SITC SITE Centers Corp

						Notice of Annual Meeting of Shareholders

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

The 2025 Annual Meeting of Shareholders of SITE Centers Corp. will be held as follows:

By order of the Board of Directors,

Aaron M. Kitlowski

Secretary

Dated: April 2, 2025

2025 Proxy Statement Table of Contents

 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.

2025 Annual Meeting of Shareholders

Voting Matters and Board Recommendations

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 and follow the instructions on how to complete an electronic proxy. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or 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 Internet Availability of Proxy Materials or 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/MZR2P4U. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.

 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 Friday, May 9, 2025. 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/MZR2P4U 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.

Internet Availability of Proxy Materials

The rules of the SEC permit us to furnish proxy materials, including this Proxy Statement and our 2024 Annual Report, to our shareholders by providing access to such documents on the internet instead of mailing printed copies. Accordingly, on or about April 2, 2025, we are sending the Notice of Internet Availability of Proxy Materials to our shareholders of record as of the close of business on the Record Date. Shareholders receiving a Notice of Internet Availability of Proxy Materials by mail will not receive a printed copy of proxy materials unless they so request. Instead, the Notice of Internet Availability of Proxy Materials will instruct shareholders as to how they may access and review proxy materials on the internet. Shareholders who receive a Notice of Internet Availability of Proxy Materials by mail who would like to receive a printed copy of the Company’s proxy materials, including a proxy card, should follow the instructions for requesting these materials included in the Notice of Internet Availability of Proxy Materials.

2025 Director Nominees

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

2024 Performance Highlights

On October 30, 2023, the Company announced its strategy to spin off its portfolio of convenience retail properties into a new growth company called Curbline Properties Corp. (“Curbline Properties”). The announcement also outlined the Company’s plan to raise at least $300 million of proceeds from additional asset sales and to close on a mortgage financing facility prior to the separation of Curbline Properties to facilitate the spin-off. With these proceeds, the Company planned to capitalize Curbline Properties with at least $500 million in the form of a combination of cash and a preferred investment in the Company and to repay all of the Company’s unsecured indebtedness.

 PROXY STATEMENT SUMMARY 

During 2024, the Company executed on this strategy, highlighted by the October 1, 2024 spin-off of Curbline Properties, the first publicly-traded real estate investment trust (“REIT”) exclusively focused on the convenience property sector. The total return of the Company’s common shares from the close of trading on October 27, 2023 (the last trading day before the announcement of the Company’s plan to spin-off Curbline Properties) through the close of trading on October 1, 2024 (including the market value of the common shares of Curbline Properties distributed to Company shareholders) was 45.8%, as compared to the 38.8% total return of the FTSE NAREIT Equity Shopping Centers Index during that period.

In preparation for the spin-off transaction, during the first nine months of 2024, the Company sold 40 wholly-owned properties and land parcels and two joint venture properties for gross proceeds of approximately $2.3 billion at the Company’s share, allowing it to capitalize Curbline Properties with $800 million of cash and no preferred investment, versus the original $500 million target. In order to help Curbline Properties scale more quickly, the Company also acquired 14 convenience properties during the first nine months of 2024 for an aggregate price of approximately $219 million and carved out convenience parcels from 26 of its large format shopping centers to include in the Curbline Properties portfolio.

The Company also repositioned its capital structure during the course of 2024 in order to provide appropriate leverage levels and liquidity following the separation of Curbline Properties. The Company used proceeds from asset sales and a $530 million mortgage facility that closed in August 2024 to redeem all of its remaining unsecured notes (approximately $1.2 billion), repay its $200 million term loan and terminate its $950 million revolving credit facility. In November 2024, the Company also used cash on hand to redeem all of its outstanding 6.375% Class A Cumulative Redeemable Preferred Shares. At December 31, 2024, the Company had consolidated indebtedness of approximately $306.8 million (none of which matures in 2025) and a cash balance of approximately $54.6 million.

Corporate Governance Highlights

We are committed to high standards of corporate governance, which we believe will ensure that the Company is managed for the 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.

 PROXY STATEMENT SUMMARY 

Compensation Practices

Historically, the Compensation Committee has overseen the design and administration of, and changes to, the Company’s executive compensation programs for all of the Company’s named executive officers. In 2024, our executive compensation program was aligned with the Company’s performance and the execution of its strategy, namely the spin-off of Curbline Properties. At the start of 2024, our CEO, Mr. Lukes, was a party to a September 2020 employment agreement, which agreement was extended by the Company and Mr. Lukes in July 2024 to operate until the completion of the spin-off. The majority of the targeted level of annualized compensation for Mr. Lukes under the September 2020 employment agreement was designed to be variable and “at risk” based on performance.

