UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
INFORMATION
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Century Communities, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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PRELIMINARY PROXY MATERIAL – SUBJECT TO COMPLETION

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

(303) 770-8300

FROM OUR CHAIRMAN OF THE BOARD

Dear Fellow Stockholder:

You are cordially invited2022 was another strong year for our Company. We generated home sales revenues of $4.4 billion, a Company record, and delivered 10,594 homes, the second highest level in our history, resulting in record net income of $525 million. 2022 marked the 20^th anniversary of the founding of Century Communities and was also our 20^th year of consecutive profitability. The Company produced a return on equity of 27% and grew stockholders’ equity by 22% to attenda record $2.2 billion. Our book value per share increased to $67.67 per share, also a Company record, as of December 31, 2022.

During 2022, we continued to return cash to our shareholders while maintaining a strong balance sheet. Our quarterly dividend was increased to $0.20 per diluted share in the 2020first quarter of 2022 and further increased to $0.23 per diluted share in the first quarter of 2023. For the full year, we invested $120.6 million in repurchasing approximately 2.3 million shares of common stock at an average price of $52.32 per share, a 23% discount to ending book value, reducing our share count by approximately 7%. We ended the year with a homebuilding debt to capital ratio of 32.0%, $1.2 billion of total liquidity, including $353 million of cash, and our first senior debt maturity not due until 2027.

Together with the Board of Directors and the management team at Century Communities, I am pleased to invite you to our 2023 Annual Meeting of Stockholders, of Century Communities, Inc., a Delaware corporation, towhich will be held at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237, at 1:00 p.m. local time, on Wednesday, May 6, 2020.3, 2023.

AtIn connection with the Annual Meeting, youstockholders will be asked to consider and vote upon the following proposals: (1) to elect fivesix directors to serve for the ensuing year as members of the Board of Directors of Century; (2) to approve an amendment to our Certificate of Incorporation to eliminate or limit the personal liability of officers to the extent permitted by recent amendments to Delaware law; (3) to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; (3)2023; (4) to approve, on an advisory basis, our executive compensation; and (4)(5) to transact such other business as may properly come before the Annual Meeting or at any continuation, postponement, or adjournment thereof. The accompanying Notice of 20202023 Annual Meeting of Stockholders and proxy statement describe these matters in more detail. We urge you to read this information carefully.

The Board of Directors recommends a vote: FOR each of the fivesix nominees for director named in the proxy statement and FOR the approval of the other proposals being submitted to a vote of stockholders.

Whether or not youVoting your shares of Century common stock is easily achieved without the need to attend the Annual Meeting in person, and regardlessperson. Regardless of the number of shares of Century common stock that you own, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to vote your shares of Century common stock via the Internet, by telephone, or by promptly marking, dating, signing, and returning the proxy card. Voting over the Internet, by telephone, or by written proxy will ensure that your shares are represented at the Annual Meeting.

On behalf of the Board of Directors, and management of Century, we thank you for your participation, investment and continued support.

	Sincerely,
	Dale Francescon Chairman of the Board and Co-Chief Executive Officer
	March 24, 202022, 2023

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NOTICE OF 20202023 ANNUAL MEETING OF STOCKHOLDERS

The 20202023 Annual Meeting of Stockholders of Century Communities, Inc., a Delaware corporation, will be held on Wednesday, May 6, 2020,3, 2023, at 1:00 p.m. local time at the Hyatt Regency Denver Tech Center*Center located at 7800 East Tufts Avenue, Denver, Colorado 80237, for the following purposes:

The proxy statement accompanying this Notice describes each of these items of business in detail. Only holders of record of our common stock at the close of business on March 13, 20209, 2023 are entitled to notice of, to attend, and to vote at the Annual Meeting or any continuation, postponement, or adjournment thereof. A list of such stockholders will be available for inspection, for any purpose germane to the Annual Meeting, at our principal executive offices during regular business hours for a period of no less than 10 days prior to the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting in person. To ensure your representation at the Annual Meeting, you are urged to vote your shares of Century common stock via the Internet, by telephone, or by promptly marking, dating, signing, and returning the proxy card. If your shares of Century common stock are held by a bank, broker, or other agent, please follow the instructions from your bank, broker, or other agent to have your shares voted.

	BY ORDER OF THE BOARD OF DIRECTORS
	David L. Messenger Chief Financial Officer and Secretary

Greenwood Village, Colorado

March 24, 202022, 2023

TABLE OF CONTENTS

Page

References in this proxy statement to:

Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.

™ and ® denote trademarks and registered trademarks of Century Communities, Inc. or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this proxy statement are the property of their respective owners.

We intend to make this proxy statement and our 20192022 Annual Report available on the Internet and to commence mailing of the notice to all stockholders entitled to vote at the Annual Meeting beginning on or about March 24, 2020.22, 2023. We will mail paper copies of these materials, together with a proxy card, within three business days of a request properly made by a stockholder entitled to vote at the 20202023 Annual Meeting of Stockholders.

PROXY

PROXY STATEMENT SUMMARY

This executive summary provides an overview of the information included in this proxy statement.  We recommend that you review the entire proxy statement and our 2019

20202023 ANNUAL MEETING OF STOCKHOLDERS

_____________________

PRELIMINARY PROXY MATERIAL – SUBJECT TO COMPLETION

2019 BUSINESS HIGHLIGHTSWHO WE ARE

2019 proved to be another milestone year for Century in which we closed a record 8,000 homes, grew home sales revenues to a record $2.5 billion and generated $113 million of net income, achieving our 17th consecutive year of profitability. We also continued to execute on our strategy of dynamic growth by broadening our national footprint to 17 states, adding deliveries in Iowa, Indiana, Michigan and Ohio, not only expanding our scale and scope but strengthening our competitive position across high-potential markets, including the attractive, lower-priced home category previously marketed under Wade Jurney Homes but recently branded as Century Complete. Additionally, we improved our selling, general and administrative (SG&A) leverage demonstrating our success in maintaining tight financial discipline and driving operational efficiencies within the business. Highlights of our financial, operational and strategic achievements for 2019, which drove our 2019 executive pay decisions, are below.

FINANCIALCentury Communities, Inc. is a top 10 national U.S. homebuilder. We are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 18 states across the United States. We market and sell homes under both the Century Communities and Century Complete brands. As of December 31, 2022, we operated in the 18 states and over 45 markets depicted below. We also offer title, insurance, and lending services in select markets.

Over the last six years, positive macro-economic conditions, along with our operating efficiencies, business strategy and geographic expansion through the acquisition of other homebuilders and organic entrances into new markets has resulted in significant increases in total revenue, net income, earnings per diluted share, and total stockholders’ equity.

$2.5 billion	Revenue Achieved $2.5 billion in home sales revenues, an 18% é year-over-year
$113.0 million	Net Income Achieved net income of $113.0 million, or $3.62 per share, a 17% é year-over-year
$1.06 billion	Total Stockholders’ Equity Increased by $202.3 million to $1.06 billion, or 24% é year-over-year
12.2%	SG&A Leverage Improved SG&A leverage 30 basis points to 12.2% from 12.5% the prior year
$571.3 million	Credit Facility Availability Strengthened balance sheet and created flexibility with increased availability of $571.3 million

OPERATIONAL

STRATEGIC

ü	Continued to Focus on Entry Level Price Points Continued to emphasize entry level price points, with the average sales price of homes delivered and in backlog of $310,200 and $308,100, respectively
ü	Continued to Expand our Geographic Footprint Expanded our presence to 17 states, including Iowa, Indiana, Michigan and Ohio
ü	Accelerated Financial Services Business Achieved revenue of $43.3 million and pre-tax income of $10.7 million, a 37% é , and 22% é, respectively, year-over-year

2022 BUSINESS HIGHLIGHTS

Highlights of our achievements for 2022, include:

FINANCIAL

OPERATIONAL

STRATEGIC

	Properly Incentivized Homes with Near-Term Completions to Turn Inventories As the homebuilding industry started to slow in the latter half of 2022, we prioritized our sales efforts on properly incentivizing homes with near-term completions to turn inventories and generated $382 million of net operating cash flow in the fourth quarter
	Reduced Controlled Lot Inventory and Land Spend Commitments Used low-risk, land-light business strategy to reduce our land pipeline by a total of 27,000 lots and acquisition commitments by over $650 million for a minimal cost of approximately $12 million
	Continued Focus on Entry Level and Move-in-Ready/Spec Home Construction Our focus on spec homes allowed us to more easily monetize land, produce homes more efficiently and turn inventories more quickly, while allowing buyers to purchase quick-move-in homes and lock in mortgage rates

HIGHLIGHTS

CORPORATE GOVERNANCE HIGHLIGHTS

	Two-thirds of directors are independent		Annual say-on-pay vote
	Annual election of all directors	ü	Robust Board and committee evaluations
ü	Majority of independent directors	ü	No poison pill
ü	Independent presiding director	ü	Annual say-on-pay vote
ü	Officer and director stock ownership requirements	ü	Require a double trigger for cash severance and accelerated vesting of equity upon a change in control
ü	Majority vote standard for uncontested director elections, with a director resignation policy		Hedging, pledging, and stock option repricing prohibitions
	üEmphasis on gender and racial/ethnic diversity in Board refreshment efforts		Double trigger change in control arrangements
	Independent presiding director		Robust clawback policy covering cash
	Board oversight of ESG policies		No poison pill
	Robust Board and equity incentive compensation paid to current and former executivescommittee evaluations		Single class of stock

STOCKHOLDER ENGAGEMENT

We are committed to a robust and proactive stockholder engagement program. The Board of Directors values the perspectives of our stockholders, and feedback from stockholders on our business, corporate governance, executive compensation, and sustainability practices are important considerations for Board discussions throughout the year.

During 2019,2022, our executives held more than 200approximately 175 meetings with stockholders, including 9all of our top 10 stockholders that are actively managed funds. Stockholder feedback is thoughtfully considered and has led to modifications in our executive compensation program, governance practices and disclosures. Some of the actions we have taken in response to feedback over the last several years are described below.

BOARD ENGAGEMENT

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

BOARD COMPOSITION AND KEY QUALIFICATIONS

The following describes the current diversity, age and tenure of our Board of Directors understands the importance of adding diverse, experienced talent to the Board in order to establish an array of experience and strategic views. The Nominating and Corporate Governance Committee is committed to refreshment efforts to ensure that the composition of the Board and each of its committees encompasses a wide range of perspectives and knowledge. Additionally, though the Board currently has no female directors, the Board and Nominating and Corporate Governance Committee have formally committed to add at least one female director to the Board before or at Century’s 2021 Annual Meeting of Stockholders.Directors:

Below are the directors nominated for election by stockholders at the Annual Meeting for a one-year term. The Board recommends a vote “FOR” each of these nominees.

All director nominees listed below served during the fiscal year ended December 31, 2019, and attended at least 90% of the sum of all Board meetings and committee meetings, as applicable, with all but one director attending 100% of such meetings.

The Board of Directors has an Audit Committee, Compensation Committee, and a Nominating and Corporate Governance Committee. Below are our directors, their committee memberships, and their 2019 attendance rates for Board and committee meetings.

The following are some of the key qualifications, skills, and experiences of our Board.Board of Directors:

The lack of a mark for a particular item does not mean that the director does not possess that qualification, characteristic, skill, or experience. We look to each director to be knowledgeable in these areas; however, the mark indicates that the item is a particularly prominent qualification, characteristic, skill, or experience that the director brings to the Board.

BOARD NOMINEES

Below are the directors nominated for election by stockholders at the Annual Meeting for a one-year term. The Board of Directors recommends a vote “FOR” each of these nominees.

Our executive compensation program is generally designed to attract, retain, motivate, and reward highly qualified and talented executive officers that will enable us to drive long-term stockholder value.

The core principles of our executive compensation program include:EXECUTIVE COMPENSATION BEST PRACTICES

Our compensation practices include many best practices that support our executive compensation objectives and principles and benefit our stockholders.

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

2022 EXECUTIVE COMPENSATION ACTIONS

OurFor 2022, our only named executive compensation program consists of the following principal elements:

2019officers were our Co-Chief Executive Officers and Chief Financial Officer. 2022 compensation actions and incentive plan outcomes based on performance are summarized below:

AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ELIMINATE OR LIMIT THE PERSONAL LIABILITY OF OFFICERS

The State of Delaware, which is Century’s state of incorporation, recently amended Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) to permit a corporation to eliminate or limit the personal liability of certain officers to the corporation or its stockholders for breaches of the fiduciary duty of care as an officer in certain limited circumstances. We sometimes refer to this elimination or limitation of personal liability as “exculpation” in this proxy statement. Prior to amended DGCL Section 102(b)(7), Delaware law authorized such exculpation for directors but not for officers. As with directors, the exculpation protection does not apply to an officer’s breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Unlike director exculpation, however, the protection for officers only permits officer exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but does not eliminate an officer’s monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. To gain the added protection for officers, Century must amend its Certificate of Incorporation, as amended (“Certificate of Incorporation”), to add an officer exculpation provision.

The Board of Directors believes it is important to provide not only its directors but also its officers protection from certain liabilities and expenses that may discourage prospective or current officers from serving as officers of Century. Accordingly, on February 8, 2023, the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, approved, subject to stockholder approval, a proposed amendment to our Certificate of Incorporation to eliminate or limit the personal liability of Century’s officers to the extent permitted by recent amendments to Delaware law.

The Board of Directors recommends a vote “FOR” the proposal to approve an amendment to our Certificate of Incorporation to eliminate or limit the personal liability of officers to the extent permitted by recent amendments to Delaware law.

2024 ANNUAL MEETING OF STOCKHOLDERS

We anticipate that our 2024 Annual Meeting of Stockholders will be held on Wednesday, May 8, 2024. The following are important dates in connection with our 2024 Annual Meeting of Stockholders.

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Although stockholder ratification is not required, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2020 is being submitted for ratification at the Annual Meeting because the Board believes doing so is a good corporate governance practice. The Board recommends a vote “FOR” the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm.

OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRINCIPLES

The

ESG Approach AND MISSION

Century’s Board and management are committed to building environmental sustainability, social responsibility and effective corporate governance into all aspects ofthroughout our business. Our approach to corporate sustainabilityESG reporting is centered on the industry-specific reporting standards as advised by the Sustainability Accounting Standards Board (SASB). These standards were launched in November 2018 and were created based on financially material ESG factors SASB has deemed most relevant to investors. SASB reporting is also aligned with the U.N. Sustainable Development Goals and our commitment to achieving a more sustainable future.Task Force on Climate-related Financial Disclosures (TCFD) Recommendations.

Our mission is to create thriving, enduring neighborhoods by building new homes with lasting livability. We believe our commitment to pursuing environmental, social and governance (ESG) initiatives can be achieved in parallel with buildingand in furtherance of the interests of our homeowners as well as the long-term interests of our stockholders. The integration of sustainable business practices creates lasting results that benefit all our stakeholders, including our customers, employees, stockholders, investors, and the communities in which we live and operate.

esg INITIATIVES

As a leading, top-10 national home builder, we believe we can play an important role in building a sustainable future for our employees, our homeowners, our environment and the communities in which we live and build while we operate in an ethical, environmentally and socially responsible manner. Specific to our industry, we are focused on the following opportunities related to climate change, sustainability and social responsibility:

✓	Reducing our carbon footprint by tackling low carbon opportunities such as reducing waste and conserving natural resources in our construction processes, supply chain and throughout our organization;
✓	Building sustainable homes that allow homeowners to reduce their carbon footprint by utilizing smart home technology to reduce energy consumption and conserve water;
	Seeking to understand not only the carbon footprint of the homes that we build, but also their embodied carbon footprint – the climate impact associated with the materials that go into our homes;
✓	Analyzing product-specific manufacturer embodied carbon data, developing a green building material procurement strategy, and exploring opportunities to pursue additional green building certifications;
	Completing a GHG inventory to better contextualize the trend in our environmental impact over time and evaluate our efforts to date in incorporating efficient and waste reducing practices into our homebuilding operations;
	Seeking opportunities to strengthen our rigorous environmental due diligence criteria through the development of a holistic biodiversity conservation and responsible land use policy;

	Offering sustainable, affordably priced homes to homebuyers;
✓	Helping create happy, healthy communities in part by educating homebuyers, employees, business partners and other stakeholders on environmentally sustainable practices;
	Giving back to the communities in which we operate; in 2021 the Company established the Century Communities Foundation to support our local teams at the corporate level with their initiatives and to make contributions at a more national level;
✓	Complying with all relevant and applicable local, state and federal environmental laws, policies and regulations;
✓	Incorporating efficient and waste reducing practices into our homebuilding operations which offer long term benefits to our customers and our environment;
✓	Maintaining work environments conducive to the health and safety of our employees, our trade partners, the public and our valued homeowners;homeowners, especially in light of the COVID-19 pandemic; and
✓	Creating a culture that fosters diversity, inclusivity, dignity and respect with equal employment opportunity hiring practices and policies with competitive compensation and benefit packages.packages, which is reinforced by our employee trainings related to anti-harassment and anti-discrimination, annual training on the Century Code of Business Conduct and Ethics, and commitment to pay equity.

OurDemonstrating our emphasis on environmental emphasis is such thatimpact reduction, historically over 50%85% of the homes we build meetbuilt were certified for meeting or exceedexceeding the enhanced standards established by the Federal government pursuant to the Energy Efficient Home Tax Credit.

Specific examples of environmentally sensitive products that we incorporate into many of our homes include:

✓	EnergyStar® appliances;
	EnergyStar® Certified smart thermostats;
✓	100% low Volatile Organic Compound (VOC) paints;
✓	Low-E windows that reduce the demand on HVAC systems as well as energy-efficient HVAC units with whole home air purification systems;
	Efficient LED lighting;
✓	Reduced water flow plumbing systems that do not compromise performance; and
✓	Growing number of solar equipped homes.Solar power, heat pumps and fully electric communities in select markets.

esg COMMITMENTS

ENVIRONMENTAL SUSTAINABILITY:COMMITMENTS:We are committed to operating in an environmentally responsible manner to reduce our impact on climate change, conserve natural resources and operate in compliance with environmental regulations.

SOCIAL RESPONSIBILITY: COMMITMENTS:We are committed to being a socially responsible employer by fostering an environment of diversity and inclusion across our business, with a focus on empowering women and minorities, operating ethically and supporting our local communities.

CORPORATE GOVERNANCE:GOVERNANCE COMMITMENTS:We are committed to building a culture dedicated to ethical business behavior and responsible corporate activity. This extends to our business partners’ vendor agreements which share our commitment to employee health & safety, human rights, and environmental stewardship. We believe strong corporate governance through Board and management teams that are engaged on ESG topics is the foundation to delivering on our commitments.

For more information on

esg DISCLOSURES

The Board of Directors believes environmental stewardship and social responsibility are important elements in driving long-term, organizational success. Century’s ESG initiatives and disclosures to the market include our inaugural ESG policies, please seeSustainability Report and ESG & Sustainability Report Supplemental Data published in 2021, which we intend to update later this year, the “Investors-Corporate Social Responsibility”ESG Policy Statement, the Human Rights Policy Statement, our Commitment to Training and Professional Development, the Labor Rights Policy, our Commitment to Diversity and Inclusion and our Vendor Code of Conduct, as well as the “Investors-ESG” section atof our website located at www.centurycommunities.com.

2021 ANNUAL MEETING OF STOCKHOLDERS

Date of 2021 Annual Meeting of Stockholders

We anticipate that In our 2021 Annual Meeting of Stockholdersreport, we published our first corporate greenhouse gas (GHG) emissions inventory for 2020 and, in our 2023 report, we will be held on Wednesday, May 5, 2021.

Important Datesprovide the results for Stockholder Submissions

The following are important dates in connection with ourboth 2021 Annual Meeting of Stockholders.and 2019.

INFORMATION ABOUT THE ANNUAL MEETING

The Board of Directors of Century Communities, Inc. is using this proxy statement to solicit your proxy for use at our 2020 Annual Meeting of Stockholders. The Board is soliciting proxies to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting.

We have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending an Important Notice of Availability of Proxy Materials for the Annual Meeting (which we refer to as the “Internet Notice”) to most of our stockholders of record and paper or electronic copies of the proxy materials to our remaining stockholders of record. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders may request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Internet Notice and on the website referred to in the Internet Notice, including an option to request paper copies on an ongoing basis. We will mail this proxy statement and our 2019 Annual Report, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of such request.

When and where will the Annual Meeting be held?

The Annual Meeting will be held on Wednesday, May 6, 2020, at 1:00 p.m. local time, at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237.

As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available at https://www.centurycommunities.com/proxy.

Directions to attend the Annual Meeting may be obtained by calling Investor Relations at (303) 268-8398.

WhAT ARE THE PURPOSES OF THE Annual Meeting?

The purposes of the Annual Meeting are to vote on the following items described in this proxy statement:

There are no rights of appraisal or similar rights of dissenters arising from matters to be acted on at the meeting.

are there any matters to be voted on at the annual meeting that are not included in this proxy statement?

We currently are not aware of any business that will be presented at the Annual Meeting other than as described in this proxy statement. If, however, any other matter is properly brought at the Annual Meeting, or any continuation, postponement, or adjournment thereof, your proxy includes discretionary authority on the part of the individuals appointed to vote your shares or act on those matters in accordance with their best judgment.

WhO CAN ATTEND the Annual Meeting?

All of our stockholders entitled to vote at the Annual Meeting may attend the Annual Meeting. If your shares are held in street name, however, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from the record holder of your shares.

Stockholders who wish to attend the Annual Meeting will be required to present verification of ownership of our common stock, such as a bank or brokerage firm account statement, and will be required to present a valid, government-issued picture identification, such as a driver’s license or passport, to gain admittance to the Annual Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases, or packages will be permitted in the Annual Meeting.

WhO IS ENTITLED TO VOTE AT the Annual Meeting?

Holders of record of shares of our common stock, $0.01 par value, as of the close of business on March 13, 2020, the record date, will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment thereof. At the close of business on the record date, there were 33,312,442 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

hOW MANY SHARES MUST BE PRESENT?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority in voting power of our capital stock issued and outstanding and entitled to vote on the record date will constitute a quorum. Your shares will be counted toward the quorum if you submit a proxy or vote at the Annual Meeting. Shares represented by proxies marked “abstain” and “broker non-votes” also are counted in determining whether a quorum is present.

WhAT IF A QUORUM IS NOT PRESENT?

If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

hOW DO I VOTE?

We recommend that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote in person.

If you are a stockholder of record, there are three ways to vote by proxy:

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Savings Time, on May 5, 2020. If you vote through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers, and that these costs must be borne by you.

If your shares are held in the name of a bank, broker, or other holder of record, you will receive instructions on how to vote from the bank, broker, or holder of record. You must follow the instructions of such bank, broker, or holder of record in order for your shares to be voted. Telephone and Internet voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares in person at the Annual Meeting, you should contact your bank, broker, or agent to obtain a legal proxy or the bank’s or broker’s proxy card and bring it to the Annual Meeting in order to vote.

WhAT IS THE DIFFERENCE BETWEEN BEING A “RECORD HOLDER” AND HOLDING SHARES IN “STREET NAME”?

A record holder holds shares in his or her name. Shares held in “street name” are held in the name of a bank or broker on a person’s behalf.

CAN i VOTE IF MY SHARES ARE HELD IN “STREET NAME”?

Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being forwarded to you by your bank or brokerage firm along with a voting instruction card. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and your bank or brokerage firm is required to vote your shares in accordance with your instructions.

WhAT ARE BROKER NON-VOTES?

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares.

A broker is entitled to vote shares held for a beneficial owner on routine matters. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm in Proposal No. 2 is a routine matter; and accordingly, a broker is entitled to vote shares held for a beneficial owner on that proposal without instructions from such beneficial owner. On the other hand, absent instructions from a beneficial owner, a broker is not entitled to vote shares held for such beneficial owner on non-routine matters. We believe, based on the rules of the New York Stock Exchange (NYSE), that the election of directors in Proposal No. 1 and the advisory vote on executive compensation in Proposal No. 3 are non-routine matters; and accordingly, brokers do not have authority to vote on such matters absent instructions from beneficial owners. Whether a voting proposal is ultimately determined routine or non-routine is determined by the NYSE. Accordingly, if beneficial owners desire not to have their shares voted by a broker in a certain manner, they should give instructions to their brokers as to how to vote their shares.

Broker non-votes count for purposes of determining whether a quorum is present.

The Board recommends that you vote:

If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted in accordance with the Board’s recommendations.

WHAT IS THE REQUIRED VOTE FOR EACH PROPOSAL?

WhAT IF I DON’T SPECIFY HOW MY SHARES ARE TO BE VOTED?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board, as described above.

WhAT DOES IT MEAN IF I RECEIVE MORE THAN ONE INTERNET NOTICE OR SET OF PROXY MATERIALS?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope.

CAN I REVOKE OR CHANGE MY VOTE?

Yes. If you are a registered stockholder, you may revoke your proxy or change your vote at any time before your shares are voted by one of the following methods:

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

Century Communities, Inc.

8390 East Crescent Parkway, Suite 650

Greenwood Village, Colorado 80111

Attention: Corporate Secretary

Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Secretary before your proxy is voted or you vote in person at the Annual Meeting.

If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote in person at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot.

Who will count the votes?

Broadridge Financial Solutions, Inc. has been engaged to tabulate stockholder votes. An agent of Broadridge Financial Solutions, Inc. will act as our independent inspector of elections for the Annual Meeting.

WheRE CAN I FIND THE VOTING RESULTS?

We plan to announce preliminary voting results at the Annual Meeting and will report the final results in a Current Report on Form 8-K, which we intend to file with the Securities and Exchange Commission (SEC) within four business days after the Annual Meeting.

CAN I GET A PRINTED COPY OF THE PROXY MATERIALS?

Yes. We will mail this proxy statement and our 2019 Annual Report, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of our receipt of such request.

CORPORATE

CORPORATE GOVERNANCE

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

CORPORATE GOVERNANCE GUIDELINES

The Board has adopted Corporate Governance Guidelines covering, among other things, the duties and responsibilities of, and independence standards applicable to, our directors and Board committee structures and responsibilities. Among the topics addressed in our Corporate Governance Guidelines are:

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

Director Independence

Under the listing standards and rules of the NYSE,New York Stock Exchange (NYSE), independent directors must comprise a majority of a listed company’s board of directors. In addition, NYSE rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Audit committee members must also satisfy heightened independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, and compensation committee members must satisfy heightened independence criteria set forth in the NYSE rules. Under the NYSE rules, a director will only qualify as an “independent director” if the company’s board of directors affirmatively determines that the director has no material relationship with the company, either directly or indirectly, that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

NYSE rules also require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Audit committee members must also satisfy heightened independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934 (Exchange Act), and compensation committee members must satisfy heightened independence criteria set forth in the NYSE rules.

The Board has undertaken a review of its composition, the composition of its Board committees, and the independence of each director. Based upon information requested from and provided by each of our directors concerning his or her background, employment, and affiliations, including family relationships with us, our senior management, and our independent registered public accounting firm, the Board has determined that all but two of our directors, Dale Francescon and Robert J. Francescon, are independent directors under the standards established by the SECSecurities and Exchange Commission (SEC) and the NYSE. In making this determination, the Board considered the current and prior relationships that each non-employee director has with Century and all other facts and circumstances the Board deemed relevant in determining their independence.

Overboarding policy

Recognizing the substantial time commitments attendant to directorship, our Corporate Governance Guidelines provide for an overboarding policy which limits the number of public company boards on which our directors may serve. The overboarding limit depends upon whether a director is an executive officer of a public company. In addition, service on other boards and/or committees must be consistent with our conflict of interest policy.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board does not require the separation of the offices of the Chairman of the Board and the Chief Executive Officers, and that the Board is free to choose its Chairman of the Board in any way that it deems best for the Company at any given point in time. Dale Francescon serves as Chairman of the Board and Co-Chief Executive Officer, and Robert J. Francescon serves as Co-Chief Executive Officer and President.Officer. However, the Board endorses the concept of an independent director being in a position of leadership and, thus, as mentioned above, Keith R. Guericke serves as our presiding independent director.

The Board has determined that this current leadership structure is appropriate and in the best interests of the Company and its stockholders at this time for several reasons, including: (i) Both Dale Francescon’s and Robert J. Francescon’s extensive knowledge of our Company, business, and industry, obtained through over 15nearly 20 years of service to our Company and over 2530 years of experience in the homebuilding industry, which benefit Board leadership and the Board’s decision-making process through their active roles as Co-Chief Executive Officers, and in the case of Dale Francescon, Chairman of the Board; (ii) unification of Board leadership and strategic direction as implemented by our management; and (iii) appropriate balance of risks relating to concentration of authority through the oversight of our independent and engaged presiding independent director and Board.

Executive Sessions

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

Our independent directors have appointed an independent director (referred to as the “presiding director”) to preside over the executive sessions of the independent directors. Keith R. Guericke serves as our presiding director. The main duties of the presiding director are to (i) preside at regularly scheduled executive sessions or other meetings of the independent directors; (ii) serve as liaison between the Chairman of the Board and the Co-Chief Executive Officers, on the one hand, and the independent directors, on the other hand, by means of consulting with the Chairman of the Board and the Co-Chief Executive Officers as to agenda items for Board and committee meetings and advising them of the outcome of such meetings, as necessary; and (iii) coordinate with Board committee chairs in the development and recommendations of Board and Board committee meeting agendas.

Committees of the Board of Directors

Keith R. Guericke serves as our presiding director.

We currently have three standing committees of the Board: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The Board may establish other Board committees as it deems necessary or appropriate from time to time.

Each Board committee charter authorizes the committee to retain independent advisors as it deems necessary to carry out its responsibilities. Each Board committee reviews and evaluates, at least annually, the performance of the committee, including compliance with its charter.

Below are our directors their committee memberships and their 2019 attendance rates for Board andcurrent committee meetings.memberships.

The

Audit Committee is comprised of our three independent directors, John P. Box, Keith R. Guericke, and James M. Lippman, each of whom the Board has determined is “financially literate” under the rules of the NYSE and satisfies the heightened independence criteria for audit committee members set forth in Rule 10A-3 under the Securities Exchange Act of 1934 (Exchange Act). Mr. Guericke serves as Chair of the Audit Committee. Mr. Guericke has been designated by the Board as our “audit committee financial expert,” as that term is defined in the rules of the SEC.

