SITE Centers Corp

Impact of the Spin-Off of Curbline Properties on Compensation Arrangements with Our Named Executive Officers

At the outset of 2024, we maintained employment agreements with each of our then current executive officers, namely Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy. Ms. Vesy terminated her employment with the Company in March 2024. The employment of each of Messrs. Lukes, Fennerty and Cattonar was transferred to Curbline Properties upon its separation from the Company on October 1, 2024. In connection with thespin-off transaction, the Company entered into a shared services agreement with Curbline Properties and its affiliates (the “Shared Services Agreement”). Among other things, the Shared Services Agreement provides that:

Under the terms of the Shared Services Agreement, Curbline Properties has provided Messrs. Lukes and Cattonar to SITE Centers to continue to serve as our CEO and CIO, respectively. As a result of the transition of the employment of Messrs. Lukes and Cattonar to Curbline Properties and the terms of the Shared Services Agreement, commencing on October 1, 2024, the Company no longer directly or indirectly employs or compensates Messrs. Lukes or Cattonar. The Company currently maintains employment agreements with (and directly compensates) Mr. Morgan, its EVP and CFO, and Mr. Kitlowski, its EVP and General Counsel.

Compensation Philosophy and Objectives

Historically, and at the beginning of 2024, our primary compensation objectives with respect to executives employed by the Company were to:

Over time, our compensation program has rewarded 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 performance that has enhanced long-term shareholder value. Historically, 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.

2024 was a year of transformation and transition for the Company, marked most notably by thespin-off of Curbline Properties and the sale of a significant number of properties, and our executive compensation program design, philosophy, and objectives continue to evolve to meet the Company’s strategic post-spin-off needs.

Structure and Principal Elements of Our Executive Compensation Program

CEO Employment Agreement. We entered into the employment agreement that governed the compensation we paid in 2024 to Mr. Lukes, namely the 2020 CEO Employment Agreement, in September 2020. In negotiating the 2020 CEO

Employment Agreement in 2020, 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 during his employment with SITE Centers.

The annualized “target” level of compensation for Mr. Lukes under the 2020 CEO Employment Agreement is summarized in the chart below:

Based on the foregoing design of the 2020 CEO 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.

The 2020 CEO Employment Agreement was set to expire in September 2024. In July 2024, in anticipation of thespin-off of Curbline Properties, the Company entered into the 2024 CEO Employment Agreement with Mr. Lukes to extend and ultimately replace the 2020 CEO Employment Agreement. Among other things, the 2024 CEO Employment Agreement extended the term of the 2020 CEO Employment Agreement until the earlier of March 11, 2025 and the consummation of thespin-off of Curbline Properties, which extension was designed to facilitate the closing of thespin-off.

As a result, prior to the completion of thespin-off of Curbline Properties on October 1, 2024, the Company continued to compensate Mr. Lukes in accordance with the principal terms of the 2020 CEO Employment Agreement. In September 2024, in preparation for the completion of thespin-off of Curbline Properties, the Company assigned the 2024 CEO Employment Agreement to a subsidiary of Curbline Properties and, as a result, the Company is not responsible for any compensation or awards owed to Mr. Lukes under the terms of the 2024 CEO Employment Agreement as they relate to his post-spinoff employment with Curbline Properties.

The Committee worked closely with its compensation consultant, Gressle & McGinley, over several months to negotiate the 2024 CEO Employment Agreement and the terms on which Curbline Properties would employ Mr. Lukes during the three-year period following the completion of thespin-off transaction. Those terms (which relate almost entirely to Mr. Lukes’post-spin-off employment with Curbline Properties) are described in greater detail in the Company’s Current Reports on Form 8-K, as filed with the SEC on July 22, 2024 and September 3, 2024.

Amendment and Assignment of CIO and Former CFO Employment Agreements to Curbline Properties. In preparation for thespin-off of Curbline Properties, in September 2024 the Company entered into assigned employment agreements with Messrs. Fennerty and Cattonar in order to transfer their employment to a subsidiary of Curbline Properties. The assigned employment agreements also made certain amendments to these executives’ existing employment agreements in order to better align their compensation arrangements with Curbline Properties’ structure and strategy. Among other things, the amendments provided that the Company would pay apro-rated portion of each executive’s 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 all compensation payable to these executives under their assigned employment agreements from and after October 1, 2024, including with respect to their annual cash incentive for the remaining portion of 2024).

New CFO Employment Agreement. In August and September 2024, the Company entered into employment and consulting agreements with Mr. Morgan, who served as a consultant from September 16, 2024 until he was employed (and appointed to succeed Mr. Fennerty) as EVP and CFO of the Company effective October 1, 2024. The consulting and employment agreements reflect an arm’s length negotiation between Mr. Morgan and the Company. The consulting agreement acted as a “bridge” agreement, provided consulting fees at a rate of $41,666 per month, and terminated upon Mr. Morgan’s commencement of employment with SITE Centers. Mr. Morgan’s employment agreement generally includes the following key terms: (i) an annual base salary of not less than $500,000; (ii) an annual cash incentive opportunity of up to $300,000 (in the case of 2024, pro-rated based on the portion of the year he was employed by the Company); (iii) a severance payment of $600,000 in the event Mr. Morgan’s employment is terminated by the Company without cause (whether or not in connection with a change in control), by Mr. Morgan for good reason, or as a result of Mr. Morgan’s death or disability (in addition to certain other benefits).

New General Counsel Employment Agreement. The Company entered into a new employment agreement with Mr. Kitlowski in April 2024 in order to replace his September 2021 employment agreement, which was scheduled to expire in September 2024. Mr. Kitlowski has served as the Company’s EVP and General Counsel since 2017 and was appointed an executive officer of the Company upon the consummation of thespin-off of Curbline Properties. Mr. Kitlowski’s new employment agreement generally made the following key changes to the terms of his September 2021 employment agreement: (i) increased his annual base salary from $435,000 to $450,000; (ii) increased the range of his annual cash incentive opportunity from 40% – 80% to 50% – 150% of his base salary; and (iii) provides for a severance payment of $1,500,000 in the event his employment is terminated by the Company without cause (whether or not in connection with a change in control) or by Mr. Kitlowski for good reason. The agreement also provides various other benefits and the accelerated vesting of equity awards in the event that Mr. Kitlowski’s employment is terminated by the Company without cause (whether or not in connection with a change in control), by Mr. Kitlowski for good reason, or as a result of Mr. Kitlowski’s death or disability.

Mr. Kitlowski received an award of 73,918 service-based RSUs in April 2024 in connection with the execution of his new employment agreement, but his new agreement does not contemplate additional equity awards. This award had a value at inception of approximately $1,050,000 and generally vests 100% on the third anniversary of the grant date (subject to the receipt of dividend equivalents in cash on a current basis).

More information concerning the terms of our employment agreements with Messrs. Morgan and Kitlowski is provided in the section below entitled “Executive Compensation Tables and Related Disclosure – Employment Agreements.”

Role of the Committee and Management in Executive Compensation

The Committee has overall responsibility for the compensation programs provided to the named executive officers that are employed by the Company. 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 designs the annual performance-based incentive program, conducts an annual review of executive 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.

Among other matters, in 2024, the Committee:

Our CEO provides significant input in setting the compensation for our named executive officers employed by the Company 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

During 2024, the Committee engaged 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 assessed the independence of Gressle & McGinley, as required under NYSE listing rules. The Committee 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.

In 2024, Gressle & McGinley generally assisted the Company with the bulleted items listed above under the section entitled “Role of the Committee and Management in Executive Compensation.”

Consideration of 2024 Say-on-Pay Voting Results

At our 2024 Annual Meeting, we received approximately 95% 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 2024. 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 2024 specifically in response to the 2024 Say-on-Pay voting results.