Century Communities Files DEF 14A for May 6, 2026 Annual Meeting
| Field | Detail |
|---|---|
| Company | Def 14a - Century Communities, Inc. (0001576940) (Filer) |
| Filed Date | Mar 25, 2026 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $89.21, $178 million, $144 million, $63, $0.29 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: proxy-statement, annual-meeting, corporate-governance
TL;DR
**Century Communities just dropped its proxy statement for the May 6, 2026 annual meeting, get ready to vote on directors and executive pay.**
AI Summary
Century Communities, Inc. filed a DEF 14A proxy statement on March 25, 2026, outlining proposals for its upcoming Annual Meeting of Stockholders scheduled for May 6, 2026. This filing details important matters like the election of directors and executive compensation, which directly impact the company's governance and future performance. For stockholders, understanding these proposals is crucial as their votes will shape the company's leadership and strategic direction, potentially affecting stock value.
Why It Matters
This filing is important because it informs shareholders about key decisions, such as electing directors and approving executive pay, that will be made at the Annual Meeting on May 6, 2026, directly influencing the company's future leadership and financial policies.
Risk Assessment
Risk Level: low — This is a routine proxy filing for an annual meeting, which is standard corporate governance and does not inherently present high risk.
Analyst Insight
An investor should review the full DEF 14A document to understand the specific proposals, especially regarding director elections and executive compensation, before the May 6, 2026 Annual Meeting to make informed voting decisions.
Key Numbers
- 2026-03-25 — Filing Date (The date Century Communities, Inc. submitted the DEF 14A.)
- 2026-05-06 — Period of Report (The date of the Annual Meeting of Stockholders for which this proxy statement is filed.)
- 75 — Documents (The total number of documents included in this SEC filing.)
- 1761301 — Size (The size in bytes of the primary DEF 14A document (ny20062719x1_def14a.htm).)
Key Players & Entities
- Century Communities, Inc. (company) — the filer of the DEF 14A
- 0001576940 (company) — the CIK of Century Communities, Inc.
- 2026-03-25 (date) — the filing date of the DEF 14A
- 2026-05-06 (date) — the Period of Report and scheduled date of the Annual Meeting
Forward-Looking Statements
- Shareholders will vote on the election of directors and executive compensation at the May 6, 2026 Annual Meeting. (Century Communities, Inc.) — high confidence, target: 2026-05-06
FAQ
What type of SEC filing is this document?
This document is a DEF 14A, which stands for 'Other definitive proxy statements,' filed by Century Communities, Inc.
When was this DEF 14A filing submitted to the SEC?
The filing date for this DEF 14A was March 25, 2026, and it was accepted on the same day at 07:00:43.
What is the 'Period of Report' for this filing?
The 'Period of Report' for this DEF 14A is May 6, 2026, which indicates the date of the Annual Meeting of Stockholders.
How many individual documents are included in this specific SEC filing?
There are 75 documents included in this SEC filing, as indicated by the 'Documents' count.
What is the CIK (Central Index Key) of the filer, Century Communities, Inc.?
The CIK for Century Communities, Inc. is 0001576940, as stated in the filing title.
Filing Stats: 4,397 words · 18 min read · ~15 pages · Grade level 15.2 · Accepted 2026-03-25 07:00:43
Key Financial Figures
- $89.21 — ook value per share to a Company record $89.21. During the year, we also returned a
- $178 million — ing the year, we also returned a record $178 million to our stockholders through dividends a
- $144 million — nding at the beginning of the year, for $144 million at an average share price of $63.32, or
- $63 — 44 million at an average share price of $63.32, or a 29% discount to our ending boo
- $0.29 — rease in our quarterly cash dividend to $0.29 per share, which was further increased
- $0.32 — , which was further increased by 10% to $0.32 in early 2026. We ended the year with a
- $500 million — ter, we closed on a private offering of $500 million of 6.625% Senior Notes due 2033, with t
- $4.1 billion — our achievements include: FINANCIAL $4.1 billion Total Revenues Achieved $4.1 billio
- $147.6 million — hieved $4.1 billion in total revenues $147.6 million Net Income Generated net income of
- $147.6 m — Net Income Generated net income of $147.6 million, or $4.86 per diluted share $89
- $4.86 — erated net income of $147.6 million, or $4.86 per diluted share $89.21 share Book
- $89 — sed book value per share to a record of $89.21, a 5% increase over December 31, 202
- $1.16 — a 5% increase over December 31, 2024 $1.16 share Cash Dividend Increased quart
- $178.4 million — Capital Allocation Returned a record $178.4 million to stockholders through cash dividends
- $1.2 billion — Century for future growth by investing $1.2 billion in land acquisition and development C
Filing Documents
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- 0001140361-26-011011.txt ( ) — 19124KB
- ccs-20260506.xsd (EX-101.SCH) — 4KB
- ccs-20260506_def.xml (EX-101.DEF) — 3KB
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Executive Compensation Best Practices
Executive Compensation Best Practices 10 2025 Executive Compensation Actions 10 2027 Annual Meeting of Stockholders 12 CORPORATE GOVERNANCE 13 Governance Best Practices 13 Role of the Board 14 Board Oversight of Business Strategy 14 Board Role in Risk Oversight 15 Selected Areas of Board Risk Oversight 15 Oversight of Management Succession Planning and Development 17 Implementation of Management Succession Plan 17 Executive Chairman Role 18 Board Leadership Structure 19 Director Independence 21 Executive Sessions 21 Committees of the Board of Directors 22 Board and Board Committee Meetings; Attendance 22 Audit Committee 23 Compensation Committee 24 Nominating and Corporate Governance Committee 25 Corporate Governance Guidelines 26 Code of Business Conduct and Ethics 26 Committee Charters and Other Information 27 Director Nominations Process 27 Director Commitments Oversight 29 Annual Board and Committee Self-Evaluations 30 Director Orientation and Continuing Education 30 Complaint Procedures 31 Communications with the Board of Directors 31 EXECUTIVE OFFICERS 32 PROPOSAL NO. 1: ELECTION OF DIRECTORS 34 Board Size and Structure 34 Current Directors and Board Nominees 34 Board Composition Matrix 35 Information about Director Nominees 36 Majority Vote Standard and Resignation Policy 40 Board Recommendation 40 PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 41 Appointment 41 Audit, Audit-Related, Tax, and Other Fees 42 Pre-Approval Policies and Procedures 42 Audit Committee Report 43 Board Recommendation 43 PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION 44 Background 44 Why You Should Vote in Favor of our Say-on-Pay Vote 44 Proposed Resolution 45 Next Say-On-Pay Vote 45 Board Recommendation 45 COMPENSATION DISCUSSION AND ANALYSIS 46 Executive Summary 47 Compensation P
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 67 Summary Compensation Table 67 Employment and Other Agreements 68 Grants of Plan-Based Awards During 2025 68 Outstanding Equity Awards as of December 31, 2025 70 Option Exercises and Stock Vested During 2025 71 Pay Versus Performance 72 CEO Pay Ratio Disclosure 79 Potential Post-Termination and Change In Control Payments 80 Compensation Risk Assessment 83 Anti-Hedging and Anti-Pledging Policy 84 Compensation Committee Interlocks and Insider Participation 84 DIRECTOR COMPENSATION 85 Overview 85 Director Compensation Process 85 Director Compensation Program 85 Non-Employee Director Compensation Highlights 86 Summary Director Compensation Table for 2025 87 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 88 Policies and Procedures for Review and Approval of Related Party Transactions 88 Transactions with Related Persons 88 STOCK OWNERSHIP 89 Significant Beneficial Owners 89
Security Ownership by Management
Security Ownership by Management 91 Stock Ownership Guidelines 92 Securities Authorized for Issuance Under Equity Compensation Plans 93 INFORMATION ABOUT THE 2026 ANNUAL MEETING 94 OTHER MATTERS 99 Stockholder Proposals and Director Nominations For 2027 Annual Meeting of Stockholders 99 Cost of Solicitation of Proxies 100 Householding of Proxy Materials 100 Incorporation by Reference 100 Copies of 2025 Annual Report 101 APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 102 References in this proxy statement to: "Century," "we," "us," "our," or the "Company" refer to Century Communities, Inc.; "Board" refer to the Board of Directors of Century; "Annual Meeting" or "meeting" refer to our 2026 Annual Meeting of Stockholders; and "2025 Annual Report" or "2025 Annual Report to Stockholders" refer to our Annual Report to Stockholders for 2025, including our Annual Report on Form 10-K for the year ended December 31, 2025, being made available together with this proxy statement. Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement. and denote trademarks and registered trademarks of Century Communities, Inc. or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this proxy statement are the property of their respective owners. PROXY STATEMENT SUMMARY This executive summary provides an overview of the information included in this proxy 2026 Annual Meeting OF STOCKHOLDERS DATE AND TIME Wednesday, May 6, 2026 1:00 p.m. (Mountain Time) LOCATION Hyatt Regency Denver Tech Center 7800 East Tufts Avenue Denver, CO 80237 RECORD DATE Holders of record of our common stock at the close of business on March 9, 2026, a
executive compensation program, including LTI design, holding requirements, and pay levels
