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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION


PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
(Rule 14a-101)
SECURITIES EXCHANGE ACT OF 1934

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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

Filed by the Registrant 

Filed by a Party other than the Registrant  

Check the appropriate box:

 o
Preliminary Proxy Statement
 o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
 o
Definitive Additional Materials
 o
Soliciting Material Under Rule 14a-12
Pursuant to §240.14a-12

CENTURY COMMUNITIES, INC.
Century Communities, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

 o
Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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CENTURY COMMUNITIES, INC.
8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

(303) 770-8300

FROM OUR CHAIRMAN OF THE BOARD AND CO-CHIEF EXECUTIVE OFFICERS

March 28, 201827, 2024

Dear Stockholder:Fellow Stockholders:

You

We are cordially invitedextremely pleased with the performance and resilience demonstrated by the Century Communities team throughout 2023, which was a difficult yet rewarding year for our Company. The year began with home buyers sitting on the sidelines still trying to attendadjust to the 2018rapidly rising mortgage rates that began in the second half of 2022 and continued into 2023. As interest rates began to stabilize, homebuyers returned to the market, highlighting the strong underlying demand for new homes driven by positive demographics and lack of existing home inventory.

As demand for new homes improved, we quickly increased the number of homes under production, ramped up our land acquisition efforts and focused incentives to monetize homes with near term deliveries. As the result of these initiatives, we saw our deliveries and profitability improve in the second half of 2023 over levels in the first half of the year, with fourth quarter 2023 deliveries rising to the highest quarterly level in our history.

Our goal as a Company is to provide our homebuyer with A Home for Every Dream® and we accomplish this by offering our customers some of the most affordable homes in our industry. Our focus on this goal enabled us to overcome the challenges encountered in 2023. As a result, we achieved our 21st consecutive year of profitability and ended the year with the strongest balance sheet, lowest leverage and highest share price of any year end in our entire history.

Together with the Board of Directors and the management team at Century Communities, we are pleased to invite you to our 2024 Annual Meeting of Stockholders, of Century Communities, Inc., a Delaware corporation, towhich will be held at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237, at 1:00 p.m. local time, on Wednesday, May 9, 2018.8, 2024.

At the Annual Meeting, youstockholders will be asked to consider and vote upon the following proposals: (1) to elect fiveseven directors to serve for the ensuing year as members of the Board of Directors of Century; (2) to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;2024; (3) to approve, on an advisory basis, our executive compensation; (4) to approve, on an advisory basis, the frequency of future advisory votes on executive compensation; and (5) to transact such other business as may properly come before the Annual Meeting or at any continuation, postponement, or adjournment thereof. The accompanying Notice of 20182024 Annual Meeting of Stockholders and Proxy Statementproxy statement describe these matters in more detail. We urge you to read this information carefully.

The Board of Directors recommends a vote: FOR each of the fiveseven nominees for director named in the Proxy Statement, proxy statement; for a frequency of every ONE YEAR for future advisory votes on executive compensation; and FOR the approval of the other proposals being submitted to a vote of stockholders and for a frequencystockholders.

Voting your shares of EVERY YEAR for future advisory votes on executive compensation.

Whether or not youCentury common stock is easily achieved without the need to attend the Annual Meeting in person, and regardlessperson. Regardless of the number of shares of Century common stock that you own, it is important that your shares be represented and voted at the Annual Meeting. Therefore, Iwe urge you to vote your shares of Century common stock via the Internet, by telephone, or by promptly marking, dating, signing, and returning the proxy card. Voting over the Internet, by telephone, or by written proxy will ensure that your shares are represented at the Annual Meeting.


 

On behalf of the Board of Directors, and management of Century, we thank you for your participation, investment and continued support.

Sincerely,

Sincerely,

Robert J. Francescon 

Co-Chief Executive Officer and President

Dale Francescon

Chairman of the Board and
Co-Chief Executive Officer

You can help us make a difference by eliminating paper proxy materials. With your consent, we will provide all future proxy materials electronically. Instructions for consenting to electronic delivery can be found on your proxy card or at www.proxyvote.com. Your consent to receive stockholder materials electronically will remain in effect until canceled.

Century Communities, Inc. – 2024 Proxy Statement2


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CENTURY COMMUNITIES, INC.
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111

NOTICE OF 20182024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 2018

The 20182024 Annual Meeting of Stockholders of Century Communities, Inc., a Delaware corporation, will be held on Wednesday, May 9, 20188, 2024, at 1:00 p.m. local time at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237, for the following purposes:

1.To elect fiveseven directors to serve as members of the Board of Directors of Century until the next annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees named in the Proxy Statementproxy statement for election to the Board of Directors are: Dale Francescon, Robert J. Francescon, Patricia L. Arvielo, John P. Box, Keith R. Guericke, and James M. Lippman;Lippman, and Elisa Zúñiga Ramírez;

2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018;2024;

3.To approve, on an advisory basis, our executive compensation;

4.To approve, on an advisory basis, the frequency of future advisory votes on executive compensation; and

5.To transact such other business as may properly come before the Annual Meeting or at any continuation, postponement, or adjournment thereof.

The Proxy Statementproxy statement accompanying this Notice describes each of these items of business in detail. Only holders of record of our common stock at the close of business on March 15, 201811, 2024 are entitled to notice of, to attend, and to vote at the Annual Meeting or any continuation, postponement, or adjournment thereof. A list of such stockholders will be available for inspection, for any purpose germane to the Annual Meeting, at our principal executive offices during regular business hours for a period of no less than 10 days prior to the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting in person.

To ensure your representation at the Annual Meeting, you are urged to vote your shares of Century common stock via the Internet, by telephone, or by promptly marking, dating, signing, and returning the proxy card. If your shares of Century common stock are held by a bank, broker, or other agent, please follow the instructions from your bank, broker, or other agent to have your shares voted.

BY ORDER OF THE BOARD OF DIRECTORS


David L. Messenger

Dale Francescon 

Chief Financial OfficerChairman of the Board and SecretaryCo-Chief Executive Officer

Greenwood Village, Colorado
March 28, 2018

March 27, 2024

Century Communities, Inc. – 2024 Proxy Statement3


 












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Century Communities, Inc. – 2024 Proxy Statement4


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TABLE OF CONTENTS

PROXY STATEMENT SUMMARY
Page
6
OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRINCIPLES
14
16
33
35
41

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Page
44
47
49
64
65
83
86
87
92
98
101
Stockholder Proposals and Director Nominations for 2019 Annual Meeting

References in this proxy statement to:

“Century,” “we,” “us,” “our,” or the “Company” refer to Century Communities, Inc.;

“Board” refer to the Board of Directors of Century;

“Annual Meeting” or “meeting” refer to our 2024 Annual Meeting of Stockholders; and

“2023 Annual Report” or “2023 Annual Report to Stockholders” refer to our Annual Report to Stockholders for 2023, including our Annual Report on Form 10-K for the year ended December 31, 2023, being made available together with this proxy statement.

Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.

™ and ® denote trademarks and registered trademarks of Century Communities, Inc. or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this proxy statement are the property of their respective owners.

Century Communities, Inc. – 2024 Proxy Statement5

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CENTURY COMMUNITIES, INC.
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
(303) 770-8300

PROXY STATEMENT
FOR SUMMARY

This executive summary provides an overview of the information included in this proxy statement.  We recommend that you review the entire proxy statement and our 2023 Annual Report to Stockholders before voting.

2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 2018

DATE AND TIME

Wednesday, May 8, 2024

1:00 p.m. (Mountain Time)

LOCATION

Hyatt Regency

Denver Tech Center

7800 East Tufts Avenue

Denver, CO 80237

RECORD DATE

Holders of record of our common stock at the close of business on March 11, 2024 are entitled to notice of, to attend, and to vote at the 2024 Annual Meeting of Stockholders or any continuation, postponement, or adjournment thereof.

VOTING ITEMS

ProposalBoard’s Vote
Recommendation
Page

Proposal No. 1:

Election of directors

FOR35

Proposal No. 2:

Ratification of appointment of independent registered public accounting firm

FOR41

Proposal No. 3:

Advisory vote on executive compensation

FOR44

Proposal No. 4:

Advisory vote on frequency of future advisory votes on executive compensation

ONE YEAR47

___________________

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on Wednesday, May 8, 2024

This proxy statement and our 2023 Annual Report of Stockholders are available on the Internet, free of charge, at www.proxyvote.com commencing on or about March 27, 2024. On this website, you will be able to access this proxy statement, our 2023 Annual Report, and any amendments or supplements to these materials that are required to be furnished to stockholders. We encourage you to access and review all of the important information contained in the proxy materials before voting. We will mail paper copies of these materials, together with a proxy card, within three business days of a request properly made by a stockholder entitled to vote at the 2024 Annual Meeting of Stockholders.

Century Communities, Inc. – 2024 Proxy Statement6


GENERAL INFORMATION


WHO WE ARE

Century Communities, Inc. is a leading national U.S. homebuilder. We are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 18 states across the United States. We market and sell homes under both the Century Communities and Century Complete brands. As of December 31, 2023, we operated in the 18 states and over 45 markets depicted below. We also offer title, insurance, and lending services in select markets.

Since 2018, positive macro-economic conditions, along with our operating efficiencies, business strategy and geographic expansion through the acquisition of other homebuilders and organic entrances into new markets has resulted in significant increases in home sale deliveries, total revenues, net income, and total stockholders’ equity.

Century Communities, Inc. – 2024 Proxy Statement7

 

2023 BUSINESS HIGHLIGHTS

Highlights of our achievements for 2023, include:

FINANCIAL

$3.6 billion

Home Sales Revenues

Achieved $3.6 billion in home sales revenues, exceeding our guidance for the year 

22.4 percent

Net Homebuilding Debt to Net Capital*

Net homebuilding debt to net capital decreased to 22.4% as of December 31, 2023, our lowest year end level in our history as a public company

$91.14 share

Stock Price per Share

Stock price per share increased by over 82% on a year-over-year basis to a year end record of $91.14 as of December 31, 2023

$75.12 share

Book Value per Share

Book value per share increased by 11% on a year-over-year basis to a record of $75.12 as of December 31, 2023

$0.92 share

Cash Dividend

Increased quarterly cash dividend to $0.23 per share in March 2023 from $0.20 per share, a 15% increase, to a total of $0.92 per share for the year ended December 31, 2023 

OPERATIONAL

251

Selling Communities

Year-end selling communities of 251 increased 21% year-over-year 

9,568

Home Deliveries

Delivered 9,568 homes, exceeding guidance as we continued to benefit from improved cycle times and increased levels of home starts 

73,720

Lots Owned

We have continued to strategically manage our lot pipeline, resulting in 73,720 lots owned and controlled at December 31, 2023, a 38.8% increase as compared to December 31, 2022 

92%

Entry-Level Homes

Of the 9,568 homes delivered during 2023, approximately 92% of our deliveries were made to entry-level homebuyers that were below Federal Housing Administration-insured mortgage limits 

STRATEGIC

Properly Incentivized Homes with Near-Term Completions to Turn Inventories

Given the volatility of interest rates in 2023, we prioritized our sales efforts on properly incentivizing homes with near-term completions to turn inventories 

Increased Spec Builds

99% of total home deliveries were spec builds compared to 96% of total deliveries in 2022 

Continued Focus on Entry Level and Move-in-Ready/Spec Home Construction

Our focus on spec homes allowed us to more easily monetize land, produce homes more efficiently and turn inventories more quickly, while allowing buyers to purchase quick-move-in homes and lock in mortgage rates 

*See Appendix A for a reconciliation of non-GAAP financial measures to most comparable measures under U.S. GAAP.

Century Communities, Inc. – 2024 Proxy Statement8

 

CORPORATE GOVERNANCE HIGHLIGHTS

Annual election of all directorsAnnual say-on-pay vote
Majority vote standard for uncontested director elections, with a director resignation policyMeaningful stock ownership and retention requirements
Over 70% of directors are independentHedging, pledging, and stock option repricing prohibitions
Recent Board refreshment effortsDouble trigger change in control arrangements
Emphasis on gender and racial/ethnic diversity in Board refreshment effortsClawback policy
Independent presiding directorNo poison pill
Board oversight of cybersecurity, ESG and other risksSingle class of stock
Robust Board and committee evaluationsUpdated insider trading policy

STOCKHOLDER ENGAGEMENT

We are committed to a robust and proactive stockholder engagement program. The Board of Directors values the perspectives of Century Communities, Inc.our stockholders, and feedback from stockholders on our business, corporate governance, executive compensation, and sustainability practices are important considerations for Board discussions throughout the year.

During 2023, our executives held approximately 200 meetings with stockholders. Stockholder feedback is using this Proxy Statementthoughtfully considered and has led to solicit your proxymodifications in our executive compensation program, governance practices and disclosures. Some of the actions we have taken in response to feedback over the last several years are described below.

What We Heard:What We Did:
Increase stockholder influence over director elections.We adopted a majority vote standard for uncontested director elections, with a director resignation policy, instead of a plurality vote standard.
Increase Board gender diversity.We added Elisa Zúñiga Ramírez and Patricia L. Arvielo to the Board of Directors in 2023 and 2021, respectively, and remain committed to including female candidates in our initial list of director candidates in future searches.  
Increase Board racial/ethnic diversity.We considered racial/ethnic diversity in our recent searches for new directors and remain committed to including racially/ethnically diverse candidates in our initial list of director candidates in future searches. Elisa Zúñiga Ramírez and Patricia L. Arvielo are both Hispanic.
Align the interest of directors and executive officers with those of stockholders.

We adopted stock ownership and retention guidelines applicable to our directors and executives to ensure that their interests would be closely aligned with those of our stockholders. All of our directors and executives are in compliance with our stock ownership guidelines. We also adopted an anti-hedging/pledging policy.

Century Communities, Inc. – 2024 Proxy Statement9

 

What We Heard:What We Did:

Dale Francescon and Robert J. Francescon beneficially own 6.1% and 5.2%, respectively, of our outstanding common stock, and together beneficially own 11.3% of our outstanding common stock.

Emphasize long-term incentives.Our long-term incentive (LTI) program provides for significant LTI opportunities for our executives, which for 2023 constituted 53% of our Co-Chief Executive Officer (Co-CEOs) target total direct compensation and 47% for our former Chief Financial Officer (CFO), and comprised of 100% performance share unit (PSU) awards, which have a three-year performance period and then a one-year holding period on the shares issued in settlement thereof.
Emphasize performance-based compensation elements.90% of our Co-CEO target compensation and 85% of our former CFO target compensation for 2023 is performance-based.
Increase disclosure on corporate governance and executive compensation.Each year, we have increased and improved our corporate governance and executive compensation disclosures, with an eye towards transparency and readability.  
Ensure the recovery of incentive compensation based on incorrect calculations resulting from a financial restatement.In 2023, we strengthened our clawback policy to provide for a mandatory clawback of incentive compensation paid to current and former executives under certain circumstances.

BOARD COMPOSITION AND KEY QUALIFICATIONS

The following describes the current diversity, age and tenure of our Board of Directors:

 

Century Communities, Inc. – 2024 Proxy Statement10


 

The following are some of the key qualifications, skills, and experiences of our Board of Directors:

Director

CEO/Senior Officer Experience

Financial/ 

Accounting/

Finance

Experience

Homebuilding/Real Estate Industry Experience

Sales/ 

Marketing

Experience

Corporate

Governance

ESG

Experience

Dale Francescon
Robert J. Francescon
Patricia L. Arvielo
John P. Box
Keith R. Guericke
James M. Lippman
Elisa Zúñiga Ramírez

The lack of a mark for usea particular item does not mean that the director does not possess that qualification, characteristic, skill, or experience. We look to each director to be knowledgeable in these areas; however, the mark indicates that the item is a particularly prominent qualification, characteristic, skill, or experience that the director brings to the Board.

BOARD NOMINEES

Below are the directors nominated for election by stockholders at the Annual Meeting for a one-year term. The Board of Directors recommends a vote “FOR” each of these nominees.

DirectorAge

Serving

Since

IndependentCommittees

Other Public

Boards

Dale Francescon(1)712013No(2)N/A0
Robert J. Francescon662013No(2)N/A0
Patricia L. Arvielo592021Yes
Audit, Compensation, Nominating and
Corporate Governance
0
John P. Box772014Yes
Audit, Compensation, Nominating and
Corporate Governance
0
Keith R. Guericke(1)752013Yes
Audit, Compensation, Nominating and
Corporate Governance
1
James M. Lippman662013Yes
Audit, Compensation, Nominating and
Corporate Governance
0
Elisa Zúñiga Ramírez552023YesAudit2

(1)Dale Francescon serves as Chairman of the Board of Directors. Because the Board endorses the concept of an independent, non-employee director being in a position of leadership, Keith R. Guericke serves as the presiding independent director.

(2)Dale Francescon and Robert J. Francescon are not independent because they serve as Century’s Co-Chief Executive Officers.

Century Communities, Inc. – 2024 Proxy Statement11

 

EXECUTIVE COMPENSATION BEST PRACTICES

Our compensation practices include many best practices that support our 2018executive compensation objectives and principles and benefit our stockholders.

What We DoWhat We Don’t Do
Structure our executive officer compensation so it is competitive and a significant portion of pay is at riskNo guaranteed salary increases
Emphasize long-term performance in our equity-based incentive awardsNo guaranteed bonuses
Use a mix of performance measures and caps on payoutsNo excessive perquisites
Require minimum vesting periods on equity awardsNo current payment of dividends on unvested awards
Require a double-trigger for equity acceleration upon a change of controlNo excise or other tax gross-ups
Have robust stock ownership guidelines and retention requirements for executive officersNo short sales or derivative transactions in Century stock, including hedges
Maintain a clawback policyNo pledging of Century securities
Hold an annual say-on-pay voteNo repricing of stock options

2023 EXECUTIVE COMPENSATION ACTIONS

For 2023, our only named executive officers were our Co-Chief Executive Officers and former Chief Financial Officer. Our CFO voluntarily resigned effective March 22, 2024. 2023 compensation actions and incentive plan outcomes based on performance are summarized below:

Pay Element2023 Actions
Base Salary●     No base salary increases for our Co-CEOs or former CFO occurred during 2023.
Short-Term Incentive

●     The threshold, target and maximum short-term incentive award opportunities for 2023 were the same as in 2022 and were 175%, 350% and 700% of base salary, respectively, for our Co-CEOs and 125%, 250% and 500% of base salary, respectively, for our former CFO.

●     Performance metrics were revenue (20%), EBITDA, as adjusted (60%), and closings (20%) for our Co-CEOs and former CFO.

●     Actual performance exceeded maximum for all three performance metrics.


Long-Term Incentives

●     The target long-term incentive award opportunities for 2023 were the same as in 2022 and were 500% of base salary for our Co-CEOs and 313% of base salary for our former CFO.

●     Our 2023 long-term incentive program consisted of 100% performance share unit awards, which may vest and be paid out in shares of our common stock dependent upon the achievement of a cumulative adjusted pre-tax income goal for the years 2023-2025. All net shares issued in settlement of these PSU awards are subject to a one-year mandatory holding period. 

Century Communities, Inc. – 2024 Proxy Statement12

 

Pay Element2023 Actions

●     Our 2021 PSU awards were paid out at the maximum payout level, based on our 2021-2023 cumulative adjusted pre-tax income.

Other Compensation Related Actions

●     Approximately 93% of votes cast at our 2023 Annual Meeting of Stockholders were in favor of our annual say-on-pay vote.

2025 ANNUAL MEETING OF STOCKHOLDERS

We anticipate that our 2025 Annual Meeting of Stockholders to be held on Wednesday, May 9, 2018, at 1:00 p.m. local time, at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237, or at any continuation, postponement or adjournment thereof. Directions to attend the Annual Meeting may be obtained by calling Investor Relations at (303) 268-8398. The Board is soliciting proxies to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting. Please note that references in this Proxy Statement to “Century,” “we,” “us,” “our,” or the “Company” refer to Century Communities, Inc., a Delaware corporation, references to the “Board” refer to the Board of Directors of Century, and references to the “Annual Meeting” refer to our 2018 Annual Meeting of Stockholders.

We have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending an Important Notice of Availability of Proxy Materials for the Annual Meeting (which we refer to as the “Internet Notice”) to most of our stockholders of record, and paper or electronic copies of the proxy materials to our remaining stockholders of record. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders will have the ability to access the proxy materials on the website referred to in the Internet Notice or request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Internet Notice and on the website referred to in the Internet Notice, including an option to request paper copies on an ongoing basis.

On or about March 28, 2018, we intend to make this Proxy Statement and our 2017 Annual Report to Stockholders, including our Annual Report on Form 10-K for the year ended December 31, 2017 (which we refer to as our “2017 Annual Report”), available on the Internet and to commence mailing of the Internet Notice to all stockholders entitled to vote at the Annual Meeting. We intend to mail this Proxy Statement and 2017 Annual Report, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of such request.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Wednesday, May 9, 2018

This Proxy Statement and our 2017 Annual Report are available on the Internet, free of charge, at www.proxyvote.com. On this website, you will be able to access this Proxy Statement, our 2017 Annual Report, and any amendments or supplements to these materials that are required to be furnished to stockholders. We encourage you to access and review all of the important information contained in the proxy materials before voting.

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GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

When and where will the Annual Meeting be held?

The Annual Meeting will be held on Wednesday, May 9, 2018, at 1:00 p.m. local time, at7, 2025. The following are important dates in connection with our 2025 Annual Meeting of Stockholders.

Stockholder ActionSubmission Deadline
Proposal Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934No later than November 12, 2024
Nomination of a Candidate Pursuant to our BylawsBetween January 8, 2025 and February 7, 2025
Proposal of Other Business for Consideration Pursuant to our BylawsBetween January 8, 2025 and February 7, 2025

Century Communities, Inc. – 2024 Proxy Statement13


 

OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRINCIPLES

ESG Approach AND MISSION

Century’s Board and management consider environmental sustainability, social responsibility and effective corporate governance throughout our business. Our ESG reporting is aligned with the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237.

What areSustainability Accounting Standards Board (SASB) industry-specific reporting standards as well as the purposesGlobal Reporting Initiative (GRI) sustainability reporting standards.

Our mission is to create thriving, enduring neighborhoods by building new homes with lasting livability. We believe our commitment to pursuing environmental, social and governance initiatives can be achieved in parallel with and in furtherance of the Annual Meeting?

interests of our homeowners as well as the long-term interests of our stockholders. The purposesintegration of sustainable business practices creates lasting results that benefit all our stakeholders, including our customers, employees, stockholders, investors, and the Annual Meetingcommunities in which we live and operate.

esg INITIATIVES

As a leading national home builder, we believe we can play an important role in building a sustainable future for our employees, our homeowners, our environment and the communities in which we live and build while we operate in an ethical, environmentally and socially responsible manner. Specific to our industry, we are to votefocused on the following items described in this Proxy Statement:opportunities related to climate change, sustainability and social responsibility:

Proposal No. 1
Election of Directors
Building affordably priced homes that allow homeowners to reduce their carbon footprint by utilizing smart home technology to reduce energy consumption and conserve water;
Proposal No. 2
RatificationSeeking to understand not only the carbon footprint of Appointment of Independent Registered Public Accounting Firm
the homes that we build, but also their embodied carbon footprint – the climate impact associated with the materials that go into our homes;
Proposal No. 3
Advisory Vote on Executive Compensation
Engaging our vendors to review product-specific manufacturer embodied carbon data and work towards an assessment of how our embodied carbon impact differs by vendor and floor plan;
Proposal No. 4
Advisory VoteCompleting a GHG inventory to better contextualize the trend in our environmental impact over time and evaluate our efforts to date in incorporating efficient and waste reducing practices into our homebuilding operations;
Maintaining our Task Force on Climate-related Financial Disclosures (TCFD)-aligned Climate Risk and Opportunities Assessment to assess both our updated physical and transition risks and opportunities as a company;
Developing land in a responsible manner and striving to minimize the environmental impact;
Giving back to the communities in which we operate through charitable contributions at the corporate level, the matching of employee donations, and the support of volunteer opportunities for our team members;
Complying with all relevant and applicable local, state and federal environmental laws, policies and regulations;
Maintaining work environments conducive to the health and safety of our employees, our trade partners, the public and our valued homeowners;
Creating a culture that fosters diversity, inclusivity, dignity and respect with equal employment opportunity hiring practices and policies with competitive benefit packages, which is reinforced by our employee trainings related to anti-harassment and anti-discrimination, annual training on the FrequencyCentury Code of Future Advisory Votes on Executive CompensationBusiness Conduct and Ethics, and commitment to pay equity; and

Century Communities, Inc. – 2024 Proxy Statement14


 

Ensuring Board oversight on ESG matters, including general compliance with laws, applicable laws, including SEC and those affecting ESG issues, as well as risk management and climate-related and sustainability risks.

Specific examples of environmentally sensitive products that we incorporate into many of our homes include:

ENERGY STAR® appliances;
ENERGY STAR® Certified smart thermostats;
100% low Volatile Organic Compound (VOC) paints;
Energy-efficient HVAC units with whole-home air purification systems;
Efficient LED lighting;
WaterSense® Certified kitchen and bathroom fixtures and low-flow toilets; and
Solar power, heat pumps and fully electric communities in select markets.


esg COMMITMENTS

ENVIRONMENTAL COMMITMENTS:We are committed to operating in an environmentally responsible manner to reduce our impact on climate change, conserve natural resources and operate in compliance with environmental regulations.

SOCIAL COMMITMENTS: We are committed to being a socially responsible employer by fostering an environment of diversity and inclusion across our business, operating ethically and supporting our local communities.

GOVERNANCE COMMITMENTS:We are committed to building a culture dedicated to ethical business behavior and responsible corporate activity. This extends to our business partners’ vendor agreements which share our commitment to employee health & safety, human rights, and environmental stewardship. We believe strong corporate governance through Board and management teams that are engaged on ESG topics is the foundation to delivering on our commitments.

esg DISCLOSURES

The Board of Directors believes environmental stewardship and social responsibility are important elements in driving long-term, organizational success. Century’s ESG initiatives and disclosures to the market include our ESG Reports published in 2021 and 2023, the Human Rights Policy Statement, our Commitment to Training and Professional Development, the Labor Rights Policy, our Commitment to Diversity and Inclusion and our Vendor Code of Conduct, as well as the “Investors-ESG” section of our website located at www.centurycommunities.com. In 2023 we further updated our Labor Rights Policy, our Commitment to Diversity and Inclusion and our Vendor Code of Conduct.

In our 2021 report, we published our first corporate greenhouse gas (GHG) emissions inventory for 2020. In our 2023 report we provided the results of our GHG emissions inventory for 2022, 2021, and 2019. In 2022, we also completed our first TCFD-aligned climate risk and opportunity assessment to provide more detailed insights on the risks and opportunities of a changing climate.

Century Communities, Inc. – 2024 Proxy Statement15


 

Are there

CORPORATE GOVERNANCE

Governance best PRACTICES

We maintain several corporate governance best practices, which are designed to promote actions that benefit our stockholders and create a framework for our decision-making.

Annual election of all directorsAll directors are elected annually for a one-year term.
Majority vote standard for uncontested director elections, with a director resignation policyWe have a majority voting standard for uncontested director elections, and directors who do not receive more votes “FOR” than “AGAINST” their election must offer to resign from the Board.
Two-thirds of our directors are independentFive of the seven directors on our Board are independent.  
Annual Board and committee evaluationsIt is our policy to conduct annual Board and committees performance self-evaluations.
Overboarding policyWe limit the number of public company boards on which our directors may serve.
No poison pillWe believe that not having a poison pill benefits our stockholders by not discouraging takeover attempts that may increase value for our stockholders.  
Board oversight of ESG initiativesWhile the Nominating and Corporate Governance Committee has been delegated oversight authority of our ESG initiatives, the Audit Committee is responsible for climate-related and sustainability risks.
Emphasis on gender and racial/ethnic diversity in Board refreshment effortsThe Board recently added two female directors to the Board, both whom are Hispanic.  
Robust stockholder outreach programEach year, our executives hold numerous meetings to seek stockholder input and strive to take actions that reflect the input received.
Annual say-on-pay voteOur Board recommended, and our stockholders voted in favor of, an annual advisory stockholder vote on executive compensation.
Officer and director stock ownership requirementsWe have robust stock ownership guidelines for our directors and officers that require maintenance of a specified level of ownership based on compensation.
Hedging and pledging prohibitionsWe prohibit certain employees, including our NEOs, from engaging in any hedging transactions, short sales, transactions in publicly traded options, such as puts, calls and other derivatives, or short-term trading.
Require a double trigger for cash severance and accelerated vesting of equity upon a change in controlThe double trigger feature incentivizes executives to accept or continue employment with Century in the event of a change in control event.
Clawback policy

In 2023, we strengthened our clawback policy to provide for a mandatory clawback of incentive compensation paid to current and former executives in the event of a financial restatement. 

Updated insider trading policyIn 2023, we updated our insider trading policy.
Single class of stockWe have a single class of stock, so our stockholders all have equal voting rights.

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role of The board

The Board of Directors is elected by the stockholders to oversee their interests in the long-term health, financial strength, and overall success of our business. The Board serves as the ultimate decision-making body of our Company, except for those matters reserved for or shared with our stockholders. The Board oversees our governance practices, the proper safeguarding of our assets, the maintenance of appropriate financial and other internal controls, and our compliance with applicable laws and regulations. The Board selects our Chief Executive Officers and oversees the members of senior management, who are charged by the Board with conducting the business of our Company.

Key Responsibilities of the Board
Oversight of Business StrategyOversight of RiskOversight of Succession Planning
The Board oversees and monitors strategic planning.  The Board oversees risk management.The Board oversees management succession planning.
Business strategy is a key focus at the Board level and embedded in the work of Board committees.Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function.The Compensation Committee, which meets regularly and reports back to the full Board, has primary responsibility for developing succession plans for the CEO position and other key positions.
Company management is charged with executing our business strategy and provides regular performance updates to the Board.Company management is charged with managing risk through robust internal processes and effective internal controls.The Co-CEOs are charged with preparing, and reviewing with the Compensation Committee, talent development plans for senior executives and their potential successors.

board Oversight OF BUSINESS STRATEGY

The Board of Directors oversees our strategic direction and business activities. Throughout the year, the Board and management discuss our short and long-term business strategy. As part of our long-term strategy, management typically formulates three-year financial targets against which performance is reviewed by the Board.

With respect to be voted onour short-term strategy, at the Annual Meetingbeginning of each year, our management presents to the Board a proposed annual business plan for the year and receives input from the Board and a final annual business plan is approved by the Board. At each subsequent regular Board meeting, the Board reviews our operating and financial performance relative to the annual business plan.

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board role in Risk Oversight

Risk is inherent with every business. We face a number of risks, including financial (accounting, credit, interest rate, liquidity, and tax), operational, political, strategic, regulatory, compliance, legal, cybersecurity, competitive, and reputational risks.

Our management is responsible for the day-to-day management of risks faced by us, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board ensures that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations, and risks acceptable to us. Our Co-Chief Executive Officers, as members of the Board, attend the Board meetings and discuss with the full Board the strategies and risks facing our Company.

One of the key functions of the Board is informed oversight of our risk management process. The Board administers this oversight function directly, with support from its three standing committees (the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee), each of which addresses risks specific to its respective areas of oversight. In addition, with respect to other risks that arise from time to time, the Board oversees those as well.

SELECTED AREAS OF BOARD RISK OVERSIGHT

CYBERSECURITY: Our Audit Committee, comprised fully of independent directors, is responsible for oversight of our (i) information security policies, including periodic assessment of risk of information security breach, training program, significant threat changes and vulnerabilities and monitoring metrics and (ii) effectiveness of information security policy implementation. Members of management meet with the Audit Committee on a regular basis to review and discuss risk exposure related to our IT systems and data privacy. The purpose of these management updates is to inform the Audit Committee of potential risks related to our IT systems and data privacy, as well as any relevant mitigation or remediation tactics being implemented.

Since September 2022, we have engaged a seasoned cyber consultant from the global cybersecurity risk firm, Kroll, LLC, to provide CISO-level advisory services to assist our technology teams, business leadership and Board of Directors with guidance and direction as we continue to strengthen our security systems and improve our cyber readiness, as well as to provide insight and intelligence on existing and emerging threat landscapes. The scope of service includes reviewing our current information security policies, past and current security reports, cybersecurity program, and staffing models to assess our ability to prevent and respond to cyberattack incidents and mitigate any impacts they may have. In addition, we have retained special data security legal counsel at a leading U.S. law firm whose practice focuses on data breach response and security compliance issues. This legal counsel is specialized in investigating and responding to an event compromising information and systems security, working closely with client resources, third-party forensic consulting experts and law enforcement to identify the nature and scope of a compromise. We also have retained special data privacy legal counsel to assist us in our compliance with the data privacy laws in the various jurisdictions in which we operate our business.

Century Communities, Inc. – 2024 Proxy Statement18


 

In the past three years, we have not included in this Proxy Statement?

We currentlyexperienced any material computer data security breaches as a result of a compromise of our information systems and we are not aware and have not had a significant cybersecurity breach or attack that had a material impact on our business or operating results to date. Maintaining a robust information security system is an ongoing priority for us and we plan to continue to identify and evaluate new, emerging risks to data protection and cybersecurity both within our Company and through our engagement of any businessthird-party service providers like Kroll.

HUMAN CAPITAL AND CULTURE:The Board is actively engaged in overseeing our people and culture strategy. The Compensation Committee reviews and reports back to the Board on a broad range of human capital management topics, including talent management; leadership development; retention; culture; employee engagement; employee education and training; diversity, equity and inclusion; and equality and fairness.

ESG:The Board is ultimately responsible for oversight of our ESG initiatives. The Nominating and Corporate Governance Committee has been delegated responsibility for ESG oversight and approves our ESG related policy statements and our ESG report. In 2023, we published an updated ESG report and intend to do so again in 2024. The Compensation Committee has oversight of human capital management, as well as our diversity, equity and inclusion initiatives. The Audit Committee has oversight over general compliance with laws, applicable laws, including SEC and those affecting ESG issues, as well as risk management and climate-related and sustainability risks. In carrying out its responsibilities for ESG oversight, the Nominating and Corporate Governance Committee coordinates with the Compensation Committee and the Audit Committee on ESG-related subjects.

MANAGEMENT SUCCESSION PLAnning and development

The Board of Directors recognizes that will be presented atone of its most important responsibilities is to ensure excellence and continuity in our senior leadership by overseeing the Annual Meeting other than as describeddevelopment of executive talent and planning for the effective succession of members of our senior management team. This responsibility is reflected in this Proxy Statement. If, however, any other matter is properly brought atour Corporate Governance Guidelines, which provide for a review of CEO succession planning and management development, and the Annual Meeting, or any continuation, postponement or adjournment thereof, your proxy includes discretionary authority on the partcharter of the individuals appointedCompensation Committee, which requires the Compensation Committee to vote your shares or act on those mattersassist the Board in accordancedeveloping and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans, which includes transitional leadership in the event of an unplanned vacancy.

In furtherance of the foregoing, the Co-Chief Executive Officers provide an annual succession planning report to the Compensation Committee, which summarizes the overall composition of our senior leadership team, including their professional qualifications, tenure, and work experience. The report also identifies internal members of the management team who are viewed as potential successors to a variety of senior leadership roles. Succession planning is also regularly discussed in executive sessions of the Board of Directors. Our directors become familiar with theirinternal potential successors for key leadership positions through various means, including the annual succession planning report and Board of Directors and committee meetings, and less formal interactions throughout the course of the year.

Century Communities, Inc. – 2024 Proxy Statement19


 

Board Leadership Structure

Our governance framework provides the Board with the flexibility to select the appropriate leadership structure for the Company. Our current leadership structure is comprised of a combined Chairman of the Board and Co-CEO, a presiding independent director, Board committees led by independent directors, and active engagement by all directors. The Board believes that this structure provides an effective balance between strong Company leadership and appropriate safeguards and oversight by our independent directors. In making determinations about the leadership structure, the Board considers many factors, including the specific needs of the business, what is in the best judgment.

Who can attend the Annual Meeting?

Allinterests of our stockholders entitled to voteand feedback from our stockholder engagement efforts.

Current Board Leadership Structure

Combined

Chairman of the Board and Co-CEO

Independent

Presiding Independent Director

Independent Committee Chairs
AuditCompensationNominating and Corporate Governance
Active Engagement by all Directors

Our Corporate Governance Guidelines do not require the separation of the offices of the Chairman of the Board and the Chief Executive Officers. While Dale Francescon serves as Chairman of the Board and Co-Chief Executive Officer, the Board endorses the concept of an independent director being in a position of leadership and, thus, Keith R. Guericke serves as our presiding independent director. The Board has determined that this current leadership structure is appropriate and in the best interests of the Company and its stockholders at this time for several reasons, including:

both Dale Francescon’s and Robert J. Francescon’s extensive knowledge of our Company, business, and industry, obtained through founding the Company, over 20 years of service to our Company, and over 30 years of experience in the homebuilding industry, which benefit Board leadership and the Board’s decision-making process through their active roles as Co-Chief Executive Officers, and in the case of Dale Francescon, Chairman of the Board;

Century Communities, Inc. – 2024 Proxy Statement20


 

unification of Board leadership and strategic direction as implemented by our management; and
appropriate balance of risks relating to concentration of authority through the oversight of our independent and engaged presiding independent director and Board.

All Board members play an active role in overseeing our business both at the Annual Meeting may attendBoard and committee levels. As part of each regularly scheduled Board and committee meetings, the Annual Meeting. If your sharesindependent directors have an opportunity to meet in executive session without the Co-CEOs present, which executive sessions are held in street name, however, you may not vote your shares in person atchaired by the Annual Meeting unless you obtain a legal proxy from the record holderpresiding independent director or committee chair. These meetings allow our independent directors to discuss issues of your shares.

Stockholders who wish to attend the Annual Meeting will be required to present verification of ownership of our common stock, such as a bank or brokerage firm account statement, and will be required to present a valid government-issued picture identification, such as a driver’s license or passport, to gain admittanceimportance to the Annual Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted inCompany, including the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

Holders of record of shares of our common stock, $0.01 par value, asbusiness and affairs of the closeCompany, as well as matters concerning management, without any members of business on March 15, 2018, the record date, will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. At the close of business on the record date, there were 29,644,097 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority in voting power of our capital stock issued and outstanding and entitled to vote on the record date will constitute a quorum. Your shares will be counted toward the quorum if you submit a proxy or vote at the Annual Meeting. Shares represented by proxies marked “abstain” and “broker non-votes” also are counted in determining whether a quorum ismanagement present.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.Director Independence

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How do I vote my shares?

