CURB Curbline Properties Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒            Filed by a Party other than the Registrant ☐

Check the appropriate box:

Curbline Properties Corp.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Notice of 2025 Annual

Meeting of Stockholders

& Proxy Statement

		Notice of Annual Meeting of Stockholders

To the Stockholders of Curbline Properties Corp.:

The 2025 Annual Meeting of Stockholders of Curbline Properties Corp. will be held as follows:

By Order of the Board of Directors,

Lesley Solomon

Executive Vice President,

General Counsel and Secretary

Dated: March 26, 2025

2025 Proxy Statement

Table of Contents

 PROXY STATEMENT SUMMARY 

Proxy Statement Summary

This Proxy Statement Summary contains highlights and information that can be found elsewhere in this Proxy Statement as indicated by the applicable page references. This summary does not contain all of the information that you should consider, and therefore you should read the entire Proxy Statement.

2025 ANNUAL MEETING OF STOCKHOLDERS

VOTING MATTERS AND BOARD RECOMMENDATIONS

HOW TO VOTE

Stockholders of record (i.e., stockholders who own shares in their own name as reflected in the records of our transfer agent, Computershare Trust Company, N.A. (“Computershare”)) may vote their shares in any of the following ways:

		By Internet: To submit a proxy over the Internet, go to www.investorvote.com/curb. You will need the control number that appears on your Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or Proxy Card.
		By Telephone: To submit a proxy by telephone, call toll free 1-800-652-8683. You will need the control number that appears on your Notice of Internet Availability or Proxy Card.
		By Mail: If you received a full paper set of proxy materials, date and sign your Proxy Card and mail it in the enclosed, postage-paid envelope. You do not need to mail the Proxy Card if you are submitting your proxy by Internet or telephone.
		At the Meeting: To vote at the Annual Meeting, visit www.meetnow.global/MUPDS9Z. You will need the control number that appears on your Notice of Internet Availability or Proxy Card.

Curbline Properties Corp. | 2025 Proxy Statement 1

 PROXY STATEMENT SUMMARY 

Stockholders whose shares are held of record by a broker, bank, trust or other nominee may vote their shares by following the instructions provided by such broker, bank, trust or other nominee or at the Annual Meeting. Please note that if your shares are held of record by a broker, bank, trust or other nominee, you must register in advance in order to vote electronically at the Annual Meeting. To register in advance, you must forward a legal proxy from your broker, bank, trust or other nominee holding your shares to Computershare at legalproxy@computershare.com no later than 5:00 p.m. Eastern Time on Friday, May 2, 2025. You will receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetnow.global/MUPDS9Z and enter your control number.

Even if you intend to attend the Annual Meeting, we encourage you to submit your proxy in advance of the Annual Meeting.

2025 CONTINUING DIRECTORS AND DIRECTOR NOMINEES

*Nominee for re-election as a Class I Director at the Annual Meeting.

**Chairman of the Board

Our Board strives to maintain an independent, balanced and diverse set of Directors that collectively possess the expertise to ensure effective oversight of management. Six of our seven Directors are independent, two of our Directors are women and one of our Directors is African American.

SPIN-OFF AND COMPANY OVERVIEW

The Company was originally formed as a wholly owned subsidiary of SITE Centers Corp. (“SITE Centers”). In connection with the spin-off (“Spin-Off”) transaction, SITE Centers contributed a portfolio of 79 convenience retail properties to Curbline, as well as transferred to Curbline certain other assets, liabilities and obligations, and effected a pro rata special distribution of shares of common stock of Curbline (“common stock”) to SITE Centers common shareholders. On October 1, 2024 (the “Spin-Off Date”) the Spin-Off was completed, and the Company began operating as the first publicly traded real estate company exclusively focused on the convenience property sector. Curbline expects to elect to be taxed as a real estate investment trust (“REIT”) commencing with its initial taxable year ending on December 31, 2024.

2024 PERFORMANCE HIGHLIGHTS

From the completion of the Spin-Off through December 31, 2024, the Company acquired 20 convenience shopping centers for $206.1 million. Over the course of 2024, Curbline signed new leases and renewals for approximately 0.3 million square feet of gross leasable area (“GLA”), which included 0.1 million square feet of new leasing volume.

Additionally, the Company closed on a $500 million credit facility, which includes a revolving credit facility in the amount of $400.0 million and a delayed draw term loan facility in the amount of $100.0 million. The Company also entered into a forward interest rate swap agreement to fix the variable-rate component of the $100.0 million delayed draw term loan facility, fixing the all-in rate of the facility at 5.078% based on the loan’s current applicable spread.

2 Curbline Properties Corp. | 2025 Proxy Statement

 PROXY STATEMENT SUMMARY 

As of December 31, 2024, the Curbline portfolio consisted of approximately 3.1 million square feet of GLA of convenience retail real estate and was 95.5% leased and 93.9% occupied with annualized base rent per occupied square foot of $35.62. All of Curbline’s properties are located in the United States and are geographically diversified, principally across the Southeast, Mid-Atlantic, Southwest and Mountain regions, along with Texas.

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to the highest standards of corporate governance, which we believe will ensure that the Company is managed for the long-term benefit of our stakeholders. We monitor developments and best practices in corporate governance and consider feedback from stockholders when evaluating our governance, policies and structure.

Curbline Properties Corp. | 2025 Proxy Statement 3

 PROXY STATEMENT SUMMARY 

COMPENSATION PRACTICES

The Compensation Committee oversees the design and administration of the Company’s executive compensation programs. Our compensation programs reward executives not only for delivering superior returns but also for achieving financial and non-financial measures of performance that enhance long-term stockholder and stakeholder value. The following are key features of our executive compensation programs.

