The affirmative vote of the holders of a plurality of the shares of common stock present in person or represented by proxy and entitled to vote at the Meeting will be required for the election of a nominee to the Board of Directors (which means that the ~~three~~four nominees who receive the most votes will be elected).

~~During 201~~7, the Board of Directors held twelve meetings. The Directors also considered Company matters and participated in numerous communications with the Chairman of the Board of Directors and other officials of the Company wholly apart from the formal Board meetings.

~~The following table shows the frequency of the Board and Board committee meetings over the last three years:~~

Directors are expected to attend the Company's annual meeting of shareholders. To facilitate their attendance, the annual meetings typically are scheduled the same day as a monthly Board meeting. In 201~~7, all of the Directors attended the Annual Meeting.~~

~~The Company~~’s Board is composed of Directors who provide diverse experience and talent to our Company. One third of our Directors have Board tenure of six years or less. New Directors bring a fresh perspective to our Board’s deliberations. Recognizing their importance, three of our newest Directors have been selected to serve as Chairmen of the Audit, Compensation and Corporate Governance/Nominating Committees. The remaining Directors continue to provide their knowledge, experience and understanding of the Company’s approach to balancing risk and reward inherent in the homebuilding industry, which is fundamental to achieving long-term shareholder value. The professional qualifications of the Directors include a diverse range of talents and experiences well suited to guiding the Company in our challenging industry.

Each of Messrs. Raymond T. Baker, Michael A. Berman, David E. Blackford, Herbert T. Buchwald, Paris G. Reece III and David Siegel are independent. NYSE listing standards require that the Board be comprised of a majority of independent directors. SEC rules and NYSE listing standards require that audit committees be comprised solely of independent directors. NYSE listing standards also require that corporate governance/nominating committees and compensation committees be comprised solely of independent directors.

Under the NYSE listing standards, no director qualifies as "independent" unless the Board of Directors affirmatively determines that the director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. The NYSE listing standards also require that, in determining the independence of any director who will serve on the Company’s Compensation Committee, the Board of Directors consider all factors specifically relevant to determining whether the director has a relationship with the Company that is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including the source of compensation of such director and whether the director is affiliated with the Company (or a subsidiary or affiliate of a subsidiary).

The Board has adopted standards of independence to assist in determining whether a director of the Company is independent. The standards are available on the investor relations section of the Company's website, www.mdcholdings.com.

The Company's Board of Directors has determined the independence of Directors based on a review conducted by the Corporate Governance/Nominating Committee. This determination included consideration of the deposit and payroll accounts the Company maintained at two banking divisions of ZB, N.A., a subsidiary of Zions Bancorporation (“Zions”), of which Mr. Blackford is an officer. The Board also considered the participation by a ZB, N.A. banking division as the smallest lender in the Company’s revolving credit facility, in which there are several lenders. Mr. Blackford had no direct or indirect material interest in the foregoing transactions and the Board concluded that the amounts involved (less than 0.02% of Zion’s revenues) were not significant.

~~With respect to the determination of Mr. Reece~~’s independence, the Board considered that, until his retirement on August 1, 2008, he was the Executive Vice President and Chief Financial Officer of the Company. Mr. Reece is serving in a volunteer position as president of a non-profit organization (Cancer League of Colorado), which has received charitable contributions from the MDC/Richmond American Homes Foundation and some Company officers and directors totaling less than $50,000 in 2017. He also serves in a volunteer position as a director of another non-profit organization (Families First of Colorado), which has received charitable contributions from the Foundation and some Company officers totaling less than $20,000 in 2017. The Board concluded that the amounts involved were not significant.

W~~ith respect to the independence of Mr. Buchwald, the Board considered the Lead Director’s retirement benefit (described below under~~ ~~2017 Director Compensation~~~~) and concluded that it did not result in Mr. Buchwald having a material relationship with the Company.~~

The Board determined that each of Messrs. Raymond T. Baker, Michael A. Berman, David E. Blackford, Herbert T. Buchwald, Paris G. Reece III and David Siegel have no material relationship with the Company, each is independent under the NYSE listing standards and each meets the foregoing standards of Director independence adopted by the Board, including for Audit and Compensation Committee membership. The Board determined that each of the foregoing Directors meets the independence standards for Audit Committee membership under the rules of the SEC and they each qualify as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. The Board also determined that each of Messrs. Baker, Berman, Blackford, Buchwald and Siegel, but not Mr. Reece, qualify as an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

~~Larry A. Mizel serves as Chairman of the Board of Directors and the Chief Executive Officer of the Company. Mr.~~ ~~Mizel, who founded our Company, has~~served for forty-five years and is the largest shareholder of the Company. He provides effective leadership and guidance in the development of the Company's risk profile, pursuit of its strategic goals and recognition of business opportunities that present themselves.

~~Herbert T. Buchwald serves as the Company's independent Lead Director.~~ The independent Lead Director presides at the executive sessions of the independent Directors and his authority also includes approving the schedule of Board and Committee meetings and the agendas and topics to be considered at the Board and Committee meetings, coordinating the activities of the various Committees of the Board, advising the Chairman as to the quality, quantity and timeliness of the flow of information from management, and coordinating and developing the agenda for executive sessions of the Board's independent Directors. See “Lead Director” below.

The Board of Directors convenes on a monthly basis and is comprised of a majority of independent Directors. This independent majority and our regular governance practices, including periodic executive sessions of the independent Directors at which the Lead Director presides, provide an effective and independent oversight of management.

~~Our Board of Directors oversees the Company~~’s management and exposure to risk. The Board, itself and through its Committees, regularly discusses our material risk exposure, the potential impact on the Company and the efforts of management to manage the risks that are identified. In meetings with Company management, the head of the internal audit department and the external independent auditors, the Audit Committee reviews regulatory, financial and accounting risk exposure, reserves and the Company’s internal controls. The Corporate Governance/Nominating Committee, with the guidance of corporate and outside counsel, considers the risks associated with corporate governance. The Compensation Committee considers risks associated with the elements contained in the Company’s compensation programs. The Legal Committee considers the risks that arise from material litigation, regulatory issues and other legal issues. Each of our Committees generally report to the Board on a monthly basis.

~~For the foregoing reasons, the Company has determined that its leadership structure is appropriate.~~

By vote of the independent directors, Herbert T. Buchwald, an independent member of the Board, was elected Lead Director. In his capacity as our Lead Director, Mr. Buchwald has the following responsibilities:

~~A description of the role of the Lead Director is posted on the investor relations section of the Company's website, www.mdcholdings.com.~~

~~The Audit Committee of the Board of Directors, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, consists of Messrs.~~ Berman, Buchwald and Reece, who serves as Chairman. Mr. Baker served on the Committee during 2017 and withdrew in February 2018, at which time Mr. Berman joined the Committee. Each member of the Audit Committee is "independent" and "financially literate" in the judgment of the Board of Directors, as defined in the listing standards of the NYSE and the rules of the SEC. In addition, the Board of Directors has determined that Mr. Buchwald is an "audit committee financial expert" as defined by applicable SEC regulations. The Board believes that his experience and qualifications described above under "Class I Directors" qualify him to act as the Audit Committee's audit committee financial expert.

~~The Audit Committee met eleven times during 201~~7. The organization, functions and responsibilities of the Audit Committee are described in the restated charter for the Audit Committee, which is posted on the investor relations section of the Company's website, www.mdcholdings.com. The Audit Committee's functions include: assisting the Board in its oversight of the Company's compliance with legal and regulatory requirements, oversight of the Company's external auditors, review of the Company's financial statements, review of the annual audit plan and results of the audit, review of any significant modification in accounting policies, oversight of the duties of the Company's internal audit department and discussion of policies with respect to risk assessment and risk management.

~~The Compensation Committee consists of Messrs. Buchwald and Baker, who serves as Chairman. During 201~~7, the Compensation Committee met eight times. Each member of the committee is independent in the judgment of the Board of Directors, as defined in the listing standards of the NYSE, and has been determined by the Board to qualify as an “outside director” under Section 162(m) of the code and as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. The Compensation Committee approves executive compensation plans, reviews salaries, bonuses and other forms of compensation for officers and key employees of the Company, establishes salary levels, benefits and other forms of compensation for employees and addresses other compensation and personnel matters as the Board of Directors from time to time may request. The organization, functions and responsibilities of the Compensation Committee are described in the Compensation Committee's restated charter, which is posted on the investor relations section of the Company's website, www.mdcholdings.com.

For a discussion of the Company's compensation philosophy and a description of the Company's processes and procedures for the consideration and determination of executive and director compensation, see the "Compensation Discussion and Analysis" below.

The Compensation Committee has the authority to oversee all employee compensation levels, including benefits. Its goal is to have the Company develop compensation levels that will attract, retain, reward and motivate employees, that are competitive with those prevailing in the marketplace and are consistent with shareholder interests. The Compensation Committee also administers the Company's equity and other compensation plans, as they may be amended from time to time. The Compensation Committee may delegate the day-to-day administrative duties of these plans to Company officers, employees and agents.

The primary components of the Company's executive compensation have been: a base salary, annual performance-based bonuses and equity-based, long-term incentive awards. The Compensation Committee also has discretionary authority to award other forms of executive compensation.

The Compensation Committee reviews and establishes the base salaries for the executive officers annually. The base salaries of Mr. Mizel, the Chief Executive Officer, and Mr. Mandarich, President and Chief Operating Officer, were established in accordance with their employment agreements with the Company. The base salaries for Mr. Martin, Senior Vice President and Chief Financial Officer, and Mr. Touff, Senior Vice President and General Counsel, were established in the Compensation Committee's discretion.

~~Annual bonuses may be awarded to the Ch~~ief Executive Officer and the President and Chief Operating Officer pursuant to the terms of the 2013 Executive Officer Performance-Based Compensation Plan, which was approved by the shareholders in 2013. Under the terms of that Plan, the Compensation Committee can only exercise negative discretion, and not positive discretion, regarding the amount of any awards payable under its terms. Annual bonuses for the Chief Financial Officer and General Counsel may be awarded based on each individual’s achievement of Key Performance Indicators (“KPIs”) established for his position.

~~The Compensation Committee also has discretionary authority to determine~~ equity awards, including stock options, restricted stock and/or performance share units, granted to the executive officers and may exercise that authority based on its subjective assessment and determination of the individual's performance, contributions to the Company and role in achieving the Company's results and objectives.

Historically, the Company's Board of Directors, and not the Compensation Committee, has exercised the authority to consider and determine Director compensation, including retainer and meeting fees. The Non-Employee Directors receive equity compensation pursuant to the M.D.C. Holdings, Inc. 2011 Stock Option Plan for Non-Employee Directors approved by the shareholders in 2011 and amended with shareholder approval in 2016 (the “2011 Director Plan”), under which each Non-Employee Director is granted an option to purchase 25,000 shares of common stock annually. The options are fully vested on the date of the grant and exercisable six months thereafter. In lieu of an option, each Non-Employee Director can elect in advance to receive a restricted stock award that would result in the same expense to the Company as the stock option. Each restricted stock award vests on March 1st of the following year.

~~Mr. Mizel and Mr. Mandarich, with the assistance of the Company~~’s human resources department, make recommendations to the Compensation Committee with respect to the structure of the compensation plans and proposals for compensation levels for Company employees, including the Chief Financial Officer and the General Counsel. The resources and processes used in making these recommendations involve a review of employee performance with respect to established goals, and overall Company performance subjectively compared to other public homebuilders and the Company's business plan.

~~The Compensation Committee took these recommendations into account, together with a variety of other inputs, in its decision making process.~~

The Corporate Governance/Nominating Committee consists of Messrs. Blackford, Buchwald and Siegel, who serves as Chairman. Each member of the committee is independent in the judgment of the Board of Directors, as defined in the listing standards of the NYSE. During 2017, the committee met eight times. The organization, functions and responsibilities of the Corporate Governance/Nominating Committee are described in the committee's charter, which is posted on the investor relations section of the Company's website, www.mdcholdings.com. The functions of the Corporate Governance/Nominating Committee include development of and recommendations as to corporate governance principles and the Company's Code of Conduct, identification of individuals qualified to become Board members, the review of Director independence, the selection process for Director nominees and oversight of the self-evaluations of the Board and the Audit, Compensation and Corporate Governance/Nominating Committees. The organization, functions and responsibilities of the Committee are described in its charter, which is posted under the corporate governance documents on the investor relations section of our website, ~~www.mdcholdings.com~~.