We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote in person. If you are a stockholder of record, there are three ways to vote by proxy:

by Telephone—You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card;
by Internet—You can vote over the Internet at www.proxyvote.com by following the instructions on the Internet Notice or proxy card; or
by Mail—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail.

Telephone

Under the listing standards and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Savings Time, on May 8, 2018. If you vote through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by you.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted. Telephone and Internet voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares in person at the Annual Meeting, you should contact your bank, broker or agent to obtain a legal proxy or the bank’s or broker’s proxy card and bring it to the Annual Meeting in order to vote.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder holds shares in his or her name. Shares held in “street name” means that shares are held in the name of a bank or broker on a person’s behalf.

Am I entitled to vote if my shares are held in “street name”?

Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being forwarded to you by your bank or brokerage firm along with a voting instruction card. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and your bank or brokerage firm is required to vote your shares in accordance with your instructions.

What are broker non-votes?

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares.

A broker is entitled to vote shares held for a beneficial owner on routine matters. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm in Proposal No. 2 is a routine matter; and accordingly, a broker is entitled to vote shares held for a beneficial owner on that proposal, without instructions from such beneficial owner. On the other hand, absent instructions from a beneficial owner, a broker is not entitled to vote shares held for such beneficial owner on non-routine matters. We believe based on the rules of the New York Stock Exchange (NYSE), independent directors must comprise a majority of a listed company’s board of directors. Under the NYSE rules, a director will only qualify as an “independent director” if the company’s board of directors affirmatively determines that the election of directors in Proposal No. 1, the advisory vote on executive compensation in Proposal No. 3 and the advisory vote on the frequency of future advisory votes on executive compensation in Proposal No. 4 are non-routine matters; and accordingly, brokers do not have authority to vote on such matters absent instructions from beneficial owners. Whether a voting proposal is ultimately determined routine or non-routine is determined by the NYSE. Accordingly, if beneficial owners desire not to have their shares voted by a broker in a certain manner, they should give instructions to their brokers as to how to vote their shares.

Broker non-votes count for purposes of determining whether a quorum is present.

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How does the Board recommend that I vote?

The Board recommends that you vote:

FOR the election of Dale Francescon, Robert J. Francescon, John P. Box, Keith R. Guericke and James M. Lippman to serve as members of the Board until the next annual meeting of stockholders and until their successors are duly elected and qualified;
FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;
FOR the approval of the advisory vote on our executive compensation; and
EVERY YEAR for the frequency of future advisory votes on executive compensation.

If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted in accordancedirector has no material relationship with the Board’s recommendations.

How many votes are required for the approval of the proposals to be voted upon and how will withheld votes, abstentions and broker non-votes be treated?

Proposal
Votes Required
Effect of Votes
Withheld /
Abstentions
Effect of
Broker
Non-Votes
Proposal No. 1: Election of Directors
Plurality of votes cast. This means that the five nominees receiving the highest number of affirmative “FOR” votes will be elected as directors.
Votes withheld will have no effect.
Broker non-votes will have no effect.
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
Affirmative vote of the holders of a majority in voting power of the shares of common stock present in person or by proxy and entitled to vote thereon.
Abstentions will have the effect of a vote against the proposal.
We do not expect any broker non-votes on this proposal.
Proposal No. 3: Advisory Vote on Executive Compensation
Affirmative vote of the holders of a majority in voting power of the shares of common stock present in person or by proxy and entitled to vote thereon.
Abstentions will have the effect of a vote against the proposal.
Broker non-votes will have no effect.
Proposal No. 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Plurality of votes cast. The choice of frequency that receives the greatest number of votes is considered the preference of our stockholders.
Abstentions will have no effect.
Broker non-votes will have no effect.

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordancecompany, either directly or indirectly, that would interfere with the recommendationsexercise of independent judgment in carrying out the Board, as described above.

What does it mean if I receive more than one Internet Notice or more than one setresponsibilities of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.a director.

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Can I revoke or change my vote after I submit my proxy?

Yes. If you are a registered stockholder, you may revoke your proxy or change your vote at any time before your shares are voted by one of the following methods:

by submitting a duly executed proxy bearing a later date;
by granting a subsequent proxy through the Internet or telephone;
by giving written notice of such revocation to our Secretary; or
by voting in person at the Annual Meeting.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Century Communities, Inc.
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
Attention: Corporate Secretary

Your most recent proxy card or telephone or Internet proxy is the oneNYSE rules also require that, is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote in person at the Annual Meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote in person at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot.

Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting and will report the final results in a Current Report on Form 8-K, which we intend to file with the Securities and Exchange Commission (SEC) within four business days after the Annual Meeting.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Board Size and Structure

Our Bylaws provide that the Board shall consist of one or more members, with the number to be determined from time to time by the Board. The Board has fixed the number of directors at five, and we currently have five directors serving on the Board. Each director holds office for a term of one year or until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, disqualification or removal.

Current Directorsspecified exceptions, each member of a listed company’s audit, compensation, and Board Nominees

The Board currently consists of the following five members:

Dale Francescon
John P. Box
James M. Lippman
Robert J. Francescon
Keith R. Guericke

Based upon the recommendation of the Nominatingnominating and Corporate Governance Committee of the Board, the Board nominated each of our current five directors named above for re-election at the Annual Meeting. The Board and the Nominating and Corporate Governance Committee believe that our current five directors collectively have the experience, qualifications, attributes and skills to effectively oversee the management of Century, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing Century, a willingness to devote the necessary time to Board duties, a commitment to representing the best interests of Century and our stockholders, and a dedication to enhancing stockholder value. Three of our five directors are independent within our directorcorporate governance committees be independent. Audit committee members must also satisfy heightened independence standards, which satisfy the listing standards for independence of the New York Stock Exchange andcriteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934 as amended (Exchange Act).

Each director elected at, and compensation committee members must satisfy heightened independence criteria set forth in the Annual Meeting will serveNYSE rules.

The Board has undertaken a one-year term until Century’s next annual meetingreview of its composition, the composition of its Board committees, and untilthe independence of each director. Based upon information requested from and provided by each of our directors concerning his or her successor is duly electedbackground, employment, and qualified or until his or her earlier death, resignation, disqualification or removal. Unless otherwise instructed, the proxy-holders will vote the proxies received by them for the five nominees. If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board. Each nominee has agreed to serve if electedaffiliations, including family relationships with us, our senior management, and our independent registered public accounting firm, the Board has no reason to believedetermined that any nominee will be unable to serve.

Information about Director Nominees

Set forth below are the names, ages and positionsall but two of our current directors, and director nominees as of March 15, 2018 and biographical information for each nominee. Also below is a summary of the specific qualifications, attributes, skills and experiences that led the Board to conclude that each nominee should serve on the Board at this time. There are no family relationships among any of our directors or executive officers, except for Dale Francescon and Robert J. Francescon, who are brothers.independent directors under the standards established by the SEC and the NYSE. In making this determination, the Board considered the current and prior relationships that each non-employee director has with Century and all other facts and circumstances the Board deemed relevant in determining their independence.

NameCentury Communities, Inc.
– 2024 Proxy Statement
Age
Position with the Company
Dale Francescon
65
Chairman of the Board and Co-Chief Executive Officer
Robert J. Francescon
60
Co-Chief Executive Officer, President and Director
John P. Box(1)(2)(3)
71
Independent Director
Keith R. Guericke(1)(2)(3)
69
Independent Director
James M. Lippman(1)(2)(3)
60
Independent Director
21


(1)Member of the Audit Committee.
(2)Member of the Compensation Committee.

 

(3)Member of the Nominating and Corporate Governance Committee.

Executive Sessions

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Dale Francescon. Mr. Dale Francescon has served

Our independent directors meet in executive sessions without management to consider such matters as they deem appropriate, such as reviewing the performance of management. Executive sessions of our independent directors are typically held in conjunction with regularly scheduled Board and committee meetings.

Our independent directors have appointed an independent director (referred to as the “presiding director”) to preside over the executive sessions of the independent directors. Keith R. Guericke serves as our Co-Chief Executive Officer since August 2002 andpresiding director. The main duties of the presiding director are to (i) preside at regularly scheduled executive sessions or other meetings of the independent directors; (ii) serve as liaison between the Chairman of our Board of Directors since April 2013. Mr. Dale Francescon possesses a broad background in all facets of operating a real estate company, and has had direct responsibility for the acquisition, financing, development, construction, sale and management of various residential projects including land development, single-family homes, townhomes, condominiums and apartments. Mr. Dale Francescon has successfully managed the Company, through successive profitable years, in various economic cycles, from inception in August 2002 to the present. Mr. Dale Francescon is actively involved in various civic and professional organizations. Mr. Dale Francescon is licensed in the state of Colorado as a real estate broker (inactive) and in the state of California as an attorney (inactive) and a certified public accountant (inactive). Mr. Dale Francescon received his B.S. in Business Administration from the University of Southern California and a J.D. from Loyola University School of Law. Mr. Dale Francescon, as a co-founder of Century, is qualified to serve as a director due to his familiarity with our history and day-to-day operations, his expertise in the homebuilding industry, and his more than 25 years of experience operating real estate companies. In addition, as a result of his dual role as Chairman and Co-Chief Executive Officer, Mr. Dale Francescon provides unique insight into our future strategies, opportunities and challenges and serves as a unifying element between the Board and our management.

Robert J. Francescon. Mr. Robert Francescon has served as ourthe Co-Chief Executive Officer since August 2002, as President since April 2013 and as a member of our Board of Directors since April 2013. Mr. Robert Francescon possesses a broad background in all facets of operating a real estate company, and has had direct responsibility forOfficers, on the acquisition, financing, development, architecture, construction, sale and management of various residential projects including land development, single-family homes, townhomes, condominiums and apartments. Mr. Robert Francescon has successfully managed the Company, through successive profitable years, in various economic cycles, from inception in August 2002 to the present. Mr. Robert Francescon also has management experience working in a variety of financial institutions, including thriftsone hand, and the Federal Home Loan Mortgage Corporation. Mr. Robert Francescon is actively involved in various civic and professional organizations. Mr. Robert Francescon received his B.S. in Business Administration fromindependent directors, on the Universityother hand, by means of Southern California. Mr. Robert Francescon, as a co-founderconsulting with the Chairman of Century, is qualified to serve as a director due to his familiarity with our history and day-to-day operations, his management experience in various business enterprises, and his more than 25 years of experience as a senior executive within the homebuilding industry. In addition, as a result of his dual role as director and Co-Chief Executive Officer, Mr. Robert Francescon provides unique insight into our future strategies, opportunities and challenges and serves as a unifying element between the Board and our management.

John P. Box. Mr. Box is a directorthe Co-Chief Executive Officers as to agenda items for Board and has served oncommittee meetings and advising them of the outcome of such meetings, as necessary; and (iii) coordinate with Board committee chairs in the development and recommendations of Board and Board committee meeting agendas.

Committees of the Board of Directors since May 2014. Mr. Box is a commercial real estate practitioner who has served as regional chairman of Newmark Grubb Knight Frank since 2013. Prior to his current role, from 1988 through 2012, Mr. Box was President and Chief Executive Officer

We currently have three standing committees of the Frederick Ross Company,Board: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The Board may establish other Board committees as it deems necessary or appropriate from time to time.

Each Board committee has a formal written charter, which, among other things, authorizes the largest locally owned commercial real estate service business in Colorado. Under his watch,committee to retain independent advisors as it deems necessary to carry out its responsibilities. Each Board committee reviews and evaluates, at least annually, the Frederick Ross Company diversified into several independent operating divisions and was active in commercial brokerage, consulting and property management, as well as apartment building and multi-family land sales. Mr. Box was recognized as honorary dean for 2002 by the University of Denver Franklin L. Burns School of Real Estate and Construction Management, and in 2001, he was awarded the 2000 NAIOP President’s Award for contributions to the real estate community. Earlier in his career, Mr. Box was recognized four times by the Denver Board of REALTORS® as the recipientperformance of the top commercial sales award for achievingcommittee, including compliance with its charter.

Below are our directors and their current committee memberships.

DirectorBoardAuditCompensationNominating and Corporate
Governance
Dale Francescon
Robert J. Francescon
Patricia L. Arvielo
John P. BoxChair
Keith R. GuerickeChair
James M. LippmanChair
Elisa Zúñiga Ramírez

Board and Board Committee Meetings; Attendance

The Board held five meetings during 2023. All directors attended at least 75% of the highest personal sales volume incombined total of (i) all Board meetings during which the Denver area. Mr. Box also serves on the board of trustees for Regis University, on the board of directors for the National Crime Prevention Council, and is former board chair of ONCOR International, a worldwide affiliation of real estate companies. Mr. Box is qualified to serve as a director because of his extensive leadership within the real estate industry, his relationships with many executives at real estate companies throughout the United States, and his proven ability to successfully grow and diversify a real estate business.

Keith R. Guericke. Mr. Guericke iswas a director and has served on(ii) all meetings of committees of the Board of Directors since May 2013. Mr. Guericke has served as awhich the director of the board of Essex Property Trust, Inc. (Essex) since June 1994. In 2002, Mr. Guericke was elected to the position of vice chairman of the board of Essex, a position he still holds. He held the position of President and Chief Executive Officer of Essex from 1988 through 2010. Effective January 2011, Mr. Guericke retired from his position as an executive officer. Mr. Guericke joined Essex’s predecessor, Essex Property Corporation, in 1977 to focus on investment strategies and portfolio expansion. Mr. Guericke prepared Essex for its initial public offering in 1994, and since then has overseen the significant

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growth of the Essex multifamily portfolio in supply-constrained markets along the West Coast. Prior to joining Essex, Mr. Guericke began his career with Kenneth Leventhal & Company, a certified public accounting firm noted for its real estate expertise. Mr. Guericke is a member during 2023. We expect all of NAREIT, the National Multi-Housing Council, and several local apartment industry groups. Mr. Guericke received his B.S. in Accounting from Southern Oregon College in 1971. Mr. Guericke is qualifiedour directors to serve as a director because of his extensive leadership experience at a publicly traded company, his expansive knowledge of the real estate industry, his strong relationships with many executives at real estate companies throughout the United States and his expertise in accounting and finance.

James M. Lippman. Mr. Lippman is a director and has served on the Board of Directors since May 2013. Mr. Lippman founded JRK Property Holdings (JRK) in 1991 and currently serves as its Chairman and Chief Executive Officer. From an initial purchase of five multifamily properties, JRK has grown to a national leader in the commercial real estate sector. In 2011, JRK was featured as the 25th largest Multifamily Owner and Manager in the U.S. by the National Multi Housing Council and ranked 27th in the nation by Multifamily Executive Magazine. Mr. Lippman is actively involved with Cedar-Sinai Medical Center, where he serves on its board of directors, chairs its audit committee, and is a member of its executive committee, resource development committee, and executive compensation committee. In addition, Mr. Lippman currently serves on the board of trustees of Union College. Mr. Lippman also worked on Wall Street for many years where he traded equities, options and commodities for proprietary investment accounts. Mr. Lippman earned a B.A. in Economics and Political Science from Union College. Mr. Lippman is qualified to serve as a director because of his extensive leadership experience within the real estate industry, his financial management expertise, and his extensive contacts with senior real estate executives throughout the United States.

Board Recommendation

The Board unanimously recommends thatattend our stockholders vote “FOR” the election of Dale Francescon, Robert J. Francescon, John P. Box, Keith R. Guericke and James M. Lippman to serve as members of the Board until the next annual meeting of stockholders, and until their successors are duly electedwe customarily schedule a regular Board meeting on the same day as our annual meeting. All directors serving at the time of our 2023 Annual Meeting of Stockholders held on May 3, 2023 attended the meeting.

Century Communities, Inc. – 2024 Proxy Statement22


Audit Committee

Key Responsibilities and Activities

●     Oversees (i) our financial reporting, auditing, and internal control activities; (ii) the integrity and audits of our financial statements; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditors; (v) the performance of our internal audit function and independent auditors; and (vi) our overall risk exposure and management;

●     Responsible for the appointment, retention, and termination of our independent auditors, and determines the compensation of our independent auditors;

●     Reviews with the independent auditors the plans and results of the audit engagement;

●     Evaluates the qualifications, performance, and independence of our independent auditors;

●     Has sole authority to approve in advance all audit and non-audit services by our independent auditors, the scope and terms thereof, and the fees therefor;

●     Reviews the adequacy of policies that govern risk exposure involving cybersecurity, data privacy, information technology, financial, legal, business continuity, regulatory, climate and sustainability risks;

●     Reviews the adequacy of our internal accounting controls and oversees financial reporting activities;

●     Reviews our cybersecurity efforts and cyber related risks; and

●     Meets at least quarterly with our executive officers, internal audit staff, and our independent auditors in separate executive sessions.

Chair

Keith R. Guericke

Other Members

Patricia L. Arvielo

John P. Box

James M. Lippman

Elisa Zúñiga Ramírez

2023 Meetings

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Heightened Independence

The Board has determined that each Audit Committee member satisfies the heightened independence criteria for audit committee members under the NYSE rules.

Financial Literacy and Experts

The Board has determined that all Audit Committee members are financially literate and that Messrs. Guericke, Box and Lippman and Ms. Zúñiga Ramírez meet the definition of “audit committee financial expert.”

Century Communities, Inc. – 2024 Proxy Statement23


 

Compensation Committee

Key Responsibilities and Activities

●     Assists the Board in developing and evaluating potential candidates for executive officer positions and overseeing succession plans;

●     Reviews, approves, and makes recommendations regarding compensation plans and administers all plans, including, the grant of equity-based awards to executive officers and employees;

●     Reviews and approves corporate goals and objectives with respect to compensation for executive officers and, at least annually, evaluates each executive officer’s performance in light of such goals and objectives to set his or her annual compensation, including salary, bonus, and equity and non-equity incentive compensation;

●     Reviews and approves executive employment, severance, change in control, retention, retirement, deferred compensation, perquisite, or similar compensatory agreements, plans, programs, or arrangements;

●     Provides oversight of management’s decisions regarding the performance, evaluation, and compensation of other officers;

●     Reviews incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk-taking, and reviews and discusses, at least annually, the relationship between risk management policies and practices, business strategy, and our executive officers’ compensation;

●     Oversees and reviews our culture and policies and strategies related to human capital management, including with respect to diversity and inclusion initiatives, pay equity, talent, recruitment and development, performance management and employee engagement; and

●     Reviews and makes recommendations to the Board regarding all executive compensation related proposals and reviews the results of advisory stockholder votes on executive compensation and considers whether to recommend adjustments to our executive compensation policies and practices as a result of such votes and other stockholder input on executive compensation matters.

Compensation Consultant

The Compensation Committee has retained WealthPoint, LLC (WealthPoint) as its external compensation consultant. WealthPoint does not provide any services to the Company unrelated to executive or director compensation.

Chair

James M. Lippman

Other Members

Patricia L. Arvielo

John P. Box

Keith R. Guericke

2023 Meetings

4

Heightened Independence

The Board has determined that each Compensation Committee member satisfies the heightened independence criteria for compensation committee members under the NYSE rules. In addition, each Compensation Committee member is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.

Century Communities, Inc. – 2024 Proxy Statement24


 

Nominating and qualified.

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CORPORATE GOVERNANCE

Corporate Governance GuidelinesCommittee

Key Responsibilities and Activities

Identifies individuals qualified to become members of the Board and reviews with the Board on an annual basis the Board’s composition as a whole to ensure that it has the requisite and desired expertise, experience, qualifications, attributes and skills and that its membership consists of persons with sufficiently diverse and independent backgrounds, including female and racially/ethnically diverse candidates;

Develops and recommends to the Board for its approval qualifications for director candidates and periodically reviews these qualifications with the Board;

Makes recommendations to the Board regarding director diversity (which may include diversity of age, gender, race, ethnicity, education, skills, professional experience, knowledge, backgrounds and viewpoints), retirement age, tenure and refreshment policies;

Reviews the committee structure of the Board and recommends directors to serve as members or chairs of each Board committee;

Reviews and recommends Board committee slates annually and recommends committee members to fill vacancies;

Develops and recommends to the Board a set of corporate governance guidelines and, at least annually, reviews such guidelines and recommends changes to the Board for approval as necessary;

Considers and oversees corporate governance issues as they arise from time to time and develops appropriate recommendations for the Board;

Reviews and monitors evolving corporate governance best practices and trends for consideration and incorporation into our governing documents, policies, and procedures;

Reviews and recommends to the Board any responses to proposals submitted by stockholders;

Reviews and approves our policies and practices pertaining to ESG issues and monitors our performance against relevant ESG indices; and

Oversees the annual self-evaluations of the Board and each Board committee.

Chair

John P. Box

 

Other Members

Patricia L. Arvielo

Keith R. Guericke

James M. Lippman

2023 Meetings

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Century Communities, Inc. – 2024 Proxy Statement25


 

CORPORATE GOVERNANCE GUIDELINES

The Board has adopted Corporate Governance Guidelines covering, among other things, the duties and responsibilities of, and independence standards applicable to, our directors and Board committee structures and responsibilities. Among the topics addressed in our Corporate Governance Guidelines are:

Role of directors

Selection of the Chairman of the Board

Selection of new directors

Director qualifications

Care and avoidance of conflicts

Confidentiality

Other

Limits on other directorships

or “overboarding”

Director independence

Directors who change their present job responsibility

Retirement and resignation policy

Director tenure

Board compensation

Separate sessions of independent directors

Board and Board committee self-evaluations

Strategic direction of the Company

Board access to management

Director resignation policy

Board materials

Board interaction with institutional investors, analysts, press, and customers

Board orientation and continuing education

Director attendance ofat annual meetings of stockholders

Frequency of meetings

Selection of agenda items for Board meetings

Number and names of Board committees

Independence of Board committees

Assignment and rotation of committee members

Evaluation of executive officers

Succession planning

Management development

Risk management

Prohibited loans

Communications with directors

Our Corporate Governance Guidelines are available on the “Investors—Corporate Governance—Governance Documents” section of our website located at www.centurycommunities.com. In addition, a printed copy of our Corporate Governance Guidelines is available free of charge to any stockholder who requests a copy by sending a written request to: Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Corporate Secretary. From time to time, the Board, upon recommendation of the Nominating and Corporate Governance Committee, reviews and updates the Corporate Governance Guidelines as it deems necessary and appropriate. The Corporate Governance Guidelines are available in the “Discover Century—Investors— Governance—Governance Documents – Corporate Governance Policy” section of the Company’s website located at www.centurycommunities.com.

Board Size and Composition; Director NominationNominations Process

12345

Sources for director candidate pool

●    Directors

●    Management

●    Stockholders

●    Independent search firm

●    Other director resources

●    Self-nominated

Interviews and in-depth review by Nominating and Corporate Governance Committee and other interested directors

●    Screen qualifications

●    Examine overall Board composition and balance

●    Review independence and potential conflicts

●    Consider diversity

Recommend slate of director nominees by Nominating and Corporate Governance CommitteeFull Board review and nominationElection by stockholders
     
RESULT: We have nominated two new highly qualified, ethnically diverse, female directors in the past three years

Century Communities, Inc. – 2024 Proxy Statement26


 

The Board currently consists of five directors,Directors, including in particular the Nominating and Corporate Governance Committee, oversees board composition and succession. To this end, at least once a year, in connection with the annual director nomination process, the Nominating and Corporate Governance Committee evaluates each director’s performance, relative strengths and weaknesses, and future plans, including any personal retirement objectives. As part of whom was elected at our 2017 Annual Meetingthat evaluation, the Nominating and Corporate Governance Committee also identifies areas of Stockholders held on May 10, 2017. The Board has nominated each of these five current directors for re-election at the Annual Meeting. If elected, these directors will hold office until the 2019 Annual Meeting of Stockholdersoverall strength and until his successor is duly electedweakness with respect to its composition and qualified, subject to his earlier death, resignation, disqualification or removal.

Pursuant to our Bylaws, the total number of directors constitutingconsiders whether the Board is determined from time to time by action of the Board. All directors will be elected, appointed and removed by all common stockholders votingDirectors as a single class. Each of the members of the Board will be elected at an annual meeting of the stockholders and will hold office until the next annual meeting of the stockholders, and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal.

Vacancies and newly created directorships resulting from any increasewhole possesses core competencies in the authorized numberareas of directors may be filled only by a majority of the directors then in office (although less than a quorum) or by a sole remaining director,accounting and not by stockholders,finance, industry knowledge, management experience, sales and the directors so chosen will hold office until the next annual or special meeting of stockholders called for that purposemarketing, strategic vision, executive compensation, and until their successors are duly elected and qualified, or until their earlier death, resignation, disqualification or removal.corporate governance, among others.

The Board seeks to ensure that the Board is composed of members whose particular expertise, experience, qualifications, attributes, and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. New directors are approved by the Board after recommendation by the Nominating and Corporate Governance Committee. In identifying candidates for director, the Nominating and Corporate Governance Committee and the Board take into account the following: (i)

the comments and recommendations of Board members regarding the qualifications and effectiveness of the existing Board, or additional qualifications that may be required when selecting new Board members;
the requisite expertise and sufficiently diverse backgrounds (which may include diversity of age, gender, race, ethnicity, education, skills, professional experience, knowledge, backgrounds and viewpoints) of the Board’s overall membership composition;
the independence of outside directors and other possible conflicts of interest of existing and potential members of the Board; and
any other factors they consider appropriate.

The Board elected Ms. Zúñiga Ramírez to the Board, effective October 16, 2023, upon the recommendation of the existing Board, or additional qualifications

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that may be required when selectingNominating and Corporate Governance Committee. In its search for a new Board members; (ii) the requisite expertise and sufficiently diverse backgrounds of the Board’s overall membership composition; (iii) the independence of outside directors and other possible conflicts of interest of existing and potential members of the Board; and (iv) any other factors they consider appropriate.

When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure,director, the Nominating and Corporate Governance Committee andrelied in part on assistance from the Board focused primarily on the information discussedWomen’s Leadership Foundation, which was instrumental in each of the directors’ individual biographies. Although diversity may beintroducing Ms. Zúñiga Ramírez as a consideration in the selection of directors, the Company and the Board do not have a formal policy with regard to the consideration of diversity in identifying director nominees.candidate.

The Nominating and Corporate Governance Committee will consider director candidates recommended to it by our stockholders. Those candidates must be qualified and exhibit the experience and expertise required of the Board’s own pool of candidates, as well as have an interest in our business, and demonstrate the demonstrated ability to attend and prepare for Board, committee, and stockholder meetings. Any candidate must state in advance his or her willingness and interest in serving on the Board. Candidates should represent the interests of all stockholders and not those of a special interest group. The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders using the same criteria it uses to evaluate candidates recommended by others as described above. A stockholder that desires to nominate a person for election to the Board at a meeting of stockholders must follow the specified advance notice requirements contained in, and provide the specific information required by, our Bylaws, as described under “ShareholderOther Matters—Stockholder Proposals and Director Nominations for 20192025 Annual Meeting of Stockholders” later in this Proxy Statement. During the fourth quarter of 2017, we made no material changes to the procedures by which stockholders may recommend nominees to the Board as described in last year’s proxy statement.

Director Independence

Under the listing standards and rules of the NYSE, independent directors must comprise a majority of a listed company’s board of directors. In addition, NYSE rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members must also satisfy heightened independence criteria set forth in Rule 10A-3 under the Exchange Act and compensation committee members must satisfy heightened independence criteria set forth in the NYSE rules. Under the NYSE rules, a director will only qualify as an “independent director” if the company’s board of directors affirmatively determines that the director has no material relationship with the company, either directly or indirectly, that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board has undertaken a review of its composition, the composition of its Board committees and the independence of each director. Based upon information requested from and provided by each of our directors concerning his background, employment and affiliations, including family relationships with us, our senior management and our independent registered public accounting firm, the Board has determined that all but two of our directors, Dale Francescon and Robert J. Francescon, are independent directors under the standards established by the SEC and the NYSE. In making this determination, the Board considered the current and prior relationships that each non-employee director has with Century and all other facts and circumstances the Board deemed relevant in determining their independence.

Executive Sessions

Our non-management independent directors have the opportunity to meet in executive sessions without management to consider such matters as they deem appropriate, such as reviewing the performance of management. Executive sessions of our independent directors are typically held in conjunction with regularly scheduled Board meetings.

Our independent directors have appointed an independent director (referred to as the “presiding independent director”) to preside over the executive sessions of the independent directors. The main duties of the presiding independent director are to (i) preside at regularly scheduled executive sessions or other meetings of the independent directors; (ii) serve as liaison between the Chairman of the Board and the Co-Chief Executive Officers, on the one hand, and the independent directors, on the other hand, by means of consulting with theBOARD DIVERSITY

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Chairman of the Board and the Co-Chief Executive Officers as to agenda items for Board and committee meetings and advising them of the outcome of such meetings, as necessary; and (iii) coordinate with Board committee chairs in the development and recommendations of Board and Board committee meeting agendas.

Keith R. Guericke served as presiding independent director for 2017 and was recently appointed again by our independent directors as the presiding independent director for 2018.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board does not require the separation of the offices of the Chairman of the Board and the Chief Executive Officers and that the Board is free to choose its Chairman of the Board in any way that it deems best for the Company at any given point in time. Dale Francescon serves as Chairman of the Board and Co-Chief Executive Officer, and Robert J. Francescon serves as Co-Chief Executive Officer and President. However, the Board endorses the concept of an independent, non-employee director being in a position of leadership and, thus, as mentioned above, Keith R. Guericke serves as our presiding independent director.

The Board has determined that this current leadership structure is appropriate and in the best interests of the Company and its stockholders at this time for several reasons, including: (i) Both Dale Francescon’s and Robert J. Francescon’s extensive knowledge of our Company, business and industry, obtained through their 15 years of service to our Company and over 25 years of experience in the homebuilding industry, which benefit Board leadership and the Board’s decision-making process through their active roles as Co-Chief Executive Officers, and in the case of Dale Francescon, Chairman of the Board; (ii) unification of Board leadership and strategic direction as implemented by our management; and (iii) appropriate balance of risks relating to concentration of authority through the oversight of our independent and engaged presiding independent director and Board.

Committees of the Board of Directors

We currently have three standing committees of the Board: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The charters of all three of our standing Board committees are available in the “Investors—Corporate Governance—Governance Documents” section of our website located at www.centurycommunities.com. The Board may establish other Board committees as it deems necessary or appropriate from time to time.

Audit Committee

The Audit Committee is comprised of our three independent directors, John P. Box, Keith R. Guericke and James M. Lippman, each of whom the Board has determined is “financially literate” under the rules of the NYSE and satisfies the heightened independence criteria for audit committee members set forth in Rule 10A-3 under the Exchange Act. Mr. Guericke serves as Chair of the Audit Committee. Mr. Guericke has been designated by the Board as our “audit committee financial expert,” as that term is defined in the rules of the SEC.

The Audit Committee, pursuant to its written charter, among other matters, oversees (i) our financial reporting, auditing and internal control activities; (ii) the integrity and audits of our financial statements; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditors; (v) the performance of our internal audit function and independent auditors and (vi) our overall risk exposure and management.

Duties of the Audit Committee also include:

annually review and assess the adequacy of the Audit Committee charter and the performance of the Audit Committee;
be responsible for the appointment, retention and termination of our independent auditors and determine the compensation of our independent auditors;
review with the independent auditors the plans and results of the audit engagement;
evaluate the qualifications, performance and independence of our independent auditors;
have sole authority to approve in advance all audit and non-audit services by our independent auditors, the scope and terms thereof, and the fees therefor;

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review the adequacy of our internal accounting controls; and
meet at least quarterly with our executive officers, internal audit staff and our independent auditors in separate executive sessions.

The Audit Committee charter authorizes the Audit Committee to retain independent legal, accounting and other advisors as it deems necessary to carry out its responsibilities. The Audit Committee reviews and evaluates, at least annually, the performance of the Audit Committee, including compliance with its charter.

Compensation Committee

The Compensation Committee is comprised of our three independent directors, John P. Box, Keith R. Guericke and James M. Lippman, each of whom the Board has determined satisfies the heightened independence criteria for compensation committee members under the NYSE rules. In addition, each of the Compensation Committee members is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and a an “outside director” under Code Section 162(m). Mr. Lippman serves as Chair of the Compensation Committee.

The Compensation Committee, pursuant to its written charter, among other matters:

assists the Board in developing and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans;
administers, reviews and makes recommendations to the Board regarding our compensation plans, including the Century Communities, Inc. 2017 Omnibus Incentive Plan;
annually reviews and approves our corporate goals and objectives with respect to compensation for executive officers and, at least annually, evaluates each executive officer’s performance in light of such goals and objectives to set his or her annual compensation, including salary, bonus and equity and non-equity incentive compensation, subject to approval by the Board;
provides oversight of management’s decisions regarding the performance, evaluation and compensation of other officers; and
reviews our incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk-taking, and reviews and discusses, at least annually, the relationship between risk management policies and practices, business strategy and our executive officers’ compensation.

The Compensation Committee charter authorizes the Compensation Committee to retain a compensation consultant, independent legal counsel and other advisors as it deems necessary or appropriate to carry out its responsibilities. During 2017, the Compensation Committee retained Compensation & Benefit Solutions, LLC (CBS) as the Compensation Committee’s external compensation consultant, and in October 2017, retained Frederic W. Cook & Co., Inc. (FW Cook) as its external compensation consultant, to provide certain services related to executive and non-employee director compensation. The Compensation Committee effected this change in consultants because it believed it is important to obtain fresh ideas and perspectives on our compensation programs.

The Compensation Committee considers analysis and advice from these consultants when making compensation decisions and when making decisions on plan design. Specifically, the Compensation Committee relies on them for, among other things:

reviewing total compensation strategy and pay levels for our executives;
examining our executive compensation program to ensure that it supports our business strategy;
performing competitive analyses of non-employee director compensation; and
providing advice with respect to our equity-based compensation plans, including during 2017, the new Century Communities, Inc. 2017 Omnibus Incentive Plan.

The Compensation Committee may request information or advice directly from its consultant and may direct our management to provide or solicit information from them. The consultant regularly interacts with our management and from time to time attends Compensation Committee meetings.

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During 2017, neither CBS nor FW Cook provided any services to the Company unrelated to executive or director compensation. After considering the relevant factors, the Compensation Committee determined that no conflicts of interest have been raised in connection with the services CBS or FW Cook performed for the Compensation Committee in 2017.

The Compensation Committee reviews and evaluates, at least annually, the performance of the Compensation Committee, including compliance with its charter.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, as provided in its charter, is committed to a policy of inclusiveness, and seeks members with diverse backgrounds, an understanding of our business and a reputation for integrity. We believe that board diversity – gender, race, age, insight, background and professional experience – is a necessity that improves the quality of decision-making and strategic vision and represents the kind of company we aspire to be. Our two most recent director appointments to the Board in 2021 and 2023 embody this commitment to diverse gender and ethnic backgrounds. In addition, we also recognize the value of other diverse attributes that directors may bring to our Board, including veterans of the U.S. military. Of our seven current directors, two are military veterans. The Nominating and Corporate Governance Committee believes that the diverse nature of our current Board reflects our commitment to an array of experience and strategic views. Further, the Nominating and Corporate Governance Committee maintains an ongoing commitment to refreshment efforts to ensure that the composition of the Board and each of its committees encompasses a wide range of perspectives and knowledge in order to promote the success of our business and represent stockholder interests.

Century Communities, Inc. – 2024 Proxy Statement27



Century’s Support of Nominating and Corporate Governance Committee Chair Despite Lack of 30% Gender Diversity

Of our seven directors, two are female, resulting in our Board being 29% gender diverse. The proxy voting guideline for one of the major proxy advisory firms is to recommend against the chair of the nominating committee of all boards of directors of Russell 3000 index companies that are not comprised of at least 30% gender diverse directors. This rigid guideline applies regardless of the size of a company’s board of directors or the qualifications of the chair. We disagree with this one-size fits-all guideline. Our Board is currently comprised of only seven directors, two of whom are female and both of whom joined the Board within the last three years, resulting in 29% of our directors being gender diverse. To comply with a 30% gender diverse guideline, while at the same time retaining our current seven directors, we would be required to add an additional gender diverse director. While diversity is an important consideration in our director nomination process and our Board believes that individuals of broad diversity can contribute different perspectives while collaborating to further Century’s strategy and mission, the Board viewed it as not a strategic imperative to add an additional gender diverse director to our Board concurrent with the 2024 Annual Meeting of Stockholders. This is especially true since the Board just added a new female director in October 2023 and added two female directors within the last three independentyears and the fact that the Board is only 1% shy of the 30% gender diversity requirement. We disagree with an approach to blindly apply an arbitrary numerical gender diverse requirement on all boards of directors regardless of size.

Century Communities, Inc. – 2024 Proxy Statement28


 

Our Board has nominated John P. Box, Keith R. Guerickethe Chair of our Nominating and James M. Lippman.Corporate Governance Committee, as a director again this year. See Proposal No. 1. Election of Directors. We encourage our stockholders to vote “FOR” the re-election of Mr. Box. Drawing on his extensive leadership within the real estate industry, his relationships with many executives at real estate companies, and his proven ability to successfully grow and diversify a real estate business, Mr. Box servesis a key member and contributor to our Board. He has been a director of Century and Chair of the Nominating and Corporate Governance Committee since 2014. In his position as Chair of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee, pursuant to its written charter, among other matters:

identifies individuals qualified to become membershe has contributed substantially towards initiatives of the Board to improve the governance function at the Company and ensures thatimprove the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds;
develops and recommends to the Board for its approval, qualifications for director candidates, and periodically reviews these qualifications with the Board;
reviews the committee structurediversity of the Board, specifically with regard to his oversight of the recent addition of two gender and recommendsethnically diverse directors within the last three years. Historically, prior to serve as members or chairsthis gender proxy voting guideline, our stockholders have shown strong support for Mr. Box. Our view is that his absence from our Board at this time, especially in light of eachour small size, would be detrimental to our Board committee;and our Company.

