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W. P. Carey Inc.

For the period ended Jun 12, 2025. Filed Mar 28, 2025.

View on SEC.gov

About this filing

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 12, 2025 · Filed Mar 28, 2025

WPC$65.05-0.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Proxy Summary

This summary highlights information contained in this Proxy Statement. The summary does not contain all of the information you should consider and you should read the entire Proxy Statement carefully before voting.

Ways to Vote

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Voting Matters and Board Recommendations

Proposal · Board Vote Recommendation · Page
1Election of Ten Directors Named in this Proxy Statement for 2025FOR each Nominee6
2Consideration of an Advisory Vote on Executive CompensationFOR34
3Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2025FOR57

2024 Performance Highlights

We are proud of our accomplishments over the past year, enhancing our portfolio and strengthening our balance sheet. We take a long-term view with respect to both investing and our performance, and we are pleased to have executed well on behalf of our shareholders.

$1.6 billionCompleted our Office Sale Program (as defined below)$2.6 billion$3.49 per share
of investments with a 17-year weighted-average lease termselling 86 assets for $771 million of gross proceedsof liquidity available at year-end and 5.5x of pro rata Net Debt to Adjusted EBITDA(1)of cash dividends declared, supported by per share AFFO(1) of $4.70
  1. See Appendix A for a description of these non-GAAP financial measures.

2025 Proxy Statement 1

Governance Highlights

Because we believe that a company's tone is set at the top, we are proud to report on our Corporate and Board-level governance provisions, many of which are recognized as best practices. Critical components of our governance profile include:

Governance HighlightsnAll Independent Directors, other than our Chief Executive Officer ("CEO")
nNo related-party transactions
nIndependence of Directors reviewed annually
nIndependent Chair, separate from our CEO
nAll Directors attended 75% or more meetings in 2024
nCompliance with stock ownership guidelines
nAll directors in compliance with over-boarding limitations
nDirector skills align with our Board of Directors (our "Board") needs
nWomen represent 40% of our Board
nAdopted a Dodd Frank Clawback Policy aligning with New York Stock Exchange ("NYSE") rules
nPublished Environmental, Social and Governance ("ESG") Report in accordance with Global Reporting Index ("GRI") Standards, which included EEO-1 report
Strong Shareholder RightsnProxy access with a "3/3/20/20" market standard
nOpted out of Maryland staggered board provisions; all Directors elected annually
nMajority voting for Directors with mandatory resignation policy
nAmendment of bylaws by shareholders permitted
nNo poison pill

Our Approach to Compensation

Our compensation programs are designed to align executive pay with Company performance and to motivate management to make sound financial decisions that increase the value of the Company. The substantial majority of the potential compensation opportunities for our named executive officers ("NEOs") is at-risk and aligned with shareholder outcomes over time.

CEO Pay Mix(1)
ElementFormCompensation Objectives and Key Features
Base SalaryFixed CashBase level of competitive cash to compensate, attract and retain executives
Annual Cash Incentive AwardPerformance-Based CashObjective Company performance metrics: AFFO(3) per share, Net Debt to Adjusted EBITDA(3) and Cash Interest Expense Coverage(3); portion of NEO cash bonus based on strategic accomplishments
NEO Pay Mix(2)
Long-Term Equity IncentivesPerformance Stock UnitsPerformance Stock Units ("PSUs") predicated on three-year performance based on absolute AFFO(3) per share growth and relative total shareholder return ("TSR") versus the MSCI US REIT Index
Restricted Stock UnitsRestricted Stock Units ("RSUs") vest over a three-year period
  1. Due to rounding will not equal 100%.

  2. Includes pay for John J. Park, who served as an NEO of the Company until September 30, 2024.

  3. As defined in Appendix A.

2 2025 Proxy Statement

Director Nominee Snapshot

The nominees for our Board are comprised of our CEO and nine independent Directors, and offer a mix of tenured and newer Directors, each with different backgrounds. We believe this diversity provides the varied viewpoints and robust discussion that result in better outcomes for our shareholders.

Committee Memberships
Nominee · Age · DirectorSince · Independent · Audit · Compensation · Executive · Investment · Nominating and Corporate Governance
Mark A. Alexander662016✓
Constantin H. Beier532022✓
Tonit M. Calaway572020✓
Peter J. Farrell642016✓
Robert J. Flanagan682018✓
Jason E. Fox522018
Rhonda O. Gass612024✓
Margaret G. Lewis702017✓
Christopher J. Niehaus662016✓
Elisabeth T. Stheeman612022✓
Non-Executive Chair Committee Chair Committee Member Financial Expert

Board Nominee Composition

Our Board brings a strong mix of real estate expertise, international insights, strategic planning, risk management & oversight, and public company board and management experience. We believe our Director nominees have the skills and experience necessary to fulfill the Board's responsibilities for strategic oversight, succession planning and other fiduciary duties, as well as the knowledge and vision needed for the advancement of our business strategy and objectives.

2025 Proxy Statement 3

Corporate Responsibility Highlights

We remain committed to the two core principles that have guided us since our founding in 1973: Investing for the Long Run® and Doing Good While Doing Well®. They continue to guide the way we run our business and view the world. Our founder, Wm. Polk Carey, believed — as we do today — that our business by its very nature promotes prosperity, but that our responsibility does not end there. He understood that good corporate citizenship was fundamental to good business and to creating long-term value for our investors. Today his vision and values live on through our corporate responsibility initiatives, focused on our ESG objectives. Our ESG Report is available on our website at www.wpcarey.com/esg.

Our 2024 ESG highlights include:

Achieved Green Lease Leader Gold Level Recognition for the Third Consecutive Year(1)Earned Great Place to Work® Certification™ in the U.S. and EuropeMaintained a "1" QualityScore Governance Rating from ISS

ENVIRONMENTAL

■Increased the percentage of our portfolio(2) (by square feet) tied to a lease that includes green lease provisions to 31%, driving improved insight into the power consumption and carbon footprint of our portfolio

■Established a near-term reduction target for our scope 1 and 2 emissions, aligned with the Paris Agreement and the Science Based Targets initiative (SBTi) and amended our credit facility to include sustainability-linked pricing

■Achieved Gold level recognition as a Green Lease Leader for the third year in a row(1)

■Owned 6.3 million square feet of green-certified buildings as of December 31, 2024(3)

  1. Recognized as a Green Lease Leader in 2022, 2023 and 2024.

  2. Portfolio information reflects pro rata ownership of real estate assets (excluding operating properties) as of December 31, 2024.

  3. For a building to be considered "green certified" under our investment criteria, it must at a minimum be certified by LEED, BREEAM or a similarly recognized organization or certification process. LEED™— an acronym for Leadership in Energy and Environmental Design™— and its related logo are trademarks owned by the U.S. Green Building Council and are used with permission. Learn more at www.usgbc.org/LEED. BREEAM is a registered trademark of BRE (the Building Research Establishment Ltd. Community Trade Mark E5778551). The BREEAM marks, logos and symbols are the Copyright of BRE and are reproduced by permission.

4 2025 Proxy Statement

Environmental, Social and Governance Highlights

SOCIAL

■Certified™ by Great Place to Work® in both the U.S. and the Netherlands

■Selected as one of Fortune's Best Workplace for Women, in Real Estate and in New York

■Sponsored 13 employees to run in the New York City Marathon and, together with the W. P. Carey Foundation, raised over $130,000 for NewYork-Presbyterian Hospital. The Company also sponsored a team of nine employees to run the Mizuno Half Marathon in Amsterdam.

■Recognized by the American Heart Association for Silver level achievement on the Well-being Works Better™ Scorecard and by Cigna Healthcare as a Bronze level recipient of the Healthy Workforce Designation

■Provided financial support to a variety of organizations within the communities we operate, including hospitals, museums and other programs

■Welcomed 14 students for our global summer internship program, with four returning in full-time roles

■Sponsored employee volunteer opportunities, including the City Harvest "food rescue" at the Union Square Greenmarket and "plastic fishing" in the Amsterdam Canals to collect and repurpose waste

GOVERNANCE

■Maintained the highest QualityScore rating of "1" in Governance from ISS

■Improved our MSCI ESG Rating; Upgraded from "BBB" to "A"

■Published our sixth annual standalone ESG Report

■Maintained GRESB Public Disclosure Score of "A"

■Adopted our ESG Policy Statement

■Women represent 40% of Board

2025 Proxy Statement 5

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