In connection with the spin-off of Curbline Properties on October 1, 2024, the employment agreements governing the compensation of our CEO (Mr. Lukes), our former Chief Financial Officer (“CFO”) (Mr. Fennerty) and our Chief Investment Officer (“CIO”) (Mr. Cattonar) were transferred to a subsidiary of Curbline Properties. Following that date, pursuant to the terms of the Shared Services Agreement (defined below), Curbline Properties and its affiliates became responsible (1) for providing the Company with leadership and management services, including a CEO and a CIO, and (2) for making all compensation determinations for and payments to any CEO and CIO provided to the Company by Curbline Properties. Under this arrangement, since the spin-off of Curbline Properties, Messrs. Lukes and Cattonar have continued to serve as our CEO and CIO, respectively; however, they are no longer employed by the Company, and the Company is no longer obligated to provide any direct or indirect compensation for their service as our CEO or CIO. Further, Curbline Properties did not provide Messrs. Lukes and Cattonar with any additional or incremental compensation for their service to us as our CEO and CIO, respectively, during 2024. Mr. Fennerty ceased to serve as our CFO as of the effective time of the spin-off of Curbline Properties, and he is no longer employed by the Company or serving the Company in any capacity.

The Company continues to be responsible for the compensation of our named executive officers who are employed by the Company (namely our CFO, Mr. Morgan, and our General Counsel, Mr. Kitlowski), and the Compensation Committee continues to oversee the design and administration of, and changes to, the Company’s compensation programs with respect to these executives.

2024 Executive Compensation

The table below summarizes 2024 compensation awarded or paid by the Company to our named executive officers as reported in the 2024 Summary Compensation Table included in this Proxy Statement. Historically, our Compensation Committee has established both quantitative and qualitative performance metrics governing our annual incentive compensation program in the first quarter of each year. However, in recognition of the Company’s plan to consummate the spin-off of Curbline Properties and to sell a significant number of properties during the course of 2024, and the inability to forecast the timing and impact of these transactions on quantitative metrics, the Compensation Committee determined in January 2024 that payouts under the 2024 annual incentive compensation program would be based entirely on the Committee’s qualitative assessment of executive performance (subject to the terms set forth in each executive’s employment agreement).

 PROXY STATEMENT SUMMARY 

On September 1, 2024, in preparation for the spin-off of Curbline Properties, the Company entered into assigned employment agreements with each of Messrs. Lukes, Fennerty and Cattonar. Among other things, the assigned employment agreements transferred the employment of each of these executives to a subsidiary of Curbline Properties and provided that the Company would pay a pro-rated portion of their annual cash incentive for 2024 based on the portion of the year occurring prior to the October 1, 2024 spin-off date (with Curbline Properties being responsible for all compensation payable to these executives under their employment agreements from and after October 1, 2024, including with respect to their annual cash incentive for the remaining portion of 2024).

Based on the Compensation Committee’s evaluation of the performance of these executives during the first nine months of 2024, including the Company’s achievements outlined in “2024 Performance Highlights” above, in September 2024, Messrs. Lukes, Fennerty and Cattonar received pro-rated incentive compensation payouts of $1,687,500, $675,000 and $562,500, respectively, which represented the maximum amount of the pro-rated annual incentive award opportunities provided by their employment agreements.

In August 2024, the Company entered into consulting and employment agreements with Mr. Morgan, who served as a consultant from September 16, 2024 until he became employed by the Company and was appointed (and succeeded Mr. Fennerty as) Executive Vice President (“EVP”) and CFO of the Company effective October 1, 2024. The Company also appointed Mr. Kitlowski, its EVP and General Counsel since 2017, as an executive officer effective October 1, 2024.

In February 2025, based on a qualitative assessment of their performance during 2024, the Compensation Committee approved incentive compensation payouts for Messrs. Morgan and Kitlowski of $87,500 and $675,000, respectively, which represented the maximum amount of the annual incentive award opportunities provided for under their employment agreements (in the case of Mr. Morgan, pro-rated to reflect the portion of 2024 he was engaged or employed by the Company). Mr. Kitlowski also received a cash bonus of $225,000 in September 2024 in recognition of his contribution to the successful completion of the spin-off of Curbline Properties.

For more details on 2024 executive compensation, see the “Compensation Discussion and Analysis” section beginning on page 21 of this Proxy Statement and the 2024 Summary Compensation Table on page 34 of this Proxy Statement.

Historical Say-on-Pay Voting Results

		Shareholders have continued to show strong support for our executive compensation programs with approximately 97%, 94% and 95% of votes cast for the approval of the “say-on-pay” proposals at our 2022, 2023 and 2024 Annual Meetings of Shareholders, respectively.

2. Proposal One: Election of Five 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 five 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 FIVE 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. Mr. Lukes and Ms. Sweeney were elected by the shareholders at the 2024 Annual Meeting and Messrs. Boston and Cattonar and Ms. Foster Curry were recommended by the Nominating and ESG Committee for election as Directors during 2024 as described below in “-2024 Director Transition and Recruitment Process.”

Transactions with the Otto Family

In 2009, we entered into a stock purchase agreement with Mr. Alexander Otto pursuant to which Mr. Otto and certain members of his family (collectively, the “Otto Family”) purchased common shares of the Company. In connection with this transaction, we also entered into an investor rights agreement with Mr. Otto under which he had a right to nominate an individual for election to our Board depending on the Otto Family’s level of ownership in the Company. Specifically, if the Otto Family beneficially owned more than 7.5% of our outstanding common shares as of the record date for the applicable meeting of shareholders, our Board was obligated to nominate one person recommended by the Otto Family who was suitable to us to become a member of our Board.

In accordance with the investor rights agreement, Mr. Otto was nominated and elected as Director at the 2024 Annual Meeting of Shareholders and served as a Director until September 30, 2024, when he resigned and joined the board of directors of Curbline Properties. In December 2024, the Otto Family notified the Company that its ownership of our outstanding common shares had fallen below 7.5%, thereby immediately terminating the Otto Family’s right under the investor rights agreement to nominate an individual for election to our Board at the Annual Meeting.

