CENTURY COMMUNITIES, INC., DEF 14A filed on 3/25/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Century Communities, Inc.
Entity Central Index Key 0001576940
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

Pay Versus Performance Table

As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our NEOs, within the meaning of such rules, and certain financial performance measures of our Company.

The table below provides information regarding compensation actually paid to each of our Executive Chairman and CEO, our two co-principal executive officers (“PEOs”), and our other NEOs during each of the past five fiscal years, as well as total stockholder return, net income and adjusted pre-tax income information for each of the past five fiscal years. For further information regarding our pay for performance philosophy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis.”

     

Average Summary

Compensation

Average Compensation

Value of Initial Fixed $100 Investment

Based On:

   

Year

Summary Compensation Table Total for PEO(1)

($)

Compensation Actually Paid to PEO(2)(3)

($)

Table
Total for
Non-PEO Named Executive Officers(4)

($)

Actually Paid to Non-PEO Named Executive Officers(5)(6)

($)

Total Shareholder Return(7)

($)

Peer
Group Total Shareholder Return(8)

($)

Net Income(9)

($)

Adjusted Pre-Tax Income(10)

($)

2025 7,357,376 1,632,177 3,229,011 2,998,970 145 184 147.6 mil. 263.2 mil.
2024 11,904,168 18,492,095 1,597,293 1,442,668 176 193 333.8 mil. 492.0 mil.
2023 12,640,181 30,579,943 6,672,513 13,289,918 216 188 259.2 mil. 376.8 mil.
2022 11,243,467 4,167,973 5,909,713 2,764,958 117 111 525.1 mil. 724.4 mil.
2021 6,753,672 21,042,937 3,975,157 10,204,341 188 150 498.5 mil. 665.7 mil.
                 
(1) Amounts reported represent the Summary Compensation Table total for Dale Francescon, our Executive Chairman during the years presented, for each of the years presented. Because the Summary Compensation Table total for Robert J. Francescon, our 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 $8,510,773, $11,898,234, $12,643,682, $11,243,467, and $6,752,940 for 2025, 2024, 2023, 2022, and 2021, respectively. See “Executive Compensation—Summary Compensation Table” in this proxy statement and in our 2023 proxy statement for more information.
(2) Amounts reported represent “compensation actually paid,” as computed in accordance with Item 402(v) of SEC Regulation S-K, to Dale Francescon, our current Executive Chairman, during the years presented, for each of the years presented. Because the “compensation actually paid,” as computed in accordance with Item 402(v) of SEC Regulation S-K, to Robert J. Francescon, our current CEO, 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 $2,863,302, $18,486,161, $30,583,444, $4,167,973, and $21,042,205 for 2025, 2024, 2023, 2022, and 2021, 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 our PEOs for the year ended December 31, 2025 consists of the following amounts deducted from or added to their respective Summary Compensation Table totals for such year:
 

D. Francescon

($)

R. Francescon

($)

Summary Compensation Table Total for 2025 7,357,376 8,510,773
Deduct:  Stock-based awards(a) (4,086,941) (4,622,119)
Add: Year-end fair value of equity awards granted during the year that are outstanding and unvested(b)

4,667,171

5,278,329

Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)

(4,526,260)

(4,526,260)

Add: Change in fair value of equity awards granted in prior years that vested during the year(d)

(2,077,448)

(2,077,448)

Add: Value of dividend equivalents accrued on equity awards during the year(e) 298,279 300,027
Compensation Actually Paid for 2025 1,632,177 2,863,302
(a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the year ended December 31, 2025. No option awards were granted during the year ended December 31, 2025.
(b) Represents the year-end value of equity awards granted during the year ended December 31, 2025 that were outstanding and unvested as of December 31, 2025.
(c) Represents the amount of change as of December 31, 2025 (from the end of the prior fiscal year, December 31, 2024) in fair value of any equity awards granted in prior years that are outstanding and unvested as of December 31, 2025.
(d) Represents the amount of change as of the vesting date (from the end of the prior fiscal year, December 31, 2024) in fair value of any equity awards granted in prior years that vested during the year ended December 31, 2025, including the value of dividend equivalents.
(e) Represents the dollar value of any dividends or other earnings paid on equity awards during the year ended December 31, 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the year ended December 31, 2025.

Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for the year ended December 31, 2025 and include the addition (or subtraction, as applicable) of: (i) the year-end fair value of any equity awards granted in the year ended December 31, 2025 that are outstanding and unvested as of December 31, 2025, the end of such year; (ii) the amount of change as of December 31, 2025 (from the end of the prior fiscal year, December 31, 2024) in fair value of any equity awards granted in prior years that are outstanding and unvested as of December 31, 2025; (iii) for equity awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for equity awards granted in prior years that vest in the year ended December 31, 2025, the amount equal to the change as of the vesting date (from the end of the prior fiscal year, December 31, 2024) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year ended December 31, 2025, a deduction for the amount equal to the fair value at the end of the prior fiscal year, December 31, 2024; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the year ended December 31, 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such year. Adjustments as provided in clauses (iii) and (v) are inapplicable.

The valuation assumptions used to calculate fair values did not materially differ from those used at the time of grant. The value of RSU awards is based on the fair value as of the end of the year ended December 31, 2025, or change in fair value during the year ended December 31, 2025, in each case based on the closing sale price of our common stock, as reported by the NYSE. The value of PSU awards is based on the fair value as of the end of the year ended December 31, 2025 or change in fair value during the year ended December 31, 2025, in each case based on the same methodology as used in our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025.

For detail on the amounts deducted from or added to the Summary Compensation Table total for each of our PEOs in determining compensation actually paid to each our PEOs for the years ended December 31, 2024, 2023, 2022 and 2021 see our 2025 and 2024 proxy statements.

(4) The amounts in this column represent the average total compensation for our non-PEO NEOs for each of the years presented as disclosed in the Summary Compensation Table of this proxy statement and our 2023 proxy statement. Our only non-PEO NEO for 2025 was J. Scott Dixon. Our non-PEO NEOs for 2024 were J. Scott Dixon and David L. Messenger, our former Chief Financial Officer. Our only non-PEO NEO for each of 2023, 2022 and 2021 was David L. Messenger. J. Scott Dixon succeeded David L. Messenger, who stepped down on March 22, 2024, and because each of them only served for a portion of 2024, the average of their compensation appears significantly lower than the totals reported for prior years.
(5) The amounts in this column represent the average compensation actually paid to our non-PEO NEOs for each of the years presented. The dollar amounts in this column do not reflect the average of the actual amount of compensation awarded to, earned by or paid to our non-PEO NEOs during the applicable year.
(6) Average compensation actually paid to our non-PEO NEO for the year ended December 31, 2025 consists of the following amounts deducted from and added to his Summary Compensation Table total for such year:
 

Non-PEO NEO

($)

Non-PEO NEO Summary Compensation Table Total for 2025 3,229,011
Deduct:  Stock-based awards(a) (1,476,226)
Add: Year-end fair value of equity awards granted during the year that are outstanding and unvested(b)

1,366,715

Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)

(130,433)

Add: Change in fair value of equity awards granted in prior years that vested during the year(d) (23,131)
Add: Value of dividend equivalents accrued on equity awards during the year(e) 33,034
Non-PEO NEO Compensation Actually Paid for 2025 2,998,970
(a) Represents the amount reported in the “Stock Awards” column in the Summary Compensation Table for the year ended December 31, 2025. No option awards were granted during the year ended December 31, 2025.
(b) Represents the year-end value of equity awards granted during the year ended December 31, 2025 that are outstanding and unvested as of the end of such year, December 31, 2025.
(c) Represents the amount of change as of the end of the year, December 31, 2025 (from the end of the prior fiscal year, December 31, 2024) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such year, December 31, 2025.
(d) Represents the amount of change as of the vesting date (from the end of the prior fiscal year, December 31, 2024) in fair value of any equity awards granted in prior years that vested during the year ended December 31, 2025 including the value of dividend equivalents.
(e) Represents the dollar value of any dividends or other earnings paid on equity awards in the year ended December 31, 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such year.

Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for the year ended December 31, 2025 and include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the year ended December 31, 2025 that are outstanding and unvested as of the end of such year, December 31, 2025; (ii) the amount of change as of the end of the year ended December 31, 2025 (from the end of the prior fiscal year, December 31, 2024) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of the year ended December 31, 2025; (iii) for equity awards that are granted and vest in the same year, the fair value as of the vesting date; (iv) for equity awards granted in prior years that vest in the year ended December 31, 2025, the amount equal to the change as of the vesting date (from the end of the prior fiscal year, December 31, 2024) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year ended December 31, 2025, a deduction for the amount equal to the fair value at the end of the prior fiscal year, December 31, 2024; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the year ended December 31, 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such year. Adjustments as provided in clauses (iii) and (v) are inapplicable.

The valuation assumptions used to calculate fair values did not materially differ from those used at the time of grant. The value of PSU awards is based on the fair value as of the end of the year ended December 31, 2025 or change in fair value during such year, in each case based on the same methodology as used in our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025. The value of RSU awards is based on the fair value as of the end of the year ended December 31, 2025 or change in fair value during the year, in each case based on the closing sale price of our common stock, as reported by the NYSE.

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

(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 Dow Jones U.S. Select Home Construction Index, which is the industry peer group we use for purposes of our stock performance graph in our annual report on Form 10-K for the year ended December 31, 2025. In each case, the peer group cumulative total shareholder return is calculated using the same methodology as described in note (7) above, with the returns of each component company of this group weighted according to the respective company’s stock market capitalization at the beginning of each period for which a return is indicated.
(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, for compensation purposes, is calculated by excluding executive bonus expense and other special expenses, such as acquisition-related expenses, purchase price adjustments, loss from debt extinguishment, impairments, abandonment of land contracts, and discontinued operations, from net income before income taxes, as applicable during any particular year. While we use several financial and non-financial performance measures for purposes of evaluating performance for our compensation programs, we have determined that adjusted pre-tax income is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) that we use to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance. A reconciliation of adjusted pre-tax income, as used for purposes of our LTI program, can be found in Appendix A to this proxy statement.
       
Company Selected Measure Name adjusted pre-tax income        
Named Executive Officers, Footnote
(1) Amounts reported represent the Summary Compensation Table total for Dale Francescon, our Executive Chairman during the years presented, for each of the years presented. Because the Summary Compensation Table total for Robert J. Francescon, our 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 $8,510,773, $11,898,234, $12,643,682, $11,243,467, and $6,752,940 for 2025, 2024, 2023, 2022, and 2021, respectively. See “Executive Compensation—Summary Compensation Table” in this proxy statement and in our 2023 proxy statement for more information.
(4) The amounts in this column represent the average total compensation for our non-PEO NEOs for each of the years presented as disclosed in the Summary Compensation Table of this proxy statement and our 2023 proxy statement. Our only non-PEO NEO for 2025 was J. Scott Dixon. Our non-PEO NEOs for 2024 were J. Scott Dixon and David L. Messenger, our former Chief Financial Officer. Our only non-PEO NEO for each of 2023, 2022 and 2021 was David L. Messenger. J. Scott Dixon succeeded David L. Messenger, who stepped down on March 22, 2024, and because each of them only served for a portion of 2024, the average of their compensation appears significantly lower than the totals reported for prior years.
       
Peer Group Issuers, Footnote
(8) The peer group total shareholder return is based on the Dow Jones U.S. Select Home Construction Index, which is the industry peer group we use for purposes of our stock performance graph in our annual report on Form 10-K for the year ended December 31, 2025. In each case, the peer group cumulative total shareholder return is calculated using the same methodology as described in note (7) above, with the returns of each component company of this group weighted according to the respective company’s stock market capitalization at the beginning of each period for which a return is indicated.
       
