Cynthia Foster Curry
About Cynthia Foster Curry
Independent director at SITE Centers (SITC) since 2024; age 62. She is Chair of the Nominating & ESG Committee and a member of both the Audit and Compensation Committees; the Board designates all current Audit Committee members (including Ms. Foster Curry) as “audit committee financial experts.” Education: B.A. (History of Science) from Skidmore College and MBA from Harvard University. Background includes senior leadership in commercial real estate brokerage, transaction advisory, and capital markets; she joined the SITC Board October 1, 2024, amid the company’s post-spin board refresh and was selected specifically to strengthen oversight of potential asset sales.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LEX-Markets | Chief Revenue Officer | Jan 2021 – Jan 2022 | Led revenue function at a marketplace that takes commercial buildings public via single-asset IPOs |
| Colliers International | President, U.S. Brokerage | Jan 2015 – Jan 2021 | Led U.S. brokerage; extensive transaction leadership across sales/financings |
| Cushman & Wakefield Inc. | Executive Managing Director | Jun 2001 – Jan 2015 | Senior production/leadership in brokerage; portfolio and large-asset transactions |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| InPoint Commercial Real Estate Income, Inc. (diversified REIT) | Independent Director | Since Oct 2016 | Audit Committee member |
| Avison Young (global real estate services firm) | Independent Director | Since Mar 2024 | Audit Committee and Compensation Committee member |
| Urban Land Institute | Trustee | Former | Industry thought-leadership role |
| Hospital for Special Surgery | Board of Trustees | Current | Non-profit governance |
| Museum of the City of New York | Board of Trustees | Current | Non-profit governance |
Board Governance
- Independence: Independent director; Board affirms independence of 2025 nominees (other than the CEO and CIO) and of current Nominating & ESG Committee members.
- Committee roles: Nominating & ESG (Chair, commenced Oct 1, 2024); Audit (member); Compensation (member).
- Audit Committee expertise: All current members are designated “audit committee financial experts.”
- Attendance and engagement: In 2024, the Board held 6 meetings and undertook 26 written actions; each director attended at least 75% of Board and relevant committee meetings during their service period. Non-management directors meet in executive session with each regular Board meeting.
- Committee activity levels (2024): Audit 7 meetings; Compensation 8 meetings (plus written actions); Nominating & ESG 4 meetings.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (pro-rated; joined Oct 1, 2024) | $23,750 | Reflects service from Oct 1, 2024 |
| 2024 Stock Awards (grant-date fair value) | $300,700 | October 15, 2024 RSU award at $17.24; generally vests 1/3 on each of the first three anniversaries; dividend equivalents in cash |
| 2024 Total Director Compensation | $324,450 | Cash + RSUs |
Post-spin director compensation program (effective Oct 1, 2024):
- Annual cash retainer: $60,000 (paid quarterly).
- Upfront RSU retainer upon initial appointment: $300,000; vests $100,000 per year over three years; dividend equivalents paid in cash currently.
- Additional annual committee/leadership fees: Audit Chair $25,000; Audit member $12,500; Compensation Chair $15,000; Compensation member $7,500; Nominating & ESG Chair $15,000; Nominating & ESG member $7,500; Chair of the Board $50,000.
Performance Compensation
- No performance-based director awards disclosed; RSU retainers are time-vested over three years with dividend equivalents paid in cash.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks (2024) | None. The company reports no executive officer served on a board/compensation committee of another company where a SITC Compensation Committee member was an executive officer. Members in 2024 included Ahern (to Sept 30), Boston (from Oct 1), DeFlorio (to Sept 30), Foster Curry (from Oct 1), Sweeney (full year). |
Expertise & Qualifications
- Commercial real estate transactions expertise across brokerage, portfolio and large-asset sales, financings, restructurings, and M&A advisory; prior senior leadership at Colliers and Cushman & Wakefield.
- Audit committee financial expert designation (as part of current Audit Committee).
- Selected to the SITC Board to leverage brokerage/sale/financing experience for oversight of additional property sales as the company executed a spin and asset sale program.
- Education: BA (Skidmore), MBA (Harvard).
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 0 | Feb 21, 2025 | “*” less than 1% of outstanding |
| RSUs credited (unvested; director) | 17,442 units | Feb 21, 2025 | Do not confer voting/dispositive power until vesting |
| Director stock ownership guideline | ≥5x cash retainer = $300,000 | Policy | Must be met by 5th anniversary; retain ≥50% of shares until met; RSUs/units count |
| Guideline compliance status | All directors in compliance as of Dec 31, 2024 | Dec 31, 2024 | Includes non-management directors; RSUs count toward compliance |
| Hedging/pledging | Prohibited for directors and certain officers; currently in compliance per company | Policy | No hedging or pledging allowed |
| Section 16(a) reporting | No late filings disclosed for Ms. Foster Curry; two late Form 4s noted for Lukes and Boston (preferred redemption) | 2024 | Governance hygiene positive |
Related-Party Exposure and Conflicts
- Policy: All material related-party transactions require prior approval by the Nominating & ESG Committee; the policy covers officers and directors.
- Disclosed 2024 related-party transaction: Engagement of Marsh USA LLC (brother-in-law of former CFO employed at Marsh); ~$1,135,000 brokerage commissions; ~$179,625 bonus paid by Marsh to relative; reviewed under policy.
- No related-party transactions involving Ms. Foster Curry are identified in the proxy.
Say-on-Pay & Shareholder Feedback (context)
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2022 | 97% |
| 2023 | 94% |
| 2024 | 95% |
Governance Assessment
-
Strengths
- Independent director with deep transaction expertise aligned to SITC’s strategic focus on portfolio optimization and asset sales; appointed during the post-spin board refresh for this purpose.
- Governance roles indicate influence: Chair of Nominating & ESG; member of Audit and Compensation; Audit Committee “financial expert” designation supports robust financial oversight.
- Strong director pay alignment: significant equity retainer ($300,000) time-vested over 3 years; robust director ownership guideline (≥$300,000), with company indicating compliance as of 12/31/24; hedging/pledging prohibited.
- Board/committee engagement: company-level attendance ≥75%; active committee cadence (Audit 7; Compensation 8; Nominating & ESG 4 in 2024).
- No Section 16 reporting delinquencies for Ms. Foster Curry; no disclosed related-party transactions involving her.
-
Monitoring items
- External directorship at Avison Young (global real estate services firm) could be a prospective counterparty in brokerage/transactions; no SITC-related dealings disclosed, but monitor for any future vendor/transaction overlaps under related-party review policy.
-
Red flags
- None identified in the company’s 2025 proxy specific to Ms. Foster Curry (no attendance issues, no related-party issues, no Section 16 issues).