DEF 14A of Century Communities, Inc., Mar 26, 2025

DEF 14A of Century Communities, Inc.

Filed Mar 26, 2025 · FY20240001140361-25-010345

Open on EDGAR

  1. VOTING ITEMS

    | | Target STI | | | | | 2024 ($) | 2025 ($) | % Decrease | | Executive Chairman | 3,500,000 | 2,450,000 | 30% | | CEO | 3,500,000 | 2,975,000 | 15% |

  2. VOTING ITEMS

    | | Target LTI | | | | | 2024 ($) | 2025 ($) | % Decrease* | | Executive Chairman | 5,000,000 | 4,200,000 | 16%/20% | | CEO | 5,000,000 | 4,750,000 | 5%/10% | | * Higher percentage decrease is based on the anticipated decrease in grant date fair value | | | |

  3. VOTING ITEMS

    | | Reduce the compensation of the Executive Chairman relative to the CEO. | The 2025 base salary and short-term and long-term incentives for our Executive Chairman were recently established and set below those of our CEO, as described above. | | | Adopt mandatory post-vesting holding periods. | Beginning in 2025, we imposed a three-year (as opposed to the prior one-year) mandatory post-vesting holding period on shares issued in settlement of our performance share unit (PSU) awards to our Executive Chairman and CEO. Our CFO is subject to a one-year post-vesting holding period. | | | Emphasize performance-based compensation, including in particular long-term incentives. | 90% of our 2024 Co-CEO target compensation was performance-based, of which 53% was structured as LTI and 37% as STI opportunities. With the reduced 2025 pay opportunities, approximately 88% of target compensation for our Executive Chairman and CEO is performance-based, with a 56%/32% LTI/STI split for our Executive Chairman and a 54%/34% LTI/STI split for our CEO. Our LTI program is comprised of 100% PSU awards for our Executive Chairman and CEO, with now a three-year mandatory post-vesting holding period feature. | | | Increase the number of performance measures to the LTI program and include a relative measure. | The vesting of our 2025 PSU awards is based on the achievement of a mix of both absolute and relative performance goals – three-year cumulative adjusted pre-tax income and three-year cumulative revenue – with a relative total stockholder return (TSR) modifier. The TSR modifier is based on our three-year cumulative TSR relative to the average TSR of all companies in our peer group. We believe the addition of this modifier further aligns the PSU awards with stockholder value creation. The TSR modifier has the potential to decrease by 10% or increase up to 20% the ultimate payout of the PSU awards. | | Stockholder Alignment | Align the interest of directors and executive officers with those of stockholders. | We adopted stock ownership and retention guidelines to ensure that the interests of our directors and executives would be closely aligned with those of our stockholders and recently increased the guideline of our Executive Chairman and CEO from 6x to 10x base salary. We also maintain an anti-hedging/pledging policy. | | Sustainability | Enhance disclosures regarding sustainability. | We publish an annual ESG report, which we continue to enhance. In 2023, we began including a Task Force on Climate-related Financial Disclosures-aligned climate risk and opportunity assessment to provide more insights on our climate risk profile, and in 2024, we published our first greenhouse gas (GHG) emissions inventory. | | Transparency and Disclosure | Increase transparency and disclosure, including on executive compensation, board composition and oversight. | Each year, we have increased and improved our disclosures, with an eye toward transparency and readability. This year, we enhanced, among other items, the disclosure of the non-GAAP performance metrics used in our executive compensation to include GAAP reconciliations. |

  4. VOTING ITEMS

    | Director | Age | Serving Since | Independent | Committees | Other Public Boards | | Dale Francescon | 72 | 2013 | No | N/A | 0 | | | | | | | | | Robert J. Francescon | 67 | 2013 | No | N/A | 0 | | | | | | | | | Patricia L. Arvielo | 60 | 2021 | Yes | Audit, Compensation, Nominating and Corporate Governance | 0 | | | | | | | | | John P. Box | 78 | 2014 | Yes | Audit, Compensation, Nominating and Corporate Governance | 0 | | | | | | | | | Keith R. Guericke | 76 | 2013 | Yes | Audit, Compensation, Nominating and Corporate Governance | 1 | | | | | | | | | James M. Lippman | 67 | 2013 | Yes | Audit, Compensation, Nominating and Corporate Governance | 0 | | | | | | | | | Elisa Zúñiga Ramírez | 56 | 2023 | Yes | Audit | 2 | | | | | | | |

  5. VOTING ITEMS

    | Short-Term Incentive | ● Neither of our Co-CEOs received an increase in short-term incentive award opportunities during 2024, which had remained static since 2022. ● The performance metrics for our Co-CEO 2024 short-term incentive program were revenue (20%), EBITDA, as adjusted (60%), and closings (20%), with target levels set 13%, 9.5% and 12%, respectively, above actual 2023 levels. |

  6. VOTING ITEMS

    | ● For his 2024 annual bonus, our CFO received a cash bonus of $1.25 million in February 2025, $500,000 of which was intended to compensate him for his prior role as interim CFO and $750,000 of which was intended to reward him for his promotion to CFO and performance during 2024. ● For 2025, our CFO will participate in the performance based STI plan along with our Executive Chairman and CEO. ● The 2025 target STI opportunities for our Executive Chairman, CEO and CFO were recently set at $2,450,000, $2,975,000 and $1,000,000, respectively, representing a 30% decrease for our Executive Chairman. |

  7. VOTING ITEMS

    | Long-Term Incentives | ● Neither of our Co-CEOs received an increase in long-term incentive award opportunities during 2024, which had remained static since 2022. ● The Co-CEO long-term incentive program for 2024 consisted of 100% PSU awards, which may vest and be paid out in shares of our common stock dependent upon the achievement of a three-year cumulative adjusted pre-tax income goal for the years 2024-2026. All net shares issued in settlement of these PSU awards are subject to a one-year mandatory holding period. ● Our CFO received a time-vested RSU award in each of February 2024 and February 2025 to compensate him for his 2023 and 2024 performance, and a time-vested RSU award in August 2024 to reward him for his promotion to CFO. All of these RSU awards vest in equal annual installments over three years and the August 2024 and February 2025 awards are subject to a one-year mandatory post-vesting holding period. While each of these awards was initially valued at $500,000, the actual grant date fair values of the August 2024 and February 2025 awards were less due to the illiquidity discount associated with the one-year post-vesting holding period. ● Our 2022 PSU awards were paid out at the maximum payout level, based on our 2022-2024 cumulative adjusted pre-tax income: |

  8. VOTING ITEMS

    | ● The performance goals for the 2022 to 2024 performance period were established and PSU awards were granted in mid-March 2022 taking into consideration the national housing market and the U.S. macroeconomic environment at that time and our then current and anticipated financial and operational performance. Recall that the new home market in early 2022 was plagued with continued headwinds from municipal and utility delays, supply chain disruptions, labor shortages, elongated construction cycle times, and rising input costs, which when coupled with an accelerating interest rate environment, ultimately resulted in an industry wide slowdown beginning in the first half of 2022. As a result, given uncertainty and challenging market conditions, the target three-year cumulative adjusted pre-tax income goal was based on the actual three-year cumulative adjusted pre-tax income for the 2019 to 2021 performance period, with 2021 results representing what was then by far the most profitable year in the Company’s history. The threshold goal was set at 10% below target; the above target goal was set at 10% above target; and the maximum goal was set at 15% above target. ● The 2025 target LTI opportunities for our Executive Chairman, CEO and CFO were recently set at $4,200,000, $4,750,000 and $1,000,000, respectively, representing a 16% decrease for our Executive Chairman and a 5% decrease for our CEO, and higher percentage decreases of 20% and 10%, respectively, based on anticipated grant date fair value amounts due to the illiquidity discount associated with the three-year mandatory post-vesting holding period. ● Our 2025 LTI program also was recently set and is comprised of 100% PSU awards, with a three-year mandatory post-vesting holding period for our Executive Chairman and CEO and a one-year mandatory post-vesting holding period for our CFO. The vesting is based on the achievement of a mix of both absolute and relative performance goals – three-year cumulative adjusted pre-tax income and three-year cumulative revenue – with a relative TSR modifier. |

  9. VOTING ITEMS

    | ● | work with the Board and CEO to develop a long-term strategy for Century’s continued growth, leveraging over 30 years of industry knowledge, perspective and relationships; |

  10. VOTING ITEMS

    | Dale Francescon Age 72 | Executive Chairman | | | Dale Francescon has served as: ● Executive Chairman since January 2025; ● Co-Chief Executive Officer from August 2002 to January 2025; ● Chairman of the Board from April 2013 to January 2025; and ● Board member since April 2013. Mr. Dale Francescon co-founded the Company and possesses a broad background in all facets of operating a real estate company and has had direct responsibility for the acquisition, financing, development, construction, sale, and management of various residential projects, including land development, single-family homes, townhomes, condominiums, and apartments. He has successfully managed the Company, through 22 successive profitable years, in various economic cycles, from inception in August 2002 to the present. Mr. Dale Francescon is licensed in the state of California as an attorney (inactive) and as a certified public accountant (inactive). Mr. Dale Francescon received his B.S. in Business Administration from the University of Southern California and a J.D. from Loyola University School of Law. | | Robert J. Francescon Age 67 | Chief Executive Officer and President | | | Robert J. Francescon has served as: ● Chief Executive Officer since January 2025; ● Co-Chief Executive Officer from August 2002 to January 2025; ● President since April 2013; and ● Board member since April 2013. Mr. Robert Francescon co-founded the Company and possesses a broad background in all facets of operating a real estate company, and has had direct responsibility for the acquisition, financing, development, architecture, construction, sale and management of various residential projects including land development, single-family homes, townhomes, condominiums and apartments. He has successfully managed the Company, through 22 successive profitable years, in various economic cycles, from inception in August 2002 to the present. Mr. Robert Francescon also has management experience working in a variety of financial institutions, including thrifts and the Federal Home Loan Mortgage Corporation. Mr. Robert Francescon received his B.S. in Business Administration from the University of Southern California. |