The Audit Committee, pursuant to its written charter, among other matters, oversees

Key Responsibilities and Activities ●     Oversees (i) our financial reporting, auditing, and internal control activities; (ii) the integrity and audits of our financial statements; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditors; (v) the performance of our internal audit function and independent auditors; and (vi) our overall risk exposure and management. Additionally, the Audit Committee: ● annually reviews and assesses the adequacy of the Audit Committee charter and the performance of the Audit Committee; our internal audit function and independent auditors; and (vi) our overall risk exposure and management; ● is responsible     Responsible for the appointment, retention, and termination of our independent auditors, and determines the compensation of our independent auditors; Century Communities, Inc. – 2020 Proxy Statement 17   ● reviews     Reviews with the independent auditors the plans and results of the audit engagement; ● evaluates     Evaluates the qualifications, performance, and independence of our independent auditors; ● has     Has sole authority to approve in advance all audit and non-audit services by our independent auditors, the scope and terms thereof, and the fees therefor; ● reviews     Reviews the adequacy of policies that govern risk exposure involving cybersecurity, data privacy, information technology, financial, legal, business continuity, regulatory, climate and sustainability risks; ●     Reviews the adequacy of our internal accounting controls;controls and oversees financial reporting activities; ● meets     Reviews our cybersecurity efforts and cyber related risks; and ●     Meets at least quarterly with our executive officers, internal audit staff, and our independent auditors in separate executive sessions. The Audit Committee charter authorizes the Audit Committee to retain independent legal, accounting, and other advisors as it deems necessary to carry out its responsibilities. The Audit Committee reviews and evaluates, at least annually, the performance of the Audit Committee, including compliance with its charter. COMPENSATION COMMITTEEChair Keith R. Guericke   Other Members Patricia L. Arvielo John P. Box James M. Lippman 2022 Meetings 6 Heightened Independence The Board has determined that each Audit Committee member satisfies the heightened independence criteria for audit committee members under the NYSE rules. Financial Literacy and Experts The Board has determined that all Audit Committee members are financially literate and that each of Mr. Box, Mr. Guericke and Mr. Lippman meets the definition of “audit committee financial expert.” Other members of the Audit Committee also may be considered financial experts, but the Board has not so designated them.   Century Communities, Inc. – 2023 Proxy Statement 21 The Compensation Committee is comprised of our three independent directors, John P. Box, Keith R. Guericke, and James M. Lippman, each of whom the Board has determined satisfies the heightened independence criteria for compensation committee members under the NYSE rules. In addition, each of the Compensation Committee members is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and a an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended (Code). Mr. Lippman serves as Chair of the Compensation Committee. The Compensation Committee, pursuant to its written charter, among other matters: Key Responsibilities and Activities ● assists     Assists the Board in developing and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans; ● administers, reviews,     Reviews, approves, and makes recommendations to the Board regarding our compensation plans including the Century Communities, Inc. Amended and Restated 2017 Omnibus Incentive Plan, and administers or oversees all such plans and discharges any responsibilities imposed on the Compensation Committee by such plans, including, without limitation, the grant of equity-based awards to executive officers and employees; ● annually reviews     Reviews and approves our corporate goals and objectives with respect to compensation for executive officers and, at least annually, evaluates each executive officer’s performance in light of such goals and objectives to set his or her annual compensation, including salary, bonus, and equity and non-equity incentive compensation, subject to approval by the Board; compensation; ● reviews     Reviews and approves anyexecutive employment, severance, change in control, retention, retirement, deferred compensation, perquisite, or similar compensatory agreements, plans, programs, or arrangements with executive officers; arrangements; ● provides     Provides oversight of management’s decisions regarding the performance, evaluation, and compensation of other officers; and ● reviews our     Reviews incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk-taking, and reviews and discusses, at least annually, the relationship between risk management policies and practices, business strategy, and our executive officers’ compensation; ●     Oversees and reviews our culture and policies and strategies related to human capital management, including with respect to diversity and inclusion initiatives, pay equity, talent, recruitment and development, performance management and employee engagement; and ●     Reviews and makes recommendations to the Board regarding all executive compensation related proposals and reviews the results of advisory stockholder votes on executive compensation and considers whether to recommend adjustments to our executive compensation policies and practices as a result of such votes and other stockholder input on executive compensation matters. Compensation Consultant The Compensation Committee has retained WealthPoint, LLC (WealthPoint) as its external compensation consultant. WealthPoint does not provide any services to the Company unrelated to executive or director compensation. Chair James M. Lippman   Other Members Patricia L. Arvielo John P. Box Keith R. Guericke 2022 Meetings 5 Heightened Independence The Board has determined that each Compensation Committee member satisfies the heightened independence criteria for compensation committee members under the NYSE rules. In addition, each Compensation Committee member is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.   Century Communities, Inc. – 20202023 Proxy Statement 1822     The Compensation Committee charter authorizes the Compensation Committee to retain a compensation consultant, independent legal counsel, and other advisors as it deems necessary or appropriate to carry out its responsibilities. During 2019, the Compensation Committee retained Frederic W. Cook & Co., Inc. (FW Cook) as its external compensation consultant to provide certain services related to executive and non-employee director compensation. The Compensation Committee considers analysis and advice from FW Cook when making compensation decisions and when making decisions on plan design. Specifically, the Compensation Committee relies on FW Cook for, among other things: ● reviewing total compensation strategy and pay levels for our executives; ● examining our executive compensation program to ensure that it supports our business strategy; ● performing competitive analyses of non-employee director compensation; and ● providing advice with respect to our equity-based compensation plans. The Compensation Committee may request information or advice directly from FW Cook and may direct our management to provide or solicit information. A representative of FW Cook regularly interacts with our management and from time to time attends Compensation Committee meetings. During 2019, FW Cook did not provide any services to the Company unrelated to executive or director compensation. After considering the relevant factors, the Compensation Committee determined that no conflicts of interest have been raised in connection with the services FW Cook performed for the Compensation Committee in 2019. The Compensation Committee reviews and evaluates, at least annually, the performance of the Compensation Committee, including compliance with its charter. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE The Nominating and Corporate Governance Committee is comprised of our three independent directors, John P. Box, Keith R. Guericke, and James M. Lippman. Mr. Box serves as Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, pursuant to its written charter, among other matters: Key Responsibilities and Activities ● identifies     Identifies individuals qualified to become members of the Board and ensuresreviews with the Board on an annual basis the Board’s composition as a whole to ensure that the Boardit has the requisite and desired expertise, experience, qualifications, attributes and skills and that its membership consists of persons with sufficiently diverse and independent backgrounds; backgrounds, including female and racially/ethnically diverse candidates; ● develops     Develops and recommends to the Board for its approval qualifications for director candidates and periodically reviews these qualifications with the Board; ● reviews     Makes recommendations to the Board regarding director diversity (which may include diversity of age, gender, race, ethnicity, education, skills, professional experience, knowledge, backgrounds and viewpoints), retirement age, tenure and refreshment policies; ●     Reviews the committee structure of the Board and recommends directors to serve as members or chairs of each Board committee; ● reviews     Reviews and recommends Board committee slates annually and recommends additional Board committee members to fill vacancies as needed; vacancies; Century Communities, Inc. – 2020 Proxy Statement 19   ● develops     Develops and recommends to the Board a set of corporate governance guidelines and, at least annually, reviews such guidelines and recommends changes to the Board for approval as necessary; ● considers     Considers and oversees corporate governance issues as they arise from time to time and develops appropriate recommendations for the Board; ●     Reviews and monitors evolving corporate governance best practices and trends for consideration and incorporation into our governing documents, policies, and procedures; ● oversees     Reviews and recommends to the Board any responses to proposals submitted by stockholders; ●     Reviews and approves our policies and practices pertaining to ESG issues and monitors our performance against relevant ESG indices; and ●     Oversees the annual self-evaluations of the Board and each Board committee, and management.committee. The Nominating and Corporate Governance Committee charter authorizes the Nominating and Corporate Governance Committee to retain a search firm or other consultants to assist in the identification and evaluation of director candidates, including the sole authority to approve the search firm’s or other consultants’ fees and other retention terms. The Nominating and Corporate Governance Committee also has authority to obtain advice and assistance from any outside legal expert or other advisors as it deems necessary or appropriate to carry out its responsibilities. The Nominating and Corporate Governance Committee reviews and evaluates, at least annually, the performance of the Nominating and Corporate Governance Committee, including compliance with its charter. BOARD AND BOARD COMMITTEE MEETINGS; ATTENDANCEChair John P. Box   Other Members Patricia L. Arvielo Keith R. Guericke James M. Lippman 2022 Meetings 4   Century Communities, Inc. – 2023 Proxy Statement 23 Board and Board Committee Meetings; Attendance The Board held 56 meetings during 2019. The Audit Committee held 9 meetings, the Compensation Committee held 5 meetings, and the Nominating and Corporate Governance Committee held 4 meetings during 2019.2022. All directors attended at least 75% of the combined total of (i) all Board meetings and (ii) all meetings of committees of the Board of which the director was a member during 2019. 2022. We expect all of our directors to attend our annual meeting of stockholders, and we customarily schedule a regular Board meeting on the same day as our annual meeting. All directors serving at the time of our 20192022 Annual Meeting of Stockholders held on May 8, 2019 were in attendance.4, 2022 attended the meeting. BOARD DIVERSITY The Board of Directors understands the importance of adding diverse, experienced talent to the Board in order to establish an array of experienceDirector QUALIFICATIONS and strategic views. The Nominating and Corporate Governance Committee is committed to refreshment efforts to ensure that the composition of the Board and each of its committees encompasses a wide range of perspectives and knowledge. Additionally, though the Board currently has no female directors, the Board and Nominating and Corporate Governance Committee have formally committed to add at least one female director to the Board before or at Century’s 2021 Annual Meeting of Stockholders.Nominations Process DIRECTOR QUALIFICATIONS AND NOMINATIONS PROCESS The Board seeks to ensure that the Board is composed of members whose particular expertise, experience, qualifications, attributes, and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. New directors are approved by the Board after recommendation by the Nominating and Corporate Governance Committee. In identifying candidates for director, the Nominating and Corporate Governance Committee and the Board take into account the following: ● the comments and recommendations of Board members regarding the qualifications and effectiveness of the existing Board, or additional qualifications that may be required when selecting new Board members; Century Communities, Inc. – 2020 Proxy Statement 20   ● the requisite expertise and sufficiently diverse backgrounds (which may include diversity of age, gender, race, ethnicity, education, skills, professional experience, knowledge, backgrounds and viewpoints) of the Board’s overall membership composition; ● the independence of outside directors and other possible conflicts of interest of existing and potential members of the Board; and ● any other factors they consider appropriate. As provided in its charter, the Nominating and Corporate Governance Committee is committed to including in its initial list of director candidates female and racially/ethnically diverse candidates and will require any third-party search consultants to include in their initial list of director candidates female and racially/ethnically diverse candidates. When considering whether directors and nominees have the expertise, experience, qualifications, attributes, and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Nominating and Corporate Governance Committee and the Board focusedfocuses primarily on the information discussed in each of the directors’ individual biographies. The Nominating and Corporate Governance Committee will consider director candidates recommended to it by our stockholders. Those candidates must be qualified and exhibit the experience and expertise required of the Board’s own pool of candidates, as well as have an interest in our business, and demonstrate the ability to attend and prepare for Board, committee, and stockholder meetings. Any candidate must state in advance his or her willingness and interest in serving on the Board. Candidates should represent the interests of all stockholders and not those of a special interest group. The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders using the same criteria it uses to evaluate candidates recommended by others as described above. A stockholder that desires to nominate a person for election to the Board at a meeting of stockholders must follow the specified advance notice requirements contained in, and provide the specific information required by, our Bylaws, as described under “Other Matters—Stockholder Proposals and Director Nominations for 20212024 Annual Meeting of Stockholders” later in this proxy statement. During the fourth quarter of 2019, we made no material changes to the procedures by which stockholders may recommend nominees to the Board as described in last year’s proxy statement. BOARD REFRESHMENT Century Communities, Inc. – 2023 Proxy Statement 24   BOARD REFRESHMENT AND BOARD DIVERSITY The Board of Directors, with support and recommendations fromincluding in particular the Nominating and Corporate Governance Committee, oversees the succession of its members.board succession. To this end, at least once a year, in connection with the annual director nomination and re-nomination process, the Nominating and Corporate Governance Committee evaluates each director’s performance, relative strengths and weaknesses, and future plans, including any personal retirement objectives and the potential applicability of the Company’sour director retirement policy for directors, which is set forth in the Company’s Corporate Governance Guidelines and provides that the Board will review each director’s continuation on the Board upon reaching the age of 75 and every three years thereafter.policy. As part of that evaluation, the Nominating and Corporate Governance Committee also identifies areas of overall strength and weakness with respect to its composition and considers whether the Board of Directors as a whole possesses core competencies in the areas of accounting and finance, industry knowledge, management experience, sales and marketing, strategic vision, executive compensation, and corporate governance, among others. As previously indicated, The Board understands the importance of adding diverse, experienced talent to the Board in order to establish an array of experience and strategic views. In 2021, Board added a female first-generation Latina director when Patricia L. Arvielo was appointed. The Nominating and Corporate Governance Committee have formallyis committed to add at least one female director tofurther diversifying the Board before or at Century’s 2021 Annual Meetingand as provided in its charter will include in its initial list of Stockholders.director candidates female and racially/ethnically diverse candidates and will require any third-party search consultants to include in their initial list of director candidates female and racially/ethnically diverse candidates. The Nominating and Corporate Governance Committee is committed to refreshment efforts to ensure that the composition of the Board and each of its committees encompasses a wide range of perspectives and knowledge in order to promote the success of our business and represent stockholder interests. In addition to gender, racial/ethnic and demographic diversity, we also recognize the value of other diverse attributes that directors may bring to our Board, including veterans of the U.S. military. Of our six current directors, two are military veterans.   Century Communities, Inc. – 20202023 Proxy Statement 2125   board Oversight OF BUSINESS STRATEGY AND ANNUAL OPERATING PLAN MANAGEMENT SUCCESSION PLAnning and development The Board of Directors recognizes that one of its most important responsibilities is to ensure excellence and continuity in our senior leadership by overseeing the development of executive talent and planning for the effective succession of our Co-Chief Executive Officers and the other members of our management team. This responsibility is reflected in the Company’s Corporate Governance Guidelines, which provide for a review of CEO succession planning and management development, and the charter of the Compensation Committee, which requires the Compensation Committee to assist the Board in developing and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans, which includes transitional leadership in the event of an unplanned vacancy. In furtherance of the foregoing, the Co-Chief Executive Officers provide an annual succession planning report to the Compensation Committee, which summarizes the overall composition of our senior leadership team, including their professional qualifications, tenure, and work experience. The report also identifies internal members of the management team who are viewed as potential successors to the Co-Chief Executive Officers. Succession planning is also regularly discussed in executive sessions of the Board of Directors. Our directors become familiar with internal potential successors for key leadership positions through various means, including the annual succession planning report and Board of Directors and committee meetings, and less formal interactions throughout the course of the year. ANNUAL BOARD AND COMMITTEE SELF-EVALUATIONS The Board recognizes that a thorough evaluation process is an important element of corporate governance and enhances the effectiveness of the full Board and each committee. Therefore, it is our policy to conduct annual Board and committee self-evaluations. Each year, the Nominating and Corporate Governance Committee oversees the evaluation process to ensure that the full Board and each committee conduct an assessment of their performance and solicit feedback for areas of improvement. Evaluations include a variety of survey questions to which directors assign a score. Additional feedback from directors is sought as well. The evaluation results are then aggregated and shared with and discussed by the full Board and each committee. board Oversight OF BUSINESS STRATEGY The Board of Directors oversees our strategic direction and business activities. Throughout the year, the Board and management discuss our short and long-term business strategy. As part of our long-term strategy, management typically formulates three-year financial targets against which performance is reviewed by the Board. With respect to our short-term strategy, at the beginning of each year, our management presents to the Board of Directors a proposed annual operatingbusiness plan for the year and receives input from the Board and a final annual operatingbusiness plan is approved by the Board of Directors.Board. At each subsequent regular board meeting, the Board of Directors reviews our operating and financial performance relative to the annual operatingbusiness plan. Century Communities, Inc. – 20202023 Proxy Statement 2226     board role in Risk Oversight BOARD ROLE IN RISK OVERSIGHT Risk is inherent with every business. We face a number of risks, including financial (accounting, credit, interest rate, liquidity, and tax), operational, political, strategic, regulatory, compliance, legal, cybersecurity, competitive, and reputational risks. Our management is responsible for the day-to-day management of risks faced by us, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board ensures that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations, and risks acceptable to us. Our Co-Chief Executive Officers are members of the Board and regularly attend Board meetings and discuss with the Board the strategies and risks facing our Company. One of the key functions of the Board is informed oversight of our risk management process. The Board administers this oversight function directly, with support from its three standing committees (the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee), each of which addresses risks specific to its respective areas of oversight. In addition, with respect to other risks that arise from time to time, the Board oversees those as well.   board role in cybersecurity risk Oversight Information security is the responsibility of our Information Security team, overseen by our Chief Information Security Officer. We leverage the National Institute of Standards and Technology (NIST) Cybersecurity Framework to measure our security posture, deliver risk management and provide effective security controls. Our information security practices include development, implementation, and improvement of policies and procedures to safeguard information and ensure availability of critical data and systems. Our Information Security team conducts annual information security awareness training for employees involved in our systems and processes that handle customer data and audits of our systems and enhanced training for specialized personnel. Our program further includes review and assessment by external, independent third-parties, who assess and report on our internal incident response preparedness and help identify areas for continued focus and improvement. As set forth in its charter, our Audit Committee, comprised fully of independent directors, is responsible for oversight of risk, including cybersecurity and information security risk. At least semi-annually, the Audit Committee is responsible for reviewing and discussing with management our risk exposures related to our IT systems and data privacy. These management updates are designed to inform the Audit Committee of any potential risks related to our IT systems and data privacy, as well as any relevant mitigation or remediation tactics being implement. During 2022, the Audit Committee engaged a third party service provider to provide a seasoned CISO-level advisor to assist our technology teams and business leadership with strengthening our security systems and improve our cyber readiness, as well as on existing and emerging threat landscapes.   BOARD AND COMMITTEE SELF-EVALUATIONS Century Communities, Inc. – 2023 Proxy Statement 27   In addition to managing our internal information security risk programs, we maintain cyber risk insurance as part of our risk mitigation efforts. Our insurance covers situations arising from, among other things, cyber related breaches and interruptions in the business continuity of our computing environment as well as certain coverage for under-insured third parties with whom we may be engaged. These policies are annually reviewed by industry underwriters at which time our security practices, programs, processes, and procedures are thoroughly disclosed, reviewed and evaluated for purposes of determining our insurability. We have not experienced any computer data security breaches in the past three years as a result of a compromise of our information systems. board role in ESG and Climate risk Oversight The Board recognizes that a thorough evaluation process is ultimately responsible for oversight of our “ESG” initiatives. The Nominating and Corporate Governance Committee has been delegated responsibility for ESG oversight and approves our ESG related policy statements and our ESG report. We intend to publish an important elementupdated report later this year and to do so on an annual basis going forward. The Compensation Committee has oversight of corporate governancehuman capital management as well as our diversity, equity and enhances the effectiveness of the full Boardinclusion initiatives. The Audit Committee has oversight over general compliance with laws, applicable laws, including SEC and each committee. Therefore, each year,those affecting ESG issues, as well as risk management and climate-related and sustainability risks. In carrying out its responsibilities for ESG oversight, the Nominating and Corporate Governance Committee oversees the evaluation process to ensure that the full Board and each committee conduct an assessment of their performance and solicit feedback for areas of improvement. MANAGEMENT SUCCESSION PLANNING AND DEVELOPMENT The Board of Directors recognizes that one of its most important responsibilities is to ensure excellence and continuity in our senior leadership by overseeing the development of executive talent and planning for the effective succession of our Co-Chief Executive Officers and the other members of our management team. This responsibility is reflected in the Company’s Corporate Governance Guidelines, which provide for a review of CEO succession planning and management development, and the charter ofcoordinates with the Compensation Committee which requiresand the CompensationAudit Committee to assist the Board in developingon ESG-related subjects. Code of Business Conduct and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans, which will include transitional leadership in the event of an unplanned vacancy. Century Communities, Inc. – 2020 Proxy Statement 23 Ethics In furtherance of the foregoing, the Co-Chief Executive Officers provide an annual succession planning report to the Compensation Committee, which summarizes the overall composition of our senior leadership team, including their professional qualifications, tenure, and work experience. The report also identifies internal members of the management team who are viewed as potential successors to the Co-Chief Executive Officers. Succession planning is also regularly discussed in executive sessions of the Board of Directors. Our directors become familiar with internal potential successors for key leadership positions through various means, including the annual succession planning report and Board of Directors and committee meetings, and less formal interactions throughout the course of the year.  CODE OF BUSINESS CONDUCT AND ETHICS The Board has adopted a Code of Business Conduct and Ethics that applies to our officers, directors, and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote the following: ● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; ● full, fair, accurate, timely, and understandable disclosure in our communications with and reports to our stockholders, including reports filed with the SEC, and other public communications; ● compliance with applicable governmental laws, rules, and regulations; ● prompt internal reporting of violations of the code to appropriate persons identified in the code; and ● accountability for adherence to our Code of Business Conduct and Ethics. Any waiver of our Code of Business Conduct and Ethics may be made only by the Nominating and Corporate Governance Committee and will be promptly disclosed as required by law and NYSE rules. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K and applicable NYSE rules regarding amendments to or waivers from any provision of our Code of Business Conduct and Ethics by posting such information in the “Investors—“Discover Century—Investors—Corporate Governance—Governance Documents” section of our website located at www.centurycommunities.com. OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRINCIPLES The Board and management are committed to building environmental sustainability, social responsibility and effective corporate governance into all aspects of our business. Our approach to corporate sustainability is based on the U.N. Sustainable Development Goals and our commitment to achieving a more sustainable future. Our mission is to create thriving, enduring neighborhoods by building new homes with lasting livability. We believe our commitment to pursuing environmental, social and governance (ESG) initiatives can be achieved in parallel with building the long-term interests of our stockholders. The integration of sustainable business practices creates lasting results that benefit all our stakeholders, including our customers, employees, stockholders, investors, and the communities in which we live and operate. As a leading, top-10 national home builder, we believe we play an important role in building a sustainable future for our employees, our environment and the communities in which we live and build while we operate in an ethical and socially responsible manner. Century Communities, Inc. – 20202023 Proxy Statement 2428       Specific to our industry, we are focused on the following opportunities related to climate change, sustainability and social responsibility: ü Reducing our carbon footprint by tackling low carbon opportunities such as reducing waste and conserving natural resources in our construction processes, supply chain and throughout our organization; ü Building sustainable homes that allow homeowners to reduce their carbon footprint by utilizing smart home technology to reduce energy consumption and conserve water; ü Offering sustainable, affordably priced homes to homebuyers; ü Helping create happy, healthy communities in part by educating homebuyers, employees, business partners and other stakeholders on environmentally sustainable practices; ü Complying with all relevant and applicable local, state and federal environmental laws, policies and regulations; ü Incorporating efficient and waste reducing practices into our homebuilding operations which offer long term benefits to our customers and our environment; ü Maintaining work environments conducive to the health and safety of our employees, our trade partners, the public and our valued homeowners; and ü Creating a culture that fosters diversity, inclusivity, dignity and respect with equal employment opportunity hiring practices and policies with competitive compensation and benefit packages. Our environmental emphasis is such that historically over 50% of the homes we build meet or exceed the enhanced standards established by the Federal government pursuant to the Energy Efficient Home Tax Credit. Specific examples of environmentally sensitive products that we incorporate into our homes include: ü EnergyStar® appliances; ü 100% low Volatile Organic Compound (VOC) paints; ü Low-E windows that reduce the demand on HVAC systems; ü Reduced water flow plumbing systems that do not compromise performance; and ü Growing number of solar equipped homes. ENVIRONMENTAL SUSTAINABILITY: We are committed to operating in an environmentally responsible manner to reduce our impact on climate change, conserve natural resources and operate in compliance with environmental regulations. SOCIAL RESPONSIBILITY: We are committed to being a socially responsible employer by fostering an environment of diversity and inclusion across our business, with a focus on empowering women and minorities, operating ethically and supporting our local communities. CORPORATE GOVERNANCE: We are committed to building a culture dedicated to ethical business behavior and responsible corporate activity. We believe strong corporate governance is the foundation to delivering on our commitments. For more information on our ESG policies, please see the “Investors-Corporate Social Responsibility” section at our website located at www.centurycommunities.com. Century Communities, Inc. – 2020 Proxy Statement 25 Complaint Procedures   COMPLAINT PROCEDURES We maintain procedures to receive, retain, and treat complaints regarding accounting, internal accounting controls, or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. A 24-hour, toll-free, confidential ethics hotline and a confidential web-based reporting tool are available for the submission of concerns regarding these and other matters by any employee. Concerns and questions received through these methods relating to accounting, internal accounting controls, or auditing matters are promptly brought to the attention of the Chair of the Audit Committee and are handled in accordance with procedures established by the Audit Committee. Complete information regarding our complaint procedures is contained within our Code of Business Conduct and Ethics, which is described above and may be accessed on our website as noted above. STOCKHOLDER ENGAGEMENT STOCKHOLDER ENGAGEMENT We are committed to a robust and proactive stockholder engagement program. The Board values the perspectives of our stockholders, and feedback from stockholders on our business, corporate governance, executive compensation, and sustainability practices are important considerations for Board discussions throughout the year. During 2019,2022, our executives held more than 200approximately 175 meetings with stockholders, including 9all of our top 10 stockholders that are actively managed funds. Stockholder feedback is thoughtfully considered and has led to modifications in our executive compensation program, governance practices and disclosures. Some of the actions we have taken in response to feedback over the last several years include:are described below. What We Heard ●What We Did Increase stockholder influence over director elections. adoptingWe adopted a majority vote standard for uncontested director elections, with a director resignation policy, instead of a plurality vote standard. Increase Board gender diversity. We added Patricia L. Arvielo to the Board of Directors in the beginning of 2021 and have committed to including female candidates in our initial list of director candidates in future searches.   Increase Board racial/ethnic diversity. We considered racial/ethnic diversity in our 2021 search for a new director and have committed to including racially/ethnically diverse candidates in our initial list of director candidates in future searches. Patricia L. Arvielo is a first-generation Latina. Align the interest of directors and executive officers with those of stockholders. We adopted stock ownership and retention guidelines; ● implementing performance-based awardsguidelines applicable to our directors and NEOs to ensure that their interests would be closely aligned with a one-year mandatory holding period; ● adopting a clawback policy; ● committing to add at least one female director prior or atthose of our 2021 Annual Meetingstockholders. All of Stockholders. our directors and NEOs are in compliance with our stock ownership guidelines. COMMUNICATIONS WITH THE BOARD OF DIRECTORS  We also adopted an anti-hedging/pledging policy. Dale Francescon and Robert J. Francescon beneficially own 6.0% and 5.0%, respectively, of our outstanding common stock, and together beneficially own 11.0% of our outstanding common stock.   Century Communities, Inc. – 2023 Proxy Statement 29 What We Heard What We Did Emphasize long-term incentives. Our long-term incentive program provides for significant LTI opportunities for our executives, which for 2022 constituted 53% of our Co-Chief Executive Officer target total direct compensation and 47% for our Chief Financial Officer, and comprised of 100% performance share unit awards, which have a three-year performance period and then a one-year holding period on the shares issued in settlement of the PSU awards. Emphasize performance-based compensation elements. 89% of our Co-CEO target compensation and 85% of our CFO target compensation for 2022 is performance-based compensation. Increase disclosure on corporate governance and executive compensation. Each year, we have increased and improved our corporate governance and executive compensation disclosure, with an eye towards transparency and readability.   Ensure the recovery of incentive compensation based on incorrect calculations that resulted in a financial restatement. We adopted a robust clawback policy covering cash and equity incentive compensation applicable to current and former executives. Communications with the Board of Directors The Board maintains a process for stockholders and interested parties to communicate with the Board. Stockholders and interested parties may contact our Board as provided below:         WRITE CALL EMAIL ATTEND Corporate Secretary Century Communities, Inc. 8390 E. Crescent Pkwy. Suite 650 Greenwood Village, CO 80111 Investor Relations 303-268-8398 investorrelations@ centurycommunities.com Annual Meeting of Stockholders Wednesday, May 6, 20203, 2023 Hyatt Regency Denver Tech Center   Management will initially receive and process communications before forwarding them to the addressee(s). We generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information about the Company. Century Communities, Inc. – 2020 Proxy Statement 26 CommITTEE CHARTERS AND OTHER INFORMATION   COMMITTEE CHARTERS AND OTHER INFORMATION The charters of all three of our standing Board committees, Corporate Governance Guidelines and Code of Business Conduct and Ethics are available in the “Investors—“Discover Century—Investors—Corporate Governance—Governance Documents” section of our website located at www.centurycommunities.com. The Board reviews each of these documents on an annual basis. Printed copies of any of these documents are available upon written request to Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Corporate Secretary. Century Communities, Inc. – 20202023 Proxy Statement 2730 E XECUTIVE EXECUTIVE OFFICERS We have three executive officers: Dale Francescon, Robert J. Francescon, and David L. Messenger. Below is information regarding our executive officers as of March 13, 2020.9, 2023. There are no family relationships among any of our executive officers or directors, except for Dale Francescon and Robert J. Francescon, who are brothers. Century has been jointly led by our Co-Chief Executive Officers since our founding in 2002. The Board of Directors views this executive structure as optimal for our Company and not a temporary, transitional or duplicative arrangement. Our Co-Chief Executive Officers were the two founders of Century and share an aligned vision for the tone, direction and growth of the Company. Name Age Position with Century Dale Francescon 67 Chairman of the Board and Co-Chief Executive Officer Robert J. Dale Francescon 62 has served as:   ● Co-Chief Executive Officer President,since August 2002 and  Director ● Chairman of the Board since April 2013. Mr. Dale Francescon 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 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. Dale Francescon Age 70 Co-Chief Executive Officer and President Robert J. Francescon has served as:   ● Co-Chief Executive Officer since August 2002   ● President since April 2013; and   ● Board member since April 2013. Mr. Robert Francescon 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 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. Robert J. Francescon Age 65 Century Communities, Inc. – 2023 Proxy Statement 31 Chief Financial Officer David LL. Messenger 49 has served as our Chief Financial Officer since June 2013.  