Overboarding policy

reviews and recommends Board committee slates annually and recommends additional Board committee members to fill vacancies as needed;
develops

Recognizing the substantial time commitments attendant to directorship, our Corporate Governance Guidelines provide for an overboarding policy which limits the number of public company boards on which our directors may serve. The overboarding limit depends upon whether a director is an executive officer of a public company. In addition, service on other boards and/or committees must be consistent with our conflict of interest policy.

Type of DirectorOverboarding Limit
Board Member who is an Executive Officer of a Public Company2
Board Member who is not an Executive Officer of a Public Company4

The following table lists the other public company boards of directors, if any, on which our directors serve:

DirectorNumber of Other Public
Company or Registered
Investment Company Boards
Name of Other Public Company or    
Registered Investment Company Boards
Dale Francescon0
Robert J. Francescon0
Patricia L. Arvielo0
John P. Box0
Keith R. Guericke1Essex Property Trust, Inc.
James Lippman0
Elisa Zúñiga Ramírez2

Peoples Financial Services Corporation

Trust for Professional Managers

Century Communities, Inc. – 2024 Proxy Statement29


 

STOCKHOLDER ENGAGEMENT

We are committed to a robust and recommendsproactive stockholder engagement program. The Board values the perspectives of our stockholders, and feedback from stockholders on our business, corporate governance, executive compensation, and sustainability practices are important considerations for Board discussions throughout the year.

During 2023, our management team held approximately 200 meetings with stockholders. Stockholder feedback is thoughtfully considered and has led to modifications in our executive compensation program, governance practices and disclosures.

Some of the actions we have taken in response to feedback over the last several years are described below.

What We HeardWhat We Did
Increase stockholder influence over director elections.We adopted a majority vote standard for uncontested director elections, with a director resignation policy, instead of a plurality vote standard.
Increase Board gender diversity.We added Elisa Zúñiga Ramírez and Patricia L. Arvielo to the Board of Directors in 2023 and 2021, respectively, and remain committed to including female candidates in our initial list of director candidates in future searches.
Increase Board racial/ethnic diversity.We considered racial/ethnic diversity in our recent searches for new directors and remain committed to including racially/ethnically diverse candidates in our initial list of director candidates in future searches. Elisa Zúñiga Ramírez and Patricia L. Arvielo are both Hispanic.
Align the interest of directors and executive officers with those of stockholders.

We adopted stock ownership and retention guidelines applicable to our directors and NEOs to ensure that their interests would be closely aligned with those of our stockholders. All of our directors and NEOs are in compliance with our stock ownership guidelines.

We also adopted an anti-hedging/pledging policy.

Dale Francescon and Robert J. Francescon beneficially own 6.1% and 5.2%, respectively, of our outstanding common stock, and together beneficially own 11.3% of our outstanding common stock.

Emphasize long-term incentives.Our long-term incentive program provides for significant LTI opportunities for our executives, which for 2023 constituted 53% of our Co-Chief Executive Officer target total direct compensation and 47% for our former Chief Financial Officer, and comprised of 100% performance share unit awards, which have a three-year performance period and then a one-year holding period on the shares issued in settlement of the PSU awards.
Emphasize performance-based compensation elements.90% of our Co-CEO target compensation and 85% of our former CFO target compensation for 2023 is performance-based.

Century Communities, Inc. – 2024 Proxy Statement30


 

What We HeardWhat We Did
Increase disclosure on corporate governance and executive compensation.Each year, we have increased and improved our corporate governance and executive compensation disclosure, with an eye towards transparency and readability.  
Ensure the recovery of incentive compensation based on incorrect calculations that resulted in a financial restatement.In 2023, we strengthened our clawback policy to provide for a mandatory clawback of incentive compensation paid to current and former executives under certain circumstances.

ANNUAL BOARD AND COMMITTEE SELF-EVALUATIONS

The Board recognizes that a setthorough evaluation process is an important element of corporate governance guidelines and at least annually, reviews such guidelines and recommends changes toenhances the Board for approval as necessary; and

oversees the annual self-evaluationseffectiveness of the full Board and each committee. Therefore, it is our policy to conduct annual Board and committee and management.

The Nominating and Corporate Governance Committee charter authorizesself-evaluations. Each year, the Nominating and Corporate Governance Committee oversees the evaluation process to retain a search firm or other consultants to assist inensure that the identification and evaluation of director candidates, including the sole authority to approve the search firm’s or other consultants’ fees and other retention terms. The Nominating and Corporate Governance Committee also has authority to obtain advice and assistance from any outside legal expert or other advisors as it deems necessary or appropriate to carry out its responsibilities.

The Nominating and Corporate Governance Committee reviews and evaluates, at least annually, the performance of the Nominating and Corporate Governance Committee, including compliance with its charter.

full Board and Board Committee Meetings; Director Attendance

each committee conduct an assessment of their performance and solicit feedback for areas of improvement. Evaluations include a variety of survey questions to which directors assign a score. Additional feedback from directors is sought as well. The Board held eight meetings during 2017. The Audit Committee held eight meetings,evaluation results are then aggregated and shared with and discussed by the Compensation Committee held six meetings, and the Nominating and Corporate Governance Committee held two meetings during 2017. All directors attended at least 75% of the combined total of (i) all Board meetings and (ii) all meetings of committees of the Board of which the director was a member during 2017.

We expect all of our directors to attend our annual meeting of stockholders and we customarily schedule a regular Board meeting on the same day as our annual meeting. All directors serving at the time of our 2017 Annual Meeting of Stockholders held on May 10, 2017 were in attendance.

Role of Board of Directors in Risk Oversight

Risk is inherent with every business. We face a number of risks, including financial (accounting, credit, interest rate, liquidity and tax), operational, political, strategic, regulatory, compliance, legal, competitive, and reputational risks. Our management is responsible for the day-to-day management of risks faced by us, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board ensures that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board oversees risks through the establishment of policies and

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procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to us. Our Co-Chief Executive Officers are members of thefull Board and regularly attend Board meetings and discuss with the Board the strategies and risks facing our Company.

One of the key functions of the Board is informed oversight of our risk management process. The Board administers this oversight function directly, with support from its three standing committees (the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee), each of which addresses risks specific to its respective areas of oversight. In particular, the Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. The Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Nominating and Corporate Governance Committee provides risk oversight with respect to corporate governance matters.committee.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that applies to our officers, directors and any employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote the following:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
full, fair, accurate, timely and understandable disclosure in our communications with and reports to our stockholders, including reports filed with the SEC, and other public communications;
compliance with applicable governmental laws, rules and regulations;
prompt internal reporting of violations of the code to appropriate persons identified in the code; and
accountability for adherence to our Code of Business Conduct and Ethics.

Any waiver of our Code of Business Conduct and Ethics for our executive officers, directors or any employees may be made only by the Nominating and Corporate Governance Committee and will be promptly disclosed as required by law and NYSE rules.

Our Code of Business Conduct and Ethics is available in the “Investors—Corporate Governance—Governance Documents” section of our website located at www.centurycommunities.com. In addition, printed copies of our Code of Business Conduct and Ethics are available upon written request to Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Corporate Secretary.

Communications with the Board of Directors; Complaint ProceduresDirectors

Any stockholder or other

The Board maintains a process for stockholders and interested partyparties to communicate with the Board. Stockholders and interested parties may contact an individual director, theour Board as a group, or a specified Board committee or group, including the non-management directors as a group, by sending written communication to:

Century Communities, Inc.
8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
Attention: Corporate Secretaryprovided below:

14

 

 

WRITECALLEMAILATTEND

Corporate Secretary 

Century Communities, Inc. 

8390 E. Crescent Pkwy. 

Suite 650 

Greenwood Village, CO 80111 

Investor Relations 

303-268-8398

investorrelations@

centurycommunities.com

Annual Meeting of Stockholders 

Wednesday, May 8, 2024 

Hyatt Regency Denver Tech Center

TABLE OF CONTENTS

Management will initially receive and process communications before forwarding them to the addressee(s). We generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information about the Company.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that applies to our officers, directors, and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote the following:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

full, fair, accurate, timely, and understandable disclosure in our communications with and reports to our stockholders, including reports filed with the SEC, and other public communications;

Century Communities, Inc. – 2024 Proxy Statement31


 

compliance with applicable governmental laws, rules, and regulations;

prompt internal reporting of violations of the code to appropriate persons identified in the code; and

accountability for adherence to our Code of Business Conduct and Ethics.

Any waiver of our Code of Business Conduct and Ethics may be made only by the Nominating and Corporate Governance Committee and will be promptly disclosed as required by law and NYSE rules. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K and applicable NYSE rules regarding amendments to or waivers from any provision of our Code of Business Conduct and Ethics by posting such information in the “Discover Century—Investors—Governance—Governance Documents” section of our website located at www.centurycommunities.com.

Complaint Procedures

We maintain procedures to receive, retain, and treat complaints regarding accounting, internal accounting controls, or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. A 24-hour, toll-free, confidential ethics hotline and a confidential web-based reporting tool are available for the submission of concerns regarding these and other matters by any employee. Concerns and questions received through these methods relating to accounting, internal accounting controls, or auditing matters are promptly brought to the attention of the Chair of the Audit Committee and are handled in accordance with procedures established by the Audit Committee. Complete information regarding our complaint procedures is contained within our Code of Business Conduct and Ethics, which is described above and may be accessed on our website as noted above.

CommITTEE CHARTERS AND OTHER INFORMATION

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The charters of all three of our standing Board committees, Corporate Governance Guidelines, Code of Business Conduct and Ethics, Restated Certificate of Incorporation and Amended and Restated Bylaws are available in the “Discover Century—Investors—Governance—Governance Documents” section of our website located at www.centurycommunities.com. The Board reviews each of these documents on an annual basis. Printed copies of any of these documents are available upon written request to Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Corporate Secretary.

Century Communities, Inc. – 2024 Proxy Statement32


 

EXECUTIVE OFFICERS

We have three executive officers: Dale Francescon, Robert J. Francescon, and J. Scott Dixon, who was elected as our Interim Chief Financial Officer effective March 22, 2024 to succeed David L. Messenger who voluntarily resigned as our Chief Financial Officer effective March 22, 2024. Below is information regarding our current executive officers. There are no family relationships among any of our executive officers or directors, except for Dale Francescon and Robert J. Francescon, who are brothers.

Century has been jointly led by our Co-Chief Executive Officers since our founding in 2002. The Board of Directors views this executive structure as optimal for our Company and not a temporary, transitional or duplicative arrangement. Our Co-Chief Executive Officers were the two founders of Century and share an aligned vision for the tone, direction and growth of the Company.

 

 Dale  

 Francescon 

 Age 71

Chairman of the Board and Co-Chief Executive Officer  

Dale Francescon has served as:  

●   Co-Chief Executive Officer since August 2002; and  

●   Chairman of the Board since April 2013.

Mr. Dale Francescon co-founded the Company and possesses a broad background in all facets of operating a real estate company and has had direct responsibility for the acquisition, financing, development, construction, sale, and management of various residential projects, including land development, single-family homes, townhomes, condominiums, and apartments. He has successfully managed the Company, through 21 successive profitable years, in various economic cycles, from inception in August 2002 to the present.

Mr. Dale Francescon is licensed in the state of California as an attorney (inactive) and as a certified public accountant (inactive).

Mr. Dale Francescon received his B.S. in Business Administration from the University of Southern California and a J.D. from Loyola University School of Law.  

 

 Robert J.

 Francescon 

 Age 66

Co-Chief Executive Officer and President

Robert J. Francescon has served as: 

Co-Chief Executive Officer since August 2002; 

President since April 2013; and 

Board member since April 2013. 

Mr. Robert Francescon co-founded the Company and possesses a broad background in all facets of operating a real estate company, and has had direct responsibility for the acquisition, financing, development, architecture, construction, sale and management of various residential projects including land development, single-family homes, townhomes, condominiums and apartments. He has successfully managed the Company, through 21 successive profitable years, in various economic cycles, from inception in August 2002 to the present.

Mr. Robert Francescon also has management experience working in a variety of financial institutions, including thrifts and the Federal Home Loan Mortgage Corporation.

Mr. Robert Francescon received his B.S. in Business Administration from the University of Southern California. 

Century Communities, Inc. – 2024 Proxy Statement33


 

 

J. Scott

 Dixon

 Age 44

Interim Chief Financial Officer

J. Scott Dixon has served as our Interim Chief Financial Officer since March 2024. Prior to serving as Interim Chief Financial Officer, Mr. Dixon served in the following roles at Century:

Assistant Chief Financial Officer from May 2022 to March 2024; 

Chief Accounting Officer from November 2016 to May 2022; and 

Vice President of Accounting from November 2013 to November 2016.

Mr. Dixon has extensive experience in finance and accounting for real estate companies. His direct responsibilities are overseeing accounting, finance, capital markets, risk management, and financial planning and analysis.

Prior to joining the Company, Mr. Dixon worked in Ernst & Young’s Audit practice, most recently as a Senior Manager in the audit and assurance practice specializing in real estate.

Mr. Dixon holds a Master of Science degree in Accounting from the University of Virginia and a Bachelor of Science degree in Finance from the University of Denver. Mr. Dixon is also a Certified Public Accountant. 

Century Communities, Inc. – 2024 Proxy Statement34


 

PROPOSAL NO. 21:
ELECTION OF DIRECTORS

Board Size and Structure

Our Bylaws provide that the Board of Directors shall consist of one or more members, with the number to be determined from time to time by the Board. The Board has fixed the number of directors at seven, and we currently have seven directors serving on the Board.

Each director holds office for a term of one year or until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, disqualification, or removal.

Current Directors and Board Nominees

The Board currently consists of the following seven members:

NameAgePosition with the Company
Dale Francescon71Chairman of the Board and Co-Chief Executive Officer
Robert J. Francescon66Co-Chief Executive Officer, President and Director
Patricia L. Arvielo59Independent Director
John P. Box77Independent Director
Keith R. Guericke75Independent Director
James M. Lippman66Independent Director
Elisa Zúñiga Ramírez55Independent Director

Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board nominated each of our current seven directors named above for re-election at the Annual Meeting. The Board and the Nominating and Corporate Governance Committee believe that our current seven directors collectively have the expertise, experience, qualifications, attributes, and skills to effectively oversee the management of Century, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing Century, a willingness to devote the necessary time to Board duties, a commitment to representing the best interests of Century and our stockholders, and a dedication to enhancing stockholder value. Five of our seven directors are independent within our director independence standards, which satisfy the NYSE listing standards for independence.

Each director elected at the Annual Meeting will serve a one-year term until Century’s next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal. Unless otherwise instructed, the proxy-holders will vote the proxies received by them for the seven nominees.

If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board. Each nominee has agreed to serve if elected, and the Board has no reason to believe that any nominee will be unable to serve.

Century Communities, Inc. – 2024 Proxy Statement35


 

Information about Director Nominees

Set forth below are the names, ages, and positions of our current directors and director nominees as of March 11, 2024, and biographical information for each nominee. Also below is a summary of the specific qualifications, attributes, skills, expertise and experiences that led the Board to conclude that each nominee should serve on the Board at this time. There are no family relationships among any of our directors or executive officers, except for Dale Francescon and Robert J. Francescon, who are brothers.

 

 Dale   

 Francescon

 Age 71 

 Director since 2013 

 Committees

     None

Background

Dale Francescon has served as:  

●   Co-Chief Executive Officer since August 2002; and  

●   Chairman of the Board since April 2013.  


Mr. Dale Francescon co-founded the Company and possesses a broad background in all facets of operating a real estate company and has had direct responsibility for the acquisition, financing, development, construction, sale, and management of various residential projects, including land development, single-family homes, townhomes, condominiums, and apartments. He has successfully managed the Company, through 21 successive profitable years, in various economic cycles, from inception in August 2002 to the present. Mr. Dale Francescon is licensed in the state of California as an attorney (inactive) and as a certified public accountant (inactive). Mr. Dale Francescon received his B.S. in Business Administration from the University of Southern California and a J.D. from Loyola University School of Law.

Qualifications 

Mr. Dale Francescon, as a co-founder of Century, is qualified to serve as a director due to his significant familiarity with our history and day-to-day operations, his expertise in the homebuilding industry, and his more than 30 years of experience operating real estate companies. In addition, as a result of his dual role as Chairman of the Board and Co-Chief Executive Officer, Mr. Dale Francescon provides unique insight into our future strategies, opportunities, and challenges and serves as a unifying element between the Board and our management. 

Other Public Company Boards

CurrentPast 5 Years
NoneNone

Century Communities, Inc. – 2024 Proxy Statement36


 

 

 Robert J.   

 Francescon

 Age 66 

 Director since 2013 

 Committees

     None

Background

Robert J. Francescon is our Co-Chief Executive Officer and President. He has served as:  

●   Co-Chief Executive Officer since August 2002  

●   President since April 2013; and  

●   Board member since April 2013.

He co-founded the Company and possesses a broad background in all facets of operating a real estate company, and has had direct responsibility for the acquisition, financing, development, architecture, construction, sale and management of various residential projects including land development, single-family homes, townhomes, condominiums and apartments. He has successfully managed the Company, through 21 successive profitable years, in various economic cycles, from inception in August 2002 to the present. He also has management experience working in a variety of financial institutions, including thrifts and the Federal Home Loan Mortgage Corporation. he received his B.S. in Business Administration from the University of Southern California. 

Qualifications
Mr. Robert Francescon, as a co-founder of Century, is qualified to serve as a director due to his significant familiarity with our history and day-to-day operations, his management experience in various business enterprises, and his more than 30 years of experience as a senior executive within the homebuilding industry.  In addition, as a result of his dual role as a director and Co-Chief Executive Officer, Mr. Robert Francescon provides unique insight into our future strategies, opportunities and challenges and serves as a unifying element between the Board and our management.
Other Public Company Boards
CurrentPast 5 Years
NoneNone


Patricia L.

Arvielo

Age 59 

Director since 2021 

Independent 

Committees

●     Audit  

●     Compensation  

●     Nominating and
Corporate Governance

Background

Patricia L. Arvielo is President and Co-Founder of New American Funding (one of the largest independent mortgage companies in the U.S.), a position she has held since 2003. She leads the company’s sales and operations efforts. She is an award-winning entrepreneur and adviser on several committees, including the Mortgage Bankers Association, the National Association of Hispanic Real Estate Professionals, and the Housing Counseling Federal Advisory Committee. At New American Funding, she founded the Latino Focus and New American Dream initiatives to identify and address challenges Hispanic and Black consumers face in their pursuit of homeownership and to enhance the quality of their lending experience. She frequently visits Washington, D.C. to lobby for the industry and homeowners, is a popular keynote speaker for mortgage events across the nation and was recognized by Ernst & Young as the 2016 EY Entrepreneur of The Year® Orange County.

Qualifications

Ms. Arvielo is qualified to serve as a director because of her vast knowledge of and experience within the real estate industry, her track record of successful execution, and her leadership within diverse communities. As a first-generation Hispanic American, Ms. Arvielo champions diversity, equity and inclusion.

Other Public Company Boards 

CurrentPast 5 Years
NoneWestern Alliance Bancorporation
 





Century Communities, Inc. – 2024 Proxy Statement37


 

John P.

Box 

Age 77 

Director since 2014 

Independent 

Committees

●     Audit  

●     Compensation  

●     Nominating and Corporate Governance 

Background

John P. Box is regional chairman of Newmark Group, Inc. (a world leader in commercial real estate, seamlessly powering every phase of the property life cycle), a position he has held since January 2013. Prior to this role, he held the following positions: 

●  President and Chief Executive Officer and owner of the Frederick Ross Company (the largest locally-owned commercial real estate service business in Colorado) from 1988 through 2012 during which the company diversified into several independent operating divisions and was active in commercial brokerage, consulting, and property management. 

●  Chief Executive Officer and principal owner of ARA (Apartment Realty Advisors, Denver’s largest apartment building and multifamily land brokerage company) from 2002 through 2014.

Mr. Box was recognized as honorary dean for 2002 by the University of Denver Franklin L. Burns School of Real Estate and Construction Management, and in 2001, he was awarded the 2000 NAIOP President’s Award for contributions to the real estate community. Earlier in his career, he was recognized four times by the Denver Board of REALTORS® as the recipient of the top commercial sales award for achieving the highest personal sales volume in the Denver area. Mr. Box served as Board Chair from 2004 to 2010 for Regis University and currently serves as a life trustee and is a former board chair of ONCOR International, a worldwide affiliation of real estate companies.

Qualifications

Mr. Box is qualified to serve as a director because of his extensive leadership within the real estate industry, his relationships with many executives at real estate companies, and his proven ability to successfully grow and diversify a real estate business. 

Other Public Company Boards
CurrentPast 5 Years
NoneNone

Keith R.

Guericke

Age 75 

Director since 2013 

Independent 

Committees

●     Audit  

●     Compensation  

●     Nominating and Corporate
Governance 

Background

Keith R. Guericke has served vice chairman of Essex Property Trust, Inc. (Essex) since 2002 and a director of Essex since June 1994. From 1988 through 2010, he served as President and Chief Executive Officer of Essex, retiring in January 2011. He joined Essex’s predecessor, Essex Property Corporation, in 1977 to focus on investment strategies and portfolio expansion, and prepared Essex for its initial public offering in 1994, and since then has overseen the significant growth of the Essex multifamily portfolio in supply-constrained markets along the West Coast. Prior to joining Essex, he began his career with Kenneth Leventhal & Company (a certified public accounting firm noted for its real estate expertise).

Qualifications

Mr. Guericke is qualified to serve as a director because of his extensive leadership experience at a publicly traded company, his expansive knowledge of the real estate industry, his strong relationships with many executives at real estate companies throughout the United States, and his expertise in accounting and finance.

Other Public Company Boards

CurrentPast 5 Years
Essex Property Trust, Inc.None





Century Communities, Inc. – 2024 Proxy Statement38


 

 

James M.

Lippman 

Age 66 

Director since 2013 

Independent 

Committees 

●     Audit  

●     Compensation 

●     Nominating and 

Corporate  

Background

James M. Lippman founded JRK Property Holdings (JRK) in 1991 and currently serves as its Chairman and Founder and prior to February 2023 served as its Chief Executive Officer. From an initial purchase of five multifamily properties, JRK has grown to a national leader in the commercial real estate sector. In 2011, JRK was featured as the 25th largest Multifamily Owner and Manager in the United States by the National Multifamily Housing Council and ranked 27th in the nation by Multifamily Executive Magazine. Mr. Lippman is actively involved with Cedar-Sinai Medical Center, where he serves as Chairman of the Board. Mr. Lippman currently serves on the board of trustees of Union College. He also worked on Wall Street for many years, where he traded equities, options, and commodities for proprietary investment accounts.

Qualifications

Mr. Lippman is qualified to serve as a director because of his extensive leadership experience within the real estate industry, his financial management expertise, and his extensive contacts with senior real estate executives throughout the United States.

Other Public Company Boards

Current
Past 5 Years
NoneNone

 

Elisa Zúñiga

Ramírez

Age 55

Director since 2023

Independent

Committees

●     Audit 

Background

Elisa Zúñiga Ramírez has over 30 years of experience in institutional investing with a proven history of value creation. Until her retirement in 2020, she was a Principal and Senior Portfolio Manager at Segall Bryant & Hamill, an employee-owned asset manager with $25 billion of assets under management and was previously a Partner and Senior Portfolio Manager at Denver Investments LLC. In addition to her portfolio management responsibilities, Ms. Zúñiga Ramírez covered numerous sectors and industries, including Consumer Cyclicals and Homebuilders.

Today, Ms. Zúñiga Ramírez is contributing her finance, audit, ESG and governance expertise to public and private boards. Ms. Zúñiga Ramírez serves as Independent Director, Chair of the ESG Committee, and Audit Committee member of Peoples Financial Services Corporation, and as an Independent Director and Audit Committee member of the Trust for Professional Managers, a $15 billion U.S. Bancorp Master Series Trust. Additionally, she is a graduate of Boardbound by Women’s Leadership Foundation and is an NACD Certified Director.

Qualifications

Ms. Zúñiga Ramírez is qualified to serve as a director because of her extensive leadership experience within the institutional investing industry, her financial management expertise, including being a CFA charterholder, and her extensive experience with climate-related risk frameworks and standards.

Other Public Company or Registered Investment Company Boards 

Current  

Peoples Financial Services Corporation  

Trust for Professional Managers

Past 5 Years  

None  

Century Communities, Inc. – 2024 Proxy Statement39


 

MAJORITY VOTE STANDARD AND RESIGNATION POLICY

Our Bylaws provide for a majority vote standard for uncontested director elections. Director nominees will be elected by a majority of the votes cast. A “majority of the votes cast” means that the number of votes cast “for” a director nominee exceeds the number of votes cast “AGAINST” such director nominee, with “abstentions” and “broker non-votes” not counted as a vote cast either “FOR” or “AGAINST” that nominee’s election. However, director nominees will be elected by a plurality of the votes cast in connection with a contested election, as defined in our Bylaws.

Pursuant to our Corporate Governance Guidelines, any incumbent director who is not elected to the Board in accordance with the Bylaws shall promptly tender a written offer of resignation as a director. The Nominating and Corporate Governance Committee will recommend to the Board whether to accept or reject the director’s resignation offer or take other action, and the Board will take action with respect to the offer no later than 90 days following certification of the election results and will publicly disclose its decision regarding the director’s resignation offer, if applicable, promptly thereafter. Any director whose resignation offer is under consideration will abstain from participating in any decision regarding that resignation offer.

Board Recommendation

The Board of Directors unanimously recommends that our stockholders vote “FOR” the election of Dale Francescon, Robert J. Francescon, Patricia L. Arvielo, John P. Box, Keith R. Guericke, James M. Lippman, and Elisa Zúñiga Ramírez to serve as members of the Board until the next annual meeting of stockholders and until their successors are duly elected and qualified.

The Board Recommends a Vote FOR Each Nominee for Director

 Century Communities, Inc. – 2024 Proxy Statement40


 

PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting Firm

The Audit Committee appointshas the sole authority and responsibility to hire, evaluate and, when appropriate, replace our independent registered public accounting firm, or independent auditor, and, in its capacity as a committee of the Board, is directly responsible for the appointment, compensation and general oversight of the work of the independent auditor. In this regard, the Audit Committee evaluates the qualifications, performance, and independence of our independent auditor and determines whether to re-engage the current auditor. As part of its evaluation, the Audit Committee considers, among other factors, the quality and efficiency of the services provided by the independent auditor, including the performance, technical expertise, and industry knowledge of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the audit firm; the auditor’s national capabilities relative to our business; the auditor’s knowledge of our operations; and the auditor’s fees. factors:

the quality and efficiency of the services provided by the independent auditor, including the performance, technical expertise, and industry knowledge of the lead audit partner and the audit team assigned to our account;

the overall strength and reputation of the audit firm;

the auditor’s national capabilities relative to our business;

the auditor’s knowledge of our operations;

the quality and candor of the auditor’s communications with the Audit Committee and management;

the independence of the auditor;

external data on audit quality and performance, including recent PCAOB reports on the auditor and its peer firms; and

auditor’s fees.

Upon consideration of these and other factors, the Audit Committee has appointed Ernst & Young LLP (E&Y) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2018.2024. E&Y has served as our independent auditor since 2013.

Stockholder ratification of the selection of E&Y as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board is submitting the appointment of E&Y to the stockholders for ratification as a matter of corporate practice. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain E&Y. Even if the selection is ratified by our stockholders, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Century and our stockholders.

A representative of E&Y is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

 Century Communities, Inc. – 2024 Proxy Statement41


 

Audit, Audit-Related, Tax, and Other Fees

The Audit Committee is responsible for approving the audit and permissible non-audit services provided by our independent auditor and the associated fees.

The fees billed for professional services provided by E&Y in 20172023 and 20162022 were:

Type of Fees
2017
2016
Audit Fees
$
1,684,790
 
$
1,242,765
 
Audit-Related Fees
 
0
 
 
0
 
Tax Fees
 
0
 
 
77,850
 
All Other Fees
 
2,130
 
 
2,130
 
Total Fees
$
1,686,920
 
$
1,322,745
 

In the above table, in accordance with the definitions of the SEC, “Audit Fees” consisted of fees for the audit of our consolidated financial statements included in our 2017 Annual Report, reviews of the unaudited financial statements included in our Quarterly Reports on Form 10-Q, and consultation concerning financial accounting and reporting standards, as well as services normally provided in connection with statutory and regulatory filings or engagements, comfort letters, consents and assistance with documents filed with the SEC. Audit Fees also included fees for the audit of the effectiveness of our internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. For 2017, Audit Fees also included fees associated with our senior note and equity offerings and our merger with UCP.

Type of Fees2023 2022 Description
Audit Fees$1,260,200 $1,157,500 Fees for the audit of our consolidated financial statements, reviews of our unaudited financial statements, and consultation concerning financial accounting and reporting standards, as well as services normally provided in connection with statutory and regulatory filings or engagements, comfort letters, consents, and assistance with documents filed with the SEC.  Also includes for the audit of the effectiveness of our internal control over financial reporting.
Audit-Related Fees 8,500  0 Fees for assurance and related services, including fees for services performed related to responding to SEC comment letters and capital market transactions.
Tax Fees 0  0 Fees billed for permissible tax consulting, planning, and compliance services.

All Other Fees 

 

0

 

 

17,346

 

Fees for 2022 consisted of work on the employee retention credit related to the CARES Act.

Total Fees

$

1,268,700

 

$

1,174,846

  

“Audit-Related Fees” consisted of fees for assurance and related services, including fees for services performed related to due diligence on acquisitions.

“Tax Fees” consisted of fees billed for permissible tax consulting, planning and compliance services.

“All Other Fees” consisted of subscription fees for Internet-based professional literature.

Pre-Approval Policies and Procedures

The Audit Committee has responsibilityis responsible for selecting, appointing, evaluating, compensating, retaining, and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established policies and procedures in its charter regarding pre-approval of any audit

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and non-audit service provided to Century by our independent registered public accounting firm and the fees and terms thereof. Briefly, any audit andor non-audit service provided to us by our independent registered public accounting firm must be pre-approved by the Audit Committee or the Chair of the Audit Committee.

The Audit Committee considered the compatibility of the provision of other services provided by E&Y with the maintenance of its independence. The Audit Committee approved all audit and non-audit services provided by E&Y in 20172023 and 2016.2022.

 Century Communities, Inc. – 2024 Proxy Statement42


 

Audit Committee Report

The Audit Committee issued the following report for inclusion in this Proxy Statementproxy statement and our 20172023 Annual Report:

1.The Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 20172023, with management of Century Communities, Inc., and with Century Communities, Inc.’s independent registered public accounting firm, Ernst & Young LLP.

2.The Audit Committee has discussed with Ernst & Young LLP those matters required byto be discussed under Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301, (CommunicationsCommunications with Audit Committees).Committees (AS 1301), and matters required to be discussed based on Securities and Exchange Commission requirements.

3.3.The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by the PCAOBwritten disclosures regarding Ernst & Young LLP’s communicationsindependence required by PCAOB Ethics and Independence Rule 3526, Communication with the Audit Committee concerning the accountant’s independence,Committees Concerning Independence, and has discussed with Ernst & Young LLP its independence from Century Communities, Inc. and its management.

4.4.Based on the review and discussions referenced to in paragraphs 1 through 3 above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended December 31, 20172023, be included in the Annual Report on Form 10-K for that year for filing with the SEC.Securities and Exchange Commission.

AUDIT COMMITTEE
Keith R. Guericke, Chair
Patricia L. Arvielo 
John P. Box
James M. Lippman
Elisa Zúñiga Ramírez

Board Recommendation

The Board of Directors unanimously recommends that our stockholders vote “FOR” ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.2024.

The Board Recommends a Vote FOR Proposal No. 2

 Century Communities, Inc. – 2024 Proxy Statement43

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PROPOSAL NO. 3

3:
ADVISORY VOTE ON EXECUTIVE COMPENSATION

Background

The Board is providing our stockholders with an advisory vote on our executive compensation pursuant to the Dodd-Frank Wall Street Consumer Protection Act (Dodd-Frank Act), and Section 14A of the Exchange Act. This advisory vote, commonly known as a say-on-pay vote, is a non-binding vote on the compensation paid to our named executive officers as set forth in the “Executive Compensation” sectionthis proxy statement. Approximately 93% of this Proxy Statement beginning on page 25, includingvotes cast at last year’s annual meeting of stockholders were in the “Compensation Discussion and Analysis,” the accompanying compensation tables and the corresponding narrative discussion and footnotes. This is our first say-on-pay vote. We were previously exempt from the say-on-pay requirements as a resultfavor of our prior status as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (JOBS Act).say-on-pay proposal.

Proposed Resolution and Reasons

Why You Should Vote in Favor of our Say-on-Pay Vote

Our Pay Philosophy

Our executive compensation program is generally designed to attract, retain, motivate, and reward highly qualified and talented executive officers that will enable us to drive long-term stockholder value. The underlying core principles of our executive compensation program include (i) aligning the interests of our executives with those of our stockholders and linking pay to performance by providing compensation opportunities that are tied directly to the achievement of financial performance goals and long-term stock price performance; and (ii) targeting fixed compensation between the market 25th percentile and market median and target performance-based award levels between the 25th percentile and the market median and maximum award levels at or above the market 75th percentile thereby emphasizing performance-based compensation elements, with superior performance resulting in above-market pay, and underwhelming performance resulting in below-market pay. include:

aligning the interests of our executives with those of our stockholders and linking pay to performance by providing compensation opportunities that are tied directly to the achievement of financial performance goals and long-term stock price performance;

targeting fixed compensation at the market median; and

targeting performance-based award levels at the market median, with potential to exceed the market median for above target performance and a range of possible payouts so that our competitive position could be above or below our stated strategy based on performance outcomes.

We believe this balance allows us to attract and retain the necessary executive talent while motivating and rewarding the accomplishment of annual and long-term financial performance goals and maintaining an appropriate cost structure.

Engagement and Responsiveness

We regularly seek stockholder input on our executive compensation program and then incorporate that feedback to further enhance the program. Some of the compensation related actions we have taken in response to stockholder feedback over the last several years are described in the “Compensation Discussion and Analysis.”

 Century Communities, Inc. – 2024 Proxy Statement44


 

Best Practices

Our compensation practices include many best pay practices that support our executive compensation objectives and principles and benefit our stockholders.

What We Do
What We Don’t Do
Structure our executive officer compensation so thatit is competitive and a significant portion of pay is at risk
No excessive perquisites
guaranteed salary increases
Emphasize long-term performance in our equity-based incentive awards
No repricing of stock options unless approved by stockholders
guaranteed bonuses
Use a mix of performance measures and caps on payouts
No discretionary bonuses
excessive perquisites
Require minimum vesting periods on equity awards
No tax gross-ups
current payment of dividends on unvested awards
Require a double-trigger for equity acceleration upon a change of control
No excise or other tax gross-ups
Maintain a competitive compensation package
No pledging of Century securities
Have robust stock ownership guidelines and stock retention requirements for executive officers
No short sales or derivative transactions in Century stock, including hedges
Provide forMaintain a clawback provisions
policy
No current paymentpledging of dividends on unvested awards
Century securities
Hold an annual say-on-pay voteNo repricing of stock options

We encourage our stockholders to read the “Executive Compensation—Compensation Discussion and Analysis,” beginning on page 25, which describes in detail our executive compensation program and the executive compensation decisions made by the Compensation Committee in 2017,for 2023, as well as the accompanying executive compensation tables and narratives that provide detailed information on the compensation of our named executive officers.

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We believe that our executive compensation program is competitive, focused on pay for performance, and strongly aligned with the long-term interests of our stockholders. The Compensation Committee believes that executive compensation for 20172023 was reasonable, appropriate, and justified by the performance of the Company and the result of a carefully considered approach. Accordingly, the

PROPOSED RESOLUTION

The Board recommends that our stockholders vote in favor of the say-on-pay vote as set forth in the following resolution:

RESOLVED, that our stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including in the “Compensation Discussion and Analysis,” the accompanying compensation tables and the corresponding narrative discussion and footnotes, and any related material disclosed in this Proxy Statement.proxy statement.

Stockholders are not voting to approve or disapprove the Board’s recommendation. As this is an advisory vote, the outcome of the vote is not binding on us with respect to future executive compensation decisions, including those relating to our named executive officers, or otherwise. The Compensation Committee and Board expect to take into account the outcome of the vote when considering future executive compensation decisions.

 Century Communities, Inc. – 2024 Proxy Statement45


 

NEXT SAY-ON-PAY VOTE

We expect to conduct a say-on-pay vote on an annual basis, with the next say-on-pay vote to occur at our 2025 Annual Meeting of Stockholders. We are also conducting a frequency of say-on-pay vote this year. See “Proposal No. 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.” Since a frequency of say-on-pay vote must be conducted every six years, we expect to conduct the next frequency of say-on-pay vote at our 2030 Annual Meeting of Stockholders.

Board Recommendation

The Board of Directors unanimously recommends that our stockholders vote “FOR” approval, on an advisory basis, of our executive compensation, or say-on-pay vote.

The Board Recommends a Vote FOR Proposal No. 3

 Century Communities, Inc. – 2024 Proxy Statement46

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PROPOSAL NO. 4

4:
ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Background

The Board is providing our stockholders with an advisory vote on the frequency of future advisory votes on executive compensation, or say-on-pay votes, such as that provided for in Proposal No. 3—Advisory Vote on Executive Compensation. This non-binding advisory vote on the frequency of future say-on-pay votes is required to be conducted every six years under Section 14A of the Exchange Act pursuant to the Dodd-Frank Act. This is our first frequency of say-on-pay vote. We were previously exempt from the say-on-pay requirements as a result of our prior status as an “emerging growth company” under the JOBS Act. The next required advisory vote on the frequency of future stockholder advisory votes on executive compensation will occur no later than the 2024 Annual Meeting of Stockholders.

Stockholders may indicate whether they prefer that we hold a say-on-pay vote every one year, every two years, everyor three years, or they may abstain from this vote.