  11. VOTING ITEMS

    | Dale Francescon Age 72 Director since 2013 Committees None | Background | | | | Dale Francescon has served as: ● Executive Chairman since January 2025; ● Co-Chief Executive Officer from August 2002 to January 2025; ● Chairman of the Board from April 2013 to January 2025; and ● Board member since April 2013. Mr. Dale Francescon co-founded the Company and possesses a broad background in all facets of operating a real estate company and has had direct responsibility for the acquisition, financing, development, construction, sale, and management of various residential projects, including land development, single-family homes, townhomes, condominiums, and apartments. He has successfully managed the Company, through 22 successive profitable years, in various economic cycles, from inception in August 2002 to the present. Mr. Dale Francescon is licensed in the state of California as an attorney (inactive) and as a certified public accountant (inactive). Mr. Dale Francescon received his B.S. in Business Administration from the University of Southern California and a J.D. from Loyola University School of Law. Qualifications Mr. Dale Francescon, as a co-founder of Century, is qualified to serve as a director due to his significant familiarity with our history and day-to-day operations, his expertise in the homebuilding industry, and his more than 30 years of experience operating real estate companies. In addition, as a result of his role as Executive Chairman, Mr. Dale Francescon provides unique insight into our future strategies, opportunities, and challenges and serves as a unifying element between the Board and our management. | | | | Other Public Company Boards | | | | Current | Former - Past 5 Years | | | None | None |

  12. VOTING ITEMS

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

  13. VOTING ITEMS

    | Patricia L. Arvielo Age 60 Director since 2021 Independent Committees ● Audit ● Compensation ● Nominating and Corporate Governance | Background Patricia L. Arvielo has served as President and Co-Founder of New American Funding (one of the largest independent mortgage companies in the U.S.), 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. Other Public Company Boards | | | | Current | Former - Past 5 Years | | | None | Western Alliance Bancorporation |

  14. VOTING ITEMS

    | John P. Box Age 78 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 | Former - Past 5 Years | | | None | None |

  15. VOTING ITEMS

    | Keith R. Guericke Age 76 Director since 2013 Independent Committees ● Audit ● Compensation ● Nominating and Corporate Governance | Background | | | | Keith R. Guericke has served as 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 | Former - Past 5 Years | | | Essex Property Trust, Inc. | None |

  16. VOTING ITEMS

    | James M. Lippman Age 67 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 a past 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 None | Former - Past 5 Years None |

  17. VOTING ITEMS

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

  18. 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, with PSUs comprising 100% of our equity incentive awards | | No uncapped bonus opportunities | | | Use a mix of both absolute and relative performance measures | | No excessive perquisites | | | Require minimum vesting periods on equity awards | | No current payment of dividends on unvested awards | | | Require a double-trigger for equity acceleration upon a change of control | | No excise or other tax gross-ups | | | Have robust stock ownership guidelines and retention requirements for executive officers | | No short sales or derivative transactions in Century stock, including hedges | | | Maintain a clawback policy | | No pledging of Century securities | | | Hold an annual say-on-pay vote | | No repricing of stock options |

  19. 2024 and 2025 Compensation Actions

    | Pay Element | Actions | | Base Salary | ● Neither of our Co-CEOs received a base salary increase during 2024, which had remained static since 2022. ● The annual base salary of our new CFO was set at $650,000 in July 2024. ● The 2025 annual base salaries for our Executive Chairman, CEO and CFO were recently set at $900,000, $1,000,000 and $650,000, respectively, representing a 10% decrease in the case of our Executive Chairman. | | Short-Term Incentive | ● Neither of our Co-CEOs received an increase in short-term incentive award opportunities during 2024, which had remained static since 2022. ● The performance metrics for our Co-CEO 2024 short-term incentive program were revenue (20%), EBITDA, as adjusted (60%), and closings (20%), with target levels set 13%, 9.5% and 12%, respectively, above actual 2023 levels. |

  20. 2024 and 2025 Compensation Actions

    | ● For his 2024 annual bonus, our CFO received a cash bonus of $1.25 million in February 2025, $500,000 of which was intended to compensate him for his prior role as interim CFO and $750,000 of which was intended to reward him for his promotion to CFO and performance during 2024. ● For 2025, our CFO will participate in the performance based STI plan along with our Executive Chairman and CEO. ● The 2025 target STI opportunities for our Executive Chairman, CEO and CFO were recently set at $2,450,000, $2,975,000 and $1,000,000, respectively, representing a 30% decrease for our Executive Chairman and a 15% decrease for our CEO. |

  21. 2024 and 2025 Compensation Actions

    | Long-Term Incentives | ● Neither of our Co-CEOs received an increase in long-term incentive award opportunities during 2024, which had remained static since 2022. ● The Co-CEO long-term incentive program for 2024 consisted of 100% PSU awards, which may vest and be paid out in shares of our common stock dependent upon the achievement of a three-year cumulative adjusted pre-tax income goal for the years 2024-2026. All net shares issued in settlement of these PSU awards are subject to a one-year mandatory holding period. |

  22. 2024 and 2025 Compensation Actions

    | ● Our CFO received a time-vested RSU award in each of February 2024 and February 2025 to compensate him for his 2023 and 2024 performance, and a time-vested RSU award in August 2024 to reward him for his promotion to CFO. All of these RSU awards vest in equal annual installments over three years and the August 2024 and February 2025 awards are subject to a one-year mandatory post-vesting holding period. While each of these awards was initially valued at $500,000, the actual grant date fair values of the August 2024 and February 2025 awards were less due to the illiquidity discount associated with the one-year mandatory post-vesting holding period. ● Our 2022 PSU awards were paid out at the maximum payout level, based on our 2022-2024 cumulative adjusted pre-tax income: |

  23. 2024 and 2025 Compensation Actions

    | ● The performance goals for the 2022 to 2024 performance period, were established and PSU awards were granted in mid-March 2022 taking into consideration the national housing market and the U.S. macroeconomic environment at that time and our then current and anticipated financial and operational performance. Recall that the new home market in early 2022 was plagued with continued headwinds from municipal and utility delays, supply chain disruptions, labor shortages, elongated construction cycle times, and rising input costs, which when coupled with an accelerating interest rate environment, ultimately resulted in an industry wide slowdown beginning in the first half of 2022. As a result, given uncertainty and challenging market conditions, the target three-year cumulative adjusted pre-tax income goal was based on the actual three-year cumulative adjusted pre-tax income for the 2019 to 2021 performance period, with 2021 results representing what was then by far the most profitable year in the Company’s history. The threshold goal was set at 10% below target; the above target goal was set at 10% above target; and the maximum goal was set at 15% above target. ● The 2025 target LTI opportunities for our Executive Chairman, CEO and CFO were recently set at $4,200,000, $4,750,000 and $1,000,000, respectively, representing a 16% decrease for our Executive Chairman and a 5% decrease for our CEO, and higher percentage decreases of 20% and 10%, respectively, based on anticipated grant date fair value amounts due to the illiquidity discount associated with the three-year mandatory post-vesting holding period. ● Our 2025 LTI program also was recently set and is comprised of 100% PSU awards, with a three-year mandatory post-vesting holding period for our Executive Chairman and CEO and a one-year mandatory post-vesting holding period for our CFO. The vesting is based on the achievement of a mix of both absolute and relative performance goals – three-year cumulative adjusted pre-tax income and three-year cumulative revenue – with a relative TSR modifier. |

  24. 2024 and 2025 Compensation Actions

    | What We Heard | What We Did | | Maintain competitive, but not excessive, pay packages. | We target the 50th percentile of our peer group and have not raised the base salaries or target short-term or long-term incentive opportunities of our CEO since 2022. Consistent with our typical practice, our 2024 executive compensation program for our then Co-CEOs was established in March 2024 prior to our 2024 Annual Meeting of Stockholders. Consistent with our typical practice, the 2025 base salaries and STI and LTI opportunities for our Executive Chairman and CEO were recently established, and in response to stockholder input regarding our pay levels, pay opportunities were reduced in the aggregate as compared to 2024 levels: |

  25. 2024 and 2025 Compensation Actions

    | | Target STI | | | | | 2024 ($) | 2025 ($) | % Decrease | | Executive Chairman | 3,500,000 | 2,450,000 | 30% | | CEO | 3,500,000 | 2,975,000 | 15% |

  26. 2024 and 2025 Compensation Actions

    | | Target LTI | | | | | 2024 ($) | 2025 ($) | % Decrease* | | Executive Chairman | 5,000,000 | 4,200,000 | 16%/20% | | CEO | 5,000,000 | 4,750,000 | 5%/10% | | * Higher percentage decrease is based on the anticipated decrease in grant date fair value. | | | |

  27. 2024 and 2025 Compensation Actions

    | Reduce the compensation of the Executive Chairman relative to the CEO. | The 2025 base salary and short-term and long-term incentives for our Executive Chairman were recently established and set below those of our CEO, as described above. | | Adopt mandatory post-vesting holding periods. | Beginning in 2025, we imposed a three-year (as opposed to the prior one-year) mandatory post-vesting holding period on shares issued in settlement of our PSU awards to our Executive Chairman and CEO. Our CFO is subject to a one-year post-vesting holding period. |

