PROXY STATEMENT SUMMARY
2023 Executive Compensation
The table below summarizes 2023 compensation awarded or paid to our named executive officers as reported in the 2023 Summary Compensation Table included in this Proxy Statement. Our Compensation Committee typically establishes both quantitative and qualitative performance metrics governing our annual incentive compensation program in the first quarter of each year. In March 2023, the Compensation Committee established our 2023 annual incentive compensation program.
The 2023 annual compensation program included both a quantitative performance metric, namely Operating FFO, and subjectively-evaluated qualitative performance metrics. The quantitative metric comprised 50% of the program’s overall assessment of executive performance. The remaining 50% of the annual incentive award program involved a qualitative assessment of each named executive officer’s individual performance.
Based on the Compensation Committee’s evaluation in early 2024 of executive performance during 2023, including the Company’s achievements outlined in “2023 Performance Highlights” above, Messrs. Lukes (President and CEO), Conor M. Fennerty (Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”)) and John M. Cattonar (EVP and Chief Investment Officer (“CIO”)) and Ms. Christa A. Vesy (former EVP and Chief Accounting Officer (“CAO”)) were awarded 2023 incentive compensation payouts of $2,250,000, $900,000, $750,000 and $510,000, respectively, which represented the maximum amount of the annual incentive award opportunities provided for under their employment agreements in effect at the end of 2023. All executives received their 2023 incentive compensation payments in cash.
Of the approximately $6.7 million total compensation reported for Mr. Lukes in the 2023 Summary Compensation Table, approximately $2.6 million consisted of the grant date fair value of an annual award of performance-based RSUs, which become payable, if at all, based on the percentile rank of the Company’s total shareholder return (“TSR”) measured over a three-year period relative to an identified group of peer companies.
For more details on 2023 executive compensation, including factors considered by our Compensation Committee in evaluating the qualitative elements of the 2023 annual incentive compensation program, see the “Compensation Discussion and Analysis” section beginning on page 28 of this Proxy Statement and the 2023 Summary Compensation Table on page 41 of this Proxy Statement.
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NAMED
EXECUTIVE
OFFICER |
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POSITION |
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SALARY |
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BONUS |
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STOCK
AWARDS |
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NON-EQUITY
INCENTIVE PLAN
COMPENSATION |
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ALL OTHER
COMPENSATION |
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TOTAL |
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| David R. Lukes |
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President and CEO |
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$ |
900,000 |
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$0 |
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$3,550,043 |
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$ |
2,250,000 |
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$40,607 |
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$ |
6,740,650 |
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| Conor M. Fennerty |
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EVP and CFO |
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$ |
575,000 |
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$0 |
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$1,902,419 |
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$ |
900,000 |
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$18,930 |
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$ |
3,396,349 |
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| John M. Cattonar |
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EVP and CIO |
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$ |
475,000 |
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$0 |
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$1,458,668 |
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$ |
750,000 |
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$12,399 |
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$ |
2,696,067 |
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| Christa A. Vesy |
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Former EVP and
CAO |
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$ |
425,000 |
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$0 |
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$ 177,532 |
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$ |
510,000 |
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$12,744 |
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$ |
1,125,276 |
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Historical Say-on-Pay Voting Results
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Shareholders have continued to show strong support for our executive compensation programs with approximately 95%, 97% and 94% of votes cast for the approval of the “say-on-pay” proposals at our 2021, 2022 and 2023 Annual Meetings of Shareholders, respectively. |
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SITE Centers Corp. ï 2024 Proxy Statement |
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| DAWN M. SWEENEY 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 in 2019. Since September 2022, Ms. Sweeney has served as an Independent Director, chair of the compensation, nominating and governance committee and member of the audit committee of Riv Capital, a company listed on the Canadian Securities Exchange. Ms. Sweeney also serves as chair of the board of directors of MedStar’s National Medical Rehabilitation Hospital. 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 as well as her recognition as a leader in the restaurant and foodservice industry. |
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DIRECTOR SINCE: 2018 AGE: 64 INDEPENDENT: YES COMMITTEES: • Audit • Compensation |
Transactions with the Otto Family
In 2009, we entered into a stock purchase agreement with Mr. Alexander Otto pursuant to which 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 has 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 owns more than 7.5% of our outstanding common shares as of the record date for the applicable meeting of shareholders, our Board will nominate one person recommended by the Otto Family who is suitable to us to become a member of our Board.
As of March 15, 2024, the record date for the Annual Meeting, to our knowledge the Otto Family beneficially owned approximately 13.4% of our outstanding common shares. In accordance with the investor rights agreement, the Otto Family has proposed, and our Board has nominated, Mr. Otto for election at the Annual Meeting.
Independent Directors
Our Board has affirmatively determined that all Directors who served during 2023 (except for Mr. Lukes) were, and all Directors nominated by the Board for election in 2024 (except for Mr. Lukes) are, independent within the meaning of the rules of the New York Stock Exchange (“NYSE”) and, as applicable, the rules of the Securities and Exchange Commission (“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
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| SITE Centers Corp. ï 2024 Proxy Statement |
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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 that a candidate must have to be recommended to our Board. However, in determining qualifications for new Directors, the Nominating and ESG Committee considers those guidelines described above. The Nominating and ESG Committee will consider a pool of potential Board candidates established from recommendations from shareholders and third parties, including management and current Directors, as well as pursuant to the investor rights agreement described above under the caption “Transactions with the Otto Family.” The Nominating and ESG Committee may, in its discretion, retain a search consultant to supplement the pool of potential Board candidates considered for nomination.
Our Code of Regulations sets forth the requirements with respect to the nomination of candidates for Director by shareholders.
Proxy Access
Our Code of Regulations provides proxy access pursuant to which a shareholder or group of up to 20 shareholders satisfying specified eligibility requirements may include Director nominees in our proxy materials for annual meetings. To be eligible to use proxy access, such shareholders must, among other requirements:
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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; |
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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 |
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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.
Majority Vote Standard
Consistent with best corporate governance practices, the Articles of Incorporation provide for a majority vote standard in uncontested elections and a plurality vote standard in contested elections of Directors. An election of Directors is contested when the number of nominees for election as a Director exceeds the number of Directors to be elected. Under a majority vote standard, each vote is specifically counted “For” or “Against” the Director 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.
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SITE Centers Corp. ï 2024 Proxy Statement |
Directors’ Deferred Compensation Plan
Non-employee Directors have the right to defer the receipt of all or a portion of their fees pursuant to our Directors’ Deferred Compensation Plan. Our Directors’ Deferred Compensation Plan is an unsecured, general obligation of the Company. Participants’ contributions are converted to units, based on the market value of our common shares on the date of contribution, so that each unit is the economic equivalent of one common share but without voting rights. Settlement of units is made in cash, common shares or a combination of both (as permitted by the plan administrators) at a date determined by the participant at the time a deferral election is made. Prior to settlement, each unit earns dividend equivalents in an amount equal to any dividends paid on our common shares during the deferral period. We have established a “rabbi” trust, which holds our common shares, to satisfy our payment obligations under the plan. Common shares equal to the number of units credited to participants’ accounts under the plan are contributed to the rabbi trust. In the event of our insolvency, the assets of the rabbi trust are available to general creditors of the Company. As of December 31, 2023, the following Directors hold units in our Directors’ Deferred Compensation Plan:
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| DIRECTOR NAME |
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NUMBER OF UNITS UNDER THE DIRECTORS’ DEFERRED COMPENSATION PLAN |
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VALUE OF UNITS ($)(1) |
| Linda B. Abraham |
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46,697 |
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636,488 |
| Terrance R. Ahern |
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77,797 |
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1,060,384 |
| Victor B. MacFarlane |
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76,651 |
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1,044,766 |
| Dawn M. Sweeney |
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77,374 |
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1,054,608 |
| (1) |
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Based on the closing price of our common shares on December 29, 2023, the last trading day of the year, of $13.63. |
In preparation for the spin-off of Curbline Properties, the Company currently contemplates that the Directors’ Deferred Compensation Plan will be terminated, with remaining account balances paid out to participants.
Director Stock Ownership Guidelines
Each non-employee Director must own common shares or common share equivalents with an aggregate market value of no less than five times the cash portion of the annual retainer paid to a Director (in other words, $300,000 worth of shares). This ownership requirement generally must be met no later than the fifth anniversary of the date restricted shares or common shares comprising a component of the Director’s compensation are first granted to the Director, and on each December 31st thereafter. Our Board established this particular level of stock ownership for our non-employee Directors in order to align the interests of our non-employee Directors with the investment interests of our shareholders. To this end, and unless otherwise approved by the Nominating and ESG Committee, each non-employee Director is required to retain at least 50% of the common shares and common share equivalents received by the Director as compensation until such time as the minimum share ownership requirement has been satisfied. Common share units acquired by Directors under our deferred compensation plans constitute common share equivalents and count toward satisfying the stock ownership guidelines. All Directors were in compliance with the Director stock ownership guidelines as of December 31, 2023.
Insider Trading Policy
The Company has adopted a Policy on Insider Trading (the “Insider Trading Policy”) governing the purchase, sale or other disposition of the Company’s securities by directors, officers, employees and certain of their related persons in order to promote compliance with insider trading laws, rules and regulations. In general, the Insider Trading Policy prohibits trading in Company securities, or in the securities of any other publicly-held company, by the Company’s directors, officers, employees and certain of their related persons at any time when they are in possession of material nonpublic information regarding the issuer of such securities. To help prevent violations of insider trading rules, the Insider Trading Policy requires all directors and officers at or above the level of senior vice president or an equivalent position to pre-clear all transactions in Company securities (and the adoption, amendment or termination of any 10b5-1 trading plan) with the Company’s general counsel or corporate compliance officer. The Insider Trading Policy also imposes quarterly trading blackout periods which commence at the end of each fiscal quarter or year and expire at the close of business on the first business day following the release of financial results for such period.
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| SITE Centers Corp. ï 2024 Proxy Statement |
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4. Proposal Two: Authorization of the Board to Effect, in its Discretion, a Reverse Stock Split of the Company’s Common Shares and Adoption of a Corresponding Amendment to the Articles of Incorporation
Proposal Summary and Board Recommendation
We are asking our shareholders to (i) authorize the Board to effect, in its discretion prior to the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”), a reverse stock split of the outstanding common shares of the Company, as well as those held in treasury, at a ratio in the range of not less than 1-for-2 and not greater than 1-for-10 and (ii) adopt a corresponding amendment to our Articles of Incorporation to effect the reverse stock split, reduce proportionately the total number of common shares that the Company is authorized to issue and reduce proportionally the stated capital of the Company, subject to the Board’s authority to abandon such reverse stock split and amendment.
