DEF 14A

Included in Newsweek’s 2020, 2021 and 2022 lists of America’s Most Responsible Companies.

Green Star rated by Global Real Estate Sustainability Benchmark (GRESB)

Included in Bloomberg’s 2022 Gender Equality Index. 63% of our employees and 43% of our Director nominees are women.

Recognized as a Green Lease Leader (Silver Level) by U.S. Department of Energy and The Institute for Market Transformation.

DEF 14A 1 d244062ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to Rule 14a-12

SITE Centers Corp.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Notice of Annual

Meeting of Shareholders

To the Holders of Common Shares of SITE Centers Corp.:

The 2022 Annual Meeting of Shareholders of SITE Centers Corp. will be held as follows:


WHEN:		9:00 a.m. local time, Wednesday, May 11, 2022.

WHERE:		The Annual Meeting will be held in a virtual meeting format only, via live webcast at www.meetnow.global/MKQUNKN. You will not be able to physically attend the Annual Meeting in person.

ITEMS OF BUSINESS:		^• Election of seven Directors. ^• Approval, on an advisory basis, of the compensation of the Company’s named executive officers. ^• Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. ^• Transact such other business as may properly come before the Annual Meeting.

WHO CAN VOTE:		Shareholders of record at the close of business on March 15, 2022 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment of the Annual Meeting.

VOTING BY PROXY:		^• Shareholders may complete, date and sign the accompanying Proxy Card and return it in the enclosed envelope; or ^• Vote their shares by telephone or over the Internet as described in the accompanying Proxy Statement.

INTERNET AVAILABILITY OF PROXY MATERIALS:		The Company’s 2022 Proxy Statement and 2021 Annual Report to Shareholders are available free of charge at www.proxydocs.com/sitc.

By order of the Board of Directors,

Aaron M. Kitlowski

Secretary

Dated: April 1, 2022

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be held on May 11, 2022

2022 Proxy Statement Table of Contents


1. Proxy Statement Summary			1

2. Proposal One: Election of Seven Directors

Proposal Summary and Board Recommendation			7

Director Nominees for Election at the Annual Meeting			7

Transactions with the Otto Family			11

Independent Directors			11

Director Qualifications and Review of Director Nominees			11

Proxy Access			12

Majority Vote Standard			12

3. Board Governance

Board Leadership			13

Meetings of Our Board			13

Meetings of Non-Management and Independent Directors			13

Committees of Our Board			13

Risk Oversight			15

Compensation of Directors			16

Director Stock Ownership Guidelines			17

Security Ownership of Directors and Management			18

Environmental, Social and Governance Highlights			19

4. Proposal Two: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

Proposal Summary and Board Recommendation			22

Compensation Committee Report			23

Compensation Committee Interlocks and Insider Participation			23

5. Compensation Discussion and Analysis

Overview			24

Executive Summary			24

Compensation Program Design			27

2021 Compensation Program			30

Stock Ownership Guidelines			36

Hedging and Pledging Policy			36

Compensation-Related Risk Analysis			36

6. Executive Compensation Tables and Related Disclosure

2021 Summary Compensation Table			37

2021 Grants of Plan-Based Awards Table			38

Outstanding Equity Awards at 2021 Fiscal Year-End Table			39

2021 Option Exercises and Stock Vested Table			40

2021 Nonqualified Deferred Compensation Table			40

Potential Payments Upon Termination or Change in Control			41

Employment Agreements			43

CEO Pay Ratio			45


7. Proposal Three: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm

Proposal Summary and Board Recommendation			46

Fees Paid to PricewaterhouseCoopers LLP			46

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			47

Auditor Independence			47

Audit Committee Report			47

8. Corporate Governance and Other Matters

Codes of Ethics			48

Reporting and Non-Retaliation Policy			48

Policy Regarding Related-Party Transactions			49

Security Ownership of Certain Beneficial Owners			49

Delinquent Section 16(a) Reports			50

Shareholder Proposals for 2023 Annual Meeting of Shareholders			50

Householding			51

Other Matters			51

9. Frequently Asked Questions

Why did you send me this Proxy Statement?			52

Who is entitled to vote at the Annual Meeting?			52

How do I attend and vote at the virtual Annual Meeting?			52

How many votes do I have?			53

How do I vote by proxy?			53

May I revoke my proxy?			53

Who is soliciting my proxy?			54

Can I receive these proxy materials by email in the future?			54

What constitutes a quorum?			54

What vote is required to approve each proposal assuming that a quorum is present at the Annual Meeting?			54

PROXY STATEMENT SUMMARY

1. Proxy Statement Summary

This Proxy Statement Summary contains highlights and information that can be found elsewhere in this Proxy Statement as indicated by the applicable page references. This summary does not contain all of the information that you should consider, and therefore you should read the entire Proxy Statement.

2022 ANNUAL MEETING OF SHAREHOLDERS


Date and Time:		Wednesday, May 11, 2022 at 9:00 a.m. Eastern Time

Location:		SITE Centers Corp. (“we,” “our,” “us,” the “Company” or “SITE Centers”) will hold its 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting” or the “Annual Meeting”) in a virtual meeting format via the Internet at www.meetnow.global/MKQUNKN. You will not be able to physically attend the Annual Meeting in person. For more information on how to attend and vote at the Annual Meeting, see “Frequently Asked Questions—How do I attend and vote at the virtual Annual Meeting?” on page 52 of this Proxy Statement.

Record Date:		March 15, 2022

Mail Date:		We will begin mailing this Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders, 2021 Annual Report and Proxy Card on or about April 1, 2022 to all shareholders of record entitled to vote.

Voting Matters and Board Recommendations


MATTER		PAGE	BOARD RECOMMENDATION
Proposal 1:	Election of seven Directors	7	For each Director nominee
Proposal 2:	Approval, on an advisory basis, of the compensation of the Company’s named executive officers	22	For
Proposal 3:	Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm	46	For

How to Vote

Shareholders of record (i.e., shareholders who own shares in their own name as reflected in the records of our transfer agent, Computershare Trust Company, N.A. (“Computershare”)) may vote their shares in any of the following ways:


By Internet: To submit a proxy over the Internet, go to www.investorvote.com/sitc. You will need the control number that appears on your Notice of Annual Meeting of Shareholders and Proxy Card.

By Telephone: To submit a proxy by telephone, call toll free 1-800-652-8683. You will need the control number that appears on your Notice of Annual Meeting of Shareholders and Proxy Card.

By Mail: If you received a full paper set of proxy materials, date and sign your Proxy Card and mail it in the enclosed, postage-paid envelope. You do not need to mail the Proxy Card if you are submitting your proxy by Internet or telephone.

At the Meeting: To vote at the Annual Meeting, visit www.meetnow.global/MKQUNKN. You will need the control number that appears on your Notice of Annual Meeting of Shareholders and Proxy Card.


SITE Centers Corp. ï 2022 Proxy Statement		1

PROXY STATEMENT SUMMARY

Shareholders whose shares are held of record by a broker, bank, trust or other nominee may vote their shares by following the instructions provided by such broker, bank, trust or other nominee or at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust or other nominee, you must register in advance in order to vote electronically at the Annual Meeting. To register in advance, you must forward a legal proxy from your broker, bank, trust or other nominee holding your shares to Computershare at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Thursday, May 5, 2022. You will receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetnow.global/MKQUNKN and enter your control number.

Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy in advance of the Annual Meeting.

2022 Director Nominees

INDEPENDENT

CURRENT COMMITTEE MEMBERSHIPS

DIRECTOR NAME

AGE

SINCE

AUDIT

COMPENSATION

NOMINATING
AND ESG

DIVIDEND
DECLARATION

PRICING

Linda B. Abraham

2018

Yes

✔

Terrance R. Ahern*

2000

Yes

✔

Chair

✔

Jane E. DeFlorio

2017

Yes

Chair

✔

David R. Lukes

2017

Chair

Victor B. MacFarlane

2002

Yes

Chair

Alexander Otto

2015

Yes

Dawn M. Sweeney

2018

Yes

✔

*	Chairman of the Board

As a result of an increase in the number of our outstanding common shares and changes in the number of our common shares owned by Alexander Otto and certain members of his family (the “Otto Family”) occurring during 2021, and in accordance with Mr. Otto’s 2009 investor rights agreement, the Otto Family’s ownership as of the record date for the Annual Meeting entitled it to propose one Director for nomination at the Annual Meeting (in comparison to two Directors for nomination at the Company’s 2021 Annual Meeting of Shareholders). The Otto Family has proposed, and the Board of Directors (the “Board”) has nominated, Mr. Otto for election at the Annual Meeting. Dr. Thomas Finne, the Otto Family’s second proposed Director nominee in recent years, will cease to serve as a Director at the conclusion of the Annual Meeting.