  28. 2024 and 2025 Compensation Actions

    | Emphasize performance-based compensation, including in particular long-term incentives. | 90% of our 2024 Co-CEO target compensation was performance-based, of which 53% was structured as LTI and 37% as STI opportunities. With the reduced 2025 pay opportunities, approximately 88% of target compensation for our Executive Chairman and CEO is performance-based, with a 56%/32% LTI/STI split for our Executive Chairman and a 54%/34% LTI/STI split for our CEO. Our LTI program is comprised of 100% PSU awards for our Executive Chairman and CEO, with now a three-year mandatory post-vesting holding period feature. | | Increase the number of performance measures to the LTI program and include a relative measure. | The vesting of our 2025 PSU awards is based on the achievement of a mix of both absolute and relative performance goals – three-year cumulative adjusted pre-tax income and three-year cumulative revenue – with a relative total stockholder return (TSR) modifier. The TSR modifier is based on our three-year cumulative TSR relative to the average TSR of all companies in our peer group. We believe the addition of this modifier further aligns the PSU awards with stockholder value creation. The TSR modifier has the potential to decrease by 10% or increase up to 20% the ultimate payout of the PSU awards. | | Align the interest of directors and executive officers with those of stockholders. | We adopted stock ownership and retention guidelines to ensure that the interests of our directors and executives would be closely aligned with those of our stockholders and recently increased the guideline of our Executive Chairman and CEO from 6x to 10x base salary. We also maintain an anti-hedging/pledging policy. | | Increase transparency and disclosure including on executive compensation. | Each year, we have increased and improved our executive compensation disclosure with an eye toward transparency and readability. This year, we enhanced, among other items, the disclosure of the non-GAAP financial metrics used in our executive compensation program to include GAAP reconciliations. |

  29. 2024 and 2025 Compensation Actions

    | 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, with PSUs comprising 100% of our equity incentive awards | No uncapped bonus opportunities | | Use a mix of both absolute and relative performance measures | No excessive perquisites | | Require minimum vesting periods on equity awards | No current payment of dividends on unvested awards | | Require a double-trigger for equity acceleration upon a change of control | No excise or other tax gross-ups | | Have robust stock ownership guidelines and stock retention requirements for executive officers | No short sales or derivative transactions in Century stock, including hedges | | Require post-vesting holding periods | No pledging of Century securities | | Hold an annual say-on-pay vote | No repricing of stock options |

  30. 2024 and 2025 Compensation Actions

    | Element | Key Characteristics | Purpose | Key 2024 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, except that the annual base salary of our new CFO was set at $650,000 in July 2024. | | 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 2024 threshold, target and maximum STI opportunities for our Co-CEOs were the same as in 2023. For his 2024 annual bonus, our CFO received a cash bonus of $1.25 million in February 2025, $500,000 of which was intended to compensate him for his prior role as interim CFO and $750,000 of which was intended to reward him for his promotion to CFO and performance during 2024. | | 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 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, 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 for our Co-CEOs consisted of 100% PSU awards, with the LTI opportunities remaining the same as in 2023. Prior to his appointment as CFO and consistent with past practice, our CFO received a time-based RSU award in February 2024. In addition, in connection with his promotion to CFO, he received a time-based RSU award in August 2024. The shares issued upon vesting and settlement of the August 2024 RSU award are subject to a one-year mandatory holding period. | | Perquisites | Includes an automobile and cell phone allowance, term life insurance, and aircraft time sharing arrangements for our Co-CEOs. | 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. |

  31. Short-Term Incentive – 2024 Annual Cash Bonus

    Short-Term Incentive – 2024 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: For 2024, we targeted short-term incentives for our Co-CEOs at a point below the median of actual peer payouts for 2023. 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. 2024 STI Awards: For 2024, the threshold, target and maximum STI opportunities for our Co-CEOs were the same as in 2023 and were as follows:

  32. Short-Term Incentive – 2024 Annual Cash Bonus

    | Named Executive Officer | Threshold | Target | Maximum | | Dale Francescon | 50% of target | 350% of base salary | 200% of target | | Robert J. Francescon | 50% of target | 350% of base salary | 200% of target |

  33. Short-Term Incentive – 2024 Annual Cash Bonus

    Neither our former nor current CFO participated in our 2024 STI plan given the timing of our former CFO’s departure in March 2024 and current CFO’s appointment as CFO on a non-interim basis in July 2024. The performance metrics that applied for the 2024 STI plan for our Co-CEOs were as follows, which represent no change from last year. The 2024 STI performance metrics emphasize profitability and specifically adjusted EBITDA over revenue.

  34. Short-Term Incentive – 2024 Annual Cash Bonus

    | 2024 Performance Metrics | | 60% EBITDA, as adjusted | | 20% revenue | | 20% closings |

  35. Short-Term Incentive – 2024 Annual Cash Bonus

    In considering the performance metrics that should apply in calculating STI awards for 2024, the Compensation Committee determined that the performance metrics should be based on overall Company performance as opposed to individual performance. Similar to 2023, 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.

  36. Short-Term Incentive – 2024 Annual Cash Bonus

    | Century Communities, Inc. – 2025 Proxy Statement | 65 |

  37. Short-Term Incentive – 2024 Annual Cash Bonus

    The Compensation Committee determined the 2024 goals in mid-March 2024 based on the Company’s 2024 annual business plan. In determining the 2024 goals for each STI performance metric, the Compensation Committee set the target performance goal at the same level as our 2024 annual business plan and set threshold and maximum performance goals at 10% below target and 10% above target, respectively. 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 establishing the 2024 annual business plan, the Board of Directors considered a variety of factors, including the Company’s results for the recently completed full year 2023, the then current homebuilding environment, and the expected difference between the two years. The 2024 target goals for each of the three performance metrics were set above actual 2023 levels for each of the performance metrics and for EBITDA, as adjusted, revenue and closings represented year-over-year increases compared to actuals of 9.5%, 13% and 12%, respectively. 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 goals set in mid-March 2024 were the performance goals against which actual performance for 2024 was measured. The 2024 performance goals were never reset, changed or altered during or subsequent to the end of the year. The 2024 performance metrics, and the performance goals attached to each, as well as actual performance, are reflected in the following table. Actual performance was between target and maximum for each of revenue and closings and exceeded maximum for EBITDA, as adjusted.

  38. Short-Term Incentive – 2024 Annual Cash Bonus

    | Performance Metric | Threshold | Target | Maximum | Actual | | EBITDA, as adjusted(1) | $424.9 million | $472.1 million | $519.3 million | $573.8 million | | Revenue | $3.76 billion | $4.17 billion | $4.59 billion | $4.4 billion | | Closings | 9,644 | 10,716 | 11,788 | 11.007 |

  39. Short-Term Incentive – 2024 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, and nonrecurring items (acquisition expenses, purchase price accounting adjustments, amortization of acquisition related intangibles, impairments, abandonments, discontinued operations, 45L costs, legal and settlement costs on closed projects, debt extinguishments, severance costs, etc.) from net income, as applicable for the year. The calculation of EBITDA, as adjusted, as used for purposes of our STI program is calculated differently than adjusted EBITDA as reported in our earnings releases and related periodic reports. A reconciliation of EBITDA, as adjusted, as used for purposes of our STI program, can be found in Appendix A to this proxy statement. |

  40. Short-Term Incentive – 2024 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 2025 for each of our Co-CEOs for 2024 performance.

  41. Short-Term Incentive – 2024 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 | 6,170,519 | | Robert J. Francescon | 1,750,000 | 3,500,000 | 7,000,000 | 6,170,519 |

  42. Short-Term Incentive – 2024 Annual Cash Bonus

    2024 Annual Bonus for CFO: For his 2024 annual bonus, our CFO received a cash bonus of $1,250,000 in February 2025, $500,000 of which was intended to compensate him for his prior role as interim CFO and $750,000 of which was intended to reward him for his promotion to CFO. In addition, as described in more detail below and consistent with past practice, our CFO received an RSU award in February 2025 intended to compensate him for 2024 performance. In determining the cash bonus amount for our CEO for 2024, the Compensation Committee considered the fact that the CFO did not receive any additional cash compensation upon his appointment as interim CFO in March 2024 and pay levels other executives in similar positions with the Century’s peer companies.

  43. Short-Term Incentive – 2024 Annual Cash Bonus

    | Century Communities, Inc. – 2025 Proxy Statement | 66 |

  44. Short-Term Incentive – 2025 Changes

    Short-Term Incentive – 2025 Changes Consistent with our typical practice, the 2025 STI opportunities for our NEOs were recently established, and in response to stockholder input regarding our pay levels, the STI target opportunities were reduced by 30% for our Executive Chairman and reduced by 15% for our CEO, as compared to 2024 levels, with corresponding decreases for the other payout levels. For 2025, our CFO will participate in the performance based STI plan along with our Executive Chairman and CEO.

  45. Short-Term Incentive – 2025 Changes

    | Named Executive Officer | 2024 Target Payout ($) | 2025 Target Payout ($) | Change (%) | | Dale Francescon | 3,500,000 | 2,450,000 | (30)% | | Robert J. Francescon | 3,500,000 | 2,975,000 | (15)% | | J. Scott Dixon | N/A | 1,000,000 | N/A |

  46. Long-Term Incentives – Overview

    Long-Term Incentives – Overview 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. Competitive Positioning: For 2024, we targeted long-term incentives at a point slightly higher than the median of actual peer grants for 2023. 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 for our executive officers 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. We did, however, grant RSU awards to our new CFO in August 2024 in connection with his promotion to CFO and in February 2024 and 2025 to reward him for prior year performance, consistent with prior equity grants to him, as described in more detail below. All of these RSU awards vest in equal annual installments over three years and the shares issued upon vesting and settlement of the August 2024 and February 2025 RSU awards are subject to a one-year holding period, subject to certain exceptions. Going forward, our CFO will receive annual LTI grants at the same time as our other executive officers.

