SEC Form DEF 14A filed by Century Communities Inc.

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

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Century Communities, Inc.

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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

March 26, 2025

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; and FOR 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 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:

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

March 26, 2025

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TABLE OF CONTENTS

References in this proxy statement to:

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.

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

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.

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.

2024 BUSINESS HIGHLIGHTS

Highlights of our achievements for 2024, include:

FINANCIAL

OPERATIONAL

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.

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:

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

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

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:

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.

CORPORATE GOVERNANCE

Governance best PRACTICES

We maintain several corporate governance best practices, which are designed to promote actions that benefit our stockholders and create a framework for our decision-making.

role of The board

The Board of Directors is elected by the stockholders to oversee their interests in the long-term health, financial strength, and overall success of our business. The Board serves as the ultimate decision-making body of our Company, except for those matters reserved for or shared with our stockholders. The Board oversees our governance practices, the proper safeguarding of our assets, the maintenance of appropriate financial and other internal controls, and our compliance with applicable laws and regulations. The Board selects our Chief Executive Officer and oversees the members of our senior management, who are charged by the Board with managing the Company and conducting our business.

Key Responsibilities of the Board
Oversight of Business Strategy		Oversight of Risk		Oversight of Succession Planning
	The Board oversees and monitors strategic planning.		The Board oversees risk management.		The Board oversees management succession planning.
	Business strategy is a key focus at the Board level and embedded in the work of Board committees.		Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function.		The Compensation Committee, which meets regularly and reports back to the full Board, has primary responsibility for developing succession plans for the CEO position and other key positions.
	Company management is charged with executing our business strategy and provides regular performance updates to the Board.		Company management is charged with managing risk through robust internal processes and effective internal controls.		The Executive Chairman and the CEO are charged with preparing, and reviewing with the Compensation Committee, talent development plans for senior executives and their potential successors.

board Oversight OF BUSINESS STRATEGY

The Board of Directors oversees our strategic direction and business activities. Throughout the year, the Board and management discuss our short and long-term business strategy. With respect to our short-term strategy, at the beginning of each year, our management presents to the Board a proposed annual business plan for the year and receives input from the Board and a final annual business plan is approved by the Board. At each subsequent regular Board meeting, the Board reviews our operating and financial performance relative to the annual business plan. As part of our long-term strategy, management typically formulates three-year financial targets against which performance is reviewed by the Board.

board role in Risk Oversight

Risk is inherent with every business. We face a number of risks, including financial (accounting, credit, interest rate, liquidity, and tax), operational, political, strategic, regulatory, compliance, legal, cybersecurity, competitive, and reputational risks.

Our management is responsible for the day-to-day management of risks faced by us, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board ensures that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations, and risks acceptable to us. Our Executive Chairman and Chief Executive Officer, as members of the Board, attend the Board meetings and discuss with the full Board the strategies and risks facing our Company.

One of the key functions of the Board is informed oversight of our risk management process. The Board administers this oversight function directly, with support from its three standing committees (the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee), each of which addresses risks specific to its respective areas of oversight. In addition, with respect to other risks that arise from time to time, the Board oversees those as well.

SELECTED AREAS OF BOARD RISK OVERSIGHT

CYBERSECURITY/ARTIFICIAL INTELLIGENCE: Our Audit Committee, comprised fully of independent directors, is responsible for oversight of our (i) information security policies, including periodic assessment of risk of information security breach, training program, significant threat changes and vulnerabilities and monitoring metrics and (ii) effectiveness of information security policy implementation. Members of management meet with the Audit Committee on a regular basis to review and discuss risk exposure related to our IT systems, data privacy and use of artificial intelligence. The purpose of these management updates is to inform the Audit Committee of potential risks related to our IT systems, data privacy and use of AI, as well as any relevant mitigation or remediation tactics being implemented.

