Aaron Kitlowski
About Aaron Kitlowski
Aaron M. Kitlowski (age 52) is Executive Vice President, General Counsel and Corporate Secretary of SITE Centers, serving since 2017 and appointed as an executive officer effective October 1, 2024; he previously also served as Executive Vice President and Secretary of RVI since 2018. He holds a J.D. from Duke University School of Law and a B.A. from Duke University, and prior roles include General Counsel & Corporate Secretary at Equity One, Chief Counsel at CIT Group, and Associate at Simpson Thacher & Bartlett . Company performance over the spin-off period saw a 45.8% total shareholder return from Oct 27, 2023 to Oct 1, 2024 vs 38.8% for the FTSE NAREIT Equity Shopping Centers Index, supporting the Committee’s subjective max incentive payouts in 2024 .
Past Roles
| Organization | Role | Duration | Notes |
|---|---|---|---|
| Equity One (REIT) | General Counsel & Corporate Secretary | 6 years | Principal legal officer for retail shopping center operator |
| CIT Group Inc. | Chief Counsel | 6 years | Senior legal leadership at diversified finance company |
| Simpson Thacher & Bartlett | Associate | 7 years | Corporate law experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| RVI (Retail Value Inc.) | Executive Vice President & Secretary | Since 2018 | Affiliate-related legal leadership |
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Base salary paid | $445,962 | As reported in 2024 Summary Compensation Table |
| Employment agreement base rate | $450,000 | Effective Apr 8, 2024 (new agreement replacing Sep 2021 agreement) |
| Annual cash incentive (paid Feb 2025) | $675,000 | Max under agreement; qualitative assessment of 2024 performance |
| Special spin-off bonus (Sep 2024) | $225,000 | For contribution to Curbline spin-off; included in total reported “Bonus” |
| Stock awards (grant-date fair value) | $1,432,897 | FASB ASC 718 fair value for 2024 awards |
| All other compensation | $36,158 | Includes 401(k) and deferred comp plan matching ($22,400) and disability insurance premiums |
| Total compensation | $2,815,017 | 2024 Summary Compensation Table |
Performance Compensation
| Metric / Award | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual cash incentive (2024) | Qualitative (subjective) | 100% of base salary ($450,000) | 150% of base ($675,000) approved Feb 2025 | Cash; paid Feb 2025 |
| Special spin-off cash bonus | N/A | N/A | $225,000 in Sep 2024 | Cash |
| 2024 PRSUs (8,968 target units) | Relative TSR vs peer group | 55th percentile = 100%; 33rd = 50%; 70th+ = 200% | Earnout 0–200% based on 3-year TSR (Mar 1, 2024–Feb 28, 2027); awards adjusted due to reverse split/spin-off (Kitlowski retained Company awards) | Payable in shares after performance period; adjusted for corporate actions |
| Annual service-based RSUs (7,131) | N/A | N/A | N/A | Ratable vest on Feb 22 of 2025/2026/2027; cash dividend equivalents |
| Upfront retention RSUs (73,918) | N/A | N/A | ~$1,050,000 value at grant | 100% cliff vest on Apr 8, 2027; cash dividend equivalents |
2024 incentive payouts were determined via qualitative assessment considering spin-off execution, asset sales, financing, debt redemption, and acquisitions; Committee awarded max payouts under agreements .
Equity Ownership & Alignment
| Holding | Quantity | Market/Value | Notes |
|---|---|---|---|
| Common shares beneficially owned | 5,761 | N/A | Sole voting/investment power; <1% of outstanding |
| Unvested RSUs (year-end 2024) | 114,067 | $1,744,084 | Market value at $15.29 per share on Dec 31, 2024 |
| 2024 stock vested (shares) | 8,308 | $194,199 | Value realized on vesting in 2024 |
| Options | — | — | No option awards or exercises reported for 2024 |
Stock ownership guidelines for executive officers were eliminated in Nov 2024 (previously 1x salary for non-CEO execs); hedging and pledging of Company stock are prohibited and all covered persons are in compliance .
RSU Vesting Schedule (as of Dec 31, 2024)
| Vest Date | Units |
|---|---|
| Feb 22, 2025 | 1,924 |
| Feb 22, 2025 and 2026 (equal installments) | 4,273 total |
| Feb 22, 2025, 2026, 2027 (equal installments) | 6,268 total |
| Feb 28, 2025 | 11,670 |
| Feb 28, 2026 | 12,901 |
| Feb 28, 2027 | 12,033 |
| Apr 8, 2027 (cliff) | 64,998 |
Deferred Compensation (Elective Plan, 2024)
| Executive Contributions | Company Matching | Aggregate Earnings | Aggregate Balance at FYE |
|---|---|---|---|
| $35,000 | $22,400 | $47,110 | $376,199 |
| Notes | Matching also noted within “All other compensation”; earnings not in SCT | ||
| Citations |
Employment Terms
- New General Counsel Employment Agreement effective April 8, 2024 (replacing Sep 2021 agreement): base salary increased to $450,000; annual cash incentive opportunity range increased from 40–80% to 50–150% of base; grant of upfront service-based RSUs (73,918) with 3-year cliff vest; accelerated vesting of equity awards provided upon certain termination events .
- Change-in-control framework is double-trigger (requires a “Triggering Event” such as termination without cause or resignation for good reason after a change in control); the definition of change in control includes merger/sale/asset sale, 30%+ ownership without Board consent, or Board turnover thresholds .
- Executive compensation clawback policy applies to excess incentive-based compensation upon certain accounting restatements; recovery not conditioned on fault, subject to limited impracticability exceptions; no clawbacks reported to date .
Potential Payments Upon Termination or Change in Control (Hypothetical as of Dec 31, 2024)
| Scenario | Cash Severance | Unvested RSUs | Insurance Payment | Accrued Vacation | Total |
|---|---|---|---|---|---|
| Retirement or voluntary (without Good Reason) | — | — | — | $17,308 | $17,308 |
| Involuntary not for cause or Good Reason | $1,950,000 | $1,744,084 | $46,135 | $17,308 | $3,757,527 |
| Involuntary or Good Reason (in connection with change in control) | $1,950,000 | $1,744,084 | $46,135 | $17,308 | $3,757,527 |
| Disability | $450,000 | $1,744,084 | $46,135 | $17,308 | $4,243,310 (includes disability insurance proceeds of $1,985,783) |
| Death | $450,000 | $1,744,084 | $46,135 | $17,308 | $2,257,527 |
Compensation Structure Analysis
- 2024 cash vs equity mix: Cash-heavy due to qualitative max annual incentive ($675,000) and special spin-off bonus ($225,000), alongside meaningful RSU grants (annual and upfront retention) .
- Shift toward RSUs: No option awards reported; equity compensation via RSUs (time-based and performance-based) only; PRSUs for 2024 subject to relative TSR, but were adjusted due to reverse stock split/spin-off, with Kitlowski maintaining Company awards—reducing pure performance linkage vs original terms .
- Guaranteed vs at-risk pay: Annual incentive remained variable but was awarded at maximum based on qualitative assessment tied to strategic execution (spin-off and balance sheet actions) .
- Award modifications: PRSU modifications in 2024 tied to corporate actions; incremental fair value disclosed for modified PRSUs (award-level disclosure framework addresses anti-dilution and structural adjustments) .
Say-on-Pay & Shareholder Feedback
- Historical say-on-pay support: 97% (2022), 94% (2023), 95% (2024); investor outreach indicated no significant shareholder concerns regarding executive pay .
Equity Ownership & Pledging/Hedging
- Ownership guidelines for executives eliminated in Nov 2024 (prior compliance noted); hedging and pledging of Company stock prohibited; all covered employees, including executive officers, are in compliance .
Performance & Track Record
- 2024 achievements underpinning incentive payouts included asset sales (~$2.3B), capitalizing Curbline Properties with $800M cash, refinancing ($530M mortgage), redemption of $1.2B unsecured notes and $200M term loan termination of $950M revolver, and acquisition of 14 convenience properties ($219M) .
- Legal leadership and execution support evidenced by signing and attestation roles across multiple 8-Ks in 2025, reflecting ongoing transactional and disclosure responsibilities .
Board Governance (for context; Kitlowski is not a director)
- Board/committee structures are disclosed, but Kitlowski serves in executive capacity, not as a director; no director-specific governance items apply .
Investment Implications
- Alignment: Significant unvested RSU balance ($1.74M) and cliff vest of 64,998 units in Apr 2027 support retention and alignment; hedging/pledging ban reduces misalignment risk .
- Near-term selling pressure: 2025–2027 scheduled RSU vestings (Feb 22/28 each year) and 2024 vest events (8,308 shares vested) create predictable supply; however, no options and cash dividends on RSUs may temper liquidity-driven selling .
- Pay-for-performance: PRSUs tie payouts to relative TSR with a rigorous 0–200% scale; 2024 qualitative max bonus reflects exceptional strategic execution, but PRSU adjustments post spin-off modestly reduce pure performance sensitivity for legacy awards .
- Retention and change-in-control: Double-trigger protections and accelerated vesting on termination increase retention but also create defined severance economics ($3.76M in most termination scenarios), which investors should incorporate into governance risk assessments .