DEF 14A

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

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

Included in Bloomberg’s 2021 Gender Equality Index. 62% of our employees and 38% of our Directors 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 d11967ddef14a.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

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SITE Centers Corp.

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LOGO

Notice of Annual

Meeting of Shareholders

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

The 2021 Annual Meeting of Shareholders of SITE Centers Corp. will be held as follows:


WHEN:		9:00 a.m. local time, Tuesday, May 11, 2021.

WHERE:		Due to the continuing public health impact of the COVID-19 pandemic and out of an abundance of caution to support the health and well-being of our shareholders, employees and Directors, the Annual Meeting will be held in a virtual meeting format only, via live webcast at www.meetingcenter.io/295175720. You will not be able to physically attend the Annual Meeting in person.

ITEMS OF BUSINESS:		^• Election of eight 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, 2021 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 2021 Proxy Statement and 2020 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, 2021

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be held on May 11, 2021

2021 Proxy Statement Table of Contents


1. Proxy Statement Summary			1

2. Proposal One: Election of Eight 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			12

Proxy Access			12

Majority Vote Standard			13

3. Board Governance

Board Leadership			14

Meetings of Our Board			14

Meetings of Non-Management and Independent Directors			14

Committees of Our Board			14

Risk Oversight			16

Compensation of Directors			17

Director Stock Ownership Guidelines			18

Security Ownership of Directors and Management			19

Environmental, Social and Governance (“ESG”) 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			28

2020 Compensation Program			32

Stock Ownership Guidelines			40

Hedging and Pledging Policy			40

Compensation-Related Risk Analysis			40

6. Executive Compensation Tables and Related Disclosure

2020 Summary Compensation Table			41

2020 Grants of Plan-Based Awards Table			43

Outstanding Equity Awards at 2020 Fiscal Year-End Table			44

2020 Option Exercises and Stock Vested Table			45

2020 Nonqualified Deferred Compensation Table			45

Potential Payments Upon Termination or Change in Control			46

Employment Agreements			48

CEO Pay Ratio			53


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

Proposal Summary and Board Recommendation			54

Fees Paid to PricewaterhouseCoopers LLP			54

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			55

Auditor Independence			55

Audit Committee Report			55

8. Corporate Governance and Other Matters

Codes of Ethics			56

Reporting and Non-Retaliation Policy			56

Policy Regarding Related-Party Transactions			57

Security Ownership of Certain Beneficial Owners			57

Shareholder Proposals for 2022 Annual Meeting of Shareholders			58

Householding			58

Other Matters			58

9. Frequently Asked Questions

Why did you send me this Proxy Statement?			59

Who is entitled to vote at the Annual Meeting?			59

How do I attend and vote at the Virtual Annual Meeting?			59

How many votes do I have?			60

How do I vote by proxy?			60

May I revoke my proxy?			60

Who is soliciting my proxy?			61

Can I receive these proxy materials by email in the future?			61

What constitutes a quorum?			61

What vote is required to approve each proposal assuming that a quorum is present at the Annual Meeting?			61

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.

2021 Annual Meeting of Shareholders


Date and Time:		Tuesday, May 11, 2021 at 9:00 a.m. Eastern Time

Location:		In light of the COVID-19 pandemic and in the best interest of the health and safety of SITE Centers Corp.’s (“we,” “our,” “us,” the “Company” or “SITE Centers”) shareholders, employees and Directors, the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting” or the “Annual Meeting”) will be held in a virtual meeting format only via the Internet at www.meetingcenter.io/295175720. 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 59 of this Proxy Statement.

Record Date:		March 15, 2021

Mail Date:		We will begin mailing this Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders, 2020 Annual Report and Proxy Card on or about April 1, 2021 to all shareholders of record entitled to vote.

Voting Matters and Board Recommendations


MATTER		PAGE	BOARD RECOMMENDATION
Proposal 1:	Election of eight 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	54	For

How to Vote

Shareholders of record 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.meetingcenter.io/295175720. You will need the control number that appears on your Notice of Annual Meeting of Shareholders and Proxy Card and the meeting password, SITC2021.


