMPENSATION DISCUSSION AND ANALYSIS  ⬛

PEER GROUP

As with fiscal 2020, the Compensation Committee reviewed market compensation data provided by its independent consultant to determine whether the fiscal 2021 compensation opportunities of the NEOs were appropriate and competitive.

The Compensation Committee reviewed the Company’s peer group from fiscal 2020 and replaced three companies previously designated as peers because each 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.

The Company replaced the previously designated peers with more appropriate peer companies based on an analysis by LB&Co. and the Compensation Committee’s independent judgment. The company’s peers now 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 whom we compete for talent, and it also 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 competitive data 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. 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 2021.

This section describes these elements and details the amounts earned by our NEOs in fiscal 2021.

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 officer’s services. The Compensation Committee 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.

With the uncertainty surrounding the impact of COVID-19, the Compensation Committee determined it was appropriate to not make any adjustment to our NEO’s salaries, short-term, or long-term compensation for fiscal 2021.

ANNUAL INCENTIVE BONUS

We maintain an annual 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 sets robust performance targets for our annual incentive plan to drive the achievement of Skyline Common Stock byChampion’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 primary measures in calculating the Corporate Performance Achievement factor are performance against the Company’s plan EBITDA, which accounted for sixty-five percent (65%) of the annual incentive bonus in fiscal 2021, and a metric to focus management on achieving improved market share within the single family home market, which accounted for the remaining thirty-five percent (35%). The participants in the Bonus Plan can earn a multiplier of between zero percent (0%) and two hundred percent (200%) of the annual incentive target, depending on the level of achievement of these two metrics.

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 goals have been satisfied. A full discussion of the annual incentive bonus performance metrics is included in the below chart on page 32.

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. This percentage differs among our NEOs depending on their level of responsibility and, like other compensation metrics, was not adjusted from fiscal 2020. The percentage for our NEOs is set forth below for fiscal 2021.

The following table reflects the annual incentive targets, performance achievement and bonus earned for each of our current DirectorsNEOs for fiscal 2021.

⬛  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

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 2021, just as in fiscal 2020, we granted each of our NEOs three types of long-term equity awards.

COMPENSATION DISCUSSION AND ANALYSIS  ⬛

Following the Exchange, 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 2021 and 2020 were made pursuant to the Equity Incentive Plan.

In determining the number of options, PSUs, and RSUs to award, the Compensation Committee considered the NEO’s role at the Company, the NEO’s employment agreement, if any, benchmarking data, our recent financial performance, the performance of our common stock, the fair market value, the expense and the three nominees for election as Directors, our Named Executive Officers for fiscal year 2017,dilutive effect of any potential awards, succession planning, and allthe importance of our current executive officersretaining the officer’s services. The Compensation Committee also solicited the advice of its independent compensation consultant and Directors as a group, based onthe opinion of the Company’s records and data supplied by each of the Directors and Named Executive Officers. The percentage of beneficial ownership set forth below is based upon 8,391,244 shares of Common Stock issued and outstanding as of the close of business on July 31, 2017. Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Skyline Corporation, 2520 By-Pass Road, P.O. Box 743, Elkhart, Indiana 46515. Each person set forth in the table below has sole voting and investment powerCEO except with respect to the awards to the CEO. The CEO generally gives 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.

Stock Options

Each stock option represents the right to purchase one share of our common stock at the exercise price, or “strike” price. Except in the case of certain incentive stock options which were not granted in fiscal 2021, the Equity Incentive Plan requires that the strike price of a stock option be no less than 100% of the closing price of a share of the Company’s common stock as reported on the NYSE on the date of the stock option grant. However, the Equity Incentive Plan also permits the Compensation Committee to choose a higher strike price. The Compensation Committee granted stock options to the NEOs on January 4, 2021 using a Volume Weighted Average Price (“VWAP”) based on the trailing 30 days of trading activity, which resulted in a strike price above the value of the common stock on the grant date.

Subject to continued employment by or service to the Company on each vesting date, our option awards generally vest in equal annual installments on each of the first three anniversaries of the vesting commencement date. The awards expire on the tenth anniversary of the grant date. 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 if the NEO resigns employment for “good reason” (as defined in the option award agreement), then the next one-third of shares listed, unless otherwise indicated.

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SECURITY OWNERSHIP OF CERTAIN OTHER BENEFICIAL OWNERSsubject to the stock option that would have vested had such NEO remained employed or in service shall vest upon such termination of employment or service. Further, the unvested portion of the stock option shall vest in full upon the NEO’s termination of employment or service due to death or disability (“disability” being defined in the Equity Incentive Plan).

The following table sets forth, as of July 31, 2017, information relating to the beneficial ownership of Skyline Common Stock by each person, entity, or “group” as indicated known to Skyline to beneficially own at least 5% of Skyline’s Common Stock. InformationNEO’s stock option award agreement also incorporates provisions with respect to beneficial ownersperpetual confidentiality, as well as non-competition and non-solicitation provisions that apply during employment and for eighteen (18) months following the NEO’s termination of more than 5%employment for NEOs with employment agreements, and twelve (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 outstanding Common Stockstock option award, or action taken under the company’s Compensation Recoupment Policy.

