Dale Francescon
Century CommunitiesAbout Dale Francescon
Dale Francescon (age 72) is Executive Chairman of Century Communities (CCS) and co-founded the company in 2002. He served as Co-Chief Executive Officer from August 2002 to January 2025, Chairman of the Board from April 2013 to January 2025, and has been a director since April 2013. He is a licensed attorney (inactive) and certified public accountant (inactive) with a B.S. in Business Administration (USC) and a J.D. (Loyola University School of Law) . Under his leadership, CCS achieved 22 consecutive profitable years; in 2024, revenue grew 19% to $4.4B and net income rose 29% to $333.8M, with adjusted EBITDA (as used for STI) exceeding the plan’s maximum ($573.8M vs. $519.3M max) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Century Communities | Executive Chairman | Jan 2025–Present | Leads succession transition, board-management liaison, long-term strategy, M&A support, governance agenda setting . |
| Century Communities | Co-Chief Executive Officer | Aug 2002–Jan 2025 | Co-founded CCS; scaled to national homebuilder with sustained profitability across cycles . |
| Century Communities | Chairman of the Board | Apr 2013–Jan 2025 | Oversaw board through IPO era and growth; transitioned to Executive Chairman as succession advanced . |
| Century Communities | Director | Apr 2013–Present | Board service continuity and strategic oversight . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current or past 5-year public company boards disclosed for Dale; overboarding policy permits up to 2 boards for executives . |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $979,167 | $1,000,000 | $1,000,000 |
| Stock Awards (Grant-Date Fair Value) | $4,540,509 | $4,565,181 | $4,635,798 |
| Non-Equity Incentive Plan Compensation (Annual Bonus) | $5,650,202 | $7,000,000 | $6,170,519 |
| All Other Compensation | $73,589 | $75,000 | $97,851 |
| Total | $11,243,467 | $12,640,181 | $11,904,168 |
2025 base pay changes:
| Role | 2024 Base Salary | 2025 Base Salary | Change |
|---|---|---|---|
| Executive Chairman (D. Francescon) | $1,000,000 | $900,000 | (10%) |
Perquisites:
- Automobile and cell phone allowance; life insurance premium reimbursements (reduced 20% for 2025); aircraft personal use permitted only with reimbursement at incremental per-hour cost per time-sharing agreements .
Performance Compensation
Short-Term Incentive (STI) – 2024 Plan and Outcomes
STI design emphasized profitability (Adjusted EBITDA) with company-level financial metrics.
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 |
|---|---|---|---|---|---|
| EBITDA, as adjusted | 60% | $424.9M | $472.1M | $519.3M | $573.8M |
| Revenue | 20% | $3.76B | $4.17B | $4.59B | $4.4B |
| Closings | 20% | 9,644 | 10,716 | 11,788 | 11,007 |
STI opportunity and payout:
- Target opportunity (2024): 350% of base salary; threshold 50% of target; maximum 200% of target .
- Actual payout for 2024 performance (paid Feb 2025): $6,170,519 for Dale .
2025 STI targets (in response to investor feedback):
- Executive Chairman target reduced to $2,450,000 (from $3,500,000 in 2024) .
Long-Term Incentives (LTI)
2024–2026 PSU program (granted mid-March 2024):
- 100% PSUs; payout based on 3-year cumulative adjusted pre-tax income; net shares subject to a one-year post-vesting hold .
- Target opportunity = 500% of base salary; initial target value $5,000,000; accounting fair value $4,635,798 due to holding period discount .
| PSU Award (2024–2026) | Threshold (50%) | Target (100%) | Above Target (200%) | Maximum (250%) |
|---|---|---|---|---|
| Dale Francescon – Shares | 28,188 | 56,376 | 112,752 | 140,940 |
2022–2024 PSU payout (certified Feb 5, 2025):
- Performance goal: 3-year cumulative adjusted pre-tax income; actual $1.593B (above max), payout at maximum .
