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

(Amendment No.  )

Filed by the Registrant ☒ 

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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):

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

(303) 770-8300

FROM OUR EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

March 25, 2026

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; 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.

	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:

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.

Greenwood Village, Colorado 

March 25, 2026

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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 2025 Annual Report to Stockholders before voting.

2026 Annual Meeting OF STOCKHOLDERS

Century Communities, Inc. – 2026 Proxy Statement     1

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 16 states across the United States. We market and sell homes under both the Century Communities and Century Complete brands. As of December 31, 2025, 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.

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Our geographic expansion and business strategy have generated a diversified revenue base across a national footprint:

Since declaring quarterly cash dividends in 2021, we have increased our dividend each year, including most recently in February 2026 to $0.32 per share, up from $0.29 per share in 2025; have returned capital to our stockholders with stock repurchases, including $144 million in 2025; and increased book value per share each year since 2020.

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2025 BUSINESS HIGHLIGHTS

Despite a challenging environment, we performed well in 2025. Highlights of our achievements include:

FINANCIAL 

OPERATIONAL 

STRATEGIC 

*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

STOCKHOLDER ENGAGEMENT

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 directly informed changes to our executive compensation program, including LTI design, holding requirements, and pay levels.

During 2025, our management reached out to our top stockholders, representing 78% of our outstanding shares, and held meetings with all stockholders who expressed an interest in a meeting. Through these exchanges, we discussed various subjects, including our governance and executive compensation program.

Some of the actions we have taken in response to stockholder feedback during the past few years include:

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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	73	2013	No	N/A	0
Robert J. Francescon	68	2013	No	N/A	0
Patricia L. Arvielo	61	2021	Yes	Audit, Compensation, Nominating and Corporate Governance	0
John P. Box	79	2014	Yes	Audit, Compensation, Nominating and Corporate Governance (Chair)	0
Keith R. Guericke	77	2013	Yes*	Audit, Compensation, Nominating and Corporate Governance	1
James M. Lippman	68	2013	Yes	Audit, Compensation (Chair), Nominating and Corporate Governance	0
Elisa Zúñiga Ramírez	57	2023	Yes	Audit (Chair), Compensation, Nominating and Corporate Governance	2

*Lead Independent Director

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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.

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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		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

2025 EXECUTIVE COMPENSATION ACTIONS

For 2025, we had three named executive officers: our Executive Chairman, Chief Executive Officer and President (CEO), and Chief Financial Officer (CFO).

2025 compensation actions and incentive plan outcomes based on performance are summarized below:

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2027 ANNUAL MEETING OF STOCKHOLDERS

We anticipate that our 2027 Annual Meeting of Stockholders will be held on Wednesday, May 5, 2027. The following are important dates in connection with our 2027 Annual Meeting of Stockholders.

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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.

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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.

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, 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.

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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. The Audit Committee has primary responsibility for overseeing risks associated with the development and use of artificial intelligence (AI), including risks related to data protection, cybersecurity, regulatory compliance, ethical considerations, and potential reputational impact. Management provides periodic updates to the Committee regarding the Company’s use of AI technologies, applicable governance frameworks, and emerging regulatory developments.

The Company has established internal policies and controls designed to promote the responsible use of AI, including processes for evaluating new AI applications and monitoring associated risks. The Board and its committees receive information regarding these matters as part of the Company’s regular risk oversight processes.

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Each year for the last several years, 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. The Board also benefits from the experience of a director with formal cybersecurity certification and another director with cybersecurity experience as part of its overall risk oversight.

In the past five years, we have not experienced a material information security breach and have not incurred any net expenses related to information security breaches during this period. 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: Our people are essential to the execution of our strategy and to the long-term success of our business. We operate in a highly competitive and cyclical industry that depends on experienced leadership, skilled trades, and dedicated employees across a geographically diverse footprint. Accordingly, the Board of Directors and management place significant emphasis on attracting, developing, and retaining talent in a manner that supports operational continuity, disciplined growth, and effective risk management.

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Additional information regarding our people, culture, and workforce initiatives is available in our annual sustainability report, which is reviewed by the Board and its committees, as appropriate.

CORPORATE Sustainability: The Board of Directors has ultimate responsibility for oversight of matters related to corporate responsibility and sustainability. The Board has delegated primary oversight responsibility to the Nominating and Corporate Governance Committee, which coordinates with the Audit Committee and the Compensation Committee, as appropriate, on matters within their respective areas of responsibility.

The Board and management believe that a disciplined, business-focused approach to corporate responsibility and sustainability supports our mission, strengthens long-term performance, and aligns with the interests of stockholders.

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 the Compensation Committee with a comprehensive succession planning report on an annual basis. The report addresses the composition of the Company’s senior leadership team, including professional qualifications, tenure, and relevant 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. The Board considers leadership succession planning an important component of its broader oversight of strategy, continuity, and enterprise risk management, and believes the current structure is appropriate given the ongoing multi-year succession plan discussed below.

IMPLEMENTATION OF MANAGEMENT SUCCESSION PLAN

In furtherance of our management succession plan, the Board of Directors created an 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, effective as of January 1, 2025. In connection therewith, the Board of Directors elected Robert J. Francescon, the Company’s then current Co-Chief Executive Officer and President, as sole Chief Executive Officer and President, effective as of January 1, 2025.

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EXECUTIVE CHAIRMAN ROLE

The creation of the Executive Chairman role marks a transition 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 23 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 23 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 annually evaluates its leadership structure and believes the current Executive Chairman role appropriately supports the ongoing implementation of the Company’s management succession plan, alongside enhanced independent director oversight.

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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 who also serves on the Board, 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.

Our Corporate Governance Guidelines do not require an independent Chair of the Board, and under our Bylaws, the Chair of the Board may be an Executive Chairman 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 “—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:

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ll 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:

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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, our Executive Chairman and CEO, are independent directors under the standards established by the SEC and the NYSE and our Corporate Governance Guidelines which align with the SEC and NYSE standards. The Board determined that five out of seven of our directors, all of whom are our non-employee directors and consisting of Patricia L. Arvielo, John P. Box, Keith R. Guericke, James M. Lippman, and Elisa Zúñiga Ramírez, are independent directors under the SEC and NYSE rules and our Corporate Governance Guidelines. 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. None of our five independent directors is an immediate family member of any executive officer, a former executive officer of Century, or a significant stockholder of Century.

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.

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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 replaced Keith R. Guericke as Chair of the Audit Committee in March 2025 and was added to the other two standing Board committees in May 2025.

BoaRd and Board Committee Meetings; Attendance

The Board held five meetings during 2025. 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 2025. 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 2025 Annual Meeting of Stockholders held on May 7, 2025.

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Audit Committee

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Compensation Committee

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Nominating and Corporate Governance Committee

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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.

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.

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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.

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:

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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 five years.

While five of our directors have tenures exceeding 10 years, two of these directors are the Company’s founders—our Executive Chairman, Dale Francescon, and our CEO, Robert J. Francescon—whose tenure reflects their ongoing management roles rather than board entrenchment. The remaining three long-tenured directors have served since just prior to the Company’s initial public offering and bring substantial real estate industry experience, as well as deep institutional knowledge developed over their service on the Board. These directors’ experience is complemented by more recent additions and the Board’s ongoing refreshment efforts. The Board considers tenure, alongside skills, independence, and evolving Company needs, as part of its annual evaluation process and believes that the Company’s average director tenure of 9.4 years and average independent director tenure of 8.4 years reflect an appropriate balance of continuity and fresh perspectives.

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 2027 Annual Meeting of Stockholders” later in this proxy statement. 

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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 currently serve. All directors comply with our overboarding policy.

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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.

DIRECTOR ORIENTATION anD CONTINUING EDUCATION

Following appointment to the Board, we provide new director orientation to facilitate a seamless onboarding experience and to educate the new director about our business, strategy, risks, and key policies, as well as legal, compliance, and regulatory matters. The onboarding process includes a combination of written materials, presentations, and meetings with members of the Board and management, resulting in a highly interactive process.

In addition to regular meetings of the Board and its committees, we periodically offer educational sessions throughout the year for all directors on a variety of topics specific to our Company and the homebuilding industry. From time to time, external experts and facilitators may be invited to attend Board or committee meetings to discuss various issues relevant to the Company or the homebuilding industry. These experts bring an array of experience and perspectives and can foster dialogue among Board members.

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We also periodically provide directors with a list of director education programs. These programs are offered at various times during the year by well-regarded organizations and at various facilities and locations and cover a range of important issues facing directors of public companies. We reimburse directors for reasonable costs and expense incurred in attending relevant director educational programs.

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.

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. 

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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.

Robert J. Francescon    Age 68		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 23 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.

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J. Scott Dixon   Age 46		Chief Financial Officer
		J. Scott Dixon has served as our Chief Financial Officer since July 2024.   Prior to serving as Chief Financial Officer, Mr. Dixon served in the following roles at Century:  ●   Interim Chief Financial Officer from March 2024 to July 2024;  ●   Assistant Chief Financial Officer from May 2022 to March 2024;  ●   Chief Accounting Officer from November 2016 to May 2022; and  ●   Vice President of Accounting from November 2013 to November 2016.   Mr. Dixon has extensive experience in finance and accounting for real estate companies. His direct responsibilities are overseeing accounting, finance, capital markets and financial planning and analysis.   Prior to joining Century, Mr. Dixon worked in Ernst & Young’s Audit practice, most recently as a Senior Manager in the audit and assurance practice specializing in real estate.   Mr. Dixon holds a Master of Science degree in Accounting from the University of Virginia and a Bachelor of Science degree in Finance from the University of Denver. Mr. Dixon is also a Certified Public Accountant.

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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.

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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.

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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.

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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.

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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: