Keith R. Guericke

About Keith R. Guericke

Keith R. Guericke is an independent director of Century Communities, Inc. (CCS), serving since 2013; he is 76 years old. He has extensive public company leadership experience and real estate industry expertise, including accounting and finance credentials, anchored by his long tenure at Essex Property Trust, Inc. . He is deemed independent under SEC and NYSE standards, with the Board affirming a majority-independent composition excluding the two executive co-founders . In 2024, the Board held six meetings; all directors (including Mr. Guericke) attended at least 75% of combined Board and committee meetings and attended the May 8, 2024 Annual Meeting .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all but the two executive co-founders are independent; Mr. Guericke is listed as independent and serves on Audit, Compensation, and Nominating & Corporate Governance committees .
• Committee roles: He served as Audit Committee Chair for FY2024 (signed the Audit Committee Report), with a recent transition where Elisa Zúñiga Ramírez replaced him as Chair; Mr. Guericke remains a committee member across all three standing committees .
• Attendance and engagement: Board held six meetings in 2024; all directors attended at least 75% of combined Board/committee meetings and attended the May 8, 2024 Annual Meeting .
• Executive sessions: Independent directors meet in executive session without management, chaired by the Lead Independent Director or independent committee chair, enhancing oversight independence .
• Board self-evaluation: Annual Board and committee self-evaluations overseen by the Nominating & Corporate Governance Committee to drive action items and effectiveness improvements .
• Overboarding policy: The company monitors external board commitments; all directors comply with CCS’s overboarding policy. Mr. Guericke serves on one other public board (Essex) .

Fixed Compensation

• Director compensation program (2024): Board retainer $80,000; committee chair/member retainers (Audit Chair $15,000; Audit Member $11,000; Comp Chair $12,500; Comp Member $10,000; Nominating Chair $10,000; Nominating Member $10,000); annual stock award $175,000; cash paid typically in advance; equity awards granted on the annual meeting date and fully vested at grant .

Performance Compensation

• No performance metrics apply to non-employee director equity awards; CCS does not grant options to directors; no perquisites or meeting fees; emphasis on equity for alignment; immediate vesting supports independence .

Other Directorships & Interlocks

• Interlocks/conflicts: Compensation Committee members (including Mr. Guericke) have no relationships requiring Item 404 disclosure; none have been officers/employees of the Company; no reciprocal committee interlocks involving CCS executives disclosed .

Expertise & Qualifications

• Public company leadership and governance experience, including Essex CEO tenure and long-standing directorship .
• Real estate industry expertise across investment strategy, portfolio expansion, and supply-constrained markets .
• Accounting and finance expertise rooted in early career at Kenneth Leventhal & Company and recognized by CCS as relevant skills for oversight .

Equity Ownership

• Stock ownership guidelines for directors: 5x annual cash retainer; directors have five years to reach targets; all directors and NEOs are in compliance, subject to timing and exceptions .
• Equity breakdown: Directors held no unvested stock awards and no stock options as of December 31, 2024; RSU grants to directors vest immediately .
• Insider trading policy: Prohibits short sales, hedging, publicly traded options, and pledging except in permitted circumstances; margin holding restrictions and limits on standing orders further mitigate misalignment risks .

Governance Assessment

• Strengths: Independent status; multi-committee service and prior Audit Chair role signal deep engagement; signed Audit Committee Report for 2024 reflecting oversight of financial reporting and auditor independence; robust anti-hedging/anti-pledging policy; stock ownership guidelines with confirmed compliance enhance alignment .
• Compensation alignment: Mix emphasizes equity with immediate vesting and fixed value; no options and no perquisites; transparent program overseen by independent Compensation Committee using an external consultant (WealthPoint) .
• Conflicts/overboarding: One external public board (Essex) within policy limits; Compensation Committee interlocks/related-party relationships not present; ongoing annual governance evaluations and executive sessions support Board effectiveness .
• Watch items: Transition of Audit Chair role to Elisa Zúñiga Ramírez in early 2025—continuity risk appears mitigated by maintaining experienced committee membership; no specific attendance percentage beyond “≥75%” disclosed .