James M. Lippman
Century CommunitiesAbout James M. Lippman
James M. Lippman (age 67) is an independent director of Century Communities (CCS) serving since 2013; he currently chairs the Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees . He founded JRK Property Holdings in 1991 and is its Chairman and Founder (former CEO until February 2023), with prior experience trading equities, options, and commodities for proprietary accounts on Wall Street; he is a past Chairman of the Board at Cedars-Sinai Medical Center and currently a trustee of Union College . The Board has determined he is independent under NYSE and SEC rules and he qualifies as an “audit committee financial expert” alongside other Audit members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JRK Property Holdings | Chairman & Founder; former CEO | Founded 1991; CEO until Feb 2023 | Built JRK into a national leader in multifamily; ranked top 25 owner/manager by NMHC and top 27 by Multifamily Executive |
| Wall Street (proprietary trading) | Trader (equities/options/commodities) | Not disclosed | Financial markets expertise, risk management perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cedars-Sinai Medical Center | Past Chairman of the Board | Not disclosed | Healthcare governance and oversight experience |
| Union College | Trustee | Current | Higher-education governance |
Board Governance
- Independence: The Board determined five of seven directors are independent; Lippman is independent under SEC/NYSE rules .
- Committees: Compensation Committee Chair; member of Audit and Nominating & Corporate Governance .
- Audit financial expert: Board determined that Ms. Zúñiga Ramírez and Messrs. Guericke, Box, and Lippman meet the “audit committee financial expert” definition .
- Attendance: Board met six times in 2024; all directors attended at least 75% of Board and relevant committee meetings and attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session, typically at regular Board/committee meetings, chaired by Lead Independent Director or committee chairs .
- Leadership: Lead Independent Director is Keith R. Guericke; independent committee chairs include Lippman (Compensation) .
- Majority vote/resignation policy: CCS uses a majority vote standard in uncontested director elections with mandatory resignation if not achieving a majority .
- Overboarding compliance: Directors limited to 4 public boards (if not a public company executive); Lippman serves on 0 other public company boards and complies with policy .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board retainer (cash) | 80,000 | Program retainer |
| Audit Committee member retainer | 11,000 | Program rate |
| Compensation Committee member retainer | 10,000 | Program rate |
| Compensation Committee chair premium | 12,500 | Program rate; Lippman is Chair |
| Nominating & Corp. Gov. member retainer | 10,000 | Program rate |
| Total cash fees paid | 123,500 | Matches Summary Director Compensation Table |
| Annual stock award (grant-date fair value) | 175,041 | Fully vested; 2,113 shares granted on May 8, 2024 |
| Total director compensation | 298,541 | Cash plus stock award |
| Perquisites | 0 | CCS provides no director perquisites |
Program mechanics:
- Equity grants are fully vested on grant date and sized at $175,000 divided by the grant-date closing price (2,113 shares on May 8, 2024) .
- Cash retainers are typically paid in advance; meeting fees are not paid (attendance expected) .
- Annual director compensation cap: $1.0 million (up to $1.5 million for Chair/Lead Independent Director or initial service year) under the 2022 Omnibus Plan .
Performance Compensation
As Compensation Committee Chair, Lippman oversees CCS’s pay-for-performance architecture for executives. The 2024 Short-Term Incentive (STI) metrics and outcomes were:
| Metric | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Revenue ($ billions) | 3.76 | 4.17 | 4.59 | 4.40 |
| Adjusted EBITDA ($ millions) | 424.9 | 472.1 | 519.3 | 573.8 |
| Closings (homes) | 9,644 | 10,716 | 11,788 | 11,007 |
2024 Co-CEO STI payout calibration delivered $6.17 million to each Co-CEO based on above-target performance, with adjusted EBITDA exceeding maximum . Long-term incentives were 100% PSUs tied to three-year cumulative adjusted pre-tax income; the 2022–2024 PSU cycle paid at maximum with three-year adjusted pre-tax income of $1.593 billion .
