Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses SITC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named SITC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Aaron Kitlowski | $450,000 | $675,000 | $0 | $0 | $0 | $0 | $35,250 | $1,160,250 |
| Executive Vice President, General Counsel and Secretary | ||||||||
| Gerald Morgan | 500,000 | 300,000 | 0 | 0 | 0 | 0 | 12,000 | 812,000 |
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
| David Lukes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Chief Executive Officer and President | ||||||||
| John Cattonar | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Executive Vice President and Chief Investment Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Aaron Kitlowski | $1,160,250 | $2,815,017 | — | −1,654,767 |
| Gerald Morgan | 812,000 | 212,500 | — | +599,500 |
| David Lukes | 0 | 7,934,301 | 6,740,650 | −7,934,301 |
| John Cattonar | 0 | 2,182,307 | 2,696,067 | −2,182,307 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Aaron Kitlowski | RSU | 96,246 | — | $617,899 |
Our primary compensation objectives with respect to executives employed by the Company are to: retain and motivate executives who are capable of advancing our strategy and maximizing returns to our shareholders; reward executives on an annual basis in a manner aligned with our performance and organizational objectives; and help ensure that the cost of the compensation program is reasonable to shareholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Mercer (US) LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-13 | 42,228,847 | 188,058 | 30,431 | 99.49% | Passed |
| 2025 | 2025-05-14 | 36,138,833 | 11,065,903 | 19,091 | 76.56% | Passed |
| 2024 | 2024-05-08 | 183,157,992 | 8,889,890 | 100,766 | 95.32% | Passed |
| 2023 | 2023-05-10 | 180,490,537 | 12,445,046 | 249,282 | 93.55% | Passed |
| 2022 | 2022-05-11 | 190,261,776 | 5,091,085 | 112,584 | 97.39% | Passed |
| 2021 | 2021-05-11 | 178,103,115 | 10,016,401 | 240,808 | 94.68% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-13 | 99.49%a |
| 2025 | 2025-05-14 | 76.56%b |
| 2024 | 2024-05-08 | 95.32%c |
a. Approved under the standard stated in the filing — “Broker non-votes and abstentions will have the same effect as votes cast against the proposal.”.
b. Voting standard not stated in the filing.
c. Approved under the standard stated in the filing — “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 s Abstentions and broker non-votes will have the same effect as votes cast against the proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Dawn M. SweeneyIndependent · Board Chair · Audit · Compensation (Chair) · Nominating and Corporate Governance | $166,000 | $0 | $0 | $0 | $0 | $166,000 |
| Gary N. BostonIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance | 114,000 | 0 | 0 | 0 | 0 | 114,000 |
| Cynthia Foster CurryIndependent · Audit · Compensation · Nominating and Corporate Governance (Chair) | 109,000 | 0 | 0 | 0 | 0 | 109,000 |
| John M. CattonarEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| David R. LukesEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $60,000 |
|---|---|
| Annual equity retainer | $60,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $389,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $389,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | SITE Centers Corp. | 2025 | David Lukes | $0 | $0 | $0 | $0 | $0 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Aaron Kitlowski | DEF 14A | 2026-03-31 | 0001193125-26-134508 | Section “2025 Summary Compensation Table”. As printed: 1,160,250. Filing ↗machine: t17 · r11 · c34 · span 200593–200602 |
| 2 | Section 01, Gerald Morgan | DEF 14A | 2026-03-31 | 0001193125-26-134508 | Section “2025 Summary Compensation Table” · page 26. As printed: 812,000. Filing ↗machine: t79 · r6 · c34 · span 491393–491400 |
| 3 | Section 01, David Lukes | DEF 14A | 2026-03-31 | 0001193125-26-134508 | Section “Executive Compensation”. As printed: 0. Filing ↗ |
| 4 | Section 01, John Cattonar | DEF 14A | 2026-03-31 | 0001193125-26-134508 | Section “Executive Compensation”. As printed: 0. Filing ↗ |
| 5 | Section 07, pay ratio | DEF 14A | 2026-03-31 | 0001193125-26-134508 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 6 | Section 08, Dawn M. Sweeney | DEF 14A | 2026-03-31 | 0001193125-26-134508 | Section “Director Compensation”. As printed: 166,000. Filing ↗machine: t46 · r8 · c4 · span 336905–336912 |
| 7 | Section 08, Gary N. Boston | DEF 14A | 2026-03-31 | 0001193125-26-134508 | Section “Director Compensation”. As printed: 114,000. Filing ↗machine: t46 · r4 · c4 · span 331486–331493 |
| 8 | Section 08, Cynthia Foster Curry | DEF 14A | 2026-03-31 | 0001193125-26-134508 | Section “Director Compensation”. As printed: 109,000. Filing ↗machine: t46 · r6 · c4 · span 334135–334142 |
| 9 | Section 08, John M. Cattonar | DEF 14A | 2026-03-31 | 0001193125-26-134508 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 08, David R. Lukes | DEF 14A | 2026-03-31 | 0001193125-26-134508 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 06, 2026 vote | Form 8-K | 2026-05-14 | 0001193125-26-223975 | Item 5.07 · say-on-pay result. As reported: 99.49% (votes for as printed: 42,228,847). Filing ↗ |
| 12 | Section 06, 2025 vote | Form 8-K | 2025-05-15 | 0000950170-25-072566 | Item 5.07 · say-on-pay result. As reported: 76.56% (votes for as printed: 36,138,833). Filing ↗ |
| 13 | Section 06, 2024 vote | Form 8-K | 2024-05-09 | 0000950170-24-056884 | Item 5.07 · say-on-pay result. As reported: 95.32% (votes for as printed: 183,157,992). Filing ↗ |
| 14 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 15 | Section 09b board cost (computed) | Computed | — | computed | Cash 389,000 + equity 0 + all other 0 = 389,000, summed across the director compensation table rows.machine: formula: Σ = 389,000 |
| 16 | SITE Centers Corp. (subject), Section 10b CEO total | DEF 14A | 2026-03-31 | 0001193125-26-134508 | CEO total compensation as printed in SITE Centers Corp.'s own proxy. As printed: 0. Filing ↗ |