SEC Form DEF 14A filed by Curbline Properties Corp.

 

 

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:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to Rule 14a-12

Curbline Properties 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 all boxes that apply):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

Notice of 2025 Annual

Meeting of Stockholders

& Proxy Statement

 

 

 

		Notice of Annual Meeting of Stockholders

To the Stockholders of Curbline Properties Corp.:

The 2025 Annual Meeting of Stockholders of Curbline Properties Corp. will be held as follows:

 

When:		9:00 a.m. Eastern Time, Wednesday, May 7, 2025.
Where:		The Annual Meeting will be held in a virtual meeting format only, via live webcast at www.meetnow.global/MUPDS9Z. You will not be able to physically attend the Annual Meeting in person.
Items of Business:		Election of two Class I Directors.   Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.   Transact such other business as may properly come before the Annual Meeting.
Who Can Vote:		Stockholders of record at the close of business on March 17, 2025 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment of the Annual Meeting.
Voting by Proxy:		Stockholders may:   Complete, date and sign the accompanying Proxy Card and return it in the enclosed envelope; or   Vote their shares by telephone or over the Internet as described in the accompanying Proxy Statement.
Internet Availability of Proxy Materials:		We have elected to provide access to our proxy materials on the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules instead of mailing printed copies of those materials to each stockholder. We have sent to our stockholders a Notice of Internet Availability of Proxy Materials that provides instructions on how to access our proxy materials, which are available on the Internet at www.proxydocs.com/curb.

By Order of the Board of Directors,

Lesley Solomon

Executive Vice President,

General Counsel and Secretary

Dated: March 26, 2025

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 7, 2025: The Company’s 2025 Proxy Statement and 2024 Annual Report to Stockholders are available free of charge at www.proxydocs.com/curb.

 

2025 Proxy Statement

Table of Contents

 

Proxy Statement Summary			1
Proposal One: Election of Two Class I Directors			6
Proposal Summary and Board Recommendation			6
Director Nominees Whose Terms Expire at the Annual Meeting			7
Continuing Directors Whose Terms Expire at the 2026 and 2027 Annual Meetings			8
Independent Directors			10
Director Qualifications and Review of Director Nominees			10
Proxy Access			11
Majority Vote Standard			11
Board Governance			12
Board Leadership			12
Meetings of Our Board			12
Meetings of Non-Management and Independent Directors			13
Committees of Our Board			13
Risk Oversight			14
Compensation of Directors			15
Director Stock Ownership Guidelines			16
Insider Trading Policy			16
Hedging and Pledging Policy			16
Compensation Committee Interlocks and Insider Participation			16
Executive Compensation Tables and Related Disclosure			17
Executive Compensation			17
Summary Compensation Table			18
2024 NEO Compensation Program			19
Employment Agreements with our NEOs			22
Other Compensation-Related Policies			24
Outstanding Equity Awards at 2024 Fiscal Year-End Table			26
Potential Payments Upon Termination or Change in Control			27
Equity Compensation Plan Information			29
Proposal Two: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm			30
Proposal Summary and Board Recommendation			30
Fees Paid to PricewaterhouseCoopers LLP			31
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			31
Auditor Independence			31
Audit Committee Report			32

Corporate Governance and Other Matters			33
Codes of Ethics			33
Reporting and Non-Retaliation Policy			33
Related-Party Transactions			34
Agreements with SITE Centers			34
Security Ownership of Certain Beneficial Owners			37
Waiver Agreement with Mr. Otto			38
Delinquent Section 16(a) Reports			38
Stockholder Proposals for 2026 Annual Meeting of Stockholders			38
Householding			39
Communications with Our Board of Directors			39
Frequently Asked Questions			40
Why did you send me this Proxy Statement?			40
Who is entitled to vote at the Annual Meeting?			40
How do I attend and vote at the virtual Annual Meeting?			40
How many votes do I have?			41
How do I vote by proxy?			41
May I revoke my proxy?			41
Who is soliciting my proxy?			42
Can I receive these proxy materials by email in the future?			42
What constitutes a quorum?			42
What vote is required to approve each proposal assuming that a quorum is present at the Annual Meeting?			42

 PROXY STATEMENT SUMMARY 

 

Proxy Statement Summary

This Proxy Statement Summary contains highlights and information that can be found elsewhere in this Proxy Statement as indicated by the applicable page references. This summary does not contain all of the information that you should consider, and therefore you should read the entire Proxy Statement.

2025 ANNUAL MEETING OF STOCKHOLDERS

 

Date and Time:		Wednesday, May 7, 2025 at 9:00 a.m. Eastern Time
Location:		Curbline Properties Corp. (“we,” “our,” “us,” the “Company” or “Curbline”) will hold its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting” or the “Annual Meeting”) in a virtual meeting format via the Internet at www.meetnow.global/MUPDS9Z. You will not be able to physically attend the Annual Meeting in person. For more information on how to attend and vote at the Annual Meeting, see “Frequently Asked Questions—How do I attend and vote at the virtual Annual Meeting?” on page 40 of this Proxy Statement.
Record Date:		March 17, 2025
Mail Date:		This Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders, 2024 Annual Report and Proxy Card will be mailed or made available on or about March 26, 2025 to all stockholders of record entitled to vote.

VOTING MATTERS AND BOARD RECOMMENDATIONS

 

Matter				Page		Board Recommendation
Proposal One		Election of two Class I Directors		6		For each Director nominee
Proposal Two		Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025		30		For

HOW TO VOTE

Stockholders of record (i.e., stockholders 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/curb. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or Proxy Card.
		By Telephone: To submit a proxy by telephone, call toll free 1-800-652-8683. You will need the control number that appears on your Notice of Internet Availability or Proxy Card.
		By Mail: If you received a full paper set of proxy materials, date and sign your Proxy Card and mail it in the enclosed, postage-paid envelope. You do not need to mail the Proxy Card if you are submitting your proxy by Internet or telephone.
		At the Meeting: To vote at the Annual Meeting, visit www.meetnow.global/MUPDS9Z. You will need the control number that appears on your Notice of Internet Availability or Proxy Card.

 

Curbline Properties Corp. | 2025 Proxy Statement 1

 PROXY STATEMENT SUMMARY 

 

Stockholders whose shares are held of record by a broker, bank, trust or other nominee may vote their shares by following the instructions provided by such broker, bank, trust or other nominee or at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust or other nominee, you must register in advance in order to vote electronically at the Annual Meeting. To register in advance, you must forward a legal proxy from your broker, bank, trust or other nominee holding your shares to Computershare at [email protected] no later than 5:00 p.m. Eastern Time on Friday, May 2, 2025. You will receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetnow.global/MUPDS9Z and enter your control number.

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

2025 CONTINUING DIRECTORS AND DIRECTOR NOMINEES

 

CURRENT COMMITTEE MEMBERSHIPS

DIRECTOR NAME

AGE

SINCE

INDEPENDENT

CLASS

AUDIT

NOMINATING & SUSTAINABILITY

COMPENSATION

Linda B. Abraham*

62

2024

Yes

I

✓

✓

Terrance R. Ahern**

69

2024

Yes

III

✓

Chair

Jane E. DeFlorio

54

2024

Yes

II

Chair

✓

David R. Lukes*

55

2024

No

I

Victor B. MacFarlane

73

2024

Yes

III

Chair

Alexander Otto

57

2024

Yes

III

Barry A. Sholem

69

2024

Yes

II

✓

✓

*Nominee for re-election as a Class I Director at the Annual Meeting.

**Chairman of the Board

Our Board strives to maintain an independent, balanced and diverse set of Directors that collectively possess the expertise to ensure effective oversight of management. Six of our seven Directors are independent, two of our Directors are women and one of our Directors is African American.

SPIN-OFF AND COMPANY OVERVIEW

The Company was originally formed as a wholly owned subsidiary of SITE Centers Corp. (“SITE Centers”). In connection with the spin-off (“Spin-Off”) transaction, SITE Centers contributed a portfolio of 79 convenience retail properties to Curbline, as well as transferred to Curbline certain other assets, liabilities and obligations, and effected a pro rata special distribution of shares of common stock of Curbline (“common stock”) to SITE Centers common shareholders. On October 1, 2024 (the “Spin-Off Date”) the Spin-Off was completed, and the Company began operating as the first publicly traded real estate company exclusively focused on the convenience property sector. Curbline expects to elect to be taxed as a real estate investment trust (“REIT”) commencing with its initial taxable year ending on December 31, 2024.

2024 PERFORMANCE HIGHLIGHTS

From the completion of the Spin-Off through December 31, 2024, the Company acquired 20 convenience shopping centers for $206.1 million. Over the course of 2024, Curbline signed new leases and renewals for approximately 0.3 million square feet of gross leasable area (“GLA”), which included 0.1 million square feet of new leasing volume.

Additionally, the Company closed on a $500 million credit facility, which includes a revolving credit facility in the amount of $400.0 million and a delayed draw term loan facility in the amount of $100.0 million. The Company also entered into a forward interest rate swap agreement to fix the variable-rate component of the $100.0 million delayed draw term loan facility, fixing the all-in rate of the facility at 5.078% based on the loan’s current applicable spread.

 

2 Curbline Properties Corp. | 2025 Proxy Statement

 PROXY STATEMENT SUMMARY 

 

As of December 31, 2024, the Curbline portfolio consisted of approximately 3.1 million square feet of GLA of convenience retail real estate and was 95.5% leased and 93.9% occupied with annualized base rent per occupied square foot of $35.62. All of Curbline’s properties are located in the United States and are geographically diversified, principally across the Southeast, Mid-Atlantic, Southwest and Mountain regions, along with Texas.

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 stockholders when evaluating our governance, policies and structure.

 

Director Elections		Majority voting for Directors in uncontested elections   Beginning at the 2027 annual meeting, the annual election of all Directors
Board Practices		Separate independent Chairman of the Board and Chief Executive Officer (“CEO”)   Significant Board oversight of business strategy   Regular executive sessions of independent Directors   Annual executive officer succession planning discussions planned   Anti-overboarding policy limiting service on other public company boards   Oversight of enterprise risk management function
Stockholder Rights		Proxy access (3% ownership, 3 years, greater of 2 nominees or 20% of Board)   Ability to amend our Charter by majority vote   Ability to amend our Bylaws by majority vote   Ability to call special meetings (majority voting power)   Ability to act by unanimous written consent
Other Policies		Prohibition on pledging, hedging and other derivative transactions in Company securities by Directors and officers   Stock ownership requirements for Directors and executive officers

 

Curbline Properties Corp. | 2025 Proxy Statement 3

 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 achieving financial and non-financial measures of performance that enhance long-term stockholder and stakeholder value. The following are key features of our executive compensation programs.

 

 

Pay Aligned With Performance

Our executive compensation is aligned with Company performance. Approximately 65% of the targeted level of annualized compensation for our CEO granted on and after the Spin-Off is variable and “at risk” based on performance. Further, and as described in more detail in the Executive Compensation Tables and Disclosure Section, only $50,000 of our CEO’s base salary is fixed and the remainder of his non-performance based compensation is structured as a salary equity award and annual time-based equity grants with their value tied to the Company’s share price and the CEO’s continued service with the Company.

