DEF 14A of W. P. Carey Inc., Mar 28, 2024

DEF 14A of W. P. Carey Inc.

Filed Mar 28, 2024 · FY20230001025378-24-000063

Open on EDGAR

  1. Director Nominee Snapshot

    Director Nominee Snapshot The nominees for our Board of Directors (the "Board") are comprised of our Chief Executive Officer (the "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.

  2. Director Nominee Snapshot

    | | | | | | Committee Memberships | | | | | | Nominee | | Age | Director Since | Independent | Audit | Compensation | Executive | Investment | Nominating and Corporate Governance | | | Mark A. Alexander | 65 | 2016 | ✓ | | | | | | | | Constantin H. Beier | 52 | 2022 | ✓ | | | | | | | | Tonit M. Calaway | 56 | 2020 | ✓ | | | | | | | | Peter J. Farrell | 63 | 2016 | ✓ | | | | | | | | Robert J. Flanagan | 67 | 2018 | ✓ | | | | | | | | Jason E. Fox | 51 | 2018 | | | | | | | | | Rhonda O. Gass | 60 | 2024 | ✓ | | | | | | | | Margaret G. Lewis | 69 | 2017 | ✓ | | | | | | | | Christopher J. Niehaus | 65 | 2016 | ✓ | | | | | | | | Elisabeth T. Stheeman | 60 | 2022 | ✓ | | | | | | | | Non-Executive Chair Committee Chair Committee Member Financial Expert | | | | | | | | |

  3. Nominees for the Board of Directors

    Nominees for the Board of Directors Our Board members are diverse in talents, experiences and backgrounds but share track records of successful management and oversight of public and private companies. The Board recommends a vote FOR each of the nominees set forth on the following pages so we can continue along the path we have been actively pursuing. Unless otherwise specified, proxies will be voted FOR the election of the named nominees, each of whom was recommended by the Nominating and Corporate Governance Committee and approved by the Board. Assuming the presence of a quorum at the meeting of stockholders to be held on June 13, 2024 (the "Annual Meeting"), the affirmative vote of a majority of the votes cast for a nominee by the stockholders present, in person at the virtual meeting or by proxy, is required to elect each nominee.

  4. Nominees for the Board of Directors

    | | | | | | | | | | | | | | | | International Business Experience | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | | | M&A Integration | ● | ● | ● | ● | ● | | ● | | ● | ● | | | | U.S. Public Company Executive Officer Experience | ● | | ● | ● | ● | ● | ● | ● | ● | | | | | Public & Private Capital Markets Expertise | ● | | ● | ● | ● | ● | | | ● | ● | | | | Real Estate Expertise | ● | | | ● | ● | ● | | | ● | ● | | | | Investor Relations | ● | | ● | ● | | ● | | | ● | ● | | | | Diversity, Equity & Inclusion | | ● | ● | | | | | ● | ● | ● | | | | Information Technology & Cybersecurity | | ● | ● | | | | ● | ● | | ● | | | | Environmental, Social and Governance | ● | | ● | | | | | ● | | ● | | | | Human Capital Management | | | ● | | | | | ● | | ● | | | | Legal & Compliance | | ● | ● | | | | | | | ● | |

  5. Nominees for the Board of Directors

    | Mark A. Alexander, 65 | | | Professional Experience ■Landmark Property Group, LLC: Managing Member (since 2009) ■Suburban Propane Partners, L.P.: Chief Executive Officer, President & Director (1996–2009) ■Hanson Industries, Inc.: Senior Vice President of Corporate Development (1984–1996) ■Price Waterhouse & Co.: Senior Accountant & CPA (1980–1984) Former Boards: BMC Stock Holdings, Inc. (NASDAQ: BMCH), Director 2017–December 2020; Kaydon Corp. (NYSE: KDN), Director 2007–2013 Other Current Public Company Boards ■Builders FirstSource, Inc. (NYSE: BLDR) (since January 2021) Qualifications Mr. Alexander brings to the Board more than 35 years of international business experience in operations, mergers & acquisitions and accounting. He has developed expertise in strategic planning, operational management, public & private capital markets, financial analysis, accounting and investor relations. Mr. Alexander's experience as a chief executive officer, certified public accountant, and public company board member qualify him to be Chair of the Audit Committee. | Independent Director Since 2016 W. P. Carey Committees Audit (Chair), Compensation |

