Document

The year 2020 was challenging for our nation and the world. The COVID-19 pandemic began impacting the U.S. economy in the latter part of March, and we quickly adapted our operations to serve our customers, employees, subcontractors and shareholders in the best way possible, tapping into the seasoned business judgment that has sustained us through turbulent economic periods of the past. We began experiencing a resurgence in demand in May that continued through year-end and resulted in a remarkable year for our Company. The housing industry has emerged as one of the few bright spots in our economy, and MDC enters 2021 in a position of strength thanks to our sizable backlog, our strong margin profile and our considerable liquidity position.


			DEDICATED TO SHAREHOLDER RETURNS •Total shareholder return for 2020 exceeded 30% as we approach the 50th anniversary of our founding; •Continuous and uninterrupted cash dividend since 1994 (unequaled by any member of our peer group); •Increased cash dividend by 21% in October 2020; •Declared an 8% stock dividend in January 2021.
			REMARKABLE OPERATING RESULTS •Home sale revenues of $3.77 billion, which was $560 million higher than 2019 (+17%); ◦Unit deliveries grew 17% to 8,158 from 6,974; •Gross margin from home sales increased 200 basis points to 20.8% from 18.8%; •Pretax income of $457.5 million was $152.5 million higher than 2019 (+50%); •Dollar value of net new orders increased 56% to $5.46 billion from $3.50 billion.
			POSITIONED FOR CONTINUED GROWTH •Backlog value of homes sold but not closed at the end of 2020 grew to $3.26 billion (+87%); ◦Highest year-end backlog dollar value ever; •Active subdivision count grew by 5% year-over-year to 194; •Total lot supply to end 2020 was 8% higher than 2019 •Approval of 154 land transactions covering more than 13,000 lots (approximately 68% are approved for our more affordable product offerings).

As we enter 2021, we seek to leverage the core principles and practices that we attribute to past achievements, while welcoming new perspectives that allow our organization to evolve with a changing environmental and economic landscape. We are excited about the opportunities available to our Company, and we will maintain our longstanding focus on balancing environmental and social concerns with business fundamentals. Striking this balance is not only a matter of conscience, but key to maximizing long-term shareholder success. Growing and maintaining a sustainable business goes hand in hand with fostering an environment where that business can flourish.

One major way to build a solid foundation for continued success is through a commitment to advancing leadership and increasing diversity. In October, we announced many exciting promotions designed to leverage new perspectives and position us for growth. David Viger, now an experienced executive after starting as a superintendent many years ago, was named Chief Operating Officer for our homebuilding operations. Other promotions included Staci Woolsey’s step up to Chief Accounting Officer and Rebecca Givens’ move to Senior Vice President and General Counsel of MDC. Dawn Huth was also promoted to Senior Vice President of National Finance and Anthony Berris is now President of Financial Services.

Strong, diverse leaders are only one piece of the puzzle. Our corporate governance and sustainable business practices are vital to creating an environment where we can effectively achieve long-term financial success. With climate concerns on the forefront, an investment in the environment is an investment back into our company, employees and shareholders. Richmond American is dedicated to developments that are sensitive to maintaining the integrity of our environment by designing neighborhoods that include generous open spaces, greenbelts and newly planted trees and foliage. Every one of our homes comes standard with energy-efficient features that help cut down energy usage. Since the introduction of our Energy Wise program in 2009, we have offered both standard and optional features that help cut down on energy usage, reduce waste and promote a healthy environment.

On the philanthropic side, the MDC/Richmond American Homes Foundation was created more than twenty years ago and is committed to building stronger communities near and far. We believe that our history of success translates to a responsibility to make a difference in the regions where we operate. What we contribute to the greater economy when we build new homes and neighborhoods coincides with what we do to build up a broader community in which our employees and homebuyers can thrive. Nonprofit endeavors that the MDC/Richmond American Homes Foundation supports are wide-ranging in scope, selected to promote diversity, education, mental health and so much more.

In light of COVID-19 and for the safety of our shareholders, employees, and other members of the community, our 2021 Annual Shareholders' Meeting will be held in a virtual format only. Shareholders can attend from any geographic location with Internet connectivity. We believe this is an important step to enhancing accessibility to our Meeting for all of our shareholders and reducing the carbon footprint of our activities, and is particularly important this year in light of public health and safety considerations posed by COVID-19. Shareholders may attend the live audio webcast of the Meeting and submit questions digitally during the meeting at www.virtualshareholdermeeting.com/MDC2021. Please refer to the "Who is entitled to vote at or attend the Meeting" section of the Proxy Statement for more details.


ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS
Environment and Climate Change ir.richmondamerican.com/environmental						Every Richmond American home comes standard with energy efficient features that help cut down on energy usage.
						In 2020, our average HERS rating improved by 8% to 55, 75 percent more energy efficient than a typical resale home.
						Goal of decreasing our average HERS rating to 50 or less within the next five years. Longer term, we are evaluating the implementation of a net-zero ready home strategy.
Human Capital ir.richmondamerican.com/socialoutreach						Committed to fostering and promoting a diverse and inclusive work environment.
						Diverse employee base comprising 24% non-white employees and 47% female employees; 43% of employees in a position of manager and above are female.
						Competitive benefits package including medical coverage, paid time off and 401(k) match.
Social Responsibility ir.richmondamerican.com/socialoutreach						The Company has donated nearly $10 million to the MDC/Richmond American Homes Foundation in the last five years.
						In 2020, 56% of the new homes we delivered were from one of our more affordable homes series. Since, 2017 we have increased the number of more affordable homes delivered by nearly 200%.
Governance ir.richmondamerican.com/corporategovernance						Engaged and experienced Board of Directors actively participate in 12 regular meetings per year. Our non-management directors have an average tenure of 11.9 years.
						Our Code of Conduct training takes place for all employees at the time of hire, as well as for all employees and directors on an annual basis. Topics covered include business ethics, conflicts of interest and appropriate standards of workplace conduct.
						Focus on succession planning, including recent promotions of an increasingly diverse senior leadership team.
						Formal procedure in place for confidential reporting of any suspected violations of law.

As a leader in the homebuilding industry, we have a responsibility to conduct our operations in a socially and environmentally acceptable manner. Not only is this an obligation, but it is also sound business that drives long-term value creation. In order to maintain our tradition of building attractive, affordable and desirable homes, we must be focused on preserving the integrity and quality of our local neighborhoods. To illustrate that effort, select areas of environmental and social emphasis by the Company’s Board of Directors and management team are briefly summarized below. Our Board is committed to further study and develop a set of additional initiatives to better assure the sustainability of our communities and the environment in which we operate.

Our homes are rated for energy efficiency using the Home Energy Rating System (“HERS”). In 2020 alone, our average HERS Index rating improved by 8% to 55, 75 percent more energy efficient than a typical resale home. Further, our offering of high-efficiency solar power systems, in select markets, generate much of a home’s annual expected energy needs. We have and will continue to use our nationwide purchasing power to explore offering low cost solar and other alternative energy options to our home buyers. We continue to expand our use of high energy efficient appliances and low chemical carpeting and floor coverings. We have a goal of decreasing our average HERS rating to 50 or less within the next five (5) years. Longer term, we are evaluating the implementation of a net-zero ready home strategy.


How our homes are rated Working toward greater home energy efficiency starts with measuring energy performance, making improvements and continuing to rate and adjust. The Richmond American companies use the HERS® Index to gauge a home's comparative energy efficiency. HERS stands for Home Energy Rating System, a system created by The Residential Energy Services Network (RESNET®), an industry standard for rating home energy efficiency. A third-party RESNET-certified home energy rater assesses the energy efficiency of every new Richmond American home, assigning it a relative performance score.

Additionally, MDC, like other homebuilders, also plays an important role in the conservation of protected animal and plant species, including those listed under the Endangered Species Act (ESA). We cause to be performed biological impact and other ecological studies to determine the proximity of endangered species to our communities and take precautions to prevent or minimize adverse impacts to any species identified in such studies. We also are committed to preserving or replacing any wetlands that may be impacted by our construction activities, and to expanding green space available to our homebuyers.

+ This information is presented for educational and illustration purposes only.

++ Typical resale home is based on the U.S. Department of Energy definition with a HERS® index of 130.

+++ Standard new home is based on the RESNET® Reference Home definition with a HERS® index of 100 (based on the 2006 International Energy Conservation Code). The Vendor registered trademark set forth above is the property of the owner, who is not affiliated with, connected to or sponsored by the Richmond American Homes companies. The vendor listed has provided consideration to Richmond American Homes Corporation for marketing services.

The Company takes seriously its responsibility to fortify the communities in which its homebuilding subsidiaries operate. Since 2015 alone, the Company has donated nearly $10 million to the MDC/Richmond American Homes Foundation, a Delaware not-for-profit corporation. The Foundation has supported numerous charitable efforts in communities served by the Richmond American Homes companies, which support survivors of domestic violence, support arts and culture, promote quality healthcare, support youth, assist foster children, fight hunger, support public servants, help the homeless and others in need, and promote wellness.

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors" or the "Board") of M.D.C. Holdings, Inc. (the "Company") to be used at the Annual Meeting of Shareholders of the Company (the "Meeting") to be held virtually by audio webcast, on Monday, April 26, 2021, at 10:00 a.m., Mountain Time and at www.virtualshareholdermeeting.com/MDC2021, including any postponements or adjournments thereof. The record date for determining shareholders entitled to vote at the Meeting is February 26, 2021 (the “Record Date”). The Meeting is being held for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. Our shareholders are invited to attend the Meeting and are encouraged to vote on the matters described in this Proxy Statement.

We are utilizing the rules of the Securities and Exchange Commission ("SEC") that allow us to deliver proxy materials to our shareholders on the Internet. Under these rules, we are sending many of our shareholders a Notice of Internet Availability of Proxy Materials (the "Notice") instead of a full set of proxy materials. If you receive the Notice, you will not receive printed copies of the proxy materials unless you specifically request them. Instead, the Notice tells you how to access and review on the Internet all of the important information contained in the proxy materials. The Notice also tells you how to vote your proxy card on the Internet and how to request a printed copy of our proxy materials. We expect to mail, or provide the Notice and electronic delivery of, this Proxy Statement, the proxy card and the Notice of Annual Meeting (the "Proxy Materials") on or about March 5, 2021.

The Company will pay the cost of solicitation. The Company also will reimburse bankers, brokers and others holding shares in their names or in the names of nominees or otherwise for reasonable out-of-pocket expenses incurred in sending the Proxy Materials to the beneficial owners of such shares. In addition to the original solicitation of proxies, solicitations may be made in person, by telephone or by other means of communication by directors, officers and employees of the Company, who will not be paid any additional compensation for these activities.

Holders of shares of the Company's common stock, $.01 par value, at the close of business on the Record Date are entitled to notice of, and to vote at, the Meeting. We are conducting a Meeting so our shareholders can attend from any geographic location with Internet connectivity. To attend the Meeting, including to vote and to view the list of registered shareholders as of the record date during the meeting, you must access the meeting website at www.virtualshareholdermeeting.com/MDC2021 and enter the 16-digit control number found on the Notice of Internet Availability of Proxy Materials or on the proxy card or voting instruction form provided to you. A shareholder list is available in advance of the Meeting by contacting investor relations at IR@mdch.com.

Beneficial Owners. If, on the Record Date, your shares were not held in your name, but rather were held in an account at a brokerage firm, bank or other nominee (commonly referred to as being held in "street name"), or through our 401(k) savings plan, you are the beneficial owner of those shares. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to direct your broker or other nominee regarding how to vote the shares held in your account. You are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Meeting unless you make arrangements with your broker or other nominee to do so. (For shares held through our 401(k) savings plan, you must vote those shares as provided below.) If you want to attend the Meeting, but not vote at the Meeting, please see the information provided above.

By Mail. Shareholders who receive a paper proxy card may vote by mail and should complete, sign and date their proxy card and mail it in the pre-addressed envelope that accompanied the delivery of the paper proxy card. Proxy cards submitted by mail must be received by the time of the Meeting in order for your shares to be voted. Beneficial shareholders (shares held in street name) may vote by mail by requesting a paper proxy card according to the instructions received from their broker or other agent, and then completing, signing and dating the voting instruction card provided by the broker or other agent and mailing it in the pre-addressed envelope provided.

You can change your vote or revoke your proxy before the Meeting. You can do this by casting a later proxy through any of the available methods described above. If you are a shareholder of record, you can also revoke your proxy by delivering written notice of revocation to the Secretary of the Company, by presenting to the Company a later‑dated proxy card executed by the person executing the prior proxy card or by attending the Meeting and voting. If you are a beneficial owner, you can revoke your proxy by following the instructions sent to you by your broker, bank or other agent.

Shares of common stock represented by properly executed proxy cards, or voted by proxy, by telephone or the Internet, and received in time for the Meeting will be voted in accordance with the instructions specified in the proxies. Unless contrary instructions are indicated in a proxy, the shares of common stock represented by such proxy will be voted FOR the election as directors of the nominees named in this Proxy Statement and FOR all of the other proposals. If you grant a proxy (other than for shares held in our 401(k) savings plan), either of the officers named as proxy holders, Rebecca B. Givens and Joseph H. Fretz, or their nominees or substitutes, will have the discretion to vote your shares on any additional matters that are properly presented for a vote at the Meeting or at any adjournment or postponement that may take place. If, for any unforeseen reason, any of our nominees is not available as a candidate for director, the persons named as the proxy holder may vote your proxy for another candidate or other candidates nominated by our Board.

The Company's By-Laws provide that the holders of one-third of the shares of common stock issued and outstanding and entitled to vote, present in person or represented by proxy, constitute a quorum for transacting business at the Meeting. Shareholders who are present in person or represented by proxy, whether they vote for, against or abstain from voting on any matter, will be counted for purposes of determining whether a quorum exists. Broker non-votes, described below, also will be counted as present for purposes of determining whether a quorum exists.

Rules of the New York Stock Exchange (“NYSE”) determine whether NYSE member organizations ("brokers") holding shares for an owner in street name may vote on a proposal without specific voting instructions from the owner. For certain types of proposals, the NYSE has ruled that the “broker may vote” without specific instructions and on other types of proposals the “broker may not vote” without specific client instructions. A "broker non-vote" occurs when a proxy is received from a broker and the broker has not voted with respect to a particular proposal. The proposal to ratify the selection of the auditor is a “broker may vote” matter under the rules of the NYSE. As a result, brokers holding shares for an owner in street name may vote on the proposal even if no voting instructions are provided by the beneficial owner. The other proposals are “broker may not vote” matters. As a result, brokers holding shares for an owner in street name may vote on these proposals only if voting instructions are provided by the beneficial owner.

Proposal

Vote Required

Effect of Broker Non-Votes, Withhold Votes and Abstentions

Election of Directors

The three nominees who receive the most votes will be elected.

Broker non-votes and withhold votes have no effect.

Advisory vote to approve executive compensation (Say on Pay)

Affirmative vote of the holders of a majority of the shares of common stock represented and entitled to vote at the Meeting.

Broker non-votes have no effect; abstentions have the same effect as a vote against the proposal.

Approval of the 2021 Equity Incentive Plan

Affirmative vote of the holders of a majority of the shares of common stock represented and entitled to vote at the Meeting.

Broker non-votes have no effect; abstentions have the same effect as a vote against the proposal.

Selection of Auditor

Affirmative vote of the holders of a majority of the shares of common stock represented and entitled to vote at the Meeting.

Abstentions have the same effect as a vote against the proposal.

Management and the Board of Directors of the Company know of no other matters to be brought before the Meeting. If any other proposals are properly presented to the shareholders at the Meeting, the number of votes required for approval will depend on the nature of the proposal. Generally, under Delaware law and our By-Laws, the number of votes required to approve a proposal is the affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Meeting. The proxy card gives discretionary authority to the proxy holders to vote on any matter not included in this Proxy Statement that is properly presented to the shareholders at the Meeting and any adjournments or postponements thereof. The persons named as proxies on the proxy card are Rebecca B. Givens, the Company's Senior Vice President and General Counsel, and Joseph H. Fretz, the Company’s Secretary and Corporate Counsel.

In addition, with respect to shareholders of record, in some cases, only one copy of the proxy related materials may be delivered to multiple shareholders sharing an address, unless the Company has received contrary instructions from one or more of the shareholders. Upon written or oral request, the Company will deliver free of charge a separate copy of each of the proxy related materials, as applicable, to a shareholder at a shared address to which a single copy was delivered. You can notify your broker, bank or other nominee (if you are not the record holder) or the Company (if you are the record holder) that you wish to receive a separate copy of such materials in the future, or alternatively, that you wish to receive a single copy of the materials instead of multiple copies. The Company's contact information for these purposes is: M.D.C. Holdings, Inc., telephone number: (303) 773-1100, Attn: Corporate Secretary, 4350 South Monaco Street, Suite 500, Denver, CO 80237.