 

 

 

4 Curbline Properties Corp. | 2025 Proxy Statement

 PROXY STATEMENT SUMMARY 

 

IMPLICATIONS OF BEING AN “EMERGING GROWTH COMPANY”

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and may remain an emerging growth company until December 31, 2029 or until such earlier time as we have more than $1.235 billion in annual revenue, we become a “large accelerated filer” under SEC rules, or we issue more than $1 billion of non-convertible debt over a three-year period. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” For so long as we remain an emerging growth company, we are permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include reduced disclosure obligations regarding executive compensation. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We may take advantage of some or all of these exemptions until such time as we are no longer an emerging growth company. We have taken advantage of certain reduced reporting obligations in this proxy statement. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

 

Curbline Properties Corp. | 2025 Proxy Statement 5

Proposal One: Election of

Two Class  I Directors

PROPOSAL SUMMARY AND BOARD RECOMMENDATION

At the Annual Meeting, unless you specify otherwise, the share of common stock represented by your proxy will be voted to elect the two Class I 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 Sustainability Committee.

Our Charter initially divides the Curbline Board into three classes, designated Class I, Class II and Class III. The three director classes are as follows:

 

•

Class I, consisting of Linda B. Abraham and David R. Lukes, each of whose term will expire at the 2025 Annual Meeting.

 

•

Class II, consisting of Jane E. DeFlorio and Barry A. Sholem, each of whose term will expire at the 2026 annual meeting.

 

•

Class III, consisting of Terrance R. Ahern, Victor B. MacFarlane and Alexander Otto, each of whose term will expire at the 2027 annual meeting.

Our Charter contains a sunsetting provision for the classified nature of our Board such that our Board will be fully declassified at the 2027 annual meeting. At the annual meeting of stockholders held in 2025, the successors to the Class I directors whose terms expire at that meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in 2027. At the annual meeting of stockholders held in 2026, the successors to the Class II directors whose terms expire at that meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in 2027. At each annual meeting of stockholders held thereafter, the successors to the directors whose terms expire will be elected to hold office for a term expiring at the annual meeting of stockholders held in the year following the year of their election.

 

 

BOARD RECOMMENDATION:

“FOR” ALL CLASS I DIRECTOR NOMINEES

 

 

 

6 Curbline Properties Corp. | 2025 Proxy Statement

DIRECTOR NOMINEES WHOSE TERMS EXPIRE

AT THE ANNUAL MEETING

Our Board has nominated and recommends that stockholders vote “FOR” the election of each of the following Director nominees, each to serve until the 2027 annual meeting of stockholders and until a successor has been duly elected and qualified. Each nominee is currently serving as a Director and was originally identified and recommended to serve as a director in connection with their service on the board of directors of SITE Centers.

 

LINDA B. ABRAHAM   Managing Director of Crimson Capital (early-stage technology company investing and consulting)   Background: Ms. Abraham has served on our Board since September 2024. Since 2014, Ms. Abraham has served as managing director of Crimson Capital, which invests in and advises a broad range of early-stage technology companies spanning data/analytics, cybersecurity, machine learning, e-commerce, educational technology, clean energy and healthcare. From 1999 to 2013, Ms. Abraham co-founded and served as executive vice president of comScore, a leader in digital measurement and analytics which went public in 2007. Ms. Abraham served as an independent director of SITE Centers from 2018 until 2024. Ms. Abraham also served as an independent director and chair of the compensation committee of Carlotz, Inc., an online consignment company for used vehicles, from 2021 until 2022. Additionally, she serves on the boards of the School of Data Science at the University of Virginia and Tiger 21, a member-based organization focused on investment management and education. Ms. Abraham holds a degree in Quantitative Business Analysis from Penn State University.   Qualifications: Ms. Abraham’s qualifications to serve on the Board include extensive experience as a technology entrepreneur and as an expert in consumer analytics, a field that is critical to the Company’s efforts to understand shopping patterns and merchandise mix.		Director since: 2024   Age: 62   Independent: Yes   Committees:   Audit,   Nominating and Sustainability
DAVID R. LUKES   President and Chief Executive Officer, Curbline and SITE Centers   Background: Mr. Lukes has served as the President and Chief Executive Officer of Curbline since November 2023 and as a member of our Board since July 2024. He has served as the president and chief executive officer of SITE Centers and has been a member of the SITE Centers board of directors since March 2017. Mr. Lukes previously served as chief executive officer of Equity One, Inc. (“Equity One”), an owner, developer, and operator of shopping centers, as well as a member of Equity One’s board of directors, from 2014 until 2017. Prior to joining Equity One, Mr. Lukes served as president and chief executive officer of Sears Holding Corporation affiliate Seritage Realty Trust, a real estate company, from 2012 through 2014. In addition, Mr. Lukes served as the president and chief executive officer of Olshan Properties (formerly Mall Properties, Inc.), a privately owned real estate firm that specializes in the development, acquisition and management of commercial real estate, from 2010 to 2012. From 2002 to 2010, Mr. Lukes served in various senior management positions at Kimco Realty Corporation, including serving as its chief operating officer from 2008 to 2010. Mr. Lukes has also served as president, chief executive officer and director of Retail Value Inc. (“RVI”), which previously owned and operated shopping centers located in the continental U.S., since April 2018 and as a director of Citycon Oyj, an owner and operator of shopping centers located in the Nordic region, the shares of which are traded on the Nasdaq Helsinki stock exchange, since 2017. Mr. Lukes holds a Bachelor of Environmental Design from Miami University, a Master of Architecture from the University of Pennsylvania and a Master of Science in Real Estate Development from Columbia University. Mr. Lukes also serves as a member of the Advisory Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”).   Qualifications: Mr. Lukes’ qualifications to serve on the Board include his position as a member of the Company’s senior management, his position as a member of SITE Center’s senior management, his prior experiences as chief executive and director of other shopping center owners and operators, his familiarity with the retail REIT industry and his extensive expertise and experience in retail real estate development and operations.		Director since: 2024   Age: 55   Independent: No

 

Curbline Properties Corp. | 2025 Proxy Statement 7

CONTINUING DIRECTORS WHOSE TERMS EXPIRE

AT THE 2026 AND 2027 ANNUAL MEETINGS

 

TERRANCE R. AHERN   Chairman of the Board, Curbline   Background: Mr. Ahern has served on our Board since September 2024. Mr. Ahern served as co-founder, principal and chief executive officer of The Townsend Group, an institutional real estate advisory and investment management firm formed in 1986, until his retirement in May 2022 and served as chairman emeritus until 2024. The Townsend Group serves as adviser to, or invests on behalf of, domestic and offshore public and private pension plans, endowments and foundations, and sovereign wealth funds. Mr. Ahern served as an independent director of SITE Centers from 2000 until 2024 and as chairman of the board of directors of SITE Centers from 2011 until 2024. Mr. Ahern has also served as an independent director of KKR Real Estate Finance Trust (NYSE: KREF) since 2017. Mr. Ahern previously served as an independent director on the board of directors of Berkshire Realty, Inc. (NYSE: BRI) from 1997 until the company was taken private in 1999. Mr. Ahern is a past member of the Young Presidents Organization, the Pension Real Estate Association (“PREA”), NAREIT, and the National Council of Real Estate Investment Fiduciaries. He is a former member of the board of directors of PREA and the board of editors of Institutional Real Estate Securities. Mr. Ahern has been a frequent speaker at industry conferences, including PREA, NAREIT and the National Association of Real Estate Investment Managers.   Qualifications: Mr. Ahern has over 35 years of real estate industry and institutional real estate consulting experience. This experience includes founding and managing a leading institutional real estate advisory and investment firm whose core skill is analyzing real estate firms and investment opportunities. This role and experience have provided Mr. Ahern with unique insight into the structure and operations of both public and private real estate companies, and into the real estate environment and capital markets in which we operate. Through his experience, Mr. Ahern has gained an understanding and knowledge of the opportunities, challenges and risks that face real estate companies, as well as the functions of a board of directors.		Director since: 2024   Age: 69   Independent: Yes   Committees:   Compensation (Chair),   Audit
JANE E. DEFLORIO   Managing Director (Retired), Deutsche Bank AG Retail/Consumer Sector Investment Banking Coverage (global banking and financial services company)   Background: Ms. DeFlorio has served on our Board since September 2024. Ms. DeFlorio was managing director, Deutsche Bank AG Retail/Consumer Sector Investment Banking Coverage, a division of a global banking and financial services company, from 2007 to 2013. While at Deutsche Bank, Ms. DeFlorio covered a range of mid- to large-cap retail clients. Ms. DeFlorio has served as an independent director and chair of the audit committee of Vivid Seats Inc. (NASDAQ: SEAT) since 2021, where she also serves on the nominating and corporate governance and compensation committees. She also served as an independent director and chair of the audit committee of SITE Centers from 2017 until 2024 and as an independent director of Perry Ellis International, Inc. from 2014 to 2018. Ms. DeFlorio is also a member of the board of trustees and chairman of the audit and risk committee at The New School University in New York City. She serves on the boards of directors for The Parsons School of Design and the Museum at Fashion Institute of Technology. She also serves on the advisory council for the School of Engineering at the University of Notre Dame. Ms. DeFlorio is a graduate of the University of Notre Dame and Harvard Business School.   Qualifications: With over 15 years of experience in investment banking, primarily focusing on the retail sector, as well as her service on other public company boards, Ms. DeFlorio is uniquely qualified to advise our Board in connection with capital structure, capital allocation, strategic direction, risk management, financial matters, shareholder value creation and strategic opportunities.		Director since: 2024   Age: 54   Independent: yes   Committees:   Audit (Chair),   Compensation

 

8 Curbline Properties Corp. | 2025 Proxy Statement

VICTOR B. MACFARLANE   Chairman and Chief Executive Officer, MacFarlane Partners (real estate investments)   Background: Mr. MacFarlane has served on our Board since September 2024. Mr. MacFarlane is chairman and chief executive officer of MacFarlane Partners, which he founded in 1987 to provide real estate investment management services to institutional investors and has more than 45 years of real estate investment experience. Mr. MacFarlane has served as an independent director of Veris Residential, Inc. (NYSE: VRE) since 2021 and currently serves on its audit committee and compensation committee. Mr. MacFarlane also served as an independent director of SITE Centers from 2002 until 2024. Mr. MacFarlane is a co-founder and emeritus board member of the Real Estate Executive Council, a member and former trustee of the Urban Land Institute and a member and former director of PREA.   Qualifications: Mr. MacFarlane brings to our Board three decades of experience as a chief executive officer of a real estate investment and advisory firm and over 45 years of experience in the areas of real estate investment, corporate finance, portfolio management and risk management. His extensive managerial experience as well as his knowledge of the real estate and private capital industries provide our Board with an expansive view on issues impacting the Company and our corporate strategy.		Director since: 2024   Age: 73   Independent: Yes   Committees:   Nominating and Sustainability (Chair)
ALEXANDER OTTO   Chief Executive Officer, ECE Group GmbH & Co. KG (commercial real estate company, Hamburg, Germany)   Background: Mr. Otto has served on our Board since September 2024. Mr. Otto has served as the chief executive officer of ECE Group GmbH & Co. KG, a commercial real estate company based in Hamburg, Germany that manages assets in Europe, since 2000. Mr. Otto is a graduate of St. Clare’s, Oxford, Harvard College and Harvard Business School. Mr. Otto served on the SITE Centers board of directors from 2015 until 2024. Mr. Otto is a member of the board of directors, or equivalent governing body, of privately held company Otto Group. Mr. Otto served as a director of publicly traded company Deutsche EuroShop AG, which owns and operates retail real estate assets in Europe, from 2002 until 2022 and of Sonae Sierra Brasil S.A., which owns and operates retail real estate assets in Brazil, from 2014 until 2019. Additionally, Mr. Otto is the chairman of Lebendige Stadt (Vibrant City) Foundation, HSV Campus gemeinnützige GmbH and the Alexander Otto Sportstiftung Foundation, is a member of the board of the Harvard Global Advisory Council and, together with his wife, established the Dorit and Alexander Otto Foundation.   Qualifications: Mr. Otto has more than 25 years of experience in the shopping center business. This experience includes serving as a real estate analyst with a focus on financial analysis and appraisals of shopping centers, as well as a development manager and leasing executive for large shopping centers. These qualifications and his experience as the CEO of a leading private European shopping center company enable Mr. Otto to provide particular insights to the Board regarding the Company’s corporate strategy, the continual optimization of the Company´s operations, transactional activity and general management.		Director since: 2024   Age: 57   Independent: Yes