executive compensation program, including LTI design, holding requirements, and pay levels. During 2025, our management reached out to our top stockholders, representing 78% of our outstanding shares, and held meetings with all stockholders who expressed an interest in a meeting. Through these exchanges, we discussed various subjects, including our governance and executive compensation program. Some of the actions we have taken in response to stockholder feedback during the past few years include: Key Themes What We Heard What We Did Corporate Governance Eliminate Co-CEO structure. Effective January 1, 2025, we eliminated our Co-Chief Executive Officer (Co-CEO) structure as part of our succession planning process and to alleviate stockholder concerns with our former Co-CEO leadership structure. Strengthen role of independent directors. In March 2025, we created a lead independent director position to replace our prior presiding director position and strengthened the role to provide a more proactive voice for our independent directors. Rotate Board committee chairs. In March 2025, we appointed Elisa Ziga Ramrez as Chair of the Audit Committee. Refresh Board composition and increase diversity We added Elisa Ziga Ramrez and Patricia L. Arvielo to the Board of Directors in 2023 and 2021, respectively, and remain committed to continual Board refreshment with the goal to maintain a Board composition diverse in experience, skills and other attributes. Increase stockholder influence over director elections. We adopted a majority vote standard for uncontested director elections, with a director resignation policy, instead of a plurality vote standard. Century Communities, Inc. – 2026 Proxy Statement 5 Key Themes What We Heard What We Did Board Oversight Increase Board oversight of certain key risk and focus areas. The Audit Committee has increased its oversight of our information technology (IT) systems, processes and data, use of artificia
Executive Compensation
Executive Compensation Maintain competitive, but not excessive, pay packages. We target the 50 th percentile of our peer group and have not raised the base salaries or target short-term (STI) or long-term incentive (LTI) opportunities of our Executive Chairman or CEO since 2022. 2025 pay opportunities were reduced in the aggregate as compared to 2024 levels: Base Salary 2024 ($) 2025 ($) % Decrease Executive Chairman 1,000,000 900,000 10% CEO 1,000,000 1,000,000 — Target STI 2024 ($) 2025 ($) % Decrease Executive Chairman 3,500,000 2,450,000 30% CEO 3,500,000 2,975,000 15% Target LTI 2024 ($) 2025 ($) % Decrease* Executive Chairman 5,000,000 4,200,000 16%/20% CEO 5,000,000 4,750,000 5%/10% * Higher percentage decrease is based on the then anticipated decrease in grant date fair value Reduce Executive Chairman compensation relative to the CEO. The 2025 base salary and short-term and long-term incentives for our Executive Chairman were established in early 2025 and below those of our CEO, as described above. Increase mandatory post-vesting holding periods. Beginning in 2025, we imposed a three-year (as opposed to the prior one-year) mandatory post-vesting holding period on shares issued in settlement of our performance share unit (PSU) awards to our Executive Chairman and CEO. Our CFO is subject to a one-year post-vesting holding period. Century Communities, Inc. – 2026 Proxy Statement 6 Key Themes What We Heard What We Did Emphasize performance-based compensation, including in particular long-term incentives. Nearly 90% of our 2025 target compensation for our Executive Chairman and CEO was performance-based, of which approximately 55% was structured as LTI. Our 2025 LTI program was comprised of PSU awards (100% for our Executive Chairman and CEO), with a mandatory post-vesting holding period feature. Increase the number of performance measures to the LTI program and include a relative
EXECUTIVE COMPENSATION BEST PRACTICES
EXECUTIVE COMPENSATION BEST PRACTICES Our compensation practices include many best practices that support our executive compensation objectives and principles and benefit our stockholders. What We Do What We Don't Do Structure executive officer compensation so it is competitive and a significant portion is at risk No guaranteed salary increases Emphasize long-term performance No uncapped bonus opportunities Use a mix of both absolute and relative performance measures No excessive perquisites Require minimum vesting periods on equity awards No current payment of dividends on unvested awards Require a double-trigger for equity acceleration upon a change of control No excise or other tax gross-ups Have robust stock ownership guidelines and retention requirements for executive officers No short sales or derivative transactions in Century stock, including hedges Require post-vesting holding periods No pledging of Century securities Hold an annual say-on-pay vote No repricing of stock options 2025 EXECUTIVE COMPENSATION ACTIONS For 2025, we had three named executive officers: our Executive Chairman, Chief Executive Officer and President (CEO), and Chief Financial Officer (CFO). 2025 compensation actions and incentive plan outcomes based on performance are summarized below: Pay Element Actions Base Salary The 2025 annual base salaries for our Executive Chairman, CEO and CFO were set at $900,000, $1,000,000 and $650,000, respectively, representing a 10% decrease in the case of our Executive Chairman, and no increase, in the case of our CEO and CFO. Short-Term Incentive The 2025 target STI opportunities for our Executive Chairman, CEO and CFO were set at $2,450,000, $2,975,000 and $1,000,000, respectively, representing a 30% decrease for our Executive Chairman and a 15% decrease for our CEO. The performance metrics f