David Lukes
About David Lukes
David R. Lukes is President & Chief Executive Officer of SITE Centers and also CEO/Director of Curbline Properties following the October 1, 2024 spin-off; he has served as a director of SITE Centers since 2017 and is not independent . He is 55 years old, holds a B.Env.D. from Miami University, an M.Arch from the University of Pennsylvania, and an MS in Real Estate Development from Columbia University . Under his leadership, SITE Centers executed the Curbline spin-off and deleveraging; total shareholder return from the spin-off plan announcement (10/27/2023) to spin date (10/1/2024), including Curbline shares, was 45.8% vs 38.8% for the FTSE NAREIT Equity Shopping Centers Index . Post-spin, Lukes’ employment and equity moved to Curbline; SITE now accesses his CEO services via a Shared Services Agreement expiring October 1, 2027 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SITE Centers | President & CEO; Director | 2017–present | Led portfolio repositioning, executed Curbline spin-off and balance sheet deleveraging . |
| Equity One, Inc. | CEO; Board member | 2014–2017 | Public shopping center REIT leadership experience . |
| Seritage Realty Trust | President & CEO | 2012–2014 | Led retail real estate platform spin-out from Sears . |
| Olshan Properties (Mall Properties) | President & CEO | 2010–2012 | Private retail/CRE operations leadership . |
| Kimco Realty | Senior roles incl. COO | 2002–2010 (COO 2008–2010) | Large-cap retail REIT operating leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Curbline Properties | President, CEO & Director | 2024–present | Post-spin primary employer; comp determined by Curbline . |
| Citycon Oyj | Director; Strategy & Investment Committee member | Current | Nordic shopping center owner; Nasdaq Helsinki . |
| Retail Value Inc. (RVI) | President, CEO & Director | Through 2022 | Delisted and dissolved in 2022 after asset sales . |
| NAREIT | Advisory Board of Governors | Current | Industry role . |
Fixed Compensation
Multi-year reported compensation paid by SITE Centers (pre/post-spin as applicable):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 900,000 | 900,000 | 675,000 |
| Bonus ($) | — | — | 1,687,500 (pro‑rated max) |
| Non-Equity Incentive ($) | 2,250,000 | 2,250,000 | — |
| Stock Awards ($, FASB ASC 718) | 3,606,484 | 3,550,043 | 5,527,064 (includes PRSU-to-RSU modification) |
| All Other Comp ($) | 43,001 | 40,607 | 44,737 |
| Total ($) | 6,799,485 | 6,740,650 | 7,934,301 |
Notes:
- 2024 bonuses for Lukes reflect pro‑rated annual incentive paid in September 2024 ahead of the spin; following 10/1/2024 SITE no longer employs or compensates him .
Performance Compensation
SITE Centers’ annual and long‑term incentive design (select years):
-
Annual incentive structure
- 2023: 50% Operating FFO per share (range $1.10–$1.16; target $1.13), 50% qualitative; payout awarded at maximum for Lukes ($2.25M) based on results and strategic execution .
- 2024: 100% qualitative due to spin/off balance sheet transactions; Lukes received pro‑rated maximum ($1.6875M) for pre‑spin period .
-
Long‑term incentives (PRSU relative TSR design and 2024 adjustments)
- PRSUs vest based on 3‑year relative TSR vs a defined peer set with 0–200% payout; threshold 33rd percentile (50%), target 55th (100%), max ≥70th (200%) .
- 2021 PRSUs (3/1/2021–2/29/2024) paid at 82.3% of target; Lukes received 142,822 shares (~$1.94M at 2/29/2024 close) .
- 2024 spin adjustments: As of 9/30/2024, outstanding PRSUs were measured and converted into time‑based RSUs at the greater of actual performance or 150% of target; Lukes’ awards were denominated into Curbline equity thereafter .