Independent Directors

Our Board has affirmatively determined that all Directors who served during 2024 (except for Messrs. Lukes and Cattonar) were, and all Directors nominated by the Board for election in 2025 (except for Messrs. Lukes and Cattonar) are, independent within the meaning of the rules of the NYSE and, as applicable, the rules of the SEC, including with respect to the applicable Director’s service on the Compensation Committee and/or the Audit Committee. Our Corporate Governance Guidelines provide that our Board will be comprised of a majority of independent Directors and that only those Directors or Director nominees who meet the listing standards of the NYSE will be considered independent. Our Board reviews annually the relationships that each Director or Director nominee has with us (either directly or indirectly), and only those Directors or Director nominees whom our Board affirmatively determines have no material relationship with us will be considered independent.

Director Qualifications and Review of Director Nominees

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

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

The Nominating and ESG Committee will consider suggestions forwarded by shareholders to our Secretary concerning qualified candidates for election as Directors. To recommend a prospective candidate for the Nominating and ESG Committee’s consideration and potential recommendation to the Board for nomination for Director, a shareholder may submit the candidate’s name and qualifications to our Corporate Secretary at the following address: 3300 Enterprise Parkway, Beachwood, Ohio 44122. The Nominating and ESG Committee has not established specific minimum qualifications

that a candidate must have to be recommended to our Board. However, in determining qualifications for new Directors, the Nominating and ESG Committee considers those guidelines described above. The Nominating and ESG Committee will consider a pool of potential Board candidates established from recommendations from shareholders and third parties, including management and current Directors. The Nominating and ESG Committee may, in its discretion, retain a search consultant to supplement the pool of potential Board candidates considered for nomination.

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

2024 Director Transition and Recruitment Process

In connection with the spin-off of Curbline Properties, on September 30, 2024, six of the Company’s seven then current independent Directors (namely Messrs. Ahern, MacFarlane, Otto and Sholem and Mses. Abraham and DeFlorio) resigned from the Board in order to join the board of directors of Curbline Properties. In anticipation of this transition, Messrs. Ahern and Lukes and members of the Nominating and ESG Committee held extensive discussions during 2024 regarding the appropriate size and composition of the Board following the separation of Curbline Properties. Ms. Sweeney was identified at the outset of these conversations as a strong candidate to serve as the Chair of the Board following the spin-off of Curbline Properties based on her leadership skills and familiarity with the Company and its go-forward strategy. Messrs. Ahern and Lukes and Ms. Sweeney also agreed that a Board comprised of five Directors, including three independent Directors, could efficiently and effectively provide oversight of a company with a smaller portfolio and a focused strategy to realize value through operations and the potential sale of additional properties.

Messrs. Ahern and Lukes and Ms. Sweeney then worked to identify two additional independent Directors to join the Board upon completion of the separation of Curbline Properties, placing an emphasis on candidates with backgrounds that would fulfill the needs of the Board and complement the Company’s strategy. Following the consideration and interview of several candidates, Messrs. Ahern and Lukes, Ms. Sweeney and members of the Nominating and ESG Committee recommended that the Board elect Mr. Boston and Ms. Foster Curry upon the completion of the spin-off. In particular, Mr. Boston was recommended because of his perspective as a REIT investor, his demonstrated ability to effectively chair an audit committee and his experience as a director of RVI, a prior spin-off of the Company that sold its final asset and filed a certificate of dissolution in 2022. Ms. Foster Curry was selected because of her ability to leverage her extensive experience in the brokerage, sale and financing of commercial real estate transactions to assist the Board’s oversight in connection with any additional property sales recommended by management. Finally, Mr. Lukes recommended that the Board elect Mr. Cattonar as a director based on his familiarity with the Company’s properties, his significant experience in acquiring and disposing of retail real estate and his familiarity with investors who might be interested in acquiring properties similar to those owned by the Company.

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:

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 Articles of Incorporation provide for a majority vote standard in uncontested elections (subject to the Director resignation policy set forth in our Corporate Governance Guidelines) 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.

3. Board Governance

Board Leadership

Ms. Sweeney serves as Chair of the Board. The position of Chair of the Board is a non-executive officer position and is expected to be held by a non-management, independent Director. The Chair of the Board has the following responsibilities, among others as may be determined by our Board:

We believe that an independent Chair 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 Chair 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 strategy.

Meetings of Our Board

During the fiscal year ended December 31, 2024, our Board held six meetings and undertook twenty-six 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 then current Directors nominated for election virtually attended the Annual Meeting of Shareholders in May 2024. 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 Chair 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 2024, 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.

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 periodically reports to the Board with respect to its oversight of these areas. As the size of our Board has decreased, enterprise risks are increasingly identified and directly discussed with the full Board as well.

Compensation of Directors

In connection with the spin-off of Curbline Properties on October 1, 2024, most of our then-current independent Directors transitioned to Curbline Properties’ board of directors, and two new independent Directors were elected to our Board, along with the election of Mr. Cattonar to our Board. Upon the completion of the spin-off, our Director compensation program was modified to reflect the reduced size of the Company’s operations and its post-spin-off strategy, while continuing to align the interests of our non-management Directors and our shareholders through a combination of cash and equity.

