Century Communities (CCS) DEF 14A Definitive proxy

United States

Securities and Exchange Commission

Washington, D.C. 20549

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

______________

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Century Communities, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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April 3, 2015

Dear Stockholder:

You are cordially invited to attend the 2015 Annual Meeting of Stockholders (which we refer to as the “Annual Meeting”) of Century Communities, Inc., a Delaware corporation (which we refer to as “we,” “us,” “our,” or the “Company”), to be held at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237, at 1:00 p.m. local time, on Wednesday, May 13, 2015.

At the Annual Meeting, you will be asked to consider and vote upon the following proposals to: (1) elect five (5) directors to serve for the ensuing year as members of the Board of Directors of the Company; (2) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015; and (3) transact such other business as may properly come before the Annual Meeting or at any continuation, postponement or adjournment thereof. The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe these matters in more detail. We urge you to read this information carefully.

The Board of Directors recommends a vote:FOR each of the five (5) nominees for director named in the Proxy Statement, andFOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.

Whether or not you attend the Annual Meeting in person, and regardless of the number of shares of Century Communities, Inc. that you own, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to vote your shares of common stock via the Internet, by telephone, or by promptly marking, dating, signing, and returning in the enclosed postage-paid envelope, the enclosed proxy card. Voting over the Internet, by telephone, or by written proxy will ensure that your shares are represented at the Annual Meeting.

On behalf of the Board of Directors of Century Communities, Inc., we thank you for your participation.

Sincerely,

Dale Francescon

Chairman of the Board of Directors and

Co-Chief Executive Officer

Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

(303) 770-8300

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NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 13, 2015

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The 2015 Annual Meeting of Stockholders (which we refer to as the “Annual Meeting”) of Century Communities, Inc., a Delaware corporation (which we refer to as “we,” “us,” “our,” or the “Company”), will be held on Wednesday, May 13, 2015 at 1:00 p.m. local time at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237. We will consider and act on the following items of business at the Annual Meeting:

1.To elect five (5) directors to serve as members of the Board of Directors of the Company (which we refer to as our “Board”) until the next annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees named in the Proxy Statement for election to our Board are: Dale Francescon, Robert J. Francescon, James M. Lippman, Keith R. Guericke, and John P. Box;

2.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015; and

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

The Proxy Statement accompanying this Notice describes each of these items of business in detail. Our Board recommends a vote:FOR each of the five (5) nominees for director named in the Proxy Statement, andFOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.

Only stockholders of record at the close of business on March 27, 2015 are entitled to notice of, to attend, and to vote at, the Annual Meeting or any continuation, postponement or adjournment thereof. A list of stockholders eligible to vote at the Annual Meeting will be available for inspection, for any purpose germane to the Annual Meeting, at the principal executive office of the Company during regular business hours for a period of no less than ten (10) days prior to the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting in person. To ensure your representation at the Annual Meeting, you are urged to vote your shares of common stock via the Internet, by telephone, or by promptly marking, dating, signing, and returning in the enclosed postage-paid envelope, the enclosed proxy card. Any stockholder attending the Annual Meeting may vote in person even if he or she previously submitted a proxy. If your shares of common stock are held by a bank, broker or other agent, please follow the instructions from your bank, broker or other agent to have your shares voted.

Sincerely,

David Messenger

Chief Financial Officer and Assistant Secretary

Greenwood Village, Colorado

April 3, 2015

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 13, 2015:This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 are available on the internet, free of charge, athttp://www.astproxyportal.com/ast/19474/. On this website, you will be able to access this Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and any amendments or supplements to the foregoing materials that are required to be furnished to stockholders.

TABLE OF CONTENTS

	Page
INFORMATION ABOUT THE ANNUAL MEETING
General	1
Availability of Proxy Materials for the 2015 Annual Meeting	1
Who Can Vote, Outstanding Shares	1
Voting of Shares	2
Revocation of Proxy	2
Voting in Person	3
Quorum and Votes Required	3
Solicitation of Proxies	3
Stockholder List	4
Forward-Looking Statements	4
PROPOSAL NO. 1 – ELECTION OF DIRECTORS	5
Board Nominees	5
Board Recommendation	5
Information about Director Nominees	6
CORPORATE GOVERNANCE	8
Corporate Governance Guidelines	8
Board Composition and Size	8
Board Leadership Structure	8
Director Independence	9
Board Meetings	9
Executive Sessions	9
Committees of the Board of Directors	9
Audit Committee	9
Compensation Committee	10
Nominating and Corporate Governance Committee	11
Other Committees	11
Role of our Board of Directors in Risk Oversight	11
Compensation Committee Interlocks and Insider Participation	11
Communications with the Board of Directors	12
Code of Business Conductand Ethics	12
PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	13
Board Recommendation	13
Change in Independent Registered Public Accounting Firm	13
Fees Incurred for Services by Principal Accountant	13
Pre-Approval Policies and Procedures	14
Audit Committee Report	14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	15
EXECUTIVE OFFICERS AND COMPENSATION	17
Executive Officers	17
Compensation Discussion and Analysis	17
Summary Compensation Table	24
Grants of Plan-Based Awards in 2014	24
Outstanding Equity Awards as of December 31, 2014	25
Director Compensation	26

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	Page
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	27
Policies and Procedures for Review and Approval of Related Party Transactions	27
Transactions with Related Persons	27
OTHER MATTERS	28
Section 16(a) Beneficial Ownership Reporting Compliance	28
Stockholder Proposals and Nominations for 2016 Annual Meeting	28
Householding of Proxy Materials	28
Incorporation by Reference	29

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Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

(303) 770-8300

_______________

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 2015

_______________

INFORMATION ABOUT THE ANNUALMEETING

General

Your proxy is solicited on behalf of the Board of Directors (which we refer to as our “Board”) of Century Communities, Inc., a Delaware corporation (which we refer to as “we,” “us,” “our,” or the “Company”), for use at our 2015 Annual Meeting of Stockholders (which we refer to as the “Annual Meeting”) to be held on Wednesday, May 13, 2015, at 1:00 p.m. local time, at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this Proxy Statement and in the accompanying Notice of Annual Meeting. Directions to attend the Annual Meeting may be obtained by calling Investor Relations at (303) 268-8398. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting. This is our first meeting of stockholders since our initial public offering in June 2014.

We have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending an Important Notice of Availability of Proxy Materials for the Annual Meeting (which we refer to as the “Notice”) to most of our stockholders of record, and paper copies of the proxy materials to certain other stockholders of record. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. On or about April 3, 2015, we intend to make this Proxy Statement available on the Internet and to commence mailing of the Notice to all stockholders entitled to vote at the Annual Meeting. We intend to mail this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three (3) business days of such request.

Availability of Proxy Materials for the 2015 Annual Meeting

This Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (which we refer to as our “2014 Annual Report”) are available athttp://www.astproxyportal.com/ast/19474/. This website contains the following documents: the Notice of the Annual Meeting, this Proxy Statement and proxy card sample, and our 2014 Annual Report. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

Who Can Vote, Outstanding Shares

Record holders of our common stock as of the close of business on March 27, 2015, the record date for the Annual Meeting, are entitled to vote at the Annual Meeting on all matters to be voted upon. As of the record date, there were 21,360,165 shares of our common stock outstanding, each entitled to one vote.

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Voting of Shares

You may vote by attending the Annual Meeting and voting in person or you may vote by submitting a proxy. The method of voting by proxy differs (1) depending on whether you are viewing this Proxy Statement on the Internet or receiving a paper copy and (2) for shares held as a record holder and shares held in “street name.” If you hold your shares of common stock as a record holder and you are viewing this Proxy Statement on the Internet, you may vote by submitting a proxy over the Internet by following the instructions on the website referred to in the Notice previously mailed to you. If you hold your shares of common stock as a record holder and you are reviewing a paper copy of this Proxy Statement, you may vote your shares by completing, dating and signing the proxy card that was included with the Proxy Statement and promptly returning it in the pre-addressed, postage-paid envelope provided to you, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card. If you hold your shares of common stock in street name, which means that your shares are held of record by a broker, bank or other nominee, you will receive a notice from your broker, bank or other nominee that includes instructions on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions over the Internet and may also permit you to vote by telephone. In addition, you may request paper copies of the Proxy Statement and proxy card from your broker by following the instructions on the notice provided by your broker.

The Internet and telephone voting facilities will close at 11:59 p.m. EDT on May 12, 2015. If you vote through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by you. If you vote over the Internet or by telephone, then you need not return a written proxy card by mail.

YOUR VOTE IS VERY IMPORTANT.You should submit your proxy even if you plan to attend the Annual Meeting. If you properly give your proxy and submit it to us in time to vote, one of the individuals named as your proxy will vote your shares as you have directed. Any stockholder attending the Annual Meeting may vote in person even if he or she previously submitted a proxy.