Since September 2022, we have engaged a seasoned cyber consultant from the global cybersecurity risk firm, Kroll, LLC, to provide CISO-level advisory services to assist our technology teams, business leadership and Board of Directors with guidance and direction as we continue to strengthen our security systems and improve our cyber readiness, as well as to provide insight and intelligence on existing and emerging threat landscapes. The scope of service includes reviewing our current information security policies, past and current security reports, cybersecurity program, and staffing models to assess our ability to prevent and respond to cyberattack incidents and mitigate any impacts they may have. In addition, we have retained special data security legal counsel at a leading U.S. law firm whose practice focuses on data breach response and security compliance issues. This legal counsel is specialized in investigating and responding to an event compromising information and systems security, working closely with client resources, third-party forensic consulting experts and law enforcement to identify the nature and scope of a compromise. We also have retained special data privacy legal counsel to assist us in our compliance with the data privacy laws in the various jurisdictions in which we operate our business.

In the past four years, we have not experienced any material computer data security breaches as a result of a compromise of our information systems and we are not aware and have not had a significant cybersecurity breach or attack that had a material impact on our business or operating results to date. Maintaining a robust information security system is an ongoing priority for us and we plan to continue to identify and evaluate new, emerging risks to data protection and cybersecurity both within our Company and through our engagement of third-party service providers like Kroll.

HUMAN CAPITAL AND CULTURE: The Board is actively engaged in overseeing our people and culture strategy. The Compensation Committee reviews and reports back to the Board on a broad range of human capital management topics, including talent management; leadership development; retention; culture; employee engagement; employee education and training; and succession planning.

ESG: The Board is ultimately responsible for oversight of our ESG initiatives. The Nominating and Corporate Governance Committee has been delegated responsibility for ESG oversight and approves our ESG related policy statements and our ESG report. In 2024, we published an updated ESG report and intend to do so again in 2025. The Compensation Committee has oversight of human capital management, as described above. The Audit Committee has oversight over general compliance with applicable laws, including SEC and those affecting ESG issues, as well as risk management and climate-related and sustainability risks. In carrying out its responsibilities for ESG oversight, the Nominating and Corporate Governance Committee coordinates with the Compensation Committee and the Audit Committee on ESG-related subjects.

OVERSIGHT OF MANAGEMENT SUCCESSION PLAnning and development

The Board of Directors recognizes that one of its most important responsibilities is to ensure excellence and continuity in our senior leadership by overseeing the development of executive talent and planning for the effective succession of members of our senior management team. This responsibility is reflected in our Corporate Governance Guidelines, which provide for a review of CEO succession planning and management development, and the charter of the Compensation Committee, which requires the Compensation Committee to assist the Board in developing and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans, which includes transitional leadership in the event of an unplanned vacancy.

In furtherance of the foregoing, management provides an annual succession planning report to the Compensation Committee, which summarizes the overall composition of our senior leadership team, including their professional qualifications, tenure, and work experience. The report also identifies internal members of the management team who are viewed as potential successors to a variety of senior leadership roles. Succession planning is also regularly discussed in executive sessions of the Board of Directors. Our directors become familiar with internal potential successors for key leadership positions through various means, including the annual succession planning report and Board of Directors and committee meetings, and less formal interactions throughout the course of the year.

IMPLEMENTATION OF MANAGEMENT SUCCESSION PLAN

In furtherance of its management succession planning, in November 2024, the Board of Directors created a new Executive Chairman position and elected Dale Francescon, the Company’s then current Chairman of the Board and Co-Chief Executive Officer, as Executive Chairman replacing his current positions, and in connection therewith, elected Robert J. Francescon, the Company’s then current Co-Chief Executive Officer and President, as sole Chief Executive Officer and President, in each case effective as of January 1, 2025.