If the shareholders approve this Proposal Two, the Board will effect the reverse stock split and cause the corresponding amendment to our Articles of Incorporation to be filed with the Secretary of State of the State of Ohio only if the Board determines that the reverse stock split is in the best interests of the Company and its shareholders. The Board may determine in its discretion not to effect the reverse stock split and not to file the amendment. Should the Board proceed with the reverse stock split, the exact ratio shall be set at a whole number within the above range as determined by the Board in its sole discretion.
BOARD RECOMMENDATION:
“FOR” THE AUTHORIZATION OF THE BOARD TO EFFECT, IN ITS DISCRETION, A REVERSE STOCK SPLIT OF
THE COMPANY’S COMMON SHARES AND THE ADOPTION OF A CORRESPONDING AMENDMENT TO THE ARTICLES OF INCORPORATION
Purposes of the Reverse Stock Split
The Company has announced its intent to spin off certain of its assets as Curbline Properties, a separate publicly-traded company. In connection with the spin-off of Curbline Properties, the Board expects that the Company’s market capitalization and, therefore, the trading price of the Company’s common shares, will decrease in proportion to Curbline Properties’ enterprise value. This decrease may be significant. A significantly decreased per share trading price could make the Company’s common shares less marketable or liquid, because investors may be less interested in trading securities with smaller values. Moreover, many institutional investors and investment funds may be reluctant to invest–or, in some cases, prohibited from investing–in lower-priced securities.
In the event that the Company does not consummate the spin-off, the Board believes that the Company could still experience benefits from the reverse stock split because the reverse stock split within the approved range would still be expected to increase the market price of our common shares and improve their marketability and liquidity. However, there can be no assurance that the Company will effect the reverse stock split, before or after the consummation of the spin-off, if consummated at all, or that the reverse stock split will result in the benefits discussed or any other benefits.
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SITE Centers Corp. ï 2024 Proxy Statement |
Determination of the Reverse Stock Split Ratio
The ratio of the reverse stock split, if approved and implemented, will be a ratio of not less than 1-for-2 and not greater than 1-for-10, with an exact ratio to be determined by the Board at a later date. The Board believes that shareholder adoption of a range of reverse stock split ratios (as opposed to adoption of a single reverse stock split ratio or a set of fixed ratios) provides maximum flexibility to achieve the purposes of a reverse stock split and, therefore, is in the best interests of the Company. In determining a ratio following the receipt of shareholder adoption, the Board (or any authorized committee of the Board) may consider, among other things, factors such as:
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the historical trading price and trading volume of our common shares and the anticipated impact of the reverse stock split on the trading market for our common shares; |
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the anticipated impact of the spin-off of Curbline Properties on the trading price, trading volume and market capitalization of our common shares; |
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the number of our common shares outstanding; |
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the ability to continue to list our common shares on the NYSE and |
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the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs and prevailing market and economic conditions. |
Board Discretion to Implement or Abandon the Reverse Stock Split
If this Proposal Two is approved by shareholders and the Board determines to implement the reverse stock split, the Company will communicate to the public, prior to the effective date of the reverse stock split, detailed information regarding the reverse stock split including the specific ratio selected by the Board. The Board reserves the right to elect not to proceed with the reverse stock split if it determines, in its sole discretion, that it would not be in the best interests of the Company or its shareholders. The Board may make such a determination if the Company abandons the spin-off of Curbline Properties or for other reasons.
Impact of the Reverse Stock Split
The reverse stock split would affect all of the Company’s common shareholders uniformly and would not affect any common shareholder’s percentage ownership interests or proportionate voting power, except to the extent that the reverse stock split could result in any of the Company’s common shareholders receiving cash in lieu of fractional shares, as described below. Furthermore, certain conversion ratios applicable to other securities issued by the Company, as well as exercise prices of, metrics for and amounts of common shares reserved in connection with equity and non-equity awards to the Company’s employees, will be adjusted to reflect the reverse stock split. Common shareholders who hold small amounts or odd lots of common shares as a result of the reverse stock split may encounter increased costs or other difficulties in selling such shares. The reverse stock split will not affect our obligations to file reports with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”). The reverse stock split is not intended as, and will not have the effect of, a “going private transaction” within the meaning of Rule 13e-3 under the Exchange Act. Following the reverse stock split, we expect that our common shares will continue to be listed on the NYSE under the symbol “SITC” and trade under a new CUSIP number.
Certain Risk Factors Associated with the Reverse Stock Split
We Cannot Assure You of How the Proposed Reverse Stock Split and the Related Curbline Properties Spin-Off Will Impact the Market for Our Common Shares
We expect that the reverse stock split will increase the per share trading price of our common shares. However, the effect of the reverse stock split on the per share trading price of our common shares cannot be predicted with certainty, and the history of reverse stock splits for other companies is varied, particularly since some investors may view a reverse stock split or the spin-off of Curbline Properties negatively. It is possible that the per share trading price of our common shares after the reverse stock split will not increase in the same proportion as the reduction in the number of our outstanding common shares following the reverse stock split, we will not accurately anticipate decreases in trading price that result from the Curbline Properties spin-off or the reverse stock split will not result in a per share trading price that will be attractive to investors. In addition, although we believe the reverse stock split may enhance the marketability of our common shares to
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| SITE Centers Corp. ï 2024 Proxy Statement |
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certain potential investors and help to offset trading price decreases anticipated as a result of the Curbline Properties spin-off, we cannot assure you that, if implemented, our common shares will be more attractive to investors. Even if we implement the reverse stock split, the per share trading price of our common shares may decrease, including beyond Curbline Properties’ enterprise value, due to factors unrelated to the reverse stock split, including our future performance and the spin-off. A decrease in share price beyond what we anticipate could result in a decrease in our and Curbline Properties’ aggregate market capitalization.
The Proposed Reverse Stock Split May Decrease the Liquidity of Our Common Shares
If the reverse stock split does not impact the market for our common shares as we anticipate, it may not achieve the desired results of increasing liquidity and marketability of our common shares. For instance, the liquidity of our common shares may be negatively impacted by the reverse stock split, given the reduced number of shares that would be outstanding after the reverse stock split, particularly if the per share trading price does not increase as anticipated.
Practical Considerations
Common shareholders will not receive fractional shares in connection with the reverse stock split. Instead, the Company’s transfer agent will aggregate all fractional shares that would otherwise be issued in the reverse stock split into whole common shares and sell them on behalf of shareholders in the open market, when, how and through which broker-dealers as determined in its sole discretion without any influence by the Company, at prevailing market prices, and distribute the net proceeds pro rata to each shareholder who would otherwise have been entitled to receive a fractional share in the reverse stock split. Shareholders will not be entitled to any interest on the amount of payment made in lieu of a fractional share. Furthermore, ownership of fractional interests will not give holders any voting, dividend or other right, except the right to receive the cash payment. This cash payment may be subject to applicable U.S. federal, state and local income tax. If a holder’s common shares are held in multiple accounts, such shares may not be aggregated for determining such holder’s cash payment in lieu of fractional shares. If you hold our common shares in multiple accounts, you may wish to consolidate your holdings into one account to maximize the common shares that you will hold after the effective date of the reverse stock split. Common shares held in registered form (that is, stock held by you in your own name in our share register records maintained by our transfer agent) and common shares held in “street name” (that is, common shares held by you through a bank, broker or other nominee) for the same investor will be considered held in separate accounts and will not be aggregated when calculating post-reverse stock split holdings and cash payments in lieu of fractional shares. Furthermore, banks, brokers or other nominees may apply their own specific procedures for processing the reverse stock split. If you hold our common shares through an account or other arrangement with a bank, broker or other nominee, and if you have any questions in this regard, we encourage you to contact your nominee.
Shareholders should be aware that, under the escheat laws of the various jurisdictions where shareholders reside, where the Company is domiciled and where funds will be deposited, sums due for fractional shares that are not timely claimed may be required to be paid to the designated agent for each such jurisdiction. Thereafter, shareholders otherwise entitled to receive such funds may have to obtain them directly from the jurisdictions to which they were paid.
The Company will provide a letter of transmittal and/or other documentation in connection with any consummation of the reverse stock split. The letter of transmittal and/or other documentation will provide instructions and other information with respect to the reverse stock split, including the specific ratio selected by the Board, procedures for exchanging stock certificates, shares held in registered book-entry form and shares held on behalf of beneficial owners by a bank, broker or other nominee.
Accounting Consequences
The par value per share of our common shares will remain unchanged at $0.10 per share after the reverse stock split. As a result, on the effective date of the reverse stock split, the stated capital attributable to our common shares will be reduced proportionately, based on the reverse stock split ratio, from its present amount, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Our common shares held in treasury will also be reduced proportionately based on the reverse stock split ratio. After the reverse stock split, net income or loss per share, and other per share amounts will be increased because there will be fewer of our common shares outstanding. In subsequent financial statements and other financial disclosures, net income or loss per share and other per share amounts
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SITE Centers Corp. ï 2024 Proxy Statement |
for periods ending before the reverse stock split will be recast to give retroactive effect to the reverse stock split. We do not anticipate that any other material accounting consequences will arise as a result of the reverse stock split.
No Dissenters’ Rights
Under Ohio law, our shareholders would not be entitled to dissenters’ rights or rights of appraisal in connection with the implementation of the reverse stock split, and we will not independently provide our shareholders with any such rights.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of our common shares and equity awards granted to them.
Procedure for Effecting Reverse Stock Split
If the common shareholders approve this Proposal Two and the Board decides to implement the reverse stock split, the reverse stock split will become effective at the time and on the date of the filing of, or at such later time as is specified in, the corresponding amendment to our Articles of Incorporation. The amendment will set forth the number of our outstanding common shares to be combined into one common share within the limits set forth in this Proposal Two. Beginning on the effective date of the reverse stock split, each certificate representing pre-reverse stock split common shares or book-entry statement reflecting such shares will immediately be deemed for all corporate purposes to evidence ownership of post-reverse stock split common shares based on the ratio within the approved range determined by the Board.
The actual text of the proposed revisions to ARTICLE FOURTH of our Articles of Incorporation, marked with deletions indicated by strike-throughs and underlining to indicate additions, is attached to this Proxy Statement as Annex A. The text of the proposed revisions in Annex A is, however, subject to change to reflect the exact ratio for the reverse stock split and any changes that may be required by the office of the Secretary of State of the State of Ohio or that the Board may determine to be necessary or advisable ultimately to comply with applicable law and to effect the reverse stock split. The amendment to our Articles of Incorporation will become effective upon its filing with the Secretary of State of the State of Ohio, subject to shareholder approval of this Proposal Two and the discretion of the Board.