Detailed incentive table (selected 2024 grants and outcomes at SITE):
| Component | Metric/Terms | Weighting | Target/Grant | Actual/Payout |
|---|---|---|---|---|
| 2024 Annual Incentive | Qualitative assessment only | 100% | Max opp. $2,250,000 | Pro‑rated max $1,687,500 paid Sept 2024 |
| 2024 Service RSUs | Time‑based; generally 3‑yr ratable vest | n/a | 71,298 units (2/22/2024) | Converted to Curbline equity at spin |
| 2024 PRSUs | 3‑yr relative TSR vs peers | n/a | 143,482 target units (3/1/2024) | Measured 9/30/2024, settled as time‑based RSUs ≥150% or actual |
Peer set for 2024 PRSUs included 11 shopping center REITs (e.g., Kimco, Regency, Federal Realty, Tanger, etc.) .
Equity Ownership & Alignment
| Date (Record) | Beneficial Ownership (SITC common) | Notes |
|---|---|---|
| Feb 21, 2024 | 960,921 shares; plus 452,226 RSUs not yet vested (do not confer voting/investment control) | <1% of outstanding (209,357,377 shares); RSUs counted as share equivalents under guidelines . |
| Feb 21, 2025 | 0 shares | Following spin, Lukes’ SITE equity awards were converted into Curbline equity; he no longer holds SITE awards . |
Additional alignment policies:
- Hedging/Pledging: SITE prohibits pledging and hedging by directors and officers .
- Stock Ownership Guidelines: Prior to Nov 2024, CEO guideline was 5x salary; guidelines for executives were eliminated in Nov 2024 as CEO/CIO employment moved to Curbline and awards converted; Director ownership guidelines (5x cash retainer) remain for non‑management directors .
Insider selling pressure:
- 2024 vesting: Lukes had 327,495 shares vest (includes PRSU settlement); vesting does not imply sale; post‑spin he held no SITE equity, so no ongoing SITE selling pressure from Lukes .
Employment Terms
SITE/Curbline transition and Lukes’ Curbline employment economics (key terms):
-
Transition to Curbline
- Assigned Employment Agreement effective Sept 1, 2024 moved employment to Curbline TRS; SITE paid pro‑rated 2024 incentive for pre‑spin portion; Curbline responsible thereafter .
- Shared Services Agreement: Curbline provides CEO and CIO services to SITE; no service fee; term through Oct 1, 2027 .
-
Curbline 2024 Agreement (entered July 18, 2024; effective upon spin)
- Base salary: ≥$50,000 cash plus one‑time $2.7M “Salary Equity Award” in LTIP Units vesting over 4 years (profits interests) .
- Annual cash incentive (post‑2024): threshold/target/max $0.5M/$1.0M/$2.0M; 2024 incentive split between SITE (pre‑spin, pro‑rated) and Curbline (post‑spin, pro‑rated) .
- Performance Equity Award: target $7.2M in performance LTIP Units with 0–250% vesting based on metrics over three, four, and five‑year measurement tranches (25%/25%/50%), at least 50% tied to relative TSR; distributions deferred/contingent .
- Additional time‑based equity: $800,000 per year (restricted stock or LTIP Units at election) in 2025–2027, 3‑year ratable vest .
- Severance (non‑CIC): If terminated without cause/for good reason/death/disability → accelerated vesting as specified; pro‑rated current‑year bonus; 18 months benefits; cash severance = 2.0x ($800,000 + 3‑yr average bonus) for without cause/good reason .
- CIC severance (double trigger within 2 years): 3.0x ($800,000 + average bonus) + 18 months benefits + pro‑rated target bonus; equity acceleration per agreement .
- Other: Company car benefit; up to $25,000 annual reimbursement for life/disability insurance; customary non‑compete/non‑solicit; subject to clawback policies .
SITE obligations:
- Post‑spin, SITE no longer owes compensation or termination/CIC payments to Lukes; all obligations relate to Curbline .