Pay Aligned With Performance

Our executive compensation is aligned with Company performance. Approximately 65% of the targeted level of annualized compensation for our CEO granted on and after the Spin-Off is variable and “at risk” based on performance. Further, and as described in more detail in the Executive Compensation Tables and Disclosure Section, only $50,000 of our CEO’s base salary is fixed and the remainder of his non-performance based compensation is structured as a salary equity award and annual time-based equity grants with their value tied to the Company’s share price and the CEO’s continued service with the Company.

4 Curbline Properties Corp. | 2025 Proxy Statement

 PROXY STATEMENT SUMMARY 

IMPLICATIONS OF BEING AN “EMERGING GROWTH COMPANY”

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and may remain an emerging growth company until December 31, 2029 or until such earlier time as we have more than $1.235 billion in annual revenue, we become a “large accelerated filer” under SEC rules, or we issue more than $1 billion of non-convertible debt over a three-year period. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an “emerging growth company.” For so long as we remain an emerging growth company, we are permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include reduced disclosure obligations regarding executive compensation. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We may take advantage of some or all of these exemptions until such time as we are no longer an emerging growth company. We have taken advantage of certain reduced reporting obligations in this proxy statement. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

Curbline Properties Corp. | 2025 Proxy Statement 5

Proposal One: Election of

Two Class  I Directors

PROPOSAL SUMMARY AND BOARD RECOMMENDATION

At the Annual Meeting, unless you specify otherwise, the share of common stock represented by your proxy will be voted to elect the two Class I Director nominees identified below. If any of the Director nominees is not a candidate when the election occurs for any reason (which is not expected) and the size of our Board remains unchanged, then our Board intends that proxies will be voted for the election of a substitute Director nominee designated by our Board as recommended by the Nominating and Sustainability Committee.

Our Charter initially divides the Curbline Board into three classes, designated Class I, Class II and Class III. The three director classes are as follows:

Our Charter contains a sunsetting provision for the classified nature of our Board such that our Board will be fully declassified at the 2027 annual meeting. At the annual meeting of stockholders held in 2025, the successors to the Class I directors whose terms expire at that meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in 2027. At the annual meeting of stockholders held in 2026, the successors to the Class II directors whose terms expire at that meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in 2027. At each annual meeting of stockholders held thereafter, the successors to the directors whose terms expire will be elected to hold office for a term expiring at the annual meeting of stockholders held in the year following the year of their election.

BOARD RECOMMENDATION:

“FOR” ALL CLASS I DIRECTOR NOMINEES

6 Curbline Properties Corp. | 2025 Proxy Statement

DIRECTOR NOMINEES WHOSE TERMS EXPIRE

AT THE ANNUAL MEETING

Our Board has nominated and recommends that stockholders vote “FOR” the election of each of the following Director nominees, each to serve until the 2027 annual meeting of stockholders and until a successor has been duly elected and qualified. Each nominee is currently serving as a Director and was originally identified and recommended to serve as a director in connection with their service on the board of directors of SITE Centers.

Curbline Properties Corp. | 2025 Proxy Statement 7

CONTINUING DIRECTORS WHOSE TERMS EXPIRE

AT THE 2026 AND 2027 ANNUAL MEETINGS

8 Curbline Properties Corp. | 2025 Proxy Statement

Curbline Properties Corp. | 2025 Proxy Statement 9

INDEPENDENT DIRECTORS

Our Board has affirmatively determined that, excluding Mr. Lukes, (i) all Directors who served during 2024 were, and (ii) all Directors nominated by the Board for election in 2025 are, independent within the meaning of the rules of the New York Stock Exchange (“NYSE”) and, as applicable, the rules of the Securities and Exchange Commission (“SEC”), including with respect to the applicable Director’s service on the Compensation and/or the Audit Committee. Our Corporate Governance Guidelines provide that our Board will be comprised of a majority of independent Directors and that only those Directors or Director nominees who meet the listing standards of the NYSE will be considered independent. Our Board reviews annually the relationships that each Director or Director nominee has with us (either directly or indirectly), and only those Directors or Director nominees whom our Board affirmatively determines have no material relationship with us will be considered independent.

DIRECTOR QUALIFICATIONS AND REVIEW OF DIRECTOR NOMINEES

The Nominating and Sustainability Committee will periodically review the composition of our Board as a whole and recommend, if necessary, actions to be taken so that our Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for our Board as a whole and contains at least the minimum number of independent Directors required by applicable laws and regulations and our Corporate Governance Guidelines. The Nominating and Sustainability Committee is responsible for ensuring that the composition of our Board appropriately reflects the needs of our business and, in furtherance of this goal, proposing the addition of Directors and requesting the resignation of Directors for purposes of ensuring the requisite skill sets and commitment of the Directors to actively participate in Board and committee meetings. Directors should possess such attributes and experience as are necessary to provide a broad range of personal characteristics including diversity, management skills, and real estate and general business experience. Directors should commit the requisite time for preparation and attendance at regularly scheduled Board and committee meetings, as well as participate in other matters necessary to ensure we are well-positioned to engage in best corporate governance practices.

