| (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) | PRSU RELATIVE TSR (%)(6) |
|---|
| 2024 | 7,934,301 | 16,089,694 | 1,596,314 | 2,185,760 | 117.09 | 136.97 | 531,824 | 0.0 |
| 2023 | 6,740,650 | 3,657,129 | 2,405,897 | 2,049,666 | 112.35 | 117.03 | 265,703 | 22.8 |
| 2022 | 6,799,485 | 5,305,017 | 1,500,884 | 1,309,320 | 106.88 | 104.46 | 168,719 | 67.3 |
| 2021 | 6,910,219 | 24,547,349 | 1,625,444 | 2,093,387 | 119.39 | 119.43 | 124,935 | 55.7 |
| 2020 | 8,555,564 | 8,722,586 | 1,602,380 | 1,161,027 | 73.98 | 72.36 | 35,721 | 61.7 |
| (1) | David R. Lukes was our principal executive officer (“PEO”) for the full year for each of the Covered Years. For 2024, our non-PEO PVP NEOs (“Non-PEO NEOs”) were Gerald R. Morgan, Conor M. Fennerty, John M. Cattonar, Aaron M. Kitlowski and Christa A. Vesy. For each of 2023, 2022 and 2021, our 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). |
| SITE Centers Corp. ï 2025 Proxy Statement | 43 |
|---|
| (2) | For 2024, 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) | 2024 ($) | |
|---|
| For David R. Lukes: |
|---|
| - Summary Compensation Table “Stock Awards” column value | | (5,527,064) |
|---|
| + Covered Year-end fair value of outstanding equity awards granted in Covered Year | | 0 |
|---|
| +/- 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 | | 0 |
|---|
| +/- 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 | | 9,175,271 |
|---|
| + Fair value as of vesting date of equity awards granted and vested in Covered Year | | 4,389,517 |
|---|
| + Includable dividend equivalents paid or accrued on equity awards during Covered Year | | 117,668 |
|---|
| TOTAL ADDED (DEDUCTED) | | 8,155,393 |
|---|
| For Non-PEO Named Executive Officers (Average): |
|---|
| - Summary Compensation Table “Stock Awards” column value | | (839,021) |
|---|
| + Covered Year-end fair value of outstanding equity awards granted in Covered Year | | 254,728 |
|---|
| +/- 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 | | 47,428 |
|---|
| +/- 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 | | 666,689 |
|---|
| + Fair value as of vesting date of equity awards granted and vested in Covered Year | | 483,625 |
|---|
| - Prior year-end fair value of prior-year equity awards forfeited in Covered Year | | (50,166) |
|---|
| + Includable dividend equivalents paid or accrued on equity awards during Covered Year | | 26,164 |
|---|
| TOTAL ADDED (DEDUCTED) | | 589,447 |
|---|
Please note that while similar adjustment information was provided in our 2024 proxy statement for Covered Year 2023 and 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 2024 or the relationships disclosures provided below.
| (3) | For each Covered Year, our absolute TSR was calculated based on the percentage change in value of 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, four-year and five-year period, a “Measurement Period”), assuming dividends paid on common shares during the year (including the distribution of Curbline Properties shares at the time of the spin-off) were deemed reinvested in additional common shares, 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 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 2024, 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 disclosure, our Company Selected Measure is PRSU Relative TSR, which is calculated for each Covered Year as the percentile rank of the total shareholder return of the Company measured for the full Covered Year as compared to the total shareholder returns of the same peer companies used with respect to the 2024 PRSU awards. For these purposes, as required by the terms of the PRSU awards, dividends paid on common shares during the year (including the distribution of shares of Curbline Properties common stock at the time of the spin-off) were deemed reinvested in additional common shares. If instead of reinvesting the value of the distributed shares of Curbline Properties common stock into additional Company common shares on October 1, 2024, an investor were to have held the distributed shares of Curbline Properties common stock until December 31, 2024, the PRSU Relative TSR for 2024 would have been 32.8%. See “Compensation Discussion and Analysis—2024 Compensation Program—Retention-Based and Performance-Based Equity Grants and Results” for more information on the applicable peer companies and how these PRSU-related calculations operate. |
| 44 | SITE Centers Corp. ï 2025 Proxy Statement |
