DEF 14A of SITE Centers Corp.
Filed Mar 31, 2026 · FY20250001193125-26-134508
2026 Proxy Statement Table of Contents
| CEO Pay Ratio | 31 | | Pay Versus Performance | 32 | | Pay Versus Performance Table | 32 | | Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results | 34 | | 9. Proposal Five: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm | | | Proposal Summary and Board Recommendation | 35 | | Fees Paid to PricewaterhouseCoopers LLP | 35 | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | 36 | | Auditor Independence | 36 | | Audit Committee Report | 36 | | 10. Corporate Governance and Other Matters | | | Codes of Ethics | 37 | | Reporting and Non-Retaliation Policy | 38 | | Related-Party Transactions | 38 | | Security Ownership of Certain Beneficial Owners | 38 | | Shareholder Proposals for 2027 Annual Meeting of Shareholders | 39 | | Householding | 40 | | Other Matters | 40 | | 11. Frequently Asked Questions | | | Why am I being provided with these proxy materials? | 41 | | Who is entitled to vote at the Annual Meeting? | 41 | | Why did I receive a notice in the mail regarding the availability of proxy materials instead of a paper copy of the proxy materials? | 41 | | Can I vote my shares by filling out and returning the Notice of Internet Availability of Proxy Materials? | 41 | | How do I attend and vote at the virtual Annual Meeting? | 41 | | How many votes do I have? | 42 | | How do I vote by proxy? | 42 | | May I revoke my proxy? | 43 | | Who is soliciting my proxy? | 43 | | What constitutes a quorum? | 43 | | What vote is required to approve each proposal assuming that a quorum is present at the Annual Meeting? | 44 | | Appendix A: Proposed Amendment to the Company’s Amended and Restated Code of Regulations to Increase Director Terms to Three Years | A-1 | | Appendix B: Proposed Amendment to the Company’s Amended and Restated Code of Regulations to Replace the Existing Majority Voting Power Quorum Requirement | B-1 |
2026 Director Nominees
2026 Director Nominees
2026 Director Nominees
| | | | | CURRENT COMMITTEE MEMBERSHIPS | | | | DIRECTOR NAME | AGE | SINCE | INDEPENDENT | AUDIT | COMPENSATION | NOMINATING AND CORPORATE GOVERNANCE | | Gary N. Boston | 57 | 2024 | Yes | Chair | ✔ | ✔ | | John M. Cattonar | 44 | 2024 | No | | | | | Cynthia Foster Curry | 63 | 2024 | Yes | ✔ | ✔ | Chair | | David R. Lukes | 56 | 2017 | No | | | | | Dawn M. Sweeney* | 66 | 2018 | Yes | ✔ | Chair | ✔ |
2026 Director Nominees
| * Chair of the Board |
2026 Director Nominees
Our Board of Directors (the “Board”) strives to maintain an independent, balanced and diverse set of Directors that collectively possess the skills and expertise to provide 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 57 years and the average tenure of our Director nominees is five years.
2025 Executive Compensation
| | | | | SITE CENTERS COMPENSATION | | | | | NAMED EXECUTIVE OFFICER | POSITION | SALARY | BONUS | STOCK AWARDS | NON-EQUITY INCENTIVE PLAN COMPENSATION | ALL OTHER COMPENSATION | TOTAL | | David R. Lukes | President and CEO | $0 | $0 | $0 | $0 | $0 | $0 | | Gerald R. Morgan | EVP and CFO | $500,000 | $300,000 | $0 | $0 | $12,000 | $812,000 | | John M. Cattonar | EVP and CIO | $0 | $0 | $0 | $0 | $0 | $0 | | Aaron M. Kitlowski | EVP and GC | $450,000 | $675,000 | $0 | $0 | $35,250 | $1,160,250 |
“FOR” ALL FIVE DIRECTOR NOMINEES
“FOR” ALL FIVE DIRECTOR NOMINEES
Director Nominees for Election at the Annual Meeting
Director Nominees for Election at the Annual Meeting Our Board consists of five Directors. The qualifications of our Board members are intended to include a mix of the skills and expertise that are relevant to our business and the execution of our disposition strategy. Our Board has nominated and recommends that shareholders vote “FOR” the election of each of the following Director nominees. All nominees currently serving as Directors were elected by the shareholders at the 2025 Annual Meeting. If Proposal Two is approved, all Directors will be elected for a term of three years. If Proposal Two is not approved, all Directors will be elected for a term of one year and shall hold office until the next succeeding annual meeting and until a successor is duly elected and qualified.