 

Curbline Properties Corp. | 2025 Proxy Statement 9

BARRY A. SHOLEM   Chairman and Senior Advisor of BDT & MSD Partners Real Estate Group (real estate investments)   Background: Barry A. Sholem has served on our Board since September 2024. Mr. Sholem is chairman and senior advisor of BDT & MSD Partners Real Estate Group. He served as head of real estate since its inception when he founded the group and joined MSD Capital as a partner in 2004. Prior to joining BDT & MSD Partners, Mr. Sholem served from 1994 to 2004 as founder and chairman of DLJ Real Estate Capital Partners (DLJRECP), a series of multi-billion-dollar real estate private equity funds with investments across the United States, Europe and Japan. Prior to that, Mr. Sholem worked at Goldman Sachs in New York, London, Tokyo and Los Angeles and ultimately led the Real Estate Principal Investment Area and Real Estate Investment Banking on the West Coast. Mr. Sholem also sat on the boards of several public companies including SITE Centers, from 1998 to 2018 and from 2022 until 2024, RVI, from 2018 until 2022, and, since 2023, has served on the board of directors of Hudson Pacific Properties, Inc. (NYSE: HPP). He is a past trustee of Brentwood School in Los Angeles and is currently a member of the Urban Land Institute, the Real Estate Roundtable, the UC Berkeley Real Estate Advisory Board and the Brown University Presidents Leadership Council. Mr. Sholem received an M.B.A. from Northwestern University’s J.L. Kellogg Graduate School of Management and a B.A. in Economics and Political Science from Brown University.   Qualifications: Mr. Sholem’s qualifications to serve on the Board include years of experience leading the real estate groups of investment firms. In addition, he brings a broad understanding of the social and political issues facing the Company through his involvement with ULI and ICSC.		Director since: 2024   Age: 69   Independent: Yes   Committees:   Compensation,   Nominating and Sustainability

INDEPENDENT DIRECTORS

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

DIRECTOR QUALIFICATIONS AND REVIEW OF DIRECTOR NOMINEES

The Nominating and Sustainability Committee will periodically review the composition of our Board as a whole and recommend, if necessary, actions to be taken so that our Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for our Board as a whole and contains at least the minimum number of independent Directors required by applicable laws and regulations and our Corporate Governance Guidelines. The Nominating and Sustainability 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 Sustainability Committee will consider factors that are in the best interests of the Company and its stockholders, including the knowledge, experience, integrity, skills and expertise 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

 

10 Curbline Properties Corp. | 2025 Proxy Statement

any core competencies or real estate expertise necessary to staff Board committees. In addition, the Nominating and Sustainability 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 Sustainability Committee will consider suggestions forwarded by stockholders to our Secretary concerning qualified candidates for election as Directors. To recommend a prospective candidate for the Nominating and Sustainability Committee’s consideration and potential recommendation to the Board for nomination for Director, a stockholder may submit the candidate’s name and qualifications to our Secretary at the following address: 320 Park Avenue, New York, New York 10022. The Nominating and Sustainability 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 Sustainability Committee will consider those guidelines described above. The Nominating and Sustainability Committee will consider a pool of potential Board candidates established from recommendations from stockholders and third parties, including management and current Directors. The Nominating and Sustainability Committee may, in its discretion, retain a search consultant to supplement the pool of potential Board candidates considered for nomination.

Our Bylaws set forth the requirements with respect to the nomination of candidates for Director by stockholders.

PROXY ACCESS

Our Bylaws provide proxy access pursuant to which a stockholder or group of up to 20 stockholders satisfying specified eligibility requirements may include director nominees in our proxy materials for annual meetings. To be eligible to use proxy access, such stockholders must, among other requirements:

 

•

have owned shares of our common stock equal to at least 3% of the aggregate of our issued and outstanding shares continuously for at least three years;

 

•

represent that such shares were acquired in the ordinary course of business and not with the intent to change or influence control and that such stockholders do not presently have such intent; and

 

•

provide a notice requesting the inclusion of director nominees in our proxy materials and provide other required information to us not more than 150, or less than 120, days prior to the anniversary of the date that we issued our proxy statement for the prior year’s annual meeting of stockholders (unless the date for the upcoming annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary date of the prior year’s annual meeting in which case the notice must be received not later than the close of business on the later of the 150th calendar day prior to such annual meeting and the tenth calendar day following the day on which public announcement of the date of the annual meeting is first made).

The maximum number of director nominees that may be submitted pursuant to these provisions will be the greater of (i) 20% of the directors up for election and (ii) two.

MAJORITY VOTE STANDARD

Consistent with best corporate governance practices, the Bylaws provide for a majority vote standard in uncontested elections and a plurality vote standard in contested elections of Directors. An election of Directors is contested when the number of nominees for election as a Director exceeds the number of Directors to be elected. Under a majority vote standard, each vote is specifically counted “For” or “Against” the Director nominee’s election and an affirmative majority of the total number of votes cast “For” or “Against” a Director nominee will be required for election. Stockholders are entitled to abstain with respect to the election of a Director nominee. With respect to the election of Directors, broker non-votes and abstentions will not be considered votes cast at the Annual Meeting and will be excluded in determining the number of votes cast at the Annual Meeting.

 

Curbline Properties Corp. | 2025 Proxy Statement 11

Board Governance

BOARD LEADERSHIP

Our Corporate Governance Guidelines provide that our Board will determine the leadership structure of the Board as appropriate to the Company’s circumstances from time to time, in its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interest of the Company. Our Board has determined that having a non-management, independent director serve as Chairman of the Board is the appropriate leadership structure for the Company at this time. Currently, Mr. Ahern serves Chairman of the Board and Mr. Lukes serves as CEO.

The Chairman of the Board has the following responsibilities, among others as may be determined by our Board:

 

•

Ensure that our Board fulfills its oversight and governance responsibilities;

 

•

Consult and advise on any operational matters as requested by our CEO;

 

•

Coordinate the Board’s self-assessment and evaluation process;

 

•

Serve as liaison between the Company’s management and the non-management Directors;

 

•

Coordinate the Board’s annual review of, and input to, the Company’s strategic plan;

 

•

Assist the Nominating and Sustainability Committee on corporate governance matters, such as the nomination of Board members, committee membership and rotation, and management succession planning;

 

•

Preside over meetings of our stockholders; and

 

•

Provide leadership to our Board and set the agenda for, and preside over, Board meetings and executive sessions of the independent and non-management Directors.

Our Board believes that having an independent Chairman of the Board, separate from our CEO, effectively distributes oversight and leadership between the independent directors and management and allows our CEO to focus primarily on the day-to-day leadership of the Company and the execution of the Company’s strategy, while our Chairman of the Board leads our Board’s oversight of management, risks and corporate governance matters. By serving as a director, our CEO also is able to provide valuable insights on the Company’s operations and management’s perspective to the Board. This leadership 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.

Our Board believes that it is important to retain flexibility with respect to its leadership structure in order to best fulfill the needs and opportunities of the Company at that time. If the positions of Chairman and CEO were held by the same individual, or if the Chairman was otherwise not independent, the independent members of the Board may designate an independent director to serve as the lead independent director.

MEETINGS OF OUR BOARD

During the period from the Spin-Off Date through December 31, 2024, our Board held one meeting. 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. Our Board conducts and reviews its operations through a self-assessment process on an annual basis.

 

12 Curbline Properties Corp. | 2025 Proxy Statement

MEETINGS OF NON-MANAGEMENT AND INDEPENDENT DIRECTORS

The non-management Directors meet in executive session at least quarterly. 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 2024, our Board had the committees described below. Our Board has approved the written charters of the Audit Committee, the Compensation Committee and the Nominating and Sustainability Committee, which, along with our Corporate Governance Guidelines, are posted on our website at www.curbline.com, under “Governance” in the “About” section. Each of the Audit Committee, Compensation Committee and Nominating and Sustainability Committee will conduct a self-evaluation and review of its charter annually and report the results of these evaluations and reviews to our Board. The information contained on or accessible through our website is not incorporated by reference into this Proxy Statement, and you should not consider such information to be part of this Proxy Statement.

Audit Committee

Responsibilities: The Audit Committee assists our Board in overseeing: the integrity of our financial statements; our compliance with legal and regulatory requirements; our independent registered public accounting firm’s qualifications and independence; the performance of our internal audit function and our independent registered public accounting firm; and the assessment and management of enterprise risk, including risks related to cybersecurity, data privacy and information technology. The Audit Committee also prepares the Audit Committee Report included in our annual proxy statement.   Independence: All of the members of the Audit Committee are independent as defined in the rules and regulations of the SEC and the NYSE listing standards, including with respect to service on the Audit Committee. Our Board has determined that each current member of the Audit Committee and each member that served on the Audit Committee in 2024 meets audit committee financial literacy requirements and that Ms. DeFlorio, the Chair of the Audit Committee, and Mr. Ahern are “audit committee financial experts” within the meaning of Item 407 of Regulation S-K under the federal securities laws.   Meetings: During the period from the Spin-Off Date through December 31, 2024, the Audit Committee held one meeting.		Members:   •  Ms. DeFlorio  (Chair)   •  Mr. Ahern   •  Ms. Abraham

 

Curbline Properties Corp. | 2025 Proxy Statement 13

Compensation Committee

Responsibilities: The Compensation Committee: reviews and approves compensation for our executive officers; reviews and recommends to our Board compensation for Directors; oversees the Company’s equity compensation and executive benefit plans; reviews and discusses with management the Compensation Discussion and Analysis to the extent required by SEC rules and, based on such review and discussion, determines whether to recommend its inclusion in the Company’s annual report on Form 10-K and annual proxy statement, and produces the annual report on executive compensation for inclusion in the annual proxy statement (which are not included in this Proxy Statement due to the Company’s status as an emerging growth company). The Compensation Committee may engage a compensation consultant to assist in the design of the executive compensation program and the review of its effectiveness. The CEO makes recommendations to the Compensation Committee regarding compensation for executive officers other than himself for approval by the Compensation Committee, and the Compensation Committee delegates to senior management the authority to administer certain aspects of the compensation program for non-executive officers, including certain equity award grant authority subject to the requirements of applicable law and the terms of our equity plan.   Independence: All of the members of the Compensation Committee are independent as defined in the rules and regulations of the SEC and the NYSE listing standards, including with respect to service on the Compensation Committee.   Meetings: During the period from the Spin-Off Date through December 31, 2024, the Compensation Committee did not hold any meetings.		Members:   •  Mr. Ahern  (Chair)   •  Ms. DeFlorio   •  Mr. Sholem

Nominating and Sustainability Committee

Responsibilities: The Nominating and Sustainability Committee: identifies individuals qualified to become members of our Board and recommends to our Board the persons to be nominated as Directors at each annual meeting of stockholders; recommends to our Board qualified individuals to fill vacancies on our Board; reviews and recommends to our Board qualifications for committee membership and committee structure and operations; recommends Directors to serve on each committee; develops and recommends to our Board corporate governance policies and procedures in compliance with the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and other rules and regulations relating to our corporate governance; oversees sustainability matters; reviews and makes recommendations regarding any waivers under our Code of Business Conduct and Ethics with respect to officers and Directors; and leads our Board in its annual review of the performance of our Board.   Independence: All of the members of the Nominating and Sustainability Committee are independent as defined in the NYSE listing standards.   Meetings: During the period from the Spin-Off Date through December 31, 2024, the Nominating and Sustainability Committee did not hold any meetings.		Members:   •  Mr. MacFarlane (Chair)   •  Ms. Abraham   •  Mr. Sholem

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, cybersecurity and legal and regulatory compliance. Our Audit Committee regularly reports to the Board with respect to its oversight of these areas.