Approval of this management proposal will require the affirmative vote of the holders of a majority of the outstanding common shares of the Company. Shares represented by properly delivered proxies will be voted at the meeting in accordance with the shareholders’ instructions. In the absence of specific instructions, the shares will be voted FOR this management proposal. Abstentions and broker non-votes will have the same effect as votes cast against the proposal.
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| SITE Centers Corp. ï 2024 Proxy Statement |
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5. Proposal Three: 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 Exchange Act, 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 2024 Annual Meeting of Shareholders, is hereby APPROVED.
This advisory vote, commonly known as a “Say-on-Pay” vote, gives you the opportunity to express your views about the compensation we pay to our named executive officers, as described in this Proxy Statement. The Board believes that our executive compensation program is designed appropriately and working effectively to help ensure that we compensate our named executive officers for the achievement of annual and long-term performance goals which will enhance shareholder value. Before you vote, please review the sections captioned “Compensation Discussion and Analysis” and “Executive Compensation Tables and Related Disclosure” below. These sections describe our named executive officer pay programs and the rationale behind the decisions made by our Compensation Committee.
You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution. The result of the Say-on-Pay vote will not be binding on us or our Board; however, the Board values the views of our shareholders. The Board and Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions.
This non-binding advisory vote is currently scheduled to be conducted every year. The next Say-on-Pay vote is expected to take place at our 2025 Annual Meeting.
BOARD RECOMMENDATION:
“FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
We believe that you should vote “FOR” the approval, on a non-binding, advisory basis, of our named executive officer compensation, which, as described more fully under the section captioned “Compensation Discussion and Analysis,” we have designed to have strong links to operating and financial performance. At-risk elements such as annual incentives and long-term equity incentives comprise a significant portion of our overall executive remuneration. For these incentive plans, we establish performance metrics and objectives so that the level of compensation received appropriately corresponds to the level of performance achieved. In addition, the vesting requirements of service-based RSU awards are designed to encourage the retention of our named executive officers and ownership that results in business decisions that build long-term shareholder value and thus stock price appreciation.
In March 2023, our Compensation Committee determined that 50% of our named executive officers’ annual incentive award payout for 2023 would be determined by reference to the Company’s performance with respect to Operating FFO and that the remaining 50% of these executives’ annual incentive award payout for 2023 would be tied to the Compensation Committee’s qualitative assessment of individual performance and the achievement of objectives for which the executive was individually responsible. We believe you should vote “FOR” the 2023 compensation of our named executive officers because it was aligned with our actual 2023 performance and appropriately reflects key achievements resulting from their leadership.
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6. Compensation Discussion and Analysis
Overview
In this section of the Proxy Statement, we explain our compensation arrangements with our executive officers and provide a review of decisions made with respect to the Company’s 2023 executive compensation program. Our goal in this section is to present a comprehensive picture, 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 and the other executive officers named in the “2023 Summary Compensation Table” below. We refer to the executive officers included in that table, namely Mr. Lukes (our President and CEO), Mr. Fennerty (our EVP and CFO), Mr. Cattonar (our EVP and CIO) and Ms. Vesy (our former EVP and CAO), as our “named executive officers”. Ms. Vesy resigned from the Company on March 8, 2024.
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
2023 Performance Highlights
The Company produced strong operating results in 2023 and continued to take advantage of favorable leasing conditions that emerged following the COVID-19 pandemic driven by an increase in demand from retailers and limited new supply in the markets where the Company operates. Population movements to affluent suburbs in which the Company’s properties are located, hybrid work environments and retailers’ efforts to pursue omnichannel distribution to customers through a combination of in-store shopping, curbside pickup and ship-from-store collectively contributed to elevated leasing activity and rent growth across the Company’s portfolio, including with respect to space vacated by tenant fallout from 2023 bankruptcies. During 2023, the Company signed new leases and renewals aggregating approximately 3.3 million square feet of GLA at the Company’s share. As a result of this leasing activity, the Company had executed leases at December 31, 2023 representing approximately $14.2 million of annual base rent on a pro rata basis for which tenants’ obligations to pay rent had not yet commenced, which future rent commencements will contribute to operating results in 2024 and beyond.
The Company also took important steps in 2023 in pursuit of its strategy to invest in convenience properties positioned on the curbline of well-trafficked intersections that offer enhanced opportunities for cash flow growth due to reduced operating capital expenditure requirements and their depth and mix of leasing prospects. In particular, the Company sold 22 shopping centers for $966.6 million ($876.9 million at the Company’s share) and acquired 12 convenience properties for an aggregate price of approximately $165.1 million at the Company’s share. This transaction activity facilitated the Company’s announcement in October 2023 of plans to spin off Curbline Properties, the Company’s portfolio of convenience assets, on or around October 1, 2024. Curbline Properties is expected to be the first publicly-traded REIT exclusively focused on the convenience property sector. As part of the Company’s announcement of its plans to form Curbline Properties, the Company also disclosed that it had obtained a commitment from affiliates of Apollo, including ATLAS SP Partners, to provide a $1.1 billion mortgage facility that is expected to be funded prior to the spin-off of Curbline Properties for the purpose of repaying all of the Company’s unsecured debt, including all outstanding public notes. As further described below, the Company’s anticipated pursuit of this strategy in 2023 was a substantial factor considered by the Committee in designing the named executive officers’ 2023 annual incentive compensation opportunities.
2023 Annual Incentive Compensation Program Overview
Our 2023 annual performance-based incentive compensation program for our named executive officers was adopted by the Committee in March 2023 and was based upon a combination of quantitative and qualitative performance measures. The Committee determined that 50% of our named executive officers’ annual incentive awards for 2023 would be linked to the Company’s performance during the year with respect to Operating FFO with the remaining 50% of the annual incentive award determination to be based on a qualitative assessment of each named executive officer’s performance with particular consideration given to the achievement of pre-identified goals for which each executive was individually responsible.
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As further described below, the quantitative component of our 2023 annual incentive compensation program differed from the quantitative approach utilized in recent years’ annual incentive compensation programs due to the Company’s expected pursuit in 2023 of a strategy focused on unanchored convenience real estate and preparation for the spin-off of Curbline Properties. These changes were specifically designed to provide the Committee with sufficient control and flexibility to award levels of incentive pay commensurate with the executives’ actual performance in 2023.
According to this design and based on the achievements highlighted above and discussed in further detail below, the Committee approved annual incentive payouts to Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy for 2023 in the amounts of $2,250,000, $900,000, $750,000 and $510,000, respectively, which represented the maximum level of the annual incentive award opportunities provided in their employment agreements.
Mr. Lukes elected to receive his annual incentive payout entirely in cash (as opposed to in RSUs at a 20% increase) as permitted by his employment agreement. In accordance with their employment agreements, annual incentives were paid to Messrs. Fennerty and Cattonar and Ms. Vesy in cash.
New Employment Agreements with Certain Named Executive Officers
The Committee continues to believe that fixed-term employment agreements are appropriate for our executives because they give the Company the opportunity toward the end of the contract term to reconsider the composition of its leadership team, evaluate the Company’s executive compensation program against its peers, align the structure of the Company’s executive compensation program with its current strategy and promote executive retention through new grants of long-term equity.
In September 2023, the Company entered into new employment agreements with Messrs. Fennerty and Cattonar in order to replace their prior employment agreements which were scheduled to expire in February 2024 and May 2024, respectively. The new employment agreements for these executives expire in September 2026 and contain compensation structures which are generally consistent with the compensation structures set forth in their prior employment agreements and with the compensation structure set forth in our Chief Executive Officer’s September 2020 employment agreement.
The employment agreements with our named executive officers are generally designed to balance three essential objectives:
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retain our executives, who we believe are best positioned to lead our Company; |
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incentivize our executives to deliver superior returns to our shareholders through the achievement of key financial and operational goals; and |
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help ensure that the cost of our compensation program is reasonable from our shareholders’ perspectives. |
More information concerning the terms of our employment agreements with our named executive officers, including the Committee’s consideration during 2023 of the terms of our new compensation arrangements with Messrs. Fennerty and Cattonar, is provided in the section below entitled “Compensation Program Design – New Employment Agreements with Certain Named Executive Officers” and in the section of this Proxy Statement entitled “Executive Compensation Tables and Related Disclosure – Employment Agreements”.
Overview of 2023 Equity Grants and Performance-Based Equity Results
Service-Based RSUs Awarded in Connection with the Execution of New Employment Agreements. Each of Messrs. Fennerty and Cattonar received an award of 74,187 service-based RSUs in September 2023 in connection with the execution of his new employment agreement. Both of these awards generally vest 10%, 10%, 10%, 10% and 60% on each of the first five anniversaries of the grant date, in order to promote retention of such officers, and had a value at inception of approximately $1,000,000.
Annual Service-Based RSU Awards. Pursuant to the terms of their employment agreements, on February 22, 2023, Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy were granted 72,915, 18,231, 9,117 and 3,648 service-based RSUs having a value of approximately $1 million, $250,000, $125,000 and $50,000, respectively, which grants will generally vest in substantially equal installments on each of the first three anniversaries of the grant date.
2023 Performance-Based RSU Awards. Pursuant to the terms of their employment agreements, on March 1, 2023, Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy were also granted 147,373, 36,843, 18,422 and 7,369 performance-based RSUs having “target” values of approximately $2 million, $500,000, $250,000 and $100,000, respectively, subject to a three-year
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performance period beginning on March 1, 2023 and ending February 28, 2026. These performance-based RSUs (or “PRSUs”) become payable to the executives in common shares after the end of the performance period, if at all, based on the percentile rank of the Company’s TSR measured over the performance period as compared to the TSR of a defined group of peer companies, subject generally to the executives’ continued employment with us, and in general can be earned from 0% to 200% of target levels.
Settlement of 2020 CEO and CFO Performance-Based RSU Awards. On March 1, 2020, in accordance with the terms of their prior employment agreements, the Company granted Messrs. Lukes and Fennerty PRSUs having a performance period ending on February 28, 2023 and target values (excluding accrued dividends) of approximately $3 million and $225,000, respectively. As further described below, based on the Company’s relative TSR during the three-year period ended February 28, 2023, these awards paid out at the maximum level in March 2023, and Messrs. Lukes and Fennerty received 520,520 common shares and 39,039 common shares (which included payment for accrued dividends), respectively, having a market value of approximately $6,959,357 and $521,957, respectively, based on the closing price of the Company’s common shares on February 28, 2023. Mr. Cattonar and Ms. Vesy did not participate in similar awards during this performance period under their employment agreements.