Procedures for nominating persons for election to the Board are contained in the Company's By-Laws and, accordingly, those procedures constitute the Company's policy with regard to the nomination and consideration of Director candidates recommended by shareholders. The Corporate Governance/Nominating Committee will consider candidates identified by shareholders following the procedures set forth in the By-Laws. There have been no changes to these procedures in the last year.

The By-Laws provide that nominations of persons for election to the Board of Directors may be made at a meeting of shareholders by any shareholder entitled to vote for the election of Directors and who complies with the notice procedures set forth in the By-Laws. Specifically, such nominations shall be made pursuant to timely notice in writing to the Secretary of the Company. To be timely, a shareholder's notice shall be delivered to, or mailed and received at, the principal offices of the Company not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 75 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder's notice shall set forth in writing:

~~(a) as to each person whom the shareholder proposes to nominate for election or re-election as a Director:~~

~~The chairman of the meeting will determine whether or not the nomination was made in accordance with the foregoing procedure. If it was not, the chairman will~~ so declare and the defective nomination will be disregarded. If it was, the nomination will be considered. The Corporate Governance/Nominating Committee may request that additional information be provided in connection with consideration of the nomination.

~~The Corporate Governance/Nominating Committee believes that all candidates for the Board, including candidates recommended by shareholders, should have experience in appropriate areas and disciplines~~ and, ideally, will add to the experience of current Board members. While the Committee does not have a formal diversity policy, in identifying Director nominees and recommending candidates for nomination by the Board, the Committee considers and assesses, in addition to applicable requirements of law and of the NYSE, the diversity of the candidate's experience, qualifications and background including business experience, specific expertise, strength of character, judgment, and other factors (such as gender, ethnicity and age) deemed appropriate to contribute meaningfully to the boards Board’s capability to serve as effective, engaged stewards of shareholders’ interests. The Committee, as well as the full Board, understand that our long-term sustainable future depends on broadening our diversity in the boardroom and among the senior management team. Our current Board members are from various backgrounds and bring a valuable mixed set of skills providing a wide-ranging perspective on the issues important to our company. We anticipate future nominees will reflect the skills, experience and diversity needed to drive the business going forward. Other than for compliance with the procedures set forth in the By-Laws, there is no difference in the manner in which the Corporate Governance/Nominating Committee evaluates nominees for Director based on whether the nominee is recommended by a shareholder. At such times as may be appropriate, the Corporate Governance/Nominating Committee will lead the search for individuals qualified to become members of the Board, seeking candidates who have diversity of backgrounds, as well as experience with the ability to broaden the diversity of our Board being an advantage. The Committee has authority to engage search firms to identify candidates for nomination to the Board.

The Legal Committee consists of Mr. Buchwald, who serves as Chairman, and Messrs. Blackford and Siegel. All Legal Committee members are independent members of the Board of Directors. In 2017, the Legal Committee met eight times. The Legal Committee provides oversight and review of significant legal affairs of the Company, and it has been active in reviewing legal issues affecting the Company's business with the Company's counsel. The organization, functions and responsibilities of the Legal Committee are described in the committee's charter, which is posted in the investor relations section of the Company's website, www.mdcholdings.com.

The Board of Directors has adopted a charter for the Audit Committee, designed to comply with the applicable requirements of the NYSE listing standards and SEC regulations. The Board of Directors also has adopted charters for the Compensation Committee and the Corporate Governance/Nominating Committee, designed to comply with the applicable requirements of the NYSE listing standards, and a charter for the Legal Committee. These charters are posted under the corporate governance documents on the investor relations section of the Company's website, ~~www.mdcholdings.com~~.

Upon the recommendation of the Corporate Governance/Nominating Committee, the Board of Directors adopted a set of corporate governance guidelines to implement requirements of the NYSE. These guidelines, as amended, are posted under the corporate governance documents on the investor relations section of the Company's website, ~~www.mdcholdings.com~~.

~~Regularly Scheduled Executive Sessions of Indep~~~~endent Non-Management Directors~~.

The Company's corporate governance guidelines provide for the independent non-management Directors to meet at regularly scheduled executive sessions without management present. The Lead Director presides at the executive sessions. In 201~~7, four executive sessions were held.~~

For many years, the Company has had in place a Corporate Code of Conduct designed to provide that all persons associated with the Company, including employees, officers and Directors, follow the Company's compliance program and legal and ethical obligations and conduct themselves accordingly. The Company’s employees, officers and Directors receive annual training on the Corporate Code of Conduct. In 2017, all officers, directors and employees (other than those on leave of absence) participated in the annual training.

The Corporate Code of Conduct includes, among other things, a code of ethics for senior financial officers and Audit Committee complaint procedures, as required by the Sarbanes-Oxley Act and SEC regulations. The Corporate Code of Conduct, the code of ethics for senior financial officers and the Audit Committee complaint procedures for handling confidential complaints regarding accounting or auditing matters are posted under the corporate governance documents on the investor relations section of the Company's website, www.mdcholdings.com.

~~The Company has in place~~ three Asset Management Committees ("AMC") for reviewing real estate and other corporate transactions. Each AMC is comprised of our Chief Operating Officer, Chief Financial Officer and one of our other corporate officers. Each AMC generally meets weekly to review all proposed real estate transactions and other proposed non-real estate transactions at or above certain thresholds. Transactions that exceed certain thresholds also are reviewed by an executive committee of senior officers and the Board of Directors.

~~Shareholders and other interested parties may contact the outside Directors and the Board of Directors by sending communications directly to any of the following persons:~~

~~Any communications that come within the purview of a Board committee and/or the Board will be forwarded to the committee chair and the Lead Director, as applicable.~~

In order to strengthen the financial alignment of the Company's Directors with the interests of the Company's shareholders, the Corporate Governance/Nominating Committee and the Board of Directors have established Equity Ownership Guidelines for Directors who are not employees of the Company. Under these guidelines, each Director is encouraged to acquire and maintain ownership of common stock with an acquisition value, measured at the time of acquisition, of not less than ten times the annual amount of the retainer paid for serving on the Board of Directors. The annual amount of the retainer currently is $60,000 resulting in a current stock ownership goal of $600,000 for those Directors who have not previously achieved the goal. The Directors who have not yet achieved the goal have agreed to retain the shares they acquire through restricted stock awards and the future exercise of stock options, net of taxes and any option exercise price, up to the number of shares necessary to achieve the goal. All Directors are in compliance with the Guidelines. Three of the seven Non-Employee Directors have attained the stock ownership goal.

³Mr. Mizel has sole voting power and sole investment power over ~~2,430,018~~2,031,689 shares and shared voting power and shared investment power over ~~7,325,739~~9,032,533 shares.

⁴~~Ms. Mizel is the designated beneficiary~~ Mr. Reece has sole voting power and sole investment power over 4,556 shares and shared voting power and shared investment power over 67,202 shares. Mr. Siegel has sole voting power and sole investment power over 8,339 shares and shared voting power and shared investment power over 16,519 shares.

The net effect of our pay design is that both for the CEO and the other NEOs, a large majority of total direct compensation is ~~at risk,~~performance based, and dependent on Company, individual, or stock performance.

T~~he 2017~~The 2022 performance goal included a ~~condition precedent for~~threshold performance objective that must be met prior to any bonus ~~earned by requiring~~being earned. The threshold performance objective for 2022 was a ~~minimum~~10.0% consolidated adjusted pre-tax return on beginning equity ~~to exceed 6.0%~~ (the “ROE Condition”). This was consistent with the prior year threshold performance objective. The actual consolidated adjusted pre-tax ~~ROE~~return on beginning equity in 2022 was ~~18.6%~~34.6%, satisfying the ROE Condition, and as such, the Executive Chairman and CEO ~~and COO were each eligible for~~earned a ~~$1.0~~$2.0 million bonus.

WealthPoint, LLC has not provided any services to the Company or its affiliates other than the services provided to the Compensation Committee. After considering, among other matters, the absence of any business or personal relationship between the consultants and any member of the Compensation Committee or any executive officer of the Company, the Compensation Committee has concluded the ~~consultants’~~consultant's services do not raise any conflicts of interest.

Termination for Cause: ~~The executive~~An Executive may be terminated for ~~cause,~~“Cause,” as defined in ~~their employment agreements.~~the Employment Agreements. If ~~either is~~ terminated for ~~cause,~~Cause, he will only be entitled to his “Accrued Benefits” of base salary through the termination date, annual incentive compensation earned ~~through~~but unpaid with respect to the year prior to the year of termination and any long-term incentive compensation earned but unpaid with respect to performance periods that ended in the year preceding the year of termination.

The Compensation Committee believes that the potential payments in these limited change in control circumstances fit well within the Company's overall compensation philosophy. The termination and change in control payments are calculated based on the base salaries and the annual bonuses paid to the executives. The Committee believes that the long-term interests of our shareholders are aligned with the executives in that their compensation is, in turn, aligned with the success of the Company. The potential change of control compensation varies with the compensation previously paid to the executive, affords stability to the Company's leadership and is consistent with the philosophy of the Committee to provide compensation that assures retention, incentive and reward to the executive team.

The following Report of the Compensation Committee shall not be deemed to be "filed" with the SEC or to be subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended. The report shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except that it will be deemed "furnished" in the Company's Annual Report on Form 10-K for 2017~~, but shall not be deemed incorporated by reference into any filing as a result of being furnished in the Annual Report.~~

The Compensation Committee hereby confirms that it has reviewed and discussed the Compensation Discussion and Analysis with management and, based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

~~For the fiscal years ended December~~ ~~31, 2017, 2016 and 2015, the following table summarizes the compensation of the Company’s named executive officers.~~

~~The table below provides a breakdown of all other compensation for 2017 for the named executive officers:~~

¹ The incremental costs of non-business use of the Company's aircraft are calculated as the total variable operating costs directly associated with non-business trips, which include fuel, pilot travel related costs, catering, landing fees, flight communications and trip-related maintenance (th~~e “Incremental Cost”). For their~~ ~~non-business~~ ~~use of the aircraft in 201~~7~~, Messrs.~~ ~~Mizel~~ ~~and Mandarich~~~~each~~ ~~reimbursed the Company~~~~amount~~s ~~in excess of the Incremental Cost to the Company.~~

² ~~401(k) match represents amounts paid in 201~~8 ~~based on 201~~7 ~~401(k) deferrals.~~

³ ~~For Mr. Mizel, the amount shown for “Other” inclu~~~~des~~ $~~115,594~~ ~~of Incremental Costs incurred by the Company in support of Mr. Mizel's service to not-for-profit organizations~~~~, consistent with the Company’s commitment to sustainability and~~ ~~as approved by the Company's Board. The remainder of the amount shown for Mr. Mizel and all of the amounts shown for the other NEOs represent cell phone allowances~~.

~~The following table provides information, as of December 31,~~ ~~2017, with respect to the Company’s existing equity compensation plans.~~

~~The following table sets forth certain information with respect to awards granted during 2017 to our named executive officers. All equity awards were made under the 2011 Equity Incentive Plan.~~

¹ ~~The restricted stock award will vest equally over three years, starting with~~ ~~December 31, 2019~~~~. Dividends are paid on the restricted stock. The restricted stock granted~~ ~~in 2017~~ ~~was~~ ~~based on 2016 performance~~.

²~~The PSUs will be earned based upon the Company’s performance, over a three year period commencing~~ ~~April 1~~~~, 201~~7 ~~and ending~~ ~~March 31, 2020~~ ~~(the “Performance Period”), measured by increasing average home sale revenues over the Base Period. The “Base Period” for the awards is~~ ~~April~~ ~~1, 201~~6 to ~~March 31~~~~, 201~~7~~. The awards are conditioned upon the Company achieving a minimum average gross margin from home sales percentage (excluding impairments) of at least fifteen percent (15%) over the Performance Period.~~ ~~If Performance Revenues exceed the Base~~

~~Revenues by at least 5% but less than 10% (“Threshold Goals”), 50% of the Target Goals will be earned. If Performance Revenues~~~~exceed the Base Revenues by at least 20%, 200% of the Target Goals will be earned (“Maximum Goals”).~~ T~~he number of PSUs earned~~ ~~under these grants~~ ~~shall be adjusted to be proportional to the partial performance between the Threshold Goals, Target~~~~Goals and Maximum Goals.~~

³ ~~The restricted stock awards will vest equally over three years, starting with the first anniversary of the grant date. Dividends are paid on the restricted stock.~~

~~The table below sets forth information with respect to all unexercised~~ ~~options, unvested restricted stock and unvested performance stock units awarded to our named executive officers that were outstanding as of December 31, 2017.~~

¹~~This option had a vesting period of five years~~~~, one third of the option shares~~ to ~~vest as of each of the third, fourth, and fifth anniversary dates of the grant of the option; provided that all unvested option shares~~ ~~would~~ ~~vest immediately in the event the closing price of the Company’s stock, as reported by the New York Stock Exchange, in any 20 out of 30~~ ~~consecutive trading days closed~~ ~~at a price equal to or greater than 120% of the closing price on the date of grant.~~ ~~During the 2017 second quarter, the market-based condition was achieved and, as a result, the shares fully vested~~~~and became exercisable.~~~~The option exercise price is equal to the closing price of the Company’s common stock on the date of grant, which was $2~~~~5.03~~.

²~~The~~ ~~restrictions on these shares lapse as to 33-1/3% of the shares covered thereby on each of December~~ 3~~1, 2018, 2019 and 2020.~~

³ ~~The~~ ~~restrictions on these shares lapse as to 33-1/3% of the shares covered thereby on each of~~ ~~December 31,~~ ~~201~~9~~, 20~~20 ~~and 20~~21.

⁴ ~~The PSUs will be earned based upon the Company’s performance, over a three year period commencing July 1, 2016 and ending June 30, 2019. For more detail of the vesting terms see~~ ~~Note 20 (Stock Based Compensation) to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for t~~~~he year ended December 31, 2017.~~

⁵ ~~The PSUs will be earned based upon the Company’s performance, over a three year period commencing~~ ~~April 1, 2017~~ ~~and ending~~ ~~March 31~~~~, 20~~20~~. For more detail of the vesting terms see GRANTS OF PLAN-BASED AWARDS IN 201~~7 ~~section above or~~ ~~Note 20 (Stock Based Compensation) to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 201~~7.

⁶~~This option vests as to 100~~~~% of the~~ ~~remaining~~ ~~shares on January 22, 2018.~~

⁷ ~~This option vests as to~~ 50~~% of the~~ ~~remaining~~ ~~shares each of May 23, 2018 and 2019.~~

⁸ ~~The restrictions on these shares lapse as to~~ ~~100%~~ ~~of the~~ ~~shares on January 21, 2018.~~

⁹ ~~The restrictions on these shares lapse as to 33-1/3% of the shares~~ ~~on each of May 23, 2018,~~ ~~2019~~ ~~and 2020~~.

¹⁰ ~~The restrictions on t~~~~hese shares lapse as to 50%~~ ~~of the~~ ~~shares~~ ~~on each of January 25,~~ ~~2018 and 2019.~~

¹¹ ~~The restrictions on these shares lapse as to 33-1/3% of the shares~~ ~~on each of February 2, 2018,~~ ~~2019~~ ~~and 2020~~.

¹² ~~This option vests as to~~ 10~~0% of the~~ ~~remaining~~ ~~shares on February 1, 2018.~~

¹³ ~~This option vests as to 50~~~~% of the~~ ~~remaining~~ ~~shares on each of February 6, 2018 and 2019.~~

¹⁴ ~~This option vests as to~~ 50~~% of the~~ ~~remaining~~ ~~shares on each of January 26, 2018 and 2019.~~

¹⁵ ~~The restriction~~~~s on these shares lapse as to 100~~~~% of the~~~~shares on January 26, 2018.~~

¹⁶ ~~The restriction~~~~s on th~~~~ese shares lapse as to 33-1/3%~~ ~~of the~~ ~~shares on~~ ~~each of February 2,~~ ~~2018~~~~, 2019, and 2020.~~

~~The following table provides additional information about value realized by the named executive officers on option award exercises and restricted stock award vestings during the year ended December 31, 2017.~~

~~The following table shows, as of December 31, 2017, the present value of accumulated post-retirement medical insurance benefits under the employment agreements of Mr. Mizel and Mr. Mandarich.~~

Pursuant to Section 14A of the Securities Exchange Act, as amended and SEC Rule 14a-21(a), we are providing our shareholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our named executive officers (say~~-on-pay), which is described in this Proxy Statement.~~

~~“RESOLVED, that the shareholders hereby approve on an advisory basis the compensation of the Company~~’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

~~We have been providing these advisory votes on an annual basis.~~ ~~The 2017 advisory vote resulted in more than 94% of the votes cast in favor of the advisory resolution. The next advisory say-on-pay vote will be held at our 2019 Annual Meeting of Shareholders.~~

As described above under “Compensation Discussion and Analysis,” we believe that our ability to retain and motivate named executive officers with the skills, experience and capacity to succeed in our competitive industry has been essential to the success of our Company and a significant factor in creating long-term value for our shareholders. Our compensation philosophy recognizes the value of rewarding our executive officers for their past performance and motivating them to continue to excel in the future. We endeavor to deliver fair and appropriate compensation to our executive officers ~~that is in the best interests of the Company and its shareholders.~~

~~The Board of Directors believes the Company~~’s compensation programs are tailored to retain and motivate key executives in alignment with maintaining and creating long-term value for our shareholders. The Board of Directors urges you to review carefully the Compensation Discussion and Analysis section of this Proxy Statement, which describes our compensation philosophy and programs in greater detail.

~~The Board of Directors recommends that you vote in favor of the Company’s executive compensation as described in this Proxy Statement by voting FOR this proposal.~~

Appendix B

M.D.C. HOLDINGS, INC.
2021 EQUITY INCENTIVE PLAN

Adopted January 25, 2021

Approved by the Company’s shareholders on April 26, 2021

(as amended)

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

TABLE OF CONTENTS

Page


1INTRODUCTION			1
1.1Establishment			1
1.2Purpose			1
1.3Effect on Existing Agreements			1
2DEFINITIONS			1
3PLAN ADMINISTRATION			6
3.1General			6
3.2Delegation by the Committee			8
3.3Limitations on Authority			8
3.4Deferral Arrangement			8
3.5No Liability			8
3.6Book Entry			8
4STOCK SUBJECT TO THE PLAN			8
4.1Number of Shares			8
4.2Individual Award Limits			9
4.3Share Counting			9
5ELIGIBILITY AND PARTICIPATION			9
6STOCK OPTIONS			9
6.1Grant of Options			9
6.2Award Agreement			9
6.3Exercise of Option			10
6.4Termination of Service			11
6.5Limitations on Incentive Stock Options			11
6.6Transferability			11
6.7Family Transfers			11
6.8Rights of Holders of Options			12
7STOCK APPRECIATION RIGHTS			12
7.1Grant of Stock Appreciation Rights			12
7.2Award Agreement			12
7.3Exercise of Stock Appreciation Right			12
7.4Effect of Exercise			13
7.5Termination of Service			13
7.6Transferability			13
8RESTRICTED STOCK AND RESTRICTED STOCK UNITS			13
8.1Grant of Restricted Stock or Restricted Stock Units			13
8.2Award Agreement			13
8.3Restrictions on Transfer			13
8.4Forfeiture; Other Restrictions			14
8.5Restricted Stock Units			14
8.6Termination of Service			14

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

TABLE OF CONTENTS

Page


8.7Shareholder Privileges			14
9PERFORMANCE BASED COMPENSATION			15
9.1Grant or Vesting of Award Subject to Objective Performance Goals			15
9.2Establishment of Performance Goals			15
9.3Achievement of Performance Goals			15
10OTHER STOCK-BASED AWARDS			15
11DIVIDENDS AND DIVIDEND EQUIVALENTS			16
12TAX WITHHOLDING			16
13PARACHUTE LIMITATIONS			16
14EFFECT OF CHANGES IN CAPITALIZATION			17
14.1Changes in Stock			17
14.2Re organization in Which the Comp any Is the Surviving Entity and in Which			18
No Change of Control Occurs
14.3Adjustment			18
14.4No Limitations on the Company			18
15FORFEITURE			18
15.1Clawback Policy			18
16REQUIREMENTS OF LAW			19
16.1General			19
16.2Rule 16b-3			19
17GENERAL PROVISIONS			20
17.1Disclaimer of Rights			20
17.2Nontransferability of Awards			20
17.3Changes in Accounting or Tax Rules			20
17.4Nonexclusivity of the Plan			20
17.5Captions			21
17.6Other Award Agreement Provisions			21
17.7Other Employee Benefits			21
17.8Severability			21
17.9Governing Law			21
17.10Section 409A			21
18AMENDMENT, MODIFICATION AND TERMINATION			22
18.1Amendment, Modification, and Termination			22
18.2Awards Previously Granted			22
19SHAREHOLDER APPROVAL; EFFECTIVE DATE OF PLAN			22
20DURATION			22
21EXECUTION			22

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

M.D.C. HOLDINGS, INC.

2021 EQUITY INCENTIVE PLAN

1 INTRODUCTION

1.1 Establishment. M.D.C. Holdings, Inc., a Delaware corporation (the “Company”), hereby establishes the M.D.C. Holdings, Inc. 2021 Equity Incentive Plan (the “Plan”). The Plan permits the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based and cash awards in accordance with the terms hereof.

1.2 Purpose. The Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers, key employees, and other persons, and to motivate such persons to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.

1.3 Effect on Existing Agreements. Nothing in the Plan is intended to abrogate the rights of any Participant under any contract or agreement existing between the Participant and the Company, or any subsequent amendments or modifications of such contract or agreement, and all Awards granted under the Plan and actions taken with respect to the Plan shall be subject to the terms of any contract or agreement between the Participant and the Company.

2 DEFINITIONS

For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

2.1 “Affiliate” means with respect to the Company, (i) any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including without limitation, any Subsidiary, and (ii) any corporation or other entity controlling, controlled by, or under common control with the Company, including any member of an affiliated group of which the Company is a common parent corporation or subsidiary corporation (within the meaning of Section 424 of the Code).

2.2 “Award” means a grant under the Plan of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, or Other Stock-Based Award.

2.3 “Award Agreement” means the written or electronic agreement setting forth the terms and conditions applicable to each Award. The Award Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of the Plan and any Award Agreement, the provisions of the Plan shall govern.

2.4 “Benefit Arrangement” means as defined in Section 13.

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

2.5 “Board” or “Board of Directors” means the board of directors of M.D.C. Holdings, Inc.

2.6 “Business Combination” means as defined in Section 2.8.

2.7 “Cause” has the definition assigned to it in any employment, consulting or other services agreement, if any, between the Employee and the Company or an Affiliate or, if there is no such employment, consulting or other services agreement, means, as determined by the Committee (i) any willful breach of any material written policy of the Company or an Affiliate, including those policies prohibiting sexual harassment, that is materially detrimental to the Company or the Affiliate; (ii) engaging in any conduct involving moral turpitude that is materially detrimental to the Company or an Affiliate, including, but not limited to, misappropriation or conversion of assets of the Company or an Affiliate (other than immaterial assets); (iii) a conviction of or entry of a plea of nolo contendere to a felony; or (iv) a material breach by the Employee of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Employee and the Company or an Affiliate. No act or failure to act by the Employee shall be deemed “willful” if done, or omitted to be done, by him or her in good faith and with the reasonable belief that his or her action or omission was in the best interest of the Company or an Affiliate.

2.8 “Change of Control” means and shall be deemed to have occurred upon the occurrence of:

(a) the acquisition by any individual, entity, or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors;

(b) the individual directors of the Board as of the Effective Date (the “Incumbent Directors”) cease to constitute at least half of the Board within a twelve-month period; provided, however, that for purposes of this paragraph, any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least a of two-thirds of the Incumbent Directors at the beginning of such twelve-month period shall be considered an Incumbent Director;

(c) consummation, in one transaction or a series of related transactions, of a reorganization, merger, or consolidation of the Company or sale or other disposition, direct or indirect, of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, the Persons who were the “beneficial owners” of outstanding voting securities of the Company immediately prior to such Business Combination “beneficially own,” by reason of such ownership of the Company’s voting securities immediately before the Business Combination, more than 50% of the combined voting power of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such Business Combination; or

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

(d) approval by those Persons holding the voting securities of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, solely with respect to any Award that is subject to Section 409A of the Code and payable upon a Change of Control, the term “Change of Control” shall mean an event described in one or more of the foregoing provisions of this definition, but only if it also constitutes a “change in control event” within the meaning of Treas. Reg. Section 1.409A-3(i)(5).

2.9 “Clawback Policy”means as described in Section 15.

2.10 “Code” means the Internal Revenue Code of 1986, as amended, and the regulations, interpretations, and administrative guidance issued thereunder.