2025 program changes in response to investor feedback include reduced target pay, 100% PSUs with a TSR modifier, and longer post-vesting holding periods (3 years for Executive Chairman/CEO) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None |
| Committee roles elsewhere | Not disclosed in proxy |
| Interlocks/conflicts | None disclosed under Item 404; Compensation Committee interlocks indicate no relationships requiring disclosure |
Expertise & Qualifications
- Real estate operating leadership as JRK founder/Chairman; scaled national multifamily portfolio; market relationships across the sector .
- Financial management and capital markets experience, including Wall Street trading background .
- Audit committee financial expert designation; financial literacy affirmed by Board .
- Non-profit governance (Cedars-Sinai) and higher-education governance (Union College) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James M. Lippman | 37,771 | <1% | As of March 10, 2025; percent of class <1% based on 30,651,555 shares |
Ownership alignment:
- Stock ownership guidelines for directors: 5x annual cash retainer; all directors are in compliance (guidelines include 100% net share retention until compliance) .
- Hedging/pledging prohibitions: CCS prohibits hedging, short sales, publicly traded options, and pledging of Company securities, except limited exceptions approved by compliance officer; applies to directors .
- Director equity grants are fully vested and unrestricted (no unvested director stock awards at year-end) .
Governance Assessment
- Strengths: Independent director with deep sector and financial expertise; chairs Compensation Committee; designated audit committee financial expert; strong attendance; adheres to robust ownership guidelines; CCS maintains majority voting, clawback, ban on hedging/pledging, and annual say-on-pay; clear responsiveness to 2024’s 72% say-on-pay with program changes (reduced pay, TSR modifier, longer holding) .
- Pay oversight signals: 2024 STI and LTI were strictly goal-based with non-GAAP metrics reconciled; 2022–2024 LTI paid at maximum on exceptional performance; 2025 introduces relative TSR to reduce one-metric concentration risk and lengthens holding periods for better alignment .
- Potential risks/flags: 2024 say-on-pay support at 72% is below typical peers, though CCS engaged extensively and made material changes; board tenure is 11 years which can raise refreshment concerns, partly mitigated by recent additions (Arvielo 2021, Zúñiga Ramírez 2023) and rotation of Audit Chair .
- Related party exposure: No related party transactions disclosed involving Lippman; broader Company-related party disclosure limited to an executive family member outside Lippman’s purview .
- Overboarding/conflicts: No other public company boards; complies with CCS overboarding policy; JRK role presents industry adjacency but no transactions with CCS disclosed .
Director Compensation (Detail)
| Year | Cash Fees ($) | Stock Awards ($) | Shares Granted | Total ($) |
|---|---|---|---|---|
| 2024 | 123,500 | 175,041 | 2,113 (May 8, 2024) | 298,541 |
Program schedule:
- Board retainer $80,000; committee chair/member retainers/premiums as listed; equity award $175,000 annually; no meeting fees; no director perquisites .
Committee Oversight Notes (Compensation Committee)
- Consultant: WealthPoint, LLC retained as independent external compensation consultant; no other services to CCS .
- Peer group: 15 homebuilders/manufactured housing peers used for market positioning (e.g., KB Home, PulteGroup, Toll Brothers, NVR); CCS targeted market median fixed pay and performance-based upside/downside .
- Risk controls: Double-trigger CIC, clawback policy compliance with SEC/NYSE rules, no tax gross-ups, anti-hedging/pledging, annual say-on-pay .
Attendance and Meetings (Committee-level)
| Committee | 2024 Meetings | Notes |
|---|---|---|
| Audit | 7 | Financial literacy and expert designations; cybersecurity oversight including Kroll engagement |
| Compensation | 5 | Succession planning and human capital oversight; consultant WealthPoint |
| Nominating & Corporate Governance | 4 | ESG oversight and board refreshment/diversity policies |
Other Signals
- Lead Independent Director role formalized in March 2025; strengthened independent voice .
- Majority vote with resignation policy enhances accountability in director elections .
Overall, Lippman’s committee leadership and financial expertise support board effectiveness, with clear investor-centric changes to compensation design post-2024; no disclosed conflicts or insider red flags associated with him, and strong ownership/anti-hedging alignment policies in place .