 

14 Curbline Properties Corp. | 2025 Proxy Statement

COMPENSATION OF DIRECTORS

Director Compensation Program

During 2024, our non-employee Directors were compensated in the form of an annual cash retainer and an upfront restricted stock grant equal in value to $300,000. The restricted stock grant vests ratably over three years, subject to continued service on the Board. Our Director compensation program is intended to align the interests of our Directors and our stockholders.

 

Component		Amount		Vesting/Payable
Fixed-Dollar Upfront Grant		Equal in value to $300,000		Ratably over 3 years
Annual Cash Retainer		$75,000		Quarterly in cash

Additionally, for meetings in excess of eight per year, non-employee Directors will be paid a meeting fee of $2,000 per meeting and the non-employee Chairman of the Board will be paid $3,000 per meeting. 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 cash. 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.

 

		ADDITIONAL ANNUAL FEE
Committee		Chair ($)					Other Member ($)
Audit Committee				25,000					12,500
Compensation Committee				20,000					10,000
Nominating and Sustainability Committee				15,000					7,500

Additionally, for meetings each year in excess of six for Audit, four for Compensation and four for Nominating and Sustainability, the chair of each such committee will be paid a meeting fee in cash equal to $3,000 for each such additional committee meeting attended, while each non-chair member of such committees will be paid a meeting fee in cash equal to $2,000 for each such additional committee meeting attended.

2024 Director Compensation

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

 

Director Name		Fees Earned or Paid in Cash ($)					Stock Awards ($)(1)					Total ($)
Terrance R. Ahern				51,875					302,077					353,952
Linda B. Abraham				23,750					302,077					325,827
Jane E. DeFlorio				27,500					302,077					329,577
Victor B. MacFarlane				22,500					302,077					324,577
Alexander Otto				18,750					302,077					320,827
Barry A. Sholem				23,125					302,077					325,202

 

(1)

The amounts reported in this column reflect the aggregate grant date fair value, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), for stock awards granted to each of the non-employee Directors in 2024, based upon the closing price of our common stock on the date of grant. The grant date fair value of the stock awards made to each Director in 2024 was $23.33 on October 15, 2024 (12,948 shares). The shares granted are restricted and will vest in thirds on the first three anniversaries of the grant date. Dividends declared with respect to the shares will be paid at the same time such dividends are paid to other holders of the Company’s common stock.

 

Curbline Properties Corp. | 2025 Proxy Statement 15

DIRECTOR STOCK OWNERSHIP GUIDELINES

Each non-employee Director must own shares of common stock or common stock equivalents with an aggregate market value of no less than five times the cash portion of the annual retainer paid to a Director (in other words, $375,000 worth of shares). This ownership requirement generally must be met no later than the fifth anniversary of the date restricted stock or common stock 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 stockholders. To this end, and unless otherwise approved by the Nominating and Sustainability Committee, each non-employee Director is required to retain at least 50% of the common stock and common stock equivalents received by the Director as compensation until such time as the minimum stock ownership requirement has been satisfied.

INSIDER TRADING POLICY

The Company has adopted a policy on Insider Trading (the “Insider Trading Policy”) governing the purchase, sale or other disposition of the Company’s securities by Curbline directors, officers, employees and certain of their related persons, and the Company, in order to promote compliance with insider trading laws, rules and regulations. In general, the Insider Trading Policy prohibits trading in Company securities, or in the securities of any other publicly held company, including Site Centers, by the Company’s directors, officers, employees and certain of their related persons at any time when they are in possession of material nonpublic information regarding the issuer of such securities. To help prevent violations of insider trading rules, the Insider Trading Policy requires all directors and officers at or above the level of senior vice president or an equivalent position to pre-clear all transactions in Company securities (and the adoption, amendment or termination of any 10b5-1 trading plan) with the Company’s general counsel. The Insider Trading Policy also imposes quarterly trading blackout periods which commence at the end of each fiscal quarter or year and expire at the close of business on the first business day following the release of financial results for such period.

HEDGING AND PLEDGING POLICY

Our Board has adopted a policy prohibiting our Directors and employees who are officers at or above the level of Vice President (or an equivalent position) from (1) holding Company stock in a margin account, (2) pledging Company stock as collateral for a loan or (3) using Company stock in hedging transactions, such as zero-cost collars, forward sale contracts, equity swaps and similar arrangements because the Board determined that such a policy is in the best interests of the Company and our stockholders. Currently, all Directors, executive officers and, to our knowledge, other covered employees are in compliance with the applicable requirements of the Company’s policy.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee during 2024 were Terrance R. Ahern, Jane E. DeFlorio and Barry A. Sholem. 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 Messrs. Ahern or Sholem or Ms. DeFlorio 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.

 

16 Curbline Properties Corp. | 2025 Proxy Statement

Executive Compensation Tables and Related Disclosure

EXECUTIVE COMPENSATION

As an emerging growth company under the JOBS Act, Curbline is complying in this proxy statement with the SEC’s reduced executive compensation disclosure requirements applicable to “smaller reporting companies.” These reduced requirements involve disclosure for our principal executive officer and the two most highly compensated executive officers (other than the principal executive officer) serving as executive officers of Curbline at the end of 2024. Those three officers are considered the named executive officers, or NEOs, for Curbline for 2024. The information in this section describes the material components of the executive compensation program for the NEOs, who are:

David R. Lukes—President and Chief Executive Officer;

Conor M. Fennerty—Executive Vice President, Chief Financial Officer and Treasurer; and

John M. Cattonar—Executive Vice President and Chief Investment Officer.

As discussed above, prior to the Spin-Off, we were a part of SITE Centers and not an independent company, and the Curbline Compensation Committee had not yet been formed. Prior to the Spin-Off, each of our NEOs participated in SITE Centers’ executive compensation programs. Our discussion covers compensation granted, earned or paid prior to the Spin-Off, and all executive compensation decisions for our NEOs prior to Spin-Off were made or overseen by the SITE Centers Compensation Committee, or the SITE Centers Committee, as further described below.

Prior to the Spin-Off, SITE Centers was party to employment agreements with each of our NEOs. To support a successful management transition in the Spin-Off, effective as of September 1, 2024, each of these employment agreements was amended, restated and assigned to Curbline (each an “Employment Agreement” and collectively, the “Employment Agreements”). The Employment Agreements set out the material terms of each NEO’s compensation, including base salary, annual incentive opportunities and long-term incentive opportunities, as further described below. For Mr. Lukes, his Employment Agreement expires on October 1, 2027, the third anniversary of the Spin-Off. For each of Messrs. Fennerty and Cattonar, his Employment Agreement expires on September 30, 2026.

 

Curbline Properties Corp. | 2025 Proxy Statement 17

SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation paid to or earned by our NEOs for the years ended December 31, 2024 and December 31, 2023. Amounts for 2023 reflect compensation paid to our NEOs by SITE Centers prior to the Spin-Off. Amounts for 2024 reflect compensation paid to our NEOs by SITE Centers through the Spin-Off Date, and by us after the Spin-Off Date.

 

(a)		(b)					(c)					(d)					(e)					(f)					(g)					(h)
Name And Principal Position		Year					Salary ($)(1)					Bonus ($)(2)					Stock Awards ($)(3)(4)					Non-Equity Incentive Plan Compensation ($)					All Other Compensation ($)(5)					Total ($)
David R. Lukes Chief Executive Officer and President				2024
				CURB					12,500					500,000					17,826,831					—					333					18,339,664
				SITE					675,000					1,687,500					5,527,064					—					44,737					7,934,301
				2023					900,000					—					3,550,043					2,250,000					40,607					6,740,650
Conor M. Fennerty Executive Vice President, Chief Financial Officer and Treasurer				2024
				CURB					150,000					225,000					957,634					—					2,374					1,335,008
				SITE					450,000					675,000					1,529,418					—					17,723					2,672,141
				2023					575,000					—					1,902,419					900,000					18,930					3,396,349
John M. Cattonar Executive Vice President and Chief Investment Officer				2024
				CURB					125,000					187,500					957,634					—					2,499					1,272,633
				SITE					375,000					562,500					1,232,791					—					12,016					2,182,307
				2023					475,000					—					1,458,668					750,000					12,399					2,696,067

 

(1)	The amounts reported in columns (c) and (d) for 2024 include amounts deferred into the Curbline 401(k) plan (a qualified plan) by Messrs. Lukes, Fennerty and Cattonar for the year ended December 31, 2024 as follows: Mr. Lukes, $30,500; Mr. Fennerty, $23,000; Mr. Cattonar, $23,000.

 

(2)

The amounts reported in column (d) for 2024 reflect cash amounts earned by Messrs. Lukes, Fennerty and Cattonar as annual cash performance-based incentive compensation for 2024, for which the portion paid prior to the Spin-Off was paid by SITE Centers and the portion paid after the Spin-Off was paid by Curbline.

 

(3)

The amounts reported in column (e) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of all equity awards granted during the reported years. Assumptions used in the calculation of these amounts for 2024 (i) for grants made by Curbline are included in footnote 9 to the financial statements included in the Curbline Annual Report on Form 10-K for the year ended December 31, 2024 and (ii) for grants made by SITE Centers are included in footnote 14 to the financial statements included in the SITE Centers Annual Report on Form 10-K for the year ended December 31, 2024.

 

The amounts reported in column (e) for 2024 for Curbline include:

 

•

for Mr. Lukes, $2,718,692, relating to the grant date fair value of an award of service-based limited partnership units (“LTIP units”) in Curbline Properties LP (the “Operating Partnership”) issued in accordance with his Employment Agreement, reflecting the equivalent of additional annual salary of $750,000 per year over the three-year term of the Employment Agreement, plus a 20% premium due to the form of payment being made in a form of equity rather than cash (the “Salary Equity Award”). The Salary Equity Award will generally vest over four years on each anniversary of the grant date. The grant value was equal to the market value of an equivalent number of shares of the Company’s common stock at the date of grant.

