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
Contents
PROXY STATEMENT SUMMARY
- This executive summary provides an overview of the information included in this proxy statement. We recommend that you review the entire proxy statement and our 2024 Annual Report to Stockholders before voting.*
2025 Annual Meeting OF STOCKHOLDERS
DATE AND TIME Wednesday, May 7, 2025 1:00 p.m. (Mountain Time) LOCATION Hyatt Regency Denver Tech Center 7800 East Tufts Avenue Denver, CO 80237 RECORD DATE Holders of record of our common stock at the close of business on March 10, 2025, are entitled to notice of, to attend, and to vote at the 2025 Annual Meeting of Stockholders or any continuation, postponement, or adjournment thereof.
VOTING ITEMS
| Proposal | Board’s Vote Recommendation | Page |
|---|---|---|
| Proposal No. 1: Election of directors | FOR | 40 |
| Proposal No. 2: Ratification of appointment of independent registered public accounting firm | FOR | 47 |
| Proposal No. 3: Advisory vote on executive compensation | FOR | 50 |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Wednesday, May 7, 2025 This proxy statement and our 2024 Annual Report of Stockholders are available on the Internet, free of charge, at www.proxyvote.com commencing on or about March 26, 2025. On this website, you will be able to access this proxy statement, our 2024 Annual Report, and any amendments or supplements to these materials that are required to be furnished to stockholders. We encourage you to access and review all of the important information contained in the proxy materials before voting. We will mail paper copies of these materials, together with a proxy card, within three business days of a request properly made by a stockholder entitled to vote at the 2025 Annual Meeting of Stockholders.
| Century Communities, Inc. – 2025 Proxy Statement | 6 |
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WHO WE ARE
Century Communities, Inc. is a leading national U.S. homebuilder. We are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 17 states across the United States. We market and sell homes under both the Century Communities and Century Complete brands. As of December 31, 2024, we operated in over 45 markets depicted below. We also offer title, insurance, and lending services in select markets.
STRONG TRACK RECORD OF GROWTH
Since our founding in 2002, we have grown and expanded through organic entrances into new markets and the acquisition of other homebuilders, including two in 2024.
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Over the last five years, our geographic expansion and business strategy have generated operational efficiencies, along with top-line and bottom-line growth resulting in significant increases in nearly all metrics including home sale deliveries, total revenues, net income, and total stockholders’ equity. See Appendix A for a reconciliation of non-GAAP financial measures to most comparable measures under U.S. GAAP.
Since declaring quarterly cash dividends in 2021, we have increased our dividend each year, including most recently in February 2025 to $0.29 per share, up from $0.26 per share in 2024.
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2024 BUSINESS HIGHLIGHTS
Highlights of our achievements for 2024, include:
FINANCIAL
| $4.4 billion | Total Revenues Achieved $4.4 billion in total revenues, a year-over-year increase of 19% |
|---|---|
| $333.8 million | Net Income Net income increased to $333.8 million, a 29% year-over-year increase |
| $84.65 share | Book Value per Share Book value per share increased by 13% on a year-over-year basis to a record of $84.65 as of December 31, 2024 |
| $1.04 share | Cash Dividend Quarterly cash dividends of $0.26 per share for a total of $1.04 per share for the year ended December 31, 2024, a 13% increase over $0.92 per share for the prior year |
OPERATIONAL
| 80,632 | Lots Owned We continued to strategically manage our lot pipeline, resulting in 80,632 lots owned and controlled at December 31, 2024, a 9% increase as compared to December 31, 2023 |
| 11,007 | Home Deliveries Delivered a record 11,007 homes, a year-over-year increase of 15% |
| 10,676 | Net New Contracts Net new home contracts totaled 10,676, a 21% year-over-year increase |
| 322 | Selling Communities Year-end selling communities increased 28% on a year-over-year basis to a record of 322 as of December 31, 2024 |
STRATEGIC
Completed Two Acquisitions Increasing Depth in Existing Markets Consistent with our strategy of deepening our share in existing markets in a land-light manner, in 2024, we acquired Anglia Homes LP, a homebuilder with operations in the greater Houston, Texas area, and Landmark Homes of Tennessee, Inc., a homebuilder with operations in Nashville, Tennessee
Continued Focus on Entry Level and Move-in-Ready/Spec Home Construction In 2024, 93% of our deliveries were priced below Federal Housing Administration-insured mortgage limits and 99% were spec builds, allowing us to reduce costs, maintain an appropriate supply of quick-move-in homes that entry-level buyers are seeking, and provide our homebuyers with certainty of financing at below market interest rates
Leveraged Scale to Benefit Margin and Returns 2024 adjusted homebuilding gross margin* of 23.3% increased by 80 basis points year-over-year; while, selling, general and administrative expense as percentage of home sales revenue declined by 40 basis points year-over-year due to increased scale at the national level and market share at the local level driving greater purchasing power and homebuilding efficiencies
*See Appendix A for a reconciliation of non-GAAP financial measures to most comparable measures under U.S. GAAP.
