UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the appropriate box:

SITE Centers Corp.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

						Notice of Annual Meeting of Shareholders

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

The 20192020 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 1, 20192020

20192020 Proxy Statement Table of Contents

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1. Proxy Summary

This Proxy 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.

MEETING DATE, TIME AND LOCATION

THURSDAY,TUESDAY, MAY 9, 201912, 2020 AT 9:00 A.M. LOCAL TIME

Loews Regency Hotel

540 Park Avenue

New York, New York 10065

PROPOSALSAs part of our contingency planning regarding novel coronavirus (COVID-19), we are preparing for the possibility that the date, time or location of the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) may be changed or that the Annual Meeting may be held by means of remote communication (sometimes referred to as a “virtual” meeting). If we take this step, we will announce the decision to do so in advance through a press release and public filing with the Securities and Exchange Commission, and details will be available at www.sitecenters.com/investors.

PROPOSALS

VOTING

You may vote if you were a shareholder of record of SITE Centers Corp. (“SITE Centers”, “we”, “us”, “our” or the “Company”) at the close of business on March 14, 2019,20, 2020, the record date for the 2019 Annual Meeting of Shareholders.Meeting. We will begin mailing this Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders, 20182019 Annual Report and Proxy Card on or about April 1, 20192020 to all shareholders entitled to vote.

You may vote your shares in person at the Annual Meeting or vote by proxy in any of the following ways:

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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 nominees is not a candidate when the election occurs for any reason (which is not expected) and the size of theour Board of Directors (the “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 Corporate Governance Committee.

BOARD RECOMMENDATION:

“For” All Eight Director Nominees

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 aone-year term until the next annual meeting of shareholders and until a successor has been duly elected and qualified.

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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, whom we collectively refer to as the Otto Family, purchased 40,000,000 common shares of the Company, which we refer to as 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 20182019 (except for Mr. Lukes) were, and all Directors nominated for election by the Board in 20192020 (except for Mr. Lukes) are, independent within the meaning of the rules of the NYSE and, as applicable, the rules of the SEC,Securities and Exchange Commission (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 nominees who

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meet the listing standards of the NYSE will be considered independent. Our Board reviews annually the relationships that each Director or nominee has with us (either directly or indirectly), and only those Directors or 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 Corporate Governance 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

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Proxy Access

With the support of our shareholders, our Code of Regulations was amended in 2018 to provide 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 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’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. With respect to the election of Directors, brokernon-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.

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3. Board Governance

Board Leadership

Mr. Ahern serves as Chairman of the Board. The position of Chairman of the Board is anon-executive officer position and is expected to be held by anon-employee, independent Director. The Chairman of the Board has the following responsibilities, among others as may be determined by our Board:

We believe that an independent Chairman of the Board, separate from our Chief Executive Officer, recognizes the time, effort and commitment that our Chief Executive Officer 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, 2018,2019, our Board held sevenfive meetings and undertook fiveone written actions.action. Each of our Directors attended at least 75% of the aggregate of (i) the number of meetings of the Board which 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 attended the Annual Meeting of Shareholders in May 2018 with the exception of one Director who was absent.2019. Our Board conducts and reviews its operations through a self-assessment process on an annual basis.

Meetings ofNon-Management and Independent Directors

Thenon-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 morenon-management Directors who are not independent.

Committees of Our Board

During 2018 and during 2019, prior to our Annual Meeting, our Board had the committees described below. The information regarding our committees set forth below reflects the participation of (i) Mr. Gidel through May 2018, as he did not stand for re-election to our Board at the 2018 Annual Meeting, (ii) Messrs. Roulston and Sholem through June 30, 2018, the date on which they resigned from our Board in connection with the spin-off of RVI and (iii) the appointment of Mses. Abraham and Sweeney to the Board on October 8, 2018. Our Board has approved the written charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, which, along with our Corporate Governance Guidelines, are posted on our website atwww.sitecenters.com, under “Governance” in the “Investor Relations” section. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance 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.

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Risk Oversight

Management is responsible forthe 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 controls 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.

