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 20202021 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, 2020

2021

20202021 Proxy Statement Table of Contents

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  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.

MEETING DATE, TIME AND LOCATION2021 Annual Meeting of Shareholders

TUESDAY, MAY 12, 2020 AT 9:00 A.M. LOCAL TIME

Loews Regency Hotel

540 Park Avenue

New York, New York 10065

As 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 releaseVoting Matters and public filing with the Securities and Exchange Commission, and details will be available at www.sitecenters.com/investors.Board Recommendations

PROPOSALS

How to Vote

VOTING

YouShareholders of record 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 20, 2020, the record date for the Annual Meeting. We will begin mailing this Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders, 2019 Annual Report and Proxy Card on or about April 1, 2020 to all shareholders entitled to vote.

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

By Internet: To submit a proxy over the Internet, go to www.investorvote.com/sitc. You will need the control number that appears on your Notice of Annual Meeting of Shareholders and Proxy Card.
By Telephone: To submit a proxy by telephone, call toll free 1-800-652-8683. You will need the control number that appears on your Notice of Annual Meeting of Shareholders and Proxy Card.
By Mail: If you received a full paper set of proxy materials, date and sign your Proxy Card and mail it in the enclosed, postage-paid envelope. You do not need to mail the Proxy Card if you are submitting your proxy by Internet or telephone.
At the Meeting: To vote at the Annual Meeting, visit www.meetingcenter.io/295175720. You will need the control number that appears on your Notice of Annual Meeting of Shareholders and Proxy Card and the meeting password, SITC2021.

  PROXY STATEMENT SUMMARY  

Shareholders whose shares are held of record by a broker, bank, trust or other nominee may vote their shares by following the instructions provided by such broker, bank, trust or other nominee or at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust or other nominee, you must register in advance in order to vote electronically at the Annual Meeting. To register, you must forward a legal proxy from your broker, bank, trust or other nominee holding your shares to Computershare Trust Company, N.A. (“Computershare”) at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Thursday, May 6, 2021. You will receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetingcenter.io/295175720 and enter your control number and the meeting password, SITC 2021.

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

2021 Director Nominees

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.

  PROXY STATEMENT SUMMARY  

2020 Performance Highlights

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

  PROXY STATEMENT SUMMARY  

Corporate Governance Highlights

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

Corporate Values, Social Responsibility and Environmental Sustainability

Our Company and its 323 employees (as of year-end 2020) are committed to being Fearless, Authentic, Curious and Thoughtful (our “Matters of FACT”) members of the community. We consider social and environmental issues in all aspects of our business including the well-being of our employees and our impact on the neighborhoods in which our properties are located. Recent recognition includes:

By Internet Go to: www.investorvote.com/sitc or the web address on your Proxy Card		Included in Newsweek’s 2020 and 2021 lists of America’s Most Responsible Companies.		By Telephone Call toll free: 1-800-652-8683		Green Star rated by Global Real Estate Sustainability Benchmark (GRESB)
		By MailIncluded in Bloomberg’s 2021 Gender Equality Index. 62% of our employees and 38% of our Directors are women.				Recognized as a Green Lease Leader (Silver Level) by U.S. Department of Energy and The Institute for Market Transformation.

Our dedication to our community and the environment is detailed in our annual Corporate Responsibility and Sustainability Report which was prepared in 2020 in alignment with Global Reporting Initiative (GRI) principles and certain Sustainability Accounting Standards Board (SASB) standards. Our Corporate Responsibility and Sustainability Report can be found on our website at www.sitecenters.com/sustainability.

Sign the enclosed

4		SITE Centers Corp.ï  2021 Proxy Card and return by pre-paid postage envelope Statement

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  PROXY STATEMENT SUMMARY  

Compensation Practices

The Compensation Committee oversees the design and administration of the Company’s executive compensation programs. Our compensation programs reward executives not only for delivering superior returns but also for reducing the risk profile of the Company and achieving financial and non-financial measures of performance that enhance long-term shareholder and stakeholder value. The following are key features of our executive compensation programs.

What We Do

		We tie pay to performance by making a significant portion of compensation “at risk”.
		Annual incentive pay is, in a typical year, based on multiple performance metrics established at the beginning of each year and individual performance.
		A significant portion of the value of long-term performance incentives depends on relative shareholder return.
		The Compensation Committee, which is comprised solely of independent Directors, engages an independent compensation consultant to advise it.

What We Don’t Do

		We do not guarantee minimum incentive bonus awards.
		We do not encourage excessive risk taking as we use different performance metrics for our annual and long-term incentive compensation programs.
		We do not pay dividend equivalents on unearned equity awards subject to performance-based vesting.
		We do not allow for repricing of stock options without shareholder approval.
		We do not include excise tax gross-up provisions in our executive compensation arrangements.
		We do not offer excessive perquisites or special health and welfare plans to executives.

Pay Aligned With Performance

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

  PROXY STATEMENT SUMMARY  

2020 Executive Compensation

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

Of the approximately $8.5 million total compensation reported for Mr. Lukes in the 2020 Summary Compensation Table, approximately $3 million consisted of an annual grant of performance-based RSUs which become payable, if at all, based on the percentile rank of the Company’s total shareholder return (“TSR”) measured over a three-year period relative to an identified group of peer companies. In addition, approximately $3 million of total compensation reported for Mr. Lukes in 2020 was attributable to time-based RSUs issued to Mr. Lukes in connection with the execution of his new September 2020 employment agreement, half of which RSUs will vest ratably on the first four anniversaries of the contract date and half of which RSUs will vest on the fourth anniversary of the contract date. These time-based RSUs effectively succeeded the RSUs previously issued to Mr. Lukes upon the execution of his original employment agreement in March 2017 which had an original grant date fair value of approximately $3 million and vested ratably on the first four anniversaries of their date of grant.

Portions of the executives’ annual incentive awards for 2020 are reported in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns in accordance with applicable Securities and Exchange Commission (“SEC”) disclosure rules and interpretive guidance as a result of the replacement of the original quantitative components of the 2020 incentive compensation program with an expanded qualitative assessment. For more details on 2020 executive compensation, including factors considered by our Compensation Committee in determining 2020 incentive compensation awards, see the “Compensation Discussion and Analysis” section beginning on page 24 of this Proxy Statement.

Historical Say-on-Pay Voting Results

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

2. Proposal One: Election of Eight Directors

Proposal Summary and Board Recommendation

At the Annual Meeting, unless you specify otherwise, the common shares represented by your proxy will be voted to elect the eight Director nominees identified below. If any of the Director nominees is not a candidate when the election occurs for any reason (which is not expected) and the size of our Board 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 GovernanceESG Committee.

BOARD RECOMMENDATION:

“For” All Eight Director NomineesFOR” ALL EIGHT DIRECTOR NOMINEES

Director Nominees for Election at the Annual Meeting

Our Board has nominated and recommends that shareholders vote “FOR” the election of each of the following Director nominees, each to serve 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(collectively, the Otto Family,“Otto Family”) purchased 40,000,000 common shares of the Company which we refer to as the Purchased Shares.(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 20192020 (except for Mr. Lukes) were, and all Directors nominated for election by the Board for election in 20202021 (except for Mr. Lukes) are, independent within the meaning of the rules of the NYSENew York Stock Exchange (“NYSE”) and, as applicable, the rules of the Securities and Exchange Commission (the “SEC”),SEC, including with respect to the applicable Director’s service on the Compensation Committee and/or, excluding Mr. Otto and Dr. Finne, the Audit Committee. Our Corporate Governance Guidelines provide that our Board will be comprised of a majority of independent Directors and that only those Directors or Director nominees who

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Director Qualifications and Review of Director Nominees

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

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

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

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The maximum number of Director nominees that may be submitted pursuant to these provisions may not exceed 20% of the number of Directors then in office but in no event shall such maximum number be less than two.