Mr. Messenger has extensive experience in finance and Secretaryaccounting for real estate companies. His direct responsibilities are overseeing all accounting, finance, capital markets, risk management, and financial planning and analysis. Prior to Century, Mr. Messenger was at UDR, Inc. (a publicly traded multifamily real estate investment trust) and held the following positions:   ●  Independent Consultant from June 2012 to February 2013; and   ●  Chief Financial Officer from August 2002 to May 2012. Mr. Messenger is licensed in the State of Virginia as a certified public accountant (inactive) and is a member of the American Institute of Certified Public Accountants and the Virginia Society of Certified Public Accountants. Mr. Messenger received a B.B.A. and M.A. in Accounting from the University of Iowa. David L. Messenger Age 52 Dale Francescon.  Mr. Dale Francescon has served as our Co-Chief Executive Officer since August 2002 and as the Chairman of our Board of Directors since April 2013.  Mr. Dale Francescon 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.  Mr. Dale Francescon has successfully managed the Company, through successive profitable years, in various economic cycles, from inception in August 2002 to the present.  Mr. Dale Francescon is licensed in the state of Colorado as a real estate broker (inactive) and 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.  Mr. Robert Francescon has served as our Co-Chief Executive Officer since August 2002, as President since April 2013 and as a member of our Board of Directors since April 2013.  Mr. Robert Francescon 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.  Mr. Robert Francescon has successfully managed the Company, through 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. David L. Messenger.  Mr. Messenger has served as our Chief Financial Officer since June 2013.  Mr. Messenger has extensive experience in finance and accounting for real estate companies.  His direct responsibilities are overseeing all accounting, finance, capital markets, risk management, and financial planning and analysis.  Prior to his tenure at Century, Mr. Messenger was at UDR, Inc., a publicly traded multifamily real estate investment trust, from August 2002 to May 2012, most recently as Chief Financial Officer.  From June 2012 to February 2013, Mr. Messenger served as an independent consultant for UDR, Inc.  Mr. Messenger is licensed in the State of Virginia as a Certified Public Accountant (inactive) and is a member of the American Institute of Certified Public Accountants and the Virginia Society of Certified Public Accountants.  Mr. Messenger received a B.B.A. and M.A. in Accounting from the University of Iowa. Century Communities, Inc. – 20202023 Proxy Statement 2832 P ROPOSAL PROPOSAL NO. 1: ELECTION OF DIRECTORS Board Size and Structure   BOARD SIZE AND STRUCTURE Our Bylaws provide that the Board of Directors shall consist of one or more members, with the number to be determined from time to time by the Board. The Board has fixed the number of directors at five,six, and we currently have fivesix directors serving on the Board. Each director holds office for a term of one year or until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, disqualification, or removal. Current Directors and Board Nominees   CURRENT DIRECTORS AND BOARD NOMINEES The Board currently consists of the following fivesix members: Name Age Position with the Company Dale Francescon John P. Box70 James M. LippmanChairman of the Board and Co-Chief Executive Officer Robert J. Francescon 65 Co-Chief Executive Officer, President and Director Patricia L. Arvielo 58 Independent Director John P. Box 76 Independent Director Keith R. Guericke 74 Independent Director James M. Lippman 65 Independent Director Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board nominated each of our current fivesix directors named above for re-election at the Annual Meeting. The Board and the Nominating and Corporate Governance Committee believe that our current fivesix directors collectively have the expertise, experience, qualifications, attributes, and skills to effectively oversee the management of Century, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing Century, a willingness to devote the necessary time to Board duties, a commitment to representing the best interests of Century and our stockholders, and a dedication to enhancing stockholder value. ThreeFour of our fivesix directors are independent within our director independence standards, which satisfy the NYSE listing standards for independence of the New York Stock Exchange and Rule 10A-3 under the Exchange Act.independence. Century Communities, Inc. – 2023 Proxy Statement 33 Each director elected at the Annual Meeting will serve a one-year term until Century’s next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal. Unless otherwise instructed, the proxy-holders will vote the proxies received by them for the fivesix nominees. If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board. Each nominee has agreed to serve if elected, and the Board has no reason to believe that any nominee will be unable to serve. Information about Director Nominees   INFORMATION ABOUT DIRECTOR NOMINEES Set forth below are the names, ages, and positions of our current directors and director nominees as of March 13, 2020,9, 2023, and biographical information for each nominee. Also below is a summary of the specific qualifications, attributes, skills, expertise and experiences that led the Board to conclude that each nominee should serve on the Board at this time. There are no family relationships among any of our directors or executive officers, except for Dale Francescon and Robert J. Francescon, who are brothers. Name Dale Francescon Age 70 Director since 2013 Committees None Age Position with the CompanyBackground Dale Francescon 67 has served as: ●   Co-Chief Executive Officer since August 2002; and ●   Chairman of the Board since April 2013. Mr. Dale Francescon 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 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 25 years of experience operating real estate companies. In addition, as a result of his dual role as Chairman of the Board and Co-Chief Executive Officer, Mr. Dale Francescon provides unique insight into our future strategies, opportunities, and challenges and serves as a unifying element between the Board and our management. Other Public Company Boards Current Past 5 Years None None Century Communities, Inc. – 2023 Proxy Statement 34   Robert J. Francescon Age 65 Director since 2013 Committees None Background Robert J. Francescon 62 is our Co-Chief Executive Officer and President. He has served as: ●   Co-Chief Executive Officer since August 2002 ●   President since April 2013; and ●   Board member since April 2013. He 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 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. Mr. Robert Francescon 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 25 years of experience as a senior executive within the homebuilding industry.  In addition, as a result of his dual role as a director and Co-Chief Executive Officer, Mr. Robert Francescon provides unique insight into our future strategies, opportunities and challenges and serves as a unifying element between the Board and our management. Other Public Company Boards Current Past 5 Years None None   Patricia L. Arvielo Age 58 Director since 2021 Independent Committees ●     Audit ●     Compensation ●     Nominating and Corporate Governance Background  Patricia L. Arvielo is President and DirectorCo-Founder of New American Funding (one of the largest independent mortgage companies in the U.S.), a position she has held since 2003. She leads the company’s sales and operations efforts. She is a first-generation Latina and an award-winning entrepreneur and adviser on several committees, including the Mortgage Bankers Association, the National Association of Hispanic Real Estate Professionals, and the Housing Counseling Federal Advisory Committee. At New American Funding, she founded the Latino Focus and New American Dream initiatives to identify and address challenges Hispanic and Black consumers face in their pursuit of homeownership and to enhance the quality of their lending experience. She frequently visits Washington, D.C. to lobby for the industry and homeowners, is a popular keynote speaker for mortgage events across the nation and was recognized by Ernst & Young as the 2016 EY Entrepreneur of The Year® Orange County. Qualifications Ms. Arvielo is qualified to serve as a director because of her vast knowledge of and experience within the real estate industry, her track record of successful execution, and her leadership within diverse communities. As a first-generation Latina, Ms. Arvielo champions diversity, equity and inclusion. Other Public Company Boards Current Past 5 Years Western Alliance Bancorporation None Century Communities, Inc. – 2023 Proxy Statement 35   John P. Box Age 76 Director since 2014 Independent Committees ●     Audit ●     Compensation ●     Nominating and Corporate Governance 73 Independent DirectorBackground John P. Box is regional chairman of Newmark Group, Inc. (a world leader in commercial real estate, seamlessly powering every phase of the property life cycle), a position he has held since January 2013. Prior to this role, he held the following positions: ●   President and Chief Executive Officer and owner of the Frederick Ross Company (the largest locally-owned commercial real estate service business in Colorado) from 1988 through 2012 during which the company diversified into several independent operating divisions and was active in commercial brokerage, consulting, and property management. ●   Chief Executive Officer and principal owner of ARA (Apartment Realty Advisors, Denver’s largest apartment building and multifamily land brokerage company) from 2002 through 2014. Mr. Box was recognized as honorary dean for 2002 by the University of Denver Franklin L. Burns School of Real Estate and Construction Management, and in 2001, he was awarded the 2000 NAIOP President’s Award for contributions to the real estate community. Earlier in his career, he was recognized four times by the Denver Board of REALTORS® as the recipient of the top commercial sales award for achieving the highest personal sales volume in the Denver area. Mr. Box served as Board Chair from 2004 to 2010 for Regis University and currently serves as a life trustee and is a former board chair of ONCOR International, a worldwide affiliation of real estate companies. Qualifications Mr. Box is qualified to serve as a director because of his extensive leadership within the real estate industry, his relationships with many executives at real estate companies, and his proven ability to successfully grow and diversify a real estate business. Other Public Company Boards Current Past 5 Years None None   Keith R. Guericke Age 74 Director since 2013 Independent Committees ●     Audit ●     Compensation ●     Nominating and Corporate Governance 71 Independent DirectorBackground Keith R. Guericke has served vice chairman of Essex Property Trust, Inc. (Essex) since 2002 and a director of Essex since June 1994. From 1988 through 2010, he served as President and Chief Executive Officer of Essex, retiring in January 2011. He joined Essex’s predecessor, Essex Property Corporation, in 1977 to focus on investment strategies and portfolio expansion, and prepared Essex for its initial public offering in 1994, and since then has overseen the significant growth of the Essex multifamily portfolio in supply-constrained markets along the West Coast. Prior to joining Essex, he began his career with Kenneth Leventhal & Company (a certified public accounting firm noted for its real estate expertise). Mr. Guericke is a member of NAREIT, the National Multifamily Housing Council, and several local apartment industry groups. Qualifications Mr. Guericke is qualified to serve as a director because of his extensive leadership experience at a publicly traded company, his expansive knowledge of the real estate industry, his strong relationships with many executives at real estate companies throughout the United States, and his expertise in accounting and finance. Other Public Company Boards Current Past 5 Years Essex Property Trust, Inc. None Century Communities, Inc. – 2023 Proxy Statement 36   James M. Lippman Age 65 Director since 2013 Independent Committees ●     Audit ●     Compensation ●     Nominating and Corporate 62 Independent DirectorBackground James M. Lippman founded JRK Property Holdings (JRK) in 1991 and currently serves as its Chairman and Founder and prior to February 2023 served as its Chief Executive Officer. From an initial purchase of five multifamily properties, JRK has grown to a national leader in the commercial real estate sector. In 2011, JRK was featured as the 25th largest Multifamily Owner and Manager in the United States by the National Multifamily Housing Council and ranked 27th in the nation by Multifamily Executive Magazine. Mr. Lippman is actively involved with Cedar-Sinai Medical Center, where he serves as Chairman of the Board. Mr. Lippman currently serves on the board of trustees of Union College. He also worked on Wall Street for many years, where he traded equities, options, and commodities for proprietary investment accounts. Qualifications Mr. Lippman is qualified to serve as a director because of his extensive leadership experience within the real estate industry, his financial management expertise, and his extensive contacts with senior real estate executives throughout the United States. Other Public Company Boards Current None Past 5 Years None MAJORITY VOTE STANDARD AND RESIGNATION POLICY   Century Communities, Inc. – 2020 Proxy Statement 29 Dale Francescon.  Mr. Dale Francescon has served as our Co-Chief Executive Officer since August 2002 Our Bylaws provide for a majority vote standard for uncontested director elections. Director nominees will be elected by a majority of the votes cast. A “majority of the votes cast” means that the number of votes cast “for” a director nominee exceeds the number of votes cast “against” such director nominee, with “abstentions” and as the Chairman of our Board of Directors since April 2013.  Mr. Dale Francescon 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.  Mr. Dale Francescon has successfully managed the Company, through successive profitable years, in various economic cycles, from inception in August 2002 to the present.  Mr. Dale Francescon is licensed in the state of Colorado“broker non-votes” not counted as a real estate broker (inactive) and in the state of California as an attorney (inactive) and asvote cast either “for” or “against” that nominee’s election. However, director nominees will be elected by 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. Mr. Dale Francescon, as a co-founder of Century, is qualified to serve as a director due to his familiarity with our history and day-to-day operations, his expertise in the homebuilding industry, and his more than 25 years of experience operating real estate companies. In addition, as a result of his dual role as Chairman and Co-Chief Executive Officer, Mr. Dale Francescon provides unique insight into our future strategies, opportunities, and challenges and serves as a unifying element between the Board and our management. Robert J. Francescon.  Mr. Robert Francescon has served as our Co-Chief Executive Officer since August 2002, as President since April 2013 and as a member of our Board of Directors since April 2013.  Mr. Robert Francescon 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.  Mr. Robert Francescon has successfully managed the Company, through 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. Mr. Robert Francescon, as a co-founder of Century, is qualified to serve as a director due to his familiarity with our history and day-to-day operations, his management experience in various business enterprises, and his more than 25 years of experience as a senior executive within the homebuilding industry. In addition, as a result of his dual role as a director and Co-Chief Executive Officer, Mr. Robert Francescon provides unique insight into our future strategies, opportunities and challenges and serves as a unifying element between the Board and our management. John P. Box. Mr. Box is a director and has served on the Board of Directors since May 2014. Mr. Box is a commercial real estate practitioner who has served as regional chairman of Newmark Knight Frank since 2013.  Prior to his current role, from 1988 through 2012, Mr. Box was President and Chief Executive Officer and ownerplurality of the Frederick Ross Company, the largest locally-owned commercial real estate service businessvotes cast in Colorado.  Under his watch, the Frederick Ross Company diversified into several independent operating divisions and was activeconnection with a contested election, as defined in commercial brokerage, consulting, and property management. In addition, Mr. Box was Chief Executive Officer and principal owner of ARA (Apartment Realty Advisors) from 2002 through 2014, Denver’s largest apartment building and multifamily land brokerage company.  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 contributionsour Bylaws. Pursuant to the real estate community.  Earlier in his career, Mr. Box 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 2004-2010 for Regis University and currently serves as a life trustee andour Corporate Governance Guidelines, any incumbent director who is a former board chair of ONCOR International, a worldwide affiliation of real estate companies.  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 through the United States, and his proven ability to successfully grow and diversify a real estate business. Century Communities, Inc. – 2020 Proxy Statement 30 Keith R. Guericke.  Mr. Guericke is a director and has served on the Board of Directors since May 2013. Mr. Guericke has served as a director of the board of Essex Property Trust, Inc. (Essex) since June 1994.  In 2002, Mr. Guericke wasnot elected to the positionBoard in accordance with the Bylaws shall promptly tender a written offer of vice chairmanresignation as a director. The Nominating and Corporate Governance Committee will recommend to the Board whether to accept or reject the director’s resignation offer or take other action, and the Board will take action with respect to the offer no later than 90 days following certification of the board of Essex, a position he still holds.  He heldelection results and will publicly disclose its decision regarding the position of President and Chief Executive Officer of Essexdirector’s resignation offer, if applicable, promptly thereafter. Any director whose resignation offer is under consideration will abstain from 1988 through 2010.  Effective January 2011, Mr. Guericke retired from his position as an executive officer.  Mr. Guericke joined Essex’s predecessor, Essex Property Corporation,participating in 1977 to focus on investment strategies and portfolio expansion. Mr. Guericke 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, Mr. Guericke began his career with Kenneth Leventhal & Company, a certified public accounting firm noted for its real estate expertise.  Mr. Guericke is a member of NAREIT, the National Multifamily Housing Council, and several local apartment industry groups.  Mr. Guericke received his B.S. in Accounting from Southern Oregon College in 1971.  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. any decision regarding that resignation offer. Board Recommendation   James M. Lippman.  Mr. Lippman is a director and has served on the Board of Directors since May 2013.  Mr. Lippman founded JRK Property Holdings (JRK) in 1991 and currently serves as its Chairman and 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 U.S. by the National Multifamily Housing Council and ranked 27th in the nation by Multifamily Executive Magazine. Mr. Lippman is actively involved with Cedar-Sinai Medical Center, where he serves as Chairman of the Board.  In addition, Mr. Lippman currently serves on the board of trustees of Union College.  Mr. Lippman also worked on Wall Street for many years, where he traded equities, options, and commodities for proprietary investment accounts.  Mr. Lippman earned a B.A. in Economics and Political Science from Union College.  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. BOARD RECOMMENDATION The Board of Directors unanimously recommends that our stockholders vote “FOR” the election of Dale Francescon, Robert J. Francescon, Patricia L. Arvielo, John P. Box, Keith R. Guericke, and James M. Lippman to serve as members of the Board until the next annual meeting of stockholders and until their successors are duly elected and qualified. The Board Recommends a Vote FOR Each Nominee for Director ☑ Century Communities, Inc. – 20202023 Proxy Statement 3137     PROPOSAL NO. 2: APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ELIMINATE OR LIMIT THE PERSONAL LIABILITY OF OFFICERS background   The State of Delaware, which is Century’s state of incorporation, recently amended Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) to permit a corporation to eliminate or limit the personal liability of certain officers to the corporation or its stockholders for breaches of the fiduciary duty of care as an officer in certain limited circumstances. We sometimes refer to this elimination or limitation of personal liability as “exculpation” in this proxy statement. Prior to amended DGCL Section 102(b)(7), Delaware law authorized such exculpation for directors but not for officers. As with directors, the exculpation protection does not apply to an officer’s breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Unlike director exculpation, however, the protection for officers under amended DGCL Section 102(b)(7) only permits officer exculpation for direct claims brought by stockholders for breach of an officer’s fiduciary duty of care, including class actions, but does not eliminate an officer’s monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. To gain the added protection for officers, Century must amend its Certificate of Incorporation, as amended (“Certificate of Incorporation”), to add an officer exculpation provision. An exculpation provision is one of three tools, in addition to indemnification and directors’ and officers’ (D&O) liability insurance, that can be used by directors and officers to protect themselves from personal liability incurred as a result of serving as a director or officer of a corporation. In general, exculpation provisions seek to prevent liability attaching to directors or officers in the first instance, while indemnification and D&O insurance seek to compensate and hold directors and officers harmless when they have incurred liability or are faced with defending liability claims. The Board of Directors believes it is important to provide not only its directors but also its officers protection from certain liabilities and expenses that may discourage prospective or current officers from serving as officers of Century. Accordingly, on February 8, 2023, the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, approved, subject to stockholder approval, a proposed amendment to our Certificate of Incorporation to eliminate or limit the personal liability of Century’s officers, as provided below. We sometimes refer to this proposed amendment to our Certificate of Incorporation as the “Charter Amendment” in this proxy statement. In the absence of such protection, the Board of Directors believes qualified officers might be deterred from serving as officers of Century due to potential exposure to personal liability and the risk that substantial expense could be incurred in defending lawsuits, regardless of merit. In approving the proposed Charter Amendment, the Board of Directors took into account several factors, such as the narrow class and type of claims that such officers would be exculpated from liability pursuant to amended DGCL Section 102(b)(7), the limited number of our officers who would be impacted, and the benefits the Board of Directors believes would accrue to Century by providing officer exculpation in accordance with DGCL Section 102(b)(7), including, without limitation, the ability to attract and retain key officers and the potential to reduce litigation costs associated with frivolous lawsuits. The Board of Directors balanced these considerations with our corporate governance practices and determined that it is advisable and in the best interests of Century and our stockholders to amend our Certificate of Incorporation to add an officer exculpation provision to eliminate or limit the personal liability of certain officers, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. Century Communities, Inc. – 2023 Proxy Statement 38 P   Text of Proposed Charter Amendment Our Certificate of Incorporation currently provides for the exculpation of directors, but does not include a provision that allows for the exculpation of officers. To ensure Century is able to attract and retain key officers and in an effort to reduce litigation costs associated with frivolous lawsuits, we propose to add a new Article THIRTEENTH to our Certification of Incorporation, which would state in its entirety as follows: “THIRTEENTH. An officer of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of an officer of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.” The proposed Certificate of Amendment to our Certificate of Incorporation (referred to in this Proposal No. 2 as the “Certificate of Amendment”) reflecting the foregoing Charter Amendment is attached as Appendix B to this proxy statement. Reasons for the Proposed Charter Amendment The Board of Directors believes it is appropriate for public corporations incorporated in states that allow for the limitation of liability of directors and officers to have such a provision in their charters. The nature of the role of directors and officers often requires them to make decisions on crucial matters. Frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. We expect our peers and other companies with whom we compete for officer talent to adopt exculpation clauses that limit the personal liability of officers in their charters, and we believe failing to adopt the proposed Charter Amendment could impact our recruitment and retention of exceptional officer candidates that conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of Century. For the reasons stated above, on February 8, 2023, the Board of Directors determined that the proposed Charter Amendment is advisable and in the best interest of our Company and our stockholders and authorized and approved, subject to stockholder approval, the proposed Charter Amendment and directed that it be considered for approval by our stockholders at the Annual Meeting. The Board of Directors believes the proposed Charter Amendment would better position Century to attract top officer candidates and retain our current officers and enable our officers to exercise their business judgment in furtherance of the interests of our stockholders without the potential for distraction posed by the risk of personal liability. Additionally, it would align the protections for our officers with those protections currently afforded to our directors, although it would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. The proposed Charter Amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any officer. Century Communities, Inc. – 2023 Proxy Statement 39   Timing and Effect of the Charter Amendment If the proposed Charter Amendment is approved by our stockholders, it would become effective immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, which we would expect to file promptly after the Annual Meeting. Other than the addition of the proposed new THIRTEENTH provision as provided above, the remainder of our Certificate of Incorporation would remain unchanged after effectiveness of the Charter Amendment. After effectiveness of the Charter Amendment, the new officer exculpation provision would apply only with respect to acts or omissions by our officers occurring after the date of the Charter Amendment. If the proposed Charter Amendment is not approved by our stockholders, our Certificate of Incorporation would remain unchanged. In accordance with the DGCL, the Board of Directors may elect to abandon the proposed Charter Amendment without further action by our stockholders at any time prior to the effectiveness of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, notwithstanding stockholder approval of the proposed Charter Amendment at the Annual Meeting. Board Recommendation The Board of Directors unanimously recommends that our stockholders vote “FOR” approval of the proposed Charter Amendment, which would amend our Certificate of Incorporation to eliminate or limit the personal liability officers to the extent permitted by recent amendments to Delaware law. The Board Recommends a Vote FOR Proposal No. 2 Century Communities, Inc. – 2023 Proxy Statement 40   ROPOSAL PROPOSAL NO. 2: 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Appointment   APPOINTMENT The Audit Committee appoints our independent registered public accounting firm, or independent auditor. In this regard, the Audit Committee evaluates the qualifications, performance, and independence of our independent auditor and determines whether to re-engage the current auditor. As part of its evaluation, the Audit Committee considers, among other factors, the quality and efficiency of the services provided by the independent auditor, including the performance, technical expertise, and industry knowledge of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the audit firm; the auditor’s national capabilities relative to our business; the auditor’s knowledge of our operations; and the auditor’s fees. Upon consideration of these and other factors, the Audit Committee has appointed Ernst & Young LLP (E&Y) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2020. 2023. Stockholder ratification of the selection of E&Y as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, the Board is submitting the appointment of E&Y to the stockholders for ratification as a matter of corporate practice. If our stockholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain E&Y. Even if the selection is ratified by our stockholders, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Century and our stockholders. A representative of E&Y is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions. Audit, Audit-Related, Tax, and Other Fees   AUDIT, AUDIT-RELATED, TAX, AND OTHER FEES The fees billed for professional services provided by E&Y in 20192022 and 20182021 were: Type of Fees   2019     2018   Audit Fees   $ 1,365,000     $ 1,370,000   Audit-Related Fees     0       0   Tax Fees     0       0   All Other Fees     4,873       2,130   Total Fees   $ 1,369,873     $ 1,372,130   Type of Fees   2022     2021   Audit Fees   $ 1,157,500     $ 1,265,000   Audit-Related Fees     0       0   Tax Fees     0       0   All Other Fees     17,346       31,150   Total Fees   $ 1,174,846     $ 1,296,150   In the above table, in accordance with the definitions of the SEC, “Audit Fees” consisted of fees for the audit of our consolidated financial statements included in our 2019 Annual Report and 2018 Annual Report,Reports on Form 10-K, reviews of the unaudited financial statements included in our Quarterly Reports on Form 10-Q, and consultation concerning financial accounting and reporting standards, as well as services normally provided in connection with statutory and regulatory filings or engagements, comfort letters, consents, and assistance with documents filed with the SEC. Audit Fees also included fees for the audit of the effectiveness of our internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. “Audit-Related Fees” consisted of fees for assurance and related services, including fees for services performed related to due diligence on acquisitions.capital market transactions. “Tax Fees” consisted of fees billed for permissible tax consulting, planning, and compliance services. “All Other Fees” consisted of subscription fees for Internet-based professional literature. literature in 2021 and work on the employee retention credit related to the CARES Act for both years. Century Communities, Inc. – 20202023 Proxy Statement 3241   Pre-Approval Policies and Procedures   PRE-APPROVAL POLICIES AND PROCEDURES The Audit Committee is responsible for selecting, appointing, evaluating, compensating, retaining, and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established policies and procedures in its charter regarding pre-approval of any audit and non-audit service provided to Century by our independent registered public accounting firm and the fees and terms thereof. Briefly, any audit or non-audit service provided to us by our independent registered public accounting firm must be pre-approved by the Audit Committee or the Chair of the Audit Committee. The Audit Committee considered the compatibility of the provision of other services provided by E&Y with the maintenance of its independence. The Audit Committee approved all audit and non-audit services provided by E&Y in 20192021 and 2018. 2022. Audit Committee Report   AUDIT COMMITTEE REPORT The Audit Committee issued the following report for inclusion in this proxy statement and our 20192022 Annual Report: 1. The Audit Committee has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2019,2022, with management of Century Communities, Inc., and with Century Communities, Inc.’s independent registered public accounting firm, Ernst & Young LLP. 2. The Audit Committee has discussed with Ernst & Young LLP those matters required by Public Company Accounting Oversight Board (PCAOB) Auditing Standard 1301 (Communications with Audit Committees). 3. The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by the PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning the accountant’s independence and has discussed with Ernst & Young LLP its independence from Century Communities, Inc., and its management. 4. Based on the review and discussions referenced to in paragraphs 1 through 3 above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended December 31, 2019,2022, be included in the Annual Report on Form 10-K for that year for filing with the Securities and Exchange Commission.   AUDIT COMMITTEE Keith R. Guericke, Chair Patricia L. Arvielo John P. Box James M. Lippman Board Recommendation   BOARD RECOMMENDATION The Board of Directors unanimously recommends that our stockholders vote “FOR” ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. 