DEF 14A

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

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SITE Centers Corp.

(Name of Registrant as Specified in Its Charter)

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LOGO

Notice of Annual

Meeting of Shareholders

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

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


WHEN:		9:00 a.m. Eastern Time, Wednesday, May 14, 2025.

WHERE:		The Annual Meeting will be held in a virtual meeting format via live webcast at www.meetnow.global/MZR2P4U. You will not be able to physically attend the Annual Meeting in person.

ITEMS OF BUSINESS:		^• Election of five Directors. ^• Approval, on an advisory basis, of the compensation of the Company’s named executive officers. ^• Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. ^• Transact such other business as may properly come before the Annual Meeting.

WHO CAN VOTE:		Shareholders 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:		^• Shareholders may request, complete, date and sign a proxy card and return it; or ^• Vote their shares by telephone or over the internet as described in the accompanying Proxy Statement.

INTERNET AVAILABILITY OF PROXY MATERIALS:		In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials by providing internet access to those documents, instead of mailing a printed copy of our proxy materials to each shareholder. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials, including the Proxy Statement and 2024 Annual Report, and vote online at www.investorvote.com/sitc, or alternatively, request a paper copy of the proxy materials, including a proxy card.

By order of the Board of Directors,

Aaron M. Kitlowski

Secretary

Dated: April 2, 2025

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be held on May 14, 2025

2025 Proxy Statement Table of Contents


1. Proxy Statement Summary			1

2. Proposal One: Election of Five Directors

Proposal Summary and Board Recommendation			6

Director Nominees for Election at the Annual Meeting			6

Transactions with the Otto Family			9

Independent Directors			9

Director Qualifications and Review of Director Nominees			9

2024 Director Transition and Recruitment Process			10

Proxy Access			10

Majority Vote Standard			11

3. Board Governance

Board Leadership			12

Meetings of Our Board			12

Meetings of Non-Management and Independent Directors			12

Committees of Our Board			13

Risk Oversight			14

Compensation of Directors			15

Director Stock Ownership Guidelines			17

Insider Trading Policy			17

Security Ownership of Directors and Management			18

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

Proposal Summary and Board Recommendation			19

Compensation Committee Report			20

Compensation Committee Interlocks and Insider Participation			20

5. Compensation Discussion and Analysis

Overview			21

Executive Summary			21

Compensation Program Design			24

2024 Compensation Program			27

Stock Ownership Guidelines			32

Hedging and Pledging Policy			32

Executive Compensation Clawback Policy			32

Compensation-Related Risk Analysis			33

2025 Review of Executive Incentives			33

6. Executive Compensation Tables and Related Disclosure

2024 Summary Compensation Table			34

2024 Grants of Plan-Based Awards Table			35

Outstanding Equity Awards at 2024 Fiscal Year-End Table			36

2024 Option Exercises and Stock Vested Table			37

2024 Nonqualified Deferred Compensation Table			37

Potential Payments Upon Termination or Change in Control			38

Employment Agreements			39

CEO Pay Ratio			42

Pay Versus Performance			43

Pay Versus Performance Table			43

2024 Tabular List			45

Descriptions of Relationships Between CAP and Certain Financial Performance Measure Results			45


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

Proposal Summary and Board Recommendation			47

Fees Paid to PricewaterhouseCoopers LLP			47

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors			48

Auditor Independence			48

Audit Committee Report			48

8. Corporate Governance and Other Matters

Codes of Ethics			49

Reporting and Non-Retaliation Policy			50

Related-Party Transactions			50

Security Ownership of Certain Beneficial Owners			51

Delinquent Section 16(a) Reports			51

Shareholder Proposals for 2026 Annual Meeting of Shareholders			51

Householding			52

Other Matters			52

9. Frequently Asked Questions

Why am I being provided with these proxy materials?			53

Who is entitled to vote at the Annual Meeting?			53

Why did I receive a notice in the mail regarding the availability of proxy materials instead of a paper copy of the proxy materials?			53

Can I vote my shares by filling out and returning the Notice of Internet Availability of Proxy Materials?			53

How do I attend and vote at the virtual Annual Meeting?			53

How many votes do I have?			54

How do I vote by proxy?			54

May I revoke my proxy?			55

Who is soliciting my proxy?			55

What constitutes a quorum?			55

What vote is required to approve each proposal assuming that a quorum is present at the Annual Meeting?			56

PROXY STATEMENT SUMMARY

1. Proxy Statement Summary

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

2025 Annual Meeting of Shareholders



Date and Time:		Wednesday, May 14, 2025 at 9:00 a.m. Eastern Time

Location:		SITE Centers Corp. (“we,” “our,” “us,” the “Company” or “SITE Centers”) will hold its 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting” or the “Annual Meeting”) in a virtual meeting format via the internet at www.meetnow.global/MZR2P4U. You will not be able to 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 53 of this Proxy Statement.

Record Date:		March 17, 2025 (the “Record Date”)

Mail Date:		We began making our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report” or the “Annual Report”) available on or about April 2, 2025 to all shareholders of record entitled to vote.

Voting Matters and Board Recommendations



MATTER		PAGE	BOARD RECOMMENDATION

Proposal 1:	Election of five Directors	6	For each Director nominee

Proposal 2:	Approval, on an advisory basis, of the compensation of the Company’s named executive officers	19	For

Proposal 3:	Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm	47	For

How to Vote

Shareholders of record (i.e., shareholders who own shares in their own name as reflected in the records of our transfer agent, Computershare Trust Company, N.A. (“Computershare”)) may vote their shares in any of the following ways:


By Internet: To submit a proxy over the internet, go to www.investorvote.com/sitc and follow the instructions on how to complete an electronic proxy. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.

By Telephone: To submit a proxy by telephone, call toll free 1-800-652-8683. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.

By Mail: If you received a full paper set of proxy materials, date and sign your proxy card and mail it in the enclosed, postage-paid envelope. You do not need to mail the proxy card if you are submitting your proxy by internet or telephone.

At the Meeting: To vote at the Annual Meeting, visit www.meetnow.global/MZR2P4U. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.


SITE Centers Corp. ï 2025 Proxy Statement		1

PROXY STATEMENT SUMMARY

Shareholders whose shares are held of record by a broker, bank, trust or other nominee may vote their shares by following the instructions provided by such broker, bank, trust or other nominee or at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust or other nominee, you must register in advance in order to vote electronically at the Annual Meeting. To register in advance, you must forward a legal proxy from your broker, bank, trust or other nominee holding your shares to Computershare at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Friday, May 9, 2025. You will receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetnow.global/MZR2P4U and enter your control number.

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

Internet Availability of Proxy Materials

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

2025 Director Nominees

CURRENT COMMITTEE MEMBERSHIPS

DIRECTOR NAME

AGE

SINCE

INDEPENDENT

AUDIT

COMPENSATION

NOMINATING
AND ESG

Gary N. Boston

2024

Yes

Chair

✔

John M. Cattonar

2024

Cynthia Foster Curry

2024

Yes

✔

Chair

David R. Lukes

2017

Dawn M. Sweeney*

2018

Yes

✔

Chair

✔

*	Chair of the Board

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

2024 Performance Highlights

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


2		SITE Centers Corp. ï 2025 Proxy Statement

PROXY STATEMENT SUMMARY

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

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

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

Corporate Governance Highlights

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

Director Elections

^• Annual election of all Directors

^• Majority voting for Directors in uncontested elections (subject to Director resignation policy)

Board Practices

^• Separate independent Chair 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

^• Anti-overboarding policy limiting service on other public company boards

^• Mandatory Director retirement age (76 years)

^• Annual Director review of enterprise risk assessment

^• No ability to classify the Board without shareholder consent

Shareholder Rights

^• Proxy access (3% ownership, 3 years, greater of 2 nominees or 20% of Board)

^• Ability to amend Articles of Incorporation and Code of Regulations by majority vote

^• Ability to call special meetings (25% of 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

^• Share ownership requirements for Directors


SITE Centers Corp. ï 2025 Proxy Statement		3

PROXY STATEMENT SUMMARY

Compensation Practices

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

LOGO

Includes the annualized grant date fair value of the service-based restricted share units (“RSUs”) awarded in connection with the execution of Mr. Lukes’ September 2020 employment agreement and the value of service-based RSUs granted to Mr. Lukes annually during the term of his employment agreement.

**	Annual incentive is shown at the target level. The annual incentive payout ranged from $0 (below threshold) to $2,250,000 (maximum).