Majority Vote Standard

Consistent with best corporate governance practices, the Company’s Articles of Incorporation provide for a majority vote standard in uncontested elections and a plurality vote standard in contested elections of Directors. An election of Directors is contested when the number of nominees for election as a Director exceeds the number of Directors to be elected. Under a majority vote standard, each vote is specifically counted “For” or “Against” the Director’sDirector 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.Director nominee. 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,non-management, 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,CEO, recognizes the time, effort and commitment that our Chief Executive OfficerCEO 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, 2019,2020, our Board held fivesix meetings and undertook onefour written action.actions. Each of our Directors attended at least 75% of the aggregate of (i) the number of meetings of the Board whichthat 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 2019.2020. 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 2019,2020, our Board had the committees described below. Our Board has approved the written charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate GovernanceESG 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 GovernanceESG Committee conducts a self-evaluation and review of its charter annually and reports the results of these evaluations and reviews to our Board. As a result of the annual review performed during 2020, the Nominating and Corporate Governance Committee was renamed the Nominating and ESG Committee in order to reflect the committee’s responsibility in reviewing our environmental, social and governance initiatives and policies. The information contained on or accessible through our website is not incorporated by reference into this Proxy Statement, and you should not consider such information to be part of this Proxy Statement.

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Compensation of Directors

Director Compensation Program

During 2019,2020, 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.

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.

2020 Director Compensation

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Directors’ Deferred Compensation Plan

Non-employee Directors have the right to defer the receipt of all or a portion of their fees pursuant to our Directors’ Deferred Compensation Plan. Our Directors’ Deferred Compensation Plan is an unsecured, general obligation of the Company. Participants’ contributions are converted to units, based on the market value of our common shares, so that each unit is the economic equivalent of one common share but without voting rights. Settlement of units is made in cash, common shares or a combination of both (as permitted by the plan administrators) at a date determined by the participant at the time a deferral election is made. Prior to settlement, each unit earns dividend equivalents in an amount equal to any dividends paid on our common shares during the deferral period. We have established a “rabbi” trust, which holds our common shares, to satisfy our payment obligations under the plan. Common shares equal to the number of units credited to participants’ accounts under the plan are contributed to the rabbi trust. In the event of our insolvency, the assets of the rabbi trust are available to general creditors of the Company. During their terms as Directors, Messrs. Ahern and MacFarlane and Ms. Sweeney have deferred compensation represented by the following number of units as of December 31, 2019:2020:

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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, 2020,2021, except as otherwise disclosed in the notes below, by (1) our Directors, (2) our named executive officers, and (3) our current executive officers and Directors, as a group. Except as otherwise described in the following notes, the following beneficial owners have sole voting power and sole investment power with respect to all common shares set forth opposite their respective names.

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Recent Recognition

Environmental

Social and Human Capital Management

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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“Compensation Discussion and Analysis,” compensation tables and related narratives and descriptions of our Proxy Statement for the 20202021 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 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 20212022 Annual Meeting of Shareholders.

BOARD RECOMMENDATION:

“For” the Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive OfficersFOR” 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.performance. At-risk elements such as annual incentives and long-term equity incentives comprise a significant portion of our overall executive remuneration. For these incentive plans, we establish performance metrics and objectives so that the level of compensation received appropriately corresponds to the level of performance achieved. In addition, the vesting requirements of time-based RSU awards isare designed to encourage the retention of our named executive officers and ownership that results in business decisions that build long-term shareholder value and thus stock price appreciation, and retention ofappreciation.

Although our named executive officers.

