Century Communities, Inc.
For the period ended May 7, 2025. Filed Mar 26, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2025 · Filed Mar 26, 2025
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**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
☐ Preliminary Proxy Statement
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☒ Definitive Proxy Statement
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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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8390 East Crescent Parkway, Suite 650
Greenwood Village, Colorado 80111
(303) 770-8300
FROM OUR EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Dear Fellow Stockholders:
2024 was another strong year for Century Communities. Despite the challenges posed by fluctuating mortgage rates, we successfully navigated these obstacles, achieving significant growth across nearly all metrics. This resulted in increased revenues, gross margins, earnings, and book value per share.
We expanded our community count by 28% year-over-year, reaching a record 322 communities. Our home deliveries rose by 15% to a record 11,007 homes, driving a 19% increase in total revenues to $4.4 billion. We achieved a net income of $334 million, marking our 22nd consecutive year of profitability and a 29% increase from the previous year. Our book value per share grew by 13% to a record $84.65 as of December 31, 2024.
Throughout 2024, we returned cash to our stockholders while maintaining a robust balance sheet. In the first quarter, our Board of Directors announced a 13% increase in our quarterly cash dividend to $0.26 per share, further increased by 12% to $0.29 per share in early 2025. We repurchased 1.0 million shares of our common stock, over 3% of shares outstanding at the start of the year, for $83.8 million. We concluded the year with a homebuilding debt to capital ratio of 30.3% and a net homebuilding debt to net capital ratio of 27.4%. Additionally, in the fourth quarter, we entered into a new credit agreement, increasing our senior unsecured credit facility to $900.0 million and extending its maturity to November 2028.
We set numerous records in 2024 and are poised to further increase our deliveries in 2025 and 2026, providing our homebuyers with a Home for Every Dream®. We continue to empower homebuyers with innovative tools and resources, making the process of finding, financing, and purchasing their dream home easier than ever.
Together with the Board of Directors and the management team at Century Communities, we are pleased to invite you to our 2025 Annual Meeting of Stockholders, which will be held at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237, at 1:00 p.m. local time, on Wednesday, May 7, 2025.
At the Annual Meeting, stockholders will be asked to consider and vote upon the following proposals: (1) to elect seven directors to serve for the ensuing year as members of the Board of Directors of Century; (2) to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) to approve, on an advisory basis, our executive compensation; and (4) to transact such other business as may properly come before the Annual Meeting or at any continuation, postponement, or adjournment thereof. The accompanying Notice of 2025 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 seven nominees for director named in the proxy statement; andFOR the approval of the other proposals being submitted to a vote of stockholders.
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Voting your shares of Century common stock is easily achieved without the need to attend the Annual Meeting in person. Regardless of the number of shares of Century common stock that you own, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to vote your shares of Century common stock via the Internet, by telephone, or by promptly marking, dating, signing, and returning the proxy card. Voting over the Internet, by telephone, or by written proxy will ensure that your shares are represented at the Annual Meeting.
On behalf of the Board of Directors, we thank you for your participation, investment and continued support.
Sincerely,
Robert J. Francescon Chief Executive Officer and President Dale Francescon Executive Chairman
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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
The 2025 Annual Meeting of Stockholders of Century Communities, Inc., a Delaware corporation, will be held on Wednesday, May 7, 2025, at 1:00 p.m. local time at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237, for the following purposes:
| 1. | To elect seven directors to serve as members of the Board of Directors of Century until the next annual meeting of stockholders and until their successors are duly elected and qualified. The director nominees named in the proxy statement for election to the Board of Directors are: Dale Francescon, Robert J. Francescon, Patricia L. Arvielo, John P. Box, Keith R. Guericke, James M. Lippman, and Elisa Zúñiga Ramírez; |
| 2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025; |
| 3. | To approve, on an advisory basis, our executive compensation; and |
| 4. | 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. Only holders of record of our common stock at the close of business on March 10, 2025, are entitled to notice of, to attend, and to vote at the Annual Meeting or any continuation, postponement, or adjournment thereof. A list of such stockholders will be available for inspection, for any purpose germane to the Annual Meeting, at our principal executive offices during regular business hours for a period of no less than 10 days prior to the Annual Meeting.
To ensure your representation at the Annual Meeting, you are urged to vote your shares of Century common stock via the Internet, by telephone, or by promptly marking, dating, signing, and returning the proxy card. If your shares of Century common stock are held by a bank, broker, or other agent, please follow the instructions from your bank, broker, or other agent to have your shares voted.
BY ORDER OF THE BOARD OF DIRECTORS
Dale Francescon
Executive Chairman
Greenwood Village, Colorado
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TABLE OF CONTENTS
| PROXY STATEMENT SUMMARY | 6 |
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| CORPORATE GOVERNANCE | 19 |
| EXECUTIVE OFFICERS | 38 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 40 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 47 |
| PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 50 |
| COMPENSATION DISCUSSION AND ANALYSIS | 53 |
| COMPENSATION COMMITTEE REPORT | 74 |
| EXECUTIVE COMPENSATION | 75 |
| DIRECTOR COMPENSATION | 95 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 98 |
| STOCK OWNERSHIP | 99 |
| INFORMATION ABOUT THE 2025 ANNUAL MEETING | 103 |
| OTHER MATTERS | 109 |
| APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | 112 |
References in this proxy statement to:
| ● | “Century,” “we,” “us,” “our,” or the “Company” refer to Century Communities, Inc.; |
| ● | “Board” refer to the Board of Directors of Century; |
| ● | “Annual Meeting” or “meeting” refer to our 2025 Annual Meeting of Stockholders; and |
| ● | “2024 Annual Report” or “2024 Annual Report to Stockholders” refer to our Annual Report to Stockholders for 2024, including our Annual Report on Form 10-K for the year ended December 31, 2024, being made available together with this proxy statement. |
Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.
™ and ® denote trademarks and registered trademarks of Century Communities, Inc. or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this proxy statement are the property of their respective owners.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.