Dawn Sweeney
About Dawn M. Sweeney
Independent Chair of the Board at SITE Centers (director since 2018; age 65), formerly President & CEO of the National Restaurant Association (2007–2019). She holds a BS in Government from Colby College and an MBA in Marketing from The George Washington University; current roles include Advisor/Principal at New England Consulting Group (since 2020), strategic partner with JLL’s Non-Profit & Association practice (since 2022), and Executive in Residence at Georgetown McDonough School of Business . At SITC, she is independent and serves as Chair of the Board, Chair of the Compensation Committee, and member of the Audit and Nominating & ESG Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Restaurant Association | President & CEO | 2007–2019 | Led industry trade association; recognized restaurant/foodservice leader |
| New England Consulting Group | Advisor & Principal | Since 2020 | Focus on restaurant and association practices |
| JLL | Strategic Partner, Non-Profit & Association practice | Since 2022 | Strategic advisory |
| Georgetown University, McDonough School of Business | Executive in Residence | Not disclosed | Academic engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FLUENT Corp. (formerly Cansortium Inc.; CSE-listed) | Independent Director; Chair, Governance & Compensation Committee | Since Dec 2024 | Governance and compensation leadership |
| RIV Capital | Independent Director; Chair, Compensation, Nominating & Governance; Audit Committee member | Sep 2022–Dec 2024 (ended upon merger with FLUENT) | Compensation, governance, audit oversight |
| MedStar National Rehabilitation Hospital | Chair of the Board | Not disclosed | Board leadership |
| The Arc Foundation | Board Member | Not disclosed | Advocacy for individuals with disabilities |
Board Governance
- Independent Chair of the Board; responsibilities include coordinating board oversight, liaising with management, setting agendas, presiding over executive sessions, and assisting with governance and succession planning .
- Committee assignments: Chair—Compensation; Member—Audit, Nominating & ESG .
- Attendance and engagement: In 2024, Board held 6 meetings and 26 written actions; each Director attended at least 75% of Board/committee meetings and Directors attended the May 2024 Annual Meeting; non-management Directors meet in executive session at each regular meeting, chaired by the Board Chair; independent Directors meet at least annually .
- Committee activity: Audit Committee held 7 meetings; Compensation Committee held 8 meetings (with written actions); all members of both committees were independent per SEC/NYSE standards; Audit Committee members qualified as “financial experts” except Ms. Abraham (who met literacy requirements) .
- Compensation Committee interlocks: None—no SITC executives serve on boards/committees where SITC Compensation Committee members are executive officers, and vice versa .
- Governance policies: Separate independent Chair and CEO; anti-overboarding; mandatory retirement age 76; proxy access; prohibition on pledging/hedging; Director share ownership requirements .
Fixed Compensation
Pre-spin (Jan 1–Sep 30, 2024) program for non-management Directors:
| Component | Annual Amount | Payable |
|---|---|---|
| Fixed-Dollar Stock Retainer | $60,000 | Quarterly in common shares |
| Fixed-Share Stock Retainer | 3,800 common shares | Quarterly in common shares |
| Cash Retainer | $60,000 | Quarterly in cash or common shares (Director’s election) |
| Chair of the Board Fee | $100,000 | Quarterly cash or shares; pro-rated in 2024 |
| Audit Committee Chair / Member | $40,000 / $25,000 | Quarterly; cash or shares |
| Compensation Committee Chair / Member | $40,000 / $25,000 | Quarterly; cash or shares |
| Nominating & ESG Chair / Member | $30,000 / $20,000 | Quarterly; cash or shares |
Post-spin (beginning Oct 1, 2024) program for non-management Directors:
| Component | Annual Amount | Payable |
|---|---|---|
| RSU Retainer | $300,000 upon initial appointment | Vests $100k/$100k/$100k on 1st/2nd/3rd anniversaries; dividend equivalents in cash |
| Cash Retainer | $60,000 | Paid quarterly |
| Chair of the Board Fee | $50,000 | Additional annual cash; paid quarterly |
| Audit Committee Chair / Member | $25,000 / $12,500 | Paid quarterly in cash |
| Compensation Committee Chair / Member | $15,000 / $7,500 | Paid quarterly in cash |
| Nominating & ESG Chair / Member | $15,000 / $7,500 | Paid quarterly in cash |
2024 actual Director compensation (Sweeney):
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 132,500 | 387,458 | 519,958 |
Performance Compensation
- Director equity awards are not performance-based; RSU retainers vest time-based in equal installments over three years. For Ms. Sweeney, an RSU was granted October 15, 2024 (grant-date closing price $17.24); vesting generally on the first, second, and third anniversaries (i.e., expected Oct 15, 2025/2026/2027), with dividend equivalents paid in cash .
