Robert J. Francescon
Century CommunitiesAbout Robert J. Francescon
Robert J. Francescon is Chief Executive Officer and President of Century Communities (CCS) and has served on the Board since April 2013; he became sole CEO effective January 1, 2025 after serving as Co-CEO since 2002. He holds a B.S. in Business Administration from the University of Southern California and previously held management roles at financial institutions including thrifts and the Federal Home Loan Mortgage Corporation; he is age 67 and co-founded Century with his brother, Dale, guiding 22 consecutive profitable years through multiple housing cycles . Under his leadership, 2024 results included $4.4 billion in revenue (+19% YoY), $333.8 million in net income (+29% YoY), and record book value per share of $84.65; operational records included 11,007 home deliveries (+15% YoY) and 322 selling communities (+28% YoY) . The Board refreshed governance, increased dividends to $0.29 per share in early 2025, and expanded the credit facility to $900 million (maturing November 2028), supporting growth and capital returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Century Communities, Inc. | Co-Chief Executive Officer | 2002–2024 | Co-founded Century; led expansion to 45+ markets and 22 consecutive profitable years . |
| Century Communities, Inc. | President | 2013–present | Oversaw acquisition, financing, development, construction and sales across segments . |
| Century Communities, Inc. | Chief Executive Officer | 2025–present | Transitioned to sole CEO; succession completed while maintaining performance focus and governance enhancements . |
| Various financial institutions (incl. Freddie Mac) | Management roles | n/a | Brought financing and capital markets experience to homebuilding leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | CCS discloses no other current public company boards for Robert; overboarding policy limits executive directors to two boards . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | 979,167 | 1,000,000 | 1,000,000 | 1,000,000 (no increase) |
| Perquisites ($) | 73,589 | 78,501 | 91,917 | 2025 reductions: auto/cell and life insurance reimbursements cut by 20% |
| Notes | Salary targeted around peer median; no guaranteed increases | — | — | Employee aircraft time-sharing agreements require reimbursement at incremental cost per hour . |
Performance Compensation
Annual Cash Bonus (STI) – 2024
- Design: Variable cash, based on Company metrics; 60% Adjusted EBITDA, 20% Revenue, 20% Closings; targets set off the Board-approved 2024 plan, with threshold -10% and max +10% vs target .
- Actual 2024 performance exceeded maximum for Adjusted EBITDA and landed between target and maximum for Revenue and Closings .
| Metric | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 424.9 | 472.1 | 519.3 | 573.8 |
| Revenue ($bn) | 3.76 | 4.17 | 4.59 | 4.40 |
| Closings (units) | 9,644 | 10,716 | 11,788 | 11,007 |
| 2024 STI Opportunity | Threshold | Target | Maximum | 2024 Actual Payout ($) |
|---|---|---|---|---|
| Robert J. Francescon | 50% of target | 350% of base salary | 200% of target | 6,170,519 |
Long-Term Incentives (PSUs)
- Program design: 100% PSUs for CEO; 3-year cumulative adjusted pre-tax income goals; net shares subject to mandatory holding periods (one year for 2024 awards; extended to three years for new 2025 awards). 2025 program adds absolute revenue and a relative TSR modifier (+20%/-10%) to better align with shareholder value .
| PSU Cohort | Threshold (#) | Target (#) | Above Target (#) | Maximum (#) | Grant Date FV ($) | Holding Period |
|---|---|---|---|---|---|---|
| 2024–2026 (granted 3/13/24) | 28,188 | 56,376 | 112,752 | 140,940 | 4,635,798 | 1-year post-vesting |
| 2022–2024 (paid) | — | 81,182 | 162,364 | 202,955 (max) | $5,000,000 (at grant) | 1-year post-vesting; +7,885 dividend equivalents; payout certified Feb 5, 2025 . |
Outstanding Awards at 12/31/2024 (Unvested/Unearned)
| Award | Units (#) | Market/Payout Value ($) |
|---|---|---|
| 2023–2025 PSU (max run-rate) | 194,156 | 14,243,284 (at $73.36; includes dividend equivalents) |
| 2024–2026 PSU (threshold disclosure basis) | 28,441 | 2,086,400 (at $73.36; includes dividend equivalents) |
Multi-Year Compensation Summary (NEO totals)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 979,167 | 4,540,509 | 5,650,202 | 73,589 | 11,243,467 |
| 2023 | 1,000,000 | 4,565,181 | 7,000,000 | 78,501 | 12,643,682 |
| 2024 | 1,000,000 | 4,635,798 | 6,170,519 | 91,917 | 11,898,234 |
Equity Ownership & Alignment
| Metric (as of Mar 1, 2025 unless noted) | Value |
|---|---|
| Beneficial ownership (shares) | 1,706,210; includes 348,417 directly, 250,000 in Roth IRA, 887,793 via RJF Century, LLC, and 220,000 via Nicholas R. Francescon 2020 Trust (sole trustee) . |
| Ownership (%) | 5.6% of 30,651,555 shares outstanding . |
| Stock ownership guideline | 10x base salary; CEO in compliance at 130x . |
| Hedging/pledging | Company prohibits hedging and pledging for NEOs; updated insider trading policy filed with 10-K . |
| Holding periods | PSUs: 1-year (historical); increased to 3-year mandatory post-vesting for CEO beginning with 2025 grants . |
Employment Terms
- Agreement: Amended and restated employment agreement (initial 5-year term to Jan 1, 2030; auto one-year renewals), with confidentiality, non-competition, and non-solicitation provisions; January 1, 2025 amendments removed “retirement” provisions and allow part-time strategic advisor option .
- Severance (outside change-in-control): lump sum 2x base salary and 2x greater of average last 3-year bonus or current target; prorated bonus for year of termination; immediate vesting of performance awards for in-progress period at target unless actual exceeds target (no service proration); immediate vesting of time-based awards; 18 months company-paid portion of COBRA .
- Severance (double-trigger change-in-control): lump sum 3x base salary and 3x greater of average last 3-year bonus or current target; plus prorated bonus; equity acceleration subject to plan terms; 280G cutback (no excise tax gross-up) if beneficial on net after tax basis .
| Scenario (assumes 12/31/2024 and $73.36 stock price) | Severance Pay ($) | Incentive Pay ($) | PSU Vesting ($) | Other Benefits ($) |
|---|---|---|---|---|
| Termination without Cause / Good Reason (outside CoC) | 2,000,000 | 10,408,797 | 18,416,074 | 53,755 |
| Termination without Cause / Good Reason (in CoC window) | 3,000,000 | 15,613,196 | 18,416,074 | 53,755 |
Related agreements and policies:
- Change-in-control treatment under omnibus plans defaults to double-trigger for continued/assumed awards; if not continued/assumed, performance awards vest based on actual to date and pay out within 30 days; time-based restrictions lapse .
- Personal aircraft use governed by time-sharing agreements requiring reimbursement at incremental per-hour costs; subject to company priority and approvals .
- Clawback policy: mandatory recovery of incentive compensation upon restatements; compliant with SEC/NYSE rules .
Board Governance
- Board service: Director since 2013; currently CEO and Board member; not independent (majority of Board is independent) .
- Committee roles: None; all three standing committees are chaired and comprised by independent directors .
- Leadership structure: Executive Chairman (Dale Francescon), CEO (Robert Francescon), Lead Independent Director (Keith R. Guericke); strengthened independent oversight and refreshed Audit Chair in March 2025 .
- Attendance: Board met 6 times in 2024; all directors attended at least 75% of Board and relevant committee meetings; annual say-on-pay vote maintained .
- Dual-role implications: CEO as director is mitigated by a majority-independent board, a Lead Independent Director with defined authorities, annual elections, majority vote policy with resignation requirement, and enhanced post-vesting holding and stock ownership alignment .
Director Compensation
- Employee directors (including Robert) do not receive additional compensation for Board service; non-employee director program uses cash retainers and annual equity grants with immediate vesting and robust ownership guidelines .
Compensation Peer Group (Benchmarking)
- Peer group used for 2024 program: Beazer Homes, Cavco Industries, Champion Homes, Dream Finders Homes, Hovnanian, KB Home, LGI Homes, M.D.C. Holdings, M/I Homes, Meritage, NVR, PulteGroup, Taylor Morrison, Toll Brothers, Tri Pointe Homes; CCS ranked ~51st percentile by revenue in July 2023 .
Say-on-Pay & Shareholder Feedback
| Year | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Support (%) | 98% | 98% | 93% | 72% |
- Response actions: reduced CEO/Executive Chairman pay opportunities in 2025; elevated stock ownership guideline from 6x to 10x; instituted 3-year mandatory holding for PSUs for CEO/Executive Chairman; added a relative TSR modifier to LTI; strengthened independent leadership roles .
Related Party Transactions
- Son of CEO: James Francescon serves as EVP, Corporate Operations and Business Development; 2024 gross compensation was $1,306,742; related party transactions are reviewed quarterly by the Audit Committee under codified processes .
Performance & Track Record
- 2024 highlights: revenue $4.4B (+19%), net income $333.8M (+29%), book value per share $84.65 (+13% YoY), 11,007 deliveries (+15%), 322 selling communities (+28%), 80,632 lots owned/controlled (+9%), 10,676 net new contracts (+21%) .
- Strategic execution: acquisitions of Anglia Homes LP (Houston) and Landmark Homes of Tennessee (Nashville) strengthened local depth and land-light growth; continued focus on entry-level spec builds (99% spec; 93% below FHA limits) supporting margin and returns .
Compensation Structure Analysis
- High at-risk pay: ~88% of 2025 CEO target compensation is performance-based; 100% of LTI in PSUs with multi-year metrics and post-vesting holds; no excise tax gross-ups, double-trigger CoC only .
- Shift toward longer holding: moving to 3-year post-vesting holding for PSUs in 2025 reduces near-term selling pressure and tightens alignment .
- Metrics rigor: 2024 STI targets set above 2023 actuals (Rev +13%, Adj EBITDA +9.5%, Closings +12%) and achieved above target, with adjusted EBITDA above maximum, evidencing strong operational execution .
Risk Indicators & Governance Controls
- Mandatory clawback; anti-hedging/pledging; majority-independent board; Lead Independent Director; double-trigger CoC; no option repricing; no tax gross-ups .
- Potential conflicts: family employment disclosed and overseen by Audit; aircraft personal-use governed by reimbursements and time-sharing agreements .
Equity Vesting and Insider Selling Pressure
- Large PSU vesting occurred at maximum for 2022–2024 (202,955 shares + 7,885 dividend equivalents), subject to a one-year holding period; future PSU payouts subject to 3-year holding from 2025 awards—both factors dampen near-term selling pressure .
Investment Implications
- Alignment: Substantial personal ownership (5.6%; 130x salary vs 10x guideline) plus extended 3-year holding on PSUs and no hedging/pledging indicate strong alignment and reduced near-term sell pressure—positive for shareholder confidence .
- Performance leverage: Incentives are tightly linked to multi-year adjusted pre-tax income, revenue, and now relative TSR, reinforcing durable execution over cycles—a constructive pay-for-performance framework .
- Governance mitigants: CEO-director dual role is counterbalanced by majority-independent board, a Lead Independent Director, and enhanced compensation governance following 2024’s lower say-on-pay vote—reducing independence concerns .
- Event risk economics: Double-trigger CoC at 3x salary and bonus plus equity acceleration is competitive and not excessive (with 280G cutback), limiting “golden parachute” overhang; quantified potential payouts should be considered in M&A scenarios .