SITE Centers Corp. ï 2021 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, you must forward a legal proxy from your broker, bank, trust or other nominee holding your shares to Computershare Trust Company, N.A. (“Computershare”) at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Thursday, May 6, 2021. 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.meetingcenter.io/295175720 and enter your control number and the meeting password, SITC 2021.

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

2021 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 DeFlorio

2017

Yes

Chair

✔

Dr. Thomas Finne

2009

Yes

✔

David R. Lukes

2017

Chair

Victor B. MacFarlane

2002

Yes

Chair

Alexander Otto

2015

Yes

Dawn M. Sweeney

2018

Yes

✔

Chairman of the Board

Our Board of Directors (the “Board”) strives to maintain an independent, balanced and diverse set of directors that collectively possess the expertise to ensure effective oversight of management.


2		SITE Centers Corp. ï 2021 Proxy Statement

PROXY STATEMENT SUMMARY

2020 Performance Highlights

Beginning in March 2020, the COVID-19 pandemic had a significant impact on the retail sector within the continental U.S. and the communities in which our properties, tenants and employees are located. A large number of our tenants ceased operations for a period of time, failed to make one or more rent payments, sought rent relief from us and, in some cases, permanently closed or filed for bankruptcy. Against this backdrop, we took steps to stabilize our operations, maximize our financial resources, position our business for future success and provide for the safety and well-being of our employees and tenants and patrons at our properties. Highlights of our 2020 performance include:


Operations		^• Worked with tenants to maximize collection of rents by offering rent relief on a case-by-case basis, often in exchange for valuable concessions in the form of tenant extensions of lease terms, the relaxation of leasing restrictions and co-tenancy provisions, and, in some cases, alterations of control areas to allow for the development of new square footage. As of March 4, 2021, our tenants had paid approximately 81%, 88% and 95% of aggregate base rents for the second, third and fourth quarters of 2020, respectively, on a pro rata basis, which compared favorably to collection rates disclosed by many of the Company’s peers. ^• Generated strong leasing activity and volumes during the second half of 2020, benefitting from a growing trend of larger format tenants seeking to expand store footprints within the high income suburban communities in which our properties are located. The Company leased approximately 803,000 square feet of space (at pro rata share and including renewals) in the third quarter of 2020, representing a 4% increase over leasing activity in the third quarter of 2019, and approximately 945,000 square feet of space (at pro rata share and including renewals) in the fourth quarter of 2020, representing the Company’s highest quarterly leasing volume since the third quarter of 2018.
Transactions		^• Completed the sale of the Company’s interest in the DDRTC joint venture to its partner, an affiliate of TIAA-CREF, in February 2020 based on a gross asset value of $1.14 billion resulting in net proceeds to the Company of approximately $140.4 million. ^• Completed the termination of the Company’s BRE DDR III and BRE DDR IV joint ventures with affiliates of Blackstone in late 2020, resulting in the acquisition of nine properties and cash from the joint ventures and the monetization of the Company’s preferred investments in the joint ventures.
Balance Sheet and Risk Management		^• In March 2020, redeemed all of the Company’s $200 million aggregate principal amount of 4.625% Senior Notes due 2022 largely with proceeds from the sale of the Company’s interest in the DDRTC joint venture, thereby positioning the Company at the outset of the COVID-19 pandemic with more than $800 million of liquidity, less than $124 million of property-level indebtedness maturing prior to the end of 2021 (including the Company’s share of joint venture indebtedness) and no unsecured maturities prior to 2023. ^• Reduced spending on large capital expenditure projects and suspended payment of dividends on the Company’s common shares for the second and third quarters of 2020 in order to further strengthen the Company’s liquidity profile.
Business Continuity; Employee Health and Safety		^• Successfully transitioned the Company’s workforce to a remote working environment in March 2020 through an accelerated distribution of additional equipment to Company employees and facilitated by significant recent investments in our information technology systems.


SITE Centers Corp. ï 2021 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

^• 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 323 employees (as of year-end 2020) 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 neighborhoods in which our properties are located. Recent recognition includes:

Our dedication to our community and the environment is detailed in our annual Corporate Responsibility and Sustainability Report which was prepared in 2020 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 2021 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, in a typical year, based on multiple performance metrics 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 new 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 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 to receive the value of his annual incentive award in RSUs at a 20% increase.