In evaluating a Director candidate, the Nominating and Sustainability Committee will consider factors that are in the best interests of the Company and its stockholders, including the knowledge, experience, integrity, skills and expertise of each candidate; the potential contribution of each candidate to the diversity of backgrounds, experience and competencies that our Board desires to have represented; each candidate’s ability to devote sufficient time and effort to his or her duties as a Director; independence and willingness to consider all strategic proposals; any other criteria established by our Board and

10 Curbline Properties Corp. | 2025 Proxy Statement

any core competencies or real estate expertise necessary to staff Board committees. In addition, the Nominating and Sustainability Committee will consider potential members’ qualifications to be independent under the NYSE listing standards in accordance with our Corporate Governance Guidelines, and will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills, and expertise that are likely to enhance our Board’s ability to oversee our affairs and business, including, when applicable, to enhance the ability of committees of our Board to fulfill their duties.

The Nominating and Sustainability Committee will consider suggestions forwarded by stockholders to our Secretary concerning qualified candidates for election as Directors. To recommend a prospective candidate for the Nominating and Sustainability Committee’s consideration and potential recommendation to the Board for nomination for Director, a stockholder may submit the candidate’s name and qualifications to our Secretary at the following address: 320 Park Avenue, New York, New York 10022. The Nominating and Sustainability Committee has not established specific minimum qualifications that a candidate must have to be recommended to our Board. However, in determining qualifications for new Directors, the Nominating and Sustainability Committee will consider those guidelines described above. The Nominating and Sustainability Committee will consider a pool of potential Board candidates established from recommendations from stockholders and third parties, including management and current Directors. The Nominating and Sustainability Committee may, in its discretion, retain a search consultant to supplement the pool of potential Board candidates considered for nomination.

Our Bylaws set forth the requirements with respect to the nomination of candidates for Director by stockholders.

PROXY ACCESS

Our Bylaws provide proxy access pursuant to which a stockholder or group of up to 20 stockholders satisfying specified eligibility requirements may include director nominees in our proxy materials for annual meetings. To be eligible to use proxy access, such stockholders must, among other requirements:

The maximum number of director nominees that may be submitted pursuant to these provisions will be the greater of (i) 20% of the directors up for election and (ii) two.

MAJORITY VOTE STANDARD

Consistent with best corporate governance practices, the Bylaws provide for a majority vote standard in uncontested elections and a plurality vote standard in contested elections of Directors. An election of Directors is contested when the number of nominees for election as a Director exceeds the number of Directors to be elected. Under a majority vote standard, each vote is specifically counted “For” or “Against” the Director nominee’s election and an affirmative majority of the total number of votes cast “For” or “Against” a Director nominee will be required for election. Stockholders are entitled to abstain with respect to the election of a Director nominee. With respect to the election of Directors, broker non-votes and abstentions will not be considered votes cast at the Annual Meeting and will be excluded in determining the number of votes cast at the Annual Meeting.

Curbline Properties Corp. | 2025 Proxy Statement 11

Board Governance

BOARD LEADERSHIP

Our Corporate Governance Guidelines provide that our Board will determine the leadership structure of the Board as appropriate to the Company’s circumstances from time to time, in its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interest of the Company. Our Board has determined that having a non-management, independent director serve as Chairman of the Board is the appropriate leadership structure for the Company at this time. Currently, Mr. Ahern serves Chairman of the Board and Mr. Lukes serves as CEO.

The Chairman of the Board has the following responsibilities, among others as may be determined by our Board:

Our Board believes that having an independent Chairman of the Board, separate from our CEO, effectively distributes oversight and leadership between the independent directors and management and allows our CEO to focus primarily on the day-to-day leadership of the Company and the execution of the Company’s strategy, while our Chairman of the Board leads our Board’s oversight of management, risks and corporate governance matters. By serving as a director, our CEO also is able to provide valuable insights on the Company’s operations and management’s perspective to the Board. This leadership structure also enables our Board as a whole to fulfill its responsibility to oversee the risks presented by the Company’s long-term strategy, business plan and model.

Our Board believes that it is important to retain flexibility with respect to its leadership structure in order to best fulfill the needs and opportunities of the Company at that time. If the positions of Chairman and CEO were held by the same individual, or if the Chairman was otherwise not independent, the independent members of the Board may designate an independent director to serve as the lead independent director.

MEETINGS OF OUR BOARD

During the period from the Spin-Off Date through December 31, 2024, our Board held one meeting. Each of our Directors attended at least 75% of the aggregate of (i) the number of meetings of the Board that were held during the period that such person served on the Board and (ii) the number of meetings of committees of the Board held during the period that such person served on such committee. As stated in our Corporate Governance Guidelines, all Directors are expected to attend the Annual Meeting. Our Board conducts and reviews its operations through a self-assessment process on an annual basis.

12 Curbline Properties Corp. | 2025 Proxy Statement

MEETINGS OF NON-MANAGEMENT AND INDEPENDENT DIRECTORS

The non-management Directors meet in executive session at least quarterly. These meetings are chaired by the Chairman of the Board. In addition, as required by our Corporate Governance Guidelines, the independent Directors meet at least once per year to the extent our Board includes one or more non-management Directors who are not independent.

COMMITTEES OF OUR BOARD

During 2024, our Board had the committees described below. Our Board has approved the written charters of the Audit Committee, the Compensation Committee and the Nominating and Sustainability Committee, which, along with our Corporate Governance Guidelines, are posted on our website at www.curbline.com, under “Governance” in the “About” section. Each of the Audit Committee, Compensation Committee and Nominating and Sustainability Committee will conduct a self-evaluation and review of its charter annually and report the results of these evaluations and reviews to our Board. The information contained on or accessible through our website is not incorporated by reference into this Proxy Statement, and you should not consider such information to be part of this Proxy Statement.