Reasons For an Annual Say-on-Pay Vote Recommendation

REASONS FOR AN ANNUAL SAY-ON-PAY VOTE

After careful consideration, the Board, on the recommendation of the Compensation Committee, has determined that holding a say-on-pay vote every year isremains the best approach for Century and our stockholders at this time, and recommends that stockholders vote for future advisory votes on executive compensation to occur every year. WhileIn making this recommendation, the Board continues to believe that an annual say-on-pay vote is the most appropriate policy for our stockholders and the Company at this time. Although we recognize the potential benefits of having less frequent say-on-pay votes, we understand that an annual say-on-pay vote is currently the standard desired by many stockholders.

In addition, while our executive compensation program is designed to promote a long-term connection between pay and performance, the Board recognizes that executive compensation decisions are made annually and that an annual say-on-pay vote would:

align with our annual review of core elements of our executive compensation program;
allow stockholders to provide timely, direct input on our executive compensation philosophy, policies and practices as disclosed in our proxy statement each year; and
be consistent with our practice of seeking input and engaging in dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.

align with our annual review of core elements of our executive compensation program;

allow stockholders to provide timely, direct input on our executive compensation philosophy, policies and practices as disclosed in our proxy statement each year; and

be consistent with our practice of seeking input and engaging in dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.

Stockholders are not voting to approve or disapprove the Board’s recommendation. Instead, stockholders may indicate their preference regarding the frequency of future say-on-pay votes by selecting everyone year, every two years, or every three years. Stockholders that do not have a preference regarding the frequency of future say-on-pay votes may abstain from voting on the proposal.

The option of every year, every two years or every three years that receives the highest number of votes cast by our stockholders will reflect the frequency for future say-on-pay votes that has been selected by our stockholders. As this is an advisory vote, the outcome of the vote is not binding on us, and the Compensation Committee and the Board may decide that it is in the best interests of Century and our stockholders to hold a say-on-pay vote more or less frequently than the preference receiving the highest number of votes of our stockholders. However, the Compensation Committee and the Board value the opinions expressed by our stockholders in their vote on this proposal and expect to take into account the outcome of this vote when considering the frequency of future advisory votes on executive compensation.

 Century Communities, Inc. – 2024 Proxy Statement47


 

Board Recommendation

The Board of Directors unanimously recommends that our stockholders vote for a frequency of every EVERY ONE YEAR, on an advisory basis, for future advisory votes on executive compensation, or say-on-pay votes.

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STOCK OWNERSHIP

Significant Beneficial Owners

The table below sets forth information known to us as of March 15, 2018 as to entities that have reported to the SEC or have otherwise advised us that they are a beneficial owner, as defined by the SEC’s rules and regulations, of more than five percent of our outstanding common stock.

Class of Securities
Name and Address of
Beneficial Owner
Number of
Shares
Beneficially
Owned
Percentage of
Shares
Beneficially
Owned(1)
Common Stock
BlackRock, Inc.(2)
 
 
 
 
 
 
 
55 East 52nd St.
 
 
 
 
 
 
 
New York, NY 10055
 
2,276,323
 
 
7.7
%
 
 
 
 
 
 
 
 
Common Stock
Dale Francescon(3)
 
 
 
 
 
 
 
8390 East Crescent Parkway, Suite 650
 
 
 
 
 
 
 
Greenwood Village, CO 80111
 
2,052,667
 
 
6.9
%
 
 
 
 
 
 
 
 
Common Stock
Robert J. Francescon(4)
 
 
 
 
 
 
 
8390 East Crescent Parkway, Suite 650
 
 
 
 
 
 
 
Greenwood Village, CO 80111
 
1,922,904
 
 
6.5
%
 
 
 
 
 
 
 
 
Common Stock
Oaktree Value Equity Holdings, L.P., et al.(5)
 
 
 
 
 
 
 
333 S. Grand Avenue, 28th Floor
 
 
 
 
 
 
 
Los Angeles, CA 90071
 
1,819,003
 
 
6.1
%
 
 
 
 
 
 
 
 
Common Stock
Dimensional Fund Advisors LP(6)
 
 
 
 
 
 
 
Building One
 
 
 
 
 
 
 
6300 Bee Cave Road
 
 
 
 
 
 
 
Austin, TX 78746
 
1,546,024
 
 
5.2
%
(1)Percent of class is based on 29,644,097 shares of our common stock outstanding as of our record date, March 15, 2018.
The Board Recommends a Vote for every ONE YEAR for Proposal No. 4(2)Based solely on information contained in a Schedule 13G of BlackRock, Inc., a parent holding company, filed with the SEC on February 2, 2018, reflecting beneficial ownership as of December 31, 2017, with sole investment discretion with respect to 2,276,323 shares and sole voting authority with respect 2,234,692 shares. BlackRock, Inc. does not have shared voting or dispositive power over any of the shares.
(3)Based in part on information contained in a Schedule 13G/A filed by Dale Francescon with the SEC on February 14, 2018, reflecting beneficial ownership as of December 31, 2017. Includes 467,875 shares of our common stock directly owned by Dale Francescon and 1,579,762 shares of our common stock beneficially owned through Dale Francescon’s ownership interest in DF Century, LLC, an entity controlled by him. Also includes 5,030 shares of common stock issuable upon the vesting of restricted stock unit awards within 60 days of March 15, 2018.
(4)Based in part on information contained in a Schedule 13G/A filed by Robert J. Francescon with the SEC on February 14, 2018, reflecting beneficial ownership as of December 31, 2017. Includes 392,874 shares of our common stock directly owned by Robert J. Francescon and 1,525,000 shares of our common stock beneficially owned through Robert J. Francescon’s ownership interest in RJF Century, LLC, an entity controlled by him. Also includes 5,030 shares of common stock issuable upon the vesting of restricted stock unit awards within 60 days of March 15, 2018.
(5)Based solely on information contained in a Schedule 13G/A that was jointly filed with the SEC on February 9, 2018 by Oaktree Value Equity Holdings, L.P., Oaktree Value Equity Fund GP, L.P., Oaktree Value Equity Fund GP Ltd., Oaktree Value Equity Fund-SP, L.P., Oaktree Value Equity Fund-SP GP, L.P., Oaktree Capital Management, L.P., Oaktree Holdings, Inc., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Group, LLC, and Oaktree Capital Group Holdings GP, LLC (collectively, the Oaktree Entities) reflecting beneficial ownership as of December 31, 2017. Aggregate beneficial ownership reported by the Oaktree Entities is based on the direct ownership of 1,819,003 shares by Oaktree Value Equity Holdings, L.P. Oaktree Value Equity Holdings, L.P. beneficially owns more than 5% of the outstanding shares of our common stock.
(6)Based solely on information contained in a Schedule 13G of Dimensional Fund Advisors LP, an investment adviser, filed with the SEC on February 9, 2018, reflecting beneficial ownership as of December 31, 2017, with sole investment discretion with respect to 1,546,024 shares and sole voting authority with respect 1,477,074 shares. Dimensional Fund Partners LP does not have shared voting or dispositive power over any of the shares. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the Funds). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, Dimensional) may possess voting and/or investment power over the shares that are owned by the Funds, and may be deemed to be the beneficial owner of the shares held by the Funds. However, all shares are owned by the Funds. Dimensional disclaims beneficial ownership of such shares.

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Security Ownership by Management

The table below sets forth information known to us regarding the beneficial ownership of our common stock as of March 15, 2018 by:

each of our directors;
each of the individuals named in the “Summary Compensation Table” under “Executive Compensation” beginning on page 25; and
all of our directors and executive officers as a group.

To our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person, except as otherwise set forth in the notes to the table and subject to community property laws, where applicable. The number of shares beneficially owned represents the number of shares the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (i) the vesting of restricted stock units or the exercise of any option, warrant or right; (ii) the conversion of a security; (iii) the power to revoke a trust, discretionary account or similar arrangement; or (iv) the automatic termination of a trust, discretionary account or similar arrangement. The address for all beneficial owners in the table below is 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111.

Class of Securities
Name of
Beneficial Owner
Title / Position
Number of
Shares Beneficially Owned(1)
Percentage
of Shares
Beneficially
Owned(2)
Common Stock
Dale Francescon(3)
Chairman of the Board and Co-Chief Executive Officer
 
2,052,667
 
 
6.9
%
Common Stock
Robert J. Francescon(4)
Co-Chief Executive Officer, President and Director
 
1,922,904
 
 
6.5
%
Common Stock
John P. Box
Director
 
27,750
 
 
 
*
Common Stock
Keith R. Guericke
Director
 
14,833
 
 
 
*
Common Stock
James M. Lippman
Director
 
16,250
 
 
 
*
Common Stock
David L. Messenger
Chief Financial Officer and Secretary
 
94,379
 
 
 
*
Common Stock
All directors and executive officers as a group
(6 persons)
 
 
4,128,783
 
 
13.9
%
*Indicates beneficial ownership of less than 1% of the total outstanding common stock.
(1)Includes for the persons listed below the following shares of common stock subject to unvested restricted stock awards which will vest within 60 days of March 15, 2018 or shares of common stock issuable upon the vesting of restricted stock unit awards within 60 days of March 15, 2018:
Name
Number of Shares of
Restricted Stock
Number of Restricted
Stock Units
Dale Francescon
 
 
 
5,030
 
Robert J. Francescon
 
 
 
5,030
 
John P. Box
 
1,717
 
 
3,188
 
Keith R. Guericke
 
1,717
 
 
3,188
 
James M. Lippman
 
1,717
 
 
3,188
 
David L. Messenger
 
 
 
1,874
 
(2)Percent of class is based on 29,644,097 shares of our common stock outstanding as of our record date, March 15, 2018.
(3)Based in part on information contained in a Schedule 13G/A filed by Dale Francescon with the SEC on February 14, 2018, reflecting beneficial ownership as of December 31, 2017. Includes 467,875 shares of our common stock directly owned by Dale Francescon and 1,579,762 shares of our common stock beneficially owned through Dale Francescon’s ownership interest in DF Century, LLC, an entity controlled by him. See also note (1) above.
(4)Based in part on information contained in a Schedule 13G/A filed by Robert J. Francescon with the SEC on February 14, 2018, reflecting beneficial ownership as of December 31, 2017. Includes 392,874 shares of our common stock directly owned by Robert J. Francescon and 1,525,000 shares of our common stock beneficially owned through Robert J. Francescon’s ownership interest in RJF Century, LLC, an entity controlled by him. See also note (1) above.

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Stock Ownership Guidelines

We have established stock ownership guidelines that are intended to further align the interests of our directors and named executive officers with those of our stockholders. The stock ownership guidelines for our non-employee directors and named executive officers are as follows:

Position
Guideline
Non-Employee Director
3x annual cash retainer
Co-Chief Executive Officers
6x annual base salary
Other Named Executive Officers
3x annual base salary

Each director and named executive officer has five years from the date of appointment or hire or, if the ownership multiple has increased during his tenure, five years from the date established in connection with such increase to reach his stock ownership targets. Until the applicable stock ownership target is achieved, each director and Co-Chief Executive Officer subject to the guidelines is required to retain an amount equal to 100% of the net shares received as a result of the vesting of restricted stock awards or restricted stock unit awards and other named executive officers are required to retain an amount equal to 60% of the net shares received as a result of the vesting of restricted stock awards or restricted stock unit awards. All of our directors and named executive officers are in compliance with our stock ownership guidelines.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and the NYSE. Executive officers, directors and greater than 10% stockholders are required to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based on the information furnished by the reporting persons, we believe that all Section 16(a) filing requirements applicable to our executive officers, directors, and greater than 10% stockholders were complied with on a timely basis during the year ended December 31, 2017, except that each of Dale Francescon, Robert J. Francescon and David L. Messenger filed one late report on Form 4 reporting the receipt of a restricted stock unit award.

 Century Communities, Inc. – 2024 Proxy Statement48

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TABLE OF CONTENTSCOMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE OFFICERS

We have three executive officers: Dale Francescon, Robert J. Francescon and David L. Messenger. Below is information regarding our executive officers as of March 15, 2018. There are no family relationships among any of our executive officers or directors, except for Dale Francescon and Robert J. Francescon, who are brothers.

Name
Age
Position with Century

This section (CD&A) discusses our executive compensation program and plans for our Named Executive Officers, or “NEOs”:

Dale Francescon

65

Chairman of the Board and Co-Chief Executive Officer

Robert J. Francescon

60

Co-Chief Executive Officer President and Director

President

David LL. Messenger

47

Former Chief Financial Officer and Secretary

We sometimes refer to these individuals collectively as our named executive officers or “NEOs,” our Co-Chief Executive Officers collectively as our “Co-CEOs” and individually as our “Co-CEO” and our former Chief Financial Officer as our “former CFO.”

This CD&A should be read together with the related tables and disclosures that follow.

Century Communities, Inc. – 2024 Proxy Statement49

Executive Summary

Who We Are

Century Communities, Inc. is a leading national U.S. homebuilder. We are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 18 states across the United States. We market and sell homes under both the Century Communities and Century Complete brands. As of December 31, 2023, we operated in the 18 states and over 45 markets depicted below. We also offer title, insurance, and lending services in select markets.

 

Since 2018, positive macro-economic conditions, along with our operating efficiencies, business strategy and geographic expansion through the acquisition of other homebuilders and organic entrances into new markets has resulted in significant increases in home sale deliveries, total revenues, net income, and total stockholders’ equity.

 

 

Century Communities, Inc. – 2024 Proxy Statement50

2023 Business Highlights

Highlights of our achievements for 2023, include:

FINANCIAL

$3.6 billion

Home Sales Revenues

Achieved $3.6 billion in home sales revenues, exceeding our guidance for the year

22.4 percent

Net Homebuilding Debt to Net Capital*

Net homebuilding debt to net capital decreased to 22.4% as of December 31, 2023, our lowest year end level in our history as a public company

$91.14 share

Stock Price per Share

Stock price per share increased by over 82% on a year-over-year basis to a year end record of $91.14 as of December 31, 2023

$75.12 share

Book Value per Share

Book value per share increased by 11% on a year-over-year basis to a record of $75.12 as of December 31, 2023

$0.92 share

Cash Dividend

Increased quarterly cash dividend to $0.23 per share in March 2023 from $0.20 per share, a 15% increase, to a total of $0.92 per share for the year ended December 31, 2023

Dale Francescon. Mr. Dale Francescon has served as our Co-Chief Executive Officer since August 2002 and as the Chairman of our Board of Directors since April 2013. Mr. Dale Francescon possesses a broad background in all facets of operating a real estate company, and has had direct responsibility for the acquisition, financing, development, construction, sale and management of various residential projects including land development, single-family homes, townhomes, condominiums and apartments. Mr. Dale Francescon has successfully managed the Company, through successive profitable years, in various economic cycles, from inception in August 2002 to the present. Mr. Dale Francescon is actively involved in various civic and professional organizations. Mr. Dale Francescon is licensed in the state of Colorado as a real estate broker (inactive) and in the state of California as an attorney (inactive) and a certified public accountant (inactive). Mr. Dale Francescon received his B.S. in Business Administration from the University of Southern California and a J.D. from Loyola University School of Law.

Robert J. Francescon. Mr. Robert Francescon has served as our Co-Chief Executive Officer since August 2002, as President since April 2013 and as a member of our Board of Directors since April 2013. Mr. Robert Francescon possesses a broad background in all facets of operating a real estate company, and has had direct responsibility for the acquisition, financing, development, architecture, construction, sale and management of various residential projects including land development, single-family homes, townhomes, condominiums and apartments. Mr. Robert Francescon has successfully managed the Company, through successive profitable years, in various economic cycles, from inception in August 2002 to the present. Mr. Robert Francescon also has management experience working in a variety of financial institutions, including thrifts and the Federal Home Loan Mortgage Corporation. Mr. Robert Francescon is actively involved in various civic and professional organizations. Mr. Robert Francescon received his B.S. in Business Administration from the University of Southern California.

David L. Messenger. Mr. Messenger has served as our Chief Financial Officer since June 2013. Mr. Messenger has extensive experience in finance and accounting for real estate companies. His direct responsibilities are overseeing all accounting, finance, capital markets, risk management and financial planning and analysis. Prior to his tenure at Century, Mr. Messenger was at UDR, Inc., a publicly traded multifamily real estate investment trust, from August 2002 to May 2012, most recently as Chief Financial Officer. From June 2012 to February 2013, Mr. Messenger served as an independent consultant for UDR, Inc. Mr. Messenger is licensed in the State of Virginia as a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants and the Virginia Society of Certified Public Accountants. Mr. Messenger received a B.B.A. and M.A. in Accounting from the University of Iowa.OPERATIONAL

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) addresses the principles underlying our policies and decisions with respect to the compensation of our executive officers who are named in the “Summary Compensation Table” and material factors relevant to these policies and decisions. This CD&A should be read together with the related tables and disclosures that follow.

Our named executive officers for the year ended December 31, 2017 were:

Named Executive Officer251
Title

Selling Communities

Year-end selling communities of 251 increased 21% year-over-year

Dale Francescon
9,568
Chairman

Home Deliveries

Delivered 9,568 homes, exceeding guidance as we continued to benefit from improved cycle times and increased levels of the Board and Co-Chief Executive Officer

home starts

Robert J. Francescon
73,720
Co-Chief Executive Officer

Lots Owned

We have continued to strategically manage our lot pipeline, resulting in 73,720 lots owned and President

controlled at December 31, 2023, a 38.8% increase as compared to December 31, 2022

David L. Messenger
92%
Chief Financial Officer and Secretary

Entry-Level Homes

Of the 9,568 homes delivered during 2023, approximately 92% of our deliveries were made to entry-level homebuyers that were below Federal Housing Administration-insured mortgage limits

We sometimes collectively refer to these three individuals are our named executive officers or “NEOs.” In addition, we sometimes collectively refer to our Co-Chief Executive Officers as our “Co-CEOs” and individually as our “Co-CEO” and sometimes refer to our Chief Financial Officer as our “CFO.”STRATEGIC

Executive Summary

We believe that the primary goal of executive compensation is to align the interests of our executive officers with those of our stockholders in a way that allows us to attract and retain the best executive talent. We have adopted compensation policies with respect to, among other things, setting base salaries, awarding bonuses and making future grants of equity awards to our executive officers. The Compensation Committee has designed a compensation program that is intended to reward factors that create favorable stockholder returns, stock appreciation, Century’s competitive position within the homebuilding industry and each executive officer’s long-term career contributions to Century. The compensation components designed to further these goals take the form of base salary, short-term annual cash incentive compensation, as well as long-term equity incentives measured by Company and/or individual performance targets as established by the Compensation Committee.

Fiscal 2017 Business Highlights

Below are operational and financial highlights for 2017. Some of these highlights include non-GAAP financial measures, the calculation of which are described below under “—Named Executive Officer Compensation.”

Properly Incentivized Homes with Near-Term Completions to Turn Inventories

Given the volatility of interest rates in 2023, we prioritized our sales efforts on properly incentivizing homes with near-term completions to turn inventories

Completed UCP Acquisition. We expanded our geographical footprint as a result

Increased Spec Builds

99% of our acquisitiontotal home deliveries were spec builds compared to 96% of UCP, Inc. (UCP)total deliveries in August 2017. With the addition of UCP, Century’s reach now includes the states of California, Washington, Nevada, Utah, Colorado, Texas, Tennessee, Georgia, North Carolina2022

Continued Focus on Entry Level and South Carolina.Move-in-Ready/Spec Home Construction

Our focus on spec homes allowed us to more easily monetize land, produce homes more efficiently and turn inventories more quickly, while allowing buyers to purchase quick-move-in homes and lock in mortgage rates

Completed Sundquist Homes Acquisition. We completed the acquisition *See Appendix A for a reconciliation of Sundquist Homes in October 2017, strengthening our presence and enhancing operating efficiencies in the Seattle, Washington market.non-GAAP financial measures to most comparable measures under U.S. GAAP.
Achieved Over $1.0 Billion in Revenue. We exceeded targeted revenue by over 30%; targeted revenue was $1,088 million while actual revenue achieved was $1,424 million. This represented an increase of 44% from 2016 revenue of $994.4 million.

Century Communities, Inc. – 2024 Proxy StatementExceeded Adjusted EBITDA Target. We exceeded projected non-GAAP adjusted EBITDA, as adjusted further to exclude transaction expenses and bonuses, by over 10%; targeted adjusted EBITDA was $110.7 million vs. actual non-GAAP adjusted EBITDA of $122.7 million. Actual non-GAAP adjusted EBITDA increased by over 24% over the prior year adjusted EBITDA of $98.6 million.
Exceeded Budgeted Number of Closings. We exceeded the budgeted number of closings for 2017. Century’s projections targeted 3,106 closings, while Century achieved 3,640 closings in 2017—exceeding projections by over 17%. Additionally, year-over-year closings increased by 29% from 2,825 closings in 2016.51

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20172023 Compensation Actions and Outcomes

One of our key executive compensation objectives is to link pay to performance by aligning the financial interests of our executives with those of our stockholders and by emphasizing pay for performance in our compensation programs. Fiscal 20172023 compensation actions and incentive plan outcomes based on the performance described above isare summarized below:

Pay Element
20172023 Actions
Base Salary
Co-CEOs received a●     No base salary increase of 6.25%
increases for our Co-CEOs or former CFO occurred during 2023.
Short-Term Incentive
CFO received a

●     The threshold, target and maximum short-term incentive award opportunities for 2023 were the same as in 2022 and were 175%, 350% and 700% of base salary, increaserespectively, for our Co-CEOs and 125%, 250% and 500% of 5.56%

Short-Term Annual Incentive
Payouts were 200% of target, which is the maximum payout level, based on fiscal 2017 performance:
— For the Co-CEOs,base salary, respectively, for our former CFO. 

●     Performance metrics were revenue (20%), EBITDA, as adjusted (60%), and closings (20%) for our Co-CEOs and former CFO.

●     Actual performance exceeded maximum all three performance metrics:

 MetricThresholdTargetMaximumActual 
 Revenue$2.7 bil.$   3.0 bil.$   3.3 bil.$   3.7 bil. 
 EBITDA, as adjusted*235.2 mil.$261.3 mil.$287.4 mil.$   431.3 mil. 
 Closings6,9377,7088,4799,568 

* Non-GAAP financial measure. See page 101 for calculation.  
— For the CFO, metrics were revenue and quantifiable individual goals
Long-Term Incentives
Restricted

●     The target long-term incentive award opportunities for 2023 for our Co-CEOs and former CFO were the same as in 2022.

●     Our 2023 long-term incentive program consisted of 100% performance share unit awards, which may vest and be paid out in shares of our common stock unit (RSU)dependent upon the achievement of a cumulative adjusted pre-tax income goal for the years 2023-2025. 

●     All net shares issued in settlement of the PSU awards were grantedare subject to a one-year mandatory holding period.

●     Our NEOs received a PSU payout in February 20172024 under our 2021 PSU awards based primarily on the achievement, at maximum payout level, of a previously established adjusted pre-tax income goal for 2016 – these RSU awards vest on the one-year anniversary of the grant date

RSU awards were granted in February 2018 based primarily on the achievement, at maximum with kicker payout level, of a previously established pre-tax income goal for 2016 and 2017 – these RSU awards vest on the one-year anniversary of the grant date
While the Compensation Committee reserved the right to factor in additional performance criteria in determining these RSU awards, no additional adjustments were made to these grants
The February 2017 and 2018 RSU awards were part of a plan to transition our LTI program to RSU awards based primarily on the achievement of previously established performance goals over a three-year performance period. Accordingly, in March 2017, the Compensation Committee established LTI award opportunities for our NEOs to be paid in RSU awards potentially to be granted in early 2020 based primarily on the achievement of a previously established pre-tax income goal for the three-year period endingended December 31, 2019, subject to the right of the Compensation Committee to factor in additional performance criteria – these RSU awards, if granted, will vest on the one-year anniversary of the grant date
In addition to the February 2017 RSU awards, RSU awards were granted in March 2017 to bring the NEOs’ target LTI opportunity closer to our target positioning – these RSU awards vest over three years in equal annual installments
2023:  

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Compensation Highlights and Best Practices

Our compensation practices include many best pay practices that support our executive compensation objectives and principles, and benefit our stockholders.

What We Do

Metric

Threshold

Target

What We Don’t DoAbove-Target

Maximum

Actual

Structure our executive officer compensation so that a significant portion of pay is at risk
Adjusted pre-tax income*
$831.5 mil.
$914.6 mil.$997.8 mil.$1,080.9 mil.$1,766.9 mil.
No excessive perquisites
*Non-GAAP financial measure. See page 101 for calculation.  
Other Compensation Related Actions
Emphasize long-term performance

●     Approximately 93% of votes cast at our 2023 Annual Meeting of Stockholders were in favor of our equity-based incentive awards

No repricing of stock options unless approved by stockholders
Use a mix of performance measuresannual say-on-pay vote.

●     David L. Messenger, our former Chief Financial Officer, voluntarily resigned effective March 22, 2024, and caps on payouts

No discretionary bonuses
Require minimum vesting periods on equity awards
No tax gross-ups
Require double-trigger for equity acceleration upon a change of control
No excise tax gross-ups
Maintain a competitive compensation package
No pledging of Century securities
Have robust stock ownership guidelines and stock retention requirements for executive officers
No short sales or derivative transactions in Century stock, including hedges
Provide for clawback provisions
No current payment of dividends on unvested awards
J. Scott Dixon became Interim Chief Financial Officer.

Century Communities, Inc. – 2024 Proxy Statement52

 

Compensation Philosophy

Given the small size of Century’s executive team, each executive has assumed responsibilities beyond what is generally found for similar executives in comparable companies. Many of these additional responsibilities directly impactbenefit the growth of Century. Further, Century emphasizes performance-based compensation elements, with superior performance resulting in above-market pay, and underwhelming performance resulting in below-market pay. As such, the Compensation Committee has determined that fixed compensation (i.e.(i.e., base salary) should be targeted betweenat the market 25th percentile and market median, with performance-based incentive compensation opportunities resulting in total direct compensation that ranges from well below the market median to the top quartile of the market (based on performance). The Compensation Committee has determined that target award levels will align total direct compensation between the market 25th percentile and the market median, and maximum award levels will align total direct compensation at or above the market 75th percentile.median.

Say-on-Pay Vote

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At our 2023 Annual Meeting of Stockholders, approximately 93% of the votes cast by our stockholders on our advisory say-on-pay proposal were in favor of the proposal. We believe these favorable results affirmed stockholder support of our approach to executive compensation and did not believe it was necessary to, and, therefore, did not, make any significant structural changes to our executive compensation program in response to the say-on-pay vote results.

OUR ENGAGEMENT AND RESPONSIVENESS

We regularly seek stockholder input on our executive compensation program and then incorporate that feedback to further enhance the program. Some of the compensation related actions we have taken in response to stockholder feedback over the last several years are described below.

What We HeardWhat We Did
Align the interest of executive officers with those of stockholders.

We adopted stock ownership and retention guidelines to ensure that the interests of our NEOs would be closely aligned with those of our stockholders. All NEOs are in compliance with our guidelines.

We also adopted an anti-hedging/pledging policy.

Dale Francescon and Robert J. Francescon beneficially own 6.1% and 5.2%, respectively, of our outstanding common stock, and together beneficially own 11.3% of our outstanding common stock.

Emphasize long-term incentives.Our long-term incentive program provides for significant LTI opportunities for our executives, which for 2023 constituted 53% of our Co-CEOs target total direct compensation and 47% for our former CFO, and comprised of 100% performance share unit awards, which have a three-year performance period and then a one-year holding period on the shares issued in settlement of the PSU awards.
Emphasize performance-based compensation.90% of our Co-CEO target compensation and 85% of our former CFO target compensation for 2023 is performance-based compensation.

Century Communities, Inc. – 2024 Proxy Statement53


 

What We HeardWhat We Did
Increase disclosure on executive compensation, including long-term incentives and stock ownership.Each year, we have increased and improved our executive compensation disclosure, with an eye towards transparency and readability.  Our Compensation Discussion and Analysis reflects these increased disclosures.
Ensure the recovery of incentive compensation based on incorrect calculations that resulted in a financial restatement.In 2023, we strengthened our clawback policy to provide for a mandatory clawback of incentive compensation paid to current and former executives under certain circumstances.

Compensation Highlights and Best Practices

Our compensation practices include many best pay practices that support our executive compensation objectives and principles, and benefit our stockholders.

What We DoWhat We Don’t Do
    Structure our executive officer compensation so it is competitive and a significant portion of pay is at risk    No guaranteed salary increases
    Emphasize long-term performance in our equity-based incentive awards    No guaranteed bonuses
    Use a mix of performance measures and caps on payouts    No excessive perquisites
    Maintain a clawback policy    No current payment of dividends on unvested awards   
    Require a double-trigger for equity acceleration upon a change of control    No repricing of stock options
    Have robust stock ownership guidelines and stock retention requirements for executive officers    No short sales or derivative transactions in Century stock, including hedges
    Require minimum vesting periods on equity awards    No pledging of Century securities
    Hold an annual say-on-pay vote    No excise or other tax gross-ups

NEO Stock Ownership Guidelines

We have established stock ownership guidelines that are intended to further align the interests of our NEOs with those of our stockholders. Not only are all of our NEOs in compliance with our stock ownership guidelines, but each of them beneficially own a significant amount of our outstanding common stock, as indicated in the table below, which is as of December 31, 2023.

Named Executive Officer

Target Stock Ownership as a

Multiple of Base Salary

In Compliance?Beneficial Ownership %
Actual Stock Ownership as a
Multiple of Base Salary
Dale Francescon6xYes6.1%119x
Robert J. Francescon6xYes5.2%96x
David L. Messenger3xYesLess than 1%17x

Century Communities, Inc. – 2024 Proxy Statement54


 

Elements of Our Executive Compensation Program

During 2017,2023, our executive compensation program consisted of the followingseveral key elements: base salary, short-term incentive, long-term incentiveselements, which are described in the form of restricted stock unit awards, perquisites and retirement benefits. The following table provides some ofbelow along with the key characteristics of, and the purpose for, each element.element and key 2023 changes.

Element
Key Characteristics
Purpose
Base Salary
   
(Fixed, Cash)
A fixed amount, paid in cash periodically throughout the year and reviewed annually and, if appropriate, adjusted.
Provide a source of fixed income that is market competitive and reflects scope and responsibility of the position held.
— For the Co-CEOs, base salary increase was 6.25%
— For the CFO, base salary increase was 5.56%
Short-Term Incentive (STI)
   
(Variable, Cash)
A variable, short-term element of compensation that is payable in cash based on achievement of key pre-established annual corporate financial goals, and for our CFO, individual goals.
Motivate and reward our executives for achievement of annual financial and other goals intended to achieve our annual business plan objectives.
— For the Co-CEOs, 2017 metrics were revenue, EBITDA, and closings
— For the CFO, 2017 metrics were revenue and quantifiable individual goals
— 2017 payouts were 200% of target, which is the maximum payout level, based on fiscal 2017 performance:
Metric
Target
Actual
Revenue
$1,088 mil.
$1,424 mil.
Adjusted EBITDA
$110.7 mil.
$122.7 mil.
Closings
3,106    
3,640    

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Element
Key Characteristics
Purpose
Key 2023 Changes

Base Salary

(Fixed, Cash)

A fixed amount that is paid in cash periodically throughout the year and reviewed annually and, if appropriate, adjusted.Provides a source of fixed income that is market competitive and reflects scope and responsibility of the position held.No changes.

Short-Term Incentive (STI)

(Variable, Cash)

A variable, short-term element of compensation that is payable in cash, based on achievement of key pre-established annual corporate financial goals, and sometimes for our CFO, individual goals.  Motivates and rewards our executives for achievement of annual financial and other goals intended to achieve our annual business plan objectives.The threshold, target and maximum STI opportunities for our NEOs were the same as in 2022.

Long-Term Incentives (LTI)(LTI)

(Variable, Performance Share Unit or Restricted Stock Unit Awards)

A variable, long-term element of compensation that is provided either solely in the formPSU awards or a mix of RSUPSU awards whichand time-vested restricted stock unit (RSU) awards.

The PSU awards vest and are based primarilypaid out in shares of our common stock on a one-for-one basis upon the achievement of previously establisheda three-year cumulative performance goals over specified performance periods. The Compensation Committee also may adjust the sizegoal. RSU awards, if granted, are based on target levels of achievement and vest in three equal annual installments. Net shares issued in settlement of the RSU award and/or grant additional RSUPSU awards based on any other individual and Company performance factors it deems important at the time of grant and/orare subject to bring an NEO’s target LTI opportunity closer to our target positioning.

a one-year mandatory holding period.

AlignAligns the interests of our executives with our stockholders; encourageencourages our executives to focus on long-term company financial performance measures that are deemed strategically and operationally important to our Company; promotepromotes retention of our executives; and encourageencourages significant ownership of our common stock.
RSU awards were granted to our NEOs in February and March 2017.
— The RSU awards granted in February 2017 were based primarily on the achievement, at maximum payout level, of a previously established adjusted pre-tax income goal for 2016. These awards vest on the one-year anniversary of the grant date.
Metric
Target
Actual
Pre-tax income
$68.0 mil.
$80.8 mil.
— The RSU awards granted in March 2017 were intended to bring the NEOs’ LTI opportunity closer to our target positioning – these awards vest over three years in equal annual installments.
RSU awards were recently granted to our NEOs in February 2018, which were based in part on 2017 performance. These RSU awards were based primarily on the achievement, at maximum with kicker payout level, of a previously established pre-tax income goal for 2016 and 2017. These awards vest on the one-year anniversary of the grant date.
Metric
Target
Actual
Pre-tax income
$142.8 mil.
$196.1 mil.
While the Compensation Committee reserved the right to factor in additional performance criteria in determining the February 2017 and 2018 RSU awards, no additional adjustments were made to these grants.
The February 2017 and 2018 RSU awards were part of a plan to transition ourOur LTI program to RSUconsisted of 100% PSU awards, based primarily onwith the achievement of previously established performance goals over a three-year performance period. Accordingly, in March 2017, the Compensation Committee established LTI award opportunities for our NEOs to be paidremaining the same as in RSU awards potentially to be granted in early 2020 based on the achievement of a previously established pre-tax income goal for the three-year period ending December 31, 2019, subject to the right of the Compensation Committee to factor in additional performance criteria. These grants, if made, will vest on the one-year anniversary of the grant date.

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Element
Key Characteristics
Purpose
2022.
Perquisites
Includes an automobile and cell phone allowance, and term life insurance.
insurance, and aircraft time sharing arrangements.
AssistAssists in allowing our executives to more efficiently utilize their time and support them in effectively contributing to our Company success.
No changes.
Retirement Benefits
Includes a qualified defined contribution retirement plan with a discretionary Company match.
ProvideProvides an opportunity for employees to save and prepare financially for retirement.
No changes.

We describe each key element of our executive compensation program in more detail in the following pages, along with the compensation decisions made in 2017. The compensation paid to our NEOs is governed, in part, by written employment agreements with them, which are described below under “—Employment and Other Agreements with NEOs.2023.

Pay-for-Performance

Century Communities, Inc. – 2024 Proxy Statement55


 

Pay for Performance and Pay Mix

We seek to motivate management to achieve improved financial performance of our Company through bonusincentive plans that reward higher performance with increased bonusesincentive payouts and hold management accountable for financial performance that falls below targeted levels by paying reduced bonuses.or no incentive payouts. Accordingly, in general, our executive compensation program emphasizes variable, at-risk, pay elements as a significant portion of each NEO’s total compensation package.

The breakdown of variable, at-risk, pay (broken out between target annual short-term incentives and long-term incentives) compared to fixed pay (i.e.(i.e., base salary) reported for 2017 in the Summary Compensation Table for our Co-CEOs and former CFO is as follows:


Named Executive Officer Compensation

Century has been jointly led by our Co-CEOs since our founding in 2002. The Board views this executive structure as optimal for our Company and not a temporary, transitional or duplicative arrangement. Our Co-CEOs were the two founders of Century and share an aligned vision for the tone, direction and growth of the Company.

Given the trust and confidence that has been developed between our Co-CEOs over the extended period this structure has been in place, these roles are not duplicative, but rather allow each individual to focus his efforts in areas of specific expertise. Further, we have a small number of executive officers, and, due to the absence of other positions typically found on leadership teams, such as a Chief Operating Officer or an Executive Chair, our Co-CEOs take on additional responsibilities and perform tasks that would normally not be required of a CEO. As such, when determining compensation for our two Co-CEOs, the Compensation Committee takes into account the individual value that each Co-CEO brings to the Company, the broad range of responsibilities and duties that are shared between them, and the demonstrated track record of success that has resulted from this structure.

Base Salary

Purpose: Base salary is designed to compensate our NEOs at a fixed level of compensation that provides some financial certainty and security for our NEOs, and also serves as a retention tool throughout the executive’s career.

Competitive Positioning: Our strategy has been to set base salary at around the market median of our peers. In setting base salaries,addition, the Compensation Committee considers many factors, including each executive’s roles and responsibilities, unique skills, future potential with Century, salary levels for

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similar positions in our market and internal pay equity. While a Co-CEO executive structure is not commonly found in the marketplace, we believe our leadership structure is appropriate in light of our historical growth and expected future development. Further, the absence of other leadership positions within Century’s executive team, such as a Chief Operating Officer, that are otherwise generally found on the leadership teams of other companies, requires our executives to perform multiple roles and take on additional responsibilities that would otherwise not be required of CEOs. As such, when determining compensation amounts for the year, the Compensation Committee takes into account the fact that Century has two Co-CEOs who each perform a broad range of duties which would generally be spread over a number of executive positions as described above.

Century Communities, Inc. – 2024 Proxy Statement56


 

Our goal is to target between the 25thmarket percentile and median as our strategic target for base salary. We review each executive’s base salary and performance every year to determine whether base salary should be adjusted. Along with individual performance, we also consider movement of salary in the market, as well as our financial results from the prior year to determine appropriate salary adjustments. Under their employment agreements, the base salaries of our Co-CEOs may not be adjusted downward.

While the Compensation Committee applies general compensation concepts when determining the competitiveness of our executives’ salaries, the Compensation Committee generally considers base salaries as being competitive when they are within approximately 10% of the stated market target.

20172023 Review: The Compensation Committee reevaluated NEO compensation relative to the market data in early 2017 and determined to increaseFor 2023, the base salaries for our NEOs were the same as in 2022 and were as follows:

Named Executive Officer
2016 Base Salary
($)
2017 Base Salary
($)
Change
(%)
Dale Francescon
 
800,000
 
 
850,000
 
 
6.25
%
Robert J. Francescon
 
800,000
 
 
850,000
 
 
6.25
%
David L. Messenger
 
450,000
 
 
475,000
 
 
5.56
%

Named Executive Officer2022 Base Salary ($)2023 Base Salary ($)Change (%)
Dale Francescon1,000,0001,000,0000%
Robert J. Francescon1,000,0001,000,0000%
David L. Messenger   750,000   750,0000%

Short-Term Incentive—Incentive – Annual Cash Bonus

Purpose: Our short-term incentive, or annual cash bonus program, is designed to reward the achievement of specific annual financial and operational objectives. Annual cash bonuses are designed to incentivize our NEOs at a variable level of compensation based on Century’s performance, as well as, in the case of our CFO, individual performance.

Competitive Positioning: Our strategy ishas been to target short term incentives at a point between the market 25median and 75th percentile of actual peer payouts, depending on our prior year performance. Short term incentive amounts greater than target can be earned for actual performance above target and market median for short-term incentivesamounts less than target can be earned for performance that meets expected levels and to target total cash compensation (base salary plus target STI) between the market 25th percentile and market median. We have established a range of possible payouts under the plan so that our competitive position could be above or below our stated strategy based on performance outcomes.target.

Plan Mechanics: Our STI program for 2017 was a component of and was paid under the terms of the Century Communities, Inc. First Amended & Restated 2013 Long-Term Incentive Plan.

20172023 STI Awards: For 2017,2023, the threshold, target and maximum STI opportunities for our NEOs were the same as in 2022 and were as follows:

Named Executive Officer
Threshold
Target
Maximum
Dale Francescon
50%175% of target
(75% of base salary)
150%350% of base salary
200%700% of target
(300% of base salary)
Robert J. Francescon
50%175% of target
(75% of base salary)
150%350% of base salary
200%700% of target
(300% of base salary)
David L. Messenger
50%125% of target
(50% of base salary)
100%250% of base salary
200%500% of target
(200% of base salary)

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The Compensation Committee determined that the target award opportunities detailed above were in line with our target positioning. Although the Compensation Committee believes that the established bonus levels are reasonable, as a matter of governance best practice, the Compensation Committee retains negative discretion to reduce the size of any awards if the Compensation Committee believes that it is in the best interests of Century.

The performance metrics that applied for the 2017 short-term incentive2023 STI plan were as described in the table below. follows, which represent no change from last year, except that our former CFO did not have an individual performance component. The 2023 STI performance metrics emphasize profitability and specifically adjusted EBITDA over revenue.

2023 Performance Goals

60% EBITDA, as adjusted

20% revenue

20% closings

In considering the performance metrics that should apply in calculating our Co-CEOs’ STI awards for 2023, the Compensation Committee determined that the performance metrics should be based on overall Company performance as opposed to individual performance. TheSimilar to 2022, the Compensation Committee furthermoreagain determined that the most important measuresmeasure of Company success which should formcontinued to be EBITDA, as adjusted, revenue and number of closings, but emphasized profitability and specifically adjusted EBITDA over revenue and closings, resulting in adjusted EBITDA having a higher weighting than revenue and closings.

Century Communities, Inc. – 2024 Proxy Statement57


 

In determining the basis2023 goals for each STI performance metric, the Compensation Committee set the target performance goal at the same level as our 2023 annual business plan and set threshold and maximum performance goals at 10% below target and 10% above target, respectively. In establishing the 2023 annual business plan, the Board of our Co-CEOs’ STI awards, were revenue,Directors considered a variety of factors, including the Company’s results for the recently completed full year 2022, the then current homebuilding environment and the expected difference between the two years. The Board of Directors ultimately approved a 2023 business plan that was below 2022 actual levels for revenues, EBITDA, as adjusted, and numberclosings, since 2022 had been positively impacted by the unprecedented low interest rate environment and record selling prices for our homes in the first half of closings. In consideringthe year, which dynamics were not anticipated to repeat during 2023.

By setting the performance metrics that should apply in calculating our CFO’s STI award,goals consistent with the annual business plan, the Compensation Committee determinedbelieves executives are appropriately challenged and aligned with the Company’s goals. In approving the target for the EBITDA, as adjusted, performance metric for 2023, the Compensation Committee recognized that our CFO’s STI award shouldalthough the target EBITDA, as adjusted, performance metric for 2023 was below 2022’s actual EBITDA, as adjusted, performance, the Compensation Committee believed it was nonetheless sufficiently challenging and rigorous given the analysis undertaken by the Board of Directors in establishing the 2023 business plan. It is the view of the Compensation Committee that it is appropriate to tie annual performance targets for a year to the annual business plan for that year and therefore only exceed prior year performance if the annual business plan reflects a targeted growth over the prior year. As in past years, if the threshold level for a performance metric was not achieved, then no payout would be based in part on Company financial performance and in part on quantifiable individual performance goals.made with respect to that metric.

Named Executive Officer
2017 Performance Metrics
Co-CEOs
40% revenue
40% adjusted EBITDA
20% closings
CFO
40% revenue
60% quantifiable individual performance goals: development and management of financial services earnings; general and administrative cost improvements; management of risk exposures; management of finance group; and stockholder relations management and oversight

The Company financial performance metrics, and the performance levels attached to each, as well as actual performance, are reflected in the following table. Actual performance exceeded maximum for all three performance metrics.

Company
Performance Metric
Threshold
Target
Maximum
Actual
Revenue
$979.4 million
$1,0888 million
$1,197 million
$1,424 million
EBITDA, as adjusted(1)
$99.7 million
$110.7 million
$121.8 million
$122.7 million
Closings
2,795
3,106
3,417
3,640

Performance  Metric Threshold  Target  Maximum  Actual 
EBITDA, as adjusted(1)  $235.2 million  $261.3 million  $287.4 million  $431.3 million 
Revenue $2.7 billion  $3.0 billion  $3.3 billion  $3.7 billion 
Closings  6,937   7,708   8,479   9,568 

(1)(1)This is a non-GAAP financial measure. EBITDA, as adjusted, is calculated by excluding interest expense, interest in cost of home sales revenue, income tax expense, depreciation, amortization, executive bonuses, the impact of new markets, severance costs, impairments, loss on debt extinguishment and amortizationcertain other nonrecurring items from net income, and also excluding incremental EBITDA as a result ofapplicable for the UCP acquisition, transaction expenses and executive bonuses for 2017.year.

In determining the threshold, target and maximum goals for each performance metric, the Compensation Committee set the target for each metric using Century’s projected business plan for 2017 (i.e., as the amount in the target business plan approved by the Board). Threshold was set at 90% of target, and maximum was set at 110% of target. If the threshold level was not achieved with respect to a given performance metric, then no payout was made with respect to that metric.

For 2017, our Co-CEOs earned cash bonuses based on maximum performance in all Company financial metrics and our CFO earned a cash bonus based on maximum performance for both his Company financial metric of revenue and his individual goals. This resulted in an STI award payout for each of our Co-CEOs and our CFO at maximum. The table below shows the various levels of payout and the actual level of payout for STI cash awards made in February 2024 for each of our NEOs for 2017.2023 performance.

Named Executive Officer
Threshold Payout
($)
Target Payout
($)
Maximum Payout
($)
Actual Payout
($)
Dale Francescon
 
637,500
 
 
1,275,000
 
 
2,550,000
 
 
2,550,000
 
Robert J. Francescon
 
637,500
 
 
1,275,000
 
 
2,550,000
 
 
2,550,000
 
David L. Messenger
 
237,500
 
 
475,000
 
 
950,000
 
 
950,000
 

Named Executive OfficerThreshold Payout
($)

Target Payout

($)

Maximum Payout
($)

Actual Payout

($)

Dale Francescon1,750,0003,500,0007,000,0007,000,000
Robert J. Francescon1,750,0003,500,0007,000,0007,000,000
David L. Messenger   937,5001,875,0003,750,0003,750,000

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Long-Term Incentives – 2023-2025 LTI Program

Purpose: Our long-term incentive program is designed to reward NEOs for the achievement of specific financial objectives, recognize their efforts on our behalf over an extended period of years, and provide an additional incentive and retention element to their overall compensation package. Our LTI program is also intended to align the interests of our executives with our stockholders.

Century Communities, Inc. – 2024 Proxy Statement58


Competitive Positioning: WeOur strategy has been to target betweenlong term incentives at a point higher than the market 25th percentilemedian of actual peer grants, and as much as the market median with our target LTI program and at or above market 75th percentile or more, depending on performance. The Compensation Committee believes that amounts greater than market median are warranted in light of the fact that the Company’s long term incentive grants have been performance vested only, while most peers utilize significant amounts of time vested equity. Long term incentive amounts greater than target can be earned for above-target performance.actual performance above target and amounts less than target can be earned for performance below target.

Timing. Our annual LTI grant typically occurs in March after Board approval of our annual business plan. In certain years, Board approval of the annual business plan occurs at a later or earlier point in the year in which case then the annual LTI grant is either made at such meeting or shortly thereafter. We have no practice or policy of coordinating or timing the release of company information around our grant dates. We have not typically granted equity compensation to our NEOs outside of our annual LTI award cycle.

LTI Awards and Plan Mechanics: Our LTI program for 2023 consisted of 100% PSU awards, are structured as restricted stock unit, or RSU, awards. The numberwhich we utilize to increase the percentage of RSUs granted is based primarily on the achievement of previously established performance goals over specified performance periods. In addition, the Compensation Committee may adjust the size of the RSU award and/or grant additional RSU awards based on any other individual and Company performance factors it deems important at the time of grant and/or to bring an NEO’s target LTI opportunity closerperformance-based compensation provided to our target positioning. In 2017, RSUexecutives and align their compensation with the interests of our stockholders. The PSU awards were granted under the Century Communities, Inc. First Amended & Restated 2013 Long-Term Incentive Plan. In 2018, RSU awards were granted under the Century Communities, Inc. 20172022 Omnibus Incentive Plan. Once granted, one RSU equalsPlan and represent the right to receive one share of Century common stock when the RSU award vests.

In 2017, RSUupon vesting. The PSU awards were granted to our NEOs in Februarywill vest and March. The number of RSUs granted in February was based primarily onbe paid out upon the achievement at maximum payout level, of a previously establishedcumulative adjusted pre-tax income goal for 2016. These awards vest on the one-year anniversary of the grant date. The RSU awards granted in March were intended to bring the NEOs’ LTI opportunity closer to our target positioning. These awards vest over three years in equal annual installments.

RSUyears. Once paid out, the net shares underlying the PSU awards were recently granted to our NEOs in February 2018, which were based in part on 2017 performance. These RSU awards were based primarily on the achievement, at maximum with kicker payout level, of a previously established pre-tax income goal for 2016 and 2017. These awards vest on the one-year anniversary of the grant date.

The February 2017 and 2018 RSU awards were part of a plan to transition our LTI program to RSU awards based primarily on the achievement of previously established performance goals over a three-year performance period. Accordingly, as part of this program and as described in more detail below, in March 2017, the Compensation Committee established threshold, target, maximum and maximum with kicker LTI award opportunities for our NEOs towill be paid in RSU awards potentially to be granted in early 2020 based on the achievement of a previously established pre-tax income goal for the three-year period ending December 31, 2019, subject to the right of the Compensation Committee to factor in additional performance criteria. These grants, if made, will vest on thea mandatory one-year anniversary of the grant date.holding period.

20172023-2025 LTI Awards:Award Opportunity: For the February 2017 RSU2023-2025 LTI awards, the Compensation Committee establishedfirst determined a target LTI value for each executive based on a percentage of base salary and then delivered 100% of this value in PSU awards, assuming target performance. The target LTI award opportunity was 500% of base salary for each of our Co-CEOs and approximately 313% of base salary for our former CFO for 2023, which, in each case, was the followingsame as the target LTI award opportunity from the prior year.

Performance-based (100%)

Named Executive Officer

Threshold 

(50%) 

Target 

(100%) 

Above Target 

(200% for  

Co-CEOs and 150%

for former CFO) 

Maximum 

(250% for  

Co-CEOs and 200%

for former CFO) 

Dale Francescon

38,011 shares

76,023 shares 

($5,000,000) 

152,045 shares190,056 shares
Robert J. Francescon

38,011 shares

76,023 shares 

($5,000,000) 

152,045 shares190,056 shares
David L. Messenger(1)17,865 shares

35,731 shares 

($2,350,000) 

53,596 shares71,461 shares

(1)As a result of Mr. Messenger’s voluntary resignation, effective March 22, 2024, all of his unvested PSU awards terminated.

2023-2025 LTI Award Performance Goals: The threshold, target, above target, and maximum LTI award opportunities for our NEOs:

Named Executive Officer
Threshold
Target
Maximum
Dale Francescon
50% of target
(25% of base salary)
50% of base salary
200% of target
(100% of base salary)
Robert J. Francescon
50% of target
(25% of base salary)
50% of base salary
200% of target
(100% of base salary)
David L. Messenger
50% of target
(16.67% of base salary)
33.3% of base salary
200% of target
(66.67% of base salary)

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The performance-based metric used for the February 2017 RSU award grants was 2016 adjusted pre-tax income. The Compensation Committee believed that this metric was truly indicative of the success of our Company at that time. In February 2017, the Compensation Committee granted RSU awards to our NEOs based on our achieved 2016 adjusted pre-tax income goals for the 2023-2025 LTI awards that were established by the Committee at the time of grant are maintained by us as proprietary and confidential. The Committee believes that disclosure of these specific performance goals would represent competitive harm to us as such goals are not publicly disclosed and are competitively sensitive.

Long Term Incentives – 2021-2023 LTI Payouts

For the 2021 to 2023 performance period, goals were established and PSU awards were granted in comparison tomid-March 2021 taking into consideration the following pre-establishednational housing market and the U.S. macroeconomic environment at that time, the anticipated effect of the then COVID-19 pandemic on our business and our financial and operational performance for January and February 2021. The “threshold” adjusted pre-tax income performance levels:goal was based on 2020 actual results. The “target” goal was based on 10% growth from the 2020 results for three years; the “above target” goal was based on 20% growth from the 2020 results for three years and the “maximum” goal was based on 30% growth from the 2020 results for three years.

Performance  Century Communities, Inc. – 2024 Proxy Statement
59


 

For the 2021 to 2023 performance period, we achieved adjusted pre-tax income of $1,766.9 million, exceeding the maximum level of performance. This was due to our unprecedented record performance across nearly all metrics in each year during the performance period and the strong rebound experienced by the U.S. housing market. Based on this result, the 2021 to 2023 payout was at the maximum performance level.

Accordingly, our Co-CEOs each received 69,326 shares and our former CFO received 24,958 shares under the 2021-2023 LTI program which shares were approved for payout upon the Compensation Committee’s certification of performance against the pre-established goal at its meeting on February 7, 2024. The net shares received by our Co-CEOs and former CFO are subject to a one-year mandatory holding period. A summary of the PSU awards paid out to our named executive officers for the 2021 to 2023 performance period, and the value realized on vesting for those awards, can be found in the Option Exercises and Stock Vested During 2023 table on page 69 in the “Number of Shares Acquired on Vesting” and “Value Realized on Vesting” columns, respectively.

The table below outlines the performance goal, as well as threshold, target, above target, and maximum adjusted pre-tax income goals that were established by the Committee at the time of grant, along with actual performance, for the 2021 to 2023 PSU awards.

Metric
Threshold
($)
Target
($)
Above Target
Maximum
($)

Actual

($)(Maximum) 

Adjusted pre-tax income(1)
61.2 million
$831.5 mil.
68.0 million
$914.6 mil.
74.8 million
$997.8 mil.
80.8 million
$1,080.9 mil.
$1,766.9 mil.

(1)(1)This is a non-GAAP financial measure. Adjusted pre-tax income is calculated by excluding executive bonus expense, acquisition expense,loss from debt extinguishment, impairments, abandonment of land contracts, discontinued operations and purchase adjustmentcertain other nonrecurring expenses from GAAP pre-tax income.net income before income taxes, as applicable during any particular year.

Because our achieved 2016 adjusted pre-tax income exceeded

The performance levels above correspond to the pre-established maximum performance level, our NEOs received an actual LTI award based on maximum performance. Whileshare amounts listed in the Compensation Committee reserved the right to factor in additional performance criteria, no additional adjustments were made to these RSU award grants. The table below shows the various levels of LTI award opportunities and the actual LTI award value and number of RSUs granted for each of our NEOs in February 2017.below.

Named Executive Officer
Threshold
LTI Award
Value
($)
Target
LTI Award
Value
($)
Maximum
LTI Award
Value
($)
Actual
LTI Award
Value
($)
Number of
RSUs
(#)
Dale Francescon
 
200,000
 
 
400,000
 
 
800,000
 
 
799,994
 
 
35,714
 
Robert J. Francescon
 
200,000
 
 
400,000
 
 
800,000
 
 
799,994
 
 
35,714
 
David L. Messenger
 
75,000
 
 
150,000
 
 
300,000
 
 
300,003
 
 
13,393
 

In addition, in March 2017, additional RSU awards representing 15,089 RSUs for each of our Co-CEOs and 5,621 RSUs for our CFO were made in March 2017 to bring their respective LTI opportunities closer to our target positioning. These RSU awards vest on the first, second and third year anniversaries of the grant date.

2018 Awards. For the RSU awards which were just granted in February 2018, the Compensation Committee established the following threshold, target, maximum and maximum with kicker LTI award opportunities for our Co-CEOs and CFO:

Named Executive Officer

Threshold

(50%) 

Target

(100%) 

MaximumAbove Target 

(200% for Co-

CEOs/150% for

former CFO) 

Maximum with

Kicker(250% for Co-

CEOs/200% for

former CFO) 

Dale Francescon
50% of target
(50% of base salary)
13,865 shares
100% of base salary
27,731 shares
200% of target
(200% of base salary)
55,461 shares
250% of target
(250% of base salary)
69,326 shares
Robert J. Francescon
50% of target
(50% of base salary)
13,865 shares
100% of base salary
27,731 shares
200% of target
(200% of base salary)
55,461 shares
250% of target
(250% of base salary)
69,326 shares
David L. Messenger
50% of target
(33.3% of base salary)
  6,239 shares
66.6% of base salary
12,479 shares
200% of target
(133.2% of base salary)
18,718 shares
250% of target
(166.5% of base salary)
24,958 shares

The Compensation Committee determined to add a new maximum with kicker LTI award opportunity with a 250% of target payout in order to further incentivize our management to over-achieve on performance.

The performance-based metric used for the February 2018 RSU award grants was again adjusted pre-tax income. However, this time as part of our plan to transition to three-year performance periods, the performance

Other Benefits

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period was over two years instead of one, and was two-year cumulative adjusted pre-tax income for 2016 and 2017. In February 2018, the Compensation Committee granted RSU awards to our NEOs based on our achieved two-year cumulative adjusted pre-tax income for 2016 and 2017 in comparison to the following pre-established performance levels:

Performance Metric
Threshold
($)
Target
($)
Maximum
($)
Maximum with
Kicker
($)
Actual
($)
Adjusted pre-tax income(1)
128.5 million
142.8 million
159.9 million
178.5 million
196.1 million
(1)This is a non-GAAP financial measure. Adjusted pre-tax income is calculated by excluding bonus expense, acquisition expense, purchase adjustment and impairments.

Because our achieved two-year cumulative adjusted pre-tax income for 2016 and 2017 exceeded the pre-established maximum with kicker performance level, our NEOs received an actual LTI award based on maximum with kicker performance. While the Compensation Committee reserved the right to factor in additional performance criteria, no additional adjustments were made to these RSU award grants. The table below shows the various levels of LTI award opportunities and the actual LTI award value and number of RSUs granted for each of our NEOs in February 2018.

Named Executive Officer
Threshold
LTI Award
Value
($)
Target
LTI Award
Value
($)
Maximum
LTI Award
Value
($)
Maximum
with Kicker
LTI Award
Value
($)
Actual
LTI Award
Value
($)
Number of
RSUs
(#)
Dale Francescon
 
400,000
 
 
800,000
 
 
1,600,000
 
 
2,000,000
 
 
2,000,007
 
 
65,574
 
Robert J. Francescon
 
400,000
 
 
800,000
 
 
1,600,000
 
 
2,000,000
 
 
2,000,007
 
 
65,574
 
David L. Messenger
 
150,000
 
 
300,000
 
 
600,000
 
 
750,000
 
 
749,995
 
 
24,590
 

Future Awards. As mentioned above, the February 2017 RSU awards were based primarily on the achievement of a previously established pre-tax income goal during a one-year performance period and the recent February 2018 RSU awards were based primarily on the achievement of a previously established pre-tax income goal during a two-year performance period. While the Compensation Committee reserves the right to factor in additional performance criteria, no additional adjustments were made to these grants. These two awards were part of a plan to transition our LTI program to RSU awards based on achievement of previously established performance goals over three-year performance periods.

As part of this program, in March 2017, the Compensation Committee established the threshold, target, maximum and maximum with kicker LTI award opportunities for our NEOs described below, which RSU awards will potentially be granted in early 2020 based on the achievement of a previously established pre-tax income goal for the three-year period ending December 31, 2019, subject to the right of the Compensation Committee to factor in additional performance criteria. These RSU awards, if granted, will vest on the one-year anniversary of the grant date.

Named Executive Officer
Threshold
Target
Maximum
Maximum with
Kicker
Dale Francescon
50% of target
(52.5% of base salary)
105% of base salary
200% of target
(210% of base salary)
315% of target
(330% of base salary)
Robert J. Francescon
50% of target
(52.5% of base salary)
105% of base salary
200% of target
(210% of base salary)
315% of target
(330% of base salary)
David L. Messenger
50% of target
(35% of base salary)
70% of base salary
200% of target
(140% of base salary)
315% of target
(220% of base salary)

Other Compensation

Retirement Benefits. In 2017,2023, our NEOs had the opportunity to participate in a qualified defined contribution retirement plan on the same basis as our other employees. We believe this plan provides an opportunity for our

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executives to plan for and meet their retirement savings needs. Except for this plan, weWe do not provide any pension arrangements, or post-retirement health coverage for our employees, including our NEOs. We also do not provide any nonqualified defined contribution, or other deferred compensation plans.

Perquisites and Other Benefits.

We provide our NEOs with modest perquisites to attract and retain them and to allow them to more efficiently utilize their time and to support them in effectively contributing to the success of our Company. The perquisites provided to our NEOs during 20172023 included an automobile and cellular telephone allowance and, in the case of our Co-CEOs, reimbursements for term life insurance.insurance premiums. When it is not being used for Company purposes, the NEOs may use the corporate aircraft for non-Company purposes. In the event of such use, the NEOs are required to reimburse the Company at a lease rate equal to the aggregate incremental per hour cost of each flight pursuant to the terms of their aircraft time sharing agreements. We believe these perquisitesbenefits are an important part of our overall compensation packageprogram and help us accomplish our goal of attracting, retaining, and rewarding top executive talent.

 Century Communities, Inc. – 2024 Proxy Statement60


 

Employment Agreements, SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS, and POST-TERMINATION RESTRICTIONS

The compensation paid to our NEOs is governed, in part, by written employment agreements with them, which are described below under “Executive Compensation—Employment and Other Agreements.” The purpose of these agreements is to define the essential terms of these executives’ employment relationships in a manner that will protect our business and other interests and the interests of the executive, including in the event his employment is terminated upon certain events. The severance provisions in the agreement are intended to induce these executives to continue employment with our Company and to retain them and provide consideration to them for certain restrictive covenants that apply following a termination of employment. Additionally, we entered into these agreements because they provide us valuable protection by subjecting these executives to restrictive covenants that prohibit the disclosure of confidential information during and following their employment and limit their ability to engage in competition with us or otherwise interfere with our business relationships following a termination of their employment. The receipt of any severance by these executives is conditioned upon his execution of a release of claims.

To encourage continuity, stability, and retention when considering the potential disruptive impact of an actual or potential corporate transaction, we have established change in control arrangements, including provisions in our employment agreements with our NEOs. These provisions provide our NEOs certain payments and benefits in the event of a termination of their employment in connection with a change in control. These additional payments and benefits will not be triggered just by a change in control, but require a termination event not within the control of the executive, and thus are known as “double trigger” change in control arrangements. These “double trigger” change in control protections are intended to induce executives to accept or continue employment with our Company, provide consideration to executives for certain restrictive covenants that apply following termination of employment, and provide continuity of management in connection with a threatened or actual change in control transaction. If the employment of one of our NEOs is terminated by Century without cause or by him for good reason within 24 months following or in the case of our Co-CEOs, within six months preceding, a change in control, the executive will be entitled to receive a severance payment and certain benefits. The receipt of any severance is conditioned upon the executive’s execution of a release of claims.

We believe these change in control arrangements with our NEOs are an important part of our executive compensation program in part because they mitigate some of the risk for executives working in a smaller public company where there is a meaningful likelihood that the company may be acquired. Change in control benefits are intended to attract and retain qualified executives who, absent these arrangements and in anticipation of a possible change in control of our Company, might consider seeking employment alternatives to be less risky than remaining with our Company through the transaction. We believe that relative to our Company’s overall value, our potential change in control benefits are relatively small and are aligned with current peer company practices.

Risk Assessment

As a result of our assessment on risk in our compensation programs, we concluded that our compensation policies, practices, and programs and related compensation governance structure work together in a manner so as to encourage our executives (and other employees) to pursue growth strategies that emphasize stockholder value creation, but not to take unnecessary or excessive risks that could threaten the value of our Company. For more information on this assessment, see the discussions under “Executive CompensationCompensation Risk Assessment.”

 Century Communities, Inc. – 2024 Proxy Statement61


 

Clawback Policy

In 2023, we strengthened our clawback policy to provide for a mandatory clawback of incentive compensation paid to current and former executives under certain circumstances in the event a financial metric used to determine the vesting or payment of incentive compensation to an executive was calculated incorrectly and resulted in a financial restatement. This policy complies with recent SEC rule changes and NYSE rule changes.

ANTI-HEDGING AND ANTI-PLEDGING Policy

 Our insider trading policy prohibits certain of our employees, including our NEOs, from engaging in any hedging transactions, short sales, transactions in publicly traded options, such as puts, calls and other derivatives, or short-term trading. Our insider trading policy also prohibits certain of our employees, including our NEOs from pledging our common stock. Our anti-hedging and pledging policy is described later in this proxy statement under “Executive Compensation—Anti-Hedging and Pledging Policy.”

Tax CONSIDERATIONS

Code Section 162(m) imposes an annual deduction limit of $1 million on the amount of compensation paid to each “covered employee,” which includes our named executives. Compensation paid to our named executive officers over this limit is nondeductible. While the Compensation Committee considers tax deductibility as one of many factors in determining executive compensation, we will continue to structure our executive compensation program so that a significant portion of total executive compensation is linked to the performance of our Company even though amounts in excess of the Code Section 162(m) limit are not deductible.

Competitive Considerations and Use of Market Data

We strive to compensate our executive officers competitively relative to industry peers. To ensure reasonableness and competitiveness of our executive compensation packages relative to the industry, the Compensation Committee annually evaluates our peer group with the aid of our independent external compensation consultant and with input from management. Data from our peer group, therefore, is considered in the compensation benchmarking process as one input in helping to determine appropriate pay levels.

The following 15 companies were selected by the Compensation Committee, upon recommendation of its compensation consultant, WealthPoint, in July 2022 as members of our peer group for purposes of analyzing the market competitiveness of our 2023 executive compensation program:

Beazer Homes USA, Inc.LGI Homes, Inc.PulteGroup, Inc.
Cavco Industries Inc.M.D.C. Holdings, Inc.Skyline Champion Corporation
Dream Finders Homes, Inc.M/I Homes, Inc.Taylor Morrison Home Corporation
Hovnanian Enterprises, Inc.Meritage Homes CorporationToll Brothers, Inc.
KB HomeNVR, Inc.TRI Pointe Group, Inc.

All of the peer group companies are public companies in the homebuilding or manufactured housing industries and that have annual revenues and a price to earnings ratio generally within a range of our annual revenues and price to earnings ratio. We potentially compete with these peers for employees, land, customers and trade partners in various markets. Even though some of the peers may be larger than we are nationally, we are larger than some or all of the peers in certain markets.

 Century Communities, Inc. – 2024 Proxy Statement62


 

How We Make Compensation Decisions

There are several elements to our executive compensation decision-making, which we believe allow us to most effectively implement our compensation philosophy. The Compensation Committee, its independent external compensation consultant, and management all have a role in decision-making for executive compensation. The following table summarizes their roles and responsibilities.

Responsible PartyRoles and Responsibilities

Compensation Committee

(Comprised solely of independent directors and reports to the Board of Directors)

●   Oversees all aspects of our executive compensation program. 

●   Annually reviews and approves our corporate goals and objectives relevant to executive officer compensation. 

●   Evaluates each executive officer’s performance in light of such goals and objectives, and determines and approves his compensation based on this evaluation. 

●   Determines and approves all executive officer compensation, including salary, bonus, and equity and non-equity incentive compensation. 

●   Administers our equity and incentive compensation plans and reviews and approves equity awards and payouts. 

●   Reviews our incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk-taking. 

●   Evaluates market competitiveness of each executive officer’s compensation. 

●   Evaluates proposed changes to our executive officer compensation program. 

●   Assists the Board in developing and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans. 

●   Has sole authority to hire consultants, approve their fees, and determine the nature and scope of their work. 

Independent External Compensation Consultant

(WealthPoint, LLC)

(Independent under NYSE listing standards and reports to the Compensation Committee) 

●   Provides advice and guidance on the appropriateness and competitiveness of our executive compensation program relative to our performance and market practice. 

●   Reviews total compensation strategy and pay levels for executive officers. 

●   Examines our executive compensation program to ensure that each element supports our business strategy. 

●   Assists in selection of peer companies and gathering competitive market data. 

●   Reviews structure and competitiveness of our non-employee director compensation program.

Co-Chief Executive Officers

(With the support of other members of the management team) 

●   Review performance of other Section 16 officers and make recommendations with respect to their compensation. 

●   Confer with the Compensation Committee and compensation consultant concerning design and development of compensation and benefit plans. 

●   Provide no recommendations with respect to their own compensation. 

 Century Communities, Inc. – 2024 Proxy Statement63


 

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing “Compensation Discussion and Analysis” with our management. Based on this review and these discussions, the Compensation Committee has recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2023.

COMPENSATION COMMITTEE 
James M. Lippman, Chair 
Patricia L. Arvielo 
John P. Box 
Keith R. Guericke

 Century Communities, Inc. – 2024 Proxy Statement64


 

EXECUTIVE COMPENSATION

Summary Compensation Table

The table set forth below summarizes the compensation information for each of the individuals who served as a “principal executive officer” or “principal financial officer” during 2023. Our Co-CEOs and former CFO are our only executive officers.

Name and Principal

Position

Year 

Salary  

($) 

 

Bonus  

($)(1) 

 

Stock

Awards 

($)(2) 

 

Non-Equity

Incentive Plan

Compensation

($)(3)

 

All Other

Compensation

($)(4)

 

Total  

($) 

Dale Francescon2023   1,000,000 0 4,565,181 7,000,000 75,000 12,640,181
Chairman of the Board2022 979,167 0 4,540,509 5,650,202 73,589 11,243,467
and Co-Chief Executive Officer2021 900,000 0 2,816,154 2,962,994 74,524 6,753,672

          
Robert J. Francescon2023 1,000,000 0 4,565,181 7,000,000 78,501 12,643,682
Co-Chief Executive2022 979,167 0 4,540,509 5,650,202 73,589 11,243,467
Officer and President2021 900,000 0 2,816,154 2,962,994 73,792      6,752,940
              
David L. Messenger2023 750,000     0 2,145,647 3,750,000 26,866 6,672,513
Former Chief Financial2022 729,167 0 2,134,065 3,026,892 19,589 5,909,713
Officer and Secretary(5)2021 650,000 500,000 1,267,262 1,538,619 19,276 3,975,157
              

(1)Our annual cash bonuses which are based on performance and measured against pre-established performance goals are reported in the “Non-Equity Incentive Plan Compensation” column.

(2)Amounts reported for 2023 represent the grant date fair value of PSU awards granted to our NEOs, computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, taking into consideration an illiquidity discount in light of a mandatory one-year holding period on the shares of common stock issued in settlement of the PSU awards. These are not amounts paid to or realized by the NEOs. We caution that the amounts reported in the table for stock awards and, therefore, total compensation may not represent the amounts that each NEO will actually realize from the awards. Whether, and to what extent, an NEO realizes value will depend on a number of factors, including Company performance and stock price. The grant date fair value of the PSU awards assumes target levels of performance. The grant date fair value of the 2023 PSU awards assuming maximum levels of performances are as follows: Mr. Dale Francescon ($11,412,862); Mr. Robert Francescon ($11,412,862); and Mr. Messenger ($4,219,233). As a result of Mr. Messenger’s voluntary resignation, effective March 22, 2024, all of his unvested PSU awards terminated. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Long-Term Incentives” for a description of our long-term incentive awards and payouts for 2023.

(3)Amounts reported represent payouts under our short-term incentive plan and for each year reflect amounts earned for that year but paid during the following year. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Short-Term Incentive—Annual Cash Bonus” for a description of our short-term incentive plan and payouts for 2023.

(4)Amounts reported for 2023 include: (a) a $15,000 Company match 401(k) contribution for each executive; (b) an auto and cell phone allowance of $30,000 for each of Mr. Dale Francescon and Mr. Robert Francescon and $6,000 for Mr. Messenger; and (c) a $30,000 term life insurance premium reimbursement for each of Mr. Dale Francescon and Mr. Robert Francescon. In addition, amounts include incremental costs to Century of personal use of Company aircraft, which incremental costs are substantially less than $25,000 in the case of each executive.

(5)Mr. Messenger voluntarily resigned effective March 22, 2024.

 Century Communities, Inc. – 2024 Proxy Statement65


 

Employment and Other Agreements

Co-CEO Employment Agreements

We are party to an employment agreement with each of our Co-CEOs, Dale Francescon and Robert J. Francescon. These agreements have an initial five-year term expiring on July 28, 2025 and provide for automatic one-year extensions thereafter and contain customary confidentiality provisions as well as non-competition and non-solicitation provisions. The agreements provide for certain aspects of their compensation packages, including participation in our equity incentive plans; reimbursement of up to $2,500 per month for term life insurance premiums; and a $2,500 per month automobile and cell phone allowance. The agreements also contain customary severance provisions described later in this proxy statement. The agreements were amended in May 2023 to amend the definition of “Retirement” to mean that an executive has reached the age of 60 and has been employed with the Company for at least 25 years. Prior agreements required an executive to be employed with the Company for 23 years.

Former CFO Employment Agreement

We were party to an employment agreement with our former CFO, David L. Messenger, which had a term that automatically renewed every July 28th for automatic one-year extensions. The agreement provided for certain aspects of his compensation package, including participation in our equity incentive plans and a $500 per month automobile and cell phone allowance, and also contained customary severance provisions described later in this proxy statement, and customary confidentiality, non-competition and non-solicitation provisions. Mr. Messenger’s employment agreement terminated effective March 22, 2024 in connection with his voluntary resignation.

Other Agreements

We have entered into aircraft time sharing agreements with Dale Francescon and Robert J. Francescon, which govern their personal use of the Company’s aircraft during their employment and their reimbursement of the Company for the costs of any such use. The lease rate payable by the executives thereunder equals the aggregate incremental per hour cost of each flight, as such cost is described in the agreements. Use of the aircraft by the executives is subject to prior approval of the Co-Chief Executive Officers, and is at all times subordinate to use by the Company. Each of the agreements has an initial term of one year and provides for automatic one-year extensions thereafter, unless (i) either party provides the other with at least 30 days’ prior written notice of non-renewal, or (ii) the agreement is terminated on shorter notice as provided therein. We also had a similar agreement with our former CFO, David L. Messenger.


In connection with his departure, we entered into a three-month consulting agreement with our former CFO, David L. Messenger, to assist with the transition of his duties and responsibilities.  Either party may terminate this agreement prior to its expiration at any time and for whatever reason.

 Century Communities, Inc. – 2024 Proxy Statement66


 

GRANTS OF PLAN-BASED AWARDS DURING 2023

The table below provides information concerning grants of plan-based awards to each of our NEOs during the year ended December 31, 2023. Non-equity incentive plan awards were granted under our annual cash bonus plan, the material terms of which are described under “Compensation Discussion and Analysis—Named Executive Officer Compensation—Short-Term Incentive-Annual Cash Bonus.” Stock awards in the form PSU awards were granted under our stockholder-approved plan, the Century Communities, Inc. 2022 Omnibus Incentive Plan. The material terms of these awards are described under “Compensation Discussion and Analysis—Named Executive Officer Compensation—Long-Term Incentives” and in the notes to the table below.

    

Estimated Future Payouts under 

Non-Equity Incentive Plan Awards(1)

 

Estimated Future Payouts under 

Equity Incentive Plan Awards(2) 

 All Other Stock 

 

Name 
Grant
Date
 

Threshold 

($) 

 

Target 

($) 

 

Maximum 

($) 

 

Threshold 

(#) 

 

Target 

(#) 

 

Maximum 

(#) 

 

Awards: Number of Shares of Stock or 

Units 

(#) 

 

Grant Date Fair 

Value Stock and Option Awards(3) 

($) 

Dale Francescon                  
Cash award  1,750,000 3,500,000 7,000,000          
PSU award 05/03/23       38,011 76,023 190,056 N/A 4,565,181
Robert J. Francescon                  
Cash award  1,750,000 3,500,000 7,000,000          
PSU award 05/03/23       38,011 76,023 190,056 N/A 4,565,181
David L. Messenger(4)                  
Cash award     946,500 1,875,000 3,750,000          
PSU award 05/03/23       17,865 35,731 71,461 N/A 2,145,647

(1)Amounts reported represent potential future payouts under our short-term incentive plan. Actual payouts under this plan are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(2)Amounts reported represent the range of PSU award payouts for the 2023 to 2025 performance period. The range includes an “above target” payout, which would result in the following share payouts: Dale Francescon (152,045); Robert J. Francescon (152,045); and David L. Messenger (53,596), excluding shares to be issued upon the settlement of dividend equivalent rights. The net shares of our common stock issued upon vesting of the PSU awards are subject to a mandatory one-year holding period. Information regarding the PSU awards is set forth under “Compensation Discussion and Analysis—Named Executive Officer Compensation—Long-Term Incentives.”

