W. P. Carey Inc.
For the period ended Jun 13, 2024. Filed Mar 28, 2024.
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Jun 13, 2024 · Filed Mar 28, 2024
Contents
56 2024 Proxy Statement
- The following table sets forth the adjustments made during each year represented in the Pay Versus Performance Table to arrive at compensation "actually paid" to our non-PEO NEOs during each of the years in question:
| Average Non-PEO NEO "Compensation Actually Paid" Calculation Detail | ||||||
|---|---|---|---|---|---|---|
| Compensation Element | 2023($) | 2022($) | 2021($) | 2020($) | ||
| Summary Compensation Table Reported Total Compensation | 3,601,851 | 3,240,587 | 3,448,110 | 2,607,968 | ||
| Aggregate Summary Compensation Table Reported Equity Compensation (-) | (2,175,376) | (1,558,918) | (1,769,184) | (1,354,093) | ||
| Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 1,011,554 | 2,087,359 | 2,228,299 | 1,077,393 | ||
| Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+/-) | (1,286,798) | 1,183,777 | 421,031 | (781,946) | ||
| Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | 3,813 | — | — | — | ||
| Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+/-) | 109,270 | (141,646) | (24,085) | 85,207 | ||
| Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | — | — | — | ||
| Value of Dividends or Other Earnings Paid on Stock Awards Not Otherwise Included (+) | 300,923 | 233,714 | 210,607 | 174,342 | ||
| "Compensation Actually Paid" Determination | 1,565,237 | 5,044,873 | 4,514,778 | 1,808,871 | ||
W. P. Carey total shareholder return calculated based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends.
Peer total shareholder return calculated for the MSCI US REIT Index based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends.
See Appendix A for a description of these non-GAAP financial measures.
In connection with the Spin-Off, each RSU and PSU outstanding at November 1, 2023 received an equitable adjustment pursuant to the equitable adjustment provision of the 2017 SIP equal to the ratio of the five-day volume weighted average per-share price of our common stock prior to the Spin-Off divided by the five-day volume weighted average per-share of our common stock following the Spin-Off. Concurrently, our Board approved modifying the performance vesting conditions assigned to the 2021 and 2022 PSU outstanding awards to account for the Spin-Off pursuant to the equitable adjustment provision of the 2017 SIP. The modification resulted in minimal incremental fair value to the 2022 PSU outstanding awards under the provisions of ASC 718.
Our Compensation Committee reviews a variety of Company-wide and individual factors to link executive compensation actually paid with Company and executive performance. To promote strong pay-for-performance orientation, when setting executive pay levels, the Compensation Committee considers the Company's absolute and relative total shareholder return, short- and long-term business outlook, including RE AFFO(7) per share and the broader market environment.
The following section provides a description of the relationships between W. P. Carey's total shareholder return relative to a peer comparator index, as well as compensation actually paid relative to W. P. Carey's total shareholder return, net income, and RE AFFO(7) per share over the last three completed fiscal years.
2024 Proxy Statement 57
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.