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SITE Centers Corp.

For the period ended May 13, 2026. Filed Mar 31, 2026.

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About this filing

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 13, 2026 · Filed Mar 31, 2026

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

Compensation Program Design

Compensation Philosophy and Objectives

Our primary compensation objectives with respect to executives employed by the Company are to:

•retain and motivate executives who are capable of advancing our strategy and maximizing returns to our shareholders;
•reward executives on an annual basis in a manner aligned with our performance and organizational objectives; and
•help ensure that the cost of the compensation program is reasonable to shareholders.

Given the magnitude of the Company’s dispositions in recent years, the significant amount of capital returned to shareholders in the form of special dividends and the Company’s stated objective to market its remaining properties for sale, the Company does not currently make use of long-term service-based and performance-based equity incentives.

Structure and Principal Elements of Our Executive Compensation Program

CEO and CIO. We do not employ our current CEO or CIO and the Company is not obligated to provide any direct or indirect compensation for their service as our current CEO or CIO. 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.

CFO Employment Agreement. In August 2024, the Company entered into an employment agreement with Mr. Morgan to serve as our EVP and CFO. The terms of the employment agreement reflect an arm’s length negotiation between Mr. Morgan and the Company. 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; (iii) a severance payment of $600,000 in the event Mr. Morgan’s employment is terminated by the Company without cause, by Mr. Morgan for good reason, or as a result of Mr. Morgan’s death or disability (in addition to certain other benefits).

General Counsel Employment Agreement. In April 2024, the Company entered into a new employment agreement with Mr. Kitlowski, who has served as the Company’s EVP and General Counsel since 2017. Mr. Kitlowski’s employment agreement generally includes the following key terms: (i) an annual base salary of $450,000; (ii) an annual cash incentive opportunity ranging from 50% – 150% of his base salary; and (iii) a severance payment of $1,500,000 in the event his employment is terminated by the Company without cause 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, by Mr. Kitlowski for good reason, or as a result of Mr. Kitlowski’s death or disability (in addition to certain other benefits).

2025 Amendments to CFO and General Counsel Agreements. In order to further incentivize and promote their retention during the execution of the Company’s strategy to market its remaining properties for sale, in December 2025, the Company entered into amendments to its employment agreements with Messrs. Morgan and Kitlowski to change the cash severance payment for each executive in the event of a qualifying termination of their employment following a change in control of the Company (as described and defined in their employment agreements to include, but not be limited to, a sale of substantially all of the assets of the Company, or the liquidation or dissolution of the Company) to a multiple of 2.5 times the sum of (i) such executive’s applicable annual base salary rate plus (ii) such executive’s three-year average annual cash incentive or bonus payout, subject to certain exceptions and details, all as further described in the amendments.

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

SITE Centers Corp. ï 2026 Proxy Statement21

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, periodically reviews market pay practices to remain informed about general compensation trends in the market and specifically approves compensation arrangements for our employed named executive officers.

Among other matters, in 2025, the Committee:

•Evaluated the 2024 performance of executive officers employed by the Company;
•Considered the structure applicable to our 2025 annual bonus program;
•Evaluated the sufficiency of retention and performance incentives in place for both executives provided to the Company by Curbline Properties under the Shared Services Agreement (namely our CEO and CIO) and executives employed by the Company (namely our CFO and General Counsel);
•Analyzed and designed employment agreement amendments for Messrs. Morgan and Kitlowski (see “Compensation Discussion and Analysis – Compensation Program Design – Structure and Principal Elements of Our Executive Compensation Program – 2025 Amendments to CFO and General Counsel Agreements” above); and
•Analyzed whether any aspects of the Company’s compensation policies and practices create or encourage the taking of risks that could reasonably be expected to cause a material adverse impact on the Company.

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 2025, the Committee engaged Mercer (US) LLC (“Mercer”) as an independent compensation consultant for the specific purpose of evaluating the design and sufficiency of performance and retention incentives for our executive officers. Mercer was selected as the advisor to the Committee based on its knowledge of the REIT sector and extensive experience in designing executive compensation programs across multiple industry sectors. The Committee assessed the independence of Mercer, 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 Mercer. Based on this review, the Committee is not aware of any conflict of interest that has been raised by the work performed by Mercer. Mercer’s advice had no substantive impact on compensation paid to the Company’s named executive officers in 2025. More information concerning the Committee’s review of executive incentives during 2025 is provided in the section below entitled “Compensation Discussion and Analysis – 2025 Review of Executive Incentives.”

Consideration of 2025 Say-on-Pay Voting Results

After having historically received support levels well in excess of 90% for our annual advisory Say-on-Pay proposals to approve the compensation of our named executive officers, we received approximately 77% approval for our annual advisory Say-on-Pay vote at our 2025 Annual Meeting based on the total votes cast. The Committee believes that the outcome of our 2025 advisory Say-on-Pay proposal was largely the result of an adverse recommendation from a prominent proxy advisory firm on the basis that, in connection with thespin-off of Curbline Properties, the Company converted performance-based RSUs (“PRSUs”) into time-based RSU awards of Curbline Properties (in the case of Messrs. Lukes and Cattonar and our former CFO, Mr. Fennerty) or the Company (in the case of Mr. Kitlowski) at 150% of target (as compared to the actual level of performance under the PRSUs that fell below the 150% level as of the date of thespin-off of Curbline Properties). As stated in the Company’s 2025 proxy statement, the Committee believed that it was appropriate to conclude the performance period applicable to outstanding PRSUs on thespin-off date in order to avoid the administrative and accounting complexities that would have been caused by determining post-spin 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 thepre-spin 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.

22SITE Centers Corp. ï 2026 Proxy Statement

The Committee chose not to make any substantial changes to the Company’s compensation programs for 2025 specifically in response to the 2025 Say-on-Pay voting results because the equitable adjustments to PRSUs made in connection with thespin-off of Curbline Properties represented aone-time decision in response to a unique corporate transaction and no PRSUs remain outstanding.

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