(3)Amounts reported represent the grant date fair value of the PSU awards granted to our NEOs, computed in accordance with FASB ASC Topic 718, taking into consideration an illiquidity discount in light of a mandatory one-year holding period on the shares of common stock issued in settlement of the PSU awards, and assuming target levels of performance for the PSU awards. The PSU awards will vest upon certain terminations of employment and upon a change in control if the award is not continued, assumed, or substituted with equivalent awards by the successor entity.

(4)As a result of Mr. Messenger’s voluntary resignation, effective March 22, 2024, all of his unvested PSU awards terminated and he is no longer eligible to receive future payouts under our short-term incentive plan.

 Century Communities, Inc. – 2024 Proxy Statement67


 

Outstanding Equity Awards as of December 31, 2023

The table below sets forth information with respect to all outstanding, unvested RSU and PSU awards held by our NEOs as of December 31, 2023. No other equity awards were held by our NEOs as of such date.

 

Stock Awards as of December 31, 2023 

Name

Number of Shares or Units of Stock That Have Not Vested  

(#) 

Market Value of Shares or Units of Stock That Have Not Vested(1) 

($) 

Equity Incentive Plan Awards: 

Number of Unearned Shares, Units, or Other Rights That Have Not Vested 

(#) 

Equity Incentive Plan Awards: 

Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(1) 

($) 

Dale Francescon    
RSU awards(2)6,387582,111  
2023-2025 PSU award(3)  77,8667,096,707
2022-2024 PSU award(4)  82,2267,494,078
Robert J. Francescon    
RSU awards(2)6,387582,111  
2023-2025 PSU award(3)  77,8667,096,707
2022-2024 PSU award(4)  82,2267,494,078
David L. Messenger    
RSU awards(2)2,876262,119  
2023-2025 PSU award(3)  36,5973,335,451
2022-2024 PSU award(4)  38,6463,522,196

(1)Amounts reported represent the value of RSU and PSU awards based on the number of shares of Century common stock underlying the awards that have not vested, including dividend equivalents, multiplied by the closing price of our common stock on the last trading day of 2023, December 29, 2023 ($91.14), as reported by the NYSE.

(2)Comprised of 6,162 unvested shares underlying an RSU award granted on March 17, 2021, and 225 shares underlying dividend equivalent rights that accrued and will be paid out at the same time as the shares underlying the RSU award for each of Dale Francescon and Robert J. Francescon and 2,773 unvested shares underlying an RSU award granted on March 17, 2021, and 103 shares underlying dividend equivalent rights that accrued and will be paid out at the same time as the shares underlying the RSU award for David L. Messenger. Each of these awards vests in equal installments on the first, second, and third year anniversaries of the respective grant dates, subject to the executive’s continued employment with us. The RSU awards will vest earlier upon certain terminations of employment and upon a change in control if the award is not continued, assumed, or substituted with equivalent awards by the successor entity.

(3)The 2023 to 2025 PSU awards will vest, if at all, solely based on the accomplishment of the performance goal established for the three-year performance period, which will end on December 31, 2025. In addition, the PSU awards will vest earlier upon certain terminations of employment and upon a change in control if the award is not continued, assumed, or substituted with equivalent awards by the successor entity. Once vested, the net shares issued upon settlement of the PSU award will be subject to a one-year mandatory holding period. Amounts reported represent the number of PSU awards that were in progress based on threshold levels of performance through 2025. Includes 1,843 shares underlying dividend equivalent rights for each of Dale Francescon and Robert J. Francescon and 866 shares underlying dividend equivalent rights for David L. Messenger that have accrued and will be paid out at the same time as the shares underlying the PSU award. As a result of Mr. Messenger’s voluntary resignation, his 2023 to 2025 PSU award terminated.

(4)The 2022 to 2024 PSU awards will vest, if at all, solely based on the accomplishment of the performance goal established for the three-year performance period, which will end on December 31, 2024. In addition, the PSU awards will vest earlier upon certain terminations of employment and upon a change in control if the award is not continued, assumed, or substituted with equivalent awards by the successor entity. Once vested, the net shares issued upon settlement of the PSU award will be subject to a one-year mandatory holding period. Amounts reported represent the number of PSU awards that were in progress based on threshold levels of performance through 2023. Includes 1,044 shares underlying dividend equivalent rights for each of Dale Francescon and Robert J. Francescon and 490 shares underlying dividend equivalent rights for David L. Messenger that have accrued and will be paid out at the same time as the shares underlying the PSU award. As a result of Mr. Messenger’s voluntary resignation, his 2022 to 2024 PSU award terminated.

 Century Communities, Inc. – 2024 Proxy Statement68


 

Option Exercises and Stock Vested During 2023

The table below provides information regarding stock awards (in the form of RSU awards and PSU awards) that vested for each of our NEOs during the year ended December 31, 2023. No option awards were exercised or outstanding during the year ended December 31, 2023.

 

Stock Awards 

Name

Number of

Shares Acquired

on Vesting(1) 

(#) 

Value

Realized

on Vesting(2) 

($) 

Dale Francescon  
RSU awards16,179 1,045,319
2021-2023 PSU award69,326 5,950,944
Robert J. Francescon   

RSU awards 

16,179

1,045,319

2021-2023 PSU award69,326 5,950,944
David L. Messenger  

RSU awards

8,475 

 

551,941

2021-2023 PSU award24,958 2,142,395

(1)The number of shares acquired upon vesting reflects the gross number of shares acquired absent netting of any shares surrendered to satisfy tax withholding requirements and includes shares underlying dividend equivalent rights that accrued and were paid out at the same time as the shares underlying the RSU award. For each of Dale Francescon and Robert J. Francescon, 424 shares were issued upon settlement of dividend equivalent rights and for David L. Messenger, 221 shares were issued upon settlement of dividend equivalent rights, in each case as accrued on the RSU awards.

(2)The value realized on vesting for RSU awards represents the gross number of shares acquired multiplied by the closing price of our common stock, as reported by the NYSE, on the vesting date or the last trading day immediately prior to the vesting date if the vesting date was not a trading day. The value realized on vesting for PSU awards represents the gross number of shares acquired multiplied by the closing price of our common stock, as reported on the NYSE, on February 7, 2024 (the payout date for the 2021 to 2023 PSU awards) of $85.84 per share. The net shares issued upon vesting of the PSU awards are subject to a one-year mandatory holding period. The 2021 to 2023 PSU awards did not accrue any dividend equivalent rights.

 Century Communities, Inc. – 2024 Proxy Statement69


 

pay versus performance

Pay Versus Performance Table

As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our NEOs, within the meaning of such rules, and certain financial performance measures of our Company. The table below provides information regarding compensation actually paid to our Co-CEOs, our two co-principal executive officers (“PEOs”), and our former CFO, our only other non-PEO named executive officer, during each of the past four fiscal years, as well as total stockholder return, net income and adjusted pre-tax income information for each of the past four fiscal years. For further information regarding our pay for performance philosophy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis.”

   

Average Summary 

Compensation  

Table Total for

Non-PEO Named

Executive

Officers(4) 

($) 

Average

Compensation 

Actually Paid to

Non-PEO Named

Executive

Officers(5)(6) 

($) 

Value of Initial Fixed

$100 Investment 

Based On:

  

Year

Summary

Compensation

Table Total for

PEO(1) 

($) 

Compensation

Actually Paid

to PEO(2)(3) 

($) 

Total

Shareholder

Return(7) 

($) 

Peer Group

Total

Shareholder

Return(8) 

($) 

Net

Income(9) 

($) 

 

Adjusted

Pre-Tax

Income(10) 

($) 

202312,640,18130,579,9436,672,51313,289,918345257259.2 mil.376.8 mil.
202211,243,467  4,167,9735,909,713  2,764,958187125525.1 mil.724.4 mil.
2021  6,753,67221,042,9373,975,15710,204,341301187498.5 mil.665.7 mil.
2020  8,399,38317,932,2723,744,745  7,909,240160123206.2 mil.281.5 mil.

(1)Amounts reported represent the Summary Compensation Table total for Dale Francescon, one of our Co-CEOs, for each of the years presented. Because the Summary Compensation Table total for Robert J. Francescon, our other Co-CEO, for each of the years presented is either the same or substantially the same as the Summary Compensation Table total for Mr. Dale Francescon for each of the years presented and to ease the presentation of the information in the table, this information is not included in a separate column to this table. The Summary Compensation Table totals for Robert J. Francescon are $12,643,682, $11,243,467, $6,752,940 and $8,398,651 for 2023, 2022, 2021 and 2020, respectively. See “Executive Compensation—Summary Compensation Table.”

(2)Amounts reported represent “compensation actually paid,” as computed in accordance with Item 402(v) of SEC Regulation S-K, to Dale Francescon, one of our Co-CEOs, for each of the years presented. Because the “compensation actually paid,” as computed in accordance with Item 402(v) of SEC Regulation S-K, to Robert J. Francescon, our other Co-CEO, for each of the years presented is substantially the same as “compensation actually paid” to Mr. Dale Francescon for each of the years presented and to ease the presentation of the information in the table, this information is not included in a separate column to this table. The “compensation actually paid” to Robert J. Francescon is $30,583,444, $4,167,973, $21,042,205 and $17,931,540 for 2023, 2022, 2021 and 2020, respectively. The dollar amounts in this column do not reflect the actual amount of compensation awarded to, earned by or paid to either Dale Francescon or Robert J. Francescon during the applicable year.

 Century Communities, Inc. – 2024 Proxy Statement70


 

(3)Compensation actually paid to PEO consists of the following amounts deducted from or added to the Summary Compensation Table total for each of our Co-CEOs for each of the years presented:

  D. FrancesconR. Francescon
 Summary Compensation Table Total for 202312,640,18112,643,682
 Deduct:Stock-based awards(a)  (4,565,181)  (4,565,181)
 Add:Year-end fair value of equity awards granted during the year that are outstanding and unvested(b)15,814,68515,814,685
 Add:Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)  3,322,123 3,322,123
 Add:Change in fair value of equity awards granted in prior years that vested during the year(d)  2,856,731  2,856,731
 Add:Value of dividend equivalents accrued on equity awards during the year(e)    511,404     511,404
 Compensation Actually Paid for 202330,579,94330,583,444

(a)Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. No option awards were granted during any of the years presented.

(b)Represents the year-end value of equity awards granted during the applicable year that are outstanding and unvested as of the end of such applicable year.

(c)Represents the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year.

(d)Represents the amount of change as of the vesting date (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that vested during the applicable year.

(e)Represents the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.

Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for each applicable year and include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of such applicable year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year; (iii) for equity awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for equity awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such applicable year. Adjustments as provided in clauses (iii) and (v) are inapplicable for all of the years presented in the table.

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The value of RSU awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the closing sale price of our common stock, as reported by the NYSE. The value of PSU awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the same methodology as used in our consolidated financial statements included in our most recent annual report on Form 10-K for the year ended December 31, 2023.

(4)Since David Messenger, our former CFO, is our only other non-PEO named executive officer, the amounts in this column represent the Summary Compensation Table total for Mr. Messenger for each of the years presented.

 Century Communities, Inc. – 2024 Proxy Statement71


 

(5)Since David Messenger, our former CFO, is our only other non-PEO named executive officer, the amounts in this column represent the compensation actually paid to Mr. Messenger for each of the years presented. The dollar amounts in this column do not reflect the actual amount of compensation awarded to, earned by or paid to Dale Messenger during the applicable year.

(6)Average compensation actually paid to non-PEO named executive officers consists of the following amounts deducted from and added to the Summary Compensation Table total for our former CFO for each of the years presented:

D. Messenger
Summary Compensation Table Total for 20236,672,513
Deduct:Stock-based awards(a)  (2,145,647)
Add:Year-end fair value of equity awards granted during the year that are outstanding and unvested(b)  5,946,353
Add:Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)  1,556,350
Add:Change in fair value of equity awards granted in prior years that vested during the year(d)  1,071,519
Add:Value of dividend equivalents accrued on equity awards during the year(e)     188,830
Compensation Actually Paid for 202313,289,918

(a)Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. No option awards were granted during any of the years presented.

(b)Represents the year-end value of equity awards granted during the applicable year that are outstanding and unvested as of the end of such applicable year.

(c)Represents the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year.

(d)Represents the amount of change as of the vesting date (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that vested during the applicable year.

(e)Represents the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such applicable year.

Since we do not have a pension plan, all of the perquisitesforegoing adjustments are equity award adjustments for each applicable year and include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of such applicable year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year; (iii) for equity awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for equity awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such applicable year. Adjustments as provided in clauses (iii) and (v) are inapplicable for all of the years presented in the table.

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The value of RSU awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the closing sale price of our common stock, as reported by the NYSE. The value of PSU awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the same methodology as used in our consolidated financial statements included in our most recent annual report on Form 10-K for the year ended December 31, 2023.

 Century Communities, Inc. – 2024 Proxy Statement72


 

(7)The total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period.

(8)The peer group total shareholder return is based on the industry peer group we use for purposes of our stock performance graph in our most annual report on Form 10-K for the year ended December 31, 2023 and consists of the following companies: Beazer Homes USA, Inc., Cavco Industries, Inc., Dream Finders Homes, Inc., Hovnanian Enterprises, Inc., KB Home, LGI Homes, Inc., M.D.C. Holdings, Inc., M/I Homes, Inc., Meritage Home Corporation, NVR, Inc., PulteGroup, Inc., Skyline Champion Corporation, Taylor Morrison Home Corporation, Toll Brothers, Inc., and Tri Pointe Homes, Inc. This industry group is broader than the industry group we used in prior years since we believe the broader industry peer group is more representative of a group similar to Century. The smaller industry group we used in prior years consisted of the following companies: Beazer Homes USA, Inc., Hovnanian Enterprises, Inc., KB Home, LGI Homes, Inc., M.D.C. Holdings, Inc., M/I Homes, Inc., Meritage Home Corporation, Taylor Morrison Home Corporation, and Tri Pointe Homes, Inc. The total shareholder return for this smaller industry group for 2023, 2022, 2021 and 2020 are as follows and are also presented in the tables below under the heading “Company TSR and Peer Group TSR”: $243, $125, $174 and $114. In each case, the peer group cumulative total shareholder return is calculated using the same methodology as described in note (7) above, with the returns of each component company of this group weighted according to the respective company’s stock market capitalization at the beginning of each period for which a return is indicated.

(9)Amounts reported represent the amount of net income reflected in our audited consolidated financial statements for the applicable year.

(10)Amounts reported represent the amount of adjusted pre-tax income, which is a non-GAAP financial measure that, for compensation purposes, is calculated by excluding executive bonus expense, acquisition-related expenses, purchase price adjustments, loss from debt extinguishment, impairments, abandonment of land contracts, discontinued operations and certain other nonrecurring expenses from net income before income taxes, as applicable during any particular year. While we use several financial and non-financial performance measures for purposes of evaluating performance for our compensation programs, we have determined that adjusted pre-tax income is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) that we use to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance.

Financial Performance Measures

We used the following financial performance measures during 2023 to link compensation actually paid to our named executive officers to company performance:

D. FrancesconR. FrancesconD. Messenger
Adjusted Pre-Tax IncomeAdjusted Pre-Tax IncomeAdjusted Pre-Tax Income
Adjusted EBITDAAdjusted EBITDAAdjusted EBITDA
RevenueRevenueRevenue
ClosingsClosingsClosings

Pay Versus Performance Relationship

In accordance with Item 402(v) of SEC Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table above.

Century TSR, Peer Group TSR and Compensation Actually Paid

The graph below compares the cumulative total stockholder return (assuming reinvestment of dividends) on $100 invested in each of our common stock, a peer group of nine homebuilding companies similar to Century that was presented in this graph last year, and a broader industry peer group for the four-year period from December 31, 2019 to December 31, 2023. We believe the broader industry peer group is more representative of a group similar to Century.

 Century Communities, Inc. – 2024 Proxy Statement73


 

The former peer group of nine homebuilding companies includes: Beazer Homes USA, Inc., Hovnanian Enterprises, Inc., KB Home, LGI Homes, Inc., M.D.C. Holdings, Inc., M/I Homes, Inc., Meritage Home Corporation, Taylor Morrison Home Corporation, and Tri Pointe Homes, Inc. The broader industry peer group includes the following companies: Beazer Homes USA, Inc., Cavco Industries, Inc., Dream Finders Homes, Inc., Hovnanian Enterprises, Inc., KB Home, LGI Homes, Inc., M.D.C. Holdings, Inc., M/I Homes, Inc., Meritage Home Corporation, NVR, Inc., PulteGroup, Inc., Skyline Champion Corporation, Taylor Morrison Home Corporation, Toll Brothers, Inc., and Tri Pointe Homes, Inc. Our cumulative TSR consistently outperformed the industry peer group’s cumulative TSR during the four years presented in the table. The stock price performance shown in the graph below is not indicative of future price performance.

As demonstrated by the following graph, the amount of compensation actually paid to our NEOs for 2017 can be foundis aligned with our cumulative TSR over the four years presented in the table. The alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards, the value of which is driven by the significant increase in our stock price over the four year period shown in the graph below. As described in more detail under “—All Other Compensation Discussion and Analysis,” 53% of total target compensation awarded to our Co-CEOs and 47% of total target compensation awarded to our former CFO was comprised of equity awards for 2017 – Supplemental.”2023.

 Century Communities, Inc. – 2024 Proxy Statement74


 

Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

As demonstrated by the following two graphs, the amount of compensation actually paid to our NEOs is not necessarily aligned with our net income and our adjusted pre-tax income in each of the four years presented in the table; however, the amount of compensation is impacted by and correlated with the increase in our stock price over the four-year period. While we do not use net income as a performance measure in our overall executive compensation program, the performance measure of net income is correlated with the performance measures of adjusted EBITDA and adjusted pre-tax income, which we use when setting goals for our short-term incentive program and long-term incentive program, respectively. As described in more detail under “Compensation Discussion and Analysis,” we generally seek to incentivize creation of long-term stockholder value and, as a result, emphasize performance-based compensation elements, with superior performance resulting in above-market pay, and underwhelming performance resulting in below-market pay. For 2023, 90% of total target compensation awarded to our Co-CEOs and 85% of total target compensation awarded to our former CFO was comprised of performance-based compensation.

 Century Communities, Inc. – 2024 Proxy Statement75


 

CEO Pay Ratio Disclosure

Under Section 953(b) of the Dodd-Frank Act and Item 402(u) of SEC Regulation S-K, we are required to provide the ratio of the annual total compensation of each of Dale Francescon, our Co-CEO, and Robert J. Francescon, our Co-CEO, to the median of the annual total compensation of all employees of our company (other than our Co-CEOs). This ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their pay ratios.

For 2023:

the annual total compensation of each of our Co-CEOs was $12.6 million;

the annual total compensation of the employee identified at median of our Company (other than our Co-CEOs) was $97,890; and

based on this information, the ratio of the annual total compensation of each of our Co-CEOs to the annual total compensation of our median employee (identified in accordance with SEC rules and as described in greater detail below) was estimated to be 162:1.

To identify our median employee and to calculate the annual total compensation of our median employee and that of our co-CEOs, we used the following methodology, assumptions, and estimates:

Identification of Median Employee. To identify our median employee, we used the following methodology: we selected December 31, 2023 as the date to identify our employee population and “median employee.” We determined that, as of that date, our entire employee population, excluding our Co-CEOs, consisted of 1,687 total employees. In determining this population, we considered the employees of our subsidiaries and all of our employees other than our Co-CEOs, whether employed on a full-time, part-time, temporary, or seasonal basis. We did not include any contractors or other non-employee workers in our employee population. To identify the “median employee” from our employee population, we selected W-2 earnings as the most appropriate measure of compensation. To make them comparable, the W-2 earnings for newly hired permanent employees who had worked less than a year were annualized.

Calculation of Median Employee’s Annual Total Compensation. In accordance with applicable SEC rules, we calculated 2023 annual total compensation for this median employee using the same methodology we use for our named executive officers, as set forth in our Summary Compensation Table included on page 65 of this proxy statement.

Calculation of Co-CEOs’ Annual Total Compensation. With respect to the 2023 annual total compensation of our Co-CEOs, we used the amount set forth in the “Total” column of our Summary Compensation Table included on page 65 of this proxy statement.

 Century Communities, Inc. – 2024 Proxy Statement76


 

POTENTIAL pOST-tERMINATION AND CHANGE IN CONTROL PAYMENTS

Employment Agreements

We have entered into employment agreements with each of our NEOs. These employment agreements are further described under “—Employment and Other Agreements with our NEOs.”

The purpose of these employment agreements is to define the essential terms of these executives’ employment relationships in a manner that will protect our business and other interests and the interests of the executive, including in the event his employment is terminated upon certain events.

Change in Control and Post-Termination Severance Arrangements

Change in Control Arrangements.  To encourage continuity, stability and retention when considering the potential disruptive impact of an actual or potential corporate transaction, we have established change in control arrangements, including provisions in our employment agreements with our NEOs which are described in more detail below under “—Potential Payments Upon a Termination or Change in Control.” These arrangements are designed to incentivize our NEOs to remain with our Company in the event of a change in control or potential change in control. These agreements provide certain payments and benefits in the event of a termination of employmentcontain severance provisions, including in connection with a change in control. These “double trigger” change in control, protections are intended to induce executives to accept or continue employment with our Company, provide consideration to executives for certain restrictive covenants that apply following termination of employment, and provide continuity of management in connection with a threatened or actual change in control transaction. If the employment of one of our NEOs is terminated by Century without cause or by him for “good reason” (as defined in the agreements) within 24 months following a change in control, the executive will be entitled to receive a severance payment and certain benefits. The receipt of any severance is conditioned upon the executive’s execution of a release of claims. These arrangements and a quantification of the payment and benefits provided under these arrangements are described in more detail under “—Potential Payments Upon a Termination or Change in Control.” These additional payments and benefits will not be triggered just by a change in control, but require a termination event not within the control of the executive, and thus are known as “double trigger” change in control arrangements. We believe these change in control arrangements with our NEOs are an important part of our executive compensation program in part because they mitigate some of the risk for executives working in a smaller public company where there is a meaningful likelihood that the company may be acquired. Change in control benefits are intended to attract and retain qualified executives who, absent these arrangements and in anticipation of a possible change in control of our Company, might consider seeking employment alternatives to be less risky than remaining with our Company through the transaction. We believe that relative to our Company’s overall value, our potential change in control benefits are relatively small and are aligned with current peer company practices.

Other Severance Arrangements.  All of our NEOs are entitled to receive severance benefits upon certain other qualifying terminations of employment, other than a change in control, pursuant to the provisions of their employment agreements with us. These severance arrangements are intended to induce these executives to continue employment with our Company and are primarily intended to retain them and provide consideration to them for certain restrictive covenants that apply following a termination of employment. Additionally, we entered into these agreements because they provide us valuable protection by subjecting these executives to restrictive covenants that prohibit the disclosure of confidential information during and following their employment and limit their ability to engage in competition with us or otherwise interfere with our business relationships following their termination of employment. The receipt of any severance by these executives is conditioned upon histhe officer’s execution of a release of claims.

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Executive Stock Ownership Guidelines

In November 2016, we established stock ownership guidelines that are intended to further align the interests of our NEOs with those of our stockholders. A stock ownership target for each of our NEOs has been set at that number of shares of our Century common stock with a value equal to a multiple of the NEO’s annual base salary. All of our NEOs are in compliance with our stock ownership guidelines.

Named Executive Officer
Stock Ownership Target
as a Multiple of Base Salary
Dale Francescon
6x
Robert J. Francescon
6x
David L. Messenger
3x

Each ofUnder the NEOs has five years from the date of hire or, if the ownership multiple has increased during his tenure, five years from the date established in connection with such increase to reach his stock ownership target. Until his stock ownership target is achieved, our Co-CEOs are required to retain an amount equal to 100% of the net shares received as a result of the vesting of restricted stock awards or RSU awards and our CFO is required to retain an amount equal to 60% of the net shares received as a result of the vesting of restricted stock awards or RSU awards. If there is a significant decline in the price of our shares that causes NEOs to be out of compliance, such executives will be subject to their respective retention ratio, but will not be required to purchase additional shares to meet the applicable targets. Compliance with these guidelines is reviewed at least annually by the Board of Directors.

Risk Assessment

As a result of our assessment on risk in our compensation programs, we concluded that our compensation policies, practices, and programs and related compensation governance structure, work together in a manner so as to encourage our executives (and other employees) to pursue growth strategies that emphasize stockholder value creation, but not to take unnecessary or excessive risks that could threaten the value of our Company. For more information on this assessment, see the discussions below under “—Risk Assessment of Compensation Policies, Practices and Programs.”

Tax Deductibility of Executive Compensation

In designing our executive compensation program, we consider the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, which provides that we may not deduct more than $1 million ($1 Million Cap) paid to certain executive officers. During 2017, there was an exception for “performance-based” compensation meeting certain requirements. We believe that we have structured our STI and LTI awards granted under the Century Communities, Inc. First Amended & Restated 2013 Long-Term Incentive Plan to qualify as “performance-based” compensation within the meaning of Code Section 162(m), so that it is fully deductible by us without regard to the $1 Million Cap. In addition, while we believe we have designed our plans to operate in a manner intended to qualify as “performance-based” compensation under Code Section 162(m), it may not qualify or the Compensation Committee may decide to administer the plan in a manner that does not satisfy the requirements of Code Section 162(m) to achieve a result that the Compensation Committee determines to be appropriate.

The Tax Cuts and Jobs Act signed into law on December 22, 2017 (Tax Act), repealed the exception from the $1 Million Cap for “performance-based” compensation. This change is effective for our fiscal years beginning January 1, 2018 and thereafter. In addition, the Tax Act expanded the group of executive officers who are subject to the $1 Million Cap. The revised limit for the $1 Million Cap will apply to any named executive officer who in the fiscal year ending in 2017, or in any year thereafter, was either the principal executive officer, the principal financial officer, or one of the three highest paid officers (Covered Employee), and, once the limit applies to a Covered Employee, all future compensation payable to or on behalf of that individual will remain subject to the $1 Million Cap. As a result, certain compensation amounts that were previously outside of the scope of the $1 Million Cap will now be subject to it. Despite the changes to Code Section 162(m) as a result of the Tax Act, we expect that we will continue to structure our executive compensation program so that a significant portion of total executive compensation is linked to the performance of our Company.

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How We Make Compensation Decisions

There are several elements to our executive compensation decision-making, which we believe allow us to most effectively implement our compensation philosophy. The Compensation Committee, its independent external compensation consultant and management all have a role in decision-making for executive compensation. The following table summarizes their roles and responsibilities:

Responsible Party
Roles and Responsibilities
Compensation Committee

(Comprised solely of independent directors and report to the Board of Directors)
Oversees all aspects of our executive compensation program.
Annually reviews and approves our corporate goals and objectives relevant to Co-CEO compensation.
Evaluates each Co-CEO’s performance in light of such goals and objectives, and determines and approves his compensation based on this evaluation.
Determines and approves all executive officer compensation, including salary, bonus and equity and non-equity incentive compensation.
Administers our current equity and incentive compensation plans and reviews and approves all equity awards and executive incentive payouts.
Reviews our incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk-taking.
Evaluates market competitiveness of each executive’s compensation.
Evaluates proposed changes to our executive compensation program.
Assists the Board in developing and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans.
Has sole authority to hire consultants, approve their fees and determine the nature and scope of their work.
Independent External Compensation Consultant

(Currently Frederic W. Cook & Co., Inc. and formerly Compensation & Benefit Solutions, LLC)

(Independent under NYSE listing standards and reports to the Compensation Committee)
Provides advice and guidance on the appropriateness and competitiveness of our executive compensation program relative to our performance and market practice.
Reviews total compensation strategy and pay levels for executives.
Examines our executive compensation program to ensure that each element supports our business strategy.
Assists in selection of peer companies and gathering competitive market data.
Provides advice with respect to our equity-based compensation plans, including during 2017, our new omnibus incentive plan.
Co-Chief Executive Officers

(With the support of other members of the management team)
Review performance of other executive officers and make recommendations with respect to their compensation.
Confer with the Compensation Committee and compensation consultant concerning design and development of compensation and benefit plans.
Provide no input or recommendations with respect to their own compensation.

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Competitive Considerations and Use of Market Data

We strive to compensate our executive officers competitively relative to industry peers. To ensure reasonableness and competitiveness of our executive compensation packages relative to the industry, the Compensation Committee regularly evaluates our peer group with the aid of our independent external compensation consultant and with input from management. Data from our peer group, therefore, is considered in the compensation benchmarking process as one input in helping to determine appropriate pay levels.

In establishing compatibility between Century and the members of our peer group, the following three factors are considered:

•   Industry
•   Revenue
•   Market Capitalization

2017 Peer Group

Based on these considerations, the following nine companies in the “homebuilding” industry, with revenues ranging from approximately less than $1 billion to over $4.1 billion and market capitalizations between $300 million and $2.3 billion, were selected as members of our peer group for purposes of analyzing the market competitiveness of our 2017 executive compensation program.

2017 Peer Group
AV Homes Inc.
KB Home
Meritage Homes Corporation
Beazer Homes USA, Inc.
M.D.C. Holdings, Inc.
WCI Communities, Inc.
Hovnanian Enterprises, Inc.
M/I Homes, Inc.
William Lyon Homes

While Century was below certain of these peer companies in terms of revenue and market capitalization, the peer group was selected in order to approximate where we reasonably expected Century to be in the near term, while including companies that have experienced similar growth. Further, while we ranked at the 30th percentile for revenue amongst these peer group companies, and in the bottom quartile for market capitalization, we ranked fourth among the peer group companies for one-year Total Stockholder Return (TSR) (three-year and five-year TSR comparisons were not available at such time as we had not been publicly traded for the requisite length of time for those measurements). Given our position relative to these peer companies and our projected growth at the time, we believed that this peer group was appropriate for purposes of benchmarking our 2017 executive compensation.

Changes Reflected in 2018 Peer Group

At the end of 2017, FW Cook worked with the Compensation Committee to review our peer group. As a result of this review, three new companies were added and one company was removed since it had been acquired. Accordingly, the following 11 companies were selected as members of our peer group for purposes of analyzing the market competitiveness of our 2018 executive compensation program (with the three new companies asterisked).

2018 Peer Group
AV Homes Inc.
LGI Homes, Inc.*
Taylor Morrison Home Corporation*
Beazer Homes USA, Inc.
M.D.C. Holdings, Inc.
TRI Pointe Group, Inc.*
Hovnanian Enterprises, Inc.
M/I Homes, Inc.
William Lyon Homes
KB Home
Meritage Homes Corporation

All of these companies are public companies in the homebuilding industry whose business model involves development, design, construction of homes and/or development of land and that have annual revenues and a market capitalization generally within a range of our annual revenues and market capitalization. Though we are below the peer group 25th percentile for revenue and market capitalization, the overall range in the group is narrow. In constructing this new peer group, the Compensation Committee also considered whether companies disclosed Century as a peer, companies that appear in the peer groups of our peer companies and companies of which Institutional Shareholder Services (ISS) considers a peer of ours in its latest voting recommendations report.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing “—Compensation Discussion and Analysis” with our management. Based on this review and these discussions, the Compensation Committee has recommended to the Board of Directors that the “—Compensation Discussion and Analysis” be included in this Proxy Statement and in our Annual Report on Form 10-K for the year ended December 31, 2017.

COMPENSATION COMMITTEE
James M. Lippman, Chair
John P. Box
Keith R. Guericke

Risk Assessment of Compensation Policies, Practices, and Programs

As a result of our annual assessment on risk in our compensation programs, we concluded that our compensation policies, practices, and programs and related compensation governance structure, work together in a manner so as to encourage our employees, including our named executive officers, to pursue growth strategies that emphasize stockholder value creation, but not to take unnecessary or excessive risks that could threaten the value of our company. As part of our assessment, we noted in particular the following:

annual base salaries for employees are not subject to performance risk and, for most non-executive employees, constitute the largest part of their total compensation;
while performance-based, or at risk, compensation constitutes a significant percentage of the overall total compensation of many of our employees, including our executives, non-performance based compensation for most employees for most years is still a sufficiently high percentage of their overall total compensation that the performance-based compensation does not encourage unnecessary or excessive risk taking;
for most employees, our performance-based compensation has appropriate maximums;
a significant portion of performance-based compensation of our employees is in the form of long-term equity incentives which do not encourage unnecessary or excessive risk because they generally vest over a three-year period of time thereby focusing our employees on our long-term interests; and
performance-based or variable compensation awarded to our employees, which for our higher-level employees, including our named executive officers, constitutes the largest part of their total compensation, is appropriately balanced between annual and long-term performance and cash and equity compensation, and utilizes several different performance measures and goals that are drivers of long-term success for our Company and stockholders.

As a matter of best practice, we will continue to monitor our compensation policies, practices, and programs to ensure that they continue to align the interest of our employees, including in particular our executive officers, with those of our long-term shareholders while avoiding unnecessary or excessive risk.

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Summary Compensation Table

The table set forth below summarizes the compensation earned by or paid to each of the individuals who served as our “principal executive officer” or “principal financial officer” during 2017. Our Co-CEOs and CFO are our only executive officers.

Name and Principal
Position
Year
Salary
($)
Bonus
($)(1)
Stock
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)
Dale Francescon
 
2017
 
 
839,453
 
 
 
 
1,182,500
 
 
2,550,000
 
 
61,396
 
 
4,633,349
 
Chairman of the Board and Co-Chief Executive Officer
 
2016
 
 
789,583
 
 
 
 
2,249,998
 
 
2,318,868
 
 
78,000
 
 
5,436,449
 
 
2015
 
 
750,000
 
 
 
 
2,249,986
 
 
1,500,000
 
 
65,609
 
 
4,565,595
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert J. Francescon
 
2017
 
 
839,453
 
 
 
 
1,182,500
 
 
2,550,000
 
 
61,258
 
 
4,633,211
 
Co-Chief Executive Officer and President
 
2016
 
 
789,583
 
 
 
 
2,249,998
 
 
2,318,868
 
 
78,000
 
 
5,436,449
 
 
2015
 
 
750,000
 
 
 
 
2,249,986
 
 
1,500,000
 
 
65,609
 
 
4,565,595
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David L. Messenger
 
2017
 
 
469,727
 
 
 
 
442,496
 
 
950,000
 
 
13,570
 
 
1,875,793
 
Chief Financial Officer and Secretary
 
2016
 
 
444,792
 
 
 
 
850,002
 
 
900,000
 
 
24,000
 
 
2,218,794
 
 
2015
 
 
415,909
 
 
 
 
599,990
 
 
600,000
 
 
6,000
 
 
1,621,899
 
(1)We generally do not pay any discretionary bonuses or bonuses that are subjectively determined and did not pay any such bonuses to any NEOs in any of the years presented. Annual cash bonuses are based on performance against pre-established performance goals and are reported in the “Non-Equity Incentive Plan Compensation” column.
(2)Amounts reported represent the grant date fair value of RSU awards granted to our NEOs, computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 and based on the closing price of our common stock on the grant date. Certain RSUs granted in 2017 to our Co-CEOs and CFO were determined based on the achievement of a performance metric during 2016. Similarly, the number of RSUs granted in 2016 and 2015 to our Co-CEOs and CFO were based on the achievement of a performance metric.
(3)Amounts reported represent payouts under our short-term incentive plan and for each year reflect the amounts earned for that year but paid during the following year. See “—Compensation Discussion and Analysis—Named Executive Officer Compensation—Short-Term Incentive—Annual Cash Bonus” for a description of our short-term incentive plan.
(4)Amounts reported in this column for 2017 are described under “—All Other Compensation for 2017 - Supplemental.

Employment and Other Agreements with NEOs

Co-Chief Executive Officers. In May 2016, we entered into an amended and restated employment agreement with each of our Co-Chief Executive Officers, Dale Francescon and Robert J. Francescon. Each of these agreements was effective as of May 11, 2016, has an initial term of five years, and provides for automatic one-year extensions after the expiration of the initial term, unless either party provides the other with at least 90 days’ prior written notice of non-renewal. Each of these agreements requires Dale Francescon and Robert J. Francescon, respectively, to dedicate substantially his full business time and attention to the affairs of Century.

These agreements also provide for, among other things:

an initial annual base salary of $800,000 (which was subsequently increased to $850,000 for 2017), subject to future increases from time to time at the discretion of the Compensation Committee;
eligibility for annual cash performance bonuses, with a target amount equal to 150% of annual base salary and a maximum amount equal to 300% of annual base salary, based on the achievement of performance goals to be established by the Compensation Committee;
participation in our equity incentive plans;
reimbursement of up to $2,500 per month for premiums paid by or on behalf of the executive for term life insurance coverage, a $2,500 per month automobile and cell phone allowance and other fringe benefits and perquisites provided to our other senior executives; and
participation in any employee benefit plans and programs that are maintained from time to time for our other senior executives.

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These agreements contain customary confidentiality provisions as well as non-competition and non-solicitation provisions that apply during the term of the agreements and for two years after the termination of their employment by us for “cause” or by the executive without “good reason” (as such terms are defined in the agreements). These agreements also contain severance and change-in-control provisions, which are described under “—Potential Payments upon Termination or Change in Control.”

Chief Financial Officer. In November 2017, we entered into an employment agreement with our CFO, David L. Messenger. This agreement has an initial term of three years, and provides for automatic one-year extensions after the expiration of the initial term, unless either party provides the other with at least 90 days’ prior written notice of non-renewal. This agreement provides for, among other things:

an initial annual base salary of $475,000, subject to future increases or decreases from time to time at the discretion of the Compensation Committee;
eligibility for annual cash performance bonuses, with a threshold opportunity equal to 50% of annual base salary, a target opportunity equal to 100% of annual base salary, and a maximum opportunity equal to 200% of annual base salary, based on the achievement of performance goals to be established by the Compensation Committee;
opportunity for future equity awards under our equity incentive plans;
$500 per month automobile and cell phone allowance and other fringe benefits and perquisites provided to our other senior executives; and
participation in any employee benefit plans and programs that are maintained from time to time for our other senior executives.