The discussion below describes the key terms of our non-management Director compensation program before and after the spin-off of Curbline Properties. Each non-management Director’s cash compensation was pro-rated based on his or her period of service under the applicable program during 2024, and only Ms. Sweeney was subject to both the pre- and post-spin-off non-management Director compensation programs.

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

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

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

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

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

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

2024 Director Compensation

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

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, 2025, 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.

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 (the “Exchange Act”), 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 2025 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 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). The next vote on the frequency of our Say-on-Pay vote is expected to take place at our 2029 Annual Meeting of Shareholders.

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 actual performance. Historically, at-risk elements such as annual incentives and long-term equity incentives comprised a significant portion of our overall executive remuneration. For these incentive plans, we historically established goals and objectives so that the level of compensation received appropriately corresponded to the executives’ contributions to the Company’s achievements. In addition, the vesting requirements of service-based RSU awards were historically designed to encourage the retention of our named executive officers and the creation of shareholder value.

In January 2024, in recognition of the Company’s plan to consummate the spin-off of Curbline Properties and to sell a significant number of properties during the course of 2024, and the inability to forecast the timing and impact of these transactions on quantitative metrics, our Compensation Committee determined that our named executive officers’ annual incentive award payouts for 2024 would be based entirely on the Compensation Committee’s qualitative assessment of individual performance. We believe you should vote “FOR” the 2024 compensation of our named executive officers because it was aligned with our actual 2024 performance and appropriately reflects the Company’s achievements resulting from their leadership, including the consummation of the spin-off of Curbline Properties.

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, 2024 and the Proxy Statement for the 2025 Annual Meeting of Shareholders for filing with the SEC.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during 2024 were Terrance R. Ahern (January 1, 2024 through September 30, 2024), Gary N. Boston (October 1, 2024 through December 31, 2024), Jane E. DeFlorio (January 1, 2024 through September 30, 2024), Cynthia Foster Curry (October 1, 2024 through December 31, 2024) and Dawn M. Sweeney (January 1, 2024 through December 31, 2024). None of our executive officers serves or has served on the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity for which any of the members of our Compensation Committee at the same time serves or served as an executive officer. Also, none of our executive officers serves or served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity, one of whose executive officers at the same time serves or served as a member of our Board.

5. Compensation Discussion and Analysis

Overview

In this section of the Proxy Statement, we explain our compensation arrangements with our executive officers who constitute our named executive officers for 2024 and provide a review of decisions made with respect to the Company’s 2024 named executive officer compensation program, including in the context of the spin-off of Curbline Properties. Our goal in this section is to present a comprehensive picture, both in absolute terms and relative to our performance, of our compensation practices and the decisions made concerning the compensation payable to our named executive officers, including the CEO and the other executive officers named in the “2024 Summary Compensation Table” below. We refer to the executive officers included in that table, namely Mr. Lukes (our President and CEO), Mr. Morgan (our EVP and CFO), Mr. Fennerty (our former EVP and CFO), Mr. Cattonar (our EVP and CIO), Mr. Kitlowski (our EVP and General Counsel) and Ms. Vesy (our former EVP and Chief Accounting Officer (“CAO”)), 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. Except as otherwise described below, all principal elements of compensation paid to our named executive officers are subject to approval by the Committee.

Executive Summary

2024 Performance Highlights

On October 30, 2023, the Company announced its strategy to spin off Curbline Properties. The announcement also outlined the Company’s plan to raise at least $300 million of proceeds from additional asset sales and to close on a mortgage financing facility prior to the separation of Curbline Properties to facilitate the spin-off. With these proceeds, the Company planned to capitalize Curbline Properties with at least $500 million in the form of a combination of cash and a preferred investment in the Company and to repay all of the Company’s unsecured indebtedness.

During 2024, the Company executed on this strategy, highlighted by the October 1, 2024 spin-off of Curbline Properties, the first publicly-traded REIT exclusively focused on the convenience property sector. The total return of the Company’s common shares from the close of trading on October 27, 2023 (the last trading day before the announcement of the Company’s plan to spin-off Curbline Properties) through the close of trading on October 1, 2024 (including the market value of the common shares of Curbline Properties distributed to Company shareholders on October 1, 2024) was 45.8%, as compared to the 38.8% total return of the FTSE NAREIT Equity Shopping Centers Index during that period.

In preparation for the spin-off transaction, during the first nine months of 2024, the Company sold 40 wholly-owned properties and land parcels and two joint venture properties for gross proceeds of approximately $2.3 billion at the Company’s share, allowing it to capitalize Curbline Properties with $800 million of cash and no preferred investment, versus the original $500 million target. In order to help Curbline Properties scale more quickly, the Company also acquired 14 convenience properties during the first nine months of 2024 for an aggregate price of approximately $219 million and carved out convenience parcels from 26 of its large format shopping centers to include in the Curbline Properties portfolio.

The Company also repositioned its capital structure during the course of 2024 in order to provide appropriate leverage levels and liquidity following the separation of Curbline Properties. The Company used proceeds from asset sales and a $530 million mortgage facility that closed in August 2024 to redeem all of its remaining unsecured notes (approximately $1.2 billion), repay its $200 million term loan and terminate its $950 million revolving credit facility. In November 2024, the Company also used cash on hand to redeem all of its outstanding 6.375% Class A Cumulative Redeemable Preferred Shares. At December 31, 2024, the Company had consolidated indebtedness of approximately $306.8 million (none of which matures in 2025) and a cash balance of approximately $54.6 million.

As further described below, the execution in 2024 of the strategy announced by the Company in October 2023 was a substantial factor considered by the Committee in structuring the 2024 annual incentive compensation program to be based entirely on the Committee’s qualitative determination of performance and in ultimately determining the level of incentive payouts awarded to the Company’s named executive officers for the year.

2024 Compensation Program Highlights

2024 was a transformative and transitional year for the Company, which was reflected in our 2024 executive compensation programs and practices. Notable highlights include:

Overview of 2024 Equity Grants and Performance-Based Equity Results

Service-Based RSUs Awarded in Connection with the Execution of New Employment Agreements. Mr. Kitlowski received an award of 73,918 service-based RSUs in April 2024 in connection with the execution of his new employment agreement. This award had a value at inception of approximately $1,050,000 and generally vests 100% on the third anniversary of the grant date (subject to the receipt of dividend equivalents in cash on a current basis).

Annual Service-Based RSU Awards. Pursuant to the terms of their then current employment agreements, on February 22, 2024, Messrs. Lukes and Kitlowski were granted 71,298 and 7,131 service-based Company RSUs having a value of approximately $1 million and $100,000 respectively, which grants were designed to generally vest in substantially equal installments on each of the first three anniversaries of the grant date. Additionally, on February 22, 2024, Messrs. Fennerty and Cattonar were granted 17,828 and 10,696 service-based Company RSUs having a value of approximately $250,000 and $150,000, respectively, which grants were designed to generally vest in substantially equal installments on each of the first four anniversaries of the grant date. In connection with the Reverse Stock Split and the spin-off of Curbline Properties, these awards were equitably adjusted as described in the section below entitled “2024 Compensation Program – Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties”. Following these adjustments, the awards held by Messrs. Lukes, Fennerty and Cattonar are subject to payout in shares of Curbline Properties common stock, rather than Company common shares.

2024 Performance-Based RSU Awards. Pursuant to the terms of their then current employment agreements, on March 1, 2024, Messrs. Lukes, Fennerty, Cattonar and Kitlowski were also granted 143,482, 43,045, 43,045 and 8,968 performance-based RSUs (or “PRSUs”), respectively, having “target” values (excluding accrued dividends) of approximately $2 million, $600,000, $600,000 and $125,000, respectively, subject to a three-year performance period beginning on March 1, 2024 and ending February 28, 2027. Pursuant to their original terms, these PRSUs were to become payable to the executives in Company common shares after the end of the performance period, if at all, based on the percentile rank of the Company’s total shareholder return (“TSR”) measured over the performance period as compared to the TSR of a defined group of peer companies, and in general could be earned from 0% to 200% of target levels (subject generally to the executives’ continued employment with us). In connection with the Reverse Stock Split and the spin-off of Curbline Properties, these awards were equitably adjusted as described in the section below entitled “2024 Compensation Program – Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties”. Following these adjustments, the awards held by Messrs. Lukes, Fennerty and Cattonar are subject to payout in shares of Curbline Properties common stock, rather than Company common shares.

Settlement of 2021 CEO and CFO Performance-Based RSU Awards. On March 1, 2021, in accordance with the terms of their prior employment agreements, the Company granted Messrs. Lukes and Fennerty PRSUs having a performance period ending on February 29, 2024 and target values (excluding accrued dividends) of approximately $2 million and $500,000, respectively. As further described below, based on the Company’s relative TSR during the three-year period ended February 29, 2024, these awards paid out at 82.3% of the target level in March 2024, and Messrs. Lukes and Fennerty received 142,822 Company common shares and 35,705 Company common shares (which included payment for accrued dividends), respectively, having a market value of approximately $1,939,519 and $484,880, respectively, based on the closing price of the Company’s common shares on February 29, 2024. Messrs. Cattonar and Kitlowski and Ms. Vesy did not participate in similar awards during this performance period under their then current employment agreements.

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, 2024, we have held meetings with 16 of our largest 25 largest institutional investors who we believe collectively own over 45% of our common shares as of December 31, 2024. 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 and have a favorable view of our executive compensation program. Based on these meetings, we are not aware of any significant shareholder concerns regarding our pay practices or executive compensation program.

Compensation Program Design

Impact of the Spin-Off of Curbline Properties on Compensation Arrangements with Our Named Executive Officers

At the outset of 2024, we maintained employment agreements with each of our then current executive officers, namely Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy. Ms. Vesy terminated her employment with the Company in March 2024. The employment of each of Messrs. Lukes, Fennerty and Cattonar was transferred to Curbline Properties upon its separation from the Company on October 1, 2024. In connection with the spin-off transaction, the Company entered into a shared services agreement with Curbline Properties and its affiliates (the “Shared Services Agreement”). Among other things, the Shared Services Agreement provides that:

Under the terms of the Shared Services Agreement, Curbline Properties has provided Messrs. Lukes and Cattonar to SITE Centers to continue to serve as our CEO and CIO, respectively. As a result of the transition of the employment of Messrs. Lukes and Cattonar to Curbline Properties and the terms of the Shared Services Agreement, commencing on October 1, 2024, the Company no longer directly or indirectly employs or compensates Messrs. Lukes or Cattonar. The Company currently maintains employment agreements with (and directly compensates) Mr. Morgan, its EVP and CFO, and Mr. Kitlowski, its EVP and General Counsel.

