DEF 14A of SITE Centers Corp., Apr 2, 2025

DEF 14A of SITE Centers Corp.

Filed Apr 2, 2025 · FY20240001193125-25-071314

Open on EDGAR

  1. 2025 Director Nominees

    2025 Director Nominees

  2. 2025 Director Nominees

    | | | | | CURRENT COMMITTEE MEMBERSHIPS | | | | DIRECTOR NAME | AGE | SINCE | INDEPENDENT | AUDIT | COMPENSATION | NOMINATING AND ESG | | Gary N. Boston | 56 | 2024 | Yes | Chair | ✔ | ✔ | | John M. Cattonar | 43 | 2024 | No | | | | | Cynthia Foster Curry | 62 | 2024 | Yes | ✔ | ✔ | Chair | | David R. Lukes | 55 | 2017 | No | | | | | Dawn M. Sweeney* | 65 | 2018 | Yes | ✔ | Chair | ✔ |

  3. 2025 Director Nominees

    | * Chair of the Board |

  4. 2025 Director Nominees

    Our Board of Directors (the “Board”) strives to maintain an independent, balanced and diverse set of Directors that collectively possess the expertise to ensure effective oversight of management and the execution of the Company’s strategy. Two of our Director nominees are women and one of our Director nominees is a member of an underrepresented community, which the Company defines as someone who self-identifies as Black, African American, North African, Middle Eastern, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, Alaskan Native, or a member of the LGBTQIA+ community. The average age of our Director nominees is 56 years and the average tenure of our Director nominees is 4 years.

  5. 2024 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 | $675,000 | $1,687,500 | $5,527,064 | $0 | $44,737 | $7,934,301 | | Gerald R. Morgan | EVP and CFO | $125,000 | $87,500 | $0 | $0 | $0 | $212,500 | | Conor M. Fennerty | Former EVP and CFO | $450,000 | $675,000 | $1,529,418 | $0 | $17,723 | $2,672,141 | | John M. Cattonar | EVP and CIO | $375,000 | $562,500 | $1,232,791 | $0 | $12,016 | $2,182,307 | | Aaron M. Kitlowski | EVP and GC | $445,962 | $900,000 | $1,432,897 | $0 | $36,158 | $2,815,017 | | Christa A. Vesy | Former EVP and CAO | $80,369 | $0 | $0 | $0 | $19,234 | $99,603 |

  6. “FOR” ALL FIVE DIRECTOR NOMINEES

    “FOR” ALL FIVE DIRECTOR NOMINEES

  7. 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. Mr. Lukes and Ms. Sweeney were elected by the shareholders at the 2024 Annual Meeting and Messrs. Boston and Cattonar and Ms. Foster Curry were recommended by the Nominating and ESG Committee for election as Directors during 2024 as described below in “-2024 Director Transition and Recruitment Process.”

  8. Director Nominees for Election at the Annual Meeting

    | GARY N. BOSTON Senior Portfolio Manager (Retired), APG Asset Management Background: Mr. Boston is a private investor and served as Portfolio Manager and Senior Portfolio Manager for the North and South American listed real estate securities portfolios of APG Asset Management, a leading global manager of pension assets, from 2005 and until his retirement in 2016. Prior to joining APG, Mr. Boston spent ten years as a senior analyst covering the U.S. REIT sector on research teams at Citigroup and PaineWebber, Inc. Since October 2022, Mr. Boston has served as Independent Director, and member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, of Terreno Realty Corporation, an industrial REIT. Mr. Boston also served as an Independent Director of Retail Value Inc. (“RVI”), a retail REIT, from 2018 until 2022. Mr. Boston holds a Bachelor of Arts from Duke University and a Masters of Business Administration from the Wharton School of Business. Qualifications: Mr. Boston’s qualifications include his extensive experience with the retail REIT industry gained from having covered the real estate, REIT and retail sectors as a portfolio manager and research analyst at various investment banks, and his service on other public company boards. | DIRECTOR SINCE: 2024 AGE: 56 INDEPENDENT: YES COMMITTEES: • Audit (Chair) • Compensation • Nominating and ESG |

  9. Director Nominees for Election at the Annual Meeting

    | 6 | SITE Centers Corp. • 2025 Proxy Statement |

  10. Director Nominees for Election at the Annual Meeting

    | JOHN M. CATTONAR Executive Vice President and Chief Investment Officer, SITE Centers Executive Vice President and Chief Investment Officer, Curbline Properties Background: Mr. Cattonar has served as Executive Vice President and Chief Investment Officer of SITE Centers since 2021 and previously served as Senior Vice President of Investments of SITE Centers from 2017 to 2021. Prior to joining SITE Centers, Mr. Cattonar served as Vice President of Asset Management for Equity One Inc. (“Equity One”), an owner, developer and operator of shopping centers, from 2015 to 2017 and at Sears Holding Corporation affiliate Seritage Realty Trust, a real estate company, from 2012 to 2015. Mr. Cattonar has also served as Executive Vice President and Chief Investment Officer of Curbline Properties since 2024. Mr. Cattonar earned a Master of Science in Real Estate Development from Columbia University and holds a Bachelor of Arts in Economics from the University of North Carolina at Chapel Hill. Qualifications: Mr. Cattonar’s qualifications to serve on the Board include his position as a member of the Company’s senior management team, his significant experience in acquiring and disposing of retail real estate and his familiarity with investors who may be interested in acquiring properties similar to those owned by the Company. | DIRECTOR SINCE: 2024 AGE: 43 INDEPENDENT: NO |

  11. Director Nominees for Election at the Annual Meeting

    | CYNTHIA FOSTER CURRY President of U.S. Brokerage (Retired), Colliers International Background: Ms. Foster Curry served as the Chief Revenue Officer of LEX-Markets, a commercial real estate marketplace that takes commercial buildings public through single-asset initial public offerings, from January 2021 to January 2022. Ms. Foster Curry served as President of U.S. Brokerage at Colliers International from January 2015 to January 2021. Prior to joining Colliers, Ms. Foster Curry served as Executive Managing Director at Cushman & Wakefield Inc. from June 2001 to January 2015. Ms. Foster Curry has served as an Independent Director and member of the Audit Committee of InPoint Commercial Real Estate Income, Inc., a diversified REIT, since October 2016, and as an Independent Director and member of the Audit Committee and Compensation Committee of Avison Young, a global real estate services firm, since March 2024. Ms. Foster Curry was formerly a Trustee of the Urban Land Institute. Ms. Foster Curry also serves as a member of the Board of Trustees of the Hospital for Special Surgery and the Museum for the City of New York. Ms. Foster Curry holds a Bachelor of Arts in the History of Science from Skidmore College and a Masters of Business Administration from Harvard University. Qualifications: Ms. Foster Curry’s qualifications to serve on the Board include her extensive career in commercial real estate transactions, including brokerage, portfolio and large asset sales, financings, restructurings and mergers and acquisitions advisory roles, as well as her service on other public company boards. | DIRECTOR SINCE: 2024 AGE: 62 INDEPENDENT: YES COMMITTEES: • Audit • Compensation • Nominating and ESG (Chair) |

  12. Director Nominees for Election at the Annual Meeting

    | SITE Centers Corp. • 2025 Proxy Statement | 7 |

  13. Director Nominees for Election at the Annual Meeting

    | DAVID R. LUKES President and Chief Executive Officer, SITE Centers President and Chief Executive Officer, Curbline Properties 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, 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 Seritage Realty Trust 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 has also served as President, Chief Executive Officer and Director of Curbline Properties since 2024. Mr. Lukes also serves as President, Chief Executive Officer and Director of RVI, which previously owned and operated shopping centers located in the continental U.S. and is managed by SITE Centers. In 2022, RVI delisted from the New York Stock Exchange (“NYSE”), sold its last asset and filed a certificate of corporate dissolution. Furthermore, Mr. Lukes serves as a Director and member of the Strategy and Investment Committee 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 experiences as chief executive and director of other shopping center owners and operators, his familiarity with the REIT industry and his extensive expertise and experience in retail real estate development and operations. | DIRECTOR SINCE: 2017 AGE: 55 INDEPENDENT: NO |

  14. Director Nominees for Election at the Annual Meeting

    | DAWN M. SWEENEY Chair of the Board, SITE Centers 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 at the end of 2019. Since December 2024, Ms. Sweeney has served as an Independent Director and chair of the Governance and Compensation Committee of FLUENT Corp. (formerly known as Cansortium Inc.), a company listed on the Canadian Securities Exchange. Ms. Sweeney previously served as an Independent Director, chair of the Compensation, Nominating and Governance Committee and member of the Audit Committee of RIV Capital from September 2022 until its merger with FLUENT Corp. in December 2024. Ms. Sweeney also serves as chair of the board of directors of MedStar’s National Medical Rehabilitation Hospital and as a board member of The Arc Foundation, an organization devoted to advancing the rights and opportunities of individuals with development and intellectual disabilities. 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. Additionally, she is recognized as a leader in the restaurant and foodservice industry. | DIRECTOR SINCE: 2018 AGE: 65 INDEPENDENT: YES COMMITTEES: • Audit • Compensation (Chair) • Nominating and ESG |

  15. Director Nominees for Election at the Annual Meeting

    | 8 | SITE Centers Corp. • 2025 Proxy Statement |

  16. 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 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

  17. Director Qualifications and Review of Director Nominees

    | SITE Centers Corp. • 2025 Proxy Statement | 9 |

  18. Director Qualifications and Review of Director Nominees

    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. 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.