Our Board has ten members, consisting of four Class I Directors whose terms expire in 2022, three Class II Directors whose terms expire in 2023 and three Class III Directors whose terms expire in 2021. At the Meeting, three Class III Directors are to be elected to three‑year terms expiring in 2024. The nominees for the Class III Directors are Raymond T. Baker, David E. Blackford and Courtney L. Mizel. All of the nominees presently serve on the Board of Directors of the Company. Based on the recommendation of the Corporate Governance/Nominating Committee, the Board approved the nomination of Mr. Baker, Mr. Blackford and Ms. Mizel for election as Class III Directors at the 2021 Annual Meeting.

Name

Age

Independent

Positions and Offices with the Company
and Other Principal Occupations

Committee Memberships

NOMINEES:

Audit

Compensation

Corporate
Governance /
Nominating

Legal

Class III: Terms Expire in 2021

Raymond T. Baker

President of Gold Crown Management Company and Co-Director of the Gold Crown Foundation

David E. Blackford

Executive Chairman of California Bank & Trust

Courtney L. Mizel

Attorney, Principal, Mizel Consulting and Community Philanthropy

CONTINUING DIRECTORS:

Class I: Terms Expire in 2022

Michael A. Berman

Chairman, Applied Capital Management

Herbert T. Buchwald

Principal in the law firm of Herbert T. Buchwald, P.A. and President and Chairman of the Board of Directors of BPR Management Corporation

Larry A. Mizel

Executive Chairman of the Company

Leslie B. Fox

Real estate advisor and Community Philanthropy

Class II: Terms Expire in 2023

David D. Mandarich

President and Chief Executive Officer of the Company

Paris G. Reece III

Private Investor and Community Philanthropy

David Siegel

Private Investor and Former Partner, Irell & Manella LLP (retired)

None of the business organizations identified below (excluding HomeAmerican Mortgage Corporation) are affiliates of the Company. Other than for Ms. Fox, who until January 2021 was a member of the Board of Directors of Front Yard Residential Corporation, a Maryland corporation (NYSE: RESI), none of the continuing Directors or Director nominees holds, or has held during the past five years, any directorship in any company with a class of securities registered pursuant to Section 12 of the Exchange Act, subject to the requirements of Section 15(d) of the Exchange Act or registered as an investment company under the Investment Company Act of 1940.


Raymond T. Baker			Raymond T. Baker has served as President of Gold Crown Management Company, a real estate asset management company, from 1978 to present. He is the founder and has served as Co-Director of the Gold Crown Foundation since 1986. He also is a member of the Board of Directors of Alpine Banks of Colorado and Land Title Guarantee Company. Mr. Baker is currently serving as Chairman of the Board of the Denver Metropolitan Major League Baseball Stadium District and Chairman of the Board of the Metropolitan Football Stadium District (Denver). From February 2004 until May 2007, he served as a director of Central Parking Corporation. He has over thirty-five years of experience in the real estate and banking industries. Mr. Baker became a member of the Company's Board of Directors in January 2012. His experience and knowledge of the real estate and banking industries directly complement and support the Company’s real estate activities and the financing of those activities.

Director Since: 2012 Committee Memberships: ●Compensation Committee Chairman


David E. Blackford			David E. Blackford has over thirty-five years experience in the banking industry. He is employed by California Bank & Trust (CB&T), a leading California banking institution and a division of Zions Bancorporation, National Association. Between 1998 and 2001, he was CB&T’s managing director, serving on the Board of Directors and the Senior Loan Committee for Real Estate Finance. In May 2001 he was appointed chairman, president and chief executive officer of CB&T, and currently serves as executive chairman. He also is an executive vice president of Zions Bancorporation, National Association. Prior to 1998, he served as an executive officer in several financial institutions, including Bank One and Valley National Bank. He joined the Company's Board of Directors in April 2001. His experience and knowledge of historic and current institutional real estate lending practices, the regulatory process and the volatility of the credit markets provide a unique perspective to the Board.

Director Since: 2001 Committee Memberships: ●Corporate Governance/ Nominating Committee ●Legal Committee


Courtney L. Mizel			Courtney L. Mizel is a Principal at Mizel Consulting where she has worked for over twenty years. In this role, Ms. Mizel consults with companies in various industries on matters relating to their business management and strategy, including operations, business development, marketing, as well as legal matters. She is also a Founding Director of The Counterterrorism Education Learning Lab, an organization dedicated to preventing terrorism through education, empowerment, and engagement. She is active in a number of other non-profit activities, including serving on the Boards of Directors of Zimmer Children’s Museum, Sharsheret National, and JQ International. Ms. Mizel received her Bachelor of Science in Economics with honors from The Wharton School of the University of Pennsylvania and her Juris Doctor from the University of Southern California Gould School of Law. Ms. Mizel became a member of the Company's Board of Directors in June 2017. She is the daughter of the Company’s Executive Chairman, Larry A. Mizel. Ms. Mizel’s professional and business achievements, intellect and diverse experiences contribute to the business, governance and legal perspectives of the Board.

Director Since: 2017 Committee Memberships: ●Legal Committee


Larry A. Mizel Executive Chairman			Larry A. Mizel founded the Company in 1972 and has served as a Director since its inception. He was appointed Chairman of the Board in 1972 and Chief Executive Officer of the Company in 1988. Then, in October 2020, he was appointed as Executive Chairman. Mr. Mizel has provided the Company with leadership and judgment, previously serving as the Chief Executive Officer and Chairman of the Board of Directors, and now as Executive Chairman, while advancing the long-term interests of the Company's shareholders. One of the most experienced leaders in the homebuilding industry, his knowledge and foresight provide the Board with invaluable guidance.

Director Since: 1972


Herbert T. Buchwald Lead Director			Herbert T. Buchwald is a principal in the law firm of Herbert T. Buchwald, P.A. and president and chairman of the Board of Directors of BPR Management Corporation, a property management company located in Denver, Colorado, positions he has held for more than the past five years. Mr. Buchwald has been engaged in the acquisition, development and management of residential and commercial real estate in Florida, New Jersey and Colorado, through both publicly and privately held ventures for more than forty years. As an attorney, he has been admitted to practice before federal and state trial and appellate courts in Florida and Colorado. In addition, he holds an accounting degree and formerly was a practicing Certified Public Accountant. He has been a member of the Company's Board of Directors since March 1994. The combination of his knowledge, experience and skills provide the Company with strong oversight of accounting, financial, regulatory and legal matters, as well as the operation of the Company's real estate businesses.

Director Since: 1994 Committee Memberships: ●Legal Committee Chairman ●Audit Committee ●Compensation Committee ●Corporate Governance/ Nominating Committee


Michael A. Berman			Michael A. Berman has over thirty-five years of experience in the financial services industry. He is a member of Applied Capital Management, a private investment management firm located in Scottsdale, Arizona, and has served as its chairman from 2002 to date. From 2005 to 2006, he also served as the chief executive officer of First Ascent Capital, a financial services firm located in New York. From July 2006 until December 2008, he served as president and Chief Executive Officer of Real Estate Equity Exchange, Inc. (Rex & Co.), a financial services firm located in San Francisco, California. From January 1990 to March 1999, Mr. Berman was employed by The Nomura Securities Co., Ltd. (Tokyo) group of companies, where he held several senior executive positions, including that of President and CEO of Nomura Holding America Inc. and Chairman of Capital America, Nomura's commercial real estate lending subsidiary. In April 2006, Mr. Berman became a Director of the Company. Since 2006, he has been a director of HomeAmerican Mortgage Corporation, the Company’s mortgage lending subsidiary. Mr. Berman’s experience as a senior executive in corporate finance, in general, and the residential mortgage market, in particular, provide the Company with a valuable resource.

Director Since: 2006 Committee Memberships: ●Audit Committee


Leslie B. Fox			Leslie B. Fox has served in an executive capacity at multiple companies in the real estate industry. She was the Chief Operating Officer of Invitation Homes LP, the largest owner/operator of single family housing rentals in the United States, from March 2014 to March 2016. Before that, Ms. Fox served as the Chief Operating Officer of American Residential Communities LLC, one of the largest manufactured home companies in the United States, and as the President of the affordable housing division at Equity Residential and as an Executive Vice President of that company. Ms. Fox also has served as an independent advisor in the real estate sector. Starting in October 2019, she began advising Discovery Land Company, assisting in the rebuilding of a resort in the Bahamas after Hurricane Dorian. From May 2019 until January 2021, Ms. Fox was a director of Front Yard Residential Corporation (RESI) and, currently, Ms. Fox is serving on the Endowment Board and the Finance Committee for Craig Hospital in Denver, Colorado. Ms. Fox holds a Juris Doctor/Master of Business Administration from the University of Denver. Ms. Fox became a member of the Company's Board of Directors in June 2018. Ms. Fox's experience as a senior executive in the real estate and housing industries, and her experience as an independent advisor in the real estate sector, provide the Company with a valuable resource and contribute to the business perspectives of the Board.

Director Since: 2018 Committee Memberships: ●Audit Committee


David D. Mandarich			David D. Mandarich has been associated with the Company since 1977. He was a Director from September 1980 until April 1989, and has been a Director continuously since March 1994. He was appointed President and Chief Operating Officer of the Company in June 1999. Then, in October 2020, he was appointed President and Chief Executive Officer. A skilled and experienced leader in the homebuilding industry, Mr. Mandarich provides the Board with the benefit of his judgment and his knowledge and understanding of the Company's homebuilding business and operations.

Director Since: 1994


Paris G. Reece III			Paris G. Reece III was formerly the Company’s Chief Financial Officer and Principal Accounting Officer, and retired on August 1, 2008. Since his retirement, Mr. Reece has performed consulting work and served in a volunteer position as the President of Cancer League of Colorado, a leading non-profit organization that was established over fifty years ago to raise money for cancer research and patient care. He joined the Company's Board of Directors in May 2013. As a Certified Public Accountant (Texas, non-practicing), a former Chief Financial Officer and a highly respected person within the homebuilding industry, Mr. Reece is uniquely qualified to provide the Company with strong oversight of accounting and financial matters, as well as the operation of the Company's homebuilding and financial services businesses.

Director Since: 2013 Committee Memberships: ●Audit Committee Chairman


David Siegel			David Siegel was a partner in the law firm of Irell & Manella LLP for more than twenty-five years, where he led that firm's securities litigation practice and was the firm's Managing Partner. He retired from the active practice of law in 2019. Mr. Siegel's law practice, for which he is nationally recognized, was concentrated on securities class actions, corporate governance, risk management, SEC reporting standards and regulatory compliance. Mr. Siegel has chaired and has been a frequent speaker at various seminars on securities litigation, class actions, and trial techniques. He has been named by his peers as one of the "Best Lawyers in Commercial Litigation" in The Best Lawyers in America guide. Mr. Siegel has been a member of the Company's Board of Directors since June 2009. Mr. Siegel's knowledge and experience in corporate governance and litigation matters provide the Company with significant guidance and oversight.

Director Since: 2009 Committee Memberships: ●Corporate Governance/ Nominating Committee Chairman ●Legal Committee

Unless otherwise specified, proxies will be voted FOR the election of Mr. Baker, Mr. Blackford and Ms. Mizel. Management and the Board of Directors are not aware of any reasons that would cause any of Mr. Baker, Mr. Blackford and Ms. Mizel to be unavailable to serve as Directors. If any of them become unavailable for election, discretionary authority may be exercised by the proxy holders named in the proxy to vote for a substitute candidate or candidates nominated by the Board of Directors. For additional information on our Board of Directors, see "Information Concerning the Board of Directors and its Committees" later in this document.


Name of Executive Officer/Director	Number of Shares of Common Stock Owned Beneficially 1		Percent of Class 2
Raymond T. Baker	88,321		*
Michael A. Berman	27,040		*
David E. Blackford	22,796		*
Herbert T. Buchwald	30,773		*
Leslie B. Fox	19,636		*
Rebecca B. Givens	6,915		*
David D. Mandarich	5,653,838		8.5%
Robert N. Martin	135,888		*
Courtney L. Mizel	28,174		*
Larry A. Mizel	9,669,443	3	14.5%
Paris G. Reece III	53,807	3	*
David Siegel	41,913	3	*
Michael Touff (former officer)	206,537		*
All current executive officers and Directors as a group (12 persons)	15,778,544		23.1%

1 Includes, where applicable, shares of common stock owned by related individuals or entities over whose shares such person may be deemed to have beneficial ownership. Also includes the following shares of common stock subject to options that are exercisable or become exercisable within 60 days of the Record Date at prices ranging from $20.35 to $35.55 per share: Raymond T. Baker 57,618; David D. Mandarich 1,502,054; Robert N. Martin, 30,617; Larry A. Mizel 1,502,054; and Michael Touff 91,854. As a group, the executive officers and Directors had the right to acquire within 60 days of the Record Date by the exercise of options an aggregate of 3,184,197 shares of common stock.

Robert N. Martin was appointed Senior Vice President and Chief Financial Officer in May 2015. He also served as Principal Accounting Officer from May 2015 until August 2020. He previously served as Vice President – Finance and Business Development. In April 2013, he was promoted to the position of Vice President of Finance and Corporate Controller. Over the last five years, Mr. Martin has had direct oversight of the Company's division and corporate accounting, tax, treasury, investor relations, information technology and finance, planning and analysis functions. Additionally, he has served on all of the Company’s AMCs and has performed a key role in the Company's capital markets activities. He is an officer, director or both of many of the Company’s subsidiaries. Mr. Martin received a bachelor’s degree in Accounting and Computer Applications from the University of Notre Dame and is both a Certified Public Accountant and a CFA charterholder.

Rebecca B. Givens joined the Company in July 2020 as Senior Vice President - Legal and was appointed Senior Vice President and General Counsel of the Company in November 2020. For over eight years preceding the start of her current employment with the Company, Ms. Givens was employed as an attorney by Spectrum Retirement Communities, LLC, most recently serving as that company’s Senior Vice President and General Counsel. Prior to her employment with Spectrum, Ms. Givens was employed as a real estate attorney with the Company for nearly eight years. Ms. Givens received a bachelor’s degree in Business Administration from the University of Nebraska – Lincoln and a J.D. degree from Creighton University.


HOW MDC IS DIFFERENT		WHY IT MATTERS

BUILT FOR SUCCESS THROUGH THE HOUSING CYCLE ü Strong balance sheet ü 2-3 years land supply ü Limited amount of speculative inventory ü Industry leading dividend	à	We’re focused on homebuilding, not land speculation, which positions us to withstand, and ultimately benefit from, downturns. Allows us to reward shareholders with an industry leading cash dividend, which has remained consistent / increased each year since 1994.
DIVERSE PRODUCT MIX WITH A CONTINUED FOCUS ON THE MORE AFFORDABLE SEGMENT ü Appeal to a number of buyer demographics ü Benefiting from the increase in millennial homebuying ü More affordable without sacrificing quality or design elements	à	Allows us to have faster cycle times, increase our absorption pace and improve our gross margin through better pricing power. Attracts both new homebuyers and move down buyers focused on affordability. Unique products help differentiate us from peers.
BUILD-TO-ORDER MODEL ü Allows for personalization ü Differentiates us in the market as more builders move to a spec strategy ü "Build-to-order" strategy limits risk vs. speculative building of unsold homes by peer group	à	Allows us to manage the customer experience from end-to-end. Personalization leads to higher margin sales. We’ve proven we can generate order rates above peer group average without the use of specs. Model is consistent with our risk conscious operating philosophy.

•Continued Improvement to Balance Sheet and Liquidity. We ended the year with total liquidity of $1.70 billion following the expansion of our credit facility in December 2020, which increased the total amount available under the facility to $1.20 billion and increased the maturity on the majority of the facility through December 2025. Additionally, on January 11, 2021, we issued $350 million of 10-year senior notes at a rate of 2.500%, which represented the lowest rate ever achieved by a non-investment grade company for a 10-year issuance at that time.

•Diverse Product Mix & Build-to-Order Model. Our focus continues to be on designing innovative homes that allow for personalization with an eye towards affordability. During 2020, 56% of our deliveries were from our more affordable product lines, compared to just 31% two years ago. Our build-to-order model has continued to prove effective even during these uncertain times as evidenced by the year-over-year increases in net new home orders and the dollar value of homes in backlog at year-end. The dollar value of our homes in backlog at December 31, 2020 was our highest year-end value ever.

