Gary Boston
About Gary N. Boston
Independent director at SITE Centers Corp. since 2024; age 56. Former Senior Portfolio Manager (retired) at APG Asset Management (2005–2016) covering Americas listed real estate, and previously a senior REIT analyst at Citigroup and PaineWebber. Education: BA, Duke University; MBA, Wharton School. Current board roles include Audit Committee Chair at SITC and committee memberships on Compensation and Nominating & ESG.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| APG Asset Management | Portfolio Manager / Senior Portfolio Manager for North & South America listed real estate | 2005–2016 | Led REIT securities portfolios; deep sector coverage and capital markets expertise |
| Citigroup | Senior analyst covering U.S. REIT sector | ~10 years prior to 2005 | Sell-side research experience; REIT valuation and governance insights |
| PaineWebber, Inc. | Senior analyst covering U.S. REIT sector | ~10 years prior to 2005 | Sell-side research experience; REIT valuation and governance insights |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Terreno Realty Corporation | Independent Director | Since Oct 2022 | Audit; Compensation; Nominating & Corporate Governance |
| Retail Value Inc. (RVI) | Independent Director | 2018–2022 | Board member during disposition and dissolution of prior SITE spin-off |
Board Governance
- Independence: Board determined Boston is independent under NYSE and SEC rules.
- Committees (current): Audit (Chair), Compensation (member), Nominating & ESG (member). Effective Oct 1, 2024.
- Attendance: Board met 6 times in FY2024; each director attended at least 75% of Board and committee meetings during their service period.
- Committee meeting cadence (FY2024): Audit 7; Compensation 8 (+8 written actions); Nominating & ESG 4.
- Board leadership: Independent Chair (Dawn M. Sweeney); executive sessions of non-management directors held with each regular meeting; independent directors meet at least annually.
- Policies: Anti-hedging and anti-pledging for directors/officers; insider trading policy with pre-clearance and blackout periods; director stock ownership guidelines.
Fixed Compensation
| Component | Program Terms | Amounts Applicable to Boston (2024) |
|---|---|---|
| Annual cash retainer | $60,000; paid quarterly | $25,000 (pro-rated for service starting Oct 1, 2024) |
| Committee Chair fees | Audit: $25,000 (annual) | Eligible; Audit Chair |
| Committee member fees | Compensation: $7,500; Nominating & ESG: $7,500 (annual) | Eligible; member on both committees |
| Chair of Board fee | $50,000 (not applicable) | N/A |
2024 Director Compensation (as reported):
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Gary N. Boston | 25,000 | 300,700 | 325,700 |
Notes:
- Stock award values for October 2024 RSU grants based on closing price $17.24 on Oct 15, 2024.
- Program shift post-spin (effective Oct 1, 2024) reduced committee fees vs pre-spin and introduced upfront RSU retainer; cash retainer unchanged at $60,000.
Performance Compensation
| Equity Award Type | Grant/Structure | Vesting | Quantum |
|---|---|---|---|
| RSU Retainer (post-spin) | $300,000 upon initial appointment (Oct 2024) | $100k on 1st, 2nd, 3rd anniversaries; cash dividend equivalents paid currently | Stock award fair value $300,700; priced at $17.24 on Oct 15, 2024 |
| RSUs credited (unvested) | Independent directors credited RSUs that vest in future periods | Time-based vesting per program | 17,442 RSUs credited to each independent director |
Performance metrics: Directors do not receive performance-based awards at SITC; RSUs vest time-based. For context on executive incentive metrics overseen by the Compensation Committee, 2024 PRSU design used relative TSR vs a defined 11-REIT peer set with payout scale: 33rd percentile=50%, 55th=100%, 70th+=200% (straight-line interpolation).
Other Directorships & Interlocks
| Relationship | Description | Governance Consideration |
|---|---|---|
| Current public boards | Terreno Realty (industrial REIT) independent director; committee roles across Audit, Compensation, Nominating/Gov | Relevant finance/accounting oversight experience; not a direct competitive conflict with SITC’s shopping centers focus |
| Prior SITE spin-off | RVI independent director (2018–2022); RVI was managed by SITE; dissolved in 2022 | Prior affiliation offers spin-off/dissolution experience; historical interlock, not ongoing |
| Compensation committee interlocks | Proxy discloses no executive officer interlocks with Compensation Committee members in 2024 | No interlock conflicts identified |
Expertise & Qualifications
- Recognized audit committee financial expertise: Board classified current Audit Committee members (including Boston) as “financial experts.”
- Deep REIT buy-side and sell-side experience across retail real estate; portfolio management and research credentials.
- Education: BA Duke; MBA Wharton (finance).
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested/Deferred Units | % of Outstanding |
|---|---|---|---|
| Gary N. Boston | 254 common shares | 17,442 RSUs credited (do not confer voting/dispositive control until vesting) | <1% (based on 52,430,425 shares outstanding) |
- Director stock ownership guidelines: minimum of 5x cash retainer ($300,000) within 5 years; RSUs/common share units count toward compliance. All directors were in compliance as of Dec 31, 2024.
- Hedging/pledging prohibition: Directors may not hedge or pledge SITC stock.
Governance Assessment
- Strengths: Independent director with audit chair role; classified audit financial expert; multi-committee engagement; robust policies (anti-hedging/pledging, insider trading controls); regular executive sessions; majority independent board; proxy access and majority vote standard. These support board effectiveness and investor confidence.
- Alignment: Equity retainer structure and ownership guidelines foster skin-in-the-game; RSU vesting over three years and required retention of 50% of shares until guideline met.
- Attendance: Met minimum participation (≥75%); committee meeting cadence indicates active oversight in FY2024.
- Potential conflicts: Historical RVI directorship (SITE-managed spin-off) is not ongoing; current external board (Terreno Realty) is an industrial REIT, reducing competitive conflict risk. No Boston-specific related-party transactions disclosed in biography/committee sections.
- RED FLAGS: None evident on pledging/hedging, related-party transactions, or attendance; director compensation uses time-based RSUs rather than options; committee fee levels post-spin are moderate. Monitor cumulative workload across SITC and Terreno committees for overboarding risk, though SITC maintains an anti-overboarding policy.
Overall, Boston’s audit leadership, REIT sector depth, and independent status are positive governance signals; equity retainer and ownership policy enhance alignment, with no apparent conflicts or attendance issues disclosed.