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)all boxes that apply):

						Notice of Annual Meeting of Shareholders

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

The 20212022 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, 20212022

20212022 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.

2021 Annual Meeting of Shareholders2022 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. 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/295175720www.meetnow.global/MKQUNKN. You will need the control number that appears on your Notice of Annual Meeting of Shareholders and Proxy Card and the meeting password, SITC2021.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 Trust Company, N.A. (“Computershare”) at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Thursday, May 6, 2021.5, 2022. You will receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetingcenter.io/295175720www.meetnow.global/MKQUNKN and enter your control number and the meeting password, SITC 2021.number.

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

20212022 Director Nominees

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

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

  PROXY STATEMENT SUMMARY  

20202021 Performance Highlights

Beginning in March 2020,2021 was a transformational year for our Company. We began 2021 focused on mitigating the impact of the COVID-19 pandemic on our business but quickly transitioned to leveraging the strength of our operations, leasing platform and balance sheet to build a foundation for sustainable future growth. In the early months of the year, the Company negotiated arrangements with the last group of large tenants that had failed to pay 2020 rents as a significant impactresult of the COVID-19 pandemic and worked with tenants to normalize rent collections. Throughout the year, the Company’s leasing team capitalized on the retail sector within the continental U.S.increasing importance of suburban store locations to tenants’ businesses and the communitiesimproved financial health of national credit tenants to produce leasing volumes well in excess of 2020 levels. Improving transactions markets helped the Company to substantially complete the sale of Retail Value Inc.’s (“RVI”) remaining properties which, our properties, tenantsin turn, led to RVI’s distribution of $190 million to the Company in October 2021 on account of the Company’s preferred investment. This distribution, together with retained cash from improved operations and employees are located. A large numberproceeds of our tenants ceased operations for a periodthe Company’s March 2021 equity offering, provided the Company with important capital to consummate significant property acquisitions, finance new anchor tenant buildouts and redevelopment projects, redeem certain of time, failedthe Company’s preferred shares and repay other indebtedness ahead of scheduled maturities. The Company concluded 2021 with reduced leverage levels, no outstanding balance on its revolving lines of credit and significant immediate liquidity (from both cash on hand and amounts available from settlement of forward equity sales) leaving the Company well positioned to make one or more rent payments, sought rent relief from ustake advantage of future growth 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-beinginvestment opportunities. Details of our employees and tenants and patrons at our properties. Highlights of our 2020 performancethese accomplishments 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 323293 employees (as of year-end 2020)2021) are committed to being Fearless, Authentic, Curious and Thoughtful (our “Matters of FACT”) members of the community. We consider social and environmental issues in all aspects of our business, including the well-being of our employees and our impact on the neighborhoodscommunities in which our properties are located. Recent recognition includes:

		Included in Newsweek’s 2020, 2021 and 20212022 lists of America’s Most Responsible Companies.				Green Star rated by Global Real Estate Sustainability Benchmark (GRESB)
		Included in Bloomberg’s 20212022 Gender Equality Index. 62%63% of our employees and 38%43% of our DirectorsDirector nominees 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 seventh annual Corporate Responsibility and Sustainability Report which was prepared in 20202021 in alignment with Global Reporting Initiative (GRI)(“GRI”) principles and certain Sustainability Accounting Standards Board (SASB)(“SASB”) standards. Our Corporate Responsibility and Sustainability Report can be found on our website at www.sitecenters.com/sustainability.

  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, which are typically established at the beginning of each year, and individual performance.
		A significant portion of the value of long-term performance incentives depends on relative shareholder return.
		The Compensation Committee, which is comprised solely of independent Directors, engages an independent compensation consultant to advise it.

