SITC SITE Centers Corp

Security Ownership of Directors and Management

The following table sets forth certain information regarding the beneficial ownership of our common shares as of February 21, 2020, except as otherwise disclosed in the notes below, by (1) our Directors, (2) our named executive officers, and (3) our current executive officers and Directors, as a group. Except as otherwise described in the following notes, the following beneficial owners have sole voting power and sole investment power with respect to all common shares set forth opposite their respective names.

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Environmental, Social and Governance (“ESG”) Highlights

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

Recent Recognition

Environmental

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Social and Human Capital Management

Governance

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

Proposal Summary and Board Recommendation

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

RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis, compensation tables and related narratives and descriptions of our Proxy Statement for the 2020 Annual Meeting, is hereby APPROVED.

This advisory vote, commonly known as a “Say-on-Pay” vote, gives you the opportunity to express your views about the compensation we pay to our named executive officers, as described in this Proxy Statement. The Board believes that our executive compensation program is designed appropriately and working effectively to help ensure that we compensate our named executive officers for the achievement of annual and long-term performance goals which will enhance shareholder value. Before you vote, please review the sections captioned “Compensation Discussion and Analysis” and “Executive Compensation Tables and Related Disclosure” below. These sections describe our named executive officer pay programs and the rationale behind the decisions made by our Compensation Committee.

You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution. The result of the Say-on-Pay vote will not be binding on us or our Board; however, the Board values the views of our shareholders. The Board and Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions.

This non-binding advisory vote is currently scheduled to be conducted every year. The next Say-on-Pay vote is expected to take place at our 2021 Annual Meeting of Shareholders.

BOARD RECOMMENDATION:

“For” the Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

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

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

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Half of our Chief Executive Officer’s and, excluding Mr. Fennerty, 60% of our other named executive officers’ annual incentive award payout for 2019 was determined by reference to the Company’s performance with respect to two key quantifiable metrics: growth in same property net operating income (“Same Store NOI”) and operating funds from operations (“Operating FFO”). The remaining portion of these executives’ annual incentive award was tied to the Compensation Committee’s assessment of individual performance and the achievement of objectives for which the executive was individually responsible. For Mr. Fennerty, whose annual incentive compensation program was established early in 2019 at a time when he was not serving as an executive officer of the Company, his 2019 incentive award was determined entirely based on a subjective, discretionary assessment of his individual performance by the Compensation Committee. We believe you should vote “FOR” the 2019 compensation of our named executive officers because it was aligned with our actual 2019 performance and appropriately reflects key achievements resulting from their leadership.

5. Compensation Discussion and Analysis

Overview

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

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

Executive Summary

2019 Performance Highlights

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

We also took significant steps in 2019 to continue to improve the strength of our balance sheet and the quality of our portfolio. In October 2019 we sold approximately 13.2 million shares of our common stock for net proceeds of approximately $195 million ($14.76 per share). In November 2019, we used the proceeds from this offering to redeem all of our outstanding 6.50% Class J Cumulative Redeemable Preferred Shares having an aggregate liquidation preference of $200 million. In addition, in October 2019, we announced an agreement to sell our 15% stake in the DDRTC joint venture, comprised of twenty-one properties with population and household income demographics substantially below those of our consolidated portfolio, to our joint venture partner for net proceeds of approximately $143 million before giving effect to working capital adjustments in a transaction which closed in February 2020.

We believe that support for the execution of our strategy to date is evidenced by the performance of our common stock and feedback from the investment community. From December 14, 2017, the date on which the Company’s current management team commenced the implementation of its strategy with the announcement of its plan to spin off RVI, through close of trading on February 28, 2020, the total shareholder return on the Company’s common shares was 0.6% compared to a return of -5.9% for the FTSE NAREIT Shopping Center Index.

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Chief Financial Officer Transition and Employment Agreement

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

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

2019 Annual Incentive Compensation Program Overview

Our 2019 annual performance-based incentive compensation program for our named executive officers, excluding Mr. Fennerty, was adopted by the Committee in March 2019 and was based upon a combination of quantitative and qualitative performance measures. Half of our CEO’s and 60% of our other participating named executive officers’ annual incentive award for 2019 was linked to the Company’s performance during the year with respect to two key metrics: Same Store NOI growth and Operating FFO. The remainder of the annual incentive award determinations involved a qualitative assessment of each participating named executive officer’s performance, with particular consideration given to the achievement of pre-identified goals for which each participating executive was individually responsible.