In addition, in March 2024, our then Chief Financial Officer, David L. Messenger, stepped down effective March 22, 2024 after 10 years with Century to pursue other opportunities. The Board of Directors appointed J. Scott Dixon, Century’s then current Assistant Chief Financial Officer, as Interim Chief Financial Officer and initiated a search process to identify a new Chief Financial Officer. After evaluating both internal and external candidates for the role, in July 2024, the Board of Directors appointed Mr. Dixon as Chief Financial Officer on a non-interim basis. Mr. Dixon has been with Century for over 10 years and was promoted to Assistant Chief Financial Officer in May 2022. Prior to serving as Assistant Chief Financial Officer, Mr. Dixon served as our Chief Accounting Officer from November 2016 to May 2022, and prior to that position, he served as Vice President of Accounting from November 2013 to November 2016. He was instrumental to our initial public offering in 2014 and has been responsible for overseeing our SEC reporting, financial planning and analysis, and directly managing our finance team.

NEW EXECUTIVE CHAIRMAN ROLE

The creation of a new Executive Chairman role marks the beginning of the management succession plan from our historical Co-CEO structure. Given Mr. Dale Francescon’s role as a co-founder of the Company and his deep insight into the Company’s operations, opportunities and industry positioning gained over 22 years, full implementation of the plan is expected to take multiple years. Initially, the duties and responsibilities of the Executive Chairman will include, but are not limited to:

Mr. Dale Francescon’s responsibilities are expected to evolve over time in alignment with the progression of our management succession plan.

The Board of Directors believes that Mr. Dale Francescon, as a co-founder of the Century and having served as our Co-CEO for over 22 years, possesses considerable experience, breadth of skills, unique knowledge of the homebuilding industry, and an important perspective on the challenges and opportunities the Company faces. The Board of Directors believes that, at this time, the Company is best served by retaining Mr. Dale Francescon as Executive Chairman in order to provide stability, continuity and assurance of the smooth implementation of our management succession plan.

Board Leadership Structure

Our governance framework provides the Board of Directors with the flexibility to select a leadership structure that is appropriate for the Board at any given time. Our current Board leadership structure is comprised of an Executive Chairman, a Chief Executive Officer, a Lead Independent Director, Board committees led by independent directors, and active engagement by all directors. The Board believes that this structure provides an effective balance between strong Company leadership and appropriate safeguards and oversight by our independent directors. In making determinations about the leadership structure, the Board considers many factors, including the specific needs of the business, succession planning, what is in the best interests of our stockholders, and feedback from our stockholder engagement efforts.

Current Board Leadership Structure
Executive Chair   Dale Francescon	Chief Executive Officer   Robert J. Francescon	Lead Independent Director   Keith R. Guericke
Independent Committee Chairs
Audit   Elisa Zúñiga Ramírez	Compensation   James M. Lippman	Nominating and Corporate Governance   John P. Box
Active Engagement by all Directors

Our Corporate Governance Guidelines do not require the separation of the offices of the Chair of the Board, and under our Bylaws, the Chair of the Board may be an Executive Chair or a non-executive Chair of the Board. The Board of Directors is free to choose its Chair of the Board in any way that it deems best for our Company at any given point in time. As discussed in more detail above under “—New Executive Chairman Role,” Dale Francescon currently serves as our Executive Chairman.

The Board endorses the concept of an independent director being in a position of leadership and our Corporate Governance Guidelines provide that if the Chair of the Board is not an independent director, then the independent directors shall elect an independent director to serve as the Lead Independent Director. Since Dale Francescon serves as our Executive Chairman, the independent directors have appointed Keith R. Guericke to serve as our Lead Independent Director. Under our Corporate Governance Guidelines, the main duties of the Lead Independent Director are to:

All Board members play an active role in overseeing our business both at the Board and committee levels. As part of each regularly scheduled Board and committee meetings, the independent directors have an opportunity to meet in executive session without the Executive Chairman or CEO present. These executive sessions are chaired by the Lead Independent Director or independent committee chair. These meetings allow our independent directors to discuss issues of importance to the Company, including the business and affairs of the Company, as well as matters concerning management, without any members of management present. In addition, under our Bylaws, any one of our directors has the authority to call a special meeting of the Board of Directors. All directors are invited to provide input on Board and committee meeting agendas and welcome to attend all Board and committee meetings, even if a director does not formally serve on a committee.