2.11 “Committee” means the Compensation Committee of the Board or any committee designated by the Board to administer the Plan. The Compensation Committee or the Board may designate one or more subcommittees to (i) consist solely of persons who satisfy the applicable requirements of any stock exchange or national market system on which the shares of Stock may be listed, (ii) consist solely of persons who qualify as “independent” within the meaning of Section 10C(a)(3) of the Exchange Act and Rule 10C-1(b)(1) under the Exchange Act, or (iii) consist solely of persons who qualify as a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Compensation Committee or the Board may also designate one or more subcommittees that consist of persons appointed in the discretion of the Compensation Committee or the Board who are not described in (i), (ii) or (iii) of the preceding sentence.

2.12 “Company” means M.D.C. Holdings, Inc., a Delaware corporation.

2.13 “Corporate Event” means an event described in Section 14.1.

2.14 “Disabled” or “Disability” means, unless otherwise provided in an employment, consulting or other services agreement, if any, between the Participant and the Company or an Affiliate, the Participant is unable to perform each of the essential duties of such Participant’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months; provided that, the following shall apply:

(a) With respect to rules regarding expiration of an Incentive Stock Option following termination of the Participant’s Service, Disability has the meaning set forth in Section 22(e)(3) of the Code.

(b) With respect to any Award subject to Section 409A of the Code, the Participant is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Participant’s employer; or (iii) determined to be totally disabled by the Social Security Administration.

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

2.15 “Dividend Equivalent” means the payment of cash, Stock, or other property equal in value to dividends paid with respect to a specified number of shares of Stock.

2.16 “Effective Date” means the effective date of the Plan, which is the date the Plan was approved by the shareholders of the Company, and no Awards may be granted under the Plan after it has been in effect for ten years.

2.17 “Employee” means any individual who is a common-law employee of the Company or an Affiliate determined in accordance with the Company’s standard personnel policies and practices.

2.18 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as it may be amended from time to time, or any successor act thereto.

2.19 “Exercise Price” means the price at which a share of Stock may be purchased pursuant to the exercise of an Option.

2.20 “Fair Market Value” means the value of a share of Stock as of a particular day, determined as follows: (a) the closing sale price reported for such share on the national securities exchange or national market system on which such stock is principally traded, or if no sale of shares is reported for such day, on the next preceding day on which a sale was reported, or (b) if the shares of Stock are not then listed on a national securities exchange or national market system, or the value of such shares is not otherwise determinable, such value as determined by the Committee in good faith in its sole discretion consistent with the requirements under Section 409A of the Code.

2.21 “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Participant, a trust in which any one or more of these persons (or the Participant) in the aggregate have more than fifty percent (50%) of the beneficial interest, a foundation in which any one or more of these persons (or the Participant) in the aggregate control the management of assets, and any other entity in which one or more of these persons (or the Participant) in the aggregate own more than fifty percent (50%) of the voting interests; provided, however, that to the extent required by applicable law, the term Family Member shall be limited to a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Participant or a trust or foundation for the benefit of any one or more of these persons.

2.22 “Good Reason” has the definition assigned to it in any employment, consulting or other services agreement, if any, between the Employee and the Company or an Affiliate or, if there is no such employment, consulting or other services agreement, means (i) a material reduction in the Participant’s base salary, (ii) a material diminution of the Participant’s title, office, position or authority, excluding for this purpose an action not taken in bad faith and which is remedied within twenty (20) days after receipt of written notice thereof given by the Participant, (iii) the assignment to the Employee of any duties inconsistent with the Participant’s position (including status or reporting requirements), authority, or material responsibilities, or the removal of the Employee’s authority or material responsibilities, excluding for this purpose an action not taken in bad faith and which is remedied by the Company within twenty (20) days after receipt of notice thereof given by the Participant, (iv) a transfer of the Participant’s primary workplace by more than fifty (50) miles from the current workplace, or (v) a material breach of any term of any employment, consulting or other services agreement, if any, between the

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

Employee and the Company or an Affiliate by the Company which is not remedied within twenty (20) days after receipt of written notice thereof given by the Participant.

2.23 “Grant Date” means, as determined by the Committee, the latest to occur of (i) the date on which the Committee approves an Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 5, or (iii) such other date as may be specified by the Committee in the Award Agreement.

2.24 “Grant Price” means the per share exercise price of a Stock Appreciation Right granted to a Participant under Section 7.

2.25 “Incentive Stock Option” means an Option to purchase shares of Stock designated as an Incentive Stock Option that is intended to meet the requirements of Section 422 of the Code.

2.26 “Incumbent Directors” means as defined in Section 2.8.

2.27 “Minimum Statutory Withholding” means as defined in Section 12.

2.28 “Non-Qualified Stock Option” means any Option other than an Incentive Stock Option.

2.29 “Option” means an option to purchase one or more shares of Stock at a stated or formula price for a specified period of time. An Option granted under the Plan shall be either an Incentive Stock Option or a Non-Qualified Stock Option.

2.30 “Other Agreement” means as defined in Section 13.

2.31 “Other Stock-Based Award” means an Award that is granted to a Participant under Section 10.

2.32 “Parachute Payment” means as defined in Section 13.

2.33 “Participant” means any eligible Employee who at the sole discretion of the Committee is granted an Award under the Plan.

2.34 “Person” means as defined in Section 2.8.

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

2.35 “Plan” means this M.D.C. Holdings, Inc. 2021 Equity Incentive Plan, as amended from time to time.

2.36 “Restricted Stock” means an Award of shares of Stock granted under Section 8.

2.37 “Restricted Stock Unit” or “RSU” means a bookkeeping entry representing the equivalent of shares of Stock granted under Section 8.

2.38 “Restriction Period” means the period during which Restricted Stock and Restricted Stock Units are subject to a substantial risk of forfeiture (based upon the passage of time, the achievement of performance goals or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Sections 8.3 and 8.4.

2.39 “Securities Act” means the U.S. Securities Act of 1933, as it may be amended from time to time, or any successor act thereto.

2.40 “Service” means service as an Employee of the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Participant’s change in position or duties shall not result in interrupted or terminated Service, so long as such Participant continues to be an Employee of the Company or an Affiliate. Subject to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Committee, which determination shall be final, binding and conclusive. Notwithstanding the foregoing, solely with respect to any Award that is subject to Section 409A of the Code and payable upon a termination of Service, a Participant shall be considered to have terminated Service with the Company or an Affiliate only when the Participant incurs a “separation from service” with respect to the Company or an Affiliate within the meaning of Section 409A(a)(2)(A)(i) of the Code.

2.41 “Stock” or “Common Stock” means a share of M.D.C. Holdings, Inc., common stock, $0.01 par value per share.

2.42 “Stock Appreciation Right” or “SAR” means an Award granted under Section 7.

2.43 “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.

2.44 “Substitute Awards” means Awards granted in substitution for, or in assumption of, outstanding awards previously granted by an entity acquired by the Company or an Affiliate or with which the Company or Affiliate combines. The terms and conditions of any Substituted Awards shall comply with the requirements for substitutions of awards made in connection with a corporate transaction or certain other adjustments that are not treated as modifications under Treas. Reg. Section 1.424-1 and Section 409A of the Code, as applicable.

3 PLAN ADMINISTRATION

3.1 General. The Plan shall be administered by the Committee, which shall have full power and authority to take all actions and to make all determinations as are required or permitted under the Plan. In accordance with the provisions of the Plan, the Committee shall, in its sole discretion, select the Participants from among the eligible individuals described in Section 5, determine the Awards to be made pursuant to the Plan, or shares of Stock to be issued thereunder and the time at which such Awards are to be made, fix the Option Price (or Grant Price), period and manner in which an Option (or Stock Appreciation Right) becomes exercisable, establish the duration and nature of Restricted Stock or Restricted Stock Unit restrictions, establish the terms and conditions applicable to, and establish such other terms and

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

requirements of the various compensation incentives under the Plan as the Committee may deem necessary or desirable and consistent with the terms of the Plan. The Committee shall determine the form of the Award Agreements with Participants that shall evidence the particular provisions, terms, conditions, rights and duties of the Company and the Participants with respect to Awards granted pursuant to the Plan, which provisions need not be identical except as may be provided herein. The Committee may amend, modify, or supplement the terms of any outstanding Award including, but not limited to, amending an Award or exercising discretion under an Award or under the Plan to: (i) accelerate the date on which an Award becomes vested, exercisable, or transferable, (ii) extend the term of any Award, including the period following the termination of the Participant’s Service to the Company during which the Award shall remain outstanding, (iii) waive any conditions with regard to vesting, exercisability, or transferability of an Award, and (iv) recognize differences in local law, tax policy, or custom with regard to Awards made to foreign nations or individuals who are employed outside the United States. Notwithstanding the foregoing, no amendment or modification may be made to an outstanding Option or Stock Appreciation Right that (i) causes the Option or Stock Appreciation Right to become subject to Section 409A of the Code, (ii) reduces the Exercise Price or Grant Price, either by lowering the Exercise Price or Grant Price or by canceling the outstanding Option or Stock Appreciation Right and granting a replacement Option or Stock Appreciation Right with a lower Exercise Price or Grant Price, or (iii) would be treated as a repricing under the rules of the exchange upon which shares of Stock of the Company trade, without, with respect to item (i), the Participant’s written prior approval, and with respect to items (ii) and (iii), without the approval of the shareholders of the Company, provided, that appropriate adjustments may be made to outstanding Options and Stock Appreciation Rights pursuant to Section 14.

As a condition to any Award, without limiting the generality of Section 15 below, the Committee shall have the right, at its discretion, to require Participants to return to the Company Awards previously granted under the Plan. Subject to the terms and conditions of the Plan, any such subsequent Award shall be upon such terms and conditions as are specified by the Committee at the time the new Award is granted. The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Participant on account of actions taken by the Participant in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Participant. Furthermore, the Committee may annul an Award if the Participant is an employee of the Company or an Affiliate thereof and is terminated for Cause as defined in the applicable Award Agreement or the Plan, as applicable.

The Committee may from time to time adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement entered into hereunder in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency. The determinations, interpretations and other actions of the Committee pursuant to the provisions of the Plan shall be binding and conclusive for all purposes and on all persons.

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

3.2 Delegation by the Committee. The Committee may, from time to time, delegate, to specified officers of the Company, the power and authority to grant or document Awards under the Plan to specified groups of eligible individuals, subject to such restrictions and conditions as the Committee, in its sole discretion, may impose. The delegation shall be as broad or as narrow as the Committee shall determine. To the extent that the Committee has delegated the authority to determine certain terms and conditions of an Award, all references in the Plan to the Committee’s exercise of authority in determining such terms and conditions shall be construed to include the officer or officers to whom the Committee has delegated the power and authority to make such determination. However, any delegation (a) shall not result in the loss of an exemption under Rule 16b-3(d) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company, and there shall be no delegation of authority to grant awards to any Section 16 person, (b) shall not result in a related-person transaction with an executive officer required to be disclosed under Item 404(a) of Regulation S-K (in accordance with Instruction 5.a.ii thereunder) under the Exchange Act and (c) shall be permitted under Section 157 and other applicable provisions of the Delaware General Corporation Law.

3.3 Limitations on Authority. The Committee shall, in exercising its discretion under the Plan, comply with all contractual and legal obligations of the Company or the Committee in effect from time to time, whether contained in the Company’s charter, bylaws, or other binding contract, or in the Compensation Committee’s charter, or in applicable law.

3.4 Deferral Arrangement. The Committee may permit or require the deferral of any Award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish in accordance with Section 409A of the Code, which may include provisions for the payment or crediting of interest or Dividend Equivalents, including converting such credits into deferred Stock units.

3.5 No Liability. No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any Award or any Award Agreement.

3.6 Book Entry. Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of stock certificates through the use of electronic or other forms of book-entry including, but not limited to, uncertificated forms maintained electronically.

4 STOCK SUBJECT TO THE PLAN

4.1 Number of Shares. Subject to adjustment as provided in Section 14, the maximum number of shares of Stock available for issuance under the Plan shall be 6,000,000 shares. Subject to adjustment as provided in Section 14, 6,000,000 shares of Stock available for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. Such maximum numbers may be increased from time to time by approval of the Board and by the shareholders of the Company if, in the opinion of counsel for the Company, shareholder approval is required. Stock issued or to be issued under the Plan shall be authorized but unissued shares; or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company.

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

4.2 Individual Award Limits. Subject to adjustment as provided in Section 14, the maximum number or value of shares of Stock that may be covered by an Award granted under the Plan (other than Substitute Awards) to a single Participant in any calendar year shall not exceed the shares of Stock available for issuance under the Plan under Section 4.1.