Mr. Ostrower resigned his employment with us effective November 27, 2019 and therefore did not receive any annual incentive payment on account of his performance in 2019. In addition, in contrast to the program described above, Mr. Fennerty’s 2019 annual performance-based incentive compensation program was originally designed in early 2019, prior to his appointment as an executive officer, to involve a subjective, discretionary assessment of his individual performance and was not based on formulaic performance metrics or specific goal assessment. In consideration of the significant portion of the year which had elapsed prior to Mr. Fennerty’s promotion as our Chief Financial Officer in November 2019, the Committee determined to retain this original design, and the amount of Mr. Fennerty’s 2019 annual incentive compensation was determined by the Committee based on a subjective assessment of his performance for the year.

According to this design, and based on the achievements highlighted below, the Committee approved annual incentive payments to our named executive officers for 2019 at the following levels:

In accordance with their employment agreements, annual incentive payments were provided to Messrs. Lukes, Makinen and Fennerty in cash and to Ms. Vesy in a combination of cash and RSUs.

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Overview of 2019 Equity Grants and Performance-Based Equity Results

2019 Performance-Based RSU Awards. Pursuant to the terms of their employment agreements, on March 2, 2019, Messrs. Lukes, Makinen and Ostrower were granted 225,158, 75,053 and 75,053 performance-based RSUs having “target” values of $3 million, $1 million and $1 million, respectively, subject to a performance period beginning on March 1, 2019 and ending February 28, 2022. These performance-based RSUs (or “PRSUs”) become payable to the executives in shares of our common stock at the end of the performance period, if at all, based on the percentile rank of the total shareholder return (“TSR”) of the Company measured over the performance period as compared to the total shareholder return of a defined group of peer companies, subject generally to the executives’ continued employment with us. If our TSR does not exceed the 33^rd percentile of the peer group during the performance period, no shares will be earned by the participants at the conclusion of the performance period. Upon his departure from the Company, Mr. Ostrower forfeited this award. For more information about these awards, see “– 2019 Compensation Program – Performance-Based and Retention-Based Equity Grants” below.

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

Settlement of Certain 2017 Performance-Based Awards; Realized Pay. On March 1, 2017, in accordance with the terms of their employment agreements, the Company granted to each of Messrs. Lukes, Makinen and Ostrower performance shares having a performance period ending on February 28, 2018, performance-based RSUs having a performance period ending on February 28, 2019 and additional performance-based RSUs having a performance period ending on February 28, 2020. Based on the relative TSR of the Company during the 12-month period ended February 28, 2018, the 24-month period ending February 28, 2019 and the 36-month period ended February 28, 2020, no shares were earned by Messrs. Lukes, Makinen or Ostrower with respect to the one-year performance shares or the two-year and three-year performance-based RSUs having performance periods ending on those dates (the three-year performance based RSUs were forfeited by Mr. Ostrower upon his departure, but would not have paid out even if he had remained with the Company through the full performance period).

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

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

Investor Outreach

We proactively meet with our largest shareholders from time to time in order to discuss a variety of topics regarding the Company and to give these investors an opportunity to raise questions and provide our management team with feedback. Since January 1, 2019, we have held meetings with sixteen of our largest institutional investors who we believe collectively own, together with members of the Otto family, over 60% of our common shares as of December 31, 2019. Topics of discussion in these meetings often include executive compensation, the composition of our Board of Directors and other corporate governance matters. Based on the discussion of our executive compensation program at these meetings, we believe that these investors understand our executive compensation program and have a favorable view of the alignment of pay and performance created by the program’s significant use of performance-based equity. Based on these meetings, we are not aware of any significant shareholder concerns regarding our pay practices or executive compensation program.