SITE Centers Corp. ï 2021 Proxy Statement		5

PROXY STATEMENT SUMMARY

2020 Executive Compensation

The table below summarizes 2020 compensation awarded or paid to our continuing named executive officers as reported in the 2020 Summary Compensation Table included in this Proxy Statement. In February 2020, our Compensation Committee established our 2020 annual incentive compensation program which included both quantitative performance metrics, namely Operating Funds From Operations (“FFO”) and Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), and subjectively-evaluated qualitative performance metrics. As a result of the impact of the COVID-19 pandemic on our business, the Compensation Committee subsequently decided that the quantitative components of the annual incentive compensation program no longer appropriately incentivized or measured management’s performance in 2020 and effectively replaced these quantitative components with an expanded qualitative evaluation of our executives’ actual performance. Messrs. Lukes (President and CEO) and Fennerty (Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”)) and Ms. Vesy (EVP and Chief Accounting Officer (“CAO”)) were awarded 2020 incentive compensation payouts of $1,350,000, $300,000 and $285,000, respectively, which represented the target amount of the bonus award opportunities provided for under their employment agreements in effect at the end of the year. As further described below, Mr. Lukes’ payout was made in the form of service-based restricted stock units (“RSUs”) equal to 120% of his earned value, with the 20% additional amount reflecting the additional three-year ratable vesting requirement.

Of the approximately $8.5 million total compensation reported for Mr. Lukes in the 2020 Summary Compensation Table, approximately $3 million consisted of an annual grant of performance-based RSUs which become 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. In addition, approximately $3 million of total compensation reported for Mr. Lukes in 2020 was attributable to time-based RSUs issued to Mr. Lukes in connection with the execution of his new September 2020 employment agreement, half of which RSUs will vest ratably on the first four anniversaries of the contract date and half of which RSUs will vest on the fourth anniversary of the contract date. These time-based RSUs effectively succeeded the RSUs previously issued to Mr. Lukes upon the execution of his original employment agreement in March 2017 which had an original grant date fair value of approximately $3 million and vested ratably on the first four anniversaries of their date of grant.

Portions of the executives’ annual incentive awards for 2020 are reported in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns in accordance with applicable Securities and Exchange Commission (“SEC”) disclosure rules and interpretive guidance as a result of the replacement of the original quantitative components of the 2020 incentive compensation program with an expanded qualitative assessment. For more details on 2020 executive compensation, including factors considered by our Compensation Committee in determining 2020 incentive compensation awards, 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	$	865,128	$	972,000	$	6,013,999	$	648,000	$	56,437	$	8,555,564
Conor M. Fennerty	EVP and CFO	$	400,000	$	150,000	$	443,805	$	150,000	$	11,120	$	1,154,925
Christa A. Vesy	EVP and CAO	$	380,000	$	76,000	$	133,000	$	76,000	$	11,394	$	676,394

Historical Say-on-Pay Voting Results



		Shareholders have continued to show strong support for our executive compensation programs with approximately 96%, 99% and 96% of votes cast for the approval of the “say-on-pay” proposals at our 2018, 2019 and 2020 Annual Meetings of Shareholders, respectively.


6		SITE Centers Corp. ï 2021 Proxy Statement

2. Proposal One: Election of Eight 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 eight 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 EIGHT 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.

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 early stage technology companies spanning data/analytics, cybersecurity, machine learning, e-commerce, educational technology and virtual reality. 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 (today owned by Oracle), 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. Ms. Abraham also serves as the Vice Chair of Upskill, a virtual reality company for large scale manufacturing enterprises. 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 is also 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: 58

INDEPENDENT: YES

COMMITTEES:

^• Audit

^• Nominating and ESG


SITE Centers Corp. ï 2021 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: 65

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 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, the Museum at Fashion Institute of Technology and the East Hampton Historical Society. 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: 50

INDEPENDENT: YES

COMMITTEES:

^• Audit (Chair)

^• Compensation

^• Pricing


8		SITE Centers Corp. ï 2021 Proxy Statement

DR. THOMAS FINNE

Managing Director, KG CURA Vermögensverwaltung G.m.b.H. & Co. (commercial real estate company, Hamburg, Germany)

Background: Dr. Finne is the Managing Director of KG CURA Vermögensverwaltung G.m.b.H. & Co., a commercial real estate company located in Hamburg, Germany, that manages assets in North America and Europe. Prior to joining KG CURA Vermögensverwaltung G.m.b.H. & Co. in 1992, Dr. Finne was responsible for controlling, budgeting, accounting and finance for Bernhard Schulte KG, a ship owner and ship manager located in Hamburg, Germany. He served as a director of Sonae Sierra Brasil S.A., which owns and operates retail real estate assets in Brazil, until August 2019. Dr. Finne graduated with an undergraduate degree in business administration and received his doctorate from the International Tax Institute at the University of Hamburg.