Compensation Philosophy and Objectives

Historically, and at the beginning of 2024, our primary compensation objectives with respect to executives employed by the Company were to:

Over time, our compensation program has rewarded executives for not only delivering superior returns but also for reducing the risk profile of the Company, as well as for achieving financial and non-financial performance that has enhanced long-term shareholder value. Historically, our executives and the Board have intentionally avoided short-term decisions that might produce inflated short-term shareholder returns in favor of longer term strategies.

2024 was a year of transformation and transition for the Company, marked most notably by the spin-off of Curbline Properties and the sale of a significant number of properties, and our executive compensation program design, philosophy, and objectives continue to evolve to meet the Company’s strategic post-spin-off needs.

Structure and Principal Elements of Our Executive Compensation Program

CEO Employment Agreement. We entered into the employment agreement that governed the compensation we paid in 2024 to Mr. Lukes, namely the 2020 CEO Employment Agreement, in September 2020. In negotiating the 2020 CEO

Employment Agreement in 2020, the Committee emphasized the use of performance-based awards for both the annual and long-term incentive components of Mr. Lukes’ compensation in order to align the interest of Mr. Lukes with those of the Company’s shareholders during his employment with SITE Centers.

The annualized “target” level of compensation for Mr. Lukes under the 2020 CEO Employment Agreement is summarized in the chart below:

Based on the foregoing design of the 2020 CEO Employment Agreement:

The Committee felt that this program’s focus on “at risk” incentive compensation and greater emphasis on equity over cash compensation and performance-based equity over service-based equity were in the best interests of the Company’s shareholders, consistent with institutional investor preferences and best practices in executive compensation and generally in line with chief executive compensation programs implemented by peer companies.

The 2020 CEO Employment Agreement was set to expire in September 2024. In July 2024, in anticipation of the spin-off of Curbline Properties, the Company entered into the 2024 CEO Employment Agreement with Mr. Lukes to extend and ultimately replace the 2020 CEO Employment Agreement. Among other things, the 2024 CEO Employment Agreement extended the term of the 2020 CEO Employment Agreement until the earlier of March 11, 2025 and the consummation of the spin-off of Curbline Properties, which extension was designed to facilitate the closing of the spin-off.

As a result, prior to the completion of the spin-off of Curbline Properties on October 1, 2024, the Company continued to compensate Mr. Lukes in accordance with the principal terms of the 2020 CEO Employment Agreement. In September 2024, in preparation for the completion of the spin-off of Curbline Properties, the Company assigned the 2024 CEO Employment Agreement to a subsidiary of Curbline Properties and, as a result, the Company is not responsible for any compensation or awards owed to Mr. Lukes under the terms of the 2024 CEO Employment Agreement as they relate to his post-spinoff employment with Curbline Properties.

The Committee worked closely with its compensation consultant, Gressle & McGinley, over several months to negotiate the 2024 CEO Employment Agreement and the terms on which Curbline Properties would employ Mr. Lukes during the three-year period following the completion of the spin-off transaction. Those terms (which relate almost entirely to Mr. Lukes’ post-spin-off employment with Curbline Properties) are described in greater detail in the Company’s Current Reports on Form 8-K, as filed with the SEC on July 22, 2024 and September 3, 2024.

Amendment and Assignment of CIO and Former CFO Employment Agreements to Curbline Properties. In preparation for the spin-off of Curbline Properties, in September 2024 the Company entered into assigned employment agreements with Messrs. Fennerty and Cattonar in order to transfer their employment to a subsidiary of Curbline Properties. The assigned employment agreements also made certain amendments to these executives’ existing employment agreements in order to better align their compensation arrangements with Curbline Properties’ structure and strategy. Among other things, the amendments provided that the Company would pay a pro-rated portion of each executive’s annual cash incentive for 2024 based on the portion of the year occurring prior to the October 1, 2024 spin-off date (with Curbline Properties being responsible for all compensation payable to these executives under their assigned employment agreements from and after October 1, 2024, including with respect to their annual cash incentive for the remaining portion of 2024).

New CFO Employment Agreement. In August and September 2024, the Company entered into employment and consulting agreements with Mr. Morgan, who served as a consultant from September 16, 2024 until he was employed (and appointed to succeed Mr. Fennerty) as EVP and CFO of the Company effective October 1, 2024. The consulting and employment agreements reflect an arm’s length negotiation between Mr. Morgan and the Company. The consulting agreement acted as a “bridge” agreement, provided consulting fees at a rate of $41,666 per month, and terminated upon Mr. Morgan’s commencement of employment with SITE Centers. Mr. Morgan’s employment agreement generally includes the following key terms: (i) an annual base salary of not less than $500,000; (ii) an annual cash incentive opportunity of up to $300,000 (in the case of 2024, pro-rated based on the portion of the year he was employed by the Company); (iii) a severance payment of $600,000 in the event Mr. Morgan’s employment is terminated by the Company without cause (whether or not in connection with a change in control), by Mr. Morgan for good reason, or as a result of Mr. Morgan’s death or disability (in addition to certain other benefits).

