SITE Centers Corp

Compensation Philosophy and Objectives

Our primary executive compensation objectives are to:

Our compensation program rewards executives for not only delivering superior returns but also for reducing the risk profile of the Company, as well as for achieving financial andnon-financial measures of performance that enhance long-term shareholder value. Our executives and the Board have intentionally avoided short-term decisions that might produce inflated short-term shareholder returns in favor of longer term strategies that provide sustainable growth opportunities and enhance net asset value.

Structure and Principal Elements of Our Executive Compensation Program

We entered into the employment agreement that governed 2023 compensation for Mr. Lukes, our CEO, in September 2020. In negotiating this agreement, the Committee emphasized the use of performance-based awards for both the annual and long-term incentive components of Mr. Lukes’ compensation in order to align the interest of Mr. Lukes with those of the Company’s shareholders.

The annualized “target” level of compensation for Mr. Lukes under his September 2020 employment agreement is summarized in the chart below:

Based on the foregoing design of Mr. Lukes’ employment agreement:

The Committee felt that this program’s focus on “at risk” incentive compensation and greater emphasis on equity over cash compensation and performance-based equity over service-based equity were in the best interests of the Company’s shareholders, consistent with institutional investor preferences and best practices in executive compensation and generally in line with chief executive compensation programs implemented by peer companies.

New Employment Agreements with Certain Named Executive Officers

In September 2023, the Committee worked closely with Gressle & McGinley, the Committee’s compensation consultant, and Mr. Lukes to negotiate new employment agreements with Messrs. Fennerty and Cattonar in order to replace their prior agreements that were scheduled to expire in February 2024 and May 2024, respectively. The new employment agreements were designed to provide these executives with competitive compensation terms in order to promote their retention, better align their interests with shareholders and incentivize them to execute the Company’s new strategy, including the planned spin-off of Curbline Properties. The design and elements of the new compensation arrangements with these executives were generally structured to be consistent with the compensation design and elements in Mr. Lukes’ September 2020 employment agreement.

In the case of both officers, the Committee evaluated compensation data provided by Gressle & McGinley with respect to comparable positions at other REITs deemed comparable to our Company (for Mr. Fennerty, 12 retail REITs having total enterprise values at that time between $1.9 billion and $20.9 billion, and for Mr. Cattonar, 15 REITs having total enterprise

values at that time between $2.7 billion and $11.9 billion (compared to the Company’s enterprise value at that time of approximately $4.9 billion)). The Committee then determined annual target cash, equity and total compensation levels for each officer based on the comparative compensation data and the Committee’s evaluation of the officer’s level of experience, responsibilities within the Company and expected contribution to the execution of the Company’s new strategy. The Committee also took into consideration the executives’ location in New York City. The Committee set Mr. Fennerty’s annual target cash, equity and total compensation levels at $1,200,000, $1,050,000 and $2,250,000, representing the 91 st, 37 th and 55 th percentiles, respectively, of the comparator group. The Committee set Mr. Cattonar’s annual target cash, equity and total compensation levels at $1,000,000, $950,000 and $1,950,000, representing the 50 th, 14 th and 24 th percentiles, respectively, of the comparator group.

The new employment agreements did not increase the base salary or target level of annual cash incentive pay for Messrs. Fennerty or Cattonar from the levels set for them by the Committee in January 2023 ($600,000 and $600,000, respectively, for Mr. Fennerty and $500,000 and $500,000, respectively, for Mr. Cattonar). However, the new employment agreements did increase the levels of service-based and performance-based equity compensation to be granted to Messrs. Fennerty and Cattonar in order to incentivize their performance and to align their interests with those of shareholders with respect to the creation of value through the execution of the Company’s convenience real estate-focused strategy. The Committee awarded $1,000,000 of service-based RSUs to each of Messrs. Fennerty and Cattonar upon the execution of their new employment agreements, vesting over five years (10% on each of the first four anniversaries and 60% on the fifth anniversary), to help promote retention, and provided an expectation of annual service-based and performance-based RSU grants ($250,000 and $600,000, respectively, for Mr. Fennerty, and $150,000 and $600,000, respectively, for Mr. Cattonar). More information concerning the terms of our employment agreements with our named executive officers is provided under the section entitled “Employment Agreements” in the “Executive Compensation Tables and Related Disclosure” section of this Proxy Statement.

Pay Governance

Over the past several years we have entered into employment agreements with our executives in order to implement several best practices in executive compensation. The following are key features of our executive compensation program.

What We Do

We tie pay to performance by making a significant portion of compensation “at risk”.

Annual incentive pay is typically based on one or more performance metrics, which are established at the beginning of each year, and individual performance.

A significant portion of the value of long-term performance incentives depends on relative shareholder return.

We have stock ownership guidelines for our Directors and our named executive officers.

We engage an independent compensation consultant to advise the Committee, which is comprised solely of independent Directors.

What We Don’t Do

We do not guarantee minimum incentive bonus awards.

We do not encourage excessive risk taking as we use different performance metrics for our annual and long-term incentive compensation programs.

We do not pay dividend equivalents on unearned equity awards subject to performance-based vesting.

We do not allow Directors or officers to hedge or pledge company securities.

We do not allow for repricing of stock options without shareholder approval.

We do not include excise tax gross-up provisions in our executive compensation arrangements.

We do not offer excessive perquisites or special health and welfare plans to executives.

Role of the Committee and Management in Executive Compensation

The Committee has overall responsibility for the compensation programs provided to our named executive officers. Pursuant to the Committee’s charter, the Committee has the authority to review and approve the compensation for executive officers, including the review and approval of the design and implementation of any incentive arrangements, equity compensation and supplemental retirement programs. Consistent with this authority, and subject to the terms of the applicable employment agreements with the named executive officers, the Committee generally establishes financial performance metrics and targets used for annual performance-based incentives, conducts a review of performance against these objectives and subjectively evaluates individual performance, reviews from time to time market pay practices as they relate to both cash-based and equity-based award programs primarily to remain informed about general compensation trends in the market, designs and adopts our long-term equity incentive compensation programs and specifically approves compensation arrangements for our named executive officers.

Our CEO provides significant input in setting the compensation for our other named executive officers by providing the Committee with an evaluation of their performance and making recommendations for any adjustments to their base and target annual incentive compensation. The Committee can accept, reject or modify the CEO’s recommendations as it sees fit, subject to the terms of any applicable employment agreement.

Role of the Compensation Consultant in Executive Compensation

For 2023, the Committee continued its retention of Gressle & McGinley as its independent compensation consultant. Gressle & McGinley was selected as the advisor to the Committee based on its extensive knowledge of the REIT sector, especially retail REITs, its experience with the Company, and its deep knowledge and experience in designing executive compensation programs over the past 30 years across multiple sectors of the economy. The Committee has assessed the independence of Gressle & McGinley, as required under NYSE listing rules. The Committee has also considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Gressle & McGinley. Based on this review, the Committee is not aware of any conflict of interest that has been raised by the work performed by Gressle & McGinley.

Among other matters, in 2023, Gressle & McGinley assisted the Committee with its:

Consideration of 2023 Say-on-Pay Voting Results

At our 2023 Annual Meeting, we received approximately 94% approval, based on the total votes cast, for our annual advisory Say-on-Pay vote to approve the compensation of our named executive officers. The Committee generally considered this result in connection with its review of compensation policies and decisions in 2023. The Committee believes these voting results demonstrate significant, continuing support for our named executive officer compensation program, and the Committee chose not to make any substantial changes to the existing program for 2023 specifically in response to the 2023 Say-on-Pay voting results. The Committee will, however, continue to work with Gressle & McGinley to monitor changes in executive compensation to keep our executive compensation program aligned with best practices in our competitive market.