ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) Compensatory Arrangements of Certain Officers

On February 3, 2023, the Compensation Committee (the "Committee") of M.D.C. Holdings, Inc. (the "Company") took the actions described below with respect to compensation of the executive officers of the Company. The awards are subject to the Clawback Policy adopted by the Company's Corporate Governance/Nominating Committee on January 14, 2015.

Executive Bonus for 2022 - Messrs. Mizel and Mandarich

Two of the Company's executive officers, Larry A. Mizel, Executive Chairman, and David D. Mandarich, Chief Executive Officer, are eligible for awards under the Company's 2018 Executive Officer Performance-Based Compensation Plan (as amended, the "2018 Performance-Based Plan"). The bonus payment established by the Committee that could be earned for 2022 under the 2018 Performance-Based Plan was subject to a $10.0 million dollar cap for Mr. Mizel and an $9.0 million cap for Mr. Mandarich.

The Committee determined that the 2022 goal established under the 2018 Performance-Based Plan for each executive had been achieved at the maximum level, thereby qualifying Mr. Mizel for a total cash bonus of $10.0 million and Mr. Mandarich for a total cash bonus of $9.0 million. However, in light of the recent rise in interest rates, the economic slowdown in the 2022 fourth quarter and the reduction in cash awards among the Company's peer group, the Committee determined that an exercise of its discretion under the 2018 Performance-Based Plan was warranted. The Committee exercised its discretion to: (1) reduce each of the cash bonuses by $3.0 million such that Mr. Mizel will receive a cash bonus of $7.0 million and Mr. Mandarich will receive a cash bonus of $6.0 million; and (2) award a restricted stock bonus in the amount of $3.0 million to each of Mr. Mizel and Mr. Mandarich valued as of the date of the Committee's action. The restricted stock will vest equally over three years, starting with the first anniversary of the date of the Committee's action. The restricted stock award is evidenced by the form of Restricted Stock Agreement filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q dated June 30, 2021.

Executive Bonus for 2022 - Mr. Martin and Mr. Kaplan

The Committee determined that the Chief Financial Officer, Robert N. Martin, was entitled to an annual bonus for 2022 of a percentage of base pay based on his performance regarding Key Performance Indicators ("KPIs") established for his position. Based on its evaluation of performance relative to the established KPIs, the Committee awarded Mr. Martin a performance bonus of $1.5 million payable in cash.

The Compensation Committee also awarded Mr. Martin $2.0 million in restricted stock, valued as of the date of the Committee's action. The restricted stock will vest equally over three years, starting with the first anniversary of the date of the Committee's action. The restricted stock award is evidenced by the form of Restricted Stock Agreement filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q dated June 30, 2021.

The Committee determined that the Company's General Counsel, Michael L. Kaplan, was entitled to an annual cash bonus for 2022 of $125,000 based on the offer made to him in connection with his employment.

The Compensation Committee also awarded Mr. Kaplan $100,000 in restricted stock, valued as of the date of the Committee's action. The restricted stock will vest equally over three years, starting with the first anniversary of the date of the Committee's action. The restricted stock award is evidenced by the form of Restricted Stock Agreement filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q dated June 30, 2021.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS



(d)   Exhibits

Exhibit Number       Description

104                  Cover Page Interactive Data file (formatted in Inline XBRL)




                                       2

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