| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
|---|
| VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON |
|---|
| YEAR | SUMMARY COMPENSATION TABLE (“SCT”) TOTAL FOR PEO($)(1) | COMPENSATIONACTUALLY PAID TO PEO($)(1)(2) | AVERAGE SCT TOTAL FOR NON-PEO PVP NEOS($)(1) | AVERAGECOMPENSATIONACTUALLY PAID TO NON-PEO PVP NEOS($)(1)(2) | TOTAL SHAREHOLDER RETURN($)(3) | PEER GROUP TOTAL SHAREHOLDER RETURN($)(4) | NET INCOME($)(5) | OPERATINGFUNDS FROMOPERATIONSPER SHARE($)(6) |
|---|
| 2023 | 6,740,650 | 3,657,129 | 2,405,897 | 2,049,666 | 112.35 | 117.03 | 265,703 | 1.18 |
| 2022 | 6,799,485 | 5,305,017 | 1,500,884 | 1,309,320 | 106.88 | 104.46 | 168,719 | 1.18 |
| 2021 | 6,910,219 | 24,547,349 | 1,625,444 | 2,093,387 | 119.39 | 119.43 | 124,935 | 1.17 |
| 2020 | 8,555,564 | 8,722,586 | 1,602,380 | 1,161,027 | 73.98 | 72.36 | 35,721 | 0.99 |
| (1) | David R. Lukes was our principal executive officer (“PEO”) for the full year for each of the Covered Years. For each of 2023, 2022 and 2021, our non-PEO PVP NEOs (“Non-PEO NEOs”) were Conor M. Fennerty, John M. Cattonar and Christa A. Vesy. For 2020, our Non-PEO NEOs were Conor M. Fennerty, Christa A. Vesy and Michael A. Makinen (Mr. Makinen was our former Chief Operating Officer whose employment with us ended in December 2020). |
| 50 | SITE Centers Corp. ï 2024 Proxy Statement |
| (2) | For 2023, in determining both the CAP for our PEO and the average CAP for our Non-PEO PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the following amounts: |
| ITEM AND VALUE ADDED (DEDUCTED) | 2023 ($) | |
|---|
| For David R. Lukes: |
|---|
| - Summary Compensation Table “Stock Awards” column value | | (3,550,043) |
|---|
| + Covered Year-end fair value of outstanding equity awards granted in Covered Year | | 2,199,759 |
|---|
| +/- Change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year | | (1,691,860) |
|---|
| +/- Change in fair value (from prior year-end to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year | | (185,278) |
|---|
| + Includable dividend equivalents paid or accrued on equity awards during Covered Year | | 143,901 |
|---|
| TOTAL ADDED (DEDUCTED) | | (3,083,521) |
|---|
| For Non-PEO Named Executive Officers (Average): |
|---|
| - Summary Compensation Table “Stock Awards” column value | | (1,179,540) |
|---|
| + Covered Year-end fair value of outstanding equity awards granted in Covered Year | | 985,781 |
|---|
| +/- Change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year | | (173,144) |
|---|
| +/- Change in fair value (from prior year-end to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year | | (6,249) |
|---|
| + Includable dividend equivalents paid or accrued on equity awards during Covered Year | | 16,921 |
|---|
| TOTAL ADDED (DEDUCTED) | | (356,231) |
|---|
Please note that while similar adjustment information was provided in our 2023 proxy statement for Covered Years 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our shareholders’ understanding of the information reported in the PVP Table for 2023 or the relationships disclosures provided below.
| (3) | For each Covered Year, our absolute TSR was calculated based on the yearly percentage change in our cumulative TSR on our common shares, par value $0.10 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period beginning with our closing share price on the NYSE on December 31, 2019 through and including the last day of the Covered Year (each one-year, two-year, three-year and four-year period, a “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing share price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of each Measurement Period to produce the Covered Year-end values of such investment as of the end of 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
| (4) | For purposes of this PVP disclosure, our peer group is the FTSE NAREIT Equity Shopping Centers Index (the “PVP Peer Group”). For each Covered Year, the PVP Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 in the index through each Measurement Period, assuming dividend reinvestment. |
| (5) | In thousands. These net income results were calculated in accordance with U.S. GAAP. |
| (6) | For purposes of this PVP Table, our Operating Funds From Operations per share were calculated substantially as described above in our Compensation Discussion and Analysis. See “Compensation Discussion and Analysis—2023 Compensation Program—Annual Incentive Compensation Design” for more information on the calculation of Operating Funds From Operations per share. |
| SITE Centers Corp. ï 2024 Proxy Statement | 51 |
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