Qualifications: Dr. Finne’s experience in international commercial real estate enables him to contribute an international perspective on the issues impacting a real estate company facing today’s challenges and opportunities. His service on the board of directors of several international real estate companies further provides him with business modeling experience and an appreciable awareness of the most effective and essential functions of a board of directors.

LOGO

DIRECTOR SINCE: 2009

AGE: 62

INDEPENDENT: YES

COMMITTEES:

^• Nominating and ESG

^• Dividend Declaration

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 Retail Value Inc. (“RVI”), an owner and operator of shopping centers located in the continental U.S. and Puerto Rico managed by SITE Centers, the shares of which are listed on the New York Stock Exchange, 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.

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: 51

INDEPENDENT: NO

COMMITTEES:

^• Dividend Declaration

^• Pricing


SITE Centers Corp. ï 2021 Proxy Statement		9

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. Mr. MacFarlane has more than 40 years of real estate investment experience. He sits on the Advisory Board of the Robert Toigo Foundation and is an emeritus board member of the Real Estate Executive Council. He is a member and former Trustee of the Urban Land Institute; a member and former Director of PREA; and a member of the International Council of Shopping Centers.

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: 69

INDEPENDENT: YES

COMMITTEES:

^• Nominating and ESG (Chair)

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: 53

INDEPENDENT: YES


10		SITE Centers Corp. ï 2021 Proxy Statement

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. She also served as Group Executive for Membership, which focused on growing and diversifying AARP’s membership. 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, on the executive and audit committees of the board of directors of Save the Children, is Vice Chair of the board of Save the Children Action Network and has also served as Chair of the board of the Bryce Harlow Foundation, an organization dedicated to ethics and integrity in lobbying. 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: 61

INDEPENDENT: YES

COMMITTEES:

^• Audit

^• Compensation

Transactions with the Otto Family

In 2009, we entered into a stock purchase agreement with Mr. Alexander Otto. Pursuant to this agreement, Mr. Otto and certain members of his family (collectively, 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. During such time as the Otto Family beneficially owns 17.5% or more of our outstanding common shares, 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 during such time as the Otto Family beneficially owns less than 17.5% but more than 7.5% of our outstanding common shares, our Board will nominate one person recommended by the Otto Family who is suitable to us to become a member of our Board at each annual election of Directors. In accordance with the investor rights agreement, Dr. Finne has been proposed by Mr. Otto and subsequently nominated and elected to our Board annually since 2009. Beginning in 2015, Mr. Otto has designated himself as the second person to be nominated by our Board pursuant to the investor rights agreement.

Independent Directors

Our Board has affirmatively determined that all Directors who served during 2020 (except for Mr. Lukes) were, and all Directors nominated by the Board for election in 2021 (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 SEC, including with respect to the applicable Director’s service on the Compensation Committee and/or, excluding Mr. Otto and Dr. Finne, 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.


SITE Centers Corp. ï 2021 Proxy Statement		11

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

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

The Nominating and ESG Committee will consider suggestions forwarded by shareholders to our Secretary concerning qualified candidates for election as Directors. To recommend a prospective candidate for the Nominating and ESG Committee’s consideration and potential recommendation to the Board for nomination for Director, a shareholder may submit the candidate’s name and qualifications to our 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).


12		SITE Centers Corp. ï 2021 Proxy Statement

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.


SITE Centers Corp. ï 2021 Proxy Statement		13

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, 2020, our Board held six meetings and undertook four 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 2020. 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 2020, 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. As a result of the annual review performed during 2020, the Nominating and Corporate Governance Committee was renamed the Nominating and ESG Committee in order to reflect the committee’s responsibility in reviewing our environmental, social and governance initiatives and policies. 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.


