UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SITE Centers Corp.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

						Notice of Annual Meeting of Shareholders

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

The 20202022 Annual Meeting of Shareholders of SITE Centers Corp. will be held as follows:

By order of the Board of Directors,

Aaron M. Kitlowski

Secretary

Dated: April 1, 2020

2022

20202022 Proxy Statement Table of Contents

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  PROXY STATEMENT SUMMARY  

1. Proxy Statement Summary

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

2022 ANNUAL MEETING DATE, TIME AND LOCATIONOF SHAREHOLDERS

TUESDAY, MAY 12, 2020 AT 9:00 A.M. LOCAL TIME

Loews Regency Hotel

540 Park Avenue

New York, New York 10065

As part of our contingency planning regarding novel coronavirus (COVID-19), we are preparing for the possibility that the date, time or location of the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) may be changed or that the Annual Meeting may be held by means of remote communication (sometimes referred to as a “virtual” meeting). If we take this step, we will announce the decision to do so in advance through a press releaseVoting Matters and public filing with the Securities and Exchange Commission, and details will be available at www.sitecenters.com/investors.Board Recommendations

PROPOSALS

How to Vote

VOTING

YouShareholders 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 if you were a shareholder of record of SITE Centers Corp. (“SITE Centers”, “we”, “us”, “our” or the “Company”) at the close of business on March 20, 2020, the record date for the Annual Meeting. We will begin mailing this Proxy Statement and the accompanying Notice of Annual Meeting of Shareholders, 2019 Annual Report and Proxy Card on or about April 1, 2020 to all shareholders entitled to vote.

You may vote yourtheir shares in person at the Annual Meeting or vote by proxy 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/MKQUNKN. 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 Thursday, May 5, 2022. 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/MKQUNKN 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.

2022 Director Nominees

As a result of an increase in the number of our outstanding common shares and changes in the number of our common shares owned by Alexander Otto and certain members of his family (the “Otto Family”) occurring during 2021, and in accordance with Mr. Otto’s 2009 investor rights agreement, the Otto Family’s ownership as of the record date for the Annual Meeting entitled it to propose one Director for nomination at the Annual Meeting (in comparison to two Directors for nomination at the Company’s 2021 Annual Meeting of Shareholders). The Otto Family has proposed, and the Board of Directors (the “Board”) has nominated, Mr. Otto for election at the Annual Meeting. Dr. Thomas Finne, the Otto Family’s second proposed Director nominee in recent years, will cease to serve as a Director at the conclusion of 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  

2021 Performance Highlights

2021 was a transformational year for our Company. We began 2021 focused on mitigating the impact of the COVID-19 pandemic on our business but quickly transitioned to leveraging the strength of our operations, leasing platform and balance sheet to build a foundation for sustainable future growth. In the early months of the year, the Company negotiated arrangements with the last group of large tenants that had failed to pay 2020 rents as a result of the COVID-19 pandemic and worked with tenants to normalize rent collections. Throughout the year, the Company’s leasing team capitalized on the increasing importance of suburban store locations to tenants’ businesses and the improved financial health of national credit tenants to produce leasing volumes well in excess of 2020 levels. Improving transactions markets helped the Company to substantially complete the sale of Retail Value Inc.’s (“RVI”) remaining properties which, in turn, led to RVI’s distribution of $190 million to the Company in October 2021 on account of the Company’s preferred investment. This distribution, together with retained cash from improved operations and proceeds of the Company’s March 2021 equity offering, provided the Company with important capital to consummate significant property acquisitions, finance new anchor tenant buildouts and redevelopment projects, redeem certain of the Company’s preferred shares and repay other indebtedness ahead of scheduled maturities. The Company concluded 2021 with reduced leverage levels, no outstanding balance on its revolving lines of credit and significant immediate liquidity (from both cash on hand and amounts available from settlement of forward equity sales) leaving the Company well positioned to take advantage of future growth and investment opportunities. Details of these accomplishments include:

  PROXY STATEMENT SUMMARY  

Corporate Governance Highlights

We are committed to the highest standards of corporate governance, which we believe will ensure 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, Social Responsibility and Environmental Sustainability

Our Company and its 293 employees (as of year-end 2021) 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:

By Internet Go to: www.investorvote.com/sitc or the web address on your Proxy Card		Included in Newsweek’s 2020, 2021 and 2022 lists of America’s Most Responsible Companies.		By Telephone Call toll free: 1-800-652-8683		Green Star rated by Global Real Estate Sustainability Benchmark (GRESB)
		By MailIncluded in Bloomberg’s 2022 Gender Equality Index. 63% of our employees and 43% of our Director nominees are women.				Recognized as a Green Lease Leader (Silver 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 seventh annual Corporate Responsibility and Sustainability Report which was prepared in 2021 in alignment with Global Reporting Initiative (“GRI”) principles and certain Sustainability Accounting Standards Board (“SASB”) standards. Our Corporate Responsibility and Sustainability Report can be found on our website at www.sitecenters.com/sustainability.