 

•

for each of Messrs. Lukes, Fennerty and Cattonar, $15,108,139, $957,634 and $957,634, respectively, relating to the grant date fair value of LTIP units or restricted stock granted by Curbline in October 2024 in accordance with the Employment Agreements. The grant date fair value associated with the LTIP unit and restricted stock awards was computed in accordance with FASB ASC Topic 718 and is based on the probable outcome of the performance conditions, although the ultimate value of the awards could be as low as zero. Assuming achievement of maximum performance, the value as of the grant date of these LTIP unit and restricted stock awards made to Messrs. Lukes, Fennerty and Cattonar would be $24,177,100, $1,311,114 and $1,311,114, respectively.

 

The amounts reported in column (e) for 2024 for SITE Centers include:

 

•

for each of Messrs. Lukes, Fennerty and Cattonar, $1,000,025, $250,055 and $150,022, respectively, relating to the grant date fair value of annual service-based restricted stock units (“RSUs”) granted by SITE Centers in February 2024 in accordance with their prior employment agreements.

 

•

for each of Messrs. Lukes, Fennerty and Cattonar, $1,999,995, $600,004 and $600,004, respectively, relating to the grant date fair value of performance-based RSUs (“PRSUs”) granted by SITE Centers in March 2024 in accordance with their prior employment agreements. The grant date fair value associated with the PRSU awards was computed in accordance with FASB ASC Topic 718 and was based on the probable outcome of the performance conditions.

 

18 Curbline Properties Corp. | 2025 Proxy Statement

•

for each of Messrs. Lukes, Fennerty, Cattonar, $2,527,044, $679,359 and $482,765, respectively, relating to the incremental value of their modified PRSU awards in connection with the Spin-Off, although the ultimate value of the awards could have been as low as zero but each was converted into service-based RSUs as of the Spin-Off, as described further in the section titled Treatment of Outstanding SITE Centers Equity Incentive Awards in the Spin-Off.

 

(4)	The amounts shown in column (g) for the NEOs for 2024 include:

 

•

for Mr. Lukes, automobile service, reimbursement of personal disability/life insurance premiums of $25,000, matching contributions to the 401(k) plan and matching contribution to the medical HSA Plan;

 

•

for Mr. Fennerty, reimbursement of personal disability/life insurance premiums and matching contributions to the 401(k) plan; and

 

•

for Mr. Cattonar, matching contributions to the 401(k) plan and disability insurance premiums.

None of the amounts reported for the NEOs in column (g), if not a perquisite or personal benefit, exceeds $10,000 or, if a perquisite or personal benefit, exceeds the greater of $25,000 or 10% of the total amount of perquisites and personal benefits, except as disclosed in this footnote.

Prior to the Spin-Off, SITE Centers retained Gressle & McGinley, an independent compensation consultant, to provide executive compensation consulting services with respect to the base salary, annual bonus and equity-based award levels for our NEOs. Based on the expertise of Gressle & McGinley, SITE Centers determined the base salary, annual bonus and equity award levels and these determinations are set out in the Employment Agreements.

The compensation framework of the Company for its NEOs is designed to foster a performance-driven, pay-for-performance culture that is intended to align our NEO’s interests with those of our stockholders while also rewarding the NEOs for superior individual achievements that promote the long-term value of the Company. The key elements of 2024 compensation for each of our NEOs are summarized below.

2024 NEO COMPENSATION PROGRAM

2024 Base Salary Levels

Each NEO’s current base salary is set out in his respective Employment Agreement.

For the period prior to the Spin-Off, Mr. Lukes was paid a base salary at an annual rate of $900,000. For the period after the Spin-Off, pursuant to the Employment Agreement, Mr. Lukes receives a base salary at an annual rate of $50,000. In addition, on October 15, 2024, Mr. Lukes received an award of $2.7 million in service-based LTIP units, reflecting the equivalent of additional annual salary of $750,000 per year over the three-year term of the Employment Agreement, plus a 20% premium due to the form of payment being made in a form of equity rather than cash (the “Salary Equity Award”). The Salary Equity Award will generally vest over four years on each anniversary of the grant date.

In January 2023, the SITE Centers Committee increased both the base salary and target level of annual incentive pay for Mr. Fennerty from $450,000 to $600,000 and for Mr. Cattonar from $350,000 to $500,000, specifically in acknowledgement of their increased levels of experience and the competitive marketplace for similar executive talent. In evaluating these increases, the SITE Centers Committee considered an analysis prepared by Gressle & McGinley with respect to comparable positions at other REITs deemed similar to SITE Centers in property type, size or executive office location. No further adjustments were made to base salary levels for Messrs. Fennerty and Cattonar in connection with the execution of their September 15, 2023 employment agreements with SITE Centers or in connection with the execution of their Employment Agreements.

2024 Annual Incentive Compensation Design

The Employment Agreements provide each of our NEOs an annual incentive opportunity based on threshold, target and maximum incentive amounts based on the achievement of performance metrics established by the Compensation Committee of the Curbline Board of Directors.

 

•

Mr. Lukes’ threshold is $500,000; his target is $1,000,000 and his maximum is $2,000,000.

 

•

Mr. Fennerty’s threshold is 50% of base salary; his target is 100% of base salary and his maximum is 150% of base salary.

 

•

Mr. Cattonar’s threshold is 50% of base salary; his target is 100% of base salary and his maximum is 150% of base salary.

 

Curbline Properties Corp. | 2025 Proxy Statement 19

The annual cash incentive for 2024 was split between SITE Centers and Curbline and consisted of (1) a pro-rated payment from SITE Centers for the portion of 2024 occurring prior to the Spin-Off based on performance determined by the SITE Centers Compensation Committee in its sole discretion as of the Spin-Off Date, and (2) a payment from Curbline for the remaining portion of 2024 based on the performance of Curbline, as determined by the Compensation Committee in its sole discretion.

The Curbline Compensation Committee considered the following key accomplishments, among others, when determining to award each of Messrs. Luke, Fennerty and Cattonar the maximum amount payable pursuant to their Employment Agreements:

 

•

Successfully completed the Spin-Off from SITE Centers and listed the Company’s shares on the New York Stock Exchange.

 

•

Acquired 20 convenience shopping centers for a total of $206.1 million.

 

•

Engaged in extensive investor outreach and other investor relations activities with the investment community following the completion of the Spin-Off.

 

•

Entered into a $500 million credit facility, including a $400 million revolving credit facility and a $100 million delayed draw term loan.

 

•

Entered into a forward interest rate swap agreement to fix the variable-rate component of the $100.0 million delayed draw term loan, fixing the all-in rate of the term loan facility at 5.078% based on the loan’s current applicable spread.

Long-Term Incentive Plan Design

The Employment Agreements set out the long-term incentive design elements for our NEOs. For each of our NEOs, the long-term incentive opportunities are based on a mix of performance and service-based equity incentives comprised of either restricted stock or LTIP units granted under our 2024 Equity and Incentive Compensation Plan.

While the target award amounts and service-based vesting requirements for each of the long-term incentive awards are set out in the Employment Agreements, the Compensation Committee will establish applicable performance metrics for each performance-based award. A significant portion of each NEO’s total long-term incentive award will be tied to these metrics, reflecting our philosophy that pay be linked to the financial performance of Curbline and to help ensure alignment of pay and performance.

The specifics for each long-term incentive plan award are detailed in the section titled—“Employment Agreements with our NEOs” below.

LTIP Units

As discussed above, Mr. Lukes’ Salary Equity Award was granted in the form of LTIP units, as was his performance-based equity award granted in October 2024 pursuant to his Employment Agreement. Pursuant to their Employment Agreements, each of our NEOs has the ability to elect to receive future performance-based and service-based equity incentive awards in the form of restricted common stock or LTIP units.

LTIP units represent limited partnership units in the Operating Partnership, an entity through which the Company conducts its business, and are structured to qualify as “profits interests” for federal income tax purposes. The Compensation Committee may authorize the grant or sale of LTIP units subject to the amended and restated agreement of limited partnership of Curbline Properties LP dated as of October 1, 2024 (our “Operating Partnership Agreement”) and our 2024 Equity and Incentive Compensation Plan. Awards of LTIP units shall be valued by reference to our common stock. When issued, LTIP units do not have full parity, on a per unit basis, with the common units of the Operating Partnership (“common units”). To the extent that they receive sufficient allocations of book gain for tax purposes, the LTIP units can over time achieve full parity with common units, at which time vested LTIP units will be converted into common units on a one-for-one basis. Vested LTIP units that have not achieved full parity with common units may also convert into common units on less than a one-for-one basis based on relative capital accounts. Regular and other non-liquidating distributions will be made by the Operating Partnership with respect to unvested LTIP units as provided in the applicable award agreement for such units. Each common unit acquired upon conversion of a vested LTIP unit may be presented, at the election of the holder, for redemption for cash equal to the market price of a

 

20 Curbline Properties Corp. | 2025 Proxy Statement

share of common stock of the Company, except that the Company may, at its election, acquire each common unit so presented for one share of common stock, subject to certain adjustments.

Treatment of Outstanding SITE Centers Equity Incentive Awards in the Spin-Off

In general, pursuant to the Employee Matters Agreement entered into in connection with the Spin-Off, outstanding SITE Centers equity-based compensation awards held by the NEOs immediately prior to the Spin-Off were treated as described below.

 

•

SITE Centers service-based restricted stock units (“RSUs”) held immediately prior to the Spin-Off continue to be subject to substantially the same terms and conditions after the Spin-Off as the terms and conditions that applied to such awards prior to the Spin-Off, except:

 

•

the awards have been adjusted into Company service-based RSU awards payable in Company common stock;

 

•

the number of shares of Company common stock underlying each such RSU award has been determined as provided for in the Employee Matters Agreement so that the award generally retained, immediately after the Spin-Off, substantially the same intrinsic value that it had immediately prior to the Spin-Off (rounding down to the nearest whole number of RSUs); and

 

•

with respect to any continuous employment requirement associated with such Company RSU awards, such requirement will be satisfied based on the required continuous employment with the Company.

 

•

SITE Centers performance-based RSUs (“PRSUs”) held immediately prior to the Spin-Off continue to be subject to substantially the same terms and conditions after the Spin-Off as the terms and conditions that applied to such PRSUs prior to the Spin-Off, except:

 

•

the number of PRSUs earned as of the Spin-Off Date under each PRSU award was determined by evaluating performance under the PRSU award as of the Spin-Off Date and was equal to the greater of (1) the number of PRSUs earned based on actual performance through the Spin-Off Date and (2) 150% of the target number of PRSUs, with the greater of the two being 150%, and any unearned PRSUs were forfeited;

 

•

such number of PRSUs determined to be earned as of the Spin-Off Date were converted into Company service-based RSUs payable in Company common stock, with the number of shares of Company common stock underlying such adjusted Company RSU award determined as provided for in the Employee Matters Agreement such that, immediately after the Spin-Off, the adjusted Company RSU award had substantially the same intrinsic value that the number of PRSUs determined to have been earned as of the Spin-Off Date had immediately prior to the Spin-Off (rounding down to the nearest whole number of RSUs) and thereafter earning current dividend equivalent payments in cash; and

 

•

with respect to any continuous employment requirement associated with such Company RSU awards, such requirement will be satisfied based on the required continuous employment with the Company.