  47. Long-Term Incentives – 2024-2026 LTI Program

    Long-Term Incentives – 2024-2026 LTI Program 2024-2026 LTI Awards and Plan Mechanics: Our LTI program for our Co-CEOs for 2024 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 in mid-March 2024 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, if at all, 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.

  48. Long-Term Incentives – 2024-2026 LTI Program

    | Century Communities, Inc. – 2025 Proxy Statement | 67 |

  49. Long-Term Incentives – 2024-2026 LTI Program

    As with our STI plan, neither our former nor current CFO participated in our 2024-2026 LTI program given the timing of our former CFO’s departure in March 2024 and current CFO’s appointment as CFO on a non-interim basis in July 2024. As mentioned above, consistent with his prior equity grants, our CFO received a time-vested RSU award in February 2024 to reward him for 2023 performance and a time-vested RSU award in February 2025 to reward him for 2024 performance. In addition, our CFO received a time-vested RSU award in August 2024 in connection with his promotion to CFO. All of these RSU awards vest in equal annual installments over three years and the August 2024 and February 2025 awards are subject to a one-year mandatory post-vesting holding period. While each of these awards was initially valued at $500,000, the actual grant date fair values of the August 2024 and February 2025 awards were less due to the illiquidity discount associated with the post-vesting holding period. 2024-2026 LTI Award Opportunity: For the 2024-2026 LTI awards granted to our Co-CEOs, 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, which was the same as the target LTI award opportunity from the prior year. While each of these PSU awards was initially valued at $5,000,000, the actual grant date fair values were less due to the illiquidity discount associated with the post-vesting holding period.

  50. Long-Term Incentives – 2024-2026 LTI Program

    | | Performance-Based (100%) | | | | | Named Executive Officer | Threshold (50%) | Target (100%) | Above Target (200%) | Maximum (250%) | | Dale Francescon | 28,188 shares | 56,376 shares ($5,000,000/ $4,635,798 fair value) | 112,752 shares | 140,940 shares | | Robert J. Francescon | 28,188 shares | 56,376 shares ($5,000,000/ $4,635,798 fair value) | 112,752 shares | 140,940 shares |

  51. Long-Term Incentives – 2024-2026 LTI Program

    2024-2026 LTI Award Performance Goals: As mentioned above, the 2024-2026 PSU awards will vest and be paid out, if at all, upon the achievement of a cumulative adjusted pre-tax income goal over three years. Adjusted pre-tax income is a non-GAAP financial measure and for a particular year is calculated by excluding executive bonus expense and typically nonrecurring expenses, such as loss from debt extinguishment, impairments, abandonment of land contracts, and discontinued operations, from net income before income taxes, each as applicable during such particular year. In determining the three-year cumulative adjusted pre-tax income goals, the Compensation Committee set the target performance goal for 2024 at the same level as our 2024 annual business plan, which represented a year-over-year increase compared to actual adjusted pre-tax income for 2023, and increased that goal by a certain percentage for 2025 and by an additional percentage for 2026. The Compensation Committee then set the threshold three-year cumulative adjusted pre-tax income goal at 10% below target, the above target goal at 10% above target and the maximum goal at 15% above target. By setting the target 2024 performance goal consistent with the annual business plan, the Compensation Committee believes executives are appropriately challenged and aligned with the Company’s goals. As in past years, if the threshold three-year cumulative adjusted pre-tax income goal is not achieved, then no payout would be made with respect to the 2024-2026 PSU awards. The specific threshold, target, above target, and maximum three-year cumulative adjusted pre-tax income goals for the 2024-2026 LTI awards that were established by the Compensation Committee at the time of grant are maintained by us as proprietary and confidential. The Compensation 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.

  52. Long-Term Incentives – 2024-2026 LTI Program

    | Century Communities, Inc. – 2025 Proxy Statement | 68 |

  53. Long-Term Incentives – 2022-2024 LTI Payouts

    Long-Term Incentives – 2022-2024 LTI Payouts 2022-2024 LTI Award Opportunity: As with the 2024-2026 LTI awards, for the 2022-2024 LTI awards, the Compensation Committee 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. As with the 2024-2026 LTI awards, the target LTI award opportunity was 500% of base salary for each of our Co-CEOs.

  54. Long-Term Incentives – 2022-2024 LTI Payouts

    | | Performance-Based (100%) | | | | | Named Executive Officer | Threshold (50%) | Target (100%) | Above Target (200%) | Maximum (250%) | | Dale Francescon | 40,591 shares | 81,182 shares ($5,000,000) | 162,364 shares | 202,955 shares | | Robert J. Francescon | 40,591 shares | 81,182 shares ($5,000,000) | 162,364 shares | 202,955 shares |

  55. Long-Term Incentives – 2022-2024 LTI Payouts

    2022-2024 LTI Award Performance Goals: Performance goals for the 2022 to 2024 performance period, were established and PSU awards were granted in mid-March 2022 taking into consideration the national housing market and the U.S. macroeconomic environment at that time and our then current and anticipated financial and operational performance. Recall that the new home market in early 2022 was plagued with continued headwinds from municipal and utility delays, supply chain disruptions, labor shortages, elongated construction cycle times, and rising input costs, which when coupled with an accelerating interest rate environment, ultimately resulted in an industry wide slowdown beginning in the first half of 2022. As a result, given uncertainty and challenging market conditions, the target three-year cumulative adjusted pre-tax income goal was based on the actual three-year cumulative adjusted pre-tax income for the 2019 to 2021 performance period, with 2021 results representing what was then by far the most profitable year in the Company’s history. The threshold goal was set at 10% below target; the above target goal was set at 10% above target; and the maximum goal was set at 15% above target. The table below outlines the threshold, target, above target, and maximum three-year cumulative adjusted pre-tax income goals for the 2022-2024 PSU awards, along with actual performance. The performance goals which were set in mid-March 2022 were the performance goals against which actual performance was measured. The 2022-2024 LTI award performance goals were never reset, changed or altered during or subsequent to the end of the three-year performance period.

  56. Long-Term Incentives – 2022-2024 LTI Payouts

    | Metric | Threshold | Target | Above Target | Maximum | Actual (Maximum) | | Three-year cumulative adjusted pre-tax income(1) | $996.0 mil. | $1.106 bil. | $1.217 bil. | $1.328 bil. | $1.593 bil. |

  57. Long-Term Incentives – 2022-2024 LTI Payouts

    | ________________________ |

  58. Long-Term Incentives – 2022-2024 LTI Payouts

    | (1) This is a non-GAAP financial measure. Adjusted pre-tax income for a particular year is calculated by excluding executive bonus expense and typically nonrecurring expenses, such as acquisition expenses, purchase price accounting adjustments, amortization of acquisition related intangibles, impairments, abandonments, discontinued operations, 45L costs, legal and settlement costs on closed projects, debt extinguishments, severance costs, etc. from net income, as applicable for the year. The calculation of adjusted pre-tax income, as used for purposes of our LTI program is calculated differently than adjusted pre-tax income as reported in our earnings releases and related periodic reports. A reconciliation of adjusted pre-tax income, as used for purposes of our LTI program, can be found in Appendix A to this proxy statement. |

  59. Long-Term Incentives – 2022-2024 LTI Payouts

    2022-2024 LTI Award Payouts: For the 2022 to 2024 performance period, we achieved three-year cumulative adjusted pre-tax income of $1.593 billion, exceeding the maximum level of performance. This was due to our unprecedented record performance during the past three years. Based on this result, the 2022 to 2024 PSU award payout was at the maximum performance level. Accordingly, Messrs. Dale and Robert Francescon each received 202,955 shares under the 2022-2024 LTI program, which shares were approved for payout upon the Compensation Committee’s certification of performance against the pre-established goals at its meeting on February 5, 2025. In addition, each of Messrs. Dale and Robert Francescon received an additional 7,885 shares upon the settlement of dividend equivalent rights associated with these PSU awards. The net shares received by Messrs. Dale and Robert Francescon are subject to a one-year mandatory holding period. None of our other NEOs received a payout for the 2022-2024 LTI awards. A summary of the PSU awards paid out for the 2022 to 2024 performance period, and the value realized on vesting for those awards, can be found in the Option Exercises and Stock Vested During 2024 table on page 80 in the “Number of Shares Acquired on Vesting” and “Value Realized on Vesting” columns, respectively.