Audit Committee

Curbline Properties Corp. | 2025 Proxy Statement 13

Compensation Committee

Nominating and Sustainability Committee

RISK OVERSIGHT

Management is responsible for the day-to-day management of risks, while the Board, as a whole and through our Audit Committee, is responsible for overseeing the risk assessment and risk management functions of the Company. The Board has delegated responsibility for reviewing our policies with respect to risk assessment and risk management to our Audit Committee through its charter. The Board has determined that this oversight responsibility can be most efficiently performed by our Audit Committee as part of its overall responsibility for providing independent, objective oversight with respect to our accounting and financial reporting functions, internal and external audit functions, systems of internal control over financial reporting, security of information technology systems and data, cybersecurity and legal and regulatory compliance. Our Audit Committee regularly reports to the Board with respect to its oversight of these areas.

14 Curbline Properties Corp. | 2025 Proxy Statement

COMPENSATION OF DIRECTORS

Director Compensation Program

During 2024, our non-employee Directors were compensated in the form of an annual cash retainer and an upfront restricted stock grant equal in value to $300,000. The restricted stock grant vests ratably over three years, subject to continued service on the Board. Our Director compensation program is intended to align the interests of our Directors and our stockholders.

Additionally, for meetings in excess of eight per year, non-employee Directors will be paid a meeting fee of $2,000 per meeting and the non-employee Chairman of the Board will be paid $3,000 per meeting. Non-employee Directors are also paid fees for service on certain committees as set forth below and for service as the Chairman of the Board. The Director who serves as the Chairman of the Board receives an annual fee of $100,000 in addition to the fees paid to all non-employee Directors. Fees are paid to committee members, the respective committee chairs and the Chairman of the Board in quarterly installments in cash. Each Director is also reimbursed for expenses incurred in attending meetings because we view meeting attendance as integrally and directly related to the performance of the Directors’ duties.

Additionally, for meetings each year in excess of six for Audit, four for Compensation and four for Nominating and Sustainability, the chair of each such committee will be paid a meeting fee in cash equal to $3,000 for each such additional committee meeting attended, while each non-chair member of such committees will be paid a meeting fee in cash equal to $2,000 for each such additional committee meeting attended.

2024 Director Compensation

In accordance with the compensation program described above, our non-employee Directors received the following compensation during 2024:

Curbline Properties Corp. | 2025 Proxy Statement 15

DIRECTOR STOCK OWNERSHIP GUIDELINES

Each non-employee Director must own shares of common stock or common stock equivalents with an aggregate market value of no less than five times the cash portion of the annual retainer paid to a Director (in other words, $375,000 worth of shares). This ownership requirement generally must be met no later than the fifth anniversary of the date restricted stock or common stock comprising a component of the Director’s compensation are first granted to the Director, and on each December 31st thereafter. Our Board established this particular level of stock ownership for our non-employee Directors in order to align the interests of our non-employee Directors with the investment interests of our stockholders. To this end, and unless otherwise approved by the Nominating and Sustainability Committee, each non-employee Director is required to retain at least 50% of the common stock and common stock equivalents received by the Director as compensation until such time as the minimum stock ownership requirement has been satisfied.

INSIDER TRADING POLICY

The Company has adopted a policy on Insider Trading (the “Insider Trading Policy”) governing the purchase, sale or other disposition of the Company’s securities by Curbline directors, officers, employees and certain of their related persons, and the Company, in order to promote compliance with insider trading laws, rules and regulations. In general, the Insider Trading Policy prohibits trading in Company securities, or in the securities of any other publicly held company, including Site Centers, by the Company’s directors, officers, employees and certain of their related persons at any time when they are in possession of material nonpublic information regarding the issuer of such securities. To help prevent violations of insider trading rules, the Insider Trading Policy requires all directors and officers at or above the level of senior vice president or an equivalent position to pre-clear all transactions in Company securities (and the adoption, amendment or termination of any 10b5-1 trading plan) with the Company’s general counsel. The Insider Trading Policy also imposes quarterly trading blackout periods which commence at the end of each fiscal quarter or year and expire at the close of business on the first business day following the release of financial results for such period.

HEDGING AND PLEDGING POLICY

Our Board has adopted a policy prohibiting our Directors and employees who are officers at or above the level of Vice President (or an equivalent position) from (1) holding Company stock in a margin account, (2) pledging Company stock as collateral for a loan or (3) using Company stock in hedging transactions, such as zero-cost collars, forward sale contracts, equity swaps and similar arrangements because the Board determined that such a policy is in the best interests of the Company and our stockholders. Currently, all Directors, executive officers and, to our knowledge, other covered employees are in compliance with the applicable requirements of the Company’s policy.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee during 2024 were Terrance R. Ahern, Jane E. DeFlorio and Barry A. Sholem. None of our executive officers serves or has served on the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity for which any of Messrs. Ahern or Sholem or Ms. DeFlorio at the same time serves or served as executive officer. Also, none of our executive officers serves or served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity, one of whose executive officers at the same time serves or served as a member of our Board.

16 Curbline Properties Corp. | 2025 Proxy Statement

Executive Compensation Tables and Related Disclosure

EXECUTIVE COMPENSATION

As an emerging growth company under the JOBS Act, Curbline is complying in this proxy statement with the SEC’s reduced executive compensation disclosure requirements applicable to “smaller reporting companies.” These reduced requirements involve disclosure for our principal executive officer and the two most highly compensated executive officers (other than the principal executive officer) serving as executive officers of Curbline at the end of 2024. Those three officers are considered the named executive officers, or NEOs, for Curbline for 2024. The information in this section describes the material components of the executive compensation program for the NEOs, who are:

David R. Lukes—President and Chief Executive Officer;

Conor M. Fennerty—Executive Vice President, Chief Financial Officer and Treasurer; and

John M. Cattonar—Executive Vice President and Chief Investment Officer.

As discussed above, prior to the Spin-Off, we were a part of SITE Centers and not an independent company, and the Curbline Compensation Committee had not yet been formed. Prior to the Spin-Off, each of our NEOs participated in SITE Centers’ executive compensation programs. Our discussion covers compensation granted, earned or paid prior to the Spin-Off, and all executive compensation decisions for our NEOs prior to Spin-Off were made or overseen by the SITE Centers Compensation Committee, or the SITE Centers Committee, as further described below.

Prior to the Spin-Off, SITE Centers was party to employment agreements with each of our NEOs. To support a successful management transition in the Spin-Off, effective as of September 1, 2024, each of these employment agreements was amended, restated and assigned to Curbline (each an “Employment Agreement” and collectively, the “Employment Agreements”). The Employment Agreements set out the material terms of each NEO’s compensation, including base salary, annual incentive opportunities and long-term incentive opportunities, as further described below. For Mr. Lukes, his Employment Agreement expires on October 1, 2027, the third anniversary of the Spin-Off. For each of Messrs. Fennerty and Cattonar, his Employment Agreement expires on September 30, 2026.

Curbline Properties Corp. | 2025 Proxy Statement 17

SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation paid to or earned by our NEOs for the years ended December 31, 2024 and December 31, 2023. Amounts for 2023 reflect compensation paid to our NEOs by SITE Centers prior to the Spin-Off. Amounts for 2024 reflect compensation paid to our NEOs by SITE Centers through the Spin-Off Date, and by us after the Spin-Off Date.

18 Curbline Properties Corp. | 2025 Proxy Statement

None of the amounts reported for the NEOs in column (g), if not a perquisite or personal benefit, exceeds $10,000 or, if a perquisite or personal benefit, exceeds the greater of $25,000 or 10% of the total amount of perquisites and personal benefits, except as disclosed in this footnote.

Prior to the Spin-Off, SITE Centers retained Gressle & McGinley, an independent compensation consultant, to provide executive compensation consulting services with respect to the base salary, annual bonus and equity-based award levels for our NEOs. Based on the expertise of Gressle & McGinley, SITE Centers determined the base salary, annual bonus and equity award levels and these determinations are set out in the Employment Agreements.

The compensation framework of the Company for its NEOs is designed to foster a performance-driven, pay-for-performance culture that is intended to align our NEO’s interests with those of our stockholders while also rewarding the NEOs for superior individual achievements that promote the long-term value of the Company. The key elements of 2024 compensation for each of our NEOs are summarized below.

2024 NEO COMPENSATION PROGRAM

2024 Base Salary Levels

Each NEO’s current base salary is set out in his respective Employment Agreement.

For the period prior to the Spin-Off, Mr. Lukes was paid a base salary at an annual rate of $900,000. For the period after the Spin-Off, pursuant to the Employment Agreement, Mr. Lukes receives a base salary at an annual rate of $50,000. In addition, on October 15, 2024, Mr. Lukes received an award of $2.7 million in service-based LTIP units, reflecting the equivalent of additional annual salary of $750,000 per year over the three-year term of the Employment Agreement, plus a 20% premium due to the form of payment being made in a form of equity rather than cash (the “Salary Equity Award”). The Salary Equity Award will generally vest over four years on each anniversary of the grant date.

In January 2023, the SITE Centers Committee increased both the base salary and target level of annual incentive pay for Mr. Fennerty from $450,000 to $600,000 and for Mr. Cattonar from $350,000 to $500,000, specifically in acknowledgement of their increased levels of experience and the competitive marketplace for similar executive talent. In evaluating these increases, the SITE Centers Committee considered an analysis prepared by Gressle & McGinley with respect to comparable positions at other REITs deemed similar to SITE Centers in property type, size or executive office location. No further adjustments were made to base salary levels for Messrs. Fennerty and Cattonar in connection with the execution of their September 15, 2023 employment agreements with SITE Centers or in connection with the execution of their Employment Agreements.

2024 Annual Incentive Compensation Design

The Employment Agreements provide each of our NEOs an annual incentive opportunity based on threshold, target and maximum incentive amounts based on the achievement of performance metrics established by the Compensation Committee of the Curbline Board of Directors.

Curbline Properties Corp. | 2025 Proxy Statement 19

The annual cash incentive for 2024 was split between SITE Centers and Curbline and consisted of (1) a pro-rated payment from SITE Centers for the portion of 2024 occurring prior to the Spin-Off based on performance determined by the SITE Centers Compensation Committee in its sole discretion as of the Spin-Off Date, and (2) a payment from Curbline for the remaining portion of 2024 based on the performance of Curbline, as determined by the Compensation Committee in its sole discretion.

The Curbline Compensation Committee considered the following key accomplishments, among others, when determining to award each of Messrs. Luke, Fennerty and Cattonar the maximum amount payable pursuant to their Employment Agreements:

Long-Term Incentive Plan Design

The Employment Agreements set out the long-term incentive design elements for our NEOs. For each of our NEOs, the long-term incentive opportunities are based on a mix of performance and service-based equity incentives comprised of either restricted stock or LTIP units granted under our 2024 Equity and Incentive Compensation Plan.

While the target award amounts and service-based vesting requirements for each of the long-term incentive awards are set out in the Employment Agreements, the Compensation Committee will establish applicable performance metrics for each performance-based award. A significant portion of each NEO’s total long-term incentive award will be tied to these metrics, reflecting our philosophy that pay be linked to the financial performance of Curbline and to help ensure alignment of pay and performance.

The specifics for each long-term incentive plan award are detailed in the section titled—“Employment Agreements with our NEOs” below.

LTIP Units

As discussed above, Mr. Lukes’ Salary Equity Award was granted in the form of LTIP units, as was his performance-based equity award granted in October 2024 pursuant to his Employment Agreement. Pursuant to their Employment Agreements, each of our NEOs has the ability to elect to receive future performance-based and service-based equity incentive awards in the form of restricted common stock or LTIP units.

LTIP units represent limited partnership units in the Operating Partnership, an entity through which the Company conducts its business, and are structured to qualify as “profits interests” for federal income tax purposes. The Compensation Committee may authorize the grant or sale of LTIP units subject to the amended and restated agreement of limited partnership of Curbline Properties LP dated as of October 1, 2024 (our “Operating Partnership Agreement”) and our 2024 Equity and Incentive Compensation Plan. Awards of LTIP units shall be valued by reference to our common stock. When issued, LTIP units do not have full parity, on a per unit basis, with the common units of the Operating Partnership (“common units”). To the extent that they receive sufficient allocations of book gain for tax purposes, the LTIP units can over time achieve full parity with common units, at which time vested LTIP units will be converted into common units on a one-for-one basis. Vested LTIP units that have not achieved full parity with common units may also convert into common units on less than a one-for-one basis based on relative capital accounts. Regular and other non-liquidating distributions will be made by the Operating Partnership with respect to unvested LTIP units as provided in the applicable award agreement for such units. Each common unit acquired upon conversion of a vested LTIP unit may be presented, at the election of the holder, for redemption for cash equal to the market price of a

20 Curbline Properties Corp. | 2025 Proxy Statement

share of common stock of the Company, except that the Company may, at its election, acquire each common unit so presented for one share of common stock, subject to certain adjustments.

Treatment of Outstanding SITE Centers Equity Incentive Awards in the Spin-Off

In general, pursuant to the Employee Matters Agreement entered into in connection with the Spin-Off, outstanding SITE Centers equity-based compensation awards held by the NEOs immediately prior to the Spin-Off were treated as described below.

Other Benefits and Information

Perquisites and Fringe Benefits. During 2024, the NEOs received certain additional benefits from SITE Centers prior to the Spin-Off, and from Curbline following the Spin-Off. The SITE Centers Compensation Committee and the Curbline Compensation Committee, as applicable, believed that these benefits were reasonable and consistent with its respective overall compensation program and better enabled SITE Centers or Curbline, as applicable, to attract and retain superior executive talent.

For 2024, prior to the Spin-Off, each of Messrs. Lukes, Fennerty and Cattonar were eligible for participation in SITE Centers’ health, life, disability and other insurance plans, sick leave, reasonable vacation time, and other customary fringe benefits generally on terms available to SITE Centers’ other employees, and following the Spin-Off, each of Messrs. Lukes, Fennerty and Cattonar remain eligible for participation in SITE Centers’ health, life, disability and other insurance plans, and are now eligible for sick leave, reasonable vacation time, and other customary fringe benefits from Curbline generally on terms available to Curbline’s other employees.

Curbline Properties Corp. | 2025 Proxy Statement 21

Pursuant to his Employment Agreement and his prior employment agreement with SITE Centers, Mr. Lukes is entitled to automobile service for business and personal use. The benefit includes all reasonable related maintenance, repairs, parking, gasoline, insurance and other reasonable costs and expenses.

Pursuant to their Employment Agreements, Messrs. Lukes and Fennerty were entitled to reimbursement (up to an aggregate maximum in any calendar year of $25,000 for Mr. Lukes and $10,000 for Mr. Fennerty) for premiums for life, disability and/or similar insurance policies.

Retirement Benefits. In 2024, SITE Centers maintained a customary tax qualified 401(k) plan for its employees pursuant to which SITE Centers made semi-monthly matching contributions during 2023 equal to 50% of each participant’s contribution, up to 6% of the sum of his or her base salary plus annual cash performance-based incentive, not to exceed 3% of the sum of the participant’s base salary plus annual cash performance-based incentive, subject to Internal Revenue Code limits. In 2024, prior to and in connection with the Spin-Off, Curbline assumed and continues to maintain that tax qualified 401(k) plan for its and SITE Centers employees pursuant to which Curbline and SITE Centers (for their respective employees) made semi-monthly matching contributions equal to 50% of each participant’s contribution, up to 6% of the sum of his or her base salary plus annual cash performance-based incentive, not to exceed 3% of the sum of the participant’s base salary plus annual cash performance-based incentive, subject to Internal Revenue Code limits.

Elective Deferred Compensation Plan. In 2024, prior to the Spin-Off, our NEOs were entitled to participate in SITE Centers’ Elective Deferred Compensation Plan. Pursuant to the Elective Deferred Compensation Plan, certain SITE Centers officers could defer up to 100% of their base salaries and annual cash performance-based incentives, less applicable taxes and authorized benefits deductions. SITE Centers’ Elective Deferred Compensation Plan is a nonqualified plan and is an unsecured, general obligation of SITE Centers, and SITE Centers established and funded a “rabbi” trust to satisfy its payment obligations under this plan. SITE Centers provided a matching contribution to any participant who deferred compensation into SITE Centers’ Elective Deferred Compensation Plan equal to the difference between (1) up to 3% of the sum of the participant’s base salary and annual cash performance-based incentive eligible for deferral under SITE Centers’ 401(k) plan and the Elective Deferred Compensation Plan, combined, and (2) the actual employer matching contribution provided under the SITE Centers 401(k) plan. Earnings on a participant’s deferred account are based on the results of the investment options available in the SITE Centers’ Elective Deferred Compensation Plan that are selected by the participant (which are similar to the investment options available under the above-described 401(k) plan). Settlement is generally made in cash at a date determined by the participant at the time a deferral election is made. None of our NEOs elected to defer any portion of his 2024 cash compensation pursuant to SITE Centers’ Elective Deferred Compensation Plan.

In connection with the Spin-Off, Curbline implemented its own Elective Deferred Compensation Plan (and the balance of Mr. Lukes’ account under the SITE Centers’ Elective Deferred Compensation Plan was transferred to Curbline’s Elective Deferred Compensation Plan). Our Elective Deferred Compensation Plan mirrors the SITE Centers’ Elective Deferred Compensation Plan. None of the NEOs elected to defer any portion of his 2024 cash compensation pursuant to the Curbline Elective Deferred Compensation Plan.

EMPLOYMENT AGREEMENTS WITH OUR NEOS

On September 1, 2024, SITE Centers amended and restated each of our NEOs’ employment agreements and assigned them to Curbline and a subsidiary of Curbline in preparation for the Spin-Off. These assigned employment agreements, or the Employment Agreements, which are described more specifically below, superseded and replaced our NEOs’ employment agreements with SITE Centers on a going-forward basis to the extent described therein, facilitated the transfer of the employment of our NEOs from SITE Centers to a subsidiary of Curbline prior to the Spin-Off, and generally govern the employment and compensation terms and conditions and related items for our NEOs during the three-year period subsequent to the Spin-Off for Mr. Lukes and for an approximately two-year period for each Messrs. Fennerty and Cattonar.

22 Curbline Properties Corp. | 2025 Proxy Statement

This section provides a description of the Employment Agreements. The key terms of the Employment Agreements in effect with our NEOs on December 31, 2024 (which included customary non-competition and non-solicitation restrictive covenants that extend for one year following termination and perpetual confidentiality and mutual non-disparagement restrictive covenants) are described below:

Curbline Properties Corp. | 2025 Proxy Statement 23

Each of the Employment Agreements can be terminated under a variety of circumstances. The Curbline Board has the right to terminate an employment agreement for “cause” if the NEO engaged in certain specified conduct, for “disability” if the NEO was disabled for a specified period of time, or at any other time without cause by giving the NEO at least 90 days’ prior written notice. The NEO also has the right to terminate his employment agreement for “good reason” in certain specified circumstances or at any other time without good reason by giving Curbline at least 90 days’ prior written notice.

In addition, the NEOs will be eligible to participate in all retirement and other benefit plans maintained by us that are generally available to our senior executives and for which he is eligible. The Employment Agreements also include customary indemnification provisions, and provide for the reimbursement of certain legal fees and expenses, including fees and expenses incurred in relation to enforcement of the Employment Agreements, plus provisions applying both of SITE Centers’ and our clawback policies in effect from time to time to the Employment Agreements.

The LTIP units described above have been structured to enable them to qualify as “profits interests” for U.S. federal income tax purposes under current federal income tax law. As a result, the LTIP units will generally only have value (other than with respect to the right to receive distributions) to the extent that they receive sufficient allocations of book gain for tax purposes, after which LTIP units that have vested will convert into common units of the Operating Partnership and can be redeemed for cash or, at the Company’s election, shares of Curbline common stock.

Our Employment Agreement with Mr. Lukes provides that he may render service to SITE Centers as its President and Chief Executive Officer after the Spin-Off, at the pleasure of the SITE Centers Board and the Curbline Board, subject to the terms of his Employment Agreement and the Shared Services Agreement, which is discussed below under Related Party Transactions – Agreements with SITE Centers. Our Employment Agreement with Mr. Cattonar provides that he may render service to SITE Centers as its Executive Vice President and Chief Investment Officer after the Spin-Off, at the pleasure of the SITE Centers Board and the Curbline Board, subject to the terms of his Employment Agreement and the Shared Services Agreement, as applicable. Our Employment Agreement with Mr. Fennerty provides that he may render reasonable service to SITE Centers after the Spin-Off, as permitted by the Curbline Board.

OTHER COMPENSATION-RELATED POLICIES

Stock Ownership Guidelines

Under our stock ownership guidelines, each of our officers designated as “Section 16 officers” by our Board, including all of our continuing named executive officer, must own common stock (or common stock equivalents or other securities convertible into or redeemable for common stock, or other equity or equity-based awards issued by the Company or one of its subsidiaries) with an aggregate market value of no less than:

Our Board established these particular levels of stock ownership for our named executive officers because we want the interests of our named executive officers to be aligned with the investment interests of our stockholders.

Such minimum share ownership requirement must be satisfied (1) initially, by no later than the fifth anniversary of the first March 31^st following the date such officer receives his or her first grant as a Section 16 officer, and then (2) on each

24 Curbline Properties Corp. | 2025 Proxy Statement

anniversary of March 31^st thereafter. To that end, each Section 16 officer is required to retain 50% of the common stock (or common stock equivalents or other securities convertible into or redeemable for common stock, or other equity or equity-based awards issued by the Company or one of its subsidiaries) acquired through grants from the Company as part of compensation until such time as the minimum share ownership requirement is satisfied. Unvested service-based restricted stock and restricted stock units constitute common stock equivalents and count toward satisfying the stock ownership guidelines. As of March 1, 2025, all of our continuing named executive officers owned sufficient common stock or common stock equivalents to meet the requirements set forth in our stock ownership guidelines even though such requirements are not required to be met until March 31, 2030.

Executive Compensation Clawback Policy

As required pursuant to the listing standards of the NYSE, Section 10D of the Exchange Act, and Rule 10D-1 under the Exchange Act, the Board adopted a Clawback Policy (the “Clawback Policy”), effective on September 1, 2024, which provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the Company is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures.

In general, the Company may utilize a broad range of recoupment methods under the Clawback Policy for mandatory accounting restatement clawbacks. The Clawback Policy does not condition such clawback on the fault of the executive officer, but the Company is not required to clawback amounts in limited circumstances where the Compensation Committee has made a determination that recovery would be impracticable and (1) the Company has already attempted to recover such amounts but the direct expense paid to a third party in an effort to enforce the Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would likely cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code of 1986, as amended, and applicable regulations. Operation of the mandatory accounting restatement provisions of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement.

During the effectiveness of the Clawback Policy, the Company has not been required to prepare a restatement of its financial results that required recovery of erroneously awarded compensation to covered officers pursuant to the Clawback Policy. There are no balances currently outstanding from prior applications of the Clawback Policy.

Grant of Certain Equity Awards

The Compensation Committee does not take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. Since the Spin-Off Date, the Company has not granted stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed material non-public information.

Compensation Program Risk Assessment

We periodically review our compensation policies and practices for all employees, including executive officers. As part of the review process, we identify the potential risk areas, and we assess whether our practices pose any actual risks. The Compensation Committee last undertook this review in February 2025 and determined that our compensation programs are not reasonably likely to have a material adverse effect on us.

Curbline Properties Corp. | 2025 Proxy Statement 25

OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE⁽¹⁾

The following table provides information about outstanding Curbline equity awards for each of our NEOs as of December 31, 2024.

26 Curbline Properties Corp. | 2025 Proxy Statement

POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL

The NEOs (or their personal representatives or dependents, as appropriate) are entitled under the above-described Employment Agreements to certain additional payments and benefits in the event of certain termination circumstances during the agreement term, including in connection with a change in control of Curbline. Following the Spin-Off, the change in control provisions of the revised Employment Agreements are explicitly tied to a change in control of Curbline, rather than a change in control of SITE Centers.

In general, inclusion of change in control provisions in the Employment Agreements was determined appropriate primarily because such agreement would help ensure a continuity of Curbline management during a potential change in control of Curbline and help ensure that the NEOs would remain focused on completing a transaction that would be likely to maximize shareholder value of Curbline. The payment of change in control compensation was also determined appropriate because the NEOs might forego other opportunities at the time of the change in control of Curbline. The table below summarizes the benefits to which our NEOs were entitled under the Employment Agreements in the event of certain termination scenarios (over and above accrued compensation and benefits):

Curbline Properties Corp. | 2025 Proxy Statement 27

Certain Potential Curbline Retirement and Termination or Change in Control Benefits

As discussed above, Curbline and a Curbline subsidiary have assumed the Employment Agreements and maintain certain plans and policies that will require us to provide certain compensation and other benefits to our NEOs in the event of a termination of employment or a change in control of the Company.

Based on a hypothetical termination and/or change in control of Curbline occurring on December 31, 2024, the following tables describe the potential payments upon such termination or change in control owing to each NEO then serving at the end of the year under his Employment Agreement and other arrangements in effect with Curbline on December 31, 2024.

28 Curbline Properties Corp. | 2025 Proxy Statement

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth the number of securities issued and outstanding under the Company’s 2024 Equity and Incentive Compensation Plan, as of December 31, 2024:

Curbline Properties Corp. | 2025 Proxy Statement 29

Proposal Two: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm

PROPOSAL SUMMARY AND BOARD RECOMMENDATION

PricewaterhouseCoopers LLP has been selected by our Audit Committee to serve as our independent registered public accounting firm in 2025. PricewaterhouseCoopers LLP was first appointed as our independent registered public accounting firm effective October 1, 2024, to audit the financial statements of the Company for the fiscal year ending December 31, 2024.

Our Board has directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. A representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting, be available to respond to appropriate questions and have an opportunity to make a statement, if desired.

Stockholder ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm is not required by our Charter or otherwise. However, our Board is seeking ratification of PricewaterhouseCoopers LLP as a matter of good corporate practice. If the stockholders do not approve the ratification of PricewaterhouseCoopers LLP, then the Audit Committee will reconsider whether to retain the firm. In such event, the Audit Committee may retain PricewaterhouseCoopers LLP, notwithstanding the fact that the stockholders did not approve the ratification of PricewaterhouseCoopers LLP, or select another nationally recognized accounting firm without re-submitting the matter to the stockholders. Even if the stockholders ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm, the Audit Committee reserves the right in its discretion to select a different accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

BOARD RECOMMENDATION:

“FOR” RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025

30 Curbline Properties Corp. | 2025 Proxy Statement

FEES PAID TO PRICEWATERHOUSECOOPERS LLP

The following table presents fees for services rendered by PricewaterhouseCoopers LLP for the year ended December 31, 2024: