DEF 14A of Curbline Properties Corp.
Filed Mar 24, 2026 · FY20250001193125-26-120603
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| Pay Versus Performance | 50 | | Equity Compensation Plan Information | 54 | | Proposal Three: Approval, on an Advisory Basis, of the Frequency of Future Stockholder Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers | 55 | | Proposal Summary and Board Recommendation | 55 | | Recommendation on the Frequency of Say-on-Pay Votes | 56 | | Proposal Four: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm | 57 | | Proposal Summary and Board Recommendation | 57 | | Fees Paid to PricewaterhouseCoopers LLP | 58 | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | 58 | | Auditor Independence | 58 | | Audit Committee Report | 59 | | Corporate Governance and Other Matters | 60 | | Codes of Ethics | 60 | | Reporting and Non-Retaliation Policy | 61 | | Related-Party Transactions | 61 | | Security Ownership of Certain Beneficial Owners | 62 | | Waiver Agreement with Mr. Otto | 63 | | Delinquent Section 16(a) Reports | 63 | | Stockholder Proposals for 2027 Annual Meeting of Stockholders | 64 | | Householding | 65 | | Communications with Our Board of Directors | 65 | | Frequently Asked Questions | 66 | | Why did you send me this proxy statement? | 66 | | Who is entitled to vote at the Annual Meeting? | 66 | | How do I attend and vote at the virtual Annual Meeting? | 66 | | How many votes do I have? | 67 | | How do I vote by proxy? | 67 | | May I revoke my proxy? | 68 | | Who is soliciting my proxy? | 68 | | Can I receive these proxy materials by email in the future? | 68 | | What constitutes a quorum? | 69 | | What vote is required to approve each proposal assuming that a quorum is present at the Annual Meeting? | 69 | | Annex A | A-1 |
Director Nominees Whose Terms Expire at the Annual Meeting
Director Nominees Whose Terms Expire at the Annual Meeting Our Board has nominated and recommends that stockholders vote “FOR” the election of each of the following director nominees, each to serve until the 2027 annual meeting of stockholders and until a successor has been duly elected and qualified.
Director Nominees Whose Terms Expire at the Annual Meeting
| JANE E. DEFLORIO Managing Director (Retired), Deutsche Bank AG Retail/Consumer Sector Investment Banking Coverage (global banking and financial services company) Background: Ms. DeFlorio has served on our Board since September 2024. Ms. DeFlorio was managing director, Deutsche Bank AG Retail/Consumer Sector Investment Banking Coverage, a division of a global banking and financial services company, from 2007 to 2013. While at Deutsche Bank, Ms. DeFlorio covered a range of mid- to large-cap retail clients. Ms. DeFlorio has served as an independent director and chair of the audit committee of Vivid Seats Inc. (NASDAQ: SEAT) since 2021, where she also serves on the nominating and corporate governance and compensation committees. She also served as an independent director and chair of the audit committee of SITE Centers from 2017 until 2024 and as an independent director of Perry Ellis International, Inc. from 2014 to 2018. She serves on the board of directors for the Museum at Fashion Institute of Technology. She also serves on the advisory council for the School of Engineering at the University of Notre Dame. Ms. DeFlorio is a graduate of the University of Notre Dame and Harvard Business School. Qualifications: With over 15 years of experience in investment banking, primarily focusing on the retail sector, as well as her ten years of service on public company boards, Ms. DeFlorio is highly qualified to advise our Board in connection with capital structure, capital allocation, strategic direction, risk management, financial matters, shareholder value creation and strategic opportunities. | Director since: 2024 Age: 55 Independent: yes Committees: Audit (Chair), Compensation | | BARRY A. SHOLEM Chairman and Advisory Partner of BDT & MSD Partners (real estate investments) Background: Barry A. Sholem has served on our Board since September 2024. Mr. Sholem is chairman and advisory partner of BDT & MSD Partners. He served as head of real estate since its inception when he founded the group and joined MSD Capital as a partner in 2004. Prior to joining BDT & MSD Partners, Mr. Sholem served from 1994 to 2004 as founder and chairman of DLJ Real Estate Capital Partners (DLJRECP), a series of multi-billion-dollar real estate private equity funds with investments across the United States, Europe and Japan. Prior to that, Mr. Sholem worked at Goldman Sachs in New York, London, Tokyo and Los Angeles and ultimately led the Real Estate Principal Investment Area and Real Estate Investment Banking on the West Coast. Mr. Sholem also sat on the boards of several public companies including SITE Centers, from 1998 to 2018 and from 2022 until 2024, Retail Value Inc. (“RVI”), from 2018 until 2022, and, since 2023, has served on the board of directors of Hudson Pacific Properties, Inc. (NYSE: HPP). He is currently a member of the Urban Land Institute (“ULI”), the Real Estate Roundtable, the UC Berkeley Real Estate Advisory Board and the Brown University Presidents Leadership Council. Mr. Sholem received an M.B.A. from Northwestern University’s J.L. Kellogg Graduate School of Management and a B.A. in Economics and Political Science from Brown University. Qualifications: Mr. Sholem’s qualifications to serve on the Board include years of experience leading the real estate groups of investment firms. In addition, he brings a broad understanding of the social and political issues facing the Company through his involvement with ULI and ICSC. | Director since: 2024 Age: 70 Independent: Yes Committees: Compensation, Nominating and Sustainability |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| LINDA B. ABRAHAM Managing Director of Crimson Capital (early-stage technology company investing and consulting) Background: Ms. Abraham has served on our Board since September 2024. Since 2014, Ms. Abraham has served as managing director of Crimson Capital, which invests in and advises a broad range of early-stage technology companies spanning data/analytics, machine learning, e-commerce, educational technology, clean energy and healthcare. From 1999 to 2013, Ms. Abraham co-founded and served as executive vice president of comScore, a leader in digital measurement and analytics which went public in 2007. Ms. Abraham served as an independent director of SITE Centers from 2018 until 2024. Ms. Abraham also served as an independent director and chair of the compensation committee of Carlotz, Inc., an online consignment company for used vehicles, from 2021 until 2022. Additionally, she serves on the board of Tiger 21, a member-based organization focused on investment management and education, and previously served for a decade on the board of the School of Data Science at the University of Virginia (2015-2025). She is also a 2026 Fellow in Harvard’s Advance Leadership Initiative program. Ms. Abraham holds a degree in Quantitative Business Analysis from Penn State University. Qualifications: Ms. Abraham’s qualifications to serve on the Board include extensive experience as a technology entrepreneur and as an expert in consumer analytics, a field that is critical to the Company’s efforts to understand shopping patterns and merchandise mix. | Director since: 2024 Age: 63 Independent: Yes Committees: Audit, Nominating and Sustainability | | TERRANCE R. AHERN Chairman of the Board, Curbline Background: Mr. Ahern has served on our Board since September 2024. Mr. Ahern served as co-founder, principal and chief executive officer of The Townsend Group, an institutional real estate advisory and investment management firm formed in 1986, until his retirement in May 2022 and served as chairman emeritus until 2024. The Townsend Group serves as adviser to, or invests on behalf of, domestic and offshore public and private pension plans, endowments and foundations, and sovereign wealth funds. Mr. Ahern served as an independent director of SITE Centers from 2000 until 2024 and as chairman of the board of directors of SITE Centers from 2011 until 2024. Mr. Ahern has also served as an independent director of KKR Real Estate Finance Trust (NYSE: KREF) since 2017. Mr. Ahern previously served as an independent director on the board of directors of Berkshire Realty, Inc. (NYSE: BRI) from 1997 until the company was taken private in 1999. Mr. Ahern is a past member of the Young Presidents Organization, the Pension Real Estate Association (“PREA”), National Association of Real Estate Investment Trusts (“NAREIT”), and the National Council of Real Estate Investment Fiduciaries. He is a former member of the board of directors of PREA and the board of editors of Institutional Real Estate Securities. Mr. Ahern has been a frequent speaker at industry conferences, including PREA, NAREIT, and the National Association of Real Estate Investment Managers. Qualifications: Mr. Ahern has over 35 years of real estate industry and institutional real estate consulting experience. This experience includes founding and managing a leading institutional real estate advisory and investment firm whose core skill is analyzing real estate firms and investment opportunities. This role and experience have provided Mr. Ahern with unique insight into the structure and operations of both public and private real estate companies, and into the real estate environment and capital markets in which we operate. Through his experience, Mr. Ahern has gained an understanding and knowledge of the opportunities, challenges and risks that face real estate companies, as well as the functions of a board of directors. | Director since: 2024 Age: 70 Independent: Yes Committees: Compensation (Chair), Audit |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| DAVID R. LUKES President and Chief Executive Officer, Curbline and SITE Centers Background: Mr. Lukes has served as the President and Chief Executive Officer of Curbline since November 2023 and as a member of our Board since July 2024. He has served as the president and chief executive officer of SITE Centers and has been a member of the SITE Centers board of directors since March 2017. Mr. Lukes previously served as chief executive officer of Equity One, Inc. (“Equity One”), an owner, developer, and operator of shopping centers, as well as a member of Equity One’s board of directors, from 2014 until 2017. Prior to joining Equity One, Mr. Lukes served as president and chief executive officer of Sears Holding Corporation affiliate Seritage Realty Trust, a real estate company, from 2012 through 2014. In addition, Mr. Lukes served as the president and chief executive officer of Olshan Properties (formerly Mall Properties, Inc.), a privately owned real estate firm that specializes in the development, acquisition and management of commercial real estate, from 2010 to 2012. From 2002 to 2010, Mr. Lukes served in various senior management positions at Kimco Realty Corporation, including serving as its chief operating officer from 2008 to 2010. Mr. Lukes has also served as president, chief executive officer and director of RVI, which previously owned and operated shopping centers located in the continental U.S., since April 2018 and as a director of Citycon Oyj, an owner and operator of shopping centers located in the Nordic region, the shares of which are traded on the Nasdaq Helsinki stock exchange, since 2017. 