Elisa Zúñiga Ramírez
About Elisa Zúñiga Ramírez
Elisa Zúñiga Ramírez is 56, has served as an independent director of Century Communities, Inc. since 2023, and is currently the Audit Committee Chair. She has 30+ years in institutional investing, retired in 2020, is a CFA charterholder and NACD Certified Director; her board credentials emphasize finance, audit, ESG, and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Segall Bryant & Hamill | Principal and Senior Portfolio Manager | Retired 2020 | Institutional investing leadership; sector coverage incl. Consumer Cyclicals and Homebuilders |
| Denver Investments LLC | Partner and Senior Portfolio Manager | Not disclosed | Institutional investing leadership |
External Roles
| Organization | Role | Committees/Impact | Notes |
|---|---|---|---|
| Peoples Financial Services Corporation | Independent Director | Chair of ESG Committee; Audit Committee member | Current |
| Trust for Professional Managers (U.S. Bancorp Master Series Trust) | Independent Director | Audit Committee member | ~$28B trust per 2025 proxy |
Board Governance
- Independence: The Board determined all but two directors are independent under SEC/NYSE standards; Elisa is listed as independent in the director slate .
- Executive sessions: Independent directors meet in executive session, typically adjacent to regular meetings .
| Governance Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Audit Committee | Member | Member | Chair |
| Compensation Committee | — | — | — |
| Nominating & Corporate Governance | — | — | — |
| Board meetings held | 5 | 6 | Not disclosed |
| Attendance (Board+committees) | ≥75% for all directors | ≥75% for all directors; all attended the May 8, 2024 annual meeting | Not disclosed |
- Audit Committee expertise and independence: Board determined all Audit members are financially literate; Elisa (Chair) and Messrs. Guericke, Box, Lippman are “audit committee financial experts.” Audit Committee retained Kroll LLC for cybersecurity oversight; held 7 meetings in 2024; all members meet heightened NYSE independence criteria .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $19,197 | $91,000 |
Director Compensation Program (non-employee directors):
- Board Member Retainer: $80,000
- Audit Chair Premium: $15,000
- Audit Committee Member Retainer (including Chair): $11,000
- Compensation Chair Premium: $12,500; Member Retainer: $10,000
- Nominating Chair Premium: $10,000; Member Retainer: $10,000
- No meeting fees; no perquisites
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | $98,274 | $175,041 |
| Grant Date | Oct 16, 2023 (initial, prorated) | May 8, 2024 (annual meeting) |
| Shares Granted | 1,582 | 2,113 |
| Vesting | Fully vested on grant | Fully vested on grant |
| Options Granted | None | None |
Program design notes:
- Annual stock award value: $175,000; shares determined at grant-date close; immediate vesting supports independence .
- Emphasis on equity in compensation mix; no options are granted to directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Peoples Financial Services Corporation | Independent Director; Chair ESG; Audit member | None disclosed with CCS; industry distinct (banking vs homebuilding) |
| Trust for Professional Managers | Independent Director; Audit member | None disclosed |
- Compensation Committee interlocks: None requiring disclosure under Item 404; no CCS officers serve on other entities’ comp committees with reciprocal relationships .
Expertise & Qualifications
- 30+ years institutional investing; sector coverage includes Consumer Cyclicals and Homebuilders .
- CFA charterholder; NACD Certified Director; Boardbound program graduate .
- Financial/accounting, capital markets, governance, and ESG expertise highlighted by the Board .
Equity Ownership
| Metric | 2023 (as of Mar 11, 2024) | 2024/2025 (as of Mar 10, 2025) |
|---|---|---|
| Shares Beneficially Owned | 1,582 | 3,695 |
| Percent of Class | <1% (“*”) | <1% (“*”); 30,651,555 shares outstanding baseline |
Ownership alignment policies:
- Stock ownership guideline for non-employee directors: 5x annual cash retainer; five-year compliance window; all directors and named executive officers are in compliance under policy framework .
- Anti-hedging and anti-pledging policy prohibits short sales, hedging, publicly traded options; pledging generally prohibited except limited cases per compliance officer; governance highlights emphasize hedging/pledging prohibitions .
Governance Assessment
- Audit leadership and financial expertise: Elevation to Audit Committee Chair with “financial expert” designation and use of an external cybersecurity advisor (Kroll) strengthen financial reporting and risk oversight; 7 audit meetings in 2024 indicate active engagement .
- Independence and attendance: Independent status affirmed under SEC/NYSE rules; attendance thresholds met, with full annual meeting participation in 2024—supports board effectiveness .
- Compensation alignment: Director pay structure emphasizes equity with immediate vesting and no meeting fees or options; 2024 total for Elisa was $266,041 (cash $91,000; equity $175,041), consistent with policy and peer-reviewed program; no perquisites .
- Ownership alignment: Formal 5x retainer guideline with retention requirements; beneficial ownership increased from 1,582 to 3,695 shares across the period; company states directors are in compliance considering policy parameters .
- Related-party and interlocks: No Item 404 compensation committee interlocks; Audit Committee oversees related-party approvals; no director-specific related transactions disclosed for Elisa in the proxies reviewed .
- RED FLAGS: None observed in filings—no meeting fee incentives, no options, no perquisites, anti-hedging/pledging policy, and sustained independence; continued monitoring warranted for any future related-party disclosures or changes in director equity design .