Compensation of Directors

Director Compensation Program

During 2018,2019, ournon-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. For Directors serving less than the full year, the annual cash retainer, the annual stock retainer and any applicable committee fees paid were prorated based on the dates served.

Prior to May 2018, non-employee Directors received an annual stock retainer of 8,000 common shares per year upon election at the annual meeting of shareholders. Beginning in May 2018, however, non-employee Directors instead receive an annual stock retainer equal in value to approximately $100,000, which annual stock retainer is paid quarterly in common shares based on the price of our common shares at the time of payment.

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 allnon-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.

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20182019 Director Compensation

In accordance with the compensation program described above, thenon-employee Directors received the following compensation during 2018:2019:

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

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Equity Deferred Compensation Plan

During his term as a Director prior to 2006, Mr. Ahern also had the right to defer the vesting of restricted shares pursuant to the Company’s Equity Deferred Compensation Plan. Vested deferred stock units under the Equity Deferred Compensation Plan will not be distributed to him until the end of the deferral period selected. As of December 31, 2018,2019, Mr. Ahern had 514 units deferred under this plan valued at $5,690approximately $7,206 based on the closing price of our common shares on December 31, 2018.

In connection with the Reverse Stock Split, the number2019 (341 of these units held by each participant under the Equity Deferred Compensation Plan was adjustedwere settled and distributed to reflect the 1-for-2 ratio usedMr. Ahern in the Reverse Stock Split. Further, in connection with the adjustments to outstanding equity awards that were approved in connection with the spin-off of RVI in July 2018, holders of units held under the Equity Deferred Compensation Plan received a cash payment in an amount substantially equal to the value of the distribution of RVI common shares that would have been received by the holders if such units had been unrestricted common shares of the Company (subject to potential deferral elections)in January 2020).

Director Stock Ownership Guidelines

Eachnon-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.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 ournon-employee Directors because we want to have the interests of ournon-employee Directors aligned with the investment interests of our shareholders. To this end, and unless otherwise approved by the Nominating and Corporate Governance Committee, eachnon-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, 2018.2019.

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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, 2019,2020, 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.

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Environmental, Social and Governance (“ESG”) Highlights

SITE Centers is a self-administered and self-managed REIT in the business of acquiring, owning, developing, redeveloping, expanding, leasing, financing 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 was completed in accordance with Global Reporting Initiative (“GRI”) standards and can be found in the “Sustainability” section of our website atwww.sitecenters.com. Below are some of the highlights of this Report along with recognition we have recently received on account of our ESG initiatives.

Recent Recognition

Environmental

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Social and Human Capital Management

Governance

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

Proposal Summary and Board Recommendation

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, we are asking you to cast an advisory(non-binding) vote on the following resolution at the Annual Meeting:

RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including in the Compensation Discussion and Analysis, compensation tables and related narratives and descriptions of our Proxy Statement for the 20192020 Annual Meeting, is hereby APPROVED.

This advisory vote, commonly known as a “Say-on-Pay”“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 theSay-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.

Thisnon-binding advisory vote is currently scheduled to be conducted every year. The nextSay-on-Pay vote is expected to take place at our 20202021 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 anon-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 performance, both in terms of operational and financial results as well as in creation and implementation of a corporate strategy which is designed to optimize shareholder value.At-risk elements such as annual incentives and long-term equity incentives comprise a significant portion of our overall executive remuneration. For these incentive plans, we establish performance metrics and objectives so that the level of compensation received appropriately corresponds to the level of performance achieved. In addition, the vesting of time-based RSU awards is designed to encourage ownership that results in business decisions that build long-term shareholder value and thus stock price appreciation, and retention of our named executive officers.

For 2018,As further described below, we experienced a transition in our Chief Financial Officer position in November 2019 from Matthew Ostrower to Conor Fennerty. Upon his departure from the Company, Mr. Ostrower forfeited all time-based and performance-based equity which had not previously vested in accordance with its terms. Mr. Ostrower also did not receive any annual incentive compensation payout in connection with his service to the Company in 2019.