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CORPORATE GOVERNANCE HIGHLIGHTS
| Annual election of directors | Annual say-on-pay vote |
| Majority vote standard for director elections | Stock ownership and retention requirements |
| Over 70% of directors are independent | Hedging and pledging prohibitions |
| Recent Board refreshment efforts | Double trigger change in control arrangements |
| Lead independent director | Mandatory clawback policy |
| Board oversight of cybersecurity and other key risks | No poison pill |
| Robust Board and committee evaluations | Single class of stock |
STOCKHOLDER ENGAGEMENT
At our 2024 annual meeting of stockholders, support for our say-on-pay proposal fell short of expectations. Despite no substantive changes to our 2023 executive compensation program, our say-on-pay proposal received 72% support. In contrast, the prior year’s proposal garnered 93% of votes cast and the three-year average vote on our say-on-pay proposal prior to last year was 96% of votes cast.
During 2024, and especially following the disappointing support of our say-on-pay proposal, our management reached out to 100% of our top 25 stockholders, representing 74% of our outstanding shares, and held meetings with many of these stockholders, who together represent nearly 40% of our outstanding shares. Through these exchanges, we gained greater appreciation for our stockholders’ views on our governance and on our executive compensation program in particular.
We value the opinions of our stockholders. Stockholder feedback, whether through direct discussions or prior votes, is communicated to and discussed with our Board of Directors and its committees, including the Compensation Committee and Nominating and Corporate Governance Committee. Stockholder feedback is thoughtfully considered and has led to modifications in our governance practices, executive compensation programs, and public disclosures, and we remain open to additional stockholder feedback.
Some of the actions we have taken in response to stockholder feedback during the past few years, and in particular, compensation-related actions in response to last year’s say-on-pay vote include:
| Key Themes | What We Heard | What We Did |
|---|---|---|
| Corporate Governance | Eliminate Co-CEO structure. | Effective January 1, 2025, we eliminated our Co-Chief Executive Officer (Co-CEO) structure as part of our succession planning process and to alleviate stockholder concerns with our former Co-CEO leadership structure. |
| Strengthen role of independent directors. | In March 2025, we created a lead independent director position to replace our prior presiding director position and strengthened the role to provide a more proactive voice for our independent directors. | |
| Rotate Board committee chairs. | In March 2025, we appointed Elisa Zúñiga Ramírez as Chair of the Audit Committee. |
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| Key Themes | What We Heard | What We Did |
|---|
| Refresh Board composition and increase diversity | We added Elisa Zúñiga Ramírez and Patricia L. Arvielo to the Board of Directors in 2023 and 2021, respectively, and remain committed to continual Board refreshment with the goal to maintain a Board composition diverse in experience, skills and other attributes. | |
| Increase stockholder influence over director elections. | We adopted a majority vote standard for uncontested director elections, with a director resignation policy, instead of a plurality vote standard. | |
| Board Oversight | Increase Board oversight of certain key risk and focus areas. | The Audit Committee has increased its oversight of our information technology (IT) systems, processes and data, and contingency plans in the event of a breakdown or cybersecurity breach and has engaged an independent third party to assist in these efforts. The Compensation Committee has increased its oversight of succession planning, human capital management, including talent, recruitment and development, and our say-on-pay vote results. The Nominating and Corporate Governance Committee has increased its oversight of ESG matters, including our annual ESG report. |
|---|---|---|
| Executive Compensation | Maintain competitive, but not excessive, pay packages. | We target the 50th percentile of our peer group and have not raised the base salaries or target short-term (STI) or long-term incentive (LTI) opportunities of our CEO since 2022. Consistent with our typical practice, our 2024 executive compensation program for our then Co-CEOs was established in March 2024 prior to our 2024 Annual Meeting of Stockholders. Consistent with our typical practice, the 2025 base salaries and STI and LTI opportunities for our Executive Chairman and CEO were recently established, and in response to stockholder input regarding our pay levels, pay opportunities were reduced in the aggregate as compared to 2024 levels: |