Ms. Vesy resigned from the Company on March 8, 2024. For more information about the impact of this resignation on Ms. Vesy’s compensation, including the various equity awards described throughout the compensation-related sections of this Proxy Statement, please see our disclosure below under “Executive Compensation Tables and Related Disclosure – Potential Payments Upon Termination or Change in Control.”
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, 2023, we have held meetings with 15 of our largest 25 largest institutional investors who we believe collectively own, together with members of the Otto Family, over 53% of our common shares as of December 31, 2023. 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:
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attract, retain and motivate executives who are capable of advancing our strategy and ultimately maintain and grow our long-term equity value; |
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reward executives on an annual basis in a manner aligned with our financial performance, organizational objectives and their individual goals; |
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retain and align the management team’s long-term interests with our shareholders’ through long-term service-based and performance-based equity participation and ownership; and |
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help ensure that the cost of the compensation program is reasonable to shareholders. |
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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values at that time between $2.7 billion and $11.9 billion (compared to the Company’s enterprise value at that time of approximately $4.9 billion)). The Committee then determined annual target cash, equity and total compensation levels for each officer based on the comparative compensation data and the Committee’s evaluation of the officer’s level of experience, responsibilities within the Company and expected contribution to the execution of the Company’s new strategy. The Committee also took into consideration the executives’ location in New York City. The Committee set Mr. Fennerty’s annual target cash, equity and total compensation levels at $1,200,000, $1,050,000 and $2,250,000, representing the 91st, 37th and 55th percentiles, respectively, of the comparator group. The Committee set Mr. Cattonar’s annual target cash, equity and total compensation levels at $1,000,000, $950,000 and $1,950,000, representing the 50th, 14th and 24th percentiles, respectively, of the comparator group.
The new employment agreements did not increase the base salary or target level of annual cash incentive pay for Messrs. Fennerty or Cattonar from the levels set for them by the Committee in January 2023 ($600,000 and $600,000, respectively, for Mr. Fennerty and $500,000 and $500,000, respectively, for Mr. Cattonar). However, the new employment agreements did increase the levels of service-based and performance-based equity compensation to be granted to Messrs. Fennerty and Cattonar in order to incentivize their performance and to align their interests with those of shareholders with respect to the creation of value through the execution of the Company’s convenience real estate-focused strategy. The Committee awarded $1,000,000 of service-based RSUs to each of Messrs. Fennerty and Cattonar upon the execution of their new employment agreements, vesting over five years (10% on each of the first four anniversaries and 60% on the fifth anniversary), to help promote retention, and provided an expectation of annual service-based and performance-based RSU grants ($250,000 and $600,000, respectively, for Mr. Fennerty, and $150,000 and $600,000, respectively, for Mr. Cattonar). More information concerning the terms of our employment agreements with our named executive officers 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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Annual Incentive Compensation Decisions
With respect to the 2023 incentive compensation program’s quantitative metric, which comprised 50% of each named executive officer’s overall assessment of 2023 performance, the Company achieved 2023 Operating FFO of $1.18 per share (as compared to the performance range of $1.10 to $1.16 per share). With respect to the qualitative components of the 2023 annual incentive compensation program, the Committee recognized the named executive officers’ collective contributions to 2023 operating results and also considered the following individual achievements in determining each executive’s score with respect to their individual objectives:
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For Mr. Lukes: leadership in formulating a strategy to create shareholder value through the planned spin-off of the Company’s convenience properties into the first publicly-traded REIT focused on that subsector; leadership in consummating an elevated level of property dispositions at favorable pricing in order to launch the announcement of the Company’s convenience spin-off strategy; achieving a portfolio “high-water” leased rate of 95.9% at March 31, 2023; and reduction of the Company’s general and administrative expense levels in order to better align its cost structure with the size and needs of the organization. |
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For Mr. Fennerty: effective and transparent investor communication strategy with respect to the announcement of the Company’s convenience spin-off strategy which contributed to the relative outperformance of the Company’s common stock price subsequent to the announcement; analyzing and formulating optimal capital structures for the Company and Curbline Properties following consummation of the spin-off, including obtaining a lender commitment to provide a $1.1 billion mortgage facility with loan proceeds to be used to repay all of the Company’s unsecured indebtedness prior to the spin-off date; closing a $380.6 million ($76.1 million at the Company’s share) refinancing of the mortgage loan supporting the Company’s DTP joint venture and a $100 million mortgage loan secured by Nassau Park Pavilion; leadership of the Company’s ESG reporting steering committee; and continued management of lender and rating agency relationships. |
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For Mr. Cattonar: continued development and use of personal relationships to optimize execution with respect to the sale of 22 shopping centers in 2023 for $966.6 million ($876.9 million at the Company’s share); and building local relationships in target markets in order to source attractive acquisitions for the Company’s convenience strategy, including the acquisition of 12 shopping centers in 2023 for an aggregate price of approximately $165.1 million. |
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For Ms. Vesy: effectively managed financial reporting obligations for the Company; helped to achieve general and administrative expense savings through a restructuring of the accounting department and the commencement of the Company’s transition to a new enterprise resource planning software solution; and leadership in the process of preparing carve-out financial statements for the convenience properties to be included in the Curbline Properties spin-off portfolio, including convenience parcels to be separated from existing Company properties. |
Based on Operating FFO results and qualitative assessments, the Committee determined that each named executive officer had achieved the maximum overall level of performance under the 2023 incentive compensation program (in other words, 5 points in the scoring system described above) thereby entitling Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy to 2023 incentive payments of $2,250,000, $900,000, $750,000 and $510,000, respectively, which represented the maximum incentive award opportunity under their respective employment agreements.
In lieu of cash, Mr. Lukes’ employment agreement entitles him to elect to receive all or a portion his annual incentive compensation in the form of RSUs subject to a ratable three-year vesting schedule and a 20% increase. In October 2023, Mr. Lukes informed the Company of his election to receive his 2023 annual incentive compensation payout entirely in the form of cash. In accordance with their employment agreements, annual incentive payments were provided to Messrs. Fennerty and Cattonar and Ms. Vesy in cash.
Retention-Based and Performance-Based Equity Grants and Results
Service-Based RSUs Awarded in Connection with the Execution of New Employment Agreements. Each of Messrs. Fennerty and Cattonar received an award of 74,187 service-based RSUs in September 2023 in connection with the execution of his new employment agreement. Both of these awards generally vest 10%, 10%, 10%, 10% and 60% on each of the first five anniversaries of the grant date, in order to promote retention of such officers, and had a value at inception of approximately $1,000,000. Dividend equivalents credited with respect to these RSUs will be paid in cash on a current basis.
Annual Service-Based RSU Awards. Pursuant to the terms of their employment agreements, on February 22, 2023, Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy were granted 72,915, 18,231, 9,117 and 3,648 service-based RSUs having a value of approximately $1 million, $250,000, $125,000 and $50,000, respectively, which grants will generally vest in substantially
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equal installments on each of the first three anniversaries of the grant date and dividend equivalents credited with respect to these RSUs will be paid in cash on a current basis.
2023 Performance-Based RSU Awards. Pursuant to the terms of their employment agreements, on March 1, 2023, Messrs. Lukes, Fennerty and Cattonar and Ms. Vesy were granted 147,373, 36,843, 18,422 and 7,369 PRSUs, respectively, subject generally to a performance period beginning on March 1, 2023 and ending on February 28, 2026 and having “target” values of approximately $2,000,000, $500,000, $250,000 and $100,000, respectively (excluding accrued dividends). These PRSUs become payable to the executives at the end of the performance period, if at all, based on the percentile rank of the TSR of the Company 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):
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| PERFORMANCE LEVEL |
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RELATIVE TSR |
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PERCENTAGE EARNED |
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Below 33rd percentile |
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0% |
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33rd percentile |
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50% |
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55th percentile |
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100% |
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70th percentile or above |
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200% |
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, Phillips Edison & Company Inc., Regency Centers Corporation, Retail Opportunity Investments Corp., RPT Realty, Saul Centers Inc., Tanger Factory Outlet Centers, Urban Edge Properties and Urstadt Biddle Properties. These 13 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 shares during the performance period are deemed reinvested in additional common shares of the Company. In accordance with the terms of the PRSU awards, Urstadt Biddle Properties and RPT Realty were eliminated from the list of peer companies when they were acquired in August 2023 and January 2024, respectively.
Settlement of 2020 CEO and CFO Performance-Based RSU Award. On March 1, 2020, in accordance with the terms of their prior employment agreements, the Company granted Messrs. Lukes and Fennerty PRSUs having a performance period ending on February 28, 2023 and a target value (excluding accrued dividends) of approximately $3 million and $225,000, respectively. The potential payouts for these PRSUs based on relative TSR achievement utilized the same scale as described above for the 2023 PRSUs. Based on the Company’s relative TSR during the three-year period ended February 28, 2023, this award paid out at the maximum level in March 2023, and Messrs. Lukes and Fennerty received 520,520 and 39,039 common shares (which included payment for accrued dividends) having a market value of $6,959,357 and $521,957, respectively, based on the closing price of the Company’s common shares on February 28, 2023. Neither Mr. Cattonar nor Ms. Vesy participated in these PRSU awards.
More information concerning the terms of the employment agreements, including the equity compensation granted to the executives thereunder, is provided in the sections of this Proxy Statement below entitled “Executive Compensation Tables and Related Disclosure—Employment Agreements”.
Other Benefits and Information
Employment Agreements. As discussed above, we have entered into employment agreements with each of our continuing named executive officers that have a substantial impact on their compensation. We were also a party to an employment agreement with Ms. Vesy during her employment. Information concerning the terms of these employment agreements with our named executive officers is provided in the section of this Proxy Statement entitled “Executive Compensation Tables and Related Disclosure – Employment Agreements”.
Perquisites and Fringe Benefits. The named executive officers received certain additional benefits during 2023. 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 2023, each of Messrs. Lukes, Fennerty and Cattonar 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.
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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 and Fennerty are entitled to reimbursement (up to an aggregate maximum in any calendar year of $25,000 for Mr. Lukes and $10,000 for Mr. Fennerty) for premiums for life, disability and/or similar insurance policies.
Retirement Benefits. We have established a customary tax qualified 401(k) plan for our employees pursuant to which we made semi-monthly matching contributions during 2023 equal to 50% of each participant’s contribution, up to 6% of the sum of his or her base salary plus annual cash performance-based incentive, not to exceed 3% of the sum of the participant’s base salary plus annual cash performance-based incentive, subject to Internal Revenue Code limits.