The Board has determined that this current Board leadership structure is appropriate and in the best interests of our Company and our stockholders at this time for several reasons, including:

Director Independence

Under the listing standards and rules of the New York Stock Exchange (NYSE), independent directors must comprise a majority of a listed company’s board of directors. Under the 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.

NYSE rules also 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 heightened independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934 (Exchange Act), and compensation committee members must satisfy heightened independence criteria set forth in the NYSE rules.

The Board has undertaken a review of its composition, the composition of its Board 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, the Board has determined that all but two of our directors, Dale Francescon and Robert J. Francescon, are independent directors under the standards established by the SEC and the NYSE. In making this determination, the Board considered the current and prior relationships that each non-employee director has with Century and all other facts and circumstances the Board deemed relevant in determining their independence.

Executive Sessions

Our independent directors meet in executive sessions without management to consider such matters as they deem appropriate, such as reviewing the performance of management. Executive sessions of our independent directors are typically held in conjunction with regularly scheduled Board and committee meetings.

Committees of the Board of Directors

We currently have three standing committees of the Board: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The Board may establish other Board committees as it deems necessary or appropriate from time to time. Each Board committee has a formal written charter, which, among other things, authorizes the committee to retain independent advisors as it deems necessary to carry out its responsibilities. Each Board committee reviews and evaluates, at least annually, the performance of the committee, including compliance with its charter.

Below are our directors and their current committee memberships. Elisa Zúñiga Ramírez recently replaced Keith R. Guericke as Chair of the Audit Committee.

Board and Board Committee Meetings; Attendance

The Board held six meetings during 2024. All directors attended at least 75% of the combined total of (i) all Board meetings during which the director was a director and (ii) all meetings of committees of the Board of which the director was a member during 2024. We expect all of our directors to attend our annual meeting of stockholders, and we customarily schedule a regular Board meeting on the same day as our annual meeting. All directors attended our 2024 Annual Meeting of Stockholders held on May 8, 2024.

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

CORPORATE GOVERNANCE GUIDELINES

The 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. Among the topics addressed in our Corporate Governance Guidelines are:

From time to time, the Board, upon recommendation of the Nominating and Corporate Governance Committee, reviews and updates the Corporate Governance Guidelines as it deems necessary and appropriate. The Corporate Governance Guidelines are available in the “Discover Century—Investors— Governance—Governance Documents – Corporate Governance Policy” section of the Company’s website located at www.centurycommunities.com.

Director Nominations Process

The Board of Directors, including in particular the Nominating and Corporate Governance Committee, oversees board composition and succession. To this end, at least once a year, in connection with the annual director nomination process, the Nominating and Corporate Governance Committee evaluates each director’s performance, relative strengths and weaknesses, and future plans, including any personal retirement objectives. As part of that evaluation, the Nominating and Corporate Governance Committee also identifies areas of overall strength and weakness with respect to its composition and considers whether the Board of Directors as a whole possesses core competencies in the areas of accounting and finance, industry knowledge, management experience, sales and marketing, strategic vision, executive compensation, and corporate governance, among others.

The Board seeks to ensure that the Board is composed of members whose particular expertise, experience, qualifications, attributes, and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In identifying candidates for director, the Nominating and Corporate Governance Committee and the Board take into account the following:

The Nominating and Corporate Governance Committee will consider director candidates recommended to it by our stockholders. Those candidates must be qualified and exhibit the experience and expertise required of the Board’s own pool of candidates, as well as have an interest in our business, and demonstrate the ability to attend and prepare for Board, committee, and stockholder meetings. Any candidate must state in advance his or her willingness and interest in serving on the Board. Candidates should represent the interests of all stockholders and not those of a special interest group. The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders using the same criteria it uses to evaluate candidates recommended by others as described above. A stockholder that desires to nominate a person for election to the Board at a meeting of stockholders must follow the specified advance notice requirements contained in, and provide the specific information required by, our Bylaws, as described under “Other Matters—Stockholder Proposals and Director Nominations for 2026 Annual Meeting of Stockholders” later in this proxy statement.

BOARD DIVERSITY

The Nominating and Corporate Governance Committee, as provided in its charter, is committed to a policy of inclusiveness, and seeks members with diverse backgrounds, an understanding of our business and a reputation for integrity. We believe that board diversity improves the quality of decision-making and strategic vision and represents the kind of company we aspire to be. The Nominating and Corporate Governance Committee believes that the diverse nature of our current Board reflects our commitment to an array of experience and strategic views. Further, the Nominating and Corporate Governance Committee maintains an ongoing commitment to refreshment efforts to ensure that the composition of the Board and each of its committees encompasses a wide range of perspectives and knowledge in order to promote the success of our business and represent stockholder interests.

BOARD TENURE

As part of its director nomination process, the Nominating and Corporate Governance Committee considers director tenure, among other factors. The Nominating and Corporate Governance Committee believes it is important to ensure that the Board maintains an openness to new ideas and a willingness to critically re-examine the status quo. Accordingly, the Nominating and Corporate Governance Committee has an ongoing commitment to refreshment efforts to ensure that the composition of the Board and each of its committees encompasses a wide range of perspectives and knowledge in order to promote the success of our business and represent stockholder interests. To this end, the Board of Directors has added two new directors during the past four years.

While five of our directors have tenures exceeding 10 years, two of these directors are our Executive Chairman, Dale Francescon, and our CEO, Robert J. Francescon, who co-founded the Company in 2002 and have been managing the Company since then. Our remaining three directors with tenures exceeding 10 years have served as directors since just prior to our initial public offering and have substantial experience in the real estate industry and in the course of their tenure as directors of Century, have developed unique and valuable insights into our business that allow them to provide significant contributions and stability to the Board of Directors.

We believe that our average director tenure of 8.4 years and average independent director tenure of 7.4 years reflect an appropriate mix of different perspectives brought by long serving and new directors.

DIRECTOR COMMITMENTS OVERSIGHT

The Board of Directors recognizes that its members may benefit from service on other public company boards. The Board of Directors also believes however, it is critical that directors can dedicate sufficient time to their service on our Board of Directors. We recognize the substantial time commitments attendant to directorship and expect that the members of our Board of Directors be fully committed to devoting such time as is necessary to fulfill their Board responsibilities, both in terms of preparation for, and attendance and participation at, meetings.

To this end, our Corporate Governance Guidelines provide that Board members must notify the Executive Chairman and the Chair of the Nominating and Corporate Governance Committee of any new board and/or committee memberships. In addition, our Corporate Governance Guidelines provide for an overboarding policy which limits the number of public company boards on which our directors may serve. The overboarding limit depends upon whether a director is an executive officer of a public company. In addition, service on other boards and/or committees must be consistent with our conflict of interest policy.

The Nominating and Corporate Governance Committee reviews and monitors external perspectives and trends on the appropriate number of public company boards on which directors may serve, including the proxy voting guidelines of our major stockholders and input from stockholder engagement discussions, voting policies of the major proxy advisory firms, corporate governance guidelines adopted by other public companies, board trends at peers and other significant public companies, and advice from outside advisors. We believe our overboarding policy aligns with the policies of a majority of our institutional stockholders.

The table below lists the other public company boards of directors, if any, on which our directors serve. All directors comply with our overboarding policy.