All shares entitled to vote and represented by properly submitted proxies (including those submitted electronically, telephonically and in writing) received before the polls are closed at the Annual Meeting, and not revoked or superseded, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy, your shares will be voted as follows:FOR each of the five (5) nominees for director named in the Proxy Statement, andFOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015. With respect to any other matter that properly comes before the Annual Meeting or any continuation, postponement or adjournment thereof, the proxy-holders will vote as recommended by our Board, or if no recommendation is given, in their own discretion.

Revocation of Proxy

If you are a stockholder of record, you may revoke your proxy at any time before your proxy is voted at the Annual Meeting by taking any of the following actions:

•delivering to our corporate secretary a signed written notice of revocation, bearing a date later than the date of the proxy, stating that the proxy is revoked;

•signing and delivering a new proxy card, relating to the same shares and bearing a later date than the original proxy card;

•submitting another proxy over the Internet or by telephone (your latest Internet or telephone voting instructions are followed); or

•attending the Annual Meeting and voting in person, although attendance at the Annual Meeting will not, by itself, revoke a proxy.

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

Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

Attention: Corporate Secretary

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If your shares are held in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee. You must contact your broker, bank or other nominee to find out how to do so. See below regarding how to vote in person if your shares are held in street name.

Votingin Person

If you plan to attend the Annual Meeting and wish to vote in person, you will be given a ballot at the Annual Meeting. Please note, however, that if your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, and you wish to vote at the Annual Meeting, you must bring to the Annual Meeting a legal proxy from the record holder of the shares, which is the broker or other nominee, authorizing you to vote at the Annual Meeting.

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

Quorumand Votes Required

The inspector of elections appointed for the Annual Meeting will tabulate votes cast by proxy or in person at the Annual Meeting. The inspector of elections will also determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Annual Meeting, a majority in voting power of all of the shares of the stock entitled to vote at the Annual Meeting must be present in person or represented by proxy at the Annual Meeting. Shares that abstain from voting on any proposal, or that are represented by broker non-votes (as discussed below), will be treated as shares that are present and entitled to vote at the Annual Meeting for purposes of determining whether a quorum is present.

Brokers or other nominees who hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the election of directors or for the approval of matters which the New York Stock Exchange (which we refer to as the “NYSE”) determines to be “non-routine,” without specific instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes.” If your broker holds your common stock in “street name,” your broker will vote your shares on “non-routine” proposals only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker with this Proxy Statement. Only Proposal No. 2 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter. Proposal No. 1 (election of directors) is not considered a routine matter, and without your instruction, your broker cannot vote your shares. In addition, pursuant to our bylaws, abstentions will not be counted as a vote case “for” or “against” any proposal.

Proposal No. 1: Election of Directors. A plurality of the votes cast by the holders of shares entitled to vote in the election of directors at the Annual Meeting is required for the election of directors. Accordingly, the five (5) director nominees receiving the highest number of votes will be elected. Abstentions and broker non-votes are not treated as votes cast, and, therefore, will not have any effect on the outcome of the election of directors.

Proposal No. 2: Ratification of Independent Registered Public Accounting Firm. The affirmative vote of the holders of a majority of the votes cast and entitled to vote at the Annual Meeting is required for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015. Abstentions will not be counted either for or against this proposal. Brokers generally have discretionary authority to vote on the ratification of our independent registered public accounting firm, and thus, broker non-votes are generally not expected to result from the vote on Proposal No. 2.

Solicitationof Proxies

Our Board is soliciting proxies for the Annual Meeting from our stockholders. We will bear the entire cost of soliciting proxies from our stockholders. In addition to the solicitation of proxies by delivery of the Notice or this Proxy Statement by mail, we will request that brokers, banks and other nominees that hold shares of our common stock, which are beneficially owned by our stockholders, send Notices, proxies and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. We do not intend to hire a

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proxy solicitor to assist in the solicitation of proxies. We may use several of our regular employees, who will not be specially compensated, to solicit proxies from our stockholders, either personally or by Internet, telephone, facsimile or special delivery letter.

Stockholder List

A list of stockholders eligible to vote at the Annual Meeting will be available for inspection, for any purpose germane to the Annual Meeting, at the principal executive office of the Company during regular business hours for a period of no less than ten (10) days prior to the Annual Meeting.

Forward-LookingStatements

This Proxy Statement contains “forward-looking statements” (as defined in the Private Securities Litigation Reform Act of 1995). These statements are based on our current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken by us. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the risk factors in Item 1A of our 2014 Annual Report and in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.

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PROPOSALNO. 1

ELECTION OF DIRECTORS

Board Nominees

Our Board currently consists of five (5) members, three (3) of whom are independent within our director independence standards, which satisfy the listing standards for independence of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”). Based upon the recommendation of the Nominating and Corporate Governance Committee of our Board (which we refer to as the “Nominating and Corporate Governance Committee”), our Board nominated each of the Company’s current directors for re-election at the Annual Meeting.

Our Board and the Nominating and Corporate Governance Committee believe the current directors collectively have or will have the experience, qualifications, attributes and skills to effectively oversee the management of the Company, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing the Company, a willingness to devote the necessary time to board duties, a commitment to representing the best interests of the Company and our stockholders and a dedication to enhancing stockholder value.

Each director elected at the Annual Meeting will serve a one (1)-year term until the Company’s next annual meeting and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Unless otherwise instructed, the proxy-holders will vote the proxies received by them for the five (5) nominees named below. If any of the nominees is unable, or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by the present Board to fill the vacancy. It is not presently expected that any of the nominees named below will be unable or will decline to serve as a director. If additional persons are nominated for election as directors, the proxy-holders intend to vote all proxies received by them in a manner to assure the election of as many of the nominees listed below as possible. In such event, the specific nominees to be voted for will be determined by the proxy-holders.

Set forth below are the names, ages and positions of our directors as of the date of this Proxy Statement:

Name	Age	Position with the Company
Dale Francescon	62	Chairman of our Board of Directors and Co-Chief Executive Officer
Robert J. Francescon	57	Co-Chief Executive Officer, President and Director
James M. Lippman(a),(b),(c)	57	Independent Director
Keith R. Guericke(a),(b),(c)	66	Independent Director
John P. Box(a),(b),(c)	69	Independent Director

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(a)Member of the Audit Committee of our Board.

(b)Member of the Compensation Committee of our Board.

(c)Member of the Nominating and Corporate Governance Committee of our Board.

Board Recommendation

Our Board recommends a vote “FOR” each of the five (5) nominees for director named in this Proxy Statement.

Vacancies on our Board, including any vacancy created by an increase in the size of our Board, may be filled only by a majority of the directors remaining in office (even though less than a quorum of our Board) or a sole remaining director, and not by stockholders. A director elected by our Board to fill a vacancy will serve until the next annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier retirement, resignation, disqualification, removal or death.

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

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Information about Director Nominees

Set forth below is biographical information for each nominee and a summary of the specific qualifications, attributes, skills and experiences which led our Board to conclude that each nominee should serve on our Board at this time. There are no family relationships among any of the directors or executive officers of the Company, except for Dale Francescon and Robert Francescon, who are brothers.

Dale Francescon. Mr. Dale Francescon serves as our Co-Chief Executive Officer and has served as the Chairman of our Board of Directors since April 30, 2013. Mr. Dale Francescon possesses a broad background in all facets of operating a real estate company, and has had direct responsibility for the acquisition, financing, development, construction, sale and management of various residential projects including land development, single-family homes, townhomes, condominiums and apartments. Mr. Dale Francescon has successfully managed the Company, a top 50 national and top five Colorado homebuilder, through successive profitable years, in various economic cycles, from inception in August 2002 to the present. Prior to the formation of the Company, from 1996 to 2000, Mr. Dale Francescon served as Co-Division President for D.R. Horton, the largest homebuilder in the United States. Prior to his tenure at D.R. Horton, Mr. Dale Francescon owned and operated Trimark Communities from 1993 to 1996 when it was sold to D.R. Horton. Trimark Communities was the largest builder of attached, for sale homes in the state of Colorado. Mr. Dale Francescon is actively involved in various civic and professional organizations. Mr. Dale Francescon is licensed in the state of Colorado as a real estate broker (inactive) and in the state of California as an attorney (inactive) and a certified public accountant (inactive). Mr. Dale Francescon received his B.S. in Business Administration from the University of Southern California and a J.D. from Loyola University School of Law. Mr. Dale Francescon, as a co-founder of the Company, is qualified to serve as a director due to his familiarity with our history and operations, his expertise in the homebuilding industry, and his 25 years of experience operating real estate companies.