This agreement is substantially similar to the amended and restated employment agreements with our Co-CEOs, as described above, except that the amount of payments and level ofno severance benefits to our CFO are generally less than those provided to our Co-CEOs. Mr. Messenger’s agreement contains customary confidentiality provisions as well as non-competition and non-solicitation provisions that apply during the term of the agreement and for one year after the termination of Mr. Messenger’s employment by us for “cause” or by him without “good reason” (as such terms are defined in the agreement). The agreement also contains severance and change-in-control provisions, which are described under “—Potential Payments upon Termination or Change in Control.”

All Other Compensation for 2017 – Supplemental

The table below provides information concerning amounts reported in the “All other compensation” column of the Summary Compensation Table for 2017 with respect to each NEO. Additional detail on these amounts are provided under “—Compensation Discussion and Analysis—Named Executive Officer Compensation—Other Compensation.”

Name
Company Match
Contributions
401(k)
($)
Auto and Cell
Phone
Allowance
($)
Life Insurance
Premiums
($)
Other
($)
Total Other
Compensation
($)
Dale Francescon
 
1,000
 
 
30,000
 
 
30,396
 
 
 
 
61,396
 
Robert J. Francescon
 
1,000
 
 
30,000
 
 
30,258
 
 
 
 
61,258
 
David L. Messenger
 
7,570
 
 
6,000
 
 
 
 
 
 
13,570
 

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Grants of Plan-Based Awards During 2017

The table below provides information concerning grants of plan-based awards to each of our NEOs during the year ended December 31, 2017. Non-equity incentive plan awards were granted to our NEOs under our annual short-term incentive plan, the material terms of which are described under “—Compensation Discussion and Analysis—Named Executive Officer Compensation—Short-Term Incentive-Annual Bonus Plan.” Stock awards (in the form of RSU awards) were granted under our stockholder-approved plan that was in effect on the date of grant. The material terms of these awards are described under “—Compensation Discussion and Analysis—Named Executive Officer Compensation—Long-Term Incentives” or in the notes to the table below.

 
 
Estimated Future Payouts under
Non-Equity Incentive Plan Awards(1)
All Other
Stock Awards:
Number of
Shares of
Stock or
Units(2)
(#)
Grant Date
Fair Value
Stock and
Option
Awards(3)
($)
Name
Grant Date
Threshold
($)
Target
($)
Maximum
($)
Dale Francescon
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash incentive award
 
637,500
 
 
1,275,000
 
 
2,550,000
 
 
 
 
 
 
 
RSU award
02/08/17
 
 
 
 
 
 
 
 
 
 
35,714
 
 
799,994
 
RSU award
03/17/17
 
 
 
 
 
 
 
 
 
 
15,089
 
 
382,506
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert J. Francescon
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash incentive award
 
637,500
 
 
1,275,000
 
 
2,550,000
 
 
 
 
 
 
 
RSU award
02/08/17
 
 
 
 
 
 
 
 
 
 
35,714
 
 
799,994
 
RSU award
03/17/17
 
 
 
 
 
 
 
 
 
 
15,089
 
 
382,506
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David L. Messenger
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash incentive award
 
237,500
 
 
475,000
 
 
950,000
 
 
 
 
 
 
 
RSU award
02/08/17
 
 
 
 
 
 
 
 
 
 
13,393
 
 
300,003
 
RSU award
03/17/17
 
 
 
 
 
 
 
 
 
 
5,621
 
 
142,492
 
(1)Amounts reported represent estimated future payouts under our short-term incentive plan. Actual payouts under the short-term incentive plan are reflected in the “Non-equity incentive compensation” column of the Summary Compensation Table.
(2)Amounts reported represent RSU awards granted under the Century Communities, Inc. First Amended & Restated 2013 Long-Term Incentive Plan. The RSU awards granted on February 8, 2017 vest and become issuable on the one-year anniversary of the grant date, in each case, subject to the executive’s continued employment with us. The RSU awards granted on March 17, 2017 vest and become issuable in equal installments on the first, second and third year anniversaries of the grant date, in each case, subject to the executive’s continued employment with us. In addition, such RSU awards will vest in full immediately upon a termination of the executive’s employment by Century without cause or by the executive for good reason or in the event of a termination of the executive’s employment due to his death or disability, or in the case of our Co-CEOs, his retirement.
(3)Amounts reported represent the grant date fair value of the RSU awards granted to our NEOs, computed in accordance with FASB ASC Topic 718 and based on the closing price of our common stock on the grant date.

Outstanding Equity Awards as of December 31, 2017

The following table sets forth information with respect to all outstanding unvested restricted stock awards and RSU awards held by our NEOs as of December 31, 2017. No other equity awards were held by our NEOs as of December 31, 2017.

Stock Awards as of December 31, 2017
Name
Number of Shares or Units of
Stock That Have Not Vested (#)
Market Value of Shares or Units of
Stock that Have Not Vested ($)(1)
Dale Francescon
200,648(2
)
6,240,153
Robert J. Francescon
200,648(2
)
6,240,153
David L. Messenger
70,735(3
)
2,199,859
(1)Value is calculated by multiplying the number of underlying shares of Century common stock underlying the restricted stock awards or RSU awards that have not vested by the closing price of our common stock on December 29, 2017, the last trading day of 2017 ($31.10), as reported by the NYSE.

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(2)Comprised of 15,089 unvested shares underlying RSU awards granted on March 17, 2017, 35,714 unvested shares underlying RSU awards granted on February 8, 2017, 105,857 unvested shares underlying RSU awards granted on February 10, 2016, and 43,988 unvested shares underlying restricted stock awards granted on February 18, 2015. Each of these awards, other than the RSU award granted on February 8, 2017, vests in equal installments on the first, second and third year anniversaries of the respective grant dates, subject to the executive’s continued employment with us. The RSU award granted on February 8, 2017 vests on the one-year anniversary of the grant date. In addition, such RSU awards will vest in full immediately upon a termination of the executive’s employment by Century without cause or by the executive for good reason or in the event of a termination of the executive’s employment due to his retirement, death or disability.
(3)Comprised of 5,621 unvested shares underlying RSU awards granted on March 17, 2017, 13,393 unvested shares underlying RSU awards granted on February 8, 2017, 39,991 unvested shares underlying RSU awards granted on February 10, 2016, and 11,730 unvested shares underlying restricted stock awards granted on February 18, 2015. Each of these awards, other than the RSU award granted on February 8, 2017, vests in equal installments on the first, second and third year anniversaries of the respective grant dates, subject to the executive’s continued employment with us. The RSU award granted on February 8, 2017 vests on the one-year anniversary of the grant date. In addition, such RSU awards will vest in full immediately upon a termination of the executive’s employment by Century without cause or by the executive for good reason or in the event of a termination of the executive’s employment due to his death or disability.

Option Exercises and Stock Vested During 2017

The table below provides information regarding stock awards (in the form of restricted stock awards and RSU awards) that vested for each of our NEOs during the year ended December 31, 2017. No option awards were exercised by any of our NEOs during the year ended December 31, 2017.

 
Stock Awards(1)
Name
Number of
Shares Acquired
on Vesting
(#)
Value
Realized on
Vesting
($)
Dale Francescon
 
 
 
 
 
 
Restricted stock awards
 
67,352
 
 
1,629,839
 
RSU awards
 
52,929
 
 
1,206,781
 
Robert J. Francescon
 
 
 
 
 
 
Restricted stock awards
 
67,352
 
 
1,629,839
 
RSU awards
 
52,929
 
 
1,206,781
 
David L. Messenger
 
 
 
 
 
 
Restricted stock awards
 
67,352
 
 
682,747
 
RSU awards
 
27,306
 
 
455,886
 
(1)The number of shares acquired upon vesting reflects the gross number of shares acquired or becoming non-forfeitable absent netting of any shares surrendered or sold to satisfy tax withholding requirements. The value realized on vesting represents the gross number of shares acquired or that became non-forfeitable, multiplied by the closing sale price of our common stock on the vesting date or the last trading day prior to the vesting datepayable if the vesting date was not a trading day, as reported by the NYSE.

Potential Payments upon Termination or Change in Control

Co-CEO Employment Agreements. In May 2016, we entered into an amended and restated employment agreement with each of our Co-Chief Executive Officers, Dale Francescon and Robert J. Francescon. Under the terms of these agreements, the post-employment pay and benefits, if any, to be received by Dale Francescon or Robert J. Francescon in the event of a termination of his employment will vary according to the basis for his termination.

If we terminate Dale Francescon’s or Robert J. Francescon’sthe executive’s employment for “cause”cause or if he resigns voluntarily and without “good reason” (as such terms are defined ingood reason and other than by reason of retirement. If the agreements), he will be entitled to receive any earned but unpaid annual base salary, reimbursement of expenses incurred prior to the date of termination, accrued but unused vacation, and any other benefits that have been earned and accrued prior to the date of termination. In addition, any outstanding equity awards granted to him will be paid in accordance with their terms.

If, during the term of the agreement, we terminate Dale Francescon’s or Robert J. Francescon’sexecutive’s employment is terminated due to his disability, or his employment terminates due to his death or retirement, (as defined below), he or his estate will be entitled to receive (i) any earned but unpaida prorated amount of his annual base salary, reimbursement of expenses incurred prior to the date of termination and accrued but unused vacation; (ii) any annual bonus and equity

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awards that the executive earned for any fiscal year prior to the fiscal year in which the executive’s employment terminated to the extent that such annual bonus and equity awards had not yet been paid or granted before the termination date, and any other benefits that have been earned and accrued prior to the termination date; (iii) in lieu of the annualincentive bonus for the fiscal year in which his employment terminates, a lump sum cash payment equalterminated based on actual performance; (ii) in the event of termination due to death or disability, the prorated amountimmediate vesting of the annual bonus that would have become payableperformance-based equity awards for the fiscal year ifor performance period in which employment had not been terminated based on target performance, actually achieved that year (determined by the Board following completionunless actual performance exceeds target based on proration of the performance year); (iv)goals, but without proration based on the executive’s actual period of service, or, in the event of termination due to retirement, the performance-based equity awards that the executive would have received for the fiscal year or performance period in which the executive’s employment terminated will vest based on a prorated basis throughactual performance for the date of termination,full performance period and as though his employmentif he had not terminated and assuming that all conditions or parameters to such receipt at the target level have been fully satisfied; provided, that the executive was employed for at least 50% of the year; (v)employment; (iii) the immediate vesting as of the date of termination of all equity awards granted to him under our equity incentive plans (other than restricted stock awards in the event of retirement);not then based on performance; and (vi)(iv) our payment for up to 18 months of the employer’sthat portion of his COBRA premiums during any time in whichthat exceeds what he elects COBRA continuation coverage for up to 30 months following the date of termination, unlesswould have paid if he becomes eligible to receive coverage under another comparable medical plan.were an active employee. For purposes of the agreements, “retirement” means histhe executive’s voluntary termination of his employment, upon satisfaction ofprovided the following conditions:executive: (a) he has reached (or will reach on or afterbefore the termination date) the age of 60 along with at least 1825 years of employment with us (for purposes of the agreements, each executive’s employment with us is deemed to have commenced on(measured from November 1, 2000); and (b) he provides us with a termination notice statingof his intent to terminate his employment due to retirementretire at least 90 days in advance of the termination date.

If during the term of the agreement, we terminate either Dale Francescon’s or Robert J. Francescon’sthe executive’s employment without cause or if he terminates his employment for good reason, he will be entitled to (i) any earned but unpaid annual base salary, reimbursement of expenses incurred prior to the date of termination and accrued but unused vacation; (ii) any annual bonus and equity awards that the executive earned for any fiscal year prior to the fiscal year in which the executive’s employment terminated to the extent that such annual bonus and equity awards had not yet been paid or granted before the termination date, and any other benefits that have been earned and accrued prior to the date of termination; (iii) a lump sum cash severance payment in an amount equal to threetwo times his then-current annual base salary; (iv) in lieu of the annual bonus for the fiscal year in which his employment terminates,(ii) a lump sum cash payment equal to the greater of either two times his average annual bonus for the three preceding fiscal years or two times his potential target bonus for the year in which the termination date occurs; (iii) a prorated amount of thehis annual incentive bonus that would have become payable for the fiscal year if employment had not been terminated, based on performance actually achieved that year (determined by the Board following completion of the performance year); provided, that, if the date of his termination is within the initial term, the amount received shall be no less than the maximum allowable annual bonus that he could have been paid for such year pursuant to the terms of the agreement; (v) equity awards that the executive would have received for the fiscal year in which the executive’s employment terminated calculated based on a prorated basis through the date of termination as though his employment had not terminated, and assuming that all conditions or parameters to such receipt at the target level have been fully satisfied; (vi)actual performance; (iv) the immediate vesting as of the dateequity awards for the fiscal year or performance period in which employment terminated based on target performance, unless actual performance exceeds target based on proration of terminationthe performance goals, but without proration based on the executive’s actual period of service; (v) the immediate vesting of all equity awards granted to him under our equity incentive plan;not then based on performance and (vii)(vi) our payment for up to 18 months of the employer’sthat portion of his COBRA premiums during any time in whichthat exceeds the amount he elects COBRA continuation coverage for up to 30 months followingwould have paid as an active employee. If we terminate the date of termination, unless he becomes eligible to receive coverage under another comparable medical plan.

The agreements also provide that if the terminationexecutive’s employment without cause or if he terminates his employment for good reason, occurswithin six months preceding or within 24 months following a “change in control” (as defined in the agreements), in addition to the other payments described above (but in lieu of the payment in clauses (i) and (ii) above), the executive will receive a lump sum cash severance and prorated annual bonus payments), Dale Francescon and Robert J. Francescon will receive an amountpayment equal to three times the higher of the following: (A) the sum of his annual base salary and a lump sum cash payment equal to the greater of: (a) three times his potential target annual bonus for the year in which the termination date of termination occurs; or (B) the sum of(b) three times his average annual base salary and average annual bonus for the three completed fiscal years immediately preceding the date of termination. To the extent that any change in control payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Code, such payments and/or benefits may be subject to a “best pay cap” reduction to the extent necessary so that the executive will receive the greater of the (i) net amount of the change in control payments and benefits reduced such that such payments and benefits will not be subject to the excise tax and (ii) net amount of the change in control payments and benefits without such reduction.

Most of the payments and benefits provided for above, other than the accrued payments and benefits, are conditioned upon our receipt of a release of claims from the executive.termination date.

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CFO Employment Agreement. In November 2017, we entered into anUnder the employment agreement with our CFO, David L. Messenger. Under the terms of this agreement, the post-employment pay and benefits, if any, to be received by Mr. Messenger, in the event of a termination of his employment will vary according to the basis for his termination.

Ifno severance benefits were payable if we terminateterminated Mr. Messenger’s employment for “cause”cause or if he resignsresigned voluntarily and without “good reason” (as defined in the agreement), he will be entitled to receive any earned but unpaid annual base salary, reimbursement of expenses incurred prior to the date of termination, accrued but unused vacation, and any other benefits that have been earned and accrued prior to the date of termination.good reason. In addition, any outstanding equity awards granted to him willwere required to be paid in accordance with their terms.

If, during the term Accordingly, in connection with Mr. Messenger’s voluntary resignation, effective March 22, 2024, no severance benefits were payable and all of the agreement, we terminatehis unvested PSU awards terminated. If Mr. Messenger’s employment was terminated due to his disability or if his employment terminates due to his death, he or his estate willwould be entitled to receive (i) any earned but unpaida prorated amount of his annual base salary, reimbursement of expenses incurred prior to the date of termination and accrued but unused vacation; (ii) any annual bonus and equity awards that he earned for any fiscal year prior to the fiscal year in which his employment terminated to the extent that such annual bonus and equity awards had not yet been paid or granted before the termination date, and any other benefits that have been earned and accrued prior to the date of termination; (iii) in lieu of the annualincentive bonus for the fiscal year in which his employment terminates,terminated based on actual performance; (ii) the immediate vesting of a lump sum cash payment equal to the prorated amount of the annual bonus that would have become payable for the fiscal year if his employment had not been terminated, based on performance actually achieved that year (determined by the Board following completion of the performance year) provided, that he was employed for at least 50% of the year; (iv)performance-based equity awards that he would have received for the fiscal year in which his employment terminated, calculated based on a prorated basis through the date of termination, as though his employment had not terminated, and assuming that all conditions or parameters to such receipt at the target level have been fully satisfied; provided, that he was employed for at least 50% of the performance period and provided further that in lieu thereof we may pay him in cash the fair market value of such equity award; (v)performance; (iii) the immediate vesting as of the date of termination of all unvested equity awards granted to him under our equity incentive plans that vestnot then based on the passage of time;performance; and (vi)(iv) our payment for up to 18 months of the employer’sthat portion of the executive’s COBRA premiums during any time in which the executive elects COBRA continuation coverage for up to 18 months following the date of termination, unlessthat exceeds what he becomes eligible to receive coverage under another comparable medical plan.

would have paid as an active employee. If during the term of the agreement, we terminateterminated Mr. Messenger’s employment without cause or if he terminatesterminated his employment for good reason, he willwould be entitled to (i) any earned but unpaid annual base salary, reimbursement of expenses incurred prior to the date of termination and accrued but unused vacation; (ii) any annual bonus and equity awards that he earned for any fiscal year prior to the fiscal year in which his employment terminated to the extent that such annual bonus and equity awards had not yet been paid or granted before the termination date, and any other benefits that have been earned and accrued prior to the date of termination; (iii) a cash severance payment equal to his annual base salary payable as salary continuation over 12 months; (iv) in lieu(ii) the prorated amount of thehis annual incentive bonus for the fiscal year in which his employment terminates,terminated calculated based on actual performance; (iii) the immediate vesting of a lump sum cash payment equal to the prorated amount of the annual bonus that would have become payableperformance-based equity awards for the fiscal year if his employment had not been terminated, based on performance actually achieved that year (determined by the Board following completion of the performance year); (v) equity awards that he would have received for the fiscal year in which his employment terminated, on a prorated basis through the date of termination as though his employment had not terminated, and assuming that all conditions or parameters to such receipt at the target level have been fully satisfied and provided further that in lieu thereof we may pay him in cash the fair market value of such equity award; (vi)performance; (iv) the immediate vesting as of the date of termination of all equity awards granted to him under our equity incentive plan that vestnot then based on the passage of time;performance; and (vii)(v) our payment for up to 18 months of the employer’sthat portion of his COBRA premiums during any time in whichthat exceeds what he elects COBRA continuation coverage for up to 18 months following the date of termination, unlesswould have paid if he becomes eligible to receive coverage under another comparable medical plan.

The agreements also provide that if the terminationwere an active employee. If we terminated Mr. Messenger’s employment without cause or if he terminated his employment for good reason occurs within 24 months following a “change in control” (as defined in the agreement), in addition to the other payments described above (but in lieu of the cash severance and prorated annual bonus payments), Mr. Messenger willwould receive ana lump sum amount equal to two times his annual base salary plus two times the greater of his target annual bonus for the year in which the date of termination occurs or the average of his annual bonuses paid to him for the

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three completed fiscal years immediately preceding the termination date. Additionally, in lieu of the immediate vesting of only a prorated amount of his performance-based equity awards based on target performance, Mr. Messenger would receive the immediate vesting of his performance-based equity awards for the fiscal year or performance period in which his employment terminated based on target performance, unless actual performance exceeds target based on proration of the performance goals through the last day of the calendar quarter preceding the termination date, but in each case without proration based on his actual period of termination. service.

 Century Communities, Inc. – 2024 Proxy Statement77


 

To the extent that any change in control payment or benefit would be subject to anthe “golden parachute” excise tax imposed in connection withunder Code Section 4999, of the Code, such payments and/or benefits maywill be subjectreduced to a “best pay cap” reduction to the extent necessary soan amount that will not subject the executive will receive the greater of the (i) net amount of the change in control payments and benefits reduced such that such payments and benefits will not be subject to the excise tax and (ii)if the reduction results in him receiving a greater amount on a net amount ofafter tax basis than would be received if he received the change in control paymentspayment and benefits without such reduction.

Most ofand paid the payments and benefits provided for above, other than the accrued payments and benefits, are conditioned upon our receipt of a release of claims from Mr. Messenger.excise tax.

Other Change in Control Provisions. Arrangements

The Century Communities, Inc. 20172022 Omnibus Incentive Plan (2017 omnibus incentive plan) and the Century Communities, Inc. First Amended &and Restated 2013 Long-Term2017 Omnibus Incentive Plan under which awards have been granted to our NEOs contain “change in control” provisions.

Under these plans, a “change in control” means:

the acquisition, other than from Century, by any individual, entity or group of beneficial ownership of 50% or more of the then outstanding shares of common stock;
the consummation of a reorganization, merger or consolidation of Century with respect to which all or substantially all of the individuals or entities who were the beneficial owners of common stock immediately prior to the transaction do not, following the transaction, beneficially own more than 50% of the outstanding shares of common stock of the corporation resulting from the transaction; or
a complete liquidation or dissolution of Century or the sale or other disposition of all or substantially all of the assets of Century.

Under the 2017 omnibus incentive plan,plans, without limiting the authority of the Compensation Committee to adjust awards, if a change“change in controlcontrol” of Century (as defined in the applicable plan) occurs, then, unless otherwise provided in the award or other agreement, if an award is continued, assumed, or substituted by the successor entity, the award will not vest or lapse solely as a result of the change of control but will instead remain outstanding under the terms pursuant to which it has been continued, assumed, or substituted and will continue to vest or lapse pursuant to such terms.

If Unless otherwise provided in an agreement, if the award is continued, assumed, or substituted by the successor entity and within two years following the change in control the executive is either terminated by the successor entity without “cause” or, if under the older plan, if the executive is an executive officer of Century, resigns for “good reason,” each as defined in the 2017 omnibus incentiveapplicable plan, then:

all restrictions imposed on restricted stock, RSUs or deferred units that are not performance-based held by such participant will lapse;
all vested and earned awards that are performance-based held by such participant for which the performance period has been completed as of the date of such termination or resignation but have not yet been paid will be paid in cash or shares and at such time as provided in the award agreement; and
all performance-based awards for which the performance period has not been completed as of the date of such termination or resignation held by such participant will immediately vest and be earned in full and paid out with respect to each performance goal based on actual performance achieved through the date of termination or resignation with the manner of payment to be made in cash or shares as provided in the award agreement within 30 days following the date of termination or resignation.

If a change in control of Century occurs, anyif outstanding awards that are not continued, assumed, or substituted with equivalent awards by the successor entity will be subject to the following rules:

all restrictions imposed on restricted stock, RSUs or deferred units that are not performance-based will lapse;
all vested and earned awards that are performance-based for which the performance period has been completed as of the date ofin connection with the change in control, but have not yet been paid will be paid in cash or shares and at such time as provided in the award agreement;then:

all restrictions imposed on restricted stock, RSU awards, or deferred units that are not performance-based held by such participant will lapse;

all vested and earned awards that are performance-based held by such participant for which the performance period has been completed as of the date of such termination, resignation, or change in control, as applicable, but have not yet been paid, will be paid in cash or shares and at such time as provided in the award agreement; provided that if payment in the change in control transaction is made in shares, the Compensation Committee may in its discretion provide the holder the consideration provided to other similarly situated stockholders in the change in control; and

 Century Communities, Inc. – 2024 Proxy Statement78


All performance-based awards for which the performance period has not been completed as of the date of the change in control will immediately vest and be earned in full and paid out with respect to each

 

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all performance-based awards for which the performance period has not been completed as of the date of such termination, resignation or change in control, as applicable, held by such participant will immediately vest and be earned in full and paid out with respect to each performance goal based on actual performance achieved through the date of termination, resignation or change in control, as applicable, with the manner of payment to be made in cash or shares, as provided in the award agreement, within 30 days following the date of termination, resignation, or change in control, as applicable, and provided that if payment in the change in control transaction is made in shares, the Compensation Committee may in its discretion provide the holder the consideration provided to other similarly situated stockholders in the change in control.

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performance goal based on actual performance achieved through the date of the change in control with the manner of payment to be made in cash or shares as provided in the award agreement within 30 days following the date of the change in control, but if payment is made in shares, the Compensation Committee may in its discretion provide the holder the consideration provided to other similarly situation stockholders in the change in control.

Under Century Communities, Inc. First Amended & Restated 2013 Long-Term Incentive Plan, subject to the terms of the applicable award agreement, upon a change in control, the Compensation Committee may, in its discretion, determine whether the restriction period and performance period applicable to some or all outstanding restricted stock awards and restricted stock unit awards shall lapse in full or in part and whether the performance measures applicable to some or all outstanding awards shall be deemed to be satisfied. The Compensation Committee may further require that shares of stock of the corporation resulting from such a change in control, or a parent corporation thereof, be substituted for some or all of our shares of common stock subject to an outstanding award and that any outstanding awards, in whole or in part, be surrendered to us by the holder, to be immediately cancelled by us, in exchange for a cash payment, shares of capital stock of the corporation resulting from or succeeding us or a combination of both cash and such shares of stock.

Potential Payments to Named Executive Officers. Officers

The table below shows potential payments to our NEOs, not otherwise earned, under various scenarios involving a termination of employment, including prior to or followingin connection with a change in control, and upon a change in control without a termination of employment, assuming a December 31, 20172023 termination date. Pursuant to applicable SEC rules, all scenarios are showed for Mr. Messenger even though he voluntarily resigned effective March 22, 2024. All equity awards are valued at the closing price of our common stock on the last trading day of 2023, December 29, 2023 ($91.14), as reported by the NYSE.

Name
Benefit
Termination
without Cause
or for Good
Reason Prior to
Change in
Control
($)
Termination
without
Cause or for
Good Reason
within 24
Months
Following
Change in
Control
($)
Voluntary
Termination
($)
Death or
Disability
($)
Retirement
($)
Dale Francescon
Severance Pay(1)
 
2,550,000
 
 
8,747,904
 
 
 
 
 
 
 
 
Incentive Pay(2)
 
2,550,000
 
 
 
 
 
 
2,550,000
 
 
2,550,000
 
 
Equity Award Vesting(3)
 
6,240,153
 
 
6,240,153
 
 
 
 
6,240,153
 
 
6,240,153
 
 
LTI Award Vesting(4)
 
800,000
 
 
800,000
 
 
 
 
800,000
 
 
800,000
 
 
Other Benefits(5)
 
47,847
 
 
47,847
 
 
 
 
47,847
 
 
47,847
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert J. Francescon
Severance Pay(1)
 
2,550,000
 
 
8,747,904
 
 
 
 
 
 
 
 
Incentive Pay(2)
 
2,550,000
 
 
 
 
 
 
2,550,000
 
 
2,550,000
 
 
Equity Award Vesting(3)
 
6,240,153
 
 
6,240,153
 
 
 
 
6,240,153
 
 
6,240,153
 
 
LTI Award Vesting(4)
 
800,000
 
 
800,000
 
 
 
 
800,000
 
 
800,000
 
 
Other Benefits(5)
 
65,337
 
 
65,337
 
 
 
 
65,337
 
 
65,337
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David L. Messenger
Severance Pay(6)
 
475,000
 
 
2,583,334
 
 
 
 
 
 
 
 
Incentive Pay(7)
 
950,000
 
 
 
 
 
 
950,000
 
 
 
 
Equity Award Vesting(3)
 
2,199,859
 
 
2,199,859
 
 
 
 
2,199,859
 
 
 
 
LTI Award Vesting(4)
 
300,000
 
 
300,000
 
 
 
 
300,000
 
 
 
 
Other Benefits(5)
 
35,562
 
 
35,562
 
 
 
 
35,562
 
 
 

NameBenefit

Termination

without Cause

or for Good

Reason

Outside a

Change in

Control 

($) 

Termination

without Cause

or for Good

Reason in

Connection with

a Change in

Control 

($) 

Voluntary

Termination/

Retirement(1) 

($) 

Death or

Disability 

($) 

Change in

Control(2) 

($) 

Dale FrancesconSeverance Pay(3)2,000,0003,000,000
 Incentive Pay(4)7,686,72211,530,083
 RSU Award Vesting 582,111 582,111 582,111
 PSU Award Vesting(5) 36,056,989 36,056,989 36,056,989
 Other Benefits(6) 33,823 33,823 33,823
       
Robert J. FrancesconSeverance Pay(3)2,000,0003,000,000
 Incentive Pay(4)7,686,722 11,530,083
 RSU Award Vesting 582,111 582,111 582,111
 PSU Award Vesting(5) 36,056,989 36,056,989 36,056,989
 Other Benefits(6) 48,959 48,959 48,959
       
David L. MessengerSeverance Pay(7)750,000 1,500,000
 Incentive Pay(8) 3,766,264
 RSU Award Vesting 262,119 262,119 262,119
 PSU Award Vesting(9) 3,406,905 13,557,348 3,406,905
 Other Benefits(6) 43,999 43,999 43,999

(1)While the Co-CEOs are entitled to certain benefits under their employment agreements in the event of a retirement, neither executive currently meets the definition of retirement in his agreement to be entitled to such benefits. Mr. Messenger was not entitled to any benefits in the event of a retirement. No benefits were payable in connection with Mr. Messenger’s voluntary resignation, effective March 22, 2024.

(2)Assumes equity awards are continued, assumed, or substituted with equivalent awards by the successor entity. If the equity awards are not continued, assumed, or substituted with equivalent awards by the successor entity, then the RSU awards will become immediately vested and issuable, resulting in a value of $582,111 in the case of each of the Co-CEOs and $262,119 in the case of our former CFO, and the PSU awards will automatically vest based on actual performance, resulting in a value of up to $36,477,327 in the case of each of the Co-CEOs and up to $13,715,294 in the case of our former CFO. The PSU award values represent payouts of the PSU awards for the 2022 to 2024 performance period and the 2023 to 2025 performance period since the PSU awards for the 2021 to 2023 performance period were already earned.

 Century Communities, Inc. – 2024 Proxy Statement79


 

(3)(1)Represents: (a) threetwo times the executive’s current base salary in the event of a termination without cause or for good reason prior tooutside a change in control; and (b) three times the higherexecutive’s base salary in the event of a termination without cause or for good reason in connection with a change in control.

(4)Represents: (a) the following:greater of: (i) the sum of two times the executive’s annual base salary and target annual bonus for the year in which the date of termination occurs; or (i)(ii) the sum of two times the executive’s average annual base salary and average annual bonus for the three completed fiscal years immediately preceding the date of termination in the event of a termination without cause or for good reason within 24 months followingoutside a change in control.
(2)Represents: (a) maximumcontrol; and (b) the greater of: (i) the sum of three times the executive’s target annual bonus for 2017the year in which the date of termination occurs; or (ii) the sum of three times the executive’s average annual bonus for the three completed fiscal years immediately preceding the date of termination in the event of a termination without cause or for good reason prior toin connection with a change in control; and (b) actual earned bonus for 2017 incontrol. In the eventcase of a termination due to death, disability or retirement.retirement, the executive is entitled to his prorated actual earned 2023 bonus, which amount ($7,000,000) is not included since it was earned as of December 31, 2023.

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(5)(3)Based on:Represents the value of shares of our common stock that the executive would have been entitled to receive as payout of the PSU awards for the 2022 to 2024 performance period and the 2023 to 2025 performance period, which is based on the greater of (a) the number of PSU award shares underlying unvested RSU awardsat target and restricted stock awards held by such executive as of December 31, 2017, multiplied by (b) the closing pricenumber of our common stockPSU award shares based on December 29, 2017,actual performance and performance goals prorated to the last trading day of 2017 ($31.10), as reported by the NYSE. Notwithstandingcalendar quarter preceding the foregoing, inexecutive’s termination but without proration based on the eventCo-CEO’s actual period of a retirementservice. Since actual performance exceeded target performance, the table reflects the value of either Dale Francescon or Robert J. Francescon, restricted stock awards are not included and would reduce the equitynumber of PSU award vesting payment to $4,872,126.shares based on actual performance. The value of the number of PSU award shares based on target performance is $14,327,664, including dividend equivalent rights.
(4)Represents grant date fair value of target LTI award for 2017 performance.

(6)(5)Represents our portion of the applicable COBRA premium for 18 months of continued coverage under our medical benefits plan for 30 months in the case of Dale Francescon and Robert J. Francescon and 18 months in the case of David L. Messenger.plan.

(7)(6)Represents: (a) the executive’s current base salary in the event of a termination without cause or for good reason prior tooutside a change in control; and (b) the sum of: (i) two times the executive’s annual base salary and (ii)in the event of a termination without cause or for good reason in connection with a change in control.

(8)Represents two times the higher of: the executive’s target annual bonus for the year in which the date of termination occurs or the average annual bonus paid to the executive for the three completed fiscal years immediately preceding the date of termination in the event of a termination without cause or for good reason within 24 months followingin connection with a change in control.
(7)Represents In the case of a termination without cause or for good reason outside a change in control or due to death or disability, the executive is entitled to his prorated actual earned 2023 bonus for 2017.($3,750,000), which amount is not included in the table since it was earned as of December 31, 2023.

(9)In the case of a termination without cause or for good reason outside a change in control and in the case of a termination due to death or disability, represents the value of the number of shares of our common stock the executive would have been entitled to receive as payout of the PSU awards for the 2022 to 2024 performance period and the 2023 to 2025 performance period. In the event of a termination without cause or for good reason outside the context of a change in control or in the event of a termination due to death or disability, the value is based on the number of PSU award shares at target and prorated based on the executive’s days of employment during the performance period.

In the case of a termination without cause or for good reason in connection with a change in control, represents the value of the number of shares of our common stock the executive would have been entitled to receive as payout of the PSU awards for the 2022 to 2024 performance period and the 2023 to 2025 performance period. In the event of a termination without cause or for good reason in connection with a change in control, the value is based on the greater of (a) the number of PSU award shares at target and (b) the number of PSU award shares based on actual performance and performance goals prorated to the last day of the calendar preceding the executive’s termination, and in each case without any proration based on the executive’s actual period of employment during the performance period. Since actual performance exceeded target performance, the table reflects the value of the number of PSU award shares based on actual performance. The value of the number of PSU award shares based on target performance is $6,734,061, including dividend equivalent rights.

 Century Communities, Inc. – 2024 Proxy Statement80


COMPENSATION Risk Assessment

As a result of our annual assessment on risk in our compensation programs, we concluded that our compensation policies, practices, and programs and related compensation governance structure work together in a manner so as to encourage our employees, including our NEOs, to pursue growth strategies that emphasize stockholder value creation, but not to take unnecessary or excessive risks that could threaten the value of our company. As part of our assessment, we noted in particular the following:

annual base salaries for employees are not subject to performance risk and, for most non-executive employees, constitute the largest part of their total compensation;

performance-based, or at risk, compensation awarded to our employees, which for our higher-level employees constitutes the largest part of their total compensation, is appropriately balanced between annual and long-term performance and cash and equity compensation and utilizes several different performance measures and goals that are drivers of long-term success for our Company and stockholders and has appropriate maximums; and

a significant portion of performance-based compensation is in the form of long-term equity incentives, which do not encourage unnecessary or excessive risk because they generally have a three-year performance period or vest over a three-year period of time, thereby focusing our employees on our long-term interests.

As a matter of best practice, we will continue to monitor our compensation policies, practices, and programs to ensure that they continue to align the interests of our employees, including in particular our executive officers, with those of our long-term stockholders while avoiding unnecessary or excessive risk.

ANTI-HEDGING and ANTI-PLEDGING POLICY

Under our insider trading policy, trading in our securities is subject to the following guidance for all officers and directors and those employees or consultants with access to material non-public information (collectively referred to as insiders):

Short Sales. No insider may engage in “short sales” (sales of securities that are not then fully owned and paid for), “hedging,” “share lending,” or derivatives trading (e.g., puts, calls, cash settled or other swaps or synthetic securities trading) of our securities.

Publicly Traded Options. No insider may engage in transactions in publicly traded options, such as “puts,” “calls” and other derivative securities (to the extent applicable to the Company), on a securities exchange or in any other organized market, or enter into hedges or swaps involving our securities.

Short-Term Trading. Insiders who purchase our securities may not sell any of our securities of the same class for at least six months after the purchase, and insiders who sell Company securities may not purchase any Company securities of the same class for at least six months after the sale.

Trading on Margin. Insiders may not hold our securities in a margin account, except as permitted in certain circumstances by the Compliance Officer.

Pledging. Insiders may not pledge our securities as collateral for a loan, except as permitted in certain circumstances by the Compliance Officer.

 Century Communities, Inc. – 2024 Proxy Statement81


Standing Orders. Standing orders to purchase our securities should be used only for a very limited period of time (e.g., 72 hours). A standing order placed with a broker to sell or purchase securities at a specified price leaves the insider with no control over the timing of the transaction. A standing order transaction executed by the broker when an insider is aware of material nonpublic information may result in unlawful insider trading.

Compensation Committee Interlocks and Insider Participation

During their service on

None of the members of the Compensation Committee none of the membershas or had any relationship requiring disclosure under Item 404 of SEC Regulation S-K and none of the members of the Compensation Committeeor has ever been an officer or employee of Century or any of our subsidiaries. None of our executive officers serves, or in the past has served, as a member of the Compensation Committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Board or the Compensation Committee.

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DIRECTOR COMPENSATION

Overview

Our non-employee director compensation program generally is designed to attract and retain experienced and knowledgeable directors and to provide equity-based compensation to align the interests of our directors with those of our stockholders. In 2017,2023, our non-employee director compensation was comprised of equity compensation, in the form of annual RSUstock awards, and cash compensation, in the form of annual retainers. Each of these components is described in more detail below. Dale Francescon and Robert J. Francescon, as employee directors, do not receive any additional compensation for their service as directors.

DIRECTOR COMPENSATION Process for Consideration and Determination of Director Compensation

The Board of Directors has delegated to the Compensation Committee the responsibility, among other things, to review and recommend to the Board any proposed changes in non-employee director compensation. In connection with such review, the Compensation Committee is assisted in performing its duties by our Human Resources Department and also engages an independent external compensation consultant to provide analysis regarding non-employee director compensation.

During 2017,2023, the Compensation Committee engaged CBSWealthPoint to review our non-employee director compensation. CBS’sWealthPoint’s review consisted of, among other things, analysis of board compensation trends and a competitive assessment based on a selected group of companies operating in the United States that are similarly situated to us from a revenue and market capitalization perspective.us. The peer group used for this analysis was the same peer group used for the executive compensation analysis. The Compensation Committee considered this data in determining whether to recommend any changes to our non-employee director compensation program. Overall,On May 3, 2023, the review by CBS showed that ourBoard of Directors, upon recommendation of the Compensation Committee, approved a $20,000 increase in the annual stock award to align Century’s non-employee director compensation program was aligned with the market trends from a design perspective and aligned with our target positioning from a compensation level standpoint. No changes were made to our non-employee director compensation program during 2017.median of its peer companies.