Compensation Program Design

Compensation Philosophy and Objectives

Our primary executive compensation objectives are to:

Our compensation program rewards executives for not only delivering superior returns but also for reducing the risk profile of the Company, as well as for achieving financial and non-financial measures of performance that enhance long-term shareholder value. Our executives and the Board have intentionally avoided short-term decisions that might produce inflated short-term shareholder returns in favor of longer term strategies that provide sustainable growth opportunities and enhance net asset value.

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

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

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listing rules. The Committee has also considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, that could give rise to a potential conflict of interest with respect to Gressle & McGinley. Based on this review, the Committee is not aware of any conflict of interest that has been raised by the work performed by Gressle & McGinley.

Among other matters, in 2019 Gressle & McGinley assisted the Committee with its:

Consideration of 2019 Say-on-Pay Voting Results

At our 2019 Annual Meeting, we received nearly 99% approval, based on the total votes cast, for our annual advisory Say-on-Pay vote to approve the compensation of our named executive officers. The Committee considered this result in connection with its review of compensation policies and decisions in 2019. The Committee believes these voting results demonstrate significant, continuing support for our named executive officer compensation program, and the Committee chose not to make any substantial changes to the existing program for 2019 specifically in response to the 2019 Say-on-Pay voting results. The Committee will, however, continue to work with Gressle & McGinley to monitor changes in executive compensation to keep our executive compensation program aligned with best practices in our competitive market.

2019 Compensation Program

Base Salary Levels

We pay salaries to our named executive officers to provide them with a base level of income for services rendered. These base salaries are originally established at the time of the named executive officer’s first employment with us based on an analysis of the salaries paid to executives in comparable positions within our industry provided by Gressle & McGinley. Base salaries may be increased by the Committee from time to time, including at the time we extend or enter into new employment agreements with our named executive officers, based on market conditions and prior performance.

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

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Annual Incentive Compensation Design

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

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

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

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Annual Incentive Compensation Decisions

Based on actual performance in 2019 and the weightings assigned to each performance measure, the Committee determined that Mr. Lukes earned a weighted average score of 4.2 points under the 2019 incentive compensation program. Pursuant to the terms of his employment agreement, Mr. Lukes’ score entitled him to a 2019 incentive bonus of $1,445,000 (approximately 136% of his incentive award target) which was paid in cash.

The Committee determined that Mr. Makinen earned a weighted average score of 4.2 points under the 2019 incentive compensation program. Pursuant to the terms of his employment agreement, Mr. Makinen’s score entitled him to a 2019 incentive bonus of $650,000 (approximately 130% of his incentive award target) which was paid in cash.

Based on a discretionary evaluation of his performance, with significant input from our CEO, the Committee awarded Mr. Fennerty 2019 incentive compensation of $350,000, which amount was paid in cash.

The Committee determined that Ms. Vesy earned a weighted average score of 4.2 points under the 2019 incentive compensation program. Pursuant to the terms of her employment agreement, Mr. Vesy’s score entitled her to a 2019 incentive bonus of $492,480 (approximately 173% of her incentive award target), $243,200 of which amount was paid in cash and $249,280 of which amount was paid in RSUs. The number of RSUs granted to Ms. Vesy was calculated based on the value of our common shares as of the grant date and generally vests in three equal installments on the first three anniversaries of the grant date.

No annual incentive amount was paid to Mr. Ostrower on account of his resignation from the Company in November 2019.

With respect to the individualized, qualitative components of the named executive officers’ annual incentive compensation program (or, for Mr. Fennerty, his entire annual incentive compensation program), the Committee recognized the named executive officers’ collective contributions to strong 2019 operating results, the significant improvement in the Company’s balance sheet (including levels of secured indebtedness and preferred stock), the continued reduction of general and administrative expenses in order to better align with the Company’s reduced portfolio size, and higher fee revenues than expected due to successful execution of assets sales within the joint venture and RVI platforms. The Committee also considered the following individual achievements:

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Performance-Based and Retention-Based Equity Grants

2019 Performance-Based RSU Awards. Pursuant to the terms of their employment agreements, on March 2, 2019, Messrs. Lukes, Makinen and Ostrower were granted 225,158, 75,053 and 75,053 performance-based RSUs subject generally to a performance period beginning on March 1, 2019 and ending on February 28, 2022 and having “target” values of $3,000,000, $1,000,000 and $1,000,000, respectively. In the case of Messrs. Makinen and Ostrower, the target value of these awards was increased from $600,000 as set forth in their employment agreements to $1,000,000 following the Committee’s consideration of a report from Gressle & McGinley evidencing that the existing level of target annual compensation for these executives had fallen below the median compensation of comparable executives at eight of the Company’s direct shopping center REIT peers and a desire to provide these executives with a greater incentive to help the Company achieve its five-year strategic plan.