2020 Short-Term Incentive Program

% Change from Prior Year in Parenthesis

Performance Goal

Performance Required at Threshold

Performance Required at Target

Actual Performance

Bonus Earned

Adjusted pre-tax return* on equity

6.0% hurdle achieved at 25.9%

1,500,000

Additional Bonus Opportunity

Home sale revenues

$3,200 million

$3,700 million

$3,765 million (+17%)

1,500,000

Net new orders

7,800 homes

9,500 homes

11,012 homes (+40%)

1,500,000

Adjusted pre-tax income*

$305 million

$424 million

$460.9 million (+51%)

1,500,000

Adjusted EBITDA**

$412 million

$540 million

$581.4 million (+41%)

1,500,000

Total Additional Bonus

6,000,000

Total Incentive Bonus (Lesser of $6 million or the calculated amount)

6,000,000


Compensation Governance Best Practices
ü Executive compensation program design and refinements incorporate shareholder feedback
ü Significant Executive Chairman and CEO pay is performance based and at risk
ü Compensation Committee sets rigorous targets and metrics
ü Compensation Committee performs thorough assessment of Company and individual performance
ü 100% of Compensation Committee is independent
ü Compensation Committee works with an independent compensation consultant
ü Executives are subject to significant stock ownership guidelines
ü Company maintains policies prohibiting hedging Company stock
ü Clawback policy authorizes Company to recover compensation under certain circumstances
ü Vesting of cash remuneration under Executive Chairman and CEO employment agreements is subject to double trigger change-in-control provisions

Our Compensation Committee is committed to improving our executive compensation programs and modifying them as necessary to maintain the alignment of our executives and shareholders. We continue to engage investors on executive compensation topics and will continue to seek their feedback. We received a positive vote at the 2020 annual shareholders meeting, where our say-on-pay proposal received 74.9% support. We continue to seek feedback and actively engage with our shareholders and reached out to holders representing nearly 70% of our non-affiliated outstanding shares following the 2020 annual meeting. These conversations and feedback helped inform our Board of Directors’ decision-making process with respect to our compensation and governance practices. For example, a few of the more frequent inquiries from our shareholders included:


Compensation Component	Description	Purpose	Key Characteristic
Base Salary	Cash compensation based on executive officer’s role and employment agreement, if any. Salary levels are evaluated annually and may be adjusted for length of service, competitive considerations or recognition of a change in responsibilities.	● Provide financial certainty and stability ● Attract and retain executive talent ● Recognize experience, length of service, competitive market conditions and individual performance	Fixed
Annual Incentive Award	Each year the Compensation Committee approves awards for the Executive Chairman and CEO, and establishes Key Performance Indicators (“KPIs”) for the CFO and CLO. The Compensation Committee determines the extent to which an award is earned and the amount of such award is based on individual and Company performance against pre-established goals.	● Motivate executive officer to achieve key annual goals and position the Company for long-term success ● Reward executive officer for individual performance and overall Company performance	Variable
Long-Term Incentive Award	Each executive officer is eligible to receive an award at the discretion of the Compensation Committee based upon long-term performance potential.	● Provide an incentive for executive officers to achieve long-term sustainable success for the Company and to promote shareholder value ● Attract, motivate, reward and retain executive talent	Variable

The Compensation Committee sets executive officer base salaries at a level that reflects the competitive market for these roles as well as each individual’s performance, skills and experience. In 2020, the Compensation Committee determined to maintain Executive Chairman and CEO base salaries unchanged from their 2019 levels, meaning Executive Chairman and CEO base salary have remained unchanged for over a decade. In light of exceptional performance and to ensure alignment with peer group levels, the Compensation Committee approved an $80,000/year increase to the CFO’s base salary. Ms. Givens' base salary remained unchanged at $450,000.

The appropriateness of the categories selected for 2020, along with target and threshold goal amounts, were carefully considered by the Compensation Committee given the Company’s emphasis on prioritizing growth, risk management, financial stability and pursuit of long-term value. Specifically, with respect to the Home Sale Revenues, Adjusted Pre-Tax Income, Net New Orders and Adjusted EBITDA goals, the minimum performance criteria was established based on the prior year actual performance with target levels based on the 2020 Business Plan. The target goals represent performance at or above our actual 2019 performance. Bonuses earned for each metric were adjusted on a pro-rata basis if actual results were between Threshold and Target.

The 2020 Business Plan was developed by the Executive Chairman, CEO, CFO and other senior leaders from the “ground up” utilizing (i) forecasts submitted by the presidents for each of the Company’s homebuilding divisions detailing their operational projections for each of their divisions’ communities, (ii) the forecast submitted for the mortgage company by its president; and (iii) forecasts from the CFO regarding the insurance companies, any other income producing divisions of the Company, and all the corporate general and administrative departments. The 2020 Business Plan was reviewed by the Board. The process of developing the business plan incorporates a disciplined evaluation of risks identified by management and the Board to establish a reasonable range of potential performance goals for the year including general economic conditions, fluctuations in interest rates, variations in projected mortgage lending programs, the availability and cost of capital, the availability and acquisition cost of land, materials and contractors in the homebuilding operations, potential for shortages and the increased cost of labor, and increased governmental regulation, including the adverse interpretation of tax, labor and environmental laws.

The CFO and CLO positions are primarily responsible for accounting, finance, legal and regulatory compliance and, in the judgment of the Compensation Committee, their incentive compensation should not directly depend on the Company’s financial performance. During 2020, the CFO was awarded a bonus opportunity measured by specific Key Performance Indicators (“KPIs”) established by the Compensation Committee, their attainment and a bonus payment commensurate with a percentage of their base pay. The Compensation Committee consults with the Executive Chairman and CEO with regard to their achievements. While KPIs have been used in prior years in determining the CLO bonus amount, none were established in the current year given the planned retirement of Mr. Touff and the subsequent transition of the role. For 2020, the Compensation Committee established the following KPIs for the CFO:

Based on its evaluation of performance relative to the established KPIs, the Compensation Committee awarded Mr. Martin an annual incentive bonuses for 2020 of $1,500,000. Based on consultation with the Executive Chairman and CEO with regard to their achievements during the year, the Compensation Committee awarded Mr. Touff and Ms. Givens an annual incentive bonus of $417,000 and $300,000, respectively. Mr. Martin’s incentive bonus is comprised of $1,000,000 payable in cash and $500,000 in restricted stock. Ms. Givens' incentive bonus is comprised of $200,000 payable in cash and $100,000 in restricted stock. Mr. Touff’s incentive bonus was paid in cash upon his retirement as General Counsel and as an executive officer of the Company. The restricted stock awarded to Mr. Martin and Ms. Givens vest in equal amounts on the first, second and third anniversaries of the date of grant.

The Target Goal established for each award was based on the Company achieving a three-year average Revenue over the period commencing January 1, 2020 and ending December 31, 2022 (the “Performance Period”) that was at least 10% but less than 20% greater than the Revenue over the period commencing January 1, 2019 and ending December 31, 2019 (the “Base Period”). The Threshold Goal was based on three-year average Revenue over the Performance Period that was at least 5% but less than 10% greater than Revenue over the Base Period. The Maximum Goal was based on three-year average Revenue over the Performance Period that was at least 20% greater than Revenue over the Base Period. The number of PSUs earned shall be adjusted to be proportional to the partial performance between the Threshold Goals, Target Goals and Maximum Goals.

The Compensation Committee chose these companies for their parallels to MDC's core business and markets, recognizing that their corporate structure, business strategies and risk profile may significantly vary from those of our Company. For example, significant differences include (1) MDC’s exceptional strategic focus on risk management, including its land-light operating model and conservative utilization of leverage, (2) senior management’s high percentage of stock ownership – they beneficially own approximately 23% of the Company’s outstanding stock, the highest among the Peer Group and (3) the Company’s annual dividend yielding approximately 3.3%, far exceeding the closest Peer Group member. Nevertheless, the Committee believes that the companies in the Peer Group were appropriate for reference purposes since they compete for the same executive talent, as well as competing in core areas of business such as land acquisitions and sales.


Responsible Party			Roles and Responsibilities
Compensation Committee of the Board of Directors The Compensation Committee currently is comprised of Independent Directors and reports to the Board.			● Oversees all executive officer compensation levels, including benefits, having a goal to maintain compensation levels that are comparable to the marketplace and in conformity with shareholder interests. ● Administers the Company's current equity and other compensation plans and any additional plans adopted by the Company. ● Reviews and approves corporate goals and objectives relevant to Executive Chairman and CEO compensation. ● Evaluates the Executive Chairman and CEO's performance in light of set goals and objectives, and determines and approves the Executive Chairman and CEO's compensation level based on this evaluation. ● Has authority to determine and approve non-CEO compensation. ● Makes recommendations to the Board with respect to incentive-compensation plans and equity-based plans. ● Develops a compensation committee report on executive compensation as required by the SEC to be included in the Company's annual proxy statement or annual report on Form 10-K filed with the SEC.
Consultant to the Compensation Committee WealthPoint, LLC, as an independent Consultant, retained directly by the Compensation Committee, that provides consulting advice on matters of governance and executive compensation.			● Provides advice and guidance on the appropriateness and competitiveness of our compensation programs relative to Company performance and market practice. ● Performs all functions at the direction of the Compensation Committee. ● Attends Compensation Committee meetings (including executive sessions, as required). ● Provides advice and guidance regarding governance issues bearing on the executive compensation determinations. ● Provides market data, as requested. ● Consults on various compensation matters and compensation program designs and practices. ● Conducts an assessment of the risks arising from our compensation programs. ● Confers with the Executive Chairman and CEO on behalf of the Compensation Committee concerning compensation, incentives and goals for other NEOs. ● Assists in selection of the Company’s peers.
Executive Chairman and CEO With the support of other members of the management team.			● Review performance of the CFO and CLO and makes recommendations to the Compensation Committee with respect to their compensation. ● Confer with the Compensation Committee concerning design and development of compensation and benefit plans for Company employees.

The Compensation Committee has the authority to retain outside counsel, consultants and other advisors to assist it in evaluating compensation or in otherwise discharging its duties and responsibilities. After consideration of independence factors as required by the NYSE, the Compensation Committee engaged WealthPoint, LLC to advise the Committee in connection with year-end 2020 compensation determinations, the structuring of executive compensation for 2021 and the compensation disclosures to be included in this proxy statement. This consultant also assisted the Compensation Committee in determining appropriate peers for purposes of comparing (but not benchmarking) market compensation, and provided other related services.

As part of its annual risk assessment, the Compensation Committee reviews the Company’s compensation policies and practices to confirm that the programs are designed in a manner that does not motivate individuals or groups to take risks reasonably likely to have a material adverse effect on the Company. Based on the Compensation Committee’s annual risk assessment, the Company believes that its compensation policies and practices for its employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company, and that such policies and practices are designed with strong oversight mechanisms in place.

Effective for tax years beginning on January 1, 2018 and later, Internal Revenue Code Section 162(m) was amended by the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017. The tax reform legislation, with limited exception, repealed the performance-based compensation exception to the Section 162(m) $1 million deduction limitation. The definition of a “covered employee” was revised to include the principal financial officer and any individual who held the position of either principal executive officer or principal financial officer at any time during the taxable year.

The following Report of the Compensation Committee shall not be deemed to be "filed" with the SEC or to be subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended. The report shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except that it will be deemed "furnished" in the Company's Annual Report on Form 10-K for 2020, but shall not be deemed incorporated by reference into any filing as a result of being furnished in the Annual Report.


Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($) 1		Option Awards ($) 2		Non-Equity Incentive Plan Compensation ($) 3		All Other Compensation ($)		Total ($)
Larry A. Mizel, Executive Chairman 4	2020	$	1,000,000	N/A		$	7,117,543	$	1,885,060	$	4,000,000	$	88,422	$	14,091,025
	2019	$	1,000,000	N/A		$	4,911,969	$	1,576,080	$	4,000,000	$	297,539	$	11,785,588
	2018	$	1,000,000	N/A		$	4,030,967	$	1,383,620	$	5,000,000	$	190,961	$	11,605,548
David D. Mandarich, President and Chief Executive Officer 4	2020	$	830,000	N/A		$	7,117,543	$	1,885,060	$	4,000,000	$	32,164	$	13,864,767
	2019	$	830,000	N/A		$	4,911,969	$	1,576,080	$	4,000,000	$	8,760	$	11,326,809
	2018	$	830,000	N/A		$	4,030,967	$	1,383,620	$	5,000,000	$	8,610	$	11,253,197
Robert N. Martin, Senior Vice President and Chief Financial Officer	2020	$	787,692	$	1,000,000	$	1,742,240	N/A		N/A		$	9,270	$	3,539,202
	2019	$	713,077	$	850,000	$	1,252,984	N/A		N/A		$	9,120	$	2,825,181
	2018	$	653,077	$	750,000	$	1,048,547	N/A		N/A		$	8,970	$	2,460,594
Rebecca B. Givens, Senior Vice President and General Counsel 5	2020	$	180,577	$	200,000	$	199,972	N/A		N/A		$	311	$	580,860
Michael Touff, Senior Vice President and General Counsel 5	2020	$	505,329	$	417,000	$	74,984	N/A		N/A		$	9,270	$	1,006,583
	2019	$	444,231	$	500,000	$	74,984	N/A		N/A		$	9,120	$	1,028,335
	2018	$	400,000	$	500,000	$	50,000	N/A		N/A		$	8,970	$	958,970

–For Messrs. Mizel, Mandarich and Martin, Performance Share Units ("PSUs") were granted to each individual on August 20, 2020. These awards are performance based, and, therefore, the amounts in the table above include $5,117,549, $5,117,549 and $1,367,277 for Messrs. Mizel, Mandarich and Martin, respectively, reflecting the aggregate grant date fair value of the awards multiplied by the probable outcome of the performance conditions as of the grant date. Assuming achievement of the highest level of performance for these awards, the grant date fair value of the performance-based equity awards for Messrs. Mizel, Mandarich and Martin total $10,235,098, $10,235,098 and $2,734,554, respectively.

–For Messrs. Mizel, Mandarich and Martin, Performance Share Units ("PSUs") were granted to each individual on August 5, 2019. These awards are performance based, and, therefore, the amounts in the table above include $3,912,000, $3,912,000 and $978,000 for Messrs. Mizel, Mandarich and Martin, respectively, reflecting the aggregate grant date fair value of the awards multiplied by the probable outcome of the performance conditions as of the grant date. Assuming achievement of the highest level of performance for these awards, the grant date fair value of the performance-based equity awards for Messrs. Mizel, Mandarich and Martin total $7,824,000, $7,824,000 and $1,956,000, respectively.

–For Messrs. Mizel, Mandarich and Martin, Performance Share Units ("PSUs") were granted to each individual on May 23, 2018. These awards are performance based, and, therefore, the amounts in the table above include $3,314,295, $3,314,295 and $828,574 for Messrs. Mizel, Mandarich and Martin, respectively, reflecting the aggregate grant date fair value of the awards multiplied by the probable outcome of the performance conditions as of the grant date. Assuming achievement of the highest level of performance for these awards, the grant date fair value of the performance-based equity awards for Messrs. Mizel, Mandarich and Martin total $6,628,590, $6,628,590 and $1,657,147, respectively.

2 The amounts shown in the "Option Awards" column are based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For Messrs. Mizel and Mandarich, the option awards granted in 2020, 2019 and 2018 were service based, were assigned a fair value of $9.43, $7.88 and $6.41 per share, respectively, on the date of grant using the Black-Scholes option pricing model and are being expensed on a straight-line basis over the three year vesting period. For a description of the assumptions used in valuing the awards, please see Note 22 (Stock Based Compensation) to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.


		Estimated payouts under equity incentive plan awards 3			All other stock awards: Number of shares of stock or units (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Award ($)
Name	Grant Date	Threshold (#)	Target (#)	Maximum (#)
Larry A. Mizel	2/3/2020				45,903	1			$	1,999,994
Larry A. Mizel	4/27/2020				200,000	2	$	25.81	$	1,885,060
Larry A. Mizel	8/20/2020	60,000	120,000	240,000					$	5,117,549
David D. Mandarich	2/3/2020				45,903	1			$	1,999,994
David D. Mandarich	4/27/2020				200,000	2	$	25.81	$	1,885,060
David D. Mandarich	8/20/2020	60,000	120,000	240,000					$	5,117,549
Robert N. Martin	2/3/2020				8,606	1			$	374,963
Robert N. Martin	8/20/2020	15,000	30,000	60,000					$	1,367,277
Rebecca B. Givens	7/15/2020				5,142	4			$	199,972
Michael Touff	2/3/2020				1,721	1			$	74,984

3 The PSUs will be earned based upon the Company’s performance, over a three year period commencing January 1, 2020 and ending December 31, 2022 (the “Performance Period”), measured by increasing average home sale revenues over the Base Period. The “Base Period” for the awards is January 1, 2019 to December 31, 2019. The awards are conditioned upon the Company achieving a minimum average gross margin from home sales percentage (excluding impairments) of at least fifteen percent (15%) over the Performance Period. If Performance Revenues exceed the Base Revenues by at least 5% but less than 10% (“Threshold Goals”), 50% of the Target Goals will be earned. If Performance Revenues exceed the Base Revenues by at least 20%, 200% of the Target Goals will be earned (“Maximum Goals”). The number of PSUs earned under these grants shall be adjusted to be proportional to the partial performance between the Threshold Goals, Target Goals and Maximum Goals.