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Half of our Chief Executive Officer’s and, excluding Mr. Fennerty, 60% of the amount of our other named executive officers’ annual incentive award payouts werepayout for 2019 was determined by reference to the Company’s performance with respect to the followingtwo key quantifiable metrics: growth in same property net operating income (“Same Store NOI”), and operating funds from operations (“Operating FFO”) and recurring general and administrative (“G&A”) expense management.. The remaining 40%portion of each executive’sthese executives’ annual incentive award was tied to the Compensation Committee’s assessment of individual performance and the achievement of objectives for which the executive was individually responsible.

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5. Compensation Discussion and Analysis

Overview

In this section of the Proxy Statement, we explain and discuss our 20182019 executive compensation program. This discussion is also intended to describe our compensation policies with respect to our executive officers and to provide a review of our compensation decisions for 2018.2019. Our goal is to provide a better understanding, both in absolute terms and relative to our performance, of our compensation practices and the decisions made concerning the compensation payable to our executive officers, including the Chief Executive Officer, or CEO, and the other executive officers named in the “2018“2019 Summary Compensation Table” below. We refer to the executive officers included in that table as our “named executive officers”.

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

Except as otherwise noted, all share-related data provided in this section of the Proxy Statement has been adjusted to give effect to the Reverse Stock Split effectuated in May 2018 and to equitable adjustments made to outstanding equity compensation awards on account of the dilutive impact of the July 2018 spin-off of RVI (as further described below).

Executive Summary

20182019 Performance Highlights

Following our management transition in 2017 and the RVIspin-off and Dividend Trust Portfolio transactions in 2018, we focused our resourcesefforts in 20182019 both on decreasing our leverage levels, enhancing our portfolio quality and more clearly defining ourthe continued execution of the five-year sustainable growth strategy.plan announced at our October 2018 Investor Day presentation and on continued improvement of our balance sheet. Our five-year plan targets average annual growth in Same Store NOI of 2.75%, annual growth in Operating FFO of 5.00% and annual growth in net asset value (“NAV”) of 5.00%. As outlined in that presentation, significant drivers of projected Same Store NOI and NAV growth include plans to lease 60 anchor vacancies identified at the time of the presentation and make opportunistic investments of $75 million per year on average. As of January 31, 2020, we had leased 38 of the 60 anchor vacancies identified at the October 2018 presentation, of which 25 spaces were open and paying rent. During the course of 2019, we also invested an aggregate of approximately $99 million through a combination of the repurchase of 1.2 million of our common shares at an average cost of $11.31 per share and the acquisition of three shopping centers for an aggregate purchase price of approximately $85 million. This collective activity contributed significantly to our 2019 Same Store NOI growth of 3.6% and 2019 Operating FFO of $1.27 per share.¹

We also took significant steps in 2019 to continue to improve the strength of our balance sheet and the quality of our portfolio. In December 2017,October 2019 we sold approximately 13.2 million shares of our common stock for net proceeds of approximately $195 million ($14.76 per share). In November 2019, we used the proceeds from this offering to redeem all of our outstanding 6.50% Class J Cumulative Redeemable Preferred Shares having an aggregate liquidation preference of $200 million. In addition, in October 2019, we announced a planan agreement to spin off approximately 50sell our 15% stake in the DDRTC joint venture, comprised oftwenty-one properties with population and household income demographics substantially below those of our lower growth properties (including all of the Company’s properties located in Puerto Rico) into a separate publicly traded company which resulted in the distribution of shares of RVIconsolidated portfolio, to our shareholders in July 2018. In November 2018, the Company sold an 80% interest in a new joint venture the Dividend Trust Portfolio, comprisedpartner for net proceeds of ten durable, income-oriented properties,approximately $143 million before giving effect to two Chinese institutional investorsworking capital adjustments in a transaction which resultedclosed in net proceedsFebruary 2020.