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, chair of the Compensation Committee and member of the Audit Committee and the 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 institutional investment firms and investment banks, and his service on other REIT public company boards. | DIRECTOR SINCE: 2024 AGE: 57 INDEPENDENT: YES COMMITTEES: • Audit (Chair) • Compensation • Nominating and Corporate Governance |
Director Nominees for Election at the Annual Meeting
| 6 | SITE Centers Corp. • 2026 Proxy Statement |
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: 44 INDEPENDENT: NO |
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: 63 INDEPENDENT: YES COMMITTEES: • Audit • Compensation • Nominating and Corporate Governance (Chair) |
Director Nominees for Election at the Annual Meeting
| SITE Centers Corp. • 2026 Proxy Statement | 7 |
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: 56 INDEPENDENT: NO |
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 practice. 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, a major tenant category at the Company’s properties. | DIRECTOR SINCE: 2018 AGE: 66 INDEPENDENT: YES COMMITTEES: • Audit • Compensation (Chair) • Nominating and Corporate Governance |
Director Nominees for Election at the Annual Meeting
| 8 | SITE Centers Corp. • 2026 Proxy Statement |
Independent Directors
Independent Directors Our Board has affirmatively determined that all Directors who served during 2025 (except for Messrs. Lukes and Cattonar) were, and all Directors nominated by the Board for election in 2026 (except for Messrs. Lukes and Cattonar) are, independent within the meaning of the rules of the NYSE and, as applicable, the rules of the SEC, including with respect to the applicable Director’s service on the Compensation Committee 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
Director Qualifications and Review of Director Nominees The Nominating and Corporate Governance 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 Corporate Governance 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 Corporate Governance 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 Corporate Governance 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 Corporate Governance 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 Corporate Governance 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 Corporate Governance 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 Corporate Governance Committee considers those guidelines described above. The Nominating and Corporate Governance 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 Corporate Governance Committee may, in its discretion, retain a search consultant to supplement the pool of potential Board candidates considered for nomination. Our Amended and Restated Code of Regulations sets forth the requirements with respect to the nomination of candidates for Director by shareholders.
Compensation of Directors
Compensation of Directors
Director Compensation Program
Director Compensation Program In 2025, our non-management Directors were compensated in the form of an annual cash retainer. They also continued to vest in the upfront restricted share unit (“RSU”) retainers granted to them in October 2024, which generally vest over a three-year period, as shown below, subject to the cash payment of dividend equivalents on a current basis. In effect, our Director compensation program is designed to provide independent Directors with target value equal to approximately $160,000 per year (based on the sum of the cash retainer and the annualized grant date value of the upfront RSU retainer) before payment of fees for serving as Chair of the Board or chair or member of the Board’s committees.
Director Compensation Program
| COMPONENT | AMOUNT | PAYABLE | | Upfront RSU Retainer | Originally valued at $300,000 when awarded in October 2024 | RSU award generally vests ratably on the first, second and third anniversaries of the grant date | | Annual Cash Retainer | $60,000 | Paid quarterly |
Director Compensation Program
| SITE Centers Corp. • 2026 Proxy Statement | 13 |
Director Compensation Program
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 $50,000 in addition to the fees paid to all non-management Directors. Fees are paid to committee members, the respective committee chairs and the Chair of the Board in quarterly installments in the form of cash. Each Director is also reimbursed for expenses incurred in attending in-person meetings.
