Dear Fellow Shareholders:

I am pleased to invite you to our Annual Meeting of Shareholders to be held on May 10, 2016 at our corporate offices in Beachwood, Ohio. As we have done in the past, in addition to considering the matters described in our 2016 Proxy Statement, we will present an update regarding the Company’s performance this past year as well as our outlook for the business in 2016 and beyond.

After my first year leading the organization, we are a much stronger company that has successfully navigated a portfolio evolution, effectuated a dramatic shift in our capital allocation strategy and embraced change in our management team and corporate culture. Our operating platform and the efforts of our entire DDR team to foster a culture of excellence continue to produce impressive results, and the many accomplishments we achieved in 2015 were representative of our desire to deliver shareholder value over both the short and long term.

Our high-quality portfolio enabled us to generate strong EBITDA and net asset value growth, and increase our dividend by over 11% compared to 2014. This increase represents the fifth consecutive year of annual dividend growth in excess of 10% while still maintaining a low payout ratio. Our operating platform and portfolio performed exceptionally well, highlighted by our portfolio leased rate of 96.0% at year-end and leasing volume of over 10 million square feet for the sixth consecutive year. We completed over $1.6 billion of acquisitions and dispositions, and focused on owning only the highest quality “dirt” that will continue to appreciate and attract best-in-class retailers. Additionally, we placed $158 million of redevelopments into service at a yield of approximately 10%, materially increasing asset quality and long-term growth expectations. Organic and external growth translated into a blended 4.1% increase in rent per square foot for the portfolio relative to 2014.

We are laser-focused on enhancing shareholder value and maintaining a strong portfolio performance that is sustainable in all economic cycles. I am proud of the successful execution of our strategic plan and I am confident that our continued focus on quality and performance will translate into superior net asset value creation over the long term. We appreciate your support and take very seriously our role as stewards of your capital.

I look forward to seeing you at the Annual Meeting.

Respectfully yours,

DAVID J. OAKES

President and Chief Executive Officer

20162024 Proxy Statement Table of Contents

 PROXY STATEMENT SUMMARY  

ii    DDR Corp.ï  20161. Proxy Statement Summary

1. Proxy Summary

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

2024 Annual Meeting of Shareholders

MEETING DATE, TIME AND LOCATION

TUESDAY, MAY 10, 2016 AT 9:00 A.M. LOCAL TIME

DDR Corp. Offices

3333 Richmond Road

Beachwood, Ohio 44122Voting Matters and Board Recommendations

PROPOSALS

How to Vote

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

By Internet: To submit a proxy over the Internet, go to www.investorvote.com/sitc. You will need the control number that appears on your Notice of Annual Meeting of Shareholders and Proxy Card.
By Telephone: To submit a proxy by telephone, call toll free 1-800-652-8683. You will need the control number that appears on your Notice of Annual Meeting of Shareholders and Proxy Card.
By Mail: If you received a full paper set of proxy materials, date and sign your Proxy Card and mail it in the enclosed, postage-paid envelope. You do not need to mail the Proxy Card if you are submitting your proxy by Internet or telephone.
At the Meeting: To vote at the Annual Meeting, visit www.meetnow.global/MF72XG4. You will need the control number that appears on your Notice of Annual Meeting of Shareholders and Proxy Card.

 PROXY STATEMENT SUMMARY 

Shareholders whose shares are held of record by a broker, bank, trust or other nominee may vote their shares by following the instructions provided by such broker, bank, trust or other nominee or at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust or other nominee, you must register in advance in order to vote electronically at the Annual Meeting. To register in advance, you must forward a legal proxy from your broker, bank, trust or other nominee holding your shares to Computershare at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Friday, May 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.

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

2024 Director Nominees

VOTING

You may vote if you were a shareholderIn accordance with Alexander Otto’s 2009 investor rights agreement and the number of record at the closeour common shares owned by Alexander Otto and certain members of business on March 15, 2016,his family (the “Otto Family”) as of the record date for the Annual Meeting, the Otto Family was entitled to propose one Director for nomination at the Annual Meeting. The Otto Family has proposed, and the Board has nominated, Mr. Otto for election at the Annual Meeting.

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

 PROXY STATEMENT 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 for space and limited new supply in the markets where the Company operates. Population movements to affluent suburbs in which many of 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. 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 are expected to 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. Following significant disposition activity in the third quarter of 2023 and ongoing efforts to legally separate a number of convenience retail properties from the Company’s existing properties, in October 2023 the Company announced plans to spin off its portfolio of convenience retail properties into a new growth company called Curbline Properties Corp. (“Curbline Properties”) which is expected to occur on or about 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.

Additional highlights of the Company’s 2023 accomplishments include:

 PROXY STATEMENT SUMMARY  

Corporate Governance Highlights

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

Corporate Values, Human Capital and Sustainability

Our Company and its 225 employees (as of year-end 2023) are committed to being Fearless, Authentic, Curious and Thoughtful (our “Matters of FACT”) members of the community. We consider social and environmental issues in all aspects of our business, including the well-being of our employees and our impact on the communities in which our properties are located. Recent recognition includes:

		Included in Newsweek’s 2024 list of America’s Most Responsible Companies.				Green Star rated by Global Real Estate Sustainability Benchmark (GRESB)
		Included in Bloomberg’s 2023 Gender Equality Index. 61% of our employees and 38% of our Director nominees are women.				Recognized as a Green Lease Leader (Gold Level) by U.S. Department of Energy and The Institute for Market Transformation.

Our dedication to our community and the environment is detailed in our ninth annual Corporate Responsibility and Sustainability Report (the “CSR Report”) which was prepared in 2023 in alignment with Global Reporting Initiative (“GRI”) principles and certain Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-Related Financial Disclosures (“TCFD”) standards. Our CSR Report can be found on our website at www.sitecenters.com/sustainability. The information contained in the CSR Report is not incorporated by reference into this Proxy Statement, the Noticeand you should not consider such information to be part of Annual Meeting of Shareholders and letter from our President and Chief Executive Officer, along with the accompanyingthis Proxy Card on or about March 31, 2016 to all shareholders entitled to vote.

You may vote your shares in person at the Annual Meeting or vote by proxy in any of the following ways:Statement.

 PROXY STATEMENT SUMMARY  

Compensation Practices

The Compensation Committee oversees the design and administration of the Company’s executive compensation programs. Our compensation programs reward executives not only for delivering superior returns but also for reducing the risk profile of the Company and achieving financial and non-financial measures of performance that enhance long-term shareholder and stakeholder value. The following are key features of our executive compensation programs.

What We Do

		By Telephone We tie pay to performance by making a significant portion of compensation “at risk”.
		Annual incentive pay is typically based on one or more performance metrics, which are established at the beginning of each year, and individual performance.
		By Mail A significant portion of the value of long-term performance incentives depends on relative shareholder return.
Go to: www.investorvote.com/ddr or the web address on your Proxy Card				Dial toll free: 1-800-652-8683				The Compensation Committee, which is comprised solely of independent Directors, engages an independent compensation consultant to advise it.     Sign the enclosed Proxy Card and return by pre-paid postage envelope

What We Don’t Do

		We do not guarantee minimum incentive bonus awards.
		We do not encourage excessive risk taking as we use different performance metrics for our annual and long-term incentive compensation programs.
		We do not pay dividend equivalents on unearned equity awards subject to performance-based vesting.
		We do not allow for repricing of stock options without shareholder approval.
		We do not include excise tax gross-up provisions in our executive compensation arrangements.
		We do not offer excessive perquisites or special health and welfare plans to executives.

Pay Aligned With Performance

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Our executive compensation is aligned with Company performance. The majority of the targeted level of annualized compensation for our CEO under the September 2020 employment agreement that governed his 2023 compensation was variable and “at risk” based on performance.

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    1Statement. 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.

Historical Say-on-Pay Voting Results

		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.

2. Proposal One: Election of Eight Directors

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Transactions with the Otto Family

In 2009, we entered into a stock purchase agreement with Mr. Alexander Otto. PursuantOtto pursuant to this agreement, Mr. Otto and certain members of his family, whom we collectively refer to aswhich the Otto Family purchased 40,000,000 common shares which we refer to asof the Purchased Shares.Company. In connection with the sale of the Purchased Shares,this transaction, we also entered into an investor rights agreement with Mr. Otto under which he has a right to nominate individualsan individual for election to our Board depending on the Otto Family’s level of ownership in the Company. During such time asSpecifically, if the Otto Family beneficially owns 17.5% or more of our outstanding common shares, our Board will nominate two persons recommended by the Otto Family who are suitable to us to become members of our Board at each annual election of directors, and during such time as the Otto Family beneficially owns less than 17.5% but 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 at each annual electionBoard.

As of directors.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, Dr. Finnethe Otto Family has been proposed, byand our Board has nominated, Mr. Otto and subsequently nominated and elected to our Board annually since 2009. Beginning in 2015, Mr. Otto has designated himself as the second person to be nominated by our Board pursuant to the investor rights agreement. Although pursuant to the investor rights agreement Mr. Otto was entitled to recommend one individual for nomination to the Board as of the record date, the Nominating and Corporate Governance Committee recommended, and the Board approved, nominating both Mr. Otto and Dr. Finne as Directorselection at the 2016 Annual Meeting.

In April 2014, we sold our 50% ownership interest in a joint venture which, directly or indirectly, owned certain assets in Brazil to Mr. Otto and his affiliates. Because Mr. Otto and Dr. Finne are employees or affiliates of either certain of the entities that purchased the Company’s joint venture interest or affiliates of such purchasing entities, Mr. Otto and Dr. Finne are not currently deemed independent under the Securities and Exchange Commission (SEC) and New York Stock Exchange (NYSE) rules.

Independent Directors

Our Board has affirmatively determined that all of the Directors who served during 2015, as well as all nominees for election at our Annual Meeting2023 (except for Mr. Otto, Dr. FinneLukes) were, and all Directors nominated by the Board for election in 2024 (except for Mr. Oakes),Lukes) are, independent within the meaning of the rules of the NYSENew York Stock Exchange (“NYSE”) and, as applicable, the rules of the SEC,Securities and Exchange Commission (“SEC”), including with respect to the applicable Director’s service on the Executive Compensation Committee andand/or the Audit Committee. Our Corporate Governance Guidelines provide that our Board will be comprised of a majority of independent directorsDirectors and that only those directorsDirectors 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 Corporate GovernanceESG Committee periodically reviews annually with our Board the composition of our Board as a whole and recommends, if necessary, actionactions 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 directorsDirectors required by applicable laws and regulations and our Corporate Governance Guidelines. The Nominating and Corporate GovernanceESG Committee is responsible for ensuring that the composition of our Board appropriately reflects the needs of our business and, in furtherance of this goal, proposing the addition of Directors and requesting the resignation of Directors for purposes of ensuring the requisite skill sets and commitment of the Directors to actively participate in Board and committee meetings. Directors should possess such attributes and experience as are necessary to provide a broad range of personal

characteristics including diversity, management skills, and real estate and general business experience. Directors should commit the requisite time for preparation and attendance at regularly scheduled Board and committee meetings, as well as participate in other matters necessary to ensure we are well-positioned to engage in best corporate governance practices.

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In evaluating a directorDirector candidate, the Nominating and Corporate GovernanceESG 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;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 Corporate GovernanceESG 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 Corporate GovernanceESG Committee will consider suggestions forwarded by shareholders to our Secretary concerning qualified candidates for election as Directors. To recommend a prospective nomineecandidate for the Nominating and Corporate GovernanceESG 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 David E. Weiss, at the following address: 3300 Enterprise Parkway, Beachwood, Ohio 44122. The Nominating and Corporate GovernanceESG 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 Corporate GovernanceESG Committee considers those guidelines described above. The Nominating and Corporate GovernanceESG 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 Corporate GovernanceESG Committee may, in its discretion, retain a search consultant to supplement the pool of potential Board candidates considered for nomination. In connection

Our Code of Regulations sets forth the requirements with respect to the nomination of Mr. August,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:

The maximum number of Director nominees that may be submitted pursuant to these provisions may not exceed 20% of the Nominating and Corporate Governance Committee utilized the servicesnumber of Ferguson Partners L.P., which recommended Mr. August for nomination.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 Company’s Articles of Incorporation provide for a majority vote standard in uncontested elections and a plurality vote standard in contested elections.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”“For” or “against”“Against” the Director’sDirector nominee’s election and an affirmative majority of the total number of votes cast “for”“For” or “against”“Against” a Director nominee will be required for election. Shareholders are entitled to abstain with respect to the election of a Director.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.

Cumulative Voting

If written notice is given by any shareholder to our President, any Vice President or the Secretary at least 48 hours before the Annual Meeting that the shareholder desires that cumulative voting be used for the election of Directors, and if an announcement of the giving of that notice is made when the Annual Meeting is convened by the Chairman of the Board, the President or the Secretary, or by or on behalf of the shareholder giving that notice, then each shareholder will have the right to cumulate the voting power that the shareholder possesses in the election of Directors. This means that each shareholder will be able to give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of common shares owned by such shareholder, or to distribute the shareholder’s votes on the same principle among two or more candidates, as the shareholder may elect. If voting for the election of Directors is cumulative, the persons named in the accompanying Proxy Card will vote the common shares represented by proxies given to them in such manner so as to elect as many of the nominees as possible.

3. Board Governance

Board Leadership

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

We believe that an independent Chairman of the Board, separate from our Chief Executive Officer,CEO, recognizes the time, effort and commitment that our Chief Executive OfficerCEO is required to devote to his position and to fulfill his responsibilities and the independent oversight required by our Chairman of the Board. This structure also enables our Board as a whole to fulfill its responsibility to oversee the risks presented by the Company’s long-term strategy, business plan and model.