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 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 (which are similar to the investment options available under our 401(k) plan). Settlement is generally made in cash at a date determined by the participant at the time a deferral election is made. None of our named executive officers elected to defer any portion of their 2023 cash compensation pursuant to the Elective Deferred Compensation Plan. For more information, please refer to the 2023 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 2023 service-based RSUs pursuant to the Equity Deferred Compensation Plan. In preparation for the spin-off of Curbline Properties, the Company currently contemplates that the Equity Deferred Compensation Plan will be terminated, with remaining account balances paid out to participants.
Stock Ownership Guidelines
Under our stock ownership guidelines, each continuing 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 CEO, the multiple is five times his annual base salary; for the CFO, 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 the interests of our named executive officers to be 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 ESG 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 28, 2024, all of our continuing named executive officers were in compliance with the stock ownership guidelines.
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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 applicable requirements of the Company’s policy.
Executive Compensation Clawback Policy
As required pursuant to the listing standards of the NYSE, Section 10D of the Exchange Act, and Rule 10D-1 under the Exchange Act, the Board adopted a Clawback Policy (the “Clawback Policy”), effective on October 2, 2023, which provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures.
In general, the Company may utilize a broad range of recoupment methods under the Clawback Policy for mandatory accounting restatement clawbacks. The Clawback Policy does not condition such clawback on the fault of the executive officer, but the Company is not required to clawback amounts in limited circumstances where the Committee has made a determination that recovery would be impracticable and (1) the Company has already attempted to recover such amounts but the direct expense paid to a third party in an effort to enforce the Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would likely cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code of 1986, as amended, and applicable regulations. Operation of the mandatory accounting restatement provisions of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement.
During the effectiveness of the Clawback Policy, the Company has not been required to prepare a restatement of its financial results that required recovery of erroneously-awarded compensation to covered officers pursuant to the Clawback Policy. There are no balances currently outstanding from prior applications of the Clawback Policy.
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 2024, 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 service-based RSUs that vest over several years and long-term PRSUs whose vesting is based on relative 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 subject to a cap and is 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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| (2) |
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A “Change in Control” generally occurs if: (a) there is a consummation of a consolidation or merger in which we are not the surviving corporation, the sale of substantially all of our assets, or the liquidation or dissolution of the Company; (b) any person or other entity (subject to certain exceptions) purchases our shares (or securities convertible into our shares) pursuant to a tender or exchange offer without the prior consent of the Board, or becomes the beneficial owner of 30% or more of the voting power of our outstanding securities without the prior consent of the Board; or (c) during any two-year period, we experience a turnover of a majority of the Directors on our Board (subject to certain exceptions for replacement Directors approved by at least two-thirds of the Directors serving at the beginning of such period, but specifically excluding certain replacement Directors elected in connection with an election or proxy contest). |
CEO Pay Ratio
For 2023, the ratio of the annual total compensation of Mr. Lukes, our CEO (“CEO Compensation”), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries (other than Mr. Lukes) (“Median Annual Compensation”) was approximately 57 to 1. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below.
For purposes of this pay ratio disclosure, CEO Compensation was $6,767,973. CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Lukes under the “2023 Summary Compensation Table” for 2023 and also includes the Company’s contributions to group health and welfare benefits provided to Mr. Lukes.
For purposes of this pay ratio disclosure, Median Annual Compensation was $119,739, and was calculated by totaling for our Median Employee all applicable elements of compensation for 2023 in accordance with Item 402(c)(2)(x) of Regulation S-K plus the Company’s contributions to group health and welfare benefits provided to the Median Employee.
We refer to the employee who received the Median Annual Compensation as the “Median Employee.” Due to changes in the composition of our workforce during 2023, we identified a new Median Employee for purposes of calculating our CEO pay ratio for 2023 rather than using the Median Employee utilized to calculate our CEO pay ratio for 2022. To identify the Median Employee, we first measured compensation for the period beginning on January 1, 2023 and ending on November 30, 2023 for 223 employees, representing all full-time, part-time, seasonal and temporary employees of the Company and its consolidated subsidiaries as of December 1, 2023 (the “Determination Date”). This number does not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. This number also does not exclude any non-U.S. employees and does not exclude any employees of businesses acquired by us or combined with us. The compensation measurement was calculated by totaling, for each employee, cash compensation (except as described in the next sentence), including regular pay (wages and salary), all variants of overtime, tax gross-up earnings related to awards, dividend equivalent payments, car allowances, short-term disability payments, and all variants of bonus payments. Specifically excluded from the calculation were the value of equity and equity-based awards, equity deferred compensation, deferred equity distributions, option exercises, deferred equity dividend earnings, taxable fringe benefits for executive long-term disability, and sign-on bonuses. Further, we did not utilize any statistical sampling or cost-of-living adjustments for purposes of this pay ratio disclosure. A portion of our employee workforce (full-time and part-time) identified above worked for less than the full fiscal year due to commencing employment after January 1, 2023. In determining the Median Employee, we annualized the total compensation for such individuals (but avoided creating full-time equivalencies) based on reasonable assumptions and estimates relating to our employee compensation program.
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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Audit Committee has a policy for the pre-approval of all audit and permissible non-audit services provided by the Company’s independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee pre-approves specifically described audit and permissible non-audit services, and periodically grants general pre-approval of categories of audit and permissible non-audit services up to specified cost thresholds. Any services exceeding pre-approved cost levels must be specifically pre-approved by the Audit Committee. All of the services rendered by PricewaterhouseCoopers LLP under the categories “Audit-related fees,” “Tax fees,” and “All other fees” described above were pre-approved by the Audit Committee.
Auditor Independence
The Audit Committee believes that the non-audit services provided by PricewaterhouseCoopers LLP are compatible with maintaining PricewaterhouseCoopers LLP’s independence.
Audit Committee Report
In accordance with its written charter adopted by the Board, the Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. The Audit Committee meets at least quarterly to review quarterly or annual financial information prior to its release and inclusion in SEC filings. As part of each meeting, the Audit Committee has the opportunity to meet independently with management and our independent registered public accounting firm.
In discharging its oversight responsibility as to the audit process, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, has discussed with the independent registered public accounting firm any relationships that may impact its objectivity and independence, and has satisfied itself as to the independent registered public accounting firm’s independence.
The Audit Committee reviewed and discussed with the independent registered public accounting firm all matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
The Audit Committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2023, with management and the independent registered public accounting firm. Management has the responsibility for the preparation of the Company’s financial statements, and the independent registered public accounting firm has the responsibility for the examination of those statements.
Based on the above-described review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.
Audit Committee
Jane E. DeFlorio, Chair
Linda B. Abraham
Terrance R. Ahern
Dawn M. Sweeney
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9. Corporate Governance and Other Matters
Codes of Ethics
Code of Ethics for Senior Financial Officers
We have a Code of Ethics for Senior Financial Officers that applies to the senior financial officers of the Company, including, among others, the CEO, CFO, CAO, Controller, Treasurer, and Chief Internal Auditor (collectively, our “senior financial officers”). Among other matters, this code requires our senior financial officers to:
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Act with honesty and integrity and ethically handle all actual or apparent conflicts of interest between personal and professional relationships; |
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Endeavor to provide information that is full, fair, accurate, timely and understandable in all reports and documents that we file with, or submit to, the SEC and other public filings or communications we make; |
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Endeavor to comply faithfully with all laws, rules and regulations of federal, state and local governments and all applicable private or public regulatory agencies as well as all applicable professional codes of conduct; |
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Not knowingly or recklessly misrepresent material facts or allow their independent judgment to be compromised; |
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Not use for personal advantage confidential information acquired in the course of their employment; |
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Proactively promote ethical behavior among peers and subordinates in the workplace; and |
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Promptly report any violation or suspected violation of this code in accordance with our Reporting and Non-Retaliation Policy and, if appropriate, directly to the Audit Committee. |
Only the Audit Committee or our Board, including a majority of the independent Directors, may waive any provision of this code with respect to a senior financial officer. Any such waiver or any amendment to this code will be promptly disclosed on our website or in a Current Report on Form 8-K, as required by applicable rules or regulations. This code is posted on our website, www.sitecenters.com, under “Governance” in the “Investors” section.
Code of Business Conduct and Ethics
We also have a Code of Business Conduct and Ethics that addresses our commitment to honesty, integrity and the ethical behavior of our employees, officers and Directors. This code governs the actions and working relationships of our employees, officers and Directors with tenants, vendors, contractors, fellow employees, competitors, government and regulatory agencies and officials, potential or actual joint venture partners, third-party consultants, investors, the public, the media and anyone else with whom we may conduct business. Employees are required to review and acknowledge our Code of Business Conduct and Ethics on a periodic basis in connection with their completion of certain compliance training modules. Only our Board or the Nominating and ESG Committee may waive any provision of this code with respect to an officer or Director. Any such waiver or any amendment to this code will be promptly disclosed on our website or in a Current Report on Form 8-K, as required by applicable rules or regulations. The Company’s Corporate Compliance Officer may waive any provision of this code with respect to all other employees. This code is posted on our website, www.sitecenters.com, under “Governance” in the “Investors” section.
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Reporting and Non-Retaliation Policy
We are committed to honesty, integrity and ethical behavior and have adopted a Reporting and Non-Retaliation Policy. The purpose of the policy is to encourage all employees to disclose any alleged wrongdoing that may adversely impact us, our tenants, shareholders, fellow employees, investors, or the public at large without fear of retaliation. The policy sets forth procedures for the reporting by employees and interested third parties of alleged financial (including auditing, accounting, and internal control matters) and non-financial wrongdoing on a confidential and anonymous basis, and a process for investigating such reported acts of alleged wrongdoing and retaliation. Reports concerning alleged wrongdoing may be made directly to our Corporate Compliance Officer, our Audit Committee Chair, or to NAVEX Global, an independent third-party service retained on our behalf. An inquiry or investigation is then initiated by the Corporate Compliance Officer or the Audit Committee Chair. The results of all investigations concerning wrongdoing are reviewed quarterly by the Corporate Compliance Officer and the Chair of the Audit Committee. Reports of all material matters are reported to our Board by the Chair of the Audit Committee and the Corporate Compliance Officer in a timely manner and, in no event, less than once per year. This policy is posted on our website, www.sitecenters.com, under “Governance” in the “Investor Relations” section.
Related-Party Transactions
We have a written policy regarding the review and approval of related-party transactions. A proposed transaction between us and certain parties enumerated in the policy must be submitted to our General Counsel or Corporate Compliance Officer. The relationship of the parties and the terms of the proposed transaction, among other things, are reviewed by our General Counsel or Corporate Compliance Officer to determine if the proposed transaction would constitute a material related-party transaction, in which case it is reported to the Nominating and ESG Committee prior to its approval. The Nominating and ESG Committee will then determine whether the transaction requires its approval. All material related-party transactions, whether or not those transactions must be disclosed under federal securities laws, are subject to prior approval by our Nominating and ESG Committee pursuant to the policy.