14		SITE Centers Corp. ï 2021 Proxy Statement


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, in accordance with our Corporate Governance Guidelines. Our Board has determined that each current member of the Audit Committee and each member that served on the Audit Committee in 2020 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 2020.		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; 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, in accordance with our Corporate Governance Guidelines. Meetings: The Compensation Committee held five meetings and took written action on four occasions in 2020.		Members: ^• Mr. Ahern (Chair) ^• Ms. DeFlorio ^• Ms. Sweeney


SITE Centers Corp. ï 2021 Proxy Statement		15


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; 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 and in accordance with our Corporate Governance Guidelines. Meetings: The Nominating and ESG Committee held four meetings in 2020.		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 2020. The Dividend Declaration Committee took written action on four occasions in 2020.		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 did not meet in 2020.		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.


16		SITE Centers Corp. ï 2021 Proxy Statement

Compensation of Directors

Director Compensation Program

During 2020, 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.


	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		—		—

2020 Director Compensation

In accordance with the compensation program described above, our non-employee Directors received the following compensation during 2020:


DIRECTOR NAME	FEES EARNED OR PAID IN CASH ($)			STOCK AWARDS ($)⁽¹⁾		TOTAL ($)
Terrance R. Ahern		215,000			100,017		315,017
Linda B. Abraham		95,018	⁽²⁾		100,017		195,035
Jane E. DeFlorio		115,000			100,017		215,017
Thomas Finne		70,000			100,017		170,017
Victor B. MacFarlane		80,014	⁽²⁾		100,017		180,031
Alexander Otto		50,000			100,017		150,017
Dawn M. Sweeney⁽³⁾		100,016			100,017		200,033

(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 2020, 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 2020 were as follows: $12.99 on February 15, 2020 (1,925 shares); $4.65 on May 15, 2020 (5,377 shares); $8.06 on August 15, 2020 (3,102 shares); and $9.20 on November 15, 2020 (2,718 shares).

(2)

The amounts reported in this column for Ms. Abraham and Mr. MacFarlane were paid in common shares.

(3)

The cash and stock awards listed for Ms. 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.


SITE Centers Corp. ï 2021 Proxy Statement		17

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, Messrs. Ahern and MacFarlane and Ms. Sweeney have deferred compensation represented by the following number of units as of December 31, 2020:


DIRECTOR NAME	NUMBER OF UNITS UNDER THE DIRECTORS’ DEFERRED COMPENSATION PLAN	VALUE OF UNITS ($)⁽¹⁾
Terrance R. Ahern⁽²⁾	121,825	1,232,871
Victor B. MacFarlane	54,089	547,384
Dawn M. Sweeney	41,957	424,613

(1)

Based on the closing price of our common shares on December 31, 2020 of $10.12.

(2)

In February 2021, 52,045 of these units were settled in common shares.

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 (or $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, 2020.


18		SITE Centers Corp. ï 2021 Proxy Statement

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, 2021, 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		289,808	⁽¹⁾		*
Linda B. Abraham		36,964	⁽²⁾		*
Terrance R. Ahern		339,117	⁽²⁾		*
Jane E. DeFlorio		32,353			*
Conor M. Fennerty		13,721	⁽¹⁾		*
Thomas Finne		61,092			*
Victor B. MacFarlane		93,804	⁽²⁾		*
Alexander Otto		38,317,702	⁽³⁾		19.8
Dawn M. Sweeney		23,394	⁽²⁾		*
Christa A. Vesy		101,362	⁽¹⁾⁽⁴⁾		*
Michael A. Makinen		168,120	⁽¹⁾⁽⁶⁾		*
All Current Executive Officers and Directors as a Group (10 persons)		39,309,317			20.3

Less than 1%

(1)

Does not include 460,712, 45,929, 19,986 and 39,582 RSUs credited to the accounts of Messrs. Lukes, Fennerty and Makinen 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 70,366, 54,349, 3,958 and 46,219 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 38,230 common shares subject to compensatory stock options exercisable on or prior to April 22, 2021.

(5)

Percentages are calculated based on 193,373,697 of our common shares outstanding as of February 21, 2021.