Other Benefits and Information

Perquisites and Fringe Benefits. During 2024, the NEOs received certain additional benefits from SITE Centers prior to the Spin-Off, and from Curbline following the Spin-Off. The SITE Centers Compensation Committee and the Curbline Compensation Committee, as applicable, believed that these benefits were reasonable and consistent with its respective overall compensation program and better enabled SITE Centers or Curbline, as applicable, to attract and retain superior executive talent.

For 2024, prior to the Spin-Off, each of Messrs. Lukes, Fennerty and Cattonar were eligible for participation in SITE Centers’ health, life, disability and other insurance plans, sick leave, reasonable vacation time, and other customary fringe benefits generally on terms available to SITE Centers’ other employees, and following the Spin-Off, each of Messrs. Lukes, Fennerty and Cattonar remain eligible for participation in SITE Centers’ health, life, disability and other insurance plans, and are now eligible for sick leave, reasonable vacation time, and other customary fringe benefits from Curbline generally on terms available to Curbline’s other employees.

 

Curbline Properties Corp. | 2025 Proxy Statement 21

Pursuant to his Employment Agreement and his prior employment agreement with SITE Centers, Mr. Lukes is entitled to automobile service for business and personal use. The benefit includes all reasonable related maintenance, repairs, parking, gasoline, insurance and other reasonable costs and expenses.

Pursuant to their Employment Agreements, Messrs. Lukes and Fennerty were entitled to reimbursement (up to an aggregate maximum in any calendar year of $25,000 for Mr. Lukes and $10,000 for Mr. Fennerty) for premiums for life, disability and/or similar insurance policies.

Retirement Benefits. In 2024, SITE Centers maintained a customary tax qualified 401(k) plan for its employees pursuant to which SITE Centers made semi-monthly matching contributions during 2023 equal to 50% of each participant’s contribution, up to 6% of the sum of his or her base salary plus annual cash performance-based incentive, not to exceed 3% of the sum of the participant’s base salary plus annual cash performance-based incentive, subject to Internal Revenue Code limits. In 2024, prior to and in connection with the Spin-Off, Curbline assumed and continues to maintain that tax qualified 401(k) plan for its and SITE Centers employees pursuant to which Curbline and SITE Centers (for their respective employees) made semi-monthly matching contributions equal to 50% of each participant’s contribution, up to 6% of the sum of his or her base salary plus annual cash performance-based incentive, not to exceed 3% of the sum of the participant’s base salary plus annual cash performance-based incentive, subject to Internal Revenue Code limits.

Elective Deferred Compensation Plan. In 2024, prior to the Spin-Off, our NEOs were entitled to participate in SITE Centers’ Elective Deferred Compensation Plan. Pursuant to the Elective Deferred Compensation Plan, certain SITE Centers officers could defer up to 100% of their base salaries and annual cash performance-based incentives, less applicable taxes and authorized benefits deductions. SITE Centers’ Elective Deferred Compensation Plan is a nonqualified plan and is an unsecured, general obligation of SITE Centers, and SITE Centers established and funded a “rabbi” trust to satisfy its payment obligations under this plan. SITE Centers provided a matching contribution to any participant who deferred compensation into SITE Centers’ Elective Deferred Compensation Plan equal to the difference between (1) up to 3% of the sum of the participant’s base salary and annual cash performance-based incentive eligible for deferral under SITE Centers’ 401(k) plan and the Elective Deferred Compensation Plan, combined, and (2) the actual employer matching contribution provided under the SITE Centers 401(k) plan. Earnings on a participant’s deferred account are based on the results of the investment options available in the SITE Centers’ Elective Deferred Compensation Plan that are selected by the participant (which are similar to the investment options available under the above-described 401(k) plan). Settlement is generally made in cash at a date determined by the participant at the time a deferral election is made. None of our NEOs elected to defer any portion of his 2024 cash compensation pursuant to SITE Centers’ Elective Deferred Compensation Plan.

In connection with the Spin-Off, Curbline implemented its own Elective Deferred Compensation Plan (and the balance of Mr. Lukes’ account under the SITE Centers’ Elective Deferred Compensation Plan was transferred to Curbline’s Elective Deferred Compensation Plan). Our Elective Deferred Compensation Plan mirrors the SITE Centers’ Elective Deferred Compensation Plan. None of the NEOs elected to defer any portion of his 2024 cash compensation pursuant to the Curbline Elective Deferred Compensation Plan.

EMPLOYMENT AGREEMENTS WITH OUR NEOS

On September 1, 2024, SITE Centers amended and restated each of our NEOs’ employment agreements and assigned them to Curbline and a subsidiary of Curbline in preparation for the Spin-Off. These assigned employment agreements, or the Employment Agreements, which are described more specifically below, superseded and replaced our NEOs’ employment agreements with SITE Centers on a going-forward basis to the extent described therein, facilitated the transfer of the employment of our NEOs from SITE Centers to a subsidiary of Curbline prior to the Spin-Off, and generally govern the employment and compensation terms and conditions and related items for our NEOs during the three-year period subsequent to the Spin-Off for Mr. Lukes and for an approximately two-year period for each Messrs. Fennerty and Cattonar.

 

22 Curbline Properties Corp. | 2025 Proxy Statement

This section provides a description of the Employment Agreements. The key terms of the Employment Agreements in effect with our NEOs on December 31, 2024 (which included customary non-competition and non-solicitation restrictive covenants that extend for one year following termination and perpetual confidentiality and mutual non-disparagement restrictive covenants) are described below:

 

Key Terms		David R. Lukes		Conor M. Fennerty		John M. Cattonar
Date of Agreement		September 1, 2024		September 1, 2024		September 1, 2024
Expiration Date of Agreement		October 1, 2027		September 30, 2026		September 30, 2026
Annual Base Salary Rate		$50,000		$600,000		$500,000
Salary Equity Award		$2.7 million in service-based LTIP units generally vesting over four years, reflecting the equivalent of additional annual salary of $750,000 per year over three years, plus a 20% premium due to the form of payment being made in LTIP units rather than cash		N/A		N/A
Annual Cash Incentive Compensation		Target annual award of $1,000,000 (1)		Target award of 100% of year-end base salary (2)		Target award of 100% of year-end base salary (2)
Initial Performance-Based Equity Grants Under Employment Agreements		After the Spin-Off, a grant of performance-based LTIP units (target value $7.2 million, maximum value $18.0 million), with a term of five years (the “Lukes Performance Equity Award”) (3)		After the Spin-Off, a grant of performance-based restricted stock (target value $600,000, maximum value $1.2 million) with a performance period of approximately three years (the “NEO Performance Equity Award” and collectively with the Lukes Performance Award, the ”Performance Awards”) (4)		After the Spin-Off, a grant of performance-based restricted stock (target value $600,000, maximum value $1.2 million) with a performance period of approximately three years (4)
Annual Equity Grants Under Employment Agreements		By March 15 of each of 2025, 2026 and 2027, a grant of $800,000 in service-based LTIP units or restricted stock (at the option of the NEO) generally vesting over three years (the “Lukes Annual Award”)		By March 15 of each of 2025 and 2026, a grant of $250,000 in service-based LTIP units or restricted stock (at the option of the NEO) generally vesting over four years (the “NEO Annual Award” and collectively with the Lukes Annual Award, the “Annual Awards”)   By October 15, 2025, a NEO Performance Equity Award (target value of $600,000, maximum value $1.2 million) and a performance period of approximately three years		By March 15 of each of 2025 and 2026, a grant of $150,000 in service-based LTIP units or restricted stock (at the option of the NEO) generally vesting over four years   By October 15, 2025, a NEO Performance Equity Award (target value of $600,000, maximum value $1.2 million) and a performance period of approximately three years
Other Ongoing Terms		Annual automobile service, and annual reimbursement for $25,000 in life, disability and similar insurance premiums		Annual reimbursement for $10,000 in life, disability and similar insurance premiums		N/A

 

(1)

As discussed further above, the 2024 annual incentive award opportunity for Mr. Lukes originally established by the SITE Centers Compensation Committee in the beginning of 2024 was paid by SITE Centers on a pro-rated basis, reflecting Mr. Lukes’ service to SITE Centers up to the Spin-Off Date, based on performance up to the Spin-Off Date as determined by the SITE Centers Compensation Committee in its sole discretion. Curbline established its own annual incentive award opportunity for Mr. Lukes for the portion of 2024 remaining after the Spin-Off Date (and future years) based on this target value (with a related threshold value of $500,000 per year and maximum value of $2,000,000 per year) and as set out in his Employment Agreement. Mr. Lukes also has the ability to elect to receive his annual incentive award in cash, restricted stock or LTIP units, provided that such election is made prior to the beginning of the year for which performance is measured.

 

Curbline Properties Corp. | 2025 Proxy Statement 23

(2)

The annual cash incentive for 2024 was split between SITE Centers and Curbline and consisted of (i) a pro-rated payment from SITE Centers for the portion of 2024 occurring prior to the Spin-Off, based on performance as determined by the SITE Centers Compensation Committee in its sole discretion, and (ii) a payment from Curbline for the remaining portion of 2024, based on the performance as determined by the Compensation Committee in its sole discretion.

 

(3)

Vesting for the Lukes Performance Equity Award will vary from 0% to 250% of target value based on achievement with respect to metrics established by the Curbline Compensation Committee (in consultation with Mr. Lukes) prior to the date of grant, provided that no less than 50% of the Lukes Performance Equity Award will vest based on our relative total shareholder return achievement. In general, the Lukes Performance Equity Award will be earned based on performance evaluated at the end of approximately three-year, four-year and five-year performance periods regarding 25%, 25% and 50%, respectively, of the award (with opportunities at the end of the four-year and five-year performance periods to earn amounts that had not been earned at the end of the prior performance periods, up to the total cap of 250% of the target amount of such award). The Lukes Performance Equity Award will earn distributions paid in cash on a deferred and contingent basis.

 

(4)

Vesting for the NEO Performance Equity Awards will vary from 0% to 200% of target value based on achievement with respect to metrics established by the Curbline Compensation Committee (in consultation with Mr. Lukes) prior to the date of grant, provided that no less than 50% of the NEO Performance Equity Award will vest based on our relative total shareholder return achievement. In general, the NEO Performance Equity Awards will be earned based on performance evaluated at the end of an approximately three-year performance period. The NEO Performance Equity Award will earn distributions paid in cash on a deferred and contingent basis.

Each of the Employment Agreements can be terminated under a variety of circumstances. The Curbline Board has the right to terminate an employment agreement for “cause” if the NEO engaged in certain specified conduct, for “disability” if the NEO was disabled for a specified period of time, or at any other time without cause by giving the NEO at least 90 days’ prior written notice. The NEO also has the right to terminate his employment agreement for “good reason” in certain specified circumstances or at any other time without good reason by giving Curbline at least 90 days’ prior written notice.

In addition, the NEOs will be eligible to participate in all retirement and other benefit plans maintained by us that are generally available to our senior executives and for which he is eligible. The Employment Agreements also include customary indemnification provisions, and provide for the reimbursement of certain legal fees and expenses, including fees and expenses incurred in relation to enforcement of the Employment Agreements, plus provisions applying both of SITE Centers’ and our clawback policies in effect from time to time to the Employment Agreements.