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 position as a member of SITE Center’s senior management, his prior experiences as chief executive and director of other shopping center owners and operators, his familiarity with the retail REIT industry and his extensive expertise and experience in retail real estate development and operations. | Director since: 2024 Age: 56 Independent: No | | VICTOR B. MACFARLANE Chairman and Chief Executive Officer, MacFarlane Partners (real estate investments) Background: Mr. MacFarlane has served on our Board since September 2024. Mr. MacFarlane is chairman and chief executive officer of MacFarlane Partners, which he founded in 1987 to provide real estate investment management services to institutional investors and has more than 45 years of real estate investment experience. Mr. MacFarlane has served as an independent director of Veris Residential, Inc. (NYSE: VRE) since 2021 and currently serves on its audit committee and compensation committee. Mr. MacFarlane also served as an independent director of SITE Centers from 2002 until 2024. Mr. MacFarlane is a co-founder and emeritus board member of the Real Estate Executive Council, a member and former trustee of the Urban Land Institute and a member and former director of PREA. Qualifications: Mr. MacFarlane brings to our Board three decades of experience as a chief executive officer of a real estate investment and advisory firm and over 45 years of experience in the areas of real estate investment, corporate finance, portfolio management and risk management. His extensive managerial experience as well as his knowledge of the real estate and private capital industries provide our Board with an expansive view on issues impacting the Company and our corporate strategy. | Director since: 2024 Age: 74 Independent: Yes Committees: Nominating and Sustainability (Chair) |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| ALEXANDER OTTO Chief Executive Officer, ECE Group GmbH & Co. KG (commercial real estate company, Hamburg, Germany) Background: Mr. Otto has served on our Board since September 2024. Mr. Otto has served as the chief executive officer of ECE Group GmbH & Co. KG, a commercial real estate company based in Hamburg, Germany that manages assets in Europe, since 2000. Mr. Otto is a graduate of St. Clare’s, Oxford, Harvard College and Harvard Business School. Mr. Otto served on the SITE Centers board of directors from 2015 until 2024. Mr. Otto is a member of the board of directors, or equivalent governing body, of privately held company Otto Group. Mr. Otto served as a director of publicly traded company Deutsche EuroShop AG, which owns and operates retail real estate assets in Europe, from 2002 until 2022 and of Sonae Sierra Brasil S.A., which owns and operates retail real estate assets in Brazil, from 2014 until 2019. Additionally, Mr. Otto is the chairman of HSV Campus gemeinnützige GmbH and the Alexander Otto Sportstiftung Foundation, is a member of the board of the Harvard Global Advisory Council and, together with his wife, established the Dorit and Alexander Otto Foundation. Qualifications: Mr. Otto has more than 25 years of experience in the shopping center business. This experience includes serving as a real estate analyst with a focus on financial analysis and appraisals of shopping centers, as well as a development manager and leasing executive for large shopping centers. These qualifications and his experience as the CEO of a leading private European shopping center company enable Mr. Otto to provide particular insights to the Board regarding the Company’s corporate strategy, the continual optimization of the Company´s operations, transactional activity and general management. | Director since: 2024 Age: 58 Independent: Yes |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
Independent Directors Our Board has affirmatively determined that, excluding Mr. Lukes, (i) all directors who served during 2025 were, and (ii) all directors nominated by the Board for election in 2026 are, independent within the meaning of the rules of the New York Stock Exchange (“NYSE”) and, as applicable, the rules of the Securities and Exchange Commission (“SEC”), including with respect to the applicable director’s service on the Compensation and/or the Audit Committee. Our Corporate Governance Guidelines provide that our Board will be comprised of a majority of independent directors and that only those directors or director nominees who meet the listing standards of the NYSE will be considered independent. Our Board reviews annually the relationships that each director or director nominee has with us (either directly or indirectly), and only those directors or director nominees whom our Board affirmatively determines have no material relationship with us will be considered independent. Director Qualifications and Review of Director Nominees The Nominating and Sustainability Committee will periodically review the composition of our Board as a whole and recommend, 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 Sustainability 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 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 Sustainability Committee will consider factors that are in the best interests of the Company and its stockholders, including the knowledge, experience, integrity, skills and expertise 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 Sustainability 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 Sustainability Committee will consider suggestions forwarded by stockholders to our Secretary concerning qualified candidates for election as directors. To recommend a prospective candidate for the Nominating and Sustainability Committee’s consideration and potential recommendation to the Board for nomination for director, a stockholder may submit the candidate’s name and qualifications to our Secretary at the following address: 320 Park Avenue, New York, New York 10022. The Nominating and Sustainability Committee has not established specific minimum qualifications that a candidate must have to be recommended to our Board. However, in determining qualifications for new directors, the Nominating and Sustainability Committee will consider those guidelines described above. The Nominating and Sustainability Committee will consider a pool of potential Board candidates established from recommendations from stockholders and third parties, including management and current directors. The Nominating and Sustainability Committee may, in its discretion, retain a search consultant to supplement the pool of potential Board candidates considered for nomination. Our Bylaws set forth the requirements with respect to the nomination of candidates for director by stockholders. Proxy Access Our Bylaws provide proxy access pursuant to which a stockholder or group of up to 20 stockholders satisfying specified eligibility requirements may include director nominees in our proxy materials for annual meetings. To be eligible to use proxy access, such stockholders must, among other requirements: • have owned shares of our common stock equal to at least 3% of the aggregate of our issued and outstanding shares continuously for at least three years; • represent that such shares were acquired in the ordinary course of business and not with the intent to change or influence control and that such stockholders do not presently have such intent; and • provide a notice requesting the inclusion of director nominees in our proxy materials and provide other required information to us not more than 150, or less than 120, days prior to the anniversary of the date that we issued our proxy statement for the prior year’s annual meeting of stockholders (unless the date for the upcoming annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary date of the prior year’s annual meeting in which case the notice must be received not later than the close of business on the later of the 150th calendar day prior to such annual meeting and the tenth calendar day following the day on which public announcement of the date of the annual meeting is first made). The maximum number of director nominees that may be submitted pursuant to these provisions will be the greater of (i) 20% of the directors up for election and (ii) two. Majority Vote Standard Consistent with best corporate governance practices, the Bylaws provide for a majority vote standard in uncontested elections and a plurality vote standard in contested elections of directors. An election of directors is contested when the number of nominees for election as a director exceeds the number of directors to be elected. Under a majority vote standard, each vote is specifically counted “For” or “Against” the director nominee’s election and an affirmative majority of the total number of votes cast “For” or “Against” a director nominee will be required for election. Stockholders are entitled to abstain with respect to the election of a director nominee. Broker non-votes and abstentions will not be considered votes cast at the Annual Meeting and will be excluded in determining the number of votes cast at the Annual Meeting. Board Governance BOARD LEADERSHIP Our Corporate Governance Guidelines provide that our Board will determine the leadership structure of the Board as appropriate to the Company’s circumstances from time to time, in its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interest of the Company. At this time, our Board has determined that having a non-management, independent director serve as Chairman of the Board is the appropriate leadership structure for the Company. Currently, Mr. Ahern serves Chairman of the Board and Mr. Lukes serves as CEO.
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
The Chairman of the Board has the following responsibilities, among others as may be determined by our Board: • Ensure that our Board fulfills its oversight and governance responsibilities; • Consult and advise on any operational matters as requested by our CEO; • Coordinate the Board’s self-assessment and evaluation process; • Serve as liaison between the Company’s management and the non-management directors; • Coordinate the Board’s annual review of, and input to, the Company’s strategic plan; • Assist the Nominating and Sustainability Committee on corporate governance matters, such as the nomination of Board members, committee membership and rotation, and management succession planning; • Preside over meetings of our stockholders; and • Provide leadership to our Board and set the agenda for, and preside over, Board meetings and executive sessions of the independent and non-management directors. Our Board at this time believes that having an independent Chairman of the Board, separate from our CEO, effectively distributes oversight and leadership between the independent directors and management and allows our CEO to focus primarily on the day-to-day leadership of the Company and the execution of the Company’s strategy, while our Chairman of the Board leads our Board’s oversight of management, risks and corporate governance matters. By serving as a director, our CEO also is able to provide valuable insights on the Company’s operations and management’s perspective to the Board. This leadership structure also enables our Board as a whole to fulfill its responsibility to oversee the risks presented by the Company’s long-term strategy, business plan and model. Our Board believes that it is important to retain flexibility with respect to its leadership structure in order to best fulfill the needs and opportunities of the Company at that time. If the positions of Chairman and CEO were held by the same individual, or if the Chairman was otherwise not independent, the independent members of the Board may designate an independent director to serve as the lead independent director. MEETINGS OF OUR BOARD In 2025, our Board held four meetings. Each of our directors attended at least 75% of the aggregate of (i) the number of meetings of the Board that were held during the period that such person served on the Board and (ii) the number of meetings of committees of the Board held during the period that such person served on such committee. As stated in our Corporate Governance Guidelines, all directors are expected to attend the Annual Meeting, and all of our directors attended the 2025 annual meeting. To ensure the Board’s operational effectiveness, our Board, through the Nominating and Sustainability Committee, conducts and reviews its operations through a self-assessment and evaluation process on an annual basis. The Nominating and Sustainability Committee facilitates input from all directors and reports to the Board with an assessment of the Board’s performance. The assessment focuses on the Board’s contribution to the Company and specifically on areas in which the Board or management believes that the Board could improve. MEETINGS OF NON-MANAGEMENT AND INDEPENDENT DIRECTORS The non-management directors meet in executive session at least quarterly. These meetings are chaired by the Chairman of the Board. In addition, as required by our Corporate Governance Guidelines, the independent directors meet at least once per year to the extent our Board includes one or more non-management directors who are not independent. COMMITTEES OF OUR BOARD During 2025, our Board had the committees described below. Our Board has approved the written charters of the Audit Committee, the Compensation Committee and the Nominating and Sustainability Committee, which, along with our Corporate Governance Guidelines, are posted on our website at www.curbline.com, under “Investors-Governance-Governance Documents.” Each of the Audit Committee, Compensation Committee and Nominating and Sustainability Committee conducts a self-evaluation and review of its charter annually and reports the results of these evaluations and reviews to our Board. The information contained on or accessible through our website is not incorporated by reference into this proxy statement, and you should not consider such information to be part of this proxy statement. Audit Committee
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| Responsibilities: The Audit Committee assists our Board in overseeing: the integrity of our financial statements; our compliance with legal and regulatory requirements; our independent registered public accounting firm’s qualifications and independence; the performance of our internal audit function and our independent registered public accounting firm; and the assessment and management of enterprise risk, including risks related to cybersecurity, data privacy and information technology. The Audit Committee also prepares the Audit Committee Report included in our annual proxy statement. Independence: All of the members of the Audit Committee are independent as defined in the rules and regulations of the SEC and the NYSE listing standards, including with respect to service on the Audit Committee. Our Board has determined that each current member of the Audit Committee and each member that served on the Audit Committee in 2025 meets audit committee financial literacy requirements and that Ms. DeFlorio, the Chair of the Audit Committee, and Mr. Ahern are “audit committee financial experts” within the meaning of Item 407 of Regulation S-K under the federal securities laws. Meetings: The Audit Committee held five meetings in 2025. | Members: • Ms. DeFlorio (Chair) • Mr. Ahern • Ms. Abraham |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
Compensation Committee
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| Responsibilities: The Compensation Committee reviews and approves compensation for our executive officers; reviews and recommends to our Board compensation for directors; oversees the Company’s equity compensation and executive benefit plans; reviews and discusses with management the Compensation Discussion and Analysis and, based on such review and discussion, determines whether to recommend its inclusion in the Company’s annual report on Form 10-K and annual proxy statement, and produces the annual report on executive compensation for inclusion in the annual proxy statement. The Compensation Committee may engage a compensation consultant to assist in the design of the executive compensation program and the review of its effectiveness. The CEO makes recommendations to the Compensation Committee regarding compensation for executive officers other than himself for approval by the Compensation Committee, and the Compensation Committee delegates to senior management the authority to administer certain aspects of the compensation program for non-executive officers, including certain equity award grant authority subject to the requirements of applicable law and the terms of our equity plan. Independence: All of the members of the Compensation Committee are independent as defined in the rules and regulations of the SEC and the NYSE listing standards, including with respect to service on the Compensation Committee. Meetings: The Compensation Committee held four meetings in 2025. | Members: • Mr. Ahern (Chair) • Ms. DeFlorio • Mr. Sholem |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
Nominating and Sustainability Committee
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| Responsibilities: The Nominating and Sustainability Committee identifies individuals qualified to become members of our Board and recommends to our Board the persons to be nominated as directors at each annual meeting of stockholders; recommends to our Board qualified individuals to fill vacancies on our Board; reviews and recommends to our Board qualifications for committee membership and committee structure and operations; recommends directors to serve on each committee; develops and recommends to our Board corporate governance policies and procedures in compliance with the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and other rules and regulations relating to our corporate governance; oversees sustainability matters; reviews and makes recommendations regarding any waivers under our Code of Business Conduct and Ethics with respect to officers and directors; and leads our Board in its annual review of the performance of our Board and works with other committees to ensure an effective and consistent process for annual committee reviews. Independence: All of the members of the Nominating and Sustainability Committee are independent as defined in the NYSE listing standards. Meetings: The Nominating and Sustainability Committee held four meetings in 2025. | Members: • Mr. MacFarlane (Chair) • Ms. Abraham • Mr. Sholem |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
RISK OVERSIGHT Management is responsible for the day-to-day management of risks, while the Board, as a whole and through our Audit Committee, is responsible for overseeing the risk assessment and risk management functions of the Company. The Board has delegated responsibility for reviewing our policies with respect to risk assessment and risk management to our Audit Committee through its charter. The Board has determined that this oversight responsibility can be most efficiently performed by our Audit Committee as part of its overall responsibility for providing independent, objective oversight with respect to our accounting and financial reporting functions, internal and external audit functions, systems of internal control over financial reporting, security of information technology systems and data, cybersecurity and legal and regulatory compliance. Our Audit Committee regularly reports to the Board with respect to its oversight of these areas. In addition, our Compensation Committee oversees risks related to our compensation policies and practices, and our Nominating and Sustainability Committee oversees risks related to our corporate governance structure and sustainability program. Our Board committees regularly report to the Board regarding their respective areas of oversight, including any risks arising from these areas. COMPENSATION OF DIRECTORS Director Compensation Program Our director compensation program is intended to align the interests of our directors and our stockholders. During 2025, our non-employee directors were compensated in the form of an annual cash retainer. In 2024, our non-employee directors received an upfront RSA grant equal in value to $300,000 (“2024 Director RSAs”). The 2024 Director RSAs vest ratably on an annual basis over three years, subject to continued service on the Board. The first vesting event for the 2024 Director RSAs occurred on October 15, 2025.
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| Component | Amount | Vesting/Payable | | Fixed-Dollar Upfront Grant | Equal in value to $300,000 upon initial appointment | Ratably over 3 years | | Annual Cash Retainer | $75,000 | Quarterly in cash |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
The director who serves as the Chairman of the Board receives an annual fee of $100,000 in addition to the fees paid to all non-employee directors, which is paid quarterly in cash. Additionally, for Board meetings in excess of eight per year, non-employee directors will be paid a meeting fee in cash of $2,000 per meeting and the non-employee Chairman of the Board will be paid a meeting fee in cash of $3,000 per meeting. Non-employee directors are also paid fees for service on certain committees, which are paid quarterly in cash.
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| | ADDITIONAL ANNUAL FEE | | | Committee | Chair ($) | Other Member ($) | | Audit Committee | 25,000 | 12,500 | | Compensation Committee | 20,000 | 10,000 | | Nominating and Sustainability Committee | 15,000 | 7,500 |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
Additionally, for committee meetings per year in excess of six for the Audit Committee, four for Compensation Committee and four for the Nominating and Sustainability Committee, each non-chair member of such committees will be paid a meeting fee in cash of $2,000 per meeting, and the chair of each such committee will be paid a meeting fee in cash of $3,000 per meeting. Each director is also reimbursed for expenses incurred in attending Board and committee meetings because we view meeting attendance as integrally and directly related to the performance of the directors’ duties. 2025 Director Compensation In accordance with the compensation program described above, our non-employee directors received the following compensation during 2025:
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| Director Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Terrance R. Ahern | 207,500 | — | 207,500 | | Linda B. Abraham | 95,000 | — | 95,000 | | Jane E. DeFlorio | 110,000 | — | 110,000 | | Victor B. MacFarlane | 90,000 | — | 90,000 | | Alexander Otto | 75,000 | — | 75,000 | | Barry A. Sholem | 92,500 | — | 92,500 |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
(1) As of December 31, 2025, each of the directors owned 8,632 unvested RSAs, which will vest ratably and in equal amounts on October 15, 2026 and October 15, 2027. Dividends declared with respect to the unvested shares will be paid at the same time such dividends are paid to other holders of the Company’s common stock. DIRECTOR STOCK OWNERSHIP GUIDELINES Each non-employee director must own shares of common stock or common stock equivalents with an aggregate market value of no less than five times the cash portion of the annual retainer paid to a director (in other words, $375,000 worth of shares). This ownership requirement generally must be met no later than the fifth anniversary of the date restricted stock or common stock comprising a component of the director’s compensation are first granted to the director, and on each December 31st thereafter. Our Board established this particular level of stock ownership for our non-employee directors in order to align the interests of our non-employee directors with the investment interests of our stockholders. To this end, and unless otherwise approved by the Nominating and Sustainability Committee, each non-employee director is required to retain at least 50% of the common stock and common stock equivalents received by the director as compensation until such time as the minimum stock ownership requirement has been satisfied. As of December 31, 2025, all of our non-employee directors owned sufficient common stock or common stock equivalents to meet the requirements set forth in our stock ownership guidelines even though such requirements are not required to be met until October 15, 2029. INSIDER TRADING POLICY The Company has adopted a policy on insider trading (the “Insider Trading Policy”) governing the purchase, sale or other disposition of the Company’s securities by Curbline directors, officers, employees and certain of their related persons, and the Company, in order to promote compliance with insider trading laws, rules and regulations. In general, the Insider Trading Policy prohibits trading in Company securities, or in the securities of any other publicly held company by the Company’s directors, officers, employees and certain of their related persons at any time when they are in possession of material nonpublic information regarding the issuer of such securities. To help prevent violations of insider trading rules, the Insider Trading Policy requires all directors and officers at or above the level of senior vice president or an equivalent position to pre-clear all transactions in Company securities (and the adoption, amendment or termination of any 10b5-1 trading plan) with the Company’s general counsel. The Insider Trading Policy also imposes quarterly trading blackout periods which commence at the end of each fiscal quarter or year and expire at the close of business on the first business day following the release of financial results for such period. HEDGING AND PLEDGING POLICY Our Board has adopted a policy prohibiting our directors and employees who are officers at or above the level of Vice President (or an equivalent position) from (1) holding Company stock in a margin account, (2) pledging Company stock as collateral for a loan or (3) using Company stock in hedging transactions, such as zero-cost collars, forward sale contracts, equity swaps and similar arrangements because the Board determined that such a policy is in the best interests of the Company and our stockholders. Currently, all directors, executive officers and, to our knowledge, other covered employees are in compliance with the applicable requirements of the Company’s policy. Proposal Two: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are providing our stockholders with the opportunity to cast a non-binding advisory vote on the following resolution at the Annual Meeting: RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the “Compensation Discussion and Analysis,” compensation tables and related narratives and descriptions in our proxy statement for the 2026 Annual Meeting of Stockholders, is hereby APPROVED. This advisory vote, commonly known as a “Say-on-Pay” vote, gives you the opportunity to express your views about the compensation we pay to our named executive officers, as described in this proxy statement. The Board believes that our executive compensation program is designed appropriately and working effectively to help ensure that we compensate our named executive officers for the achievement of annual and long-term performance goals that will enhance stockholder value. Before you vote, please review the sections captioned “Compensation Discussion and Analysis” and “Executive Compensation Tables and Related Disclosure” below. These sections describe our named executive officer pay programs and the rationale behind the decisions made by our Compensation Committee. You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution. The result of the Say-on-Pay vote will not be binding on us or our Board. However, the Board values the views of our stockholders, and the Board and Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions. BOARD RECOMMENDATION: “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS We believe that you should vote “FOR” the approval, on a non-binding advisory basis, of our named executive officer compensation, which, as described more fully under the section captioned “Compensation Discussion and Analysis,” we have designed to have strong links to operating and financial performance. At-risk elements such as annual incentives and long-term equity incentives comprised a significant portion of our overall executive remuneration. For these incentive plans, we established goals and objectives so that the level of compensation received appropriately corresponded to the executives’ contributions to the Company’s achievements. In addition, the vesting requirements of service-based equity awards are designed to encourage the retention of our named executive officers and the creation of stockholder value. We believe you should vote “FOR” the 2025 compensation of our named executive officers because it was aligned with our actual 2025 performance and appropriately reflects the Company’s achievements resulting from their leadership. Compensation Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the proxy statement for the 2026 Annual Meeting of Stockholders for filing with the SEC.
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| Compensation Committee Terrance R. Ahern, Chair Jane E. DeFlorio Barry A. Sholem |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
Compensation Committee Interlocks and Insider Participation The members of the Compensation Committee during 2025 were Terrance R. Ahern, Jane E. DeFlorio and Barry A. Sholem. None of our executive officers serves or has served on the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity for which any of the members of our Compensation Committee at the same time serves or served as an executive officer. Also, none of our executive officers serves or served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity, one of whose executive officers at the same time serves or served as a member of our Board. Compensation Discussion and Analysis In this Compensation Discussion and Analysis, we provide an overview and analysis of the compensation awarded to or earned by our named executive officers ("NEOs") identified in the Summary Compensation Table below during 2025, including the elements of our compensation program for NEOs, material compensation decisions made by the Compensation Committee under that program for 2025 and the material factors considered in making those decisions. Our NEOs for the year ended December 31, 2025 are: David R. Lukes—President and Chief Executive Officer; Conor M. Fennerty—Executive Vice President, Chief Financial Officer and Treasurer; John M. Cattonar—Executive Vice President and Chief Investment Officer; and Lesley H. Solomon—Executive Vice President, General Counsel & Corporate Secretary. executive summary 2025 Performance Highlights Highlights of 2025 performance include the following: • Achieved net income of $39.8 million, or $0.37 per diluted share, and Operating FFO attributable to Curbline of $112.0 million, or $1.06 per diluted share, for the year.* • Acquired 79 convenience shopping centers for an aggregate purchase price of $788.4 million. • Generated same property net operating income growth of 3.3% in 2025.* • Aggregate 2025 capital expenditures as a percentage of net operating income were significantly less than the shopping center industry average for the comparable period.* • Signed new leases and renewals for approximately 0.5 million square feet of GLA, which included approximately 0.2 million square feet of new leasing volume. • Achieved cash new leasing spreads of 19.4% and cash renewal leasing spreads of 8.0% and straight-lined new leasing spreads of 34.6% and straight-lined renewal leasing spreads of 18.3%, for comparable leases executed in 2025. • Declared four quarterly cash dividends of $0.16 per share of common stock paid in each of April, July, and October 2025 and January 2026 and a special cash dividend of $0.03 per share of common stock paid in January 2026. ___________ *Operating FFO, same property net operating income and net operating income are non-GAAP metrics. See Annex A for more information about non-GAAP financial measures disclosed in this proxy statement, including a reconciliation to the most comparable measure calculated in accordance with GAAP. Summary of 2025 NEO Target Compensation As further described throughout this Compensation Discussion and Analysis, our 2025 compensation program consisted principally of base salary, annual incentive awards and annual long-term incentive awards. The base salary and target award values for each of our NEOs are included in the table below.
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| Name | Base Salary ($) | Target Annual Incentive ($) | Target Annual Long-Term Incentive ($) | | David R. Lukes | 50,000 | 1,000,000 | 800,000 | | Conor M. Fennerty | 600,000 | 600,000 | 850,000 | | John M. Cattonar | 500,000 | 500,000 | 750,000 | | Lesley H. Solomon | 400,000 | 200,000 | 250,000 |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
2025 Annual Incentive Compensation Program Overview Our 2025 annual performance-based incentive compensation program for our NEOs was adopted by the Compensation Committee in February 2025 and was based upon a combination of quantitative and qualitative performance measures. 50% of our NEOs’ annual incentive awards for 2025 were linked to the Company’s performance during the year with respect to one key metric: Operating FFO. The remaining 50% of the annual incentive award determinations involved a qualitative assessment of each NEO’s performance with particular consideration given to the achievement of goals for which each executive was individually responsible. According to this design, and based on the achievements highlighted above and discussed in further detail below, the Compensation Committee approved annual incentive payouts to Messrs. Lukes, Fennerty and Cattonar and Ms. Solomon for 2025 in the amounts of $2,000,000, $900,000, $750,000 and $300,000, respectively, which represented the maximum level of the annual incentive award opportunities provided in their employment agreements. Mr. Lukes elected to receive his annual incentive payout in service-based LTIP units that will vest ratably on an annual basis over three years (resulting in a 20% increase in the aggregate amount to $2,400,000) as permitted by his employment agreement. In accordance with their employment agreements, annual incentives were paid to Messrs. Fennerty and Cattonar and Ms. Solomon in cash. 2025 Long-Term Incentive Compensation Program Overview Annual Service-Based Equity Awards. Pursuant to the terms of their employment agreements and the Curbline Properties Corp. 2024 Equity and Incentive Compensation Plan (the “2024 Equity Plan”), on February 22, 2025, Mr. Lukes was granted 32,391 service-based LTIP units having a value of approximately $800,000, which grant will generally vest ratably on an annual basis over three years, and Messrs. Fennerty and Cattonar and Ms. Solomon were granted 10,124, 6,076 and 4,052 service-based RSAs having a value of approximately $250,000, $150,000 and $100,000, respectively, which grants will generally vest ratably on an annual basis over four years. 2025 PRSAs. Pursuant to the terms of their employment agreements and the 2024 Equity Plan, on October 15, 2025, Messrs. Fennerty and Cattonar and Ms. Solomon were granted PRSAs having “target” values of approximately $600,000, $600,000 and $150,000, respectively, subject to an approximately three-year performance period beginning on October 15, 2025 and ending on November 20, 2028. These PRSAs may become earned and vested after the end of the performance period, if at all, based (1) 50% on the percentile rank of the Company’s TSR measured over the performance period as compared to the TSR of a defined group of peer companies and (2) 50% on the absolute growth of the Company’s Operating FFO, with a maximum payout of 250% of target and subject generally to the executives’ continued employment with us. Pursuant to the terms of his employment agreement and the 2024 Equity Plan, Mr. Lukes received a one-time performance-based equity award in the form of LTIP units in October 2024, and is not entitled to receive any other performance-based equity awards during the term of his agreement. Investor Outreach We proactively meet with our largest stockholders from time to time in order to discuss a variety of topics regarding the Company and to give these investors an opportunity to raise questions and provide our management team with feedback. Since January 1, 2025, we have held meetings with 14 of our 25 largest institutional investors who we believe collectively own, together with Alexander Otto, over 59% of our shares of common stock as of December 31, 2025. Topics of discussion in these meetings often include executive compensation, the composition of our Board of Directors and other corporate governance matters. Based on the discussion of our executive compensation program at these meetings, we believe that these investors understand our executive compensation program and have a favorable view of the alignment of pay and performance created by the program’s significant use of performance-based equity. Based on these meetings, we are not aware of any significant stockholder concerns regarding our pay practices or executive compensation program. Additionally, we have provided additional details throughout this Compensation Discussion and Analysis further describing the performance metrics applicable to our performance-based incentive awards (both annual and long-term). Compensation program design Compensation Philosophy and Objectives Our primary executive compensation objectives are to: • attract, retain and motivate executives who can execute our strategy and maintain and grow the value of the Company and its assets over the long term; • reward executives on an annual basis in a manner aligned with our financial performance, organizational objectives and their individual performance; • retain and align the management team’s long-term interests with our stockholders through long-term service-based and performance-based equity participation and ownership; and • ensure that the cost of the compensation program is reasonable to stockholders. The Compensation Committee oversees the design and administration of the Company’s executive compensation programs. Our compensation programs reward executives not only for delivering superior returns but also for achieving financial and non-financial measures of performance that enhance long-term stockholder and stakeholder value. The following are key features of our executive compensation programs. Pay Aligned With Performance Our executive compensation is aligned with Company performance. Approximately 65% of the targeted level of annualized compensation for our CEO is variable and “at risk” based on Company performance. Further, and as described in more detail in the “Executive Compensation Tables and Related Disclosure” section, less than $100,000 of his compensation is fixed, and the remainder of his non-performance based compensation is structured as a One-Time Salary Equity Award and annual time-based equity grants with their value tied to the Company’s share price and the CEO’s continued service with the Company. As a result, a total of 98% of our CEO’s target annualized compensation is variable and “at risk.” For these reasons, our Compensation Committee believes our CEO’s compensation program: (i) provides a strong incentive to execute our strategy expeditiously, (ii) offers significant upside balanced against downside risk, and (iii) is clearly aligned with the best interests of our stockholders. * Includes the annualized target value of the one-time performance-based LTIP units award granted in October 2024 that remains subject to performance-based vesting. ** Annual incentive is shown at the target level. The annual incentive payout ranges from $0 (below threshold) to $2,000,000 (maximum). Mr. Lukes can elect to receive the value of his annual incentive award in service-based RSAs or LTIP units at a 20% premium. *** Includes the annualized grant date fair value of service-based LTIP units granted to Mr. Lukes in October 2024, referred to as his One-Time Salary Equity Award which remains subject to service-based vesting, as well as the service-based equity awards granted to Mr. Lukes annually during the term of his employment agreement. Role of the Compensation Committee and Management in Executive Compensation
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
The Compensation Committee has overall responsibility for the compensation programs provided to our NEOs. Pursuant to the Compensation Committee’s charter, the Compensation Committee has the authority to review and approve the compensation for executive officers, including the review and approval of the design and implementation of any incentive arrangements, equity compensation and supplemental retirement programs. Consistent with this authority, the Compensation Committee generally establishes financial performance metrics and targets used for annual performance-based incentives, conducts an in-depth review of performance against these objectives and subjectively evaluates individual performance, reviews from time to time market pay practices as they relate to both cash-based and equity-based award programs primarily to remain informed about general compensation trends in the market, designs and adopts our long-term equity incentive compensation programs and specifically approves compensation arrangements for our NEOs. Our CEO provides significant input in setting the compensation for our other NEOs by providing the Compensation Committee with an evaluation of their performance and making recommendations for any adjustments to their base and target annual incentive compensation. The Compensation Committee can accept, reject or modify the CEO’s recommendations as it sees fit, subject to the terms of any applicable employment agreement. Role of the Compensation Consultant in Executive Compensation During 2025, the Compensation Committee engaged Gressle & McGinley as its independent compensation consultant. Gressle & McGinley was selected as the advisor to the Compensation Committee based on its extensive knowledge of the REIT sector, especially retail REITs, its experience with our predecessor, including advising with respect to each of our NEO’s employment agreements, which were assigned to the Company in connection with the Spin-Off, and its deep knowledge and experience in designing executive compensation programs over the past 30 years across multiple sectors of the economy. The Compensation Committee has assessed the independence of Gressle & McGinley, as required under NYSE listing rules. The Compensation Committee has also considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Gressle & McGinley. Based on this review, the Compensation Committee is not aware of any conflict of interest that has been raised by the work performed by Gressle & McGinley. Among other matters, Gressle & McGinley has assisted the Compensation Committee with the year-end performance review of our NEOs, including performance as compared to the targets set forth in our 2025 annual incentive plan, and the analysis of whether any aspects of the Company’s compensation policies and practices create or encourage the taking of risks that could reasonably be expected to cause a material adverse impact on the Company. 2025 NEO Compensation Program 2025 Base Salary Levels Each NEO’s current base salary is set forth in his or her respective employment agreement as follows:
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| Name | 2025 Base Salary ($) | | David R. Lukes | 50,000 | | Conor M. Fennerty | 600,000 | | John M. Cattonar | 500,000 | | Lesley H. Solomon | 400,000 |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
Pursuant to his employment agreement, in addition to Mr. Lukes’ annual base salary of $50,000, on October 15, 2024, he received an award of $2.7 million in service-based LTIP units, reflecting the equivalent of additional annual salary of $750,000 per year over the three-year term of his employment agreement, plus a 20% premium due to the form of payment being made in a form of equity rather than cash, referred to as his One-Time Salary Equity Award. The One-Time Salary Equity Award generally vests ratably on an annual basis over four years on each anniversary of the grant date. 2025 Annual Incentive Compensation Design The employment agreements with our NEOs specify threshold, target and maximum annual incentive amounts, as specific dollar amounts with respect to Mr. Lukes, or as a percentage of year-end base salary for our other NEOs. Our NEOs are not guaranteed an annual incentive payment and each NEO’s annual incentive payment can be as low as zero or as high as the maximum amount set forth in his or her agreement based on the degree of achievement of corporate performance measures established by the Compensation Committee in the beginning of each year and individual performance. Expressed in dollar values, the minimum, threshold, target and maximum annual incentive award payable to each of our NEOs for 2025 pursuant to the terms of his or her employment agreement were as follows:
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| | Dollar Value of | | | | | | Name | Minimum Payout ($) | Threshold Payout ($) | Target Payout ($) | Maximum Payout ($) | Maximum Payout as a Percentage of Base Salary | | David R. Lukes | — | 500,000 | 1,000,000 | 2,000,000 | 250%(1) | | Conor M. Fennerty | — | 300,000 | 600,000 | 900,000 | 150% | | John M. Cattonar | — | 250,000 | 500,000 | 750,000 | 150% | | Lesley H. Solomon | — | 100,000 | 200,000 | 300,000 | 75% |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
(1) As discussed above under “2025 Base Salary Levels,” Mr. Lukes receives a $50,000 annual base salary paid in cash, and, in 2024, he also received the One-Time Salary Equity Award, which reflected an additional annual salary of $750,000 per year plus a 20% premium due to the form of payment being equity rather than cash. The 2025 annual incentive compensation program for our NEOs was established by the Compensation Committee in February 2025 and used both a company-wide quantitative performance metric as well as qualitative objectives. In each case, the Compensation Committee believed that the performance measures were appropriate because their achievement was expected to contribute to our long-term success and the creation of value for our stockholders. The quantitative metric, namely Operating FFO, comprised 50% of the program’s overall assessment of each NEO’s performance for 2025. The remaining 50% of the annual incentive compensation program involved a qualitative assessment of each NEO’s performance, with consideration given to the achievement of goals for which each executive was individually responsible. The following table shows the threshold, target, maximum, and actual performance level for the quantitative performance metric for 2025. For performance between threshold and target or target and maximum, the bonus amount is determined using straight-line interpolation. Performance at or above the maximum level results in a maximum level payout with respect to the quantitative performance metric. Performance below the threshold level results in no payout with respect to the quantitative performance metric.
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| Performance Metric | Threshold ($) | Target ($) | Maximum ($) | Actual ($) | | Operating FFO Per Share(1) | 0.97 | 0.99 | 1.01 | 1.06 |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
_________________________ (1) For more information regarding the Company’s calculation of FFO and Operating FFO and a reconciliation to net income, see Annex A. Annual Incentive Compensation Decisions With respect to the quantitative performance metric of the 2025 annual incentive compensation program, which comprised 50% of each NEO’s overall assessment of 2025 performance, the Company achieved 2025 Operating FFO of $1.06 per share, which exceeded the maximum level and therefore resulted in a maximum level payout for that component for each NEO. With respect to the qualitative components of the 2025 annual incentive compensation program, the Compensation Committee recognized the NEOs’ collective contributions to strong 2025 operating results and also considered the following individual achievements: For Mr. Lukes: leadership in transactional activity, capital allocation decisions and operations; leadership in Board strategy discussions; and increasing the organization’s visibility through interviews and other media opportunities. • For Mr. Fennerty: leadership with respect to capital raising transactions to fund the Company’s growth strategy, including entering into a new term loan for $150 million, executing two private placement notes offerings for a total of $350 million, and implementing a $250 million ATM program and a $250 million share repurchase program; obtaining the Company’s inaugural investment grade credit rating of BBB; leadership of the Company’s investor relations program; leadership of the Company’s Sustainability reporting steering committee; and leadership with respect to the Company’s risk management program. • For Mr. Cattonar: the acquisition of 79 convenience centers for an aggregate price of approximately $788 million; growing and managing a nationwide transactions team; developing the Company’s network and systems for sourcing transactions; and adopting new technology solutions to streamline transaction management. • For Ms. Solomon: legal execution of capital raising transactions, including a new term loan for $150 million, two private placement notes offerings for a total of $350 million, and implementing a $250 million ATM program and a $250 million share repurchase program. Based on these quantitative results and qualitative assessments, the Compensation Committee determined that each NEO had achieved the maximum overall level of performance under the 2025 incentive compensation program thereby entitling Messrs. Lukes, Fennerty and Cattonar and Ms. Solomon to 2025 incentive payments of $2,000,000, $900,000, $750,000 and $300,000, respectively, which represented the maximum incentive award opportunity under their respective employment agreements. In lieu of cash, Mr. Lukes’ employment agreement entitles him to elect to receive all or a portion his annual incentive compensation in the form of service-based LTIP units that vest ratably on an annual basis three-year vesting schedule and a 20% increase. In December 2024, Mr. Lukes informed the Company of his election to receive his 2025 annual incentive compensation payout entirely in the form of LTIP units, which resulted in an increase in his award to $2,400,000. In accordance with their employment agreements, annual incentive payments were provided to Messrs. Fennerty and Cattonar and Ms. Solomon in cash. Long-Term Incentive Plan Design The employment agreements set out the long-term incentive design elements for our NEOs. For each of our NEOs, the long-term incentive opportunities are based on a mix of performance and service-based equity incentives comprised of either restricted stock or LTIP units granted under our 2024 Equity Plan. While the target and maximum award amounts and service-based vesting requirements for each of the long-term incentive awards are set out in the employment agreements, the Compensation Committee will establish applicable performance metrics for each performance-based award, 50% of which is required by the employment agreements to be based on relative TSR. A significant portion of each NEO’s total long-term incentive award will be tied to these metrics, reflecting our philosophy that pay be linked to the financial performance of Curbline and to help ensure alignment of pay and performance. Annual Service-Based Equity Awards. Pursuant to the terms of their employment agreements and the 2024 Equity Plan, on February 22, 2025, Mr. Lukes was granted 32,391 LTIP units having a value of approximately $800,000, which grant will generally vest ratably on an annual basis over three years, and Messrs. Fennerty and Cattonar and Ms. Solomon were granted 10,124, 6,076 and 4,052 service-based RSAs having values of approximately $250,000, $150,000 and $100,000, respectively, which grants will generally vest ratably on an annual basis over four years. Distributions are paid on these service-based LTIP units and RSAs on a current basis. 2025 Performance-Based RSA Awards. Pursuant to the terms of their employment agreements, on October 15, 2025, Messrs. Fennerty and Cattonar and Ms. Solomon were granted PRSAs having “target” values of approximately $600,000, $600,000 and $150,000, respectively, subject to an approximately three-year performance period beginning on October 15, 2025 and ending November 20, 2028. These PRSAs may become earned and vested after the end of the performance period, if at all, based (1) 50% on the percentile rank of the Company’s TSR measured over the performance period as compared to the TSR of a defined group of peer companies and (2) 50% on the absolute growth of the Company’s Operating FFO per diluted share, subject generally to the executives’ continued employment with us. The maximum amount that can be earned pursuant to these PRSAs is 250% of target value. Distributions will be paid on the PRSAs in cash on a deferred and contingent basis only with respect to the shares that vest. The relative TSR component will be determined based on achievement of the following performance levels, with straight-line interpolation used to determine the amount earned for performance between threshold and target or target and maximum.
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| Performance Level | Relative TSR | Percentage of Target Value Earned | | Below Threshold | Below 33rd percentile | 0% | | Threshold | 33rd percentile | 25% | | Target | 55th percentile | 50% | | Maximum | 70th percentile or above | 125% |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
For these purposes, the peer companies consist of Acadia Realty Trust, Brixmor Property Group Inc., Federal Realty Investment Trust, InvenTrust Properties Corp., Kimco Realty Corporation, Kite Realty Group Trust, Phillips Edison & Company Inc., Regency Centers Corporation, Saul Centers Inc., Tanger Factory Outlet Centers and Urban Edge Properties, subject to adjustment in certain circumstances (the “Performance Equity Peers”). These 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 shares of the Company’s common stock during the performance period are deemed reinvested in additional shares of the Company’s common stock. As discussed further below under “—2024 Performance-Based LTIP Unit Award for CEO,” our Compensation Committee adopted absolute Operating FFO per share growth rate metrics for the long-term performance awards based on multi-year sector projections for shopping center REIT earnings growth and other factors. The Company does not otherwise provide multi-year projections of operating performance and has determined that including the Operating FFO targets based on these multi-year projections would result in competitive harm. Operating FFO will be calculated consistent with the Company’s calculation for disclosure in its annual and quarterly filings with the SEC, subject to adjustment to exclude lease termination fees. 2024 Performance-Based LTIP Unit Award for CEO. Pursuant to the terms of his employment agreement and the 2024 Equity Plan, Mr. Lukes received a one-time performance-based equity award in the form of LTIP units in October 2024 with a five-year performance period (the “One-Time Performance Equity Award”), and is not entitled to receive any other performance-based equity awards during the three-year term of his agreement. The One-Time Performance Equity Award had a “target” value of $7.2 million as provided in his employment agreement, which may be earned from 0% to 250% of target based (1) 50% on the percentile rank of the Company’s TSR measured over the performance period as compared to the TSR of a defined group of peer companies and (2) 50% on the absolute growth of the Company’s Operating FFO per diluted share. In general, the One-Time Performance Equity Award will be earned based on performance evaluated at the end of approximately three-year, four-year and five-year performance periods regarding 25%, 50% and 100%, respectively, of the target award (in each case from 0% to 250% of target). LTIP units earned in years four and five will be reduced by the number of LTIP units previously earned in prior years. Distributions on the One-Time Performance Equity Award will be paid in cash on a deferred and contingent basis only with respect to the LTIP units that vest. The relative TSR component for Mr. Lukes’ One-Time Performance Equity Award will be determined based on achievement of the following performance levels, with straight-line interpolation used to determine the amount earned for performance between threshold and target or target and maximum.
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| Performance Level | Relative TSR | Percentage of Target Value Earned Year 3 | Percentage of Target Value Earned Year 4 | Percentage of Target Value Earned Year 5 | | Below Threshold | Below 33rd percentile | 0% | 0% | 0% | | Threshold | 33rd percentile | 6.25% | 12.5% | 25% | | Target | 55th percentile | 12.5% | 25.0% | 50% | | Maximum | 70th percentile or above | 31.25% | 62.5% | 125% |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
For these purposes, the peer companies consist of the Performance Equity Peers. As discussed above, our Compensation Committee adopted absolute Operating FFO per share growth rate metrics for the long-term performance awards based on multi-year sector projections for shopping center REIT earnings growth and the Company’s position as the first public company focused on acquiring a significant number of convenience center assets. The Compensation Committee also took into account general economic conditions, the state of the capital markets and debt and equity capital availability for retail properties, and the interest rate environment. The Company does not otherwise provide multi-year projections of operating performance and has determined that including the Operating FFO targets based on these multi-year projections would result in competitive harm. Operating FFO will be calculated consistent with the Company’s calculation for disclosure in its annual and quarterly filings with the SEC, subject to adjustment to exclude lease termination fees. The maximum number of LTIP units that can be earned by Mr. Lukes pursuant to the One-Time Performance Equity Award for performance compared to relative TSR and Operating FFO growth goals combined for years three, four and five, are as set forth below, which amounts shall be reduced by LTIP units earned in prior years:
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
| | Total Number of LTIP Units That Can Be Earned | | | | Performance Level | Year 3 | Year 4 | Year 5 | | Below Threshold | — | — | — | | Threshold | 38,843 | 77,687 | 155,374 | | Target | 77,687 | 155,374 | 310,747 | | Maximum | 194,217 | 388,434 | 776,868 |
Continuing Directors whose Terms Expire at the 2027 Annual Meeting
In no event can Mr. Lukes earn more than 776,868 LTIP units pursuant to the One-Time Performance Equity Award. Additional information regarding each long-term incentive plan award are detailed in the section titled—“Employment Agreements with our NEOs” below. LTIP Units As discussed above, Mr. Lukes’ 2025 service-based equity award as well as his 2025 annual incentive award were granted in the form of LTIP units. In addition, in 2024, Mr. Lukes’ One-Time Salary Equity Award, and each of Mr. Lukes’ and Ms. Solomon’s performance-based equity awards were granted in the form of LTIP units. Pursuant to their employment agreements, each of our NEOs has the ability to elect to receive future performance-based and service-based equity incentive awards in the form of RSAs or LTIP units. LTIP units represent limited partnership units in the Operating Partnership, an entity through which the Company conducts its business, and are structured to qualify as “profits interests” for federal income tax purposes. The Compensation Committee may authorize the grant or sale of LTIP units subject to the Amended and Restated Agreement of Limited Partnership of Curbline Properties LP dated as of October 1, 2024 (our “Operating Partnership Agreement”) and our 2024 Equity Plan. Awards of LTIP units shall be valued by reference to our common stock. When issued, LTIP units do not have full parity, on a per unit basis, with the common units of the Operating Partnership (“common units”). To the extent that they receive sufficient allocations of book gain for tax purposes, the LTIP units can over time achieve full parity with common units, at which time vested LTIP units will be converted into common units on a one-for-one basis. Vested LTIP units that have not achieved full parity with common units may also convert into common units on less than a one-for-one basis based on relative capital accounts. Regular and other non-liquidating distributions will be made by the Operating Partnership with respect to unvested LTIP units as provided in the applicable award agreement for such units. Each common unit acquired upon conversion of a vested LTIP unit may be presented, at the election of the holder, for redemption for cash equal to the market price of a share of common stock of the Company, except that the Company may, at its election, acquire each common unit so presented for one share of common stock, subject to certain adjustments. Other Benefits and Information Employment Agreements. We have entered into employment agreements with each of our named executive officers. Information concerning the terms of our employment agreements with our named executive officers is provided in the section of this Proxy Statement entitled “Executive Compensation Tables and Related Disclosure – Employment Agreements.” Perquisites and Fringe Benefits. During 2025, the NEOs received certain additional benefits. The Compensation Committee, as applicable, believed that these benefits were reasonable and consistent with its respective overall compensation program and better enabled Curbline to attract and retain superior executive talent. During 2025 each of Messrs. Lukes, Fennerty and Cattonar and Ms. Solomon remained eligible for participation in SITE Centers’ health, life, disability and other insurance plans, and are now eligible for sick leave, reasonable vacation time, and other customary fringe benefits from Curbline generally on terms available to Curbline’s other employees. Pursuant to his employment agreement, Mr. Lukes is entitled to automobile service for business and personal use. The benefit includes all reasonable related maintenance, repairs, parking, gasoline, insurance and other reasonable costs and expenses. Pursuant to their employment agreements, Messrs. Lukes and Fennerty were entitled to reimbursement (up to an aggregate maximum in any calendar year of $25,000 for Mr. Lukes and $10,000 for Mr. Fennerty) for premiums for life, disability and/or similar insurance policies. Retirement Benefits. During 2025, Curbline maintained a tax-qualified 401(k) plan for its and SITE Centers’ employees pursuant to which Curbline and SITE Centers (for their respective employees) made semi-monthly employer contributions equal to 3% of the sum of the participant’s base salary plus annual cash performance-based incentive, subject to Internal Revenue Code limits. Deferred Compensation Plan. During 2025, Curbline maintained an elective deferred compensation plan, the Curbline Properties Corp. Elective Deferred Compensation Plan (the “Deferred Compensation Plan”). Pursuant to the Deferred Compensation Plan, certain Curbline officers can defer up to 100% of their base salaries and annual cash performance-based incentives, less applicable taxes and authorized benefits deductions. The Deferred Compensation Plan is a nonqualified plan and is an unsecured, general obligation of Curbline, and Curbline established and funded a “rabbi” trust to satisfy its payment obligations under this plan. Curbline provided an employer contribution to any participant who deferred compensation into the 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 Curbline 401(k) plan and the Deferred Compensation Plan, combined, and (2) the actual employer contribution provided under the Curbline 401(k) plan. Earnings on a participant’s deferred account are based on the results of the investment options available in the Deferred Compensation Plan that are selected by the participant (which are similar to the investment options available under the above-described Curbline 401(k) plan). Settlement is generally made in cash at a date determined by the participant at the time a deferral election is made. None of the NEOs elected to defer any portion of his or her 2025 cash compensation pursuant to the Deferred Compensation Plan. Other Compensation-Related Policies
Grant of Certain Equity Awards
Grant of Certain Equity Awards The Compensation Committee does not take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. Since the Spin-Off Date, the Company has not granted stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed material non-public information.
Compensation Program Risk Assessment
Compensation Program Risk Assessment The Compensation Committee periodically reviews our compensation policies and practices for all employees, including executive officers. As part of the review process, we identify the potential risk areas, and we assess whether our practices pose any actual risks. The Compensation Committee also uses its consultant, Gressle & McGinley, to independently consider and analyze the extent, if any, to which our compensation policies and practices might create risks for the Company, and this review also focuses on variable and incentive compensation elements, as well as policies and practices that could mitigate or balance any such incentives. The Compensation Committee last undertook this review in February 2026 and determined that our compensation programs are not reasonably likely to have a material adverse effect on us. In making this determination, the Compensation Committee considered that a significant portion of total executive compensation since the Spin-Off has been comprised of service-based LTIP units and RSAs that vest over several years and long-term performance-based LTIP units and PRSAs whose vesting is based on relative TSR and absolute Operating FFO growth over a multi-year period. The Compensation Committee believes that these equity award structures and the corresponding vesting conditions encourage actions and behaviors that increase long-term stockholder value rather than short-term risk taking. In addition, annual incentive compensation awarded to our executive officers is subject to a cap and is based on a combination of quantitative and qualitative performance metrics, thereby reducing the likelihood that our executives are overly focused on any single metric that might encourage risky behavior. Executive Compensation Tables and Related Disclosure SUMMARY COMPENSATION TABLE The following table summarizes the total compensation paid to or earned by our NEOs for the years ended December 31, 2025, December 31, 2024 and December 31, 2023. Amounts for 2023 reflect compensation paid to our NEOs by SITE Centers prior to the Spin-Off. Amounts for 2024 reflect compensation paid to our NEOs by SITE Centers through the Spin-Off Date, and by us after the Spin-Off Date.
Compensation Program Risk Assessment
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name And Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1)(3) | All Other Compensation ($)(4) | Total ($) | | David R. Lukes | 2025 | 50,000 | — | 789,045 | 2,400,000 | 40,916 | 3,279,961 | | Chief Executive Officer | 2024 | | | | | | | | and President | CURB | 12,500 | 500,000 | 17,826,831 | — | 333 | 18,339,664 | | | SITE | 675,000 | 1,687,500 | 5,527,064 | — | 44,737 | 7,934,301 | | | 2023 | 900,000 | — | 3,550,043 | 2,250,000 | 40,607 | 6,740,650 | | Conor M. Fennerty | 2025 | 600,000 | — | 1,252,912 | 900,000 | 21,497 | 2,774,409 | | Executive Vice President, | 2024 | | | | | | | | Chief Financial Officer and | CURB | 150,000 | 225,000 | 957,634 | — | 2,374 | 1,335,008 | | Treasurer | SITE | 450,000 | 675,000 | 1,529,418 | — | 17,723 | 2,672,141 | | | 2023 | 575,000 | — | 1,902,419 | 900,000 | 18,930 | 3,396,349 | | John M. Cattonar | 2025 | 500,000 | — | 1,154,302 | 750,000 | 11,781 | 2,416,083 | | Executive Vice President | 2024 | | | | | | | | and Chief Investment | CURB | 125,000 | 187,500 | 957,634 | — | 2,499 | 1,272,633 | | Officer | SITE | 375,000 | 562,500 | 1,232,791 | — | 12,016 | 2,182,307 | | | 2023 | 475,000 | — | 1,458,668 | 750,000 | 12,399 | 2,696,067 | | Lesley H. Solomon | 2025 | 400,000 | — | 350,287 | 300,000 | 12,000 | 1,062,287 | | Executive Vice President | 2024 | | | | | | | | General Counsel & Secretary | CURB | 100,000 | 75,000 | 239,409 | — | 4,333 | 418,742 | | | SITE | 192,308 | 143,836 | 396,774 | — | 7,565 | 740,483 | | | 2023 | — | — | — | — | — | — |