(6)

Beneficial ownership information for Mr. Makinen is provided as of September 23, 2020, his last date of service as an executive officer of the Company, based on his Form 4 filing with the SEC on March 23, 2020, plus 257,168 shares granted to Mr. Makinen in December 2020 in connection with the settlement of his performance-based RSU awards, less 137,019 shares withheld by the Company in December 2020 to satisfy Mr. Makinen’s tax obligations with respect to this performance-based RSU settlement and certain other outstanding equity awards.

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 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 Global Reporting Initiative (“GRI”) standards and includes disclosures with respect to certain Sustainability Accounting Standards Board (“SASB”) standards. Below are some of the highlights of this Report along with recent recognition and accomplishments with respect to our ESG initiatives.


SITE Centers Corp. ï 2021 Proxy Statement		19

Recent Recognition

^•

Included in Newsweek’s list of America’s Most Responsible Companies both in 2020 and 2021.

^•

Included in the 2021 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

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Energy Efficiency and LED Lighting. We conduct quarterly reviews of energy usage at our properties to identify opportunities and strategies for improving energy efficiency. Our greatest usage of electricity relates to the maintenance of the exterior common areas at our properties. In order to generate significant energy savings and provide better lighting levels for our tenants and customers, 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.

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Renewable Energy/Carbon emission reduction. We are exploring the expansion of our existing solar power program in order to offset our use of non-renewable energy sources in the common areas of certain of our shopping centers. We also continue to partner with vendors and utility companies to expand our EV charging stations in our centers.

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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 have implemented a policy to install white reflective roofs as part of any roof replacement project that takes place across our portfolio and to add insulation to increase existing R ratings. White roof membranes limit the amount of the sun’s energy absorbed into the structure of our buildings, thereby reducing the urban heat island effect, decreasing the cooling costs of our tenants and reducing demand on local electrical grids. We added approximately 550,000 square feet of white roofing to our wholly-owned portfolio during 2020, and approximately 47% of the roofing square footage of our wholly-owned portfolio was comprised of white roofing materials as of December 31, 2020.

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Waste Reduction and Diversion. We work with waste providers to maximize recycling and the amount of tenant waste generated at our properties diverted away from landfills. During 2020, we diverted approximately 34% of the waste generated by our tenants at our wholly-owned properties away from landfills.

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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.

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Green Lease Platform. We aim to include green lease standards in our new lease agreements with tenants whenever possible. Green leasing provisions allow us to engage with our tenants on the amount and cost of their utility usage and partner with them on the pursuit of renewable energy opportunities at our properties. In 2020, approximately 79% of new leases executed at wholly-owned properties contained green lease language.

Social and Human Capital Management

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COVID-19 Pandemic Workplace Response and Remote Work Environment. In response to the COVID-19 pandemic, beginning in March 2020, we provided employees with the equipment and resources needed for them to perform their responsibilities in a remote working environment. While we reopened our corporate headquarters on a voluntary-return basis in October, most employees continued to work remotely as of the end of the first quarter of 2021. In contemplation of our eventual return to the office environment, we implemented a flexible Work From Home policy designed to allow employees to work up to two days per week from home throughout the year.

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COVID-19 Property Management Response. In response to the COVID-19 pandemic, we instituted property level cleaning and disinfection protocols and developed vendor specific protocols across the portfolio to ensure a safe and clean environment for tenants, patrons and members of the community. We also conducted a tenant survey to understand the evolving impact of the pandemic on tenant businesses, their needs for curbside pick-up infrastructure and changes in patron shopping habits.


20		SITE Centers Corp. ï 2021 Proxy Statement

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Employee Engagement Survey and Tenure. We engaged Gallup, Inc. in 2020 to survey the level of our workforce engagement. 97% of our employees participated in the survey and the Company scored in the top half of Gallup’s overall client database and in the top quartile of companies taking the survey for the first time. Support for our work environment is also evidenced by our relatively low levels of voluntary attrition with approximately 78% of our employees having been with the Company for over 5 years and 54% for over 10 years.

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Gender Diversity Initiatives. We promote a diverse and inclusive culture through the organization’s Women of Influence program, which nurtures the development of wo

SEC Form DEF 14A filed by SITE Centers Corp.