Robert J. Francescon. Mr. Robert Francescon serves as our Co-Chief Executive Officer and President, and has served as a member of our Board of Directors since April 30, 2013. Mr. Robert Francescon possesses a broad background in all facets of operating a real estate company, and has had direct responsibility for the acquisition, financing, development, architecture, construction, sale and management of various residential projects including land development, single-family homes, townhomes, condominiums and apartments. Mr. Robert Francescon has successfully managed the Company, a top 50 national and top five Colorado homebuilder, through successive profitable years, in various economic cycles, from inception in August 2002 to the present. Prior to the formation of the Company, from 1996 to 2000, Mr. Robert Francescon served as Co-Division President for D.R. Horton, the largest homebuilder in the United States. Prior to his tenure at D.R. Horton, Mr. Robert Francescon owned and operated Trimark Communities from 1993 to 1996 when it was sold to D.R. Horton. Trimark Communities was the largest builder of attached, for sale homes in the state of Colorado. Mr. Robert Francescon also has management experience working in a variety of financial institutions, including thrifts and the Federal Home Loan Mortgage Corporation. Mr. Robert Francescon is actively involved in various civic and professional organizations. Mr. Robert Francescon received his B.S. in Business Administration from the University of Southern California. Mr. Robert Francescon, as a co-founder of the Company, is qualified to serve as a director due to his familiarity with our history and operations, his management experience in various business enterprises, and his 25 years of experience as a senior executive within the homebuilding industry.

*James M. Lippman. Mr. Lippman is a director and has served on our Board of Directors since May 7, 2013. Mr. Lippman founded JRK Property Holdings in 1991 and currently serves as its Chairman and Chief Executive Officer. From an initial purchase of five multifamily properties, JRK has grown to a national leader in the commercial real estate sector. In 2011, JRK was featured as the 25th largest Multifamily Owner and Manager in the U.S. by the National Multi Housing Council and ranked 27th in the nation by Multifamily Executive Magazine. Mr. Lippman is actively involved with Cedar-Sinai Medical Center, where he serves on its board of directors, chairs its audit committee, and is a member of its executive committee, resource development committee, and executive compensation committee. In addition, Mr. Lippman currently serves on the board of trustees of Union College. Mr. Lippman also worked on Wall Street for many years where he traded equities, options and commodities for proprietary investment accounts. Mr. Lippman earned a B.A. in Economics and Political Science from Union College. Mr. Lippman is qualified to serve as a director because of his extensive leadership experience within the real estate industry, his financial management expertise, and his extensive contacts with senior real estate executives throughout the United States.

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*Keith R. Guericke. Mr. Guericke is a director and has served on our Board of Directors since May 7, 2013. Mr. Guericke has served as a director of the board of Essex Property Trust, Inc. (which we refer to as “Essex”) since June 1994. In 2002, Mr. Guericke was elected to the position of vice chairman of the board of Essex, a position he still holds. He held the position of President and Chief Executive Officer of Essex from 1988 through 2010. Effective January 2011, Mr. Guericke retired from his position as an executive officer. Mr. Guericke joined Essex’s predecessor, Essex Property Corporation, in 1977 to focus on investment strategies and portfolio expansion. Mr. Guericke prepared Essex for its initial public offering in 1994, and since then has overseen the significant growth of the Essex multifamily portfolio in supply-constrained markets along the West Coast. Mr. Guericke is a member of NAREIT, the National Multi-Housing Council, and several local apartment industry groups. Mr. Guericke also serves as a director of the board of American Residential Properties. Prior to joining Essex, Mr. Guericke began his career with Kenneth Leventhal & Company, a certified public accounting firm noted for its real estate expertise. Mr. Guericke received his B.S. in Accounting from Southern Oregon College in 1971. Mr. Guericke is qualified to serve as a director because of his extensive leadership experience at a publicly traded company, his expansive knowledge of the real estate industry, his strong relationships with many executives at real estate companies throughout the United States and his expertise in accounting and finance.

*John P. Box. Mr. Box is a director and has served on our Board of Directors since May 23, 2014. Mr. Box is a commercial real estate practitioner who has served as regional chairman of Newmark Grubb Knight Frank since 2013. Prior to his current role, from 1988 through 2012, Mr. Box was President and Chief Executive Officer of the Frederick Ross Company, the largest locally owned commercial real estate service business in Colorado. Under his watch, the Frederick Ross Company diversified into several independent operating divisions and was active in commercial brokerage, consulting and property management, as well as apartment building and multi-family land sales. Mr. Box was recognized as honorary dean for 2002 by the University of Denver Franklin L. Burns School of Real Estate and Construction Management, and in 2001, he was awarded the 2000 NAIOP President’s Award for contributions to the real estate community. Earlier in his career, Mr. Box was recognized four times by the Denver Board of REALTORS® as the recipient of the top commercial sales award for achieving the highest personal sales volume in the Denver area. Mr. Box also serves on the board of trustees for Regis University, on the board of directors for the National Crime Prevention Council, and is former board chair of ONCOR International, a worldwide affiliation of real estate companies. Mr. Box is qualified to serve as a director because of his extensive leadership within the real estate industry, his relationships with many executives at real estate companies through the United States, and his proven ability to successfully grow and diversify a real estate business.

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*Member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of our Board.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines covering, among other things, the duties and responsibilities of, and independence standards applicable to, our directors and Board committee structures and responsibilities. These guidelines are available on the “Governance Documents” section of our website. In addition, a printed copy of our corporate governance guidelines is available free of charge to any stockholder who requests a copy by sending a written request to: Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Corporate Secretary.

Board Composition and Size

Our Board currently consists of five (5) directors, each of whom was elected pursuant to a written consent of the stockholders of the Company as of May 27, 2014. The current directors are each nominated for re-election at the Annual Meeting as described above, and will hold office until the Annual Meeting and until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal.

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

Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled only by a majority of the directors then in office (although less than a quorum) or by a sole remaining director, and not by stockholders, and the directors so chosen will hold office until the next annual or special meeting of stockholders called for that purpose and until their successors are duly elected and qualified, or until their earlier resignation, removal or disqualification.

Our Board seeks to ensure that the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow our Board to satisfy its oversight responsibilities effectively. New directors are approved by our Board after recommendation by the Nominating and Corporate Governance Committee. In identifying candidates for director, the Nominating and Corporate Governance Committee and our Board take into account the following: (1) the comments and recommendations of Board members regarding the qualifications and effectiveness of the existing Board, or additional qualifications that may be required when selecting new Board members, (2) the requisite expertise and sufficiently diverse backgrounds of our Board’s overall membership composition, (3) the independence of outside directors and other possible conflicts of interest of existing and potential members of our Board, and (4) any other factors they consider appropriate.

When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Nominating and Corporate Governance Committee and our Board focused primarily on the information discussed in each of the directors’ individual biographies set forth above. Although diversity may be a consideration in the selection of directors, the Company and our Board do not have a formal policy with regard to the consideration of diversity in identifying director nominees.

Board Leadership Structure

Our current leadership structure permits the roles of Chairman of the Board and Co-Chief Executive Officer to be filled by the same or different individuals. Effective as of April 30, 2013, Dale Francescon assumed the role of Chairman of the Board and Co-Chief Executive Officer, with Robert J. Francescon assuming the role of Co-Chief Executive Officer and President. Our Board has determined this structure to be in the best interests of the Company and its stockholders at this time due to both Dale Francescon’s and Robert J. Francescon’s extensive experience with the Company and in the homebuilding industry.

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Director Independence

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

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each of our directors concerning his or her background, employment and affiliations, including family relationships with us, our senior management and our independent registered public accounting firm, our Board has determined that all but two (2) of our directors, Dale Francescon and Robert J. Francescon, are independent directors under the standards established by the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) and the NYSE. In making this determination, our Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence.

Board Meetings

Our Board held 10 meetings during fiscal year 2014. During fiscal year 2014, all incumbent directors attended at least 75% of the combined total of (i) all Board meetings and (ii) all meetings of committees of our Board of which the incumbent director was a member. All directors are generally expected to attend the annual meeting of stockholders.

Executive Sessions

Our non-management directors have the opportunity to meet in executive sessions without management, to consider such matters as they deem appropriate. Executive sessions of our non-management directors may be held in conjunction with each regularly scheduled Board meeting. In addition, during times when our non-management directors include directors who are not also independent directors, the independent directors also have the opportunity to meet separately in executive sessions as deemed appropriate.

Committees of the Board of Directors

We currently have three (3) standing committees: an Audit Committee (which we refer to as the “Audit Committee”), a Compensation Committee (which we refer to as the “Compensation Committee”), and a Nominating and Corporate Governance Committee (which we refer to as the Nominating and Corporate Governance Committee. The charters of all three (3) of our standing Board committees are available on the “Governance Documents” section of our website.

Audit Committee

The Audit Committee is comprised of our three independent directors, James M. Lippman, Keith R. Guericke, and John P. Box, each of whom is “financially literate” under the rules of the NYSE. Mr. Guericke serves as the chairperson of the Audit Committee. The Audit Committee, pursuant to its written charter, among other matters, oversees (i) our financial reporting, auditing and internal control activities; (ii) the integrity and audits of our financial statements; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditors; (v) the performance of our internal audit function and independent auditors and (vi) our overall risk exposure and management. The Audit Committee held five (5) meetings during fiscal year 2014.

Duties of the Audit Committee also include:

•annually review and assess the adequacy of the Audit Committee charter and the performance of the Audit Committee;

•be responsible for the appointment, retention and termination of our independent auditors and determine the compensation of our independent auditors;

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•review with the independent auditors the plans and results of the audit engagement;

•evaluate the qualifications, performance and independence of our independent auditors;

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

•review the adequacy of our internal accounting controls; and

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

Keith R. Guericke has been designated as the Audit Committee financial expert, as that term is defined in the rules of the SEC.

