DEF 14A of SITE Centers Corp., Apr 2, 2024

DEF 14A of SITE Centers Corp.

Filed Apr 2, 2024 · FY20230001193125-24-084745

Open on EDGAR

  1. 2024 Proxy Statement Table of Contents

    | 7. Executive Compensation Tables and Related Disclosure | | | 2023 Summary Compensation Table | 41 | | 2023 Grants of Plan-Based Awards Table | 42 | | Outstanding Equity Awards at 2023 Fiscal Year-End Table | 43 | | 2023 Option Exercises and Stock Vested Table | 44 | | 2023 Nonqualified Deferred Compensation Table | 44 | | Potential Payments Upon Termination or Change in Control | 45 | | Employment Agreements | 47 | | CEO Pay Ratio | 49 | | Pay Versus Performance | 50 | | Pay Versus Performance Table | 50 | | 2023 Tabular List | 52 | | Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results | 52 | | 8. Proposal Four: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm | | | Proposal Summary and Board Recommendation | 54 | | Fees Paid to PricewaterhouseCoopers LLP | 54 | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | 55 | | Auditor Independence | 55 | | Audit Committee Report | 55 | | 9. Corporate Governance and Other Matters | | | Codes of Ethics | 56 | | Reporting and Non-Retaliation Policy | 57 | | Related-Party Transactions | 57 | | Security Ownership of Certain Beneficial Owners | 58 | | Delinquent Section 16(a) Reports | 58 | | Shareholder Proposals for 2025 Annual Meeting of Shareholders | 58 | | Householding | 59 | | Other Matters | 59 | | 10. Frequently Asked Questions | | | Why did you send me this Proxy Statement? | 60 | | Who is entitled to vote at the Annual Meeting? | 60 | | How do I attend and vote at the virtual Annual Meeting? | 60 | | How many votes do I have? | 61 | | How do I vote by proxy? | 61 | | May I revoke my proxy? | 62 | | Who is soliciting my proxy? | 62 | | Can I receive these proxy materials by email in the future? | 62 | | What constitutes a quorum? | 62 | | What vote is required to approve each proposal assuming that a quorum is present at the Annual Meeting? | 63 | | Annex A – Amendment to Articles of Incorporation to Effect Reverse Stock Split | A-1 |

  2. 2024 Director Nominees

    2024 Director Nominees

  3. 2024 Director Nominees

    | | | | | | CURRENT COMMITTEE MEMBERSHIPS | | | | | DIRECTOR NAME | AGE | SINCE | INDEPENDENT | AUDIT | COMPENSATION | NOMINATING AND ESG | DIVIDEND DECLARATION | PRICING | | Linda B. Abraham | 61 | 2018 | Yes | ✔ | | ✔ | | | | Terrance R. Ahern* | 68 | 2000 | Yes | ✔ | Chair | | ✔ | ✔ | | Jane E. DeFlorio | 53 | 2017 | Yes | Chair | ✔ | | | ✔ | | David R. Lukes | 54 | 2017 | No | | | | Chair | Chair | | Victor B. MacFarlane | 72 | 2002 | Yes | | | Chair | | | | Alexander Otto | 56 | 2015 | Yes | | | | | | | Barry A. Sholem | 68 | 2022 | Yes | | | ✔ | | | | Dawn M. Sweeney | 64 | 2018 | Yes | ✔ | ✔ | | | |

  4. 2024 Director Nominees

    | * Chairman of the Board |

  5. 2024 Director Nominees

    In accordance with Alexander Otto’s 2009 investor rights agreement and the number of our common shares owned by Alexander Otto and certain members of his family (the “Otto Family”) as of the record date for the Annual Meeting, the Otto Family was entitled to propose one Director for nomination at the Annual Meeting. The Otto Family has proposed, and the Board has nominated, Mr. Otto for election at the Annual Meeting. Our Board strives to maintain an independent, balanced and diverse set of Directors that collectively possess the expertise to ensure effective oversight of management. Three of our Director nominees are women and one of our Director nominees is African American.

  6. 2024 Director Nominees

    | 2 | SITE Centers Corp. • 2024 Proxy Statement |

  7. 2023 Executive Compensation

    | NAMED EXECUTIVE OFFICER | POSITION | SALARY | BONUS | STOCK AWARDS | NON-EQUITY INCENTIVE PLAN COMPENSATION | ALL OTHER COMPENSATION | TOTAL | | David R. Lukes | President and CEO | $900,000 | $0 | $3,550,043 | $2,250,000 | $40,607 | $6,740,650 | | Conor M. Fennerty | EVP and CFO | $575,000 | $0 | $1,902,419 | $900,000 | $18,930 | $3,396,349 | | John M. Cattonar | EVP and CIO | $475,000 | $0 | $1,458,668 | $750,000 | $12,399 | $2,696,067 | | Christa A. Vesy | Former EVP and CAO | $425,000 | $0 | $177,532 | $510,000 | $12,744 | $1,125,276 |

  8. “FOR” ALL EIGHT DIRECTOR NOMINEES

    “FOR” ALL EIGHT DIRECTOR NOMINEES

  9. Director Nominees for Election at the Annual Meeting

    Director Nominees for Election at the Annual Meeting Our Board has nominated and recommends that shareholders vote “FOR” the election of each of the following Director nominees, each to serve a one-year term until the next annual meeting of shareholders and until a successor has been duly elected and qualified. All nominees are currently serving as Directors and were elected by the shareholders at the 2023 Annual Meeting.

  10. Director Nominees for Election at the Annual Meeting

    | LINDA B. ABRAHAM Managing Director of Crimson Capital (early stage technology company investing and consulting) Background: Since 2014, Ms. Abraham has served as Managing Director of Crimson Capital, which invests in and advises a broad range of early stage technology companies spanning data/analytics, cybersecurity, machine learning, e-commerce, educational technology, clean energy and healthcare. From 1999 to 2013, Ms. Abraham co-founded and served as Executive Vice President of comScore, a leader in digital measurement and analytics which went public in 2007. Ms. Abraham also served as an Independent Director and chair of the compensation committee of Carlotz, Inc., an online consignment company for used vehicles, from 2021 until 2022. Additionally, she serves on the boards of the School of Data Science at the University of Virginia and Tiger 21, a member-based organization focused on investment management and education. Ms. Abraham has been named a Fellow in the Stanford University Distinguished Careers Institute. Ms. Abraham holds a degree in Quantitative Business Analysis from Penn State University. Qualifications: Ms. Abraham’s qualifications to serve on the Board include extensive experience as a technology entrepreneur and as an expert in consumer analytics, a field that is critical to the Company’s efforts to understand shopping patterns and merchandise mix. | DIRECTOR SINCE: 2018 AGE: 61 INDEPENDENT: YES COMMITTEES: • Audit • Nominating and ESG |

  11. Director Nominees for Election at the Annual Meeting

    | SITE Centers Corp. • 2024 Proxy Statement | 7 |

  12. Director Nominees for Election at the Annual Meeting

    | TERRANCE R. AHERN Chairman of the Board, SITE Centers, and Chairman Emeritus, The Townsend Group (institutional real estate consulting) Background: Mr. Ahern served as Co-Founder, Principal and Chief Executive Officer of The Townsend Group, an institutional real estate advisory and investment management firm formed in 1986, until his retirement in May 2022 and currently serves as Chairman Emeritus. The Townsend Group serves as adviser to, or invests on behalf of, domestic and offshore public and private pension plans, endowments and foundations, and sovereign wealth funds. Mr. Ahern has also served as an Independent Director of KKR Real Estate Finance Trust since 2017. Mr. Ahern is a past member of the Young Presidents Organization, the Pension Real Estate Association (“PREA”), the National Association of Real Estate Investment Trusts (“NAREIT”), and the National Council of Real Estate Investment Fiduciaries. He is a former member of the Board of Directors of PREA and the Board of Editors of Institutional Real Estate Securities. Mr. Ahern has been a frequent speaker at industry conferences, including PREA, NAREIT and the National Association of Real Estate Investment Managers. Qualifications: Mr. Ahern has over 35 years of real estate industry and institutional real estate consulting experience. This experience includes founding and managing a leading institutional real estate advisory and investment firm whose core skill is analyzing real estate firms and investment opportunities. This role and experience has provided Mr. Ahern with unique insight into the structure and operations of both public and private real estate companies, and into the real estate environment and capital markets in which we operate. Through his experience, Mr. Ahern has gained an understanding and knowledge of the opportunities, challenges and risks that face real estate companies, as well as the functions of a board of directors. | DIRECTOR SINCE: 2000 AGE: 68 INDEPENDENT: YES COMMITTEES: • Compensation (Chair) • Audit • Dividend Declaration • Pricing |

  13. Director Nominees for Election at the Annual Meeting

    | JANE E. DEFLORIO Managing Director (Retired), Deutsche Bank AG Retail/Consumer Sector Investment Banking Coverage (global banking and financial services company) Background: Ms. DeFlorio was Managing Director, Deutsche Bank AG Retail/Consumer Sector Investment Banking Coverage, a division of a global banking and financial services company, from 2007 to 2013. While at Deutsche Bank, Ms. DeFlorio covered a range of mid- to large-cap retail clients. Ms. DeFlorio has served as an Independent Director and chair of the audit committee of Vivid Seats since 2021 and also served as an Independent Director of Perry Ellis International from 2014 to 2018. Ms. DeFlorio is also a member of the Board of Trustees and Chairman of the Audit and Risk Committee at The New School University in New York City. She serves on the Boards of Directors for The Parsons School of Design and the Museum at Fashion Institute of Technology. She also serves on the Advisory Council for the School of Engineering at the University of Notre Dame. Ms. DeFlorio is a graduate of the University of Notre Dame and Harvard Business School. Qualifications: With over 15 years of experience in investment banking, primarily focusing on the retail sector, as well as her service on other public company boards, Ms. DeFlorio is uniquely qualified to advise our Board in connection with capital structure, capital allocation, strategic direction, risk management, financial matters, shareholder value creation and strategic opportunities. | DIRECTOR SINCE: 2017 AGE: 53 INDEPENDENT: YES COMMITTEES: • Audit (Chair) • Compensation • Pricing |

  14. Director Nominees for Election at the Annual Meeting

    | 8 | SITE Centers Corp. • 2024 Proxy Statement |

  15. Director Nominees for Election at the Annual Meeting

    | DAVID R. LUKES President and Chief Executive Officer, SITE Centers Background: Mr. Lukes was named President and Chief Executive Officer of SITE Centers in March 2017. Mr. Lukes previously served as Chief Executive Officer of Equity One, Inc. (“Equity One”), an owner, developer, and operator of shopping centers, as well as a member of Equity One’s Board of Directors, from 2014 until 2017. Prior to joining Equity One, Mr. Lukes served as President and Chief Executive Officer of Sears Holding Corporation affiliate Seritage Realty Trust, a real estate company, from 2012 through 2014. In addition, Mr. Lukes served as the President and Chief Executive Officer of Olshan Properties (formerly Mall Properties, Inc.), a privately owned real estate firm that specializes in the development, acquisition and management of commercial real estate, from 2010 to 2012. From 2002 to 2010, Mr. Lukes served in various senior management positions at Kimco Realty Corporation, including serving as its Chief Operating Officer from 2008 to 2010. Mr. Lukes also serves as President, Chief Executive Officer and Director of Retail Value Inc. (“RVI”), which previously owned and operated shopping centers located in the continental U.S. and is managed by SITE Centers, and as a Director of Citycon Oyj, an owner and operator of shopping centers located in the Nordic region, the shares of which are traded on the Nasdaq Helsinki stock exchange. Mr. Lukes holds a Bachelor of Environmental Design from Miami University, a Master of Architecture from the University of Pennsylvania and a Master of Science in Real Estate Development from Columbia University. Mr. Lukes also serves as a member of the Advisory Board of Governors of NAREIT. Qualifications: Mr. Lukes’ qualifications to serve on the Board include his position as a member of the Company’s senior management, his prior experiences as chief executive and director of other shopping center owners and operators, his familiarity with the retail real estate investment trust (“REIT”) industry and his extensive expertise and experience in retail real estate development and operations. | DIRECTOR SINCE: 2017 AGE: 54 INDEPENDENT: NO COMMITTEES: • Dividend Declaration (Chair) • Pricing (Chair) |

  16. Director Nominees for Election at the Annual Meeting

    | VICTOR B. MACFARLANE Chairman and Chief Executive Officer, MacFarlane Partners (real estate investments) Background: Mr. MacFarlane is Chairman and Chief Executive Officer of MacFarlane Partners, which he founded in 1987 to provide real estate investment management services to institutional investors and has more than 40 years of real estate investment experience. Mr. MacFarlane has served as an Independent Director of Veris Residential, Inc. since 2021 and currently serves on its audit committee and compensation committee. Mr. MacFarlane is a co-founder and emeritus board member of the Real Estate Executive Council, a member and former Trustee of the Urban Land Institute and a member and former Director of PREA. Qualifications: Mr. MacFarlane brings to our Board three decades of experience as a chief executive officer of a real estate investment and advisory firm and over 40 years of experience in the areas of real estate investment, corporate finance, portfolio management and risk management. His extensive managerial experience as well as his knowledge of the real estate and private capital industries provide our Board with an expansive view on issues impacting the Company and our corporate strategy. | DIRECTOR SINCE: 2002 AGE: 72 INDEPENDENT: YES COMMITTEES: • Nominating and ESG (Chair) |

  17. Director Nominees for Election at the Annual Meeting

    | SITE Centers Corp. • 2024 Proxy Statement | 9 |

  18. Director Nominees for Election at the Annual Meeting

    | ALEXANDER OTTO Chief Executive Officer, ECE Group GmbH & Co. KG (commercial real estate company, Hamburg, Germany) Background: Mr. Otto has served as the Chief Executive Officer of ECE Group GmbH & Co. KG, a commercial real estate company based in Hamburg, Germany that manages assets in Europe, since 2000. Mr. Otto is a graduate of St. Clare’s, Oxford, Harvard College and Harvard Business School. Mr. Otto is a member of the boards of directors, or equivalent governing bodies, of privately held companies Otto Group and Peek & Cloppenburg KG. Mr. Otto served as a director of publicly traded company Deutsche EuroShop AG, which owns and operates retail real estate assets in Europe, from 2002 until 2022 and of Sonae Sierra Brasil S.A., which owns and operates retail real estate assets in Brazil, from 2014 until 2019. Additionally, Mr. Otto is the Chairman of Lebendige Stadt (Vibrant City) Foundation, HSV Campus gemeinnützige GmbH and the Alexander Otto Sportstiftung Foundation, is a member of the board of the Harvard Global Advisory Council and, together with his wife, established the Dorit and Alexander Otto Foundation. Qualifications: Mr. Otto has more than 25 years of experience in the shopping center business. This experience includes serving as a real estate analyst with a focus on financial analysis and appraisals of shopping centers, as well as a development manager and leasing executive for large shopping centers. These qualifications and his experience as the CEO of a leading private European shopping center company enable Mr. Otto to provide particular insights to the Board regarding the Company’s corporate strategy, the continual optimization of the Company´s operations, transactional activity and general management. | DIRECTOR SINCE: 2015 AGE: 56 INDEPENDENT: YES |

  19. Director Nominees for Election at the Annual Meeting

    | BARRY A. SHOLEM Founder and Chairman, MSD Real Estate Background: Mr. Sholem joined MSD Capital, L.P., the family office of Michael and Susan Dell, in 2004 and currently serves as Founder and Chairman of MSD Real Estate. From 1995 until 2000, Mr. Sholem was Chairman of DLJ Real Estate Capital Partners, a $2 billion real estate fund that he co-founded and that invested in a broad range of real estate-related assets, and a Managing Director at Credit Suisse First Boston, an investment bank. Since 2023, Mr. Sholem has served as an Independent Director and a member of the nominating and corporate governance committee of Hudson Pacific Properties, Inc. From 2018 until 2022, Mr. Sholem served as a Director of RVI and as a member of its audit, corporate governance and executive committees. From 1998 to 2018, Mr. Sholem served as a Director of the Company, where he served as a member of several board committees. Mr. Sholem is active in Urban Land Institute (“ULI”), the International Council of Shopping Centers (“ICSC”), the University of California, Berkeley Real Estate Advisory Board, Brown University President’s Leadership Council and the Business Roundtable. Qualifications: Mr. Sholem’s qualifications to serve on the Board include years of experience leading the real estate groups of investment firms. In addition, he brings a broad understanding of the social and political issues facing the Company through his involvement with ULI and ICSC. | DIRECTOR SINCE: 2022 AGE: 68 INDEPENDENT: YES COMMITTEES: • Nominating and ESG |

  20. Director Nominees for Election at the Annual Meeting

    | 10 | SITE Centers Corp. • 2024 Proxy Statement |

  21. Director Nominees for Election at the Annual Meeting

    | DAWN M. SWEENEY Advisor and Principal, New England Consulting Group (marketing management consulting) Background: Ms. Sweeney has served as an advisor and principal of the New England Consulting Group since 2020, focusing on the group’s restaurant and association practices. She has also served as a strategic partner with JLL since 2022 as part of the Non-Profit and Association practice group. Additionally, she serves as an Executive in Residence at The Georgetown University’s McDonough School of Business. Ms. Sweeney served as the President and Chief Executive Officer of the National Restaurant Association, the chief business and national trade association for the restaurant and foodservice industry, from 2007 until her retirement in 2019. Since September 2022, Ms. Sweeney has served as an Independent Director, chair of the compensation, nominating and governance committee and member of the audit committee of Riv Capital, a company listed on the Canadian Securities Exchange. Ms. Sweeney also serves as chair of the board of directors of MedStar’s National Medical Rehabilitation Hospital. Ms. Sweeney earned a Bachelor of Science in Government from Colby College and a Masters of Business Administration in Marketing from The George Washington University. Qualifications: Ms. Sweeney’s qualifications to serve on the Board include her extensive managerial experience and her success in building revenues, improving organizational culture and sustaining organizational growth as well as her recognition as a leader in the restaurant and foodservice industry. | DIRECTOR SINCE: 2018 AGE: 64 INDEPENDENT: YES COMMITTEES: • Audit • Compensation |

  22. Director Qualifications and Review of Director Nominees

    Director Qualifications and Review of Director Nominees The Nominating and ESG Committee periodically reviews the composition of our Board as a whole and recommends, if necessary, actions to be taken so that our Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for our Board as a whole and contains at least the minimum number of independent Directors required by applicable laws and regulations and our Corporate Governance Guidelines. The Nominating and ESG Committee is responsible for ensuring that the composition of our Board appropriately reflects the needs of our business and, in furtherance of this goal, proposing the addition of Directors and requesting the resignation of Directors for purposes of ensuring the requisite skill sets and commitment of the Directors to actively participate in Board and committee meetings. Directors should possess such attributes and experience as are necessary to provide a broad range of personal

  23. Director Qualifications and Review of Director Nominees

    | SITE Centers Corp. • 2024 Proxy Statement | 11 |

  24. Director Qualifications and Review of Director Nominees

    characteristics including diversity, management skills, and real estate and general business experience. Directors should commit the requisite time for preparation and attendance at regularly scheduled Board and committee meetings, as well as participate in other matters necessary to ensure we are well-positioned to engage in best corporate governance practices. In evaluating a Director candidate, the Nominating and ESG Committee considers factors that are in the best interests of the Company and its shareholders, including the knowledge, experience, integrity and judgment of each candidate; the potential contribution of each candidate to the diversity of backgrounds, experience and competencies that our Board desires to have represented; each candidate’s ability to devote sufficient time and effort to his or her duties as a Director; independence and willingness to consider all strategic proposals; any other criteria established by our Board and any core competencies or real estate expertise necessary to staff Board committees. In addition, the Nominating and ESG Committee will consider potential members’ qualifications to be independent under the NYSE listing standards in accordance with our Corporate Governance Guidelines, and will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills, and expertise that are likely to enhance our Board’s ability to oversee our affairs and business, including, when applicable, to enhance the ability of committees of our Board to fulfill their duties. The Nominating and ESG Committee will consider suggestions forwarded by shareholders to our Secretary concerning qualified candidates for election as Directors. To recommend a prospective candidate for the Nominating and ESG Committee’s consideration and potential recommendation to the Board for nomination for Director, a shareholder may submit the candidate’s name and qualifications to our Corporate Secretary at the following address: 3300 Enterprise Parkway, Beachwood, Ohio 44122. The Nominating and ESG Committee has not established specific minimum qualifications that a candidate must have to be recommended to our Board. However, in determining qualifications for new Directors, the Nominating and ESG Committee considers those guidelines described above. The Nominating and ESG Committee will consider a pool of potential Board candidates established from recommendations from shareholders and third parties, including management and current Directors, as well as pursuant to the investor rights agreement described above under the caption “Transactions with the Otto Family.” The Nominating and ESG Committee may, in its discretion, retain a search consultant to supplement the pool of potential Board candidates considered for nomination. Our Code of Regulations sets forth the requirements with respect to the nomination of candidates for Director by shareholders.

  25. Compensation of Directors

    Compensation of Directors

  26. Director Compensation Program

    Director Compensation Program During 2023, our non-employee Directors were compensated in the form of an annual cash retainer and an annual equity retainer. The equity retainer is payable in a combination of a fixed-dollar grant and a fixed-share grant as summarized below.

  27. Director Compensation Program

    | SITE Centers Corp. • 2024 Proxy Statement | 15 |

  28. Director Compensation Program

    Our Director compensation program, including the fixed-share portion of the annual equity retainer, is intended to align the interests of our Directors and our shareholders.

  29. Director Compensation Program

    | COMPONENT | ANNUAL AMOUNT | PAYABLE | | Annual Fixed-Dollar Stock Retainer | Equal in value to $60,000 | Quarterly in common shares | | Annual Fixed-Share Stock Retainer | 3,800 common shares | Quarterly in common shares | | Annual Cash Retainer | $60,000 | Quarterly in cash or common shares, at the Director’s election |

  30. Director Compensation Program

    Non-employee Directors are also paid fees for service on certain committees as set forth below and for service as the Chairman of the Board. The Director who serves as the Chairman of the Board receives an annual fee of $100,000 in addition to the fees paid to all non-employee Directors. Fees are paid to committee members, the respective committee chairs and the Chairman of the Board in quarterly installments in the form of cash or common shares, at the Director’s election. Each Director is also reimbursed for expenses incurred in attending meetings because we view meeting attendance as integrally and directly related to the performance of the Directors’ duties.

  31. Director Compensation Program

    | | ADDITIONAL ANNUAL FEE | | | COMMITTEE | CHAIR ($) | OTHER MEMBER ($) | | Audit Committee | 40,000 | 25,000 | | Compensation Committee | 40,000 | 25,000 | | Nominating and ESG Committee | 30,000 | 20,000 | | Dividend Declaration Committee | — | — | | Pricing Committee | — | — |

  32. 2023 Director Compensation

    2023 Director Compensation In accordance with the compensation program described above, our non-employee Directors received the following compensation during 2023:

  33. 2023 Director Compensation

    | DIRECTOR NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | TOTAL ($) | | Terrance R. Ahern | 225,000 | 109,906 | 334,906 | | Linda B. Abraham(2) | 105,034 | 109,906 | 214,940 | | Jane E. DeFlorio | 125,000 | 109,906 | 234,906 | | Victor B. MacFarlane(2) | 90,000 | 109,906 | 199,906 | | Alexander Otto | 60,000 | 109,906 | 169,906 | | Barry Sholem | 80,000 | 109,906 | 189,906 | | Dawn M. Sweeney | 110,000 | 109,906 | 219,906 |

  34. 2023 Director Compensation

    | (1) The amounts reported in this column reflect the aggregate grant date fair value, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), for stock awards granted quarterly to each of the non-employee Directors in 2023, based upon the closing price of our common shares on the dates of grant. The grant date fair values of the stock awards made to each Director in 2023 were as follows: $13.86 on February 15, 2023 (2,033 shares); $11.98 on May 15, 2023 (2,203 shares); $13.44 on August 15, 2023 (2,067 shares); and $13.21 on November 15, 2023 (2,086 shares). |

  35. 2023 Director Compensation

    | (2) The cash and stock awards listed for Ms. Abraham and the stock awards listed for Mr. MacFarlane were deferred into the Director’s Deferred Compensation Plan and converted into units that are the economic equivalent of common shares, as further described below. |

  36. 2023 Director Compensation

    | 16 | SITE Centers Corp. • 2024 Proxy Statement |

  37. Interests of Directors and Executive Officers

    Interests of Directors and Executive Officers Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of our common shares and equity awards granted to them.

  38. 2023 Annual Incentive Compensation Program Overview

    2023 Annual Incentive Compensation Program Overview Our 2023 annual performance-based incentive compensation program for our named executive officers was adopted by the Committee in March 2023 and was based upon a combination of quantitative and qualitative performance measures. The Committee determined that 50% of our named executive officers’ annual incentive awards for 2023 would be linked to the Company’s performance during the year with respect to Operating FFO with the remaining 50% of the annual incentive award determination to be based on a qualitative assessment of each named executive officer’s performance with particular consideration given to the achievement of pre-identified goals for which each executive was individually responsible.

  39. 2023 Annual Incentive Compensation Program Overview

    | 28 | SITE Centers Corp. • 2024 Proxy Statement |

  40. 2023 Annual Incentive Compensation Program Overview

    As further described below, the quantitative component of our 2023 annual incentive compensation program differed from the quantitative approach utilized in recent years’ annual incentive compensation programs due to the Company’s expected pursuit in 2023 of a strategy focused on unanchored convenience real estate and preparation for the spin-off of Curbline Properties. These changes were specifically designed to provide the Committee with sufficient control and flexibility to award levels of incentive pay commensurate with the executives’ actual performance in 2023. According to this design and based on the achievements highlighted above and discussed in further detail below, the Committee approved annual incentive payouts to Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy for 2023 in the amounts of $2,250,000, $900,000, $750,000 and $510,000, respectively, which represented the maximum level of the annual incentive award opportunities provided in their employment agreements. Mr. Lukes elected to receive his annual incentive payout entirely in cash (as opposed to in RSUs at a 20% increase) as permitted by his employment agreement. In accordance with their employment agreements, annual incentives were paid to Messrs. Fennerty and Cattonar and Ms. Vesy in cash.

  41. New Employment Agreements with Certain Named Executive Officers

    New Employment Agreements with Certain Named Executive Officers The Committee continues to believe that fixed-term employment agreements are appropriate for our executives because they give the Company the opportunity toward the end of the contract term to reconsider the composition of its leadership team, evaluate the Company’s executive compensation program against its peers, align the structure of the Company’s executive compensation program with its current strategy and promote executive retention through new grants of long-term equity. In September 2023, the Company entered into new employment agreements with Messrs. Fennerty and Cattonar in order to replace their prior employment agreements which were scheduled to expire in February 2024 and May 2024, respectively. The new employment agreements for these executives expire in September 2026 and contain compensation structures which are generally consistent with the compensation structures set forth in their prior employment agreements and with the compensation structure set forth in our Chief Executive Officer’s September 2020 employment agreement. The employment agreements with our named executive officers are generally designed to balance three essential objectives:

  42. New Employment Agreements with Certain Named Executive Officers

    | • | retain our executives, who we believe are best positioned to lead our Company; |

  43. New Employment Agreements with Certain Named Executive Officers

    | • | incentivize our executives to deliver superior returns to our shareholders through the achievement of key financial and operational goals; and |

  44. New Employment Agreements with Certain Named Executive Officers

    | • | help ensure that the cost of our compensation program is reasonable from our shareholders’ perspectives. |

  45. New Employment Agreements with Certain Named Executive Officers

    More information concerning the terms of our employment agreements with our named executive officers, including the Committee’s consideration during 2023 of the terms of our new compensation arrangements with Messrs. Fennerty and Cattonar, is provided in the section below entitled “Compensation Program Design – New Employment Agreements with Certain Named Executive Officers” and in the section of this Proxy Statement entitled “Executive Compensation Tables and Related Disclosure – Employment Agreements”.

  46. Overview of 2023 Equity Grants and Performance-Based Equity Results

    Overview of 2023 Equity Grants and Performance-Based Equity Results Service-Based RSUs Awarded in Connection with the Execution of New Employment Agreements. Each of Messrs. Fennerty and Cattonar received an award of 74,187 service-based RSUs in September 2023 in connection with the execution of his new employment agreement. Both of these awards generally vest 10%, 10%, 10%, 10% and 60% on each of the first five anniversaries of the grant date, in order to promote retention of such officers, and had a value at inception of approximately $1,000,000. Annual Service-Based RSU Awards. Pursuant to the terms of their employment agreements, on February 22, 2023, Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy were granted 72,915, 18,231, 9,117 and 3,648 service-based RSUs having a value of approximately $1 million, $250,000, $125,000 and $50,000, respectively, which grants will generally vest in substantially equal installments on each of the first three anniversaries of the grant date. 2023 Performance-Based RSU Awards. Pursuant to the terms of their employment agreements, on March 1, 2023, Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy were also granted 147,373, 36,843, 18,422 and 7,369 performance-based RSUs having “target” values of approximately $2 million, $500,000, $250,000 and $100,000, respectively, subject to a three-year

  47. Overview of 2023 Equity Grants and Performance-Based Equity Results

    | SITE Centers Corp. • 2024 Proxy Statement | 29 |

  48. Overview of 2023 Equity Grants and Performance-Based Equity Results

    performance period beginning on March 1, 2023 and ending February 28, 2026. These performance-based RSUs (or “PRSUs”) become payable to the executives in common shares after the end of the performance period, if at all, based on the percentile rank of the Company’s TSR measured over the performance period as compared to the TSR of a defined group of peer companies, subject generally to the executives’ continued employment with us, and in general can be earned from 0% to 200% of target levels. Settlement of 2020 CEO and CFO Performance-Based RSU Awards. On March 1, 2020, 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 28, 2023 and target values (excluding accrued dividends) of approximately $3 million and $225,000, respectively. As further described below, based on the Company’s relative TSR during the three-year period ended February 28, 2023, these awards paid out at the maximum level in March 2023, and Messrs. Lukes and Fennerty received 520,520 common shares and 39,039 common shares (which included payment for accrued dividends), respectively, having a market value of approximately $6,959,357 and $521,957, respectively, based on the closing price of the Company’s common shares on February 28, 2023. Mr. Cattonar and Ms. Vesy did not participate in similar awards during this performance period under their employment agreements. Ms. Vesy resigned from the Company on March 8, 2024. For more information about the impact of this resignation on Ms. Vesy’s compensation, including the various equity awards described throughout the compensation-related sections of this Proxy Statement, please see our disclosure below under “Executive Compensation Tables and Related Disclosure – Potential Payments Upon Termination or Change in Control.”

  49. Compensation Philosophy and Objectives

    | • | attract, retain and motivate executives who are capable of advancing our strategy and ultimately maintain and grow our long-term equity value; |

  50. Compensation Philosophy and Objectives

    | • | retain and align the management team’s long-term interests with our shareholders’ through long-term service-based and performance-based equity participation and ownership; and |

  51. Structure and Principal Elements of Our Executive Compensation Program

    | * Includes the annualized grant date fair value of the service-based RSUs awarded in connection with the execution of Mr. Lukes’ September 2020 employment agreement and the value of service-based RSUs to be granted to Mr. Lukes annually during the term of his employment agreement. |

  52. Structure and Principal Elements of Our Executive Compensation Program

    | ** Annual incentive is shown at the target level. The annual incentive payout ranges from $0 (below threshold) to $2,250,000 (maximum). Mr. Lukes can elect to receive the value of his annual incentive award in RSUs at a 20% increase. |

  53. Structure and Principal Elements of Our Executive Compensation Program

    | • | Approximately 62% of total target compensation for Mr. Lukes across the four-year employment period was designed to be comprised of long-term equity versus 38% in cash; and |

  54. New Employment Agreements with Certain Named Executive Officers

    New Employment Agreements with Certain Named Executive Officers In September 2023, the Committee worked closely with Gressle & McGinley, the Committee’s compensation consultant, and Mr. Lukes to negotiate new employment agreements with Messrs. Fennerty and Cattonar in order to replace their prior agreements that were scheduled to expire in February 2024 and May 2024, respectively. The new employment agreements were designed to provide these executives with competitive compensation terms in order to promote their retention, better align their interests with shareholders and incentivize them to execute the Company’s new strategy, including the planned spin-off of Curbline Properties. The design and elements of the new compensation arrangements with these executives were generally structured to be consistent with the compensation design and elements in Mr. Lukes’ September 2020 employment agreement. In the case of both officers, the Committee evaluated compensation data provided by Gressle & McGinley with respect to comparable positions at other REITs deemed comparable to our Company (for Mr. Fennerty, 12 retail REITs having total enterprise values at that time between $1.9 billion and $20.9 billion, and for Mr. Cattonar, 15 REITs having total enterprise

  55. New Employment Agreements with Certain Named Executive Officers

    | SITE Centers Corp. • 2024 Proxy Statement | 31 |

  56. New Employment Agreements with Certain Named Executive Officers

    values at that time between $2.7 billion and $11.9 billion (compared to the Company’s enterprise value at that time of approximately $4.9 billion)). The Committee then determined annual target cash, equity and total compensation levels for each officer based on the comparative compensation data and the Committee’s evaluation of the officer’s level of experience, responsibilities within the Company and expected contribution to the execution of the Company’s new strategy. The Committee also took into consideration the executives’ location in New York City. The Committee set Mr. Fennerty’s annual target cash, equity and total compensation levels at $1,200,000, $1,050,000 and $2,250,000, representing the 91st, 37th and 55th percentiles, respectively, of the comparator group. The Committee set Mr. Cattonar’s annual target cash, equity and total compensation levels at $1,000,000, $950,000 and $1,950,000, representing the 50th, 14th and 24th percentiles, respectively, of the comparator group. The new employment agreements did not increase the base salary or target level of annual cash incentive pay for Messrs. Fennerty or Cattonar from the levels set for them by the Committee in January 2023 ($600,000 and $600,000, respectively, for Mr. Fennerty and $500,000 and $500,000, respectively, for Mr. Cattonar). However, the new employment agreements did increase the levels of service-based and performance-based equity compensation to be granted to Messrs. Fennerty and Cattonar in order to incentivize their performance and to align their interests with those of shareholders with respect to the creation of value through the execution of the Company’s convenience real estate-focused strategy. The Committee awarded $1,000,000 of service-based RSUs to each of Messrs. Fennerty and Cattonar upon the execution of their new employment agreements, vesting over five years (10% on each of the first four anniversaries and 60% on the fifth anniversary), to help promote retention, and provided an expectation of annual service-based and performance-based RSU grants ($250,000 and $600,000, respectively, for Mr. Fennerty, and $150,000 and $600,000, respectively, for Mr. Cattonar). More information concerning the terms of our employment agreements with our named executive officers is provided under the section entitled “Employment Agreements” in the “Executive Compensation Tables and Related Disclosure” section of this Proxy Statement.

  57. New Employment Agreements with Certain Named Executive Officers

    | 32 | SITE Centers Corp. • 2024 Proxy Statement |

  58. What We Do

    | | We tie pay to performance by making a significant portion of compensation “at risk”. | | | Annual incentive pay is typically based on one or more performance metrics, which are established at the beginning of each year, and individual performance. | | | A significant portion of the value of long-term performance incentives depends on relative shareholder return. | | | We have stock ownership guidelines for our Directors and our named executive officers. | | | We engage an independent compensation consultant to advise the Committee, which is comprised solely of independent Directors. |

  59. What We Don’t Do

    | | We do not guarantee minimum incentive bonus awards. | | | We do not encourage excessive risk taking as we use different performance metrics for our annual and long-term incentive compensation programs. | | | We do not pay dividend equivalents on unearned equity awards subject to performance-based vesting. | | | We do not allow Directors or officers to hedge or pledge company securities. | | | We do not allow for repricing of stock options without shareholder approval. | | | We do not include excise tax gross-up provisions in our executive compensation arrangements. | | | We do not offer excessive perquisites or special health and welfare plans to executives. |

  60. Role of the Compensation Consultant in Executive Compensation

    Role of the Compensation Consultant in Executive Compensation For 2023, the Committee continued its retention of 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 has assessed the independence of Gressle & McGinley, as required under NYSE listing rules. The Committee has 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.

  61. Role of the Compensation Consultant in Executive Compensation

    | SITE Centers Corp. • 2024 Proxy Statement | 33 |

  62. Role of the Compensation Consultant in Executive Compensation

    Among other matters, in 2023, Gressle & McGinley assisted the Committee with its:

  63. Role of the Compensation Consultant in Executive Compensation

    | • | Analysis of peer company compensation in order to design and negotiate new employment agreements with Messrs. Fennerty and Cattonar; |

  64. Role of the Compensation Consultant in Executive Compensation

    | • | Design of our 2023 annual executive incentive compensation program and the year-end performance review of our named executive officers; |

  65. Role of the Compensation Consultant in Executive Compensation

    | • | Design of the structure and performance metrics applicable to the annual PRSUs awarded to the named executive officers in accordance with the terms of their employment agreements and the settlement of maturing PRSU awards; |

  66. Role of the Compensation Consultant in Executive Compensation

    | • | Evaluation of the potential outcome of applicable Say-on-Pay votes; |

  67. Role of the Compensation Consultant in Executive Compensation

    | • | Evaluation of the Company’s Director compensation program; and |

  68. Role of the Compensation Consultant in Executive Compensation

    | • | Analysis of 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. |

  69. Annual Incentive Compensation Design

    Annual Incentive Compensation Design The employment agreements with our named executive officers specify threshold, target and maximum annual incentive amounts as a percentage of year-end base salary. Our named executive officers are not guaranteed an annual incentive payment and each named executive officer’s annual incentive payment can be as low as zero or as high as the maximum amount set forth in his or her agreement based on the degree of achievement of corporate and individual performance measures established by the Committee in the beginning of each year. Expressed in dollar values, the minimum, threshold, target and maximum annual incentive award payable to each of our named executive officers for 2023 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:

  70. Annual Incentive Compensation Design

    | NAMED EXECUTIVE OFFICER | DOLLAR VALUE OF | | | | MAXIMUM PAYOUT AS A PERCENTAGE OF BASE SALARY | | | MINIMUM PAYOUT | THRESHOLD PAYOUT | TARGET PAYOUT | MAXIMUM PAYOUT | | | David R. Lukes | $0 | $675,000 | $1,350,000 | $2,250,000 | 250% | | Conor M. Fennerty | $0 | $300,000 | $600,000 | $900,000 | 150% | | John M. Cattonar | $0 | $250,000 | $500,000 | $750,000 | 150% | | Christa A. Vesy | $0 | $170,000 | $340,000 | $510,000 | 120% |

  71. Annual Incentive Compensation Design

    The 2023 annual incentive compensation program for our named executive officers was established by the Committee in March 2023 and used a combination of a company-wide quantitative performance metric as well as qualitative objectives. In each case, the Committee believed that the performance measures were appropriate because their achievement was expected to contribute to our long-term success and the creation of value for our shareholders. The quantitative metric, namely Operating FFO, was designed to comprise 50% of the program’s overall assessment of each named executive officer’s performance for 2023. The remaining 50% of the annual incentive compensation program involved a qualitative assessment of each named executive officer’s performance, with consideration given to the achievement of pre-identified goals for which each executive was individually responsible. The quantitative component of our 2023 executive incentive compensation program differed from the approach utilized in recent years’ executive incentive compensation programs (in which 30% of the annual incentive award was determined by reference to Operating FFO performance, 30% was determined by reference to Adjusted EBITDA performance and 40% was determined based on the Committee’s qualitative assessment of performance). In early 2023, the Committee and management recognized that the Company would likely seek to dispose a significant number of its properties during the year in pursuit of a strategy focused on unanchored convenience real estate and that the impact of those sales on the Company’s revenues would make it difficult to adopt performance targets with respect to Adjusted EBITDA. In light of these strategic changes and their uncertain impact on quantitative 2023 results, and to help avoid a misalignment of the named executive officers’ compensation interests with intended Company strategy, the Committee felt that it was appropriate to increase the weighting of the program’s qualitative assessment of performance from 40% to 50% in order to provide the Committee with sufficient control and flexibility to award levels of incentive pay commensurate with the executives’ actual performance in 2023.

  72. Annual Incentive Compensation Design

    | SITE Centers Corp. • 2024 Proxy Statement | 35 |

  73. Annual Incentive Compensation Design

    The following charts identify the design of our 2023 annual incentive compensation program, including the performance measures applicable to our named executive officers, the range of performance in 2023 for which points were awarded in our scoring system and the weighting of each of the performance measures to the overall score. Within the performance range applicable to the quantitative metric, the program awarded from one to five points based on the Company’s level of actual performance relative to break-points within the stated performance range on a formulaic, nondiscretionary basis. No points were to be earned on account of the quantitative measure to the extent actual performance was below the bottom end of the identified performance range. In the case of each individualized performance measure, the applicable executive received from zero to five points based on the Committee’s subjective assessment of performance. After points were awarded for each performance measure, each named executive officer was given an overall score based on the weighting of each measure as indicated below. An overall score of one point corresponded to a “threshold” incentive payout, a score of three points corresponded to a “target” incentive payout and a score of five points corresponded to a “maximum” incentive payout, in each case as indicated in the applicable executive’s employment agreement (with straight line interpolation applicable to scores between those break-points).

  74. Annual Incentive Compensation Design

    | MR. LUKES’ PERFORMANCE MEASURES | PERFORMANCE RANGE | MEASUREMENT WEIGHTING | | Operating FFO per share(1) | $1.10 to $1.16 | 50% | | Committee’s Evaluation (G&A expense management, ESG, Transactions, etc.) | 0 to 5 | 50% |

  75. Annual Incentive Compensation Design

    | MR. FENNERTY’S PERFORMANCE MEASURES | PERFORMANCE RANGE | MEASUREMENT WEIGHTING | | Operating FFO per share | $1.10 to $1.16 | 50% | | Committee’s Evaluation (G&A expense management, ESG, investor relations, etc.) | 0 to 5 | 50% |

  76. Annual Incentive Compensation Design

    | MR. CATTONAR’S PERFORMANCE MEASURES | PERFORMANCE RANGE | MEASUREMENT WEIGHTING | | Operating FFO per share | $1.10 to $1.16 | 50% | | Committee’s Evaluation (Acquisitions and Dispositions, etc.) | 0 to 5 | 50% |

  77. Annual Incentive Compensation Design

    | MS. VESY’S PERFORMANCE MEASURES | PERFORMANCE RANGE | MEASUREMENT WEIGHTING | | Operating FFO per share | $1.10 to $1.16 | 50% | | Committee’s Evaluation (Financial reporting, G&A expense management, etc.) | 0 to 5 | 50% |

  78. Annual Incentive Compensation Design

    | (1) FFO is a supplemental non-GAAP financial measure used as a standard in the real estate industry and is a widely accepted measure of REIT performance. FFO is generally defined and calculated by the Company as net income (loss) (computed in accordance with GAAP), adjusted to exclude: (a) preferred share dividends, (b) gains and losses from disposition of real estate property and related investments, which are presented net of taxes, (c) impairment charges on real estate property and related investments, and (d) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles, equity income (loss) from joint ventures and equity income (loss) from non-controlling interests and adding the Company’s proportionate share of FFO from its unconsolidated joint ventures and non-controlling interests, determined on a consistent basis. The Company’s calculation of FFO is consistent with the definition of FFO provided by NAREIT. The Company calculates Operating FFO by excluding certain non-operating charges, income and gains in order to allow investors to analyze the results of its operations and assess performance of the core operating real estate portfolio. The Company believes that Operating FFO provides additional indicators of the financial performance of a REIT. The Company also believes that Operating FFO more appropriately measures the core operations of the Company and provides benchmarks to its peer group. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. Other real estate companies may calculate Operating FFO in a different manner. For the limited purpose of determining 2023 executive incentive compensation, the Committee maintained discretion to make equitable adjustments to Operating FFO results based on the level and timing of tenant bankruptcies, acquisitions, dispositions, captive joint ventures and casualty events relative to management’s budgeted estimates for those items (but no such adjustments were ultimately made by the Committee). Within the performance range, the target level of Operating FFO per share was $1.13. |

  79. Annual Incentive Compensation Design

    | 36 | SITE Centers Corp. • 2024 Proxy Statement |

  80. Annual Incentive Compensation Decisions

    Annual Incentive Compensation Decisions With respect to the 2023 incentive compensation program’s quantitative metric, which comprised 50% of each named executive officer’s overall assessment of 2023 performance, the Company achieved 2023 Operating FFO of $1.18 per share (as compared to the performance range of $1.10 to $1.16 per share). With respect to the qualitative components of the 2023 annual incentive compensation program, the Committee recognized the named executive officers’ collective contributions to 2023 operating results and also considered the following individual achievements in determining each executive’s score with respect to their individual objectives:

  81. Annual Incentive Compensation Decisions

    | • | For Mr. Lukes: leadership in formulating a strategy to create shareholder value through the planned spin-off of the Company’s convenience properties into the first publicly-traded REIT focused on that subsector; leadership in consummating an elevated level of property dispositions at favorable pricing in order to launch the announcement of the Company’s convenience spin-off strategy; achieving a portfolio “high-water” leased rate of 95.9% at March 31, 2023; and reduction of the Company’s general and administrative expense levels in order to better align its cost structure with the size and needs of the organization. |

  82. Annual Incentive Compensation Decisions

    | • | For Mr. Fennerty: effective and transparent investor communication strategy with respect to the announcement of the Company’s convenience spin-off strategy which contributed to the relative outperformance of the Company’s common stock price subsequent to the announcement; analyzing and formulating optimal capital structures for the Company and Curbline Properties following consummation of the spin-off, including obtaining a lender commitment to provide a $1.1 billion mortgage facility with loan proceeds to be used to repay all of the Company’s unsecured indebtedness prior to the spin-off date; closing a $380.6 million ($76.1 million at the Company’s share) refinancing of the mortgage loan supporting the Company’s DTP joint venture and a $100 million mortgage loan secured by Nassau Park Pavilion; leadership of the Company’s ESG reporting steering committee; and continued management of lender and rating agency relationships. |

  83. Annual Incentive Compensation Decisions

    | • | For Mr. Cattonar: continued development and use of personal relationships to optimize execution with respect to the sale of 22 shopping centers in 2023 for $966.6 million ($876.9 million at the Company’s share); and building local relationships in target markets in order to source attractive acquisitions for the Company’s convenience strategy, including the acquisition of 12 shopping centers in 2023 for an aggregate price of approximately $165.1 million. |

  84. Annual Incentive Compensation Decisions

    | • | For Ms. Vesy: effectively managed financial reporting obligations for the Company; helped to achieve general and administrative expense savings through a restructuring of the accounting department and the commencement of the Company’s transition to a new enterprise resource planning software solution; and leadership in the process of preparing carve-out financial statements for the convenience properties to be included in the Curbline Properties spin-off portfolio, including convenience parcels to be separated from existing Company properties. |

  85. Annual Incentive Compensation Decisions

    Based on Operating FFO results and qualitative assessments, the Committee determined that each named executive officer had achieved the maximum overall level of performance under the 2023 incentive compensation program (in other words, 5 points in the scoring system described above) thereby entitling Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy to 2023 incentive payments of $2,250,000, $900,000, $750,000 and $510,000, respectively, which represented the maximum incentive award opportunity under their respective employment agreements. In lieu of cash, Mr. Lukes’ employment agreement entitles him to elect to receive all or a portion his annual incentive compensation in the form of RSUs subject to a ratable three-year vesting schedule and a 20% increase. In October 2023, Mr. Lukes informed the Company of his election to receive his 2023 annual incentive compensation payout entirely in the form of cash. In accordance with their employment agreements, annual incentive payments were provided to Messrs. Fennerty and Cattonar and Ms. Vesy in cash.

  86. Retention-Based and Performance-Based Equity Grants and Results

    Retention-Based and Performance-Based Equity Grants and Results Service-Based RSUs Awarded in Connection with the Execution of New Employment Agreements. Each of Messrs. Fennerty and Cattonar received an award of 74,187 service-based RSUs in September 2023 in connection with the execution of his new employment agreement. Both of these awards generally vest 10%, 10%, 10%, 10% and 60% on each of the first five anniversaries of the grant date, in order to promote retention of such officers, and had a value at inception of approximately $1,000,000. 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 employment agreements, on February 22, 2023, Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy were granted 72,915, 18,231, 9,117 and 3,648 service-based RSUs having a value of approximately $1 million, $250,000, $125,000 and $50,000, respectively, which grants will generally vest in substantially

  87. Retention-Based and Performance-Based Equity Grants and Results

    | SITE Centers Corp. • 2024 Proxy Statement | 37 |

  88. Retention-Based and Performance-Based Equity Grants and Results

    equal installments on each of the first three anniversaries of the grant date and dividend equivalents credited with respect to these RSUs will be paid in cash on a current basis. 2023 Performance-Based RSU Awards. Pursuant to the terms of their employment agreements, on March 1, 2023, Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy were granted 147,373, 36,843, 18,422 and 7,369 PRSUs, respectively, subject generally to a performance period beginning on March 1, 2023 and ending on February 28, 2026 and having “target” values of approximately $2,000,000, $500,000, $250,000 and $100,000, respectively (excluding accrued dividends). These PRSUs become payable to the executives 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):

  89. Retention-Based and Performance-Based Equity Grants and Results

    | PERFORMANCE LEVEL | RELATIVE TSR | PERCENTAGE EARNED | | Below Threshold | Below 33rd percentile | 0% | | Threshold | 33rd percentile | 50% | | Target | 55th percentile | 100% | | Maximum | 70th percentile or above | 200% |

  90. Retention-Based and Performance-Based Equity Grants and Results

    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., RPT Realty, Saul Centers Inc., Tanger Factory Outlet Centers, Urban Edge Properties and Urstadt Biddle Properties. These 13 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 are deemed reinvested in additional common shares of the Company. In accordance with the terms of the PRSU awards, Urstadt Biddle Properties and RPT Realty were eliminated from the list of peer companies when they were acquired in August 2023 and January 2024, respectively. Settlement of 2020 CEO and CFO Performance-Based RSU Award. On March 1, 2020, 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 28, 2023 and a target value (excluding accrued dividends) of approximately $3 million and $225,000, respectively. The potential payouts for these PRSUs based on relative TSR achievement utilized the same scale as described above for the 2023 PRSUs. Based on the Company’s relative TSR during the three-year period ended February 28, 2023, this award paid out at the maximum level in March 2023, and Messrs. Lukes and Fennerty received 520,520 and 39,039 common shares (which included payment for accrued dividends) having a market value of $6,959,357 and $521,957, respectively, based on the closing price of the Company’s common shares on February 28, 2023. Neither Mr. Cattonar nor Ms. Vesy participated in these PRSU awards. More information concerning the terms of the employment agreements, including the equity compensation granted to the executives thereunder, is provided in the sections of this Proxy Statement below entitled “Executive Compensation Tables and Related Disclosure—Employment Agreements”.

  91. Other Benefits and Information

    Pursuant to his employment agreement, Mr. Lukes is entitled to automobile service for business and personal use. The benefit includes all reasonable related maintenance, repairs, parking, gasoline, insurance and other reasonable costs and expenses. Pursuant to their employment agreements, Messrs. Lukes and Fennerty are 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 2023 equal to 50% of each participant’s contribution, up to 6% of the 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 Internal Revenue Code limits. 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. None of our named executive officers elected to defer any portion of their 2023 cash compensation pursuant to the Elective Deferred Compensation Plan. For more information, please refer to the 2023 Nonqualified Deferred Compensation Table below. Equity Deferred Compensation Plan. Pursuant to the Equity Deferred Compensation Plan, certain of our officers, including the named executive officers, have the right to defer the receipt of RSUs earned under any equity compensation plan. The value of a participant’s deferrals is converted into units, based on the market value of our common shares at the time of the deferral, so that each unit is equivalent in value to one common share. We have established and funded a “rabbi” trust, which holds our common shares, to satisfy our payment obligations under this plan. Common shares equal to the number of units credited to the participants’ accounts under this plan are placed in the rabbi trust. In the event of our insolvency, the assets of the rabbi trust are available to general creditors. Settlement of units is generally made in our common shares at a date determined by the participant at the time a deferral election is made. None of our named executive officers elected to defer 2023 service-based RSUs pursuant to the Equity Deferred Compensation Plan. In preparation for the spin-off of Curbline Properties, the Company currently contemplates that the Equity Deferred Compensation Plan will be terminated, with remaining account balances paid out to participants.

  92. Compensation-Related Risk Analysis

    Compensation-Related Risk Analysis The Committee has overall responsibility for overseeing the risks relating to compensation policies and practices affecting senior management. The Committee uses its consultant, Gressle & McGinley, to independently consider and analyze the extent, if any, to which our compensation policies and practices might create risks for the Company, and this review also focuses on variable and incentive compensation elements, as well as policies and practices that could mitigate or balance any such incentives. After conducting this review, including most recently in early 2024, the Committee has determined that none of our compensation policies and practices create any risks that are reasonably likely to have a material adverse effect on the Company. In making this determination, the Committee considered that a significant portion of total executive compensation in recent years has been comprised of service-based RSUs that vest over several years and long-term PRSUs whose vesting is based on relative shareholder return over a multi-year period. The Committee believes that these equity award structures and the corresponding vesting conditions encourage actions and behaviors that increase long-term shareholder value rather than short-term risk taking. In addition, annual incentive compensation awarded to our executive officers is subject to a cap and is based on a combination of quantitative and qualitative performance metrics, thereby reducing the likelihood that our executives are overly focused on any single metric that might encourage risky behavior.

  93. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  94. 2023 Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(1)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | David R. Lukes | 2023 | 900,000 | — | 3,550,043 | 2,250,000 | 40,607 | 6,740,650 | | Chief Executive Officer | 2022 | 900,000 | — | 3,606,484 | 2,250,000 | 43,001 | 6,799,485 | | and President | 2021 | 900,000 | — | 3,717,683 | 2,250,000 | 42,536 | 6,910,219 | | Conor M. Fennerty | 2023 | 575,000 | — | 1,902,419 | 900,000 | 18,930 | 3,396,349 | | Executive Vice President, Chief | 2022 | 450,000 | — | 901,655 | 675,000 | 11,178 | 2,037,833 | | Financial Officer and Treasurer | 2021 | 443,559 | — | 1,330,480 | 675,000 | 13,148 | 2,462,187 | | John M. Cattonar | 2023 | 475,000 | — | 1,458,668 | 750,000 | 12,399 | 2,696,067 | | Executive Vice President and | 2022 | 350,000 | — | 450,828 | 525,000 | 11,649 | 1,337,477 | | Chief Investment Officer | 2021 | 337,500 | — | 338,285 | 525,000 | 10,999 | 1,211,784 | | Christa A. Vesy | 2023 | 425,000 | — | 177,532 | 510,000 | 12,744 | 1,125,276 | | Former Executive Vice President and | 2022 | 425,000 | — | 180,349 | 510,000 | 11,994 | 1,127,343 | | Chief Accounting Officer | 2021 | 393,645 | — | 287,371 | 510,000 | 11,344 | 1,202,360 |

  95. 2023 Summary Compensation Table

    | (1) The amounts reported in columns (c) and (f) for 2023 include amounts deferred into our 401(k) plan (a qualified plan) by Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy for the year ended December 31, 2023 as follows: Mr. Lukes, $30,000; Mr. Fennerty, $22,500; Mr. Cattonar, $22,500; and Ms. Vesy, $30,000. |

  96. 2023 Summary Compensation Table

    | (2) The amounts reported in column (e) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of all stock awards granted during the reported years. Assumptions used in the calculation of these amounts for 2023 are included in footnote 13 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts reported in this column for 2023 include: |

  97. 2023 Summary Compensation Table

    | • | for each of Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy, $2,591,211, $647,803, $323,901 and $129,591, respectively, relating to the grant date fair value of PRSUs granted in March 2023 in accordance with their employment agreements. The grant date fair value associated with the PRSU awards was computed in accordance with FASB ASC Topic 718 and is based on the probable outcome of the performance conditions, although the ultimate value of the awards could be as low as zero. Assuming achievement of maximum performance, the value as of the grant date of these PRSU awards made to Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy would be $5,182,422, $1,295,606, $647,802 and $259,122, respectively. See “Compensation Discussion and Analysis—2023 Compensation Program—Retention-Based and Performance-Based Equity Grants and Results” for more information; |

  98. 2023 Summary Compensation Table

    | • | for each of Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy, $958,832, $239,738, $119,889 and $47,971, respectively, relating to the grant date fair value of annual service-based RSUs granted in accordance with their employment agreements; and |

  99. 2023 Summary Compensation Table

    | • | for each of Messrs. Fennerty and Cattonar, $1,014,878 relating to the grant date fair value of service-based awards granted upon execution of their September 2023 employment agreements. |

  100. 2023 Summary Compensation Table

    | (3) The amounts reported in column (f) for 2023 reflect cash amounts earned by Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy as annual cash performance-based incentive compensation for 2023. For more information about the award reported in this column for 2023, see “Compensation Discussion and Analysis—2023 Compensation Program—Annual Incentive Compensation Decisions” above. |

  101. 2023 Summary Compensation Table

    | (4) The amounts shown in column (g) for the named executive officers for 2023 include: |

  102. 2023 Summary Compensation Table

    | • | for Mr. Lukes, automobile service, reimbursement of personal disability/life insurance premiums of $25,000, matching contributions to the 401(k) plan and matching contribution to the medical HSA Plan; |

  103. 2023 Summary Compensation Table

    | • | for Mr. Fennerty, reimbursement of personal disability/life insurance premiums and matching contributions to the 401(k) plan; and |

  104. 2023 Summary Compensation Table

    | • | for Mr. Cattonar and Ms. Vesy, matching contributions to the 401(k) plan and disability insurance premiums. |

  105. 2023 Summary Compensation Table

    | None of the amounts reported for the named executive officers for 2023 in column (g), if not a perquisite or personal benefit, exceeds $10,000 or, if a perquisite or personal benefit, exceeds the greater of $25,000 or 10% of the total amount of perquisites and personal benefits, except as disclosed in this footnote. |

  106. 2023 Summary Compensation Table

    | SITE Centers Corp. • 2024 Proxy Statement | 41 |

  107. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table

  108. 2023 Grants of Plan-Based Awards Table

    | NAME | GRANT DATE | COMMITTEE ACTION DATE | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($)(4) | | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | David R. Lukes | 2/22/22 | 1/24/23 | — | — | — | — | — | — | 72,915 | 958,832 | | | 3/1/23 | 1/24/23 | — | — | — | 73,687 | 147,373 | 294,746 | — | 2,591,211 | | | 3/9/23 | 3/9/23 | 33,750 | 1,350,000 | 2,250,000 | — | — | — | — | — | | Conor M. Fennerty | 2/22/23 | 1/24/23 | — | — | — | — | — | — | 18,231 | 239,738 | | | 3/1/23 | 1/24/23 | — | — | — | 18,422 | 36,843 | 73,686 | — | 647,803 | | | 3/9/23 | 3/9/23 | 30,000 | 600,000 | 900,000 | — | — | — | — | — | | | 9/15/23 | 9/13/23 | — | — | — | — | — | — | 74,187 | 1,014,878 | | John M. Cattonar | 2/22/22 | 1/24/23 | — | — | — | — | — | — | 9,117 | 119,889 | | | 3/1/23 | 1/24/23 | — | — | — | 9,211 | 18,422 | 36,844 | — | 323,901 | | | 3/9/23 | 3/9/23 | 25,000 | 500,000 | 750,000 | — | — | — | — | — | | | 9/15/23 | 9/13/23 | — | — | — | — | — | — | 74,187 | 1,014,878 | | Christa A. Vesy | 2/22/23 | 1/24/23 | — | — | — | — | — | — | 3,648 | 47,971 | | | 3/1/23 | 1/24/23 | — | — | — | 3,685 | 7,369 | 14,738 | — | 129,561 | | | 3/9/23 | 3/9/23 | 17,000 | 340,000 | 510,000 | — | — | — | — | — |

  109. 2023 Grants of Plan-Based Awards Table

    | (1) Amounts in these columns reflect the annual cash performance-based incentive compensation opportunity established for the named executive officers in March 2023 pursuant to their employment agreements with the Company, although the ultimate value of each executive’s annual cash performance-based incentive payout could be zero. For purposes of this table, “Threshold” represents the lowest possible amount that could be earned by the executive if he or she received anything – in other words, a payout corresponding to a score of one point on the lowest weighted 2023 annual incentive performance metric and a score of zero points on all other performance metrics. The amount actually earned by the named executive officers, as determined by the Committee in January 2024, is included in the “Non-Equity Incentive Plan Compensation” column (column (f)) of the 2023 Summary Compensation Table above. See “Compensation Discussion and Analysis—2023 Compensation Program—Annual Incentive Compensation Decisions” above for additional information about the annual cash performance-based incentive compensation awards. |

  110. 2023 Grants of Plan-Based Awards Table

    | (2) Amounts in this column represent PRSU awards granted to the named executive officers in March 2023 pursuant to their respective employment agreements with the Company pursuant to which a certain number of common shares may be issued at the end of the three-year performance period based on the relative return of our common shares during the performance period. The number of shares represents the threshold, target and maximum number of shares eligible to be issued at the conclusion of the performance period (excluding accrued dividends), although the ultimate value of the performance-based RSU awards could be zero. For more information about these awards, see “Compensation Discussion and Analysis—2023 Compensation Program—Retention-Based and Performance-Based Equity Grants and Results” above. |

  111. 2023 Grants of Plan-Based Awards Table

    | (3) The amounts disclosed in the first completed row of this column reflect annual grants of service-based RSUs made to the named executive officers pursuant to the terms of their respective employment agreements which generally vest in substantially equal installments on each of the first three anniversaries of the grant date. The amounts disclosed in the second completed row of this column for Messrs. Fennerty and Cattonar represent service-based RSUs granted in connection with the execution of their September 2023 employment agreements which generally vest 10%, 10%, 10%, 10% and 60% on each of the first five anniversaries of the grant date. For more information about these awards, see “Compensation Discussion and Analysis—2023 Compensation Program—Retention-Based and Performance-Based Equity Grants and Results”. |

  112. 2023 Grants of Plan-Based Awards Table

    | (4) Amounts in this column relating to equity awards are computed in accordance with FASB ASC Topic 718. Amounts shown in the first row of this column for all executive officers, and in the fourth row for Messrs. Fennerty and Cattonar, are calculated using the closing price of our common shares on the grant date of the applicable service-based RSU awards. Amounts shown in the second row of this column for all executive officers represent the fair value of the PRSU awards granted in March 2023 pursuant to the terms of their employment agreements, which values are presented based on the probable outcome of the awards. |

  113. 2023 Grants of Plan-Based Awards Table

    Grants made in 2023 are described more fully in the “Compensation Discussion and Analysis” and “Employment Agreements” sections of this Proxy Statement. More information concerning the terms of the named executive officers’ employment agreements is provided under the section entitled “Employment Agreements” of this Proxy Statement. More information concerning the amount of salary and incentive compensation in proportion to total compensation for Mr. Lukes is provided under the section of this Proxy Statement entitled “Compensation Discussion and Analysis—Compensation Program Design”.

  114. 2023 Grants of Plan-Based Awards Table

    | 42 | SITE Centers Corp. • 2024 Proxy Statement |

  115. Outstanding Equity Awards at 2023 Fiscal Year-End Table(1)

    Outstanding Equity Awards at 2023 Fiscal Year-End Table(1)

  116. Outstanding Equity Awards at 2023 Fiscal Year-End Table(1)

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(2) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(4) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(3)(4) | | David R. Lukes | various | — | — | — | — | 447,713 | 6,102,328 | — | — | | | 3/1/2021 | — | — | — | — | — | — | 173,443 | 2,364,034 | | | 3/1/2022 | — | — | — | — | — | — | 140,484 | 1,914,790 | | | 3/1/2023 | — | — | — | — | — | — | 154,725 | 2,108,908 | | Conor M. Fennerty | various | — | — | — | — | 127,155 | 1,733,123 | — | — | | | 3/1/2021 | — | — | — | — | — | — | 43,361 | 591,008 | | | 3/1/2022 | — | — | — | — | — | — | 35,121 | 478,698 | | | 3/1/2023 | — | — | — | — | — | — | 38,681 | 527,223 | | John M. Cattonar | various | — | — | — | — | 97,371 | 1,327,167 | — | — | | | 3/1/2022 | — | — | — | — | — | — | 17,561 | 239,356 | | | 3/1/2023 | — | — | — | — | — | — | 19,341 | 263,619 | | Christa A. Vesy(5) | 2/22/2014 | 12,773 | — | 26.83 | 2/22/2024 | — | — | — | — | | | 2/22/2015 | 9,830 | — | 31.11 | 2/22/2025 | — | — | — | — | | | 2/23/2016 | 9,075 | — | 26.60 | 2/23/2026 | — | — | — | — | | | various | — | — | — | — | 16,053 | 218,802 | — | — | | | 3/1/2022 | — | — | — | — | — | — | 7,024 | 95,743 | | | 3/1/2023 | — | — | — | — | — | — | 7,737 | 105,450 |

  117. Outstanding Equity Awards at 2023 Fiscal Year-End Table(1)

    | (1) Except as otherwise indicated, the information in the Outstanding Equity Awards at 2023 Fiscal Year-End Table is provided as of December 31, 2023. |

  118. Outstanding Equity Awards at 2023 Fiscal Year-End Table(1)

    | (2) The amounts in this column with respect to the following named executive officers reflect service-based RSUs that generally vest or vested as follows (except that, in connection with her March 8, 2024 resignation, Ms. Vesy forfeited her remaining, then-unvested RSUs): |

  119. Outstanding Equity Awards at 2023 Fiscal Year-End Table(1)

    | MR. LUKES (#) | MR. FENNERTY (#) | MR. CATTONAR (#) | MS. VESY (#) | VESTING DATES | | 71,457 | 23,781 | 1,148 | 3,392 | February 22, 2024 | | 43,818 | 10,956 | 5,478 | 2,192 | February 22, 2024 and 2025 | | 72,915 | 18,231 | 9,117 | 3,648 | February 22, 2024, 2025 and 2026 | | — | — | 7,441 | — | May 11, 2024 | | 259,523 | — | — | 6,821 | September 11, 2024 | | — | 29,676 | 29,676 | — | September 15, 2024, 2025, 2026, 2027 | | — | 44,511 | 44,511 | — | September 15, 2028 | | 447,713 | 127,155 | 97,371 | 16,053 | Total |

  120. Outstanding Equity Awards at 2023 Fiscal Year-End Table(1)

    | (3) These amounts were calculated based upon the closing price of our common shares on December 29, 2023, the last trading day of the year, of $13.63. |

  121. Outstanding Equity Awards at 2023 Fiscal Year-End Table(1)

    | (4) For Messrs. Lukes and Fennerty, represents the “target” number of shares that could be earned under outstanding PRSUs for the performance period beginning on March 1, 2021 and ending on February 28, 2024 (the second row), the performance period beginning on March 1, 2022 and ending on February 29, 2025 (the third row) and the performance period beginning on March 1, 2023 and ending on February 28, 2026 (the fourth row). For Mr. Cattonar and Ms. Vesy, represents the “target” number of shares that could be earned under outstanding PRSUs for the performance period beginning on March 1, 2022 and ending on February 28, 2025 (the second row for Mr. Cattonar and the fifth row for Ms. Vesy) and the performance period beginning on March 1, 2023 and ending on February 28, 2026 (the third row for Mr. Cattonar and the sixth row for Ms. Vesy). Consistent with the terms of these PRSUs, the payout values include dividend equivalents accrued under the PRSU awards from the date of grant through December 31, 2023. These awards are described more fully in “Compensation Discussion and Analysis—2023 Compensation Program—Retention-Based and Performance-Based Equity Grants and Results” above. Ms. Vesy’s then-unvested PRSUs were forfeited due to her March 8, 2024 resignation. |

  122. Outstanding Equity Awards at 2023 Fiscal Year-End Table(1)

    | (5) Ms. Vesy’s then-unexercised and outstanding stock options remain exercisable for up to 90 days (or three months, as applicable) following her recent resignation. |

  123. Outstanding Equity Awards at 2023 Fiscal Year-End Table(1)

    | SITE Centers Corp. • 2024 Proxy Statement | 43 |

  124. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table

  125. 2023 Option Exercises and Stock Vested Table

    | NAME | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | David R. Lukes | — | — | 661,560 | 8,838,819 | | Conor M. Fennerty | — | — | 67,781 | 899,909 | | John M. Cattonar | — | — | 13,392 | 166,040 | | Christa A. Vesy | — | — | 17,539 | 234,148 |

  126. 2023 Option Exercises and Stock Vested Table

    | (1) Shares acquired on vesting are valued at the closing price of our common shares on the date prior to vesting. The amounts in this column for Messrs. Lukes and Fennerty include shares earned under PRSUs having performance periods ending on February 28, 2023. For more information on these PRSU awards, see “Compensation Discussion and Analysis—2023 Compensation Program—Retention-Based and Performance-Based Equity Grants and Results” above. |

  127. 2023 Nonqualified Deferred Compensation Table(1)

    2023 Nonqualified Deferred Compensation Table(1)

  128. 2023 Nonqualified Deferred Compensation Table(1)

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) | AGGREGATE EARNINGS IN LAST FY ($)(2) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FYE ($)(3) | | Elective Deferred Compensation Plan: | | | | | | | David R. Lukes | — | — | 7,761 | — | 108,448 | | Conor M. Fennerty | — | — | — | — | — | | John M. Cattonar | — | — | — | — | — | | Christa A. Vesy | — | — | 8,538 | — | 44,568 |

  129. 2023 Nonqualified Deferred Compensation Table(1)

    | (1) Our nonqualified deferred compensation plans are described more fully in “Compensation Discussion and Analysis — 2023 Compensation Program — Other Benefits and Information” above. |

  130. 2023 Nonqualified Deferred Compensation Table(1)

    | (2) This amount is not reported in the 2023 Summary Compensation Table. |

  131. 2023 Nonqualified Deferred Compensation Table(1)

    | (3) Of the amount reported in this column, $39,725 for Mr. Lukes and $19,998 for Ms. Vesy was previously reported as compensation in Summary Compensation Tables included in prior years’ proxy statements. |

  132. 2023 Nonqualified Deferred Compensation Table(1)

    | 44 | SITE Centers Corp. • 2024 Proxy Statement |

  133. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have entered into certain agreements and we maintain certain plans and policies that will require us to provide certain compensation and other benefits to our continuing named executive officers in the event of a termination of employment or a change in control of the Company. We were also a party to these arrangements with Ms. Vesy during her employment. Based on a hypothetical termination and/or change in control occurring on December 29, 2023, the following tables describe the potential payments upon such termination or change in control owing to each named executive officer then serving at the end of the year under his/her employment agreement and other arrangements in effect on December 29, 2023. The terms and conditions of the named executive officers’ employment agreements, and any applicable Company policies and compensation arrangements, will govern any potential payments for actual terminations or a change in control occurring after December 29, 2023. Ms. Vesy resigned from the Company (constituting a voluntary termination) on March 8, 2024.

  134. Potential Payments Upon Termination or Change in Control

    | EVENT | DAVID R. LUKES ($) | CONOR M. FENNERTY ($) | JOHN M. CATTONAR ($) | CHRISTA A. VESY ($) | | Retirement or other Voluntary Termination (without Good Reason) | | | | | | Accrued Vacation(1) | 34,615 | 23,077 | 19,231 | 16,346 | | Total | 34,615 | 23,077 | 19,231 | 16,346 | | Involuntary Not for Cause or Good Reason Termination | | | | | | Cash Severance(2) | 5,700,000 | 1,725,000 | 1,387,500 | 1,290,000 | | Unvested Restricted Stock Units | 6,102,328 | 1,733,123 | 1,327,167 | 218,802 | | Unvested Performance-Based Equity Awards(3) | 6,387,732 | 1,596,929 | 502,975 | 201,193 | | COBRA Payment(4) | 66,737 | 60,961 | 30,996 | 62,666 | | Accrued Vacation(1) | 34,615 | 23,077 | 19,231 | 16,346 | | Total | 18,291,412 | 5,139,090 | 3,267,869 | 1,789,007 | | For Cause Termination | | | | | | No Payments | N/A | N/A | N/A | N/A | | Total | N/A | N/A | N/A | N/A | | Involuntary or Good Reason Termination (in Connection with a Change in Control) | | | | | | Cash Severance(2) | 8,550,000 | 2,875,000 | 2,312,500 | 2,150,000 | | Unvested Restricted Stock Units | 6,102,328 | 1,733,123 | 1,327,167 | 218,802 | | Unvested Performance-Based Equity Awards(3) | 6,387,732 | 1,596,929 | 502,975 | 201,193 | | COBRA Payment(4) | 66,737 | 60,961 | 30,996 | 62,666 | | Accrued Vacation(1) | 34,615 | 23,077 | 19,231 | 16,346 | | Total | 21,141,412 | 6,289,090 | 4,192,869 | 2,649,007 |

  135. Potential Payments Upon Termination or Change in Control

    | SITE Centers Corp. • 2024 Proxy Statement | 45 |

  136. Potential Payments Upon Termination or Change in Control

    | EVENT | DAVID R. LUKES ($) | CONOR M. FENNERTY ($) | JOHN M. CATTONAR ($) | CHRISTA A. VESY ($) | | Disability | | | | | | Cash Severance(2) | 1,950,000 | 550,000 | 925,000 | 860,000 | | Unvested Restricted Stock Units | 6,102,328 | 1,733,123 | 1,327,167 | 218,802 | | Unvested Performance-Based Equity Awards(3) | 6,387,732 | 1,596,929 | 502,975 | 201,193 | | COBRA Payment(4) | 66,737 | 60,961 | 30,996 | 62,666 | | Disability Insurance Proceeds(5) | 1,145,722 | 1,961,664 | 3,020,284 | 1,947,728 | | Accrued Vacation(1) | 34,615 | 23,077 | 19,231 | 16,346 | | Total | 15,687,134 | 5,925,754 | 5,825,653 | 3,306,735 | | Death | | | | | | Cash Severance(2) | 1,950,000 | 550,000 | 925,000 | 860,000 | | Unvested Restricted Stock Units | 6,102,328 | 1,733,123 | 1,327,167 | 218,802 | | Unvested Performance-Based Equity Awards(3) | 6,387,732 | 1,596,929 | 502,975 | 201,193 | | COBRA Payment(4) | 66,737 | 60,961 | 30,996 | 62,666 | | Accrued Vacation(1) | 34,615 | 23,077 | 19,231 | 16,346 | | Total(6) | 14,541,412 | 3,964,090 | 2,805,369 | 1,359,007 |

  137. Potential Payments Upon Termination or Change in Control

    | (1) Assumes two weeks of personal time off (“PTO”) is paid pursuant to our current PTO policy. |

  138. Potential Payments Upon Termination or Change in Control

    | (2) Reported amounts calculated pursuant to the terms of the respective employment agreement, if applicable, assuming an annual incentive payout for 2023 at the “target” level (except in the case of termination in connection with a change in control), payable in a lump sum. Assumes any accrued base salary and annual incentive for 2023 have been paid, due to evaluation as of the last business day of the year. |

  139. Potential Payments Upon Termination or Change in Control

    | (3) As of December 29, 2023, relative TSR during the performance periods applicable to the three-year PRSUs issued to Messrs. Lukes and Fennerty on March 1, 2021 and to Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy on March 1, 2022 and March 1, 2023 had each exceeded their “threshold” requirements set forth in the applicable awards, and therefore, each of these awards is included in the respective reported amount for each executive assuming “target” value. These values assume no replacement awards are granted in the event of a Change of Control. |

  140. Potential Payments Upon Termination or Change in Control

    | (4) Reported amounts consist of our estimate of 18 months of monthly COBRA premiums for health, dental and vision benefits and the employer portion of the premium for other insurance provided by the Company. |

  141. Potential Payments Upon Termination or Change in Control

    | (5) Reported amounts consist of our estimate of payments for long-term disability using a present value calculation that takes into account (a) age and total payments over the benefit term assuming that the disability occurs on December 29, 2023, and (b) a discount rate based on the rate for the Treasury security with a similar term. In general, benefits are available until age 65. |

  142. Potential Payments Upon Termination or Change in Control

    | (6) Reported amounts do not include payments under personal life insurance policies arranged and obtained by the executives for which we reimburse the premium (subject to caps on reimbursement set forth in the applicable executive’s employment agreement). |

  143. Potential Payments Upon Termination or Change in Control

    In connection with Ms. Vesy’s voluntary termination by resignation on March 8, 2024, she is entitled under her employment agreement to receive payment of $16,346 for her accrued but unused PTO through such date under Company policy, but receives no further compensation or other benefits from the Company. Ms. Vesy’s then-unexercised and outstanding stock options remain exercisable for up to 90 days (or three months, as applicable) following her resignation due to their terms, and Ms. Vesy remains subject to customary non-competition and non-solicitation restrictive covenants that extend for one year following resignation and perpetual confidentiality and mutual non-disparagement restrictive covenants under her employment agreement, as described below. The Company waived the otherwise-applicable 90-day notice requirement for Ms. Vesy’s resignation.

  144. Potential Payments Upon Termination or Change in Control

    | 46 | SITE Centers Corp. • 2024 Proxy Statement |

  145. CEO Pay Ratio

    CEO Pay Ratio For 2023, the ratio of the annual total compensation of Mr. Lukes, our CEO (“CEO Compensation”), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries (other than Mr. Lukes) (“Median Annual Compensation”) was approximately 57 to 1. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. For purposes of this pay ratio disclosure, CEO Compensation was $6,767,973. CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Lukes under the “2023 Summary Compensation Table” for 2023 and also includes the Company’s contributions to group health and welfare benefits provided to Mr. Lukes. For purposes of this pay ratio disclosure, Median Annual Compensation was $119,739, and was calculated by totaling for our Median Employee all applicable elements of compensation for 2023 in accordance with Item 402(c)(2)(x) of Regulation S-K plus the Company’s contributions to group health and welfare benefits provided to the Median Employee. We refer to the employee who received the Median Annual Compensation as the “Median Employee.” Due to changes in the composition of our workforce during 2023, we identified a new Median Employee for purposes of calculating our CEO pay ratio for 2023 rather than using the Median Employee utilized to calculate our CEO pay ratio for 2022. To identify the Median Employee, we first measured compensation for the period beginning on January 1, 2023 and ending on November 30, 2023 for 223 employees, representing all full-time, part-time, seasonal and temporary employees of the Company and its consolidated subsidiaries as of December 1, 2023 (the “Determination Date”). This number does not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. This number also does not exclude any non-U.S. employees and does not exclude any employees of businesses acquired by us or combined with us. The compensation measurement was calculated by totaling, for each employee, cash compensation (except as described in the next sentence), including regular pay (wages and salary), all variants of overtime, tax gross-up earnings related to awards, dividend equivalent payments, car allowances, short-term disability payments, and all variants of bonus payments. Specifically excluded from the calculation were the value of equity and equity-based awards, equity deferred compensation, deferred equity distributions, option exercises, deferred equity dividend earnings, taxable fringe benefits for executive long-term disability, and sign-on bonuses. Further, we did not utilize any statistical sampling or cost-of-living adjustments for purposes of this pay ratio disclosure. A portion of our employee workforce (full-time and part-time) identified above worked for less than the full fiscal year due to commencing employment after January 1, 2023. In determining the Median Employee, we annualized the total compensation for such individuals (but avoided creating full-time equivalencies) based on reasonable assumptions and estimates relating to our employee compensation program.

  146. CEO Pay Ratio

    | SITE Centers Corp. • 2024 Proxy Statement | 49 |

  147. Pay Versus Performance

    Pay Versus Performance Pursuant to the SEC’s pay versus performance (“PVP”) disclosure rules, the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2023 for this Proxy Statement’s named executive officers, as well as compensation for 2022, 2021 and 2020 for our named executive officers from our 2023, 2022 and 2021 Proxy Statements, respectively (each of 2020, 2021, 2022 and 2023, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs”. The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:

  148. Pay Versus Performance

    | • | The information in columns (b) and (d) of the PVP Table comes directly from our Summary Compensation Tables for the relevant years, without adjustment; |

  149. Pay Versus Performance

    | • | As required by the SEC’s PVP rules, we label the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts may not necessarily reflect “take home pay” or the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years. Instead, the SEC’s concept of CAP reflects a combination of realized pay and realizable or accrued pay. As a result, CAP amounts are calculated in a manner different than information that we have presented elsewhere in this Proxy Statement, especially with respect to the valuation of outstanding equity awards; and |

  150. Pay Versus Performance

    | • | As required by the SEC’s PVP rules, we provide information in the PVP Table below about our cumulative absolute total shareholder return (“TSR”) results, cumulative TSR results for a peer group of companies identified in the PVP Table, and our U.S. GAAP net income results (the “External Measures”) during the Covered Years. We did not, however, actually base any compensation decisions for the PVP NEOs on, or link any PVP NEO pay to, these particular External Measures because the External Measures were not metrics used in our short-term or long-term incentive plans during the Covered Years. In particular, the index-based peer group used for purposes of this PVP Table disclosure (the FTSE NAREIT Equity Shopping Centers Index) is different from the specific group of companies against which we evaluate relative TSR performance for our named executive officers for purposes of our PRSU awards, as described above in our Compensation Discussion and Analysis. As a result, we did not necessarily design our PVP NEO compensation to move in tandem with improving, declining or steady achievement in these External Measures. |

  151. Pay Versus Performance

    Due to the use and weighting of the Operating Funds From Operations (also referred to in this Proxy Statement as “Operating FFO”) per share performance measure in our annual cash incentive compensation plan for 2023, we have determined that, pursuant to the SEC’s PVP rules, Operating Funds From Operations per share should be designated as the “Company-Selected Measure” to be included in the far right column of the PVP Table below because we believe it is the most important financial measure that demonstrates how we sought to link executive pay to performance for 2023.

  152. Pay Versus Performance Table

    Pay Versus Performance Table

  153. Pay Versus Performance Table

    | (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) | COMPENSATION ACTUALLY PAID TO PEO ($)(1)(2) | AVERAGE SCT TOTAL FOR NON-PEO PVP NEOS ($)(1) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO PVP NEOS ($)(1)(2) | TOTAL SHAREHOLDER RETURN ($)(3) | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(4) | NET INCOME ($)(5) | OPERATING FUNDS FROM OPERATIONS PER SHARE ($)(6) | | 2023 | 6,740,650 | 3,657,129 | 2,405,897 | 2,049,666 | 112.35 | 117.03 | 265,703 | 1.18 | | 2022 | 6,799,485 | 5,305,017 | 1,500,884 | 1,309,320 | 106.88 | 104.46 | 168,719 | 1.18 | | 2021 | 6,910,219 | 24,547,349 | 1,625,444 | 2,093,387 | 119.39 | 119.43 | 124,935 | 1.17 | | 2020 | 8,555,564 | 8,722,586 | 1,602,380 | 1,161,027 | 73.98 | 72.36 | 35,721 | 0.99 |

  154. Pay Versus Performance Table

    | (1) David R. Lukes was our principal executive officer (“PEO”) for the full year for each of the Covered Years. For each of 2023, 2022 and 2021, our non-PEO PVP NEOs (“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). |

  155. Pay Versus Performance Table

    | 50 | SITE Centers Corp. • 2024 Proxy Statement |

  156. Pay Versus Performance Table

    | (2) For 2023, 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: |

  157. Pay Versus Performance Table

    | ITEM AND VALUE ADDED (DEDUCTED) | 2023 ($) | | For David R. Lukes: | | | - Summary Compensation Table “Stock Awards” column value | (3,550,043) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | 2,199,759 | | +/- 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 | (1,691,860) | | +/- 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 | (185,278) | | + Includable dividend equivalents paid or accrued on equity awards during Covered Year | 143,901 | | TOTAL ADDED (DEDUCTED) | (3,083,521) | | For Non-PEO Named Executive Officers (Average): | | | - Summary Compensation Table “Stock Awards” column value | (1,179,540) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | 985,781 | | +/- 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 | (173,144) | | +/- 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 | (6,249) | | + Includable dividend equivalents paid or accrued on equity awards during Covered Year | 16,921 | | TOTAL ADDED (DEDUCTED) | (356,231) |

  158. Pay Versus Performance Table

    | Please note that while similar adjustment information was provided 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 2023 or the relationships disclosures provided below. |

  159. Pay Versus Performance Table

    | (3) For each Covered Year, our absolute TSR was calculated based on the yearly percentage change in our cumulative TSR on 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 and four-year period, a “Measurement Period”), assuming dividend reinvestment, 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 yearly 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 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. |

  160. Pay Versus Performance Table

    | (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. |

  161. Pay Versus Performance Table

    | (5) In thousands. These net income results were calculated in accordance with U.S. GAAP. |

  162. Pay Versus Performance Table

    | (6) For purposes of this PVP Table, our Operating Funds From Operations per share were calculated substantially as described above in our Compensation Discussion and Analysis. See “Compensation Discussion and Analysis—2023 Compensation Program—Annual Incentive Compensation Design” for more information on the calculation of Operating Funds From Operations per share. |

  163. Pay Versus Performance Table

    | SITE Centers Corp. • 2024 Proxy Statement | 51 |