The CEO received zero direct compensation from SITE Centers in 2025 because his employment was transferred to Curbline Properties following the October 2024 spin-off, so there is no CEO pay level concern for the company to evaluate. The only executives paid directly by the company were the CFO (Gerald Morgan, total $812,000) and the General Counsel (Aaron Kitlowski, total $1,160,250), both of which appear modest and consistent with their roles at a small-cap company in a managed wind-down. The prior year's Say on Pay received approximately 77% support (above the 70% threshold that would require a No vote), and while the Compensation Committee acknowledged the result and explained it was driven by a one-time PRSU conversion at the time of the spin-off — a situation that no longer applies — no structural changes were needed for 2025 since no equity awards were granted. A flag is noted for the 2025 incentive bonuses being paid at the maximum level based entirely on qualitative judgment with no pre-set quantitative metrics, but this is disclosed transparently and is contextually reasonable given the difficulty of forecasting asset sale timing during an active disposition program; on balance, the program is straightforward and appropriately scaled for a wind-down entity.

The non-audit fees for 2025 (audit-related fees of $177,088 plus tax fees of $588,881 plus other fees of $2,160, totaling $768,129) represent approximately 74% of audit fees ($1,031,888), which exceeds the 50% threshold under the policy; however, the elevated non-audit ratio in prior years was heavily driven by a one-time $2.047 million carve-out audit fee related to the Curbline Properties spin-off, and in 2025 the remaining non-audit work consists largely of routine tax compliance and minor software licensing — the 2025 ratio, while above 50%, reflects a normalizing fee structure at a company in wind-down mode with no new large one-time transactions, and PwC is a Big 4 firm appropriate for the company's size; on balance, the non-audit trigger is noted but the context supports a FOR vote as the elevated ratio is not indicative of an independence concern. Auditor tenure was not disclosed in the proxy filing, so the tenure trigger cannot be applied and defaults to FOR per policy.