Sign the enclosed

4		SITE Centers Corp.ï  2022 Proxy Card and return by pre-paid postage envelope Statement

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  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

		We tie pay to performance by making a significant portion of compensation “at risk”.
		Annual incentive pay is based on multiple performance metrics, which are typically established at the beginning of each year, and individual performance.
		A significant portion of the value of long-term performance incentives depends on relative shareholder return.
		The Compensation Committee, which is comprised solely of independent Directors, engages an independent compensation consultant to advise it.

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

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

  PROXY STATEMENT SUMMARY  

2021 Executive Compensation

The table below summarizes 2021 compensation awarded or paid to our named executive officers as reported in the 2021 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 February 2021, our Compensation Committee determined that it was unable at that time to adopt quantitative performance metrics for 2021 due to the uncertainty that continued to exist with respect to the impact of the COVID-19 pandemic on Company operations. Following improvement in the operating environment during the first quarter of 2021 and management’s release of updated earnings guidance in April 2021, the Compensation Committee established our 2021 annual incentive compensation program in early May 2021.

The 2021 annual compensation program included both quantitative performance metrics, namely Operating FFO and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), and subjectively-evaluated qualitative performance metrics. The quantitative metrics comprised 60% of the program’s overall assessment of executive performance, and the Compensation Committee set the “target” level of performance for the program’s Operating FFO performance metric within the Operating FFO guidance range issued by management in April 2021 in connection with the disclosure of first quarter financial results. The remaining 40% 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 2022 of executive performance during 2021, including the Company’s achievements outlined in “2021 Performance Highlights” above, Messrs. Lukes (President and CEO), Fennerty (Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”)) and Cattonar (EVP and Chief Investment Officer (“CIO”)) and Ms. Vesy (EVP and Chief Accounting Officer (“CAO”)) were awarded 2021 incentive compensation payouts of $2,250,000, $675,000, $525,000 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 2021. All executives received their 2021 incentive compensation payouts in cash.

Of the approximately $6.9 million total compensation reported for Mr. Lukes in the 2021 Summary Compensation Table, approximately $2.6 million consisted of the grant date fair value of an annual award of performance-based RSUs which becomes 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 2021 executive compensation, including factors considered by our Compensation Committee in evaluating the qualitative elements of the 2021 annual incentive compensation program, see the “Compensation Discussion and Analysis” section beginning on page 24 of this Proxy Statement.

Historical Say-on-Pay Voting Results

		Shareholders have continued to show strong support for our executive compensation programs with approximately 99%, 96% and 95% of votes cast for the approval of the “say-on-pay” proposals at our 2019, 2020 and 2021 Annual Meetings of Shareholders, respectively.

2. Proposal One: Election of EightSeven Directors

Proposal Summary and Board Recommendation

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

BOARD RECOMMENDATION:

“For” All Eight Director NomineesFOR” ALL SEVEN DIRECTOR NOMINEES

Director Nominees for Election at the Annual Meeting

Our Board has nominated and recommends that shareholders vote “FOR” the election of each of the following Director nominees, each to serve aone-year term until the next annual meeting of shareholders and until a successor has been duly elected and qualified.

All nominees are currently serving as Directors. As discussed in “Transactions with the Otto Family” below, Dr. Thomas Finne, the Otto Family’s second Director nominee in recent years, will cease to serve as a Director at the conclusion of the Annual Meeting.

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Transactions with the Otto Family

In 2009, we entered into a stock purchase agreement with Mr. Alexander Otto. Pursuant to this agreement, Mr. Otto and certain members of his family, whom we collectively refer to as the Otto Family purchased 40,000,000 common shares of the Company which we refer to as the Purchased Shares.(the “Purchased Shares”). In connection with the sale of the Purchased Shares, we also entered into an investor rights agreement with Mr. Otto under which he has a right to nominate individuals for election to our Board depending on the Otto Family’s level of ownership in the Company. During such timeCompany as of the record date for the applicable meeting of shareholders. If the Otto Family beneficially owns 17.5% or more of our outstanding common shares as of the applicable record date, 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 asif the Otto Family beneficially owns less than 17.5% but more than 7.5% of our outstanding common shares as of the applicable record date, 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 election of Directors.Board. In accordance with the investor rights agreement, Dr. Finne has beenwas proposed by Mr.the Otto Family and subsequently nominated and elected to our Board annually since 2009. Beginning in 2015, the Otto Family designated Mr. Otto has designated himself as the second person to be nominated by our Board pursuant to the investor rights agreement. As of March 15, 2022, the record date for the Annual Meeting, to our knowledge the Otto Family beneficially owned approximately 12.9% of our outstanding common shares (as compared to approximately 19.8% on the record date for our 2021 Annual Meeting of Shareholders). 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. Dr. Finne, the Otto Family’s second Director nominee in recent years, will cease to serve as a Director at the conclusion of the Annual Meeting.