What We Don’t Do

 

 

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

Pay Aligned With Performance

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

  PROXY STATEMENT SUMMARY  

20202021 Executive Compensation

The table below summarizes 20202021 compensation awarded or paid to our continuing named executive officers as reported in the 20202021 Summary Compensation Table included in this Proxy Statement. In February 2020, ourOur Compensation Committee establishedtypically establishes both quantitative and qualitative performance metrics governing our 2020 annual incentive compensation program which included bothin the first quarter of each year. In February 2021, our Compensation Committee determined that it was unable at that time to adopt quantitative performance metrics 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 offor 2021 due to the uncertainty that continued to exist with respect to the impact of the COVID-19 pandemic on our business,Company operations. Following improvement in the operating environment during the first quarter of 2021 and management’s release of updated earnings guidance in April 2021, the Compensation Committee subsequently decided thatestablished our 2021 annual incentive compensation program in early May 2021.

The 2021 annual compensation program included both quantitative performance metrics, namely Operating FFO and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), and subjectively-evaluated qualitative performance metrics. The quantitative metrics comprised 60% of the quantitative componentsprogram’s overall assessment of executive performance, and the Compensation Committee set the “target” level of performance for the program’s Operating FFO performance metric within the Operating FFO guidance range issued by management in April 2021 in connection with the disclosure of first quarter financial results. The remaining 40% of the annual incentive compensationaward program no longer appropriately incentivized or measured management’sinvolved a qualitative assessment of each named executive officer’s individual performance.

Based on the Compensation Committee’s evaluation in early 2022 of executive performance during 2021, including the Company’s achievements outlined in 2020 and effectively replaced these quantitative components with an expanded qualitative evaluation of our executives’ actual performance.“2021 Performance Highlights” above, Messrs. Lukes (President and CEO) and, Fennerty (Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”)) and Cattonar (EVP and Chief Investment Officer (“CIO”)) and Ms. Vesy (EVP and Chief Accounting Officer (“CAO”)) were awarded 20202021 incentive compensation payouts of $1,350,000, $300,000$2,250,000, $675,000, $525,000 and $285,000,$510,000, respectively, which represented the targetmaximum amount of the bonusannual incentive award opportunities provided for under their employment agreements in effect at the end of the year. As further described below, Mr. Lukes’ payout was made2021. All executives received their 2021 incentive compensation payouts 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.cash.

Of the approximately $8.5$6.9 million total compensation reported for Mr. Lukes in the 20202021 Summary Compensation Table, approximately $3$2.6 million consisted of the grant date fair value of an annual grantaward of performance-based RSUs which becomebecomes 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 20202021 executive compensation, including factors considered by our Compensation Committee in determining 2020evaluating the qualitative elements of the 2021 annual incentive compensation awards,program, 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%, 99%96% and 96%95% of votes cast for the approval of the “say-on-pay” proposals at our 2018, 2019, 2020 and 20202021 Annual Meetings of Shareholders, respectively.

2. Proposal One: Election of EightSeven 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 eightseven 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 EIGHTSEVEN DIRECTOR NOMINEES

Director Nominees for Election at the Annual Meeting

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

Transactions with the Otto Family

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

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

Independent Directors

Our Board has affirmatively determined that all Directors who served during 20202021 (except for Mr. Lukes) were, and all Directors nominated by the Board for election in 20212022 (except for Mr. Lukes) are, independent within the meaning of the rules of the New York Stock Exchange (“NYSE”) and, as applicable, the rules of the SEC,Securities and Exchange Commission (“SEC”), including with respect to the applicable Director’s service on the Compensation Committee and/or excluding Mr. Otto and Dr. Finne, the Audit Committee. Our Corporate Governance Guidelines provide that our Board will be comprised of a majority of independent Directors and that only those Directors or Director nominees who meet the listing standards of the NYSE will be considered independent. Our Board reviews annually the relationships that each Director or Director nominee has with us (either directly or indirectly), and only those Directors or Director nominees whom our Board affirmatively determines have no material relationship with us will be considered independent.

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

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

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

Proxy Access

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

3. Board Governance

Board Leadership

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

We believe that an independent Chairman of the Board, separate from our CEO, recognizes the time, effort and commitment that our CEO is required to devote to his position and to fulfill his responsibilities and the independent oversight required by our Chairman of the Board. This structure also enables our Board as a whole to fulfill its responsibility to oversee the risks presented by the Company’s long-term strategy, business plan and model.

Meetings of Our Board

During the fiscal year ended December 31, 2020,2021, our Board held six meetings and undertook fourthree written actions. Each of our Directors attended at least 75% of the aggregate of (i) the number of meetings of the Board that were held during the period that such person served on the Board and (ii) the number of meetings of committees of the Board held during the period that such person served on such committee. As stated in our Corporate Governance Guidelines, all Directors are expected to attend the Annual Meeting. All of our Directors nominated for election virtually attended the Annual Meeting of Shareholders in May 2020.2021. Our Board conducts and reviews its operations through a self-assessment process on an annual basis.

Meetings of Non-Management and Independent Directors

The non-management Directors meet in executive session in conjunction with each regularly scheduled Board meeting. These meetings are chaired by the Chairman of the Board. In addition, as required by our Corporate Governance Guidelines, the independent Directors meet at least once per year to the extent our Board includes one or more non-management Directors who are not independent.

Committees of Our Board

During 2020,2021, our Board had the committees described below. Our Board has approved the written charters of the Audit Committee, the Compensation Committee and the Nominating and ESG Committee, which, along with our Corporate Governance Guidelines, are posted on our website at www.sitecenters.com, under “Governance” in the “Investor Relations” section. Each of the Audit Committee, Compensation Committee and Nominating and ESG Committee conducts a self-evaluation and review of its charter annually and reports the results of these evaluations and reviews to our Board. 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.

Risk Oversight

Management is responsible for the day-to-day management of risks, while the Board, as a whole and through our Audit Committee, is responsible for overseeing the risk assessment and risk management functions of the Company. The Board has delegated responsibility for reviewing our policies with respect to risk assessment and risk management to our Audit Committee through its charter. The Board has determined that this oversight responsibility can be most efficiently performed by our Audit Committee as part of its overall responsibility for providing independent, objective oversight with respect to our accounting and financial reporting functions, internal and external audit functions, systems of internal control over financial reporting, security of information technology systems and data, and legal, ethical and regulatory compliance. Our Audit Committee regularly reports to the Board with respect to its oversight of these areas.

Compensation of Directors

Director Compensation Program

During 2020,2021, our non-employee Directors were compensated in the form of an annual cash retainer and an annual stock retainer, which were intended to align the interests of our Directors and our shareholders, as shown below.

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

20202021 Director Compensation

In accordance with the compensation program described above, our non-employee Directors received the following compensation during 2020:2021:

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. Sweeneythe following have deferred compensation represented by the following number of units as of December 31, 2020:2021:

Director Stock Ownership Guidelines

Each non-employee Director must own common shares or common share equivalents with an aggregate market value of no less than five times the cash portion of the annual retainer paid to a Director (or(in other words, $250,000 worth of shares). This ownership requirement generally must be met no later than the fifth anniversary of the date restricted shares or common shares comprising a component of the Director’s compensation are first granted to the Director, and on each December 31st thereafter. Our Board established this particular level of stock ownership for our non-employee Directors in order to align the interests of our non-employee Directors with the investment interests of our shareholders. To this end, and unless otherwise approved by the Nominating and ESG Committee, each non-employee Director is required to retain at least 50% of the common shares and common share equivalents received by the Director as compensation until such time as the minimum share ownership requirement has been satisfied. Common share units acquired by Directors under our deferred compensation plans constitute common share equivalents and count toward satisfying the stock ownership guidelines. All Directors were in compliance with the Director stock ownership guidelines as of December 31, 2020.2021.

Security Ownership of Directors and Management

The following table sets forth certain information regarding the beneficial ownership of our common shares as of February 21, 2021,2022, except as otherwise disclosed in the notes below, by (1) our Directors, (2) our named executive officers, and (3) our current executive officers and Directors, as a group. Except as otherwise described in the following notes, the following beneficial owners have sole voting power and sole investment power with respect to all common shares set forth opposite their respective names.

Environmental, Social and Governance Highlights

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

Social and Human Capital Management

Governance

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

Proposal Summary and Board Recommendation

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

RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the “Compensation Discussion and Analysis,” compensation tables and related narratives and descriptions of our Proxy Statement for the 20212022 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 20222023 Annual Meeting of Shareholders.Shareholders (the “2023 Annual Meeting”). The next vote on the frequency of our Say-on-Pay vote is also expected to take place at our 2023 Annual Meeting.

BOARD RECOMMENDATION:

“FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION  OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

We believe that you should vote “FOR” the approval, on a non-binding, advisory basis, of our named executive officer compensation, which, as described more fully under the section captioned “Compensation Discussion and Analysis,” we have designed to have strong links to operating and financial performance. At-risk elements such as annual incentives and long-term equity incentives comprise a significant portion of our overall executive remuneration. For these incentive plans, we establish performance metrics and objectives so that the level of compensation received appropriately corresponds to the level of performance achieved. In addition, the vesting requirements of time-basedservice-based RSU awards are designed to encourage the retention of our named executive officers and ownership that results in business decisions that build long-term shareholder value and thus stock price appreciation.

Although our Compensation Committee adopted an annual incentive compensation program in February 2020 comprised60% of both quantitative and qualitative performance measures to govern the level of executive incentive compensation for 2020, the Compensation Committee subsequently decided that the quantitative elements of the program were ineffective to appropriately incentivize or measure management’s performance in 2020 as a result of the unforeseen impact of the COVID-19 pandemic on our business. As a result, in early 2021, the Compensation Committee effectively replaced the quantitative elements of our 2020 annual incentive compensation program with an expanded qualitative evaluation of our executives’ performance and considered the actions discussed in the section captioned “Compensation Discussion and Analysis—2020 Compensation Program—Annual Incentive Compensation Decisions” below in determining the appropriate level of annual incentive compensation earned by our named executive officers in 2020.officers’ annual incentive award payout for 2021 was determined by reference to the Company’s performance with respect to two key quantifiable metrics: Operating FFO and Adjusted EBITDA. The remaining 40% of these executives’ annual incentive award was tied to the Compensation Committee’s assessment of individual performance and the achievement of objectives for which the executive was individually responsible. We believe you should vote “FOR” the approval of the 20202021 compensation of our named executive officers because it recognizes the decisive actions taken bywas aligned with our actual 2021 performance and appropriately reflects key achievements resulting from their leadership.

our management team in response to the COVID-19 pandemic and appropriately reflects 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 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, 20202021 and the Proxy Statement for the 20212022 Annual Meeting of Shareholders for filing with the SEC.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during 20202021 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.

5. Compensation Discussion and Analysis

Overview

In this section of the Proxy Statement, we explain and discuss our 20202021 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 2020.2021. Our goal is to provide a better understanding, both in absolute terms and relative to our performance, of our compensation practices and the decisions made concerning the compensation payable to our executive officers, including the Chief Executive Officer or CEO, and the other executive officers named in the “2020“2021 Summary Compensation Table” below. We refer to the executive officers included in that table, namely Mr. Lukes (our President and CEO), Mr. Fennerty (our Chief Financial Officer)EVP and CFO), Ms. Vesy (our Chief Accounting Officer)EVP and CAO) and Mr. Cattonar (our EVP and CIO), 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

20202021 Performance Highlights

Beginning in March 2020,2021 was a transformational year for our Company. We began 2021 focused on mitigating the impact of 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 equipmentbut quickly transitioned to our employees, we moved quickly to protectleveraging the health and safetystrength of our employeesoperations, leasing platform and balance sheet to build a foundation for sustainable future growth. In the continuity of operations by moving to a remote working environment in mid-March 2020 and most employees continued to work remotely asearly months of the endyear, the Company negotiated arrangements with the last group of large tenants which had failed to pay 2020 rents as a result 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 propertiespandemic and worked with tenants to facilitate curbside pickupnormalize rent collections. Throughout the year, the Company’s leasing team capitalized on the increasing importance of online purchases.

The pandemic also had a significant impact on oursuburban store locations to tenants’ businesses and the improved financial results as many tenants at our properties experienced reductions in foot traffic and sales and failed to pay all or a portionhealth 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 ournational credit 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 tenantsproduce leasing volumes well 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 quartersexcess of 2020 respectively,levels. Improving transactions markets helped the Company to substantially complete the sale of RVI’s remaining properties which, compared favorablyin turn, led to RVI’s distribution of $190 million 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 resolutionin October 2021 on account of the Company’s preferred investments in the Blackstone joint ventures which provided additionalinvestment. This distribution, together with retained cash resources at closing. Efforts to improve the qualityfrom improved operations and proceeds of the Company’s portfolio in recent years through acquisitions, dispositions and the spin-off of Retail Value Inc. (“RVI”) also better positionedMarch 2021 equity offering, provided the Company with important capital to backfill vacancies resultingconsummate significant property acquisitions, finance new anchor tenant buildouts and redevelopment projects, redeem certain of the Company’s preferred shares and repay other indebtedness ahead of scheduled maturities. The Company concluded 2021 with reduced leverage levels, no outstanding balance on its revolving lines of credit and significant immediate liquidity (from both cash on hand and amounts available from pandemic-related tenant closures and bankruptcies, andsettlement of forward equity sales) leaving the Company witnessed strong leasing volumeswell positioned to take advantage of future growth and momentum in late 2020.investment opportunities.

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

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

According to the achievement of pre-identified goals for which each participating executive was individually responsible. The Committee extensively considered the earnings guidance issued by the Company in early February 2020, including guidance with respect to 2020 Operating FFO results, in establishing performance thresholdsthis design, and targets for the Operating FFO and Adjusted EBITDA components of the 2020 incentive compensation program.

Beginning in March 2020, the COVID-19 pandemic had a significant impactbased on the communities in which our properties, tenants and employees are located. A large number of tenants ceased operations for a period of time, failed to make one or more rent payments, sought the deferral or abatement of rent obligations and, in some cases, permanently closed or declared bankruptcy. Like a substantial majority of the Company’s peers, in late March 2020, the Company recognized the severe and protracted impact the pandemic would have on its financial results and elected to withdraw its earnings guidance for 2020, including guidance for 2020 Operating FFO which the Committee had utilized to establish the quantitative elements of the 2020 incentive compensation program.

In light of these highly unusual circumstances, the Committee recognized during the course of 2020 that the originally-established financial metrics for the annual incentive compensation program no longer provided an appropriate incentive for management or a reasonable method by which to measure executives’ actual performance in 2020. As a result of continuing uncertainty caused by the pandemic, the Committee determined that the best course of action was to delay consideration of how to properly review and reward management for their actual performance during 2020 until early 2021, when the Committee would have more complete information about the pandemic, the success of the actions management took during 2020 to address the impact of the pandemic on the Company’s business and our actual financial and operational results. In February 2021, the Committee took action to effectively replace the quantitative components of the annual incentive program with an expanded, overarching, subjective and qualitative evaluation of the executives’ actual performance to determine the appropriate level of 2020 incentive compensation. In evaluating executives’ performance, the Committee considered many of the actions and achievements highlighted above and discussed in greaterfurther detail in the section of this Compensation Discussion and Analysis below, titled “2020 Compensation Program—Annual Incentive Compensation Decisions”. Following its evaluation of the executives’ performance, the Committee approved annual incentive payments to our named executive officersMessrs. Lukes, Fennerty and Cattonar and Ms. Vesy for 2020 at2021 in the following levels:

These payout results reflectamounts of $2,250,000, $675,000, $525,000 and $510,000, respectively, which represented the Committee’s overall qualitative assessment of each named executive officer’s performance for 2020, but as a technical matter consist of both implementationmaximum level of the original qualitative assessment

February 28, 2023. In accordance with his employment agreement, on March 2, 2020, Mr. Fennerty also received 11,909 performance-based RSUs having a “target” value of $150,000, subject to a two-year performance period beginning on March 1, 2020 and ending February 28, 2022, and 5,954 performance-based RSUs having a “target” value of $75,000, subject to a one-year performance period beginning on March 1, 2020 and ending February 28, 2021. Mr. Fennerty’s one-year and two-year performance-based RSUs were designed as a “ramp up” to the full three-year performance-based RSU cycle that was provided to Messrs. Lukes and Makinen.29, 2024. These performance-based RSUs (or “PRSUs”) become payable to the executives in common shares at the end of the performance period, if at all, based on the percentile rank of the Company’s TSR measured over the performance period as compared to the TSR of a defined group of peer companies, subject generally to the executives’ continued employment with us. 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. For these grants, if our TSR is negative during the performance period, the number of shares payable to the executives is reduced by one-third.

2020 Retention-Based RSU Awards. On September 11, 2020, in accordance with the terms of his new employment agreement, Mr. Lukes was granted (1) 190,696 service-based RSUs having a value determined in accordance with the employment agreement of $1.5 million and generally vesting in substantially equal installments on each of the first four anniversaries of the grant date (the “Ratable Vest Upfront RSUs”) and (2) 190,695 service-based RSUs having a value determined in accordance with the employment agreement of $1.5 million and generally vesting on the fourth anniversary of the grant date (the “Cliff Vest Upfront RSUs”). In each case these service-based RSUs are subject generally to Mr. Lukes’

Compensation Program Design

Compensation Philosophy and Objectives

Our primary executive compensation objectives are to:

Our compensation program rewards 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 measures of performance that enhance long-term shareholder value. 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 that provide sustainable growth opportunities and enhance net asset value.

NegotiationStructure and Principal Elements of New Employment Agreement with CEOOur Executive Compensation Program

In September 2020, weWe entered into a new employment agreement with Mr. Lukes, which replaced his March 2017 employmentour CEO, in September 2020. In negotiating this agreement, that was scheduled to expire in March 2021. In evaluating the appropriate design and structure of the Company’s new compensation arrangements with Mr. Lukes, the Committee ultimately decided that fixed-term employment agreements remainemphasized the most appropriate arrangement withuse of performance-based awards for both the Company’s executives because they give the Company the opportunity at the end of the contract term to reconsider the composition of its leadership team, evaluate the Company’s executive compensation program against its peers, align the structure of the Company’s executive compensation program with its current strategyannual and evolving best practices and promote executive retention through new grants of long-term equity.

In negotiating the termsincentive components of Mr. Lukes’ new employment agreement,compensation in order to align the Committee worked closely with its compensation consultant, Gressle & McGinley. The Committee first focused on determining the appropriate overall levelinterest of target compensation for Mr. Lukes. To this end, the Committee reviewed a report prepared by Gressle & McGinley that summarized the total target CEO compensation of our direct shopping center REIT peers, as well as the components of such compensation (salary, bonus and annualized equity). The report focused on 11 other public shopping center REITs which own non-mall retail assets similar to those of the Company and which have comprised the group of peer companies used to measure the Company’s relative TSR performance for the purpose of the annual performance-based RSU awards granted to management in 2017 through 2020 (specifically, Acadia Realty Trust, Brixmor Property Group Inc., Federal Realty Investment Trust, Kimco Realty Corporation, Kite Realty Group Trust, Regency Centers Corporation, Retail Opportunity Investments Corp., Retail Properties of America, Inc., RPT Realty, Urban Edge Properties and Weingarten Realty Investors). In addition, the Committee considered the report’s evaluation of the relationship between company size and actual CEO compensation for the disclosed entities based on information reported in proxy statements using a regression analysis. In developing Mr. Lukes’ new employment agreement, the Committee focused on developing a target annual value equal to 25% of the aggregate total target compensation anticipated to be provided to Mr. Lukes under the full four-year term of his new employment agreement, which the Committee referred to as Target Annualized Compensation. Based on the Committee’s consideration of the data referred to above, and following negotiations with Mr. Lukes, the Committee set the Target Annualized Compensation for Mr. Lukes at approximately $6.0 million, which placed Mr. Lukes at approximately the 72^nd percentile of the 11-company peer group and was relatively comparable to the $5.95 million target annualized value provided for under Mr. Lukes’ original March 2017 employment agreement (which represented the 74^th percentile of peer chief executive compensation at the time of the 2017 benchmarking study).