Director Compensation Program
| | ADDITIONAL ANNUAL FEE | | | COMMITTEE | CHAIR ($) | OTHER MEMBER ($) | | Audit Committee | 25,000 | 12,500 | | Compensation Committee | 15,000 | 7,500 | | Nominating and Corporate Governance Committee | 15,000 | 7,500 |
Director Compensation Program
Each non-management Director is also paid a fee of $2,000 (or $3,000 for the applicable Chair) for each meeting of the Board that he or she attends commencing with the ninth meeting per year and for each committee meeting he or she attends commencing with the seventh meeting of the Audit Committee, the fifth meeting of the Nominating and Corporate Governance Committee and the fifth meeting of the Compensation Committee, per year.
2025 Director Compensation
2025 Director Compensation In accordance with the compensation programs described above, our non-management Directors received the following compensation during 2025:
2025 Director Compensation
| DIRECTOR NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($) (1) | TOTAL ($) | | Gary N. Boston | 114,000 | — | 114,000 | | Cynthia Foster Curry | 109,000 | — | 109,000 | | Dawn M. Sweeney | 166,000 | — | 166,000 |
2025 Director Compensation
| (1) As of December 31, 2025, each of our non-management Directors owned 11,628 unvested RSUs which were granted in October 2024 and will vest in equal installments in October 2026 and October 2027. The value of these RSUs was previously reported in our 2025 Proxy Statement . |
2025 Annual Incentive Compensation Program Overview
2025 Annual Incentive Compensation Program Overview Historically, the Committee has established both quantitative and qualitative performance metrics governing our annual incentive compensation program in the first quarter of each year. However, in recognition of the Company’s plan to explore the sale of a significant number of properties during the course of 2025, and the inability to forecast the timing and quantitative impact of these transactions, the Committee determined in February 2025 that payouts to employed executives (namely Messrs. Morgan and Kitlowski) under the 2025 annual incentive compensation program would be based entirely on the Committee’s year-end qualitative assessment of their performance (subject to the terms set forth in each executive’s employment agreement). Based on the Company’s achievements during 2025 highlighted above, the Committee awarded Messrs. Morgan and Kitlowski incentive compensation payouts of $300,000 and $675,000, respectively, which represented the maximum amount of the annual incentive award opportunities provided for under their employment agreements.
2025 Annual Incentive Compensation Program Overview
| 20 | SITE Centers Corp. • 2026 Proxy Statement |
Structure and Principal Elements of Our Executive Compensation Program
Structure and Principal Elements of Our Executive Compensation Program CEO and CIO. We do not employ our current CEO or CIO and the Company is not obligated to provide any direct or indirect compensation for their service as our current CEO or CIO. Further, to the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service as our CEO and CIO, respectively, during 2025. CFO Employment Agreement. In August 2024, the Company entered into an employment agreement with Mr. Morgan to serve as our EVP and CFO. The terms of the employment agreement reflect an arm’s length negotiation between Mr. Morgan and the Company. Mr. Morgan’s employment agreement generally includes the following key terms: (i) an annual base salary of not less than $500,000; (ii) an annual cash incentive opportunity of up to $300,000; (iii) a severance payment of $600,000 in the event Mr. Morgan’s employment is terminated by the Company without cause, by Mr. Morgan for good reason, or as a result of Mr. Morgan’s death or disability (in addition to certain other benefits). General Counsel Employment Agreement. In April 2024, the Company entered into a new employment agreement with Mr. Kitlowski, who has served as the Company’s EVP and General Counsel since 2017. Mr. Kitlowski’s employment agreement generally includes the following key terms: (i) an annual base salary of $450,000; (ii) an annual cash incentive opportunity ranging from 50% – 150% of his base salary; and (iii) a severance payment of $1,500,000 in the event his employment is terminated by the Company without cause or by Mr. Kitlowski for good reason. The agreement also provides various other benefits and the accelerated vesting of equity awards in the event that Mr. Kitlowski’s employment is terminated by the Company without cause, by Mr. Kitlowski for good reason, or as a result of Mr. Kitlowski’s death or disability (in addition to certain other benefits). 2025 Amendments to CFO and General Counsel Agreements. In order to further incentivize and promote their retention during the execution of the Company’s strategy to market its remaining properties for sale, in December 2025, the Company entered into amendments to its employment agreements with Messrs. Morgan and Kitlowski to change the cash severance payment for each executive in the event of a qualifying termination of their employment following a change in control of the Company (as described and defined in their employment agreements to include, but not be limited to, a sale of substantially all of the assets of the Company, or the liquidation or dissolution of the Company) to a multiple of 2.5 times the sum of (i) such executive’s applicable annual base salary rate plus (ii) such executive’s three-year average annual cash incentive or bonus payout, subject to certain exceptions and details, all as further described in the amendments. More information concerning the terms of our employment agreements with Messrs. Morgan and Kitlowski is provided in the section below entitled “Executive Compensation Tables and Related Disclosure – Employment Agreements.”
Role of the Committee and Management in Executive Compensation
| • | Considered the structure applicable to our 2025 annual bonus program; |
Role of the Committee and Management in Executive Compensation
| • | Analyzed and designed employment agreement amendments for Messrs. Morgan and Kitlowski (see “Compensation Discussion and Analysis – Compensation Program Design – Structure and Principal Elements of Our Executive Compensation Program – 2025 Amendments to CFO and General Counsel Agreements” above); and |
Role of the Compensation Consultant in Executive Compensation
Role of the Compensation Consultant in Executive Compensation During 2025, the Committee engaged Mercer (US) LLC (“Mercer”) as an independent compensation consultant for the specific purpose of evaluating the design and sufficiency of performance and retention incentives for our executive officers. Mercer was selected as the advisor to the Committee based on its knowledge of the REIT sector and extensive experience in designing executive compensation programs across multiple industry sectors. The Committee assessed the independence of Mercer, as required under NYSE listing rules. The Committee also considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Mercer. Based on this review, the Committee is not aware of any conflict of interest that has been raised by the work performed by Mercer. Mercer’s advice had no substantive impact on compensation paid to the Company’s named executive officers in 2025. More information concerning the Committee’s review of executive incentives during 2025 is provided in the section below entitled “Compensation Discussion and Analysis – 2025 Review of Executive Incentives.”
Annual Incentive Compensation Design
Annual Incentive Compensation Design The employment agreements with our employed named executive officers, namely Messrs. Morgan and Kitlowski, applicable in 2025 specified maximum (and in the case of Mr. Kitlowski, threshold and target) annual incentive amounts. These named executive officers were not guaranteed an annual incentive payment and each employed named executive officer’s annual incentive payment could have been as low as zero or as high as the maximum amount set forth in his agreement based on his performance. The structure of annual incentives for 2025 with respect to Messrs. Lukes and Cattonar were determined and paid by Curbline Properties without input from the Committee or the Company. Further, to the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service as our CEO and CIO, respectively, during 2025. Expressed in dollar values, the minimum and maximum (and in the case of Mr. Kitlowski, threshold and target) annual incentive award payable to each of our employed named executive officers for 2025 pursuant to the terms of his employment agreement, and the maximum amount expressed as a percentage of the executive’s base salary, were as follows:
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 | | | Gerald R. Morgan | $0 | N/A | N/A | $300,000 | 60% | | Aaron M. Kitlowski | $0 | $225,000 | $450,000 | $675,000 | 150% |
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 explore the sale of a significant number of properties during the course of 2025, and the inability to forecast the timing and quantitative impact of these transactions, the Committee determined in February 2025 that payouts under the 2025 annual incentive compensation program would be based entirely on the Committee’s year-end qualitative assessment of executive performance (subject to the terms set forth in each executive’s employment agreement).
Annual Incentive Compensation Decisions
Annual Incentive Compensation Decisions In evaluating performance of our employed named executive officers for 2025, the Committee considered their contributions to the overall execution of the Company’s strategy during 2025. In particular, the Committee considered the following key accomplishments:
Annual Incentive Compensation Decisions
| • | sold 14 wholly-owned properties for an aggregate gross sales price of approximately $752.5 million; |
Annual Incentive Compensation Decisions
| SITE Centers Corp. • 2026 Proxy Statement | 23 |
Annual Incentive Compensation Decisions
| • | repaid approximately $306.8 million of consolidated mortgage debt and had no consolidated indebtedness at December 31, 2025; |
Annual Incentive Compensation Decisions
| • | returned approximately $355.7 million to shareholders ($6.75 per share) through special dividends; and |
Annual Incentive Compensation Decisions
| • | in recognition of the volume of the Company’s asset sales and the reduced scale of its operations, in December 2025, the Company announced its intention to market its remaining properties for sale and monetize the value of its remaining joint venture investments. |
Annual Incentive Compensation Decisions
Based on its subjective evaluation of performance, the Committee determined that each executive was entitled to receive a payout equal to the maximum incentive award opportunity provided under their respective employment agreements, thereby entitling Messrs. Morgan and Kitlowski to 2025 incentive payments of $300,000 and $675,000, respectively. Incentive payments to Messrs. Morgan and Kitlowski were paid in cash in February 2026. The amount of annual incentives for 2025 with respect to Messrs. Lukes and Cattonar were determined and paid by Curbline Properties without input from the Committee or the Company. To the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any incentive compensation for 2025 specifically for their service to us as our CEO and CIO.
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($)(1)(2) | STOCK AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | David R. Lukes | 2025 | — | — | — | — | — | — | | Chief Executive Officer | 2024 | 675,000 | 1,687,500 | 5,527,064 | — | 44,737 | 7,934,301 | | and President | 2023 | 900,000 | — | 3,550,043 | 2,250,000 | 40,607 | 6,740,650 | | Gerald R. Morgan | 2025 | 500,000 | 300,000 | — | — | 12,000 | 812,000 | | Executive Vice President, Chief | 2024 | 125,000 | 87,500 | — | — | — | 212,500 | | Financial Officer and Treasurer | 2023 | — | — | — | — | — | — | | John M. Cattonar | 2025 | — | — | — | — | — | — | | Executive Vice President and | 2024 | 375,000 | 562,500 | 1,232,791 | — | 12,016 | 2,182,307 | | Chief Investment Officer | 2023 | 475,000 | — | 1,458,668 | 750,000 | 12,399 | 2,696,067 | | Aaron M. Kitlowski | 2025 | 450,000 | 675,000 | — | — | 35,250 | 1,160,250 | | Executive Vice President, General | 2024 | 445,962 | 900,000 | 1,432,897 | — | 36,158 | 2,815,017 | | Counsel and Secretary | 2023 | — | — | — | — | — | — |
2025 Summary Compensation Table
| (1) The amounts reported in columns (c) and (d) for 2025 include amounts deferred into our 401(k) plan (a qualified plan) and our elective deferred compensation plan (a nonqualified plan) by Messrs. Morgan and Kitlowski for the year ended December 31, 2025 as follows: Mr. Morgan, $20,750; and Mr. Kitlowski, $76,000. Under our elective deferred compensation plan, deferred amounts were to be payable to the named executive officer at a date specified by the named executive officer at the time of his deferral election in accordance with the provisions of the plan. As further described below, the elective deferred compensation plan was terminated on February 27, 2026. |
2025 Summary Compensation Table
| (2) The amounts reported in column (d) for Messrs. Morgan and Kitlowski reflect the amounts paid to them as their respective annual cash bonuses for 2025 pursuant to their respective employment agreements (determined on the basis of a qualitative, subjective evaluation of performance for 2025). For information about these bonuses, see “Compensation Discussion and Analysis — 2025 Compensation Program — Annual Incentive Compensation Decisions.” |
2025 Summary Compensation Table
| (3) The amounts shown in column (g) for the named executive officers for 2025 include: |
2025 Summary Compensation Table
| • | for Mr. Morgan, contributions to the 401(k) plan of $10,500 and disability insurance premiums; and |
2025 Summary Compensation Table
| • | for Mr. Kitlowski, contributions to the 401(k) plan and elective deferred compensation plan of $33,750 and disability insurance premiums. |
2025 Summary Compensation Table
| None of the amounts reported for the named executive officers for 2025 in column (g), if not a perquisite or personal benefit, exceeds $10,000 or, if a perquisite or personal benefit, exceeds the greater of $25,000 or 10% of the total amount of perquisites and personal benefits, except as disclosed in this footnote. |
2025 Summary Compensation Table
To the Company’s knowledge, Curbline Properties did not provide Messrs. Lukes and Cattonar with any compensation specifically for their service to us as our CEO and CIO, respectively, during 2025.
2025 Summary Compensation Table
| 26 | SITE Centers Corp. • 2026 Proxy Statement |
2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table No plan-based awards were made to named executive officers under the Company’s equity incentive compensation plan during 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| | STOCK AWARDS | | | NAME | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | | David R. Lukes | — | — | | Gerald R. Morgan | — | — | | John M. Cattonar | — | — | | Aaron M. Kitlowski | 96,246 | 617,899 |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (1) The amounts in this column with respect to Mr. Kitlowski reflect service-based RSUs that generally vest or vested as follows: |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| • | 2,136 on February 22, 2026; |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| • | 4,178 in equal installments on February 22, 2026 and 2027; |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| • | 12,901 on February 28, 2026; |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| • | 12,033 on February 28, 2027; and |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| • | 64,998 on April 8, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (2) These amounts were calculated based upon the closing price of our common shares on December 31, 2025 of $6.42. |
2025 Option Exercises and Stock Vested Table
2025 Option Exercises and Stock Vested Table
2025 Option Exercises and Stock Vested Table
| | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | David R. Lukes | — | — | | Gerald R. Morgan | — | — | | John M. Cattonar | — | — | | Aaron M. Kitlowski | 17,821 | 250,973 |
2025 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. |
2025 Nonqualified Deferred Compensation Table(1)
2025 Nonqualified Deferred Compensation Table(1)
2025 Nonqualified Deferred Compensation Table(1)
| NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) | AGGREGATE EARNINGS IN LAST FY ($)(2) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FYE ($) | | Elective Deferred Compensation Plan: | | | | | | | David R. Lukes | — | — | — | — | — | | Gerald R. Morgan | — | — | — | — | — | | John M. Cattonar | — | — | — | — | — | | Aaron M. Kitlowski | 45,000 | 23,250 | 53,981 | — | 498,430 |
2025 Nonqualified Deferred Compensation Table(1)
| SITE Centers Corp. • 2026 Proxy Statement | 27 |
2025 Nonqualified Deferred Compensation Table(1)
| (1) Our nonqualified deferred compensation plan is described more fully in “Compensation Discussion and Analysis — 2025 Compensation Program — Other Benefits and Information” above. The plan was terminated on February 27, 2026, and remaining balances will be distributed to participants between March 1, 2027 and June 30, 2027 (to the extent not already distributed in accordance with the participants’ original deferral elections). |
2025 Nonqualified Deferred Compensation Table(1)
| (2) This amount is not required to be reported (and therefore is not reported) in the 2025 Summary Compensation Table. |
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 (namely Messrs. Morgan and Kitlowski) in the event of a termination of employment or a change in control of the Company (as described and defined in their employment agreements to include, but not be limited to, a sale of substantially all of the assets of the Company or the liquidation or dissolution of the Company). Based on a hypothetical termination and/or change in control occurring on December 31, 2025, the following table describes 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, 2025. 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, 2025. The Company is not contractually obligated to pay 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, though the Committee retains discretion to make cash awards to these executives in the future, including potentially based on their contributions to the execution of the Company’s strategy to monetize the value of its remaining assets or consummate other transactions intended to maximize shareholder value (see “Compensation Discussion and Analysis — 2025 Review of Executive Incentives” above).
Potential Payments Upon Termination or Change in Control
| EVENT | GERALD R. MORGAN ($) | AARON M. KITLOWSKI ($) | | Retirement or other Voluntary Termination (without Good Reason) | | | | Accrued Vacation(1) | 19,231 | 17,308 | | Total | 19,231 | 17,308 | | Involuntary Not for Cause or Good Reason Termination | | | | Cash Severance(2) | 600,000 | 1,500,000 | | Unvested Restricted Stock Units | 0 | 617,899 | | Insurance Payment(3) | 38,719 | 55,502 | | Accrued Vacation(1) | 19,231 | 17,308 | | Total | 657,950 | 2,190,709 | | For Cause Termination | | | | No Payments | N/A | N/A | | Total | N/A | N/A | | Involuntary or Good Reason Termination (in Connection with a Change in Control) | | | | Cash Severance(2) | 2,000,000 | 2,770,833 | | Unvested Restricted Stock Units | 0 | 617,899 | | Insurance Payment(3) | 38,719 | 55,502 | | Accrued Vacation(1) | 19,231 | 17,308 | | Total | 2,057,950 | 3,416,541 |
Potential Payments Upon Termination or Change in Control
| 28 | SITE Centers Corp. • 2026 Proxy Statement |
Potential Payments Upon Termination or Change in Control
| EVENT | GERALD R. MORGAN ($) | AARON M. KITLOWSKI ($) | | Disability | | | | Cash Severance(2) | 600,000 | 0 | | Unvested Restricted Stock Units | 0 | 617,899 | | Insurance Payment(3) | 38,719 | 55,502 | | Disability Insurance Proceeds(4) | 511,522 | 1,684,890 | | Accrued Vacation(1) | 19,231 | 17,308 | | Total | 1,169,472 | 2,375,599 | | Death | | | | Cash Severance(2) | 600,000 | 0 | | Unvested Restricted Stock Units | 0 | 617,899 | | Insurance Payment(3) | 38,719 | 55,502 | | Accrued Vacation(1) | 19,231 | 17,308 | | Total | 657,950 | 690,709 |
Potential Payments Upon Termination or Change in Control
| (1) Assumes two weeks of PTO is paid pursuant to our current PTO policy. |
Potential Payments Upon Termination or Change in Control
| (2) Reported cash severance amounts for involuntary termination in connection with a change in control are calculated pursuant to the terms of the respective employment agreements assuming an annual incentive payout for 2025 at the actual payment level, payable in a lump sum. Reported cash severance amounts do not include any accrued base salary or actual annual incentive for 2025 and assume that all such amounts have previously been earned and paid. |
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. |
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, 2025, 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. |
CEO Pay Ratio
CEO Pay Ratio For 2025, 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 (“Median Annual Compensation”) was approximately 0 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 $0. CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Lukes under the “2025 Summary Compensation Table” for 2025. This amount does not include any compensation paid to Mr. Lukes by Curbline Properties. To the Company’s knowledge, Curbline Properties did not provide Mr. Lukes with any compensation specifically for his service to us as our CEO during 2025. For purposes of this pay ratio disclosure, Median Annual Compensation was $113,646, and was calculated by totaling for our Median Employee (as defined below) all applicable elements of compensation for 2025 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.” In accordance with Item 402(u) of Regulation S-K, in calculating our CEO pay ratio for 2025, we used the same Median Employee as was used to calculate our CEO pay ratio for 2024 because there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact this pay ratio disclosure. Therefore, the date used to identify the Median Employee was December 31, 2024 (the “Determination Date”). 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.