Our Board strives to maintain an independent, balanced and diverse set of Directors that collectively possess the expertise to ensure effective oversight of management. Three of our Director nominees are women and one of our Director nominees is African American.

LOGO


2		SITE Centers Corp. ï 2022 Proxy Statement

PROXY STATEMENT SUMMARY

2021 Performance Highlights

2021 was a transformational year for our Company. We began 2021 focused on mitigating the impact of the COVID-19 pandemic on our business but quickly transitioned to leveraging the strength of our operations, leasing platform and balance sheet to build a foundation for sustainable future growth. In the early months of the year, the Company negotiated arrangements with the last group of large tenants that had failed to pay 2020 rents as a result of the COVID-19 pandemic and worked with tenants to normalize rent collections. Throughout the year, the Company’s leasing team capitalized on the increasing importance of suburban store locations to tenants’ businesses and the improved financial health of national credit tenants to produce leasing volumes well in excess of 2020 levels. Improving transactions markets helped the Company to substantially complete the sale of Retail Value Inc.’s (“RVI”) remaining properties which, in turn, led to RVI’s distribution of $190 million to the Company in October 2021 on account of the Company’s preferred investment. This distribution, together with retained cash from improved operations and proceeds of the Company’s March 2021 equity offering, provided the Company with important capital to consummate significant property acquisitions, finance new anchor tenant buildouts and redevelopment projects, redeem certain of the Company’s preferred shares and repay other indebtedness ahead of scheduled maturities. The Company concluded 2021 with reduced leverage levels, no outstanding balance on its revolving lines of credit and significant immediate liquidity (from both cash on hand and amounts available from settlement of forward equity sales) leaving the Company well positioned to take advantage of future growth and investment opportunities. Details of these accomplishments include:


Operations		^• Generated strong leasing activity and volumes throughout 2021, benefitting from a continuing trend of national tenants seeking to expand store footprints within the suburban, high household income communities in which our properties are located. The Company leased approximately 3.5 million square feet of space (at pro rata share and including renewals) in 2021, representing a 23% increase over leasing activity in 2020 and a 16% increase over leasing activity in 2019. ^• As of January 31, 2022, the Company had collected 96% of 2020 rents and 99% of 2021 rents. ^• Generated net income and operating funds from operations (“Operating FFO”) attributable to common shareholders for the year ended December 31, 2021 well in excess of original Company guidance issued in February 2021 as a result of higher rent collections (including from cash basis tenants on account of prior periods), earlier rent commencement dates, acquisition activity and disciplined general and administrative expense management. ^• Invested $15.4 million in major and tactical development projects with targeted returns in excess of 10% and commenced construction on a mixture of key redevelopment projects at properties across the Company’s portfolio including West Bay Plaza – Phase II, Nassau Park Pavilion, University Hills and Shoppers World.
Capitals Markets Activity		^• Issued and sold 17.25 million common shares in March 2021 resulting in net proceeds of approximately $225 million and sold approximately 2.23 million shares during 2021 on a forward basis under the Company’s at-the-market program generating gross proceeds of approximately $35.1 million. ^• In April 2021, redeemed all $150 million of the Company’s outstanding 6.25% Series K Cumulative Redeemable Preferred Shares, including the associated depositary shares. ^• During the course of 2021, repaid approximately $176 million of mortgage debt at the Company’s pro rata share, refinanced or extended approximately $50 million of mortgage debt at the Company’s share and assumed $18 million of mortgage debt in connection with acquisitions. As of December 31, 2021, the Company had full availability under its $970 million of revolving lines of credit.
Transactions		^• Acquired ten shopping centers (including through the acquisition of joint venture partners’ interests), one income-producing parcel and one land parcel for approximately $223 million in the aggregate. ^• Sold six unconsolidated properties and several wholly-owned land parcels for an aggregate sales price of approximately $167 million, totaling approximately $97 million at the Company’s pro rata share. ^• Completed the sale of 21 RVI properties resulting in a distribution of $190 million to the Company in October 2021 on account of the Company’s preferred investment.


SITE Centers Corp. ï 2022 Proxy Statement		3

PROXY STATEMENT SUMMARY

Corporate Governance Highlights

We are committed to the highest standards of corporate governance, which we believe will ensure that the Company is managed for the long-term benefit of our stakeholders. We monitor developments and best practices in corporate governance and consider feedback from shareholders when evaluating our governance, policies and structure.

Director Elections

^• Annual election of all Directors

^• Majority voting for Directors in uncontested elections

Board Practices

^• Separate independent Chairman of the Board and Chief Executive Officer (“CEO”)

^• Significant Board oversight of business strategy

^• Regular executive sessions of independent Directors

^• Annual executive officer succession planning discussions

^• Anti-overboarding policy limiting service on other public company boards

^• Mandatory Director retirement age (76 years)

^• Annual Director review of enterprise risk assessment

^• No ability to classify the Board without shareholder consent

Shareholder Rights

^• Proxy access (3% ownership, 3 years, greater of 2 nominees or 20% of Board)

^• Ability to amend Articles of Incorporation and Code of Regulations by majority vote

^• Ability to call special meetings (25% of voting power)

^• Ability to act by unanimous written consent

Other Policies

^• Prohibition on pledging, hedging and other derivative transactions in Company securities by Directors and officers

^• Share ownership requirements for Directors and executive officers

Corporate Values, Social Responsibility and Environmental Sustainability

Our Company and its 293 employees (as of year-end 2021) are committed to being Fearless, Authentic, Curious and Thoughtful (our “Matters of FACT”) members of the community. We consider social and environmental issues in all aspects of our business, including the well-being of our employees and our impact on the communities in which our properties are located. Recent recognition includes:

Our dedication to our community and the environment is detailed in our seventh annual Corporate Responsibility and Sustainability Report which was prepared in 2021 in alignment with Global Reporting Initiative (“GRI”) principles and certain Sustainability Accounting Standards Board (“SASB”) standards. Our Corporate Responsibility and Sustainability Report can be found on our website at www.sitecenters.com/sustainability.


4		SITE Centers Corp. ï 2022 Proxy Statement

PROXY STATEMENT SUMMARY

Compensation Practices

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 reducing the risk profile of the Company and achieving financial and non-financial measures of performance that enhance long-term shareholder and stakeholder value. The following are key features of our executive compensation programs.

What We Do


		We tie pay to performance by making a significant portion of compensation “at risk”.

		Annual incentive pay is based on multiple performance metrics, which are typically established at the beginning of each year, and individual performance.

		A significant portion of the value of long-term performance incentives depends on relative shareholder return.

		The Compensation Committee, which is comprised solely of independent Directors, engages an independent compensation consultant to advise it.

What We Don’t Do


		We do not guarantee minimum incentive bonus awards.

		We do not encourage excessive risk taking as we use different performance metrics for our annual and long-term incentive compensation programs.

		We do not pay dividend equivalents on unearned equity awards subject to performance-based vesting.

		We do not allow for repricing of stock options without shareholder approval.

		We do not include excise tax gross-up provisions in our executive compensation arrangements.

		We do not offer excessive perquisites or special health and welfare plans to executives.

Pay Aligned With Performance

Our executive compensation is aligned with Company performance. The majority of the targeted level of annualized compensation for our CEO under his September 2020 employment agreement is variable and “at risk” based on performance.

LOGO

Includes the annualized grant date fair value of the service-based restricted share units (“RSUs”) awarded in connection with the execution of Mr. Lukes’ September 2020 employment agreement and the value of service-based RSUs to be granted to Mr. Lukes annually during the term of his employment agreement.

Annual incentive is shown at the target level. The annual incentive payout ranges from $0 (below threshold) to $2,250,000 (maximum). Mr. Lukes can elect by October 31 of each year to receive the value of his annual incentive award for such year (payable by March 15 of the following year) in RSUs at a 20% increase.


SITE Centers Corp. ï 2022 Proxy Statement		5

PROXY STATEMENT SUMMARY

2021 Executive Compensation

The table below summarizes 2021 compensation awarded or paid to our named executive officers as reported in the 2021 Summary Compensation Table included in this Proxy Statement. Our Compensation Committee typically establishes both quantitative and qualitative performance metrics governing our annual incentive compensation program in the first quarter of each year. In February 2021, our Compensation Committee determined that it was unable at that time to adopt quantitative performance metrics for 2021 due to the uncertainty that continued to exist with respect to the impact of the COVID-19 pandemic on Company operations. Following improvement in the operating environment during the first quarter of 2021 and management’s release of updated earnings guidance in April 2021, the Compensation Committee established our 2021 annual incentive compensation program in early May 2021.