  60. Long-Term Incentives – 2022-2024 LTI Payouts

    | Century Communities, Inc. – 2025 Proxy Statement | 69 |

  61. Long-Term Incentives – 2025 Changes

    Long-Term Incentives – 2025 Changes Consistent with our typical practice, our 2025 LTI program for our NEOs was recently established, and in response to stockholder input, incorporates specific changes suggested by our stockholders. The 2025 LTI program is comprised of 100% PSU awards, the vesting of which is based on the achievement of a mix of both absolute and relative performance goals – a three-year cumulative adjusted pre-tax income and three-year cumulative revenue – with a relative total stockholder return modifier. Previously, the PSU awards were based on the achievement of a single, absolute goal, being three-year cumulative adjusted pre-tax income. The new TSR modifier is based on our three-year cumulative TSR relative to the average TSR of all companies in our peer group. The TSR modifier has the potential to decrease by 10% or increase up to 20% the ultimate payout of the PSU awards. In addition, beginning with these 2025 PSU awards, we imposed a three-year (as opposed to the prior one-year) mandatory post-vesting holding period on shares issued in settlement of our PSU awards to our Executive Chairman and CEO, with a mandatory one-year post-vesting holding period on the PSU awards granted to our CFO. Also, in response to stockholder input regarding our pay levels, the LTI target opportunities were reduced by 16% for our Executive Chairman (a reduction of 20% based on anticipated grant date fair value amounts) and reduced by 5% for our CEO (a reduction of 10% based on anticipated grant date fair value amounts), as compared to 2024 levels, with corresponding decreases for the other payout levels.

  62. Long-Term Incentives – 2025 Changes

    | Named Executive Officer | 2024 Target Payout ($) | 2025 Target Payout ($) | Change (%) | | Dale Francescon | 5,000,000 | 4,200,000 | (16)%/(20)% | | Robert J. Francescon | 5,000,000 | 4,750,000 | (5)%/(10)% | | J. Scott Dixon | N/A | 1,000,000 | N/A |

  63. Long-Term Incentives – 2025 Changes

    The higher percentage decreases of 20% and 10% for our Executive Chairman and CEO, respectively, are based on anticipated grant date fair value amounts due to the illiquidity discount associated with the three-year mandatory post-vesting holding period.

  64. Other Benefits

    We provide our NEOs with modest perquisites to attract and retain them and to allow them to more efficiently utilize their time and to support them in effectively contributing to the success of our Company. The perquisites provided to our NEOs, during 2024 included an automobile and cellular telephone allowance and, in the case of Messrs. Dale and Robert Francescon, reimbursements for term life insurance premiums. For Messrs. Dale and Robert Francescon, the monthly amount for their automobile and cellular telephone allowances and reimbursements for term life insurance premiums have each been reduced by 20% for 2025. When it is not being used for Company purposes, Messrs. Dale and Robert Francescon may use our corporate aircraft for non-Company purposes. In the event of such use, Messrs. Dale and Robert Francescon are required to reimburse the Company at a lease rate equal to the aggregate incremental per hour cost of each flight pursuant to the terms of their aircraft time sharing agreements. We believe these benefits are an important part of our overall compensation program and help us accomplish our goal of attracting, retaining, and rewarding top executive talent. Employment Agreements, SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS, and POST-TERMINATION RESTRICTIONS The compensation paid to our Executive Chairman and CEO is governed, in part, by employment agreements, which are described under “Executive Compensation—Employment and Other Agreements.” The purpose of these agreements is to define the essential terms of their 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 are intended to induce these executives to continue employment with us and to retain them and provide consideration to them for certain restrictive covenants that apply following a termination of employment. Additionally, these agreements 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. Any severance is conditioned upon our receipt 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 Messrs. Dale and Robert Francescon. These provisions provide Messrs. Dale and Robert Francescon 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 Messrs. Dale or Robert Francescon is terminated by Century without cause or by him for good reason within 24 months following or 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. Our equity compensation plans also contain “double trigger” change in control provisions. We believe these change in control arrangements 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.

  65. Other Benefits

    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, see the discussions under “Executive Compensation—Compensation Risk Assessment.” Clawback Policy We maintain a mandatory clawback policy which provides 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 applicable SEC and NYSE rules. 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 2023 as members of our peer group for purposes of analyzing the market competitiveness of our 2024 executive compensation program:

  66. Other Benefits

    In approving this peer group, no changes were made from prior year’s peer group. All of the peer group companies are public companies in the homebuilding or manufactured housing industries and that have annual revenues and a price to earnings ratio generally within a range of our annual revenues and price to earnings ratio. We potentially compete with these peers for employees, land, customers and trade partners in various markets. Even though some of the peers may be larger than we are nationally, we are larger than some or all of the peers in certain markets. As of July 2023, when the peer group was recommended by WealthPoint, we ranked at the 51st percentile of our peer group for revenue. Finally, in constructing this peer group, the Compensation Committee also considered whether to include companies that proxy advisory firms consider a peer of ours in their latest voting recommendations reports and decided not to include such companies since some of such companies are not in the homebuilding industry and the Compensation Committee views Century’s self-constructed peer group primarily as a tool for helping to ensure ensuring that Century’s executive compensation is fair and remains competitive. How We Make Compensation Decisions There are several elements to our executive compensation decision-making, which we believe allow us to most effectively implement our compensation philosophy. The Compensation Committee, its independent external compensation consultant, and management all have a role in decision-making for executive compensation. The following table summarizes their roles and responsibilities.

  67. Other Benefits

    | Responsible Party | Roles and Responsibilities | | Independent External Compensation Consultant (WealthPoint, LLC) (Independent under NYSE listing standards and reports to the Compensation Committee) | ● Provides advice and guidance on the appropriateness and competitiveness of our executive compensation program relative to our performance and market practice. ● Reviews total compensation strategy and pay levels for executive officers. ● Examines our executive compensation program to ensure that each element supports our business strategy. ● Assists in selection of peer companies and gathering competitive market data. ● Reviews structure and competitiveness of our non-employee director compensation program. | | Executive Chairman and Chief Executive Officer (With the support of other members of the management team) | ● Review performance of other Section 16 officers and make recommendations with respect to their compensation. ● Confer with the Compensation Committee and compensation consultant concerning design and development of compensation and benefit plans. ● Provide no recommendations with respect to their own compensation. |

  68. Other Benefits

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Dale Francescon | 2024 | 1,000,000 | 0 | 4,635,798 | 6,170,519 | 97,851 | 11,904,168 | | Executive Chairman | 2023 | 1,000,000 | 0 | 4,565,181 | 7,000,000 | 75,000 | 12,640,181 | | | 2022 | 979,167 | 0 | 4,540,509 | 5,650,202 | 73,589 | 11,243,467 | | Robert J. Francescon | 2024 | 1,000,000 | 0 | 4,635,798 | 6,170,519 | 91,917 | 11,898,234 | | Chief Executive Officer | 2023 | 1,000,000 | 0 | 4,565,181 | 7,000,000 | 78,501 | 12,643,682 | | and President | 2022 | 979,167 | 0 | 4,540,509 | 5,650,202 | 73,589 | 11,243,467 | | J. Scott Dixon | 2024 | 552,778 | 1,250,000 | 963,612 | 0 | 11,811 | 2,778,201 | | Chief Financial Officer(5) | | | | | | | | | David L. Messenger | 2024 | 224,760 | 0 | 0 | 0 | 191,624 | 416,384 | | Former Chief Financial | 2023 | 750,000 | 0 | 2,145,647 | 3,750,000 | 26,866 | 6,672,513 | | Officer(5) | 2022 | 729,167 | 0 | 2,134,065 | 3,026,892 | 19,589 | 5,909,713 |

  69. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    | (5) All of outstanding equity awards held by David L. Messenger terminated immediately upon his resignation effective March 22, 2024. |

  70. 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 other NEOs during each of the past five fiscal years, as well as total stockholder return, net income and adjusted pre-tax income information for each of the past five 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.”

  71. Pay Versus Performance Table

    | | | | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2)(3) ($) | Table Total for Non-PEO Named Executive Officers(4) ($) | Actually Paid to Non-PEO Named Executive Officers(5)(6) ($) | Total Shareholder Return(7) ($) | Peer Group Total Shareholder Return(8) ($) | Net Income(9) ($) | Adjusted Pre-Tax Income(10) ($) | | 2024 | 11,904,168 | 18,492,095 | 1,597,293 | 1,442,668 | 281 | 245 | 333.8 mil. | 492.0 mil. | | 2023 | 12,640,181 | 30,579,943 | 6,672,513 | 13,289,918 | 345 | 239 | 259.2 mil. | 376.8 mil. | | 2022 | 11,243,467 | 4,167,973 | 5,909,713 | 2,764,958 | 187 | 141 | 525.1 mil. | 724.4 mil. | | 2021 | 6,753,672 | 21,042,937 | 3,975,157 | 10,204,341 | 301 | 190 | 498.5 mil. | 665.7 mil. | | 2020 | 8,399,383 | 17,932,272 | 3,744,745 | 7,909,240 | 160 | 127 | 206.2 mil. | 281.5 mil. |

  72. Pay Versus Performance Table

    | (1) Amounts reported represent the Summary Compensation Table total for Dale Francescon, one of our Co-CEOs during the years presented, 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 $11,898,234, $12,643,682, $11,243,467, $6,752,940 and $8,398,651 for 2024, 2023, 2022, 2021 and 2020, respectively. See “Executive Compensation—Summary Compensation Table” in this proxy statement and in our 2022 proxy statement for more information. |

  73. 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 during the years presented, 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 $18,486,161, $30,583,444, $4,167,973, $21,042,205 and $17,931,540 for 2024, 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. |

  74. 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 the year ended December 31, 2024: |

  75. Pay Versus Performance Table

    | | | D. Francescon ($) | R. Francescon ($) | | Summary Compensation Table Total for 2024 | | 11,904,168 | 11,898,234 | | Deduct: | Stock-based awards(a) | (4,635,798) | (4,635,798) | | Add: | Year-end fair value of equity awards granted during the year that are outstanding and unvested(b) | 6,135,513 | 6,135,513 | | Add: | Change in fair value of equity awards granted in prior years that are outstanding and unvested(c) | (2,886,939) | (2,886,939) |

