W. P. Carey Inc.

1. For reference the number of PSUs granted in each fiscal year was 134,290 in 2021, 144,311 in 2022, and 150,989 in 2023.

The Compensation Committee and the Board were satisfied that the Company's average burn rate over the past three years is an acceptable level as it falls below the median of our compensation peer group.

An additional metric that the Compensation Committee and the Board used to measure the cumulative dilutive impact of the equity program is overhang. Overhang is defined as:

■outstanding full value awards, plus

■outstanding share options, plus

■the number of shares available for future grant under the proposed A&R Plan,

■collectively divided by the number of fully diluted shares of Common Stock as of the record date.

As of March 13, 2024, the Company had 22,977 outstanding shares of restricted stock, 533,280 unvested RSUs, 498,162 unvested and unearned PSUs, and no outstanding share options under the Current Plan and all predecessor plans. As of March 13, 2024, the Company had 218,823,907 outstanding shares of Common Stock. The 4,000,000 additional shares proposed for the A&R Plan coupled with the existing full value shares would result in an overhang of 2.68% using the amounts noted above.

Stockholder approval is required for the adoption of the A&R Plan. If the Company's stockholders do not approve the A&R Plan as proposed in this Proxy Statement, the A&R Plan will not be used by the Company. Accordingly, if the stockholders of the Company do not approve the A&R Plan, the Company may continue to use the Current Plan in accordance with its terms and to the extent shares are available under that plan.

As of March 13, 2024, the per-share closing price of our common stock as reported on the New York Stock Exchange was $56.46.

The principal features of the A&R Plan are summarized below. The summary is qualified in its entirety by the full text of the A&R Plan, which is set forth as Exhibit A to this Proxy Statement.