Adjustment To PEO Compensation, Footnote
(3)
Compensation actually paid to our PEOs for the year ended December 31, 2025 consists of the following amounts deducted from or added to their respective Summary Compensation Table totals for such year:
 

D. Francescon

($)

R. Francescon

($)

Summary Compensation Table Total for 2025 7,357,376 8,510,773
Deduct:  Stock-based awards(a) (4,086,941) (4,622,119)
Add: Year-end fair value of equity awards granted during the year that are outstanding and unvested(b)

4,667,171

5,278,329

Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)

(4,526,260)

(4,526,260)

Add: Change in fair value of equity awards granted in prior years that vested during the year(d)

(2,077,448)

(2,077,448)

Add: Value of dividend equivalents accrued on equity awards during the year(e) 298,279 300,027
Compensation Actually Paid for 2025 1,632,177 2,863,302
(a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the year ended December 31, 2025. No option awards were granted during the year ended December 31, 2025.
(b) Represents the year-end value of equity awards granted during the year ended December 31, 2025 that were outstanding and unvested as of December 31, 2025.
(c) Represents the amount of change as of December 31, 2025 (from the end of the prior fiscal year, December 31, 2024) in fair value of any equity awards granted in prior years that are outstanding and unvested as of December 31, 2025.
(d) Represents the amount of change as of the vesting date (from the end of the prior fiscal year, December 31, 2024) in fair value of any equity awards granted in prior years that vested during the year ended December 31, 2025, including the value of dividend equivalents.
(e) Represents the dollar value of any dividends or other earnings paid on equity awards during the year ended December 31, 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the year ended December 31, 2025.

Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for the year ended December 31, 2025 and include the addition (or subtraction, as applicable) of: (i) the year-end fair value of any equity awards granted in the year ended December 31, 2025 that are outstanding and unvested as of December 31, 2025, the end of such year; (ii) the amount of change as of December 31, 2025 (from the end of the prior fiscal year, December 31, 2024) in fair value of any equity awards granted in prior years that are outstanding and unvested as of December 31, 2025; (iii) for equity awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for equity awards granted in prior years that vest in the year ended December 31, 2025, the amount equal to the change as of the vesting date (from the end of the prior fiscal year, December 31, 2024) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year ended December 31, 2025, a deduction for the amount equal to the fair value at the end of the prior fiscal year, December 31, 2024; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the year ended December 31, 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such year. Adjustments as provided in clauses (iii) and (v) are inapplicable.

The valuation assumptions used to calculate fair values did not materially differ from those used at the time of grant. The value of RSU awards is based on the fair value as of the end of the year ended December 31, 2025, or change in fair value during the year ended December 31, 2025, in each case based on the closing sale price of our common stock, as reported by the NYSE. The value of PSU awards is based on the fair value as of the end of the year ended December 31, 2025 or change in fair value during the year ended December 31, 2025, in each case based on the same methodology as used in our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025.

For detail on the amounts deducted from or added to the Summary Compensation Table total for each of our PEOs in determining compensation actually paid to each our PEOs for the years ended December 31, 2024, 2023, 2022 and 2021 see our 2025 and 2024 proxy statements.

       
Non-PEO NEO Average Total Compensation Amount $ 3,229,011 $ 1,597,293 $ 6,672,513 $ 5,909,713 $ 3,975,157
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,998,970 1,442,668 13,289,918 2,764,958 10,204,341
Adjustment to Non-PEO NEO Compensation Footnote
(6) Average compensation actually paid to our non-PEO NEO for the year ended December 31, 2025 consists of the following amounts deducted from and added to his Summary Compensation Table total for such year:
 

Non-PEO NEO

($)

Non-PEO NEO Summary Compensation Table Total for 2025 3,229,011
Deduct:  Stock-based awards(a) (1,476,226)
Add: Year-end fair value of equity awards granted during the year that are outstanding and unvested(b)

1,366,715

Add: Change in fair value of equity awards granted in prior years that are outstanding and unvested(c)

(130,433)

Add: Change in fair value of equity awards granted in prior years that vested during the year(d) (23,131)
Add: Value of dividend equivalents accrued on equity awards during the year(e) 33,034
Non-PEO NEO Compensation Actually Paid for 2025 2,998,970
(a) Represents the amount reported in the “Stock Awards” column in the Summary Compensation Table for the year ended December 31, 2025. No option awards were granted during the year ended December 31, 2025.
(b) Represents the year-end value of equity awards granted during the year ended December 31, 2025 that are outstanding and unvested as of the end of such year, December 31, 2025.
(c) Represents the amount of change as of the end of the year, December 31, 2025 (from the end of the prior fiscal year, December 31, 2024) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of such year, December 31, 2025.
(d) Represents the amount of change as of the vesting date (from the end of the prior fiscal year, December 31, 2024) in fair value of any equity awards granted in prior years that vested during the year ended December 31, 2025 including the value of dividend equivalents.
(e) Represents the dollar value of any dividends or other earnings paid on equity awards in the year ended December 31, 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such year.

Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for the year ended December 31, 2025 and include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the year ended December 31, 2025 that are outstanding and unvested as of the end of such year, December 31, 2025; (ii) the amount of change as of the end of the year ended December 31, 2025 (from the end of the prior fiscal year, December 31, 2024) in fair value of any equity awards granted in prior years that are outstanding and unvested as of the end of the year ended December 31, 2025; (iii) for equity awards that are granted and vest in the same year, the fair value as of the vesting date; (iv) for equity awards granted in prior years that vest in the year ended December 31, 2025, the amount equal to the change as of the vesting date (from the end of the prior fiscal year, December 31, 2024) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year ended December 31, 2025, a deduction for the amount equal to the fair value at the end of the prior fiscal year, December 31, 2024; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the year ended December 31, 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such year. Adjustments as provided in clauses (iii) and (v) are inapplicable.

The valuation assumptions used to calculate fair values did not materially differ from those used at the time of grant. The value of PSU awards is based on the fair value as of the end of the year ended December 31, 2025 or change in fair value during such year, in each case based on the same methodology as used in our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025. The value of RSU awards is based on the fair value as of the end of the year ended December 31, 2025 or change in fair value during the year, in each case based on the closing sale price of our common stock, as reported by the NYSE.

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

       
Compensation Actually Paid vs. Total Shareholder Return

The graph below compares the compensation actually paid to our PEO NEOs and the average compensation actually paid to our non-PEO NEOs, as reflected in the Pay Versus Performance table, to our total stockholder return (assuming reinvestment of dividends) for each of the past five fiscal years.

 

As demonstrated in the foregoing graph, the amount of compensation actually paid to our PEO NEOs and the average compensation actually paid to our non-PEO NEOs is generally aligned with our cumulative TSR over the five years presented in the graph. The alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards, the value of which is driven by changes in our stock price over the five-year period shown in the graph below. As described in more detail under “Compensation Discussion and Analysis,” approximately 55% of total target compensation awarded to our Executive Chairman and CEO was comprised of equity awards for 2025. We consider relative TSR as a contextual performance indicator and beginning in 2025, we have incorporated a TSR modifier into our long-term incentive program, and specifically the PSU awards, to further strengthen alignment with stockholder returns.

       
Compensation Actually Paid vs. Net Income

The graph below compares the compensation actually paid to our PEO NEOs and the average compensation actually paid to our non-PEO NEOs as reflected in the Pay Versus Performance table to our net income for each of the past five fiscal years.

 

       
Compensation Actually Paid vs. Company Selected Measure

The graph below compares the compensation actually paid to our PEO NEOs and the average compensation actually paid to our non-PEO NEOs as reflected in the Pay Versus Performance table to our adjusted pre-tax income for each of the past five fiscal years.

 

As demonstrated by the foregoing two graphs, the amount of compensation actually paid to our PEO NEOs and the average compensation actually paid to our non-PEO NEOs is generally aligned with our net income and our adjusted pre-tax income in each of the five years presented in the graph, although it is aligned, to some extent, with changes in our stock price given the significant portion of the compensation actually paid to our NEOs is comprised of equity awards, the value of which is driven by changes in our stock price. While we do not use net income as a performance measure in our overall executive compensation program, the performance measure of net income is correlated with the performance measures of adjusted EBITDA and adjusted pre-tax income, which we use when setting goals for our short-term incentive program and long- term incentive program, respectively. As described in more detail under “Compensation Discussion and Analysis,” we generally seek to incentivize creation of long-term stockholder value and, as a result, emphasize performance-based compensation elements, with superior performance resulting in above-market pay, and underwhelming performance resulting in below-market pay. For 2025, nearly 90% of total target compensation awarded to our PEO NEOs was comprised of performance-based compensation.

       
Total Shareholder Return Vs Peer Group

Our industry peer group for purposes of the stock performance graph in our annual report on Form 10-K for the year ended December 31, 2025 is the Dow Jones U.S. Select Home Construction Index.