  76. Pay Versus Performance Table

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  77. Pay Versus Performance Table

    | | | D. Francescon ($) | R. Francescon ($) | | Add: | Change in fair value of equity awards granted in prior years that vested during the year(d) | 7,566,132 | 7,566,132 | | Add: | Value of dividend equivalents accrued on equity awards during the year(e) | 409,019 | 409,019 | | Compensation Actually Paid for 2024 | | 18,492,095 | 18,486,161 |

  78. Pay Versus Performance Table

    | (a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the year ended December 31, 2024. No option awards were granted during the year ended December 31, 2024. |

  79. Pay Versus Performance Table

    | (b) Represents the year-end value of equity awards granted during the year ended December 31, 2024 that were outstanding and unvested as of December 31, 2024. |

  80. Pay Versus Performance Table

    | (c) Represents the amount of change as of December 31, 2024 (from the end of the prior fiscal year, December 31, 2023) in fair value of any equity awards granted in prior years that are outstanding and unvested as of December 31, 2024. |

  81. Pay Versus Performance Table

    | (d) Represents the amount of change as of the vesting date (from the end of the prior fiscal year, December 31, 2023) in fair value of any equity awards granted in prior years that vested during the year ended December 31, 2024, including the value of dividend equivalents. |

  82. Pay Versus Performance Table

    | (e) Represents the dollar value of any dividends or other earnings paid on equity awards during the year ended December 31, 2024 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 year ended December 31, 2024. |

  83. Pay Versus Performance Table

    Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for the year ended December 31, 2024 and include the addition (or subtraction, as applicable) of: (i) the year-end fair value of any equity awards granted in the year ended December 31, 2024 that are outstanding and unvested as of December 31, 2024, the end of such year; (ii) the amount of change as of December 31, 2024 (from the end of the prior fiscal year, December 31, 2023) in fair value of any equity awards granted in prior years that are outstanding and unvested as of December 31, 2024; (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 year ended December 31, 2024, the amount equal to the change as of the vesting date (from the end of the prior fiscal year, December 31, 2023) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year ended December 31, 2024, a deduction for the amount equal to the fair value at the end of the prior fiscal year, December 31, 2023; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the year ended December 31, 2024 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 year. Adjustments as provided in clauses (iii) and (v) are inapplicable. The valuation assumptions used to calculate fair values did not materially differ from those used at the time of grant. The value of RSU awards is based on the fair value as of the end of the year ended December 31, 2024 or change in fair value during the year ended December 31, 2024, 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 year ended December 31, 2024 or change in fair value during the year ended December 31, 2024, in each case based on the same methodology as used in our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2024. For detail on the amounts deducted from or added to the Summary Compensation Table total for each of our PEOs in determining compensation actually paid to each our PEOs for the years ended December 31, 2023, 2022, 2021 and 2020, see our 2024 and 2023 proxy statements.

  84. Pay Versus Performance Table

    | (4) The amounts in this column represent the average total compensation for our non-PEO NEOs for each of the years presented as disclosed in the Summary Compensation Table of this proxy statement and our 2022 proxy statement. Our non-PEO NEOs for 2024 were J. Scott Dixon and David L. Messenger and our non-PEO NEOs for 2023, 2022, 2021 and 2020 were just David L. Messenger for each of these years. J. Scott Dixon succeeded David L. Messenger, who stepped down on March 22, 2024. Because each non-PEO NEO served for only a portion of 2024, the average of their compensation appears significantly lower than the totals reported for prior years. |

  85. Pay Versus Performance Table

    | (5) The amounts in this column represent the average compensation actually paid to our non-PEO NEOs for each of the years presented. The dollar amounts in this column do not reflect the average of the actual amount of compensation awarded to, earned by or paid to our non-PEO NEOs during the applicable year. As noted above, J. Scott Dixon succeeded David L. Messenger, who stepped down on March 22, 2024. Because each non-PEO NEO served for only a portion of 2024, the average of their compensation appears significantly lower than the totals reported for prior years. |

  86. Pay Versus Performance Table

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  87. 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 average Summary Compensation Table total for our non-PEO NEOs for the year ended December 31, 2024: |

  88. Pay Versus Performance Table

    | | | Average Non- PEO NEO ($) | | Average non-PEO NEO Summary Compensation Table Total for 2024 | | 1,597,293 | | Deduct: | Stock-based awards(a) | (481,806) | | Add: | Year-end fair value of equity awards granted during the year that are outstanding and unvested(b) | 381,840 | | Add: | Change in fair value of equity awards granted in prior years that are outstanding and unvested(c) | (51,589) | | Add: | Change in fair value of equity awards granted in prior years that vested during the year(d) | (9,526) | | Add: | Value of dividend equivalents accrued on equity awards during the year(e) | 6,456 | | Average non-PEO NEO Compensation Actually Paid for 2024 | | 1,442,668 |

  89. Pay Versus Performance Table

    | (a) Represents the average of the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the year ended December 31, 2024. No option awards were granted during the year ended December 31, 2024. |

  90. Pay Versus Performance Table

    | (b) Represents the average of the year-end value of equity awards granted during the year ended December 31, 2024 that are outstanding and unvested as of the end of such year, December 31, 2024. |

  91. Pay Versus Performance Table

    | (c) Represents the average of the amount of change as of the end of the year, December 31, 2024 (from the end of the prior fiscal year, December 31, 2023) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such year, December 31, 2024. |

  92. Pay Versus Performance Table

    | (d) Represents the average of the amount of change as of the vesting date (from the end of the prior fiscal year, December 31, 2023) in fair value of any equity awards granted in prior years that vested during the year ended December 31, 2024, including the value of dividend equivalents. |

  93. Pay Versus Performance Table

    | (e) Represents the average of the dollar value of any dividends or other earnings paid on equity awards in the year ended December 31, 2024 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 year. |

  94. Pay Versus Performance Table

    Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for the year ended December 31, 2024 and include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the year ended December 31, 2024 that are outstanding and unvested as of the end of such year, December 31, 2024; (ii) the amount of change as of the end of the year ended December 31, 2024 (from the end of the prior fiscal year, December 31, 2023) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of the year ended December 31, 2024; (iii) for equity awards that are granted and vest in the same year, the fair value as of the vesting date; (iv) for equity awards granted in prior years that vest in the year ended December 31, 2024, the amount equal to the change as of the vesting date (from the end of the prior fiscal year, December 31, 2023) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year ended December 31, 2024, a deduction for the amount equal to the fair value at the end of the prior fiscal year, December 31, 2023; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the year ended December 31, 2024 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 year. Adjustments as provided in clauses (iii) and (v) are inapplicable. The valuation assumptions used to calculate fair values did not materially differ from those used at the time of grant. The average of the value of RSU awards is based on the fair value as of the end of the year ended December 31, 2024 or change in fair value during the year, in each case based on the closing sale price of our common stock, as reported by the NYSE. The average of the value of PSU awards is based on the fair value as of the end of the year ended December 31, 2024 or change in fair value during such year, in each case based on the same methodology as used in our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2024.

  95. Pay Versus Performance Table

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  96. Pay Versus Performance Table

    For detail on the average of amounts deducted from or added to the Summary Compensation Table total for our non-PEO NEOs in determining the average of compensation actually paid to our non-PEO NEOs for the years ended December 31, 2023, 2022, 2021 and 2020, see our 2024 and 2023 proxy statements.

  97. 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. |

  98. Pay Versus Performance Table

    | (8) The peer group total shareholder return is based on the Dow Jones U.S. Select Home Construction Index, which is the industry peer group we use for purposes of our stock performance graph in our annual report on Form 10-K for the year ended December 31, 2024. This industry group is broader than the industry group we used in prior years since we believe the Dow Jones U.S. Select Home Construction Index is more representative of a group similar to Century. The former industry self-constructed peer group we used in prior years consisted 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., Champion Homes, Inc., Taylor Morrison Home Corporation, Toll Brothers, Inc., and Tri Pointe Homes, Inc. The total shareholder return for this former industry self-constructed peer group for 2024, 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”: $266, $243, $125, $173 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. |

  99. Pay Versus Performance Table

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

  100. 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 and other typically nonrecurring expenses, such as acquisition-related expenses, purchase price adjustments, loss from debt extinguishment, impairments, abandonment of land contracts, and discontinued operations, 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. A reconciliation of adjusted pre-tax income, as used for purposes of our LTI program, can be found in Appendix A to this proxy statement. |

  101. 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.

  102. Century TSR, Peer Group TSR, Prior Peer Group TSR and Compensation Actually Paid

    Century TSR, Peer Group TSR, Prior Peer Group TSR and Compensation Actually Paid Our current industry peer group for purposes of the stock performance graph in our annual report on Form 10-K for the year ended December 31, 2024 is the Dow Jones U.S. Select Home Construction Index. The graph below compares the cumulative total stockholder return (assuming reinvestment of dividends) on $100 invested in each of our common stock, the Dow Jones U.S. Select Home Construction Index, and our former industry peer group for the five-year period from December 31, 2019 to December 31, 2024. Our former 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., Champion Homes, Inc., Taylor Morrison Home Corporation, Toll Brothers, Inc., and Tri Pointe Homes, Inc. As the graph above illustrates, our cumulative TSR consistently outperformed the cumulative TSR of the Dow Jones U.S. Select Home Construction Index and our former industry peer group during the five years presented in the table. Note that the stock price performance shown in the graph above is not indicative of future price performance.

  103. Century TSR, Peer Group TSR, Prior Peer Group TSR and Compensation Actually Paid

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

    The graph below compares the compensation actually paid to our NEOs as reflected in the Pay Versus Performance table to our total stockholder return (assuming reinvestment of dividends) for each of the past five fiscal years. As demonstrated in the graph above, the amount of compensation actually paid to our NEOs is generally aligned with our cumulative TSR over the five years presented in the graph. 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 changes in our stock price over the five-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 was comprised of equity awards for 2024.

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

    Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income The graph below compares the compensation actually paid to our NEOs as reflected in the Pay Versus Performance table to our net income for each of the past five fiscal years.

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

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

    The graph below compares the compensation actually paid to our NEOs as reflected in the Pay Versus Performance table to our adjusted pre-tax income for each of the past five fiscal years. As demonstrated by the two graphs above, 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 five years presented in the graph, although it is aligned, to some extent, with changes in our stock price given the significant portion of the compensation actually paid to our NEOs is comprised of equity awards, the value of which is driven by changes in our stock price. 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 2024, 90% of total target compensation awarded to our Co-CEOs was comprised of performance-based compensation.

  108. Additional Information Regarding Pay Versus Performance Relationship

    Additional Information Regarding Pay Versus Performance Relationship As additional information to the foregoing required descriptions of the relationships between the information presented in the Pay versus Performance table above as required under Item 402(v) of SEC Regulation S-K, we are providing the following supplemental information to illustrate our commitment to aligning executive pay with our performance. As illustrated below, we believe our executive compensation to our PEOs during the past five years has been directly aligned with our financial and operating performance, as measured by those metrics that we believe are the most important to our Company and our strategic objectives. In addition to measuring our performance based primarily on our profitability, as measured by our net income, adjusted pre-tax income and adjusted EBITDA, we also measure our performance based on other financial and operating metrics, including in particular total revenues, home sales deliveries, and community count. We view these metrics as particularly important since they are indicative of our growth and our investment in future growth.

  109. Additional Information Regarding Pay Versus Performance Relationship

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  110. Additional Information Regarding Pay Versus Performance Relationship

    We note that all of these metrics have increased substantially during the past five years as illustrated in the bar graphs below: We note that other key metrics important to our stockholders, including our stock price, book value per share and stockholders’ equity, also have increased substantially during the past five years as illustrated in the bar graphs below: Despite these substantial increases in these important financial and operating metrics, the total compensation of each of our PEOs, as determined in accordance with SEC rules and as disclosed in our Summary Compensation Table in our proxy statement each year, increased only 34% in 2024 as compared to 2019. While it is our understanding that Glass Lewis & Co. Inc. views a company’s operating cash flow as an important metric in its pay for performance analyses, we note that although our operating cash flow tripled in 2024 compared to 2023, we view other metrics, such as total revenues, home sales deliveries, and community count, as more important and strategic for us since we believe those metrics are more indicative of our ability to invest in the future growth of our business. The information contained in this “Pay Versus Performance” section shall not be deemed to be “soliciting material” or to be “filed” with the SEC, or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

  111. Additional Information Regarding Pay Versus Performance Relationship

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  112. Additional Information Regarding Pay Versus Performance Relationship

    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 and Robert J. Francescon, who served as our Co-CEOs during 2024, 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 2024:

  113. Additional Information Regarding Pay Versus Performance Relationship

    | ● | the annual total compensation of each of Dale Francescon and Robert J. Francescon was $11.9 million; |

  114. Additional Information Regarding Pay Versus Performance Relationship

    | ● | the annual total compensation of the employee identified at median of our Company (other than Dale Francescon and Robert J. Francescon) was $117,609; and |

  115. Additional Information Regarding Pay Versus Performance Relationship

    | ● | based on this information, the ratio of the annual total compensation of each of Dale Francescon and Robert J. Francescon 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 101:1. |

  116. Additional Information Regarding Pay Versus Performance Relationship

    To calculate the foregoing, we used the following methodology, assumptions, and estimates:

  117. Additional Information Regarding Pay Versus Performance Relationship

    | Selection of Determination Date and Employee Population | We selected December 31, 2024 as the date we would use to identify our employee population and “median employee.” We determined that, as of that date, our entire employee population, excluding our then Co-CEOs, consisted of 1,723 total employees, all of whom were employed in the United States. In determining this population, we considered the employees of our subsidiaries and all of our employees other than Dale Francescon and Robert J. Francescon, 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. | | Identification of Median Employee | 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. |

  118. Additional Information Regarding Pay Versus Performance Relationship

    | Calculation of Median Employee’s Annual Total Compensation | We calculated 2024 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 75 of this proxy statement. | | Calculation of Co-CEO’s Annual Total Compensation | With respect to the 2024 annual total compensation of Dale Francescon and Robert J. Francescon, we used the amount set forth in the “Total” column of our Summary Compensation Table included on page 75 of this proxy statement. |

  119. Additional Information Regarding Pay Versus Performance Relationship

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  120. Additional Information Regarding Pay Versus Performance Relationship

    POTENTIAL pOST-tERMINATION AND CHANGE IN CONTROL PAYMENTS

  121. 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, 2024 termination date. Pursuant to applicable SEC rules, since Mr. Messenger voluntarily resigned prior to December 31, 2024, the table below shows potential payments to him only under the actual triggering event that occurred in connection with his departure and not the other potential triggering events that were no longer a possibility as of December 31, 2024. All equity awards are valued at the closing price of our common stock on December 31, 2024 ($73.36), as reported by the NYSE. As of December 31, 2024, the only equity awards held by Messrs. Dale and Robert Francescon were PSU awards and the only equity awards held by Mr. Dixon were RSU awards. All of Mr. Messenger’s equity awards terminated in connection with his voluntary resignation.

  122. 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 | 0 | — | 0 | | | Incentive Pay(4) | 10,408,797 | 15,613,196 | 0 | — | 0 | | | RSU Award Vesting | N/A | N/A | N/A | N/A | N/A | | | PSU Award Vesting(5) | 18,416,074 | 18,416,074 | 0 | 18,416,074 | 0 | | | Other Benefits(6) | 39,891 | 39,891 | 0 | 39,891 | 0 | | Robert J. Francescon | Severance Pay(3) | 2,000,000 | 3,000,000 | 0 | — | 0 | | | Incentive Pay(4) | 10,408,797 | 15,613,196 | 0 | — | 0 | | | RSU Award Vesting | N/A | N/A | N/A | N/A | N/A | | | PSU Award Vesting(5) | 18,416,074 | 18,416,074 | 0 | 18,416,074 | 0 | | | Other Benefits(6) | 53,755 | 53,755 | 0 | 53,755 | 0 | | J. Scott Dixon | Severance Pay | 0 | 0 | 0 | 0 | 0 | | | Incentive Pay | 0 | 0 | 0 | 0 | 0 | | | RSU Award Vesting | 0 | 1,235,749 | 0 | 0 | 0 | | | PSU Award Vesting | N/A | N/A | N/A | N/A | N/A | | | Other Benefits | 0 | 0 | 0 | 0 | 0 | | David L. Messenger | Severance Pay | N/A | N/A | 0 | N/A | N/A | | | Incentive Pay | N/A | N/A | 0 | N/A | N/A | | | RSU Award Vesting | N/A | N/A | 0 | N/A | N/A | | | PSU Award Vesting | N/A | N/A | 0 | N/A | N/A | | | Other Benefits | N/A | N/A | 0 | N/A | N/A |

  123. Potential Payments to Named Executive Officers

    | (1) While Messrs. Dale and Robert Francescon were entitled to certain benefits in the event of a retirement under their employment agreements in effect as of December 31, 2024, neither executive met the definition of retirement in his agreement to be entitled to such benefits. These employment agreements were amended effective as of January 1, 2025 to eliminate all payments and benefits previously provided in the case of a retirement. Mr. Messenger was not entitled to any benefits in the event of a voluntary resignation or retirement; and, therefore, no benefits were payable to him in connection with his voluntary resignation, effective March 22, 2024. |

  124. 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 $1,235,749 in the case of Mr. Dixon who is the only NEO that holds RSU awards. If the equity awards are not continued, assumed, or substituted with equivalent awards by the successor entity, then the PSU awards for the 2023 to 2025 performance period will automatically vest based on actual performance, resulting in a value of up to $14,243,284 in the case of each of Messrs. Dale and Robert Francescon, and the PSU awards for the 2024 to 2026 performance period will automatically vest based on target performance, resulting in a value of up to $4,172,790 in the case of each of Messrs. Dale and Robert Francescon, in each case including the value of related dividend equivalents. The PSU award values exclude any value for the PSU awards for the 2022 to 2024 performance period, since those awards were already earned. |

  125. Potential Payments to Named Executive Officers

    | Century Communities, Inc. – 2025 Proxy Statement | 92 |

  126. 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. |

  127. 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 or disability, the executive is entitled to his prorated actual earned 2024 bonus, which amount ($6,170,519) is not included since it was earned as of December 31, 2024. |

  128. 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 2023 to 2025 performance period and the 2024 to 2026 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 executive’s actual period of service. Since actual performance exceeded target performance for the 2023 to 2025 PSU awards, the table reflects the value of those PSU award shares based on actual performance, and since the actual performance did not exceed target performance for the 2024 to 2026 PSU awards, the table reflects the value of those PSU award shares based on target performance, in each case including related dividend equivalent rights. |

  129. 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. |

  130. Potential Payments to Named Executive Officers

    COMPENSATION Risk Assessment As a result of our annual 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 employees, including our NEOs, 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. As part of our assessment, we noted in particular the following:

  131. Potential Payments to Named Executive Officers

    | ● | annual base salaries for employees are not subject to performance risk and, for most non-executive employees, constitute the largest part of their total compensation; |

  132. Potential Payments to Named Executive Officers

    | ● | performance-based, or at risk, compensation awarded to our employees, which for our higher-level employees constitutes the largest part of their total compensation, is appropriately balanced between annual and long-term performance and cash and equity compensation and utilizes several different performance measures and goals that are drivers of long-term success for our Company and stockholders and has appropriate maximums; and |

  133. Potential Payments to Named Executive Officers

    | ● | a significant portion of performance-based compensation is in the form of long-term equity incentives, which do not encourage unnecessary or excessive risk because they generally have a three-year performance period or vest over a three-year period of time, thereby focusing our employees on our long-term interests. |

  134. Potential Payments to Named Executive Officers

    As a matter of best practice, we will continue to monitor our compensation policies, practices, and programs to ensure that they continue to align the interests of our employees, including in particular our executive officers, with those of our long-term stockholders while avoiding unnecessary or excessive risk.