- Shares delivered: 202,955 shares plus 7,885 dividend-equivalent shares; net shares subject to a one-year holding period .
| PSU Cycle | Threshold Goal | Target Goal | Max Goal | Actual | Dale Payout (Shares) |
|---|---|---|---|---|---|
| 2022–2024 | $996.0M | $1.106B | $1.328B | $1.593B | 202,955 + 7,885 DER |
2025 LTI program adjustments:
- 100% PSUs; performance mix now includes 3-year cumulative adjusted pre-tax income and 3-year cumulative revenue with a relative TSR modifier (−10% to +20% adjustment); 3-year mandatory post-vesting holding period for Executive Chairman .
- Target LTI value reduced to $4,200,000 for Executive Chairman (from $5,000,000 in 2024), with higher % reduction on fair value basis due to illiquidity discount .
No stock options are granted; repricing is prohibited .
Equity Ownership & Alignment
- Beneficial ownership and guideline compliance (as of Mar 1, 2025): Dale owns 6.5% of CCS; required stock ownership increased from 6x to 10x salary in March 2025; he is in compliance at 159x salary .
- Anti-hedging/anti-pledging policy; no short sales, derivatives, or pledging (subject to limited exceptions by compliance officer); post-vesting holding periods in place (3 years for Executive Chairman PSUs starting 2025) .
| Item | Status |
|---|---|
| Beneficial ownership | 6.5% of shares outstanding |
| Ownership guideline | 10x base salary (raised Mar 2025) |
| Compliance | Yes; 159x salary |
| Hedging/Pledging | Prohibited under policy |
| Post-vesting holding | 1-year (historical PSUs); 3-year for 2025+ PSUs (Exec Chair) |
Employment Terms
Key severance and change-in-control (CIC) economics (Executive Chairman):
- Double-trigger CIC; no excise tax gross-up (payments cut back if beneficial for after-tax) .
- Outside CIC: 2x base salary; 2x greater of average past 3-year bonus or current-year target; pro-rated current-year bonus (actual); target vesting for in-period performance awards (unless actual exceeds target per proration of goals); accelerated time-based awards; up to 18 months COBRA differential .
- In connection with CIC (6 months pre to 24 months post): 3x base salary; 3x greater of target or average bonus; pro-rated current-year bonus; equity vesting as above; up to 18 months COBRA differential .
Illustrative potential payments as of Dec 31, 2024 (CCS $73.36 close):
| Component | Termination Without Cause/Good Reason (Outside CIC) | Termination Without Cause/Good Reason (In CIC) | Death/Disability |
|---|---|---|---|
| Severance Pay | $2,000,000 | $3,000,000 | — |
| Incentive Pay | $10,408,797 | $15,613,196 | — |
| PSU Vesting (Value) | $18,416,074 | $18,416,074 | $18,416,074 |
| Other Benefits (COBRA) | $39,891 | $39,891 | $39,891 |
Notes:
- If equity is not assumed in a CIC, RSUs (for holders) vest immediately; PSUs vest based on actual (2023–2025) and target (2024–2026) performance valuations as specified .
- Employment agreements include post-termination restrictive covenants (confidentiality; competition/solicitation limitations) .
Clawback policy: Mandatory recoupment upon financial restatement affecting incentive metrics, compliant with SEC/NYSE rules .
Retirement/Deferred comp: 401(k)-type defined contribution plan only; no pension, SERP, or nonqualified deferred compensation .
Board Governance
- Board Service and Roles: Director since 2013; Chairman 2013–Jan 2025; Executive Chairman since Jan 2025; not independent (brother of CEO); no committee service as an employee director .
- Dual-role implications: Executive Chairman role balanced by a Lead Independent Director (Keith R. Guericke) and independent committee chairs; board cites this structure as providing leadership continuity with independent oversight .
- Committee structure and leadership: Independent chairs lead Audit (Elisa Zúñiga Ramírez), Compensation (James M. Lippman), and Nominating/Governance (John P. Box) .
- Board function and process: Six board meetings in 2024; all directors met ≥75% attendance; independent directors meet in executive sessions without management .
- Independence: Five of seven directors are independent; Dale and Robert Francescon are not .
Director compensation context (Dale receives no fees as an employee director):
- Non-employee director program: $80,000 board retainer; chair/member retainers (Audit Chair $15,000; Audit member $11,000; Comp Chair $12,500; Comp member $10,000; N&G Chair $10,000; N&G member $10,000); $175,000 annual stock award granted at AGM; no meeting fees; equity fully vested at grant; no options .
Say-on-Pay and shareholder feedback:
- Say-on-pay support: 72% in 2024 vs 93% (2023), 98% (2022/2021); company reduced Executive Chairman pay opportunities for 2025, increased ownership multiples to 10x, added 3-year holding and a TSR modifier to PSUs, and created Lead Independent Director .
Compensation committee and peer benchmarking:
- Comp Committee members are independent; WealthPoint serves as independent advisor; target pay at 50th percentile; LTI targeted slightly above median given 100% performance-vested equity; disclosed homebuilder peer group (e.g., PulteGroup, Toll Brothers, Meritage, KB Home, NVR, Tri Pointe, LGI, etc.) .
Performance Compensation (Detailed Tables)
2024 STI Payout
| Item | Dale Francescon |
|---|---|
| Threshold Payout | $1,750,000 |
| Target Payout | $3,500,000 |
| Maximum Payout | $7,000,000 |
| Actual Payout (Feb 2025) | $6,170,519 |
2025 Target Opportunities
| Element | 2024 Target | 2025 Target | Change |
|---|---|---|---|
| Base Salary | $1,000,000 | $900,000 | (10%) |
| STI Target | $3,500,000 | $2,450,000 | (30%) |
| LTI Target | $5,000,000 | $4,200,000 | (16%)/(20% on fair value) |
Equity Ownership & Alignment (Additional Detail)
| Metric | Value |
|---|---|
| CEO Pay Ratio (each PEO in 2024) | 101:1 vs median employee |
| Stock ownership guidelines (NEOs) | Exec Chair/CEO 10x salary; CFO 3x; all in compliance |
| Anti-hedging/pledging | Prohibited; updated insider trading policy in 2024 |
Employment Terms (Additional Detail)
| Provision | Outside CIC | In Connection with CIC |
|---|---|---|
| Salary multiple | 2x base salary | 3x base salary |
| Bonus multiple | 2x greater of avg last 3 years or current target | 3x greater of avg last 3 years or current target |
| Pro-rata current-year bonus | Yes (actual performance) | Yes (actual performance) |
| Equity acceleration | Target vest for in-period PSUs (unless actual exceeds target per proration); full vest for time-based; special treatment if awards not assumed | Same |
| COBRA differential | Up to 18 months | Up to 18 months |
| Excise tax | Cut-back to avoid 4999 excise tax; no gross-up |
Investment Implications
- Alignment signals: 100% PSU LTI with expanded absolute+relative metrics and a 3-year post-vesting hold (for Dale) materially tightens saleable float from executive awards and strengthens alignment; ownership guideline raised to 10x salary with Dale at 159x indicates deep skin-in-the-game .
- Overhang/supply watch: The 2022–2024 PSUs paid at maximum (210,840 shares including DER for Dale) are subject to a one-year post-vest hold ending in 2026; monitor potential supply as holding periods roll off alongside policy constraints on hedging/pledging .
- Governance trajectory: Transition from Co-CEO to single CEO with Dale as Executive Chairman, addition of a Lead Independent Director, reduced Executive Chairman pay opportunities, and majority-vote standard should improve governance optics after the 72% say-on-pay in 2024; continued investor outreach and TSR-modified PSU design address prior pay-for-performance concerns .
- Risk controls: Double-trigger CIC without gross-ups, mandatory clawback, and anti-hedging/pledging guardrails reduce compensation-related risk; family relationship between Executive Chairman and CEO and non-independence are partially mitigated by independent leadership roles and executive sessions .
2024 performance context: CCS delivered $4.4B revenue (+19% y/y), $333.8M net income (+29%), record deliveries (11,007), and 23.3% adjusted homebuilding gross margin (up 80 bps), supporting above-plan incentive outcomes and validating performance-oriented pay .