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SITE Centers Corp

For the period ended May 14, 2025. Filed Apr 2, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 14, 2025 · Filed Apr 2, 2025

SITC$0.67-81.3%Stored close · as of Nov 6, 2026
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Contents

2024 Compensation Program

Base Salary Levels

We pay salaries to the named executive officers who are employed by the Company in order to provide them with a base level of income for services rendered. These annual base salaries are originally established at the time of the named executive officer’s first employment with us based on an analysis of the salaries paid to executives in comparable positions

SITE Centers Corp. ï 2025 Proxy Statement27

within our industry provided by Gressle & McGinley. Base salaries may be increased by the Committee from time to time, including at the time we extend employment agreements with our named executive officers, based on market conditions and prior performance.

The annual base salaries for Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy that applied prior to their transition to Curbline Properties or departure, as applicable, were originally established prior to 2024 in connection with the execution of their then current employment agreements and were not adjusted for 2024. Mr. Morgan’s base salary level was established in August 2024 in connection with the execution of his current employment agreement. Mr. Kitlowski’s base salary level was increased in April 2024 from $435,000 to $450,000 in connection with the execution of his current employment agreement.

Following thespin-off of Curbline Properties, the annual base salaries of Messrs. Lukes, Fennerty and Cattonar are determined and paid by Curbline Properties.

Annual Incentive Compensation Design

The employment agreements with our named executive officers applicable in 2024 specified threshold, target and maximum annual incentive amounts as a percentage ofyear-end base salary. Our named executive officers were not guaranteed an annual incentive payment and each named executive officer’s annual incentive payment could have been as low as zero or as high as the maximum amount set forth in his or her agreement based on his or her performance. Expressed in dollar values, the minimum, threshold, target and maximum annual incentive award payable to each of our named executive officers for 2024 (excluding Ms. Vesy who did not participate in the 2024 annual incentive compensation program due to her resignation in March 2024) pursuant to the terms of his or her employment agreement, and the maximum amount expressed as a percentage of the executive’s base salary, were as follows:

NAMED EXECUTIVE OFFICER · DOLLAR VALUE OF · MAXIMUM PAYOUT AS A PERCENTAGE OF BASE SALARY
MINIMUM PAYOUT · THRESHOLDPAYOUT · TARGET PAYOUT · MAXIMUM PAYOUT
David R. Lukes$0$675,000$1,350,000$2,250,000250%
Gerald R. Morgan$0N/AN/A$300,00060%
Conor M. Fennerty$0$300,000$600,000$900,000150%
John M. Cattonar$0$250,000$500,000$750,000150%
Aaron M. Kitlowski$0$225,000$450,000$675,000150%

Historically, the Committee has established both quantitative and qualitative performance metrics governing our annual incentive compensation program in the first quarter of each year. However, in recognition of the Company’s plan to consummate thespin-off of Curbline Properties and to sell a significant number of properties during the course of 2024, and the inability to forecast the timing and impact of these transactions on quantitative metrics, the Committee determined in January 2024 that payouts under the 2024 annual incentive compensation program would be based entirely on the Committee’s qualitative assessment of executive performance (subject to the terms set forth in each executive’s employment agreement).

In preparation for thespin-off of Curbline Properties, in September 2024, the Company entered into assigned employment agreements with each of Messrs. Lukes, Fennerty and Cattonar. Among other things, the assigned employment agreements transferred the employment of each of these executives to a subsidiary of Curbline Properties and provided that the Company would pay apro-rated portion of their annual cash incentive for 2024 based on the portion of the year occurring prior to the October 1, 2024 spin-off date (with Curbline Properties being responsible for the portion of their annual cash incentive with respect to the remainder of 2024).

Annual Incentive Compensation Decisions

In evaluating performance of the named executive officers for 2024, the Committee considered management’s overall execution of the Company’sspin-off strategy, including relative to the components of thespin-off strategy originally communicated to investors in October 2023. In particular, the Committee considered the following key accomplishments:

•closed the spin-off of Curbline Properties on October 1, 2024, consistent with the Company’s stated goal;
28SITE Centers Corp. ï 2025 Proxy Statement
•achieved a total return of 45.8% with respect to the Company’s common shares from the close of trading on October 27, 2023 (the last trading day before the announcement of the Company’s plan to spin-off Curbline Properties) through the close of trading on October 1, 2024, as compared to the 38.8% total return of the FTSE NAREIT Equity Shopping Centers Index during that period;
•sold 40 wholly-owned properties and land parcels and two joint venture properties during the first nine months of 2024 for gross proceeds of approximately $2.3 billion at the Company’s share as compared to the October 2023 stated goal of $300 million of additional asset sales;
•capitalized Curbline Properties with $800 million of cash and no preferred investment as compared to the October 2023 stated goal of $500 million in the form of a combination of cash and a preferred investment in the Company;
•closed a $530 million cross-collateralized mortgage financing secured by the Company’s non-convenience properties;
•redeemed all of the Company’s remaining unsecured notes (approximately $1.2 billion), repaid its $200 million term loan and terminated its $950 million revolving credit facility, consistent with its stated strategy; and
•acquired 14 convenience properties during the first nine months of 2024 for an aggregate price of approximately $219 million.

With respect to Mr. Morgan, who was appointed EVP and CFO of the Company upon the consummation of thespin-off transaction, the Committee also considered the timely and accurate publication of the Company’s financial results for the third and fourth quarters of 2024, relations and communications with investors following completion of thespin-off and the successful redemption of the Company’s 6.375% Class A Cumulative Redeemable Preferred Shares in November 2024.

Based on its subjective evaluation of performance, the Committee determined that each executive was entitled to receive a payout equal to the maximum incentive award opportunity provided under their respective employment agreements, thereby entitling Messrs. Lukes, Morgan, Fennerty, Cattonar and Kitlowski to 2024 incentive payments of $1,687,500, $87,500, $675,000, $562,500 and $675,000, respectively. For Messrs. Lukes, Fennerty and Cattonar, these amounts were paid in cash in September 2024 and reflected apro-ration of the maximum incentive award opportunities provided for in their respective employment agreements based on the portion of the year occurring prior to the October 1, 2024 spin-off date and the transition of their employment to Curbline Properties. Incentive payments to Messrs. Morgan and Kitlowski were paid in cash in February 2025 and, in the case of Mr. Morgan, reflected apro-ration of the maximum incentive award opportunity provided in his employment agreement based on the portion of the year during which he was engaged or employed by the Company. Mr. Kitlowski also received a cash bonus of $225,000 in September 2024 in recognition of his contribution to the successful completion of thespin-off of Curbline Properties. This bonus was paid prior to Mr. Kitlowski becoming an executive officer of the Company.

Retention-Based and Performance-Based Equity Grants and Results

Service-Based RSUs Awarded in Connection with the Execution of New Employment Agreements. To promote his retention, Mr. Kitlowski received an award of 73,918 service-based RSUs in April 2024 in connection with the execution of his new employment agreement. This award generally vests 100% on the third anniversary of the grant date (subject to the cash payment of dividend equivalents on a current basis) and had a value at inception of approximately $1,050,000. Dividend equivalents credited with respect to these RSUs will be paid in cash on a current basis.

Annual Service-Based RSU Awards. Pursuant to the terms of their then current employment agreements, on February 22, 2024, Messrs. Lukes and Kitlowski were granted 71,298 and 7,131 service-based RSUs having a value of approximately $1 million and $100,000, respectively, which grants were designed to vest in substantially equal installments on each of the first three anniversaries of the grant date. Additionally, on February 22, 2024, Messrs. Fennerty and Cattonar were granted 17,828 and 10,696 service-based RSUs having a value of approximately $250,000 and $150,000, respectively, which grants were designed to vest in substantially equal installments on each of the first four anniversaries of the grant date. Dividend equivalents credited with respect to these RSUs were designed to be paid in cash on a current basis. In connection with the Reverse Stock Split and thespin-off of Curbline Properties, these awards were equitably adjusted as described in the section below entitled “– Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties.”

2024 Performance-Based RSU Awards. Pursuant to the terms of their then current employment agreements, on March 1, 2024, Messrs. Lukes, Fennerty, Cattonar, and Kitlowski were also granted 143,482, 43,045, 43,045 and 8,968 performance-based RSUs having “target” values (excluding accrued dividends) of approximately $2 million, $600,000, $600,000 and $125,000, respectively, subject to a three-year performance period beginning on March 1, 2024 and ending

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February 28, 2027. Subject generally to their continued employment with us, these PRSUs were designed to become payable to the executives in common shares at the end of the performance period, if at all, based on the percentile rank of the TSR of the Company measured over the performance period as compared to the total shareholder return of a particular set of peer companies during such period as shown below (with straight-line interpolation between levels):

PERFORMANCE LEVELRELATIVE TSRPERCENTAGE EARNED
Below ThresholdBelow 33rd percentile0%
Threshold33rd percentile50%
Target55th percentile100%
Maximum70th percentile or above200%

For these purposes, the peer companies consist of Acadia Realty Trust, Brixmor Property Group Inc., Federal Realty Investment Trust, Kimco Realty Corporation, Kite Realty Group Trust, Phillips Edison & Company Inc., Regency Centers Corporation, Retail Opportunity Investments Corp., Saul Centers Inc., Tanger Factory Outlet Centers and Urban Edge Properties. These 11 entities were chosen because they were considered to be most similar to the Company in terms of the economic forces that impact their financial performance and the trading characteristics of their common stock. For purposes of determining TSR, dividends paid on the Company’s common shares during the performance period were deemed reinvested in additional common shares of the Company. In connection with the Reverse Stock Split and thespin-off of Curbline Properties, these awards were equitably adjusted as described in the section below entitled “– Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties.”

Settlement of 2021 CEO and CFO Performance-Based RSU Award. On March 1, 2021, in accordance with the terms of their prior employment agreements, the Company granted Messrs. Lukes and Fennerty PRSUs having a performance period ending on February 29, 2024 and target values (excluding accrued dividends) of approximately $2 million and $500,000, respectively. The potential payouts for these PRSUs based on relative TSR achievement utilized the same scale as described above for the 2024 PRSUs. Based on the Company’s relative TSR during the three-year period ended February 29, 2024, these awards paid out at 82.3% of the target level in March 2024, and Messrs. Lukes and Fennerty received 142,822 common shares and 35,705 common shares (which included payment for accrued dividends), respectively, having a market value of approximately $1,939,519 and $484,880, respectively, based on the closing price of the Company’s common shares on February 29, 2024. Messrs. Cattonar and Kitlowski and Ms. Vesy did not participate in these PRSU awards.

Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

In accordance with the terms of our 2012 Equity and Incentive Compensation Plan and our 2019 Equity and Incentive Compensation Plan, the Committee approved equitable, anti-dilution adjustments to outstanding equity awards in connection with the Reverse Stock Split consummated in August 2024 and thespin-off of Curbline Properties consummated in October 2024. Specifically, effective as of the completion of the Reverse Stock Split, the Committee approved adjustments to the equity awards outstanding at such time, in general, as described below:

•with respect to outstanding RSUs, PRSUs and stock options, the number of RSUs, PRSUs and stock options (and, for stock options, the exercise price) was adjusted based on the 1-for-4 ratio used in the Reverse Stock Split; and
•the Committee determined that following the completion of the Reverse Stock Split, evaluation of the total shareholder return performance for purposes of the adjusted PRSU awards would reflect the impact of the Reverse Stock Split.

Further, effective as of the completion of thespin-off of Curbline Properties, the Committee approved adjustments to the equity awards outstanding at such time, in general, as described below:

•with respect to outstanding RSUs, the number of RSUs was adjusted (using a ratio based on the pre-spin-off price of SITE Centers common shares and the post-spin-off price of SITE Centers common shares or shares of Curbline Properties common stock, as applicable) so that the awards generally retained, immediately after the spin-off, substantially the same intrinsic value that they had immediately prior to the spin-off (subject to specific rounding conventions). RSU awards held by Messrs. Lukes, Fennerty and Cattonar prior to the spin-off were adjusted into RSU awards payable in common shares of Curbline Properties under its equity and incentive compensation plan (such that they no longer hold RSU awards payable in Company common shares), but RSU awards held by Mr. Kitlowski prior to the spin-off remain payable in
30SITE Centers Corp. ï 2025 Proxy Statement

common shares of the Company pursuant to the 2019 Plan (in each case, subject to continued employment requirements with Curbline Properties or SITE Centers, as applicable, as generally set forth in the original award agreement);

•with respect to outstanding PRSUs, performance under each PRSU award was determined as of the close of trading on September 30, 2024, based on the greater of (1) the number of PRSUs earned based on actual performance through such date and (2) 150% of the target number of PRSUs, with the number of PRSUs determined to be earned as of such date converted (using a ratio based on the pre-spin-off price of SITE Centers common shares and the post-spin-off price of SITE Centers common shares or shares of Curbline Properties common stock, as applicable) into time-based RSUs of Curbline Properties (in the case of Messrs. Lukes, Fennerty and Cattonar) or SITE Centers (in the case of Mr. Kitlowski) so that the settled awards generally retained, immediately after the spin-off, substantially the same intrinsic value that they had immediately prior to the spin-off (subject to specific rounding conventions). These RSUs remain subject to continued employment requirements with Curbline Properties or SITE Centers, as applicable, as generally set forth in the original PRSU award agreements and earn current dividend equivalent payments in cash; and
•with respect to outstanding stock options, the number of stock options and their exercise price was adjusted (using a ratio based on the pre-spin-off and post-spin-off price of our common shares) so that the awards generally retained, immediately after the spin-off, substantially the same intrinsic value that they had immediately prior to the spin-off (subject to specific rounding conventions). All adjusted stock option awards remain exercisable by holders for common shares of SITE Centers.

In determining the appropriate adjustments to outstanding equity awards as a result of thespin-off transaction, the Committee sought to both mitigate the dilutive impact of thespin-off transaction on the value of the awards and concentrate the value of the adjusted awards in the common stock of the company employing the applicable executive following the completion of thespin-off in order to best incentivize the applicable executive’s future performance. The Committee believed that it was appropriate to conclude the performance period applicable to outstanding PRSUs on thespin-off date in order to avoid administrative and accounting complexities that would otherwise be caused by determining future performance under the PRSUs by reference to the common stock prices of both the Company and Curbline Properties. The Committee also believed that it was appropriate to measure performance with respect to outstanding PRSUs at the greater of actual performance and 150% of the target number of PRSUs because the settlement of the PRSUs based on an abbreviated performance period deprived applicable executives of the opportunity to regain and achieve a higher level of performance and payout by the end of the PRSUs’ original three-year performance periods. The Company has not issued stock options since 2017 and had relatively few stock options outstanding on the date of thespin-off (and none held by named executive officers), and the Committee accordingly decided that adjusted stock options would remain exercisable for shares of Company common stock in the case of all holders.

Other Benefits and Information

Employment Agreements. As discussed above, we currently maintain employment agreements with Messrs. Morgan and Kitlowski that have a substantial impact on their compensation. Information concerning the terms of these employment agreements is provided in the section of this Proxy Statement entitled “Executive Compensation Tables and Related Disclosure – Employment Agreements.” Curbline Properties provides the services of Messrs. Lukes and Cattonar to the Company under the terms of the Shared Services Agreement and therefore, effective October 1, 2024, the Company no longer directly or indirectly employs or compensates its CEO or CIO.

Perquisites and Fringe Benefits. The named executive officers received certain additional benefits during 2024. The Committee believes that these benefits are reasonable and consistent with its overall compensation program and better enable us to attract and retain superior executive talent.

During the period of 2024 in which they were employed by the Company, each of the named executive officers was eligible for participation in health, life, disability and other insurance plans, sick leave, reasonable vacation time, and other customary fringe benefits generally on terms available to our other employees. Pursuant to his employment agreement, Mr. Lukes was entitled to automobile service for business and personal use. The benefit included all reasonable related maintenance, repairs, parking, gasoline, insurance and other reasonable costs and expenses.

Pursuant to their then current employment agreements, during the period of 2024 in which they were employed by the Company, Messrs. Lukes and Fennerty were also entitled to reimbursement (up to an aggregate maximum in any calendar year of $25,000 for Mr. Lukes and $10,000 for Mr. Fennerty) for premiums for life, disability and/or similar insurance policies.

Retirement Benefits. We have established a customary tax qualified 401(k) plan for our employees pursuant to which we made semi-monthly matching contributions during 2024 equal to 50% of each participant’s contribution, up to 6% of the

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sum of his or her base salary plus annual cash performance-based incentive, not to exceed 3% of the sum of the participant’s base salary plus annual cash performance-based incentive, subject to the limits of the Internal Revenue Code of 1986, as amended (the “Code”).

Elective Deferred Compensation Plan. Our named executive officers are entitled to participate in our Elective Deferred Compensation Plan. Pursuant to the Elective Deferred Compensation Plan, certain of our officers can defer up to 100% of their base salaries and annual cash performance-based incentives, less applicable taxes and authorized benefits deductions. The Elective Deferred Compensation Plan is a nonqualified plan and is an unsecured, general obligation of the Company, and we have established and funded a “rabbi” trust to satisfy our payment obligations under this plan. The Company provides a matching contribution to any participant who defers compensation into the Elective Deferred Compensation Plan equal to the difference between (1) up to 3% of the sum of the participant’s base salary and annual cash performance-based incentive eligible for deferral under the 401(k) plan and the Elective Deferred Compensation Plan, combined, and (2) the actual employer matching contribution provided under the 401(k) plan. Earnings on a participant’s deferred account are based on the results of the investment options available in the plan that are selected by the participant (which are similar to the investment options available under our 401(k) plan). Settlement is generally made in cash at a date determined by the participant at the time a deferral election is made. With the exception of Mr. Kitlowski, none of our named executive officers elected to defer any portion of their 2024 cash compensation pursuant to the Elective Deferred Compensation Plan. For more information, please refer to the 2024 Nonqualified Deferred Compensation Table below.

Equity Deferred Compensation Plan. Prior to April 2024, certain of our officers, including the named executive officers, had the right to defer the receipt of service-based RSUs pursuant to our Equity Deferred Compensation Plan. None of our named executive officers elected to defer 2024 RSUs pursuant to the Equity Deferred Compensation Plan, and only a limited number of participants with small balances remained in the plan at the outset of 2024. In preparation for thespin-off of Curbline Properties, the Company terminated the Equity Deferred Compensation Plan in April 2024 and distributed all remaining account balances to participants in accordance with the terms of the plan and the Code.

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