  135. Potential Payments to Named Executive Officers

    | Century Communities, Inc. – 2025 Proxy Statement | 93 |

  136. Potential Payments to Named Executive Officers

    ANTI-HEDGING and ANTI-PLEDGING POLICY Under our insider trading policy, trading in our securities is subject to the following guidance for all officers and directors and those employees or consultants with access to material non-public information (collectively referred to as insiders):

  137. Potential Payments to Named Executive Officers

    | ● | Short Sales. No insider may engage in “short sales” (sales of securities that are not then fully owned and paid for), “hedging,” “share lending,” or derivatives trading (e.g., puts, calls, cash settled or other swaps or synthetic securities trading) of our securities. |

  138. Potential Payments to Named Executive Officers

    | ● | Publicly Traded Options. No insider may engage in transactions in publicly traded options, such as “puts,” “calls” and other derivative securities (to the extent applicable to the Company), on a securities exchange or in any other organized market, or enter into hedges or swaps involving our securities. |

  139. Potential Payments to Named Executive Officers

    | ● | Short-Term Trading. Insiders who purchase our securities may not sell any of our securities of the same class for at least six months after the purchase, and insiders who sell Company securities may not purchase any Company securities of the same class for at least six months after the sale. |

  140. Potential Payments to Named Executive Officers

    | ● | Trading on Margin. Insiders may not hold our securities in a margin account, except as permitted in certain circumstances by the Compliance Officer. |

  141. Potential Payments to Named Executive Officers

    | ● | Pledging. Insiders may not pledge our securities as collateral for a loan, except as permitted in certain circumstances by the Compliance Officer. |

  142. Potential Payments to Named Executive Officers

    | ● | Standing Orders. Standing orders to purchase our securities should be used only for a very limited period of time (e.g., 72 hours). A standing order placed with a broker to sell or purchase securities at a specified price leaves the insider with no control over the timing of the transaction. A standing order transaction executed by the broker when an insider is aware of material nonpublic information may result in unlawful insider trading. |

  143. Potential Payments to Named Executive Officers

    The information contained in this “Anti-Hedging and Anti-Pledging Policy” section shall not be deemed to be “soliciting material” or to be “filed” with the SEC, or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act. Compensation Committee Interlocks and Insider Participation None of the members of the Compensation Committee has or had any relationship requiring disclosure under Item 404 of SEC Regulation S-K or has ever been an officer or employee of Century or any of our subsidiaries. None of our executive officers serves, or in the past has served, as a member of the board of directors or the Compensation Committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Board or the Compensation Committee.

  144. Potential Payments to Named Executive Officers

    | Century Communities, Inc. – 2025 Proxy Statement | 94 |

  145. Potential Payments to Named Executive Officers

    DIRECTOR COMPENSATION Overview Our non-employee director compensation program generally is designed to attract and retain experienced and knowledgeable directors and to provide equity-based compensation to align the interests of our directors with those of our stockholders. In 2024, our non-employee director compensation was comprised of equity compensation, in the form of annual stock awards, and cash compensation, in the form of annual retainers. Each of these components is described in more detail below. Dale Francescon and Robert J. Francescon, as employee directors, do not receive any additional compensation for their service as directors. DIRECTOR COMPENSATION Process The Board of Directors has delegated to the Compensation Committee the responsibility, among other things, to review and recommend to the Board any proposed changes in non-employee director compensation. In connection with such review, the Compensation Committee is assisted in performing its duties by our Human Resources Department and also engages an independent external compensation consultant to provide analysis regarding non-employee director compensation. During 2024, the Compensation Committee engaged WealthPoint to review our non-employee director compensation. WealthPoint’s review consisted of, among other things, analysis of board compensation trends and a competitive assessment based on a selected group of companies operating in the United States that are similarly situated to us. The peer group used for this analysis was the same peer group used for the executive compensation analysis. The Compensation Committee considered this data in determining whether to recommend any changes to our non-employee director compensation program. No changes were made to our non-employee director compensation program during 2024 Director Compensation Program The following table sets forth our non-employee director compensation program for 2024.

  146. Potential Payments to Named Executive Officers

    | | ($) | | Board Member Retainer | 80,000 | | Audit Committee Chair Premium | 15,000 | | Audit Committee Member Retainer (including Chair) | 11,000 | | Compensation Committee Chair Premium | 12,500 | | Compensation Committee Member Retainer (including Chair) | 10,000 | | Nominating and Corporate Governance Committee Chair Premium | 10,000 | | Nominating and Corporate Governance Committee Member Retainer (including Chair) | 10,000 | | Annual Stock Award | 175,000 |

  147. Potential Payments to Named Executive Officers

    Annual cash retainers are typically paid in advance either annually or quarterly. Annual stock awards are granted on the date of the annual meeting of stockholders each year and the number of shares is determined by dividing the value by the closing price of our common stock on the grant date. The stock awards are fully vested on the date of grant. New director stock awards are granted on the date of election to the Board and are prorated.

  148. Potential Payments to Named Executive Officers

    | Century Communities, Inc. – 2025 Proxy Statement | 95 |

  149. Potential Payments to Named Executive Officers

    We reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in-person at Board and Board committee meetings. Under the terms of the Century Communities, Inc. 2022 Omnibus Incentive Plan, the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with FASB ASC Topic 718, or any successor thereto) of awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year may not exceed $1 million (increased to $1.5 million with respect to any non-employee director serving as Chair of the Board or Lead Independent Director or in the fiscal year of a non-employee director’s initial service as a non-employee director). Any compensation that is deferred counts towards this limit for the year in which the compensation is first earned, and not a later year of settlement. NON-EMPLOYEE Director Compensation HIGHLIGHTS Some of the highlights of our non-employee director compensation are:

  150. Potential Payments to Named Executive Officers

    | | No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. | | | Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stockholders. | | | Recognition of Special Roles: Special roles (such as Committee Chairs) are fairly recognized for their additional time commitments. | | | Annual Equity Grants with Immediate Vesting: Equity awards are granted annually with a fixed value and immediate vesting to support independence. | | | Limit on Total Non-Employee Director Compensation: Our omnibus incentive plan contains a limit on total non-employee director compensation. | | | Robust Stock Ownership Guidelines: A guideline of five times the annual Board cash retainer supports alignment with stockholders’ interests and mitigates potential compensation-related risk. | | | No Perquisites: Our directors receive no perquisites, personal benefits or other compensation. |

  151. Potential Payments to Named Executive Officers

    | Century Communities, Inc. – 2025 Proxy Statement | 96 |

  152. Potential Payments to Named Executive Officers

    Summary Director Compensation Table for 2024 The following table sets forth information concerning the compensation of our non-employee directors during the year ended December 31, 2024. 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.”

  153. Potential Payments to Named Executive Officers

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Patricia L. Arvielo | 111,000 | 175,041 | — | — | 286,041 | | John P. Box | 121,000 | 175,041 | — | — | 296,041 | | Keith R. Guericke | 126,000 | 175,041 | — | — | 301,041 | | James M. Lippman | 123,500 | 175,041 | — | — | 298,541 | | Elisa Zúñiga Ramírez | 91,000 | 175,041 | — | — | 266,041 |

  154. Potential Payments to Named Executive Officers

    | (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 2,113 shares on May 8, 2024, the date of our 2024 Annual Meeting of Stockholders. For each director, the number of stock awards granted was determined by dividing the annual stock grant value, $175,000, 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, 2024. |

  155. Potential Payments to Named Executive Officers

    | (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, 2024. |

  156. Potential Payments to Named Executive Officers

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

  157. Potential Payments to Named Executive Officers

    | Century Communities, Inc. – 2025 Proxy Statement | 97 |

  158. Potential Payments to Named Executive Officers

    CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Policies and Procedures for Review and Approval of Related Party Transactions Our Code of Business Conduct and Ethics outlines the principles, policies, and values that govern the activities of Century, including with respect to conflicts of interest. It is specifically required by our Code of Business Conduct and Ethics that any transaction involving a conflict of interest be approved by a vote of a majority of Century’s disinterested and independent directors. Our Chief Financial Officer is generally responsible for overseeing and monitoring compliance with respect to transactions involving conflicts of interest. On any new related party transactions, if the party involved in the transaction is a member of the Board of Directors, such member of the Board is required to recuse or abstain from involvement in the decision. In addition, the charter of our Audit Committee requires the Audit Committee to approve or ratify all related party transactions. On a quarterly basis, the Audit Committee reviews all existing related party transactions and any new transactions that are brought to the attention of either management or the Board. Transactions with Related Persons For the period beginning on January 1, 2024 to the date of this proxy statement, the following are our current arrangements with a related party: