Century Communities, Inc.
For the period ended May 6, 2026. Filed Mar 25, 2026.
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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 6, 2026 · Filed Mar 25, 2026
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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. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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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)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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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:
In 2025, we performed well in a challenging year for the new home market in which affordability and weaker consumer confidence weighed on demand. We grew our average community count of 318 communities by 13% on a year-over-year basis and delivered 10,792 residential units, which consisted of 10,387 new homes, 105 previously leased rental homes, and 300 multi-family units. We reduced our direct construction costs, cycle times, and fixed general and administrative expenses on a year-over-year basis and achieved our 23rd consecutive year of profitability. Based on this performance, we increased our book value per share to a Company record $89.21.
During the year, we also returned a record $178 million to our stockholders through dividends and stock repurchases while maintaining a strong balance sheet. For the full year 2025, we repurchased 2.3 million shares of our common stock, or over 7% of shares outstanding at the beginning of the year, for $144 million at an average share price of $63.32, or a 29% discount to our ending book value per share of $89.21. In the first quarter of 2025, our Board of Directors announced a 12% increase in our quarterly cash dividend to $0.29 per share, which was further increased by 10% to $0.32 in early 2026. We ended the year with a homebuilding debt to capital ratio of 29.1% and a net homebuilding debt to net capital ratio of 25.9%. Additionally, during the third quarter, we closed on a private offering of $500 million of 6.625% Senior Notes due 2033, with the proceeds used to redeem our $500 million 6.750% Senior Notes due 2027. As a result, we do not have any senior debt maturities until 2029.
Looking ahead, we believe that Century is well positioned to both navigate the impacts that affordability and consumer confidence are having on the new home market and to grow when the market rebounds as we continue providing our homebuyers with a Home for Every Dream®.
Together with the Board of Directors and the management team at Century Communities, we are pleased to invite you to our 2026 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 6, 2026.
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, 2026; (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 2026 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.
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
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
The 2026 Annual Meeting of Stockholders of Century Communities, Inc., a Delaware corporation, will be held on Wednesday, May 6, 2026, 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, 2026; |
| 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 9, 2026, 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
TABLE OF CONTENTS
| PROXY STATEMENT SUMMARY | 1 |
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| 2026 Annual Meeting of Stockholders | 1 |
| Who We Are | 2 |
| Strong Track Record of Growth | 2 |
| 2025 Business Highlights | 4 |
| Corporate Governance Highlights | 5 |
| Stockholder Engagement | 5 |
| Board Nominees | 8 |
| Board Qualifications, Experiences and Skills | 9 |
| Executive Compensation Best Practices | 10 |
| 2025 Executive Compensation Actions | 10 |
| 2027 Annual Meeting of Stockholders | 12 |
| CORPORATE GOVERNANCE | 13 |
| Governance Best Practices | 13 |
| Role of the Board | 14 |
| Board Oversight of Business Strategy | 14 |
| Board Role in Risk Oversight | 15 |
| Selected Areas of Board Risk Oversight | 15 |
| Oversight of Management Succession Planning and Development | 17 |
| Implementation of Management Succession Plan | 17 |
| Executive Chairman Role | 18 |
| Board Leadership Structure | 19 |
| Director Independence | 21 |
| Executive Sessions | 21 |
| Committees of the Board of Directors | 22 |
| Board and Board Committee Meetings; Attendance | 22 |
| Audit Committee | 23 |
| Compensation Committee | 24 |
| Nominating and Corporate Governance Committee | 25 |
| Corporate Governance Guidelines | 26 |
| Code of Business Conduct and Ethics | 26 |
| Committee Charters and Other Information | 27 |
| Director Nominations Process | 27 |
| Director Commitments Oversight | 29 |
| Annual Board and Committee Self-Evaluations | 30 |
| Director Orientation and Continuing Education | 30 |
| Complaint Procedures | 31 |
| Communications with the Board of Directors | 31 |
| EXECUTIVE OFFICERS | 32 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 34 |
| Board Size and Structure | 34 |
| Current Directors and Board Nominees | 34 |
| Board Composition Matrix | 35 |
| Information about Director Nominees | 36 |
| Majority Vote Standard and Resignation Policy | 40 |
| Board Recommendation | 40 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 41 |
| Appointment | 41 |
| Audit, Audit-Related, Tax, and Other Fees | 42 |
| Pre-Approval Policies and Procedures | 42 |
| Audit Committee Report | 43 |
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| Board Recommendation | 43 |
| PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 44 |
| Background | 44 |
| Why You Should Vote in Favor of our Say-on-Pay Vote | 44 |
| Proposed Resolution | 45 |
| Next Say-On-Pay Vote | 45 |
| Board Recommendation | 45 |
| COMPENSATION DISCUSSION AND ANALYSIS | 46 |
| Executive Summary | 47 |
| Compensation Philosophy | 50 |
| Say-On-Pay Vote Results | 51 |
| Our Engagement and Responsiveness | 51 |
| Compensation Highlights and Best Practices | 52 |
| NEO Stock Ownership Guidelines | 53 |
| Elements of Our 2025 Executive Compensation Program | 53 |
| Pay for Performance and Pay Mix | 55 |
| Named Executive Officer Compensation | 56 |
| Employment Agreements, Severance and Change In Control Arrangements, and Post-Termination Restrictions | 63 |
| Risk Assessment | 63 |
| Clawback Policy | 64 |
| Anti-Hedging and Anti-Pledging Policy | 64 |
| Tax Considerations | 64 |
| Competitive Considerations and Use of Market Data | 64 |
| How We Make Compensation Decisions | 65 |
| COMPENSATION COMMITTEE REPORT | 66 |
| EXECUTIVE COMPENSATION | 67 |
| Summary Compensation Table | 67 |
| Employment and Other Agreements | 68 |
| Grants of Plan-Based Awards During 2025 | 68 |
| Outstanding Equity Awards as of December 31, 2025 | 70 |
| Option Exercises and Stock Vested During 2025 | 71 |
| Pay Versus Performance | 72 |
| CEO Pay Ratio Disclosure | 79 |
| Potential Post-Termination and Change In Control Payments | 80 |
| Compensation Risk Assessment | 83 |
| Anti-Hedging and Anti-Pledging Policy | 84 |
| Compensation Committee Interlocks and Insider Participation | 84 |
| DIRECTOR COMPENSATION | 85 |
| Overview | 85 |
| Director Compensation Process | 85 |
| Director Compensation Program | 85 |
| Non-Employee Director Compensation Highlights | 86 |
| Summary Director Compensation Table for 2025 | 87 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 88 |
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| Policies and Procedures for Review and Approval of Related Party Transactions | 88 |
| Transactions with Related Persons | 88 |
| STOCK OWNERSHIP | 89 |
| Significant Beneficial Owners | 89 |
| Security Ownership by Management | 91 |
| Stock Ownership Guidelines | 92 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 93 |
| INFORMATION ABOUT THE 2026 ANNUAL MEETING | 94 |
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| OTHER MATTERS | 99 |
| Stockholder Proposals and Director Nominations For 2027 Annual Meeting of Stockholders | 99 |
| Cost of Solicitation of Proxies | 100 |
| Householding of Proxy Materials | 100 |
| Incorporation by Reference | 100 |
| APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | 102 |
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 2026 Annual Meeting of Stockholders; and |
| ● | “2025 Annual Report” or “2025 Annual Report to Stockholders” refer to our Annual Report to Stockholders for 2025, including our Annual Report on Form 10-K for the year ended December 31, 2025, 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.