Meetings of Our Board

During the fiscal year ended December 31, 2015,2023, our Board held five meetings and undertook onenine written action. In 2015, allactions. Each of our Directors attended 100%at least 75% of the aggregate of (i) the number of meetings of ourthe Board withthat were held during the exceptionperiod that such person served on the Board and (ii) the number of a Director who was absent for one meeting due to international travel.meetings of committees of the Board held during the period that such person served on such committee. As stated in our Corporate Governance Guidelines, all Directors are expected to attend the Annual Meeting. All of our then current Directors nominated for election virtually attended the Annual Meeting of Shareholders in May 2015.2023. Our Board conducts and reviews its operations through a self-assessment process on an annual basis.

Meetings of Non-Management and Independent Directors

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

Committees of Our Board

During 2015 and during 2016 prior to our Annual Meeting,2023, our Board established each ofhad the committees described below. The information regarding our committees set forth below reflects the participation of (i) Mr. Craig Macnab and Ms. Rebecca L. Maccardini, who served on our Board during 2015 prior to the 2015 Annual Meeting but were not nominated for election to our Board at our 2015 Annual Meeting, (ii) Mr. Oakes, who was elected to our Board in February 2015, and (iii) Mr. James C. Boland, who currently serves as a Director, but was not nominated for election to our Board at the 2016 Annual Meeting. Our Board has approved the written charters of the Audit Committee, the Executive Compensation Committee and the Nominating and

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Corporate Governance ESG Committee, which, along with our Corporate Governance Guidelines, are posted on our website atwww.ddr.comwww.sitecenters.com, under “Governance” in the “Investors”“Investor Relations” section. Each of the Audit Committee, Executive Compensation Committee and Nominating and Corporate GovernanceESG Committee conducts a self-evaluation and review of its charter annually and reports the results of these evaluations and reviews to our Board. The information contained on or accessible through our website is not incorporated by reference into this Proxy Statement, and you should not consider such information to be part of this Proxy Statement.

2023.

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Risk Oversight

WithManagement is responsible for the day-to-day management of risks, while the Board, as a Board comprised of management, independent Directorswhole and non-independent Directors, members ofthrough our Board bring a variety of perspectives to address risks faced by our Company. Our Board’s role in enterprise risk management (ERM) includes receiving regular reports from members of senior management on areas of material risk to the Company, including operational, financial, strategic and compliance risks. The Company has an ERM Committee, comprised of senior management and chaired by the Chief Executive Officer, which meets regularly to address risk and risk mitigation strategies. The Chair of the Audit Committee, is invited to attendresponsible for overseeing the risk assessment and participate in ERM Committee meetings.risk management functions of the Company. The Audit Committee assists our Board in its oversight responsibilities by, among other matters, reviewing reports prepared by the ERM Committee,has delegated responsibility for reviewing our policies and procedures with respect to risk assessment and risk management risk monitoring and risk mitigation and working with the other committees ofto our Board to identify additional risks related to the committees’ respective areas of expertise. The Chair of the relevant committee consults with the Audit Committee regarding the committee’s findings regarding the identified risks and the committee’s proposals to address such risks.through its charter. The Board has determined that this oversight responsibility can be most efficiently performed by our Audit Committee then reports, on at least an annual basis, to our full Board on the Company’s ERM program. This enables our Board andas part of its committees to coordinate their riskoverall responsibility for providing independent, objective oversight role, particularly with respect to interrelated risks. Moreour accounting and financial reporting functions, internal and external audit functions, systems of internal control over financial reporting, security of information concerningtechnology systems and data, and legal, ethical and regulatory compliance. Our Audit Committee regularly reports to the Company’s ERM program can be found on our website atwww.ddr.com, under “Enterprise Risk Management” in the “About Us” section under “News.”Board with respect to its oversight of these areas.

Compensation of Directors

Director Compensation Program

During 2015, the 2023, our non-employee Directors were compensated in the form of an annual cash retainer and an annual stockequity retainer. The equity retainer is payable in a combination of a fixed-dollar grant and a fixed-share grant as shown below, in ordersummarized below.

Our Director compensation program, including the fixed-share portion of the annual equity retainer, is intended to better align the interests of our Directors and our shareholders.

Non-employee Directors are also paid fees for service on certain committees as set forth below and for service as the Chairman of the Board. The Director who serves as the Chairman of the Board receives an annual fee of $100,000 in addition to the fees paid to all non-employee Directors. Fees are paid to committee members, the respective committee chairs and the Chairman of the Board in quarterly installments in the form of cash or common shares, at athe Director’s election. Each Director is also reimbursed for expenses incurred in attending meetings because we view meeting attendance as integrally and directly related to the performance of the Directors’ duties.

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20152023 Director Compensation

In accordance with the compensation program described above, the our non-employee Directors received the following compensation during 2015:2023: