DEF 14A of Century Communities, Inc., Mar 27, 2024

DEF 14A of Century Communities, Inc.

Filed Mar 27, 2024 · FY20230001140361-24-015425

Open on EDGAR

  1. TABLE OF CONTENTS

    | Director | Age | Serving Since | Independent | Committees | Other Public Boards | | Dale Francescon(1) | 71 | 2013 | No(2) | N/A | 0 | | Robert J. Francescon | 66 | 2013 | No(2) | N/A | 0 | | Patricia L. Arvielo | 59 | 2021 | Yes | Audit, Compensation, Nominating and Corporate Governance | 0 | | John P. Box | 77 | 2014 | Yes | Audit, Compensation, Nominating and Corporate Governance | 0 | | Keith R. Guericke(1) | 75 | 2013 | Yes | Audit, Compensation, Nominating and Corporate Governance | 1 | | James M. Lippman | 66 | 2013 | Yes | Audit, Compensation, Nominating and Corporate Governance | 0 | | Elisa Zúñiga Ramírez | 55 | 2023 | Yes | Audit | 2 |

  2. TABLE OF CONTENTS

    | Pay Element | 2023 Actions | | Base Salary | ● No base salary increases for our Co-CEOs or former CFO occurred during 2023. | | Short-Term Incentive | ● The threshold, target and maximum short-term incentive award opportunities for 2023 were the same as in 2022 and were 175%, 350% and 700% of base salary, respectively, for our Co-CEOs and 125%, 250% and 500% of base salary, respectively, for our former CFO. ● Performance metrics were revenue (20%), EBITDA, as adjusted (60%), and closings (20%) for our Co-CEOs and former CFO. ● Actual performance exceeded maximum for all three performance metrics. | | Long-Term Incentives | ● The target long-term incentive award opportunities for 2023 were the same as in 2022 and were 500% of base salary for our Co-CEOs and 313% of base salary for our former CFO. ● Our 2023 long-term incentive program consisted of 100% performance share unit awards, which may vest and be paid out in shares of our common stock dependent upon the achievement of a cumulative adjusted pre-tax income goal for the years 2023-2025. All net shares issued in settlement of these PSU awards are subject to a one-year mandatory holding period. |

  3. TABLE OF CONTENTS

    | Pay Element | 2023 Actions | | | ● Our 2021 PSU awards were paid out at the maximum payout level, based on our 2021-2023 cumulative adjusted pre-tax income. | | Other Compensation Related Actions | ● Approximately 93% of votes cast at our 2023 Annual Meeting of Stockholders were in favor of our annual say-on-pay vote. |

  4. Overboarding policy

    | What We Heard | What We Did | | Increase stockholder influence over director elections. | We adopted a majority vote standard for uncontested director elections, with a director resignation policy, instead of a plurality vote standard. | | Increase Board gender diversity. | We added Elisa Zúñiga Ramírez and Patricia L. Arvielo to the Board of Directors in 2023 and 2021, respectively, and remain committed to including female candidates in our initial list of director candidates in future searches. | | Increase Board racial/ethnic diversity. | We considered racial/ethnic diversity in our recent searches for new directors and remain committed to including racially/ethnically diverse candidates in our initial list of director candidates in future searches. Elisa Zúñiga Ramírez and Patricia L. Arvielo are both Hispanic. | | Align the interest of directors and executive officers with those of stockholders. | We adopted stock ownership and retention guidelines applicable to our directors and NEOs to ensure that their interests would be closely aligned with those of our stockholders. All of our directors and NEOs are in compliance with our stock ownership guidelines. We also adopted an anti-hedging/pledging policy. Dale Francescon and Robert J. Francescon beneficially own 6.1% and 5.2%, respectively, of our outstanding common stock, and together beneficially own 11.3% of our outstanding common stock. | | Emphasize long-term incentives. | Our long-term incentive program provides for significant LTI opportunities for our executives, which for 2023 constituted 53% of our Co-Chief Executive Officer target total direct compensation and 47% for our former Chief Financial Officer, and comprised of 100% performance share unit awards, which have a three-year performance period and then a one-year holding period on the shares issued in settlement of the PSU awards. | | Emphasize performance-based compensation elements. | 90% of our Co-CEO target compensation and 85% of our former CFO target compensation for 2023 is performance-based. |

  5. Overboarding policy

    | Century Communities, Inc. – 2024 Proxy Statement | 30 |

  6. Overboarding policy

    | What We Heard | What We Did | | Increase disclosure on corporate governance and executive compensation. | Each year, we have increased and improved our corporate governance and executive compensation disclosure, with an eye towards transparency and readability. | | Ensure the recovery of incentive compensation based on incorrect calculations that resulted in a financial restatement. | In 2023, we strengthened our clawback policy to provide for a mandatory clawback of incentive compensation paid to current and former executives under certain circumstances. |

  7. Overboarding policy

    ANNUAL BOARD AND COMMITTEE SELF-EVALUATIONS The Board recognizes that a thorough evaluation process is an important element of corporate governance and enhances the effectiveness of the full Board and each committee. Therefore, it is our policy to 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. Evaluations include a variety of survey questions to which directors assign a score. Additional feedback from directors is sought as well. The evaluation results are then aggregated and shared with and discussed by the full Board and each committee. 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:

  8. Overboarding policy

    | | | | | | WRITE | CALL | EMAIL | ATTEND | | Corporate Secretary Century Communities, Inc. 8390 E. Crescent Pkwy. Suite 650 Greenwood Village, CO 80111 | Investor Relations 303-268-8398 | investorrelations@ centurycommunities.com | Annual Meeting of Stockholders Wednesday, May 8, 2024 Hyatt Regency Denver Tech Center |

  9. Overboarding policy

    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:

  10. Overboarding policy

    | ● | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; |

  11. Overboarding policy

    | ● | full, fair, accurate, timely, and understandable disclosure in our communications with and reports to our stockholders, including reports filed with the SEC, and other public communications; |

  12. Overboarding policy

    | Century Communities, Inc. – 2024 Proxy Statement | 31 |

  13. Overboarding policy

    | ● | compliance with applicable governmental laws, rules, and regulations; |

  14. Overboarding policy

    | ● | prompt internal reporting of violations of the code to appropriate persons identified in the code; and |

  15. Overboarding policy

    | ● | accountability for adherence to our Code of Business Conduct and Ethics. |

  16. Overboarding policy

    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. 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.

  17. Overboarding policy

    | Century Communities, Inc. – 2024 Proxy Statement | 32 |

  18. Overboarding policy

    EXECUTIVE OFFICERS We have three executive officers: Dale Francescon, Robert J. Francescon, and J. Scott Dixon, who was elected as our Interim Chief Financial Officer effective March 22, 2024 to succeed David L. Messenger who voluntarily resigned as our Chief Financial Officer effective March 22, 2024. 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 Co-Chief Executive Officers since our founding in 2002. The Board of Directors views this executive structure as optimal for our Company and not a temporary, transitional or duplicative arrangement. Our Co-Chief Executive Officers were the two founders of Century and share an aligned vision for the tone, direction and growth of the Company.

  19. Overboarding policy

    | Dale Francescon Age 71 | Chairman of the Board and Co-Chief Executive Officer Dale Francescon has served as: ● Co-Chief Executive Officer since August 2002; and ● Chairman of the Board 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 21 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. |

  20. Overboarding policy

    | Robert J. Francescon Age 66 | Co-Chief Executive Officer and President Robert J. Francescon has served as: ● Co-Chief Executive Officer since August 2002; ● 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 21 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. |

  21. Overboarding policy

    | Century Communities, Inc. – 2024 Proxy Statement | 33 |

  22. Overboarding policy

    | J. Scott Dixon Age 44 | Interim Chief Financial Officer J. Scott Dixon has served as our Interim Chief Financial Officer since March 2024. Prior to serving as Interim Chief Financial Officer, Mr. Dixon served in the following roles at Century: ● 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, risk management, and financial planning and analysis. Prior to joining the Company, 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. |

  23. Overboarding policy

    | Century Communities, Inc. – 2024 Proxy Statement | 34 |

  24. Overboarding policy

    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:

  25. Overboarding policy

    | Name | Age | Position with the Company | | Dale Francescon | 71 | Chairman of the Board and Co-Chief Executive Officer | | Robert J. Francescon | 66 | Co-Chief Executive Officer, President and Director | | Patricia L. Arvielo | 59 | Independent Director | | John P. Box | 77 | Independent Director | | Keith R. Guericke | 75 | Independent Director | | James M. Lippman | 66 | Independent Director | | Elisa Zúñiga Ramírez | 55 | Independent Director |

  26. Overboarding policy

    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.

  27. Overboarding policy

    | Century Communities, Inc. – 2024 Proxy Statement | 35 |

  28. Overboarding policy

    Information about Director Nominees Set forth below are the names, ages, and positions of our current directors and director nominees as of March 11, 2024, 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.

  29. Overboarding policy

    | Dale Francescon Age 71 Director since 2013 Committees None | Background Dale Francescon has served as: ● Co-Chief Executive Officer since August 2002; and ● Chairman of the Board 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 21 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 dual role as Chairman of the Board and Co-Chief Executive Officer, 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 | Past 5 Years | | | None | None |

  30. Overboarding policy

    | Century Communities, Inc. – 2024 Proxy Statement | 36 |

  31. Overboarding policy

    | Robert J. Francescon Age 66 Director since 2013 Committees None | Background | | | | Robert J. Francescon is our Co-Chief Executive Officer and President. He has served as: ● Co-Chief Executive Officer since August 2002 ● 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 21 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 Co-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 | Past 5 Years | | | None | None |

  32. Overboarding policy

    | Patricia L. Arvielo Age 59 Director since 2021 Independent Committees ● Audit ● Compensation ● Nominating and Corporate Governance | Background Patricia L. Arvielo is President and Co-Founder of New American Funding (one of the largest independent mortgage companies in the U.S.), a position she has held since 2003. She leads the company’s sales and operations efforts. She is an award-winning entrepreneur and adviser on several committees, including the Mortgage Bankers Association, the National Association of Hispanic Real Estate Professionals, and the Housing Counseling Federal Advisory Committee. At New American Funding, she founded the Latino Focus and New American Dream initiatives to identify and address challenges Hispanic and Black consumers face in their pursuit of homeownership and to enhance the quality of their lending experience. She frequently visits Washington, D.C. to lobby for the industry and homeowners, is a popular keynote speaker for mortgage events across the nation and was recognized by Ernst & Young as the 2016 EY Entrepreneur of The Year® Orange County. Qualifications Ms. Arvielo is qualified to serve as a director because of her vast knowledge of and experience within the real estate industry, her track record of successful execution, and her leadership within diverse communities. As a first-generation Hispanic American, Ms. Arvielo champions diversity, equity and inclusion. Other Public Company Boards | | | | Current | Past 5 Years | | | None | Western Alliance Bancorporation |

  33. Overboarding policy

    | Century Communities, Inc. – 2024 Proxy Statement | 37 |

  34. Overboarding policy

    | John P. Box Age 77 Director since 2014 Independent Committees ● Audit ● Compensation ● Nominating and Corporate Governance | Background John P. Box is regional chairman of Newmark Group, Inc. (a world leader in commercial real estate, seamlessly powering every phase of the property life cycle), a position he has held since January 2013. Prior to this role, he held the following positions: ● President and Chief Executive Officer and owner of the Frederick Ross Company (the largest locally-owned commercial real estate service business in Colorado) from 1988 through 2012 during which the company diversified into several independent operating divisions and was active in commercial brokerage, consulting, and property management. ● Chief Executive Officer and principal owner of ARA (Apartment Realty Advisors, Denver’s largest apartment building and multifamily land brokerage company) from 2002 through 2014. Mr. Box was recognized as honorary dean for 2002 by the University of Denver Franklin L. Burns School of Real Estate and Construction Management, and in 2001, he was awarded the 2000 NAIOP President’s Award for contributions to the real estate community. Earlier in his career, he was recognized four times by the Denver Board of REALTORS® as the recipient of the top commercial sales award for achieving the highest personal sales volume in the Denver area. Mr. Box served as Board Chair from 2004 to 2010 for Regis University and currently serves as a life trustee and is a former board chair of ONCOR International, a worldwide affiliation of real estate companies. Qualifications Mr. Box is qualified to serve as a director because of his extensive leadership within the real estate industry, his relationships with many executives at real estate companies, and his proven ability to successfully grow and diversify a real estate business. | | | | Other Public Company Boards | | | | Current | Past 5 Years | | | None | None |

  35. Overboarding policy

    | Keith R. Guericke Age 75 Director since 2013 Independent Committees ● Audit ● Compensation ● Nominating and Corporate Governance | Background Keith R. Guericke has served vice chairman of Essex Property Trust, Inc. (Essex) since 2002 and a director of Essex since June 1994. From 1988 through 2010, he served as President and Chief Executive Officer of Essex, retiring in January 2011. He joined Essex’s predecessor, Essex Property Corporation, in 1977 to focus on investment strategies and portfolio expansion, and prepared Essex for its initial public offering in 1994, and since then has overseen the significant growth of the Essex multifamily portfolio in supply-constrained markets along the West Coast. Prior to joining Essex, he began his career with Kenneth Leventhal & Company (a certified public accounting firm noted for its real estate expertise). Qualifications Mr. Guericke is qualified to serve as a director because of his extensive leadership experience at a publicly traded company, his expansive knowledge of the real estate industry, his strong relationships with many executives at real estate companies throughout the United States, and his expertise in accounting and finance. Other Public Company Boards | | | | Current | Past 5 Years | | | Essex Property Trust, Inc. | None |

  36. Overboarding policy

    | Century Communities, Inc. – 2024 Proxy Statement | 38 |

  37. Overboarding policy

    | James M. Lippman Age 66 Director since 2013 Independent Committees ● Audit ● Compensation ● Nominating and Corporate | Background | | | | James M. Lippman founded JRK Property Holdings (JRK) in 1991 and currently serves as its Chairman and Founder and prior to February 2023 served as its Chief Executive Officer. From an initial purchase of five multifamily properties, JRK has grown to a national leader in the commercial real estate sector. In 2011, JRK was featured as the 25th largest Multifamily Owner and Manager in the United States by the National Multifamily Housing Council and ranked 27th in the nation by Multifamily Executive Magazine. Mr. Lippman is actively involved with Cedar-Sinai Medical Center, where he serves as Chairman of the Board. Mr. Lippman currently serves on the board of trustees of Union College. He also worked on Wall Street for many years, where he traded equities, options, and commodities for proprietary investment accounts. Qualifications Mr. Lippman is qualified to serve as a director because of his extensive leadership experience within the real estate industry, his financial management expertise, and his extensive contacts with senior real estate executives throughout the United States. Other Public Company Boards | | | | Current | Past 5 Years | | | None | None |

  38. Overboarding policy

    | Elisa Zúñiga Ramírez Age 55 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 $15 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 | Past 5 Years None |

  39. Overboarding policy

    | Century Communities, Inc. – 2024 Proxy Statement | 39 |

  40. MAJORITY VOTE STANDARD AND RESIGNATION POLICY

    | What We Do | | What We Don’t Do | | | | Structure our executive officer compensation so it is competitive and a significant portion of pay is at risk | | No guaranteed salary increases | | | Emphasize long-term performance in our equity-based incentive awards | | No guaranteed bonuses | | | Use a mix of performance measures and caps on payouts | | 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 | | | Maintain a clawback policy | | No pledging of Century securities | | | Hold an annual say-on-pay vote | | No repricing of stock options |

  41. 2023 Compensation Actions and Outcomes

    | Pay Element | 2023 Actions | | Base Salary | ● No base salary increases for our Co-CEOs or former CFO occurred during 2023. | | Short-Term Incentive | ● The threshold, target and maximum short-term incentive award opportunities for 2023 were the same as in 2022 and were 175%, 350% and 700% of base salary, respectively, for our Co-CEOs and 125%, 250% and 500% of base salary, respectively, for our former CFO. ● Performance metrics were revenue (20%), EBITDA, as adjusted (60%), and closings (20%) for our Co-CEOs and former CFO. ● Actual performance exceeded maximum all three performance metrics: |

  42. 2023 Compensation Actions and Outcomes

    | | * Non-GAAP financial measure. See page 101 for calculation. | | Long-Term Incentives | ● The target long-term incentive award opportunities for 2023 for our Co-CEOs and former CFO were the same as in 2022. ● Our 2023 long-term incentive program consisted of 100% performance share unit awards, which may vest and be paid out in shares of our common stock dependent upon the achievement of a cumulative adjusted pre-tax income goal for the years 2023-2025. ● All net shares issued in settlement of the PSU awards are subject to a one-year mandatory holding period. ● Our NEOs received a PSU payout in February 2024 under our 2021 PSU awards based on the achievement, at maximum payout level, of a previously established adjusted pre-tax income performance goal for the three-year period ended December 31, 2023: |

  43. 2023 Compensation Actions and Outcomes

    | What We Heard | What We Did | | Align the interest of executive officers with those of stockholders. | We adopted stock ownership and retention guidelines to ensure that the interests of our NEOs would be closely aligned with those of our stockholders. All NEOs are in compliance with our guidelines. We also adopted an anti-hedging/pledging policy. Dale Francescon and Robert J. Francescon beneficially own 6.1% and 5.2%, respectively, of our outstanding common stock, and together beneficially own 11.3% of our outstanding common stock. | | Emphasize long-term incentives. | Our long-term incentive program provides for significant LTI opportunities for our executives, which for 2023 constituted 53% of our Co-CEOs target total direct compensation and 47% for our former CFO, and comprised of 100% performance share unit awards, which have a three-year performance period and then a one-year holding period on the shares issued in settlement of the PSU awards. | | Emphasize performance-based compensation. | 90% of our Co-CEO target compensation and 85% of our former CFO target compensation for 2023 is performance-based compensation. |

  44. 2023 Compensation Actions and Outcomes

    | What We Heard | What We Did | | Increase disclosure on executive compensation, including long-term incentives and stock ownership. | Each year, we have increased and improved our executive compensation disclosure, with an eye towards transparency and readability. Our Compensation Discussion and Analysis reflects these increased disclosures. | | Ensure the recovery of incentive compensation based on incorrect calculations that resulted in a financial restatement. | In 2023, we strengthened our clawback policy to provide for a mandatory clawback of incentive compensation paid to current and former executives under certain circumstances. |

  45. 2023 Compensation Actions and Outcomes

    | What We Do | What We Don’t Do | | Structure our executive officer compensation so it is competitive and a significant portion of pay is at risk | No guaranteed salary increases | | Emphasize long-term performance in our equity-based incentive awards | No guaranteed bonuses | | Use a mix of performance measures and caps on payouts | No excessive perquisites | | Maintain a clawback policy | No current payment of dividends on unvested awards | | Require a double-trigger for equity acceleration upon a change of control | No repricing of stock options | | Have robust stock ownership guidelines and stock retention requirements for executive officers | No short sales or derivative transactions in Century stock, including hedges | | Require minimum vesting periods on equity awards | No pledging of Century securities | | Hold an annual say-on-pay vote | No excise or other tax gross-ups |

  46. 2023 Compensation Actions and Outcomes

    | Element | Key Characteristics | Purpose | Key 2023 Changes | | Base Salary (Fixed, Cash) | A fixed amount that is paid in cash periodically throughout the year and reviewed annually and, if appropriate, adjusted. | Provides a source of fixed income that is market competitive and reflects scope and responsibility of the position held. | No changes. | | Short-Term Incentive (STI) (Variable, Cash) | A variable, short-term element of compensation that is payable in cash, based on achievement of key pre-established annual corporate financial goals, and sometimes for our CFO, individual goals. | Motivates and rewards our executives for achievement of annual financial and other goals intended to achieve our annual business plan objectives. | The threshold, target and maximum STI opportunities for our NEOs were the same as in 2022. | | Long-Term Incentives (LTI) (Variable, Performance Share Unit or Restricted Stock Unit Awards) | A variable, long-term element of compensation that is provided either solely in PSU awards or a mix of PSU awards and time-vested restricted stock unit (RSU) awards. The PSU awards vest and are paid out in shares of our common stock on a one-for-one basis upon the achievement of a three-year cumulative performance goal. RSU awards, if granted, are based on target levels of achievement and vest in three equal annual installments. Net shares issued in settlement of the PSU awards are subject to a one-year mandatory holding period. | Aligns the interests of our executives with our stockholders; encourages our executives to focus on long-term company financial performance measures that are deemed strategically and operationally important to our Company; promotes retention of our executives; and encourages significant ownership of our common stock. | Our LTI program consisted of 100% PSU awards, with the LTI opportunities for our NEOs remaining the same as in 2022. | | Perquisites | Includes an automobile and cell phone allowance, term life insurance, and aircraft time sharing arrangements. | Assists in allowing our executives to more efficiently utilize their time and support them in effectively contributing to our Company success. | No changes. | | Retirement Benefits | Includes a qualified defined contribution retirement plan with a discretionary Company match. | Provides an opportunity for employees to save and prepare financially for retirement. | No changes. |

  47. Short-Term Incentive – Annual Cash Bonus

    Short-Term Incentive – Annual Cash Bonus Purpose: Our short-term incentive, or annual cash bonus program, is designed to reward the achievement of specific annual financial and operational objectives. Annual cash bonuses are designed to incentivize our NEOs at a variable level of compensation based on Century’s performance. Competitive Positioning: Our strategy has been to target short term incentives at a point between the median and 75th percentile of actual peer payouts, depending on our prior year performance. Short term incentive amounts greater than target can be earned for actual performance above target and amounts less than target can be earned for performance below target. 2023 STI Awards: For 2023, the threshold, target and maximum STI opportunities for our NEOs were the same as in 2022 and were as follows:

  48. Short-Term Incentive – Annual Cash Bonus

    | Named Executive Officer | Threshold | Target | Maximum | | Dale Francescon | 175% of target | 350% of base salary | 700% of target | | Robert J. Francescon | 175% of target | 350% of base salary | 700% of target | | David L. Messenger | 125% of target | 250% of base salary | 500% of target |

  49. Short-Term Incentive – Annual Cash Bonus

    The performance metrics that applied for the 2023 STI plan were as follows, which represent no change from last year, except that our former CFO did not have an individual performance component. The 2023 STI performance metrics emphasize profitability and specifically adjusted EBITDA over revenue.

  50. Short-Term Incentive – Annual Cash Bonus

    | 2023 Performance Goals | | 60% EBITDA, as adjusted 20% revenue 20% closings |

  51. Short-Term Incentive – Annual Cash Bonus

    In considering the performance metrics that should apply in calculating STI awards for 2023, the Compensation Committee determined that the performance metrics should be based on overall Company performance as opposed to individual performance. Similar to 2022, the Compensation Committee again determined that the most important measure of Company success continued to be EBITDA, as adjusted, revenue and number of closings, but emphasized profitability and specifically adjusted EBITDA over revenue and closings, resulting in adjusted EBITDA having a higher weighting than revenue and closings.