  19. Compensation of Directors

    Compensation of Directors In connection with the spin-off of Curbline Properties on October 1, 2024, most of our then-current independent Directors transitioned to Curbline Properties’ board of directors, and two new independent Directors were elected to our Board, along with the election of Mr. Cattonar to our Board. Upon the completion of the spin-off, our Director compensation program was modified to reflect the reduced size of the Company’s operations and its post-spin-off strategy, while continuing to align the interests of our non-management Directors and our shareholders through a combination of cash and equity. The discussion below describes the key terms of our non-management Director compensation program before and after the spin-off of Curbline Properties. Each non-management Director’s cash compensation was pro-rated based on his or her period of service under the applicable program during 2024, and only Ms. Sweeney was subject to both the pre- and post-spin-off non-management Director compensation programs.

  20. Pre-Spin-Off Director Compensation Program — January 1, 2024 through September 30, 2024

    Pre-Spin-Off Director Compensation Program — January 1, 2024 through September 30, 2024 From January 1, 2024 through September 30, 2024, our pre-spin-off non-management Directors were compensated in the form of an annual cash retainer and an annual equity retainer. The equity retainer was payable in a combination of a fixed-dollar grant and a fixed-share grant as summarized below. The pre-spin-off Director compensation program was based on a value of the Company’s common shares when the program was originally adopted in May 2022, and was designed to provide independent Directors with target compensation of $175,000 per year before payment of additional fees for serving as Chair of the Board or chair or member of the Board’s committees.

  21. Pre-Spin-Off Director Compensation Program — January 1, 2024 through September 30, 2024

    | 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 |

  22. Pre-Spin-Off Director Compensation Program — January 1, 2024 through September 30, 2024

    The pre-spin-off non-management Directors were also paid fees for service on certain committees as set forth below and for service as the Chair of the Board. The Director who served as the Chair of the Board received an annual fee of $100,000 in addition to the fees paid to all non-management Directors (pro-rated for service in 2024). Fees were paid to committee members, the respective committee chairs and the Chair of the Board in quarterly installments in the form of cash or common shares, at the Director’s election. Each Director was also reimbursed for expenses incurred in attending in-person meetings.

  23. Pre-Spin-Off Director Compensation Program — January 1, 2024 through September 30, 2024

    | | 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 | — | — |

  24. Post-Spin-Off Director Compensation Program — Beginning October 1, 2024

    Post-Spin-Off Director Compensation Program — Beginning October 1, 2024 Beginning on October 1, 2024, our post-spin-off non-management Directors are compensated in the form of an annual cash retainer and an upfront RSU retainer which generally vests over a three-year period, as shown below, subject to the cash payment of dividend equivalents on a current basis. In this way, our current, post-spin-off Director compensation program is designed to provide independent Directors with target compensation of $160,000 per year before payment of fees for serving as Chair of the Board or chair or member of the Board’s committees.

  25. Post-Spin-Off Director Compensation Program — Beginning October 1, 2024

    | SITE Centers Corp. • 2025 Proxy Statement | 15 |

  26. Post-Spin-Off Director Compensation Program — Beginning October 1, 2024

    | COMPONENT | ANNUAL AMOUNT | PAYABLE | | RSU Retainer | $300,000 upon initial appointment | Generally vests $100,000, $100,000 and $100,000 on the first, second and third anniversaries of the grant date | | Annual Cash Retainer | $60,000 | Paid quarterly |

  27. Post-Spin-Off Director Compensation Program — Beginning October 1, 2024

    Non-management Directors are also paid fees for service on certain committees as set forth below and for service as the Chair of the Board. The Director who serves as the Chair of the Board receives an annual fee of $50,000 in addition to the fees paid to all non-management Directors. Fees are paid to committee members, the respective committee chairs and the Chair of the Board in quarterly installments in the form of cash. Each Director is also reimbursed for expenses incurred in attending in-person meetings.

  28. Post-Spin-Off Director Compensation Program — Beginning October 1, 2024

    | | ADDITIONAL ANNUAL FEE | | | COMMITTEE | CHAIR ($) | OTHER MEMBER ($) | | Audit Committee | 25,000 | 12,500 | | Compensation Committee | 15,000 | 7,500 | | Nominating and ESG Committee | 15,000 | 7,500 |

  29. 2024 Director Compensation

    2024 Director Compensation In accordance with the compensation programs described above, our non-management Directors received the following compensation during 2024:

  30. 2024 Director Compensation

    | DIRECTOR NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | TOTAL ($) | | Terrance R. Ahern(2) | 196,875 | 86,758 | 283,633 | | Linda B. Abraham(2)(3) | 91,884 | 86,758 | 178,642 | | Gary N. Boston(4) | 25,000 | 300,700 | 325,700 | | Cynthia Foster Curry(4) | 23,750 | 300,700 | 324,450 | | Jane E. DeFlorio(2) | 109,375 | 86,758 | 196,133 | | Victor B. MacFarlane(2) | 78,750 | 86,758 | 165,508 | | Alexander Otto(2) | 52,500 | 86,758 | 139,258 | | Barry Sholem(2) | 70,000 | 86,758 | 156,758 | | Dawn M. Sweeney(3) | 132,500 | 387,458 | 519,958 |

  31. 2024 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”), of stock awards granted during the year as follows: |

  32. 2024 Director Compensation

    | • | for each of Messrs. Ahern, MacFarlane, Otto and Sholem and Mses. Abraham and DeFlorio and Sweeney, the amounts reflect the grant date fair value of stock awards granted for the first three quarters of 2024 to each of the non-management Directors, based upon the closing price of our common shares on the dates of grant. The grant date fair values of the quarterly stock awards made to each of these Directors in 2024 were as follows: $14.31 on February 15, 2024 (1,999 shares); $14.20 on May 15, 2024 (2,007 shares); and $15.42 on August 15, 2024 (1,923 shares); and |

  33. 2024 Director Compensation

    | • | for each of Mr. Boston and Mses. Foster Curry and Sweeney, the amounts reflect the grant date fair value of RSU awards granted in October 2024, which generally vest in equal installments on the first, second and third anniversary of the date of grant (subject to the cash payment of dividend equivalents on a current basis), based upon the closing price of our common shares on the date of grant ($17.24 on October 15, 2024). |

  34. 2024 Director Compensation

    | (2) Messrs. Ahern, MacFarlane, Otto and Sholem and Mses. Abraham and DeFlorio resigned from the Board effective September 30, 2024, in connection with the completion of the spin-off of Curbline Properties. Their cash compensation was pro-rated to reflect their period of service on the Board during 2024. |

  35. 2024 Director Compensation

    | (3) The stock award listed for Ms. Sweeney and the cash and stock awards listed for Ms. Abraham for February 15, 2024 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. 2024 Director Compensation

    | (4) Mr. Boston and Ms. Foster Curry joined the Board on October 1, 2024. Their cash compensation was pro-rated to reflect their period of service on the Board during 2024. |

  37. 2024 Director Compensation

    | 16 | SITE Centers Corp. • 2025 Proxy Statement |

  38. 2024 Compensation Program Highlights

    | • | Use of Qualitative Evaluation in Annual Incentive Compensation Program. Historically, the Committee has established both quantitative and qualitative performance metrics governing our annual incentive compensation program in the first quarter of each year. However, in recognition of the Company’s plan to consummate the spin-off of Curbline Properties and the sale of a significant number of properties during the course of 2024, and the inability to forecast the timing and impact of these transactions on quantitative metrics, the Committee determined in January 2024 that payouts under the 2024 annual incentive compensation program would be based entirely on the Committee’s qualitative assessment of executive performance (subject to the terms set forth in each executive’s employment agreement). |

  39. 2024 Compensation Program Highlights

    | • | Extension of Mr. Lukes’ Employment Agreement. In preparation for spin-off of Curbline Properties, in July 2024, the Company entered into a new employment agreement with Mr. Lukes (the “2024 CEO Employment Agreement”) that effectively extended the term of his September 2020 employment agreement with the Company (the “2020 CEO Employment Agreement”) until the date of the spin-off of Curbline Properties, and provided the terms on which Curbline Properties would employ Mr. Lukes as its chief executive officer following the consummation of the spin-off. All compensation paid by the Company to Mr. Lukes was paid pursuant to the substantive terms of 2020 CEO Employment Agreement, and all compensation paid pursuant to the substantive terms of the 2024 CEO Employment Agreement was (or is expected to be) paid by Curbline Properties. |

  40. 2024 Compensation Program Highlights

    | • | Assignment of Employment Agreements to Curbline Properties. On September 1, 2024, in preparation for the spin-off of Curbline Properties, the Company entered into assigned employment agreements with each of Messrs. Lukes, Fennerty and Cattonar. Among other things, the assigned employment agreements transferred the employment of each of these executives to a subsidiary of Curbline Properties and provided that the Company would pay a pro-rated portion of their annual cash incentive for 2024 based on the portion of the year occurring prior to the October 1, 2024 spin-off date (with Curbline Properties being responsible for all compensation payable to these executives under their employment agreements from and after October 1, 2024, including with respect to their annual cash incentive for the remaining portion of 2024). More information can be found in the section below entitled “Compensation Program Design – Structure and Principal Elements of our Executive Compensation Program.” |

  41. 2024 Compensation Program Highlights

    | • | New Employment Agreements. In August and September 2024, the Company entered into employment and consulting agreements with Mr. Morgan, who served as a consultant from September 16, 2024 until he was employed (and appointed to succeed Mr. Fennerty) as our EVP and CFO effective October 1, 2024. In April 2024, the Company also entered into a new employment agreement with Mr. Kitlowski, our EVP and General Counsel, in order to replace his prior employment agreement that was scheduled to expire in September 2024. More information is provided in the sections below entitled “Compensation Program Design – Structure and Principal Elements of our Executive Compensation Program” and “Executive Compensation Tables and Related Disclosure – Employment Agreements.” |

  42. 2024 Compensation Program Highlights

    | • | Adjustments to Equity Compensation Awards. In connection with the Reverse Stock Split in August 2024, and the spin-off of Curbline Properties in October 2024, the Committee approved certain equitable adjustments to outstanding RSUs, PRSUs and stock options. These adjustments were designed generally to mitigate the dilutive impact of these transactions on the value of outstanding awards and, to best incentivize future performance, concentrate the value of the adjusted awards in the common stock of the company employing the applicable executive following the completion of the spin-off. Consequently, in connection with the spin-off, awards held by Messrs. Lukes, Fennerty and Cattonar were adjusted into awards denominated in shares of Curbline Properties stock, and they no longer hold awards denominated in Company common shares. These equitable adjustments are described in greater detail in the section below entitled “2024 Compensation Program – Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties.” |

  43. 2024 Compensation Program Highlights

    | • | Payout of Cash Incentives. Based on the Committee’s evaluation of performance during the first nine months of 2024, including the Company’s achievements outlined above, in September 2024, Messrs. Lukes, Fennerty and Cattonar received pro-rated incentive compensation payouts of $1,687,500, $675,000 and $562,500, respectively, which represented the maximum amount of the pro-rated annual incentive award opportunities provided by their employment agreements. In February 2025, the Committee also awarded Messrs. Morgan and Kitlowski incentive compensation payouts of $87,500 and $675,000, respectively, which represented the maximum amount of the annual incentive award opportunities provided for under their employment agreements (in the case of Mr. Morgan, pro-rated to reflect the portion of 2024 he was engaged or employed by the Company). Mr. Kitlowski also received a cash bonus of $225,000 in September 2024 in recognition of his contributions to the successful completion of the spin-off of Curbline Properties. |

  44. Overview of 2024 Equity Grants and Performance-Based Equity Results

    Overview of 2024 Equity Grants and Performance-Based Equity Results Service-Based RSUs Awarded in Connection with the Execution of New Employment Agreements. Mr. Kitlowski received an award of 73,918 service-based RSUs in April 2024 in connection with the execution of his new employment agreement. This award had a value at inception of approximately $1,050,000 and generally vests 100% on the third anniversary of the grant date (subject to the receipt of dividend equivalents in cash on a current basis). Annual Service-Based RSU Awards. Pursuant to the terms of their then current employment agreements, on February 22, 2024, Messrs. Lukes and Kitlowski were granted 71,298 and 7,131 service-based Company RSUs having a value of approximately $1 million and $100,000 respectively, which grants were designed to generally vest in substantially equal installments on each of the first three anniversaries of the grant date. Additionally, on February 22, 2024, Messrs. Fennerty and Cattonar were granted 17,828 and 10,696 service-based Company RSUs having a value of approximately $250,000 and $150,000, respectively, which grants were designed to generally vest in substantially equal installments on each of the first four anniversaries of the grant date. In connection with the Reverse Stock Split and the spin-off of Curbline Properties, these awards were equitably adjusted as described in the section below entitled “2024 Compensation Program – Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties”. Following these adjustments, the awards held by Messrs. Lukes, Fennerty and Cattonar are subject to payout in shares of Curbline Properties common stock, rather than Company common shares. 2024 Performance-Based RSU Awards. Pursuant to the terms of their then current employment agreements, on March 1, 2024, Messrs. Lukes, Fennerty, Cattonar and Kitlowski were also granted 143,482, 43,045, 43,045 and 8,968 performance-based RSUs (or “PRSUs”), respectively, having “target” values (excluding accrued dividends) of approximately $2 million, $600,000, $600,000 and $125,000, respectively, subject to a three-year performance period beginning on March 1, 2024 and ending February 28, 2027. Pursuant to their original terms, these PRSUs were to become payable to the executives in Company common shares after the end of the performance period, if at all, based on the percentile rank of the Company’s total shareholder return (“TSR”) measured over the performance period as compared to the TSR of a defined group of peer companies, and in general could be earned from 0% to 200% of target levels (subject generally to the executives’ continued employment with us). In connection with the Reverse Stock Split and the spin-off of Curbline Properties, these awards were equitably adjusted as described in the section below entitled “2024 Compensation Program – Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties”. Following these adjustments, the awards held by Messrs. Lukes, Fennerty and Cattonar are subject to payout in shares of Curbline Properties common stock, rather than Company common shares. Settlement of 2021 CEO and CFO Performance-Based RSU Awards. On March 1, 2021, 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 29, 2024 and target values (excluding accrued dividends) of approximately $2 million and $500,000, respectively. As further described below, based on the Company’s relative TSR during the three-year period ended February 29, 2024, these awards paid out at 82.3% of the target level in March 2024, and Messrs. Lukes and Fennerty received 142,822 Company common shares and 35,705 Company common shares (which included payment for accrued dividends), respectively, having a market value of approximately $1,939,519 and $484,880, respectively, based on the closing price of the Company’s common shares on February 29, 2024. Messrs. Cattonar and Kitlowski and Ms. Vesy did not participate in similar awards during this performance period under their then current employment agreements.

  45. 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 |

  46. 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 the 2020 CEO Employment Agreement and the value of service-based RSUs granted to Mr. Lukes annually during the term of the 2020 CEO Employment Agreement. |

  47. Structure and Principal Elements of Our Executive Compensation Program

    | ** Annual incentive is shown at the target level. The annual incentive payout ranged from $0 (below threshold) to $2,250,000 (maximum). |

  48. 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 |

  49. Structure and Principal Elements of Our Executive Compensation Program

    Amendment and Assignment of CIO and Former CFO Employment Agreements to Curbline Properties. In preparation for the spin-off of Curbline Properties, in September 2024 the Company entered into assigned employment agreements with Messrs. Fennerty and Cattonar in order to transfer their employment to a subsidiary of Curbline Properties. The assigned employment agreements also made certain amendments to these executives’ existing employment agreements in order to better align their compensation arrangements with Curbline Properties’ structure and strategy. Among other things, the amendments provided that the Company would pay a pro-rated portion of each executive’s annual cash incentive for 2024 based on the portion of the year occurring prior to the October 1, 2024 spin-off date (with Curbline Properties being responsible for all compensation payable to these executives under their assigned employment agreements from and after October 1, 2024, including with respect to their annual cash incentive for the remaining portion of 2024). New CFO Employment Agreement. In August and September 2024, the Company entered into employment and consulting agreements with Mr. Morgan, who served as a consultant from September 16, 2024 until he was employed (and appointed to succeed Mr. Fennerty) as EVP and CFO of the Company effective October 1, 2024. The consulting and employment agreements reflect an arm’s length negotiation between Mr. Morgan and the Company. The consulting agreement acted as a “bridge” agreement, provided consulting fees at a rate of $41,666 per month, and terminated upon Mr. Morgan’s commencement of employment with SITE Centers. Mr. Morgan’s employment agreement generally includes the following key terms: (i) an annual base salary of not less than $500,000; (ii) an annual cash incentive opportunity of up to $300,000 (in the case of 2024, pro-rated based on the portion of the year he was employed by the Company); (iii) a severance payment of $600,000 in the event Mr. Morgan’s employment is terminated by the Company without cause (whether or not in connection with a change in control), by Mr. Morgan for good reason, or as a result of Mr. Morgan’s death or disability (in addition to certain other benefits). New General Counsel Employment Agreement. The Company entered into a new employment agreement with Mr. Kitlowski in April 2024 in order to replace his September 2021 employment agreement, which was scheduled to expire in September 2024. Mr. Kitlowski has served as the Company’s EVP and General Counsel since 2017 and was appointed an executive officer of the Company upon the consummation of the spin-off of Curbline Properties. Mr. Kitlowski’s new employment agreement generally made the following key changes to the terms of his September 2021 employment agreement: (i) increased his annual base salary from $435,000 to $450,000; (ii) increased the range of his annual cash incentive opportunity from 40% – 80% to 50% – 150% of his base salary; and (iii) provides for a severance payment of $1,500,000 in the event his employment is terminated by the Company without cause (whether or not in connection with a change in control) or by Mr. Kitlowski for good reason. The agreement also provides various other benefits and the accelerated vesting of equity awards in the event that Mr. Kitlowski’s employment is terminated by the Company without cause (whether or not in connection with a change in control), by Mr. Kitlowski for good reason, or as a result of Mr. Kitlowski’s death or disability. Mr. Kitlowski received an award of 73,918 service-based RSUs in April 2024 in connection with the execution of his new employment agreement, but his new agreement does not contemplate additional equity awards. This award had a value at inception of approximately $1,050,000 and generally vests 100% on the third anniversary of the grant date (subject to the receipt of dividend equivalents in cash on a current basis). More information concerning the terms of our employment agreements with Messrs. Morgan and Kitlowski is provided in the section below entitled “Executive Compensation Tables and Related Disclosure – Employment Agreements.”

  50. Role of the Committee and Management in Executive Compensation

    | • | Designed the structure and performance metrics applicable to the annual PRSUs awarded to the named executive officers in March 2024 in accordance with the terms of their employment agreements and oversaw the settlement of maturing PRSU awards granted in March 2021; |

  51. Role of the Committee and Management in Executive Compensation

    | • | Analyzed peer company compensation in order to design and negotiate a new employment agreement with Mr. Lukes to govern his compensation by Curbline Properties following the consummation of its spin-off from the Company; |

  52. Role of the Committee and Management in Executive Compensation

    | • | Analyzed and designed the assigned employment agreements with Messrs. Fennerty and Cattonar to govern their compensation by Curbline Properties following the consummation of its spin-off from the Company; |

  53. Role of the Committee and Management in Executive Compensation

    | • | Designed performance-based equity grants to be awarded by Curbline Properties to Messrs. Lukes, Fennerty and Cattonar following the completion of its separation from the Company; |

  54. Role of the Committee and Management in Executive Compensation

    | • | Analyzed and designed new employment agreements with Messrs. Morgan and Kitlowski; |

  55. Role of the Committee and Management in Executive Compensation

    | • | Equitably adjusted the Company’s outstanding equity awards, including PRSUs, to account for the dilutive impact of the Reverse Stock Split and spin-off of Curbline Properties; |

  56. Role of the Committee and Management in Executive Compensation

    | • | Evaluated and implemented changes to the Company’s Director compensation program; |

  57. Role of the Compensation Consultant in Executive Compensation

    Role of the Compensation Consultant in Executive Compensation During 2024, the Committee engaged Gressle & McGinley as its independent compensation consultant. Gressle & McGinley was selected as the advisor to the Committee based on its extensive knowledge of the REIT sector, especially retail REITs, its experience with the Company, and its deep knowledge and experience in designing executive compensation programs over the past 30 years across multiple sectors of the economy. The Committee assessed the independence of Gressle & McGinley, as required under NYSE listing rules. The Committee also considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Gressle & McGinley. Based on this review, the Committee is not aware of any conflict of interest that has been raised by the work performed by Gressle & McGinley. In 2024, Gressle & McGinley generally assisted the Company with the bulleted items listed above under the section entitled “Role of the Committee and Management in Executive Compensation.”

  58. Annual Incentive Compensation Design

    Annual Incentive Compensation Design The employment agreements with our named executive officers applicable in 2024 specified threshold, target and maximum annual incentive amounts as a percentage of year-end base salary. Our named executive officers were not guaranteed an annual incentive payment and each named executive officer’s annual incentive payment could have been as low as zero or as high as the maximum amount set forth in his or her agreement based on his or her performance. Expressed in dollar values, the minimum, threshold, target and maximum annual incentive award payable to each of our named executive officers for 2024 (excluding Ms. Vesy who did not participate in the 2024 annual incentive compensation program due to her resignation in March 2024) 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:

  59. 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% | | Gerald R. Morgan | $0 | N/A | N/A | $300,000 | 60% | | Conor M. Fennerty | $0 | $300,000 | $600,000 | $900,000 | 150% | | John M. Cattonar | $0 | $250,000 | $500,000 | $750,000 | 150% | | Aaron M. Kitlowski | $0 | $225,000 | $450,000 | $675,000 | 150% |

  60. Annual Incentive Compensation Design

    Historically, the Committee has established both quantitative and qualitative performance metrics governing our annual incentive compensation program in the first quarter of each year. However, in recognition of the Company’s plan to consummate the spin-off of Curbline Properties and to sell a significant number of properties during the course of 2024, and the inability to forecast the timing and impact of these transactions on quantitative metrics, the Committee determined in January 2024 that payouts under the 2024 annual incentive compensation program would be based entirely on the Committee’s qualitative assessment of executive performance (subject to the terms set forth in each executive’s employment agreement). In preparation for the spin-off of Curbline Properties, in September 2024, the Company entered into assigned employment agreements with each of Messrs. Lukes, Fennerty and Cattonar. Among other things, the assigned employment agreements transferred the employment of each of these executives to a subsidiary of Curbline Properties and provided that the Company would pay a pro-rated portion of their annual cash incentive for 2024 based on the portion of the year occurring prior to the October 1, 2024 spin-off date (with Curbline Properties being responsible for the portion of their annual cash incentive with respect to the remainder of 2024).

  61. Annual Incentive Compensation Decisions

    Annual Incentive Compensation Decisions In evaluating performance of the named executive officers for 2024, the Committee considered management’s overall execution of the Company’s spin-off strategy, including relative to the components of the spin-off strategy originally communicated to investors in October 2023. In particular, the Committee considered the following key accomplishments:

  62. Annual Incentive Compensation Decisions

    | • | closed the spin-off of Curbline Properties on October 1, 2024, consistent with the Company’s stated goal; |

  63. Annual Incentive Compensation Decisions

    | 28 | SITE Centers Corp. • 2025 Proxy Statement |

  64. Annual Incentive Compensation Decisions

    | • | achieved a total return of 45.8% with respect to the Company’s common shares from the close of trading on October 27, 2023 (the last trading day before the announcement of the Company’s plan to spin-off Curbline Properties) through the close of trading on October 1, 2024, as compared to the 38.8% total return of the FTSE NAREIT Equity Shopping Centers Index during that period; |

  65. Annual Incentive Compensation Decisions

    | • | sold 40 wholly-owned properties and land parcels and two joint venture properties during the first nine months of 2024 for gross proceeds of approximately $2.3 billion at the Company’s share as compared to the October 2023 stated goal of $300 million of additional asset sales; |

  66. Annual Incentive Compensation Decisions

    | • | capitalized Curbline Properties with $800 million of cash and no preferred investment as compared to the October 2023 stated goal of $500 million in the form of a combination of cash and a preferred investment in the Company; |

  67. Annual Incentive Compensation Decisions

    | • | closed a $530 million cross-collateralized mortgage financing secured by the Company’s non-convenience properties; |

  68. Annual Incentive Compensation Decisions

    | • | redeemed all of the Company’s remaining unsecured notes (approximately $1.2 billion), repaid its $200 million term loan and terminated its $950 million revolving credit facility, consistent with its stated strategy; and |

  69. Annual Incentive Compensation Decisions

    | • | acquired 14 convenience properties during the first nine months of 2024 for an aggregate price of approximately $219 million. |

  70. Annual Incentive Compensation Decisions

    With respect to Mr. Morgan, who was appointed EVP and CFO of the Company upon the consummation of the spin-off transaction, the Committee also considered the timely and accurate publication of the Company’s financial results for the third and fourth quarters of 2024, relations and communications with investors following completion of the spin-off and the successful redemption of the Company’s 6.375% Class A Cumulative Redeemable Preferred Shares in November 2024. Based on its subjective evaluation of performance, the Committee determined that each executive was entitled to receive a payout equal to the maximum incentive award opportunity provided under their respective employment agreements, thereby entitling Messrs. Lukes, Morgan, Fennerty, Cattonar and Kitlowski to 2024 incentive payments of $1,687,500, $87,500, $675,000, $562,500 and $675,000, respectively. For Messrs. Lukes, Fennerty and Cattonar, these amounts were paid in cash in September 2024 and reflected a pro-ration of the maximum incentive award opportunities provided for in their respective employment agreements based on the portion of the year occurring prior to the October 1, 2024 spin-off date and the transition of their employment to Curbline Properties. Incentive payments to Messrs. Morgan and Kitlowski were paid in cash in February 2025 and, in the case of Mr. Morgan, reflected a pro-ration of the maximum incentive award opportunity provided in his employment agreement based on the portion of the year during which he was engaged or employed by the Company. Mr. Kitlowski also received a cash bonus of $225,000 in September 2024 in recognition of his contribution to the successful completion of the spin-off of Curbline Properties. This bonus was paid prior to Mr. Kitlowski becoming an executive officer of the Company.

  71. 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. To promote his retention, Mr. Kitlowski received an award of 73,918 service-based RSUs in April 2024 in connection with the execution of his new employment agreement. This award generally vests 100% on the third anniversary of the grant date (subject to the cash payment of dividend equivalents on a current basis) and had a value at inception of approximately $1,050,000. 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 then current employment agreements, on February 22, 2024, Messrs. Lukes and Kitlowski were granted 71,298 and 7,131 service-based RSUs having a value of approximately $1 million and $100,000, respectively, which grants were designed to vest in substantially equal installments on each of the first three anniversaries of the grant date. Additionally, on February 22, 2024, Messrs. Fennerty and Cattonar were granted 17,828 and 10,696 service-based RSUs having a value of approximately $250,000 and $150,000, respectively, which grants were designed to vest in substantially equal installments on each of the first four anniversaries of the grant date. Dividend equivalents credited with respect to these RSUs were designed to be paid in cash on a current basis. In connection with the Reverse Stock Split and the spin-off of Curbline Properties, these awards were equitably adjusted as described in the section below entitled “– Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties.” 2024 Performance-Based RSU Awards. Pursuant to the terms of their then current employment agreements, on March 1, 2024, Messrs. Lukes, Fennerty, Cattonar, and Kitlowski were also granted 143,482, 43,045, 43,045 and 8,968 performance-based RSUs having “target” values (excluding accrued dividends) of approximately $2 million, $600,000, $600,000 and $125,000, respectively, subject to a three-year performance period beginning on March 1, 2024 and ending

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

    | SITE Centers Corp. • 2025 Proxy Statement | 29 |

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

    February 28, 2027. Subject generally to their continued employment with us, these PRSUs were designed to become payable to the executives in common shares 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):

  74. 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% |

  75. 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., Saul Centers Inc., Tanger Factory Outlet Centers and Urban Edge Properties. These 11 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 were deemed reinvested in additional common shares of the Company. In connection with the Reverse Stock Split and the spin-off of Curbline Properties, these awards were equitably adjusted as described in the section below entitled “– Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties.” Settlement of 2021 CEO and CFO Performance-Based RSU Award. On March 1, 2021, 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 29, 2024 and target values (excluding accrued dividends) of approximately $2 million and $500,000, respectively. The potential payouts for these PRSUs based on relative TSR achievement utilized the same scale as described above for the 2024 PRSUs. Based on the Company’s relative TSR during the three-year period ended February 29, 2024, these awards paid out at 82.3% of the target level in March 2024, and Messrs. Lukes and Fennerty received 142,822 common shares and 35,705 common shares (which included payment for accrued dividends), respectively, having a market value of approximately $1,939,519 and $484,880, respectively, based on the closing price of the Company’s common shares on February 29, 2024. Messrs. Cattonar and Kitlowski and Ms. Vesy did not participate in these PRSU awards.

  76. Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

    Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties In accordance with the terms of our 2012 Equity and Incentive Compensation Plan and our 2019 Equity and Incentive Compensation Plan, the Committee approved equitable, anti-dilution adjustments to outstanding equity awards in connection with the Reverse Stock Split consummated in August 2024 and the spin-off of Curbline Properties consummated in October 2024. Specifically, effective as of the completion of the Reverse Stock Split, the Committee approved adjustments to the equity awards outstanding at such time, in general, as described below:

  77. Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

    | • | with respect to outstanding RSUs, PRSUs and stock options, the number of RSUs, PRSUs and stock options (and, for stock options, the exercise price) was adjusted based on the 1-for-4 ratio used in the Reverse Stock Split; and |

  78. Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

    | • | the Committee determined that following the completion of the Reverse Stock Split, evaluation of the total shareholder return performance for purposes of the adjusted PRSU awards would reflect the impact of the Reverse Stock Split. |

  79. Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

    Further, effective as of the completion of the spin-off of Curbline Properties, the Committee approved adjustments to the equity awards outstanding at such time, in general, as described below:

  80. Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

    | • | with respect to outstanding RSUs, the number of RSUs was adjusted (using a ratio based on the pre-spin-off price of SITE Centers common shares and the post-spin-off price of SITE Centers common shares or shares of Curbline Properties common stock, as applicable) so that the awards generally retained, immediately after the spin-off, substantially the same intrinsic value that they had immediately prior to the spin-off (subject to specific rounding conventions). RSU awards held by Messrs. Lukes, Fennerty and Cattonar prior to the spin-off were adjusted into RSU awards payable in common shares of Curbline Properties under its equity and incentive compensation plan (such that they no longer hold RSU awards payable in Company common shares), but RSU awards held by Mr. Kitlowski prior to the spin-off remain payable in |

  81. Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

    | 30 | SITE Centers Corp. • 2025 Proxy Statement |

  82. Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

    | common shares of the Company pursuant to the 2019 Plan (in each case, subject to continued employment requirements with Curbline Properties or SITE Centers, as applicable, as generally set forth in the original award agreement); |

  83. Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

    | • | with respect to outstanding PRSUs, performance under each PRSU award was determined as of the close of trading on September 30, 2024, based on the greater of (1) the number of PRSUs earned based on actual performance through such date and (2) 150% of the target number of PRSUs, with the number of PRSUs determined to be earned as of such date converted (using a ratio based on the pre-spin-off price of SITE Centers common shares and the post-spin-off price of SITE Centers common shares or shares of Curbline Properties common stock, as applicable) into time-based RSUs of Curbline Properties (in the case of Messrs. Lukes, Fennerty and Cattonar) or SITE Centers (in the case of Mr. Kitlowski) so that the settled awards generally retained, immediately after the spin-off, substantially the same intrinsic value that they had immediately prior to the spin-off (subject to specific rounding conventions). These RSUs remain subject to continued employment requirements with Curbline Properties or SITE Centers, as applicable, as generally set forth in the original PRSU award agreements and earn current dividend equivalent payments in cash; and |

  84. Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

    | • | with respect to outstanding stock options, the number of stock options and their exercise price was adjusted (using a ratio based on the pre-spin-off and post-spin-off price of our common shares) so that the awards generally retained, immediately after the spin-off, substantially the same intrinsic value that they had immediately prior to the spin-off (subject to specific rounding conventions). All adjusted stock option awards remain exercisable by holders for common shares of SITE Centers. |

  85. Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties

    In determining the appropriate adjustments to outstanding equity awards as a result of the spin-off transaction, the Committee sought to both mitigate the dilutive impact of the spin-off transaction on the value of the awards and concentrate the value of the adjusted awards in the common stock of the company employing the applicable executive following the completion of the spin-off in order to best incentivize the applicable executive’s future performance. The Committee believed that it was appropriate to conclude the performance period applicable to outstanding PRSUs on the spin-off date in order to avoid administrative and accounting complexities that would otherwise be caused by determining future performance under the PRSUs by reference to the common stock prices of both the Company and Curbline Properties. The Committee also believed that it was appropriate to measure performance with respect to outstanding PRSUs at the greater of actual performance and 150% of the target number of PRSUs because the settlement of the PRSUs based on an abbreviated performance period deprived applicable executives of the opportunity to regain and achieve a higher level of performance and payout by the end of the PRSUs’ original three-year performance periods. The Company has not issued stock options since 2017 and had relatively few stock options outstanding on the date of the spin-off (and none held by named executive officers), and the Committee accordingly decided that adjusted stock options would remain exercisable for shares of Company common stock in the case of all holders.

  86. Other Benefits and Information

    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 the limits of the Internal Revenue Code of 1986, as amended (the “Code”). 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. With the exception of Mr. Kitlowski, none of our named executive officers elected to defer any portion of their 2024 cash compensation pursuant to the Elective Deferred Compensation Plan. For more information, please refer to the 2024 Nonqualified Deferred Compensation Table below. Equity Deferred Compensation Plan. Prior to April 2024, certain of our officers, including the named executive officers, had the right to defer the receipt of service-based RSUs pursuant to our Equity Deferred Compensation Plan. None of our named executive officers elected to defer 2024 RSUs pursuant to the Equity Deferred Compensation Plan, and only a limited number of participants with small balances remained in the plan at the outset of 2024. In preparation for the spin-off of Curbline Properties, the Company terminated the Equity Deferred Compensation Plan in April 2024 and distributed all remaining account balances to participants in accordance with the terms of the plan and the Code.

  87. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  88. 2024 Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($)(1)(2) | STOCK AWARDS ($)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | David R. Lukes | 2024 | 675,000 | 1,687,500 | 5,527,064 | — | 44,737 | 7,934,301 | | Chief Executive Officer | 2023 | 900,000 | — | 3,550,043 | 2,250,000 | 40,607 | 6,740,650 | | and President | 2022 | 900,000 | — | 3,606,484 | 2,250,000 | 43,001 | 6,799,485 | | Gerald R. Morgan | 2024 | 125,000 | 87,500 | — | — | — | 212,500 | | Executive Vice President, Chief | 2023 | — | — | — | — | — | — | | Financial Officer and Treasurer | 2022 | — | — | — | — | — | — | | Conor M. Fennerty | 2024 | 450,000 | 675,000 | 1,529,418 | — | 17,723 | 2,672,141 | | Former Executive Vice President, | 2023 | 575,000 | — | 1,902,419 | 900,000 | 18,930 | 3,396,349 | | Chief Financial Officer and Treasurer | 2022 | 450,000 | — | 901,655 | 675,000 | 11,178 | 2,037,833 | | John M. Cattonar | 2024 | 375,000 | 562,500 | 1,232,791 | — | 12,016 | 2,182,307 | | Executive Vice President and | 2023 | 475,000 | — | 1,458,668 | 750,000 | 12,399 | 2,696,067 | | Chief Investment Officer | 2022 | 350,000 | — | 450,828 | 525,000 | 11,649 | 1,337,477 | | Aaron M. Kitlowski | 2024 | 445,962 | 900,000 | 1,432,897 | — | 36,158 | 2,815,017 | | Executive Vice President, General | 2023 | — | — | — | — | — | — | | Counsel and Secretary | 2022 | — | — | — | — | — | — | | Christa A. Vesy | 2024 | 80,369 | — | — | — | 19,234 | 99,603 | | Former Executive Vice President and | 2023 | 425,000 | — | 177,532 | 510,000 | 12,744 | 1,125,276 | | Chief Accounting Officer | 2022 | 425,000 | — | 180,349 | 510,000 | 11,994 | 1,127,343 |

  89. 2024 Summary Compensation Table

    | (1) The amounts reported in columns (c) and (d) for 2024 include amounts deferred into our 401(k) plan (a qualified plan) and our elective deferred compensation plan (a nonqualified plan) by Messrs. Lukes, Fennerty, Cattonar and Kitlowski and Ms. Vesy for the year ended December 31, 2024 as follows: Mr. Lukes, $30,500; Mr. Fennerty, $23,000; Mr. Cattonar, $23,000; Mr. Kitlowski, $65,500; and Ms. Vesy, $30,500. Under our elective deferred compensation plan, deferred amounts are payable to the named executive officer at a date specified by the named executive officer at the time of his or her deferral election in accordance with the provisions of the plan. |

  90. 2024 Summary Compensation Table

    | (2) The amounts reported in column (d) for Messrs. Lukes, Morgan, Fennerty, Cattonar and Kitlowski reflect the amounts paid to them as their respective annual cash bonuses for 2024 pursuant to their respective employment agreement (determined on the basis of a qualitative, subjective evaluation of performance for 2024). The amount in column (d) for Mr. Kitlowski also includes a special cash bonus paid to him in September 2024 in recognition of his contribution to the spin-off of Curbline Properties. For information about these bonuses, see “Compensation Discussion and Analysis — 2024 Compensation Program — Annual Incentive Compensation Decisions.” |

  91. 2024 Summary Compensation Table

    | (3) 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 2024 are included in Footnote 14 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The amounts reported in this column for 2024 include: |

  92. 2024 Summary Compensation Table

    | • | for each of Messrs. Lukes, Fennerty, Cattonar and Kitlowski, $1,999,995, $600,004, $600,004 and $125,004, respectively, relating to the grant date fair value of PRSUs granted in March 2024 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 was based on the probable outcome of the performance conditions, although the ultimate value of the awards could have been 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, Cattonar and Kitlowski would have been $3,999,990, $1,200,008, $1,200,008 and $250,008, respectively. These PRSUs were measured on September 30, 2024 in connection with the completion of the spin-off of Curbline Properties and were converted into time-based RSUs of the Company or Curbline Properties based on the applicable executive’s employer following the spin-off date; |

  93. 2024 Summary Compensation Table

    | • | for each of Messrs. Lukes, Fennerty, Cattonar and Kitlowski, $1,000,025, $250,055, $150,022 and $100,019, respectively, relating to the grant date fair value of annual service-based RSUs granted in accordance with their employment agreements; |

  94. 2024 Summary Compensation Table

    | • | for each of Messrs. Lukes, Fennerty, Cattonar and Kitlowski, $2,527,044, $679,359, $482,765, and $157,869, respectively, relating to incremental value attributed to the modification of their outstanding PRSU awards in connection with the measurement and equitable adjustment of such Company PRSUs into service-based RSUs (of the Company or Curbline Properties, as applicable) upon consummation of the spin-off of Curbline Properties; and |

  95. 2024 Summary Compensation Table

    | 34 | SITE Centers Corp. • 2025 Proxy Statement |

  96. 2024 Summary Compensation Table

    | • | for Mr. Kitlowski, $1,050,005 relating to the grant date fair value of service-based RSUs granted upon execution of his April 2024 employment agreement. |

  97. 2024 Summary Compensation Table

    | See “Compensation Discussion and Analysis—2024 Compensation Program—Retention-Based and Performance-Based Equity Grants and Results” and “Compensation Discussion and Analysis—2024 Compensation Program—Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties” for more information. |

  98. 2024 Summary Compensation Table

    | (4) The amounts shown in column (g) for the named executive officers for 2024 include: |

  99. 2024 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; |

  100. 2024 Summary Compensation Table

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

  101. 2024 Summary Compensation Table

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

  102. 2024 Summary Compensation Table

    | • | for Mr. Kitlowski, matching contributions to the 401(k) plan and elective deferred compensation plan of $22,400 and disability insurance premiums; and |

  103. 2024 Summary Compensation Table

    | • | for Ms. Vesy matching contributions to the 401(k) plan, disability insurance premiums and personal time off (“PTO”) paid upon her departure from the Company pursuant to our current PTO policy. |

  104. 2024 Summary Compensation Table

    | None of the amounts reported for the named executive officers for 2024 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. |

  105. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  106. 2024 Grants of Plan-Based Awards Table

    | NAME(1) | GRANT DATE | COMMITTEE ACTION DATE | 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 (#) | | | | David R. Lukes | 2/22/24 | 1/25/24 | — | — | — | 71,298 | 1,000,025 | | | 3/1/24 | 1/25/24 | 71,741 | 143,482 | 286,964 | — | 1,999,995 | | | 10/1/24 | 9/30/24 | — | —(5) | — | — | 2,527,044 | | Gerald R. Morgan | — | — | — | — | — | — | — | | Conor M. Fennerty | 2/22/24 | 1/25/24 | — | — | — | 17,828 | 250,055 | | | 3/1/24 | 1/25/24 | 21,523 | 43,045 | 86,090 | — | 600,004 | | | 10/1/24 | 9/30/24 | — | —(5) | — | — | 679,359 | | John M. Cattonar | 2/22/24 | 1/25/24 | — | — | — | 10,696 | 150,022 | | | 3/1/24 | 1/25/24 | 21,523 | 43,045 | 86,090 | — | 600,004 | | | 10/1/24 | 9/30/24 | — | —(5) | — | — | 482,765 | | Aaron M. Kitlowski | 2/22/24 | 1/25/24 | — | — | — | 7,131 | 100,019 | | | 3/1/24 | 1/25/24 | 4,484 | 8,968 | 17,936 | — | 125,004 | | | 4/8/24 | 4/8/24 | — | — | — | 73,918 | 1,050,005 | | | 10/1/24 | 9/30/24 | — | —(5) | — | — | 157,869 | | Christa A. Vesy | — | — | — | — | — | — | — |

  107. 2024 Grants of Plan-Based Awards Table

    | (1) Share-denominated amounts disclosed in this table are reported on an as-issued basis and do not reflect subsequent anti-dilution adjustments made to outstanding equity awards in connection with the Reverse Stock Split consummated in August 2024 and the spin-off of Curbline Properties consummated in October 2024. For more information about the adjustments applied to SITE Centers equity awards in 2024, see “Compensation Discussion and Analysis—2024 Compensation Program—Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties.” |

  108. 2024 Grants of Plan-Based Awards Table

    | (2) Amounts in this column represent PRSU awards granted to the named executive officers in March 2024 pursuant to their respective employment agreements with the Company pursuant to which a certain number of common shares could 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 that were 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 have been zero. These PRSUs were measured on September 30, 2024 in connection with the completion of the spin-off of Curbline Properties and were converted into time-based RSUs of the Company or Curbline Properties based on the applicable executive’s employer following the spin-off date. For more information about these awards, see “Compensation Discussion and Analysis—2024 Compensation Program—Retention-Based and Performance-Based Equity Grants and Results” and “Compensation Discussion and Analysis—2024 Compensation Program—Adjustments to Equity Compensation Awards in Connection with Reverse Stock Split and Spin-Off of Curbline Properties” above. |

  109. 2024 Grants of Plan-Based Awards Table

    | (3) The amounts disclosed in the first completed row of this column for all executive officers 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 (or in the case of Messrs. Fennerty and Cattonar, each of the first four anniversaries of the grant date). The amount disclosed in the second completed row of this column for Mr. Kitlowski represents service-based RSUs granted in connection with the execution of his April 2024 employment agreement which vests 100% on the third anniversary of the grant date. For more information about these awards, see “Compensation Discussion and Analysis—2024 Compensation Program—Retention-Based and Performance-Based Equity Grants and Results” above. |

  110. 2024 Grants of Plan-Based Awards Table

    | SITE Centers Corp. • 2025 Proxy Statement | 35 |

  111. 2024 Grants of Plan-Based Awards Table

    | (4) Amounts in this column are computed in accordance with FASB ASC Topic 718. Amounts shown in the first completed row of this column for all executive officers, and in the third completed row for Mr. Kitlowski, 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 completed row of this column for all executive officers represent the fair value of the PRSU awards granted in March 2024 pursuant to the terms of their employment agreements, which values are presented based on the probable outcome of the awards. |

  112. 2024 Grants of Plan-Based Awards Table

    | (5) The amounts disclosed in the third row for Messrs. Lukes, Fennerty and Cattonar and the fourth row for Mr. Kitlowski represent the incremental fair value related to the modification of outstanding PRSUs in connection with the spin-off of Curbline Properties. The amount was measured based on the difference between the fair value of the PRSU awards immediately before and after the modification. For more information regarding these modifications, see “Compensation Discussion and Analysis—2024 Compensation Program—Adjustments to Equity Compensation Awards in Connection with Reverse Stock Split and Spin-Off of Curbline Properties” above. |

  113. 2024 Grants of Plan-Based Awards Table

    Grants made in 2024 are described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement.

  114. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

  115. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1)(2) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(3) | | David R. Lukes | — | — | | Gerald R. Morgan | — | — | | Conor M. Fennerty | — | — | | John M. Cattonar | — | — | | Aaron M. Kitlowski | 114,067 | 1,744,084 | | Christa A. Vesy | — | — |

  116. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    | (1) The information in the Outstanding Equity Awards at 2024 Fiscal Year-End Table is provided as of December 31, 2024 and reflects the anti-dilution adjustments made to outstanding equity awards in connection with the Reverse Stock Split consummated in August 2024 and the spin-off of Curbline Properties consummated in October 2024. |

  117. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    | (2) The amounts in this column with respect to Mr. Kitlowski reflect service-based RSUs that generally vest or vested as follows: |

  118. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    | • | 1,924 on February 22, 2025; |

  119. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    | • | 4,273 in equal installments on February 22, 2025 and 2026; |

  120. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    | • | 6,268 in equal installments on February 22, 2025, 2026 and 2027; |

  121. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    | • | 11,670 on February 28, 2025; |

  122. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    | • | 12, 901 on February 28, 2026; |

  123. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    | • | 12,033 on February 28, 2027; and |

  124. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    | • | 64,998 on April 8, 2027. |

  125. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    | (3) These amounts were calculated based upon the closing price of our common shares on December 31, 2024 of $15.29. |

  126. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    As described above, all outstanding Company equity awards held by Messrs. Lukes, Fennerty and Cattonar immediately prior to the consummation of the spin-off of Curbline Properties on October 1, 2024 were equitably adjusted and converted into Curbline Properties RSUs (see “Compensation Discussion and Analysis—2024 Compensation Program—Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties”). As a result Messrs. Lukes, Fennerty and Cattonar no longer hold Company equity awards. Ms. Vesy forfeited her equity awards in connection with her departure from the Company.

  127. Outstanding Equity Awards at 2024 Fiscal Year-End Table(1)

    | 36 | SITE Centers Corp. • 2025 Proxy Statement |

  128. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table

  129. 2024 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 | — | — | 327,495 | 7,447,639 | | Gerald R. Morgan | — | — | — | — | | Conor M. Fennerty | — | — | 73,259 | 1,102,488 | | John M. Cattonar | — | — | 16,453 | 316,983 | | Aaron M. Kitlowski | — | — | 8,308 | 194,199 | | Christa A. Vesy | — | — | 5,704 | 80,769 |

  130. 2024 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 29, 2024. For more information on these PRSU awards, see “Compensation Discussion and Analysis—2024 Compensation Program—Retention-Based and Performance-Based Equity Grants and Results” above. |

  131. 2024 Nonqualified Deferred Compensation Table(1)

    2024 Nonqualified Deferred Compensation Table(1)

  132. 2024 Nonqualified Deferred Compensation Table(1)

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) | AGGREGATE EARNINGS IN LAST FY ($)(2) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($)(3) | AGGREGATE BALANCE AT LAST FYE ($) | | Elective Deferred Compensation Plan: | | | | | | | David R. Lukes | — | — | 4,946 | (113,394) | — | | Gerald R. Morgan | — | — | — | — | — | | Conor M. Fennerty | — | — | — | — | — | | John M. Cattonar | — | — | — | — | — | | Aaron M. Kitlowski | 35,000 | 22,400 | 47,110 | — | 376,199 | | Christa A. Vesy | — | — | 4,250 | (48,818) | — |

  133. 2024 Nonqualified Deferred Compensation Table(1)

    | (1) Our nonqualified deferred compensation plan is described more fully in “Compensation Discussion and Analysis — 2024 Compensation Program — Other Benefits and Information” above. |

  134. 2024 Nonqualified Deferred Compensation Table(1)

    | (2) This amount is not reported in the 2024 Summary Compensation Table. |

  135. 2024 Nonqualified Deferred Compensation Table(1)

    | (3) Mr. Lukes’ plan balance was transferred to the Curbline Properties elective deferred compensation plan in connection with the completion of the spin-off of Curbline Properties. Ms. Vesy’s plan balance was distributed six months following her departure from the Company in March 2024, in accordance with her previously executed distribution election. |

  136. 2024 Nonqualified Deferred Compensation Table(1)

    | SITE Centers Corp. • 2025 Proxy Statement | 37 |

  137. 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 named executive officers employed by the Company (as of December 31, 2024, Messrs. Morgan and Kitlowski) in the event of a termination of employment or a change in control of the Company. Based on a hypothetical termination and/or change in control occurring on December 31, 2024, the following tables describe the potential payments upon such termination or change in control owing to each such named executive officer then serving at the end of the year under his employment agreement and other arrangements in effect on December 31, 2024. 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 31, 2024. Following the assignment of their employment agreements to Curbline Properties, the Company is not responsible for paying any compensation to Messrs. Lukes or Cattonar in the event they cease to serve as an executive officer of the Company or the Company experiences a change of control.

  138. Potential Payments Upon Termination or Change in Control

    | EVENT | GERALD R. MORGAN ($) | AARON M. KITLOWSKI ($) | | Retirement or other Voluntary Termination (without Good Reason) | | | | Accrued Vacation(1) | 19,231 | 17,308 | | Total | 19,231 | 17,308 | | Involuntary Not for Cause or Good Reason Termination | | | | Cash Severance(2) | 675,000 | 1,950,000 | | Unvested Restricted Stock Units | 0 | 1,744,084 | | Insurance Payment(3) | 32,278 | 46,135 | | Accrued Vacation(1) | 19,231 | 17,308 | | Total | 726,509 | 3,757,527 | | For Cause Termination | | | | No Payments | N/A | N/A | | Total | N/A | N/A | | Involuntary or Good Reason Termination (in Connection with a Change in Control) | | | | Cash Severance(2) | 675,000 | 1,950,000 | | Unvested Restricted Stock Units | 0 | 1,744,084 | | Insurance Payment(3) | 32,278 | 46,135 | | Accrued Vacation(1) | 19,231 | 17,308 | | Total | 726,509 | 3,757,527 | | Disability | | | | Cash Severance(2) | 675,000 | 450,000 | | Unvested Restricted Stock Units | 0 | 1,744,084 | | Insurance Payment(3) | 32,278 | 46,135 | | Disability Insurance Proceeds(4) | 748,119 | 1,985,783 | | Accrued Vacation(1) | 19,231 | 17,308 | | Total | 1,474,628 | 4,243,310 |

  139. Potential Payments Upon Termination or Change in Control

    | 38 | SITE Centers Corp. • 2025 Proxy Statement |

  140. Potential Payments Upon Termination or Change in Control

    | EVENT | GERALD R. MORGAN ($) | AARON M. KITLOWSKI ($) | | Death | | | | Cash Severance(2) | 675,000 | 450,000 | | Unvested Restricted Stock Units | 0 | 1,744,084 | | Insurance Payment(3) | 32,278 | 46,135 | | Accrued Vacation(1) | 19,231 | 17,308 | | Total | 726,509 | 2,257,527 |

  141. Potential Payments Upon Termination or Change in Control

    | (1) Assumes two weeks of PTO is paid pursuant to our current PTO policy. |

  142. Potential Payments Upon Termination or Change in Control

    | (2) Reported amounts calculated pursuant to the terms of the respective employment agreement, assuming an annual incentive payout for 2024 at the “target” level, payable in a lump sum. Assumes any accrued base salary and annual incentive for 2024 has been paid, due to evaluation as of the last business day of the year. |

  143. Potential Payments Upon Termination or Change in Control

    | (3) Reported amounts consist of our estimate of 18 months of insurance premiums for health, dental and vision benefits and the employer portion of the premium for other insurance provided by the Company. |

  144. Potential Payments Upon Termination or Change in Control

    | (4) 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 31, 2024, 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. |

  145. Potential Payments Upon Termination or Change in Control

    Except as described above, none of Messrs. Lukes, Fennerty and Cattonar received any incremental or enhanced compensation from the Company upon the completion of the spin-off of Curbline Properties on October 1, 2024 and the concurrent cessation of their employment by the Company and its subsidiaries. In connection with Ms. Vesy’s voluntary termination by resignation on March 8, 2024, she received payment of $8,173 for her accrued but unused PTO through such date under Company policy, but received no further compensation or other benefits from the Company. Ms. Vesy’s then-unexercised and outstanding stock options expired unexercised following her resignation due to their terms, and Ms. Vesy remained subject to customary non-competition and non-solicitation restrictive covenants that extended for one year following resignation and perpetual confidentiality and mutual non-disparagement restrictive covenants under her employment agreement. The Company waived the otherwise-applicable 90-day notice requirement for Ms. Vesy’s resignation.

  146. CEO Pay Ratio

    CEO Pay Ratio For 2024, 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 72 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 $7,954,794. CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Lukes under the “2024 Summary Compensation Table” for 2024 and also includes the Company’s contributions to group health and welfare benefits provided to Mr. Lukes. This amount was not annualized to account for the portion of the year during which Mr. Lukes was employed and compensated by Curbline Properties. For purposes of this pay ratio disclosure, Median Annual Compensation was $110,735, and was calculated by totaling for our Median Employee all applicable elements of compensation for 2024 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 2024, including as a result of the spin-off of Curbline Properties, we identified a new Median Employee for purposes of calculating our CEO pay ratio for 2024 rather than using the Median Employee utilized to calculate our CEO pay ratio for 2023. For administrative convenience following the spin-off of Curbline Properties, we utilized December 31, 2024 (the “Determination Date”) to determine the new Median Employee rather than December 1, which was used to determine our 2023 Median Employee. To identify the Median Employee, we first measured compensation for the period beginning on January 1, 2024 and ending on the Determination Date for 172 employees, representing all full-time, part-time, seasonal and temporary employees of the Company and its consolidated subsidiaries as of 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 used to determine the Median Employee 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, 2024. 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.

  147. CEO Pay Ratio

    | 42 | SITE Centers Corp. • 2025 Proxy Statement |

  148. 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 2024 for this Proxy Statement’s named executive officers, as well as compensation for 2023, 2022, 2021 and 2020 for our named executive officers from our 2024, 2023, 2022 and 2021 Proxy Statements, respectively (each of 2020, 2021, 2022, 2023 and 2024, 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:

  149. 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; and |

  150. 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. |

  151. Pay Versus Performance

    In recognition of the Company’s plan to consummate the spin-off of Curbline Properties and to sell a significant number of properties during the course of 2024, and the inability to forecast the timing and impact of these transactions on quantitative metrics, the Compensation Committee determined at the outset of 2024 that payouts under the 2024 annual incentive compensation program would be based entirely on the Committee’s qualitative assessment of executive performance. In light of the discretionary nature of our 2024 annual incentive compensation program, pursuant to the SEC’s PVP rules we have determined that relative TSR, which was used in the determination of performance under PRSUs outstanding during 2024 (“PRSU Relative TSR”), 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 2024.

  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) | PRSU RELATIVE TSR (%)(6) | | 2024 | 7,934,301 | 16,089,694 | 1,596,314 | 2,185,760 | 117.09 | 136.97 | 531,824 | 0.0 | | 2023 | 6,740,650 | 3,657,129 | 2,405,897 | 2,049,666 | 112.35 | 117.03 | 265,703 | 22.8 | | 2022 | 6,799,485 | 5,305,017 | 1,500,884 | 1,309,320 | 106.88 | 104.46 | 168,719 | 67.3 | | 2021 | 6,910,219 | 24,547,349 | 1,625,444 | 2,093,387 | 119.39 | 119.43 | 124,935 | 55.7 | | 2020 | 8,555,564 | 8,722,586 | 1,602,380 | 1,161,027 | 73.98 | 72.36 | 35,721 | 61.7 |

  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 2024, our non-PEO PVP NEOs (“Non-PEO NEOs”) were Gerald R. Morgan, Conor M. Fennerty, John M. Cattonar, Aaron M. Kitlowski and Christa A. Vesy. For each of 2023, 2022 and 2021, our Non-PEO NEOs were Conor M. Fennerty, John M. Cattonar and Christa A. Vesy. For 2020, our Non-PEO NEOs were Conor M. Fennerty, Christa A. Vesy and Michael A. Makinen (Mr. Makinen was our former Chief Operating Officer whose employment with us ended in December 2020). |

  155. Pay Versus Performance Table

    | SITE Centers Corp. • 2025 Proxy Statement | 43 |

  156. Pay Versus Performance Table

    | (2) For 2024, in determining both the CAP for our PEO and the average CAP for our Non-PEO PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the following amounts: |

  157. Pay Versus Performance Table

    | ITEM AND VALUE ADDED (DEDUCTED) | 2024 ($) | | For David R. Lukes: | | | - Summary Compensation Table “Stock Awards” column value | (5,527,064) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | 0 | | +/- Change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year | 0 | | +/- Change in fair value (from prior year- end to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year | 9,175,271 | | + Fair value as of vesting date of equity awards granted and vested in Covered Year | 4,389,517 | | + Includable dividend equivalents paid or accrued on equity awards during Covered Year | 117,668 | | TOTAL ADDED (DEDUCTED) | 8,155,393 | | For Non-PEO Named Executive Officers (Average): | | | - Summary Compensation Table “Stock Awards” column value | (839,021) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | 254,728 | | +/- Change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year | 47,428 | | +/- Change in fair value (from prior year-end to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year | 666,689 | | + Fair value as of vesting date of equity awards granted and vested in Covered Year | 483,625 | | - Prior year-end fair value of prior-year equity awards forfeited in Covered Year | (50,166) | | + Includable dividend equivalents paid or accrued on equity awards during Covered Year | 26,164 | | TOTAL ADDED (DEDUCTED) | 589,447 |

  158. Pay Versus Performance Table

    | Please note that while similar adjustment information was provided in our 2024 proxy statement for Covered Year 2023 and in our 2023 proxy statement for Covered Years 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our shareholders’ understanding of the information reported in the PVP Table for 2024 or the relationships disclosures provided below. |

  159. Pay Versus Performance Table

    | (3) For each Covered Year, our absolute TSR was calculated based on the percentage change in value of our common shares, par value $0.10 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period beginning with our closing share price on the NYSE on December 31, 2019 through and including the last day of the Covered Year (each one-year, two-year, three-year, four-year and five-year period, a “Measurement Period”), assuming dividends paid on common shares during the year (including the distribution of Curbline Properties shares at the time of the spin-off) were deemed reinvested in additional common shares, plus (ii) the difference between our closing share price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these percentage changes was then applied to a deemed fixed investment of $100 at the beginning of each Measurement Period to produce the Covered Year-end values of such investment as of the end of 2024, 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |

  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 disclosure, our Company Selected Measure is PRSU Relative TSR, which is calculated for each Covered Year as the percentile rank of the total shareholder return of the Company measured for the full Covered Year as compared to the total shareholder returns of the same peer companies used with respect to the 2024 PRSU awards. For these purposes, as required by the terms of the PRSU awards, dividends paid on common shares during the year (including the distribution of shares of Curbline Properties common stock at the time of the spin-off) were deemed reinvested in additional common shares. If instead of reinvesting the value of the distributed shares of Curbline Properties common stock into additional Company common shares on October 1, 2024, an investor were to have held the distributed shares of Curbline Properties common stock until December 31, 2024, the PRSU Relative TSR for 2024 would have been 32.8%. See “Compensation Discussion and Analysis—2024 Compensation Program—Retention-Based and Performance-Based Equity Grants and Results” for more information on the applicable peer companies and how these PRSU-related calculations operate. |

  163. Pay Versus Performance Table

    | 44 | SITE Centers Corp. • 2025 Proxy Statement |