2023. The Board Recommends a Vote FOR Proposal No. 23 ☑ Century Communities, Inc. – 20202023 Proxy Statement 3342 P ROPOSAL PROPOSAL NO. 3: 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION Background   BACKGROUND The Board is providing our stockholders with an advisory vote on our executive compensation pursuant to the Dodd-Frank Wall Street Consumer Protection Act (Dodd-Frank Act) and Section 14A of the Exchange Act. This advisory vote, commonly known as a say-on-pay vote, is a non-binding vote on the compensation paid to our named executive officers as set forth in this proxy statement. At our 2019 Annual Meeting Approximately 98% of Stockholders, our stockholders had the opportunity to vote on an advisory say-on-pay proposal and a say-on-frequency proposal. Over 94% of the votes cast at last year’s annual meeting of stockholders were in favor of our say-on-pay proposal and our stockholders voted overwhelminglyproposal. Why You Should Vote in favor of an annual say-on-pay vote. In designing the compensation program for 2019, the Compensation Committee considered the results of the 2019 say-on-pay vote, our ongoing dialogue with stockholders, internal considerations such as consistency from year to year, and an evaluation of peer practices. After consideration, the Compensation Committee concluded that, for 2019, it was appropriate to maintain the existing compensation mix for our executives. Our 2019 compensation program continued to tie the majorityFavor of our executives’ compensation to performance metrics that support the Company’s growth strategy. Say-on-Pay Vote   WHY YOU SHOULD VOTE IN FAVOR OF OUR SAY-ON-PAY VOTE Our Pay Philosophy Our executive compensation program is generally designed to attract, retain, motivate, and reward highly qualified and talented executive officers that will enable us to drive long-term stockholder value. The underlying core principles of our executive compensation program include: ·● aligning the interests of our executives with those of our stockholders and linking pay to performance by providing compensation opportunities that are tied directly to the achievement of financial performance goals and long-term stock price performance; ·● targeting fixed compensation at the market median; and · ● targeting performance-based award levels between the 25th percentile andat the market median, and setting maximum award levels at or abovewith potential to exceed the market 75th percentile, thereby emphasizing performance-based compensation elements, with superiormedian for above target performance resulting in above-market pay, and underwhelminga range of possible payouts so that our competitive position could be above or below our stated strategy based on performance resulting in below-market pay. outcomes. We believe this balance allows us to attract and retain the necessary executive talent while motivating and rewarding the accomplishment of annual and long-term financial performance goals and maintaining an appropriate cost structure. Engagement and Responsiveness We regularly seek stockholder input on our executive compensation program and then incorporate that feedback to further enhance the program. Some of the compensation related actions we have taken in response to stockholder feedback over the last several years are described in the “Compensation Discussion and Analysis.” Century Communities, Inc. – 20202023 Proxy Statement 3443 Best Practices Our compensation practices include many best pay practices that support our executive compensation objectives and principles and benefit our stockholders. What We Do What We Don’t Do ✓ Structure our executive officer compensation so thatit is competitive and a significant portion of pay is at risk No guaranteed salary increases or bonuses ✓ Emphasize long-term performance in our equity-based incentive awards No excessive perquisitesguaranteed bonuses ✓ Use a mix of performance measures and caps on payouts No repricing of stock options unless approved by stockholdersexcessive perquisites ✓ Require minimum vesting periods on equity awards No discretionary bonusescurrent 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 ✓ Maintain a competitive compensation package No excise tax gross-ups ✓ Have robust stock ownership guidelines and stock retention requirements for executive officers No current payment of dividends on unvested awards ✓ Maintain a robust clawback policy covering cash and equity incentive compensation paid to current and former executives No short sales or derivative transactions in Century stock, including hedges ✓ Maintain a robust clawback policy No pledging of Century securities Hold an annual say-on-pay vote No pledgingrepricing of Century securitiesstock options We encourage our stockholders to read the “Compensation Discussion and Analysis,” beginning on page 37, which describes in detail our executive compensation program and the executive compensation decisions made by the Compensation Committee in 2019,for 2022, as well as the accompanying executive compensation tables and narratives that provide detailed information on the compensation of our named executive officers. We believe that our executive compensation program is competitive, focused on pay for performance, and strongly aligned with the long-term interests of our stockholders. The Compensation Committee believes that executive compensation for 20192022 was reasonable, appropriate, and justified by the performance of the Company and the result of a carefully considered approach. PROPOSED RESOLUTION   PROPOSED RESOLUTION The Board recommends that our stockholders vote in favor of the say-on-pay vote as set forth in the following resolution: RESOLVED, that our stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including in the “Compensation Discussion and Analysis,” the accompanying compensation tables and the corresponding narrative discussion and footnotes, and any related material disclosed in this proxy statement. Stockholders are not voting to approve or disapprove the Board’s recommendation. As this is an advisory vote, the outcome of the vote is not binding on us with respect to future executive compensation decisions, including those relating to our named executive officers, or otherwise. The Compensation Committee and Board expect to take into account the outcome of the vote when considering future executive compensation decisions. Century Communities, Inc. – 20202023 Proxy Statement 3544   NEXT SAY-ON-PAY VOTE NEXT SAY-ON-PAY VOTE   Consistent with the results from last year’sof the advisory vote on the frequency of the say-on-pay vote held at the 2018 Annual Meeting of Stockholders, the Board determined that we will conduct a say-on-pay vote on an annual basis. Accordingly, the next say-on-pay vote will occur at our 20212024 Annual Meeting of Stockholders. The next frequency of say-on-pay vote will also be held at our 2024 Annual Meeting of Stockholders since this vote must occur at least every six years and was most recently held at the 2018 Annual Meeting of Stockholders. Board Recommendation   BOARD RECOMMENDATION The Board of Directors unanimously recommends that our stockholders vote “FOR” approval, on an advisory basis, of our executive compensation, or say-on-pay vote. The Board Recommends a Vote FOR Proposal No. 34 ☑ Century Communities, Inc. – 20202023 Proxy Statement 3645   COMPENSATION DISCUSSION AND ANALYSIS   INTRODUCTION This Compensation Discussion and Analysissection (CD&A) addresses the principles underlying our policies and decisions with respect to the compensation ofdiscusses our executive officers who are named in the “Summary Compensation Table”compensation program and material factors relevant to these policies and decisions. This CD&A should be read together with the related tables and disclosures that follow.plans for our Named Executive Officers, or “NEOs”:   Our named executive officers for the year ended December 31, 2019 are set forth below. Dale Francescon  Chairman of the Board and Co-Chief Executive Officer Robert J. Francescon  Co-Chief Executive Officer and President David L. Messenger  Chief Financial Officer and Secretary We sometimes refer to these individuals collectively areas our named executive officers or “NEOs,” our Co-Chief Executive Officers collectively as our “Co-CEOs” and individually as our “Co-CEO” and our Chief Financial Officer as our “CFO.” This CD&A should be read together with the related tables and disclosures that follow. TABLE OF CONTENTS Executive Summary 47 Who We Are 47 2022 Business Highlights 48 2022 Compensation Actions and Outcomes 49 Compensation Philosophy 50 Say-on-Pay Vote 50 Our Engagement and Responsiveness 50 Compensation Highlights and Best Practices 51 NEO Stock Ownership Guidelines 51 Elements of Our Executive Compensation Program 52 Pay for Performance and Pay Mix 53 Named Executive Officer Compensation 53 Base Salary 54 Short-term Incentive – Annual Cash Bonus 54 Long-term Incentives – 2022 LTI Program 56 Long-term Incentives – 2020 LTI Payouts 57 Other Benefits 57 Employment Agreements, Severance and Change in Control Arrangements, and Post-Termination Restrictions 58 Risk Assessment 59 Clawback Policy 59 Anti-Hedging and Anti-Pledging Policy 59 Tax Considerations 59 Competitive Considerations and Use of Market Data 59 How We Make Compensation Decisions 60   Named Executive OfficerCentury Communities, Inc. – 2023 Proxy Statement Title Dale Francescon Chairman of the Board and Co-Chief Executive Officer Robert J. Francescon Co-Chief Executive Officer and President David L. Messenger Chief Financial Officer and Secretary46 Executive Summary     Executive Summary Who We Are   Century Communities, Inc. is a top 10 national U.S. homebuilder. We are engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 1718 states across the United States. We market and sell homes under both the Century Communities and Century Complete (formerly known as Wade Jurney Homes) brands. As of December 31, 2022, we operated in the 18 states and over 45 markets depicted below. We also offer title, insurance, and lending services in select markets.   Over the last six years, positive macro-economic conditions, along with our operating efficiencies, business strategy and geographic expansion through the acquisition of other homebuilders and organic entrances into new markets has resulted in significant increases in total revenue, net income, earnings per diluted share, and total stockholders’ equity.     Century Communities, Inc. – 20202023 Proxy Statement 3747 2022 Business Highlights   Fiscal 2019 Business Highlights 2019 proved to be another milestone year for Century in which we closed a record 8,000 homes, grew home sales revenues to a record $2.5 billion and generated $113 million of net income, achieving our 17th consecutive year of profitability. We also continued to execute on our strategy of dynamic growth by broadening our national footprint to 17 states, adding deliveries in Iowa, Indiana, Michigan and Ohio, not only expanding our scale and scope but strengthening our competitive position across high-potential markets, including the attractive, lower-priced home category previously marketed under Wade Jurney Homes but recently branded as Century Complete. Additionally, we improved our selling, general and administrative (SG&A) leverage demonstrating our success in maintaining tight financial discipline and driving operational efficiencies within the business. Highlights of our financial, operational and strategic achievements for 2019, which drove our 2019 executive pay decisions, are below.2022, include:   FINANCIAL $2.54.5 billion RevenueTotal Revenues  Achieved $2.5a record $4.5 billion in total revenues, a 7% year-over-year, with home sales revenues an seeing a 18% é9% year-over-yearyear-over year  $113.0525 million Net Income Achieved a record net income of $113.0$525 million, a 5% year-over-year, or $3.62a record $15.92 per diluted share, a 10% year-over-year  $753million Adjusted EBITDA*  Achieved a record adjusted EBITDA of $753 million, a 3% year-over-year  $0.20 share Quarterly Cash Dividend  Increased quarterly cash dividend to $0.20 per share in March 2022 from $0.15 per share, a 17% é33% year-over-year $1.06 billion Total Stockholders’ Equity Increased by $202.3 million to $1.06 billion, or 24% é year-over-year 12.2% SG&A Leverage Improved SG&A leverage 30 basis points to 12.2% from 12.5% the prior year $571.3 million Credit Facility Availability Strengthened balance sheet and created flexibility with increased availability of $571.3 million     OPERATIONAL 8,000208 Home DeliveriesSelling Communities  Achieved 8,000 home deliveries, a 31% éYear-end selling communities of 208 increased 3% year-over-year 7,86110,594 Net New Home Contracts Deliveries  Achieved 7,861 net new home contracts, a deliveries of 10,594, the second highest in our history  39% é96% year-over-year Spec Builds 96% of total home deliveries were spec builds compared to 86% of total deliveries in 2021  77% Entry-Level Homes Approximately 77% of our home deliveries qualified for Federal Housing Administration-insured (“FHA”) mortgages compared to approximately 75% in 2021      STRATEGIC ü Properly Incentivized Homes with Near-Term Completions to Turn Inventories As the homebuilding industry started to slow in the latter half of 2022, we prioritized our sales efforts on properly incentivizing homes with near-term completions to turn inventories and generate $382 million of net operating cash flow in the fourth quarter.  Reduced Controlled Lot Inventory and Land Spend Commitments Used low-risk, land-light business strategy to reduce our land pipeline by a total of 27,000 lots and acquisition commitments by over $650 million for a minimal cost of approximately $12 million  Continued to Focus on Entry Level Price Pointsand Move-in-Ready/Spec Home Construction ContinuedOur focus on spec homes allowed us to emphasize entry level price points, with the average sales price ofmore easily monetize land, produce homes deliveredmore efficiently and turn inventories more quickly, while allowing buyers to purchase quick-move-in homes and lock in backlog of $310,200 and $308,100, respectively ü Continued to Expand our Geographic Footprint Expanded our presence to 17 states, including Iowa, Indiana, Michigan and Ohio ü Accelerated Financial Services Business Achieved revenue of $43.3 million and pre-tax income of $10.7 million, a 37% é , and 22% é, respectively, year-over-yearmortgage rates    * See Annex I for a reconciliation of non-GAAP financial measures to most comparable measures under U.S. GAAP. Century Communities, Inc. – 20202023 Proxy Statement 3848 Fiscal 2019   2022 Compensation Actions and Outcomes One of our key executive compensation objectives is to link pay to performance by aligning the financial interests of our executives with those of our stockholders and by emphasizing pay for performance in our compensation programs. 20192022 compensation actions and incentive plan outcomes based on the performance described above are summarized below: Pay Element 20192022 Actions Base Salary · ●     Our Co-CEOs received noa base salary increases. ·increase of 11.1%. ●     Our CFO received noa base salary increase. increase of 15.4%.  Short-Term Incentive · ●     The threshold, target and maximum short-term incentive award opportunities remained the same as in 2018for 2022 were 175%, 350% and 700% of base salary, respectively, for our Co-CEOs and 125%, 250% and 500% of base salary, respectively, for our CFO. · ●     Performance metrics were revenue (40%(20%), EBITDA, as adjusted (40%(60%), and closings (20%), in each case adjusted to exclude acquisitions, for our Co-CEOs, and revenue (30%(15%), EBITDA, as adjusted (30%(45%), closings (15%), in each case adjusted to exclude acquisitions, and individual goals (25%) for our CFO. ·  Payouts were at the ●     Actual performance was between target and maximum payout level, based on fiscal 2019 performance: for revenue, exceeded maximum for EBITDA, as adjusted, and was between threshold and target for closings:    Metric*   Target   Maximum   Actual*   Revenue   $2.26 bil.   $2.48 bil.   $2.54 bil.   EBITDA, as adjusted   $190.2 mil.   $209.2 mil.   $224.5 mil.   Closings   7,051   7,756   8,000 Metric Threshold Target Maximum Actual Revenue $3.91 bil. $   4.34 bil. $   4.78 bil. $ 4.51 bil. EBITDA, as adjusted* 567.8 mil. $630.9 mil. $694.0 mil. $ 752.9 mil. Closings 10,370 11,522 12,674 10,594   *Adjusted to exclude acquisitions Non-GAAP financial measure. See page 55 for calculation.   Long-Term Incentives · ●     The threshold, target above target and maximum long-term incentive (LTI) award opportunities remained the same as in 2018for 2022 increased over 2021 to 500% of base salary for our Co-CEOs and 313% of base salary for our CFO. ·  The 2019 LTI ●     Our 2022 long-term incentive program consisted of 60%100% performance share unit (PSU) awards, and 40% time-vested restricted stock unit (RSU) awards.  The PSU awardswhich may vest and arebe paid out in shares of our common stock dependent upon the achievement of a threshold three-year (2019-2021) cumulative adjusted pre-tax income goal and will befor the years 2022-2024. ●     All net shares issued in settlement of the PSU awards are subject to a one-year mandatory holding period.  The RSU awards vest in three equal annual installments. · ●     Our NEOs also received an RSU awarda PSU payout in February 2019 as a payout2023 under a 2016 LTI programour 2020 PSU awards based primarily on the achievement, at maximum with kicker payout level, of a previously established adjusted pre-tax income performance goal for the three-year period ended December 31, 2018.2022: Metric Threshold Target Above- Target Maximum Actual Metric* Target Maximum Maximum with Kicker Actual Adjusted pre-tax income income* $225.1304.7 mil. $338.5 mil. $247.6372.4 mil. $423.2 mil. $281.4 mil. $369.1 mil. ·  In February 2020, our NEOs received an RSU award as a payout under a 2017 LTI program based primarily on the achievement, at maximum with kicker payout level, of a previously established adjusted pre-tax income goal for the three-year period ended December 31, 2019. Metric* Target Maximum Maximum with Kicker Actual Adjusted pre-tax income $256.5 mil. $282.2 mil. $320.6 mil. $449.11,519.8 mil.       *Adjusted to exclude acquisition-related expenses, bonus expense, loss from debt extinguishment, impairments and certain other nonrecurring expenses. Century Communities, Inc. – 2020 Proxy Statement 39 Pay Element 2019 ActionsNon-GAAP financial measure. See page57 for calculation. The grant of RSUs settled in respect of the pre-2018 LTI programs are deemed to occur in 2018, 2019 and 2020, respectively (not at the earlier time when the performance metrics were established).  By contrast, starting with the PSU component of the LTI program for 2018, the grant is reflected in the year the metrics are established.  Due to this transition in how we account for our LTI program, the equity compensation component of our NEOs’ total compensation, as calculated per SEC rules, reflects (or will reflect) a substantial increase in 2018, 2019 and 2020, compared to 2017, even though the NEOs’ year-over-year actual compensation did not materially increase. Other Compensation Related Actions ·  Over 94% ●     Approximately 98% of votes cast at our 20192022 Annual Meeting of Stockholders were in favor of our annual say-on-pay vote. COMPENSATION HIGHLIGHTS AND BEST PRACTICES Our compensation practices include many best pay practices that support our executive compensation objectives and principles, and benefit our stockholders. What We Do What We Don’t Do ✓   Structure our executive officer compensation so that a significant portion of pay is at risk    No guaranteed salary increases or bonuses ✓   Emphasize long-term performance in our equity-based incentive awards    No excessive perquisites ✓   Use a mix of performance measures and caps on payouts    No repricing of stock options unless approved by stockholders ✓   Maintain a robust clawback policy covering cash and equity incentive compensation paid to current and former executives    No discretionary bonuses ✓   Require a double-trigger for equity acceleration upon a change of control    No tax gross-ups ✓   Maintain a competitive compensation package    No excise tax gross-ups ✓   Have robust stock ownership guidelines and stock retention requirements for executive officers    No pledging of Century securities ✓   Require minimum vesting periods on equity awards    No short sales or derivative transactions in Century stock, including hedges ✓   Hold an annual say-on-pay vote    No current payment of dividends on unvested awards Century Communities, Inc. – 20202023 Proxy Statement 4049 Compensation Philosophy COMPENSATION PHILOSOPHY Given the small size of Century’s executive team, each executive has assumed responsibilities beyond what is generally found for similar executives in comparable companies. Many of these additional responsibilities directly impactbenefit the growth of Century. Further, Century emphasizes performance-based compensation elements, with superior performance resulting in above-market pay, and underwhelming performance resulting in below-market pay. As such, the Compensation Committee has determined that fixed compensation (i.e., base salary) should be targeted at the market median, with performance-based incentive compensation opportunities resulting in total direct compensation that ranges from well below the market median to the top quartile of the market (based on performance). The Compensation Committee has determined that target award levels will align total direct compensation at the market median, and maximum award levels, if earned, will align total direct compensation at or above the market 75th percentile. median. Say-on-Pay Vote   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 regularly 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. In establishing compatibility between Century and the members of our peer group, the following three factors are considered: Industry Revenue Market Capitalization Enterprise Value Based on these considerations, the following 11 companies in the “homebuilding” industry were selected by the Compensation Committee, upon recommendation of its compensation consultant, FW Cook, in October 2018 as members of our peer group for purposes of analyzing the market competitiveness of our 2019 executive compensation program: AV Homes Inc. LGI Homes, Inc. Taylor Morrison Home Corporation Beazer Homes USA, Inc. M.D.C. Holdings, Inc. TRI Pointe Group, Inc. Hovnanian Enterprises, Inc. M/I Homes, Inc. William Lyon Homes KB Home Meritage Homes Corporation There were no changes to the peer group from the prior year. All of these companies are public companies in the homebuilding industry whose business model involves development, design, construction of homes and/or development of land and that have annual revenues and a market capitalization generally within a range of our annual revenues and market capitalization.  As of September 2018, which when the peer group was recommended by FW Cook, we ranked at the 50th percentile of our peer group for revenue, 50th percentile for projected 2019 revenue, 42nd percentile for market capitalization and 40th percentile for enterprise value.  While at that time, AV Homes Inc. had agreed to be acquired by Taylor Morrison Home Corporation, it was determined to keep AV Homes Inc. as a peer company at that time since compensation data was still available. In constructing this peer group, the Compensation Committee also considered whether to include companies that disclosed Century as a peer, companies that appear in the peer groups of our peer companies and companies that Institutional Shareholder Services (ISS) considers a peer of ours in its latest voting recommendations report. Century Communities, Inc. – 2020 Proxy Statement 41 SAY-ON-PAY VOTE At our 20192022 Annual Meeting of Stockholders, our stockholders had the opportunity to vote on an advisory say-on-pay proposal and a say-on-frequency proposal. Over 94%approximately 98% of the votes cast by our stockholders on our advisory say-on-pay proposal were in favor of the proposal. We believe these favorable results affirmed stockholder support of our say-on-pay proposalapproach to executive compensation and our stockholders were overwhelmingly in favor of an annual say-on-pay vote. In designing the compensation program for 2020, the Compensation Committee considered the results of the 2019 say-on-pay vote, our ongoing dialogue with stockholders and investors, internal considerations such as consistency from year to year, and an evaluation of peer practices.  After consideration, the Compensation Committee concluded that, for 2020,did not believe it was appropriatenecessary to, maintain the existing compensation mix for our NEOs since our 2019 compensation program continuedand, therefore, did not, make any significant structural changes to tie the majority of our NEOs’ compensation to performance metrics that support the Company’s growth strategy. STOCKHOLDER ENGAGEMENT While the Board is encouraged by the results of our 2019 say-on-pay vote where the vast majority of our stockholders supported our compensation program design, the Board nonetheless continued to seek stockholder feedback throughout 2019.  Over the course of the year, our executives held more than 200 meetings with stockholders, including 9 of our top 10 stockholders that are actively managed funds.  Members of management participated in each meeting.  One of the objectives of these engagement sessions was to solicit feedback on aspects of our executive compensation program.  Stockholder feedback was relayed directlyprogram in response to the Compensation Committeesay-on-pay vote results. OUR ENGAGEMENT AND RESPONSIVENESS We regularly seek stockholder input on our executive compensation program and full Board, which consideredthen incorporate that feedback while evaluating opportunities to further enhance the program. Some of the compensation related actions we have taken in response to stockholder feedback over the last several years are described below. What We Heard What We Did Align the interest of executive officers with those of stockholders. We adopted stock ownership and retention guidelines to ensure that the interests of our NEOs would be closely aligned with those of our stockholders. All NEOs are in compliance with our guidelines. We also adopted an anti-hedging/pledging policy. Dale Francescon and Robert J. Francescon beneficially own 6.0% and 5.0%, respectively, of our outstanding common stock, and together beneficially own 11.0% of our outstanding common stock.  Emphasize long-term incentives. Our long-term incentive program provides for significant LTI opportunities for our executives, which for 2022 constituted 53% of our Co-Chief Executive Officer target total direct compensation and 47% for our Chief Financial Officer, and comprised of 100% performance share unit awards, which have a three-year performance period and then a one-year holding period on the shares issued in settlement of the PSU awards.. Emphasize performance-based compensation. 89% of our Co-CEO target compensation and 85% of our CFO target compensation for 2022 is performance-based compensation. Century Communities, Inc. – 2023 Proxy Statement 50   What We Heard What We Did Increase disclosure on executive compensation, including long-term incentives and stock ownership. Each year, we have increased and improved our executive compensation disclosure, with an eye towards transparency and readability.  Our Compensation Discussion and Analysis reflects these increased disclosures. Ensure the recovery of incentive compensation based on incorrect calculations that resulted in a financial restatement. We adopted a robust clawback policy covering cash and equity incentive compensation paid to current and former executives. Compensation Highlights and Best Practices Our compensation practices include many best pay practices that support our executive compensation programs. objectives and principles, and benefit our stockholders. What We Do What We Don’t Do Structure our executive officer compensation so it is competitive and a significant portion of pay is at risk No guaranteed salary increases Emphasize long-term performance in our equity-based incentive awards No guaranteed bonuses Use a mix of performance measures and caps on payouts  No excessive perquisites Maintain a robust clawback policy No current payment of dividends on unvested awards    Require a double-trigger for equity acceleration upon a change of control No repricing of stock options Have robust stock ownership guidelines and stock retention requirements for executive officers No short sales or derivative transactions in Century stock, including hedges Require minimum vesting periods on equity awards No pledging of Century securities Hold an annual say-on-pay vote No excise or other tax gross-ups NEO Stock Ownership Guidelines   We have established stock ownership guidelines that are intended to further align the interests of our NEOs with those of our stockholders. A stock ownership target for each of our NEOs has been set at that number of shares of our Century common stock with a value equal to a multiple of the NEO’s annual base salary. Not only are all of our NEOs in compliance with our stock ownership guidelines, but each of them beneficially own a significant amount of our outstanding common stock, as indicated in the table below, which is as of December 31, 2022. ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAMNamed Executive Officer Target Stock   Ownership as a Multiple of Base Salary In Compliance? Beneficial Ownership % Actual Stock Ownership as a Multiple of Base Salary Dale Francescon 6x Yes 6.2% 92x Robert J. Francescon 6x Yes 5.1% 73x David L. Messenger 3x Yes Less than 1% 14x Century Communities, Inc. – 2023 Proxy Statement 51   Elements of Our Executive Compensation Program During 2019,2022, our executive compensation program consisted of several key elements, which are described in the table below along with the key characteristics of, and the purpose for, each element.  The following table also describes anyelement and key 2019 changes to each of these elements. 2022 changes. Element Key Characteristics Purpose Key 20192022 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. No11.1% base salary increasesincrease for each of our Co-CEOs and 15.4% increase for our Co-CEOs or CFO. 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 for our CFO, individual goals. Motivates and rewards our executives for achievement of annual financial and other goals intended to achieve our annual business plan objectives. The threshold, target and maximum short-term incentive awardSTI opportunities remainedfor our NEOs all increased for 2022 over 2021, with the sametarget opportunity representing 350% of base salary for each our Co-CEOs and CFO. 2019 performance metrics were the same as 2018. Like last year,250% of base salary for our CFO also had individual performance metrics. Payouts were at the maximum payout level based on fiscal 2019 performance. Century Communities, Inc. – 2020 Proxy Statement 42 Element  Key Characteristics  Purpose  Key 2019 Changes CFO. Long-Term Incentives (LTI) (Variable, Restricted Stock Unit andand/or Performance Share Unit Awards) A variable, long-term element of compensation that is provided 60%either solely in the formPSU awards or a mix of PSU awards and 40% in the form of 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, are based on target levels of achievement and vest in three equal annual installments. Net shares issued in settlement of the PSU awards are subject to a one-year mandatory holding period. Aligns the interests of our executives with our stockholders; encourages our executives to focus on long-term company financial performance measures that are deemed strategically and operationally important to our Company; promotes retention of our executives; and encourages significant ownership of our common stock. Our LTI program consisted of 100% PSU awards. The LTI award opportunities remained the same for our Co-CEOs and CFO,NEOs all increased for 2022 over 2021, with the target LTI award opportunity at 250%representing 500% of base salary for each of our Co-CEOs and 220%313% of base salary for our CFO. Consistent with last year, our LTI program consists of 60% PSU awards and 40% time-vested RSU awards. The PSU awards vest and are paid out in shares of our common stock upon the achievement of a threshold three-year (2019-2021) cumulative adjusted pre-tax income goal and will be subject to a one-year mandatory holding period. The RSU awards vest in three equal annual installments. Perquisites Includes an automobile and cell phone allowance, term life insurance, and aircraft time sharing arrangements. Assists in allowing our executives to more efficiently utilize their time and support them in effectively contributing to our Company success. No significant changes. Retirement Benefits Includes a unqualifiedqualified defined contribution retirement plan with a discretionary Company match. Provides an opportunity for employees to save and prepare financially for retirement. No significant changes. We describe each key element of our executive compensation program in more detail in the following pages, along with the compensation decisions made in 2019.  The compensation paid to our NEOs is governed, in part, by written employment agreements with them, which are described below under “Executive Compensation—Employment and Other Agreements.” 2022. Century Communities, Inc. – 20202023 Proxy Statement 4352   Pay for Performance and Pay Mix   PAY FOR PERFORMANCE AND PAY MIX We seek to motivate management to achieve improved financial performance of our Company through incentive plans that reward higher performance with increased incentive payouts and hold management accountable for financial performance that falls below targeted levels by paying reduced or no incentive payouts. Accordingly, in general, our executive compensation program emphasizes variable, at-risk, pay elements as a significant portion of each NEO’s total compensation package. The breakdown of variable, at-risk, pay (broken out between target annual short-term incentives and long-term incentives) compared to fixed pay (i.e., base salary) reported for 2019 in the Summary Compensation Table for our Co-CEOs and CFO is as follows: Named Executive Officer Compensation Century has been jointly led by our Co-CEOs since our founding in 2002. The Board views this executive structure as optimal for our Company and not a temporary, transitional or duplicative arrangement. Our Co-CEOs were the two founders of Century and share an aligned vision for the tone, direction and growth of the Company. Given the trust and confidence that has been developed between our Co-CEOs over the extended period this structure has been in place, these roles are not duplicative, but rather allow each individual to focus his efforts in areas of specific expertise. Further, we have a small number of executive officers, and, due to the absence of other positions typically found on leadership teams, such as a Chief Operating Officer or an Executive Chairman, our Co-CEOs take on additional responsibilities and perform tasks that would normally not be required of a CEO. As such, when determining compensation for our two Co-CEOs, the Compensation Committee takes into account the individual value that each Co-CEO brings to the Company, the broad range of responsibilities and duties that are shared between them, and the demonstrated track record of success that has resulted from this structure. Century Communities, Inc. – 2023 Proxy Statement 53   NAMED EXECUTIVE OFFICER COMPENSATION   Base Salary Purpose: Base salary is designed to compensate our NEOs at a fixed level of compensation that provides some financial certainty and security for our NEOs, and also serves as a retention tool throughout the executive’s career. Competitive Positioning: In setting base salaries, the Compensation Committee considers many factors, including each executive’s roles and responsibilities, unique skills, future potential with Century, salary levels for similar positions in our market and internal pay equity.  While a Co-CEO executive structure is not commonly found in the marketplace, we believe our leadership structure is appropriate in light of our historical growth and expected future development.  Further, the small number of executive officers at Century and the absence of other leadership positions within Century’s executive team, such as a Chief Operating Officer, that are otherwise generally found on the leadership teams of other companies, requires our executives to perform multiple roles and take on additional responsibilities that would otherwise not be required of CEOs and CFOs.  As such, when determining compensation amounts for the year, the Compensation Committee takes into account these factors and the fact that Century has two Co-CEOs who each perform a broad range of duties which would generally be spread over a number of executive positions as described above. Century Communities, Inc. – 2020 Proxy Statement 44 Our goal is to target the market median as our strategic target for base salary. We review each executive’s base salary and performance every year to determine whether base salary should be adjusted. Along with individual performance, we also consider movement of salary in the market, as well as our financial results from the prior year to determine appropriate salary adjustments. Under their employment agreements, the base salaries of our Co-CEOs may not be adjusted downward. While the Compensation Committee applies general compensation concepts when determining the competitiveness of our executives’ salaries, the Compensation Committee generally considers base salaries as being competitive when they are within approximately 10% of the stated market target. 2019 2022 Review: The Compensation Committee reevaluatedreviewed NEO compensation relative to the market data in early 20192022 and determined to maintainincrease the base salaries of our Co-CEOs and CFO. Named Executive Officer 2018 Base Salary ($) 2019 Base Salary ($) Change (%) Dale Francescon 850,000 850,000 0.0% Robert J. Francescon 850,000 850,000 0.0% David L. Messenger 550,000 550,000 0.0% CFO to move them closer to our target positioning. Named Executive Officer 2021 Base Salary ($) 2022 Base Salary ($) Change (%) Dale Francescon 900,000 1,000,000 11.1% Robert J. Francescon 900,000 1,000,000 11.1% David L. Messenger 650,000 750,000 15.4% Short-Term Incentive – Annual Cash Bonus Purpose: Our short-term incentive, or annual cash bonus program, is designed to reward the achievement of specific annual financial and operational objectives. Annual cash bonuses are designed to incentivize our NEOs at a variable level of compensation based on Century’s performance, as well as, in the case of our CFO, individual performance. Competitive Positioning: Our strategy is to target the market median for short-term incentives for performance that meets expected levels and to target total cash compensation (base salary plus target STI) at the market median, with potential to exceed the market median for above target performance. We have established a range of possible payouts under the plan so that our competitive position could be above or below our stated strategy based on performance outcomes. 2019 2022 STI Awards: For 2019,2022, the threshold, target and maximum STI opportunities for our NEOs were as follows: follows, which represent increases over last year: Named Executive Officer Threshold Target Maximum Dale Francescon 87.5%175% of target 175%350% of base salary 350%700% of target Robert J. Francescon 87.5%175% of target 175%350% of base salary 350%700% of target David L. Messenger 50%125% of target 100%250% of base salary 200%500% of target No changes for 2019 were made to the threshold, target, or maximum award opportunities for our Co-CEOs or CFO. Century Communities, Inc. – 20202023 Proxy Statement 4554   These increases were intended to move target total cash compensation for our NEOs closer to our target positioning. As a result of significant revenue growth in recent years, our peer group was adjusted accordingly to incorporate peers which more closely align with the size of Century. The resulting peer group includes homebuilders of a larger size than those previously included in our peer group. The increased target opportunities under the STI program for 2022 were set to appropriately align the opportunities of our NEOs with comparable executives in our new peer group. Given the superior financial and stock price performance of Century in recent years, these increases to the 2022 target opportunities of our NEOs were seen as appropriate. Despite these increased target STI award opportunities, the 2022 target STI opportunity for each of our NEOs remained at the median of the 2021 actual STI awards of comparable executives of companies in our new peer group. The performance metrics that applied for the 20192022 STI plan are described in the table below. below, which represent changes from last year, emphasizing profitability and specifically adjusted EBITDA over revenue. Named Executive Officer 20192022 Performance Metrics Co-CEOs 40% 20% revenue 40% 60% EBITDA, as adjusted 20% closings CFO 30% 15% revenue 30% 45% EBITDA, as adjusted 15% closings 25% individual performance goals: treasury and leverage management goals In considering the performance metrics that should apply in calculating our Co-CEOs’ STI awards, the Compensation Committee determined that the performance metrics should be based on overall Company performance as opposed to individual performance. The Compensation Committee furthermore determined that the most important measures of Company success, which should form the basis of our Co-CEOs’ STI awards, werecontinued to be revenue, EBITDA, as adjusted, and number of closings.closings, but emphasized profitability and specifically adjusted EBITDA over revenue, resulting in adjusted EBITDA having a higher weighting than revenue and compared to last year. In considering the performance metrics that should apply in calculating our CFO’s STI award, the Compensation Committee determined that his STI award should be based, in part, on the same Company performance metrics as our Co-CEOs to align the entire executive team, as well as two evenly weighted individual performance goals. goals, which were management of corporate purchasing, construction services and land development group and improvement in financial and operating metrics in financial services. In determining the 2022 goals for each STI performance metric, the Compensation Committee set the target performance goal at the same level as our 2022 annual business plan and set threshold and maximum performance goals at 10% below target and 10% above target, respectively. In establishing the 2022 annual business plan, the Board of Directors considered a variety of factors, including the Company’s record results for the recently completed full year 2021, the then current homebuilding environment and the expected difference between the two years. The Company financialBoard of Directors ultimately approved a 2022 business plan that exceeded 2021 actual levels for revenues and closings and that was below 2021’s actual EBITDA, as adjusted, since 2021 had been positively impacted by land sale profits, outsized gains on loan sale premiums, the lowest SG&A percentage in the Company’s history, and lower direct construction costs than what was being experienced in the current year. By setting the performance goals consistent with the annual business plan, the Compensation Committee believes executives are appropriately challenged and aligned with the Company’s goals. In approving the target for the EBITDA, as adjusted, performance metric for 2022, the Compensation Committee recognized that although the target EBITDA, as adjusted, performance metric for 2022 was below 2021’s actual EBITDA, as adjusted, performance, the Compensation Committee believed it was nonetheless sufficiently challenging and rigorous given the analysis undertaken by the Board of Directors in establishing the 2022 business plan. It is the view of the Compensation Committee that it is appropriate to tie annual performance targets for a year to the annual business plan for that year and therefore only exceed prior year performance if the annual business plan reflects a targeted growth over the prior year. As in past years, if the threshold level for a performance metric was not achieved, then no payout would be made with respect to that metric. The performance metrics, and the performance levels attached to each, as well as actual performance, are reflected in the following table. Actual performance was between target and maximum for revenue, exceeded maximum for EBITDA, as adjusted, and was between threshold and target for closings. Performance   Metric Threshold Target Maximum Actual Revenue $ 3.91 billion $ 4.34 billion $ 4.78 billion $ 4.51 billion EBITDA, as adjusted(1) $ 567.8 million $ 630.9 million $ 694.0 million $ 752.9 million Closings 10,370 11,522 12,674 10,594   Company Performance Metric* Threshold Target Maximum Actual Revenue $    2.03 billion $      2.26 billion $      2.48 billion $      2.54 billion EBITDA, as adjusted(1) $ 171.1 million $   190.2 million $   209.2 million $   234.1 million Closings 6,346 7,051 7,756 8,000 (1) (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, and amortization, from net income and also excluding executive bonuses, acquisition expenses, purchase price adjustments, impairments, 45L certification costs and the impact of new markets.markets, severance costs, impairments, loss on debt extinguishment and certain other nonrecurring items from net income, as applicable for the year. In determining the threshold, target and maximum goals for each performance metric, the Compensation Committee set the target for each metric using Century’s projected business plan for 2019 (i.e., as the amount in the target business plan approved by the Board).  