In the case of Messrs. Lukes and Makinen, these performance-based RSUs become payable to the executive at the end of the performance period, if at all, based on the percentile rank of the TSR of the Company (adjusted as described below) measured over the performance period as compared to the total shareholder return of a particular set of peer companies during such period as shown below (with straight-line interpolation between levels):

For these purposes, the peer companies consist of: Acadia Realty Trust, Brixmor Property Group Inc., Federal Realty Investment Trust, Kimco Realty Corporation, Kite Realty Group Trust, Ramco-Gershenson Properties Trust, Regency Centers Corporation, Retail Opportunity Investments Corp., Retail Properties of America, Inc., Urban Edge Properties, and Weingarten Realty Investors. These eleven entities were chosen because they were considered to be most similar to the Company in terms of the economic forces that impact their financial performance and the trading characteristics of their common stock. For purposes of determining TSR, dividends paid on the Company’s common stock during the performance period are deemed reinvested in additional shares of the Company’s common stock. In the event that the TSR of the Company during the performance period is negative, the number of performance-based RSUs earned by the executive will be reduced by one-third. The performance-based design of this award no longer applies for Mr. Ostrower, as he forfeited this award upon his departure from the Company.

2018 Performance-Based RSU Awards. Pursuant to the terms of their employment agreements, in March 2018, Messrs. Lukes, Makinen and Ostrower were granted performance-based RSUs substantially similar to the 2019 performance-based RSU awards described above, subject generally to a performance period beginning on March 1, 2018 and ending on February 28, 2021 and having “target” values of $3,000,000, $600,000 and $600,000, respectively. Although Mr. Ostrower forfeited this award upon his departure from the Company, these awards remain outstanding and unvested for Messrs. Lukes and Makinen as the applicable performance period has yet to be completed.

Settlement of Certain Performance-Based Awards. In early 2018, 2019 and 2020, attainment of the performance objectives was determined with respect to the performance share and performance-based RSU awards granted to Messrs. Lukes, Makinen and Ostrower in 2017 that were subject to a performance period beginning on March 1, 2017 and ending on each of February 28, 2018, February 28, 2019 and February 28, 2020, respectively (the “Completed Awards”). From 0% to 200% of each Completed Award could have been earned based on the percentile rank of the TSR of the Company (incorporating, as a result of equitable adjustments approved by the Committee in connection with the spin-off of RVI, dividend and share price performance of RVI, accounting for the distribution ratio for the spin-off) measured over the applicable performance period as compared to the total

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shareholder return of the same set of peer companies described above with respect to 2019 performance-based RSU awards, and using the same performance matrix as set forth above for such 2019 performance-based RSU awards. Based on relative TSR performance during the applicable performance periods, no portion of the Completed Awards was earned and no shares were received by Messrs. Lukes, Makinen and Ostrower with respect to these awards (the three-year performance based RSUs were forfeited by Mr. Ostrower upon his departure, but would not have paid out even if he had remained with the Company through the full performance period).

On February 28, 2021 and February 28, 2022, attainment of the performance objectives with respect to the performance-based RSUs granted to Messrs. Lukes and Makinen in March 2018 and March 2019, respectively, will be determined. If the performance period applicable to the performance-based RSUs granted in March 2018 and March 2019 had ended on February 28, 2020, 60% and 59%, respectively, of the target number of shares applicable to these awards would have been earned by Messrs. Lukes and Makinen thereunder based on our TSR relative to the peer companies through that date.