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

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

2024 Executive Compensation

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


4		SITE Centers Corp. ï 2025 Proxy Statement

PROXY STATEMENT SUMMARY

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

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

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

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

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



NAMED EXECUTIVE OFFICER	POSITION		SALARY			BONUS		STOCK AWARDS		NON-EQUITY INCENTIVE PLAN COMPENSATION			ALL OTHER COMPENSATION		TOTAL

David R. Lukes		President and CEO		$	675,000		$1,687,500		$5,527,064		$	0		$44,737		$	7,934,301

Gerald R. Morgan		EVP and CFO		$	125,000		$ 87,500		$ 0		$	0		$ 0		$	212,500

Conor M. Fennerty		Former EVP and CFO		$	450,000		$ 675,000		$1,529,418		$	0		$17,723		$	2,672,141

John M. Cattonar		EVP and CIO		$	375,000		$ 562,500		$1,232,791		$	0		$12,016		$	2,182,307

Aaron M. Kitlowski		EVP and GC		$	445,962		$ 900,000		$1,432,897		$	0		$36,158		$	2,815,017
Christa A. Vesy		Former EVP and CAO		$	80,369		$ 0		$ 0		$	0		$19,234		$	99,603

Historical Say-on-Pay Voting Results



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


SITE Centers Corp. ï 2025 Proxy Statement		5

2. Proposal One: Election of Five Directors

Proposal Summary and Board Recommendation

At the Annual Meeting, unless you specify otherwise, the common shares represented by your proxy will be voted to elect the five Director nominees identified below. If any of the Director nominees is not a candidate when the election occurs for any reason (which is not expected) and the size of our Board remains unchanged, then our Board intends that proxies will be voted for the election of a substitute Director nominee designated by our Board as recommended by the Nominating and ESG Committee.

BOARD RECOMMENDATION:

“FOR” ALL FIVE DIRECTOR NOMINEES

Director Nominees for Election at the Annual Meeting

Our Board has nominated and recommends that shareholders vote “FOR” the election of each of the following Director nominees, each to serve a one-year term until the next annual meeting of shareholders and until a successor has been duly elected and qualified. All nominees are currently serving as Directors. Mr. Lukes and Ms. Sweeney were elected by the shareholders at the 2024 Annual Meeting and Messrs. Boston and Cattonar and Ms. Foster Curry were recommended by the Nominating and ESG Committee for election as Directors during 2024 as described below in “-2024 Director Transition and Recruitment Process.”

GARY N. BOSTON

Senior Portfolio Manager (Retired), APG Asset Management

Background: Mr. Boston is a private investor and served as Portfolio Manager and Senior Portfolio Manager for the North and South American listed real estate securities portfolios of APG Asset Management, a leading global manager of pension assets, from 2005 and until his retirement in 2016. Prior to joining APG, Mr. Boston spent ten years as a senior analyst covering the U.S. REIT sector on research teams at Citigroup and PaineWebber, Inc. Since October 2022, Mr. Boston has served as Independent Director, and member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, of Terreno Realty Corporation, an industrial REIT. Mr. Boston also served as an Independent Director of Retail Value Inc. (“RVI”), a retail REIT, from 2018 until 2022. Mr. Boston holds a Bachelor of Arts from Duke University and a Masters of Business Administration from the Wharton School of Business.

Qualifications: Mr. Boston’s qualifications include his extensive experience with the retail REIT industry gained from having covered the real estate, REIT and retail sectors as a portfolio manager and research analyst at various investment banks, and his service on other public company boards.

LOGO

DIRECTOR SINCE: 2024

AGE: 56

INDEPENDENT: YES

COMMITTEES:

^• Audit (Chair)

^• Compensation

^• Nominating and ESG


6		SITE Centers Corp. ï 2025 Proxy Statement

JOHN M. CATTONAR

Executive Vice President and Chief Investment Officer, SITE Centers

Executive Vice President and Chief Investment Officer, Curbline Properties

Background: Mr. Cattonar has served as Executive Vice President and Chief Investment Officer of SITE Centers since 2021 and previously served as Senior Vice President of Investments of SITE Centers from 2017 to 2021. Prior to joining SITE Centers, Mr. Cattonar served as Vice President of Asset Management for Equity One Inc. (“Equity One”), an owner, developer and operator of shopping centers, from 2015 to 2017 and at Sears Holding Corporation affiliate Seritage Realty Trust, a real estate company, from 2012 to 2015. Mr. Cattonar has also served as Executive Vice President and Chief Investment Officer of Curbline Properties since 2024. Mr. Cattonar earned a Master of Science in Real Estate Development from Columbia University and holds a Bachelor of Arts in Economics from the University of North Carolina at Chapel Hill.

Qualifications: Mr. Cattonar’s qualifications to serve on the Board include his position as a member of the Company’s senior management team, his significant experience in acquiring and disposing of retail real estate and his familiarity with investors who may be interested in acquiring properties similar to those owned by the Company.

LOGO

DIRECTOR SINCE: 2024

AGE: 43

INDEPENDENT: NO

CYNTHIA FOSTER CURRY

President of U.S. Brokerage (Retired), Colliers International

Background: Ms. Foster Curry served as the Chief Revenue Officer of LEX-Markets, a commercial real estate marketplace that takes commercial buildings public through single-asset initial public offerings, from January 2021 to January 2022. Ms. Foster Curry served as President of U.S. Brokerage at Colliers International from January 2015 to January 2021. Prior to joining Colliers, Ms. Foster Curry served as Executive Managing Director at Cushman & Wakefield Inc. from June 2001 to January 2015. Ms. Foster Curry has served as an Independent Director and member of the Audit Committee of InPoint Commercial Real Estate Income, Inc., a diversified REIT, since October 2016, and as an Independent Director and member of the Audit Committee and Compensation Committee of Avison Young, a global real estate services firm, since March 2024. Ms. Foster Curry was formerly a Trustee of the Urban Land Institute. Ms. Foster Curry also serves as a member of the Board of Trustees of the Hospital for Special Surgery and the Museum for the City of New York. Ms. Foster Curry holds a Bachelor of Arts in the History of Science from Skidmore College and a Masters of Business Administration from Harvard University.

Qualifications: Ms. Foster Curry’s qualifications to serve on the Board include her extensive career in commercial real estate transactions, including brokerage, portfolio and large asset sales, financings, restructurings and mergers and acquisitions advisory roles, as well as her service on other public company boards.

LOGO

DIRECTOR SINCE: 2024

AGE: 62

INDEPENDENT: YES

COMMITTEES:

^• Audit

^• Compensation

^• Nominating and ESG (Chair)


SITE Centers Corp. ï 2025 Proxy Statement		7

DAVID R. LUKES

President and Chief Executive Officer, SITE Centers

President and Chief Executive Officer, Curbline Properties

Background: Mr. Lukes was named President and Chief Executive Officer of SITE Centers in March 2017. Mr. Lukes previously served as Chief Executive Officer of Equity One, 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 Seritage Realty Trust 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 Curbline Properties since 2024. Mr. Lukes also serves as President, Chief Executive Officer and Director of RVI, which previously owned and operated shopping centers located in the continental U.S. and is managed by SITE Centers. In 2022, RVI delisted from the New York Stock Exchange (“NYSE”), sold its last asset and filed a certificate of corporate dissolution. Furthermore, Mr. Lukes serves as a Director and member of the Strategy and Investment Committee 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. 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 NAREIT.

Qualifications: Mr. Lukes’ qualifications to serve on the Board include his position as a member of the Company’s senior management, his experiences as chief executive and director of other shopping center owners and operators, his familiarity with the REIT industry and his extensive expertise and experience in retail real estate development and operations.

LOGO

DIRECTOR SINCE: 2017

AGE: 55

INDEPENDENT: NO

DAWN M. SWEENEY

Chair of the Board, SITE Centers

Advisor and Principal, New England Consulting Group (marketing management consulting)

Background: Ms. Sweeney has served as an advisor and principal of the New England Consulting Group since 2020, focusing on the group’s restaurant and association practices. She has also served as a strategic partner with JLL since 2022 as part of the Non-Profit and Association practice group. Additionally, she serves as an Executive in Residence at The Georgetown University’s McDonough School of Business. Ms. Sweeney served as the President and Chief Executive Officer of the National Restaurant Association, the chief business and national trade association for the restaurant and foodservice industry, from 2007 until her retirement at the end of 2019. Since December 2024, Ms. Sweeney has served as an Independent Director and chair of the Governance and Compensation Committee of FLUENT Corp. (formerly known as Cansortium Inc.), a company listed on the Canadian Securities Exchange. Ms. Sweeney previously served as an Independent Director, chair of the Compensation, Nominating and Governance Committee and member of the Audit Committee of RIV Capital from September 2022 until its merger with FLUENT Corp. in December 2024. Ms. Sweeney also serves as chair of the board of directors of MedStar’s National Medical Rehabilitation Hospital and as a board member of The Arc Foundation, an organization devoted to advancing the rights and opportunities of individuals with development and intellectual disabilities. Ms. Sweeney earned a Bachelor of Science in Government from Colby College and a Masters of Business Administration in Marketing from The George Washington University.

Qualifications: Ms. Sweeney’s qualifications to serve on the Board include her extensive managerial experience and her success in building revenues, improving organizational culture and sustaining organizational growth. Additionally, she is recognized as a leader in the restaurant and foodservice industry.

LOGO

DIRECTOR SINCE: 2018

AGE: 65

INDEPENDENT: YES

COMMITTEES:

^• Audit

^• Compensation (Chair)

^• Nominating and ESG


8		SITE Centers Corp. ï 2025 Proxy Statement

Transactions with the Otto Family

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

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

Independent Directors

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

Director Qualifications and Review of Director Nominees

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

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

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


SITE Centers Corp. ï 2025 Proxy Statement		9

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

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

2024 Director Transition and Recruitment Process

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

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

Proxy Access

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

^•

have owned common shares equal to at least 3% of the aggregate of our issued and outstanding common 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 shareholders 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 shareholders (unless the date for the upcoming annual meeting of shareholders 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 may not exceed 20% of the number of Directors then in office but in no event shall such maximum number be less than two.


10		SITE Centers Corp. ï 2025 Proxy Statement

Majority Vote Standard

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


SITE Centers Corp. ï 2025 Proxy Statement		11

3. Board Governance

Board Leadership

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

^•

Ensure that our Board fulfills its oversight and governance responsibilities;

^•

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

^•

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

^•

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

^•

Assist the Nominating and ESG 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 shareholders if the President is unavailable; 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.

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

Meetings of Our Board

During the fiscal year ended December 31, 2024, our Board held six meetings and undertook twenty-six written actions. Each of our Directors attended at least 75% of the aggregate of (i) the number of meetings of the Board that were held during the period that such person served on the Board and (ii) the number of meetings of committees of the Board held during the period that such person served on such committee. As stated in our Corporate Governance Guidelines, all Directors are expected to attend the Annual Meeting. All of our then current Directors nominated for election virtually attended the Annual Meeting of Shareholders in May 2024. Our Board conducts and reviews its operations through a self-assessment process on an annual basis.

Meetings of Non-Management and Independent Directors

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


12		SITE Centers Corp. ï 2025 Proxy Statement

Committees of Our Board

During 2024, our Board had the committees described below. Our Board has approved the written charters of the Audit Committee, the Compensation Committee and the Nominating and ESG Committee, which, along with our Corporate Governance Guidelines, are posted on our website at www.sitecenters.com, under “Governance” in the “Investor Relations” section. Each of the Audit Committee, Compensation Committee and Nominating and ESG Committee conducts a self-evaluation and review of its charter annually and reports the results of these evaluations and reviews to our Board. The information contained on or accessible through our website is not incorporated by reference into this Proxy Statement, and you should not consider such information to be part of this Proxy Statement.


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; the assessment and management of enterprise risk; and management’s initiatives and practices with respect to information technology and cybersecurity. The Audit Committee also prepares the Audit Committee Report included in our annual proxy statement. Independence: All of the current members of the Audit Committee are, and each other member that served during 2024 was, 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 is, and each other member that served on the Audit Committee in 2024 was, an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K under the federal securities laws other than Ms. Abraham, who otherwise met audit committee financial literacy requirements. Meetings: The Audit Committee held seven meetings in 2024.		Members: ^• Mr. Boston (Chair) (commencing October 1, 2024) ^• Ms. Foster Curry (commencing October 1, 2024) ^• Ms. Sweeney ^• Ms. DeFlorio (through September 30, 2024) ^• Mr. Ahern (through September 30, 2024) ^• Ms. Abraham (through September 30, 2024)


Compensation Committee

Responsibilities: The Compensation Committee: reviews and approves compensation for the executive officers employed by the Company; reviews and recommends to our Board compensation for Directors; oversees the Company’s equity compensation and executive benefit plans; and reviews and discusses with management the Compensation Discussion and Analysis and produces the Compensation Committee Report in our annual proxy statement. Historically, the Compensation Committee has engaged a compensation consultant to assist in the design of the executive compensation program and the review of its effectiveness, as further described below under the caption “Compensation Discussion and Analysis.” 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: Our Board has determined that each current member of the Compensation Committee is, and each other member that served on the Compensation Committee during 2024 was, 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: The Compensation Committee held eight meetings and took written action on eight occasions in 2024.		Members: ^• Ms. Sweeney (Chair)

SEC Form DEF 14A filed by SITE Centers Corp.