We believe that granting stock options supports our pay-for-performance philosophy by aligning management and shareholder interests. That is, based on filings those persons have made withour executives only realize gains to the SEC.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requiresstrike price, thereby tying compensation that can be realized to stock price appreciation. In addition to promoting alignment of management and shareholder interests, the Company’s officers, Directors,three-year vesting schedule and shareholders who beneficially own more than 10%ten-year exercise term of our options ensures that our executives are appropriately focused on Skyline Champion’s long-term strategic goals. This vesting schedule also operates as a retention tool.

Performance Stock Units

PSUs vest in a cliff at the conclusion of a three-year performance period on the basis of the Company’s Common Stock,achievement of total shareholder return relative to file reportsselect peer group companies. Depending on the level of ownershipachievement, PSUs represent the right to receive between 0% and changes150% of a targeted number of shares of our common stock. For PSUs granted in ownership on Forms 3, 4, and 5 withfiscal 2021, the SEC. Officers, Directors, and greater than 10% shareholders are required byCompensation Committee used relative total shareholder return as the SEC to furnish the Company with copies of all Forms 3, 4, and 5 that they file. Based solely on Skyline’s review of the copies of the forms it has received and representations from certain reporting persons that they were not required to file a Form 5 for certain fiscal years, Skyline is not aware of any transactions in Skyline securities that were not timely reported as required by Section 16(a) of the Exchange Act during the fiscal year ended May 31, 2017.

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EXECUTIVE COMPENSATION

Summary Compensation Table

for fiscal years ended May 31, 2017 and 2016

The following table provides information about all compensation awarded to, earned by, or paid toPSU performance measure. For these grants, performance will be measured using the Company’s Chief Executive Officer and the two most highly compensated executive officers other than the Chief Executive Officer whose total compensationpercentile ranking within a performance peer group as included in Exhibit 10.10 to Skyline Champion’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017 exceeded $100,000 (theseApril 3, 2021.

⬛  COMPENSATION DISCUSSION AND ANALYSIS

The funding 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 2021 will vest, if at all, at the end of the three-year performance period concluding on January 4, 2024. The PSUs will also vest upon a change in control (as such term is defined in the PSU award agreement) 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 if the 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 forfeited and cancelled for no consideration.

The 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 eighteen (18) months following the NEO’s termination of employment for NEOs with employment agreements, and twelve (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.

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 relative total shareholder return 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.

Restricted Stock Units

The Company granted RSUs to the NEOs on January 4, 2021 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 individualsanniversaries 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 referredonly earned if the individual continues to be employed by or otherwise provides service to the Company through the applicable vesting dates of the awards. Delivery of the shares underlying the vested RSUs will occur upon the earlier of the third anniversary of the grant date or 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 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

COMPENSATION DISCUSSION AND ANALYSIS  ⬛

employed or in service shall vest upon such termination of employment or service. Further, the unvested RSUs subject to the award shall vest upon the NEO’s termination of employment or service due to death or disability (“disability” being defined in the Equity Incentive Plan), with delivery on the earlier of the third anniversary of the grant date or the one year anniversary of such termination.

The 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 eighteen (18) months following the NEO’s termination of employment for NEOs with employment agreements, and twelve (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.

Fiscal 2021 Long-Term Equity Awards

In fiscal 2021, as described above and noted below, the Compensation Committee approved the grant of stock option, PSU, and RSU awards to our NEOs as part of our annual long-term equity award process, in the same amounts as those awarded in fiscal 2020.

⬛  COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION MIX

As our executives assume more responsibility, we generally increase the percentage of their compensation that is 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 both 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 continuing NEOs was allocated between fixed and variable compensation for fiscal 2021, as well as the “Namedbreakdown 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 and Spence have employment agreements with the Company. The employment agreements of Ms. Hough and Messrs. Spence and Yost 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 Skyline Champion employees generally. These benefits are intended to be part of a competitive compensation package.

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. Pursuant to a Company approved amendment to the 401(k) Plan during fiscal 2019, the Company provides matching contributions in respect of a portion of the participant’s elective deferrals under the 401(k) Plan.

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 Officers”) duringif 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 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 3, 2021, our CEO, CFO and all of our Section 16 Officers and Non-employee Directors were in compliance with the plan’s holding requirements.

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 yearsyear ended May 31, 2017 and May 31, 2016.April 3, 2021.

THE COMPENSATION COMMITTEE

Timothy Bernlohr

Eddie Capel, Chair

Michael Kaufman

Gary Robinette

⬛  COMPENSATION TABLES

COMPENSATION TABLES

SUMMARY COMPENSATION TABLE FOR FISCAL 2021

The table below shows the compensation paid to or earned by our NEOs in fiscal 2021, 2020, and 2019