- No disclosed performance metrics (TSR, EBITDA, ESG, etc.) tied to Director compensation .
Director equity award detail (Sweeney, 2024):
| Grant Date | Instrument | Shares/Units | Grant-Date Price / Fair Value | Vesting |
|---|---|---|---|---|
| Feb 15, 2024 | Common shares (quarterly equity retainer) | 1,999 | $14.31 per share | Immediate upon grant as director compensation shares |
| May 15, 2024 | Common shares (quarterly equity retainer) | 2,007 | $14.20 per share | Immediate upon grant as director compensation shares |
| Aug 15, 2024 | Common shares (quarterly equity retainer) | 1,923 | $15.42 per share | Immediate upon grant as director compensation shares |
| Oct 15, 2024 | RSU retainer (post-spin) | Not disclosed | $17.24 per share basis; included in $387,458 total | Time-based: 1/3 on 1st, 2nd, 3rd anniversaries |
Clawbacks and hedging/pledging:
- Clawback policy applies to incentive-based compensation; Directors are subject to prohibition on pledging/hedging Company stock; Company states current compliance among Directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| FLUENT Corp. (CSE) | Independent Director; Chair Governance & Compensation | Governance & Compensation Chair | No SITC compensation interlocks disclosed |
| RIV Capital | Independent Director; Chair Compensation/Nominating/Governance; Audit member | Compensation/Nominating/Governance Chair; Audit member | Tenure ended Dec 2024 due to merger with FLUENT; no SITC interlocks disclosed |
- Related-party transactions section in SITC proxy discusses the Otto Family nomination rights and resignation; no transactions involving Ms. Sweeney are disclosed in that section .
- Compensation Committee interlocks: None, per proxy .
Expertise & Qualifications
- Extensive managerial experience; track record in revenue growth, organizational culture, and sustaining growth; recognized leader in restaurant/foodservice .
- Education: BS in Government (Colby College); MBA in Marketing (The George Washington University) .
- Board qualifications: Serves as independent Chair; active governance and compensation leadership roles externally .
Equity Ownership
| As of | Beneficial Common Shares | RSUs (unvested; economic equivalent) | Deferred Stock Units (Director Plan) | Ownership % |
|---|---|---|---|---|
| Feb 21, 2025 | 4,150 | 17,442 (credited to each independent Director) | 46,373 units; valued at $709,056 at 12/31/2024 ($15.29/share) | <1% |
- Director Stock Ownership Guidelines: Minimum of 5× cash retainer ($300,000) in shares/equivalents; retain at least 50% of shares/equivalents received until compliant; all Directors were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for Directors; Company reports compliance among Directors .
Governance Assessment
- Positive signals: Independent Chair role with robust responsibilities; strong committee engagement (Compensation Chair; Audit and Nominating & ESG member); solid attendance; regular executive sessions; and independent committee composition .
- Alignment: Director pay includes meaningful equity (RSUs with multi-year vesting), sizable deferred stock units, and binding ownership guidelines—all supportive of shareholder alignment; Sweeney’s 2024 total director compensation was $519,958 with equity as a major component .
- Conflicts/interlocks: No compensation committee interlocks disclosed; related-party transactions in proxy do not reference Sweeney; hedging/pledging prohibition reduces misalignment risk .
- RED FLAGS: None disclosed regarding attendance, pledging/hedging, related-party transactions, or pay anomalies; governance framework includes anti-overboarding and retirement age policies .