CEO Pay Ratio
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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 2025 for this Proxy Statement’s named executive officers, as well as compensation for 2024, 2023, 2022 and 2021 for our named executive officers from our 2025, 2024, 2023 and 2022 Proxy Statements, respectively (each of 2021, 2022, 2023, 2024 and 2025, 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:
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; and |
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. |
Pay Versus Performance
As discussed above in “Compensation Discussion and Analysis – 2025 Compensation Program – Annual Incentive Compensation Design”, the Company did not use any financial performance measures to link compensation actually paid to our NEOs in 2025 to Company performance. Therefore, we have not disclosed any “Company-Selected Measure” for purposes of the table or analysis below, nor have we disclosed any financial performance measures as being the most important financial performance measures used by the Company to link compensation actually paid to our NEOs in 2025 to Company performance. We did not provide any direct or indirect compensation to our current CEO or CIO for their service as our current CEO or CIO in 2025 nor, to our knowledge, did Curbline Properties. The Company continues to be responsible for the compensation of our named executive officers who are employed by the Company (namely Messrs. Morgan and Kitlowski), and the Committee continues to oversee the design and administration of, and changes to, the Company’s compensation programs with respect to these executives.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | | | | | | 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) | | 2025 | 0 | 0 | 657,416 | 582,232 | 126.51 | 182.01 | 177,861 | | 2024 | 7,934,301 | 16,089,694 | 1,596,314 | 2,185,760 | 158.26 | 189.29 | 531,824 | | 2023 | 6,740,650 | 3,657,129 | 2,405,897 | 2,049,666 | 151.85 | 161.74 | 265,703 | | 2022 | 6,799,485 | 5,305,017 | 1,500,884 | 1,309,320 | 144.47 | 144.36 | 168,719 | | 2021 | 6,910,219 | 24,547,349 | 1,625,444 | 2,093,387 | 161.37 | 165.05 | 124,935 |
Pay Versus Performance Table
| (1) David Lukes was our principal executive officer (“PEO”) for the full year for each of the Covered Years. For 2025, our non-PEO PVP NEOs (“Non-PEO NEOs”) were Gerald Morgan, John Cattonar and Aaron Kitlowski. For 2024, our Non-PEO NEOs were Gerald Morgan, Conor Fennerty, John Cattonar, Aaron Kitlowski and Christa Vesy. For each of 2023, 2022 and 2021, our Non-PEO NEOs were Conor Fennerty, John Cattonar and Christa Vesy. |
Pay Versus Performance Table
| (2) For 2025, 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: |
Pay Versus Performance Table
| 32 | SITE Centers Corp. • 2026 Proxy Statement |
Pay Versus Performance Table
| ITEM AND VALUE ADDED (DEDUCTED) | 2025 ($) | | For David R. Lukes: | | | - SCT “Stock Awards” column value | (0) | | + 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 | | + Fair value as of vesting date of equity awards granted and vested in 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 | 0 | | + Includable dividend equivalents paid on equity awards during Covered Year | 0 | | TOTAL ADDED (DEDUCTED) | 0 | | For Non-PEO Named Executive Officers (Average): | | | - SCT “Stock Awards” column value | (0) | | + 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 | (284,567) | | + Fair value as of vesting date of equity awards granted and vested in 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 | (7,170) | | - Prior year-end fair value of prior-year equity awards forfeited in Covered Year | (0) | | + Includable dividend equivalents paid on equity awards during Covered Year | 216,553 | | TOTAL ADDED (DEDUCTED) | (75,184) |
Pay Versus Performance Table
| Please note that while similar adjustment information was provided in our 2025 proxy statement for Covered Year 2024, our 2024 proxy statement for Covered Year 2023 and in our 2023 proxy statement for Covered Years 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 2025 or the relationships disclosures provided below. |
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, 2020 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 its spin-off in October 2024) 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 2025, 2024, 2023, 2022 and 2021, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
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. |
Pay Versus Performance Table
| (5) In thousands. These net income results were calculated in accordance with U.S. GAAP. |
Pay Versus Performance Table
| SITE Centers Corp. • 2026 Proxy Statement | 33 |