John Cattonar
About John Cattonar
Executive Vice President and Chief Investment Officer (CIO) of SITE Centers since 2021; previously Senior Vice President of Investments (2017–2021). Age 43. Education: Master of Science in Real Estate Development, Columbia University; Bachelor of Arts in Economics, University of North Carolina at Chapel Hill . Director on SITE Centers’ Board since 2024 (not independent), with no committee assignments . Key performance context: 2023–2024 pivot culminated in the Oct 1, 2024 spin-off of Curbline Properties; SITE total shareholder return was 45.8% from Oct 27, 2023 to Oct 1, 2024 including distributed Curbline shares, versus 38.8% for the FTSE NAREIT Equity Shopping Centers Index . Cash flow and capital structure were repositioned pre-spin (asset sales ~$2.3B, $530M mortgage, redemption of unsecured notes/term loan/revolver), leaving ~$306.8M debt and ~$54.6M cash at 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SITE Centers | EVP & CIO | 2021–present | Led acquisitions/dispositions; 2023 sold 22 centers for $966.6M (at share $876.9M) and acquired 12 convenience properties for $165.1M to support spin . |
| SITE Centers | SVP, Investments | 2017–2021 | Drove transactions and portfolio optimization . |
| Equity One, Inc. | VP, Asset Management | 2015–2017 | Asset management for shopping center portfolio . |
| Seritage Realty Trust (affiliate) | Role (real estate company) | 2012–2015 | Retail real estate execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Curbline Properties Corp. | EVP & CIO | 2024–present | Oversees growth of first REIT focused on convenience properties post spin-off; compensation/awards now under Curbline plans . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $350,000 | $475,000 | $375,000 |
| Target Bonus % of Salary | 100% | 100% | 100% |
| Maximum Bonus % of Salary | 150% | 150% | 150% |
Notes:
- In 2024, employment was assigned to a Curbline subsidiary effective Sept 1, 2024, with SITE paying a pro‑rated 2024 cash incentive for service prior to the spin date; thereafter compensation is made by Curbline .
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2022 | Adjusted EBITDA | 30% | $327.5M | ~$356.0M | Max; Cattonar annual incentive $525,000 |
| 2022 | Operating FFO/share | 30% | $1.08 | $1.18 | Contributed to max |
| 2022 | Qualitative goals | 40% | — | — | Max |
| 2023 | Operating FFO/share | 50% | $1.13 | $1.18 | Max; Cattonar annual incentive $750,000 |
| 2023 | Qualitative goals | 50% | — | — | Max (transactions & sourcing) |
| 2024 | Qualitative assessment only (due to spin) | 100% | — | — | Pro‑rated max $562,500 paid Sept 2024 |
Performance Compensation – Equity Awards Detail
| Grant Year | Award Type | Grant Date | Shares/Units | Vesting Schedule |
|---|---|---|---|---|
| 2022 | RSUs | 3/1/2022 | 8,217 | Vest in 3 equal installments on first 3 anniversaries |
| 2022 | PRSUs (target) | 3/1/2022 | 16,140 | Earn 0–200% based on 3‑yr relative TSR vs defined peers |
| 2023 | RSUs | 2/22/2023 | 9,117 | Vest in 3 equal installments on first 3 anniversaries |
| 2023 | PRSUs (target) | 3/1/2023 | 18,422 | Earn 0–200% based on 3‑yr relative TSR; peer list maintained/excluded on M&A |
| 2023 | Employment Agreement RSUs | 9/15/2023 | 74,187 | 10%,10%,10%,10%,60% on each of first five anniversaries |
| 2024 | RSUs | 2/22/2024 | 10,696 | Originally 4‑year ratable; subsequently adjusted at spin |
| 2024 | PRSUs (target) | 3/1/2024 | 43,045 | Measured as of 9/30/2024; converted into time‑based RSUs of Curbline at ≥ of actual or 150% target; continued service required; dividend equivalents paid in cash |
Converted awards at spin (Oct 1, 2024): all of Cattonar’s SITE PRSUs/RSUs were converted into Curbline time‑based RSUs retaining substantially equivalent intrinsic value; performance PRSUs were settled/converted based on the greater of actual performance to 9/30/2024 or 150% of target .
Equity Ownership & Alignment
| Date | Common Shares Beneficially Owned (SITC) |
|---|---|
| Feb 20, 2023 | 13,910 |
| Feb 21, 2024 | 22,213 |
| Feb 21, 2025 | 0 |
Additional alignment policies:
- Executive stock ownership guidelines applied historically (CEO 5x salary; CFO 3x; others 1x), but were eliminated in Nov 2024 recognizing that the CEO and CIO no longer have SITE base salaries and their awards were converted to Curbline .
- Hedging/pledging of company stock by officers/directors is prohibited .
Employment Terms
- Employment Agreements: Original CIO agreement dated May 11, 2021 (term to May 11, 2024) ; new agreement executed Sept 2023 (term to Sept 2026) with increased equity grant levels to retain/incentivize execution of convenience strategy .
- Severance/Change‑of‑Control (as of 12/30/2022): Termination without cause/good reason generally 1.5x base + average bonus; with change‑in‑control, 2.5x (with Accelerated Award Vesting) . Illustrative amounts for Cattonar: cash severance $1,025,000 (without cause) or $1,708,333 (CIC), plus vesting value of unvested awards and benefits (estimates at that date) .
- Spin‑off Assignment: Effective Sept 1, 2024, employment was transferred to Curbline TRS; 2024 annual incentive was split/pro‑rated (SITE paid through Sept 30; Curbline responsible thereafter). Post‑spin, annual time‑based equity may be elected as LTIP Units or restricted stock, and annual performance‑based awards granted by Curbline with ~37‑month period .
- Clawback: NYSE/Exchange Act‑compliant clawback adopted Oct 2, 2023 (applies to incentive comp tied to financial reporting measures) .
- Non‑compete/non‑solicit/garden leave: customary restrictive covenants described in employment agreements .
Board Governance
- Board Service: Director since 2024; not independent . No committee memberships .
- Compensation as Director: Not contemplated to receive separate director compensation while serving concurrently as an executive officer .
- Board Quality: Independent Chair (Dawn M. Sweeney); majority independent; regular executive sessions; 6 Board meetings in 2024 with directors meeting attendance ≥75% of meetings/committees served .
Director Compensation (FY2024 structure; independent directors)
- Post-spin program (from Oct 1, 2024): Annual cash retainer $60,000; upfront RSU retainer $300,000 vesting $100k per year over 3 years; committee chair/member fees: Audit $25,000/$12,500; Compensation $15,000/$7,500; Nominating & ESG $15,000/$7,500; Chair of Board +$50,000 . Cattonar did not receive director fees while an executive .
Compensation Structure Analysis
- Year-over-year mix: 2023 increased cash incentive maxima (Cattonar’s base raised to $500k; target bonus 100% of salary), and added a significant 5‑year retention RSU (74,187 units), shifting more compensation to long-dated equity to promote retention .
- Metric shifts: 2023 annual incentive weighting changed to 50% Operating FFO and 50% qualitative (vs 2022: 30% Operating FFO, 30% Adjusted EBITDA, 40% qualitative) reflecting transaction intensity and spin preparation .
- 2024 qualitative-only annual incentive and PRSU conversion: due to spin, Committee based payouts entirely on qualitative assessment and converted PRSUs to time-based RSUs measured at ≥ of actual or 150% of target—an upward floor that favors retention through transition .
Say‑on‑Pay & Shareholder Feedback
- Approval rates: 2022 ~97%; 2023 ~94%; 2024 ~95% .
- Investor engagement: Meetings held with major holders (16 of top 25 in 2024; 15 of top 25 in 2023), with favorable views on pay design and performance-based equity .
Risk Indicators & Red Flags
- Dual role: Director and CIO (not independent), mitigated by independent Chair and majority independent Board; policy prohibits hedging/pledging .
- Equity award conversion: PRSUs measured at ≥ of actual or 150% of target before conversion into time-based RSUs may be seen as generous; however designed to avoid performance truncation risk from spin timing and maintain retention/ alignment .
- Insider trading/controls: Quarterly blackout and pre-clearance required for officers/directors .
- Options: No option repricing; Company has not issued options since 2017; remaining options unaffected or minimal .
Equity Ownership & Insider Selling Pressure
- Beneficial ownership in SITC declined to zero by Feb 21, 2025 (post spin and award conversion to Curbline), reducing direct SITC share exposure . Outstanding SITC RSUs at YE2022 (27,011) were scheduled for vesting, but were subsequently converted to Curbline RSUs in the spin . Hedging/pledging prohibited, reducing forced-selling risk .
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Investment Implications
- Alignment: Cattonar’s SITC equity exposure was largely converted to Curbline RSUs, and SITC no longer compensates him post 10/1/2024. His direct alignment has shifted to Curbline, while SITE relies on the Shared Services Agreement for leadership continuity (Curbline provides CEO/CIO to SITE through Oct 1, 2027) .
- Retention: Five-year RSU vesting (10/10/10/10/60) granted in Sept 2023 and conversion of PRSUs into time-based RSUs at spin favor retention through critical periods and reduce near-term selling pressure .
- Governance: Dual-role non-independent director raises independence considerations, but SITE’s governance features (independent Chair, majority independent Board, strong policies) mitigate concerns .
- Compensation vs performance: 2022–2023 incentives paid at maximum levels supported by exceeding Operating FFO/EBITDA targets and delivery of spin strategy milestones; qualitative-only 2024 payouts reflect execution risk managed through leadership continuity .