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)		Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($)
Larry A. Mizel	125,000	—		19.96	3/8/2022	—		—	—		—
	1,224,720	—		23.18	5/18/2025	—		—	—		—
	144,000	72,000	1	28.51	5/23/2028	—		—	—		—
	66,667	133,333	2	35.55	8/5/2029	—		—	—		—
	—	200,000	3	25.81	4/27/2030	—		—	—		—
	—	—		—	—	12,520	4	608,472	—		—
	—	—		—	—	8,060	5	391,716	—		—
	—	—		—	—	21,930	6	1,065,798	—		—
	—	—		—	—	45,903	7	2,230,886	—		—
	—	—		—	—	—		—	259,200	8	12,597,120
	—	—		—	—	—		—	60,000	9	2,916,000
	—	—		—	—	—		—	60,000	10	2,916,000
David D. Mandarich	1,224,720	—		23.18	5/18/2025	—		—	—		—
	144,000	72,000	1	28.51	5/23/2028	—		—	—		—
	66,667	133,333	2	35.55	8/5/2029	—		—	—		—
	—	200,000	3	25.81	4/27/2030
	—	—		—	—	12,520	4	608,472	—		—
	—	—		—	—	8,060	5	391,716	—		—
	—	—		—	—	21,930	6	1,065,798	—		—
	—	—		—	—	45,903	7	2,230,886	—		—
	—	—		—	—	—		—	259,200	8	12,597,120
	—	—		—	—	—		—	60,000	9	2,916,000
	—	—		—	—	—		—	60,000	10	2,916,000
Robert N. Martin	12,247	—		25.34	1/22/2024	—		—	—		—
	18,370	—		23.11	5/23/2025	—		—	—		—
	—	—		—	—	2,474	5	120,236	—		—
	—	—		—	—	6,031	6	293,107	—		—
	—	—		—	—	8,606	7	418,252	—		—
	—	—		—	—	—		—	64,800	8	3,149,280
	—	—		—	—	—		—	15,000	9	729,000
	—	—		—	—	—		—	15,000	10	729,000


	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)	Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested($)
Rebecca B. Givens	—	—	—	—	5,142	11	249,901	—	—
Michael Touff	30,618	—	32.37	2/1/2023	—		—	—	—
	30,618	—	23.67	2/6/2024	—		—	—	—
	30,618	—	20.35	1/26/2025	—		—	—	—
	—	—	—	—	562	5	27,313	—	—
	—	—	—	—	1,644	6	79,898	—	—
	—	—	—	—	1,721	7	83,641	—	—

On October 26, 2020, the Board appointed Larry A. Mizel (previously, Chairman and Chief Executive Officer) as Executive Chairman and David D. Mandarich (previously President and Chief Operating Officer) as President and Chief Executive Officer. In connection with these changing roles, as of October 26, 2020, the Company and each of Messrs. Mizel and Mandarich (each, an “Executive”) entered into new employment agreements (“Employment Agreements”) that replaced the prior employment agreements with each of the Executives. The material terms of the Employment Agreements are summarized below.

“Cause” is defined in the Employment Agreements as: (i) the Executive’s willful refusal to perform material duties reasonably required or requested of him by the Board for thirty days after having received written notice of such refusal from the Board and having failed to commence to perform such duties within such period, (ii) the Executive’s commission of material acts of fraud, dishonesty or misrepresentation in the performance of his duties, (3) any final, non-appealable conviction of the Executive for an act or acts on the Executive’s part constituting a felony under the laws of the United States or any state thereof, or (4) any material uncured breach of the provisions of the confidentiality and non-competition provisions of the Employment Agreement which continues for thirty days after the Executive has received written notice of such breach from the Company.

Termination by the Company without Cause or Termination by the Executive for “Good Reason”: An Executive’s employment may be terminated by the Company at any time without Cause. If so, the Executive, in addition to Accrued Benefits is entitled to a lump sum “Termination Payment” of (i) an amount equal to his aggregate base salary during the 36 months prior to the termination, (ii) an amount equal to 300%, for Mr. Mizel, and 200%, for Mr. Mandarich, of the annual incentive compensation paid for the year prior to termination, and (iii) the lifetime group medical insurance benefits described above. The Termination Payment remains the same as in the prior employment agreements. Under the Employment Agreements, termination without Cause includes the Company's election not to extend the term of the Employment Agreement. If the Executive terminates his employment for “Good Reason” as defined in the Employment Agreements, he is entitled to the same Accrued Benefits and Termination Payment.

“Good Reason” is defined in the Employment Agreements as: (i) a material diminution or change, adverse to the Executive, in the Executive’s positions, titles, status, rank, nature of responsibilities, or authority with the Company, including the Executive’s removal as a member of the Board or if the Executive is not nominated for re-election by the Board, (ii) Mr. Mizel having to report to anyone other than the Board or Mr. Mandarich having to report to anyone other than Mr. Mizel or the Board, (iii) a decrease in the Executive’s annual base salary, annual incentive compensation or long-term incentive compensation opportunity, including the Company’s termination of the Performance Plans or the Company’s amendment of the Performance Plans to provide for payments to the Executive in any calendar year which are less than the amount calculated in accordance with Article III of the Performance Plans, as the same may be amended from time to time, without the Executive’s written consent, (iv) a material reduction in the aggregate benefits for which the Executive is eligible under the Company’s benefit plans, (v) the Company requiring the Executive to relocate to another place of employment more than fifty miles from his primary residence, or (vi) a material breach by the Company of the Employment Agreement or any equity award agreement.

(c) consummation, in one transaction or a series of related transactions, of a reorganization, merger, or consolidation of the Company or sale or other disposition, direct or indirect, of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, the Persons who were the “beneficial owners” of outstanding voting securities of the Company immediately prior to such Business Combination “beneficially own,” by reason of such ownership of the Company’s voting securities immediately before the Business Combination, more than 50% of the combined voting power of the company resulting from such Business Combination (including, without limitation, a company which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such Business Combination; or

Termination due to Retirement, Death, Presumed Death or Disability: If the Executive’s employment hereunder is terminated due to the Executive’s “Retirement” as defined in the Employment Agreement, death, presumed death or disability, the Executive, or the Executive’s beneficiary or estate, as applicable, will receive the Accrued Benefits and the Termination Payment. Retirement means the termination at the election of the Executive of the Executive’s employment after December 31, 2022 in the case of Mr. Mizel and December 31, 2024 in the case of Mr. Mandarich or the non-renewal by the Executive of the Employment Agreement after his respective initial term.

Auto-Acceleration of Awards: The Employment Agreements provide that in the event of a Retirement, death, presumed death, total disability, termination of the Executive’s employment by the Company without Cause (which includes a non-renewal by the Company of the Employment Agreement for each additional term) or termination by the employee for Good Reason, or in the event of a Change in Control following which the employment of the Executive is terminated by the Company, all outstanding non-vested awards under the Company’s equity incentive plans will be fully vested, exercisable, and/or payable at the maximum level regardless of whether all vesting conditions relating to length of service, attainment of performance goals, or otherwise have been satisfied. In the case of outstanding performance share unit (“PSU”) awards that are outstanding on the date of the Executive’s Retirement, the number of shares to be issued and delivered to the Executive, if any, for such outstanding PSUs will be determined at the end of the three-year performance period in which such Retirement occurs, as certified by the compensation committee of the Board, and will be issued and paid to the Executive as though he continued to be employed through the end of the performance period.

Mr. Martin and Ms. Givens entered into change in control agreements with the Company effective May 23, 2015 and July 15, 2020, respectively. Each agreement will terminate on the earlier of termination of employment or the end of the current term of the agreement (December 31, 2021 for both executives). However, unless either party to the agreement elects by notice in writing delivered to the other at least 90 days prior to December 31 of the current term, the term of the agreement will be renewed automatically for successive one-year terms. In addition, if the agreement has not been terminated prior to a change in control (as defined below), upon a change in control, the term of the agreement will extend automatically following such change in control for two years.

Pursuant to each agreement, if a change in control event occurs, the employee may elect within 90 days after the change in control event to terminate their employment, if not previously terminated by the Company, and to receive a change in control payment. The change in control payment (to be paid upon termination of employment by either the Company or the employee) equals two times the sum of: (i) the employee’s annual base salary in effect immediately prior to the change in control event, plus (ii) the amount of the employee’s last regular annual bonus, provided that the amount of the annual bonus shall not exceed 50% of the annual base salary in effect immediately prior to the change in control event.

Any amounts payable pursuant to the change in control agreement are in addition to any payments otherwise payable to the employee pursuant to any agreement, plan or policy of the Company. Certain payments that the employee may receive could be subject to an excise tax as an "excess parachute payment" under the Internal Revenue Code. This could occur following a change in control or a change in control event, either alone or together with other payments made to the employee. In the agreement, the employee has agreed to be paid those amounts, if any, in annual installments and over the shortest period of time in which they may be paid and not be treated as "excess parachute payments."

The Compensation Committee believes that the potential payments in these limited change in control circumstances fit well within the Company's overall compensation philosophy. The termination and change in control payments are calculated based on the base salaries and the annual bonuses paid to the executives. The Committee believes that the long-term interests of our shareholders are aligned with the executives in that their compensation is, in turn, aligned with the success of the Company. The potential change of control compensation varies with the compensation previously paid to the executive, affords stability to the Company's leadership and is consistent with the philosophy of the Committee to provide compensation that assures retention, incentive and reward to the executive team.


Name	Benefit	Termination w/o Cause or Material Change			Change in Control			After Change in Control – Material Change or w/o Cause1			Voluntary Termination			Death			Disability
Larry A. Mizel	Severance Pay	$	3,000,000	2				$	3,000,000	2
	Ann. Incentive Comp.	$	12,000,000	3				$	12,000,000	3
	Stock/Option Vesting	$	47,966,467	4	$	47,966,467	4	$	47,966,467	4				$	47,966,467	11	$	47,966,467	11
	Health Care Benefits	$	222,032	5				$	222,032	5	$	222,032	5	$	90,704	5	$	222,032	5
David D. Mandarich	Severance Pay	$	2,490,000	2				$	2,490,000	2
	Ann. Incentive Comp.	$	8,000,000	3				$	8,000,000	3
	Stock/Option Vesting	$	47,966,467	4	$	47,966,467	4	$	47,966,467	4				$	47,966,467	11	$	47,966,467	11
	Health Care Benefits	$	297,968	5				$	297,968	5	$	297,968	5	$	90,704	5	$	297,968	5
Robert N. Martin	Severance Pay							$	1,600,000	6
	Bonus Payment							$	800,000	7
	Stock/Option Vesting	$	9,812,875	8	$	9,812,875	9	$	9,812,875	9				$	9,812,875	11	$	9,812,875	11
	Health Care Benefits							$	28,389	10
Rebecca B. Givens	Severance Pay							$	900,000	6
	Bonus Payment							$	400,000	7
	Stock/Option Vesting	$	249,901	8	$	249,901	9	$	249,901	9				$	249,901	11	$	249,901	11
	Health Care Benefits							$	148	10
Michael Touff	Severance Pay	$	240,000	12				$	240,000	12
	Stock/Option Vesting	$	190,852	8	$	190,852	9	$	190,852	9				$	190,852	11	$	190,852	11

4 Amount is the value of unvested restricted stock at December 31, 2020 plus an amount representing the difference between MDC’s stock price at December 31, 2020 and the exercise price of unvested options, to the extent that the stock price exceeds the exercise price. Under the executive's employment agreement, the vesting of all options, dividend equivalents and other rights granted under equity incentive plans and any other Company plans would be accelerated so as to permit the executive to fully exercise all outstanding options and rights, if any, granted to the executive. In the event a change in control involves a two-tier tender offer, the Company would pay the executive (at the executive's election) the difference between the exercise price of the otherwise unvested options and the price offered in the first tier, or adjust the option terms to provide the executive with an equivalent value. In addition, this amount also includes the value of all unvested performance share units pursuant to the terms of the performance share unit grant agreement.

5 The amount shown is the total projected medical insurance benefit obligation for the executive, which would provide medical benefits that are at least comparable to those provided to the executive at the time his employment agreement was signed. After the end of his employment term, the date the executive becomes totally disabled, the date of the executive's termination without cause or the executive's election to terminate his employment following a change in control (but not in the event of termination for cause), the Company will pay the medical insurance benefit for the duration of the executive's life. The medical insurance benefit also provides comparable coverage for the executive's spouse for duration of the executive's life and, if she survives him, for an additional 60 months after his death. This amount is estimated based on 2020 costs incurred by the Company.

9 Amount is the value of unvested restricted stock at December 31, 2020, plus an amount representing the difference between MDC’s stock price at December 31, 2020 and the exercise price of unvested options, to the extent that the stock price exceeds the exercise price. If a change in control occurs, all options, dividend equivalents and other rights granted to the employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing of the change in control so as to permit the employee fully to exercise all outstanding options and rights. In addition, this amount also includes the value of all unvested performance share units pursuant to the terms of the performance share unit grant agreement.

The Board of Directors convenes on a monthly basis and is comprised of a majority of independent Directors. This independent majority and our regular governance practices, including periodic executive sessions of the independent Directors at which the Lead Director presides, provide an effective and independent oversight of management. The Company’s Board is composed of Directors who provide diverse experience and talent to our Company. Four of our ten Directors have Board tenure of nine years or less, with two of these Directors serving as chairs of key Board Committees. New Directors bring a fresh perspective to our Board’s deliberations. The remaining Directors continue to provide their knowledge, experience and understanding of the Company’s approach to balancing risk and reward inherent in the homebuilding industry, which is fundamental to achieving long-term shareholder value. The professional qualifications of the Directors include a diverse range of talents and experiences well suited to guiding the Company in our challenging industry and drive long-term value.

Our Board of Directors oversees the Company’s management and exposure to risk. The Board, itself and through its Committees, regularly discusses our material risk exposure, the potential impact on the Company and the efforts of management to manage the risks that are identified. In meetings with Company management, the head of the internal audit department and the external independent auditors, the Audit Committee reviews regulatory, information technology, financial and accounting risk exposure, the Company's insurance coverage with respect to such risks, reserves and the Company’s internal controls. The Corporate Governance/Nominating Committee, with the guidance of corporate and outside counsel, considers the risks associated with corporate governance. The Compensation Committee considers risks associated with the elements contained in the Company’s compensation programs. The Legal Committee considers the risks that arise from material litigation, regulatory issues and other legal issues. Each of our Committees generally reports to the Board on a monthly basis.

MDC’s Board of Directors brings industry leadership and experience in providing oversight of and guidance to sustainability initiatives at the Company. The Board works closely with management in establishing and communicating Company culture and values. MDC’s senior management regularly updates the Board on environmental, health and safety, and community involvement by the Company. The Board receives reports at least annually of shareholder engagements related to sustainability and considers investor feedback when providing oversight of management on topics related to sustainable business practices and corporate responsibility. While we are proud of the commitments made to date, we are committed to pursuing even more steps to promote environmental and social sustainability for our customers and communities.

Under the NYSE listing standards, no director qualifies as "independent" unless the Board of Directors affirmatively determines that the director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. The NYSE listing standards also require that, in determining the independence of any director who will serve on the Company’s Compensation Committee, the Board of Directors consider all factors specifically relevant to determining whether the director has a relationship with the Company that is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including the source of compensation of such director and whether the director is affiliated with the Company (or a subsidiary or affiliate of a subsidiary).

The Company's Board of Directors has determined the independence of Directors based on a review conducted by the Corporate Governance/Nominating Committee. This determination included consideration of the deposit and payroll accounts the Company maintained at two banking divisions of Zions Bancorporation, National Association (“Zions”), of which Mr. Blackford is an officer. The Board also considered the participation by Zions as the smallest lender in the Company’s revolving credit facility, in which there are several lenders. Mr. Blackford had no direct or indirect material interest in the foregoing transactions and the Board concluded that the amounts involved (less than 0.016% of Zion’s revenues) were not significant.

The Board determined that Ms. Fox and each of Messrs. Baker, Berman, Blackford, Buchwald, Reece and Siegel have no material relationship with the Company, each is independent under the NYSE listing standards and each meets the foregoing standards of Director independence adopted by the Board, including for Audit and Compensation Committee membership. The Board determined that each of the foregoing Directors meets the independence standards for Audit Committee membership under the rules of the SEC and they each qualify as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act.


ü Presides at Board meetings if the Executive Chairman and the Chief Executive Officer are not present;						Uniquely Engaged: Attended 49 Board and committee meetings in 2020 (Board meets monthly)
ü Approves the schedule of Board and committee meetings and the agendas and topics to be considered at Board and committee meetings;
ü Approves information being sent to the Board;
ü Coordinates activities of the various Board committees;						Compensation established in 2013 based upon an analysis and recommendation of our Compensation Committee's independent consultant; has not increased since that time
ü Advises the Executive Chairman as to the quality, quantity and timeliness of the flow of information necessary to permit the independent Directors to effectively and responsibly perform their duties;
ü Coordinates the agenda for and presides at executive sessions of the independent Directors;
ü Acts as a liaison between the independent Directors and the Executive Chairman as needed;						Leads investor engagement effort (reached out to investors representing nearly 70% of non-affiliated shares outstanding in 2020)
ü Is available for communication and engagement with major shareholders, and engaged with institutional shareholders in 2020 and 2021;
ü Facilitates the process of conducting committee and Board self-evaluations;
ü Promotes effective practices to achieve a high standard of corporate governance; and						Re-election to the Board was supported by nearly 90% of the shares voted in 2019
ü Provides guidance to the committee chairmen and independent Directors in the performance of their duties.

The Audit Committee of the Board of Directors, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, consists of Mr. Reece, who serves as Chairman, Mr. Berman, Mr. Buchwald and Ms. Fox. Each member of the Audit Committee is "independent" and "financially literate" in the judgment of the Board of Directors, as defined in the listing standards of the NYSE and the rules of the SEC. In addition, the Board of Directors has determined that Mr. Buchwald is an "audit committee financial expert" as defined by applicable SEC regulations. The Board believes that his experience and qualifications described above under "Election of Directors" qualify him to act as the Audit Committee's audit committee financial expert.

The Compensation Committee met eight times during 2020. The Compensation Committee consists of Mr. Baker, who serves as Chairman, and Mr. Buchwald. Each member of the Committee is independent in the judgment of the Board of Directors, as defined in the listing standards of the NYSE, and has been determined by the Board to qualify as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. The Compensation Committee approves executive compensation plans, reviews salaries, bonuses and other forms of compensation for officers and key employees of the Company, establishes salary levels, benefits and other forms of compensation for employees and addresses other compensation and personnel matters as the Board of Directors from time to time may request. The organization, functions and responsibilities of the Compensation Committee are described in the Compensation Committee's restated charter, which is posted on the investor relations section of the Company's website, www.mdcholdings.com.

The Compensation Committee has the authority to oversee all employee compensation levels, including benefits. Its goal is to have the Company develop compensation levels that will attract, retain, reward and motivate employees, that are competitive with those prevailing in the marketplace and are consistent with shareholder interests. The Compensation Committee also administers the Company's equity and other compensation plans, as they may be amended from time to time. The Compensation Committee may delegate the day-to-day administrative duties of these plans to Company officers, employees and agents.

Historically, the Company's Board of Directors, and not the Compensation Committee, has exercised the authority to consider and determine Director compensation, including retainer and meeting fees. Each Director, who was not an employee of the Company ("Non-Employee Directors") has received equity compensation pursuant to the M.D.C. Holdings, Inc. 2020 Equity Incentive Plan for Non-Employee Directors approved by the shareholders in 2020 (the “2020 Director Plan”), under which each Non-Employee Director is granted an option to purchase 30,618 shares of common stock annually. The amount of shares covered by the option will be proportionally increased or decreased for any increase or decrease in the number of shares of stock outstanding on account of any recapitalization, split, reverse split, combination, exchange, dividend or other distribution payable in shares of stock.

Mr. Mizel and Mr. Mandarich, with the assistance of the Company’s human resources department, make recommendations to the Compensation Committee with respect to the structure of the compensation plans and proposals for compensation levels for Company employees, including the Chief Financial Officer and the General Counsel. The resources and processes used in making these recommendations involve a review of employee performance with respect to established goals, and overall Company performance subjectively compared to other public homebuilders and the Company's business plan.

The Corporate Governance/Nominating Committee met seven times during 2020. The Corporate Governance/Nominating Committee consists of Mr. Siegel, who serves as Chairman, Mr. Blackford and Mr. Buchwald. Each member of the Committee is independent in the judgment of the Board of Directors, as defined in the listing standards of the NYSE. The organization, functions and responsibilities of the Corporate Governance/Nominating Committee are described in the Committee's charter, which is posted on the investor relations section of the Company's website, www.mdcholdings.com. The functions of the Corporate Governance/Nominating Committee include development of and recommendations as to corporate governance principles and the Company's Code of Conduct, identification of individuals qualified to become Board members, the review of Director independence, the selection process for Director nominees and oversight of the self-evaluations of the Board and the Audit, Compensation and Corporate Governance/Nominating Committees.

The By-Laws provide that nominations of persons for election to the Board of Directors may be made at a meeting of shareholders by any shareholder entitled to vote for the election of Directors and who complies with the notice procedures set forth in the By-Laws. Specifically, such nominations shall be made pursuant to timely notice in writing to the Secretary of the Company. To be timely, a shareholder's notice shall be delivered to, or mailed and received at, the principal offices of the Company not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 75 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder's notice shall set forth in writing the information required by the By-Laws. The chairman of the meeting will determine whether or not the nomination was made in accordance with the foregoing procedure. If it was not, the chairman will so declare and the defective nomination will be disregarded. If it was, the nomination will be considered. The Corporate Governance/Nominating Committee may request that additional information be provided in connection with consideration of the nomination.

The Corporate Governance/Nominating Committee believes that all candidates for the Board, including candidates recommended by shareholders, should have experience in appropriate areas and disciplines and, ideally, will add to the experience of current Board members. While the Committee does not have a formal diversity policy, in identifying Director nominees and recommending candidates for nomination by the Board, the Committee considers and assesses, in addition to applicable requirements of law and of the NYSE, the diversity of the candidate's experience, qualifications and background including business experience, specific expertise, strength of character, judgment, and other factors (such as gender, ethnicity and age) deemed appropriate to contribute meaningfully to the Board’s capability to serve as effective, engaged stewards of shareholders’ interests. The Committee, as well as the full Board, understands that our long-term future depends on broadening our diversity in the boardroom and among the senior management team. Our current Board members are from various backgrounds and bring a valuable mixed set of skills providing a wide-ranging perspective on the issues important to our Company. We anticipate future nominees will reflect the skills, experience and diversity needed to drive the business going forward. Other than for compliance with the procedures set forth in the By-Laws, there is no difference in the manner in which the Corporate Governance/Nominating Committee evaluates nominees for Director based on whether the nominee is recommended by a shareholder. At such times as may be appropriate, the Corporate Governance/Nominating Committee will lead the search for individuals qualified to become members of the Board, seeking candidates who have diversity of backgrounds, as well as experience with the ability to broaden the diversity of our Board being an advantage. The Committee has authority to engage search firms to identify candidates for nomination to the Board.

The Legal Committee met ten times during 2020. The Legal Committee consists of Mr. Buchwald, who serves as Chairman, Mr. Blackford, Mr. Siegel and Ms. Mizel. Other than Ms. Mizel, a non-employee director, all Legal Committee members are independent members of the Board of Directors. The Legal Committee provides oversight and review of significant legal affairs of the Company, and it has been active in reviewing legal issues affecting the Company's business with the Company's counsel. The organization, functions and responsibilities of the Legal Committee are described in the committee's charter, which is posted in the investor relations section of the Company's website, www.mdcholdings.com.

The Board of Directors has adopted a charter for the Audit Committee, designed to comply with the applicable requirements of the NYSE listing standards and SEC regulations. The Board of Directors also has adopted charters for the Compensation Committee and the Corporate Governance/Nominating Committee, designed to comply with the applicable requirements of the NYSE listing standards, and a charter for the Legal Committee. These charters are posted under the corporate governance documents on the investor relations section of the Company's website, www.mdcholdings.com.

For many years, the Company has had in place a Corporate Code of Conduct designed to provide that all persons associated with the Company, including employees, officers and Directors, follow the Company's compliance program and legal and ethical obligations and conduct themselves accordingly. The Company’s employees, officers and Directors receive annual training on the Corporate Code of Conduct. In 2020, all officers, directors and employees (other than those on leave of absence) participated in the annual training. Upon returning from a leave of absence, employees, officers and Directors are required to be current on their Corporate Code of Conduct training.

The Company has in place four Asset Management Committees (each "AMC"), three for reviewing real estate transactions and one for reviewing corporate transactions. Each real estate AMC is comprised of our Chief Executive Officer, Chief Financial Officer and one of our other corporate officers, with the corporate AMC comprised of our Chief Executive Officer and Chief Financial Officer. Each AMC generally meets weekly to review all proposed real estate transactions and other proposed non-real estate transactions at or above certain thresholds. Transactions that exceed certain thresholds also are reviewed by an executive committee of senior officers and the Board of Directors.

In order to strengthen the financial alignment of the Company's Directors with the interests of the Company's shareholders, the Corporate Governance/Nominating Committee and the Board of Directors have established Equity Ownership Guidelines for Directors who are not employees of the Company. Under these guidelines, each Director is encouraged to acquire and maintain ownership of common stock with an acquisition value, measured at the time of acquisition, of not less than ten times the annual amount of the retainer paid for serving on the Board of Directors determined as of the time the Director joins the Board. The annual amount of the retainer currently is $60,000 resulting in a current stock ownership goal of $600,000 for new Directors. The Directors who have not yet achieved the goal have agreed to retain 100% of the shares they acquire through restricted stock awards and the future exercise of stock options, net of taxes and any option exercise price, up to the number of shares necessary to achieve the goal.


Our directors participate in our year-round shareholder engagement program that maintains transparency and solicits feedback.
70%	Outreach to investors holding nearly 70% of non-affiliated shares, offering the opportunity to meet	•Our independent directors participate in our shareholder engagements to solicit feedback directly from our investors. •Additionally, this ongoing dialogue provides an opportunity for shareholders to understand the process behind our strategy for increasing long-term shareholder value, governance practices and executive compensation design. •Our independent Lead Director primarily drives Board involvement in shareholder engagement. Feedback is then relayed to our entire Board and the management team. •The feedback is considered in establishing our governance practices and executive compensation design.
55%	Engaged with investors holding nearly 55% of non-affiliated shares
100%	All engagements were led by independent directors

The compensation program has served the shareholders well over the years in attracting and retaining exceptionally dedicated Board members, whose benefits are closely aligned with the long-term interests of the shareholders. All of the independent Directors have agreed to retain 100% of the shares they acquire through restricted stock awards and the future exercise of stock options, net of taxes and any option exercise price, up to the number of shares necessary to achieve a goal of 10 times their annual retainer as of the time the Director joined the Board (presently $600,000).

1 Each Non-Employee Director was entitled to a vested option to purchase 30,618 shares of common stock or 10,873 shares of restricted stock on August 1, 2020. The dollar amount shown for each Director is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For details on the assumptions used to calculate the fair value of options, see Note 22 (Stock Based Compensation) to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. The annual Black-Scholes-Merton calculation for the value of the stock options was performed by AON Equity Services, an independent statistical analyst firm.

During 2020, each Non-Employee Director (excluding the Lead Director) earned a retainer in the amount of $5,000 per month and the amount of $3,000 for each Board meeting attended. Committee members (excluding the Lead Director) earned $3,000 for each Audit Committee meeting attended and $2,500 for each Compensation and/or Corporate Governance/Nominating Committee meeting attended. The members of the Legal Committee (also excluding the Lead Director) earned a retainer in the amount of $2,000 per month. In addition, the chairmen of the Audit Committee, Compensation Committee and Corporate Governance/Nominating Committee each received a retainer in the amount of $1,250 per month. Mr. Berman received a retainer of $2,000 per month for his service as a director on the Board of HomeAmerican Mortgage Corporation, which conducted four meetings during the year. The Lead Director earned $32,500 per month for performance of the duties and responsibilities established by the Board and his leadership as a member on all of the committees. Each Director is also reimbursed for expenses related to their attendance at Board and committee meetings.

Pursuant to the M.D.C. Holdings, Inc. 2020 Equity Plan for Non-Employee Directors, approved by the shareholders at the annual meeting on April 20, 2020, each Non-Employee Director obtained an Equity Benefit in the form of a vested option to purchase 30,618 shares of common stock. The stock options are not exercisable until six months after the date of the grant. In lieu of acceptance of the stock option, each Non-Employee Director has the opportunity to elect, in advance and instead of the option grant, to receive an award of restricted stock in an amount valued at the equivalent reportable expense to the Company of the option grant. The restricted stock awards vest on March 1st of the following year.

Our Board reviews Director compensation annually in collaboration with the Compensation Committee and the Committee's compensation consultant with reference to comparable individual and peer group director fees and prevailing market practices. The Board takes into consideration a number of specific factors attributable to the Directors’ service on the Board, including the Company’s higher-than-usual frequency of Board, Audit and Legal Committee meetings (the Board, Audit and Legal Committee meetings are generally conducted on a regular monthly basis, Corporate Governance/Nominating and Compensation Committee meetings are held periodically, as required, with interim communications arising, as necessary) and the extraordinary level of engagement of our Non-Employee Directors. The Board believes that our Non-Employee Director compensation (1) should be competitive with companies in our Peer Group, taking into account (i) the value of their seasoned experience and expertise and (ii) the comparative level of engagement and time commitment to prepare for and attend monthly Board meetings, and (2) should include a combination of cash and equity-based compensation that align their interests with our shareholders.

Pursuant to SEC rules, to determine our median employee, we used W-2 compensation for our entire employee population, all of whom are located within the United States. As of December 31, 2019, we identified our median employee (excluding our CEO from the calculation). During the last completed fiscal year there has been no change in our employee population or employee compensation arrangements that we believe would result in a significant change to the pay ratio disclosure. Accordingly, we are using the same median employee in our pay ratio calculation. For the fiscal year ended December 31, 2020, we calculated that median employee’s total compensation using the same methodology that we used to calculate the total compensation for our CEO. The 2020 annual total compensation of the median employee and our CEO, respectively, were $86,494 and $14,091,025. The ratio of the 2020 annual total compensation for our CEO to that of our median employee was 163 to 1.

The following persons served as members of the Compensation Committee during 2020: Raymond T. Baker and Herbert T. Buchwald. None of the Committee members were, during the last fiscal year, officers or employees of the Company, none were formerly officers of the Company and none had a material interest in a "related person" transaction since the beginning of 2020. During 2020, none of our executive officers served as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of our Board or Compensation Committee.

As described above under “Compensation Discussion and Analysis,” we believe that our ability to retain and motivate named executive officers with the skills, experience and capacity to succeed in our competitive industry has been essential to the success of our Company and a significant factor in creating long-term value for our shareholders. Our compensation philosophy recognizes the value of rewarding our executive officers for their past performance and motivating them to continue to excel in the future. We endeavor to deliver fair and appropriate compensation to our executive officers that is in the best interests of the Company and its shareholders.

Our Board of Directors believes that attracting, rewarding and retaining highly qualified officers and key employees, and motivating them to serve the Company and its affiliated entities and to expend maximum efforts, is important to our continued growth and success. Equity awards are an important element of our compensation program because stock options, restricted stock and other equity awards enable our officers and key employees to acquire or increase their proprietary interest in the operations and future success of our Company, thereby promoting a close alignment of interests between such individuals and our shareholders.

Similarly, our existing dilution level remains reasonable. We have a total of 65,072,429 shares outstanding (as of the Record Date), a total of 1,472,867 shares available under our two equity plans and a total of 5,576,779 shares covered by outstanding options and performance share units under both equity plans, resulting in a dilution rate of 9.8%. With the incremental additional 1,984,696 shares (3,000,000 shares in the 2021 Equity Plan less the 1,015,304 available shares under the 2011 Plan) authorized under the 2021 Equity Plan, the dilution rate would only modestly increase to 12.2%. We calculate our existing “dilution” level as follows: “X” [shares available under our equity plans plus shares covered by outstanding options and performance share units] divided by “Y” [shares outstanding plus “X”].

Administration. The 2021 Equity Plan will be administered by our Compensation Committee or any committee designated by our Board of Directors to administer the plan. The Compensation Committee or the Board may designate one or more subcommittees consisting of persons who satisfy the applicable requirements of any stock exchange or national market system on which our stock may be listed, persons who qualify as “independent” within the meaning of Section 10C(a)(3) of the Exchange Act and Rule 10C-1(b)(1) under the Exchange Act, non-employee directors as defined in Rule 16b-3 under Section 16 of the Securities Exchange Act of 1934, or any other persons appointed by the Board of Directors or Compensation Committee. For purposes of this summary of the 2021 Equity Plan, the Compensation Committee or other designated committee will be referenced as the “Committee.”

Shares Subject to the Plan. Subject to the adjustments upon changes in capitalization described below, 3,000,000 shares of our common stock will be available for issuance of awards under the 2021 Equity Plan. This number includes the approximately 1,015,304 shares of common stock that are expected to remain unused under the 2011 Plan when the 2011 Plan terminates. Subject to the adjustments upon changes in capitalization described below, the 3,000,000 shares of common stock available for issuance under the 2021 Equity Plan are available for issuance pursuant to incentive stock options. The maximum number or value of shares of common stock that may be granted to any individual under the 2021 Equity Plan in any calendar year shall not exceed the shares available for issuance under the plan, subject to the adjustments upon changes in capitalization described below. The shares underlying terminated awards will remain available for issuance under the 2021 Equity Plan and shares that are utilized to pay an award’s exercise price or tax withholding obligations will not count against the 2021 Equity Plan’s share limits.

Stock Options and Stock Appreciation Rights. The Committee is authorized to grant stock options, including both incentive stock options (“ISOs”), which can result in potentially favorable tax treatment to the participant, non-qualified stock options (“NSOs”), and stock appreciation rights (“SARs”). The exercise price per share of common stock subject to an option or SAR must be at least the fair market value of the underlying stock at the date of grant of a stock option or SAR. An ISO granted to a participant who is the holder of record of more than 10% of the Company’s stock will have an exercise price of at least 110% of the fair market value of the underlying stock at the date of grant. The term of each option and SAR and the times at which each option or SAR shall be exercisable generally will be fixed by the Committee, except no option or SAR will have a term exceeding 10 years. Upon the termination of an option holder’s or SAR holder’s employment with us, the ability to exercise vested options and SARs will be determined in the discretion of the Committee as set forth in the applicable award agreement. Upon the termination of an option holder’s or SAR holder’s employment, all of that person’s options and SARs will expire in accordance with the terms of the applicable award agreement; provided, however, that no incentive stock options shall be exercisable more than three (3) months after the participant ceases to be an employee for any reason other than death or disability, or more than one (1) year after the participant ceases to be an employee due to death or disability. Options may be exercised by payment of the exercise price.

The exercise price of an NSO or ISO shall be payable to the Company in full, in any method permitted under the award agreement, including: (i) in cash or in cash equivalents acceptable to the Company; (ii) by tendering unrestricted shares of stock already owned by the participant (for at least six (6) months or such other period as may be required by the Committee in order to comply with applicable law and to avoid adverse accounting consequences) on the date of surrender to the extent the shares of stock have a fair market value on the date of surrender equal to the aggregate exercise price of the shares as to which such NSO or ISO shall be exercised, provided that, in the case of an ISO, the right to make payment in the form of already owned shares of stock may be authorized only at the time of grant, (iii) any other method approved or accepted by the Committee in its sole discretion, including, but not limited to a cashless (broker-assisted) exercise (although limitations might apply to certain executive officers), or (iv) any combination of the foregoing.

Restricted Stock and Restricted Stock Units. The Committee may grant shares of restricted stock or restricted stock units under the 2021 Equity Plan. The Committee determines in the award agreement the restriction period during which the restricted stock or the restricted stock units are subject to a substantial risk of forfeiture based upon the passage of time, the achievement of performance goals or the occurrence of other events determined by the Committee. Except as provided in the plan or an award agreement, the restricted stock or the restricted stock units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the restriction period or upon earlier satisfaction or any other conditions, as specified by the Committee. The Committee may impose other conditions, including a requirement that the participant pay a specified amount to purchase each share of restricted stock, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting, or holding requirements or sale restrictions upon vesting. Unless otherwise provided by the Committee, participants forfeit any unvested shares of restricted stock or restricted stock units upon termination of service. Participants holding restricted stock generally may vote the shares. The holder of restricted stock may be entitled to receive any dividends paid. Participants holding shares of restricted stock units shall have no rights of shareholders. The holder of such restricted stock units may be entitled to receive dividend equivalents.

Performance Awards. The Committee may condition any award under the 2021 Equity Plan on the fulfillment of conditions and the attainment of performance goals over such periods as the Committee determines in writing and sets forth in the award agreement between the Company and the participant. Performance goals are based on the attainment of specified target levels with respect to one or more selected measures of business or financial performance. Performance goals may include alternate and multiple goals and may be based on one or more of the following criteria: (a) total shareholder return; (b) return on assets, return on equity, or return on capital employed; (c) measures of profitability such as earnings per share, corporate or business-unit net income, net income before extraordinary or one-time items, earnings before interest and taxes, or earnings before interest, taxes, depreciation and amortization; (d) cash flow from operations; (e) gross or net revenues or gross or net margins; (f) levels of operating expense or other expense items reported on the income statement; (g) measures of customer satisfaction and customer service; (h) safety; (i) annual or multi-year average production growth; (j) efficiency or productivity measures such as annual or multi-year absolute or per-unit operating and maintenance costs; (k) satisfactory completion of a major project or organizational initiative with specific criteria set in advance by the Committee; (l) debt ratios or other measures of credit quality or liquidity; (m) strategic asset sales or acquisitions in compliance with specific criteria set in advance by the Committee; (n) sales and marketing measures, such as annual or multi-year “net-back” sales or the introduction of new products in accordance with specific goals set in advance by the Committee; (o) staffing and retention; (p) any criteria that are stated in the shareholder approved 2013 Executive Officer Performance–Based Compensation Plan (as amended); or (q) any other measure of the Company’s financial or other goals, as established by the Committee.

The Committee will, in the award agreement, state the results that will transpire if a participant terminates service due to death or disability prior to completion of the applicable performance period. For example, the final award value may be determined at the end of the performance period on the basis of the performance goals attained during the entire performance period, but will then be prorated for the number of months of the participant’s service during the performance period. The Committee may also provide that, if a participant’s service terminates prior to completion of the applicable performance period for any other reason, the participant forfeits the performance award, unless the Committee determines otherwise. Participants may not sell or transfer a performance award, other than by will or the laws of descent and distribution, prior to the end of the applicable performance period. In the event that the performance goals are not satisfied, the award shall not become vested or payable, as applicable.

Adjustments Upon Changes in Capitalization. The 2021 Equity Plan provides that, in the event of any change in our capital structure that effects an increase or decrease in the number of shares of our common stock without receipt of consideration, the maximum number of shares of stock for which awards may be made under the plan shall be proportionately increased or decreased, and the number and kind of shares for which awards are outstanding may be proportionately increased or decreased. Any adjustment in outstanding options or SARs will not increase the aggregate exercise price or grant price payable with respect to shares that are subject to the unexercised portion of the option or SAR, in compliance with Section 409A of the Code. In the event of a reorganization in which the Company is the surviving entity and no change of control occurs, any previous award will generally apply solely to securities to which the holder of the number of securities subject to such award would have been entitled immediately following such reorganization and, in the case of options or SARs, with a corresponding proportionate adjustment of the exercise price or grant price per share. Adjustments to shares of stock will be made by the Committee whose determination will be final and the Committee may provide in award agreements for different

Clawback Policy. Awards granted under the 2021 Equity Plan shall be subject to our clawback policy, in its current form and as it may be amended, as well as any other clawback policy as subsequently adopted by the Company, an Affiliate, and/or Subsidiary. The Committee may specify in the award agreement that the participant’s rights, payments, and benefits with respect to an award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an award.

The following is a general summary as of January 2021 of the federal income tax consequences to us and to U.S. participants to awards granted under the 2021 Equity Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences based on particular circumstances. The federal tax laws may change and the federal, state and local tax consequences for any participant will depend upon his or her individual circumstances. Tax consequences for any particular individual may be different. This summary is not intended to be exhaustive and does not discuss the tax consequences of a participant’s death or provisions of income tax laws of any municipality, state or other country. Each participant is advised to consult his or her individual tax advisor concerning their personal tax consequences.

Incentive Stock Options. For federal income tax purposes, the holder of an ISO has no taxable income at the time of the grant or exercise of the ISO. If such person retains the common stock for a period of at least two years after the stock option is granted and one year after the stock option is exercised, any gain upon the subsequent sale of the common stock will be taxed as a long term capital gain. A participant who disposes of shares acquired by exercise of an ISO prior to the expiration of two years after the stock option is granted or before one year after the stock option is exercised will realize ordinary income as of the date of exercise equal to the difference between the exercise price and fair market value of the stock. Any additional gain or loss recognized upon any later disposition of the shares would be short or long term capital gain or loss depending on whether the shares had been held by the participant for one year or more. The difference between the option exercise price and the fair market value of the shares on the exercise date of an ISO is an adjustment in computing the holder’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the participant’s regular income tax for the year.

Restricted Stock. A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the “determination date.” The determination date is the date on which the participant acquires the shares unless the shares are subject to a substantial risk of forfeiture and are not transferable, in which case the determination date is the earlier of (i) the date on which the shares become transferable or (ii) the date on which the shares are no longer subject to a substantial risk of forfeiture. If the determination date is after the date on which the participant acquires the shares, the participant may elect, pursuant to Section 83(b) of the Code, to have the date of acquisition be the determination date by filing an election with the Internal Revenue Service no later than 30 days after the date on which the shares are acquired. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the determination date, will be taxed as capital gain or loss.

Restricted Stock Units. A participant generally will recognize no income upon the receipt of a restricted stock unit award. Upon the settlement of such an award, participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any substantially vested shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. If the participant receives shares of restricted stock, the participant generally will be taxed in the same manner as described under “Restricted Stock.” Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair market value on the determination date (as defined under “Restricted Stock”), will be taxed as capital gain or loss.

Internal Revenue Code Section 409A. Section 409A of the Internal Revenue Code governs the federal income taxation of certain types of nonqualified deferred compensation arrangements. A violation of section 409A generally results in an acceleration of the recognition of income of amounts intended to be deferred and the imposition of a federal excise tax of 20% on the recipient of the award who are our employees over and above the income tax owed plus possible penalties and interest. The types of arrangements covered by section 409A are broad and may apply to certain awards available under the 2021 Equity Plan. As required by section 409A, certain nonqualified deferred compensation payments to specified employees may be delayed to the seventh month after such employee’s separation from service.


	Options	Restricted Stock Awards	Performance Share Units
Name			Threshold	Target	Maximum
Larry A. Mizel	200,000	45,903	60,000	120,000	240,000
David D. Mandarich	200,000	45,903	60,000	120,000	240,000
Robert N. Martin	—	8,606	15,000	30,000	60,000
Rebecca B. Givens	—	5,142	—	—	—
Michael Touff	—	1,721	—	—	—
All current executive officers as a group	400,000	107,275	135,000	270,000	540,000

All current directors who are not executive officers as a group	—	—	—	—	—
Each nominee for election as a director	—	—	—	—	—
Each associate of any of such directors, executive officers or nominees	—	—	—	—	—
Each other person who received 5% of awards	—	—	—	—	—
All employees, including all current officers who are not executive officers, as a group	—	47,432	—	—	—

Management is responsible for the Company's internal controls and the financial reporting process. The Company's independent registered public accounting firm, Ernst & Young LLP ("independent auditors"), is responsible for performing an independent audit of the Company's consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and for issuing a report thereon. The Audit Committee generally meets monthly, or more often as necessary, to fulfill its responsibility to monitor and oversee these processes, as described in the Audit Committee Charter.

During 2020, the Company paid a firm owned by Carol Mizel, Mr. Mizel's spouse, $120,000 for consulting services in connection with corporate and consumer marketing, merchandising, design work, human resources development, product development, and such other matters as were requested by the Company's senior management. The firm, Mizel Design and Decorating Company, provided these services under an Independent Contractor Agreement with the Company, dated as of January 1, 2005. The Company also provides Ms. Mizel with office space in the Company's office building at 4350 S. Monaco Street, which has an estimated annual rental value of approximately $7,500.

Effective as of January 1, 2005, and August 2, 2007, Larry A. Mizel, Chief Executive Officer, and David D. Mandarich, President and Chief Operating Officer, each entered into lease agreements for their non-business use of Company aircraft when the aircraft is not required for Company business. The lease agreements require payment of the Incremental Expenses incurred by the Company for each non-business use, as defined in the lease agreements. The Incremental Expenses represent the maximum reimbursement permitted by the Federal Aviation Administration in Federal Aviation Regulation Part 91.501(d). The executive officers also pay the federal excise tax for the non-business use of the aircraft. Copies of the lease agreements have been filed with the SEC on Form 8-K and Form 10-Q. For their non-business use of the aircraft in 2020, Messrs. Mizel and Mandarich reimbursed the Company for Incremental Expenses of $90,000 and $50,005, respectively.

Our policies require that full information be disclosed regarding transactions with related persons, without mandating how such transactions are to be addressed, so that they may be considered on their own merits. Specifically, our Corporate Code of Conduct, in addressing conflicts of interest, notes that personal interests of our employees and Directors and their family members could come into conflict, or create the appearance of a conflict, with the Company's interest. Accordingly, the Code of Conduct requires all employees (including our executive officers) and our Directors to immediately report conflicts of interest or transactions that could create the appearance of a conflict of interest. These reports are to be made immediately to a Company compliance officer (as identified in the Code of Conduct), the Company's Asset Management Committees, or, for members of the Company's Board of Directors, to the Audit Committee, for a determination as to compliance with the Code of Conduct.

In addition, the Audit Committee's charter provides for the Committee to be informed of related party transactions. In support of this and the Company's SEC reporting requirements, the following written procedure has been adopted. Specifically, the Directors and executive officers are to report to the Company's legal department all related party transactions between the Company (or any of its subsidiaries) and any of the executive officers and Directors, including any of their family members, which is reported on a monthly basis to the Audit Committee. Also, our CFO reports on a monthly basis to the Audit Committee as to the best of the CFO’s, Executive Chairman's and CEO’s knowledge, whether or not any related party transactions have occurred.

Under the procedures established by the Audit Committee, all audit services and all non-audit services by the Company's auditors are to be pre-approved by the Audit Committee, subject to the de minimis exception provided under Section 202 of the Sarbanes-Oxley Act of 2002. In certain cases, pre-approval is provided by the committee for up to a year as to particular categories of services, subject to a specific budget. The Committee also has delegated to each of its members the authority to grant pre-approvals, such pre-approvals to be presented to the full Committee at the next scheduled meeting. For 2020 and 2019, all of the fees included under the headings "Audit-Related Fees," "Tax Fees" and "All Other Fees" above were pre-approved by the Audit Committee.

Management and the Board of Directors of the Company know of no matters to be brought before the Meeting other than the proposals set forth above. If you grant a proxy, each of the persons named as proxy holder, Rebecca B. Givens and Joseph H. Fretz, or their nominees or substitutes, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Meeting. If for any unforeseen reason, any of our nominees are not available as a candidate for Director, the proxy holder may vote your proxy for such other candidate or candidates nominated by our Board.

Any proposal a shareholder desires to present at the 2022 Annual Meeting of Shareholders and to have included in the Company's proxy soliciting materials pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, must be received in writing by the Secretary of the Company not later than Friday, November 5, 2021. However, if the date of the 2022 Annual Meeting changes by more than 30 days from the date of the 2021 Meeting, then the deadline is a reasonable time before the Company begins to print and mail its proxy materials as the Company shall inform the shareholders.

For shareholder proposals submitted outside the Rule 14a-8 process, the Company's By-Laws provide that only business properly brought before a meeting will be conducted. For business to be properly brought before a meeting by a shareholder, the shareholder must give timely notice thereof in writing to the Secretary of the Company. To be timely, the notice must be delivered to, or mailed and received at, the principal executive offices of the Company not less than 60 days nor more than 90 days prior to the meeting; however, in the event that less than 75 days' notice or prior public disclosure of the date of such meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the meeting was mailed or such public disclosure was made. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the meeting: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the class and number of shares of the Company which are beneficially owned by the shareholder and (iv) any material interest of the shareholder in such business.


1 INTRODUCTION			1
1.1 Establishment			1
1.2 Purpose			1
1.3 Effect on Existing Agreements			1
2 DEFINITIONS			1
3 PLAN ADMINISTRATION			6
3.1 General			6
3.2 Delegation by the Committee			8
3.3 Limitations on Authority			8
3.4 Deferral Arrangement			8
3.5 No Liability			8
3.6 Book Entry			8
4 STOCK SUBJECT TO THE PLAN			8
4.1 Number of Shares			8
4.2 Individual Award Limits			9
4.3 Share Counting			9
5 ELIGIBILITY AND PARTICIPATION			9
6 STOCK OPTIONS			9
6.1 Grant of Options			9
6.2 Award Agreement			9
6.3 Exercise of Option			10
6.4 Termination of Service			11
6.5 Limitations on Incentive Stock Options			11
6.6 Transferability			11
6.7 Family Transfers			11
6.8 Rights of Holders of Options			12
7 STOCK APPRECIATION RIGHTS			12
7.1 Grant of Stock Appreciation Rights			12
7.2 Award Agreement			12
7.3 Exercise of Stock Appreciation Right			12
7.4 Effect of Exercise			13
7.5 Termination of Service			13
7.6 Transferability			13
8 RESTRICTED STOCK AND RESTRICTED STOCK UNITS			13
8.1 Grant of Restricted Stock or Restricted Stock Units			13
8.2 Award Agreement			13
8.3 Restrictions on Transfer			13
8.4 Forfeiture; Other Restrictions			14
8.5 Restricted Stock Units			14


8.6 Termination of Service			14
8.7 Shareholder Privileges			14
9 PERFORMANCE BASED COMPENSATION			15
9.1 Grant or Vesting of Award Subject to Objective Performance Goals			15
9.2 Establishment of Performance Goals			15
9.3 Achievement of Performance Goals			15
10 OTHER STOCK-BASED AWARDS			15
11 DIVIDENDS AND DIVIDEND EQUIVALENTS			16
12 TAX WITHHOLDING			16
13 PARACHUTE LIMITATIONS			16
14 EFFECT OF CHANGES IN CAPITALIZATION			17
14.1 Changes in Stock			17
14.2 Reorganization in Which the Company Is the Surviving Entity and in Which No Change of Control Occurs			18
14.3 Adjustment			18
14.4 No Limitations on the Company			18
15 FORFEITURE			18
15.1 Clawback Policy			18
16 REQUIREMENTS OF LAW			19
16.1 General			19
16.2 Rule 16b-3			19
17 GENERAL PROVISIONS			20
17.1 Disclaimer of Rights			20
17.2 Nontransferability of Awards			20
17.3 Changes in Accounting or Tax Rules			20
17.4 Nonexclusivity of the Plan			20
17.5 Captions			21
17.6 Other Award Agreement Provisions			21
17.7 Other Employee Benefits			21
17.8 Severability			21
17.9 Governing Law			21
17.10 Section 409A			21
18 AMENDMENT, MODIFICATION AND TERMINATION			22
18.1 Amendment, Modification, and Termination			22
18.2 Awards Previously Granted			22
19 SHAREHOLDER APPROVAL; EFFECTIVE DATE OF PLAN			22
20 DURATION			22
21 EXECUTION			22

2.1 “Affiliate” means with respect to the Company, (i) any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including without limitation, any Subsidiary, and (ii) any corporation or other entity controlling, controlled by, or under common control with the Company, including any member of an affiliated group of which the Company is a common parent corporation or subsidiary corporation (within the meaning of Section 424 of the Code).

2.7 “Cause” has the definition assigned to it in any employment, consulting or other services agreement, if any, between the Employee and the Company or an Affiliate or, if there is no such employment, consulting or other services agreement, means, as determined by the Committee (i) any willful breach of any material written policy of the Company or an Affiliate, including those policies prohibiting sexual harassment, that is materially detrimental to the Company or the Affiliate; (ii) engaging in any conduct involving moral turpitude that is materially detrimental to the Company or an Affiliate, including, but not limited to, misappropriation or conversion of assets of the Company or an Affiliate (other than immaterial assets); (iii) a conviction of or entry of a plea of nolo contendere to a felony; or (iv) a material breach by the Employee of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Employee and the Company or an Affiliate. No act or failure to act by the Employee shall be deemed “willful” if done, or omitted to be done, by him or her in good faith and with the reasonable belief that his or her action or omission was in the best interest of the Company or an Affiliate.

2.11 “Committee” means the Compensation Committee of the Board or any committee designated by the Board to administer the Plan. The Compensation Committee or the Board may designate one or more subcommittees to (i) consist solely of persons who satisfy the applicable requirements of any stock exchange or national market system on which the shares of Stock may be listed, (ii) consist solely of persons who qualify as “independent” within the meaning of Section 10C(a)(3) of the Exchange Act and Rule 10C-1(b)(1) under the Exchange Act, or (iii) consist solely of persons who qualify as a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Compensation Committee or the Board may also designate one or more subcommittees that consist of persons appointed in the discretion of the Compensation Committee or the Board who are not described in (i), (ii) or (iii) of the preceding sentence.

2.20 “Fair Market Value” means the value of a share of Stock as of a particular day, determined as follows: (a) the closing sale price reported for such share on the national securities exchange or national market system on which such stock is principally traded, or if no sale of shares is reported for such day, on the next preceding day on which a sale was reported, or (b) if the shares of Stock are not then listed on a national securities exchange or national market system, or the value of such shares is not otherwise determinable, such value as determined by the Committee in good faith in its sole discretion consistent with the requirements under Section 409A of the Code.

2.21 “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Participant, a trust in which any one or more of these persons (or the Participant) in the aggregate have more than fifty percent (50%) of the beneficial interest, a foundation in which any one or more of these persons (or the Participant) in the aggregate control the management of assets, and any other entity in which one or more of these persons (or the Participant) in the aggregate own more than fifty percent (50%) of the voting interests; provided, however, that to the extent required by applicable law, the term Family Member shall be limited to a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Participant or a trust or foundation for the benefit of any one or more of these persons.

authority, excluding for this purpose an action not taken in bad faith and which is remedied within twenty (20) days after receipt of written notice thereof given by the Participant, (iii) the assignment to the Employee of any duties inconsistent with the Participant’s position (including status or reporting requirements), authority, or material responsibilities, or the removal of the Employee’s authority or material responsibilities, excluding for this purpose an action not taken in bad faith and which is remedied by the Company within twenty (20) days after receipt of notice thereof given by the Participant, (iv) a transfer of the Participant’s primary workplace by more than fifty (50) miles from the current workplace, or (v) a material breach of any term of any employment, consulting or other services agreement, if any, between the Employee and the Company or an Affiliate by the Company which is not remedied within twenty (20) days after receipt of written notice thereof given by the Participant.

2.40 “Service” means service as an Employee of the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Participant’s change in position or duties shall not result in interrupted or terminated Service, so long as such Participant continues to be an Employee of the Company or an Affiliate. Subject to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Committee, which determination shall be final, binding and conclusive. Notwithstanding the foregoing, solely with respect to any Award that is subject to Section 409A of the Code and payable upon a termination of Service, a Participant shall be considered to have terminated Service with the Company or an Affiliate only when the Participant incurs a “separation from service” with respect to the Company or an Affiliate within the meaning of Section 409A(a)(2)(A)(i) of the Code.

the Participants from among the eligible individuals described in Section 5, determine the Awards to be made pursuant to the Plan, or shares of Stock to be issued thereunder and the time at which such Awards are to be made, fix the Option Price (or Grant Price), period and manner in which an Option (or Stock Appreciation Right) becomes exercisable, establish the duration and nature of Restricted Stock or Restricted Stock Unit restrictions, establish the terms and conditions applicable to, and establish such other terms and requirements of the various compensation incentives under the Plan as the Committee may deem necessary or desirable and consistent with the terms of the Plan. The Committee shall determine the form of the Award Agreements with Participants that shall evidence the particular provisions, terms, conditions, rights and duties of the Company and the Participants with respect to Awards granted pursuant to the Plan, which provisions need not be identical except as may be provided herein. The Committee may amend, modify, or supplement the terms of any outstanding Award including, but not limited to, amending an Award or exercising discretion under an Award or under the Plan to: (i) accelerate the date on which an Award becomes vested, exercisable, or transferable, (ii) extend the term of any Award, including the period following the termination of the Participant’s Service to the Company during which the Award shall remain outstanding, (iii) waive any conditions with regard to vesting, exercisability, or transferability of an Award, and (iv) recognize differences in local law, tax policy, or custom with regard to Awards made to foreign nations or individuals who are employed outside the United States. Notwithstanding the foregoing, no amendment or modification may be made to an outstanding Option or Stock Appreciation Right that (i) causes the Option or Stock Appreciation Right to become subject to Section 409A of the Code, (ii) reduces the Exercise Price or Grant Price, either by lowering the Exercise Price or Grant Price or by canceling the outstanding Option or Stock Appreciation Right and granting a replacement Option or Stock Appreciation Right with a lower Exercise Price or Grant Price, or (iii) would be treated as a repricing under the rules of the exchange upon which shares of Stock of the Company trade, without, with respect to item (i), the Participant’s written prior approval, and with respect to items (ii) and (iii), without the approval of the shareholders of the Company, provided, that appropriate adjustments may be made to outstanding Options and Stock Appreciation Rights pursuant to Section 14.

As a condition to any Award, without limiting the generality of Section 15 below, the Committee shall have the right, at its discretion, to require Participants to return to the Company Awards previously granted under the Plan. Subject to the terms and conditions of the Plan, any such subsequent Award shall be upon such terms and conditions as are specified by the Committee at the time the new Award is granted. The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Participant on account of actions taken by the Participant in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to the extent specified in such Award Agreement applicable to the Participant. Furthermore, the Committee may annul an Award if the Participant is an employee of the Company or an Affiliate thereof and is terminated for Cause as defined in the applicable Award Agreement or the Plan, as applicable.

3.2 Delegation by the Committee. The Committee may, from time to time, delegate, to specified officers of the Company, the power and authority to grant or document Awards under the Plan to specified groups of eligible individuals, subject to such restrictions and conditions as the Committee, in its sole discretion, may impose. The delegation shall be as broad or as narrow as the Committee shall determine. To the extent that the Committee has delegated the authority to determine certain terms and conditions of an Award, all references in the Plan to the Committee’s exercise of authority in determining such terms and conditions shall be construed to include the officer or officers to whom the Committee has delegated the power and authority to make such determination. However, any delegation (a) shall not result in the loss of an exemption under Rule 16b-3(d) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company, and there shall be no delegation of authority to grant awards to any Section 16 person, (b) shall not result in a related-person transaction with an executive officer required to be disclosed under Item 404(a) of Regulation S-K (in accordance with Instruction 5.a.ii thereunder) under the Exchange Act and (c) shall be permitted under Section 157 and other applicable provisions of the Delaware General Corporation Law.

4.3 Share Counting. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem Awards) and make adjustments in accordance with Section 14. If the Exercise Price of any Option granted under the Plan, or if pursuant to Section 12 the tax withholding obligation of any Participant with respect to an Option or other Award, is satisfied by tendering shares of Stock to the Company or by withholding shares of Stock, the number of shares of Stock issued net of the shares of Stock tendered or withheld shall be deemed delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. To the extent that an Award under the Plan is canceled, expired, forfeited, settled in cash, settled by issuance of fewer shares than the number underlying the Award, or otherwise terminated without delivery of shares to the Participant, the shares of Stock retained or returned to the Company shall also be available under the Plan.

b.Payment. A condition to the issuance or other delivery of shares of Stock as to which an Option shall be exercised shall be the payment of the Exercise Price and satisfaction of any tax withholding requirements. The Exercise Price of an Option shall be payable to the Company in full, in any method permitted under the Award Agreement, including: (i) in cash or in cash equivalents acceptable to the Company; (ii) by tendering unrestricted shares of Stock already owned by the Participant (for at least six (6) months or such other period as may be required by the Committee in order to comply with applicable law and to avoid adverse accounting consequences) on the date of surrender to the extent the shares of Stock have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the shares as to which such Option shall be exercised, provided that, in the case of an Incentive Stock Option, the right to make payment in the form of already owned shares of Stock may be authorized only at the time of grant, (iii) any other method approved or accepted by the Committee in its sole discretion, including, but not limited to a cashless (broker-assisted) exercise (although limitations might apply to certain executive officers), or (iv) any combination of the foregoing. Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.

6.7 Family Transfers. If authorized in the applicable Award Agreement, a Participant may transfer, not for value, all or part of an Option to any Family Member. For the purpose of this Section 6.7, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) unless applicable law does not permit such transfers, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (or the Participant) in exchange for an interest in that entity. Following a transfer under this Section 6.7, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Participant in accordance with this Section 6.7 or by will or the laws of descent and distribution. The events of termination of Service

6.8 Rights of Holders of Options. Unless otherwise stated in the applicable Award Agreement, an individual holding or exercising an Option shall have none of the rights of a shareholder of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the subject shares of Stock or to direct the voting of the shares of Stock) until the shares of Stock covered thereby are fully paid and issued to such individual. Except as provided in Sections 11 or 14 hereof, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.

7.5 Termination of Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Stock Appreciation Right following termination of the Participant’s Service. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Stock Appreciation Rights issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service. Any Stock Appreciation Right issued in tandem with an Option shall be exercisable following termination of the Participant’s Service to the same extent that its related Option is exercisable following the Participant’s termination of Service.

or otherwise alienated or hypothecated until the end of the Restriction Period established by the Committee and specified in the Award Agreement (and in the case of Restricted Stock Units until the date of delivery or other payment), or upon earlier satisfaction or any other conditions, as specified by the Committee, in its sole discretion. All rights with respect to the Restricted Stock or Restricted Stock Units granted to a Participant shall be available during his or her lifetime only to such Participant, except as otherwise provided in an Award Agreement or at any time by the Committee.

8.4 Forfeiture; Other Restrictions. The Committee shall impose such other conditions and restrictions on any shares of Restricted Stock or Restricted Stock Units as it may deem advisable including a requirement that the Participant pay a specified amount to purchase each share of Restricted Stock, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions or restrictions under applicable laws or under the requirements of any stock exchange or market upon which shares of Stock are then listed or traded, or holding requirements or sale restrictions placed on the shares of Stock by the Company upon vesting of such Restricted Stock or Restricted Stock Units.

8.6 Termination of Service. Unless otherwise provided by the Committee in the applicable Award Agreement, upon the termination of a Participant’s Service with the Company or an Affiliate, any shares of Restricted Stock or Restricted Stock Units held by such Participant that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited, and the Participant shall have no further rights with respect to such Awards, including but not limited to any right to vote Restricted Stock or any right to receive dividends or Dividend Equivalents with respect to Restricted Stock or Restricted Stock Units.

9.2 Establishment of Performance Goals. All performance goals established pursuant to this Article 9 shall be objective and shall be established by the Committee in its sole discretion. Performance goals may include alternate and multiple goals and may be based on one or more of the following criteria: (a) total shareholder return; (b) return on assets, return on equity, or return on capital employed; (c) measures of profitability such as earnings per share, corporate or business-unit net income, net income before extraordinary or one-time items, earnings before interest and taxes, or earnings before interest, taxes, depreciation and amortization; (d) cash flow from operations; (e) gross or net revenues or gross or net margins; (f) levels of operating expense or other expense items reported on the income statement; (g) measures of customer satisfaction and customer service; (h) safety; (i) annual or multi-year average production growth; (j) efficiency or productivity measures such as annual or multi-year absolute or per-unit operating and maintenance costs; (k) satisfactory completion of a major project or organizational initiative with specific criteria set in advance by the Committee; (l) debt ratios or other measures of credit quality or liquidity; (m) strategic asset sales or acquisitions in compliance with specific criteria set in advance by the Committee; (n) sales and marketing measures, such as annual or multi-year “net-back” sales or the introduction of new products in accordance with specific goals set in advance by the Committee; (o) staffing and retention; (p) any criteria stated in the shareholder approved 2013 Executive Officer Performance-Based Compensation Plan (as amended); or (q) any other measure of the Company’s financial or other goals, as established by the Committee. The performance goals applicable to a particular Award shall be set forth by the Committee in the Award Agreement for such Award.

From time to time during the duration of this Plan, the Committee may, in its sole discretion, adopt one or more incentive compensation arrangements for Participants pursuant to which the Participants may (i) acquire shares of Stock under the Plan, whether by purchase, outright grant, or otherwise, or (ii) receive an Award, whether payable in cash or in Stock, the value of which is determined, in whole or in part, based on the value of Common Stock. Except as provided in an Award Agreement, any such arrangements shall be subject to the general provisions of this Plan and all cash payments or shares of Stock issued pursuant to such arrangements shall be made under this Plan.

Subject to the terms of the Plan and any applicable Award Agreement, a Participant shall, if so determined by the Committee, be entitled to receive, currently, or on a deferred basis, dividends or Dividend Equivalents, with respect to the shares of Stock covered by the Award. The Committee may provide that any dividends paid on shares of Stock subject to an Award must be reinvested in additional shares of Stock, which may or may not be subject to the same vesting conditions and restrictions applicable to the Award. Notwithstanding the award of Dividend Equivalents or dividends, a Participant shall not be entitled to receive a special or extraordinary dividend or distribution unless the Committee shall have expressly authorized such receipt. All distributions, if any, received by a Participant with respect to an Award as a result of any split, Stock dividend, combination of shares of Stock, or other similar transaction shall be subject to the restrictions applicable to the original Award.

The Company or any Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Participant any federal, state, or local taxes, domestic or foreign, of any kind required by law with respect to the vesting of or other lapse of restrictions applicable to Awards or upon the issuance of any shares of Stock or payment of any kind upon the exercise of any Options or Stock Appreciation Rights. At the time of such vesting, lapse, payment, or exercise, the Participant shall pay to the Company or Affiliate, as the case may be, any amount that the Company or Affiliate may reasonably determine to be necessary to satisfy such withholding obligation.

Subject to the prior approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate, as the case may be, in its sole discretion, the Participant may elect to have shares of Stock withheld or to deliver shares to satisfy the minimum statutory withholding rates for federal, state and local income taxes and employment taxes that are applicable to supplemental taxable income (“Minimum Statutory Withholding”) obligations. The Participant may elect to satisfy Minimum Statutory Withholding obligations, in whole or in part, (i) by causing the Company or the Affiliate to withhold shares of Stock otherwise issuable to the Participant or (ii) by delivering to the Company or the Affiliate shares of Stock already owned by the Participant (for at least six (6) months or such other period as may be required by the Committee in order to comply with applicable law and to avoid adverse accounting consequences). The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value not in excess of such withholding obligations. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Committee as of the date that the amount of tax to be withheld is to be determined. A Participant who has made an election pursuant to this Section 12 may satisfy his or her withholding obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

application of this Section 13 (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Participant (including groups or classes of participants or beneficiaries of which the Participant is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Participant (a “Benefit Arrangement”), if the Participant is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Awards held by that Participant and any right to receive any payment or other benefit under this Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Participant under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Participant under this Plan to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Participant from the Company under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Participant without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Participant under any Other Agreement or any Benefit Arrangement would cause the Participant to be considered to have received a Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount received by the Participant as described in clause (ii) of the preceding sentence, then the Committee shall have the right, in its sole discretion, to designate those rights, payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements to be reduced or eliminated so as to avoid having the payment or benefit to the Participant under this Plan be deemed to be a Parachute Payment.

14.1 Changes in Stock. The maximum number of shares of Stock for which Awards may be made under the Plan as set forth in Section 4.1 shall be proportionately increased or decreased for any increase or decrease in the number of shares of Stock on account of any recapitalization, reclassification, split, reverse split, combination, exchange, dividend or other distribution payable in shares of Stock, or for any other increase or decrease in such shares of Stock effected without receipt of consideration by the Company occurring after the Effective Date (any such event hereafter referred to as a “Corporate Event”). In addition, subject to the exception set forth in the second sentence of Section 14.3, the number and kind of shares for which Awards are outstanding shall be proportionately increased or decreased for any increase or decrease in the number of shares of Stock on account of any Corporate Event. Any such adjustment in outstanding Options or Stock Appreciation Rights shall not increase the aggregate Exercise Price or Grant Price payable with respect to shares that are subject to the unexercised portion of an outstanding Option or Stock Appreciation Right, as applicable, and the adjustment shall comply with the requirements under Section 409A of the Code. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary cash dividend but excluding a non-extraordinary dividend payable in cash or in stock of the Company) without receipt of consideration by the Company, the Company shall proportionately adjust (i) the number and kind of shares subject to outstanding Awards and/or (ii) the Exercise Price per share of

14.2 Reorganization in Which the Company Is the Surviving Entity and in Which No Change of Control Occurs. Subject to the exception set forth in the second sentence of Section 14.3, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities and in which no Change of Control occurs, any Award theretofore made pursuant to the Plan shall pertain to and apply solely to the securities to which a holder of the number of securities subject to such Award would have been entitled immediately following such reorganization, merger, or consolidation, and, in the case of Options and Stock Appreciation Rights, with a corresponding proportionate adjustment of the Exercise Price or Grant Price per share so that the aggregate Exercise Price or Grant Price thereafter shall be the same as the aggregate Exercise Price or Grant Price of the shares of Stock remaining subject to the Option or Stock Appreciation Right immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement evidencing any other Award, any restrictions applicable to such Award shall apply as well to any replacement shares of Stock received by the Participant as a result of the reorganization, merger or consolidation. Notwithstanding the foregoing, upon the occurrence of any event or transaction contemplated in this Section 14.2, any changes contemplated herein shall be modified to the minimum extent necessary, in the sole discretion of the Committee, to avoid any tax that may otherwise become due under Section 409A of the Code.

14.3 Adjustment. Adjustments under Section 14 related to shares of Stock or securities of the Company shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. The Committee may provide in the Award Agreements at the time of Award, or any time thereafter with the consent of the Participant, for different provisions to apply to an Award in place of those described in Sections 14.1 and 14.2. Notwithstanding the foregoing, any different provisions or changes to provisions contemplated herein shall be modified to the minimum extent necessary, in the sole discretion of the Committee, to avoid any tax that may otherwise become due under Section 409A of the Code.

16.1 General. The Company shall not be required to issue or sell any shares of Stock under any Award if the issuance or sale of such shares would constitute a violation by the Participant, any other individual exercising an Option or Stock Appreciation Right or receiving shares pursuant to a grant of Restricted Stock or vesting of a Restricted Stock Unit or Other Stock-Based Award (as the case may be), or the Company of any provisions of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares of Stock hereunder, no shares of Stock may be issued or sold to the Participant or any other individual exercising an Option or Stock Appreciation Right pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under the Securities Act is in effect with respect to the shares of Stock covered by such Award, the Company shall not be required to issue or sell such shares of Stock unless the Committee has received evidence satisfactory to it that the Participant or any other individual exercising an Option may acquire such shares of Stock pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance or sale of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

16.2 Rule 16b-3. During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to the Plan and the exercise of Options granted hereunder shall qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Committee, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Committee may exercise its discretion

17.1 Disclaimer of Rights. No provision in the Plan, in any Award or in any Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company or any Affiliate. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any participant or beneficiary under the terms of the Plan.

17.2 Nontransferability of Awards. Except as provided in Sections 6.6, 6.7, and 7.6 or otherwise at the time of grant or thereafter, no right or interest of any Participant in an Award granted pursuant to the Plan shall be assignable or transferable during the lifetime of the Participant, either voluntarily or involuntarily, or subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy, garnishment, attachment, pledge or bankruptcy, except pursuant to a domestic relations order in settlement of marital property rights. In the event of a Participant’s death, a Participant’s rights and interests in Awards shall only be transferable by will or the laws of descent and distribution to the extent provided under this Plan, and payment of any amounts due thereunder shall be made to, and exercise of any Option or Stock Appreciation Right may be made by, the Participant’s legal representatives, heirs or legatees. If in the opinion of the Committee a person entitled to payments or to exercise rights with respect to the Plan is unable to care for his or her affairs because of mental condition, physical condition or age, payment due such person may be made to, and such rights shall be exercised by, such person’s guardian, conservator or other legal personal representative upon furnishing the Committee with evidence satisfactory to the Committee of such status.

17.3 Changes in Accounting or Tax Rules. Except as provided otherwise at the time an Award is granted, notwithstanding any other provision of the Plan to the contrary, if, during the term of the Plan, any changes in the financial or tax accounting rules applicable to any Award shall occur which, in the sole judgment of the Committee, may have a material adverse effect on the reported earnings, assets or liabilities of the Company, the Committee shall have the right and power to modify as necessary, any then outstanding and unexercised Options, Stock Appreciation Rights and other outstanding Awards as to which the applicable rules or other restrictions have not been satisfied.

17.7 Other Employee Benefits. The amount of any compensation deemed to be received by a Participant as a result of the exercise of an Option or Stock Appreciation Right, the sale of Shares received upon such exercise, the vesting of any Restricted Stock, distributions with respect to Restricted Stock Units, or Other Stock-Based Awards shall not constitute “earnings” or “compensation” with respect to which any other employee benefits of such employee are determined, including without limitation, benefits under any pension, profit sharing, 401(k), life insurance or salary continuation plan, except as may be specifically be provided otherwise under the terms of such other employee benefit plan or program.

17.10 Section 409A. Notwithstanding anything in this Plan to the contrary, the Plan and Awards made under the Plan are intended to comply with or be exempt from the requirements imposed by Section 409A of the Code. If any Plan provision or Award under the Plan would result in the imposition of an additional tax under Section 409A of the Code, the Company and the Participant intend that the Plan provision or Award shall be reformed to avoid imposition, to the extent possible, of the applicable tax and no action taken to comply with Section 409A of the Code shall be deemed to adversely affect the Participant’s rights to an Award. The Participant further agrees that the Committee, in the exercise of its sole discretion and without the consent of the Participant, may amend or modify an Award in any manner and delay the payment of any amounts payable pursuant to an Award to the minimum extent necessary to meet the requirements of Section 409A of the Code as the Committee deems appropriate or desirable. Subject to any other restrictions or limitations contained herein, in the event that a “specified employee” (as defined under Section 409A of the Code) becomes entitled to a payment under the Plan that is subject to Section 409A of the Code on account of a “separation of service” (as defined under Section 409A of the Code), such payment shall not occur until the date that is six months plus one day from the date of such “separation from service.” Any amount that is otherwise payable within the six (6) month period described herein shall be aggregated


			Page
COMMITMENT TO SOUND ENVIRONMENTAL , SOCIAL AND GOVERNANCE PRACTICES			1
GENERAL INFORMATION			5
DELIVERY OF PROXY MATERIALS TO SHAREHOLDERS WITH SHARED ADDRESSES			9
ANNUAL REPORT ON FORM 10-K			9
PROPOSAL ONE – ELECTION OF DIRECTORS			10
BENEFICIAL OWNERSHIP OF COMMON STOCK			15
EXECUTIVE OFFICERS			17
COMPENSATION DISCUSSION AND ANALYSIS			18
COMPENSATION COMMITTEE REPORT			33
SUMMARY COMPENSATION TABLE			34
GRANTS OF PLAN-BASED AWARDS IN 20 20			37
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20 20			38
OPTION EXERCISES AND STOCK VESTED IN 20 20			40
PENSION BENEFITS AT DECEMBER 31, 20 20			40
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			41
EMPLOYMENT AGREEMENTS			41
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			45
INFORMATION CONCERNING THE BOARD OF DIRECTORS			47
20 20 DIRECTOR COMPENSATION			54
CEO PAY RATIO DISCLOSURE			57
COMPENSATION POLICIES AND PRACTICES AND RISK MANAGEMENT			57
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			57
PROPOSAL TWO – ADVISORY VOTE ON EXECUTIVE COMPENSATION			58
PROPOSAL THREE – APPROVAL OF T HE M.D.C. HOLDINGS, INC. 20 2 1 EQUITY INCENTIVE PLAN			58
AUDIT COMMITTEE REPORT			65
TRANSACTIONS WITH RELATED PERSONS			66
REVIEW OF TRANSACTIONS WITH RELATED PERSONS			67
PROPOSAL FOUR – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			68
OTHER MATTERS			69
SHAREHOLDER PROPOSALS			69
INCORPORATION BY REFERENCE			70
APPENDIX A – M.D.C. HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN


Name and Address of Beneficial Owner	Number of Shares of Common Stock Owned Beneficially		Percent of Class 1
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	9,988,492	2	15.4	%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	5,372,363	3	8.3	%
Dimensional Fund Advisors LP 6300 Bee Cave Road Austin, TX 78746	4,625,443	4	7.1	%


Named Executive Officers
Larry A. Mizel			Executive Chairman
David D. Mandarich			President and Chief Executive Officer (“CEO”)
Robert N. Martin			Senior Vice President, Chief Financial Officer (“CFO”)
Rebecca B. Givens1			Senior Vice President and General Counsel (“CLO”)
Michael Touff 1			Senior Vice President and General Counsel (“CLO”)


Long-Term Incentive Metrics
Metric			Link to Value Drivers
Home Sale Revenues			üHome sale revenues are an industry standard directly linked to the Company’s financial stability and revenue growth
Minimum Gross Margin from Home Sales Before Impairments Threshold			üGross margin is an industry standard that investors use to gauge the strength of our business as a measure that costs are being managed effectively


Executive	Target	Threshold	Maximum
Executive Chairman/CEO	120,000 shares	50% of Target	200% of Target
CFO	30,000 shares	50% of Target	200% of Target


BY ORDER OF THE BOARD OF DIRECTORS,

Joseph H. Fretz Secretary


The approximate date on which this Proxy Statement and the form of Proxy are first being sent to shareholders is March 5, 2021.


Energy efficiency features Every Richmond American home comes standard with energy-efficient features that help cut down energy usage. Since the introduction of our Energy Wise program in 2009, the Richmond American companies in each region have offered both standard and optional features that help cut down on energy usage, reduce waste, and promote a healthy environment. National features include:


Our HERS scores The current average HERS score for homes built by Richmond American Homes companies in 2020 is 55, a much lower score than a typical resale home. In fact, our current homes are on average 75% more efficient than typical resale homes according to the HERS Index. We lowered our national average HERS rating by 10 points between 2013 and 2020:


National Average HERS Index by Year
2013	2014	2015	2016	2017	2018	2019	2020
65	62	61	60	62	63	60	55


NON-EMPLOYEE DIRECTOR	JOINED BOARD	TENURE1
Raymond T. Baker	2012	8.9 years
Michael A. Berman	2006	14.7 years
David E. Blackford	2001	19.8 years
Herbert T. Buchwald	1994	26.9 years
Leslie B. Fox	2018	2.5 years
Courtney L. Mizel	2017	3.6 years
Paris G. Reece III	2013	7.6 years
David Siegel	2009	11.5 years


Our Board is committed to active refreshment, and balancing fresh perspectives with continuity and institutional knowledge.


			Robert N. Martin SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER TENURE: 18 YEARS
			REBECCA B. GIVENS SENIOR VICE PRESIDENT AND GENERAL COUNSEL TENURE: 8 YEARS


Executive Summary			19
Over 40 Years of Shareholder Value Creation			19
Business Performance Highlights			21
Executive Compensation Program Structure: Aligning Pay with Performance			22
20 20 Pay Performance Metrics and Outcomes Summarized			22
Compensation Governance Best Practices			23
20 20 Say-on-Pay Vote			23

Executive Compensation Program: Plan Design & Components			24
Key Goals and Objectives			24
Components of Executive Compensation			24
Fixed Compensation			25
Base Salary			25
Variable and Performance-Based Compensation			25
20 20 Chief Executive Officer and Chief Operating Officer Annual Incentive Bonus			25
20 20 CFO and General Counsel Annual Incentive Bonus			27
Long-Term Incentive Compensation			28
Peer Data			29
Role of Compensation Committee and Management			29
Role of the Independent Compensation Consultant			30

Other Compensation Considerations			30
Stock Ownership Guidelines			31
Anti-Hedging and Anti-Pledging Policies			31
Clawback Policy			31
Compensation and Risk Management			31
Tax Considerations			31
Medical Insurance Benefits			32
Other Compensation			32


Home Sale Revenues	Bonus (thousands)		Goal (millions)		Adjusted Pre-Tax Income	Bonus (thousands)		Goal (millions)
Target	$	1,500	$	3,700	Target	$	1,500	$	424
Threshold	$	800	$	3,200	Threshold	$	800	$	305


			Sincerely,


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


Net New Orders	Bonus (thousands)		Goal (homes)	Adjusted EBITDA	Bonus (thousands)		Goal (millions)
Target	$	1,500	9,500	Target	$	1,500	$	540
Threshold	$	800	7,800	Threshold	$	1,000	$	412


Homebuilder Peer Group Companies (the “Peer Group”)
Lennar Corporation Toll Brothers, Inc. M/I Homes Inc. Meritage Homes Corporation	D.R. Horton, Inc. Hovnanian Enterprises, Inc. NVR, Inc.	KB Home PulteGroup, Inc. Beazer Homes USA, Inc.


Executive Officer			Multiple
Executive Chairman			5X
CEO			5X
All Others			1X


			COMPENSATION COMMITTEE Raymond T. Baker, Chairman Herbert T. Buchwald


Name	Non- Business Use of Aircraft		401(k) Match 2		Other 3		Total
Larry A. Mizel	—	1	$	8,550	$	79,872	$	88,422
David D. Mandarich	—	1	$	8,550	$	23,614	$	32,164
Robert N. Martin	—		$	8,550	$	720	$	9,270
Rebecca B. Givens	—		$	—	$	311	$	311
Michael Touff	—		$	8,550	$	720	$	9,270


	Option Awards			Stock Awards
	Number of Shares Acquired on Excercise (#)	Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Larry A. Mizel	707,808	$	16,103,786	175,227	$	9,452,164
David D. Mandarich	832,808	$	19,391,740	175,243	$	9,452,164
Robert N. Martin	21,432	$	458,559	45,147	$	2,318,581
Michael Touff	—	—		1,365	$	87,609


Plan category	(a) Shares to be issued upon exercise of outstanding options, warrants and rights	(b) Weighted-average exercise price of outstanding options, warrants and rights	(c) Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))
Equity compensation plans approved by shareholders	6,086,751	25.24	1,594,698
Equity compensation plans not approved by shareholders	—	—	—
Total	6,086,751	25.24	1,594,698


Our Board is Uniquely Qualified to Oversee Company Strategy
ü Real Estate ü Homebuilding ü Senior Leadership ü Risk Management ü Banking			ü Finance ü Accounting ü Legal ü Regulatory ü Business Management


In 2020 – all of the Company's Directors attended 100% of the monthly meetings of the Board of Directors and the meetings of the committees on which they served.


Our Lead Director provides critical boardroom skills necessary for ensuring sound and effective Board oversight of company strategy, governance, executive compensation, investor engagement, and sustainable business practices that drive long-term shareholder value creation.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) 1, 2, 3		All Other Compensation ($)	Total ($)
Raymond T. Baker	$	134,000	$	487,437	N/A	$	621,437
Michael Berman	$	156,000	$	487,437	N/A	$	643,437
David E. Blackford	$	140,250	$	487,437	N/A	$	627,687
Herbert T. Buchwald	$	390,000	$	487,437	N/A	$	877,437
Leslie B. Fox	$	132,000	$	487,437	N/A	$	619,437
Courtney L. Mizel	$	123,000	$	487,437	N/A	$	610,437
Paris G. Reece III	$	147,000	$	487,437	N/A	$	634,437
David Siegel	$	155,500	$	487,437	N/A	$	642,937


PROPOSAL THREE			APPROVAL OF THE M.D.C. HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN


Stock options outstanding	3,913,579
Weighted average exercise price	$	25.41
Weighted average remaining contractual life	5.3 years
Restricted shares outstanding	394,623
Common stock outstanding	65,072,429


Fiscal Year	Options & PSUs Granted	Full-Value Grants1	FV Multiplier	Adjusted Total	Weighted Avg. Shares Outstanding1	Burn Rate		Unadjusted Burn Rate
	(A)	(B)	( C )	(D = A + (B x C)	( E )	(F = D / E)		(G = ( A + B )/ E)
2020	940,000	154,707	2.0	1,249,414	63,455,422	1.97	%	1.73	%
2019	940,000	133,734	2.5	1,274,335	61,616,988	2.07	%	1.74	%
2018	1,015,200	107,526	2.5	1,284,015	60,571,123	2.12	%	1.85	%


üNo repricing of stock options without shareholder approval
üAwards subject to clawback
üNo automatic single-trigger vesting in the event of a change in control


			AUDIT COMMITTEE Paris G. Reece III, Chairman Michael A. Berman Herbert T. Buchwald Leslie B. Fox


	2020		2019
Audit Fees 1	$	1,458,435	$	1,302,269
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees 2	880		2,078
Total Fees	$	1,459,315	$	1,304,347