Threshold was set at 90% of target, and maximum was set at 110% of target.  If the threshold level was not achieved with respect to a given performance metric, then no payout was made with respect to that metric.  The projected business plan for 2019 was approved by the Board in March 2019 and took into consideration Century’s 2019 financial outlook at that time, which consistent with the national housing market, was uncertain in light of interest rates and the U.S. macroeconomic environment at that time.  The business plan also incorporated Century’s strategy to continue to invest in more affordable price point offerings including through both our Century Communities and former Wade Jurney Homes brands, as well as the anticipated costs related to the office relocation and system conversion of the former Wade Jurney Homes business.  After careful consideration and with the input of the Compensation Committee’s independent compensation consultant, the Compensation Committee determined that it was appropriate to set the target level for the EBITDA, as adjusted, metric at a level slightly lower than the prior year actual result, but consistent with Century’s 2019 operating plan approved by the Board, 2019 financial outlook expectation for year over year contraction in adjusted gross margin percentage, and strategy to offer more affordable price point offerings.  The target and maximum goals for revenue and the threshold, target and maximum goals for closings were set at a higher level than 2018 actual results, reflecting the planned improvement in revenue and closings as a result of the inclusion of full year results of Wade Jurney Homes and the expansion of our offering of affordably priced homes. Century Communities, Inc. – 20202023 Proxy Statement 4655 For 2019, our NEOs earned cash bonuses based on maximum performance for revenue, adjusted EBITDA, and closings, and our CFO earned a cash bonus based on these same corporate metrics as well as individual goals, which were at maximum performance, resulting in an STI award payout for each of our NEOs at the maximum payouts. The individual performance goals for our CFO were based on treasury and leverage management. In determining a maximum level of performance, the Compensation Committee noted the CFO’s critical role in strengthening Century’s balance sheet, including management of the Company’s At-the-Market (ATM) program, the completion of a private offering of $500.0 million aggregate principal amount of 6.750% Senior Notes due 2027 and the extinguishment of $385.0 million in outstanding principal of our 6.875% Senior Notes due 2022, and the extension of the maturity date on our revolving credit facility to April 2023, along with the addition of a $110.0 million accordion component.    The table below shows the various levels of payout and the actual level of payout for STI cash awards made in February 20202023 for each of our NEOs for 20192022 performance. Named Executive Officer Threshold Payout ($) Target Payout ($) Maximum Payout ($) Actual Payout ($) Dale Francescon 743,750 1,487,500 2,975,000 2,975,000 Robert J. Francescon 743,750 1,487,500 2,975,000 2,975,000 David L. Messenger 275,000    550,000 1,100,000 1,100,000 Named Executive Officer Threshold Payout ($) Target Payout ($) Maximum Payout ($) Actual Payout ($) Dale Francescon 1,750,000 3,500,000 7,000,000 5,650,202 Robert J. Francescon 1,750,000 3,500,000 7,000,000 5,650,202 David L. Messenger   937,500 1,875,000 3,750,000 3,026,892 Long-Term Incentives – 20192022 LTI Program Purpose: Our long-term incentive program is designed to reward NEOs for the achievement of specific financial objectives, recognize their efforts on our behalf over an extended period of years, and provide an additional incentive and retention element to their overall compensation package. Our LTI program is also intended to align the interests of our executives with our stockholders. Competitive Positioning: We target the market median for our target LTI program and may pay above the median if performance exceeds target. LTI Awards and Plan Mechanics: The target LTI award opportunity for each of our Co-CEOs was 250% of base salary and approximately 220% of base salary for our CFO for 2019. Our LTI program for 20192022 consisted of a mix100% PSU awards, which we utilize to increase the percentage of PSUperformance-based compensation provided to our executives and RSU awards.align their compensation with the interests of our stockholders. The PSU and RSU awards were granted under the Century Communities, Inc. 2017 Omnibus Incentive Plan and represent the right to receive Century common stock upon vesting. The PSU awards will vest and be paid out upon the achievement of a cumulative adjusted pre-tax income goal over three years and the RSU awards will vest and be paid in three equal annual installments.years. Once paid out, the net shares underlying the PSU awards will be subject to a mandatory one-year holding period. 20192022 LTI Award Opportunity: For the 20192022 LTI awards, the Compensation Committee first determined a target LTI value for each executive based on a percentage of base salary and then delivered 60%100% of this value in PSU awards, assuming target performance. The target LTI award opportunity was 500% of base salary for each of our Co-CEOs and 40%approximately 313% of base salary for our CFO for 2022, which, in time-based RSU awards.each case, represented an increase over his target LTI award opportunity from the prior year. Such increases were intended to move the total target direct compensation of our NEOs closer to our target positioning. Similar to the increased target STI award opportunities as discussed above, the target LTI award opportunity for each of our NEOs was also increased to more closely align with the target LTI award opportunities of comparable executives of companies in our new peer group. As stated above, this new peer group was set in response to our significant growth, which led to a change in our peer group to homebuilders of a more comparable size. Despite the increased target LTI award opportunities, the 2022 target LTI award opportunities for our NEOs remained near the median of the 2021 actual LTI awards of comparable executives of companies in our new peer group. Performance-based (60%(100%) Time-based (40%) Named Executive Officer Threshold (50%) ThresholdTarget (50%(100%) Target (100%) Above Target (200% for Co-CEOs Co-CEOs and 150% for CFO) Maximum (250% for Co-CEOs and 200% for CFO) Number of RSUs Total Target LTI Value Dale Francescon 40,591 shares 26,15281,182 shares ($630,000)5,000,000) 162,364 shares 52,304202,955 shares ($1,260,000) 104,608 shares ($2,520,000) 130,760 shares ($3,150,000) 34,869 shares ($840,000) $2,100,000 Robert J. Francescon 40,591 shares 26,15281,182 shares ($630,000)5,000,000) 162,364 shares 202,955 shares David L. Messenger 19,078 shares 52,30438,156 shares ($1,260,000)2,350,000) 57,234 shares 104,60876,311 shares ($2,520,000) 130,760 shares ($3,150,000) 34,869 shares ($840,000) $2,100,000 Century Communities, Inc. – 20202023 Proxy Statement 4756   Performance-based (60%) Time-based (40%) Named Executive Officer Threshold (50%) Target (100%) Above Target (200% for Co-CEOs  and 150% for CFO) Maximum (250% for Co-CEOs and 200% for CFO) Number of RSUs Total Target LTI Value David L. Messenger 14,944 shares ($360,000) 29,888 shares ($720,000) 44,832 shares ($1,080,000) 59,776 shares ($1,440,000) 19,925 shares ($480,000) $1,200,000 Long-TermLong Term Incentives – 2020 LTI Payouts from 2016 Grants Background: As described above, priorFor the 2020 to 2018,2022 performance period, goals were established and PSU awards were granted in early June 2020 taking into consideration the national housing market and the U.S. macroeconomic environment at that time, the then anticipated effects of the COVID-19 pandemic on Century’s business, and Century’s weak financial and operational performance for March, April and a portion of May 2020. The target goal was based on the business plan for 2020, a 3.5% increase for 2021 and a further 6.5% increase for 2022 plus target executive officer short-term incentive for each year. After careful consideration and with the input of the Compensation Committee’s independent compensation consultant at the time, the Compensation Committee determined that it was appropriate to utilize Century’s 2020 business plan approved by the Board even though it was lower than 2019 actual results, due primarily to the uncertainty and unprecedented market and business conditions caused by the COVID-19 pandemic and the U.S. macroeconomic environment and Century’s then anticipated 2020 through 2022 financial outlook. For the 2020 to 2022 performance period, we achieved adjusted pre-tax income of $1,519.8 million, far exceeding all goals, including maximum. This was due to our unprecedented record performance across nearly all metrics in each year during the performance period and the strong rebound experienced by the U.S. housing market. Based on this result, the 2020 to 2022 payout was at the maximum performance level. Accordingly, our Co-CEOs each received 107,913 shares and our CFO received 49,332 shares under the 2020 LTI program included cash-denominated awardswhich shares were approved for payout upon the Compensation Committee’s certification of performance against the pre-established goal at the same time as performance goals, with RSUs granted in settlement of the awards following the end of the performance period. Starting withits meeting on February 8, 2023. The net shares received by our 2018 LTI program,Co-CEOs and continuing with our 2019 LTI program, our NEOs received a mix of PSU awards and time-vested RSU awards. The use of PSU awards ledCFO are subject to a change in the accounting for our LTI program, resulting in a substantial increase in reported equity-based compensation for our NEOs in 2019 and 2018 compared to 2017, even though the NEOs’ actual year-over-year compensation did not materially increase. As a resultone-year mandatory holding period. A summary of the accounting treatment for the PSU awards paid out to our named executive officers for the 2020 to 2022 performance period, and time-vested RSUthe value realized on vesting for those awards, the entire grant date fair values of these awards are includedcan be found in the “Stock Awards” columnOption Exercises and Stock Vested During 2022 table on page 66 in the “Number of the Summary Compensation Table, amounting to approximately $2.0 million for each of our Co-CEOsShares Acquired on Vesting” and $1.1 million for our CFO for 2019. Under our prior accounting treatment, the PSU awards would have been reported in a future year. Under the accounting rules, the 2019 payout in RSU awards of the 2016 LTI program was deemed to have occurred in 2019 (not at the earlier time when“Value Realized on Vesting” columns, respectively. The table below outlines the performance metric was set), which resulted in an additional $3.0 million in grant date fair value included in the “Stock Awards” column of the Summary Compensation Table for each of our Co-CEOs and $1.1 million for our CFO for 2019. Similarly, under the accounting rules, the 2018 payout in RSU awards of the 2016 LTI program was deemed to have occurred in 2018 (not at the earlier time when the performance metric was set), which resulted in an additional $2.0 million in grant date fair value included in the “Stock Awards” column of the Summary Compensation Table for each of our Co-CEOs and $800,000 for our CFO for 2018. Because of the three-year performance period of our 2017 LTI program, the grant of time-based RSU awards in Februarygoal, as payouts of prior LTI programs will continue through 2020, resulting in inflated equity compensation numbers each year through 2020, with normalization occurring in 2021. 2019 LTI Awardwell as Payout from 2016 LTI Program. As part of our prior LTI program, in February 2019, the Compensation Committee granted RSU awards as payouts under our prior LTI program. For these RSU awards, the Compensation Committee had established the following threshold, target, maximum,above target, and maximum with kicker LTI award opportunities for our Co-CEOs and CFO: Named Executive Officer Threshold Target Maximum Maximum with Kicker Dale Francescon 50% of target 150% of base salary 200% of target 250% of target Robert J. Francescon 50% of target 150% of base salary 200% of target 250% of target David L. Messenger 50% of target 100% of base salary 200% of target 250% of target Century Communities, Inc. – 2020 Proxy Statement 48 The performance-based metric used for the February 2019 RSU award grants was cumulative adjusted pre-tax income goals that were established by the Committee at the time of grant, along with actual performance, for the three years ended December 31, 2018 in comparison2020 to the following pre-established performance levels:2022 PSU awards. Performance Metric Threshold ($) Target ($) Maximum ($)Above Target Maximum with Kicker ($) Actual ($) (Maximum) Adjusted pre-tax income(1) 202.6 million$304.7 mil. 225.1 million$338.5 mil. 247.6 million$372.4 mil. 281.4 million$423.2 mil. 369.1 million$1,519.8 mil. (1)________________________ (1) This is a non-GAAP financial measure. Adjusted pre-tax income is calculated by excluding executive bonus expense, acquisition expense,acquisition-related expenses, purchase accounting adjustment,price adjustments, loss from debt extinguishment, impairments, abandonment of land contracts, discontinued operations and impairments.certain other nonrecurring expenses from net income before income taxes, as applicable during any particular year. The performance levels above correspond to the share amounts listed in the table below. Named Executive Officer Threshold (50%) Target (100%) Above Target (200% for Co- CEOs/150% for CFO) Maximum (250% for Co- CEOs/200% for CFO) Dale Francescon 21,583 shares 43,165 shares 86,330 shares 107,913 shares Robert J. Francescon 21,583 shares 43,165 shares 86,330 shares 107,913 shares David L. Messenger 12,333 shares 24,666 shares 36,999 shares 49,332 shares   Because our achieved three-year cumulative adjusted pre-tax income exceeded the pre-established maximum with kicker performance level, our NEOs received an actual LTI award based on maximum with kicker performance. While the Compensation Committee had discretion in the grant of these awards and reserved the right to factor in additional performance criteria, this discretion was not exercised, and no additional adjustments were made to these RSU award grants. The table below shows the various levels of LTI award opportunities and the actual LTI award value and number of RSUs earned by each of our NEOs in February 2019. Named Executive Officer Threshold LTI Award Value ($) Target LTI Award Value ($) Maximum LTI Award Value ($) Maximum with Kicker LTI Award Value ($) Actual LTI Award Value ($) Number of RSUs (#) Dale Francescon 600,000 1,200,000 2,400,000 3,000,000 3,000,000 126,636 Robert J. Francescon 600,000 1,200,000 2,400,000 3,000,000 3,000,000 126,636 David L. Messenger 225,000    450,000    900,000 1,125,000 1,125,000   47,488 These RSU awards granted in February 2019 vested on the one-year anniversary of the grant date. 2020 LTI Award as Payout from 2017 LTI Program. Similarly, as part of our prior LTI program, in February 2020, the Compensation Committee granted RSU awards as payouts under our prior LTI program. For these RSU awards, the Compensation Committee had established the following threshold, target, maximum and maximum with kicker LTI award opportunities for our Co-CEOs and CFO: Named Executive Officer Threshold Target Maximum Maximum with Kicker Dale Francescon 50% of target 105% of base salary 200% of target 315% of target Robert J. Francescon 50% of target 105% of base salary 200% of target 315% of target David L. Messenger 50% of target 70% of base salary 200% of target 315% of target The performance-based metric used for the February 2020 RSU award grants was cumulative adjusted pre-tax income for the three years ended December 31, 2019 in comparison to the following pre-established performance levels: Performance Metric Threshold ($) Target ($) Maximum ($) Maximum with Kicker ($) Actual ($) Adjusted pre-tax income(1) 230.8 million 256.5 million 282.2 million 320.6 million 449.1 million (1) This is a non-GAAP financial measure. Adjusted pre-tax income is calculated by excluding bonus expense, acquisition expense, purchase accounting adjustment, impairments, 45L certification and loss from debt extinguishment. Century Communities, Inc. – 2020 Proxy Statement 49 Because our achieved three-year cumulative adjusted pre-tax income exceeded the pre-established maximum with kicker performance level, our NEOs received an actual LTI award based on maximum with kicker performance. While the Compensation Committee had discretion in the grant of these awards and reserved the right to factor in additional performance criteria, this discretion was not exercised, and no additional adjustments were made to these RSU award grants. The table below shows the various levels of LTI award opportunities and the actual LTI award value and number of RSUs earned by each of our NEOs in February 2020. These awards will be reflected in the 2020 Summary Compensation Table and Grants of Plan-Based Awards Table. Named Executive Officer Threshold LTI Award Value ($) Target LTI Award Value ($) Maximum LTI Award Value ($) Maximum with Kicker LTI Award Value ($) Actual LTI Award Value ($) Number of RSUs (#) Dale Francescon 446,250 892,500 1,785,000 2,805,000 2,805,000 89,933 Robert J. Francescon 446,250 892,500 1,785,000 2,805,000 2,805,000 89,933 David L. Messenger 166,250 332,500   665,000 1,045,000 1,045,000 33,504 These RSU awards granted in February 2020 will vest on the one-year anniversary of the grant date. Long-Term Incentives – Supplemental Adjusted Summary Compensation Table As previously discussed, due to the transition in how we account for our LTI program, the reported equity compensation component of our NEOs’ total compensation increased substantially in 2019 and 2018 compared to 2017, even though the NEOs’ year-over-year actual compensation did not materially increase. The following is summary compensation information for our NEOs that is reflective of the Compensation Committee’s pay decisions for the applicable fiscal years. The values in the table do not include the grant date fair values of the February 2019 and February 2018 RSU award payouts under our prior LTI program in the “Stock Awards” column. Given this adjustment, the information presented in the table below does not meet SEC requirements for the Summary Compensation Table. This information is supplemental to, and not a substitute for, the compensation information reported in the Summary Compensation Table. Stockholders are advised to read this Adjusted Summary Compensation Table in conjunction with the Summary Compensation Table, beginning on page 55 of this proxy statement. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards(1) ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total(1 ($) Dale Francescon 2019 850,000 0 1,991,205 2,975,000 73,460 5,889,665 Chairman of the Board and Co-Chief Executive Officer 2018 2017 850,000 839,453 0 0 2,014,306 1,275,006 2,506,812 2,550,000 81,558 61,396 5,452,676 4,725,855                 Robert J. Francescon 2019 850,000 0 1,991,205 2,975,000 73,025 5,889,230 Co-Chief Executive 2018 850,000 0 2,014,306 2,506,812 81,420 5,452,538 Officer and President 2017 839,453 0 1,275,006 2,550,000 61,258 4,725,717                 David L. Messenger 2019 550,000 0 1,137,828 1,100,000 13,156 2,800,984 Chief Financial Officer and Secretary 2018 2017 525,000 469,727 0 0 1,151,016    474,992    951,686    950,000   7,002 13,570 2,634,704 1,908,289   (1) The Stock Awards and Total numbers for 2018 reflect the correction of an overstatement reflected in last year’s proxy statement due to the use of the gross grant date fair value amounts rather than the discounted grant date fair valued amounts resulting from the mandatory one-year holding period on the shares issuable upon vesting of the RSU awards. Century Communities, Inc. – 2020 Proxy Statement 50   Other Benefits In 2019,2022, our NEOs had the opportunity to participate in a qualified defined contribution retirement plan on the same basis as our other employees. We believe this plan provides an opportunity for our executives to plan for and meet their retirement savings needs. We do not provide any pension arrangements, nonqualified defined contribution, or other deferred compensation plans. 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 20192022 included an automobile and cellular telephone allowance and, in the case of our Co-CEOs, reimbursements for term life insurance premiums. When it is not being used for Company purposes, the NEOs may use the corporate aircraft for non-Company purposes. In the event of such use, the NEOs 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.   Century Communities, Inc. – 2023 Proxy Statement 57   Employment Agreements, SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS, and POST-TERMINATION RESTRICTIONS We have entered intoThe compensation paid to our NEOs is governed, in part, by written employment agreements with each of our NEOs. These employment agreementsthem, which are described below under “Executive Compensation—Employment and Other AgreementsAgreements..” The purpose of these agreements is to define the essential terms of these executives’ employment relationships in a manner that will protect our business and other interests and the interests of the executive, including in the event his employment is terminated upon certain events. The severance provisions in the agreement are intended to induce these executives to continue employment with our Company and to retain them and provide consideration to them for certain restrictive covenants that apply following a termination of employment. Additionally, we entered into these agreements because they provide us valuable protection by subjecting these executives to restrictive covenants that prohibit the disclosure of confidential information during and following their employment and limit their ability to engage in competition with us or otherwise interfere with our business relationships following a termination of their employment. The receipt of any severance by these executives is conditioned upon his execution of a release of claims. In October 2018, we amended and restated the employment agreements with our Co-CEOs, the primary purpose of which was to modify the definition of “retirement” to extend by two years (to November 1, 2020) the earliest date after which the executive may terminate employment for retirement and receive certain benefits in connection therewith so as to avoid a requirement to recognize immediately the full stock-based accounting expense associated with equity awards held by such executives. We also made certain other changes to these agreements, including extending the term by two years by imposing a new five-year term, reflecting their current base salaries and annual bonus opportunities, and revising their cash severance provisions. To encourage continuity, stability, and retention when considering the potential disruptive impact of an actual or potential corporate transaction, we have established change in control arrangements, including provisions in our employment agreements with our NEOs. These provisions provide our NEOs certain payments and benefits in the event of a termination of their employment in connection with a change in control. These additional payments and benefits will not be triggered just by a change in control, but require a termination event not within the control of the executive, and thus are known as “double trigger” change in control arrangements. These “double trigger” change in control protections are intended to induce executives to accept or continue employment with our Company, provide consideration to executives for certain restrictive covenants that apply following termination of employment, and provide continuity of management in connection with a threatened or actual change in control transaction. If the employment of one of our NEOs is terminated by Century without cause or by him for good reason within 24 months following or in the case of our Co-CEOs, within six months preceding, a change in control, the executive will be entitled to receive a severance payment and certain benefits. The receipt of any severance is conditioned upon the executive’s execution of a release of claims. Century Communities, Inc. – 2020 Proxy Statement 51   We believe these change in control arrangements with our NEOs are an important part of our executive compensation program in part because they mitigate some of the risk for executives working in a smaller public company where there is a meaningful likelihood that the company may be acquired. Change in control benefits are intended to attract and retain qualified executives who, absent these arrangements and in anticipation of a possible change in control of our Company, might consider seeking employment alternatives to be less risky than remaining with our Company through the transaction. We believe that relative to our Company’s overall value, our potential change in control benefits are relatively small and are aligned with current peer company practices. Century Communities, Inc. – 2023 Proxy Statement 58     Risk Assessment As a result of our assessment on risk in our compensation programs, we concluded that our compensation policies, practices, and programs and related compensation governance structure work together in a manner so as to encourage our executives (and other employees) to pursue growth strategies that emphasize stockholder value creation, but not to take unnecessary or excessive risks that could threaten the value of our Company. For more information on this assessment, see the discussions under “Executive Compensation—Compensation Risk Assessment.” Clawback Policy In November 2018, we adoptedWe maintain a new, robust clawback policy pursuant to which we may recover cash and equity incentive compensation from current or former officers 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. We intend to revise this policy during 2023 to comply with recent SEC rule changes and anticipated NYSE rule changes. ANTI-HEDGING AND ANTI-PLEDGING Policy   Executive Stock Ownership Guidelines We have established stock ownership guidelines that are intended to further align the interests of our NEOs with those of our stockholders. A stock ownership target for each of our NEOs has been set at that number of shares of our Century common stock with a value equal to a multiple of the NEO’s annual base salary. All of our NEOs are in compliance with our stock ownership guidelines. Named Executive Officer Stock Ownership Target as a Multiple of Base Salary In Compliance? Dale Francescon 6x Yes Robert J. Francescon 6x Yes David L. Messenger 3x Yes ANTI-HEDGING AND PLEDGING Policy Century considers it improper and inappropriate for those employed by the Company to engage in short-term or speculative transactions in our securities or in other transactions in our securities that may lead to inadvertent violations of the insider trading laws. Accordingly, 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 regularly 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.   Century Communities, Inc. – 20202023 Proxy Statement 5259   In establishing compatibility between Century and the members of our peer group, the following three factors were considered: Industry Revenue Price to Earnings Ratio     Tax CONSIDERATIONS Prior toBased on these considerations, the enactment of the Tax Cuts and Jobs Act (Tax Act), in designing our executive compensation program, we considered the deductibility of executive compensation under Code Section 162(m). The Tax Act, among other things, repealed the exemption from Code Section 162(m)’s $1 million deduction limit for “performance-based” compensation for taxable years beginning after December 31, 2017, other than with respect to certain “grandfathered” arrangements entered into prior to November 2, 2017. Some of our compensation plansfollowing 15 companies were designed with the intention of satisfying the requirements for “performance-based” compensation as defined in Code Section 162(m) prior to the effective date of the Tax Act so that such awards would be exempt from the Code Section 162(m) deduction limitation. While we designed these plans to operate in this manner, the exemption is no longer available for performance-based awards paid in tax years beginning after 2017 (other than with respect to certain “grandfathered” arrangements as noted above). Further, as to any grandfathered arrangements,selected by the Compensation Committee, may administerupon recommendation of its compensation consultant, WealthPoint, in September 2021 as members of our peer group for purposes of analyzing the plansmarket competitiveness of our 2022 executive compensation program: Beazer Homes USA, Inc. LGI Homes, Inc. PulteGroup, Inc. Cavco Industries Inc. M.D.C. Holdings, Inc. Skyline Champion Corporation Dream Finders Homes, Inc. M/I Homes, Inc. Taylor Morrison Home Corporation Hovnanian Enterprises, Inc. Meritage Homes Corporation Toll Brothers, Inc. KB Home NVR, Inc. TRI Pointe Group, Inc. This peer group is an expansion of the peer group from the prior year. The Compensation Committee expanded the peer group by six additional companies based on a belief that a larger peer group is more useful, in a manner that does not satisfy the Code Section 162(m) performance-based compensation requirements in order to achieve a result thatit helps management and the Compensation Committee determinesbetter focus on current pay trends in the industry. In expanding the size of the peer group, the Compensation Committee noted that the two major proxy advisory firms, Institutional Shareholder Services, Inc. and Glass Lewis & Co. Inc., also ascribe to a “larger is better” peer group philosophy as ISS recommends a peer group of 14 to 24 peer companies and its peer group for Century was comprised of 18 peer companies and Glass Lewis’s peer group for Century was comprised of 15 peer companies at that time. 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 appropriate, includinglarger than we are nationally, we are larger than some or all of the peers in certain markets. As of July 2022, when the peer group was recommended by revising performance goals and/or adjustment events as neededWealthPoint, we ranked at the 51st percentile of our peer group for revenue and 36th percentile for price to ensure our pay practices continueearnings ratio.. In constructing this peer group, the Compensation Committee also considered whether to align with performance.include companies that ISS considered a peer of ours in their latest voting recommendations report. 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. Responsible Party Roles and Responsibilities Compensation Committee   (Comprised solely of independent directors and reports to the Board of Directors) ●  Oversees all aspects of our executive compensation program. ●  Annually reviews and approves our corporate goals and objectives relevant to Co-CEOexecutive officer compensation. ●  Evaluates each Co-CEO’sexecutive officer’s performance in light of such goals and objectives, and determines and approves his compensation based on this evaluation. ●  Determines and approves all executive officer compensation, including salary, bonus, and equity and non-equity incentive compensation. ●  Administers our equity and incentive compensation plans and reviews and approves all equity awards and executive incentive payouts. Century Communities, Inc. – 2023 Proxy Statement 60   Responsible Party Roles and Responsibilities ●  Reviews our incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk-taking. ●  Evaluates market competitiveness of each executive’sexecutive officer’s compensation. ●  Evaluates proposed changes to our executive officer compensation program. ●  Assists the Board in developing and evaluating potential candidates for executive officer positions and overseeing the development of executive succession plans. ●  Has sole authority to hire consultants, approve their fees, and determine the nature and scope of their work.   Independent External Compensation Consultant   (Frederic W. Cook & Co., Inc.)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 executives.executive officers. ●  Examines our executive compensation program to ensure that each element supports our business strategy. Century Communities, Inc. – 2020 Proxy Statement 53   Responsible Party Roles and Responsibilities ●Assists in selection of peer companies and gathering competitive market data. ●   Provides advice with respect toReviews structure and competitiveness of our equity-basednon-employee director compensation plans.program.   Co-Chief Executive Officers   (With the support of other members of the management team) ● Review performance of other executiveSection 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 input or recommendations with respect to their own compensation.   COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the foregoing “Compensation Discussion and Analysis” with our management. Based on this review and these discussions, the Compensation Committee has recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this proxy statement and inincorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019.2022.   COMPENSATION COMMITTEE James M. Lippman, Chair Patricia L. Arvielo  John P. Box Keith R. Guericke Century Communities, Inc. – 20202023 Proxy Statement 5461     EXECUTIVE EXECUTIVE COMPENSATION Summary Compensation Table Summary Compensation Table The table set forth below summarizes the compensation information for each of the individuals who served as a “principal executive officer” or “principal financial officer” during 2019.2022. Our Co-CEOs and CFO are our only executive officers. Name and Principal Position Year Salary ($) Bonus ($)(1) Stock Awards ($)(2) (3) Non-Equity Incentive Plan Compensation ($)(4) All Other Compensation ($)(5) Total ($)(3)   Year Salary ($) Bonus ($)(1) Stock Awards ($)(2) Non-Equity Incentive Plan Compensation ($)(3) All Other Compensation ($)(4) Total ($) Dale Francescon 2019 850,000 0 4,991,212 2,975,000 73,460 8,889,672 2022 979,167 0 4,540,509 5,650,202 73,589 11,243,467 Chairman of the Board and Co-Chief Executive Officer 2018  2017   850,000 839,453   0 0   4,014,313 1,182,500   2,506,812 2,550,000   81,558 61,396   7,452,683 4,633,349         Chairman of the Board 2021 900,000 0 2,816,154 2,962,994 74,524 6,753,672 and Co-Chief Executive Officer 2020 850,000 0 4,557,972 2,916,887 74,524 8,399,383 Robert J. Francescon 2019 850,000 0 4,991,212 2,975,000 73,025 8,889,237 2022 979,167 0 4,540,509 5,650,202 73,589 11,243,467 Co-Chief Executive 2018 850,000 0 4,014,313 2,506,812 81,420 7,452,545 2021 900,000 0 2,816,154 2,962,994 73,792 6,752,940 Officer and President 2017 839,453 0 1,182,500 2,550,000 61,258 4,633,211 2020 850,000 0 4,557,972 2,916,887 73,792 8,398,651         David L. Messenger 2019 550,000 0 2,262,819 1,100,000 13,156 3,925,975 2022 729,167 0 2,134,065 3,026,892 19,589 5,909,713 Chief Financial Officer and Secretary 2018 2017   525,000 469,727   0 0   1,901,011 442,496   951,686 950,000   7,002 13,570   3,384,699 1,875,793   Chief Financial Officer 2021 650,000 500,000 1,267,262 1,538,619 19,276 3,975,157 and Secretary 2020 550,000 0 2,091,584 1,083,885 19,276 3,744,745   (1) We did not pay any discretionary bonuses or bonuses that are subjectively determined to any NEOs in any of the years presented. AnnualOur annual cash bonuses which are based on performance and measured against pre-established performance goals are reported in the “Non-Equity Incentive Plan Compensation” column, are based on performance, which is measured against pre-established performance goals.column. (2) Amounts reported for 2019 and 2018 represent the grant date fair value of RSU and PSU awards granted to our NEOs, computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718.718, taking into consideration an illiquidity discount in light of a mandatory one-year holding period on the shares of common stock issued in settlement of the PSU awards. These are not amounts paid to or realized by the NEOs. We caution that the amounts reported in the table for stock awards and, therefore, total compensation may not represent the amounts that each NEO will actually realize from the awards. Whether, and to what extent, an NEO realizes value will depend on a number of factors, including Company performance and stock price. The grant date fair value of the PSU awards assumes target levels of performance. The grant date fair value of the 20192022 PSU awards assuming maximum levels of performanceperformances are as follows: Mr. Dale Francescon ($2,878,028)11,351,273); Mr. Robert Francescon ($2,878,028)11,351,273); and Mr. Messenger ($1,315,670)4,268,074). The grant date fair valueSee “Compensation Discussion and Analysis—Named Executive Officer Compensation—Long-Term Incentives” for a description of the 2018 PSUour long-term incentive awards assuming maximum levels of performance are as follows: Mr. Dale Francescon ($2,935,804); Mr. Robert Francescon ($2,935,804); and Mr. Messenger ($1,342,084).payouts for 2022. Under the accounting rules, the grant of the February 2019 RSU awards was deemed to occur in 2019, and the grant of the February 2018 RSU awards was deemed to occur in 2018 (not at the earlier times when the performance metrics were set), which resulted in an additional $3.0 million and $2.0 million in grant date fair value included in the “Stock Awards” column for each of our Co-CEOs for 2019 and 2018, respectively, and $1.1 million and $0.7 million for our CFO for 2019 and 2018, respectively. The Stock Awards and Total numbers for 2018 reflect the correction of an overstatement reflected in last year’s proxy statement due to the use of the gross grant date fair value amounts rather than the discounted grant date fair valued amounts resulting from the mandatory one-year holding period on the shares issuable upon vesting of the RSU awards. Name 2016 LTIP Payout ($) 2019 LTI Award ($) Total ($) Dale Francescon 3,000,007 1,991,205 4,991,212 Robert J. Francescon 3,000,007 1,991,205 4,991,212 David L. Messenger 1,124,991 1,137,828 2,262,819 Century Communities, Inc. – 2020 Proxy Statement 55 Name 2016 LTIP Payout ($) 2018 LTI Award ($) Total ($) Dale Francescon 2,000,007 2,014,306 4,014,313 Robert J. Francescon 2,000,007 2,014,306 4,014,313 David L. Messenger   749,995 1,151,016 1,901,011 (3) The Stock Awards and Total numbers for 2018 reflect the correction of an overstatement reflected in last year’s proxy statement due to the use of the gross grant date fair value amounts rather than the discounted grant date fair valued amounts resulting from the mandatory one-year holding period on the shares issuable upon vesting of the RSU awards. (4) Amounts reported represent payouts under our short-term incentive plan and for each year reflect the amounts earned for that year but paid during the following year. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Short-Term Incentive—Annual Cash Bonus” for a description of our short-term incentive plan.plan and payouts for 2022. (5)(4) Amounts reported in this column for 20192022 include: Name Company Match Contributions 401(k) ($) Auto and Cell Phone Allowance ($) Life Insurance Premiums ($) Total Other Compensation ($) Company Match 401(k) Contributions ($) Auto and Cell Phone Allowance ($) Life Insurance Premiums ($) Total Other Compensation ($) Dale Francescon 12,500 30,000 30,960 73,460 13,500 30,000 30,089 73,589 Robert J. Francescon 12,500 30,000 30,525 73,025 13,500 30,000 30,089 73,589 David L. Messenger  7,066 6,000 90 13,156 13,500 6,000 89 19,589 Amounts reported in the Life Insurance Premiums column for the Co-CEOs include $30,000 term life insurance premium reimbursement pursuant to the terms of their respective employment agreements and an additional amount imputed to them as income as a result of the Company’s employee group term life insurance program.   Employment and Other AgreementsCentury Communities, Inc. – 2023 Proxy Statement 62   Employment and Other Agreements Co-CEO Employment Agreements In October 2018, we entered into an amended and restatedWe are party to employment agreement with each of our Co-Chief Executive Officers,Co-CEOs, Dale Francescon and Robert J. Francescon, which haswas amended most recently in July 2020. These agreements have an initial five-year term and providesprovide for automatic one-year extensions thereafter. These agreementsthereafter and contain customary confidentiality provisions as well as non-competition and non-solicitation provisions. These The agreements provide for an initial annual base salarycertain aspects of $850,000; an annual cash performance bonus opportunity at threshold equal to 87.5% of annual base salary, at target equal to 175% of annual base salary, and at maximum equal to 350% of annual base salary;their compensation packages, including participation in our equity incentive plans; reimbursement of up to $2,500 per month for term life insurance premiums; and a $2,500 per month automobile and cell phone allowance. The agreements also contain customary severance provisions described later in this proxy statement. Century Communities, Inc. – 2020 Proxy Statement 56 No severance benefits are payable if we terminate the executive’s employment for cause or if he resigns voluntarily and without good reason and other than by reason of retirement. If we terminate the executive’s employment due to his disability, or his employment terminates due to his death or retirement, he or his estate will be entitled to receive (i) a pro rata amount of his annual incentive bonus for the fiscal year in which employment terminated calculated based on actual performance; (ii) a pro rata amount of the equity awards for the fiscal year or performance period in which employment terminated based on target performance, unless actual performance exceeds target based on proration of the performance goals through the last day of the calendar quarter preceding the termination date; (iii) the immediate vesting of all equity awards granted to him not then based on performance; and (iv) our payment for up to 18 months of that portion of his COBRA premiums that exceeds what he would have paid if he were an active employee. For purposes of the agreements, “retirement” means the executive’s voluntary termination of his employment, provided the executive: (a) has reached (or will reach on or after the termination date) the age of 60 along with at least 20 years of employment with us (for purposes of the agreements, each executive’s employment with us is deemed to have commenced on November 1, 2000); and (b) provides us with notice of his intent to retire at least 90 days in advance of the termination date. If we terminate the executive’s employment without cause or if he terminates his employment for good reason, he will be entitled to (i) a lump sum cash severance payment equal to two times his annual base salary; (ii) a lump sum cash payment equal to the greater of either two times his average annual bonus for the three preceding fiscal years or two times his potential target bonus for the year in which the termination date occurs; (iii) the immediate vesting of all equity awards, including grants for the year of termination based on target performance, and for other performance-based equity awards, determined at the greater of target or actual performance achieved against a proration of the original performance goals through the last day of the calendar quarter preceding the termination date; and (iv) our payment for up to 18 months of that portion of his COBRA premiums that exceeds the amount he would have paid as an active employee. If we terminate the executive’s employment without cause or if he terminates his employment for good reason, within six months preceding or within 24 months following a “change in control” (as defined in the agreements), in addition to the other payments described above (but in lieu of the payment in clauses (i) and (ii) above), the executive will receive a lump sum cash severance payment equal to three times his base salary and a lump sum cash payment equal to the greater of: (A) three times his potential target bonus for the year in which the termination date occurs; or (B) three times his average annual bonus for the three completed fiscal years immediately preceding the termination date. To the extent that any change in control payment or benefit would be subject to the “golden parachute” excise tax under Code Section 4999, the payments will be reduced to an amount that will not subject the executive to the excise tax if the reduction results in him receiving a greater amount on a net after tax basis than would be received if he received the payment and benefits and paid the excise tax. The severance payments and benefits provided for above are conditioned upon our receipt of a release of claims from the executive. CFO Employment Agreement In November 2017, we entered intoWe are also party to an employment agreement with our CFO, David L. Messenger.Messenger, which was amended most recently in July 2020. This agreement has an initial term of three years and provides for automatic one-year extensions thereafter. Mr. Messenger’s agreementthereafter and contains customary confidentiality provisions as well as non-competition and non-solicitation provisions. This agreement provides for an initial annual base salarycertain aspects of $475,000 (which was subsequently raised to $550,000 in 2018); an annual cash performance bonus opportunity at threshold equal to 50% of annual base salary, at target equal to 100% of annual base salary, and at maximum equal to 200% of annual base salary;his compensation package, including participation in our equity incentive plans;plans and a $500 per month automobile and cell phone allowance. The agreements also contain customary severance provisions described later in this proxy statement. Century Communities, Inc. – 2020 Proxy Statement 57 No severance benefits are payable if we terminate Mr. Messenger’s employment for cause or if he resigns voluntarily and without good reason. In addition, any outstanding equity awards granted to him will be paid in accordance with their terms. If we terminate Mr. Messenger’s employment due to his disability or if his employment terminates due to his death, he or his estate will be entitled to receive (i) the prorated amount of the annual incentive bonus for the fiscal year his employment terminated based on actual performance for that year, provided he was employed for at least 50% of the year; (ii) the prorated amount of the equity awards he would have received for the fiscal year his employment terminated, calculated based on target performance, provided he was employed for at least 50% of the performance period; (iii) the immediate vesting of all unvested equity awards granted to him that vest based on the passage of time; and (iv) our payment for up to 18 months of that portion of the executive’s COBRA premiums that exceeds what he would have paid as an active employee. If we terminate Mr. Messenger’s employment without cause or if he terminates his employment for good reason, he will be entitled to (i) a cash severance payment equal to his annual base salary payable as salary continuation over 12 months; (ii) the prorated amount of his annual incentive bonus for the fiscal year his employment terminated calculated based on actual performance; (iii) the prorated amount of the equity awards for the fiscal year his employment terminated, based on target; (iv) the immediate vesting of all equity awards granted to him that vest based on the passage of time; and (v) our payment for up to 18 months of that portion of his COBRA premiums that exceeds what he would have paid if he were an active employee. If we terminate Mr. Messenger’s employment without cause or if he terminates his employment for good reason within 24 months following a “change in control” (as defined in the agreement), in addition to the other payments described above (but in lieu of the cash severance and prorated annual bonus payments), Mr. Messenger will receive an amount equal to two times his annual base salary plus two times the greater of his target annual bonus for the year in which termination occurs or the average of his annual bonuses paid to him for the three completed fiscal years immediately preceding the termination date. To the extent that any change in control payment or benefit would be subject to the “golden parachute” excise tax under Code Section 4999, the payments will be reduced to an amount that will not subject him to the excise tax if the reduction results in him receiving a greater amount on a net after tax basis than would be received if he received the payment and benefits and paid the excise tax. The severance payments and benefits provided for above are conditioned upon our receipt of a release of claims from Mr. Messenger. Other Agreements In January 2018, we entered into aircraft time sharing agreements with Dale Francescon, Robert J. Francescon, and David L. Messenger, which govern their personal use of the Company’s aircraft during their employment and their reimbursement of the Company for the costs of any such use. The lease rate payable by the executives thereunder equals the aggregate incremental per hour cost of each flight, as such cost is described in the agreements. Use of the aircraft by the executives is subject to prior approval of the Co-Chief Executive Officers, and is at all times subordinate to use by the Company. Each of the agreements has an initial term of one year and provides for automatic one-year extensions thereafter, unless (i) either party provides the other with at least 30 days’ prior written notice of non-renewal, or (ii) the agreement is terminated on shorter notice as provided therein. Century Communities, Inc. – 20202023 Proxy Statement 5863   GRANTS OF PLAN-BASED AWARDS DURING 2019 GRANTS OF PLAN-BASED AWARDS DURING 2022 The table below provides information concerning grants of plan-based awards to each of our NEOs during the year ended December 31, 2019.2022. Non-equity incentive plan awards were granted under our annual cash bonus plan, the material terms of which are described under “Compensation Discussion and Analysis—Named Executive Officer Compensation—Short-Term Incentive-Annual Cash Bonus.” Stock awards in the form of RSU and PSU awards were granted under our stockholder-approved plan, the Century Communities, Inc. 2017 Omnibus Incentive Plan. The material terms of these awards are described under “Compensation Discussion and Analysis—Named Executive Officer Compensation—Long-Term Incentives” and in the notes to the table below.     Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts under Equity Incentive Plan Awards(2) All Other Stock Grant Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Awards: Number of Shares of Stock or Units(3) (#) Date Fair Value Stock and Option Awards(4) ($) Dale Francescon                   Cash award — 743,750 1,487,500 2,975,000           RSU award 02/06/19             126,636 3,000,007 RSU award 03/12/19             34,869 839,994 PSU award 03/12/19       26,152 52,304 130,760   1,151,211 Robert J. Francescon                   Cash award — 743,750 1,487,500 2,975,000           RSU award 02/06/19             126,636 3,000,007 RSU award 03/12/19             34,869 839,994 PSU award 03/12/19       26,152 52,304 130,760   1,151,211 David L. Messenger                   Cash award — 275,000 550,000 1,100,000           RSU award 02/06/19             47,488 1,124,991 RSU award 03/12/19             19,925 479,993 PSU award 03/12/19       14,944 29,888 59,776   657,835     Estimated Future Payouts under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts under Equity Incentive Plan Awards(2)   All Other Stock Grant Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Awards: Number of Shares of Stock or Units (#) Date Fair Value Stock and Option Awards(3) ($) Dale Francescon                   Cash award — 1,750,000 3,500,000 7,000,000           PSU award 03/10/22       40,591 81,182 202,955   4,540,509 Robert J. Francescon                   Cash award — 1,750,000 3,500,000 7,000,000           PSU award 03/10/22       40,591 81,182 202,955   4,540,509 David L. Messenger                   Cash award — 946,500 1,875,000 3,750,000           PSU award 03/10/22       19,078 38,156 76,311   2,134,065 (1) Amounts reported represent potential future payouts under our short-term incentive plan. Actual payouts under this plan are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) Amounts reported represent the range of PSU award payouts for the 20192022 to 20212024 performance period. The range includes an “above target” payout, which would result in the following share payouts: Dale Francescon (104,608)(162,364); Robert J. Francescon (104,608)(162,364); and David L. Messenger (44,832).(57,234), excluding shares to be issued upon the settlement of dividend equivalent rights. The net shares of our common stock issued upon vesting of the PSU awards are subject to a mandatory one-year holding period. Information regarding the PSU awards is set forth under “Compensation Discussion and Analysis—Named Executive Officer Compensation—Long-Term Incentives.” (3) Amounts reported represent RSU awards. The RSU awards granted on February 6, 2019 were payouts under our prior LTI program upon the achievement of a performance metric that was established in March 2016 and will vest and become issuable on the one-year anniversary of the grant date, subject to the executive’s continued employment with us. The RSU awards granted on March 12, 2019 are part of our 2019 LTI program and will vest and become issuable in equal installments on the first, second, and third year anniversaries of the grant date, subject to the executive’s continued employment with us. (4) Amounts reported represent the grant date fair value of the RSU and PSU awards granted to our NEOs, computed in accordance with FASB ASC Topic 718, basedtaking into consideration an illiquidity discount in light of a mandatory one-year holding period on the closing priceshares of our common stock onissued in settlement of the grant dates of February 6, 2019 ($23.69), and March 12, 2019 ($24.09), as reported by the NYSE,PSU awards, and assuming target levels of performance for the PSU awards. The RSU and PSU awards will vest upon certain terminations of employment and upon a change in control if the award is not continued, assumed, or substituted with equivalent awards by the successor entity. As previously discussed, the use of PSU awards led to a change in the accounting for our LTI program, resulting in a substantial increase in reported equity-based compensation for our NEOs in 2019 and 2018 compared to 2017, even though the NEOs’ actual year-over-year compensation did not materially increase. Century Communities, Inc. – 20202023 Proxy Statement 59 64     Outstanding Equity Awards as of December 31, 2019 Outstanding Equity Awards as of December 31, 2022 The following table sets forth information with respect to all outstanding, unvested RSU awards and PSU awards held by our NEOs as of December 31, 2019.2022. No other equity awards were held by our NEOs as of December 31, 2019.2022.   Stock Awards as of December 31, 2019 Name Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock that Have Not Vested(1) ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2) ($) Dale Francescon         RSU awards(3) 185,108  5,062,704     2019-2021 PSU award(4)      130,760  3,576,286 2018-2020 PSU award(4)      104,477  2,857,446 Robert J. Francescon         RSU awards(3) 185,108  5,062,704     2019-2021 PSU award(4)      130,760  3,576,286 2018-2020 PSU award(4)      104,477  2,857,446 David L. Messenger         RSU awards(5) 79,900  2,185,265     2019-2021 PSU award(4)       59,776  1,634,874 2018-2020 PSU award(4)       47,761  1,306,263   Stock Awards as of December 31, 2022 Name Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested(1) ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2) ($) Dale Francescon         RSU awards(3) 22,417 1,121,074     2022-2024 PSU award(4)     82,226 4,112,122 2021-2023 PSU award(5)     69,326 3,466,993 Robert J. Francescon         RSU awards(3) 22,417 1,121,074     2022-2024 PSU award(4)     82,226 4,112,122 2021-2023 PSU award(5)     69,326 3,466,993 David L. Messenger         RSU awards(3) 11,279   564,063     2022-2024 PSU award(4)     38,646 1,932,686 2021-2023 PSU award(5)     24,958 1,248,150 (1) Amounts reported represent the value of RSU awards based on the number of shares of Century common stock underlying the RSU awards that have not vested, including dividend equivalents, multiplied by the closing price of our common stock on the last trading day of 2022, December 31, 201930, 2022 ($27.35)50.01), as reported by the NYSE. (2) Amounts reported represent the value of PSU awards that were in progress based on the number of shares of Century common stock underlying the PSU awards, including any dividend equivalents, multiplied by the closing price of our common stock on the last trading day of 2022, December 31, 201930, 2022 ($27.35)50.01), as reported by the NYSE. (3) Comprised of 34,869 unvested shares underlying an RSU award granted on March 12, 2019, 126,636 unvested shares underlying an RSU award granted on February 6, 2019, 18,573 unvested shares underlying an RSU award granted on April 19, 2018, and 5,03012,325 unvested shares underlying an RSU award granted on March 17, 2017.2021, 9,592 unvested shares underlying an RSU award granted on June 2, 2020 and 500 shares underlying dividend equivalent rights that have accrued and will be paid out at the same time as the shares underlying the RSU award for each of Dale Francescon and Robert J. Francescon and 5,546 unvested shares underlying an RSU award granted on March 17, 2021, 5,481 unvested shares underlying an RSU award granted on June 2, 2020 and 252 shares underlying dividend equivalent rights that accrued and will be paid out at the same time as the shares underlying the RSU award for David L. Messenger. Each of these awards vests in equal installments on the first, second, and third year anniversaries of the respective grant dates, subject to the executive’s continued employment with us, except the RSU award granted on February 6, 2019 vests one year from the anniversary of the grant date.us. The RSU awards will vest earlier upon certain terminations of employment and upon a change in control if the award is not continued, assumed, or substituted with equivalent awards by the successor entity. (4) The 20192022 to 20212024 PSU awards will vest, if at all, solely based on the accomplishment of the performance goal established for the three-year performance period, which will end on December 31, 2021. The 2018 to 2020 PSU awards will vest, if at all, solely based on the accomplishment of the performance goal established for the three-year performance period, which will end on December 31, 2020.2024. In addition, the PSU awards will vest earlier upon certain terminations of employment and upon a change in control if the award is not continued, assumed, or substituted with equivalent awards by the successor entity. Once vested, the net shares issued upon settlement of the PSU award will be subject to a one-year mandatory holding period. Amounts reported represent the number of PSU awards that were in progress based on actual levels of performance through 20192022. Includes 1,044 shares underlying dividend equivalent rights for each of Dale Francescon and maximum levels of performance thereafter.Robert J. Francescon and 490 shares underlying dividend equivalent rights for David L. Messenger that have accrued and will be paid out at the same time as the shares underlying the PSU award. (5) Comprised of 19,925 unvested shares underlying an RSU award granted on March 12, 2019, 47,488 unvested shares underlying an RSU award granted on February 6, 2019, 10,613 unvested shares underlying an RSU award granted on April 19, 2018, and 1,874 unvested shares underlying an RSU award granted on March 17, 2017. Each of theseThe 2021 to 2023 PSU awards vests in equal installmentswill vest, if at all, solely based on the first, second, and third year anniversariesaccomplishment of the respective grant dates, subject toperformance goal established for the executive’s continued employment with us, exceptthree-year performance period, which will end on December 31, 2023. In addition, the RSU award granted on February 6, 2019 vests one year from the anniversary of the grant date. The RSUPSU awards will vest earlier upon certain terminations of employment and upon a change in control if the award is not continued, assumed, or substituted with equivalent awards by the successor entity. Once vested, the net shares issued upon settlement of the PSU award will be subject to a one-year mandatory holding period. Amounts reported represent the number of PSU awards that were in progress based on actual levels of performance through 2022. The 2021 to 2023 PSU awards do not accrue dividend equivalent rights.   Century Communities, Inc. – 20202023 Proxy Statement 60 Option Exercises and Stock Vested During 201965     Option Exercises and Stock Vested During 2022 The table below provides information regarding stock awards (in the form of RSU awards and PSU awards) that vested for each of our NEOs during the year ended December 31, 2019.2022. No PSU awards held by our NEOs vested and no option awards were exercised or outstanding during the year ended December 31, 2019.2022.     Stock Awards Name   Number of Shares Acquired on Vesting(1) (#)   Value Realized on Vesting(2) ($) Dale Francescon         RSU awards   132,819     3,138,809 Robert J. Francescon         RSU awards   132,819     3,138,809 David L. Messenger         RSU awards   51,765     1,226,561     Stock Awards Name   Number of Shares Acquired on Vesting(1) (#)   Value Realized on Vesting(2) ($) Dale Francescon         RSU awards   27,611     1,628,860 2020-2022 PSU award   107,913     6,756,433 Robert J. Francescon         RSU awards 2020-2022 PSU award   27,611 107,913     1,628,860 6,756,433 David L. Messenger         RSU awards 2020-2022 PSU award   15,021 49,332     883,144 3,088,677 (1) The number of shares acquired upon vesting reflects the gross number of shares acquired or becoming non-forfeitable absent netting of any shares surrendered or sold to satisfy tax withholding requirements.requirements and includes shares underlying dividend equivalent rights that accrued and were paid out at the same time as the shares underlying the RSU award. For each of Dale Francescon and Robert J. Francescon, 233 shares were issued upon settlement of dividend equivalent rights and for David L. Messenger, 124 shares were issued upon settlement of dividend equivalent rights, in each case as accrued on the RSU awards. (2) The value realized on vesting for RSU awards represents the gross number of shares acquired or that became non-forfeitable multiplied by the closing sale price of our common stock, as reported by the NYSE, on the vesting date or the last trading day immediately prior to or after the vesting date if the vesting date was not a trading day,day. The value realized on vesting for PSU awards represents the gross number of shares acquired multiplied by the closing price of our common stock, as reported byon the NYSE, dependingon February 8, 2023 (the payout date for the 2020 to 2022 PSU awards) of $62.61 per share. The net shares issued upon vesting of the plan under which the award was granted.PSU awards are subject to a one-year mandatory holding period. The 2020 to 2022 PSU awards did not accrue any dividend equivalent rights. Century Communities, Inc. – 20202023 Proxy Statement 61 66 pay versus performance Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our NEOs, within the meaning of such rules, and certain financial performance measures of our Company. The table below provides information regarding compensation actually paid to our Co-CEOs, our two co-principal executive officers (“PEOs”), and our CFO, our only other non-PEO named executive officer, during each of the past three fiscal years, as well as total stockholder return, net income and adjusted pre-tax income information for each of the past three fiscal years. For further information regarding our pay for performance philosophy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis.” Year   Summary Compensation Table Total for PEO(1) ($)   Compensation Actually Paid to PEO(2)(3) ($)   Average Summary Compensation Table Total for Non-PEO Named Executive Officers(4) ($)   Average Compensation Actually Paid to Non-PEO Named Executive Officers(5)(6) ($)   Value of Initial Fixed $100 Investment Based On: Net Income(9) ($)   Adjusted Pre-Tax Income(10) ($) Total Shareholder Return(7) ($)   Peer Group Total Shareholder Return(8) ($) 2022   11,243,467   4,167,973   5,909,713   2,764,958   187   125   525.1 mil.   724.4 mil. 2021   6,753,672   21,042,937   3,975,157   10,204,341   477   289   498.5 mil.   665.7 mil. 2020   8,399,383   17,932,272   3,744,745   7,909,240   141   132   206.2 mil.   281.5 mil. (1) Amounts reported represent the Summary Compensation Table total for Dale Francescon, one of our Co-CEOs, for each of the years presented. Because the Summary Compensation Table total for Robert J. Francescon, our other Co-CEO, for each of the years presented is either the same or substantially the same as the Summary Compensation Table total for Mr. Dale Francescon for each of the years presented and to ease the presentation of the information in the table, this information is not included in a separate column to this table. The Summary Compensation Table totals for Robert J. Francescon are $11,243,467, $6,752,940 and $8,398,651 for 2022, 2021 and 2020, respectively. See “Executive Compensation—Summary Compensation Table.” (2) Amounts reported represent compensation actually paid to Dale Francescon, one of our Co-CEOs, for each of the years presented. Because the compensation actually paid 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 $4,167,973, $21,042,205 and $17,931,540 for 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. (3) Compensation actually paid to PEO consists of the following amounts deducted from or added to the Summary Compensation Table total for each of our Co-CEOs for each of the years presented:     Dale Francescon     Robert J. Francescon   Summary Compensation Table Total for 2022   $ 11,243,467       $ 11,243,467     Deduct: Stock-based awards(a)     (4,540,509 )       (4,540,509 )   Add: Year-end fair value of equity awards granted during the year that are outstanding and unvested(b)     3,686,475         3,686,475     Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)     (2,639,730 )       (2,639,730 )   Add: Change in fair value of equity awards granted in prior years that vested during the year(d)     (3,654,245 )       (3,654,245 )   Add: Value of dividend equivalents accrued on equity awards during the year(e)     72,515         72,515     Compensation Actually Paid for 2022   $ 4,167,973       $ 4,167,973       POTENTIAL pOST-tERMINATION AND CHANGE IN CONTROL PAYMENTS Employment Agreements As previously described, the employment agreements with each of our NEOs contains severance provisions, including in connection with a change in control, intended to induce these executives to continue employment with our Company and to retain them and provide consideration to them for certain restrictive covenants that apply following a termination of employment. The receipt of any severance by these executives is conditioned upon his execution of a release of claims. These employment agreements are described under “Executive Compensation—Employment and Other Agreements.” Other Change in Control Arrangements The Century Communities, Inc. Amended and Restated 2017 Omnibus Incentive Plan under which awards have been granted to our NEOs contains “change in control” provisions. Under the plan, without limiting the authority of the Compensation Committee to adjust awards, if a “change in control” of Century (as defined in the plan) occurs, then, unless otherwise provided in the award or other agreement, if an award is continued, assumed, or substituted by the successor entity, the award will not vest or lapse solely as a result of the change of control but will instead remain outstanding under the terms pursuant to which it has been continued, assumed, or substituted and will continue to vest or lapse pursuant to such terms. If the award is continued, assumed, or substituted by the successor entity and within two years following the change in control the executive is either terminated by the successor entity without “cause” or, if the executive is an executive officer of Century, resigns for “good reason,” each as defined in the plan, or if outstanding awards that are not continued, assumed, or substituted with equivalent awards by the successor entity in connection with the change in control, then: ● all restrictions imposed on restricted stock, RSU awards, or deferred units that are not performance-based held by such participant will lapse; ● all vested and earned awards that are performance-based held by such participant for which the performance period has been completed as of the date of such termination, resignation, or change in control, as applicable, but have not yet been paid, will be paid in cash or shares and at such time as provided in the award agreement; and ● all performance-based awards for which the performance period has not been completed as of the date of such termination, resignation or change in control, as applicable, held by such participant will immediately vest and be earned in full and paid out with respect to each performance goal based on actual performance achieved through the date of termination, resignation or change in control, as applicable, with the manner of payment to be made in cash or shares, as provided in the award agreement, within 30 days following the date of termination, resignation, or change in control, as applicable, and provided that if payment in the change in control transaction is made in shares, the Compensation Committee may in its discretion provide the holder the consideration provided to other similarly situated stockholders in the change in control. Century Communities, Inc. – 20202023 Proxy Statement 62 67       Dale Francescon     Robert J. Francescon   Summary Compensation Table Total for 2021   $ 6,753,672       $ 6,752,940     Deduct: Stock-based awards(a)     (2,816,154 )       (2,816,154 )   Add: Year-end fair value of equity awards granted during the year that are outstanding and unvested(b)     6,603,353         6,603,353     Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)     4,827,105         4,827,105     Add: Change in fair value of equity awards granted in prior years that vested during the year(d)     5,648,216         5,648,216     Add: Value of dividend equivalents accrued on equity awards during the year(e)     26,745         26,745     Compensation Actually Paid for 2021   $ 21,042,937       $ 21,042,205                           Summary Compensation Table Total for 2020   $ 8,399,383       $ 8,398,651     Deduct: Stock-based awards(a)     (4,557,972 )       (4,557,972 )   Add: Year-end fair value of equity awards granted during the year that are outstanding and unvested(b)     9,466,162         9,466,162     Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)     2,607,063         2,607,063     Add: Change in fair value of equity awards granted in prior years that vested during the year(d)     2,017,635         2,017,635     Add: Value of dividend equivalents accrued on equity awards during the year(e)     0         0     Compensation Actually Paid for 2020   $ 17,932,272       $ 17,931,540     Potential Payments (a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. No option awards were granted during any of the years presented. (b) Represents the year-end value of equity awards granted during the applicable year that are outstanding and unvested as of the end of such applicable year. (c) Represents the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year. (d) Represents the amount of change as of the vesting date (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that vested during the applicable year. (e) Represents the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for each applicable year and include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of such applicable year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year; (iii) for equity awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for equity awards granted in prior years that vest in the applicable year, the amount equal to Named Executive Officers The table below shows potential paymentsthe change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in prior years that are determined to our NEOs,fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise earned, under various scenarios involving a terminationreflected in the fair value of employment, includingsuch award or included in connection with aany other component of total compensation for such applicable year. Adjustments as provided in clauses (iii) and (v) are inapplicable for all of the years presented in the table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The value of RSU awards is based on the fair value as of the end of the covered year or change in control, and upon a changefair value during the covered year, in control without a termination of employment, assuming a December 31, 2019 termination date. All equity awards are valued ateach case based on the closing sale price of our common stock, on as of December 31, 2019 ($27.35), as reported by the NYSE. The value of PSU awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the same methodology as used in our consolidated financial statements included in our most recent annual report on Form 10-K for the year ended December 31, 2022. Name Benefit Termination without Cause or for Good Reason Outside a Change in Control ($) 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)   1,700,000  2,550,000  —  —  —   Incentive Pay(4) 4,917,120  7,375,680  —  —  —   RSU Award Vesting  5,062,704  5,062,704  —  5,062,704  —   PSU Award Vesting(5)  6,433,732  6,433,732  —  3,097,059  —   LTI Award Vesting(6)  2,805,000  2,805,000  —  2,805,000  —   Other Benefits(7)  32,629  32,629  —  32,629  —               Robert J. Francescon Severance Pay(3)   1,700,000  2,550,000  —  —  —   Incentive Pay(4) 4,917,120  7,375,680  —  —  —   RSU Award Vesting  5,062,704  5,062,704  —  5,062,704  —   PSU Award Vesting(5)  6,433,732  6,433,732  —  3,097,059  —   LTI Award Vesting(6)  2,805,000  2,805,000  —  2,805,000  —   Other Benefits(7)  44,659  44,659  —  44,659  —               David L. Messenger Severance Pay(8) 550,000  1,100,000  —  —  —   Incentive Pay(9)  —  2,001,124  —  —  —   RSU Award Vesting  2,185,265  2,185,265  —  2,185,265  —   PSU Award Vesting(10)  720,000  720,000  —  —  —   LTI Award Vesting(11)  332,500  332,500  —  332,500  —   Other Benefits(7)  40,163  40,163  —  40,163  — (1) While the Co-CEOs are entitled to certain benefits under their employment agreements in the event of a retirement, neither executive currently meets the definition of retirement in their agreement to be entitled to such benefits.   (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 $5,062,704 in the case of the Co-CEOs and $2,185,265 in the case of the CFO, and the PSU awards will automatically vest based on actual performance, resulting in a value of up to $6,433,732 in the case of the Co-CEOs and $2,941,137 in the case of the CFO. (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. (4) Represents: (a) the greater of: (i) the sum of two times the executive’s target annual bonus for the year in which the date of termination occurs; or (ii) the sum of two times the executive’s average annual bonus for the three completed fiscal years immediately preceding the date of termination in the event of a termination without cause or for good reason outside a change in control; and (b) the greater of: (i) the sum of three times the executive’s target annual bonus for the year in which the date of termination occurs; or (ii) the sum of three times the executive’s average annual bonus for the three completed fiscal years immediately preceding the date of termination in the event of a termination without cause or for good reason in connection with a change in control. In the case of a termination due to death, disability or retirement, the executive is entitled to his prorated target or actual earned 2019 bonus, whichever is higher, and which amount ($2,975,000) is not included since it was earned as of December 31, 2019. Century Communities, Inc. – 20202023 Proxy Statement 63 68   (4) Since David Messenger, our CFO, is our only other non-PEO named executive officer, the amounts in this column represent the Summary Compensation Table total for Mr. Messenger for each of the years presented. (5) Since David Messenger, our CFO, is our only other non-PEO named executive officer, the amounts in this column represent the compensation actually paid to Mr. Messenger for each of the years presented. The dollar amounts in this column do not reflect the actual amount of compensation awarded to, earned by or paid to Dale Messenger during the applicable year. (6) Average compensation actually paid to non-PEO named executive officers consists of the following amounts deducted from and added to the Summary Compensation Table total for our CFO for each of the years presented:     David Messenger   Summary Compensation Table Total for 2022   $ 5,909,713     Deduct: Stock-based awards(a)     (2,134,065 )   Add: Year-end fair value of equity awards granted during the year that are outstanding and unvested(b)     1,732,664     Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)     (1,050,011 )   Add: Change in fair value of equity awards granted in prior years that vested during the year(d)     (1,728,200 )   Add: Value of dividend equivalents accrued on equity awards during the year(e)     34,857     Compensation Actually Paid for 2022   $ 2,764,958                 Summary Compensation Table Total for 2021   $ 3,975,157     Deduct: Stock-based awards(a)     (1,267,262 )   Add: Year-end fair value of equity awards granted during the year that are outstanding and unvested(b)     2,513,327     Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)     2,340,534     Add: Change in fair value of equity awards granted in prior years that vested during the year(d)     2,628,763     Add: Value of dividend equivalents accrued on equity awards during the year(e)     13,823     Compensation Actually Paid for 2021   $ 10,204,341                 Summary Compensation Table Total for 2020   $ 3,744,745     Deduct: Stock-based awards(a)     (2,091,584 )   Add: Year-end fair value of equity awards granted during the year that are outstanding and unvested(b)     4,138,297     Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)     1,252,883     Add: Change in fair value of equity awards granted in prior years that vested during the year(d)     864,898     Add: Value of dividend equivalents accrued on equity awards during the year(e)     0     Compensation Actually Paid for 2020   $ 7,909,240     (a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. No option awards were granted during any of the years presented (b) Represents the year-end value of shares of our common stockequity awards granted during the applicable year that the executive would have been entitled to receiveare outstanding and unvested as payout of the PSU awards for the 2018 to 2020 performance period and the 2019 to 2021 performance period. In the eventend of a termination without cause or for good reason outside the context of or in connection with a change in control, the value is based on the greater of (a) the number of PSU award shares at target and (b) the number of PSU award shares based on actual performance and performance goals prorated to the last day of the calendar quarter preceding the executive’s termination. In the event of a termination due to death or disability, the value is based on the greater of (a) the prorated number of PSU award shares at target and (b) the prorated 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.such applicable year.   (6) Represents full payout of 2017-2019 LTI awards, assuming maximum with kicker performance. (7) Represents our portion of the applicable COBRA premium for 18 months of continued coverage under our medical benefits plan. (8) Represents: (a) the executive’s current base salary in the event of a termination without cause or for good reason outside a change in control; and (b) two times the executive’s annual base salary in the event of a termination without cause or for good reason in connection with a change in control. (9) Represents two times the higher of: the executive’s target annual bonus for the year in which the date of termination occurs or the average annual bonus paid to the executive for the three completed fiscal years immediately preceding the date of termination in the event of a termination without cause or for good reason in connection with a change in control. In the case of a termination without cause or for good reason outside a change in control or due to death or disability, the executive is entitled to his prorated actual earned 2019 bonus ($1,100,000), which amount is not included in the table since it was earned as of December 31, 2019. (10) Represents the value of the prorated number of shares of our common stock the executive would have been entitled to receive as payout of the PSU awards for the 2018 to 2020 performance period and the 2019 to 2021 performance period at target. (11) Represents full payout of 2017-2019 LTI award assuming target performance. Century Communities, Inc. – 20202023 Proxy Statement 64 69     CEO Pay Ratio Disclosure (c) Represents the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year. (d) Represents the amount of change as of the vesting date (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that vested during the applicable year. (e) Represents the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such applicable year. Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for each applicable year and include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of such applicable year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such applicable year; (iii) for equity awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for equity awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such applicable year. Adjustments as provided in clauses (iii) and (v) are inapplicable for all of the years presented in the table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The value of RSU awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the closing sale price of our common stock, as reported by the NYSE. The value of PSU awards is based on the fair value as of the end of the covered year or change in fair value during the covered year, in each case based on the same methodology as used in our consolidated financial statements included in our most recent annual report on Form 10-K for the year ended December 31, 2022. (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. (8) The peer group total shareholder return is based on the industry peer group we use for purposes of our stock performance graph in our most annual report on Form 10-K for the year ended December 31, 2022 and consists of the following companies: Beazer Homes USA, Inc., Hovnanian Enterprises, Inc., KB Home, LGI Homes, Inc., M.D.C. Holdings, Inc., M/I Homes, Inc., Meritage Home Corporation, Taylor Morrison Home Corporation, and Tri Pointe Homes, Inc. The 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. (9) Amounts reported represent the amount of net income reflected in our audited consolidated financial statements for the applicable year. (10) Amounts reported represent the amount of adjusted pre-tax income, which is a non-GAAP financial measure that is calculated by excluding executive bonus expense, acquisition-related expenses, purchase price adjustments, loss from debt extinguishment, impairments, abandonment of land contracts, discontinued operations and certain other nonrecurring expenses from net income before income taxes, as applicable during any particular year. While we use several financial and non-financial performance measures for purposes of evaluating performance for our compensation programs, we have determined that adjusted pre-tax income is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) that we use to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance. Century Communities, Inc. – 2023 Proxy Statement 70 Financial Performance Measures We used the following financial performance measures during 2022 to link compensation actually paid to our named executive officers to company performance: Dale Francescon Robert J. Francescon David Messenger Adjusted Pre-Tax Income Adjusted Pre-Tax Income Adjusted Pre-Tax Income Adjusted EBITDA Adjusted EBITDA Adjusted EBITDA Revenue Revenue Revenue Closings Closings Closings Individual Performance   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. The graphs below illustrate the high correlation between compensation actually paid to our NEOs and our cumulative total stockholder return (TSR) and the high correlation between compensation actually paid to our NEOs during 2020 and 2021 and substantial increases in our net income and adjusted pre-tax income during those years. Despite another significant increase in our net income and adjusted pre-tax income during 2022 as compared to 2021, compensation actually paid to our NEOs during 2022 decreased significantly primarily as a result of nearly 40% decrease in our common stock price during 2022. Century TSR and Peer Group TSR. The following graph compares the cumulative total stockholder return (assuming reinvestment of dividends) on $100 invested in each of our common stock and an industry peer group for the three-year period from December 31, 2019 to December 31, 2022. The industry peer group is the same peer group that we use for purposes of our stock performance graph in our most annual report on Form 10-K for the year ended December 31, 2022 and consists of the following companies: Beazer Homes USA, Inc., Hovnanian Enterprises, Inc., KB Home, LGI Homes, Inc., M.D.C. Holdings, Inc., M/I Homes, Inc., Meritage Home Corporation, Taylor Morrison Home Corporation, and Tri Pointe Homes, Inc. Our cumulative TSR consistently outperformed the industry peer group’s cumulative TSR during the three years presented in the table.   Century Communities, Inc. – 2023 Proxy Statement 71 Compensation Actually Paid and Company TSR. As demonstrated by the following graph, the amount of compensation actually paid to our NEOs is aligned with our cumulative TSR over the three years presented in the table. The alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards, the value of which is driven by our stock price. As described in more detail under “Compensation Discussion and Analysis,” approximately 53% of total target compensation awarded to our Co-CEOs and 47% of total target compensation awarded to our CFO was comprised of equity awards for 2022, which consisted solely of performance stock units. For 2021 and 2020, 55% and 47%, respectively, of total target compensation awarded to our Co-CEOs and 48% and 52%, respectively, of total target compensation awarded to our CFO was comprised of equity awards, which consisted of a mix of performance stock units and time-based restricted stock units.   Compensation Actually Paid and Net Income and Adjusted Pre-Tax Income. As demonstrated by the following two graphs, the amount of compensation actually paid to our NEOs is aligned with our net income and our adjusted pre-tax income over the three years presented in the table. 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 performance measures 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 emphasize performance-based compensation elements, with superior performance resulting in above-market pay, and underwhelming performance resulting in below-market pay. For 2022, 89% of total target compensation awarded to our Co-CEOs and 85% of total target compensation awarded to our CFO was comprised of performance-based compensation. For 2021 and 2020, 84% and 81%, respectively, of total target compensation awarded to our Co-CEOs and 77% and 76%, respectively, of total target compensation awarded to our CFO was comprised of performance-based compensation. Century Communities, Inc. – 2023 Proxy Statement 72 Century Communities, Inc. – 2023 Proxy Statement 73 CEO Pay Ratio Disclosure Under Section 953(b) of the Dodd-Frank Act and Item 402(u) of SEC Regulation S-K, we are required to provide the ratio of the annual total compensation of each of Dale Francescon, our Co-CEO, and Robert J. Francescon, our Co-CEO, to the median of the annual total compensation of all employees of our company (other than our Co-CEOs). This ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their pay ratios. For 2019:2022: ● the annual total compensation of each of our Co-CEOs was $8,890,824, in the case of Dale Francescon, and $8,890,389, in the case of Robert J. Francescon;$11,243,467; ● the annual total compensation of the employee identified at median of our Company (other than our Co-CEOs) was $122,197;$103,910; and ● based on this information, the ratio of the annual total compensation of each of our Co-CEOs to the annual total compensation of our median employee (identified in accordance with SEC rules and as described in greater detail below) was estimated to be 73:1; and108:1. ● excluding the portion of equity-based compensation attributable to the 2016 LTI payouts ($3.0 million), the CEO pay ratio is 48:1. To identify our median employee and to calculate the annual total compensation of our median employee and that of our co-CEOs, we used the following methodology, assumptions, and estimates: ● Identification of Median Employee. Under SEC rules, the median employee is only required to be identified once every three years if there has been no change in our employee population or compensation arrangements or in the median employee’s circumstances that we reasonably believe would significantly affect our pay ratio disclosure. Because there were no such changes, we did not re-identify a new median employee for 2019, but rather used the same median employee from last year. To identify our median employee, last year, we used the following methodology: Wewe selected December 31, 20182022 as the date to identify our employee population and “median employee.” We determined that, as of that date, our entire employee population, excluding our Co-CEOs, consisted of 1,3771,529 total employees. In determining this population, we considered the employees of our subsidiaries and all of our employees other than our Co-CEOs, whether employed on a full-time, part-time, temporary, or seasonal basis. We did not include any contractors or other non-employee workers in our employee population. To identify the “median employee” from our employee population, we selected W-2 earnings as the most appropriate measure of compensation. To make them comparable, the W-2 earnings for newly hired permanent employees who had worked less than a year were annualized. ● Calculation of Median Employee'sEmployee’s Annual Total Compensation. In accordance with applicable SEC rules, we calculated 20192022 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 5562 of this proxy statement. Century Communities, Inc. – 2020 Proxy Statement 65   ● Calculation of Co-CEOs’ Annual Total Compensation. With respect to the 20192022 annual total compensation of our Co-CEOs, we used the amount set forth in the “Total” column of our Summary Compensation Table included on page 5562 of this proxy statement.   COMPENSATION Risk AssessmentCentury Communities, Inc. – 2023 Proxy Statement 74 POTENTIAL pOST-tERMINATION AND CHANGE IN CONTROL PAYMENTS Employment Agreements The employment agreements with our NEOs contain severance provisions, including in connection with a change in control, intended to induce these executives to continue employment with our Company and to retain them and provide consideration to them for certain restrictive covenants that apply following a termination of employment. The receipt of any severance by these executives is conditioned upon the officer’s execution of a release of claims. Under the employment agreements with our Co-CEOs, no severance benefits are payable if we terminate the executive’s employment for cause or if he resigns voluntarily and without good reason and other than by reason of retirement. If the executive’s employment is terminated due to disability, death or retirement, he or his estate will be entitled to receive (i) a prorated amount of his annual incentive bonus for the fiscal year in which employment terminated based on actual performance; (ii) in the event of termination due to death or disability, the immediate vesting of performance-based equity awards for the fiscal year or performance period in which employment terminated based on target performance, unless actual performance exceeds target based on proration of the performance goals, but without proration based on the executive’s actual period of service, or, in the event of termination due to retirement, the performance-based equity awards for the fiscal year or performance period in which employment terminated will vest based on actual performance for the full performance period and as if he had not terminated employment; (iii) the immediate vesting of all equity awards granted to him not then based on performance; and (iv) our payment for up to 18 months of that portion of his COBRA premiums that exceeds what he would have paid if he were an active employee. For purposes of the agreements, “retirement” means the executive’s voluntary termination of his employment, provided the executive: (a) has reached (or will reach on or before the termination date) the age of 60 along with at least 23 years of employment with us (measured from November 1, 2000); and (b) provides us with notice of his intent to retire at least 90 days in advance of the termination date. If we terminate the executive’s employment without cause or if he terminates his employment for good reason, he will be entitled to (i) a lump sum cash severance payment equal to two times his annual base salary; (ii) a lump sum cash payment equal to the greater of either two times his average annual bonus for the three preceding fiscal years or two times his potential target bonus for the year in which the termination date occurs; (iii) a prorated amount of his annual incentive bonus for the fiscal year in which employment terminated calculated based on actual performance; (iv) the immediate vesting of the equity awards for the fiscal year or performance period in which employment terminated based on target performance, unless actual performance exceeds target based on proration of the performance goals, but without proration based on the executive’s actual period of service; (v) the immediate vesting of all equity awards granted to him not then based on performance and (vi) our payment for up to 18 months of that portion of his COBRA premiums that exceeds the amount he would have paid as an active employee. If we terminate the executive’s employment without cause or if he terminates his employment for good reason, within six months preceding or within 24 months following a “change in control” (as defined in the agreements), in addition to the other payments described above (but in lieu of the payment in clauses (i) and (ii) above), the executive will receive a lump sum cash severance payment equal to three times his base salary and a lump sum cash payment equal to the greater of: (a) three times his potential target bonus for the year in which the termination date occurs; or (b) three times his average annual bonus for the three completed fiscal years immediately preceding the termination date. Century Communities, Inc. – 2023 Proxy Statement 75 Under the employment agreement with Mr. Messenger, no severance benefits are payable if we terminate Mr. Messenger’s employment for cause or if he resigns voluntarily and without good reason. In addition, any outstanding equity awards granted to him will be paid in accordance with their terms. If Mr. Messenger’s employment is terminated due to disability or death, he or his estate will be entitled to receive (i) a prorated amount of his annual incentive bonus for the fiscal year in which employment terminated based on actual performance; (ii) the immediate vesting of a prorated amount of the performance-based equity awards he would have received for the fiscal year his employment terminated, calculated based on target performance; (iii) the immediate vesting of all equity awards granted to him not then based on performance; and (iv) our payment for up to 18 months of that portion of the executive’s COBRA premiums that exceeds what he would have paid as an active employee. If we terminate Mr. Messenger’s employment without cause or if he terminates his employment for good reason, he will be entitled to (i) a cash severance payment equal to his annual base salary payable as salary continuation over 12 months; (ii) the prorated amount of his annual incentive bonus for the fiscal year his employment terminated calculated based on actual performance; (iii) the immediate vesting of a prorated amount of the performance-based equity awards for the fiscal year his employment terminated, based on target performance; (iv) the immediate vesting of all equity awards granted to him not then based on performance; and (v) our payment for up to 18 months of that portion of his COBRA premiums that exceeds what he would have paid if he were an active employee. If we terminate Mr. Messenger’s employment without cause or if he terminates his employment for good reason within 24 months following a “change in control” (as defined in the agreement), in addition to the other payments described above (but in lieu of the cash severance and prorated annual bonus payments), Mr. Messenger will receive a lump sum amount equal to two times his annual base salary plus two times the greater of his target annual bonus for the year in which termination occurs or the average of his annual bonuses paid to him for the three completed fiscal years immediately preceding the termination date. Additionally, in lieu of the immediate vesting of only a prorated amount of his performance-based equity awards based on target performance, Mr. Messenger will receive the immediate vesting of his performance-based equity awards for the fiscal year or performance period in which his employment terminated based on target performance, unless actual performance exceeds target based on proration of the performance goals through the last day of the calendar quarter preceding the termination date, but in each case without proration based on his actual period of service. To the extent that any change in control payment or benefit would be subject to the “golden parachute” excise tax under Code Section 4999, the payments will be reduced to an amount that will not subject the executive to the excise tax if the reduction results in him receiving a greater amount on a net after tax basis than would be received if he received the payment and benefits and paid the excise tax. Other Change in Control Arrangements The Century Communities, Inc. Amended and Restated 2017 Omnibus Incentive Plan and the recently adopted Century Communities, Inc. 2022 Omnibus Incentive Plan under which awards have been granted to our NEOs contains “change in control” provisions. Under the plans, without limiting the authority of the Compensation Committee to adjust awards, if a “change in control” of Century (as defined in the applicable plan) occurs, then, unless otherwise provided in the award or other agreement, if an award is continued, assumed, or substituted by the successor entity, the award will not vest or lapse solely as a result of the change of control but will instead remain outstanding under the terms pursuant to which it has been continued, assumed, or substituted and will continue to vest or lapse pursuant to such terms. Unless otherwise provided in an agreement, if the award is continued, assumed, or substituted by the successor entity and within two years following the change in control the executive is either terminated by the successor entity without “cause” or, if under the older plan, if the executive is an executive officer of Century, resigns for “good reason,” each as defined in the applicable plan, or if outstanding awards are not continued, assumed, or substituted with equivalent awards by the successor entity in connection with the change in control, then: ● all restrictions imposed on restricted stock, RSU awards, or deferred units that are not performance-based held by such participant will lapse; ● all vested and earned awards that are performance-based held by such participant for which the performance period has been completed as of the date of such termination, resignation, or change in control, as applicable, but have not yet been paid, will be paid in cash or shares and at such time as provided in the award agreement; provided that if payment in the change in control transaction is made in shares, the Compensation Committee may in its discretion provide the holder the consideration provided to other similarly situated stockholders in the change in control; and   Century Communities, Inc. – 2023 Proxy Statement 76 ● all performance-based awards for which the performance period has not been completed as of the date of such termination, resignation or change in control, as applicable, held by such participant will immediately vest and be earned in full and paid out with respect to each performance goal based on actual performance achieved through the date of termination, resignation or change in control, as applicable, with the manner of payment to be made in cash or shares, as provided in the award agreement, within 30 days following the date of termination, resignation, or change in control, as applicable, and provided that if payment in the change in control transaction is made in shares, the Compensation Committee may in its discretion provide the holder the consideration provided to other similarly situated stockholders in the change in control. 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, 2022 termination date. All equity awards are valued at the closing price of our common stock on the last trading day of 2022, December 30, 2022 ($50.01), as reported by the NYSE. Name   Benefit   Termination without Cause or for Good Reason Outside a Change in Control ($)   Termination without Cause or for Good Reason in Connection with a Change in Control ($)   Voluntary Termination/ Retirement(1) ($)   Death or Disability ($)   Change in Control(2) ($) Dale Francescon   Severance Pay(3)   2,000,000   3,000,000   —   —   —     Incentive Pay(4)   7,000,000     10,500,000   —   —   —     RSU Award Vesting     1,121,074     1,121,074   —     1,121,074   —     PSU Award Vesting(5)     7,579,116     7,579,116   —     7,579,116   —     Other Benefits(6)     33,823     33,823   —     33,823   —                           Robert J. Francescon   Severance Pay(3)    2,000,000     3,000,000   —   —   —     Incentive Pay(4)   7,000,000     10,500,000   —   —   —     RSU Award Vesting     1,121,074     1,121,074   —     1,121,074   —     PSU Award Vesting(5)     7,579,116     7,579,116   —     7,579,116   —     Other Benefits(6)     48,959     48,959   —     48,959   —                           David L. Messenger   Severance Pay(7)   750,000     1,500,000   —   —   —     Incentive Pay(8)   —     3,750,000   —   —   —     RSU Award Vesting   564,063     564,063   —     564,063   —     PSU Award Vesting(9)     1,053,461     3,180,836   —     1,053,461   —     Other Benefits(6)     43,999     43,999   —     43,999   — (1) While the Co-CEOs are entitled to certain benefits under their employment agreements in the event of a retirement, neither executive currently meets the definition of retirement in his agreement to be entitled to such benefits. Mr. Messenger is not entitled to any benefits in the event of a retirement. (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 $1,121,074 in the case of each of the Co-CEOs and $564,063 in the case of the CFO, and the PSU awards will automatically vest based on actual performance, resulting in a value of up to $7,579,116 in the case of each of the Co-CEOs and up to $3,180,836 in the case of the CFO. The PSU award values represent payouts of the PSU awards for the 2021 to 2023 performance period and the 2022 to 2024 performance period since the PSU awards for the 2020 to 2022 performance period were already earned. Century Communities, Inc. – 2023 Proxy Statement 77 (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. (4) Represents: (a) the greater of: (i) the sum of two times the executive’s target annual bonus for the year in which the date of termination occurs; or (ii) the sum of two times the executive’s average annual bonus for the three completed fiscal years immediately preceding the date of termination in the event of a termination without cause or for good reason outside a change in control; and (b) the greater of: (i) the sum of three times the executive’s target annual bonus for the year in which the date of termination occurs; or (ii) the sum of three times the executive’s average annual bonus for the three completed fiscal years immediately preceding the date of termination in the event of a termination without cause or for good reason in connection with a change in control. In the case of a termination due to death, disability or retirement, the executive is entitled to his prorated actual earned 2022 bonus, which amount ($5,650,202) is not included since it was earned as of December 31, 2022. (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 2021 to 2023 performance period and the 2022 to 2024 performance period, which is based on the greater of (a) the number of PSU award shares at target and (b) the number of PSU award shares based on actual performance and performance goals prorated to the last day of the calendar quarter preceding the executive’s termination but without proration based on the Co-CEO’s actual period of service. Since actual performance exceeded target performance, the table reflects the value of the number of PSU award shares based on actual performance. The value of the number of PSU award shares based on target performance is $5,446,739, including dividend equivalent rights. (6) Represents our portion of the applicable COBRA premium for 18 months of continued coverage under our medical benefits plan. (7) Represents: (a) the executive’s current base salary in the event of a termination without cause or for good reason outside a change in control; and (b) two times the executive’s annual base salary in the event of a termination without cause or for good reason in connection with a change in control. (8) Represents two times the higher of: the executive’s target annual bonus for the year in which the date of termination occurs or the average annual bonus paid to the executive for the three completed fiscal years immediately preceding the date of termination in the event of a termination without cause or for good reason in connection with a change in control. In the case of a termination without cause or for good reason outside a change in control or due to death or disability, the executive is entitled to his prorated actual earned 2022 bonus ($3,026,892), which amount is not included in the table since it was earned as of December 31, 2022. (9) In the case of a termination without cause or for good reason outside a change in control and in the case of a termination due to death or disability, represents the value of the number of shares of our common stock the executive would have been entitled to receive as payout of the PSU awards for the 2021 to 2023 performance period and the 2022 to 2024 performance period. In the event of a termination without cause or for good reason outside the context of a change in control or in the event of a termination due to death or disability, the value is based on the number of PSU award shares at target and prorated based on the executive’s days of employment during the performance period. In the case of a termination without cause or for good reason in connection with a change in control, represents the value of the number of shares of our common stock the executive would have been entitled to receive as payout of the PSU awards for the 2021 to 2023 performance period and the 2022 to 2024 performance period. In the event of a termination without cause or for good reason in connection with a change in control, the value is based on the greater of (a) the number of PSU award shares at target and (b) the number of PSU award shares based on actual performance and performance goals prorated to the last day of the calendar preceding the executive’s termination, and in each case without any proration based on the executive’s actual period of employment during the performance period. Since actual performance exceeded target performance, the table reflects the value of the number of PSU award shares based on actual performance. The value of the number of PSU award shares based on target performance is $2,532,256, including dividend equivalent rights. Century Communities, Inc. – 2023 Proxy Statement 78 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: ● 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; ● 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 ● 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. 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. ANTI-HEDGING and PLEDGING POLICY ANTI-HEDGING AND ANTI-PLEDGING POLICY Century considers it improper and inappropriate for those employed by or associated with the Company to engage in short-term or speculative transactions in our securities or in other transactions in our securities that may lead to inadvertent violations of the insider trading laws. Accordingly, trading in our securities is subject to the following additional guidance for all officers and directors and those employees or consultants with access to material non-public information (collectively referred to as insiders): ● 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. ● 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. ● 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. ● Trading on Margin. Insiders may not hold our securities in a margin account oraccount. ● Pledging. Insiders may not pledge our securities as collateral for a loan. Century Communities, Inc. – 2020 Proxy Statement 66   ● 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 Insiderinsider with no control over the timing of the transaction. A standing order transaction executed by the broker when an Insiderinsider is aware of material nonpublic information may result in unlawful insider trading.   Compensation Committee Interlocks and Insider ParticipationCentury Communities, Inc. – 2023 Proxy Statement 79   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 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.   Century Communities, Inc. – 20202023 Proxy Statement 67 80     DIRECTOR COMPENSATION Overview 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 2019,2022, our non-employee director compensation was comprised of equity compensation, in the form of annual RSUstock 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 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 2019,2022, the Compensation Committee engaged FW CookWealthPoint to review our non-employee director compensation. FW Cook’sWealthPoint’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 from a revenue and market capitalizationprice to earnings perspective. 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. Overall, the review by FW Cook showed that our non-employee director compensation program was aligned with market trends from a design perspective and aligned with our target positioning from a compensation level standpoint, other than the annual Board retainer and the equity component. Accordingly, onOn May 8, 2019,4, 2022, the Board of Directors, upon recommendation of the Compensation Committee, approved a $15,000 increase in the following changesannual equity award to ouralign Century’s non-employee director compensation program during 2019:with the market median of its peer companies. ● increase the annual non-employee director cash retainer from $75,000 to $80,000; and ● increase the grant date fair value of the annual restricted stock unit awards to be granted to each non-employee director who is initially elected or re-elected by the Company’s stockholders at each annual meeting of stockholders from $120,000 to $130,000. Director Compensation Program Century Communities, Inc. – 2020 Proxy Statement 68 Director Compensation Program The following table sets forth our non-employee director compensation program for 2019.2022. 2019 ($)   Board Member Retainer 80,000   Audit Committee Chair Premium 15,000   Audit Committee Member Retainer 11,000   Compensation Committee Chair Premium 12,500   Compensation Committee Member Retainer 10,000   Nominating and Corporate Governance Committee Chair Premium 10,000   Nominating and Corporate Governance Committee Member Retainer 10,000   Annual RSUStock Award 130,000155,000     Annual cash retainers are paid in advance. The annual RSU awardstock awards for 2019 was2022 were granted on May 5, 2022 under the Century Communities, Inc. Amended and Restated 20172022 Omnibus Incentive Plan and vests in full on the one-year anniversary of the grant date, subject to continued service on the Board. The number of shares of our common stock underlying each annual RSU award iswas determined by dividing the $130,000$155,000 equity value by the closing price of our common stock on the May 5, 2022 grant date. The stock awards were fully vested on the date of grant. Century Communities, Inc. – 2023 Proxy Statement 81   We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in-person at Board and Board committee meetings. NON-EMPLOYEE Director Compensation HIGHLIGHTS Some of the highlights of our non-employee director compensation are: Summary Director Compensation Table No Fees for 2019Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stockholders. Recognition of Special Roles: Special roles (such as Committee Chairs) are fairly recognized for their additional time commitments. Annual Equity Grants with Immediate Vesting: Equity awards are granted annually with a fixed value and immediate vesting to support independence. Robust Stock Ownership Guidelines: A guideline of five times the annual Board cash retainer supports alignment with stockholders’ interests and mitigates potential compensation-related risk. No Perquisites: Our directors receive no perquisites, personal benefits or other compensation.   Summary Director Compensation Table for 2022 The following table sets forth information concerning the compensation of our non-employee directors during the year ended December 31, 2019.2022. Each of Dale Francescon and Robert J. Francescon is not compensated separately for his service as a director, and his compensation is discussed under “Executive Compensation.” Name  Fees Earned or Paid in Cash ($) Stock Awards(1) ($) All Other Compensation(2) ($) Total ($) Patricia L. Arvielo 111,000 154,993 — 265,993 John P. Box 121,000 154,993 — 275,993 Keith R. Guericke 126,000 154,993 — 280,993 James M. Lippman 123,500 154,993 — 276,493   Name Fees Earned or Paid in Cash ($) Stock Awards(1)(2) ($) All Other Compensation(3) ($) Total ($) John P. Box 121,000 129,996 — 250,996 Keith R. Guericke 124,750 129,996 — 254,746 James M. Lippman 123,500 129,996 — 253,496 (1) The amounts reflected represent the grant date fair value of RSU awardsa stock award for 4,7602,846 shares for all directors as computed in accordance with FASB ASC Topic 718. (2) As of December 31, 2019, each director held unvested RSU awards for 6,044 shares. (3) We do not provide perquisite and other personal benefits to our non-employee directors.   Century Communities, Inc. – 20202023 Proxy Statement 6982     CERTAIN CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Policies and Procedures for Review and Approval of 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 BoardAudit 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 Transactions with Related Persons For the period beginning on January 1, 2019,2022 to the date of this proxy statement, the following are our current arrangements with a related party: Employment and Other Agreements with Named Executive Officers We have entered into an employment agreement with each of our Co-Chief Executive Officers, Dale Francescon and Robert J. Francescon, and our Chief Financial Officer, David L. Messenger. These agreements were entered into with these individuals in connection with their capacities as officers and provide for salary, bonus, and other benefits, including the grant of equity awards, and severance upon a termination of employment under certain circumstances.circumstances, and were amended most recently in July 2020. In January 2018, we entered into aircraft time sharing agreements with our Co-Chief Executive Officers, Dale Francescon and Robert J. Francescon, and our Chief Financial Officer, David L. Messenger. Please see the sections above entitled “Executive Compensation—Employment and Other Agreements” for a description of these agreements. Indemnification Agreements We have entered into an indemnification agreement with each of our directors, Co-Chief Executive Officers, and Chief Financial Officer. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the current limitation of director liability provision in our charter, the proposed charter amendment adding a limitation of officer liability provision as described in Proposal No. 2 and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers. Other Related Party Transactions We hired James Francescon, the son of Robert J. Francescon, our Co-Chief Executive Officer, serves as Corporate Viceour President, commencing on April 30, 2019.Century Living. During 2019, Mr. James Francescon2022, he received actual total annualgross compensation of $110,152. In addition, Mr. James Francescon purchased a Century Communities home for approximately $1.1 million at a closing held at the end of March 2019.$659,618.81.   Century Communities, Inc. – 20202023 Proxy Statement 7083     STOCK STOCK OWNERSHIP Significant Beneficial Owners Significant Beneficial Owners The table below sets forth information as to entities that have reported to the SEC or have otherwise advised us that they are a beneficial owner, as defined by the SEC’s rules and regulations, of more than five percent5% of our outstanding common stock. Class of Securities Name and Address of Beneficial Owner Number of Shares Beneficially Owned Percent of Class(1) Common Stock BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 4,911,638 15.3% Common Stock Wellington Management Group LLP(3) c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210 2,842,310  8.9% Common Stock Dimensional Fund Advisors LP(4) Building One 6300 Bee Cave Road Austin, TX 78746 2,468,536  7.7% Common Stock The Vanguard Group, Inc.