Engagement of Marsh USA LLC for Insurance Brokerage Services
In preparation for the renewal of the Company’s property insurance and general liability insurance coverages on January 1, 2024, the Company requested proposals from several insurance brokerage firms and held related meetings during 2023. Following these interviews, the Company selected Marsh USA LLC, an affiliate of Marsh & McLennan Cos. (“Marsh”), to serve as its broker for the placement of its property and liability coverages based on Marsh’s proposed strategy for the Company’s renewal and its reputation within the real estate industry. The brother-in-law of our Chief Financial Officer is an employee of Marsh. In connection with the placement of the Company’s property and liability insurance policies on January 1, 2024, the Company indirectly paid Marsh approximately $1,135,000 in brokerage commissions in January 2024. The Company has been advised that Marsh paid our Chief Financial Officer’s brother-in-law a one-time bonus of approximately $179,625 in connection with the Company’s engagement of Marsh.
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Security Ownership of Certain Beneficial Owners
The following table sets forth certain information regarding the beneficial ownership of our common shares as of February 21, 2024, except as otherwise disclosed in the notes below, by each person who is known by us to own beneficially more than 5% of our outstanding common shares based on a review of filings with the SEC. 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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| MORE THAN 5% OWNERS |
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AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF COMMON SHARES |
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PERCENTAGE OWNERSHIP (%)(6) |
| Blackrock, Inc. |
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35,084,454 |
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16.8 |
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| The Vanguard Group, Inc. |
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30,339,767 |
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14.5 |
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| Alexander Otto |
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19,612,747 |
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9.4 |
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| FMR LLC |
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16,699,390 |
(4) |
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8.0 |
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| State Street Corporation |
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11,984,263 |
(5) |
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5.7 |
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According to a report on Schedule 13G/A filed with the SEC on January 22, 2024 by BlackRock, Inc., BlackRock, Inc. is the beneficial owner of 35,084,454 common shares and has sole voting power over 33,009,147 common shares and sole dispositive power over 35,084,454 common shares. The address for this reporting person is 50 Hudson Yards, New York, New York 10001. |
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According to a report on Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group, Inc., The Vanguard Group, Inc. is the beneficial owner of 30,339,767 common shares and has sole voting power over 0 common shares, shared voting power over 293,007 common shares, sole dispositive power over 29,843,443 common shares and shared dispositive power over 496,324 common shares. The address for this reporting person is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. |
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According to a Form 4 filed with the SEC on February 20, 2024 and Schedule 13D/A filed with the SEC on November 17, 2022, Alexander Otto was the beneficial owner of, and had sole voting and sole dispositive power over, 19,612,747 common shares. The address for this reporting persons is c/o David A. Brown, Alston & Bird LLP, 950 F Street, N.W., Washington, DC 20004. |
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According to a report on Schedule 13G filed with the SEC on February 9, 2024 by FMR LLC and Abigail P. Johnson, FMR LLC is the beneficial owner of, and has sole dispositive power over, 16,699,390 common shares and has sole voting power over 15,972,948 common shares. According to the report, members of Ms. Johnson’s family may be deemed to form a controlling group with respect to FMR LLC under the Investment Company Act of 1940. The address for FMR LLC and Ms. Johnson is 245 Summer Street, Boston, Massachusetts 02210. |
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According to a report on Schedule 13G/A filed with the SEC on January 29, 2024 by State Street Corporation, State Street Corporation is the beneficial owner of 11,984,263 common shares and has sole voting power over 0 common shares, shared voting power over 9,510,275 common shares, sole dispositive power over 0 common shares and shared dispositive power over 11,965,263 common shares. The address for this reporting person is State Street Financial Center, One Congress Street, Suite 1, Boston MA 02114-2016. |
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Percentages are calculated based on 209,357,377 of our common shares outstanding as of February 21, 2024. |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our Directors, executive officers, and owners of more than 10% of a registered class of our equity securities, to file with the SEC and the NYSE initial reports of ownership and reports of changes in ownership of our common shares and other equity securities. Executive officers, Directors and owners of more than 10% of our common shares are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a).
To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2023, all officers, Directors, and greater than 10% beneficial owners filed the required reports on a timely basis.
Shareholder Proposals for 2025 Annual Meeting of Shareholders
In order to be included in the Company’s proxy statement for the 2025 Annual Meeting, a shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act must be received in writing by our Secretary at 3300 Enterprise Parkway, Beachwood, Ohio 44122 no later than December [2], 2024, assuming the 2025 Annual Meeting is not advanced or delayed by more than 30 calendar days from the date of the first anniversary of the 2024 Annual Meeting, and otherwise comply with all requirements of the SEC for shareholder proposals.
If an eligible shareholder, or a group of up to 20 eligible shareholders, desires to have a Director nomination included in the Company’s proxy statement for the 2025 Annual Meeting, such nomination shall conform to the applicable requirements in
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the Company’s Code of Regulations and any applicable regulations of the SEC concerning the submission and content of Director nominations for inclusion in the Company’s proxy statement, and must be received by our Secretary at 3300 Enterprise Parkway, Beachwood, Ohio 44122 no earlier than November [2], 2024 and no later than December [2], 2024, assuming the 2025 Annual Meeting is not advanced more than 30 calendar days and not delayed by more than 60 calendar days of the date of the first anniversary of the 2024 Annual Meeting.
In addition, the Company’s Code of Regulations provides that any shareholder who desires to make a Director nomination or a proposal of other business at an annual meeting without including the nomination or proposal in the Company’s proxy statement must give timely written notice of the proposal to the Company’s Secretary. To be timely, the notice must be delivered to the above address not less than 120 calendar days prior to the first anniversary of the date on which the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting of shareholders. In the event the annual meeting is advanced or delayed by more than 30 calendar days of the date of the anniversary of the preceding year’s annual meeting, the notice must be received not later than the close of business on the later of the 90th 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. Therefore, to be timely, any such proposal or nomination for the 2025 Annual Meeting must be received no later than December [2], 2024. The notice must also provide certain information required by the Company’s Code of Regulations.
In addition to satisfying the requirements under the Company’s Code of Regulations, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of Director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act (including a statement that such shareholder intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote on the election of Directors in support of Director nominees other than the Company’s) no later than March [9], 2025. If the date of the 2025 Annual Meeting is changed by more than 30 calendar days from the anniversary of the Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2025 Annual Meeting or the tenth calendar day following the day on which public announcement of the date of the 2025 Annual Meeting is first made by the Company. As to any proposal that a shareholder intends to present to shareholders other than by inclusion in our proxy statement for the 2025 Annual Meeting, the proxies named in management’s proxy for that meeting will be entitled to exercise their discretionary voting authority on that proposal unless we receive notice of the matter to be proposed not later than February 15, 2025. Even if proper notice is received on or prior to February 15, 2025, the proxies named in our proxy for that meeting may nevertheless exercise their discretionary authority with respect to such matter by advising shareholders of that proposal and how they intend to exercise their discretion to vote on such matter, unless the shareholder making the proposal solicits proxies with respect to the proposal to the extent required by Rule 14a-4(c)(2) under the Exchange Act.
Householding
The SEC permits a single set of annual reports and Proxy Statements to be sent to any household at which two or more shareholders reside if they appear to be members of the same family. Each shareholder continues to receive a separate Proxy Card. This procedure, referred to as householding, reduces the volume of duplicate information shareholders receive and reduces mailing and printing costs. A number of brokerage firms have instituted householding. Only one copy of this Proxy Statement and the accompanying annual report will be sent to certain beneficial shareholders who share a single address, unless any shareholder residing at that address gave contrary instructions.
If any beneficial shareholder residing at such an address desires at this time or in the future to receive a separate copy of this Proxy Statement and the accompanying annual report or if any such shareholder who currently receives a separate Proxy Statement and annual report and would like to receive only a single set in the future, the shareholder should provide such instructions to us by calling Conor Fennerty, Chief Financial Officer, at (216) 755-5500, or by writing to SITE Centers Corp., Attn. Investor Relations, at 3300 Enterprise Parkway, Beachwood, Ohio 44122.
Other Matters
Shareholders and other interested parties may send written communications to our Board or the non-management Directors as a group by mailing them to our Board, c/o Corporate Secretary, SITE Centers Corp., 3300 Enterprise Parkway, Beachwood, Ohio 44122. All communications will be forwarded to our Board or the non-management Directors as a group, as applicable.
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10. Frequently Asked Questions
Why did you send me this Proxy Statement?
The Company sent you this Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders, 2023 Annual Report, which includes our financial statements, and Proxy Card because our Board is soliciting your proxy to vote at our 2024 Annual Meeting. This Proxy Statement summarizes information you need to know in order to vote at the Annual Meeting.
Who is entitled to vote at the Annual Meeting?
Shareholders who owned our common shares at the close of business on March 15, 2024, the record date for the Annual Meeting, are entitled to vote. On the record date, there were [ ] common shares outstanding.
How do I attend and vote at the virtual Annual Meeting?
The Annual Meeting will be held in a virtual meeting format only, via live webcast. You will not be able to physically attend the Annual Meeting in person. The online meeting will begin promptly on Wednesday, May 8, 2024 at 9:00 a.m. Eastern Time.
Attending the Annual Meeting as a Shareholder of Record. If you were a holder of record (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare) of common shares of the Company at the close of business on the record date, you will be able to participate in the Annual Meeting, vote electronically and submit questions during the live webcast of the meeting, without advance registration. You can access the meeting by visiting www.meetnow.global/MF72XG4 and entering the 15-digit control number on the Proxy Card or Notice of Availability of Proxy Materials sent to you.
Registering to Attend the Annual Meeting as a Beneficial Owner. If you were a beneficial holder of common shares of the Company at the close of business on the record date (i.e. you held your shares in “street name” through an intermediary, such as a bank or broker), you must register in advance to participate in the Annual Meeting, vote electronically and submit questions during the live webcast of the meeting. To register in advance, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. The legal proxy must also include the number of common shares you own in the Company. You must forward a copy of the legal proxy, along with your email address, to Computershare. Requests for registration should be directed to Computershare by email at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time, on Friday, May 3, 2024. 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/MF72XG4 and enter your control number.