New General Counsel Employment Agreement. The Company entered into a new employment agreement with Mr. Kitlowski in April 2024 in order to replace his September 2021 employment agreement, which was scheduled to expire in September 2024. Mr. Kitlowski has served as the Company’s EVP and General Counsel since 2017 and was appointed an executive officer of the Company upon the consummation of the spin-off of Curbline Properties. Mr. Kitlowski’s new employment agreement generally made the following key changes to the terms of his September 2021 employment agreement: (i) increased his annual base salary from $435,000 to $450,000; (ii) increased the range of his annual cash incentive opportunity from 40% – 80% to 50% – 150% of his base salary; and (iii) provides for a severance payment of $1,500,000 in the event his employment is terminated by the Company without cause (whether or not in connection with a change in control) or by Mr. Kitlowski for good reason. The agreement also provides various other benefits and the accelerated vesting of equity awards in the event that Mr. Kitlowski’s employment is terminated by the Company without cause (whether or not in connection with a change in control), by Mr. Kitlowski for good reason, or as a result of Mr. Kitlowski’s death or disability.

Mr. Kitlowski received an award of 73,918 service-based RSUs in April 2024 in connection with the execution of his new employment agreement, but his new agreement does not contemplate additional equity awards. This award had a value at inception of approximately $1,050,000 and generally vests 100% on the third anniversary of the grant date (subject to the receipt of dividend equivalents in cash on a current basis).

More information concerning the terms of our employment agreements with Messrs. Morgan and Kitlowski is provided in the section below entitled “Executive Compensation Tables and Related Disclosure – Employment Agreements.”

Role of the Committee and Management in Executive Compensation

The Committee has overall responsibility for the compensation programs provided to the named executive officers that are employed by the Company. Pursuant to the Committee’s charter, the Committee has the authority to review and approve the compensation for executive officers, including the review and approval of the design and implementation of any incentive arrangements, equity compensation and supplemental retirement programs. Consistent with this authority, and subject to the terms of the applicable employment agreements with the named executive officers, the Committee generally designs the annual performance-based incentive program, conducts an annual review of executive performance, reviews from time to time market pay practices as they relate to both cash-based and equity-based award programs primarily to remain informed about general compensation trends in the market, designs and adopts our long-term equity incentive compensation programs and specifically approves compensation arrangements for our named executive officers.

Among other matters, in 2024, the Committee:

Our CEO provides significant input in setting the compensation for our named executive officers employed by the Company by providing the Committee with an evaluation of their performance and making recommendations for any adjustments to their base and target annual incentive compensation. The Committee can accept, reject or modify the CEO’s recommendations as it sees fit, subject to the terms of any applicable employment agreement.

Role of the Compensation Consultant in Executive Compensation

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

In 2024, Gressle & McGinley generally assisted the Company with the bulleted items listed above under the section entitled “Role of the Committee and Management in Executive Compensation.”

Consideration of 2024 Say-on-Pay Voting Results

At our 2024 Annual Meeting, we received approximately 95% approval, based on the total votes cast, for our annual advisory Say-on-Pay vote to approve the compensation of our named executive officers. The Committee generally considered this result in connection with its review of compensation policies and decisions in 2024. The Committee believes these voting results demonstrate significant, continuing support for our named executive officer compensation program, and the Committee chose not to make any substantial changes to the existing program for 2024 specifically in response to the 2024 Say-on-Pay voting results.

2024 Compensation Program

Base Salary Levels

We pay salaries to the named executive officers who are employed by the Company in order to provide them with a base level of income for services rendered. These annual base salaries are originally established at the time of the named executive officer’s first employment with us based on an analysis of the salaries paid to executives in comparable positions

within our industry provided by Gressle & McGinley. Base salaries may be increased by the Committee from time to time, including at the time we extend employment agreements with our named executive officers, based on market conditions and prior performance.

The annual base salaries for Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy that applied prior to their transition to Curbline Properties or departure, as applicable, were originally established prior to 2024 in connection with the execution of their then current employment agreements and were not adjusted for 2024. Mr. Morgan’s base salary level was established in August 2024 in connection with the execution of his current employment agreement. Mr. Kitlowski’s base salary level was increased in April 2024 from $435,000 to $450,000 in connection with the execution of his current employment agreement.

Following the spin-off of Curbline Properties, the annual base salaries of Messrs. Lukes, Fennerty and Cattonar are determined and paid by Curbline Properties.

Annual Incentive Compensation Design

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

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

In preparation for the spin-off of Curbline Properties, in September 2024, the Company entered into assigned employment agreements with each of Messrs. Lukes, Fennerty and Cattonar. Among other things, the assigned employment agreements transferred the employment of each of these executives to a subsidiary of Curbline Properties and provided that the Company would pay a pro-rated portion of their annual cash incentive for 2024 based on the portion of the year occurring prior to the October 1, 2024 spin-off date (with Curbline Properties being responsible for the portion of their annual cash incentive with respect to the remainder of 2024).