| Base Salary | |||
|---|---|---|---|
| 2024 ($) | 2025 ($) | % Decrease | |
| Executive Chairman | 1,000,000 | 900,000 | 10% |
| CEO | 1,000,000 | 1,000,000 | — |
| Target STI | |||
|---|---|---|---|
| 2024 ($) | 2025 ($) | % Decrease | |
| Executive Chairman | 3,500,000 | 2,450,000 | 30% |
| CEO | 3,500,000 | 2,975,000 | 15% |
| Target LTI | |||
|---|---|---|---|
| 2024 ($) | 2025 ($) | % Decrease* | |
| Executive Chairman | 5,000,000 | 4,200,000 | 16%/20% |
| CEO | 5,000,000 | 4,750,000 | 5%/10% |
| * Higher percentage decrease is based on the anticipated decrease in grant date fair value | |||
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| Key Themes | What We Heard | What We Did |
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| Reduce the compensation of the Executive Chairman relative to the CEO. | The 2025 base salary and short-term and long-term incentives for our Executive Chairman were recently established and set below those of our CEO, as described above. | |
| Adopt mandatory post-vesting holding periods. | Beginning in 2025, we imposed a three-year (as opposed to the prior one-year) mandatory post-vesting holding period on shares issued in settlement of our performance share unit (PSU) awards to our Executive Chairman and CEO. Our CFO is subject to a one-year post-vesting holding period. | |
| Emphasize performance-based compensation, including in particular long-term incentives. | 90% of our 2024 Co-CEO target compensation was performance-based, of which 53% was structured as LTI and 37% as STI opportunities. With the reduced 2025 pay opportunities, approximately 88% of target compensation for our Executive Chairman and CEO is performance-based, with a 56%/32% LTI/STI split for our Executive Chairman and a 54%/34% LTI/STI split for our CEO. Our LTI program is comprised of 100% PSU awards for our Executive Chairman and CEO, with now a three-year mandatory post-vesting holding period feature. | |
| Increase the number of performance measures to the LTI program and include a relative measure. | The vesting of our 2025 PSU awards is based on the achievement of a mix of both absolute and relative performance goals – three-year cumulative adjusted pre-tax income and three-year cumulative revenue – with a relative total stockholder return (TSR) modifier. The TSR modifier is based on our three-year cumulative TSR relative to the average TSR of all companies in our peer group. We believe the addition of this modifier further aligns the PSU awards with stockholder value creation. The TSR modifier has the potential to decrease by 10% or increase up to 20% the ultimate payout of the PSU awards. | |
| Stockholder Alignment | Align the interest of directors and executive officers with those of stockholders. | We adopted stock ownership and retention guidelines to ensure that the interests of our directors and executives would be closely aligned with those of our stockholders and recently increased the guideline of our Executive Chairman and CEO from 6x to 10x base salary. We also maintain an anti-hedging/pledging policy. |
|---|---|---|
| Sustainability | Enhance disclosures regarding sustainability. | We publish an annual ESG report, which we continue to enhance. In 2023, we began including a Task Force on Climate-related Financial Disclosures-aligned climate risk and opportunity assessment to provide more insights on our climate risk profile, and in 2024, we published our first greenhouse gas (GHG) emissions inventory. |
| Transparency and Disclosure | Increase transparency and disclosure, including on executive compensation, board composition and oversight. | Each year, we have increased and improved our disclosures, with an eye toward transparency and readability. This year, we enhanced, among other items, the disclosure of the non-GAAP performance metrics used in our executive compensation to include GAAP reconciliations. |
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BOARD NOMINEES
The Board of Directors recommends a vote “FOR” each of these director nominees, each for a term of one year until our next annual meeting of stockholders and until their successors are duly elected and qualified.