  52. Short-Term Incentive – Annual Cash Bonus

    | Century Communities, Inc. – 2024 Proxy Statement | 57 |

  53. Short-Term Incentive – Annual Cash Bonus

    In determining the 2023 goals for each STI performance metric, the Compensation Committee set the target performance goal at the same level as our 2023 annual business plan and set threshold and maximum performance goals at 10% below target and 10% above target, respectively. In establishing the 2023 annual business plan, the Board of Directors considered a variety of factors, including the Company’s results for the recently completed full year 2022, the then current homebuilding environment and the expected difference between the two years. The Board of Directors ultimately approved a 2023 business plan that was below 2022 actual levels for revenues, EBITDA, as adjusted, and closings, since 2022 had been positively impacted by the unprecedented low interest rate environment and record selling prices for our homes in the first half of the year, which dynamics were not anticipated to repeat during 2023. By setting the performance goals consistent with the annual business plan, the Compensation Committee believes executives are appropriately challenged and aligned with the Company’s goals. In approving the target for the EBITDA, as adjusted, performance metric for 2023, the Compensation Committee recognized that although the target EBITDA, as adjusted, performance metric for 2023 was below 2022’s actual EBITDA, as adjusted, performance, the Compensation Committee believed it was nonetheless sufficiently challenging and rigorous given the analysis undertaken by the Board of Directors in establishing the 2023 business plan. It is the view of the Compensation Committee that it is appropriate to tie annual performance targets for a year to the annual business plan for that year and therefore only exceed prior year performance if the annual business plan reflects a targeted growth over the prior year. As in past years, if the threshold level for a performance metric was not achieved, then no payout would be made with respect to that metric. The performance metrics, and the performance levels attached to each, as well as actual performance, are reflected in the following table. Actual performance exceeded maximum for all three performance metrics.

  54. Short-Term Incentive – Annual Cash Bonus

    | Performance Metric | Threshold | Target | Maximum | Actual | | EBITDA, as adjusted(1) | $235.2 million | $261.3 million | $287.4 million | $431.3 million | | Revenue | $2.7 billion | $3.0 billion | $3.3 billion | $3.7 billion | | Closings | 6,937 | 7,708 | 8,479 | 9,568 |

  55. Short-Term Incentive – Annual Cash Bonus

    | (1) This is a non-GAAP financial measure. EBITDA, as adjusted, is calculated by excluding interest expense, interest in cost of home sales revenue, income tax expense, depreciation, amortization, executive bonuses, the impact of new markets, severance costs, impairments, loss on debt extinguishment and certain other nonrecurring items from net income, as applicable for the year. |

  56. Short-Term Incentive – Annual Cash Bonus

    The table below shows the various levels of payout and the actual level of payout for STI cash awards made in February 2024 for each of our NEOs for 2023 performance.

  57. Short-Term Incentive – Annual Cash Bonus

    | Named Executive Officer | Threshold Payout ($) | Target Payout ($) | Maximum Payout ($) | Actual Payout ($) | | Dale Francescon | 1,750,000 | 3,500,000 | 7,000,000 | 7,000,000 | | Robert J. Francescon | 1,750,000 | 3,500,000 | 7,000,000 | 7,000,000 | | David L. Messenger | 937,500 | 1,875,000 | 3,750,000 | 3,750,000 |

  58. Long-Term Incentives – 2023-2025 LTI Program

    Long-Term Incentives – 2023-2025 LTI Program Purpose: Our long-term incentive program is designed to reward NEOs for the achievement of specific financial objectives, recognize their efforts on our behalf over an extended period of years, and provide an additional incentive and retention element to their overall compensation package. Our LTI program is also intended to align the interests of our executives with our stockholders.

  59. Long-Term Incentives – 2023-2025 LTI Program

    | Century Communities, Inc. – 2024 Proxy Statement | 58 |

  60. Long-Term Incentives – 2023-2025 LTI Program

    Competitive Positioning: Our strategy has been to target long term incentives at a point higher than the median of actual peer grants, and as much as the 75th percentile or more, depending on performance. The Compensation Committee believes that amounts greater than market median are warranted in light of the fact that the Company’s long term incentive grants have been performance vested only, while most peers utilize significant amounts of time vested equity. Long term incentive amounts greater than target can be earned for actual performance above target and amounts less than target can be earned for performance below target. Timing. Our annual LTI grant typically occurs in March after Board approval of our annual business plan. In certain years, Board approval of the annual business plan occurs at a later or earlier point in the year in which case then the annual LTI grant is either made at such meeting or shortly thereafter. We have no practice or policy of coordinating or timing the release of company information around our grant dates. We have not typically granted equity compensation to our NEOs outside of our annual LTI award cycle. LTI Awards and Plan Mechanics: Our LTI program for 2023 consisted of 100% PSU awards, which we utilize to increase the percentage of performance-based compensation provided to our executives and align their compensation with the interests of our stockholders. The PSU awards were granted under the Century Communities, Inc. 2022 Omnibus Incentive Plan and represent the right to receive Century common stock upon vesting. The PSU awards will vest and be paid out upon the achievement of a cumulative adjusted pre-tax income goal over three years. Once paid out, the net shares underlying the PSU awards will be subject to a mandatory one-year holding period. 2023-2025 LTI Award Opportunity: For the 2023-2025 LTI awards, the Compensation Committee first determined a target LTI value for each executive based on a percentage of base salary and then delivered 100% of this value in PSU awards, assuming target performance. The target LTI award opportunity was 500% of base salary for each of our Co-CEOs and approximately 313% of base salary for our former CFO for 2023, which, in each case, was the same as the target LTI award opportunity from the prior year.

  61. Long-Term Incentives – 2023-2025 LTI Program

    | | Performance-based (100%) | | | | | Named Executive Officer | Threshold (50%) | Target (100%) | Above Target (200% for Co-CEOs and 150% for former CFO) | Maximum (250% for Co-CEOs and 200% for former CFO) | | Dale Francescon | 38,011 shares | 76,023 shares ($5,000,000) | 152,045 shares | 190,056 shares | | Robert J. Francescon | 38,011 shares | 76,023 shares ($5,000,000) | 152,045 shares | 190,056 shares | | David L. Messenger(1) | 17,865 shares | 35,731 shares ($2,350,000) | 53,596 shares | 71,461 shares |

  62. Long-Term Incentives – 2023-2025 LTI Program

    | (1) As a result of Mr. Messenger’s voluntary resignation, effective March 22, 2024, all of his unvested PSU awards terminated. |

  63. Long-Term Incentives – 2023-2025 LTI Program

    2023-2025 LTI Award Performance Goals: The threshold, target, above target, and maximum adjusted pre-tax income goals for the 2023-2025 LTI awards that were established by the Committee at the time of grant are maintained by us as proprietary and confidential. The Committee believes that disclosure of these specific performance goals would represent competitive harm to us as such goals are not publicly disclosed and are competitively sensitive.

  64. Long Term Incentives – 2021-2023 LTI Payouts

    Long Term Incentives – 2021-2023 LTI Payouts For the 2021 to 2023 performance period, goals were established and PSU awards were granted in mid-March 2021 taking into consideration the national housing market and the U.S. macroeconomic environment at that time, the anticipated effect of the then COVID-19 pandemic on our business and our financial and operational performance for January and February 2021. The “threshold” adjusted pre-tax income goal was based on 2020 actual results. The “target” goal was based on 10% growth from the 2020 results for three years; the “above target” goal was based on 20% growth from the 2020 results for three years and the “maximum” goal was based on 30% growth from the 2020 results for three years.

  65. Long Term Incentives – 2021-2023 LTI Payouts

    | Century Communities, Inc. – 2024 Proxy Statement | 59 |

  66. Long Term Incentives – 2021-2023 LTI Payouts

    For the 2021 to 2023 performance period, we achieved adjusted pre-tax income of $1,766.9 million, exceeding the maximum level of performance. This was due to our unprecedented record performance across nearly all metrics in each year during the performance period and the strong rebound experienced by the U.S. housing market. Based on this result, the 2021 to 2023 payout was at the maximum performance level. Accordingly, our Co-CEOs each received 69,326 shares and our former CFO received 24,958 shares under the 2021-2023 LTI program which shares were approved for payout upon the Compensation Committee’s certification of performance against the pre-established goal at its meeting on February 7, 2024. The net shares received by our Co-CEOs and former CFO are subject to a one-year mandatory holding period. A summary of the PSU awards paid out to our named executive officers for the 2021 to 2023 performance period, and the value realized on vesting for those awards, can be found in the Option Exercises and Stock Vested During 2023 table on page 69 in the “Number of Shares Acquired on Vesting” and “Value Realized on Vesting” columns, respectively. The table below outlines the performance goal, as well as threshold, target, above target, and maximum adjusted pre-tax income goals that were established by the Committee at the time of grant, along with actual performance, for the 2021 to 2023 PSU awards.