In February 2022, in accordance with the terms of our Fourth Amended and Restated Articles of Incorporation, our Board reduced the ownership limit applicable to the Otto Family from 29.8% of our common shares to 17.5% of our common shares, thereby effectively reducing the Otto Family’s number of Director nominees in future years to a maximum of one.

Independent Directors

Our Board has affirmatively determined that all Directors who served during 20192021 (except for Mr. Lukes) were, and all Directors nominated for election by the Board for election in 20202022 (except for Mr. Lukes) are, independent within the meaning of the rules of the NYSENew York Stock Exchange (“NYSE”) and, as applicable, the rules of the Securities and Exchange Commission (the “SEC”(“SEC”), including with respect to the applicable Director’s service on the Compensation Committee and/or excluding Mr. Otto and Dr. Finne, 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

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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 candidate 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 Secretary, Aaron M. Kitlowski, 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.

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

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3. Board Governance

Board Leadership

Mr. Ahern serves as Chairman of the Board. The position of Chairman of the Board is anon-executive officer position and is expected to be held by anon-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, 2019,2021, our Board held fivesix meetings and undertook onethree written action.actions. Each of our Directors attended at least 75% of the aggregate of (i) the number of meetings of the Board whichthat were held during the period that such person served on the Board and (ii) the number of meetings of committees of the Board held during the period that such person served on such committee. As stated in our Corporate Governance Guidelines, all Directors are expected to attend the Annual Meeting. All of our then current Directors nominated for election virtually attended the Annual Meeting of Shareholders in May 2019.2021. Our Board conducts and reviews its operations through a self-assessment process on an annual basis.

Meetings ofNon-Management and Independent Directors

Thenon-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 to the extent our Board includes one or morenon-management Directors who are not independent.

Committees of Our Board

During 2019,2021, our Board had the committees described below. Our Board has approved the written charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate GovernanceESG Committee, which, along with our Corporate Governance Guidelines, are posted on our website atwww.sitecenters.com, under “Governance” in the “Investor Relations” section. Each of the Audit Committee, 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.

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Compensation of Directors

Director Compensation Program

During 2019,2021, ournon-employee Directors were compensated in the form of an annual cash retainer and an annual stock retainer, which were intended to align the interests of our Directors and our shareholders, as shown below.

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 allnon-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 the 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.

2021 Director Compensation

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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, 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. During their terms as Directors, Messrs. Ahern and MacFarlane and Ms. Sweeneythe following have deferred compensation represented by the following number of units as of December 31, 2019:2021:

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Security Ownership of Directors and Management

The following table sets forth certain information regarding the beneficial ownership of our common shares as of February 21, 2020,2022, except as otherwise disclosed in the notes below, by (1) our Directors, (2) our named executive officers, and (3) our current executive officers and Directors, as a group. Except as otherwise described in the following notes, the following beneficial owners have sole voting power and sole investment power with respect to all common shares set forth opposite their respective names.

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Environmental, Social and Governance (“ESG”) Highlights

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

Recent Recognition

Environmental

Social and Human Capital Management

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Governance

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

Proposal Summary and Board Recommendation

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

RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including in the Compensation“Compensation Discussion and Analysis,” compensation tables and related narratives and descriptions of our Proxy Statement for the 20202022 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 theSay-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.

Thisnon-binding advisory vote is currently scheduled to be conducted every year. The nextSay-on-Pay vote is expected to take place at our 20212023 Annual Meeting of Shareholders.Shareholders (the “2023 Annual Meeting”). The next vote on the frequency of our Say-on-Pay vote is also expected to take place at our 2023 Annual Meeting.

BOARD RECOMMENDATION:

“For” the Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive OfficersFOR” 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 anon-binding, advisory basis, of our named executive officer compensation, which, as described more fully under the section captioned “Compensation Discussion and Analysis,” we have designed to have strong links to performance, both in terms of operationaloperating and financial results as well as in creation and implementation of a corporate strategy which is designed to optimize shareholder value.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 time-basedservice-based RSU awards isare 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, and retention of our named executive officers.appreciation.

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

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K with management. Based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 20192021 and the Proxy Statement for the 20202022 Annual Meeting of Shareholders for filing with the SEC.