We believe that support for the execution of our strategy to date is evidenced by the Companyperformance of approximately $550 million. The Company used proceedsour common stock and feedback from the RVI spin-off financing, the Dividend Trust Portfolio transaction and other disposition activity consummated in 2018 to significantly reduce our leverage levels and address near-term consolidated debt maturities so that, as of December 31, 2018, the Company has relatively minimal maturities of consolidated indebtedness occurring prior to 2022. Operating results and metrics in 2018 benefitted from these transactions and the improved quality of our portfolio as evidenced by leasing spreads of 20.9% for new leases and 6.7% for renewals at the Company’s share (as compared to 11.1% and 5.2%, respectively, in 2017) and annualized base rent per occupied square foot on a pro rata basis of $17.86 at December 31, 2018 (as compared to $16.46 at December 31, 2017).

The disposition of lower growth assets through the spin-off of RVI, the Dividend Trust Portfolio transaction and other asset sales consummated during 2018 demonstrates the Company’s strategy of allocating capital to properties and investment opportunities with higher risk-adjusted growth profiles. This approach is expected to provide a more compelling and competitive investment opportunity to public real estate investors.community. From December 14, 2017, the date on which the Company’s current management team commenced the implementation of thisits strategy with itsthe announcement of its plan to spin off RVI, through close of trading on February 28, 2019,2020, the total shareholder return on the Company’s common shares was 10.0%0.6% compared to a return of 0.3%-5.9% for the FTSE NAREIT Shopping Center Index.

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Chief Financial Officer Transition and Employment Agreement

On November 5, 2019, Mr. Ostrower, our former Executive Vice President, Chief Financial Officer and Treasurer, informed us of his intention to terminate his employment with us. Upon his departure from the Company on November 27, 2019, Mr. Ostrower forfeited all time-based and performance-based equity which had not previously vested in accordance with its terms. Mr. Ostrower also did not receive any annual incentive compensation payout in connection with his service to the Company in 2019.

On November 6, 2019, the Board appointed Mr. Fennerty as the Company’s Executive Vice President, Chief Financial Officer and Treasurer effective upon Mr. Ostrower’s departure. Mr. Fennerty was not serving as an executive officer of the Company at the beginning of 2019, so he did not participate in all of the same compensation programs as our other named executive officers. We have outlined where there are differences in the compensation programs for Mr. Fennerty in this Proxy Statement. In particular, compensation arrangements with Mr. Fennerty, and considerations relevant to the Committee’s design thereof, are more fully described below under the section entitled “Employment Agreements” in the “Executive Compensation Tables and Related Disclosure” section of this Proxy Statement.

2019 Annual Incentive Compensation Program Overview

Our 20182019 annual performance-based incentive compensation program for our named executive officers, excluding Mr. Fennerty, was adopted by the Committee in February 2018March 2019 and was based upon a combination of quantitative and qualitative performance measures. The majorityHalf of our CEO’s and 60% of our other participating named executive officers’ annual incentive awardsaward for 2018 were

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Overview of 20182019 Equity Grants and Performance-Based Equity Results

20182019 Performance-Based RSU Awards. Pursuant to the terms of their employment agreements, on March 2, 2018,2019, Messrs. Lukes, Makinen and Ostrower were granted 242,380, 48,475225,158, 75,053 and 48,47575,053 performance-based RSUs having “target” values of $3 million, $1 million and $1 million, respectively, subject to a performance period beginning on March 1, 20182019 and ending February 28, 2021.2022. These performance-based RSUs (or “PRSUs”) will become payable to the executives in shares of our common stock at the end of the performance period, if at all, based on the percentile rank of the total shareholder return (“TSR”) of the Company (adjusted as described below) measured over the performance period as compared to the total shareholder return of a defined group of peer companies.companies, subject generally to the executives’ continued employment with us. If our TSR does not exceed the 33^rd percentile of the peer group during the performance period, no shares will be earned by the participants at the conclusion of the performance period. IfUpon his departure from the performance period applicable to these awards had ended on February 28, 2019, Messrs. Lukes, Makinen andCompany, Mr. Ostrower would have earned approximately 59% of the target number of shares available with respect to these awards based on our relative TSR through that date.forfeited this award. For more information about these awards, see “– 20182019 Compensation Program – Performance-Based and Retention-Based Equity Grants” below.

2019 Retention-Based RSU Awards. On February 22, 2019, Messrs. Lukes, Makinen and Ostrower were granted 70,476, 20,403 and 20,403 time-based RSUs having grant date fair values of $950,016, $275,032 and $275,032, respectively, which RSUs generally vest in substantially equal installments on each of the first three anniversaries of the grant date, subject generally to the executives’ continued employment with us. In general, these awards were granted to the executives to help motivate and retain the core of our successful leadership team, and to help us avoid losing them to other employment opportunities. Despite the Committee granting this award, Mr. Ostrower forfeited these time-based RSUs upon his departure from the Company in November 2019 to pursue another opportunity. In retrospect, Mr. Ostrower’s departure confirms the need for and the advisability of our Committee in designing and granting these retention awards in early 2019. Ms. Vesy also received 22,701 RSUs in early 2019 in settlement of her annual incentive opportunity for 2018, which RSUs generally vest in substantially equal installments on each of the first three anniversaries of the grant date. On November 6, 2019, in connection with the execution of his employment agreement, Mr. Fennerty was granted 19,342 RSUs which vest in equal installments on the second and third anniversaries of the grant date. For more information about these awards, see “– 2019 Compensation Program – Performance-Based and Retention-Based Equity Grants” below.

Settlement of Certain 2017 Performance-Based Awards; Realized Pay. On March 1, 2017, in accordance with the terms of their employment agreements, the Company granted to each of Messrs. Lukes, Makinen and Ostrower performance shares having a performance period ending on February 28, 2018, performance-based RSUs having a performance period ending on February 28, 2019 and additional performance-based RSUs having a performance period ending on February 28, 2020. Based on the relative TSR of the Company during the12-month period ended February 28, 2018, the24-month period ending February 28, 2019 and the 24-month36-month period ended February 28, 2019,2020, no shares were earned by Messrs. Lukes, Makinen andor Ostrower with respect to theone-year performance shares or thetwo-yearand the two-yearthree-year performance-based RSUs having performance periods ending on those dates. Similarly,dates (the three-year performance based RSUs were forfeited by Mr. Ostrower upon his departure, but would not have paid out even if he had remained with the Company through the full performance period applicable to the three-year performance-based RSUs awarded in March 2017 had ended on February 28, 2019, no shares would have been earned by Messrs. Lukes, Makinen and Ostrower thereunder based on our relative TSR through that date.period).

The results of these performance-based awards are evidence of the alignment of our compensation program with actual performance: due to the relative performance of our share price, the participating named executive officers have earned significantly less compensation to date than intended under our performance-based equity programs and less compensation than the target compensation levels provided in their March 2017 employment agreements. In addition, in certain cases have resulted in our named executive officers realizinghave realized significantly less compensation than the compensation levels reported for applicable prior years (namely 2017) in the “2018“2019 Summary Compensation Table” below. For example, although theone-year performance shares,two-year performance-based RSUs and three-year performance-based RSUs awarded to Mr. Lukes in March 2017 had grant date fair values of approximately $455,000, $918,000 and $1.4 million, respectively, and in the aggregate comprised approximately $2,773,000 of the $7,541,235 total compensation reported for Mr. Lukes for 2017 in the Summary Compensation Table.Table, no compensation was ultimately paid to Mr. Lukes in respect of these awards.

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For a summary of performance-based equity awards granted to Messrs. Lukes, Makinen and Ostrower in 2017, 2018 and 2019 and their status through February 28, 2019,29, 2020, see “– 20182019 Compensation Program – Status of Performance-Based Equity Grants” below.

2016 Value Sharing Equity Program. The final two measurement dates under the 2016 Value Sharing Equity Program (the “2016 VSEP”) occurred on June 30, 2018 and December 31, 2018. The 2016 VSEP was designed to provide an opportunity to certain officers to share in “value created” based upon increases in our adjusted market capitalization over pre-established periods of time. Among the named executive officers, only Ms. Vesy participated in the 2016 VSEP. Similar to the measurement dates occurring prior to 2018, there was no value created for the two measurement dates falling in 2018. As a result, no shares or RSUs were ever earned by any participants, including Ms. Vesy, under the 2016 VSEP, and this program has now concluded.