  67. Long Term Incentives – 2021-2023 LTI Payouts

    | Metric | Threshold | Target | Above Target | Maximum | Actual (Maximum) | | Adjusted pre-tax income(1) | $831.5 mil. | $914.6 mil. | $997.8 mil. | $1,080.9 mil. | $1,766.9 mil. |

  68. Long Term Incentives – 2021-2023 LTI Payouts

    | (1) This is a non-GAAP financial measure. Adjusted pre-tax income is calculated by excluding executive bonus expense, loss from debt extinguishment, impairments, abandonment of land contracts, discontinued operations and certain other nonrecurring expenses from net income before income taxes, as applicable during any particular year. |

  69. Long Term Incentives – 2021-2023 LTI Payouts

    The performance levels above correspond to the share amounts listed in the table below.

  70. Long Term Incentives – 2021-2023 LTI Payouts

    | Named Executive Officer | Threshold (50%) | Target (100%) | Above Target (200% for Co- CEOs/150% for former CFO) | Maximum (250% for Co- CEOs/200% for former CFO) | | Dale Francescon | 13,865 shares | 27,731 shares | 55,461 shares | 69,326 shares | | Robert J. Francescon | 13,865 shares | 27,731 shares | 55,461 shares | 69,326 shares | | David L. Messenger | 6,239 shares | 12,479 shares | 18,718 shares | 24,958 shares |

  71. Other Benefits

    Employment Agreements, SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS, and POST-TERMINATION RESTRICTIONS The compensation paid to our NEOs is governed, in part, by written employment agreements with them, which are described below under “Executive Compensation—Employment and Other Agreements.” The purpose of these agreements is to define the essential terms of these executives’ employment relationships in a manner that will protect our business and other interests and the interests of the executive, including in the event his employment is terminated upon certain events. The severance provisions in the agreement are intended to induce these executives to continue employment with our Company and to retain them and provide consideration to them for certain restrictive covenants that apply following a termination of employment. Additionally, we entered into these agreements because they provide us valuable protection by subjecting these executives to restrictive covenants that prohibit the disclosure of confidential information during and following their employment and limit their ability to engage in competition with us or otherwise interfere with our business relationships following a termination of their employment. The receipt of any severance by these executives is conditioned upon his execution of a release of claims. To encourage continuity, stability, and retention when considering the potential disruptive impact of an actual or potential corporate transaction, we have established change in control arrangements, including provisions in our employment agreements with our NEOs. These provisions provide our NEOs certain payments and benefits in the event of a termination of their employment in connection with a change in control. These additional payments and benefits will not be triggered just by a change in control, but require a termination event not within the control of the executive, and thus are known as “double trigger” change in control arrangements. These “double trigger” change in control protections are intended to induce executives to accept or continue employment with our Company, provide consideration to executives for certain restrictive covenants that apply following termination of employment, and provide continuity of management in connection with a threatened or actual change in control transaction. If the employment of one of our NEOs is terminated by Century without cause or by him for good reason within 24 months following or in the case of our Co-CEOs, within six months preceding, a change in control, the executive will be entitled to receive a severance payment and certain benefits. The receipt of any severance is conditioned upon the executive’s execution of a release of claims. We believe these change in control arrangements with our NEOs are an important part of our executive compensation program in part because they mitigate some of the risk for executives working in a smaller public company where there is a meaningful likelihood that the company may be acquired. Change in control benefits are intended to attract and retain qualified executives who, absent these arrangements and in anticipation of a possible change in control of our Company, might consider seeking employment alternatives to be less risky than remaining with our Company through the transaction. We believe that relative to our Company’s overall value, our potential change in control benefits are relatively small and are aligned with current peer company practices. Risk Assessment As a result of our assessment on risk in our compensation programs, we concluded that our compensation policies, practices, and programs and related compensation governance structure work together in a manner so as to encourage our executives (and other employees) to pursue growth strategies that emphasize stockholder value creation, but not to take unnecessary or excessive risks that could threaten the value of our Company. For more information on this assessment, see the discussions under “Executive Compensation—Compensation Risk Assessment.”

  72. Other Benefits

    Clawback Policy In 2023, we strengthened our clawback policy to provide for a mandatory clawback of incentive compensation paid to current and former executives under certain circumstances in the event a financial metric used to determine the vesting or payment of incentive compensation to an executive was calculated incorrectly and resulted in a financial restatement. This policy complies with recent SEC rule changes and NYSE rule changes. ANTI-HEDGING AND ANTI-PLEDGING Policy Our insider trading policy prohibits certain of our employees, including our NEOs, from engaging in any hedging transactions, short sales, transactions in publicly traded options, such as puts, calls and other derivatives, or short-term trading. Our insider trading policy also prohibits certain of our employees, including our NEOs from pledging our common stock. Our anti-hedging and pledging policy is described later in this proxy statement under “Executive Compensation—Anti-Hedging and Pledging Policy.” Tax CONSIDERATIONS Code Section 162(m) imposes an annual deduction limit of $1 million on the amount of compensation paid to each “covered employee,” which includes our named executives. Compensation paid to our named executive officers over this limit is nondeductible. While the Compensation Committee considers tax deductibility as one of many factors in determining executive compensation, we will continue to structure our executive compensation program so that a significant portion of total executive compensation is linked to the performance of our Company even though amounts in excess of the Code Section 162(m) limit are not deductible. Competitive Considerations and Use of Market Data We strive to compensate our executive officers competitively relative to industry peers. To ensure reasonableness and competitiveness of our executive compensation packages relative to the industry, the Compensation Committee annually evaluates our peer group with the aid of our independent external compensation consultant and with input from management. Data from our peer group, therefore, is considered in the compensation benchmarking process as one input in helping to determine appropriate pay levels. The following 15 companies were selected by the Compensation Committee, upon recommendation of its compensation consultant, WealthPoint, in July 2022 as members of our peer group for purposes of analyzing the market competitiveness of our 2023 executive compensation program:

  73. Other Benefits

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Dale Francescon | 2023 | 1,000,000 | 0 | 4,565,181 | 7,000,000 | 75,000 | 12,640,181 | | Chairman of the Board | 2022 | 979,167 | 0 | 4,540,509 | 5,650,202 | 73,589 | 11,243,467 | | and Co-Chief Executive Officer | 2021 | 900,000 | 0 | 2,816,154 | 2,962,994 | 74,524 | 6,753,672 | | Robert J. Francescon | 2023 | 1,000,000 | 0 | 4,565,181 | 7,000,000 | 78,501 | 12,643,682 | | Co-Chief Executive | 2022 | 979,167 | 0 | 4,540,509 | 5,650,202 | 73,589 | 11,243,467 | | Officer and President | 2021 | 900,000 | 0 | 2,816,154 | 2,962,994 | 73,792 | 6,752,940 | | David L. Messenger | 2023 | 750,000 | 0 | 2,145,647 | 3,750,000 | 26,866 | 6,672,513 | | Former Chief Financial | 2022 | 729,167 | 0 | 2,134,065 | 3,026,892 | 19,589 | 5,909,713 | | Officer and Secretary(5) | 2021 | 650,000 | 500,000 | 1,267,262 | 1,538,619 | 19,276 | 3,975,157 |

  74. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our NEOs, within the meaning of such rules, and certain financial performance measures of our Company. The table below provides information regarding compensation actually paid to our Co-CEOs, our two co-principal executive officers (“PEOs”), and our former CFO, our only other non-PEO named executive officer, during each of the past four fiscal years, as well as total stockholder return, net income and adjusted pre-tax income information for each of the past four fiscal years. For further information regarding our pay for performance philosophy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis.”