2019 Retention-Based RSUs. In February 2019, Messrs. Lukes, Makinen and Ostrower were granted 70,476, 20,403 and 20,403 time-based RSUs having grant date fair values of $950,016, $275,032 and $275,032, respectively. These one-time awards vest in substantially equal installments on the first three anniversaries of the grant date, subject generally to the executives’ continued employment with us. Following its consideration of a report received from Gressle & McGinley, the Committee concluded that these awards were necessary and appropriate to incentivize the core of our successful leadership team and to help us avoid losing them to other employment opportunities, especially in the light of the outsized reliance of the Company’s existing executive compensation program on performance-based equity (relative to the degree of utilization of performance-based equity in peer compensation programs). Despite the Committee granting this award, Mr. Ostrower forfeited all unvested performance-based and time-based equity, including these RSUs, upon his departure from the Company in November 2019 to pursue another opportunity. In retrospect, Mr. Ostrower’s departure confirms the need for and the advisability of our Committee in designing and granting these retention awards in early 2019.

Mr. Fennerty received a payout of 2,910 time-based RSUs in February 2019 having a grant date fair value of $39,227 as part of his 2018 annual incentive award earned based on 2018 performance. This award vests in substantially equal installments on the first three anniversaries of the grant date. In November 2019, Mr. Fennerty also received 19,342 RSUs having a grant date fair value of $268,854, which RSUs generally vest in equal installments on the second and third anniversaries of the grant date. These RSUs were provided due to negotiations between the Company and Mr. Fennerty regarding his promotion compensation package.

Ms. Vesy received a payout of 20,701 time-based RSUs in February 2019 having a grant date fair value of $306,009 as part of her 2018 annual incentive award earned on account of 2018 performance. This award generally vests in substantially equal installments on the first three anniversaries of the grant date.

More information concerning the terms of the employment agreements, including the equity compensation granted to the executives thereunder, is provided under the section entitled “Employment Agreements” in the “Executive Compensation Tables and Related Disclosure” section of this Proxy Statement.

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Status of Performance-Based Equity Grants

The table below summarizes the performance periods and payout, or projected payout, of the TSR-based performance equity awarded to Messrs. Lukes, Makinen and Ostrower in March 2017, March 2018 and March 2019 based on our total shareholder return as of February 28, 2020. For Mr. Lukes, the table also includes a comparison of the value included in the 2019 Summary Compensation Table for each of these awards to the value actually realized, or projected to be realized, by Mr. Lukes.

Other Benefits and Information

Perquisites and Fringe Benefits. The named executive officers received certain additional benefits during 2019. The Committee believes that these benefits are reasonable and consistent with its overall compensation program and better enable us to attract and retain superior executive talent.

For 2019, each of Messrs. Lukes, Makinen, Ostrower and Fennerty and Ms. Vesy were eligible for participation in health, life, disability and other insurance plans, sick leave, reasonable vacation time, and other customary fringe benefits generally on terms available to our other employees.

Pursuant to his employment agreement, 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, Ostrower and Fennerty are entitled to reimbursement (up to an aggregate maximum in any calendar year of $25,000 for Messrs. Lukes and Ostrower and $10,000 for Mr. Fennerty) for premiums for life, disability and/or similar insurance policies.

Retirement Benefits. We have established a tax qualified 401(k) plan for our employees pursuant to which we made semi-monthly matching contributions during 2019 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. Our named executive officers are entitled to participate in our Elective Deferred Compensation Plan. Pursuant to the Elective Deferred Compensation Plan, certain of our officers can defer up to 100% of their base salaries and annual cash performance-based incentives, less applicable taxes and authorized benefits deductions. The Elective Deferred Compensation Plan is a nonqualified plan and is an

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unsecured, general obligation of the Company, and we have established and funded a “rabbi” trust to satisfy our payment obligations under this plan. The Company provides a matching contribution to any participant who defers compensation into the 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 the 401(k) plan and the Elective Deferred Compensation Plan, combined, and (2) the actual employer matching contribution provided under the 401(k) plan. Earnings on a participant’s deferred account are based on the results of the investment options available in the plan that are selected by the participant. Settlement is generally made in cash at a date determined by the participant at the time a deferral election is made. Messrs. Lukes, Makinen and Ostrower elected to defer a portion of their 2019 total annual cash compensation pursuant to the Elective Deferred Compensation Plan. For more information on the value of annual cash compensation deferred by the named executive officers in 2019, please refer to the 2019 Summary Compensation Table and the 2019 Nonqualified Deferred Compensation Table below.

Equity Deferred Compensation Plan. Pursuant to the Equity Deferred Compensation Plan, certain of our officers, including the named executive officers, have the right to defer the receipt of RSUs earned under any equity compensation plan. The value of a participant’s deferrals is converted into units, based on the market value of our common shares at the time of the deferral, so that each unit is equivalent in value to one common share. We have established and funded a “rabbi” trust, which holds our common shares, to satisfy our payment obligations under this plan. Common shares equal to the number of units credited to the participants’ accounts under this plan are placed in the rabbi trust. In the event of our insolvency, the assets of the rabbi trust are available to general creditors. Settlement of units is generally made in our common shares at a date determined by the participant at the time a deferral election is made. None of our named executive officers elected to defer 2019 service-based RSUs pursuant to the Equity Deferred Compensation Plan.

Stock Ownership Guidelines

Under our stock ownership guidelines, each named executive officer must own common shares or common share equivalents with an aggregate market value of no less than the applicable multiple of such officer’s annual base salary for the immediately preceding year. For the Chief Executive Officer, the multiple is five times his annual base salary; for the Chief Operating Officer and Chief Financial Officer, the multiple is three times his annual base salary; and for all other executive officers, the multiple is one times his/her annual base salary. Our Board established these particular levels of stock ownership for our named executive officers because we want to have the interests of our named executive officers aligned with the investment interests of our shareholders.

Such minimum share ownership requirement must be satisfied (1) initially, by no later than the fifth anniversary of the first March 31st following the date such officer receives his or her first grant as a named executive officer, and then (2) on each anniversary of March 31st thereafter. To that end, and unless otherwise approved by the Nominating and Corporate Governance Committee, each named executive officer is required to retain 50% of the common shares or common share equivalents of the Company acquired through grants from the Company as part of compensation until such time as the minimum share ownership requirement is satisfied. RSUs and shares deferred into our Equity Deferred Compensation Plan constitute common share equivalents and count toward satisfying the stock ownership guidelines. As of February 29, 2020, all of our continuing named executive officers were in compliance with the stock ownership guidelines.

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) pledging Company stock as collateral for a loan or (2) using Company stock in hedging transactions, such as “cashless” collars, forward sales, equity swaps and similar arrangements because the Board determined that such a policy is in the best interests of the Company and our shareholders. Currently, all Directors, executive officers and, to our knowledge, other covered employees are in compliance with the Company’s policy.

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Tax and Accounting Implications

The Company made an election to qualify as a REIT under the Internal Revenue Code, and as such generally will not be subject to federal income tax. Thus, the deduction limit for compensation paid to certain covered employees, provided under Section 162(m) of the Internal Revenue Code of 1986, as amended, was generally not material to the design and structure of our named executive officer compensation program for 2019.

Compensation-Related Risk Analysis

The Committee has overall responsibility for overseeing the risks relating to compensation policies and practices affecting senior management. The Committee uses its consultant, Gressle & McGinley, to independently consider and analyze the extent, if any, to which our compensation policies and practices might create risks for the Company, and this review also focuses on variable and incentive compensation elements, as well as policies and practices that could mitigate or balance any such incentives.

After conducting this review, including most recently in early 2020, the Committee has determined that none of our compensation policies and practices create any risks that are reasonably likely to have a material adverse effect on the Company. In making this determination, the Committee considered that a significant portion of total executive compensation in recent years has been comprised of time-based RSUs that vest over several years and long-term performance-based RSUs whose vesting is based on both relative and absolute shareholder return over a multi-year period. The Committee believes that these equity award structures and the corresponding vesting conditions encourage actions and behaviors that increase long-term shareholder value rather than short-term risk taking. In addition, annual incentive compensation awarded to our executive officers is typically based on a combination of quantitative and qualitative performance metrics, thereby reducing the likelihood that our executives are overly focused on any single metric that might encourage risky behavior.

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6. Executive Compensation Tables and Related Disclosure

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