Annual Incentive Compensation Decisions

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

With respect to Mr. Morgan, who was appointed EVP and CFO of the Company upon the consummation of the spin-off transaction, the Committee also considered the timely and accurate publication of the Company’s financial results for the third and fourth quarters of 2024, relations and communications with investors following completion of the spin-off and the successful redemption of the Company’s 6.375% Class A Cumulative Redeemable Preferred Shares in November 2024.

Based on its subjective evaluation of performance, the Committee determined that each executive was entitled to receive a payout equal to the maximum incentive award opportunity provided under their respective employment agreements, thereby entitling Messrs. Lukes, Morgan, Fennerty, Cattonar and Kitlowski to 2024 incentive payments of $1,687,500, $87,500, $675,000, $562,500 and $675,000, respectively. For Messrs. Lukes, Fennerty and Cattonar, these amounts were paid in cash in September 2024 and reflected a pro-ration of the maximum incentive award opportunities provided for in their respective employment agreements based on the portion of the year occurring prior to the October 1, 2024 spin-off date and the transition of their employment to Curbline Properties. Incentive payments to Messrs. Morgan and Kitlowski were paid in cash in February 2025 and, in the case of Mr. Morgan, reflected a pro-ration of the maximum incentive award opportunity provided in his employment agreement based on the portion of the year during which he was engaged or employed by the Company. Mr. Kitlowski also received a cash bonus of $225,000 in September 2024 in recognition of his contribution to the successful completion of the spin-off of Curbline Properties. This bonus was paid prior to Mr. Kitlowski becoming an executive officer of the Company.

Retention-Based and Performance-Based Equity Grants and Results

Service-Based RSUs Awarded in Connection with the Execution of New Employment Agreements. To promote his retention, Mr. Kitlowski received an award of 73,918 service-based RSUs in April 2024 in connection with the execution of his new employment agreement. This award generally vests 100% on the third anniversary of the grant date (subject to the cash payment of dividend equivalents on a current basis) and had a value at inception of approximately $1,050,000. Dividend equivalents credited with respect to these RSUs will be paid in cash on a current basis.

Annual Service-Based RSU Awards. Pursuant to the terms of their then current employment agreements, on February 22, 2024, Messrs. Lukes and Kitlowski were granted 71,298 and 7,131 service-based RSUs having a value of approximately $1 million and $100,000, respectively, which grants were designed to vest in substantially equal installments on each of the first three anniversaries of the grant date. Additionally, on February 22, 2024, Messrs. Fennerty and Cattonar were granted 17,828 and 10,696 service-based RSUs having a value of approximately $250,000 and $150,000, respectively, which grants were designed to vest in substantially equal installments on each of the first four anniversaries of the grant date. Dividend equivalents credited with respect to these RSUs were designed to be paid in cash on a current basis. In connection with the Reverse Stock Split and the spin-off of Curbline Properties, these awards were equitably adjusted as described in the section below entitled “– Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties.”

2024 Performance-Based RSU Awards. Pursuant to the terms of their then current employment agreements, on March 1, 2024, Messrs. Lukes, Fennerty, Cattonar, and Kitlowski were also granted 143,482, 43,045, 43,045 and 8,968 performance-based RSUs having “target” values (excluding accrued dividends) of approximately $2 million, $600,000, $600,000 and $125,000, respectively, subject to a three-year performance period beginning on March 1, 2024 and ending

February 28, 2027. Subject generally to their continued employment with us, these PRSUs were designed to become payable to the executives in common shares at the end of the performance period, if at all, based on the percentile rank of the TSR of the Company measured over the performance period as compared to the total shareholder return of a particular set of peer companies during such period as shown below (with straight-line interpolation between levels):

For these purposes, the peer companies consist of Acadia Realty Trust, Brixmor Property Group Inc., Federal Realty Investment Trust, Kimco Realty Corporation, Kite Realty Group Trust, Phillips Edison & Company Inc., Regency Centers Corporation, Retail Opportunity Investments Corp., Saul Centers Inc., Tanger Factory Outlet Centers and Urban Edge Properties. These 11 entities were chosen because they were considered to be most similar to the Company in terms of the economic forces that impact their financial performance and the trading characteristics of their common stock. For purposes of determining TSR, dividends paid on the Company’s common shares during the performance period were deemed reinvested in additional common shares of the Company. In connection with the Reverse Stock Split and the spin-off of Curbline Properties, these awards were equitably adjusted as described in the section below entitled “– Adjustments to Equity Compensation Awards in Connection with the Reverse Stock Split and Spin-Off of Curbline Properties.”

Settlement of 2021 CEO and CFO Performance-Based RSU Award. On March 1, 2021, in accordance with the terms of their prior employment agreements, the Company granted Messrs. Lukes and Fennerty PRSUs having a performance period ending on February 29, 2024 and target values (excluding accrued dividends) of approximately $2 million and $500,000, respectively. The potential payouts for these PRSUs based on relative TSR achievement utilized the same scale as described above for the 2024 PRSUs. Based on the Company’s relative TSR during the three-year period ended February 29, 2024, these awards paid out at 82.3% of the target level in March 2024, and Messrs. Lukes and Fennerty received 142,822 common shares and 35,705 common shares (which included payment for accrued dividends), respectively, having a market value of approximately $1,939,519 and $484,880, respectively, based on the closing price of the Company’s common shares on February 29, 2024. Messrs. Cattonar and Kitlowski and Ms. Vesy did not participate in these PRSU awards.

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

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

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