John P. Box
Century CommunitiesAbout John P. Box
Independent director of Century Communities (CCS), age 78, serving since 2014. He chairs the Nominating & Corporate Governance Committee and is a member of both the Audit and Compensation Committees, with the Board designating him as an “audit committee financial expert.” His background is in commercial real estate leadership, including his current role as Regional Chairman at Newmark Group since 2013; prior CEO/owner roles at Frederick Ross Company (1988–2012) and ARA (2002–2014). Independence affirmed under SEC/NYSE standards; Board attendance thresholds met in 2024; attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frederick Ross Company | President & CEO, Owner | 1988–2012 | Led diversification into brokerage, consulting, property management; top commercial sales awards (Denver REALTORS®) |
| ARA (Apartment Realty Advisors) | CEO & Principal Owner | 2002–2014 | Grew Denver’s largest multifamily brokerage; market relationships |
| Regis University | Board Chair; Life Trustee | Chair 2004–2010; Life Trustee current | Governance leadership; education/community engagement |
| ONCOR International | Former Board Chair | Not specified (former) | Global real estate affiliation governance |
| Industry recognition | Honorary Dean (DU Franklin L. Burns School); NAIOP President’s Award | 2001–2002 | Real estate community contributions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Newmark Group, Inc. | Regional Chairman | Jan 2013–present | Global commercial real estate platform |
| Regis University | Life Trustee | Current | Former Board Chair (2004–2010) |
| ONCOR International | Former Board Chair | Former | Worldwide real estate affiliation |
| Other public company boards | None | — | No current or past 5-year public company boards |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair). The Audit Committee held 7 meetings in 2024; Nominating & Corporate Governance held 4; Compensation held 5. Board held 6 meetings in 2024; all directors met the ≥75% attendance requirement and attended the 2024 annual meeting.
- Independence: Board determined he is independent under SEC/NYSE standards; Audit Committee members meet heightened independence criteria; Box designated as audit committee financial expert.
- Executive sessions: Independent directors meet in executive session, typically alongside regular Board/committee meetings.
- Lead Independent Director framework: Board leadership includes independent committee chairs; Lead Independent Director role in place; Box chairs Nominating & Governance.
Fixed Compensation
- Non-employee director pay structure (2024): Cash board retainer $80,000; Audit member retainer $11,000; Compensation member retainer $10,000; Nominating & Corporate Governance member retainer $10,000; Nominating Chair premium $10,000; no meeting fees; no perquisites.
- Box’s 2024 cash fees total: $121,000 (sum of the above), consistent with program.
| Component (2024) | Amount ($) |
|---|---|
| Board Retainer | 80,000 |
| Audit Committee Member Retainer | 11,000 |
| Compensation Committee Member Retainer | 10,000 |
| Nominating & Corp. Gov. Member Retainer | 10,000 |
| Nominating & Corp. Gov. Chair Premium | 10,000 |
| Total Cash Fees | 121,000 |
Performance Compensation
- Director equity: Annual stock award of $175,000, granted May 8, 2024, immediately vested (2,113 shares); no options granted; no performance conditions on director equity; no perquisites.
- Director stock ownership guideline: 5x annual Board cash retainer; immediate vesting intended to support director independence.
| Equity Award Detail (2024) | Data |
|---|---|
| Grant date | May 8, 2024 |
| Shares granted | 2,113 |
| Grant date fair value | $175,041 |
| Vesting | Immediate; unrestricted |
| Options | None; no director options outstanding |
- Executive pay-for-performance context overseen by Compensation Committee (relevant to governance):
- 2024 STI metrics/goals: Adjusted EBITDA (60%), Revenue (20%), Closings (20); targets set vs. 2023 actuals (+9.5%, +13%, +12% respectively). Actuals: EBITDA exceeded maximum, Revenue/Closings between target and maximum.
| 2024 STI Metrics (Executives) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 424.9 | 472.1 | 519.3 | 573.8 |
| Revenue ($bn) | 3.76 | 4.17 | 4.59 | 4.40 |
| Closings (units) | 9,644 | 10,716 | 11,788 | 11,007 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None (current or past 5 years) |
| Overboarding policy compliance | Directors comply; Box listed with 0 other boards |
| Compensation Committee interlocks | None requiring Item 404 disclosure; members (including Box) have no such relationships |
Expertise & Qualifications
- Real estate operating leadership and broad industry relationships; recognized by University of Denver and NAIOP for contributions; governance experience at Regis University and ONCOR.
- Audit committee financial expert designation; all Audit Committee members financially literate.
- Board skills matrix includes governance, strategic planning, financial/accounting among desired attributes; Box tenure shown among nominees.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 45,127 |
| Percent of class | <1% (asterisk denoting <1%) |
| Record date for calculation | March 10, 2025 (30,651,555 shares outstanding) |
| Unvested director stock awards at 12/31/2024 | None (director grants fully vested) |
| Options held | None |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for insiders (limited exceptions via Compliance Officer) |
Governance Assessment
- Committee leadership and independence: Box chairs Nominating & Corporate Governance and serves on Audit and Compensation, with audit financial expert status—supports board effectiveness and oversight of ESG, cyber, and HCM mandates described in committee charters.
- Attendance/engagement: Board met 6 times in 2024; all directors met ≥75% attendance and attended annual meeting, indicating engagement.
- Director pay alignment: Cash/equity mix emphasizes equity; immediate vesting supports independence; no options or perqs; cash fees reflect committee responsibilities; ownership guideline at 5x cash retainer.
- Potential conflicts: No Item 404 related-party transactions for Compensation Committee members; quarterly Audit Committee review of related-party matters; director conflict approvals require disinterested independent director vote.
- Shareholder signals: Say-on-pay support fell to 72% in 2024 from 93% in 2023 and ~96% prior 3-year average; Board/Comp Committee engaged and implemented changes (stock ownership guideline increases for executives, reduced pay opportunities, TSR modifier in PSUs, longer holding periods).
- Red flags: None disclosed for Box on attendance, related-party transactions, pledging, or overboarding; note advanced age (78) and long tenure (since 2014) balanced by Board refreshment actions and continued independence.