Retention-Based Awards. Apart from the RSUs paid to Ms. Vesy as part of her annual incentive award for 2018, no retention-based equity awards were granted to our named executive officers in 2018.

Other Compensation Decisions and Actions Taken in 2018

In February 2018, we entered into an amendment to our employment agreement with Ms. Vesy that extends the term of the agreement to December 31, 2021 and, effective January 1, 2019, increases Ms. Vesy’s base salary to $380,000.

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, 2018,2019, we have held meetings with elevensixteen of our largest institutional investors who we believe collectively own, together with members of the Otto family, over 60% of our common shares as of December 31, 2018.2019. Topics of discussion in these meetings often includedinclude executive compensation, the composition of our Board of Directors and other corporate governance matters. Based on the discussion of our executive compensation program at these meetings, we believe that these investors understand our executive compensation program and have a favorable view of the alignment of pay and performance created by the program’s significant use of performance-based equity. Based on these meetings, we are not aware of any significant shareholder concerns regarding our pay practices or executive compensation program.

Compensation Program Design

Compensation Philosophy and Objectives

Our primary executive compensation objectives are to:

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We entered into employment agreements with Messrs. Lukes, Makinen and Ostrower in March 2017 and with Mr. Fennerty in November 2019, which agreements form the foundation of our executive compensation program for these executives. In designing this program,negotiating these agreements, the Committee emphasized the use of performance-based awards for both the annual and long-term incentive components of these executives’ compensation in order to better align the interests of our named executive officers with those of the Company’s shareholders. At 20182019 “target” compensation levels, the compensation of our CEO is summarized in the chart below, illustrating that our program is heavily weighted toward “at risk”, incentive compensation:

OurThe ultimate payout with respect to our long-term performance equity is baseddependent entirely on our TSR relative to that of a defined group of peer companies. OurLargely as a result of stock performance in 2017, our total shareholder return has lagged that of the peer companies during theone-,two- and two-yearthree-year performance periods ending on February 28, 2018, February 28, 2019 and February 28, 20192020, respectively, applicable to certain performance-based equity awarded to Mr. Lukes in March 2017. As a result, the amount of compensation realized by Mr. Lukes in recent years has been significantly below his target compensation, which further evidences our compensation philosophy and commitment to strongly align the interests of management and shareholders through the use of performance-based equity. For a summary of performance-based equity awards granted to Mr. Lukes and their status through February 28, 2019,29, 2020, see “– 20182019 Compensation Program – Status of Performance-Based Equity Grants” below.

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Principal Elements of Our Compensation Program

The following table summarizes the key elements of our named executive officer compensation program for 2018:2019:

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Pay Governance

Over the past several years we have adopted a number of compensation-related policies and have entered into new employment agreements with our executives in order to implement several best practices in executive compensation. The following are key features of our executive compensation program.

Role of the Committee and Management in Executive Compensation

The Committee has overall responsibility for the compensation programs provided to our named executive officers. 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, the Committee establishes financial performance metrics and targets used for annual performance-based incentives, conducts anin-depth review of performance against these objectives and subjectively evaluates individual performance, reviews from time to time market pay practices as they relate to both cash-based and equity-based award programs primarily to remain informed about general compensation trends in the market, designs and adopts our long-term equity incentive compensation programs and specifically approves compensation arrangements for our named executive officers.

Our CEO provides significant input in setting the compensation for our other named executive officers 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

For 2018,2019, the Committee continued its retention of 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

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listing rules. The Committee has also considered and assessed all relevant factors, including but not limited to those set forth in Rule10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, 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.

Among other matters, in 20182019 Gressle & McGinley assisted the Committee with:with its:

Consideration of 2018 2019Say-on-Pay Voting Results

At our 20182019 Annual Meeting, we received nearly 96%99% approval, based on the total votes cast, for our annual advisorySay-on-Pay vote to approve the compensation of our named executive officers. The Committee considered this result in connection with its review of compensation policies and decisions in 2018.2019. 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 20182019 specifically in response to the 2018 2019Say-on-Pay voting results. The Committee will, however, continue to work with Gressle & McGinley to monitor changes in executive compensation to keep our executive compensation program aligned with best practices in our competitive market.