The graph below compares the cumulative total stockholder return (assuming reinvestment of dividends) on $100 invested in each of our common stock and the Dow Jones U.S. Select Home Construction Index for the five-year period from December 31, 2020 to December 31, 2025.

 

Note that historical stock price performance is not indicative of future stock price performance.

       
Tabular List, Table

Financial Performance Measures

We used the financial performance measures below during 2025 to link compensation actually paid to our PEO NEOs and our non-PEO NEO to our Company performance.

PEO NEOs Non-PEO NEOs
Adjusted Pre-Tax Income Adjusted EBITDA
Adjusted EBITDA Revenue
Revenue Closings
Closings  
       
Total Shareholder Return Amount $ 145 176 216 117 188
Peer Group Total Shareholder Return Amount 184 193 188 111 150
Net Income (Loss) $ 147,600,000 $ 333,800,000 $ 259,200,000 $ 525,100,000 $ 498,500,000
Company Selected Measure Amount 263,200,000 492,000,000 376,800,000 724,400,000 665,700,000
Measure:: 1          
Pay vs Performance Disclosure          
Non-GAAP Measure Description
(10) Amounts reported represent the amount of adjusted pre-tax income, which is a non-GAAP financial measure that, for compensation purposes, is calculated by excluding executive bonus expense and other special expenses, such as acquisition-related expenses, purchase price adjustments, loss from debt extinguishment, impairments, abandonment of land contracts, and discontinued operations, from net income before income taxes, as applicable during any particular year. While we use several financial and non-financial performance measures for purposes of evaluating performance for our compensation programs, we have determined that adjusted pre-tax income is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) that we use to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance. A reconciliation of adjusted pre-tax income, as used for purposes of our LTI program, can be found in Appendix A to this proxy statement.
       
Dale Francescon [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 7,357,376 $ 11,904,168 $ 12,640,181 $ 11,243,467 $ 6,753,672
PEO Actually Paid Compensation Amount $ 1,632,177 $ 18,492,095 $ 30,579,943 $ 4,167,973 $ 21,042,937
PEO Name Dale Francescon Dale Francescon Dale Francescon Dale Francescon Dale Francescon
Robert J. Francescon [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 8,510,773 $ 11,898,234 $ 12,643,682 $ 11,243,467 $ 6,752,940
PEO Actually Paid Compensation Amount $ 2,863,302 $ 18,486,161 $ 30,583,444 $ 4,167,973 $ 21,042,205
PEO Name Robert J. Francescon Robert J. Francescon Robert J. Francescon Robert J. Francescon Robert J. Francescon
PEO | Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Pre-Tax Income        
PEO | Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
PEO | Measure:: 3          
Pay vs Performance Disclosure          
Name Revenue        
PEO | Measure:: 4          
Pay vs Performance Disclosure          
Name Closings        
PEO | Dale Francescon [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (4,086,941)        
PEO | Dale Francescon [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,667,171        
PEO | Dale Francescon [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,526,260)        
PEO | Dale Francescon [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,077,448)        
PEO | Dale Francescon [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 298,279        
PEO | Robert J. Francescon [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,622,119)        
PEO | Robert J. Francescon [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,278,329        
PEO | Robert J. Francescon [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,526,260)        
PEO | Robert J. Francescon [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,077,448)        
PEO | Robert J. Francescon [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 300,027        
Non-PEO NEO | Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-PEO NEO | Measure:: 2          
Pay vs Performance Disclosure          
Name Revenue        
Non-PEO NEO | Measure:: 3          
Pay vs Performance Disclosure          
Name Closings        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,476,226)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,366,715        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (130,433)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (23,131)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 33,034        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

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

We have not historically granted stock options or similar awards as part of our equity compensation programs. If stock options or similar awards are granted, our policy is to not grant such awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not to time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about our company or our securities, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to PSUs, RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. It is also our policy not to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Award Timing Method We have not historically granted stock options or similar awards as part of our equity compensation programs. If stock options or similar awards are granted, our policy is to not grant such awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not to time the public release of such information based on stock option grant dates.
Award Timing MNPI Considered true
Award Timing, How MNPI Considered In addition, it is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about our company or our securities, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to PSUs, RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. It is also our policy not to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true