Compensation Committee

The Compensation Committee is comprised of our three independent directors, James M. Lippman, Keith R. Guericke, and John P. Box. Mr. Lippman serves as the chairperson of the Compensation Committee. The Compensation Committee held four (4) meetings during fiscal year 2014.

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

•assists our Board in developing and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans;

•administers, reviews and makes recommendations to our Board regarding our compensation plans, including our First Amended & Restated 2013 Long-Term Incentive Plan (which we refer to as our “2013 Long-Term Incentive Plan”);

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

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

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

The Compensation Committee charter also authorizes the Compensation Committee to retain independent legal and other advisors and consultants as it deems necessary or appropriate to carry out its responsibilities. In February 2014, the Compensation Committee retained Compensation and Benefit Solutions, LLC (which we refer to as “CBS”) as its independent compensation consultant. The Compensation Committee considers analysis and advice from CBS when making compensation decisions and when making decisions on plan design. Specifically, the Compensation Committee relies on CBS for, among other things:

•reviewing total compensation strategy and pay levels for our executives;

•performing competitive analyses of non-employee director compensation; and

•examining our executive compensation programs to ensure that they support our business strategy.

The Compensation Committee may request information or advice directly from CBS and may direct our management to provide or solicit information from CBS. The principal consultant for CBS regularly interacts with our management. The principal consultant for CBS attended one (1) of the four (4) Compensation Committee meetings held during fiscal year 2014. CBS was paid approximately $47,500 for services rendered during 2014. During 2014, CBS did not provide any services to

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the Company unrelated to executive compensation, did not have any business or personal relationships with any members of the Compensation Committee, and maintained policies and procedures designed to avoid conflicts of interest.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is comprised of our three independent directors, James M. Lippman, Keith R. Guericke, and John P. Box. Mr. Box serves as the chairperson of the Nominating and Corporate Governance Committee. The nominating and corporate governance held two (2) meetings during fiscal year 2014.

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

•identifies individuals qualified to become members of our Board, and ensures that our Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds;

•develops, and recommends to our Board for its approval, qualifications for director candidates, and periodically reviews these qualifications with our Board;

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

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

•develops and recommends to our Board a set of corporate governance guidelines applicable to us and, at least annually, reviews such guidelines and recommends changes to our Board for approval as necessary; and

•oversees the annual self-evaluations of our Board and management.

Other Committees

Our Board may establish other committees as it deems necessary or appropriate from time to time.

Role of our Board of Directors in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three (3) standing committees (the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee), each of which will address risks specific to its respective areas of oversight. In particular, the Audit Committee will have the responsibility to consider and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee will also monitor compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. The Compensation Committee will assess and monitor whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Nominating and Corporate Governance Committee will provide oversight with respect to corporate governance and ethical conduct and will monitor the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct.

Compensation Committee Interlocks and Insider Participation

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

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Communications with the Board of Directors

Any stockholder or other interested party may contact an individual director, our Board as a group, or a specified Board committee or group, including the non-management directors as a group, by sending written communication to:

Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

Attention: Corporate Secretary

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

Code of Business Conduct and Ethics

Our Board has adopted a code of business conduct and ethics (which we refer to as our “Code of Business Conduct and Ethics”) that applies to our officers, directors and any employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote the following:

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

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

•compliance with applicable governmental laws, rules and regulations;

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

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

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

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

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Ernst & Young LLP (which we refer to as “E&Y”) as our independent registered public accounting firm for the year ending December 31, 2015, and our Board has directed that management submit the appointment of E&Y as our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. A representative of E&Y is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

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

Board Recommendation

OUR BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR the fiscal year ending December 31, 2015.

Change in Independent Registered Public Accounting Firm

On October 21, 2013, we engaged E&Y as our independent registered public accounting firm, which engagement has been approved by the Audit Committee and ratified by our Board. Prior to the engagement of E&Y, BKD, LLP (which we refer to as “BKD“) had been the Company’s independent registered public accounting firm. During the years ended December 31, 2012 and 2011, and the subsequent interim period through October 21, 2013, we did not consult with E&Y on any matters regarding the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, or any other matter that was the subject of a disagreement (as such term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as such term is used in Item 304(a)(1)(v) of Regulation S-K).

We have provided E&Y and BKD with a copy of the foregoing disclosure, and BKD furnished us with a letter addressed to the SEC stating that BKD agreed with such disclosure as related to BKD. A copy of such letter, dated May 20, 2014, was attached as Exhibit 16.1 to Amendment No. 1 to the Registration Statement on Form S-1 of the Company, which was filed with the SEC on May 20, 2014.

Fees Incurred for Services by Principal Accountant

The fees billed for professional services provided by E&Y in fiscal years 2014 and 2013 were:

Type of Fees	2014		2013(1)
Audit Fees	$	1,530,000	$	461,750
Audit Related Fees		0		0
Tax Fees		56,513		16,925
All Other Fees		0		0
Total Fees	$	1,586,513	$	478,675

_______________

(1)Reflects fees billed for professional services provided by E&Y from October 21, 2013, the date we engaged E&Y as our independent registered public accounting firm, to December 31, 2013.

In the above table, in accordance with the definitions of the SEC, “Audit Fees” include fees for the audit of our consolidated financial statements included in our 2014 Annual Report, review of the unaudited financial statements included in our Quarterly Reports on Form 10-Q, registration statements, comfort letters, consents, assistance with documents filed with the SEC, and accounting and reporting consultation in connection with the audit and/or quarterly reviews.

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Pre-Approval Policies and Procedures

The Audit Committee has responsibility for selecting, appointing, evaluating, compensating, retaining and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established policies and procedures in its charter regarding pre-approval of any audit and non-audit service provided to the Company by the independent registered public accounting firm and the fees and terms thereof.

The Audit Committee considered the compatibility of the provision of other services by its registered public accountant with the maintenance of their independence. The Audit Committee approved all audit and non-audit services provided by E&Y in 2014 and 2013.

Audit Committee Report

The Audit Committee issued the following report for inclusion in this Proxy Statement and our 2014 Annual Report.

1.The Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2014 with management of Century Communities, Inc. and with Century Communities, Inc.’s independent registered public accounting firm, Ernst & Young LLP.

2.The Audit Committee has discussed with Ernst & Young LLP those matters required by Statement on Auditing Standards 16, “Communications with Audit Committee,” as adopted by the Public Company Accounting Oversight Board (the “PCAOB”).

3.The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by the PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning the accountant’s independence, and has discussed with Ernst & Young LLP its independence from Century Communities, Inc. and its management.

4.Based on the review and discussions referenced to in paragraphs 1 through 3 above, the Audit Committee recommended to our Board that the audited consolidated financial statements for the year ended December 31, 2014 be included in the Annual Report on Form 10-K for that year for filing with the SEC.

AUDIT COMMITTEE

Keith R. Guericke, Chairman

James M. Lippman

John P. Box

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of March 27, 2015, there are 21,360,165 shares of our common stock outstanding. The following table sets forth the beneficial ownership of our common stock as of March 27, 2015 by:

•each of our directors;

•each of our named executive officers;

•all of our directors and executive officers as a group; and

•each person known by us to be the beneficial owner of 5% or more of our outstanding common stock.

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

The percentages reflect beneficial ownership as determined in accordance with Rule 13d-3 under the Exchange Act and are based on 21,360,165 shares of our common stock outstanding as of March 27, 2015. Except as noted below, the address for all beneficial owners in the table below is 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111.

Amount and Nature of Beneficial Ownership as of March 27, 2015

Name and Address of Beneficial Owner	Title / Position		Shares Owned		Percentage
Directors and Named Executive Officers:
Dale Francescon(1)		Chairman of our Board of Directors and Co‑Chief Executive Officer		3,008,530		14.1	%
Robert J. Francescon(2)		Co-Chief Executive Officer, President and Director		3,008,530		14.1	%
David L. Messenger		Chief Financial Officer		103,124			*
James M. Lippman		Director		6,005			*
Keith R. Guericke		Director		6,005			*
John P. Box		Director		3,505			*
All directors and executive officers as a group (6 persons)				6,135,699		28.7	%
5% or more Stockholders:
Dale Francescon(1)				3,008,530		14.1	%
Robert J. Francescon(2)				3,008,530		14.1	%
Capital World Investors(3)				1,716,000		8.0	%
BlueMountain Capital Management, LLC(4)				1,500,000		7.0	%
Oaktree Value Equity Holdings, L.P., et al.(5)				1,226,931		5.7	%

________________

*Represents less than 1% of the number of shares of our common stock outstanding.

(1)Includes 2,500,000 shares of our common stock beneficially owned through Dale Francescon’s ownership interest in DARO Ventures LLC and DARO Ventures II LLC, 258,530 shares of restricted stock granted to Dale Francescon pursuant to our 2013 Long-Term Incentive Plan, and 250,000 shares of our common stock purchased in the May 2013 private offering and private placement by Dale Francescon through Arcadia Holdings at Vista Ridge, LLC and Arista Investors Colorado, LLC, entities controlled by him.

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(2)Includes 2,500,000 shares of our common stock beneficially owned through Robert Francescon’s ownership interest in DARO Ventures LLC and DARO Ventures II LLC, 258,530 shares of restricted stock granted to Robert Francescon pursuant to our 2013 Long-Term Incentive Plan, and 250,000 shares of our common stock purchased in the May 2013 private offering and private placement by Robert Francescon through Arcadia Holdings at Vista Ridge, LLC and Arista Investors Colorado, LLC, entities controlled by him.

(3)Based on information provided in a Schedule 13G that was filed with the SEC on February 13, 2015 by Capital World Investors, a division of Capital Research and Management Company. Capital World Investors is deemed to be the beneficial owner of 1,716,000 shares of our common stock as a result of Capital Research and Management Company acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Capital World Investors holds more than 5% of the outstanding shares of our common stock on behalf of its client, SMALLCAP World Fund, Inc. The address of Capital World Investors is 333 South Hope Street, Los Angeles, CA 90071.

(4)Based on information provided in a Schedule 13G that was filed with the SEC on February 5, 2015 by BlueMountain Capital Management, LLC (“BMCM”). BMCM acts as investment manager to, and exercises investment discretion with respect to our common stock directly owned by, the following entities, none of which beneficially owns 5% or greater of the outstanding shares of our common stock: Blue Mountain Credit Alternatives Master Fund L.P. with respect to the 852,043 shares; BlueMountain Guadalupe Peak Fund L.P. with respect to the 48,698 shares; BlueMountain Montenvers Master Fund SCA SICAV-SIF with respect to the 203,207 shares; BlueMountain Kicking Horse Fund L.P. with respect to the 65,433 shares; BlueMountain Long/Short Credit Master Fund L.P. with respect to the 249,337 shares; and BlueMountain Timberline Ltd. with respect to the 81,282 shares. The address of BlueMountain Capital Management, LLC is 280 Park Avenue, 12th floor, New York, New York 10017.

(5)Based on information provided in a Schedule 13G that was jointly filed with the SEC on January 26, 2015 by Oaktree Value Equity Holdings, L.P., Oaktree Value Equity Fund GP, L.P., Oaktree Value Equity Fund GP Ltd., Oaktree Value Equity Fund-SP, L.P., Oaktree Value Equity Fund-SP GP, L.P., Oaktree Capital Management, L.P., Oaktree Holdings, Inc., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Group, LLC, and Oaktree Capital Group Holdings GP, LLC (collectively, the “Oaktree Entities”). Aggregate beneficial ownership reported by the Oaktree Entities is based on the direct ownership of 1,226,931 shares by Oaktree Value Equity Holdings, L.P. and 51,149 shares by Oaktree Value Equity Fund-SP, L.P., as well as the affiliated relationships among the Oaktree Entities. Oaktree Value Equity Holdings, L.P. beneficially owns more than 5% of the outstanding shares of our common stock. The address of Oaktree Value Equity Holdings, L.P. is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

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EXECUTIVE OFFICERS AND COMPENSATION

Executive Officers

The following sets forth information regarding the current executive officers of the Company. Biographical information pertaining to Dale Francescon and Robert Francescon, each of whom is both a director and an executive officer of the Company, may be found in the section above entitled “Proposal No. 1, Election of Directors — Information About Director Nominees.”

Name	Age	Position with the Company
Dale Francescon	62	Chairman of our Board of Directors and Co-Chief Executive Officer
Robert J. Francescon	57	Co-Chief Executive Officer, President and Director
David L Messenger	44	Chief Financial Officer

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

Compensation Discussion and Analysis

Executive Summary

We believe that the primary goal of executive compensation is to align the interests of our executive officers with those of our stockholders in a way that allows us to attract and retain the best executive talent. We have adopted compensation policies with respect to, among other things, setting base salaries, awarding bonuses and making future grants of equity awards to our executive officers. The Compensation Committee has designed a compensation program that is intended to reward favorable stockholder returns, stock appreciation, the Company’s competitive position within the homebuilding industry and each executive officer’s long-term career contributions to the Company.

The compensation components designed to further these goals take the form of base salary, annual cash incentive compensation, as well as long-term equity incentives measured by Company and/or individual performance targets as established by the Compensation Committee.

The following are operational and financial highlights for 2014:

•The Company far exceeded the budgeted number of closings for 2014. The Company’s projections targeted 612 closings,while the Company achieved 1,046 closings in 2014 — exceeding projections by 70.9%.

•The Company exceeded targeted revenue by 49.6%; targeted revenue was $242.2 million while actual revenue achieved was $362.4 million.

•The Company exceeded projected EBITDA by 88.6%; targeted EBITDA was $22.1 million vs. actual EBITDA of $41.7 million.

•The Company exceeded targeted pre-tax income growth by 39 percentage points. The Company’s projections called for pre-tax income growth of 32%, while the Company achieved actual pre-tax income growth of 71%.

•Entered the Las Vegas, Nevada, Houston, Texas and Atlanta, Georgia markets through the acquisition of homebuilders and the deployment of $235 million in capital.

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Compensation Philosophy

Given the small size of the Company’s current executive team, each Executive has assumed responsibilities beyond what is generally found for similar executives in comparable organizations. Many of these additional responsibilities directly impact the growth of the Company. Further, the Company emphasizes performance-based compensation elements, with superior performance resulting in above market pay, and underwhelming performance resulting in below market pay. As such, the Compensation Committee has determined that fixed compensation (i.e., base salary) should be targeted at approximately the market median, with performance-based incentive compensation opportunities resulting in Total Direct Compensation that ranges from well below the market median to the top quartile of the market (based on performance). The Compensation Committee has determined that Target award levels will align Total Direct Compensation with approximately the market median, and Maximum award levels will align Total Direct Compensation with approximately the market 75th percentile.

Competitive Considerations

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

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

•Industry

•Geographic Location

•Revenue

•Total Assets

•Market Capitalization

Based on these considerations, the following were selected as the Company’s peer group for 2014 in analyzing the market competitiveness of the Company’s executive compensation programs.

AV Homes Inc.	M.D.C. Holdings, Inc.	The St. Joe Company
Howard Hughes Corp.	Meritage Homes Corp	Tri Pointe Homes Inc.
KB Home	Stratus Properties Inc.	William Lyon Homes

While the Company is below the selected peers in terms of market capitalization, revenue and assets, the peer group was selected in order to approximate where the Company reasonably expects to be in the near term, while including companies that have experienced similar growth. Given the Company’s current position relative to the peer group and the projected growth of the Company, we believe the selected peer group is appropriate for purposes of benchmarking compensation.

Named Executive Officer Compensation

Our named executive officers (which we refer to as our “NEOs”) for fiscal year 2014 were Dale Francescon, Robert Francescon and David Messenger. The following is a summary of the elements of our compensation arrangements paid to our NEOs for fiscal year 2014, as well as a summary of the elements to be paid to our NEOs for fiscal year 2015.

Annual Base Salary

Base salary is designed to compensate our NEOs at a fixed level of compensation that provides some financial certainty and security for our NEOs, and also serves as a retention tool throughout the executive’s career. In determining base salaries, the Compensation Committee considers many things including each executive’s roles and responsibilities, unique skills, future potential with the Company, salary levels for similar positions in our market and internal pay equity.

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Typically, annual proxy compensation information is available for the top five executives. While a Co-CEO executive structure is not commonly found in the marketplace, we believe our leadership structure is appropriate in light of our historical growth and expected future development. Further, the absence of other leadership positions within the Company’s executive team, such as a Chief Operating Officer, that are otherwise generally found on the leadership teams of other companies, requires our executives to perform multiple roles and take on additional responsibilities that would otherwise not be required of CEOs. Therefore, due to the fact that the Company has two CEOs that each perform a broad range of duties which would generally be spread over a number of executive positions as described above, the Company benchmarked their compensation using the average compensation amounts for both the CEO and President/COO positions of the peers, weighting each position equally. The same benchmark data was utilized for both CEOs.

For 2014, the Compensation Committee determined that our Co-CEOs’ base salaries, as well as that of our CFO, were below market, and therefore determined that an increase was warranted. Because the Company seeks to align fixed compensation with approximately the market median, while providing opportunities for additional compensation through its incentive compensation plans, for 2014 the Compensation Committee set the base salary of our Co-CEOs at $750,000 each, which was approximately the market median, and our CFO at $400,000, which was also approximately the market median.

The Compensation Committee determined that the base salaries of its NEOs for 2015 remained consistent with the Company’s market, and as such, no base salary adjustments will be made for 2015. Base salaries of our executive officers for 2013 and 2014 are reflected in the following table:

Executive Officer	2013 Base Salary		2014 Base Salary		Change (%)
Dale Francescon	$	500,000	$	750,000		50.0	%
Robert J. Francescon	$	500,000	$	750,000		50.0	%
David Messenger	$	250,000	$	400,000		60.0	%

Short-Term Incentive—Cash Bonus (“STI”)

Annual cash bonuses are designed to incentivize our NEOs at a variable level of compensation based on the Company’s as well as the individual’s performance. In connection with our annual cash bonus program, the Compensation Committee determines annual performance criteria that are flexible and that change with the needs of our business. Our annual cash bonus program is designed to reward the achievement of specific financial and operational objectives.

Co-CEOs

For fiscal year 2013, Dale Francescon’s and Robert Francescon’s bonuses were calculated pursuant to formulas detailed in their respective employment agreements and based on the satisfaction and performance of the following maximum level goals established by the compensation committee. Despite maximum performance, the bonuses earned by our Co-CEOs in 2013 were determined to be significantly below the market median. Accordingly, the Compensation Committee recommended an increase in the bonus award opportunities for each of our Co-CEOs. The Compensation Committee established Target STI awards equal 150% of base salary, with a Maximum award opportunity of 200% of Target (i.e., 300% of base salary) and a Threshold award level of 50% of Target (i.e., 75% of base salary).

For 2014, the Compensation Committee, in considering the performance metrics that should apply in calculating our Co-CEOs’ short-term incentive awards, determined that the performance metrics should continue to be based on overall company performance as opposed to individual performance. The Compensation Committee furthermore determined that the most important measures of Company success, which should form the basis of our Co-CEOs’ annual bonus, were number of closings, revenue and EBITDA. The Compensation Committee then set the Target for each measure using the Company’s projected business plan for 2014 (i.e., as the amount in the target business plan presented to our Board). Threshold was set at 85% of Target, and Maximum was set at 115% of Target.

All performance metrics are equally weighted in determining our Co-CEOs’ annual bonuses. If Threshold level is not achieved with respect to a given performance metric, then no payout is made with respect to that metric.

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The performance metrics, and the performance levels attached to each, as well as actual performance, are reflected in the following table.

Performance Measure	Threshold		Target		Maximum		Actual
Closings		520		612		704		1,046
Revenue	$	205.9 million	$	242.2 million	$	278.5 million	$	362.4 million
EBITDA(1)	$	18.8 million	$	22.1 million	$	25.4 million	$	41.7 million

__________________

(1)For purposes of calculating EBITDA for 2014, transaction expenses and bonuses were excluded.

CFO

The Compensation Committee determined that our CFO’s STI award for 2013 was significantly below the market median. In light of the Company’s compensation philosophy to provide incentive award opportunities that range from below market median (in the case of poor performance) to at or above the market 75th percentile (in the case of outstanding performance), the Compensation Committee determined that our CFO’s Target STI award should be set at approximately 75% of the recommended base salary, with a Maximum award opportunity of 267% of Target (i.e., approximately 200% of base salary) and a Threshold award level of 50% of Target (i.e., 37.5% of base salary).

The Compensation Committee and our Co-CEOs determined that our CFO’s STI award should be based in part on company financial performance, as well as individual performance goals. Thus, the Compensation Committee retained Revenue and EBITDA as performance metrics applicable in determining our CFO’s annual STI award, and also included an individual performance aspect based on specific, identifiable goals. For the financial goals, the same threshold, target and maximum levels were utilized as reflected in the table below. For the individual performance measures, our Co-CEOs make an independent assessment of the degree to which our CFO satisfied the goals. The two financial performance metrics and the individual performance goals were equally weighted in determining our CFO’s annual STI payment.

The economic performance metrics, and the performance levels attached to each, as well as actual performance, are reflected in the following table.

Performance Measure	Threshold		Target		Maximum		Actual
Revenue	$	205.9 million	$	242.2 million	$	278.5 million	$	362.4 million
EBITDA(1)	$	18.8 million	$	22.1 million	$	25.4 million	$	41.7 million

__________________

(1)For purposes of calculating EBITDA for 2014, transaction expenses and bonuses were excluded.

In the case of our Co-CEOs as well as our CFO, the Compensation Committee determined that the above target award opportunities were in line with the market median for the Company’s peer group.

Although the Compensation Committee believes that the established bonus levels are reasonable, as a matter of governance best practice, the Compensation Committee retains negative discretion to reduce the size of any awards if the Compensation Committee believes that it is in the best interests of the Company.

For 2014, our Co-CEOs and our CFO earned cash bonuses based on maximum performance in all company and individual categories. Despite hitting and significantly exceeding their performance goals, the Compensation Committee determined that it would exercise its negative discretion to reduce the awards, because the Company is in the early stages of being publicly traded, and there is not a lot of performance history since the Company became publicly traded. Therefore, the Compensation Committee set our Co-CEOs’ STI bonus at 75% of the maximum. Our Co-CEOs, for the same reasons described above, also determined that they would exercise negative discretion with respect to STI to be paid to our CFO, and set his award at 75% of the maximum. The following table shows the STI cash awards paid to each of our executive officers for 2013 and 2014.

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	Nonequity Incentive Plan Compensation
Executive Officer	2013			2014(3)
Dale Francescon	$	1,500,000	(1)	$	1,687,500
Robert J. Francescon	$	1,500,000	(1)	$	1,687,500
David Messenger	$	250,000	(2)	$	600,000

__________________

(1)The cash bonus paid to our Co-CEOs for 2013 represented a performance-based bonus paid pursuant to the terms of each of the CEOs’ employment agreements, based upon satisfaction of pre-established performance criteria established by the Compensation Committee.

(2)In 2013, the Company awarded a discretionary cash bonus equal $250,000 to David Messenger, based upon his performance during that period. This bonus was approved by the Compensation Committee.

(3)Represents the performance-based bonuses actually paid to our NEOs pursuant to the Company’s 2014 STI Plan, and does not include the bonuses paid to our NEOs upon closing of the IPO, which are described below in Note 2 to the Summary Compensation Table. The amounts reflected are 75% of the amounts actually earned by our NEOs under the STI Plan, which were reduced by 25% pursuant to the exercise of negative discretion by the Compensation Committee and our Co-CEOs.

Long-Term Incentive—Equity Awards

In fiscal year 2013, we began providing time-based equity awards to our NEOs pursuant to our 2013 Long-Term Incentive Plan (“2013 LTI Plan”). Time-vested equity awards are designed to focus and reward our NEOs on our long-term goals and enhance stockholder value. In determining equity awards, the Compensation Committee takes into account our overall financial performance. The awards made under our 2013 Long-Term Incentive Plan in 2013 were granted to recognize such individuals’ efforts on our behalf, and to provide a retention element to their overall compensation package.

2013 Time-Based Grants

In 2013, the Company granted each of our CEOs 63,000 shares of restricted stock, which vest ratably over three years. The Company also granted our CFO 12,500 shares of restricted stock, which also vest ratably over three years.

2014 Pre-IPO Grants

In 2014, the Compensation Committee determined that it should make pre-IPO grants to our executive officers, in order to reward them for their significant contributions to the Company in moving toward an IPO, and to incentivize them to make every effort necessary to ensure that the IPO was achieved. In determining the amount of such awards, the Compensation Committee considered the practices of our peer group. Based on the size of historic peer pre- and post-IPO award grants, as well as general best practices for determining such grants, the Compensation Committee determined that pre-IPO grants of stock valued at $1.5 million for each of the CEOs, and $1 million for our CFO, were appropriate. This resulted in grants to each of the CEOs of 70,093 shares of restricted stock, and 46,729 shares to our CFO; all awards vest ratably over a three-year period, measured from the date of grant.

2014 Performance-Based Grants

In addition to the pre-IPO grants, the Compensation Committee determined that each of our Co-CEOs and our CFO should receive performance-based awards under the 2013 LTI Plan. Following discussions with management, the Compensation Committee recommended that the Company utilize a one-year performance period for the initial Plan year, as rapid growth and capital structure changes were expected in the upcoming year and long-term performance would be difficult to forecast at the time of grant. Based on these considerations, the Compensation Committee determined that it would utilize Pre-Tax Income growth over the prior year as the primary metric, as this metric is truly indicative of the success of the Company at this stage of its growth.

Awards would be based on achievement of the selected performance metric at the following levels:

Performance Metric	Threshold	Target	Maximum	Actual
Pre-Tax Income Growth	17%	32%	47%	71%

Target LTI award sizes for our Co-CEOs were determined to be 150% of Base Salary, subject to satisfaction of performance-based goals. Threshold performance would dictate an award of 50% of Target (i.e., 75% of Base Salary), and

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maximum performance would result in an award of 200% of Target (i.e., 300% of Base Salary). Our Co-CEOs earned a 2014 LTI award equivalent to approximately $2,250,000 due to achievement of the Maximum performance criteria.

The Target LTI award for our CFO was set at approximately 75% of base salary, with a Maximum award opportunity of 200% of Target (i.e., 150% of base salary) and a Threshold award level of 50% of Target (i.e., 37.5% of base salary). Based upon a base salary of $400,000, Target LTI would be $300,000 with a Maximum award opportunity of $600,000 and a Threshold award level of $150,000. Our CFO earned a 2014 LTI award equivalent to approximately $600,000 due to achievement of the Maximum performance criteria.

LTI awards are paid in the form of shares of restricted common stock of the Company, which is valued as of the date of transfer. The LTI stock awards that were earned based on 2014 performance were transferred in early 2015, and vest over a three-year period.

Other Income

In 2014, each of Dale Francescon and Robert Francescon received other compensation of $66,842, in which included Company contributions to defined contribution plans, an automobile and cellular telephone allowance and reimbursements for term life insurance. In fiscal year 2014, Mr. Messenger received other income of $6,000, comprised of an automobile and cellular telephone allowance.

Employment Agreements

We have entered into employment agreements with each of our Co-Chief Executive Officers, Dale Francescon and Robert Francescon. Each of the employment agreements was effective as of May 7, 2013, has an initial term of five years, and provides for automatic one-year extensions after the expiration of the initial term, unless either party provides the other with at least 90 days’ prior written notice of non-renewal. Each of the employment agreements requires Dale Francescon and Robert Francescon, respectively, to dedicate substantially his full business time and attention to the affairs of the Company.

The employment agreements also provide for, among other things:

•an annual base salary of $500,000 for each of Dale Francescon and Robert Francescon, subject to future increases from time to time at the discretion of the Compensation Committee;

•eligibility for annual cash performance bonuses, with a target amount equal to 150% of annual base salary and a maximum amount capped at 300% of annual base salary, based on the satisfaction and performance of discretionary goals to be established by the Compensation Committee;

•participation in our 2013 Long-Term Incentive Plan and any subsequent equity incentive plans approved by our Board; and

•participation in any employee benefit plans and programs that are maintained from time to time for our other senior executive officers.

In addition, each of the employment agreements for Dale Francescon and Robert Francescon provided for a bonus relating to the registration of our common stock in accordance with the registration rights agreement we entered into in connection with the May 2013 private offering and private placement. Each of Dale Francescon and Robert Francescon received a cash bonus of $250,000 because we filed with the SEC a shelf registration statement relating to the registration for resale of the shares of our common stock sold in our May 2013 private offering and private placement, and the SEC declared the registration statement effective prior to June 30, 2014.

The employment agreements contain customary confidentiality provisions as well as non-competition and non-solicitation provisions that apply during the term of the agreements and for two years after the termination of their employment for cause or without good reason.

Potential Payments Upon Termination or Change in Control

We may terminate Dale Francescon’s or Robert Francescon’s employment at any time with or without cause, and the executive may terminate his employment with or without good reason. If we terminate Dale Francescon’s or Robert

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Francescon’s employment for cause, if he either resigns without good reason, or if his employment is terminated due to death or disability, he will be entitled to receive any earned but unpaid annual base salary, reimbursement of expenses incurred prior to the date of termination, accrued but unused vacation and any other benefits that have been earned and accrued prior to the date of termination. In addition, any outstanding awards granted to him under our 2013 Long-Term Incentive Plan will be paid in accordance with their terms.

If we terminate Dale Francescon’s or Robert Francescon’s employment without cause or if he terminates his employment for good reason, he will be entitled to the severance benefits described below. The severance benefits include the following:

•each of Dale Francescon and Robert Francescon will be entitled to receive any earned but unpaid annual base salary, reimbursement of expenses incurred prior to the date of termination, any accrued but unused vacation and any benefits that have vested or which he is eligible to receive prior to the date of termination;

•we will pay the employer’s portion of COBRA premiums under our major medical group health and dental programs for up to 30 months;

•each of Dale Francescon and Robert Francescon will be entitled to receive a lump sum cash payment in an amount equal to the sum of (i) three times his 12 months’ annual base salary (which we refer to as the “Base Severance”), provided that, if the date of his termination is within the initial term, the amount he will be entitled to receive shall be twice the normal Base Severance, plus (ii) a payment in lieu of the annual bonus for the fiscal year in which his employment was terminated equal to the amount of the annual bonus that would have become payable for the fiscal year if employment had not been terminated, based on performance actually achieved that year (determined by our Board following completion of performance year), multiplied by a fraction, the numerator of which is the number of days he was employed in the fiscal year of termination and the denominator of which is the total number of days in the fiscal year, provided that if the date of his termination is within the initial term the amount received shall be no less than the maximum allowable annual bonus that he could have been paid for such year pursuant to the terms of his employment agreement; and

•all equity awards granted to Dale Francescon and Robert Francescon under our 2013 Long-Term Incentive Plan or any subsequent equity incentive plan approved by our Board will immediately vest, any forfeiture restrictions will immediately lapse and any target bonus performance criteria for the year in which such termination occurs will be treated as satisfied and, in the case of any options, will become vested and exercisable or, at the discretion of our Board, may be cashed out or cancelled.

The employment agreements also provide that if the termination occurs within 24 months following a “change in control” (as defined in the new employment agreements), in addition to the other payments provided for above (other than the payment in lieu of annual bonus), Dale Francescon and Robert Francescon will receive an amount equal to three (3) times the target bonus (150% of base salary) for the current fiscal year.

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the amount of compensation in excess of $1,000,000 that the Company may deduct in any one year with respect to its chief executive officer and three other most highly compensated executive officers (excluding the chief financial officer) whose compensation must be included in this proxy statement because they are the most highly compensated executive officers. There are exceptions to the $1,000,000 limitation for performance-based compensation meeting certain requirements. The Company believes that it has satisfied all of the requirements for the STI and LTI awards to qualify as “performance-based” within the meaning of Section 162(m), so that it is fully deductible by the Company without regard to the $1,000,000 limit.

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Summary Compensation Table

For the years ended December 31, 2014 and 2013, the following table summarized the compensation of all of the Company’s NEOs.

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Nonequity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
Dale Francescon, Co-Chief		2014		681,891		250,000		1,499,990		1,687,500		66,842		4,186,223
Executive Officer		2013		466,666		—		1,260,000		1,500,000		55,400		3,282,066
Robert J. Francescon,		2014		681,891		250,000		1,499,990		1,687,500		66,842		4,186,223
Co‑Chief Executive Officer and President		2013		466,666		—		1,260,000		1,500,000		55,400		3,282,066
David L. Messenger,		2014		355,320		125,000		1,000,000		600,000		6,000		2,086,320
Chief Financial Officer		2013		135,417		250,000		242,500		—		3,500		631,417

__________________

(1)David Messenger began serving as our Chief Financial Officer on June 3, 2013. Salary received in 2013 was pro-rated based on an annual base salary of $250,000.

(2)In 2014, each of Dale Francescon and Robert Francescon received a cash bonus in the amount of $250,000 upon completion of the Company’s IPO, as provided by the terms of their respective Employment Agreements. In 2014, David Messenger also received a cash bonus of $125,000 upon completion of the IPO, as provided by the terms of his offer letter. David Messenger received a discretionary cash bonus of $250,000 for fiscal year 2013 based upon his performance during that period, which was approved by the Compensation Committee.

(3)With respect to 2014, the amount reflected represents the grant date fair value of 70,093 shares of restricted stock granted to each of Dale Francescon and Robert Francescon, and 46,729 shares of restricted stock granted to David Messenger, computed in accordance with FASB ASC Topic 718. With respect to 2013, the amount reflected represents the grant date fair value of 63,000 shares of restricted stock granted to each of Dale Francescon and Robert Francescon, and 12,500 shares of restricted stock granted to David Messenger, computed in accordance with FASB ASC Topic 718.

(4)For 2014, each of Dale Francescon, Robert Francescon and David Messenger earned the maximum award under the Company’s STI plan, based upon the satisfaction of Company and individual performance goals. The maximum award amounts were $2,250,000 for each of our Co-CEOs and $800,000 for our CFO. Although our executive officers earned the maximum award, the Compensation Committee exercised negative discretion to reduce the award paid to each of our Co-CEOs to 75% of the maximum award, and our Co-CEOs exercised negative discretion to reduce the award paid to our CFO to 75% of the maximum award. This resulted in actual awards paid in 2015 of $1,687,500 to each of our Co-CEOs and $600,000 to our CFO, which amounts are reflected in the table.

(5)Each of Dale Francescon and Robert Francescon received other compensation of $66,842 in 2014, comprised of $6,842 in Company contributions to defined contribution plans, a $30,000 automobile and cellular telephone allowance and $30,000 in reimbursements for term life insurance. Each of Dale Francescon and Robert Francescon received other compensation of $55,400 for fiscal year 2013, comprised of $9,400 in Company contributions to defined contribution plans, a $30,000 automobile and cellular telephone allowance and $30,000 in reimbursements for term life insurance. David Messenger received other compensation of $6,000 in 2014, comprised of an automobile and cellular telephone allowance. David Messenger received a $3,500 automobile and cellular telephone allowance for fiscal year 2013, which is the pro-rated from a $6,000 annual allowance based on his actual period of service beginning on June 3, 2013.

Grants of Plan-Based Awards in 2014

The following table sets forth certain information with respect to awards granted during 2014 to our NEOs.

Name	Grant Date		Shares of Restricted Stock (#)		Fair Value on Grant Date ($/share)		Grant Date Fair Value of Restricted Stock Awards
Dale Francescon		5/20/2014		70,093		21.40	$	1,499,990
Robert Francescon		5/20/2014		70,093		21.40	$	1,499,990
David Messenger		5/20/2014		46,729		21.40	$	1,000,000

All equity awards were made under the 2013 Long-Term Incentive Plan and will vest with respect to 1/3 of the shares on each of the first three anniversaries of the date of grant.

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Outstanding Equity Awards as of December 31, 2014

The following table sets forth information with respect to all unvested restricted stock awards to our NEOs that were outstanding as of December 31, 2014. Restricted stock will vest (restrictions will lapse) if the NEO remains employed on the vesting date.

	Stock Awards as of December 31, 2014
Name	Number of shares of stock that have not vested (#)			Market Value of shares of stock that have not vested ($)(3)
Dale Francescon		112,093	(1)		1,936,967
Robert Francescon		112,093	(1)		1,936,967
David Messenger		55,062	(2)		951,471

__________________

(1)70,093 shares of time-based restricted stock granted on May 20, 2014, and 63,000 shares of time-based restricted stock granted on May 7, 2013; each grant which will vest in equal installments on the first, second and third anniversary of the respective grant dates subject to continued employment with us.

(2)46,729 of time-based restricted stock granted on May 20, 2014, and 12,500 shares of time-based restricted stock granted on June 3, 2013; each of which will vest in equal installments on the first, second and third anniversary of the respective grant date subject to continued employment with us.

(3)Value is calculated by multiplying the number of shares of restricted stock that have not vested by the last traded price of our stock on the NYSE ($17.28) as of December 31, 2014.

Potential Payments Upon Termination or Change in Control

The following table shows potential payments to our NEOs under existing contracts for various scenarios involving a change in control or termination of employment, assuming a December 31, 2014 termination date. Please see the narrative above under “Employment Agreements” and “Potential Payments Upon Termination or Change in Control” for a description of payments contemplated by these agreements.

Name	Benefit	Termination without Cause or Good Reason Prior to Change in Control		Termination without Cause or Good Reason within 24 Months Following Change in Control		Voluntary Termination; Death, Disability
Dale Francescon	Severance Pay	$	4,500,000	$	4,500,000		—
	Incentive Pay	$	2,250,000	$	3,375,000		—
	Stock Vesting	$	1,936,967	$	1,936,967		—
	Other Benefits(1)	$	104,545	$	104,545	$	104,545
Robert Francescon	Severance Pay	$	4,500,000	$	4,500,000		—
	Incentive Pay	$	2,250,000	$	3,375,000		—
	Stock Vesting	$	1,936,967	$	1,936,967		—
	Other Benefits(2)	$	111,444	$	111,444	$	111,444
David Messenger	Severance Pay		—		—		—
	Incentive Pay		—		—		—
	Stock Vesting		—		—		—
	Other Benefits(3)	$	14,712	$	14,712	$	14,712

__________________

(1)Includes accrued but unused vacation of $86,538, and an amount equal to $18,007, which represents the Company’s portion of the applicable COBRA premium for continued coverage under the Company’s medical benefits plan for 30 months.

(2)Includes accrued but unused vacation of $86,538, and an amount equal to $24,906, which represents the Company’s portion of the applicable COBRA premium for continued coverage under the Company’s medical benefits plan for 30 months.

(3)Represents the value of accrued but unused vacation of $14,712 as of December 31, 2014.

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Director Compensation

Upon the completion of our May 2013 private offering and private placement, our Board established a compensation program for our non-employee directors. Pursuant to this compensation program, we paid the following fees to each of our non-employee directors during the fiscal year ended December 31, 2013:

•an annual cash retainer of $50,000;

•an initial grant of 2,500 shares of restricted stock pursuant to our 2013 Long-Term Incentive Plan, which shares will vest in equal installments annually over three years subject to continued service on our Board;

•an additional annual cash retainer of $10,000 to the chair of the Compensation Committee;

•an additional annual cash retainer of $10,000 to the chair of the Nominating and Corporate Governance Committee; and

•$1,000 for each meeting attended in person, and $500 for each meeting attended telephonically.

The following table sets forth information concerning the compensation of our non-employee directors during the fiscal year ended December 31, 2014.

Name	Fees Earned or Paid in Cash		Stock Awards(1)		Total
Keith R. Guericke	$	115,000	$	75,000	$	190,000
James M. Lippman	$	108,500	$	75,000	$	183,500
John P. Box(2)	$	105,000	$	75,000	$	180,000

__________________

(1)The amount reflected represents the grant date fair market value of 3,505 shares of restricted stock computed in accordance with FASB ASC Topic 718.

(2)The Nominating and Corporate Governance Committee and our Board nominated Mr. John P. Box as a director candidate for election to our Board, and our stockholders elected Mr. Box to succeed Mr. Owens as a company director effective as of May 23, 2014, the date on which our stockholders elected our Board for the current term.

We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including without limitation travel expenses in connection with their attendance in-person at board and committee meetings. Directors who are employees will not receive any compensation for their services as directors.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Review and Approval of Related Party Transactions

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

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

On any new related party transactions, if the party involved in the transaction is a member of our Board, such member of our Board is required to recuse or abstain from involvement in the decision. If the remaining Board members ratify the transaction, our Board will grant a waiver to the Code of Business Conduct and Ethics. In the event that such a waiver is granted to any of our officers or directors, we would announce the waiver within four (4) business days on a Current Report on Form 8-K and in the “Corporate Governance” section of our website.

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

Transactions with Related Persons

During the period beginning on January 1, 2014 to the date of this Proxy Statement, we have entered into or participated in the following transaction with a related party:

In August 2014, we purchased Grand View Builders and retained its owner, Marc E. Jungers, as our Division President-Houston. Mr. Jungers holds a minority interest in a mortgage partnership that may provide mortgages to our homebuyers. Mr. Jungers also holds a minority interest in a title company that may provide title services to our homebuyers.

Employment Agreements

Dale Francescon and Robert Francescon serve as our Co-Chief Executive Officers. We have entered into employment agreements with each of these officers, in their capacities as officers, which employment agreements provide for salary, bonus and other benefits, including the grant of restricted stock and options to purchase shares of our common stock, and severance upon a termination of employment under certain circumstances. We may enter into similar employment arrangements with certain executive officers that we hire in the future.

Indemnification Agreements

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

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OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than ten (10) percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and the NYSE. Executive officers, directors and greater than ten-percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such forms furnished to us and the written representations from certain of the reporting persons that no other reports were required, we believe that during the fiscal year ended December 31, 2014, all executive officers, directors and greater than ten-percent beneficial owners complied with the reporting requirements of Section 16(a).

Stockholder Proposals and Director Nominations for 2016 Annual Meeting

Proposals Pursuant to Rule 14a-8. Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in the Proxy Statement and for consideration at our next annual meeting of stockholders. To be eligible for inclusion in the 2016 proxy statement, your proposal must be received by us no later than December 5, 2015, and must otherwise comply with Rule 14a-8. While our Board will consider stockholder proposals, we reserve the right to omit from the Proxy Statement stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.

Nominations and Proposals Pursuant to Our Bylaws. Under our Bylaws, a stockholder wishing to nominate a candidate for election to our Board, or propose other business for consideration, at the 2016 Annual Meeting of Stockholders is required to give written notice of such stockholder’s intention to make such a nomination or proposal to our Corporate Secretary at our principal executive offices at 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Corporate Secretary. In order for a stockholder proposal for director nominations or other business, outside of Rule 14a-8 under the Exchange Act, to come before the 2016 Annual Meeting of Stockholders, such notice of nomination or proposal must be made in accordance with our Bylaws, which require appropriate notice to us of the nomination or proposal not less than 90 days nor more than 120 days prior to the date of the Annual Meeting. A notice of nomination or proposal is also required to contain specific information as required by our Bylaws. A nomination which does not comply with the requirements of our Bylaws may not be considered. The Nominating and Corporate Governance Committee will consider validly nominated director candidates and will provide its recommendations to our Board. In general, to be timely, we must receive the notice of nomination or proposal not later than the 90th day nor earlier than the 120th day prior to the date of the first anniversary of the 2015 Annual Meeting. In this regard, we must receive the notice of nomination or proposal no earlier than January 14, 2016 and no later than February 13, 2016.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of banks and brokers with account holders who are our stockholders will be householding our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your bank or broker, direct your written request to Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111 Attn: Investor Relations, or contact Investor Relations by telephone at (303) 268-8398. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their bank or broker.

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Incorporation by Reference

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act, which might incorporate future filings made by us under those statutes, the preceding Audit Committee Report will not be incorporated by reference into any of those prior filings, nor will any such report be incorporated by reference into any future filings made by us under those statutes. In addition, information on our website, other than our proxy statement, notice and form of proxy, is not part of the proxy soliciting materials and is not incorporated herein by reference.

By Order of the Board of Directors

David Messenger

Chief Financial Officer

Greenwood Village, Colorado

April 3, 2015

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