20182019 Compensation Program

Base Salary Levels

We pay salaries to our named executive officers to provide them with a base level of income for services rendered. These 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 or enter into new employment agreements with our named executive officers, based on market conditions and prior performance.

Base salaries for Messrs. Lukes, Makinen and Ostrower were established by the Committee in March 2017 in connection with the execution of their employment agreements and were not adjusted for 2018.2018 or 2019. Mr. Fennerty’s base salary level was increased in November 2019 from $280,000 to $400,000 in connection with the execution of his employment agreement and his appointment as our Executive Vice President, Chief Financial Officer and Treasurer. Ms. Vesy’s base salary level was established in December 2016 and was not changed for 2018, though her base salary increased on January 1, 2019 from $340,000 to $380,000 in accordance with the terms of her amended employment agreement.agreement that she had negotiated with us.

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Annual Incentive Compensation Design

The employment agreements with our named executive officers specify threshold, target and maximum annual incentive amounts (as a percentage of salary, or, for the portion of Ms. Vesy’s award that is payable in RSUs, salary plus earned annual incentive award). Our named executive officers are not guaranteed an annual incentive payment and each named executive officer’s annual incentive payment can be as low as zero or as high as the maximum amount set forth in his or her agreement based on the degree of achievement of corporate and individual performance measures established by the Committee at the beginning of each year. Though our employment agreement with Mr. Fennerty specifies threshold, target and maximum annual incentive amounts for calendar year 2020 and beyond, the agreement provided the Committee with discretion in determining the amount of his 2019 annual incentive award, if any. Expressed in dollar values, the minimum, threshold, target and maximum annual incentive award payable to each of our named executive officers for 20182019 pursuant to the terms of his or her employment agreement, and the maximum amount expressed as a percentage of the executive’s base salary, was as follows:

In February 2018,March 2019, the Committee established our 20182019 annual incentive compensation program for our named executive officers.Messrs. Lukes, Makinen and Ostrower and Ms. Vesy. The program used a combination of company-wide operating and portfolio objectives as well as tailored goals for which the applicable named executive officer was individually responsible. In each case, the Committee believed that the performance measures were appropriate because their achievement should contribute to our long-term success and the creation of value for our shareholders. Mr. Fennerty’s 2019 annual performance-based incentive compensation program was originally designed by our Chief Executive Officer in early 2019 when Mr. Fennerty was not serving as an executive officer of the Company. The original design of Mr. Fennerty’s 2019 incentive compensation program involved a subjective, discretionary assessment of his individual performance and was not based on formulaic performance metrics or specific goal assessment. No performance objectives or goals were implemented by the Committee to govern Mr. Fennerty’s 2019 incentive award following his promotion in November 2019 given the significant portion of the year which had elapsed prior to his appointment as our Executive Vice President, Chief Financial Officer and Treasurer.

The following charts identify the performance measures applicable to each of our named executive officers,Messrs. Lukes, Makinen and Ostrower and Ms. Vesy, the range of performance in 20182019 for which points were awarded and the weighting of each of the performance measures to the overall score. Within the performance ranges applicable to each quantitative metric, the program awarded from one to five points based on the Company’s level of actual performance relative to break-points within the stated performance range on a formulaic, nondiscretionary basis; nobasis. No points were earned on account of any quantitative measure to the extent actual performance was below the bottom end of the identified performance range (or, in the case of recurring G&A expense management, above the top end of the identified performance range).range. In the case of each individualized performance measure, the participating named executive officers received from zero to five points based on the Committee’s subjective assessment of performance. After points were awarded for each performance measure, each participating named executive officer was given an overall score based on the weighting of each measure as indicated below. An overall score of one point corresponded to a “threshold” incentive payout, a score of three points corresponded to a “target” incentive payout and a score of five points corresponded to a “maximum” incentive payout, in each case as indicated in the applicable executive’s employment agreement (with straight line interpolation applicable to scores between those break-points). Due to Mr. Ostrower’s departure in November 2019, the Committee did not complete a review or evaluation of his performance against his performance measures.

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