The LTIP units described above have been structured to enable them to qualify as “profits interests” for U.S. federal income tax purposes under current federal income tax law. As a result, the LTIP units will generally only have value (other than with respect to the right to receive distributions) to the extent that they receive sufficient allocations of book gain for tax purposes, after which LTIP units that have vested will convert into common units of the Operating Partnership and can be redeemed for cash or, at the Company’s election, shares of Curbline common stock.

Our Employment Agreement with Mr. Lukes provides that he may render service to SITE Centers as its President and Chief Executive Officer after the Spin-Off, at the pleasure of the SITE Centers Board and the Curbline Board, subject to the terms of his Employment Agreement and the Shared Services Agreement, which is discussed below under Related Party Transactions – Agreements with SITE Centers. Our Employment Agreement with Mr. Cattonar provides that he may render service to SITE Centers as its Executive Vice President and Chief Investment Officer after the Spin-Off, at the pleasure of the SITE Centers Board and the Curbline Board, subject to the terms of his Employment Agreement and the Shared Services Agreement, as applicable. Our Employment Agreement with Mr. Fennerty provides that he may render reasonable service to SITE Centers after the Spin-Off, as permitted by the Curbline Board.

OTHER COMPENSATION-RELATED POLICIES

Stock Ownership Guidelines

Under our stock ownership guidelines, each of our officers designated as “Section 16 officers” by our Board, including all of our continuing named executive officer, must own common stock (or common stock equivalents or other securities convertible into or redeemable for common stock, or other equity or equity-based awards issued by the Company or one of its subsidiaries) with an aggregate market value of no less than:

 

•

For our CEO, $4.0 million;

 

•

For our CFO, not less than three times his annual base salary; and

 

•

For all other Section 16 officers, not less than one times his or her annual base salary.

Our Board established these particular levels of stock ownership for our named executive officers because we want the interests of our named executive officers to be aligned with the investment interests of our stockholders.

Such minimum share ownership requirement must be satisfied (1) initially, by no later than the fifth anniversary of the first March 31^st following the date such officer receives his or her first grant as a Section 16 officer, and then (2) on each

 

24 Curbline Properties Corp. | 2025 Proxy Statement

anniversary of March 31^st thereafter. To that end, each Section 16 officer is required to retain 50% of the common stock (or common stock equivalents or other securities convertible into or redeemable for common stock, or other equity or equity-based awards issued by the Company or one of its subsidiaries) acquired through grants from the Company as part of compensation until such time as the minimum share ownership requirement is satisfied. Unvested service-based restricted stock and restricted stock units constitute common stock equivalents and count toward satisfying the stock ownership guidelines. As of March 1, 2025, all of our continuing named executive officers owned sufficient common stock or common stock equivalents to meet the requirements set forth in our stock ownership guidelines even though such requirements are not required to be met until March 31, 2030.

Executive Compensation Clawback Policy

As required pursuant to the listing standards of the NYSE, Section 10D of the Exchange Act, and Rule 10D-1 under the Exchange Act, the Board adopted a Clawback Policy (the “Clawback Policy”), effective on September 1, 2024, which provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures.

In general, the Company may utilize a broad range of recoupment methods under the Clawback Policy for mandatory accounting restatement clawbacks. The Clawback Policy does not condition such clawback on the fault of the executive officer, but the Company is not required to clawback amounts in limited circumstances where the Compensation Committee has made a determination that recovery would be impracticable and (1) the Company has already attempted to recover such amounts but the direct expense paid to a third party in an effort to enforce the Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would likely cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code of 1986, as amended, and applicable regulations. Operation of the mandatory accounting restatement provisions of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement.

During the effectiveness of the Clawback Policy, the Company has not been required to prepare a restatement of its financial results that required recovery of erroneously awarded compensation to covered officers pursuant to the Clawback Policy. There are no balances currently outstanding from prior applications of the Clawback Policy.

Grant of Certain Equity Awards

The Compensation Committee does not take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. Since the Spin-Off Date, the Company has not granted stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed material non-public information.

Compensation Program Risk Assessment

We periodically review our compensation policies and practices for all employees, including executive officers. As part of the review process, we identify the potential risk areas, and we assess whether our practices pose any actual risks. The Compensation Committee last undertook this review in February 2025 and determined that our compensation programs are not reasonably likely to have a material adverse effect on us.

 

Curbline Properties Corp. | 2025 Proxy Statement 25

OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE⁽¹⁾

The following table provides information about outstanding Curbline equity awards for each of our NEOs as of December 31, 2024.

 

		STOCK AWARDS
Name		Grant Date					Number of Shares or Units of Stock that Have Not Vested  (#)(2)					Market Value of Shares or Units of Stock that Have Not Vested  ($)(3)					Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested  (#)(4)(5)					Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested  ($)(3)(4)(5)
David R. Lukes				Various					527,381					12,245,787					—					—
				10/15/24					—					—					155,372					3,607,738
				10/15/24					—					—					116,532					2,705,873
Conor M. Fennerty				Various					182,564					4,239,136					—					—
				10/15/24					—					—					12,948					300,653
John M. Cattonar				Various					135,670					3,150,257					—					—
				10/15/24					—					—					12,948					300,653

 

(1)	Except as otherwise indicated, the information in the Outstanding Equity Awards at 2024 Fiscal Year-End Table is provided as of December 31, 2024.

 

(2)	The amounts in this column with respect to the following named executive officers reflect service-based RSUs that generally vest or vested as follows:

 

 

(3)	These amounts were calculated based upon the closing price of our common stock on December 31, 2024 of $23.22.

 

(4)

For Mr. Lukes, represents the “threshold” number of units that could be earned under outstanding LTIP units for the performance period beginning on October 15, 2024 and ending on November 20, 2029 (the second row) and for Messrs. Fennerty and Cattonar represents the “threshold” number of shares that could be earned under outstanding PRSAs for the performance period beginning on October 15, 2024 and ending on November 19, 2027 (the second row). The Company does not have a full year of performance and accordingly, these grants are valued at the “threshold” level of performance. The payout values do not include accrued distributions or dividends, which could be paid to the extent the award otherwise vests, consistent with the terms of their award agreements. These awards are described more fully in 2024 NEO Compensation Program—Employment Agreements with our NEOs.

 

(5)	For Mr. Lukes, represents the Salary Equity Award granted on October 15, 2024 (third row), that generally vests ratably over four years. This award is described more fully in Executive Compensation Tables and Related Disclosure—Summary Compensation Table.

 

26 Curbline Properties Corp. | 2025 Proxy Statement

POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL

The NEOs (or their personal representatives or dependents, as appropriate) are entitled under the above-described Employment Agreements to certain additional payments and benefits in the event of certain termination circumstances during the agreement term, including in connection with a change in control of Curbline. Following the Spin-Off, the change in control provisions of the revised Employment Agreements are explicitly tied to a change in control of Curbline, rather than a change in control of SITE Centers.

In general, inclusion of change in control provisions in the Employment Agreements was determined appropriate primarily because such agreement would help ensure a continuity of Curbline management during a potential change in control of Curbline and help ensure that the NEOs would remain focused on completing a transaction that would be likely to maximize shareholder value of Curbline. The payment of change in control compensation was also determined appropriate because the NEOs might forego other opportunities at the time of the change in control of Curbline. The table below summarizes the benefits to which our NEOs were entitled under the Employment Agreements in the event of certain termination scenarios (over and above accrued compensation and benefits):

 

Terms		Benefits
Termination Without Cause or for Good Reason		Lump sum in cash equal to 1.5 times (two times for Mr. Lukes) sum of (a) base salary ($800,000 for Mr. Lukes) plus (b) average of the annual incentives earned in the three fiscal years preceding the year of termination (the “Average Bonus”);   Lump sum in cash equal to the annual incentive that would have been earned for the year of termination based on actual performance, pro-rated based on the NEO’s period of service during such year (the “Pro-Rata Actual Bonus”);   Lump sum in cash equal to 18 months of monthly insurance premiums for health, dental and vision benefits and the employer portion of the premium for other insurance provided by Curbline (the “18-month Health Benefit”); and   Vesting of Salary Equity Award (for Mr. Lukes (pro-rated, and based on three required years of service)), Performance Equity Awards and any Annual Awards, including based on level of performance to date (the “Accelerated Award Vesting”).
Termination Due to Death or Disability		Lump sum in cash equal to the target annual incentive for year of termination, pro-rated based on the NEO’s period of service during such year (the “Pro-Rata Target Bonus”);   18-month Health Benefit; and   Accelerated Award Vesting.
“Triggering Event”(1) Within Two Years After a “Change in Control”(2)		Lump sum in cash equal to 2.5 times (three times for Mr. Lukes) sum of (a) base salary ($800,000 for Mr. Lukes) plus (b) Average Bonus;   Pro-Rata Target Bonus;   18-month Health Benefit; and   Accelerated Award Vesting.

 

(1)

“Triggering Event” is the occurrence of one of the following within two years after a Curbline “Change in Control”: (a) Curbline terminates the employment of the NEO, other than in the case of a termination for “Cause” (as defined in the applicable Curbline employment agreement), a termination following disability, or a termination based on death; or (b) the NEO terminates his employment for “Good Reason” (as defined in the applicable Curbline employment agreement).

 

(2)

A Curbline “Change in Control” generally occurs if: (a) there is a consummation of a reorganization, merger or consolidation in which Curbline is not the surviving corporation (subject to certain limited exceptions as described in the Employment Agreements), the sale of all or substantially all of Curbline’s assets, or the acquisition of assets of another corporation or certain other transactions constituting a “Business Combination” (subject to terms and limited exceptions as described in the Employment Agreements); (b) any person or other entity (subject to certain exceptions) purchases Curbline shares (or securities convertible into Curbline shares) pursuant to a tender or exchange offer without the prior consent of the Curbline Board, or becomes the beneficial owner of 30% or more of the voting power of Curbline outstanding securities without the prior consent of the Curbline Board; (c) during any two-year period, Curbline experiences a turnover of a majority of the directors on the Curbline Board (subject to certain exceptions for replacement directors approved by at least two-thirds of the directors serving at the beginning of such period, but specifically excluding certain replacement directors elected in connection with an election or proxy contest); or (d) stockholder approval of the liquidation or dissolution of Curbline, subject to limited exceptions described in the Employment Agreements.

 

Curbline Properties Corp. | 2025 Proxy Statement 27

Certain Potential Curbline Retirement and Termination or Change in Control Benefits

As discussed above, Curbline and a Curbline subsidiary have assumed the Employment Agreements and maintain certain plans and policies that will require us to provide certain compensation and other benefits to our NEOs in the event of a termination of employment or a change in control of the Company.

Based on a hypothetical termination and/or change in control of Curbline occurring on December 31, 2024, the following tables describe the potential payments upon such termination or change in control owing to each NEO then serving at the end of the year under his Employment Agreement and other arrangements in effect with Curbline on December 31, 2024.