  75. Pay Versus Performance Table

    | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(4) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(5)(6) ($) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2)(3) ($) | | | Total Shareholder Return(7) ($) | Peer Group Total Shareholder Return(8) ($) | Net Income(9) ($) | Adjusted Pre-Tax Income(10) ($) | | 2023 | 12,640,181 | 30,579,943 | 6,672,513 | 13,289,918 | 345 | 257 | 259.2 mil. | 376.8 mil. | | 2022 | 11,243,467 | 4,167,973 | 5,909,713 | 2,764,958 | 187 | 125 | 525.1 mil. | 724.4 mil. | | 2021 | 6,753,672 | 21,042,937 | 3,975,157 | 10,204,341 | 301 | 187 | 498.5 mil. | 665.7 mil. | | 2020 | 8,399,383 | 17,932,272 | 3,744,745 | 7,909,240 | 160 | 123 | 206.2 mil. | 281.5 mil. |

  76. Pay Versus Performance Table

    | (1) Amounts reported represent the Summary Compensation Table total for Dale Francescon, one of our Co-CEOs, for each of the years presented. Because the Summary Compensation Table total for Robert J. Francescon, our other Co-CEO, for each of the years presented is either the same or substantially the same as the Summary Compensation Table total for Mr. Dale Francescon for each of the years presented and to ease the presentation of the information in the table, this information is not included in a separate column to this table. The Summary Compensation Table totals for Robert J. Francescon are $12,643,682, $11,243,467, $6,752,940 and $8,398,651 for 2023, 2022, 2021 and 2020, respectively. See “Executive Compensation—Summary Compensation Table.” |

  77. Pay Versus Performance Table

    | (2) Amounts reported represent “compensation actually paid,” as computed in accordance with Item 402(v) of SEC Regulation S-K, to Dale Francescon, one of our Co-CEOs, for each of the years presented. Because the “compensation actually paid,” as computed in accordance with Item 402(v) of SEC Regulation S-K, to Robert J. Francescon, our other Co-CEO, for each of the years presented is substantially the same as “compensation actually paid” to Mr. Dale Francescon for each of the years presented and to ease the presentation of the information in the table, this information is not included in a separate column to this table. The “compensation actually paid” to Robert J. Francescon is $30,583,444, $4,167,973, $21,042,205 and $17,931,540 for 2023, 2022, 2021 and 2020, respectively. The dollar amounts in this column do not reflect the actual amount of compensation awarded to, earned by or paid to either Dale Francescon or Robert J. Francescon during the applicable year. |

  78. Pay Versus Performance Table

    | Century Communities, Inc. – 2024 Proxy Statement | 70 |

  79. Pay Versus Performance Table

    | (3) Compensation actually paid to PEO consists of the following amounts deducted from or added to the Summary Compensation Table total for each of our Co-CEOs for each of the years presented: |

  80. Pay Versus Performance Table

    | | | D. Francescon | R. Francescon | | Summary Compensation Table Total for 2023 | | 12,640,181 | 12,643,682 | | Deduct: | Stock-based awards(a) | (4,565,181) | (4,565,181) | | Add: | Year-end fair value of equity awards granted during the year that are outstanding and unvested(b) | 15,814,685 | 15,814,685 | | Add: | Change in fair value of equity awards granted in prior years that are outstanding and unvested(c) | 3,322,123 | 3,322,123 | | Add: | Change in fair value of equity awards granted in prior years that vested during the year(d) | 2,856,731 | 2,856,731 | | Add: | Value of dividend equivalents accrued on equity awards during the year(e) | 511,404 | 511,404 | | Compensation Actually Paid for 2023 | | 30,579,943 | 30,583,444 |

  81. Pay Versus Performance Table

    | (a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. No option awards were granted during any of the years presented. |

  82. Pay Versus Performance Table

    | (b) Represents the year-end value of equity awards granted during the applicable year that are outstanding and unvested as of the end of such applicable year. |

  83. Pay Versus Performance Table

    | (c) Represents the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year. |

  84. Pay Versus Performance Table

    | (d) Represents the amount of change as of the vesting date (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that vested during the applicable year. |

  85. Pay Versus Performance Table

    | (e) Represents the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. |

  86. Pay Versus Performance Table

    Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for each applicable year and include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of such applicable year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year; (iii) for equity awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for equity awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such applicable year. Adjustments as provided in clauses (iii) and (v) are inapplicable for all of the years presented in the table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The value of RSU awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the closing sale price of our common stock, as reported by the NYSE. The value of PSU awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the same methodology as used in our consolidated financial statements included in our most recent annual report on Form 10-K for the year ended December 31, 2023.

  87. Pay Versus Performance Table

    | (4) Since David Messenger, our former CFO, is our only other non-PEO named executive officer, the amounts in this column represent the Summary Compensation Table total for Mr. Messenger for each of the years presented. |

  88. Pay Versus Performance Table

    | Century Communities, Inc. – 2024 Proxy Statement | 71 |

  89. Pay Versus Performance Table

    | (5) Since David Messenger, our former CFO, is our only other non-PEO named executive officer, the amounts in this column represent the compensation actually paid to Mr. Messenger for each of the years presented. The dollar amounts in this column do not reflect the actual amount of compensation awarded to, earned by or paid to Dale Messenger during the applicable year. |

  90. Pay Versus Performance Table

    | (6) Average compensation actually paid to non-PEO named executive officers consists of the following amounts deducted from and added to the Summary Compensation Table total for our former CFO for each of the years presented: |

  91. Pay Versus Performance Table

    | | | D. Messenger | | Summary Compensation Table Total for 2023 | | 6,672,513 | | Deduct: | Stock-based awards(a) | (2,145,647) | | Add: | Year-end fair value of equity awards granted during the year that are outstanding and unvested(b) | 5,946,353 | | Add: | Change in fair value of equity awards granted in prior years that are outstanding and unvested(c) | 1,556,350 | | Add: | Change in fair value of equity awards granted in prior years that vested during the year(d) | 1,071,519 | | Add: | Value of dividend equivalents accrued on equity awards during the year(e) | 188,830 | | Compensation Actually Paid for 2023 | | 13,289,918 |

  92. Pay Versus Performance Table

    | (a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. No option awards were granted during any of the years presented. |

  93. Pay Versus Performance Table

    | (b) Represents the year-end value of equity awards granted during the applicable year that are outstanding and unvested as of the end of such applicable year. |

  94. Pay Versus Performance Table

    | (c) Represents the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year. |

  95. Pay Versus Performance Table

    | (d) Represents the amount of change as of the vesting date (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that vested during the applicable year. |

  96. Pay Versus Performance Table

    | (e) Represents the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such applicable year. |

  97. Pay Versus Performance Table

    Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for each applicable year and include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of such applicable year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year; (iii) for equity awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for equity awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such applicable year. Adjustments as provided in clauses (iii) and (v) are inapplicable for all of the years presented in the table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The value of RSU awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the closing sale price of our common stock, as reported by the NYSE. The value of PSU awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the same methodology as used in our consolidated financial statements included in our most recent annual report on Form 10-K for the year ended December 31, 2023.

  98. Pay Versus Performance Table

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  99. Pay Versus Performance Table

    | (7) The total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period. |

  100. Pay Versus Performance Table

    | (8) The peer group total shareholder return is based on the industry peer group we use for purposes of our stock performance graph in our most annual report on Form 10-K for the year ended December 31, 2023 and consists of the following companies: Beazer Homes USA, Inc., Cavco Industries, Inc., Dream Finders Homes, Inc., Hovnanian Enterprises, Inc., KB Home, LGI Homes, Inc., M.D.C. Holdings, Inc., M/I Homes, Inc., Meritage Home Corporation, NVR, Inc., PulteGroup, Inc., Skyline Champion Corporation, Taylor Morrison Home Corporation, Toll Brothers, Inc., and Tri Pointe Homes, Inc. This industry group is broader than the industry group we used in prior years since we believe the broader industry peer group is more representative of a group similar to Century. The smaller industry group we used in prior years consisted of the following companies: Beazer Homes USA, Inc., Hovnanian Enterprises, Inc., KB Home, LGI Homes, Inc., M.D.C. Holdings, Inc., M/I Homes, Inc., Meritage Home Corporation, Taylor Morrison Home Corporation, and Tri Pointe Homes, Inc. The total shareholder return for this smaller industry group for 2023, 2022, 2021 and 2020 are as follows and are also presented in the tables below under the heading “Company TSR and Peer Group TSR”: $243, $125, $174 and $114. In each case, the peer group cumulative total shareholder return is calculated using the same methodology as described in note (7) above, with the returns of each component company of this group weighted according to the respective company’s stock market capitalization at the beginning of each period for which a return is indicated. |

  101. Pay Versus Performance Table

    | (9) Amounts reported represent the amount of net income reflected in our audited consolidated financial statements for the applicable year. |

  102. Pay Versus Performance Table

    | (10) Amounts reported represent the amount of adjusted pre-tax income, which is a non-GAAP financial measure that, for compensation purposes, is calculated by excluding executive bonus expense, acquisition-related expenses, purchase price adjustments, loss from debt extinguishment, impairments, abandonment of land contracts, discontinued operations and certain other nonrecurring expenses from net income before income taxes, as applicable during any particular year. While we use several financial and non-financial performance measures for purposes of evaluating performance for our compensation programs, we have determined that adjusted pre-tax income is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) that we use to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance. |

  103. Pay Versus Performance Relationship

    Pay Versus Performance Relationship In accordance with Item 402(v) of SEC Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table above.

  104. Century TSR, Peer Group TSR and Compensation Actually Paid

    Century TSR, Peer Group TSR and Compensation Actually Paid The graph below compares the cumulative total stockholder return (assuming reinvestment of dividends) on $100 invested in each of our common stock, a peer group of nine homebuilding companies similar to Century that was presented in this graph last year, and a broader industry peer group for the four-year period from December 31, 2019 to December 31, 2023. We believe the broader industry peer group is more representative of a group similar to Century.

  105. Century TSR, Peer Group TSR and Compensation Actually Paid

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  106. Century TSR, Peer Group TSR and Compensation Actually Paid

    The former peer group of nine homebuilding companies includes: Beazer Homes USA, Inc., Hovnanian Enterprises, Inc., KB Home, LGI Homes, Inc., M.D.C. Holdings, Inc., M/I Homes, Inc., Meritage Home Corporation, Taylor Morrison Home Corporation, and Tri Pointe Homes, Inc. The broader industry peer group includes the following companies: Beazer Homes USA, Inc., Cavco Industries, Inc., Dream Finders Homes, Inc., Hovnanian Enterprises, Inc., KB Home, LGI Homes, Inc., M.D.C. Holdings, Inc., M/I Homes, Inc., Meritage Home Corporation, NVR, Inc., PulteGroup, Inc., Skyline Champion Corporation, Taylor Morrison Home Corporation, Toll Brothers, Inc., and Tri Pointe Homes, Inc. Our cumulative TSR consistently outperformed the industry peer group’s cumulative TSR during the four years presented in the table. The stock price performance shown in the graph below is not indicative of future price performance. As demonstrated by the following graph, the amount of compensation actually paid to our NEOs is aligned with our cumulative TSR over the four years presented in the table. The alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards, the value of which is driven by the significant increase in our stock price over the four year period shown in the graph below. As described in more detail under “Compensation Discussion and Analysis,” 53% of total target compensation awarded to our Co-CEOs and 47% of total target compensation awarded to our former CFO was comprised of equity awards for 2023.

  107. Century TSR, Peer Group TSR and Compensation Actually Paid

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  108. Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

    Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income As demonstrated by the following two graphs, the amount of compensation actually paid to our NEOs is not necessarily aligned with our net income and our adjusted pre-tax income in each of the four years presented in the table; however, the amount of compensation is impacted by and correlated with the increase in our stock price over the four-year period. While we do not use net income as a performance measure in our overall executive compensation program, the performance measure of net income is correlated with the performance measures of adjusted EBITDA and adjusted pre-tax income, which we use when setting goals for our short-term incentive program and long-term incentive program, respectively. As described in more detail under “Compensation Discussion and Analysis,” we generally seek to incentivize creation of long-term stockholder value and, as a result, emphasize performance-based compensation elements, with superior performance resulting in above-market pay, and underwhelming performance resulting in below-market pay. For 2023, 90% of total target compensation awarded to our Co-CEOs and 85% of total target compensation awarded to our former CFO was comprised of performance-based compensation.

  109. Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

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  110. Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

    CEO Pay Ratio Disclosure Under Section 953(b) of the Dodd-Frank Act and Item 402(u) of SEC Regulation S-K, we are required to provide the ratio of the annual total compensation of each of Dale Francescon, our Co-CEO, and Robert J. Francescon, our Co-CEO, to the median of the annual total compensation of all employees of our company (other than our Co-CEOs). This ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their pay ratios. For 2023:

  111. Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

    | ● | the annual total compensation of each of our Co-CEOs was $12.6 million; |

  112. Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

    | ● | the annual total compensation of the employee identified at median of our Company (other than our Co-CEOs) was $97,890; and |

  113. Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

    | ● | based on this information, the ratio of the annual total compensation of each of our Co-CEOs to the annual total compensation of our median employee (identified in accordance with SEC rules and as described in greater detail below) was estimated to be 162:1. |

  114. Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

    To identify our median employee and to calculate the annual total compensation of our median employee and that of our co-CEOs, we used the following methodology, assumptions, and estimates:

  115. Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

    | ● | Identification of Median Employee. To identify our median employee, we used the following methodology: we selected December 31, 2023 as the date to identify our employee population and “median employee.” We determined that, as of that date, our entire employee population, excluding our Co-CEOs, consisted of 1,687 total employees. In determining this population, we considered the employees of our subsidiaries and all of our employees other than our Co-CEOs, whether employed on a full-time, part-time, temporary, or seasonal basis. We did not include any contractors or other non-employee workers in our employee population. To identify the “median employee” from our employee population, we selected W-2 earnings as the most appropriate measure of compensation. To make them comparable, the W-2 earnings for newly hired permanent employees who had worked less than a year were annualized. |

  116. Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

    | ● | Calculation of Median Employee’s Annual Total Compensation. In accordance with applicable SEC rules, we calculated 2023 annual total compensation for this median employee using the same methodology we use for our named executive officers, as set forth in our Summary Compensation Table included on page 65 of this proxy statement. |

  117. Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

    | ● | Calculation of Co-CEOs’ Annual Total Compensation. With respect to the 2023 annual total compensation of our Co-CEOs, we used the amount set forth in the “Total” column of our Summary Compensation Table included on page 65 of this proxy statement. |

  118. Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

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  119. Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income

    POTENTIAL pOST-tERMINATION AND CHANGE IN CONTROL PAYMENTS

  120. Potential Payments to Named Executive Officers

    Potential Payments to Named Executive Officers The table below shows potential payments to our NEOs, not otherwise earned, under various scenarios involving a termination of employment, including in connection with a change in control, and upon a change in control without a termination of employment, assuming a December 31, 2023 termination date. Pursuant to applicable SEC rules, all scenarios are showed for Mr. Messenger even though he voluntarily resigned effective March 22, 2024. All equity awards are valued at the closing price of our common stock on the last trading day of 2023, December 29, 2023 ($91.14), as reported by the NYSE.

  121. Potential Payments to Named Executive Officers

    | Name | Benefit | Termination without Cause or for Good Reason Outside a Change in Control ($) | Termination without Cause or for Good Reason in Connection with a Change in Control ($) | Voluntary Termination/ Retirement(1) ($) | Death or Disability ($) | Change in Control(2) ($) | | Dale Francescon | Severance Pay(3) | 2,000,000 | 3,000,000 | — | — | — | | | Incentive Pay(4) | 7,686,722 | 11,530,083 | — | — | — | | | RSU Award Vesting | 582,111 | 582,111 | — | 582,111 | — | | | PSU Award Vesting(5) | 36,056,989 | 36,056,989 | — | 36,056,989 | — | | | Other Benefits(6) | 33,823 | 33,823 | — | 33,823 | — | | Robert J. Francescon | Severance Pay(3) | 2,000,000 | 3,000,000 | — | — | — | | | Incentive Pay(4) | 7,686,722 | 11,530,083 | — | — | — | | | RSU Award Vesting | 582,111 | 582,111 | — | 582,111 | — | | | PSU Award Vesting(5) | 36,056,989 | 36,056,989 | — | 36,056,989 | — | | | Other Benefits(6) | 48,959 | 48,959 | — | 48,959 | — | | David L. Messenger | Severance Pay(7) | 750,000 | 1,500,000 | — | — | — | | | Incentive Pay(8) | — | 3,766,264 | — | — | — | | | RSU Award Vesting | 262,119 | 262,119 | — | 262,119 | — | | | PSU Award Vesting(9) | 3,406,905 | 13,557,348 | — | 3,406,905 | — | | | Other Benefits(6) | 43,999 | 43,999 | — | 43,999 | — |

  122. Potential Payments to Named Executive Officers

    | (1) While the Co-CEOs are entitled to certain benefits under their employment agreements in the event of a retirement, neither executive currently meets the definition of retirement in his agreement to be entitled to such benefits. Mr. Messenger was not entitled to any benefits in the event of a retirement. No benefits were payable in connection with Mr. Messenger’s voluntary resignation, effective March 22, 2024. |

  123. Potential Payments to Named Executive Officers

    | (2) Assumes equity awards are continued, assumed, or substituted with equivalent awards by the successor entity. If the equity awards are not continued, assumed, or substituted with equivalent awards by the successor entity, then the RSU awards will become immediately vested and issuable, resulting in a value of $582,111 in the case of each of the Co-CEOs and $262,119 in the case of our former CFO, and the PSU awards will automatically vest based on actual performance, resulting in a value of up to $36,477,327 in the case of each of the Co-CEOs and up to $13,715,294 in the case of our former CFO. The PSU award values represent payouts of the PSU awards for the 2022 to 2024 performance period and the 2023 to 2025 performance period since the PSU awards for the 2021 to 2023 performance period were already earned. |

  124. Potential Payments to Named Executive Officers

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  125. Potential Payments to Named Executive Officers

    | (3) Represents: (a) two times the executive’s base salary in the event of a termination without cause or for good reason outside a change in control; and (b) three times the executive’s base salary in the event of a termination without cause or for good reason in connection with a change in control. |

  126. Potential Payments to Named Executive Officers

    | (4) Represents: (a) the greater of: (i) the sum of two times the executive’s target annual bonus for the year in which the date of termination occurs; or (ii) the sum of two times the executive’s average annual bonus for the three completed fiscal years immediately preceding the date of termination in the event of a termination without cause or for good reason outside a change in control; and (b) the greater of: (i) the sum of three times the executive’s target annual bonus for the year in which the date of termination occurs; or (ii) the sum of three times the executive’s average annual bonus for the three completed fiscal years immediately preceding the date of termination in the event of a termination without cause or for good reason in connection with a change in control. In the case of a termination due to death, disability or retirement, the executive is entitled to his prorated actual earned 2023 bonus, which amount ($7,000,000) is not included since it was earned as of December 31, 2023. |

  127. Potential Payments to Named Executive Officers

    | (5) Represents the value of shares of our common stock that the executive would have been entitled to receive as payout of the PSU awards for the 2022 to 2024 performance period and the 2023 to 2025 performance period, which is based on the greater of (a) the number of PSU award shares at target and (b) the number of PSU award shares based on actual performance and performance goals prorated to the last day of the calendar quarter preceding the executive’s termination but without proration based on the Co-CEO’s actual period of service. Since actual performance exceeded target performance, the table reflects the value of the number of PSU award shares based on actual performance. The value of the number of PSU award shares based on target performance is $14,327,664, including dividend equivalent rights. |

  128. Potential Payments to Named Executive Officers

    | (6) Represents our portion of the applicable COBRA premium for 18 months of continued coverage under our medical benefits plan. |

  129. Potential Payments to Named Executive Officers

    | (7) Represents: (a) the executive’s current base salary in the event of a termination without cause or for good reason outside a change in control; and (b) two times the executive’s annual base salary in the event of a termination without cause or for good reason in connection with a change in control. |

  130. Potential Payments to Named Executive Officers

    | (8) Represents two times the higher of: the executive’s target annual bonus for the year in which the date of termination occurs or the average annual bonus paid to the executive for the three completed fiscal years immediately preceding the date of termination in the event of a termination without cause or for good reason in connection with a change in control. In the case of a termination without cause or for good reason outside a change in control or due to death or disability, the executive is entitled to his prorated actual earned 2023 bonus ($3,750,000), which amount is not included in the table since it was earned as of December 31, 2023. |

  131. Potential Payments to Named Executive Officers

    | (9) In the case of a termination without cause or for good reason outside a change in control and in the case of a termination due to death or disability, represents the value of the number of shares of our common stock the executive would have been entitled to receive as payout of the PSU awards for the 2022 to 2024 performance period and the 2023 to 2025 performance period. In the event of a termination without cause or for good reason outside the context of a change in control or in the event of a termination due to death or disability, the value is based on the number of PSU award shares at target and prorated based on the executive’s days of employment during the performance period. |

  132. Potential Payments to Named Executive Officers

    In the case of a termination without cause or for good reason in connection with a change in control, represents the value of the number of shares of our common stock the executive would have been entitled to receive as payout of the PSU awards for the 2022 to 2024 performance period and the 2023 to 2025 performance period. In the event of a termination without cause or for good reason in connection with a change in control, the value is based on the greater of (a) the number of PSU award shares at target and (b) the number of PSU award shares based on actual performance and performance goals prorated to the last day of the calendar preceding the executive’s termination, and in each case without any proration based on the executive’s actual period of employment during the performance period. Since actual performance exceeded target performance, the table reflects the value of the number of PSU award shares based on actual performance. The value of the number of PSU award shares based on target performance is $6,734,061, including dividend equivalent rights.

  133. Potential Payments to Named Executive Officers

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  134. Summary Director Compensation Table for 2023

    Summary Director Compensation Table for 2023 The following table sets forth information concerning the compensation of our non-employee directors during the year ended December 31, 2023. Each of Dale Francescon and Robert J. Francescon is not compensated separately for his service as a director, and his compensation is discussed under “Executive Compensation.”

  135. Summary Director Compensation Table for 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Patricia L. Arvielo | 111,000 | 175,014 | — | — | 286,014 | | John P. Box | 121,000 | 175,014 | — | — | 296,014 | | Keith R. Guericke | 126,000 | 175,014 | — | — | 301,014 | | James M. Lippman | 123,500 | 175,014 | — | — | 298,514 | | Elisa Zúñiga Ramírez(4) | 19,197 | 98,274 | — | — | 117,471 |

  136. Summary Director Compensation Table for 2023

    | (1) The amounts reflected represent the grant date fair value of the stock awards, as computed in accordance with FASB ASC Topic 718. Each of the directors in the table received a stock award for 2,661 shares on May 3, 2023, the date of our 2023 annual meeting of stockholders, except for Ms. Ramírez who received a prorated stock award for 1,582 shares on October 16, 2023, the date her service as a new director commenced. For each director, the number of stock awards granted was determined by dividing the annual stock grant value, $175,000, or in the case of Ms. Ramírez, the prorated stock grant value, $98,288, by the closing price of our common stock on the grant date. Since all of the stock awards granted to our directors are vested and unrestricted, none of our directors held any unvested stock awards as of December 31, 2023. |

  137. Summary Director Compensation Table for 2023

    | (2) We do not grant any stock options as part of our non-employee director compensation program. None of our directors held any stock options as of December 31, 2023. |

  138. Summary Director Compensation Table for 2023

    | (3) We do not provide perquisite and other personal benefits to our non-employee directors. |

  139. Summary Director Compensation Table for 2023

    | (4) Ms. Ramírez joined the Board on October 16, 2023; and, therefore, the information reflects fees earned for her service on the Board following such appointment. |

  140. Summary Director Compensation Table for 2023

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