W. P. Carey Inc.
For the period ended Jun 13, 2024. Filed Mar 28, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 13, 2024 · Filed Mar 28, 2024
Contents
20 2024 Proxy Statement
Our non-executive Directors are paid in two principal ways: an annual cash retainer and an annual restricted share award ("RSA"). For 2023, Directors were paid an annual cash retainer of $100,000 and an RSA ("Director RSA") with a grant date value of $175,000 (or pro-rated amounts if the Director served for a portion of the year). Director RSAs are granted on or about July 1 of each year (although Directors may receive a pro-rated RSA if they commence service after July 1). Director RSAs, which are scheduled to vest in full one year after the date of grant (or in the case of any pro-rated grants made during the year, on the same date as the annual grants for that year) and have voting rights, are granted under the W. P. Carey Inc. 2017 Share Incentive Plan ("2017 SIP"). Dividends are not paid currently on unvested Director RSAs granted under the 2017 SIP and instead accrue in cash and are distributed when the underlying award vests. Beginning in 2024, non-executive Directors may elect to receive shares of our common stock in lieu of all or a portion of the cash retainer fees otherwise payable, may elect to defer any cash retainer fees payable in the form of deferred Restricted Stock Units ("Director RSUs"), or may elect to defer the annual RSA in the form of deferred Director RSUs. The annual fees as of the date of this Proxy Statement paid to Directors for all positions held are set forth in the table below.
| Cash | Stock | ||
|---|---|---|---|
| All Independent Directors | $100,000 | Form of payment: An RSA granted on or about July 1, with a grant date value of $175,000. | |
| Additional Fees: | Time of payment: Shares vest in full on the first anniversary of the grant. | ||
| Non-Executive Chair(1) | $125,000 | ||
| Audit Committee Chair(2) | $25,000 | Members of the Executive Committee do not receive additional compensation. | |
| Compensation Committee Chair(3) | $25,000 | ||
| Nominating and Corporate Governance Chair(4) | $15,000 | ||
| Investment Committee Chair(5) | $10,000 | ||
| Committee Member Retainer(6) | $10,000 | ||
Prior to July 1, 2023, the Non-Executive Chair received an annual cash retainer of $115,000.
Prior to July 1, 2023, the Audit Committee Chair received an annual cash retainer of $20,000.
Prior to July 1, 2023, the Compensation Committee Chair received an annual cash retainer of $20,000.
Prior to July 1, 2023, the Nominating and Corporate Governance Committee Chair received an annual cash retainer of $12,500.
Prior to July 1, 2023, the Investment Committee Chair received an annual cash retainer of $7,500.
Payable to all Committee Members, including Chairs. Prior to July 1, 2023, the Committee Member Retainer received an annual cash retainer of $7,500.
2024 Proxy Statement 21
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