Board Governance
| Attribute | Detail |
|---|---|
| Role | Director, SITE Centers (since 2017); not independent . |
| Board leadership | Separate independent Chair (Dawn Sweeney) since 2024 spin; Lukes is not Chair . |
| Committees (current) | None; independent directors chair Audit (Boston), Compensation (Sweeney), and Nominating & ESG (Foster Curry) . |
| Attendance | All directors attended ≥75% of Board/committee meetings in 2024 . |
| Executive sessions | Regular executive sessions of non‑management and independent directors . |
| Dual‑role implications | CEO serving on board but with independent Chair and majority independent Board; mitigates concentration of power . |
Director/Compensation Program Context and Shareholder Feedback
| Topic | Detail |
|---|---|
| Say‑on‑Pay | Approval ≈97% (2022), 94% (2023), 95% (2024) . |
| Consultant | Compensation Committee engages independent consultant Gressle & McGinley; no conflicts identified . |
| Clawback | NYSE/Rule 10D‑1‑compliant clawback adopted; no recoveries to date . |
| Risk | Comp policies not reasonably likely to cause material adverse risk; mix of fixed, capped incentives, and multi‑year vesting . |
| Hedging/Pledging | Prohibited for directors and officers . |
Compensation Structure Analysis
- Mix and at‑risk orientation (CEO at SITE pre‑spin): Approximately 56% of total target compensation “at risk” (annual incentive + PRSUs); ~62% equity vs 38% cash; ~53% of equity performance‑based (PRSU) under the 2020 CEO agreement .
- 2024 discretion: Committee awarded maximum annual incentive on qualitative basis due to transformational year and successful execution (spin, asset sales, deleveraging) .
- Equity award modification (red flag): The spin conversion set a floor of 150% of target for PRSUs measured as of 9/30/2024 and converted them into time‑based RSUs; increases outcome certainty and reduces performance linkage for remaining vesting period .
- Payer alignment post‑spin: Lukes’ ongoing compensation and equity are at Curbline, not SITE, creating misalignment for SITE‑only shareholders; services to SITE are contractually provided via shared services through 2027 .
Data Tables – Grants/Vesting and Ownership Details
2024 Grants of Plan‑Based Awards (SITE):
| Date | Type | Shares/Units | Terms | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2/22/2024 | Service RSUs | 71,298 | Generally vest in substantially equal installments over 3 years | 1,000,025 |
| 3/1/2024 | PRSUs (target) | 143,482 | 3‑year relative TSR, 0–200% payout | 1,999,995 |
| 10/1/2024 | PRSU modification | n/a | Conversion to time‑based RSUs; incremental fair value | 2,527,044 |
2024 Vested/Settled (SITE):
| Metric | Shares/Value |
|---|---|
| Shares acquired on vesting (all 2024 vested equity) | 327,495 shares |
| Value realized on vesting (total) | $7,447,639 |
| 2021 PRSUs payout (subset of above) | 142,822 shares; ~$1,939,519 (as of 2/29/2024 close) |
Beneficial Ownership (SITC):
| Record Date | Shares | Notes |
|---|---|---|
| 2/21/2024 | 960,921 | <1% of 209,357,377 outstanding; excludes 452,226 RSUs (no current voting/dispositive power) . |
| 2/21/2025 | 0 | All SITE equity awards converted to Curbline; no SITE awards held . |
Investment Implications
- Alignment: Post‑spin, Lukes’ compensation and equity are at Curbline while he continues to serve as SITE’s CEO via a no‑fee shared services arrangement through 2027; this reduces direct economic alignment with SITE shareholders but preserves access to his leadership at lower cost .
- Pay‑for‑performance: Historical design was performance‑heavy (relative TSR PRSUs) with strong say‑on‑pay support; however, 2024’s qualitative max bonus and PRSU conversion to time‑based RSUs at ≥150% of target reduce performance sensitivity and can be viewed as shareholder‑unfriendly if repeated .
- Retention and overhang: Lukes’ Curbline package is sizeable (e.g., $2.7M salary-equity LTIPs + $7.2M target performance LTIPs + annual $800k equity), with robust severance (2.0x) and CIC multiples (3.0x); it likely secures his retention at Curbline, with limited direct implications for SITE save for key‑person dependency under the shared services term .
- Governance: Independent Chair and majority‑independent committees mitigate dual‑role risks; hedging/pledging bans and clawback policy are positives. Say‑on‑pay support has remained high (95–97%) indicating investor tolerance for the transitional 2024 design, but future scrutiny of incentive rigor is likely .