 

Event		David R. Lukes ($)					Conor M. Fennerty ($)					John M. Cattonar ($)
Retirement or other Voluntary Termination (without Good Reason)
Accrued Vacation(1)				1,923					23,077					19,231
Total				1,923					23,077					19,231
Involuntary Not for Cause or Good Reason Termination
Cash Severance(2)				6,100,000					2,025,000					1,650,000
Unvested Service-Based Equity Awards				12,471,276					4,239,136					3,150,257
Unvested Performance-Based Equity Awards(3)				7,215,522					601,305					601,305
COBRA Payment(4)				53,862					60,961					27,247
Accrued Vacation(1)				1,923					23,077					19,231
Total				25,842,583					6,949,479					5,448,040
For Cause Termination
No Payments				—					—					—
Total				—					—					—
Involuntary or Good Reason Termination (in Connection with a Change in Control)
Cash Severance(2)				9,150,000					3,375,000					2,750,000
Unvested Service-Based Equity Awards				12,471,276					4,239,136					3,150,257
Unvested Performance-Based Equity Awards(3)				7,215,522					601,305					601,305
COBRA Payment(4)				53,862					60,961					27,247
Accrued Vacation(1)				1,923					23,077					19,231
Total				28,892,583					8,299,479					6,548,040
Disability
Cash Severance(2)				—					—					—
Unvested Service-Based Equity Awards				12,471,276					4,239,136					3,150,257
Unvested Performance-Based Equity Awards(3)				7,215,522					601,305					601,305
COBRA Payment(4)				53,862					60,961					27,247
Disability Insurance Proceeds(5)				1,033,966					1,778,302					1,622,048
Accrued Vacation(1)				1,923					23,077					19,231
Total				20,776,549					6,702,781					5,420,088

 

28 Curbline Properties Corp. | 2025 Proxy Statement

Event		David R. Lukes ($)					Conor M. Fennerty ($)					John M. Cattonar ($)
Death
Cash Severance(2)				—					—					—
Unvested Service-Based Equity Awards				12,471,276					4,239,136					3,150,257
Unvested Performance-Based Equity Awards(3)				7,215,522					601,305					601,305
COBRA Payment(4)				53,862					60,961					27,247
Accrued Vacation(1)				1,923					23,077					19,231
Total(6)				19,742,583					4,924,479					3,798,040

 

(1)	Assumes two weeks of personal time off (“PTO”) is paid pursuant to our current PTO policy.

 

(2)	Reported amounts calculated pursuant to the terms of the respective Employment Agreement. Assumes any accrued base salary and annual incentive for 2024 have been paid, due to evaluation as of the last business day of the year.

 

(3)

As of December 31, 2024, Curbline only had one quarter of performance relevant to the five-year and three-year Performance Equity Awards issued to Messrs. Lukes, Fennerty and Cattonar on October 15, 2024, and as a result, the Company was unable to project a reasonably likely outcome based on the short-term historical performance. Therefore, each of these awards is included in the respective reported amount for each NEO assuming “target” value. These values assume no Curbline replacement awards are granted in the event of a Curbline Change of Control. The payout values do not include accrued dividends, which will be paid to the extent the award otherwise vests, consistent with the terms of their award agreements.

 

(4)	Reported amounts consist of an estimate of 18 months of monthly COBRA premiums for health, dental and vision benefits and the employer portion of the premium for other insurance provided by Curbline.

 

(5)

Reported amounts consist of an estimate of payments for long-term disability using a present value calculation that takes into account (a) age and total payments over the benefit term assuming that the disability occurs on December 31, 2024, and (b) a discount rate based on the rate for the Treasury security with a similar term. In general, benefits are available until age 65.

 

(6)	Reported amounts do not include payments under personal life insurance policies arranged and obtained by the NEOs for which Curbline reimburses the premium (subject to caps on reimbursement set forth in the applicable NEO’s employment agreement).

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth the number of securities issued and outstanding under the Company’s 2024 Equity and Incentive Compensation Plan, as of December 31, 2024:

 

PLAN CATEGORY		NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS, AND RIGHTS					WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS, AND RIGHTS					NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS
Equity compensation plans approved by security holders(1)				1,894,665	(2)				—	(3)				6,920,893
Equity compensation plans not approved by security holders				—					—					—
Total				1,894,665					—					6,920,893

 

(1)	Includes the Company’s 2024 Equity and Incentive Compensation Plan.

 

(2)	Includes (i) shares issuable upon vesting pursuant to 988,317 restricted stock units outstanding as of December 31, 2024, and (ii) shares issuable by the Company, at its option, upon redemption of common units into which 906,348 LTIP units outstanding as of December 31, 2024 may convert.

 

(3)	Restricted stock units and performance awards are not taken into account in the weighted-average exercise price as such awards have no exercise price.

 

Curbline Properties Corp. | 2025 Proxy Statement 29

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

PROPOSAL SUMMARY AND BOARD RECOMMENDATION

PricewaterhouseCoopers LLP has been selected by our Audit Committee to serve as our independent registered public accounting firm in 2025. PricewaterhouseCoopers LLP was first appointed as our independent registered public accounting firm effective October 1, 2024, to audit the financial statements of the Company for the fiscal year ending December 31, 2024.

Our Board has directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. A representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting, be available to respond to appropriate questions and have an opportunity to make a statement, if desired.

Stockholder ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm is not required by our Charter or otherwise. However, our Board is seeking ratification of PricewaterhouseCoopers LLP as a matter of good corporate practice. If the stockholders do not approve the ratification of PricewaterhouseCoopers LLP, then the Audit Committee will reconsider whether to retain the firm. In such event, the Audit Committee may retain PricewaterhouseCoopers LLP, notwithstanding the fact that the stockholders did not approve the ratification of PricewaterhouseCoopers LLP, or select another nationally recognized accounting firm without re-submitting the matter to the stockholders. Even if the stockholders ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm, the Audit Committee reserves the right in its discretion to select a different accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

 

 

BOARD RECOMMENDATION:

“FOR” RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025

 

 

 

30 Curbline Properties Corp. | 2025 Proxy Statement

FEES PAID TO PRICEWATERHOUSECOOPERS LLP

The following table presents fees for services rendered by PricewaterhouseCoopers LLP for the year ended December 31, 2024:

 

TYPE OF FEES		2024 ($)
Audit fees(1)			719,952
Audit-related fees(2)			153,100
Tax fees(3)			26,210
All other fees(4)			—
Total			899,262

 

(1)

Audit fees consist principally of fees for the audit of our annual financial statements and the required review of quarterly financial statements and other procedures to be performed by the independent registered public accounting firm to be able to form an opinion on our consolidated financial statements. These fees also cover services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements, and services that generally only the independent registered public accounting firm reasonably can provide.

 

(2)	Audit-related fees generally consist of fees billed for assurance and registration statement related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”

 

(3)	Tax fees include fees billed for professional services rendered for tax compliance. There were no fees for tax consulting services billed for 2024.

 

(4)	There were no other fees billed for 2024.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

The Audit Committee has a policy for the pre-approval of all audit and permissible non-audit services provided by the Company’s independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee pre-approves specifically described audit and permissible non-audit services and periodically grants general pre-approval of categories of audit and permissible non-audit services up to specified cost thresholds. Any services exceeding pre-approved cost levels must be specifically pre-approved by the Audit Committee. All of the services rendered by PricewaterhouseCoopers LLP under the category “Tax fees” described above were pre-approved by the Audit Committee.

AUDITOR INDEPENDENCE

The Audit Committee believes that the non-audit services provided by PricewaterhouseCoopers LLP are compatible with maintaining PricewaterhouseCoopers LLP’s independence.

 

Curbline Properties Corp. | 2025 Proxy Statement 31

AUDIT COMMITTEE REPORT

In accordance with its written charter adopted by the Board, the Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. The Audit Committee meets at least quarterly to review quarterly or annual financial information prior to its release and inclusion in SEC filings. As part of each meeting, the Audit Committee has the opportunity to meet independently with management and our independent registered public accounting firm.

In discharging its oversight responsibility as to the audit process, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, has discussed with the independent registered public accounting firm any relationships that may impact its objectivity and independence, and has satisfied itself as to the independent registered public accounting firm’s independence.

The Audit Committee reviewed and discussed with the independent registered public accounting firm all matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2024, with management and the independent registered public accounting firm. Management has the responsibility for the preparation of the Company’s financial statements, and the independent registered public accounting firm has the responsibility for the examination of those statements.

Based on the above-described review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.

Audit Committee

Jane E. DeFlorio, Chair

Linda B. Abraham

Terrance R. Ahern

 

32 Curbline Properties Corp. | 2025 Proxy Statement

Corporate Governance and Other Matters

CODES OF ETHICS

Code of Ethics for Senior Financial Officers

We have a Code of Ethics for Senior Financial Officers that applies to the senior financial officers of the Company, including, among others, our CEO, CFO, CAO, Controllers, Treasurer and our Director of Audit Services (collectively, our “senior financial officers”). Among other matters, this code requires our senior financial officers to:

 

•

Act with honesty and integrity and ethically address all actual or apparent conflicts of interest between personal and professional relationships;

 

•

Provide information that is full, fair, accurate, timely and understandable in all reports and documents that we file with, or submit to, the SEC and other public filings or communications we make;

 

•

Comply with all laws, rules and regulations of federal, state and local governments and all applicable private or public regulatory agencies as well as all applicable professional codes of conduct;

 

•

Not knowingly or recklessly misrepresent material facts or allow their independent judgment to be compromised;

 

•

Not use for personal advantage confidential information acquired in the course of their employment;

 

•

Proactively promote ethical behavior among peers and subordinates in the workplace; and

 

•

Promptly report any violation or suspected violation of this code in accordance with our Reporting and Non-Retaliation Policy and, if appropriate, directly to the Audit Committee.

Only the Audit Committee or our Board may waive any provision of this code with respect to a senior financial officer. Any such waiver or any amendment to this code will be promptly disclosed on our website or in a Current Report on Form 8-K, as required by applicable rules or regulations. This code is posted on our website, www.curbline.com, under “Governance” in the “About” section.

Code of Business Conduct and Ethics

We also have a Code of Business Conduct and Ethics that addresses our commitment to honesty, integrity and the ethical behavior of our employees, officers and Directors. This code governs the actions and working relationships of our employees, officers and Directors with tenants, vendors, contractors, fellow employees, competitors, government and regulatory agencies and officials, potential or actual joint venture partners, third-party consultants, investors, the public, the media and anyone else with whom we may conduct business. Employees are required to review and acknowledge our Code of Business Conduct and Ethics on a periodic basis in connection with their completion of certain compliance training modules. Only our Board or the Nominating and Sustainability Committee may waive any provision of this code with respect to an officer or Director. Any such waiver or any amendment to this code will be promptly disclosed on our website or in a Current Report on Form 8-K, as required by applicable rules or regulations. The Company’s General Counsel may waive any provision of this code with respect to all other employees. This code is posted on our website, www.curbline.com, under “Governance” in the “About” section.

REPORTING AND NON-RETALIATION POLICY

We are committed to honesty, integrity and ethical behavior and have adopted a Reporting and Non-Retaliation Policy. The purpose of the policy is to encourage all employees to disclose any alleged wrongdoing that may adversely impact us, our tenants, stockholders, fellow employees, investors, or the public at large without fear of retaliation. The policy sets forth procedures for the reporting by employees and interested third parties of alleged financial (including auditing, accounting, and internal control matters) and non-financial wrongdoing on a confidential and anonymous

 

Curbline Properties Corp. | 2025 Proxy Statement 33