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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our actual 2019 performancemanagement team in response to the COVID-19 pandemic and appropriately reflects key achievements resulting from their leadership.the benefit of those actions on stabilizing our operations during the pandemic and maximizing our long-term prospects.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-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 Form10-K for the fiscal year ended December 31, 20192020 and the Proxy Statement for the 20202021 Annual Meeting of Shareholders for filing with the SEC.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during 2020 were Terrance R. Ahern, Jane E. DeFlorio, and Dawn M. Sweeney. None of our executive officers serves or has served on the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity for which any of Mr. Ahern or Mses. DeFlorio or Sweeney at the same time serves or served as executive officer. Also, none of our executive officers serves or served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity, one of whose executive officers at the same time serves or served as a member of our Board.

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5. Compensation Discussion and Analysis

Overview

In this section of the Proxy Statement, we explain and discuss our 2020 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 2020. 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 “2020 Summary Compensation Table” below. We refer to the executive officers included in that table, namely Mr. Lukes (our CEO), Mr. Fennerty (our Chief Financial Officer) and Ms. Vesy (our Chief Accounting Officer) as our “named executive officers”. Our named executive officers for 2020 also include Mr. Makinen, our former Chief Operating Officer, whose employment with us ended in December 2020.

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

Executive Summary

2020 Performance Highlights

Beginning in March 2020, the COVID-19 pandemic had a significant impact on our business and operations. Facilitated by significant recent investments in our information technology systems and an accelerated distribution of additional equipment to our employees, we moved quickly to protect the health and safety of our employees and the continuity of operations by moving to a remote working environment in mid-March 2020 and most employees continued to work remotely as of the end of the first quarter of 2021. We also implemented heightened cleaning and disinfection protocols and installed social distancing and hygiene signage at our properties consistent with Centers for Disease Control and Prevention guidelines, adopted vendor COVID-19 operating protocols to promote safe and responsible operations by third parties providing services at our properties and worked with tenants to facilitate curbside pickup of online purchases.

The pandemic also had a significant impact on our financial results as many tenants at our properties experienced reductions in foot traffic and sales and failed to pay all or a portion of their rental obligations for one or more months. In response to these impacts, we negotiated over 600 pandemic-related lease amendments and rent deferral (and, in limited cases, rent abatement) arrangements with tenants which helped our tenants to stabilize their operations by better matching the timing of their lease obligations and cash flows. In exchange, we received valuable concessions from many of these tenants in the forms of extensions of lease terms, relief from co-tenancy provisions and the reduction of contractual restrictions on our ability to lease or make other changes at our properties. Where tenants were slow or unwilling to reasonably engage with us to address and resolve unpaid rent obligations, we sent default notices and filed litigation against national and local tenants. As a result of these actions, as of March 4, 2021, our tenants had paid approximately 81%, 88% and 95% of aggregate base rents on a pro rata basis for the second, third and fourth quarters of 2020, respectively, which compared favorably to the collection rates of many of our retail real estate company peers.

Our Company’s response to the COVID-19 pandemic also benefitted from several key initiatives we had pursued during recent years. As a result of the Company’s debt reduction strategy and disciplined balance sheet management, including recent refinancings of near-term maturities and limited commitments to large capital expenditure projects, the Company maintained significant liquidity throughout the pandemic. The Company’s near-term liquidity profile was further bolstered during 2020 through the repayment of the Company’s 4.625% Senior Notes due 2022, the suspension of the Company’s second and third quarter dividend payments and the resolution of the Company’s preferred investments in the Blackstone joint ventures which provided additional cash resources at closing. Efforts to improve the quality of the Company’s portfolio in recent years through acquisitions, dispositions and the spin-off of Retail Value Inc. (“RVI”) also better positioned the Company to backfill vacancies resulting from pandemic-related tenant closures and bankruptcies, and the Company witnessed strong leasing volumes and momentum in late 2020.

Finally, we strengthened and streamlined our organizational structure by executing a new four-year employment agreement with our CEO, Mr. Lukes, and eliminating our Chief Operating Officer position. These moves reflect the Board’s confidence