Attending the Annual Meeting as a Guest. If you would like to enter the meeting as a guest in listen-only mode, you should access the meeting center at www.meetnow.global/MF72XG4, click on the “Guest” tab and then enter the information requested on the following screen. Please note you will not have the ability to ask questions or vote during the meeting if you participate as a guest.
Voting Shares. If you have a control number as discussed above, you will be able to vote your shares electronically during the Annual Meeting by clicking on the “Vote” tab on the meeting center site.
Once you submit your proxy, there is no need to vote at the Annual Meeting unless you wish to change or revoke your vote. Whether or not you plan to participate in the live webcast of the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the question below titled “How do I vote by proxy?”.
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Asking Questions; Rules of Conduct. If you are a shareholder of record or if you have registered with Computershare as a beneficial owner in accordance with the process described above, you may submit questions before or during the Annual Meeting by accessing the meeting center at www.meetnow.global/MF72XG4, entering your control number and clicking on the “Q&A” tab in the upper right-hand corner of the page. Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints and in accordance with our rules of conduct for the Annual Meeting. Questions regarding matters that are not pertinent to the Annual Meeting will not be answered.
Technical Support. If you encounter technical difficulties accessing the virtual meeting platform or during the Annual Meeting, please contact Computershare Shareholder Services at 1-888-724-2416.
How many votes do I have?
Each common share of the Company outstanding on the record date is entitled to one vote on each item submitted to shareholders for their consideration. The accompanying Proxy Card indicates the number of shares that you owned on the record date. Our shareholders do not have the right to cumulate their votes in the election of Directors.
How do I vote by proxy?
Shareholders of record may vote either by completing, properly signing, and returning the accompanying Proxy Card via mail, by telephone, or over the Internet, or by attending and voting at the Annual Meeting. If you properly complete and timely return your Proxy Card or properly and timely follow the telephone or Internet voting instructions described below, your proxy (meaning one of the individuals named in the Proxy Card) will vote your shares as you have directed, provided however, if you do not indicate specific choices as to your vote, your proxy will vote your shares as recommended by our Board:
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“FOR” the election of Linda B. Abraham, Terrance R. Ahern, Jane E. DeFlorio, David R. Lukes, Victor B. MacFarlane, Alexander Otto, Barry A. Sholem and Dawn M. Sweeney, as Directors; |
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“FOR” the authorization of the Board to effect, in its discretion, a reverse stock split of the Company’s common shares and adoption of a corresponding amendment to the Articles of Incorporation; |
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“FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers; |
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“FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm. |
Shareholders of record may vote by calling 1-800-652-8683 or over the Internet by accessing the following website: www.investorvote.com/sitc. Voting instructions, including your shareholder account number and personal proxy control number, are contained on the accompanying Proxy Card. Those shareholders of record who choose to vote by telephone must do so prior to the commencement of the Annual Meeting.
A number of banks and brokerage firms participate in a program that also permits shareholders whose shares are held in “street name” to direct their vote by telephone or over the Internet. If your shares are held in an account at a bank or brokerage firm that participates in such a program, you may direct the vote of these shares by telephone or over the Internet by following the voting instructions enclosed with the voting instruction form from the bank or brokerage firm. The Internet and telephone proxy procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their proxy voting instructions, and to confirm that those instructions have been properly recorded. Votes directed by telephone through such a program must be received by 11:59 p.m., Eastern Time, on May 7, 2024.
If any other matter is presented at the Annual Meeting, your proxy will vote your shares in accordance with his or her discretion and best judgment. The Company did not receive any notice of a shareholder proposal to be presented at the Annual Meeting by December 5, 2023, the deadline pursuant to the advance notice provision of the Company’s Code of Regulations, and as of the date of this Proxy Statement, we are not aware of any matter to be acted on at the Annual Meeting other than those matters described in this Proxy Statement.
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May I revoke my proxy?
If you are a shareholder of record, you may revoke or change your vote at any time before the proxy is exercised by filing a notice of revocation with our Secretary, mailing a signed Proxy Card bearing a later date, submitting your proxy again by telephone or over the Internet or by voting online at the Annual Meeting. The powers of the proxy holders will be suspended if you vote your shares at the Annual Meeting, although attendance at the Annual Meeting will not by itself revoke a previously granted proxy.
If you hold your shares beneficially in “street name,” you may change your vote by submitting new voting instructions to your brokerage firm or bank or, if you have obtained a legal proxy from your brokerage firm or bank giving you the right to vote your shares, by forwarding a copy of the legal proxy, along with your email address, to Computershare in order to obtain a control number and then using that control number to access and vote at the Annual Meeting.
Who is soliciting my proxy?
This solicitation of proxies is made by and on behalf of our Board. We will bear the cost of the solicitation of proxies. In addition to the solicitation of proxies by mail, certain of our employees may solicit proxies by telephone, facsimile, or email. Those employees will not receive any additional compensation for their participation in the solicitation. We retained Georgeson, Inc., at an estimated cost of $16,000, plus reimbursement of expenses, to assist in the solicitation of proxies from brokers, nominees, institutions, and individuals.
Can I receive these proxy materials by email in the future?
Yes. By doing so, you are reducing the impact on the environment and helping to save the Company the costs and expenses of preparing and mailing proxy materials. If you are a registered shareholder with your shares held in an account at our transfer agent, visit www.computershare.com/investor to create a login and to enroll. You may revoke your election to receive materials by email and instead receive a paper copy via mail at any time by visiting this website. If you hold your shares through a bank or broker, please refer to the information provided by that institution for instructions on how to elect to receive future proxy statements and annual reports over the Internet and how to change your delivery instructions.
What constitutes a quorum?
The presence at the Annual Meeting, either in person or by proxy, of the holders of a majority of the aggregate number of our common shares issued and outstanding on the record date will represent a quorum permitting the conduct of business at the meeting. Proxy Cards that we receive marked as abstentions or broker non-votes will be included in the calculation of the number of shares considered to be present at the Annual Meeting for purposes of determining a quorum.
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| 62 |
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SITE Centers Corp. ï 2024 Proxy Statement |
Annex A
AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT REVERSE STOCK SPLIT
FOURTH: The authorized number of shares of the Corporation is 311,000,000 [•], consisting of 300,000,00 [•] common shares, $0.10 par value per share (hereinafter called “Common Shares”), 750,000 Class A Cumulative Preferred Shares, without par value (hereinafter called “Class A Shares”), 750,000 Class B Cumulative Preferred Shares, without par value (hereinafter called “Class B Shares”), 750,000 Class C Cumulative Preferred Shares, without par value (hereinafter called “Class C Shares”), 750,000 Class D Cumulative Preferred Shares, without par value (hereinafter called “Class D Shares”), 750,000 Class E Cumulative Preferred Shares, without par value (hereinafter called “Class E Shares”), 750,000 Class F Cumulative Preferred Shares, without par value (hereinafter called “Class F Shares”), 750,000 Class G Cumulative Preferred Shares, without par value (hereinafter called “Class G Shares”), 750,000 Class H Cumulative Preferred Shares, without par value (hereinafter called “Class H Shares”), 750,000 Class I Cumulative Preferred Shares, without par value (hereinafter called “Class I Shares”), 750,000 Class J Cumulative Preferred Shares, without par value (hereinafter called “Class J Shares”), 750,000 Class K Cumulative Preferred Shares, without par value (hereinafter called “Class K Shares”), 750,000 Noncumulative Preferred Shares, without par value (hereinafter called “Noncumulative Shares”), and 2,000,000 Cumulative Voting Preferred Shares, without par value (hereinafter called “Voting Preferred Shares”). The Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares, Class G Shares, Class H Shares, Class I Shares, Class J Shares, Class K Shares and Voting Preferred Shares are sometimes collectively referred to herein as the “Cumulative Shares.”
Effective as of 5:00 p.m. [ ] [a.m./p.m.], Eastern Time, on May 18, 2018[Effective Time to be determined] (the “Effective Time”), each two[•]1 of the Common Shares issued and outstanding or held by the Corporation as treasury stock shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and converted into one Common Share. Each outstanding share certificate that, immediately prior to the Effective Time, represented one or more Common Share shall, thereafter, automatically and without the necessity of surrendering the same for exchange, represent the number of whole Common Shares equal to the product of (x) the number of Common Shares represented by such certificate immediately prior to the Effective Time and (y) one half[•]2, rounded down to the nearest whole integer; and Common Shares held in uncertificated form shall be treated in the same manner. No fractional shares shall be issued in connection with such combination and conversion and, in lieu thereof, any holder of less than one Common Share shall, upon due surrender to the Corporation, be entitled to receive a cash payment equal to its pro rata portion of the net proceeds of the open market sale of all fractional Common Shares that would otherwise be issued, aggregated into whole Common Shares, at prevailing market prices.
At the Effective Time, the stated capital of the Common Shares shall be reduced proportionately to the reduction in the number of issued and outstanding Common Shares.
DIVISION A
[…]
| 1 |
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To be a whole number of our common shares between and including two and ten. If the reverse stock split proposal is approved by shareholders, the amendment to our Articles of Incorporation filed with the Secretary of State of the State of Ohio will include only that reverse stock split ratio determined by the Board to be in the best interests of the Company and its shareholders. |
| 2 |
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To reflect the final ratio determined by the Board within the range proposed to our shareholders. |
A-1
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders to be held on May 8, 2024.
The SITE Centers Corp. 2024 Proxy Statement and the 2023 Annual Report to Shareholders are available at: www.proxydocs.com/sitc
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
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| Proxy – SITE Centers Corp. |
Annual Meeting of Shareholders - May 8, 2024
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints Conor M. Fennerty and Aaron M. Kitlowski, and each of them, with power to act without the others and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the SITE Centers Corp. Common Shares that the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held May 8, 2024 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Annual Meeting.
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF ALL DIRECTOR NOMINEES AND “FOR” PROPOSALS 2, 3 AND 4.
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
(Continued and to be marked, dated and signed on the other side)
If voting by mail, complete sections A and B on the reverse side of this card.
Pay vs Performance Disclosure
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12 Months Ended |
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Dec. 31, 2023
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
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Dec. 31, 2020
USD ($)
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
Pursuant to the SEC’s pay versus performance (“PVP”) disclosure rules, the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2023 for this Proxy Statement’s named executive officers, as well as compensation for 2022, 2021 and 2020 for our named executive officers from our 2023, 2022 and 2021 Proxy Statements, respectively (each of 2020, 2021, 2022 and 2023, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs”. The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:
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The information in columns (b) and (d) of the PVP Table comes directly from our Summary Compensation Tables for the relevant years, without adjustment; |
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As required by the SEC’s PVP rules, we label the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts may not necessarily reflect “take home pay” or the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years. Instead, the SEC’s concept of CAP reflects a combination of realized pay and realizable or accrued pay. As a result, CAP amounts are calculated in a manner different than information that we have presented elsewhere in this Proxy Statement, especially with respect to the valuation of outstanding equity awards; and |
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As required by the SEC’s PVP rules, we provide information in the PVP Table below about our cumulative absolute total shareholder return (“TSR”) results, cumulative TSR results for a peer group of companies identified in the PVP Table, and our U.S. GAAP net income results (the “External Measures”) during the Covered Years. We did not, however, actually base any compensation decisions for the PVP NEOs on, or link any PVP NEO pay to, these particular External Measures because the External Measures were not metrics used in our short-term or long-term incentive plans during the Covered Years. In particular, the index-based peer group used for purposes of this PVP Table disclosure (the FTSE NAREIT Equity Shopping Centers Index) is different from the specific group of companies against which we evaluate relative TSR performance for our named executive officers for purposes of our PRSU awards, as described above in our Compensation Discussion and Analysis. As a result, we did not necessarily design our PVP NEO compensation to move in tandem with improving, declining or steady achievement in these External Measures. | Due to the use and weighting of the Operating Funds From Operations (also referred to in this Proxy Statement as “Operating FFO”) per share performance measure in our annual cash incentive compensation plan for 2023, we have determined that, pursuant to the SEC’s PVP rules, Operating Funds From Operations per share should be designated as the “Company-Selected Measure” to be included in the far right column of the PVP Table below because we believe it is the most important financial measure that demonstrates how we sought to link executive pay to performance for 2023. Pay Versus Performance Table
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VALUE OF INITIAL FIXED $100
INVESTMENT BASED ON |
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SUMMARY
COMPENSATION
TABLE (“SCT”)
TOTAL FOR PEO |
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AVERAGE SCT
TOTAL FOR
NON-PEO
PVP NEOS |
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ACTUALLY PAID
TO NON-PEO
PVP NEOS |
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PEER GROUP
TOTAL
SHAREHOLDER
RETURN |
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6,740,650 |
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3,657,129 |
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2,405,897 |
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2,049,666 |
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112.35 |
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117.03 |
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265,703 |
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1.18 |
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6,799,485 |
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5,305,017 |
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1,500,884 |
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1,309,320 |
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106.88 |
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104.46 |
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168,719 |
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1.18 |
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6,910,219 |
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24,547,349 |
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1,625,444 |
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2,093,387 |
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119.39 |
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119.43 |
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124,935 |
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1.17 |
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8,555,564 |
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8,722,586 |
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1,602,380 |
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1,161,027 |
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73.98 |
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72.36 |
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35,721 |
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0.99 |
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(1) |
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David R. Lukes was our principal executive officer (“PEO”) for the full year for each of the Covered Years. For each of 2023, 2022 and 2021, our non-PEO PVP NEOs (“Non-PEO NEOs”) were Conor M. Fennerty, John M. Cattonar and Christa A. Vesy. For 2020, our Non-PEO NEOs were Conor M. Fennerty, Christa A. Vesy and Michael A. Makinen (Mr. Makinen was our former Chief Operating Officer whose employment with us ended in December 2020). |
(2) |
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For 2023, in determining both the CAP for our PEO and the average CAP for our Non-PEO PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the following amounts: |
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ITEM AND VALUE ADDED (DEDUCTED) |
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- Summary Compensation Table “Stock Awards” column value |
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(3,550,043 |
) |
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year |
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2,199,759 |
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+/- Change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year |
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(1,691,860 |
) |
+/- Change in fair value (from prior year-end to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year |
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(185,278 |
) |
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year |
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143,901 |
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(3,083,521 |
) |
For Non-PEO Named Executive Officers (Average): |
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- Summary Compensation Table “Stock Awards” column value |
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(1,179,540 |
) |
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year |
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985,781 |
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+/- Change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year |
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(173,144 |
) |
+/- Change in fair value (from prior year-end to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year |
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(6,249 |
) |
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year |
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16,921 |
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(356,231 |
) |
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Please note that while similar adjustment information was provided in our 2023 proxy statement for Covered Years 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our shareholders’ understanding of the information reported in the PVP Table for 2023 or the relationships disclosures provided below. |
(3) |
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For each Covered Year, our absolute TSR was calculated based on the yearly percentage change in our cumulative TSR on our common shares, par value $0.10 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period beginning with our closing share price on the NYSE on December 31, 2019 through and including the last day of the Covered Year (each one-year, two-year, three-year and four-year period, a “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing share price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of each Measurement Period to produce the Covered Year-end values of such investment as of the end of 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
(4) |
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For purposes of this PVP disclosure, our peer group is the FTSE NAREIT Equity Shopping Centers Index (the “PVP Peer Group”). For each Covered Year, the PVP Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 in the index through each Measurement Period, assuming dividend reinvestment. |
(5) |
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In thousands. These net income results were calculated in accordance with U.S. GAAP. |
(6) |
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For purposes of this PVP Table, our Operating Funds From Operations per share were calculated substantially as described above in our Compensation Discussion and Analysis. See “Compensation Discussion and Analysis—2023 Compensation Program—Annual Incentive Compensation Design” for more information on the calculation of Operating Funds From Operations per share. |
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| Company Selected Measure Name |
Operating Funds From Operations per share
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| Named Executive Officers, Footnote |
(1) |
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David R. Lukes was our principal executive officer (“PEO”) for the full year for each of the Covered Years. For each of 2023, 2022 and 2021, our non-PEO PVP NEOs (“Non-PEO NEOs”) were Conor M. Fennerty, John M. Cattonar and Christa A. Vesy. For 2020, our Non-PEO NEOs were Conor M. Fennerty, Christa A. Vesy and Michael A. Makinen (Mr. Makinen was our former Chief Operating Officer whose employment with us ended in December 2020). |
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| Peer Group Issuers, Footnote |
For purposes of this PVP disclosure, our peer group is the FTSE NAREIT Equity Shopping Centers Index (the “PVP Peer Group”). For each Covered Year, the PVP Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 in the index through each Measurement Period, assuming dividend reinvestment.
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| PEO Total Compensation Amount |
$ 6,740,650
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$ 6,799,485
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$ 6,910,219
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$ 8,555,564
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| PEO Actually Paid Compensation Amount |
$ 3,657,129
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5,305,017
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24,547,349
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8,722,586
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| Adjustment To PEO Compensation, Footnote |
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ITEM AND VALUE ADDED (DEDUCTED) |
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- Summary Compensation Table “Stock Awards” column value |
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(3,550,043 |
) |
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year |
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2,199,759 |
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+/- Change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year |
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(1,691,860 |
) |
+/- Change in fair value (from prior year-end to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year |
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(185,278 |
) |
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year |
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143,901 |
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(3,083,521 |
) |
For Non-PEO Named Executive Officers (Average): |
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- Summary Compensation Table “Stock Awards” column value |
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(1,179,540 |
) |
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year |
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985,781 |
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+/- Change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year |
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(173,144 |
) |
+/- Change in fair value (from prior year-end to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year |
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(6,249 |
) |
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year |
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16,921 |
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(356,231 |
) |
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| Non-PEO NEO Average Total Compensation Amount |
$ 2,405,897
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1,500,884
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1,625,444
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1,602,380
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,049,666
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1,309,320
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2,093,387
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1,161,027
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| Adjustment to Non-PEO NEO Compensation Footnote |
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ITEM AND VALUE ADDED (DEDUCTED) |
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- Summary Compensation Table “Stock Awards” column value |
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(3,550,043 |
) |
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year |
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2,199,759 |
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+/- Change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year |
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(1,691,860 |
) |
+/- Change in fair value (from prior year-end to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year |
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(185,278 |
) |
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year |
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143,901 |
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(3,083,521 |
) |
For Non-PEO Named Executive Officers (Average): |
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- Summary Compensation Table “Stock Awards” column value |
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(1,179,540 |
) |
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year |
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985,781 |
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+/- Change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year |
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(173,144 |
) |
+/- Change in fair value (from prior year-end to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year |
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(6,249 |
) |
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year |
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16,921 |
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(356,231 |
) |
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| Compensation Actually Paid vs. Total Shareholder Return |
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| Compensation Actually Paid vs. Net Income |
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| Compensation Actually Paid vs. Company Selected Measure |
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| Tabular List, Table |
The following Tabular List provides what we believe are the most important financial performance measures we used to link compensation for our PEO and Non-PEO PVP NEOs for 2023 to our performance for 2023:
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Operating Funds From Operations per share |
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Financial |
Relative Total Shareholder Return |
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Financial |
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| Total Shareholder Return Amount |
$ 112.35
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106.88
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119.39
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73.98
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| Peer Group Total Shareholder Return Amount |
117.03
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104.46
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119.43
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72.36
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| Net Income (Loss) |
$ 265,703,000
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$ 168,719,000
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$ 124,935,000
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$ 35,721,000
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| Company Selected Measure Amount |
1.18
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1.18
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1.17
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0.99
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| PEO Name |
David R. Lukes
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David R. Lukes
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David R. Lukes
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Operating Funds From Operations per share
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Relative Total Shareholder Return
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| PEO |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ (3,083,521)
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| PEO | Stock Awards [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(3,550,043)
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| PEO | Fair Value of Outstanding Equity Awards Granted in Covered Year [Member] |
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| Pay vs Performance Disclosure |
|
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| Adjustment to Compensation, Amount |
2,199,759
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| PEO | Fair Value (from prior yearend to Covered Yearend) of Equity Awards Outstanding [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(1,691,860)
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| PEO | Fair Value (from prior yearend to vest date in Covered Year) of Equity Awards Granted Prior to Covered Year [Member] |
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| Pay vs Performance Disclosure |
|
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| Adjustment to Compensation, Amount |
(185,278)
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| PEO | Includable dividend equivalents paid or accrued on equity awards during Covered Year [Member] |
|
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| Pay vs Performance Disclosure |
|
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| Adjustment to Compensation, Amount |
143,901
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| Non-PEO NEO |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(356,231)
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| Non-PEO NEO | Stock Awards [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(1,179,540)
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| Non-PEO NEO | Fair Value of Outstanding Equity Awards Granted in Covered Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
985,781
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| Non-PEO NEO | Fair Value (from prior yearend to Covered Yearend) of Equity Awards Outstanding [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(173,144)
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|
|
| Non-PEO NEO | Fair Value (from prior yearend to vest date in Covered Year) of Equity Awards Granted Prior to Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(6,249)
|
|
|
|
| Non-PEO NEO | Includable dividend equivalents paid or accrued on equity awards during Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 16,921
|
|
|
|