ANNUAL BOARD AND COMMITTEE SELF-EVALUATIONS

The Board recognizes that a thorough and robust evaluation process is an important element of corporate governance and enhances the effectiveness of the full Board and each committee. Therefore, we conduct annual Board and committee self-evaluations. Each year, the Nominating and Corporate Governance Committee oversees the evaluation process to ensure that the full Board and each committee conduct an assessment of their performance and solicit feedback for areas of improvement.

The primary objectives of our evaluation process are to:

As part of the evaluation, each director completes a written survey on an anonymous, unattributed basis that is designed to assess the Board’s performance and to solicit feedback for improving Board effectiveness. Additional feedback from directors is sought as well. Directors consider various topics related to Board composition, structure, effectiveness and responsibilities, as well as the overall mix of skills, experience, diversity and backgrounds represented on the Board. In addition, each Board committee conducts a similar evaluation to assess committee performance and effectiveness, the results of which are reviewed by the respective committees and reported to the Board. The Board meets in executive session to discuss the evaluation results, including input received from the committees. Following such discussion, the Board takes action, either directly or with the assistance of management, to implement changes as appropriate to address feedback and any areas of concern identified in the evaluation process.

Communications with the Board of Directors

The Board maintains a process for stockholders and interested parties to communicate with the Board. Stockholders and interested parties may contact our Board as provided below:

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

The Board has adopted a Code of Business Conduct and Ethics that applies to our officers, directors, and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote the following:

Any waiver of our Code of Business Conduct and Ethics may be made only by the Nominating and Corporate Governance Committee and will be promptly disclosed as required by law and NYSE rules. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K and applicable NYSE rules regarding amendments to or waivers from any provision of our Code of Business Conduct and Ethics by posting such information in the “Discover Century—Investors—Governance—Governance Documents” section of our website located at www.centurycommunities.com.

Complaint Procedures

We maintain procedures to receive, retain, and treat complaints regarding accounting, internal accounting controls, or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. A 24-hour, toll-free, confidential ethics hotline and a confidential web-based reporting tool are available for the submission of concerns regarding these and other matters by any employee. Concerns and questions received through these methods relating to accounting, internal accounting controls, or auditing matters are promptly brought to the attention of the Chair of the Audit Committee and are handled in accordance with procedures established by the Audit Committee. Complete information regarding our complaint procedures is contained within our Code of Business Conduct and Ethics, which is described above and may be accessed on our website as noted above.

INSIDER TRADING POLICY

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, among other insiders. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. Our insider trading policy is filed with the SEC as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024.

CommITTEE CHARTERS AND OTHER INFORMATION

The charters of all three of our standing Board committees, Corporate Governance Guidelines, Code of Business Conduct and Ethics, Restated Certificate of Incorporation and Amended and Restated Bylaws are available in the “Discover Century—Investors—Governance—Governance Documents” section of our website located at www.centurycommunities.com. The Board reviews each of these documents on an annual basis. Printed copies of any of these documents are available upon written request to Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Corporate Secretary.

EXECUTIVE OFFICERS

We have three executive officers: Dale Francescon, Robert J. Francescon, and J. Scott Dixon. Below is information regarding our current executive officers. There are no family relationships among any of our executive officers or directors, except for Dale Francescon and Robert J. Francescon, who are brothers.

Century has been jointly led by our Executive Chairman and CEO since our founding in 2002. Our Executive Chairman and CEO were the two founders of Century and share an aligned vision for the tone, direction and growth of the Company.

Dale Francescon   Age 72		Executive Chairman
		Dale Francescon has served as: ● Executive Chairman since January 2025; ● Co-Chief Executive Officer from August 2002 to January 2025; ● Chairman of the Board from April 2013 to January 2025; and ● Board member since April 2013.   Mr. Dale Francescon co-founded the Company and 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. He has successfully managed the Company, through 22 successive profitable years, in various economic cycles, from inception in August 2002 to the present.   Mr. Dale Francescon is licensed in the state of California as an attorney (inactive) and as 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.
Robert J. Francescon   Age 67		Chief Executive Officer and President
		Robert J. Francescon has served as: ● Chief Executive Officer since January 2025; ● Co-Chief Executive Officer from August 2002 to January 2025; ● President since April 2013; and ● Board member since April 2013.   Mr. Robert Francescon co-founded the Company and 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. He has successfully managed the Company, through 22 successive profitable years, in various economic cycles, from inception in August 2002 to the present.   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 received his B.S. in Business Administration from the University of Southern California.

PROPOSAL NO. 1:
ELECTION OF DIRECTORS

Board Size and Structure

Our Bylaws provide that the Board of Directors shall consist of one or more members, with the number to be determined from time to time by the Board. The Board has fixed the number of directors at seven, and we currently have seven directors serving on the Board.

Each director holds office for a term of one year or until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, disqualification, or removal.

Current Directors and Board Nominees

The Board currently consists of the following seven members:

Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board nominated each of our current seven directors named above for re-election at the Annual Meeting. The Board and the Nominating and Corporate Governance Committee believe that our current seven directors collectively have the expertise, experience, qualifications, attributes, and skills to effectively oversee the management of Century, 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 Century, a willingness to devote the necessary time to Board duties, a commitment to representing the best interests of Century and our stockholders, and a dedication to enhancing stockholder value. Five of our seven directors are independent within our director independence standards, which satisfy the NYSE listing standards for independence.

Each director elected at the Annual Meeting will serve a one-year term until Century’s next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal. Unless otherwise instructed, the proxy-holders will vote the proxies received by them for the seven nominees.

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

BOARD COMPOSITION MATRIX

The matrix below summarizes what the Board believes are desirable types of qualifications, skills, experiences 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

Information about Director Nominees

Set forth below are the names, ages, and positions of our current directors and director nominees as of the date hereof, and biographical information for each nominee. Also below is a summary of the specific qualifications, attributes, skills, expertise and experiences that led the Board to conclude that each nominee should serve on the Board at this time. There are no family relationships among any of our directors or executive officers, except for Dale Francescon and Robert J. Francescon, who are brothers.

Dale Francescon   Age 72   Director since 2013   Committees None		Background
		Dale Francescon has served as: ● Executive Chairman since January 2025; ● Co-Chief Executive Officer from August 2002 to January 2025; ● Chairman of the Board from April 2013 to January 2025; and ● Board member since April 2013.   Mr. Dale Francescon co-founded the Company and 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. He has successfully managed the Company, through 22 successive profitable years, in various economic cycles, from inception in August 2002 to the present. Mr. Dale Francescon is licensed in the state of California as an attorney (inactive) and as 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.   Qualifications   Mr. Dale Francescon, as a co-founder of Century, is qualified to serve as a director due to his significant familiarity with our history and day-to-day operations, his expertise in the homebuilding industry, and his more than 30 years of experience operating real estate companies. In addition, as a result of his role as Executive Chairman, Mr. Dale Francescon provides unique insight into our future strategies, opportunities, and challenges and serves as a unifying element between the Board and our management.
		Other Public Company Boards
		Current	Former - Past 5 Years
		None	None

Robert J. Francescon   Age 67   Director since 2013   Committees None		Background
		Robert J. Francescon has served as: ●   Chief Executive Officer since January 2025; ●   Co-Chief Executive Officer from August 2002 to January 2025; ●   President since April 2013; and ●   Board member since April 2013.   He co-founded the Company and 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. He has successfully managed the Company, through 22 successive profitable years, in various economic cycles, from inception in August 2002 to the present. He also has management experience working in a variety of financial institutions, including thrifts and the Federal Home Loan Mortgage Corporation. He received his B.S. in Business Administration from the University of Southern California.
		Qualifications
		Mr. Robert Francescon, as a co-founder of Century, is qualified to serve as a director due to his significant familiarity with our history and day-to-day operations, his management experience in various business enterprises, and his more than 30 years of experience as a senior executive within the homebuilding industry. In addition, as a result of his dual role as a director and Chief Executive Officer, Mr. Robert Francescon provides unique insight into our future strategies, opportunities and challenges and serves as a unifying element between the Board and our management.
		Other Public Company Boards
		Current	Former - Past 5 Years
		None	None