| Director | Age | Serving Since | Independent | Committees | Other Public Boards |
|---|---|---|---|---|---|
| Dale Francescon | 72 | 2013 | No | N/A | 0 |
| Robert J. Francescon | 67 | 2013 | No | N/A | 0 |
| Patricia L. Arvielo | 60 | 2021 | Yes | Audit, Compensation, Nominating and Corporate Governance | 0 |
| John P. Box | 78 | 2014 | Yes | Audit, Compensation, Nominating and Corporate Governance | 0 |
| Keith R. Guericke | 76 | 2013 | Yes | Audit, Compensation, Nominating and Corporate Governance | 1 |
| James M. Lippman | 67 | 2013 | Yes | Audit, Compensation, Nominating and Corporate Governance | 0 |
| Elisa Zúñiga Ramírez | 56 | 2023 | Yes | Audit | 2 |
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BOARD QUALIFICATIONS, EXPERIENCES AND SKILLS
The matrix below summarizes what the Board of Directors believes are desirable types of qualifications, experiences, skills and attributes possessed by Century’s director nominees because of their particular relevance to our business and strategy. While all of these were considered by the Board in connection with this year’s director nomination process, the matrix does not encompass all director qualifications, skills, experiences or attributes.
| Dale Francescon | Robert J. Francescon | Patricia L. Arvielo | John P. Box | Keith R. Guericke | James M. Lippman | Elisa Zúñiga Ramírez | |
|---|---|---|---|---|---|---|---|
| Skills and Experiences | |||||||
| Public Company CEO | |||||||
| Private Company CEO | |||||||
| Public Company Executive | |||||||
| Homebuilding/Real Estate | |||||||
| Mortgage Financing | |||||||
| Business Development/Mergers and Acquisitions | |||||||
| Strategic Planning | |||||||
| Operations | |||||||
| Supply Chain Management | |||||||
| Sales and Marketing | |||||||
| Financial and Accounting | |||||||
| Capital Markets/Raising Additional Financing | |||||||
| Public Company Governance | |||||||
| Legal and Compliance | |||||||
| Cybersecurity/IT | |||||||
| Risk Management | |||||||
| Human Capital Management | |||||||
| Attributes | |||||||
| Male | |||||||
| Female | |||||||
| White or Caucasian | |||||||
| Latina or Hispanic | |||||||
| Tenure | 11 | 11 | 3 | 10 | 11 | 11 | 1 |
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EXECUTIVE COMPENSATION BEST PRACTICES
Our compensation practices include many best practices that support our executive compensation objectives and principles and benefit our stockholders.
| What We Do | What We Don’t Do | |
|---|---|---|
| Structure executive officer compensation so it is competitive and a significant portion is at risk | No guaranteed salary increases | |
| Emphasize long-term performance, with PSUs comprising 100% of our equity incentive awards | No uncapped bonus opportunities | |
| Use a mix of both absolute and relative performance measures | No excessive perquisites | |
| Require minimum vesting periods on equity awards | No current payment of dividends on unvested awards | |
| Require a double-trigger for equity acceleration upon a change of control | No excise or other tax gross-ups | |
| Have robust stock ownership guidelines and retention requirements for executive officers | No short sales or derivative transactions in Century stock, including hedges | |
| Require post-vesting holding periods | No pledging of Century securities | |
| Hold an annual say-on-pay vote | No repricing of stock options |
2024 AND 2025 EXECUTIVE COMPENSATION ACTIONS
For 2024, our named executive officers were our Executive Chairman who served as Co-CEO during 2024, our Chief Executive Officer and President (CEO), who served as Co-CEO during 2024, our current Chief Financial Officer (CFO) and our former CFO.
2024 compensation actions and incentive plan outcomes based on performance, as well as certain recent 2025 compensation actions, are summarized below:
| Pay Element | Actions |
|---|---|
| Base Salary | ● Neither of our Co-CEOs received a base salary increase during 2024, which had remained static since 2022. ● The annual base salary of our new CFO was set at $650,000 in July 2024. ● The 2025 annual base salaries for our Executive Chairman, CEO and CFO were recently set at $900,000, $1,000,000 and $650,000, respectively, representing a 10% decrease in the case of our Executive Chairman. |
| Short-Term Incentive | ● Neither of our Co-CEOs received an increase in short-term incentive award opportunities during 2024, which had remained static since 2022. ● The performance metrics for our Co-CEO 2024 short-term incentive program were revenue (20%), EBITDA, as adjusted (60%), and closings (20%), with target levels set 13%, 9.5% and 12%, respectively, above actual 2023 levels. |
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| Pay Element | Actions |
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| Metric | 2023 Actual | 2024 Target | Increase |
|---|---|---|---|
| Revenue | $3.7 bil. | $ 4.17 bil. | 13% |
| EBITDA, as adjusted* | $431.3 mil. | $472.1 mil. | 9.5% |
| Closings | 9,568 | 10,716 | 12% |
* Non-GAAP financial measure. See Appendix A for calculation. ● Actual performance was between target and maximum for revenue and closings and exceeded maximum for EBITDA, as adjusted.
| Metric | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Revenue | $3.76 bil. | $ 4.17 bil. | $ 4.59 bil. | $ 4.4 bil. |
| EBITDA, as adjusted* | $424.9 mil. | $472.1 mil. | $519.3 mil. | $573.8 mil. |
| Closings | 9,644 | 10,716 | 11,788 | 11,007 |
| * Non-GAAP financial measure. See Appendix A for calculation. | ||||
For his 2024 annual bonus, our CFO received a cash bonus of $1.25 million in February 2025, $500,000 of which was intended to compensate him for his prior role as interim CFO and $750,000 of which was intended to reward him for his promotion to CFO and performance during 2024. ● For 2025, our CFO will participate in the performance based STI plan along with our Executive Chairman and CEO. ● The 2025 target STI opportunities for our Executive Chairman, CEO and CFO were recently set at $2,450,000, $2,975,000 and $1,000,000, respectively, representing a 30% decrease for our Executive Chairman.
| Long-Term Incentives | ● Neither of our Co-CEOs received an increase in long-term incentive award opportunities during 2024, which had remained static since 2022. ● The Co-CEO long-term incentive program for 2024 consisted of 100% PSU awards, which may vest and be paid out in shares of our common stock dependent upon the achievement of a three-year cumulative adjusted pre-tax income goal for the years 2024-2026. All net shares issued in settlement of these PSU awards are subject to a one-year mandatory holding period. ● Our CFO received a time-vested RSU award in each of February 2024 and February 2025 to compensate him for his 2023 and 2024 performance, and a time-vested RSU award in August 2024 to reward him for his promotion to CFO. All of these RSU awards vest in equal annual installments over three years and the August 2024 and February 2025 awards are subject to a one-year mandatory post-vesting holding period. While each of these awards was initially valued at $500,000, the actual grant date fair values of the August 2024 and February 2025 awards were less due to the illiquidity discount associated with the one-year post-vesting holding period. ● Our 2022 PSU awards were paid out at the maximum payout level, based on our 2022-2024 cumulative adjusted pre-tax income: |
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| Metric | Threshold | Target | Above-Target | Maximum | Actual |
| Adjusted pre-tax income* | $996.0 mil. | $1.106 bil. | $1.217 bil. | $1.328 bil. | $1.593 bil. |
| *Non-GAAP financial measure. See Appendix A for calculation | |||||
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| Pay Element | Actions |
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The performance goals for the 2022 to 2024 performance period were established and PSU awards were granted in mid-March 2022 taking into consideration the national housing market and the U.S. macroeconomic environment at that time and our then current and anticipated financial and operational performance. Recall that the new home market in early 2022 was plagued with continued headwinds from municipal and utility delays, supply chain disruptions, labor shortages, elongated construction cycle times, and rising input costs, which when coupled with an accelerating interest rate environment, ultimately resulted in an industry wide slowdown beginning in the first half of 2022. As a result, given uncertainty and challenging market conditions, the target three-year cumulative adjusted pre-tax income goal was based on the actual three-year cumulative adjusted pre-tax income for the 2019 to 2021 performance period, with 2021 results representing what was then by far the most profitable year in the Company’s history. The threshold goal was set at 10% below target; the above target goal was set at 10% above target; and the maximum goal was set at 15% above target. ● The 2025 target LTI opportunities for our Executive Chairman, CEO and CFO were recently set at $4,200,000, $4,750,000 and $1,000,000, respectively, representing a 16% decrease for our Executive Chairman and a 5% decrease for our CEO, and higher percentage decreases of 20% and 10%, respectively, based on anticipated grant date fair value amounts due to the illiquidity discount associated with the three-year mandatory post-vesting holding period. ● Our 2025 LTI program also was recently set and is comprised of 100% PSU awards, with a three-year mandatory post-vesting holding period for our Executive Chairman and CEO and a one-year mandatory post-vesting holding period for our CFO. The vesting is based on the achievement of a mix of both absolute and relative performance goals – three-year cumulative adjusted pre-tax income and three-year cumulative revenue – with a relative TSR modifier.
| Other Compensation Related Actions | ● In March 2024, we entered into a three-month consulting agreement with our former CFO under which we paid him a $50,000 monthly consulting fee to ensure a seamless transition and assist with the transition of his duties and responsibilities to our then interim CFO. ● Since he voluntarily resigned, our former CFO received no other payments in connection with or after his departure, other than a payout of his accrued but unused vacation. ● Our say-on-pay vote received 72% support at our 2024 Annual Meeting of Stockholders. Since we historically had received substantial support (well over 90% of votes cast) on our say-on-pay vote, we understand and appreciate the importance of this message from our stockholders and the need to be responsive and have engaged with stockholders and taken several actions in response, as described above under “—Stockholder Engagement” and later in this proxy statement under “Compensation Discussion and Analysis.” ● In March 2025, we amended our stock ownership guidelines to increase the target stock ownership as a multiple of base salary for our Executive Chairman and CEO from 6x to 10x. ● In March 2025, we reduced the monthly amount for the automobile and cell phone allowance and reimbursements for life insurance premiums by 20% for our Executive Chairman and CEO. |
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2026 ANNUAL MEETING OF STOCKHOLDERS
We anticipate that our 2026 Annual Meeting of Stockholders will be held on Wednesday, May 6, 2026. The following are important dates in connection with our 2026 Annual Meeting of Stockholders.
| Stockholder Action | Submission Deadline |
|---|---|
| Proposal Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 | No later than November 26, 2025 |
| Nomination of a Candidate Pursuant to our Bylaws | Between January 7, 2026 and February 6, 2026 |
| Proposal of Other Business for Consideration Pursuant to our Bylaws | Between January 7, 2026 and February 6, 2026 |
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