(5) 100 Vanguard Boulevard Malvern, PA 19355 2,006,179  6.3% Common Stock Dale Francescon(6) 8390 East Crescent Parkway, Suite 650 Greenwood Village, CO 80111 1,930,632  6.0% Common Stock Robert J. Francescon(7) 8390 East Crescent Parkway, Suite 650 Greenwood Village, CO 80111 1,588,659  5.0%   Class of Securities Name and Address of Beneficial Owner Number of Shares Beneficially Owned Percent of Class(1) Common Stock BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 5,106,638 15.3% Common Stock Dimensional Fund Advisors LP(3) Building One 6300 Bee Cave Road Austin, TX 78746 2,627,080  7.9% Common Stock Dale Francescon(4) 8390 East Crescent Parkway, Suite 650 Greenwood Village, CO 80111 2,227,433 6.7% Common Stock Robert J. Francescon(5) 8390 East Crescent Parkway, Suite 650 Greenwood Village, CO 80111 1,890,461 5.7% Common Stock Oaktree Value Equity Holdings, L.P., et al.(6) 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 1,819,003 5.5% Common Stock The Vanguard Group, Inc.(7) 100 Vanguard Boulevard Malvern, PA 19355 1,702,841 5.1% (1) (1) Percent of class is based on 33,312,44232,017,086 shares of our common stock outstanding as of our record date, March 13, 2020.9, 2023. (2) (2) Based solely on information contained in a Schedule 13G/A of BlackRock, Inc., a parent holding company, filed with the SEC on February 4, 2020,January 26, 2023, reflecting beneficial ownership as of December 31, 2019,2022, with sole voting authority with respect to 4,842,306 shares and sole investment discretion with respect to 5,106,638 shares and sole voting authority with respect 5,026,2744,911,638 shares. BlackRock, Inc. does not have shared voting or dispositive power over any of the shares. (3) (3) Based solely on information contained in a Schedule 13G/A filed jointly by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP (collectively, the “Wellington Group”) filed with the SEC on February 6, 2023, reflecting beneficial ownership as of December 31, 2022. The Wellington Group reported aggregate beneficial ownership of 2,842,310 shares. Each of Wellington Management Group LLP, Wellington Group Holdings LLP, and Wellington Investment Advisors Holdings LLP reported shared investment discretion with respect to 2,842,310 shares and shared voting authority with respect to 2,337,517 shares. Wellington Management Company LLP reported shared investment discretion with respect to 2,673,922 shares and shared voting authority with respect to 2,313,143 shares. (4) Based solely on information contained in a Schedule 13G/A of Dimensional Fund Advisors LP, an investment adviser, filed with the SEC on February 12, 2020,10, 2023, reflecting beneficial ownership as of December 31, 2019,2022, with sole investment discretion with respect to 2,627,0802,468,536 shares and sole voting authority with respect 2,545,5482,426,203 shares. Dimensional Fund Partners LP does not have shared voting or dispositive power over any of the shares. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serves as investment manager or sub-adviser to certain other commingled funds, group trusts, and separate accounts (such investment companies, trusts, and accounts, collectively referred to as the Funds). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser, and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, Dimensional) may possess voting and/or investment power over the shares that are owned by the Funds and may be deemed to be the beneficial owner of the shares held by the Funds. However, all shares are owned by the Funds. Dimensional disclaims beneficial ownership of such shares.   (4)Century Communities, Inc. – 2023 Proxy Statement 84   (5) Based solely on information contained in a Schedule 13G/A that was filed with the SEC on February 9, 2023 by The Vanguard Group, Inc., an investment adviser, reflecting beneficial ownership as of December 31, 2022, with sole investment discretion with respect to 1,952,808 shares, sole voting authority with respect 0 shares, shared investment discretion with respect to 53,371 shares and shared voting authority with respect to 23,748 shares. (6) Based in part on information contained in a Schedule 13G/A filed by Dale Francescon with the SEC on January 30, 2020,February 10, 2023, reflecting beneficial ownership as of December 31, 2019.2022. Includes 383,354174,565 shares of our common stock directly owned by Dale Francescon, 250,000 shares of common stock held by the Dale Francescon Roth IRA and 1,579,7621,274,762 shares of our common stock beneficially owned through Dale Francescon’s ownership interest in DF Century, LLC, an entity controlled by him. Also includes 14,31775,000 shares of our common stock held by the DCF Family Foundation and 150,000 shares of our common stock held by the James R. Francescon 2020 Trust. Dale Francescon, the sole trustee of the James R. Francescon 2020 Trust, has sole voting and dispositive power over the shares held by the James R. Francescon 2020 Trust. Also includes 6,163 shares of common stock issuable upon the vesting of restricted stock unit awards within 60 days of March 13, 2020.9, 2023 and an additional 142 shares of common stock issuable upon settlement of dividend equivalent rights associated with such restricted stock unit awards. Century Communities, Inc. – 2020 Proxy Statement 71   (5)(7) Based in part on information contained in a Schedule 13G/A filed by Robert J. Francescon with the SEC on January 30, 2020,February 10, 2023, reflecting beneficial ownership as of December 31, 2019.2022. Includes 133,351224,561 shares of our common stock directly owned by Robert J. Francescon, 250,000 shares of common stock held by the Robert J. Francescon Roth IRA, and 1,492,793887,793 shares of our common stock beneficially owned through Robert J. Francescon’s ownership interest in RJF Century, LLC, an entity controlled by him. Also includes 14,317220,000 shares of Common Stock held by the Nicholas R. Francescon 2020 Trust. Robert J. Francescon, the sole trustee of the Nicholas R. Francescon 2020 Trust, has sole voting and dispositive power over the shares held by the Nicholas R. Francescon 2020 Trust. Also includes 6,163 shares of common stock issuable upon the vesting of restricted stock unit awards within 60 days of March 13, 2020.9, 2023 and an additional 142 shares of common stock issuable upon settlement of dividend equivalent rights associated with such restricted stock unit awards.   (6) Based solely on information contained in a Schedule 13G/A that was jointly filed with the SEC on February 9, 2018 by Oaktree Value Equity Holdings, L.P., Oaktree Value Equity Fund GP, L.P., Oaktree Value Equity Fund GP Ltd., Oaktree Value Equity Fund-SP, L.P., Oaktree Value Equity Fund-SP GP, L.P., Oaktree Capital Management, L.P., Oaktree Holdings, Inc., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Group, LLC, and Oaktree Capital Group Holdings GP, LLC (collectively, the Oaktree Entities) reflecting beneficial ownership as of December 31, 2019. Aggregate beneficial ownership reported by the Oaktree Entities is based on the direct ownership of 1,819,003 shares by Oaktree Value Equity Holdings, L.P. Oaktree Value Equity Holdings, L.P. beneficially owns more than 5% of the outstanding shares of our common stock. (7) Based solely on information contained in a Schedule 13G that was filed with the SEC on February 11, 2020 by The Vanguard Group, Inc., an investment adviser, reflecting beneficial ownership as of December 31, 2019, with sole investment discretion with respect to 1,664,766 shares, sole voting authority with respect 38,343 shares, shared investment discretion with respect to 38,075 shares and shared voting authority with respect to 2,194 shares. The Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of the Vanguard Group, Inc., is the beneficial owner of 35,881 shares as a result of serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 4,656 shares as a result of its serving as investment manager of Australian investment offerings. Century Communities, Inc.– 20202023 Proxy Statement 7285     Security Ownership by Management Security Ownership by Management The table below sets forth information known to us regarding the beneficial ownership of our common stock as of March 13, 2020,9, 2023, by: ● each of our directors; ● each of the individuals named in the “Summary Compensation Table” under “Executive Compensation” beginning on page 55;62; and ● all of our directors and executive officers as a group. To our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person, except as otherwise set forth in the notes to the table and subject to community property laws, where applicable. The number of shares beneficially owned represents the number of shares the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (i) the vesting of restricted stock units or the exercise of any option, warrant, or right; (ii) the conversion of a security; (iii) the power to revoke a trust, discretionary account, or similar arrangement; or (iv) the automatic termination of a trust, discretionary account, or similar arrangement. Class of Securities Name of Beneficial Owner Title/Position Number of Shares Beneficially Owned(1) Percent of Class(2) Name of Beneficial Owner Title/Position Number of Shares Beneficially Owned(1)   Percent of Class(2) Common Stock Dale Francescon(3) Chairman of the Board and Co-Chief Executive Officer 2,227,433 6.7% Dale Francescon(3) Chairman of the Board and  Co-Chief Executive Officer 1,930,632   6.0% Common Stock Robert J. Francescon(4) Co-Chief Executive Officer, President, and Director 1,890,461 5.7% Robert J. Francescon(4) Co-Chief Executive Officer, President, and Director 1,588,659   5.0% Common Stock John P. Box Director 37,738 *   Patricia L. Arvielo Director 5,647   * Common Stock Keith R. Guericke Director 24,821 *   John P. Box Director 51,635   * Common Stock James M. Lippman Director 26,238 *   Keith R. Guericke Director 38,718   * Common Stock David L. Messenger Chief Financial Officer and Secretary 170,848 *   James M. Lippman Director 40,135   * Common Stock All directors and executive officers as a group (6 persons)   4,377,539 13.1% David L. Messenger Chief Financial Officer and Secretary 218,082   * Common Stock All directors and executive officers as a group (7 persons)   3,873,508   12.1% * * Indicates beneficial ownership of less than 1% of the total outstanding common stock. (1) (1) Includes for the persons listed below the following shares of common stock listed below issuable upon the vesting of restricted stock unit awards, including the settlement of related dividend equivalent rights, within 60 days of March 13, 2020:9, 2023: Name Number of Restricted Stock Units Dale Francescon 6,305 Robert J. Francescon 6,305 Patricia L. Arvielo 0 John P. Box 0 Keith R. Guericke 0 James M. Lippman 0 David L. Messenger 2,835   Name Number of Restricted Stock Units Dale Francescon 14,317 Robert J. Francescon 14,317 John P. Box   2,871 Keith R. Guericke   2,871 James M. Lippman   2,871 David L. Messenger   7,181 Century Communities, Inc.– 20202023 Proxy Statement 7386     (2) (2) Percent of class is based on 33,312,44232,017,086 shares of our common stock outstanding as of our record date, March 13, 2020.9, 2023. (3) (3) Based in part on information contained in a Schedule 13G/A filed by Dale Francescon with the SEC on January 30, 2020,February 10, 2023, reflecting beneficial ownership as of December 31, 2019.2022. Includes 383,354174,565 shares of our common stock directly owned by Dale Francescon, 250,000 shares of common stock held by the Dale Francescon Roth IRA and 1,579,7621,274,762 shares of our common stock beneficially owned through Dale Francescon’s ownership interest in DF Century, LLC, an entity controlled by him. Also includes 75,000 shares of our common stock held by the DCF Family Foundation and 150,000 shares of our common stock held by the James R. Francescon 2020 Trust. Dale Francescon, the sole trustee of the James R. Francescon 2020 Trust, has sole voting and dispositive power over the shares held by the James R. Francescon 2020 Trust. See also note (1) above. (4) (4) Based in part on information contained in a Schedule 13G/A filed by Robert J. Francescon with the SEC on January 30, 2020,February 10, 2023, reflecting beneficial ownership as of December 31, 2019.2022. Includes 133,351224,561 shares of our common stock directly owned by Robert J. Francescon, 250,000 shares of common stock held by the Robert J. Francescon Roth IRA, and 1,492,793887,793 shares of our common stock beneficially owned through Robert J. Francescon’s ownership interest in RJF Century, LLC, an entity controlled by him. Also includes 220,000 shares of Common Stock held by the Nicholas R. Francescon 2020 Trust. Robert J. Francescon, the sole trustee of the Nicholas R. Francescon 2020 Trust, has sole voting and dispositive power over the shares held by the Nicholas R. Francescon 2020 Trust. See also note (1) above. Stock Ownership Guidelines Stock Ownership Guidelines We have established stock ownership guidelines that are intended to further align the interests of our directors and named executive officers with those of our stockholders. The stock ownership guidelines for our non-employee directors and named executive officers are as follows: Position Guideline Non-Employee Director 5x annual cash retainer Co-Chief Executive Officers 6x annual base salary Other Named Executive Officers 3x annual base salary   Each director and named executive officer has five years from the date of appointment or hire or, if the ownership multiple has increased during his tenure, five years from the date established in connection with such increase to reach his stock ownership targets. Until the applicable stock ownership target is achieved, each director and Co-Chief Executive Officer subject to the guidelines is required to retain an amount equal to 100% of the net shares received as a result of the vesting of restricted stock awards or restricted stock unit awards, and other named executive officers are required to retain an amount equal to 60% of the net shares received as a result of the vesting of restricted stock awards or restricted stock unit awards. All of our directors and named executive officers are in compliance with our stock ownership guidelines.guidelines, taking into account the five-year compliance deadline and other exceptions.   DELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and the NYSE. To our knowledge, based on the reports filed by the reporting persons and written representations from the reporting persons, Scott Dixon filed one late report on Form 4 reporting the vesting and withholding of shares received pursuant to the vesting of restricted stock. Century Communities, Inc.– 20202023 Proxy Statement 7487     Securities Authorized for Issuance Under Equity Compensation Plans SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The table below provides information about our common stock that may be issued under our equity compensation plansplan as of December 31, 2019.2022. All outstanding awards have been granted under the Century Communities, Inc. 2017 Omnibus Incentive Plan, as amended and restated, and more recently the Century Communities, Inc. 2022 Omnibus Incentive Plan. Plan Category   Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights (a)   Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights (b)   Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a) (c) Equity compensation plans approved by security holders   1,258,470 (1)   $0.00 (2)   3,154,309   Equity compensation plans not approved by security holders   —     —     —   Total   1,258,470 (1)   $0.00 (2)   3,154,309     Plan Category (1) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (b) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by security holders 1,219,240(1) $0.00(2) 1,742,192 Equity compensation plans not approved by security holders —                          — —                     Total 1,219,240(1) $0.00(2) 1,743,192 (1) Amount includes 619,623347,477 shares of our common stock issuable upon the vesting of RSU awards granted under the Century Communities, Inc. Amended and Restated 2017 Omnibus Incentive Plan, 21,606 shares of our common stock issuable upon the vesting of RSU awards granted under the Century Communities, Inc. First Amended & Restated 2013 Long-Term Incentive Plan, and 578,011910,993 outstanding PSU awards, under the Century Communities, Inc. Amended and Restated 2017 Omnibus Incentive Plan, assuming a maximum level of achievement.achievement, and including dividend equivalent rights. The actual number of shares that will be issued under the PSU awards is determined by the level of achievement of a performance goal. (2) (2) RSU and PSU awards do not have exercise prices and, therefore, have been excluded from the weighted-average exercise price calculation in column (b).   Century Communities, Inc.– 20202023 Proxy Statement 7588 INFORMATION ABOUT THE 2023 ANNUAL MEETING The Board of Directors is using this proxy statement to solicit your proxy for use at our 2023 Annual Meeting of Stockholders. The Board is soliciting proxies to give all stockholders of record an opportunity to vote on matters properly presented at the Annual Meeting. We have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending an Important Notice of Availability of Proxy Materials for the Annual Meeting (which we refer to as the “Internet Notice”) to most of our stockholders of record and paper or electronic copies of the proxy materials to our remaining stockholders of record. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders may request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Internet Notice and on the website referred to in the Internet Notice, including an option to request paper copies on an ongoing basis. When and where will the Annual Meeting be held? The Annual Meeting will be held on Wednesday, May 3, 2023, at 1:00 p.m. local time, at the Hyatt Regency Denver Tech Center located at 7800 East Tufts Avenue, Denver, Colorado 80237. Directions to attend the Annual Meeting may be obtained by calling Investor Relations at (303) 268-8398. WhAT ARE THE PURPOSES OF THE Annual Meeting? The purposes of the Annual Meeting are to vote on the following items described in this proxy statement: Proposal Item of Business Proposal No. 1 Election of Directors Proposal No. 2 Approve Amendment to our Certificate of Incorporation to Eliminate or Limit the Personal Liability of Officers Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm Proposal No. 4 Advisory Vote on Executive Compensation     There are no rights of appraisal or similar rights of dissenters arising from matters to be acted on at the meeting. are there any matters to be voted on at the annual meeting that are not included in this proxy statement? We currently are not aware of any business that will be presented at the Annual Meeting other than as described in this proxy statement. If, however, any other matter is properly brought at the Annual Meeting, or any continuation, postponement, or adjournment thereof, your proxy includes discretionary authority on the part of the individuals appointed to vote your shares or act on those matters in accordance with their best judgment. Century Communities, Inc. – 2023 Proxy Statement 89 WhO CAN ATTEND the Annual Meeting? All of our stockholders entitled to vote at the Annual Meeting may attend the Annual Meeting. If your shares are held in street name, however, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from the record holder of your shares. Stockholders who wish to attend the Annual Meeting will be required to present verification of ownership of our common stock, such as a bank or brokerage firm account statement, and will be required to present a valid, government-issued picture identification, such as a driver’s license or passport, to gain admittance to the Annual Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases, or packages will be permitted in the Annual Meeting. WhO IS ENTITLED TO VOTE AT the Annual Meeting? Holders of record of shares of our common stock as of the close of business on March 9, 2023, the record date, will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment thereof. At the close of business on the record date, there were 32,017,086 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting. hOW MANY SHARES MUST BE PRESENT? A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority in voting power of our capital stock issued and outstanding and entitled to vote on the record date will constitute a quorum. Your shares will be counted toward the quorum if you submit a proxy or vote at the Annual Meeting. Shares represented by proxies marked “abstain” and “broker non-votes” also are counted in determining whether a quorum is present. WhAT IF A QUORUM IS NOT PRESENT? If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented. hOW DO I VOTE? We recommend stockholders vote by proxy even if they attend the Annual Meeting. If your shares are registered in your name, you may vote your shares by one of the five following methods: Vote by Internet Go to www.proxyvote.com and follow the instructions for Internet voting shown on your Notice Regarding the Availability of Proxy Materials or proxy card. Vote by Telephone Call 800-690-6903 and follow the instructions for telephone voting shown on your proxy card. Vote by Mail Complete, sign, date and mail your proxy card in the envelope provided if you received a paper copy of these proxy materials. If you vote by Internet, telephone or mobile device, please do not mail your proxy card. Vote by Mobile Device Scan the QR code on your Notice Regarding the Availability of Proxy Materials or proxy card and follow the links. Century Communities, Inc. – 2023 Proxy Statement 90 Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Savings Time, on May 2, 2023. If you vote through the Internet, you should be aware that you may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers, and that these costs must be borne by you. If your shares are held in the name of a bank, broker, or other holder of record, you will receive instructions on how to vote from the bank, broker, or holder of record. You must follow the instructions of such bank, broker, or holder of record in order for your shares to be voted. Telephone and Internet voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares in person at the Annual Meeting, you should contact your bank, broker, or agent to obtain a legal proxy or the bank’s or broker’s proxy card and bring it to the Annual Meeting in order to vote. WhAT IS THE DIFFERENCE BETWEEN BEING A “RECORD HOLDER” AND HOLDING SHARES IN “STREET NAME”? A record holder holds shares in his or her name. Shares held in “street name” are held in the name of a bank or broker on a person’s behalf. CAN i VOTE IF MY SHARES ARE HELD IN “STREET NAME”? Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being forwarded to you by your bank or brokerage firm along with a voting instruction card. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and your bank or brokerage firm is required to vote your shares in accordance with your instructions. WhAT ARE BROKER NON-VOTES? Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm in Proposal No. 3 is a routine matter; and accordingly, a broker is entitled to vote shares held for a beneficial owner on that proposal without instructions from such beneficial owner. On the other hand, absent instructions from a beneficial owner, a broker is not entitled to vote shares held for such beneficial owner on non-routine matters. We believe, based on the rules of the NYSE, that the election of directors in Proposal No. 1, the approval of the amendment to our Certificate of Incorporation to eliminate or limit the personal liability of officers in Proposal No. 2, and the advisory vote on executive compensation in Proposal No. 4 are non-routine matters; and accordingly, brokers do not have authority to vote on such matters absent instructions from beneficial owners. Whether a voting proposal is ultimately determined routine or non-routine is determined by the NYSE. Accordingly, if beneficial owners desire not to have their shares voted by a broker in a certain manner, they should give instructions to their brokers as to how to vote their shares. Broker non-votes count for purposes of determining whether a quorum is present. Century Communities, Inc. – 2023 Proxy Statement 91 The Board recommends that you vote: ● FOR the election of Dale Francescon, Robert J. Francescon, Patricia L. Arvielo, John P. Box, Keith R. Guericke, and James M. Lippman to serve as members of the Board until the next annual meeting of stockholders and until their successors are duly elected and qualified; ● FOR the approval of the amendment to our Certificate of Incorporation to eliminate or limit the personal liability of officers to the extent permitted by recent amendments to Delaware law; ● FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and ● FOR the approval of the advisory vote on our executive compensation. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted in accordance with the Board’s recommendations. WHAT IS THE REQUIRED VOTE FOR EACH PROPOSAL? Proposal Votes Required Effect of Abstentions Effect of Broker Non- Votes Proposal No. 1:  Election of Directors Majority of votes cast. This means that nominees receiving more “FOR” votes than “AGAINST” votes will be elected as directors. Nominees receiving more “AGAINST” votes than “FOR” votes are expected to tender a written offer of resignation. Abstentions will have no effect. Broker non-votes will have no effect. Proposal No. 2:  Approval of Amendment to our Certificate of Incorporation to Eliminate or Limit the Personal Liability of Officers Affirmative vote of the holders of a majority of our outstanding shares of common stock entitled to vote thereon. Abstentions will have the effect of a vote against the proposal. Broker non-votes will have the effect of a vote against the proposal. Proposal No. 3:  Ratification of Appointment of Independent Registered Public Accounting Firm Affirmative vote of the holders of a majority in voting power of the shares of common stock present in person or by proxy and entitled to vote thereon. Abstentions will have the effect of a vote against the proposal. We do not expect any broker non-votes on this proposal.(1)   Proposal No. 4:  Advisory Vote on Executive Compensation(2)   Affirmative vote of the holders of a majority in voting power of the shares of common stock present in person or by proxy and entitled to vote thereon. Abstentions will have the effect of a vote against the proposal. Broker non-votes will have no effect. (1) Under applicable NYSE rules, brokers and custodians may vote on a ratification of appointment of independent registered public accounting firm proposal in their discretion; and therefore, we do not expect any broker non-votes on this proposal. (2) While an advisory vote, the Compensation Committee and Board expect to take in account the outcome of this vote when considering future executive compensation. Century Communities, Inc. – 2023 Proxy Statement 92 WHAT IF I DON’T SPECIFY HOW MY SHARES ARE TO BE VOTED? If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board, as described above. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE INTERNET NOTICE OR SET OF PROXY MATERIALS? It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope. CAN I REVOKE OR CHANGE MY VOTE? Yes. If you are a registered stockholder, you may revoke your proxy or change your vote at any time before your shares are voted by one of the following methods: ● by submitting a duly executed proxy bearing a later date; ● by granting a subsequent proxy through the Internet or telephone; ● by giving written notice of such revocation to our Corporate Secretary; or ● by voting in person at the Annual Meeting. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to: Century Communities, Inc. 8390 East Crescent Parkway, Suite 650 Greenwood Village, Colorado 80111 Attention: Corporate Secretary Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to our Corporate Secretary before your proxy is voted or you vote in person at the Annual Meeting. If your shares are held in street name, you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote in person at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot. WHO WILL COUNT THE VOTES? Broadridge Financial Solutions, Inc. has been engaged to tabulate stockholder votes. An agent of Broadridge Financial Solutions, Inc. will act as our independent inspector of elections for the Annual Meeting. Century Communities, Inc. – 2023 Proxy Statement 93 WHERE CAN I FIND THE VOTING RESULTS? We plan to announce preliminary voting results at the Annual Meeting and will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC within four business days after the Annual Meeting. CAN I GET A PRINTED COPY OF THE PROXY MATERIALS? Yes. We will mail this proxy statement and our 2022 Annual Report, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of our receipt of such request. Century Communities, Inc. – 2023 Proxy Statement 94       OTHER OTHER MATTERS STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2021 ANNUAL MEETING OF STOCKHOLDERS STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2024 ANNUAL MEETING OF STOCKHOLDERS Date of 20212024 Annual Meeting of Stockholders We anticipate that our 20212024 Annual Meeting of Stockholders (2021(2024 Annual Meeting) will be held on Wednesday, May 5, 2021.8, 2024. Proposals Pursuant to Rule 14a-8 Pursuant to Rule 14a-8 under the Exchange Act, our stockholders may present proper proposals for inclusion in the proxy statement and for consideration at our next annual meeting of stockholders. To be eligible for inclusion in the 20212024 Annual Meeting proxy statement, a proposal must be received by us no later than November 24, 202023, 2023 and must otherwise comply with Rule 14a-8. While the Board will consider stockholder proposals, we reserve the right to omit from the proxy statement stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8. Nominations and Proposals Pursuant to Our Bylaws Under our Bylaws, a stockholder wishing to nominate a candidate for election to the Board, or propose other business for consideration, at the 20212024 Annual Meeting of Stockholders is required to give written notice of such stockholder’s intention to make such a nomination or proposal to our Corporate Secretary at our principal executive offices at 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Corporate Secretary. In order for a stockholder proposal for director nominations or other business, outside of Rule 14a-8 under the Exchange Act, to come before the 20212024 Annual Meeting, of Stockholders, such notice of nomination or proposal must be made in accordance with our Bylaws, which require appropriate notice to us of the nomination or proposal not less than 90 days nor more than 120 days prior to the date of such Annual Meeting of Stockholders. A notice of nomination or proposal is also required to contain specific information as required by our Bylaws. A nomination which does not comply with the requirements of our Bylaws may not be considered. The Nominating and Corporate Governance Committee will consider validly nominated director candidates and will provide its recommendations to the Board. In general, to be timely, we must receive the notice of nomination or proposal not later than the 90th day nor earlier than the 120th day prior to the date of the first anniversary of the 20202023 Annual Meeting. In this regard, we must receive the notice of nomination or proposal no earlier than January 6, 20214, 2024 and no later than February 5, 2021.3, 2024. In addition, if applicable, stockholders who intend to solicit proxies in support of director nominees other than Century’s nominees at the 2024 Annual Meeting must also comply with the additional requirements under Rule 14a-19 promulgated under the Exchange Act, as required by and in addition to our Bylaws, including providing a statement that such stockholder intends to solicit the holders of shares representing at least 67% of the voting power of Century’s shares entitled to vote on the election of directors in support of director nominees other than Century’s nominees, as required by Rule 14a-19(b). We encourage stockholders who wish to submit a proposal or nomination to seek independent counsel. Century will not consider any proposal or nomination that is not timely or otherwise does not meet the Bylaw and SEC requirements. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. Century Communities, Inc. – 2023 Proxy Statement 95   COST OF SOLICITATION OF PROXIES COST OF SOLICITATION OF PROXIES The Board of Directors is soliciting proxies for the Annual Meeting from our stockholders. We will bear the entire cost of soliciting proxies from our stockholders. In addition to the solicitation of proxies by delivery of the Internet Notice or this proxy statement by mail, we will request that brokers, banks, and other nominees that hold shares of our common stock, which are beneficially owned by our stockholders, send Internet Notices, proxies, and proxy materials to those beneficial owners and secure those beneficial owners’ voting instructions. We will reimburse those record holders for their reasonable expenses. Although we currently do not intend to hire a proxy solicitor to assist in the solicitation of proxies, we reserve the right to do so if we believe it would be in the best interests of Century and our stockholders. If we engage a proxy solicitor, we expect the fees to be approximately $5,000 plus out-of-pocket expenses. We may use several of our regular employees, who will not be specially compensated, to solicit proxies from our stockholders, either personally or by Internet, telephone, facsimile, or special delivery letter. Century Communities, Inc. – 2020 Proxy Statement 76 HOUSEHOLDING OF PROXY MATERIALS   HOUSEHOLDING OF PROXY MATERIALS The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. A number of banks and brokers with account holders who are our stockholders will be householding our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your bank or broker, direct your written request to Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Investor Relations, or contact Investor Relations by telephone at (303) 268-8398. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their bank or broker. INCORPORATION BY REFERENCE INCORPORATION BY REFERENCE Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act, which might incorporate future filings made by us under those statutes, the Audit Committee Report under “Proposal No. 2.3. Ratification of Appointment of Independent Registered Public Accounting Firm” will not be incorporated by reference into any of those prior filings, nor will any such report be incorporated by reference into any future filings made by us under those statutes. In addition, information on our website, other than this proxy statement, notice, and form of proxy, is not part of the proxy soliciting materials and is not incorporated herein by reference. COPIES OF 2019 ANNUAL REPORT Century Communities, Inc. – 2023 Proxy Statement 96   COPIES OF 2022 ANNUAL REPORT Our 20192022 Annual Report, including our Annual Report on Form 10-K includingand the financial statements and the financial statement schedules thereto,included therein, for the year ended December 31, 2019,2022, are available without charge upon written request to: Century Communities, Inc., 8390 East Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, Attention: Investor Relations. Our 20192022 Annual Report is also available on our website at www.centurycommunities.com.  ________________ Your vote is important. Please promptly vote your shares of Century common stock by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating, and returning your proxy card or by Internet or telephone voting as described on your proxy card. By Order of the Board of Directors   David L. Messenger Chief Financial Officer and Secretary Greenwood Village, Colorado March 24, 2020 Greenwood Village, Colorado March 22, 2023 Century Communities, Inc. – 2023 Proxy Statement 97 APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES In this proxy statement, we use the term Adjusted EBITDA, which is a non-GAAP financial measure. This non-GAAP financial measure is presented to provide stockholders additional information to facilitate the comparison of our past and present operations. We believe non-GAAP financial measures provide useful information to investors because they are used to evaluate our performance on a comparable year-over-year basis. Non-GAAP financial measures are not in accordance with, or an alternative for, measures calculated in accordance with U.S. generally accepted accounting principles (GAAP) and may be different from non-GAAP financial measures used by other companies. In addition, non-GAAP financial measures are not based on any comprehensive or standard set of accounting rules or principles. Accordingly, the calculation of our non-GAAP financial measures may differ from the definitions of other companies using the same or similar names limiting, to some extent, the usefulness of such measures for comparison purposes. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with our financial results as determined in accordance with GAAP. These measures should only be used to evaluate our financial results in conjunction with the corresponding GAAP measures. Accordingly, we qualify our use of non-GAAP financial information in a statement when non-GAAP financial information is presented. ADJUSTED EBITDA The following table presents EBITDA and Adjusted EBITDA for the years ended December 31, 2022 and 2021. Adjusted EBITDA is a non-GAAP financial measure we use as a supplemental measure in evaluating operating performance. We define Adjusted EBITDA as consolidated net income before (i) income tax expense, (ii) interest in cost of home sales revenues, (iii) other interest expense or income, (iv) depreciation and amortization expense, (v) loss on debt extinguishment, and (vi) inventory impairment and other. We believe Adjusted EBITDA provides an indicator of general economic performance that is not affected by fluctuations in interest rates or effective tax rates, levels of depreciation or amortization, and items considered to be non-recurring. Accordingly, our management believes that this measurement is useful for comparing general operating performance from period to period. Adjusted EBITDA should be considered in addition to, and not as a substitute for, consolidated net income in accordance with GAAP as a measure of performance. Our presentation of Adjusted EBITDA should not be construed as an indication that our future results will be unaffected by unusual or non-recurring items. Our Adjusted EBITDA is limited as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. (dollars in thousands)     Year ended December 31,     2022   2021 Net income   $ 525,126     $ 498,504   Income tax expense     151,774       142,618   Interest in cost of home sales revenues     54,669       66,846   Interest expense (income)     (36 )     (661 ) Depreciation and amortization expense     11,223       10,912   EBITDA     742,756       718,219   Loss on debt extinguishment     —       14,458   Inventory impairment and other     10,149       41   Adjusted EBITDA   $ 752,905     $ 732,718     Century Communities, Inc.– 20202023 Proxy Statement 7798   (This page left blank intentionally) APPENDIX B – PROPOSED AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ELIMINATE OR LIMIT THE PERSONAL LIABILITY OF OFFICERS CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF CENTURY COMMUNITIES, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Century Communities, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: 1.           The certificate of incorporation of the Corporation is hereby amended by adding the following Article THIRTEENTH immediately following the text of current Article TWELFTH of the certificate of incorporation of the Corporation: “THIRTEENTH. An officer of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of an officer of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.” 2.           The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Certificate of Incorporation to be executed this __ day of _________, 2023, in its name and on its behalf by its Chief Financial Officer and Corporate Secretary, pursuant to Section 103 of the General Corporation Law of the State of Delaware. CENTURY COMMUNITIES, INC. By: Name: Title: