SITE Centers Corp.
For the period ended May 13, 2026. Filed Mar 31, 2026.
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May 13, 2026 · Filed Mar 31, 2026
Contents
2025 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, in part, on an analysis of the salaries paid to executives in comparable positions within our industry. 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.
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 established in April 2024 in connection with the execution of his current employment agreement. No changes were made to these executives’ base salaries during 2025.
The annual base salaries of Messrs. Lukes and Cattonar are determined and paid by Curbline Properties without input from the Committee or the Company. Further, to the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service as our CEO and CIO, respectively, during 2025.
Annual Incentive Compensation Design
The employment agreements with our employed named executive officers, namely Messrs. Morgan and Kitlowski, applicable in 2025 specified maximum (and in the case of Mr. Kitlowski, threshold and target) annual incentive amounts. These named executive officers were not guaranteed an annual incentive payment and each employed 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 agreement based on his performance. The structure of annual incentives for 2025 with respect to Messrs. Lukes and Cattonar were determined and paid by Curbline Properties without input from the Committee or the Company. Further, to the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service as our CEO and CIO, respectively, during 2025.
Expressed in dollar values, the minimum and maximum (and in the case of Mr. Kitlowski, threshold and target) annual incentive award payable to each of our employed named executive officers for 2025 pursuant to the terms of his 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 | |||||
| Gerald R. Morgan | $0 | N/A | N/A | $300,000 | 60% |
| Aaron M. Kitlowski | $0 | $225,000 | $450,000 | $675,000 | 150% |
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 explore the sale of a significant number of properties during the course of 2025, and the inability to forecast the timing and quantitative impact of these transactions, the Committee determined in February 2025 that payouts under the 2025 annual incentive compensation program would be based entirely on the Committee’syear-end qualitative assessment of executive performance (subject to the terms set forth in each executive’s employment agreement).
Annual Incentive Compensation Decisions
In evaluating performance of our employed named executive officers for 2025, the Committee considered their contributions to the overall execution of the Company’s strategy during 2025. In particular, the Committee considered the following key accomplishments:
| • | sold 14 wholly-owned properties for an aggregate gross sales price of approximately $752.5 million; |
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| SITE Centers Corp. ï 2026 Proxy Statement | 23 |
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| • | repaid approximately $306.8 million of consolidated mortgage debt and had no consolidated indebtedness at December 31, 2025; |
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| • | returned approximately $355.7 million to shareholders ($6.75 per share) through special dividends; and |
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| • | in recognition of the volume of the Company’s asset sales and the reduced scale of its operations, in December 2025, the Company announced its intention to market its remaining properties for sale and monetize the value of its remaining joint venture investments. |
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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. Morgan and Kitlowski to 2025 incentive payments of $300,000 and $675,000, respectively. Incentive payments to Messrs. Morgan and Kitlowski were paid in cash in February 2026.
The amount of annual incentives for 2025 with respect to Messrs. Lukes and Cattonar were determined and paid by Curbline Properties without input from the Committee or the Company. To the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any incentive compensation for 2025 specifically for their service to us as our CEO and CIO.
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.”
Perquisites and Fringe Benefits. The employed named executive officers received certain additional benefits during 2025. 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 2025, each of our employed 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.
Retirement Benefits. Our employees are eligible to participate in a customary tax qualified safe harbor 401(k) plan which is sponsored by Curbline Properties. Pursuant to the plan, we currently make annual contributions to each employee’s account equal to 3% of eligible compensation.
Elective Deferred Compensation Plan. During 2025, our employed named executive officers were entitled to participate in our Elective Deferred Compensation Plan. Pursuant to the Elective Deferred Compensation Plan, certain of our officers were eligible defer up to 100% of their 2025 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 50% matching contribution each year to any participant who defers compensation into the Elective Deferred Compensation Plan in an amount not to exceed (1) 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 in a given year minus (2) the actual employer contribution provided to the participant 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 the 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 2025 cash compensation pursuant to the Elective Deferred Compensation Plan. For more information, please refer to “Executive Compensation Tables and Related Disclosure – 2025 Nonqualified Deferred Compensation Table” below.
On February 27, 2026, the Elective Deferred Compensation Plan was terminated and, pursuant to its terms, the remaining account balances will be distributed to participants between March 1, 2027 and June 30, 2027 (to the extent not already distributed in accordance with the participants’ original deferral elections).
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