Director Compensation Program

The following table sets forth our non-employee director compensation program for 2017.2023.

2017
($)
Board Member Retainer
75,000
80,000
Audit Committee Chair Retainer
Premium
25,000
15,000
Audit Committee Member Retainer
(including Chair)
11,000
Compensation Committee Chair Retainer
Premium
20,000
12,500
Compensation Committee Member Retainer
(including Chair)
10,000
Nominating and Corporate Governance Committee Chair Retainer
Premium
20,000
10,000
Nominating and Corporate Governance Committee Member Retainer
(including Chair)
10,000
Annual RSUStock Award
100,000
175,000

The annual RSU award for 2017 was

Annual cash retainers are typically paid in advance either annually or quarterly.

Annual stock awards are granted under the Century Communities, Inc. 2017 Omnibus Incentive Plan and vests in equal installments annually over three years, subject to continued service on the Board. Prior to 2017,date of the annual RSU award was granted undermeeting of stockholders each year and the Century Communities, Inc. First Amended & Restated 2013 Long-Term Incentive Plan. Prior to 2016, the equity component was provided in restricted stock awards. The number of shares of our common stock underlying each annual RSU award is determined by dividing the $100,000 equity value by the closing price of our common stock on the grant date. The stock awards are fully vested on the date of grant. New director stock awards are granted on the date of election to the Board and are prorated.

 Century Communities, Inc. – 2024 Proxy Statement83


We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in-person at Board and Board committee meetings.

Under the terms of the Century Communities, Inc. 2022 Omnibus Incentive Plan, the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with FASB ASC Topic 718, or any successor thereto) of awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year may not exceed $1 million (increased to $1.5 million with respect to any non-employee director serving as Chair of the Board or Lead Independent Director or in the fiscal year of a non-employee director’s initial service as a non-employee director). Any compensation that is deferred counts towards this limit for the year in which the compensation is first earned, and not a later year of settlement.

NON-EMPLOYEE Director Compensation HIGHLIGHTS

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Some of the highlights of our non-employee director compensation are:

No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service.
Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stockholders.
Recognition of Special Roles: Special roles (such as Committee Chairs) are fairly recognized for their additional time commitments.
Annual Equity Grants with Immediate Vesting: Equity awards are granted annually with a fixed value and immediate vesting to support independence.
Limit on Total Non-Employee Director Compensation: Our omnibus incentive plan contains a limit on total non-employee director compensation.
Robust Stock Ownership Guidelines: A guideline of five times the annual Board cash retainer supports alignment with stockholders’ interests and mitigates potential compensation-related risk.
No Perquisites: Our directors receive no perquisites, personal benefits or other compensation.

 Century Communities, Inc. – 2024 Proxy Statement84


Summary Director Compensation Table for 20172023

The following table sets forth information concerning the compensation of our non-employee directors during the year ended December 31, 2017.2023. Each of Dale Francescon and Robert J. Francescon is not compensated separately for his service as a director, and his compensation is discussed under “Executive Compensation.”

Name
Fees Earned or
Paid in Cash
($)
Stock
Awards(1)(2)
($)
All Other
Compensation(3)
($)
Total
($)
John P. Box
 
116,000
 
 
99,985
 
 
 
 
215,985
 
Keith R. Guericke
 
120,000
 
 
99,985
 
 
 
 
219,985
 
James M. Lippman
 
116,000
 
 
99,985
 
 
 
 
215,985
 

Name 

 

Fees Earned or

Paid in Cash

($)

 

Stock 

Awards(1)

($)

 

Option

Awards(2)

($)

 

All Other

Compensation(3) 

($)

 

Total

($)

Patricia L. Arvielo 111,000 175,014   286,014
John P. Box 121,000 175,014   296,014
Keith R. Guericke 126,000 175,014   301,014
James M. Lippman 123,500 175,014   298,514
Elisa Zúñiga Ramírez(4) 19,197 98,274   117,471

(1)(1)The amounts reflected represent the grant date fair value of RSUthe stock awards, for 3,843 sharesas computed in accordance with FASB ASC Topic 718.
(2)As Each of the directors in the table received a stock award for 2,661 shares on May 3, 2023, the date of our 2023 annual meeting of stockholders, except for Ms. Ramírez who received a prorated stock award for 1,582 shares on October 16, 2023, the date her service as a new director commenced. For each director, the number of stock awards granted was determined by dividing the annual stock grant value, $175,000, or in the case of Ms. Ramírez, the prorated stock grant value, $98,288, by the closing price of our common stock on the grant date. Since all of the stock awards granted to our directors are vested and unrestricted, none of our directors held any unvested stock awards as of December 31, 2017, each director held unvested restricted stock awards for 1,717 shares and unvested RSU awards for 7,662 shares.2023.

(2)We do not grant any stock options as part of our non-employee director compensation program. None of our directors held any stock options as of December 31, 2023.

(3)We do not provide perquisite and other personal benefits to our non-employee directors.

(4)Ms. Ramírez joined the Board on October 16, 2023; and, therefore, the information reflects fees earned for her service on the Board following such appointment.

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EQUITY COMPENSATION PLAN INFORMATION

Securities Authorized for Issuance Under Equity Compensation Plans

The table below provides information about our common stock that may be issued under our equity compensation plans as of December 31, 2017.

Plan Category
Number of Securities
to Be Issued upon
Exercise of Outstanding
Options, Warrants and
Rights
(a)
Weighted-
Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
(b)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
(c)
Equity compensation plans approved by security holders
 
695,746
(1) 
$
0.00
(2) 
 
1,221,890
 
Equity compensation plans not approved by security holders
 
 
 
 
 
 
Total
 
695,746
(1)
$
0.00
(2)
 
1,221,890
 

(1)Amount includes 180,075 shares of our common stock issuable upon the vesting of RSU awards granted under the Century Communities, Inc. 2017 Omnibus Incentive Plan and 515,671 shares of our common stock issuable upon the vesting of RSU awards granted under the Century Communities, Inc. First Amended & Restated 2013 Long-Term Incentive Plan.
(2)Not included in the weighted-average exercise price calculation are 695,746 RSUs.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Review and Approval of Related Party Transactions

Our Code of Business Conduct and Ethics applies to our officers, directors and any employees, and outlines the principles, policies, and values that govern the activities of Century, including with respect to conflicts of interest.

A conflict of interest is defined as any situation in which a director, officer or employee has inconsistent, or seemingly inconsistent, interests with those of Century as a whole, which could, if not properly addressed, cause serious harm to Century. A conflict situation could arise when the individual takes actions or has interests that make it difficult for the individual to perform his or her work objectively and effectively. It is specifically required by our Code of Business Conduct and Ethics that any transaction involving a conflict of interest be approved by a vote of a majority of Century’s disinterested and independent directors. Our Chief Financial Officer is generally responsible for overseeing and monitoring compliance with respect to transactions involving conflicts of interest. All reported violations will be promptly investigated and treated confidentially to the greatest extent possible.

On any new related party transactions, if the party involved in the transaction is a member of the Board of Directors, such member of the Board is required to recuse or abstain from involvement in the decision. IfIn addition, the remaining Board members ratify the transaction, the Board will grant a waiver to the Code of Business Conduct and Ethics. In the event that such a waiver is granted to anycharter of our officersAudit Committee requires the Audit Committee to approve or directors, we would announce the waiver within four business days on a Current Report on Form 8-K and in the “Investors—Corporate Governance—Governance Documents” section of our website at www.centurycommunities.com.

In addition, onratify all related party transactions. On a quarterly basis, the BoardAudit Committee reviews all existing related party transactions and any new transactions that are brought to the attention of either management or the Board.

Transactions with Related Persons

For the period beginning on January 1, 20172023 to the date of this Proxy Statement,proxy statement, the following are our current arrangements with a related party:

Employment and Other Agreements with Named Executive Officers.

We have entered into an employment agreement and aircraft time sharing agreements with each of our Co-Chief Executive Officers, Dale Francescon and Robert J. Francescon, and our former Chief Financial Officer, David L. Messenger. TheseMr. Messenger’s agreements were entered into with these individualsterminated effective March 22, 2024 in connection with their capacities as officers, and provide for salary, bonus and other benefits, including the grant of equity awards, and severance upon a termination of employment under certain circumstances.his voluntary resignation. Please see the sections above entitled “Executive Compensation—Employment and Other Agreements with Named Executive Officers” for a description of these agreements.

Indemnification Agreements.

We have entered into an indemnification agreement with each of our directors, Co-Chief Executive Officers, Interim Chief Financial Officer, and former Chief Financial Officer. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision in our charter and thethese indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.

Other Related Party Transactions

James Francescon, the son of Robert J. Francescon, our Co-Chief Executive Officer, serves as our Executive Vice President, Corporate Operations. During 2023, he received total gross compensation of $646,500.

The son of David L. Messenger, our former Chief Financial Officer, purchased a home from Century for approximately $650,000 at a closing held during 2023 and in connection with such purchase obtained a mortgage of approximately $552,500 from Inspire Home Loans. Both the home purchase and mortgage were made in the ordinary course of Century’s business, on the same terms available to the general public, and did not involve more than normal risk of collectability or present other unfavorable features.

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STOCK OWNERSHIP

Significant Beneficial Owners

The table below sets forth information as to entities that have reported to the SEC or have otherwise advised us that they are a beneficial owner, as defined by the SEC’s rules and regulations, of more than 5% of our outstanding common stock.

Class of

Securities

Name and Address of  

Beneficial Owner 

Number of

Shares

Beneficially

Owned

Percent of

Class(1)

Common Stock

BlackRock, Inc.(2) 

50 Hudson Yards 

New York, NY 10001 

5,224,31416.4%
Common Stock

Dimensional Fund Advisors LP(3) 

Building One 

6300 Bee Cave Road 

Austin, TX 78746 

2,616,4858.2%
Common Stock

Wellington Management Group LLP(4) 

c/o Wellington Management Company LLP 

280 Congress Street 

Boston, MA 02210 

2,169,2606.8%
Common Stock

The Vanguard Group, Inc.(5) 

100 Vanguard Boulevard 

Malvern, PA 19355 

2,020,0136.4%
Common Stock

Dale Francescon(6) 

8390 East Crescent Parkway, Suite 650 

Greenwood Village, CO 80111 

1,930,4826.1%
Common Stock

Robert J. Francescon(7) 

8390 East Crescent Parkway, Suite 650 

Greenwood Village, CO 80111 

1,638,5085.2%

(1)Percent of class is based on 31,781,757 shares of our common stock outstanding as of our record date, March 11, 2024.

(2)Based solely on information contained in a Schedule 13G/A of BlackRock, Inc., a parent holding company, filed with the SEC on January 22, 2024, reflecting beneficial ownership as of December 31, 2023, with sole voting authority with respect to 5,082,981 shares and sole investment discretion with respect to 5,224,314 shares. BlackRock, Inc. does not have shared voting or dispositive power over any of the shares.

(3)Based solely on information contained in a Schedule 13G/A of Dimensional Fund Advisors LP, an investment adviser, filed with the SEC on February 9, 2024, reflecting beneficial ownership as of December 29, 2023, with sole investment discretion with respect to 2,616,485 shares and sole voting authority with respect 2,579,340 shares. Dimensional Fund Partners LP does not have shared voting or dispositive power over any of the shares. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serves as investment manager or sub-adviser to certain other commingled funds, group trusts, and separate accounts (such investment companies, trusts, and accounts, collectively referred to as the Funds). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser, and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, Dimensional) may possess voting and/or investment power over the shares that are owned by the Funds and may be deemed to be the beneficial owner of the shares held by the Funds. However, all shares are owned by the Funds. Dimensional disclaims beneficial ownership of such shares.

 Century Communities, Inc. – 2024 Proxy Statement87


 

(4)Based solely on information contained in a Schedule 13G/A filed jointly by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP (collectively, the “Wellington Group”) filed with the SEC on February 9, 2024, reflecting beneficial ownership as of December 29, 2023. The Wellington Group reported aggregate beneficial ownership of 2,169,260 shares. Each of Wellington Management Group LLP, Wellington Group Holdings LLP, and Wellington Investment Advisors Holdings LLP reported shared investment discretion with respect to 2,169,260 shares and shared voting authority with respect to 1,694,643 shares. Wellington Management Company LLP reported shared investment discretion with respect to 2,021,434 shares and shared voting authority with respect to 1,654,507 shares.

(5)Based solely on information contained in a Schedule 13G/A that was filed with the SEC on February 13, 2024 by The Vanguard Group, Inc., an investment adviser, reflecting beneficial ownership as of December 29, 2023, with sole investment discretion with respect to 1,963,577 shares, sole voting authority with respect 0 shares, shared investment discretion with respect to 56,436 shares and shared voting authority with respect to 25,642 shares.

(6)Based in part on information contained in a Schedule 13G/A filed by Dale Francescon with the SEC on February 5, 2024, reflecting beneficial ownership as of December 31, 2023. Includes 224,333 shares of our common stock directly owned by Dale Francescon, 250,000 shares of common stock held by the Dale Francescon Roth IRA and 1,274,762 shares of our common stock beneficially owned through Dale Francescon’s ownership interest in DF Century, LLC, an entity controlled by him. Also includes 35,000 shares of our common stock held by the DCF Family Foundation and 140,000 shares of our common stock held by the James R. Francescon 2020 Trust. Dale Francescon, the sole trustee of the James R. Francescon 2020 Trust, has sole voting and dispositive power over the shares held by the James R. Francescon 2020 Trust. Also includes 6,162 shares of common stock issuable upon the vesting of restricted stock unit awards within 60 days of March 11, 2024 and an additional 225 shares of common stock issuable upon settlement of dividend equivalent rights associated with such restricted stock unit awards.

(7)Based in part on information contained in a Schedule 13G/A filed by Robert J. Francescon with the SEC on February 5, 2024, reflecting beneficial ownership as of December 31, 2023. Includes 274,328 shares of our common stock directly owned by Robert J. Francescon, 250,000 shares of common stock held by the Robert J. Francescon Roth IRA, and 887,793 shares of our common stock beneficially owned through Robert J. Francescon’s ownership interest in RJF Century, LLC, an entity controlled by him. Also includes 220,000 shares of Common Stock held by the Nicholas R. Francescon 2020 Trust. Robert J. Francescon, the sole trustee of the Nicholas R. Francescon 2020 Trust, has sole voting and dispositive power over the shares held by the Nicholas R. Francescon 2020 Trust. Also includes 6,162 shares of common stock issuable upon the vesting of restricted stock unit awards within 60 days of March 11, 2024 and an additional 225 shares of common stock issuable upon settlement of dividend equivalent rights associated with such restricted stock unit awards.

 Century Communities, Inc. – 2024 Proxy Statement88


 

Security Ownership by Management

The table below sets forth information known to us regarding the beneficial ownership of our common stock as of March 11, 2024, by:

each of our directors;

each of the individuals named in the “Summary Compensation Table” under “Executive Compensation” on page 65; and

all of our current directors and executive officers as of the date of this proxy statement as a group.

To our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person, except as otherwise set forth in the notes to the table and subject to community property laws, where applicable. The number of shares beneficially owned represents the number of shares the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (i) the vesting of restricted stock units or the exercise of any option, warrant, or right; (ii) the conversion of a security; (iii) the power to revoke a trust, discretionary account, or similar arrangement; or (iv) the automatic termination of a trust, discretionary account, or similar arrangement.

Class of

Securities

Name of  

Beneficial Owner 

Title/Position

Number of

Shares

Beneficially

Owned(1)

Percent of

Class(2)

Common StockDale Francescon(3)

Chairman of the Board and Co-Chief Executive Officer 

1,930,4826.1%
Common StockRobert J. Francescon(4)Co-Chief Executive Officer, President, and Director1,638,5085.2%
Common StockPatricia L. ArvieloDirector8,308* 
Common StockJohn P. BoxDirector54,296* 
Common StockKeith R. GuerickeDirector41,379* 
Common StockJames M. LippmanDirector35,658* 
Common StockElisa Zúñiga RamírezDirector1,582* 
Common StockDavid L. MessengerFormer Chief Financial Officer and Secretary193,594* 
Common StockAll directors and executive officers as a group (8 persons) 3,713,82411.7%

*Indicates beneficial ownership of less than 1% of the total outstanding common stock.

(1)Includes for the persons listed below the shares of common stock listed below issuable upon the vesting of restricted stock unit awards, including the settlement of related dividend equivalent rights, within 60 days of March 11, 2024:

NameNumber of Restricted Stock Units
Dale Francescon6,387
Robert J. Francescon6,387
Patricia L. Arvielo0
John P. Box0
Keith R. Guericke0
James M. Lippman0

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NameNumber of Restricted Stock Units
Elisa Zúñiga Ramírez0
David L. Messenger2,876
Current Directors and Executive Officers as a Group12,774

(2)Percent of class is based on 31,781,757 shares of our common stock outstanding as of our record date, March 11, 2024.

(3)Based in part on information contained in a Schedule 13G/A filed by Dale Francescon with the SEC on February 5, 2024, reflecting beneficial ownership as of December 31, 2023. Includes 224,333 shares of our common stock directly owned by Dale Francescon, 250,000 shares of common stock held by the Dale Francescon Roth IRA and 1,274,762 shares of our common stock beneficially owned through Dale Francescon’s ownership interest in DF Century, LLC, an entity controlled by him. Also includes 35,000 shares of our common stock held by the DCF Family Foundation and 140,000 shares of our common stock held by the James R. Francescon 2020 Trust. Dale Francescon, the sole trustee of the James R. Francescon 2020 Trust, has sole voting and dispositive power over the shares held by the James R. Francescon 2020 Trust. Also includes 6,162 shares of common stock issuable upon the vesting of restricted stock unit awards within 60 days of March 11, 2024 and an additional 225 shares of common stock issuable upon settlement of dividend equivalent rights associated with such restricted stock unit awards. See also note (1) above.

(4)Based in part on information contained in a Schedule 13G/A filed by Robert J. Francescon with the SEC on February 5, 2024, reflecting beneficial ownership as of December 31, 2023. Includes 274,328 shares of our common stock directly owned by Robert J. Francescon, 250,000 shares of common stock held by the Robert J. Francescon Roth IRA, and 887,793 shares of our common stock beneficially owned through Robert J. Francescon’s ownership interest in RJF Century, LLC, an entity controlled by him. Also includes 220,000 shares of Common Stock held by the Nicholas R. Francescon 2020 Trust. Robert J. Francescon, the sole trustee of the Nicholas R. Francescon 2020 Trust, has sole voting and dispositive power over the shares held by the Nicholas R. Francescon 2020 Trust. Also includes 6,162 shares of common stock issuable upon the vesting of restricted stock unit awards within 60 days of March 11, 2024 and an additional 225 shares of common stock issuable upon settlement of dividend equivalent rights associated with such restricted stock unit awards. See also note (1) above.

Stock Ownership Guidelines

We have established stock ownership guidelines that are intended to further align the interests of our directors and named executive officers with those of our stockholders. The stock ownership guidelines for our non-employee directors and named executive officers are as follows:

PositionGuideline
Non-Employee Director5x annual cash retainer
Co-Chief Executive Officers6x annual base salary
Other Named Executive Officers3x annual base salary

While shares of common stock underlying unvested time-based restricted stock or restricted stock units are included in determining compliance with the guideline, unvested performance-based awards and any stock options do not count towards compliance with the guideline.

Each director and named executive officer has five years from the date of appointment or hire or, if the ownership multiple has increased during his tenure, five years from the date established in connection with such increase to reach his stock ownership targets. Until the applicable stock ownership target is achieved, each director and Co-Chief Executive Officer subject to the guidelines is required to retain an amount equal to 100% of the net shares received as a result of the vesting of restricted stock awards or restricted stock unit awards, and other named executive officers are required to retain an amount equal to 60% of the net shares received as a result of the vesting of restricted stock awards or restricted stock unit awards. All of our directors and named executive officers are in compliance with our stock ownership guidelines, taking into account the five-year compliance deadline and other exceptions.

 Century Communities, Inc. – 2024 Proxy Statement90


 

Securities Authorized for Issuance Under Equity Compensation Plans

The table below provides information about our common stock that may be issued under our equity compensation plan as of December 31, 2023. All outstanding awards have been granted under the Century Communities, Inc. 2017 Omnibus Incentive Plan, as amended and restated, and more recently the Century Communities, Inc. 2022 Omnibus Incentive Plan.

Plan Category 

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights

(a) 

 

Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights

(b) 

 

Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)  

(c) 

Equity compensation plans approved by security holders 1,456,810(1)  $0.00(2)  2,511,598(3) 
Equity compensation plans not approved by security holders      
Total 1,456,810(1)  $0.00(2)  2,511,598(3) 

(1)Amount includes 342,266 shares of our common stock issuable upon the vesting of RSU awards and 1,114,544 outstanding PSU awards, assuming a maximum level of achievement, and including dividend equivalent rights. The actual number of shares that will be issued under the PSU awards is determined by the level of achievement of a performance goal.

(2)RSU and PSU awards do not have exercise prices and, therefore, have been excluded from the weighted-average exercise price calculation in column (b).

(3)All shares of our common stock remaining available for future issuance are issuable under the stockholder-approved Century Communities, Inc. 2022 Omnibus Incentive Plan.

 Century Communities, Inc. – 2024 Proxy Statement91


 

INFORMATION ABOUT THE 2024 ANNUAL MEETING

The Board of Directors is using this proxy statement to solicit your proxy for use at our 2024 Annual Meeting of Stockholders. The Board is soliciting proxies to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting.

We have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending an Important Notice of Availability of Proxy Materials for the Annual Meeting (which we refer to as the “Internet Notice”) to most of our stockholders of record and paper or electronic copies of the proxy materials to our remaining stockholders of record. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders may request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Internet Notice and on the website referred to in the Internet Notice, including an option to request paper copies on an ongoing basis.

When and where will the Annual Meeting be held?

The Annual Meeting will be held on Wednesday, May 8, 2024, at 1:00 p.m. local time, at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237.

Directions to attend the Annual Meeting may be obtained by calling Investor Relations at (303) 268-8398.

WhAT ARE THE PURPOSES OF CONTENTSTHE Annual Meeting?

The purposes of the Annual Meeting are to vote on the following items described in this proxy statement:

ProposalItem of Business
Proposal No. 1Election of Directors
Proposal No. 2Ratification of Appointment of Independent Registered Public Accounting Firm
Proposal No. 3Advisory Vote on Executive Compensation  
Proposal No. 4Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

There are no rights of appraisal or similar rights of dissenters arising from matters to be acted on at the meeting.

are there any matters to be voted on at the annual meeting that are not included in this proxy statement?

We currently are not aware of any business that will be presented at the Annual Meeting other than as described in this proxy statement. If, however, any other matter is properly brought at the Annual Meeting, or any continuation, postponement, or adjournment thereof, your proxy includes discretionary authority on the part of the individuals appointed to vote your shares or act on those matters in accordance with their best judgment.

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WhO CAN ATTEND the Annual Meeting?

All of our stockholders entitled to vote at the Annual Meeting may attend the Annual Meeting. If your shares are held in street name, however, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from the record holder of your shares. Stockholders who wish to attend the Annual Meeting will be required to present verification of ownership of our common stock, such as a bank or brokerage firm account statement, and will be required to present a valid, government-issued picture identification, such as a driver’s license or passport, to gain admittance to the Annual Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases, or packages will be permitted in the Annual Meeting.

WhO IS ENTITLED TO VOTE AT the Annual Meeting?

Holders of record of shares of our common stock as of the close of business on March 11, 2024, the record date, will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment thereof. At the close of business on the record date, there were 31,781,757 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

hOW MANY SHARES MUST BE PRESENT?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority in voting power of our capital stock issued and outstanding and entitled to vote on the record date will constitute a quorum. Your shares will be counted toward the quorum if you submit a proxy or vote at the Annual Meeting. Shares represented by proxies marked “abstain” and “broker non-votes” also are counted in determining whether a quorum is present.

WhAT IF A QUORUM IS NOT PRESENT?

If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

hOW DO I VOTE?

We recommend stockholders vote by proxy even if they attend the Annual Meeting. If your shares are registered in your name, you may vote your shares by one of the five following methods:

Vote by InternetGo to www.proxyvote.com and follow the instructions for Internet voting shown on your Notice Regarding the Availability of Proxy Materials or proxy card.
Vote by TelephoneCall 800-690-6903 and follow the instructions for telephone voting shown on your proxy card.
Vote by Mail

Complete, sign, date and mail your proxy card in the envelope provided if you received a paper copy of these proxy materials. If you vote by Internet, telephone or mobile device, please do not mail your proxy card.

Vote by Mobile DeviceScan the QR code on your Notice Regarding the Availability of Proxy Materials or proxy card and follow the links.

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Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Savings Time, on May 7, 2024. If you vote through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers, and that these costs must be borne by you.

If your shares are held in the name of a bank, broker, or other holder of record, you will receive instructions on how to vote from the bank, broker, or holder of record. You must follow the instructions of such bank, broker, or holder of record in order for your shares to be voted. Telephone and Internet voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares in person at the Annual Meeting, you should contact your bank, broker, or agent to obtain a legal proxy or the bank’s or broker’s proxy card and bring it to the Annual Meeting in order to vote.

WhAT IS THE DIFFERENCE BETWEEN BEING A “RECORD HOLDER” AND HOLDING SHARES IN “STREET NAME”?

A record holder holds shares in his or her name. Shares held in “street name” are held in the name of a bank or broker on a person’s behalf.

CAN i VOTE IF MY SHARES ARE HELD IN “STREET NAME”?

Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being forwarded to you by your bank or brokerage firm along with a voting instruction card. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and your bank or brokerage firm is required to vote your shares in accordance with your instructions.

WhAT ARE BROKER NON-VOTES?

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares.

A broker is entitled to vote shares held for a beneficial owner on routine matters. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm in Proposal No. 2 is a routine matter; and accordingly, a broker is entitled to vote shares held for a beneficial owner on that proposal without instructions from such beneficial owner. On the other hand, absent instructions from a beneficial owner, a broker is not entitled to vote shares held for such beneficial owner on non-routine matters. We believe, based on the rules of the NYSE, that the election of directors in Proposal No. 1, the advisory vote on executive compensation in Proposal No. 3, and the advisory vote on frequency of future advisory votes on executive compensation in Proposal No. 4, are non-routine matters; and accordingly, brokers do not have authority to vote on such matters absent instructions from beneficial owners. Whether a voting proposal is ultimately determined routine or non-routine is determined by the NYSE. Accordingly, if beneficial owners desire not to have their shares voted by a broker in a certain manner, they should give instructions to their brokers as to how to vote their shares.

Broker non-votes count for purposes of determining whether a quorum is present.

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The Board recommends that you vote:

FOR the election of Dale Francescon, Robert J. Francescon, Patricia L. Arvielo, John P. Box, Keith R. Guericke, James M. Lippman and Elisa Zúñiga Ramírez to serve as members of the Board until the next annual meeting of stockholders and until their successors are duly elected and qualified;

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

FOR the approval of the advisory vote on our executive compensation; and

ONE YEARfor the advisory vote on frequency of future advisory votes on executive compensation.

If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted in accordance with the Board’s recommendations.

WHAT IS THE REQUIRED VOTE FOR EACH PROPOSAL?

ProposalVotes Required

Effect of

Abstentions

Effect of

Broker Non-

Votes

Proposal No. 1:  Election of Directors

Majority of votes cast. This means that nominees receiving more “FOR” votes than “AGAINST” votes will be elected as directors. Nominees receiving more “AGAINST” votes than “FOR” votes are expected to tender a written offer of resignation. 

Abstentions will have no effect.Broker non-votes will have no effect.
Proposal No. 2:  Ratification of Appointment of Independent Registered Public Accounting Firm

Affirmative vote of the holders of a majority of our outstanding shares of common stock entitled to vote thereon. 

Abstentions will have the effect of a vote against the proposal.

We do not expect any broker non-votes on this proposal.(1)  

Proposal No. 3:  Advisory Vote on Executive Compensation(2)  

Affirmative vote of the holders of a majority in voting power of the shares of common stock present in person or by proxy and entitled to vote thereon. 

Abstentions will have the effect of a vote against the proposal.Broker non-votes will have no effect.
Proposal No. 4:  Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation(3)  The frequency option receiving an affirmative vote of the holders of a  majority in voting power of the shares of common stock present in person or represented by proxy and entitled to vote will be the option selected by the stockholders on this advisory vote. If none of the alternatives receives a majority vote, then the frequency option receiving the greatest number of votes cast will be deemed the preferred option on this advisory vote.Abstentions will have the effect of a vote against the proposal.Broker non-votes will have no effect.

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(1)Under applicable NYSE rules, brokers and custodians may vote on a ratification of appointment of independent registered public accounting firm proposal in their discretion; and therefore, we do not expect any broker non-votes on this proposal.

(2)While an advisory vote, the Compensation Committee and Board expect to take in account the outcome of this vote when considering future executive compensation.

(3)While an advisory vote, the Compensation Committee and Board expect to take in account the outcome of this vote when considering the frequency of future advisory votes on executive compensation.

WhAT IF I DON’T SPECIFY HOW MY SHARES ARE TO BE VOTED?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board, as described above.

WhAT DOES IT MEAN IF I RECEIVE MORE THAN ONE INTERNET NOTICE OR SET OF PROXY MATERIALS?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope.

CAN I REVOKE OR CHANGE MY VOTE?

Yes. If you are a registered stockholder, you may revoke your proxy or change your vote at any time before your shares are voted by one of the following methods:

by submitting a duly executed proxy bearing a later date;

by granting a subsequent proxy through the Internet or telephone;

by giving written notice of such revocation to our Corporate Secretary; or

by voting in person at the Annual Meeting.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

Attention: Corporate Secretary

Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to our Corporate Secretary before your proxy is voted or you vote in person at the Annual Meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote in person at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot.

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Who will count the votes?

Broadridge Financial Solutions, Inc. has been engaged to tabulate stockholder votes. An agent of Broadridge Financial Solutions, Inc. will act as our independent inspector of elections for the Annual Meeting.

WheRE CAN I FIND THE VOTING RESULTS?

We plan to announce preliminary voting results at the Annual Meeting and will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC within four business days after the Annual Meeting.

CAN I GET A PRINTED COPY OF THE PROXY MATERIALS?

Yes. We will mail this proxy statement and our 2023 Annual Report, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of our receipt of such request.

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OTHER MATTERS

Stockholder Proposals and Director Nominations for 20192025 Annual Meeting OF STOCKHOLDERS

Date of 2025 Annual Meeting of Stockholders

We anticipate that our 2025 Annual Meeting of Stockholders (2025 Annual Meeting) will be held on Wednesday, May 7, 2025.

Proposals Pursuant to Rule 14a-8.14a-8

Pursuant to Rule 14a-8 under the Exchange Act, our stockholders may present proper proposals for inclusion in the Proxy Statementproxy statement and for consideration at our next annual meeting of stockholders. To be eligible for inclusion in the 20192024 Annual Meeting proxy statement, a proposal must be received by us no later than November 27, 2018,2024 and must otherwise comply with Rule 14a-8. While the Board will consider stockholder proposals, we reserve the right to omit from the Proxy Statementproxy statement stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.

Nominations and Proposals Pursuant to Our Bylaws.Bylaws

Under our Bylaws, a stockholder wishing to nominate a candidate for election to the Board, or propose other business for consideration, at the 20192025 Annual Meeting of Stockholders is required to give written notice of such stockholder’s intention to make such a nomination or proposal to our Corporate Secretary at our principal executive offices at 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Corporate Secretary. In order for a stockholder proposal for director nominations or other business, outside of Rule 14a-8 under the Exchange Act, to come before the 20192025 Annual Meeting, of Stockholders, such notice of nomination or proposal must be made in accordance with our Bylaws, which require appropriate notice to us of the nomination or proposal not less than 90 days nor more than 120 days prior to the date of such Annual Meeting of Stockholders. A notice of nomination or proposal is also required to contain specific information as required by our Bylaws. A nomination which does not comply with the requirements of our Bylaws may not be considered. The Nominating and Corporate Governance Committee will consider validly nominated director candidates and will provide its recommendations to the Board. In general, to be timely, we must receive the notice of nomination or proposal not later than the 90th day nor earlier than the 120th day prior to the date of the first anniversary of the 20182024 Annual Meeting. In this regard, we must receive the notice of nomination or proposal no earlier than January 9, 20198, 2025 and no later than February 8, 2019.7, 2025. In addition, if applicable, stockholders who intend to solicit proxies in support of director nominees other than Century’s nominees at the 2025 Annual Meeting must give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2025 Annual Meeting. This notice must be submitted by the same deadline as disclosed above under the advance notice provisions of our Bylaws and must include the information in the notice required by our Bylaws and by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) under the Exchange Act, including providing a statement that such stockholder intends to solicit the holders of shares representing at least 67% of the voting power of Century’s shares entitled to vote on the election of directors in support of director nominees other than Century’s nominees, as required by Rule 14a-19(b).

We encourage stockholders who wish to submit a proposal or nomination to seek independent counsel. Century will not consider any proposal or nomination that is not timely or otherwise does not meet the Bylaw and SEC requirements. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

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Cost of Solicitation of Proxies

The Board of Directors is soliciting proxies for the Annual Meeting from our stockholders. We will bear the entire cost of soliciting proxies from our stockholders. In addition to the solicitation of proxies by delivery of the Internet Notice or this Proxy Statementproxy statement by mail, we will request that brokers, banks, and other nominees that hold shares of our common stock, which are beneficially owned by our stockholders, send Internet Notices, proxies, and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. Although we currently do not intend to hire a proxy solicitor to assist in the solicitation of proxies, we reserve the right to do so if we believe it would be in the best interests of Century and our stockholders. If we engage a proxy solicitor, we expect the fees to be approximately $5,000 plus out-of-pocket expenses. We may use several of our regular employees, who will not be specially compensated, to solicit proxies from our stockholders, either personally or by Internet, telephone, facsimile, or special delivery letter.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a A number of banks and brokers with account holders who are our stockholders will be householding our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your bank or broker, direct your written request to Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Investor Relations, or contact Investor

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Relations by telephone at (303) 268-8398. Upon written request, we will promptly deliver a separate copy of the proxy statement and annual report to such shareholder. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their bank or broker.

Incorporation by Reference

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act, which might incorporate future filings made by us under those statutes, the Audit Committee Report under “Proposal No. 2. Ratification of Appointment of Independent Registered Public Accounting Firm” will not be incorporated by reference into any of those prior filings, nor will any such report be incorporated by reference into any future filings made by us under those statutes. In addition, information on our website, other than this Proxy Statement,proxy statement, notice, and form of proxy, is not part of the proxy soliciting materials and is not incorporated herein by reference.

Copies of 20172023 Annual Report

Our 20172023 Annual Report, including our Annual Report on Form 10-K includingand the financial statements and the financial statement schedules thereto,included therein, for the year ended December 31, 20172023, are available without charge upon written request to: Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Investor Relations. Our 20172023 Annual Report is also available on our website at www.centurycommunities.com.

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Your vote is important. Please promptly vote your shares of Century common stock by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating, and returning your proxy card or by Internet or telephone voting as described on your proxy card.

By Order of the Board of Directors

David L. Messenger
Chief Financial Officer and Secretary
Dale Francescon
Chairman of the Board and Co-Chief
Greenwood Village, Colorado
March 28, 2018
Executive Officer

Greenwood Village, Colorado 

March 27, 2024

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55APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

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In this proxy statement, we use the term net homebuilding debt to net capital, which is a non-GAAP financial measure. This non-GAAP financial measure is presented to provide stockholders additional information to facilitate the comparison of our past and present operations. We believe non-GAAP financial measures provide useful information to investors because they are used to evaluate our performance on a comparable year-over-year basis. Non-GAAP financial measures are not in accordance with, or an alternative for, measures calculated in accordance with U.S. generally accepted accounting principles (GAAP) and may be different from non-GAAP financial measures used by other companies. In addition, non-GAAP financial measures are not based on any comprehensive or standard set of accounting rules or principles. Accordingly, the calculation of our non-GAAP financial measures may differ from the definitions of other companies using the same or similar names limiting, to some extent, the usefulness of such measures for comparison purposes. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with our financial results as determined in accordance with GAAP. These measures should only be used to evaluate our financial results in conjunction with the corresponding GAAP measures. Accordingly, we qualify our use of non-GAAP financial information in a statement when non-GAAP financial information is presented.

NET HOMEBUILDING DEBT TO NET CAPITAL


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The following table presents net homebuilding debt to net capital as of December 31, 2023 and 2022. Net homebuilding debt to net capital is a non-GAAP financial measure we use as a supplemental measure in evaluating our liquidity. We calculate this by dividing net homebuilding debt (homebuilding debt less cash and cash equivalents, and cash held in escrow) by net capital (net homebuilding debt plus total stockholders’ equity). Homebuilding debt is our total debt minus our outstanding borrowings under our construction loan agreements and our repurchase facilities. The most directly comparable GAAP measure is the ratio of debt to total capital. We believe the ratio of net homebuilding debt to net capital is a relevant and useful financial measure to investors in understanding the leverage employed in our operations and as an indicator of our ability to obtain external financing. Accordingly, our management believes that this measurement is useful for comparing general operating performance from period to period.

(dollars in thousands)

  December 31,
  2023 2022
Notes payable $1,062,471  $1,019,412 
Revolving line of credit      
Construction loan agreements  (44,895)  (7,389)
Total homebuilding debt  1,017,576   1,012,023 
Total stockholders’ equity  2,386,936   2,150,215 
Total capital $3,404,512  $3,162,238 
Homebuilding debt to capital  29.9%  32.0%
         
Total homebuilding debt  1,017,576   1,012,023 
Cash and cash equivalents  (226,150)  (296,724)
Cash held in escrow  (101,845)  (56,569)
Net homebuilding debt  689,581   658,730 
Total stockholders’ equity  2,386,936   2,150,215 
Net capital $3,076,517  $2,808,945 
Net homebuilding debt to net capital  22.4%  23.5%

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