Elisa Zúñiga Ramírez   Age 56   Director since 2023   Independent   Committees ●     Audit		Background
		Elisa Zúñiga Ramírez has over 30 years of experience in institutional investing with a proven history of value creation. Until her retirement in 2020, she was a Principal and Senior Portfolio Manager at Segall Bryant & Hamill, an employee-owned asset manager with $25 billion of assets under management and was previously a Partner and Senior Portfolio Manager at Denver Investments LLC. In addition to her portfolio management responsibilities, Ms. Zúñiga Ramírez covered numerous sectors and industries, including Consumer Cyclicals and Homebuilders.   Today, Ms. Zúñiga Ramírez is contributing her finance, audit, ESG and governance expertise to public and private boards. Ms. Zúñiga Ramírez serves as Independent Director, Chair of the ESG Committee, and Audit Committee member of Peoples Financial Services Corporation, and as an Independent Director and Audit Committee member of the Trust for Professional Managers, a $28 billion U.S. Bancorp Master Series Trust. Additionally, she is a graduate of Boardbound by Women’s Leadership Foundation and is an NACD Certified Director.   Qualifications   Ms. Zúñiga Ramírez is qualified to serve as a director because of her extensive leadership experience within the institutional investing industry, her financial management expertise, including being a CFA charterholder, and her extensive experience with climate-related risk frameworks and standards.
		Other Public Company or Registered Investment Company Boards
		Current Peoples Financial Services Corporation Trust for Professional Managers	Former - Past 5 Years None

MAJORITY VOTE STANDARD AND RESIGNATION POLICY

Our Bylaws provide for a majority vote standard for uncontested director elections. Director nominees will be elected by a majority of the votes cast. A “majority of the votes cast” means that the number of votes cast “for” a director nominee exceeds the number of votes cast “AGAINST” such director nominee, with “abstentions” and “broker non-votes” not counted as a vote cast either “FOR” or “AGAINST” that nominee’s election. However, director nominees will be elected by a plurality of the votes cast in connection with a contested election, as defined in our Bylaws.

Pursuant to our Corporate Governance Guidelines, any incumbent director who is not elected to the Board in accordance with the Bylaws shall promptly tender a written offer of resignation as a director. The Nominating and Corporate Governance Committee will recommend to the Board whether to accept or reject the director’s resignation offer or take other action, and the Board will take action with respect to the offer no later than 90 days following certification of the election results and will publicly disclose its decision regarding the director’s resignation offer, if applicable, promptly thereafter. Any director whose resignation offer is under consideration will abstain from participating in any decision regarding that resignation offer.

Board Recommendation

The Board of Directors unanimously recommends that our stockholders vote “FOR” the election of Dale Francescon, Robert J. Francescon, Patricia L. Arvielo, John P. Box, Keith R. Guericke, James M. Lippman, and Elisa Zúñiga Ramírez to serve as members of the Board until the next annual meeting of stockholders and until their successors are duly elected and qualified.

The Board Recommends a Vote FOR Each Nominee for Director

PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Appointment

The Audit Committee has the sole authority and responsibility to hire, evaluate and, when appropriate, replace our independent registered public accounting firm, or independent auditor, and, in its capacity as a committee of the Board, is directly responsible for the appointment, compensation and general oversight of the work of the independent auditor. In this regard, the Audit Committee evaluates the qualifications, performance, and independence of our independent auditor and determines whether to re-engage the current auditor. As part of its evaluation, the Audit Committee considers, among other factors:

Upon consideration of these and other factors, the Audit Committee has appointed Ernst & Young LLP (E&Y) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025. E&Y has served as our independent auditor since 2013.

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

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.