The 2021 annual compensation program included both quantitative performance metrics, namely Operating FFO and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), and subjectively-evaluated qualitative performance metrics. The quantitative metrics comprised 60% of the program’s overall assessment of executive performance, and the Compensation Committee set the “target” level of performance for the program’s Operating FFO performance metric within the Operating FFO guidance range issued by management in April 2021 in connection with the disclosure of first quarter financial results. The remaining 40% of the annual incentive award program involved a qualitative assessment of each named executive officer’s individual performance.

Based on the Compensation Committee’s evaluation in early 2022 of executive performance during 2021, including the Company’s achievements outlined in “2021 Performance Highlights” above, Messrs. Lukes (President and CEO), Fennerty (Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”)) and Cattonar (EVP and Chief Investment Officer (“CIO”)) and Ms. Vesy (EVP and Chief Accounting Officer (“CAO”)) were awarded 2021 incentive compensation payouts of $2,250,000, $675,000, $525,000 and $510,000, respectively, which represented the maximum amount of the annual incentive award opportunities provided for under their employment agreements in effect at the end of 2021. All executives received their 2021 incentive compensation payouts in cash.

Of the approximately $6.9 million total compensation reported for Mr. Lukes in the 2021 Summary Compensation Table, approximately $2.6 million consisted of the grant date fair value of an annual award of performance-based RSUs which becomes payable, if at all, based on the percentile rank of the Company’s total shareholder return (“TSR”) measured over a three-year period relative to an identified group of peer companies.

For more details on 2021 executive compensation, including factors considered by our Compensation Committee in evaluating the qualitative elements of the 2021 annual incentive compensation program, see the “Compensation Discussion and Analysis” section beginning on page 24 of this Proxy Statement.


NAMED EXECUTIVE OFFICER	POSITION	SALARY		BONUS		STOCK AWARDS		NON-EQUITY INCENTIVE PLAN COMPENSATION		ALL OTHER COMPENSATION		TOTAL
David R. Lukes	President and CEO	$	900,000	$	0	$	3,717,683	$	2,250,000	$	42,536	$	6,910,219
Conor M. Fennerty	EVP and CFO	$	443,559	$	0	$	1,330,480	$	675,000	$	13,148	$	2,462,187
Christa A. Vesy	EVP and CAO	$	393,645	$	0	$	287,371	$	510,000	$	11,344	$	1,202,360
John M. Cattonar	EVP and CIO	$	337,500	$	0	$	338,285	$	525,000	$	10,999	$	1,211,784

Historical Say-on-Pay Voting Results



		Shareholders have continued to show strong support for our executive compensation programs with approximately 99%, 96% and 95% of votes cast for the approval of the “say-on-pay” proposals at our 2019, 2020 and 2021 Annual Meetings of Shareholders, respectively.


6		SITE Centers Corp. ï 2022 Proxy Statement

2. Proposal One: Election of Seven Directors

Proposal Summary and Board Recommendation

At the Annual Meeting, unless you specify otherwise, the common shares represented by your proxy will be voted to elect the seven Director nominees identified below. If any of the Director nominees is not a candidate when the election occurs for any reason (which is not expected) and the size of our Board remains unchanged, then our Board intends that proxies will be voted for the election of a substitute Director nominee designated by our Board as recommended by the Nominating and ESG Committee.

BOARD RECOMMENDATION:

“FOR” ALL SEVEN DIRECTOR NOMINEES

Director Nominees for Election at the Annual Meeting

Our Board has nominated and recommends that shareholders vote “FOR” the election of each of the following Director nominees, each to serve a one-year term until the next annual meeting of shareholders and until a successor has been duly elected and qualified. All nominees are currently serving as Directors. As discussed in “Transactions with the Otto Family” below, Dr. Thomas Finne, the Otto Family’s second Director nominee in recent years, will cease to serve as a Director at the conclusion of the Annual Meeting.

LINDA B. ABRAHAM

Managing Director of Crimson Capital (early stage technology company investing and consulting)

Background: Since 2014, Ms. Abraham has served as Managing Director of Crimson Capital, which invests in and advises a broad range of early stage technology companies spanning data/analytics, cybersecurity, machine learning, e-commerce, educational technology, clean energy and healthcare. From 1999 to 2013, Ms. Abraham co-founded and served as Executive Vice President of comScore, a leader in digital measurement and analytics which went public in 2007. Prior to co-founding comScore, Ms. Abraham co-founded Paragren Technologies, which provided software for customer relationship management systems, and also served in various roles at Procter & Gamble and Information Resources, Inc., where she developed and commercialized a series of data-driven analytical products. Since January 2021, Ms. Abraham has served as Independent Director and chair of the compensation committee of Carlotz, Inc., an online consignment store company for used vehicles listed on Nasdaq. Additionally, she serves on the boards of the Data Science Institute at the University of Virginia and Tiger 21, a member-based organization focused on investment management and education. Ms. Abraham has been named a Fellow in the Stanford University Distinguished Careers Institute. Ms. Abraham holds a degree in Quantitative Business Analysis from Penn State University.

Qualifications: Ms. Abraham’s qualifications to serve on the Board include extensive experience as a technology entrepreneur and as an expert in consumer analytics, a field that is increasingly critical to the Company’s corporate strategy and efforts to understand shopping patterns and merchandise mix.

LOGO

DIRECTOR SINCE: 2018

AGE: 59

INDEPENDENT: YES

COMMITTEES:

^• Audit

^• Nominating and ESG


SITE Centers Corp. ï 2022 Proxy Statement		7

TERRANCE R. AHERN

Chairman of the Board, SITE Centers, and Chief Executive Officer, The Townsend Group (institutional real estate consulting)

Background: Mr. Ahern is Co-Founder, Principal and Chief Executive Officer of The Townsend Group, an institutional real estate advisory and investment management firm formed in 1986. Mr. Ahern also is a member of the firm’s Investment Committee. The Townsend Group serves as adviser to, or invests on behalf of, domestic and offshore public and private pension plans, endowments and foundations, and sovereign wealth funds. Mr. Ahern has also served as an Independent Director of KKR Real Estate Finance Trust since 2017. Mr. Ahern is a past member of the Young Presidents Organization, the Pension Real Estate Association (“PREA”), the National Association of Real Estate Investment Trusts (“NAREIT”), and the National Council of Real Estate Investment Fiduciaries. He is a former member of the Board of Directors of PREA and the Board of Editors of Institutional Real Estate Securities. Mr. Ahern has been a frequent speaker at industry conferences, including PREA, NAREIT and the National Association of Real Estate Investment Managers.

Qualifications: Mr. Ahern has over 30 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 provides 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.

LOGO

DIRECTOR SINCE: 2000

AGE: 66

INDEPENDENT: YES

COMMITTEES:

^• Compensation (Chair)

^• Audit

^• Dividend Declaration

^• Pricing

JANE E. DEFLORIO

Managing Director (Retired), Deutsche Bank AG Retail/Consumer Sector Investment Banking Coverage (global banking and financial services company)

Background: Ms. DeFlorio was Managing Director, Deutsche Bank AG Retail/Consumer Sector Investment Banking Coverage, a division of a global banking and financial services company, from 2007 to 2013. While at Deutsche Bank, Ms. DeFlorio covered a range of mid- to large-cap retail clients. Prior to her role at Deutsche Bank, from 2002 to 2007, Ms. DeFlorio held the title of Executive Director in the Investment Banking Consumer and Retail Group at UBS Investment Bank, a business unit of UBS Group AG, and advised on high-profile consumer transactions. Ms. DeFlorio has served as an Independent Director and chair of the audit committee of Vivid Seats since October 2021 and also served as an Independent Director of Perry Ellis International from 2014 to 2018. Ms. DeFlorio is also a member of the Board of Trustees and Chairman of the Audit and Risk Committee at The New School University in New York City. She also serves on the Boards of Directors for The Parsons School of Design and the Museum at Fashion Institute of Technology. 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 recent service on another public company board, Ms. DeFlorio is uniquely qualified to advise our Board in connection with capital structure, capital allocation, strategic direction, risk management, financial matters, shareholder value creation and strategic opportunities.

LOGO

DIRECTOR SINCE: 2017

AGE: 51

INDEPENDENT: YES

COMMITTEES:

^• Audit (Chair)

^• Compensation

^• Pricing


8		SITE Centers Corp. ï 2022 Proxy Statement

DAVID R. LUKES

President and Chief Executive Officer, SITE Centers

Background: Mr. Lukes was named President and Chief Executive Officer of SITE Centers in March 2017. Mr. Lukes most recently 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 June 2014 until March 2017. Mr. Lukes also served as Equity One’s Executive Vice President from May 2014 to June 2014. 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 April 2014. In addition, Mr. Lukes served as the President and Chief Executive Officer of Olshan Properties (formerly Mall Properties, Inc.), a privately owned real estate firm that specializes in the development, acquisition and management of commercial real estate, from 2010 to 2012. From 2002 to 2010, Mr. Lukes served in various senior management positions at Kimco Realty Corporation, including serving as its Chief Operating Officer from 2008 to 2010. Mr. Lukes also serves as President, Chief Executive Officer and Director of RVI, an owner and operator of shopping centers located in the continental U.S. managed by SITE Centers, and as a Director of Citycon Oyj, an owner and operator of shopping centers located in the Nordic region, the shares of which are traded on the Helsinki Stock Exchange. Mr. Lukes holds a Bachelor of Environmental Design from Miami University, a Master of Architecture from the University of Pennsylvania and a Master of Science in Real Estate Development from Columbia University. Mr. Lukes also serves as a member of the Advisory Board of Governors of NAREIT.

Qualifications: Mr. Lukes’ qualifications to serve on the Board include his position as a member of the Company’s senior management, his prior experience as Chief Executive Officer and Director of Equity One, his familiarity with the retail real estate investment trust (“REIT”) industry and his extensive expertise and experience in retail real estate development and operations.

LOGO

DIRECTOR SINCE: 2017

AGE: 52

INDEPENDENT: NO

COMMITTEES:

^• Dividend Declaration

^• Pricing

VICTOR B. MACFARLANE

Chairman and Chief Executive Officer, MacFarlane Partners (real estate investments)

Background: Mr. MacFarlane is Chairman and Chief Executive Officer of MacFarlane Partners, which he founded in 1987 to provide real estate investment management services to institutional investors and has more than 40 years of real estate investment experience. Mr. MacFarlane has served as an Independent Director of Veris Residential, Inc. (formerly Mack-Cali Realty Corporation) since June 2021, and is a co-founder and emeritus board member of the Real Estate Executive Council. He is a member and former Trustee of the Urban Land Institute and a member and former Director of PREA.

Qualifications: Mr. MacFarlane brings to our Board three decades of experience as a chief executive officer of a real estate investment and advisory firm and over 40 years of experience in the areas of real estate investment, corporate finance, portfolio management and risk management. His extensive managerial experience as well as his knowledge of the real estate and private capital industries provide our Board with an expansive view on issues impacting the Company and our corporate strategy.

LOGO

DIRECTOR SINCE: 2002

AGE: 70

INDEPENDENT: YES

COMMITTEES:

^• Nominating and ESG (Chair)


SITE Centers Corp. ï 2022 Proxy Statement		9

ALEXANDER OTTO

Chief Executive Officer, ECE Group GmbH & Co. KG (commercial real estate company, Hamburg, Germany)

Background: Mr. Otto has served as the Chief Executive Officer of ECE Group GmbH & Co. KG, a commercial real estate company based in Hamburg, Germany that manages assets in Europe, since 2000. Mr. Otto is a graduate of St. Clare’s, Oxford and studied at Harvard University and Harvard Business School.

Mr. Otto is a member of the boards of directors, or equivalent governing bodies, of publicly traded company Deutsche EuroShop AG as well as the privately held companies Otto Group and Peek & Cloppenburg KG. Mr. Otto served as a director of Sonae Sierra Brasil S.A., which owns and operates retail real estate assets in Brazil, until September 2019. Additionally, Mr. Otto is the Chairman of Lebendige Stadt (Vibrant City) Foundation, HSV Campus gemeinnützige GmbH and the Alexander Otto Sportstiftung Foundation, is a member of the board of the Harvard Business School Foundation of Germany 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.

LOGO

DIRECTOR SINCE: 2015

AGE: 54

INDEPENDENT: YES

DAWN M. SWEENEY

Advisor and Principal, New England Consulting Group (marketing management consulting)

Background: Ms. Sweeney has served as an advisor and principal of the New England Consulting Group since December 2020, focusing on the group’s restaurant and association practices. She also 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 October 2007 until her retirement in December 2019. Prior to joining the National Restaurant Association, Ms. Sweeney was the President of AARP Services, a subsidiary of AARP, where she was responsible for revenue growth and new product development for the 50+ market. Prior to joining AARP in 1999, Ms. Sweeney served as Vice President of Market Development for the National Rural Electric Cooperative Association and Vice President of Marketing for the International Dairy Foods Association. Ms. Sweeney also serves on the board of directors of MedStar’s National Medical Rehabilitation Hospital and is Vice Chair of the board of Save the Children Action Network. Ms. Sweeney earned a Bachelor of Science in Government from Colby College, and a Masters of Business Administration in Marketing from The George Washington University.

Qualifications: Ms. Sweeney’s qualifications to serve on the Board include her extensive managerial experience and her success in building revenues, improving organizational culture and sustaining organizational growth as well as her recognition as a leader in the restaurant and foodservice industry.

LOGO

DIRECTOR SINCE: 2018

AGE: 62

INDEPENDENT: YES

COMMITTEES:

^• Audit

^• Compensation


10		SITE Centers Corp. ï 2022 Proxy Statement

Transactions with the Otto Family

In 2009, we entered into a stock purchase agreement with Mr. Alexander Otto. Pursuant to this agreement, the Otto Family purchased 40,000,000 common shares of the Company (the “Purchased Shares”). In connection with the sale of the Purchased Shares, we also entered into an investor rights agreement with Mr. Otto under which he has a right to nominate individuals for election to our Board depending on the Otto Family’s level of ownership in the Company as of the record date for the applicable meeting of shareholders. If the Otto Family beneficially owns 17.5% or more of our outstanding common shares as of the applicable record date, our Board will nominate two persons recommended by the Otto Family who are suitable to us to become members of our Board at each annual election of Directors, and if the Otto Family beneficially owns less than 17.5% but more than 7.5% of our outstanding common shares as of the applicable record date, our Board will nominate one person recommended by the Otto Family who is suitable to us to become a member of our Board. In accordance with the investor rights agreement, Dr. Finne was proposed by the Otto Family and subsequently nominated and elected to our Board annually since 2009. Beginning in 2015, the Otto Family designated Mr. Otto as the second person to be nominated by our Board pursuant to the investor rights agreement. As of March 15, 2022, the record date for the Annual Meeting, to our knowledge the Otto Family beneficially owned approximately 12.9% of our outstanding common shares (as compared to approximately 19.8% on the record date for our 2021 Annual Meeting of Shareholders). In accordance with the investor rights agreement, the Otto Family has proposed, and our Board has nominated, Mr. Otto for election at the Annual Meeting. Dr. Finne, the Otto Family’s second Director nominee in recent years, will cease to serve as a Director at the conclusion of the Annual Meeting.

In February 2022, in accordance with the terms of our Fourth Amended and Restated Articles of Incorporation, our Board reduced the ownership limit applicable to the Otto Family from 29.8% of our common shares to 17.5% of our common shares, thereby effectively reducing the Otto Family’s number of Director nominees in future years to a maximum of one.

Independent Directors

Our Board has affirmatively determined that all Directors who served during 2021 (except for Mr. Lukes) were, and all Directors nominated by the Board for election in 2022 (except for Mr. Lukes) 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 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

The Nominating and ESG Committee reviews annually with our Board the composition of our Board as a whole and recommends, if necessary, actions to be taken so that our Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for our Board as a whole and contains at least the minimum number of independent Directors required by applicable laws and regulations and our Corporate Governance Guidelines. The Nominating and ESG Committee is responsible for ensuring that the composition of our Board appropriately reflects the needs of our business and, in furtherance of this goal, proposing the addition of Directors and requesting the resignation of Directors for purposes of ensuring the requisite skill sets and commitment of the Directors to actively participate in Board and committee meetings. Directors should possess such attributes and experience as are necessary to provide a broad range of personal characteristics including diversity, management skills, and real estate and general business experience. Directors should commit the requisite time for preparation and attendance at regularly scheduled Board and committee meetings, as well as participate in other matters necessary to ensure we are well-positioned to engage in best corporate governance practices.

In evaluating a Director candidate, the Nominating and ESG Committee considers factors that are in the best interests of the Company and its shareholders, including the knowledge, experience, integrity and judgment of each candidate; the potential contribution of each candidate to the diversity of backgrounds, experience and competencies that our Board desires to have represented; each candidate’s ability to devote sufficient time and effort to his or her duties as a Director; independence and willingness to consider all strategic proposals; any other criteria established by our Board and any core competencies or real estate expertise necessary to staff Board committees. In addition, the Nominating and ESG Committee will consider potential members’ qualifications to be independent under the NYSE listing standards in


SITE Centers Corp. ï 2022 Proxy Statement		11

accordance with our Corporate Governance Guidelines, and will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills, and expertise that are likely to enhance our Board’s ability to oversee our affairs and business, including, when applicable, to enhance the ability of committees of our Board to fulfill their duties.

The Nominating and ESG Committee will consider suggestions forwarded by shareholders to our Secretary concerning qualified candidates for election as Directors. To recommend a prospective candidate for the Nominating and ESG Committee’s consideration and potential recommendation to the Board for nomination for Director, a shareholder may submit the candidate’s name and qualifications to our Secretary, Aaron M. Kitlowski, at the following address: 3300 Enterprise Parkway, Beachwood, Ohio 44122. The Nominating and ESG Committee has not established specific minimum qualifications that a candidate must have to be recommended to our Board. However, in determining qualifications for new Directors, the Nominating and ESG Committee considers those guidelines described above. The Nominating and ESG Committee will consider a pool of potential Board candidates established from recommendations from shareholders and third parties, including management and current Directors, as well as pursuant to the investor rights agreement described above under the caption “Transactions with the Otto Family.” The Nominating and ESG Committee may, in its discretion, retain a search consultant to supplement the pool of potential Board candidates considered for nomination.

Our Code of Regulations sets forth the requirements with respect to the nomination of candidates for Director by shareholders.

Proxy Access

Our Code of Regulations provides proxy access pursuant to which a shareholder or group of up to 20 shareholders satisfying specified eligibility requirements may include Director nominees in our proxy materials for annual meetings. To be eligible to use proxy access, such shareholders must, among other requirements:

^•

have owned common shares equal to at least 3% of the aggregate of our issued and outstanding common 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 shareholders 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 shareholders (unless the date for the upcoming annual meeting of shareholders 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 may not exceed 20% of the number of Directors then in office but in no event shall such maximum number be less than two.

Majority Vote Standard

Consistent with best corporate governance practices, the Company’s Articles of Incorporation 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. Shareholders are entitled to abstain with respect to the election of a Director nominee. With respect to the election of Directors, 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.


12		SITE Centers Corp. ï 2022 Proxy Statement

3. Board Governance

Board Leadership

Mr. Ahern serves as Chairman of the Board. The position of Chairman of the Board is a non-executive officer position and is expected to be held by a non-management, independent Director. 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;

^•

Serve as liaison between the Company’s management and the non-management Directors;

^•

Coordinate the Board’s annual review of, and input on, the Company’s strategic plan;

^•

Assist the Nominating and ESG 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 shareholders if the President is unavailable; and

^•

Provide leadership to our Board, set the agenda for, and preside over, Board meetings and executive sessions of the independent and non-management Directors.

We believe that an independent Chairman of the Board, separate from our CEO, recognizes the time, effort and commitment that our CEO is required to devote to his position and to fulfill his responsibilities and the independent oversight required by our Chairman of the Board. This 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.

Meetings of Our Board

During the fiscal year ended December 31, 2021, our Board held six meetings and undertook three written actions. 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. All of our Directors nominated for election virtually attended the Annual Meeting of Shareholders in May 2021. Our Board conducts and reviews its operations through a self-assessment process on an annual basis.

Meetings of Non-Management and Independent Directors

The non-management Directors meet in executive session in conjunction with each regularly scheduled Board meeting. 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 2021, 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 ESG Committee, which, along with our Corporate Governance Guidelines, are posted on our website at www.sitecenters.com, under “Governance” in the “Investor Relations” section. Each of the Audit Committee, Compensation Committee and Nominating and ESG 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.


SITE Centers Corp. ï 2022 Proxy Statement		13


Audit Committee

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. 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 2021 is an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K under the federal securities laws other than Ms. Abraham, who otherwise meets audit committee financial literacy requirements. Meetings: The Audit Committee held eight meetings in 2021.		Members: ^• Ms. DeFlorio (Chair) ^• Mr. Ahern ^• Ms. Abraham ^• Ms. Sweeney


Compensation Committee

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 compensation and executive benefit plans, including those under which executive officers and Directors receive benefits; and reviews and discusses with management the Compensation Discussion and Analysis and produces the Compensation Committee Report in our annual proxy statement. The Compensation Committee engages a compensation consultant to assist in the design of the executive compensation program and the review of its effectiveness, as further described below under the caption “Compensation Discussion and Analysis.” 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. In addition, the Compensation Committee may form subcommittees of at least two members for any purpose it deems appropriate and may delegate to the subcommittees any of its power and authority that the Compensation Committee deems appropriate. 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 five meetings and took written action on one occasion in 2021.		Members: ^• Mr. Ahern (Chair) ^• Ms. DeFlorio ^• Ms. Sweeney


14		SITE Centers Corp. ï 2022 Proxy Statement


Nominating and ESG Committee

Responsibilities: The Nominating and ESG 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 shareholders; 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; reviews our ESG initiatives and policies and receives periodic reports from management on related topics; oversees compliance with, and 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. Independence: All of the members of the Nominating and ESG Committee are independent as defined in the NYSE listing standards. Meetings: The Nominating and ESG Committee held four meetings in 2021.		Members: ^• Mr. MacFarlane (Chair) ^• Ms. Abraham ^• Dr. Finne


Dividend Declaration Committee

Responsibilities: As may be authorized by the Board, the Dividend Declaration Committee determines if and when we should declare dividends on our capital shares and the amount thereof, consistent with the dividend policy adopted by our Board. Meetings: The Dividend Declaration Committee did not meet during 2021. The Dividend Declaration Committee took written action on four occasions in 2021.		Members: ^• Mr. Lukes (Chair) ^• Mr. Ahern ^• Dr. Finne


Pricing Committee

Responsibilities: The Pricing Committee (or duly appointed subcommittee thereof) is authorized to approve the timing, amount, price and terms of offerings of our debt and equity securities. Meetings: The Pricing Committee held one meeting and a subcommittee of the Pricing Committee took written action on two occasions in 2021.		Members: ^• Mr. Lukes (Chair) ^• Mr. Ahern ^• Ms. DeFlorio

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, and legal, ethical and regulatory compliance. Our Audit Committee regularly reports to the Board with respect to its oversight of these areas.


SITE Centers Corp. ï 2022 Proxy Statement		15

Compensation of Directors

Director Compensation Program

During 2021, our non-employee Directors were compensated in the form of an annual cash retainer and an annual stock retainer, which were intended to align the interests of our Directors and our shareholders, as shown below.


COMPONENT	ANNUAL AMOUNT	PAYABLE
Annual Stock Retainer	Equal in value to $100,000	Quarterly in common shares
Annual Cash Retainer	$50,000	Quarterly in cash or common shares, at the Director’s election

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


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

2021 Director Compensation

In accordance with the compensation program described above, our non-employee Directors received the following compensation during 2021:


DIRECTOR NAME	FEES EARNED OR PAID IN CASH ($)		STOCK AWARDS ($)⁽¹⁾		TOTAL ($)
Terrance R. Ahern		215,000		100,038		315,038
Linda B. Abraham⁽²⁾		95,015		100,038		195,053
Jane E. DeFlorio		115,000		100,038		215,038
Thomas Finne		70,000		100,038		170,038
Victor B. MacFarlane		80,000		100,038		180,038
Alexander Otto		50,000		100,038		150,038
Dawn M. Sweeney⁽²⁾		100,038		100,038		200,076

(1)

The amounts reported in this column reflect the aggregate grant date fair value, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), for stock awards granted quarterly to each of the non-employee Directors in 2021, based upon the closing price of our common shares on the dates of grant. The grant date fair values of the stock awards made to each Director in 2021 were as follows: $12.32 on February 15, 2021 (2,030 shares); $14.77 on May 15, 2021 (1,693 shares); $15.70 on August 15, 2021 (1,593 shares); and $16.51 on November 15, 2021 (1,515 shares).

(2)

The cash and stock awards listed for Mses. Abraham and Sweeney were deferred into the Director’s Deferred Compensation Plan and converted into units that are the economic equivalent of common shares, as further described below.


16		SITE Centers Corp. ï 2022 Proxy Statement

Directors’ Deferred Compensation Plan

Non-employee Directors have the right to defer the receipt of all or a portion of their fees pursuant to our Directors’ Deferred Compensation Plan. Our Directors’ Deferred Compensation Plan is an unsecured, general obligation of the Company. Participants’ contributions are converted to units, based on the market value of our common shares, so that each unit is the economic equivalent of one common share but without voting rights. Settlement of units is made in cash, common shares or a combination of both (as permitted by the plan administrators) at a date determined by the participant at the time a deferral election is made. Prior to settlement, each unit earns dividend equivalents in an amount equal to any dividends paid on our common shares during the deferral period. We have established a “rabbi” trust, which holds our common shares, to satisfy our payment obligations under the plan. Common shares equal to the number of units credited to participants’ accounts under the plan are contributed to the rabbi trust. In the event of our insolvency, the assets of the rabbi trust are available to general creditors of the Company. During their terms as Directors, the following have deferred compensation represented by the following number of units as of December 31, 2021:


DIRECTOR NAME	NUMBER OF UNITS UNDER THE DIRECTORS’ DEFERRED COMPENSATION PLAN	VALUE OF UNITS ($)⁽¹⁾
Linda B. Abraham	13,483	213,450
Terrance R. Ahern	72,006	1,139,871
Victor B. MacFarlane	55,616	880,416
Dawn M. Sweeney	56,973	901,898

(1)

Based on the closing price of our common shares on December 31, 2021 of $15.83.

Director Stock Ownership Guidelines

Each non-employee Director must own common shares or common share 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, $250,000 worth of shares). This ownership requirement generally must be met no later than the fifth anniversary of the date restricted shares or common shares 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 shareholders. To this end, and unless otherwise approved by the Nominating and ESG Committee, each non-employee Director is required to retain at least 50% of the common shares and common share equivalents received by the Director as compensation until such time as the minimum share ownership requirement has been satisfied. Common share units acquired by Directors under our deferred compensation plans constitute common share equivalents and count toward satisfying the stock ownership guidelines. All Directors were in compliance with the Director stock ownership guidelines as of December 31, 2021.


SITE Centers Corp. ï 2022 Proxy Statement		17

Security Ownership of Directors and Management

The following table sets forth certain information regarding the beneficial ownership of our common shares as of February 21, 2022, except as otherwise disclosed in the notes below, by (1) our Directors, (2) our named executive officers, and (3) our current executive officers and Directors, as a group. Except as otherwise described in the following notes, the following beneficial owners have sole voting power and sole investment power with respect to all common shares set forth opposite their respective names.


DIRECTORS AND MANAGEMENT	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF COMMON SHARES			PERCENTAGE OWNERSHIP (%)⁽⁵⁾
David R. Lukes		636,097	⁽¹⁾		*
Linda B. Abraham		38,294	⁽²⁾		*
Terrance R. Ahern		91,056	⁽²⁾		*
Jane E. DeFlorio		38,792			*
Thomas Finne		62,531			*
Victor B. MacFarlane		3,108	⁽²⁾		*
Alexander Otto		19,596,389	⁽³⁾		9.3
Dawn M. Sweeney		23,516	⁽²⁾		*
John M. Cattonar		18,163	⁽¹⁾		*
Conor M. Fennerty		5,600	⁽¹⁾		*
Christa A. Vesy		112,205	⁽¹⁾⁽⁴⁾		*
All Current Executive Officers and Directors as a Group (11 persons)		20,625,751			9.8

Less than 1%

(1)

Does not include 578,402, 29,634, 62,728 and 49,424 RSUs credited to the accounts of Messrs. Lukes, Cattonar and Fennerty and Ms. Vesy, respectively, which will vest in future periods pursuant to their terms. Each unit is the economic equivalent of, and settled with, one common share, but does not confer current dispositive or voting control of any common shares prior to its vesting.

(2)

Does not include 72,534, 57,662, 16,776 and 60,667 stock units credited to the accounts of Messrs. Ahern and MacFarlane and Mses. Abraham and Sweeney, respectively, pursuant to our Directors’ Deferred Compensation Plan. Each unit is the economic equivalent of one common share, but does not confer current dispositive or voting control of any common shares.

(3)

For information regarding Mr. Otto’s beneficial ownership, see “Corporate Governance and Other Matters—Security Ownership of Certain Beneficial Owners.”

(4)

Includes 35,455 common shares subject to compensatory stock options exercisable on or prior to April 22, 2022.

(5)

Percentages are calculated based on 211,242,359 of our common shares outstanding as of February 21, 2022.


18		SITE Centers Corp. ï 2022 Proxy Statement

Environmental, Social and Governance Highlights

SITE Centers is a self-administered and self-managed REIT engaged in the business of acquiring, owning, developing, redeveloping, leasing and managing shopping centers. We aspire to be a good corporate citizen, maintain an exciting workplace for our employees, operate our properties sustainably and engage with the many communities we serve, while driving value creation and favorable returns for our shareholders. Our environmental, social and governance (“ESG”) initiatives are detailed in our annual Corporate Responsibility and Sustainability Report (the “Report”), which can be found in the “Sustainability” section of our website at www.sitecenters.com. Our most recent Report was completed in accordance with GRI standards and includes disclosures with respect to certain SASB standards. Below are some of the highlights of this Report along with recent recognition and accomplishments with respect to our ESG initiatives.

Recent Recognition

^•

Included in Newsweek’s list of America’s Most Responsible Companies for each of the past three years.

^•

Included in the 2022 Bloomberg Gender-Equality Index (“GEI”) comprised of public companies committed to transparency in gender-data reporting and which have exhibited performance on certain gender-data metrics.

^•

Rated “Green Star” by GRESB (Global Real Estate Sustainability Benchmark) for our sustainability benchmark results with an above average rating relative to our peer group with respect to our level of public ESG disclosures.

^•

Recognized as a Green Lease Leader (Silver Level) by the U.S. Department of Energy and The Institute for Market Transformation for our development and implementation of green leases.

Environmental

^•

Headquarters Renovation. We are in the process of renovating our office headquarters in Beachwood, Ohio. This project is expected to be LEED Certified, utilizing a new energy management and lighting controls system. The renovation will improve the R rating for the building’s exterior envelope and will deploy new HVAC equipment to improve energy usage and indoor air quality. The 60,000 square foot project is expected to be completed by the end of 2022.

^•

Green Lease Platform. We aim to include green lease provisions in our new lease agreements with tenants whenever practicable. Green lease provisions allow us to partner with our tenants on the pursuit of renewable energy opportunities in the common and exterior areas of our properties. In 2021, approximately 72% of new leases executed at wholly-owned properties contained green lease language. We have also engaged a consultant to provide mandatory sustainability training to our leasing team which helps to educate our team on sustainability generally and how they can leverage the Company’s sustainability efforts when negotiating leases with our tenants.

^•

Common Area Lighting. In recent years, we have converted old parking lot lighting technology to LED lighting at substantially all of our wholly-owned properties. We also installed smart lighting controls at the vast majority of our wholly-owned properties in order to minimize unnecessary lighting of common areas during off hours.

^•

Energy Efficient Roofing. Large expansive parking lots and dark colored roofs can impact local air temperature through what is commonly referred to as the “urban heat island effect”. To mitigate our properties’ contribution to this phenomenon, we continue to convert older roofing to more energy efficient solutions whenever existing roofs at our properties reach the end of their useful lives. White roof membranes limit the amount of the sun’s energy absorbed into the structure of our buildings, thereby decreasing the cooling costs of our tenants and reducing demand on local electrical grids. We added approximately 249,295 square feet of white roofing to our wholly-owned portfolio during 2021, and approximately 53% of the roofing square footage of our wholly-owned portfolio was comprised of white roofing materials as of December 31, 2021. Our portfolio also includes 60,000 square feet of green roofing systems which improve water run-off and further moderate the temperature fluctuations within our properties.

^•

HVAC Maintenance and Carbon Emission Reduction. Heating, cooling and lighting within our tenants’ spaces are responsible for the substantial majority of energy used at our properties. Although we have limited control of energy usage within our tenants’ spaces, we have recently implemented a program that requires applicable tenants to provide evidence of quarterly maintenance of their HVAC units which, in turn, is expected to increase the life and efficiency of HVAC units across our portfolio. Approximately 34% of tenants having HVAC maintenance provisions in their leases were in compliance with these requirements at the end of 2021, and the Company is targeting at least a 50% compliance rate at the end of 2022. We also continue to partner with vendors and utility companies to expand our EV charging stations in our centers. As of December 31, 2021, 205 electric car charging stations were operating across our portfolio.


SITE Centers Corp. ï 2022 Proxy Statement		19

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Water Conservation. We employ water conservation strategies when practical, including xeriscaping, rain water collection, re-use of grey water for chiller systems, drip irrigation installations, native landscaping, reclaimed water and smart metering. In 2021, we began installing smart water meters across our properties. Smart water meters will help us to detect leaks more quickly and decrease usage over time. As of December 31, 2021, we had installed 833 smart meters across our portfolio.

Social and Human Capital Management

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Employee Engagement Survey and Tenure. We again engaged Gallup, Inc. in 2021 to survey the level of our workforce engagement. 97% of our employees participated in the 2021 survey and the Company scored in the top half of Gallup’s overall client database. Support for our work environment is also evidenced by our relatively low level of voluntary attrition with approximately 82% of our employees having been with the Company for over 5 years and 53% for over 10 years.

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Gender Diversity Initiatives. We promote a gender diverse and inclusive culture through the organization’s Women of Influence program, which nurtures the development of women across the Company through mentoring programs, cross-function relationship building, networking and speaker events, and charitable giving initiatives. At the end of 2021, women represented approximately 63% of our workforce and 46% of our managers (defined by reference to the EEO-1 job class categories to include executive/senior-level officials and managers and first/mid-level officials and managers).

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Racial Diversity Initiatives. At the end of 2021, the ethnicity of our workforce was approximately 80% White, 12% Black, 4% Hispanic, 2% Asian, and 2% Other (in accordance with EEO-1 categories and methodology) and members of ethnic and racial minorities represented approximately 7% of our managers. The decrease in certain of our diversity statistics compared to year-end 2020 was the result of RVI’s sale of its remaining Puerto Rico properties in August 2021 which had been managed by local Company employees. Of the Company’s employees, 73% of employees were assigned to work in the corporate headquarters in Beachwood, Ohio, with the rest working in regional offices or remotely. In 2020 and 2021, we partnered with Jopwell, a minority-focused recruiting resource, and implemented internal policies that promote consideration of qualified minority candidates for open positions, which resulted in an increase in the number of diverse candidates interviewed and hired to fill open positions.

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SITE HELPERS. In 2020, we started the SITE HELPERS (Humility, Empathy, Listening, Process, Education, Reconciliation and Support) initiative in order to facilitate a discussion regarding diversity, equity and inclusion within our Company and to better understand the perspectives of the diverse members of our workforce. In 2021, the SITE HELPERS steering committee engaged a consultant to lead interactive discussions and training sessions with our employees and leaders on the topics of enhancing inclusivity and trust and identifying potential biases within our organization. Our SITE HELPERS committee, in partnership with various Company leaders and staff, also created and launched a work-based internship program designed to provide minority students at public high schools in Atlanta, Georgia with opportunities to learn more about the real estate industry and related careers.

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Flexible Remote Work Policy. Most of our employees performed their responsibilities in a remote working environment from March 2020 until September 2021. In connection with our return to the office environment, and in order to promote our employees’ work-life balance, in September 2021 we implemented a flexible Work From Home policy designed to allow employees to work up to two days per week from home.

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Other Employee Benefits. We promote employee health and well-being by providing access to a competitive and comprehensive benefits program, a state-of-the-art fitness center located at our Beachwood, Ohio office staffed by a certified fitness and yoga instructor, our Make It Happen wellness program, flex time and summer hours, and scholarship opportunities for employees’ families.

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Community Involvement. We support the communities in which we live through our strategic partnership with Ronald McDonald House Charities, implementation of our YOUnity program to support our employees’ charitable giving and enable efficient Company matching for employee donations, and our Community Impact Day Program, which allows employees to utilize two paid workdays each year to volunteer for charitable organizations and/or engage in community activities of their choice. In 2021, the Company and its employees donated approximately $304,000 to charitable organizations of their choice and tracked 424 hours of volunteer time.

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Vendor Conduct. We require that our property operations vendors agree to a vendor code of conduct and comply with terms and conditions that are designed to promote fair wages, adherence to applicable labor laws and high ethical standards.


20		SITE Centers Corp. ï 2022 Proxy Statement

Governance

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Board Diversity. Our Board values diversity in experience, professional background, tenure and gender. Three of our seven Director nominees (43%) are women, one of our Director nominees (14%) is African American, and six of our seven Director nominees (86%) qualify as independent within the meaning of NYSE rules.

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ISS Governance Rating. We maintained a governance QualityScore of 1 in 2021, representing Institutional Shareholder Services’ highest possible governance rating.

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Proxy Access. As discussed elsewhere in this Proxy Statement, we have adopted customary proxy access provisions and a majority vote standard in uncontested elections of Directors.

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Shareholder Amendments. Our Code of Regulations can be amended by the affirmative vote of shareholders owning a majority of our common shares issued and outstanding on the applicable record date at any meeting of shareholders called for such purpose.

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Annual Director Elections. We do not have a classified Board. We are incorporated under the laws of the State of Ohio and, unlike many REITs incorporated in Maryland, we cannot classify our Board without shareholder consent.

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Control Share Act Opt-out. We have opted out of the Ohio Control Share Act, which requires that an investor seeking to acquire shares in excess of certain ownership thresholds first obtain consent from disinterested shareholders.


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4. Proposal Two: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

Proposal Summary and Board Recommendation

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, we are asking you to cast an advisory (non-binding) 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 of our Proxy Statement for the 2022 Annual Meeting of Shareholders, 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 which will enhance shareholder 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 shareholders. 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.

This non-binding advisory vote is currently scheduled to be conducted every year. The next Say-on-Pay vote is expected to take place at our 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). The next vote on the frequency of our Say-on-Pay vote is also expected to take place at our 2023 Annual Meeting.

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 comprise a significant portion of our overall executive remuneration. For these incentive plans, we establish performance metrics and objectives so that the level of compensation received appropriately corresponds to the level of performance achieved. In addition, the vesting requirements of service-based RSU awards are designed to encourage the retention of our named executive officers and ownership that results in business decisions that build long-term shareholder value and thus stock price appreciation.

60% of our named executive officers’ annual incentive award payout for 2021 was determined by reference to the Company’s performance with respect to two key quantifiable metrics: Operating FFO and Adjusted EBITDA. The remaining 40% of these executives’ annual incentive award was tied to the Compensation Committee’s assessment of individual performance and the achievement of objectives for which the executive was individually responsible. We believe you should vote “FOR” the 2021 compensation of our named executive officers because it was aligned with our actual 2021 performance and appropriately reflects key achievements resulting from their leadership.


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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, 2021 and the Proxy Statement for the 2022 Annual Meeting of Shareholders for filing with the SEC.

Compensation Committee

Terrance R. Ahern, Chair

Jane E. DeFlorio

Dawn M. Sweeney

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during 2021 were Terrance R. Ahern, Jane E. DeFlorio and Dawn M. Sweeney. 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 Mr. Ahern or Mses. DeFlorio or Sweeney at the same time serves or served as 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.


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5. Compensation Discussion and Analysis

Overview

In this section of the Proxy Statement, we explain and discuss our 2021 executive compensation program. This discussion is also intended to describe our compensation policies with respect to our executive officers and to provide a review of our compensation decisions for 2021. Our goal is to provide a better understanding, both in absolute terms and relative to our performance, of our compensation practices and the decisions made concerning the compensation payable to our executive officers, including the Chief Executive Officer and the other executive officers named in the “2021 Summary Compensation Table” below. We refer to the executive officers included in that table, namely Mr. Lukes (our President and CEO), Mr. Fennerty (our EVP and CFO), Ms. Vesy (our EVP and CAO) and Mr. Cattonar (our EVP and CIO), as our “named executive officers”.

The Compensation Committee of our Board, referred to in this section as the “Committee,” generally designs and administers our executive compensation program. All principal elements of compensation paid to our named executive officers are subject to approval by the Committee.

Executive Summary

2021 Performance Highlights

2021 was a transformational year for our Company. We began 2021 focused on mitigating the impact of the COVID-19 pandemic on our business but quickly transitioned to leveraging the strength of our operations, leasing platform and balance sheet to build a foundation for sustainable future growth. In the early months of the year, the Company negotiated arrangements with the last group of large tenants which had failed to pay 2020 rents as a result of the COVID-19 pandemic and worked with tenants to normalize rent collections. Throughout the year, the Company’s leasing team capitalized on the increasing importance of suburban store locations to tenants’ businesses and the improved financial health of national credit tenants to produce leasing volumes well in excess of 2020 levels. Improving transactions markets helped the Company to substantially complete the sale of RVI’s remaining properties which, in turn, led to RVI’s distribution of $190 million to the Company in October 2021 on account of the Company’s preferred investment. This distribution, together with retained cash from improved operations and proceeds of the Company’s March 2021 equity offering, provided the Company with important capital to consummate significant property acquisitions, finance new anchor tenant buildouts and redevelopment projects, redeem certain of the Company’s preferred shares and repay other indebtedness ahead of scheduled maturities. The Company concluded 2021 with reduced leverage levels, no outstanding balance on its revolving lines of credit and significant immediate liquidity (from both cash on hand and amounts available from settlement of forward equity sales) leaving the Company well positioned to take advantage of future growth and investment opportunities.

We believe that support for the Company’s performance and its leadership is evidenced by the recent relative performance of our common stock and feedback from the investment community. From December 13, 2017, the date on which the Company announced its strategy to improve the quality of its portfolio and balance sheet through the spin-off of RVI, until close of trading on February 16, 2022, the TSR of the Company’s common shares was 41.5% compared to a return of 23.4% for the FTSE NAREIT Shopping Center Index.

2021 Annual Incentive Compensation Program Overview

Our Committee typically establishes both quantitative and qualitative performance metrics to govern our annual incentive compensation program during the first quarter of each year. In February 2021, our Committee determined that it was unable at that time to adopt quantitative performance metrics for 2021 due to the uncertainty that continued to exist with respect to the impact of the COVID-19 pandemic on Company operations. Following improvement in the operating environment during the first quarter of 2021 and management’s release of updated earnings guidance in April 2021, the Committee established our 2021 annual incentive compensation program in early May 2021.

The 2021 annual incentive compensation program included both quantitative performance metrics, namely Operating FFO and Adjusted EBITDA, and subjectively-evaluated qualitative performance metrics. The quantitative metrics comprised 60% of the program’s overall assessment of executive performance for 2021, and the Committee set the “target” level of


24		SITE Centers Corp. ï 2022 Proxy Statement

performance for the program’s Operating FFO performance metric within the Operating FFO guidance range issued by management in April 2021 in connection with the disclosure of first quarter financial results. The remaining 40% of the annual incentive compensation program involved a qualitative assessment of each named executive officer’s individual performance.

According to this design, and based on the achievements highlighted above and discussed in further detail below, the Committee approved annual incentive payments to Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy for 2021 in the amounts of $2,250,000, $675,000, $525,000 and $510,000, respectively, which represented the maximum level of the annual incentive award opportunities provided in their employment agreements. Mr. Lukes elected to receive his annual incentive payout in cash as opposed to in RSUs at a 20% increase as permitted by his employment agreement. In accordance with their employment agreements, annual incentives were paid to Messrs. Fennerty and Cattonar and Ms. Vesy in cash.

New Employment Agreements with Certain Named Executive Officers

The Committee continues to believe that fixed-term employment agreements are appropriate for our executives because they give the Company the opportunity toward the end of the contract term to reconsider the composition of its leadership team, evaluate the Company’s executive compensation program against its peers, align the structure of the Company’s executive compensation program with its current strategy and promote executive retention through new grants of long-term equity.

In September 2020, we entered into an employment agreement with Mr. Lukes which expires in September 2024. In 2021, the Company entered into new employment agreements with our other named executive officers in order to better align their compensation structures with the compensation structure set forth in Mr. Lukes’ September 2020 employment agreement.

The employment agreements with our named executive officers are designed to balance three essential objectives:

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

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

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

More information concerning the terms of our employment agreements with our named executive officers, including the Committee’s consideration during 2021 of the terms of our new compensation arrangements with Messrs. Fennerty and Cattonar and Ms. Vesy, is provided in the section below entitled “Compensation Program Design – New Employment Agreements with Certain Named Executive Officers” and in the section of this Proxy Statement entitled “Executive Compensation Tables and Related Disclosure – Employment Agreements”.

Overview of 2021 Equity Grants and Performance-Based Equity Results

Service-Based RSUs Awarded in Connection with the Execution of New Employment Agreements. Each of Messrs. Fennerty and Cattonar and Ms. Vesy received awards of service-based RSUs during 2021 in connection with the execution of their new employment agreements. On February 22, 2021, Mr. Fennerty received 30,684 service-based RSUs having a value determined in accordance with his new employment agreement of approximately $375,000 and generally vesting in substantially equal installments on each of the second and third anniversaries of the grant date. On May 11, 2021, Mr. Cattonar received 20,352 service-based RSUs having a value determined in accordance with his new employment agreement of approximately $300,000 and generally vesting in substantially equal installments on each of the first three anniversaries of the grant date. On September 11, 2021, Ms. Vesy received 18,807 service-based RSUs having a value determined in accordance with her new employment agreement of approximately $300,000 and generally vesting in substantially equal installments on each of the first three anniversaries of the grant date.

Annual Service-Based RSU Awards. Pursuant to the terms of their employment agreements, on February 22, 2021, Messrs. Lukes and Fennerty were granted 81,822 and 20,457 service-based RSUs having a value of approximately $1 million and $250,000, respectively, which grants will generally vest in substantially equal installments on each of the first three anniversaries of the grant date.

2021 Performance-Based RSU Awards. Pursuant to the terms of their employment agreements, on March 1, 2021, Messrs. Lukes and Fennerty were granted 154,512 and 38,628 performance-based RSUs having “target” values of approximately $2 million and $500,000, respectively, subject to a three-year performance period beginning on March 1, 2021 and ending


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February 29, 2024. These performance-based RSUs (or “PRSUs”) become payable to the executives in common shares at the end of the performance period, if at all, based on the percentile rank of the Company’s TSR measured over the performance period as compared to the TSR of a defined group of peer companies, subject generally to the executives’ continued employment with us.

Settlement of 2018 and 2019 CEO Performance-Based RSU Awards. On March 1, 2018, in accordance with the terms of his prior employment agreement, the Company granted Mr. Lukes PRSUs having a performance period ending on February 28, 2021 and a target value of approximately $3 million (excluding accrued dividends). Based on the Company’s relative TSR during the three-year period ended February 28, 2021, this award paid out at the maximum level in March 2021, and Mr. Lukes received 558,164 common shares (which included accrued dividends) having a market value of $7,568,704 based on the closing price of the Company’s common shares on February 28, 2021.

On March 1, 2019, in accordance with the terms of his prior employment agreement, the Company granted Mr. Lukes PRSUs having a performance period ending on February 28, 2022 and a target value of approximately $3 million (excluding accrued dividends). Based the Company’s relative TSR during the three-year period ended February 28, 2022, this award paid out at the maximum level in March 2022, and Mr. Lukes received 494,334 common shares (which included accrued dividends) having a market value of $7,686,894 based on the closing price of the Company’s common shares on February 28, 2022.

The results of these performance-based awards are evidence of the alignment of our compensation program with actual performance. Due to the lagging relative performance of our share price during calendar year 2017, no shares were earned by Mr. Lukes with respect to the performance-based equity awards granted to him in March 2017 and therefore Mr. Lukes earned less compensation through December 31, 2020 than originally intended under our performance-based equity programs. However, as a result of the outperformance of our share price following the Company’s December 2017 announcement of its plans to spin-off RVI, the value realized by Mr. Lukes in March 2021 and March 2022 with respect to PRSUs granted to him in March 2018 and March 2019 exceeded the target values originally established by the Committee.

Settlement of 2020 CFO Performance-Based RSU Awards. On March 1, 2020, in accordance with the terms of his prior employment agreement, the Company granted Mr. Fennerty 5,954 PRSUs having a performance period ending on February 28, 2021 and a target value of approximately $75,000 (excluding accrued dividends), 11,909 PRSUs having a performance period ending on February 28, 2022 and a target value of approximately $150,000 (excluding accrued dividends) and 17,863 PRSUs having a performance period ending on February 28, 2023 and a target value of approximately $225,000 (excluding accrued dividends). Based on the relative TSR of the Company during the 12-month period ended February 28, 2021, Mr. Fennerty received 12,131 common shares (which included accrued dividends) having a market value of $164,496 based on the closing price of the Company’s common shares on February 28, 2021. Based on the relative TSR of the Company during the 24-month period ending February 28, 2022, Mr. Fennerty received 24,921 common shares (which included accrued dividends) having a market value of $387,519 based on the closing price of the Company’s common shares on February 28, 2022.

Investor Outreach

We proactively meet with our largest shareholders 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, 2021, we have held meetings with 12 of our 25 largest institutional investors who we believe collectively own, together with members of the Otto Family, over 40% of our common shares as of December 31, 2021. 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 shareholder concerns regarding our pay practices or executive compensation program.


26		SITE Centers Corp. ï 2022 Proxy Statement

Compensation Program Design

Compensation Philosophy and Objectives

Our primary executive compensation objectives are to:

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

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reward executives on an annual basis in a manner aligned with our financial performance, organizational objectives and their individual goals;

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

SEC Form DEF 14A filed by SITE Centers Corp.