4.3 Share Counting. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem Awards) and make adjustments in accordance with Section 14. If the Exercise Price of any Option granted under the Plan, or if pursuant to Section 12 the tax withholding obligation of any Participant with respect to an Option or other Award, is satisfied by tendering shares of Stock to the Company or by withholding shares of Stock, the number of shares of Stock issued net of the shares of Stock tendered or withheld shall be deemed delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. To the extent that an Award under the Plan is canceled, expired, forfeited, settled in cash, settled by issuance of fewer shares than the number underlying the Award, or otherwise terminated without delivery of shares to the Participant, the shares of Stock retained or returned to the Company shall also be available under the Plan.

5 ELIGIBILITY AND PARTICIPATION

Subject to the provisions of this Plan, the Committee may, from time to time, select from all Employees of the Company or an Affiliate to whom Awards shall be granted.

6 STOCK OPTIONS

6.1 Grant of Options. Subject to the provisions of this Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion; provided that Incentive Stock Options may be granted only to eligible Employees of the Company or of any parent corporation or subsidiary corporation (as permitted by Section 422 of the Code).

6.2 Award Agreement. Each Option granted under the Plan shall be evidenced by an Award Agreement that shall specify the Exercise Price, the number of shares of Stock covered by the Option, the maximum term of the Option, the conditions upon which an Option shall become vested and exercisable and such other provisions as the Committee shall determine, consistent with the terms of the Plan. The Award Agreement shall specify whether the Option is intended to be an Incentive Stock Option or a Non-Qualified Stock Option.

(a) Exercise Price. The Exercise Price for each Option shall be as determined by the Committee and shall be specified in the Award Agreement. The Exercise Price shall be not less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the Grant Date; provided, however, that the foregoing minimum Exercise Price shall not apply to Substitute Awards. In no case shall the Exercise Price of any Option be less than the par value of a share of Stock.

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

(b) Number of Shares. Each Award Agreement shall state that it covers a specified number of shares of Stock, as determined by the Committee.

(c) Term. Each Option shall terminate as set forth in the Award Agreement and all rights to purchase shares of Stock shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary of the Grant Date.

(d) Restrictions on Exercise. The Award Agreement shall set forth any installment or other restrictions on exercise of the Option during the term of the Option. Each Option shall become exercisable and shall vest over such period of time, or upon such events, as determined by the Committee.

6.3 Exercise of Option.

(a) Manner of Exercise. An Option granted hereunder shall be exercised, in whole or in part, by providing written or electronic notice, on a form provided by the Company, to an employee as designated by the Company, specifying the number of shares of Stock to be purchased (which number may be identified at the end of the exercise day) and accompanied by full payment of the Exercise Price for the shares and satisfaction of any tax withholding requirements.

(b) Payment. A condition to the issuance or other delivery of shares of Stock as to which an Option shall be exercised shall be the payment of the Exercise Price and satisfaction of any tax withholding requirements. The Exercise Price of an Option shall be payable to the Company in full, in any method permitted under the Award Agreement, including: (i) in cash or in cash equivalents acceptable to the Company; (ii) by tendering unrestricted shares of Stock already owned by the Participant (for at least six (6) months or such other period as may be required by the Committee in order to comply with applicable law and to avoid adverse accounting consequences) on the date of surrender to the extent the shares of Stock have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the shares as to which such Option shall be exercised, provided that, in the case of an Incentive Stock Option, the right to make payment in the form of already owned shares of Stock may be authorized only at the time of grant, (iii) any other method approved or accepted by the Committee in its sole discretion, including, but not limited to a cashless (broker-assisted) exercise (although limitations might apply to certain executive officers), or (iv) any combination of the foregoing. Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.

(c) Delivery of Shares. Promptly after the exercise of an Option by a Participant and the payment in full of the Exercise Price, such Participant shall be entitled to the issuance of certificates evidencing such Participant’s ownership of the shares of Stock purchased upon exercise of the Option. Notwithstanding any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of certificates through the use of electronic or other forms of book-entry.

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6.4 Termination of Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s Service. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

6.5 Limitations on Incentive Stock Options.

(a) Initial Exercise. The aggregate Fair Market Value of the shares of Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant in any calendar year, under the Plan or otherwise, shall not exceed $100,000. For this purpose, the Fair Market Value of the shares of Stock shall be determined as of the Grant Date and each Incentive Stock Option shall be taken into account in the order granted.

(b) Ten Percent Shareholders. An Incentive Stock Option granted to a Participant who is the holder of record of more than ten percent (10%) of the combined voting power of all classes of stock of the Company shall have an Exercise Price at least equal to one hundred and ten percent (110%) of the Fair Market Value of a share of Stock on the Grant Date of the Option and the term of the Option shall not exceed five (5) years.

(c) Notification of Disqualifying Disposition. If any Participant shall make any disposition of shares of Stock acquired pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), the Participant shall notify the Company of such disposition within ten (10) days thereof.

(d) Limitations on Exercise. No Incentive Stock Option shall be exercisable as an Incentive Stock Option more than three (3) months after the Participant ceases to be an Employee for any reason other than death or Disability, or more than one (1) year after the Participant ceases to be an Employee due to death or Disability.

6.6 Transferability. Except as provided in Section 6.7, during the lifetime of a Participant, only the Participant (or, in the event of legal incapacity or incompetency, the Participant’s guardian or legal representative) may exercise an Option. Except as provided in Section 6.7, no Option shall be assignable or transferable by the Participant to whom it is granted, other than by will or the laws of descent and distribution.

6.7 Family Transfers. If authorized in the applicable Award Agreement, a Participant may transfer, not for value, all or part of an Option to any Family Member. For the purpose of this Section 6.7, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) unless applicable law does not permit such transfers, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (or the Participant) in exchange for an interest in that entity. Following a transfer under this Section 6.7, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Participant in accordance with this Section 6.7 or by will or the laws of descent and distribution. The events of termination of Service under an Option shall continue to be applied with respect to the original Participant, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified in the applicable Award Agreement.

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6.8 Rights of Holders of Options. Unless otherwise stated in the applicable Award Agreement, an individual holding or exercising an Option shall have none of the rights of a shareholder of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the subject shares of Stock or to direct the voting of the shares of Stock) until the shares of Stock covered thereby are fully paid and issued to such individual. Except as provided in Sections 11 or 14 hereof, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.

7 STOCK APPRECIATION RIGHTS

7.1 Grant of Stock Appreciation Rights. Subject to the provisions of this Plan, Stock Appreciation Rights may be granted to Participants at any time and from time to time as shall be determined by the Committee. The Committee may grant freestanding Stock Appreciation Rights, Stock Appreciation Rights that are granted in tandem with an Option, or any combination thereof.

7.2 Award Agreement. Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the Grant Price, the number of shares of Stock covered by the Stock Appreciation Right, the maximum duration of the Stock Appreciation Right, the conditions upon which the Stock Appreciation Right shall become vested and exercisable and such other provisions as the Committee shall determine, consistent with the terms of the Plan.

(a) Grant Price. The Grant Price for each Stock Appreciation Right shall be determined by the Committee and shall be specified in the Award Agreement. Other than with respect to Substitute Awards, the Grant Price shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the Grant Date of the Stock Appreciation Right.

(b) Number of Shares. Each Award Agreement shall state that it covers a specified number of shares of Stock, as determined by the Committee.

(c) Term. Each Stock Appreciation Right shall terminate and all rights with respect to the Stock Appreciation Right shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Stock Appreciation Rights shall be exercisable later than the tenth (10th) anniversary of the Grant Date.

(d) Restrictions on Exercise. The Award Agreement shall set forth any installment or other restrictions on exercise of the Stock Appreciation Right during its term. Each Stock Appreciation Right shall become exercisable and shall vest over such period of time, or upon such events, as determined by the Committee (including based on achievement of performance goals or future service requirements).

7.3 Exercise of Stock Appreciation Right. A Participant desiring to exercise a Stock Appreciation Right shall give written or electronic notice, on a form provided by the Company, of such exercise to the Company with the information the Company deems reasonably necessary to exercise the Stock Appreciation Right. If a Stock Appreciation Right is issued in tandem with an Option, except as may otherwise be provided by the Committee, the Stock Appreciation Right shall be exercisable during the period that its related Option is exercisable. Upon the exercise of a Stock Appreciation Right, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:

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(a) The excess of the Fair Market Value of a share of Stock on the date of exercise over the Grant Price; by

(b) The number of shares of Stock with respect to which the Stock Appreciation Right is exercised.

At the discretion of the Committee, the payment upon exercise may be in cash, shares of Stock or any combination thereof, or in any other manner approved by the Committee in its sole discretion. The Committee’s determination as to the form of settlement shall be set forth in the Award Agreement.

7.4 Effect of Exercise. If a Stock Appreciation Right is issued in tandem with an Option, the exercise of the Stock Appreciation Right or the related Option shall result in an equal reduction in the number of corresponding shares of Stock subject to the Option or Stock Appreciation Right that were granted in tandem with such Stock Appreciation Right and Option.

7.5 Termination of Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Stock Appreciation Right following termination of the Participant’s Service. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Stock Appreciation Rights issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service. Any Stock Appreciation Right issued in tandem with an Option shall be exercisable following termination of the Participant’s Service to the same extent that its related Option is exercisable following the Participant’s termination of Service.

7.6 Transferability. A Stock Appreciation Right shall only be transferable upon the same terms and conditions with respect to transferability as are specified in Sections 6.6 and 6.7 with respect to Options.

8 RESTRICTED STOCK AND RESTRICTED STOCK UNITS

8.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the provisions of this Plan, the Committee at any time and from time to time, may grant shares of Restricted Stock or Restricted Stock Units to Participants in such amounts as the Committee shall determine.

8.2 Award Agreement. Each grant of Restricted Stock or Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Restriction Period, the number of shares of Restricted Stock or the number of Restricted Stock Units granted and such other provisions as the Committee shall determine.

8.3 Restrictions on Transfer. Except as provided in this Plan or an Award Agreement, the shares of Restricted Stock and Restricted Stock Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the Restriction Period established by the Committee and specified in the Award Agreement (and in the case of Restricted Stock Units until the date of delivery or other payment), or upon earlier satisfaction or any other conditions, as specified by the Committee, in its sole discretion. All rights with respect to the Restricted Stock or Restricted Stock Units granted to a Participant shall be available during his or her lifetime only to such Participant, except as otherwise provided in an Award Agreement or at any time by the Committee.

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8.4 Forfeiture; Other Restrictions. The Committee shall impose such other conditions and restrictions on any shares of Restricted Stock or Restricted Stock Units as it may deem advisable including a requirement that the Participant pay a specified amount to purchase each share of Restricted Stock, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions or restrictions under applicable laws or under the requirements of any stock exchange or market upon which shares of Stock are then listed or traded, or holding requirements or sale restrictions placed on the shares of Stock by the Company upon vesting of such Restricted Stock or Restricted Stock Units.

8.5 Restricted Stock Units. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement. Restricted Stock Units may be settled in cash or Stock, as determined by the Committee and set forth in the Award Agreement.

8.6 Termination of Service. Unless otherwise provided by the Committee in the applicable Award Agreement, upon the termination of a Participant’s Service with the Company or an Affiliate, any shares of Restricted Stock or Restricted Stock Units held by such Participant that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited, and the Participant shall have no further rights with respect to such Awards, including but not limited to any right to vote Restricted Stock or any right to receive dividends or Dividend Equivalents with respect to Restricted Stock or Restricted Stock Units.

8.7 Shareholder Privileges. Unless otherwise determined by the Committee and set forth in the Award Agreement:

(a) A Participant holding shares of Restricted Stock shall generally have the rights of shareholder to vote the shares or Restricted Stock during the Restriction Period. The holder of such Restricted Stock may be entitled to receive dividends paid with respect to the Restricted Stock in accordance with Section 11.

(b) A Participant holding Restricted Stock Units shall have no rights of a shareholder of the Company with respect to the Restricted Stock Units. The holder of such Restricted Stock Units may be entitled to receive Dividend Equivalents in accordance with Section 11.

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9 PERFORMANCE BASED COMPENSATION

9.1 Grant or Vesting of Award Subject to Objective Performance Goals. The Committee may, in its discretion, condition the grant, vesting, or payment of an Award on the attainment of one or more pre-established objective performance goals, in accordance with the requirements of Article 9 of this Plan.

9.2 Establishment of Performance Goals. All performance goals established pursuant to this Article 9 shall be objective and shall be established by the Committee in its sole discretion. Performance goals may include alternate and multiple goals and may be based on one or more of the following criteria: (a) total shareholder return; (b) return on assets, return on equity, or return on capital employed; (c) measures of profitability such as earnings per share, corporate or business-unit net income, net income before extraordinary or one-time items, earnings before interest and taxes, or earnings before interest, taxes, depreciation and amortization; (d) cash flow from operations; (e) gross or net revenues or gross or net margins; (f) levels of operating expense or other expense items reported on the income statement; (g) measures of customer satisfaction and customer service; (h) safety; (i) annual or multi-year average production growth; (j) efficiency or productivity measures such as annual or multi-year absolute or per-unit operating and maintenance costs; (k) satisfactory completion of a major project or organizational initiative with specific criteria set in advance by the Committee; (l) debt ratios or other measures of credit quality or liquidity; (m) strategic asset sales or acquisitions in compliance with specific criteria set in advance by the Committee; (n) sales and marketing measures, such as annual or multi-year “net-back” sales or the introduction of new products in accordance with specific goals set in advance by the Committee; (o) staffing and retention; (p) any criteria stated in the shareholder approved 2013 Executive Officer Performance-Based Compensation Plan (as amended); or (q) any other measure of the Company’s financial or other goals, as established by the Committee. The performance goals applicable to a particular Award shall be set forth by the Committee in the Award Agreement for such Award.

9.3 Achievement of Performance Goals. The Committee shall certify in writing prior to the grant, vesting, or payment of any Award that the applicable performance goals have been satisfied. Except as may otherwise be provided herein or as may otherwise be contained in the Award Agreement, in the event that the performance goals are not satisfied, the Award shall not be granted or become vested or payable, as applicable.

10 OTHER STOCK-BASED AWARDS

From time to time during the duration of this Plan, the Committee may, in its sole discretion, adopt one or more incentive compensation arrangements for Participants pursuant to which the Participants may (i) acquire shares of Stock under the Plan, whether by purchase, outright grant, or otherwise, or (ii) receive an Award, whether payable in cash or in Stock, the value of which is determined, in whole or in part, based on the value of Common Stock. Except as provided in an Award Agreement, any such arrangements shall be subject to the general provisions of this Plan and all cash payments or shares of Stock issued pursuant to such arrangements shall be made under this Plan.

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11 DIVIDENDS AND DIVIDEND EQUIVALENTS

Subject to the terms of the Plan and any applicable Award Agreement, a Participant shall, if so determined by the Committee, be entitled to receive, currently, or on a deferred basis, dividends or Dividend Equivalents, with respect to the shares of Stock covered by the Award. The Committee may provide that any dividends paid on shares of Stock subject to an Award must be reinvested in additional shares of Stock, which may or may not be subject to the same vesting conditions and restrictions applicable to the Award. Notwithstanding the award of Dividend Equivalents or dividends, a Participant shall not be entitled to receive a special or extraordinary dividend or distribution unless the Committee shall have expressly authorized such receipt. All distributions, if any, received by a Participant with respect to an Award as a result of any split, Stock dividend, combination of shares of Stock, or other similar transaction shall be subject to the restrictions applicable to the original Award.

12 TAX WITHHOLDING

The Company or any Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Participant any federal, state, or local taxes, domestic or foreign, of any kind required by law with respect to the vesting of or other lapse of restrictions applicable to Awards or upon the issuance of any shares of Stock or payment of any kind upon the exercise of any Options or Stock Appreciation Rights. At the time of such vesting, lapse, payment, or exercise, the Participant shall pay to the Company or Affiliate, as the case may be, any amount that the Company or Affiliate may reasonably determine to be necessary to satisfy such withholding obligation.

Subject to the prior approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the Participant may elect to have shares of Stock withheld or to deliver shares to satisfy the minimum statutory withholding rates for federal, state and local income taxes and employment taxes that are applicable to supplemental taxable income (“Minimum Statutory Withholding”) obligations. The Participant may elect to satisfy Minimum Statutory Withholding obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold shares of Stock otherwise issuable to the Participant or (ii) by delivering to the Company or the Affiliate shares of Stock already owned by the Participant (for at least six (6) months or such other period as may be required by the Committee in order to comply with applicable law and to avoid adverse accounting consequences). The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value not in excess of such withholding obligations. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Committee as of the date that the amount of tax to be withheld is to be determined. A Participant who has made an election pursuant to this Section 12 may satisfy his or her withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

13 PARACHUTE LIMITATIONS

Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Participant with the Company or any Affiliate, except an agreement, contract, or understanding that expressly or impliedly modifies or excludes application of this Section 13 (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Participant (including groups or classes of participants or beneficiaries of which the Participant is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Participant (a “Benefit Arrangement”), if the Participant is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Awards held by that Participant and

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any right to receive any payment or other benefit under this Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Participant under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Participant under this Plan to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Participant from the Company under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Participant without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Participant under any Other Agreement or any Benefit Arrangement would cause the Participant to be considered to have received a Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount received by the Participant as described in clause (ii) of the preceding sentence, then the Committee shall have the right, in its sole discretion, to designate those rights, payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements to be reduced or eliminated so as to avoid having the payment or benefit to the Participant under this Plan be deemed to be a Parachute Payment.

14 EFFECT OF CHANGES IN CAPITALIZATION

14.1 Changes in Stock. The maximum number of shares of Stock for which Awards may be made under the Plan as set forth in Section 4.1 shall be proportionately increased or decreased for any increase or decrease in the number of shares of Stock on account of any recapitalization, reclassification, split, reverse split, combination, exchange, dividend or other distribution payable in shares of Stock, or for any other increase or decrease in such shares of Stock effected without receipt of consideration by the Company occurring after the Effective Date (any such event hereafter referred to as a “Corporate Event”). In addition, subject to the exception set forth in the second sentence of Section 14.3, the number and kind of shares for which Awards are outstanding shall be proportionately increased or decreased for any increase or decrease in the number of shares of Stock on account of any Corporate Event. Any such adjustment in outstanding Options or Stock Appreciation Rights shall not increase the aggregate Exercise Price or Grant Price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or Stock Appreciation Right, as applicable, and the adjustment shall comply with the requirements under Section 409A of the Code. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary cash dividend but excluding a non-extraordinary dividend payable in cash or in stock of the Company) without receipt of consideration by the Company, the Company shall proportionately adjust (i) the number and kind of shares subject to outstanding Awards and/or (ii) the Exercise Price per share of outstanding Options and the Grant Price of outstanding Stock Appreciation Rights to reflect such distribution.

Notwithstanding the foregoing, upon the occurrence of any event or transaction contemplated in this Section 14.1, any changes contemplated herein shall be modified to the minimum extent necessary, in the sole discretion of the Committee, to avoid any tax that may otherwise become due under Section 409A of the Code.

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14.2 Reorganization in Which the Company Is the Surviving Entity and in Which No Change of Control Occurs. Subject to the exception set forth in the second sentence of Section 14.3, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities and in which no Change of Control occurs, any Award theretofore made pursuant to the Plan shall pertain to and apply solely to the securities to which a holder of the number of securities subject to such Award would have been entitled immediately following such reorganization, merger, or consolidation, and, in the case of Options and Stock Appreciation Rights, with a corresponding proportionate adjustment of the Exercise Price or Grant Price per share so that the aggregate Exercise Price or Grant Price thereafter shall be the same as the aggregate Exercise Price or Grant Price of the shares of Stock remaining subject to the Option or Stock Appreciation Right immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement evidencing any other Award, any restrictions applicable to such Award shall apply as well to any replacement shares of Stock received by the Participant as a result of the reorganization, merger or consolidation. Notwithstanding the foregoing, upon the occurrence of any event or transaction contemplated in this Section 14.2, any changes contemplated herein shall be modified to the minimum extent necessary, in the sole discretion of the Committee, to avoid any tax that may otherwise become due under Section 409A of the Code.

14.3 Adjustment. Adjustments under Section 14 related to shares of Stock or securities of the Company shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. The Committee may provide in the Award Agreements at the time of Award, or any time thereafter with the consent of the Participant, for different provisions to apply to an Award in place of those described in Sections 14.1 and 14.2. Notwithstanding the foregoing, any different provisions or changes to provisions contemplated herein shall be modified to the minimum extent necessary, in the sole discretion of the Committee, to avoid any tax that may otherwise become due under Section 409A of the Code.

14.4 No Limitations on the Company. The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

15 FORFEITURE

15.1 Clawback Policy. Awards granted under the Plan shall be subject to any clawback policy as may be adopted or amended by the Company, an Affiliate, and/or Subsidiary, from time to time, such as the Clawback Policy adopted by the Company’s Corporate Governance/Nominating Committee on January 14, 2015 (any such policy, a “Clawback Policy”)), pursuant to the terms of such Clawback Policy. Without limitation of the foregoing, the Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.

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16 REQUIREMENTS OF LAW

16.1 General. The Company shall not be required to issue or sell any shares of Stock under any Award if the issuance or sale of such shares would constitute a violation by the Participant, any other individual exercising an Option or Stock Appreciation Right or receiving shares pursuant to a grant of Restricted Stock or vesting of a Restricted Stock Unit or Other Stock-Based Award (as the case may be), or the Company of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares of Stock hereunder, no shares of Stock may be issued or sold to the Participant or any other individual exercising an Option or Stock Appreciation Right pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under the Securities Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to issue or sell such shares of Stock unless the Committee has received evidence satisfactory to it that the Participant or any other individual exercising an Option may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance or sale of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

16.2 Rule 16b-3. During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to the Plan and the exercise of Options granted hereunder shall qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Committee, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Committee may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

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17 GENERAL PROVISIONS

17.1 Disclaimer of Rights. No provision in the Plan, in any Award or in any Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company or any Affiliate. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any participant or beneficiary under the terms of the Plan.

17.2 Nontransferability of Awards. Except as provided in Sections 6.6, 6.7, and 7.6 or otherwise at the time of grant or thereafter, no right or interest of any Participant in an Award granted pursuant to the Plan shall be assignable or transferable during the lifetime of the Participant, either voluntarily or involuntarily, or subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy, except pursuant to a domestic relations order in settlement of marital property rights. In the event of a Participant’s death, a Participant’s rights and interests in Awards shall only be transferable by will or the laws of descent and distribution to the extent provided under this Plan, and payment of any amounts due thereunder shall be made to, and exercise of any Option or Stock Appreciation Right may be made by, the Participant’s legal representatives, heirs or legatees. If in the opinion of the Committee a person entitled to payments or to exercise rights with respect to the Plan is unable to care for his or her affairs because of mental condition, physical condition or age, payment due such person may be made to, and such rights shall be exercised by, such person’s guardian, conservator or other legal personal representative upon furnishing the Committee with evidence satisfactory to the Committee of such status.

17.3 Changes in Accounting or Tax Rules. Except as provided otherwise at the time an Award is granted, notwithstanding any other provision of the Plan to the contrary, if, during the term of the Plan, any changes in the financial or tax accounting rules applicable to any Award shall occur which, in the sole judgment of the Committee, may have a material adverse effect on the reported earnings, assets or liabilities of the Company, the Committee shall have the right and power to modify as necessary, any then outstanding and unexercised Options, Stock Appreciation Rights and other outstanding Awards as to which the applicable rules or other restrictions have not been satisfied.

17.4 Nonexclusivity of the Plan. The adoption of the Plan shall not be construed as creating any limitations upon the right and authority of the Committee to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Committee in its discretion determines desirable.

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17.5 Captions. The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.

17.6 Other Award Agreement Provisions. Each Award Agreement may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.

17.7 Other Employee Benefits. The amount of any compensation deemed to be received by a Participant as a result of the exercise of an Option or Stock Appreciation Right, the sale of Shares received upon such exercise, the vesting of any Restricted Stock, distributions with respect to Restricted Stock Units, or Other Stock-Based Awards shall not constitute “earnings” or “compensation” with respect to which any other employee benefits of such employee are determined, including without limitation, benefits under any pension, profit sharing, 401(k), life insurance or salary continuation plan, except as may be specifically be provided otherwise under the terms of such other employee benefit plan or program.

17.8 Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

17.9 Governing Law. The validity and construction of this Plan and the Award Agreements shall be construed in accordance with and governed by the laws of the State of Delaware other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and the Award Agreements to the substantive laws of any other jurisdiction.

17.10 Section 409A. Notwithstanding anything in this Plan to the contrary, the Plan and Awards made under the Plan are intended to comply with or be exempt from the requirements imposed by Section 409A of the Code. If any Plan provision or Award under the Plan would result in the imposition of an additional tax under Section 409A of the Code, the Company and the Participant intend that the Plan provision or Award shall be reformed to avoid imposition, to the extent possible, of the applicable tax and no action taken to comply with Section 409A of the Code shall be deemed to adversely affect the Participant’s rights to an Award. The Participant further agrees that the Committee, in the exercise of its sole discretion and without the consent of the Participant, may amend or modify an Award in any manner and delay the payment of any amounts payable pursuant to an Award to the minimum extent necessary to meet the requirements of Section 409A of the Code as the Committee deems appropriate or desirable. Subject to any other restrictions or limitations contained herein, in the event that a “specified employee” (as defined under Section 409A of the Code) becomes entitled to a payment under the Plan that is subject to Section 409A of the Code on account of a “separation of service” (as defined under Section 409A of the Code), such payment shall not occur until the date that is six months plus one day from the date of such “separation from service.” Any amount that is otherwise payable within the six (6) month period described herein shall be aggregated and paid in a lump sum amount without interest. Notwithstanding anything in this Plan to the contrary, the Company makes no representation or guarantee that any Award granted under the Plan shall be exempt from or comply with Section 409A of the Code.

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

18 AMENDMENT, MODIFICATION AND TERMINATION

18.1 Amendment, Modification, and Termination. Subject to Sections 3.2, 17.10 and 18.2, the Board may at any time terminate, and from time to time may amend or modify the Plan provided, however, that no amendment or modification may become effective without approval of the shareholders of the Company if shareholder approval is required to enable the Plan to satisfy any applicable statutory or regulatory requirements, or if the Company, on the advice of counsel, determines that shareholder approval is otherwise necessary or desirable.

18.2 Awards Previously Granted. Except as otherwise may be required under Section 17.10, notwithstanding Section 18.1 to the contrary, no amendment, modification or termination of the Plan or Award Agreement shall adversely affect in any material way any previously granted Award, without the written consent of the Participant holding such Award; provided that the Company may unilaterally amend an outstanding Award to comply with changes in applicable law or exchange listing requirements.

19 SHAREHOLDER APPROVAL; EFFECTIVE DATE OF PLAN

The Plan shall be effective as of the Effective Date, which is the date the Plan was approved by the shareholders of the Company.

20 DURATION

Unless sooner terminated by the Board, this Plan shall terminate automatically 10 years from the Effective Date. After the Plan is terminated, no Awards may be granted. Awards outstanding at the time the Plan is terminated shall remain outstanding in accordance with the terms and conditions of the Plan and the Award Agreement.

21 EXECUTION

To record adoption of the Plan by the Board as of January 25, 2021 and the Company’s shareholders on April 26, 2021, the Company has caused its authorized officer to execute the Plan.

M.D.C. HOLDINGS, INC.

By: /s/ Joseph H. Fretz

Title: Vice President & Secretary

Date: April 26, 2021

M.D.C. Holdings, Inc. 2021 Equity Incentive Plan

☒ ~~Filed by the Registrant ☐ Filed by a party other than the Registrant~~
~~Check the appropriate box:~~
☐	~~Preliminary Proxy Statement~~
☐	~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
☒	~~Definitive Proxy Statement~~
☐	~~Definitive Additional Materials~~
☐	~~Soliciting Material Pursuant to 240.14a-12~~

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			~~TABLE OF CONTENTS~~				Page
PROXY SUMMARY						~~Page~~	1
			GENERAL INFORMATION	1			8
			DELIVERY OF PROXY MATERIALS TO SHAREHOLDERS WITH SHARED ADDRESSES	5			12
			ANNUAL REPORT ON FORM 10-K	5			12
			PROPOSAL ONE – ELECTION OF DIRECTORS	6			13
			~~INFORMATION CONCERNING THE BOARD OF DIRECTORS~~	11
	BENEFICIAL OWNERSHIP OF COMMON STOCK	19			18
			EXECUTIVE OFFICERS	21			20
PROPOSAL TWO – ADVISORY VOTE ON EXECUTIVE COMPENSATION			21
COMPENSATION DISCUSSION AND ANALYSIS			22
PROPOSAL THREE – ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION			~~EMPLOYMENT AGREEMENTS~~37			39
			COMPENSATION COMMITTEE REPORT	43			38
			SUMMARY COMPENSATION TABLE	44			39
GRANTS OF PLAN-BASED AWARDS IN 2022			42
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2022			43
OPTION EXERCISES AND STOCK VESTED IN 2022			45
PENSION BENEFITS AT DECEMBER 31, 2022			45
PAY VERSUS PERFORMANCE			46
NONQUALIFIED DEFINED CONTRIBUTION AND OTHER NONQUALIFIED DEFERRED COMPENSATION PLANS			49
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			46			50
EMPLOYMENT AGREEMENTS			~~GRANTS OF PLAN-BASED AWARDS IN 2017~~50			46
			~~OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2017~~	47
	~~OPTION EXERCISES AND STOCK VESTED IN 2017~~	49
	~~PENSION BENEFITS AT DECEMBER 31, 2017~~	49
	POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	50			55
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES			~~2017~~57
2022 DIRECTOR COMPENSATION			51			65
			CEO PAY RATIO DISCLOSURE	53			68
			COMPENSATION POLICIES AND PRACTICES AND RISK MANAGEMENT	53			68
			COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	53			68
			~~PROPOSAL TWO~~ ~~– ADVISORY VOTE ON EXECUTIVE COMPENSATION~~	54
	AUDIT COMMITTEE REPORT	55			69
			TRANSACTIONS WITH RELATED PERSONS	56			70
			REVIEW OF TRANSACTIONS WITH RELATED PERSONS	56			71
PROPOSAL FOUR – APPROVAL OF AN AMENDMENT TO THE M.D.C. HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN			~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~72			57
			PROPOSAL ~~THREE~~FIVE – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	58			78
			OTHER MATTERS	59			79
			SHAREHOLDER PROPOSALS	59			79
			INCORPORATION BY REFERENCE	60			80
APPENDIX A - FIRST AMENDMENT TO THE M.D.C. HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN
APPENDIX B - M.D.C. HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN (AS PROPOSED TO BE AMENDED)


Meeting Site:			April 17, 2023
4350 South Monaco Street, 6th Floor, Assembly Room, Denver, Colorado 80237			10:00 a.m. Mountain Time


	Proposal	Recommendation of the Board	For more information
1.	Election of Directors	FOR each of the nominees	Page 13
2.	Advisory vote to approve executive compensation (Say on Pay)	FOR	Page 21
3.	Advisory vote on the frequency of Say on Pay voting	1 YEAR	Page 37
4.	Amendment to M.D.C. Holdings, Inc. 2021 Equity Incentive Plan	FOR	Page 72
5.	Selection of Auditor	FOR	Page 78


			Early in 2022, in response to the increase in mortgage rates, we took decisive action to reevaluate every land transaction in our pipeline. While resulting in a decrease in our lot supply near term, it allowed us to recoup land option deposits and positions us to reinvest our capital as land prices moderate. As interest rates moved higher throughout the year, we focused on completing and delivering the homes in our backlog. We offered favorable financing incentives, including long-term lock programs and attractively priced fixed rate mortgages, to mitigate the sharp rise in mortgage rates. While we enter 2023 with a fewer number of homes in backlog than in recent years, our strategic decision to build more speculative inventory should provide us the inventory we need to satisfy current consumer preferences and provide us the opportunity for another profitable year in 2023. Considering the challenging operating environment, we have re-focused our efforts on generating cash, fortifying the balance sheet and reducing costs. As a result, we generated $905.6 million in cash from operations during 2022 and ended the year with $1.28 billion in cash and short-term investments. Our year-end debt to capital ratio was 32.6% and we enter 2023 with no senior note maturities until January 2030.


Larry A. Mizel Executive Chairman ~~of the Board of Directors~~ M.D.C. Holdings, Inc.


BY ORDER OF THE BOARD OF DIRECTORS,

Joseph H. Fretz Secretary


The approximate date on which this Proxy Statement and the form of Proxy are first being sent to shareholders is March 1, 2023.


Environmental Initiatives
Highlights
☑			Every Richmond American home comes standard with energy efficient features that help cut down on energy use.
☑			Our average HERS rating improved 4% to 49 in 2022, which is 81% more efficient than a typical resale home.
☑			Achieved our goal of decreasing our average HERS rating to 50 or less by 2025.
☑			Implemented a new goal of decreasing our average HERS rating to 45 or less by fiscal year 2027.
☑			Completed 2021 GHG inventory to enable MDC to better understand our corporate carbon footprint. More information on this inventory can be found in our ESG Corporate Sustainability Report on our investor relations website at www.mdcholdings.com.


Governance Initiatives
Highlights
☑			Engaged and experienced Board of Directors actively participated in 12 regular meetings per year. Our non-management directors have an average tenure of 12.0 years, with 22% having a tenure of fewer than 5 years.
☑			Code of Conduct training conducted for all employees at the time of hire, and reinforced for all employees and directors on an annual basis. Topics covered include business ethics, conflicts of interest and appropriate standards of workplace conduct.
☑			Focus on succession planning, including recent hires and promotions of an increasingly diverse leadership team.
☑			Formal procedures in place for confidential reporting of any suspected violations of law.
☑			Appointed Janice Sinden and Rafay Farooqui to the Board of Directors during 2022.
☑			Prioritized a diverse management team and Board that fosters a foundation of integrity and ethical company culture, highlighted by our third and fourth consecutive appointments of a diverse candidate to our Board.


National Average HERS Index by Year**
2013	2014	2015	2016	2017	2018	2019	2020	2021	2022
65	63	61	60	62	60	59	55	51	49


EMPLOYEE DIVERSITY: GENDER / UNDERREPRESENTED GROUPS



BOARD DIVERSITY: GENDER / UNDERREPRESENTED GROUP


MDC defines gender diversity as individuals identifying as female.

MDC defines underrepresented groups as including individuals who identify as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, or Native Hawaiian or Pacific Islander; individuals who identify as LGBTQ+; individuals who identify as underrepresented based on national, Indigenous, religious, or cultural identity; individuals with disabilities; and veterans.
*The employee diversity percentages are based primarily on those identifying as female, Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, or Native Hawaiian or Pacific Islander. Data on other underrepresented groups within the employee population is not collected by MDC.


Our directors participate in our year-round shareholder engagement program that maintains transparency and solicits feedback.
60%	Outreach to investors holding 60% of the non-affiliated shares were offered the opportunity to meet	•Our independent directors participate in our shareholder engagements to solicit feedback directly from our investors. •Additionally, this ongoing dialogue provides an opportunity for shareholders to understand the process behind our strategy for increasing long-term shareholder value, governance practices and executive compensation design. •Our independent Lead Director primarily drives Board involvement in shareholder engagement. Feedback is then relayed to our entire Board and the management team. •Shareholder feedback is considered in establishing our governance practices and executive compensation design.
40%	Engaged with investors holding 40% of the non-affiliated shares
100%	All engagements included independent directors


Rafay Farooqui			Rafay Farooqui is the Founder & CEO of Strategic Alternative Funds Group, LLC d/b/a +SUBSCRIBE, a fintech leader providing a unified private markets platform for alternative investment fund investors, fund managers, and service providers. Prior to founding +SUBSCRIBE in 2015, he also co-founded CAIS in 2009, a fintech technology company offering an investable menu of leading alternative investment funds to wealth management firms. Prior to forming CAIS, Mr. Farooqui was the Head of the Middle East & North African Equities division for UBS Investment Bank and was based in Dubai, U.A.E. Between 2003 and 2008, he was Head of UBS Investment Bank's U.S. Institutional Equities Sales Group, based in New York City. Prior to UBS, from 1998 to 2003, Mr. Farooqui was Head of Global Institutional International Sales-Trading in the New York City offices of Goldman Sachs & Co., where he advised alternative investment management clients on research and trading in the global securities markets. Mr. Farooqui began his career in 1998 at Goldman Sachs & Co. within the Equity Division's International Department as a global equity securities sales-trader. He joined the Company's Board of Directors in December 2022. Mr. Farooqui’s focus and experience in technology and finance provide the Company with both technology information architecture and financial expertise.

Director Since: 2022


			Sincerely,


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


David D. Mandarich			David D. Mandarich has been associated with the Company since 1977. He was a Director from September 1980 until April 1989, and has been a Director continuously since March 1994. He was appointed President and Chief Operating Officer of the Company in June 1999. Then, in October 2020, he was appointed President and Chief Executive Officer. A skilled and experienced leader in the homebuilding industry, Mr. Mandarich provides the Board with the benefit of his judgment and his knowledge and understanding of the Company's homebuilding business and operations. Mr. Mandarich is a veteran of the United States Army.

Director Since: 1994


Paris G. Reece III			Paris G. Reece III was formerly the Company’s Chief Financial Officer and Principal Accounting Officer, and retired on August 1, 2008. Since his retirement, Mr. Reece has performed consulting work and served in a volunteer position as the President of Cancer League of Colorado, a leading non-profit organization that was established over fifty years ago to raise money for cancer research and patient care. He joined the Company's Board of Directors in May 2013. As a Certified Public Accountant (Texas, non-practicing), a former Chief Financial Officer and a highly respected person within the homebuilding industry, Mr. Reece is uniquely qualified to provide the Company with strong oversight of accounting and financial matters, as well as the operation of the Company's homebuilding and financial services businesses.

Director Since: 2013 Committee Memberships: ●Audit Committee Chairman


David Siegel			David Siegel was a partner in the law firm of Irell & Manella LLP for more than thirty years, where he led that firm's securities litigation practice and was the firm's Managing Partner. He retired from the active practice of law in 2019. Mr. Siegel's law practice, for which he is nationally recognized, was concentrated on securities class actions, corporate governance, risk management, SEC reporting standards and regulatory compliance. Mr. Siegel has chaired and has been a frequent speaker at various seminars on securities litigation, class actions, and trial techniques. He has been named by his peers as one of the "Best Lawyers in Commercial Litigation" in The Best Lawyers in America guide. Mr. Siegel has been a member of the Company's Board of Directors since June 2009. Mr. Siegel's knowledge and experience in corporate governance and litigation matters provide the Company with significant guidance and oversight.

Director Since: 2009 Committee Memberships: ●Corporate Governance/ Nominating Committee Chairman ●Legal Committee

●
Raymond T. Baker ~~Director Since: 2012~~ ~~Committee Memberships:~~ ~~Compensation Committee Chairman~~	Raymond T. Baker has served as President of Gold Crown Management Company, a real estate asset management company, from 1978 to 2013, then as Vice President and Secretary to present. He is the founder and has served as Co-Director of the Gold Crown Foundation since 1986. He also is a member of the Board of Directors of Alpine Banks of Colorado and Land Title Guarantee Company. Mr. Baker is currently serving as ~~Chairman of the Board of the Denver Metropolitan Major League Baseball Stadium District and~~ Chairman of the Board of the Metropolitan Football Stadium District (Denver). From February 2004 until May 2007, he served as a director of Central Parking Corporation. He has over thirty-five years of experience in the real estate and banking industries. Mr. Baker became a member of the Company's Board of Directors in January 2012. His experience and knowledge of the real estate and banking industries directly complement and support the Company’s real estate activities and the financing of those activities.

		Director Since: 2012 Committee Memberships: ●Compensation Committee Chairman


David E. Blackford ~~Director Since: 2001~~ ~~Committee Memberships:~~						David E. Blackford has over ~~thirty-five years’~~forty-five years experience in the banking industry. He is employed by California Bank & Trust (CB&T), a leading California banking institution and a division of ~~ZB, N.A.~~Zions Bancorporation, National Association. Between 1998 and 2001, he was CB&T’s managing director, serving on the ~~board~~Board of ~~directors~~Directors and the Senior Loan Committee for Real Estate Finance. In May 2001 he was appointed chairman, president and chief executive officer of CB&T, ~~positions he~~and currently ~~holds.~~serves as executive chairman. He also is an executive vice president of Zions Bancorporation, ~~the parent company of ZB, N.A.~~National Association. Prior to 1998, he served as an executive officer in several financial institutions, including Bank One and Valley National Bank. He joined the Company's Board of Directors in April 2001. His experience and knowledge of historic and current institutional real estate lending practices, the regulatory process and the volatility of the credit markets provide a unique perspective to the Board.
●						~~Corporate Governance/Nominating Committee~~
Director Since: 2001 Committee Memberships: ●						Corporate Governance/ Nominating Committee ●Legal Committee


Herbert T. Buchwald Lead Director ~~Director Since: 1994~~ ~~Committee Memberships:~~	Herbert T. Buchwald is a principal in the law firm of Herbert T. Buchwald, P.A. and president and chairman of the ~~board~~Board of ~~directors~~Directors of BPR Management Corporation, a property management company located in Denver, Colorado, positions he has held for more than the past five years. Mr. Buchwald has been engaged in the acquisition, development and management of residential and commercial real estate in Florida, Arizona, New Jersey and Colorado, through both publicly and privately held ventures for more than forty years. As an attorney, he has been admitted to practice before federal and state trial and appellate courts in Florida and Colorado. In addition, he holds an accounting degree and formerly was a practicing Certified Public Accountant. He has been a member of the Company's Board of Directors since March 1994. The combination of his knowledge, experience and skills provide the Company with strong oversight of accounting, financial, regulatory and legal matters, as well as the operation of the Company's real estate businesses.	Mr. Buchwald is a veteran of the United States Navy.

Director Since: 1994 Committee Memberships: ●	Legal Committee Chairman ●Audit Committee ●Compensation Committee ●Corporate Governance/ Nominating Committee

		~~David D. Mandarich~~
Janice Sinden			Janice Sinden has ~~been associated with the Company since 1977. He was elected~~served as President and Chief ~~Operating~~Executive Officer of the ~~Company in June 1999, a position he~~Denver Center for the Performing Arts since 2016. Past positions include Chief of Staff for Denver Mayor Michael B. Hancock, where she managed 60 appointees and 26 departments. She currently ~~holds. He previously had been elected Chief Operating Officer in March 1996, Co-Chief Operating Officer in September 1994~~serves on the non-profit boards of Citizens for Arts to Zoo, University of Northern Colorado, VISIT Denver, the American Transplant Foundation, Colorado Inclusive Economy and ~~Executive Vice President-Real Estate in April 1993. He was a Director from September 1980 until April 1989, and~~Denver Preschool Program. Ms. Sinden has been ~~a Director continuously since March 1994. A skilled and experienced leader~~recognized by Titan 100 as one of Colorado's Top 100 CEO's, the Denver Business Journal as an Outstanding Woman in ~~the homebuilding industry, Mr. Mandarich provides the Board with the benefit of his judgment and his knowledge and understanding of the Company's homebuilding business and operations.~~


NON-EMPLOYEE DIRECTOR	JOINED BOARD	TENURE1
Raymond T. Baker	2012	10.9 years
Michael A. Berman	2006	16.7 years
David E. Blackford	2001	21.8 years
Herbert T. Buchwald	1994	28.9 years
Rafay Farooqui	2022	0.1 years
Courtney L. Mizel	2017	5.6 years
Paris G. Reece III	2013	9.6 years
David Siegel	2009	13.5 years
Janice Sinden	2022	0.9 years


Our Board is committed to active refreshment, and balancing fresh perspectives with continuity and institutional knowledge.

~~Our Board is Uniquely Qualified to Oversee Company Strategy~~
	✓	~~Real Estate~~	✓	~~Finance~~
	✓	~~Homebuilding~~	✓	~~Accounting~~
	✓	~~Senior Leadership~~	✓	~~Legal~~
	✓	~~Risk Management~~	✓	~~Regulatory~~
	✓	~~Banking~~	✓	~~Business Management~~

Name of Executive Officer/Director	Number of Shares of Common Stock Owned Beneficially ¹		Percent of Class ²
Raymond T. Baker	122,796		*
Michael A. Berman	61,344		*
David E. Blackford	44,202		*
Herbert T. Buchwald	108,120		*
David D. Mandarich	5,858,344		10.0%
Robert N. Martin	88,609		*
Larry A. Mizel	9,755,757	³	16.7%
Courtney L. Mizel ⁴	6,005		*
Paris G. Reece III	94,446		*
David Siegel	207,846		*
Michael Touff	269,955		*
All current executive officers and Directors as a group (10 persons)	16,617,424		27.0%


Name of Executive Officer/Director	Number of Shares of Common Stock Owned Beneficially 1		Percent of Class 2
Raymond T. Baker	85,186		*
Michael A. Berman	54,085		*
David E. Blackford	25,087		*
Herbert T. Buchwald	19,740		*
Rafay Farooqui	—		*
Michael L. Kaplan	12,798		*
David D. Mandarich	5,847,346		7.9%
Robert N. Martin	333,538		*
Courtney L. Mizel	60,220		*
Larry A. Mizel	11,064,222	3	14.8%
Paris G. Reece III	86,758	3	*
David Siegel	24,858	3	*
Janice Sinden	8,339		*
Rebecca B. Givens (former officer)	5,307		*
All current executive officers and Directors as a group (13 persons)	17,622,177		23.3%


Name and Address of Beneficial Owner	Number of Shares of Common Stock Owned Beneficially		Percent of Class 1
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	10,408,471	2	14.2	%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	6,761,969	3	9.3	%
Dimensional Fund Advisors LP 6300 Bee Cave Road Austin, TX 78746	5,091,173	4	7.0	%


			Robert N. Martin SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER TENURE: 20 YEARS
			Michael L. Kaplan SENIOR VICE PRESIDENT AND GENERAL COUNSEL TENURE: 1 YEAR

~~Executive Summary~~	23
~~Over 40~~Executive Summary		23
50 Years of Shareholder Value Creation		23
~~Business Performance Overview~~		25
Executive Compensation Program Structure: Aligning Pay with Performance	25 26
~~2017~~2022 Pay Performance Metrics and Outcomes Summarized		26
Compensation Governance Best Practices		27 28
~~2017~~2022 Say-on-Pay Vote		27 28

Executive Compensation Program: Plan Design & Components		28 29
Key Goals and Objectives		28 29
Components of Executive Compensation		28 29
Fixed Compensation		29 30
Base Salary		29 30
~~Variable and~~ Performance-Based Compensation		29 30
~~2017~~2022 Executive Chairman and Chief Executive Officer ~~and Chief Operating Officer~~ Annual Incentive Bonus		29 30
~~2017~~2022 CFO and General Counsel Annual Incentive Bonus		32 33
Long-Term Incentive Compensation		33
~~Recent Changes to Executive Compensation Program~~Peer Data		34 33
~~Peer Data and Benchmarking to the Market~~		35
Role of Compensation Committee and Management	36 34
Role of the Independent Compensation Consultant		36 34

Other Compensation Considerations		37 35
Stock Ownership Guidelines		37 35
Anti-Hedging and Anti-Pledging Policies		37 35
Clawback Policy		37 35
Compensation and Risk Management		38 35
~~Tax Considerations~~		38
Medical Insurance Benefits	38 35
Other Compensation		38 36


Named Executive Officers
		Larry A. Mizel	Executive Chairman
David D. Mandarich		~~Chairman~~President and Chief Executive Officer (“CEO”)
		~~David D. Mandarich~~		~~President and Chief Operating Officer (“COO”)~~
	Robert N. Martin			Senior Vice President and Chief Financial Officer (“CFO”)
Michael L. Kaplan1		~~Michael Touff~~			Senior Vice President and General Counsel (“CLO”)
Rebecca B. Givens1		Senior Vice President and General Counsel (“CLO”)


HOW MDC IS DIFFERENT		WHY IT MATTERS

BUILT FOR SUCCESS THROUGH THE HOUSING CYCLE ü Strong balance sheet ü Target a 2-3 years land supply ü Industry leading dividend ü No Senior Note maturities until 2030	à	We’re focused on homebuilding, not land speculation, which positions us to withstand, and ultimately benefit from, downturns Allows us to reward shareholders with an industry leading cash dividend, which has remained consistent / increased each year since 1994

	●	~~Consistent Industry Leading Dividends~~~~. Paid almost $52 million~~
HOW MDC IS DIFFERENT				WHY IT MATTERS

DIVERSE PRODUCT MIX WITH A CONTINUED FOCUS ON THE MORE AFFORDABLE SEGMENT ü Appeal to a number of buyer demographics ü Benefiting from the millennial homebuying wave ü Moving down in ~~cash dividends in 2017 extending~~price without sacrificing quality or design elements.			à	Unique products help differentiate us from peers Attracts both new homebuyers and move down buyers focused on affordability Provides our ~~track record~~homebuyers with a variety of ~~reliable capital return~~home plans that fit their lifestyle as well as their budget

~~Audit Committee~~

~~Compensation Committee~~

~~Corporate Governance/Nominating Committee~~