  6. Nominees for the Board of Directors

    | | International Business Experience | | M&A Integration | | U.S. Public Company Executive Officer Experience | | Real Estate Expertise | | | Public & Private Capital Markets Expertise | | Investor Relations | | Environmental, Social and Governance | | |

  7. Nominees for the Board of Directors

    | Constantin H. Beier, 52 | | | Professional Experience ■Aon plc (NYSE: AON): Chief Operating Officer for Aon's Strategy & Technology Group (since June 2023); Chief Data Officer (October 2021–June 2023); Member of the Executive Leadership Team (since July 2020); Global Head of Business Development (June 2019–September 2021); Managing Director, Strategic Programs (2017–May 2019); Chief Operating Officer and Chief Financial Officer of Aon Inpoint (2015–2017); Chief Executive Officer of Aon Centre for Innovation & Analytics Dublin (2013–2015); and other positions (since 2003) ■Hengeler Mueller (Düsseldorf, Germany): Attorney-at-law (2001–2003) Other Current Public Company Boards ■None Qualifications Mr. Beier brings to the Board 20 years of international business experience in enterprise risk management, data analytics and operations, as well as legal experience. His global experience, particularly in Europe, provides a source of expertise to the Company's operations. | Independent Director Since 2022 W. P. Carey Committee Nominating and Corporate Governance |

  8. Nominees for the Board of Directors

    | | International Business Experience | | M&A Integration | | Diversity, Equity & Inclusion | | | Information Technology & Cybersecurity | | Legal & Compliance | | |

  9. Nominees for the Board of Directors

    | Tonit M. Calaway, 56 | | | Independent Director Since 2020 W. P. Carey Committees Compensation, Investment | Professional Experience ■BorgWarner Inc. (NYSE: BWA): Executive Vice President, Chief Administrative Officer, General Counsel and Secretary (since October 2020); Executive Vice President, Chief Legal Officer and Secretary (2018–September 2020); Executive Vice President and Chief Human Resources Officer (2016–2018) ■Harley-Davidson, Inc. (NYSE: HOG): Vice President Human Resources (2010–2016) ■Harley-Davidson Foundation: President (2010–2016) Former Board: Astronics Corporation (NASDAQ: ATRO), Director October 2019–February 2022 Other Current Public Company Boards ■Air Products and Chemicals, Inc. (NYSE: APD) (since March 2022) Qualifications Ms. Calaway brings deep expertise in human capital management and corporate governance, as well as legal and regulatory experience to the Board. Her familiarity with industrial and manufacturing leaders with large global operations brings valuable insight regarding our portfolio and investment processes. |

  10. Nominees for the Board of Directors

    | | International Business Experience | | M&A Integration | | U.S. Public Company Executive Officer Experience | | Public & Private Capital Markets Expertise | | | Investor Relations | | Diversity, Equity & Inclusion | | Information Technology & Cybersecurity | | Environmental, Social and Governance | | | Human Capital Management | | Legal & Compliance | | | | |

  11. Nominees for the Board of Directors

    | Peter J. Farrell, 63 | | | Independent Director Since 2016 W. P. Carey Committees Audit, Compensation (Chair), Investment | Professional Experience ■City Interests Development Partners, LLC: Managing Partner and Co-Founder (since January 2020) ■City Interests, LLC: Partner and Co-Founder (2004–January 2020) ■PADC Realty Investors: Partner and Founder (since 2004) ■Medical Office Properties Inc.: President and Chief Operating Officer (2000–2004) Former Board: CRT Properties Inc. (NYSE-listed REIT), Director 2004–2005 Other Current Public Company Boards ■None Qualifications Mr. Farrell brings to the Board over four decades of experience in real estate investment, finance, leasing and development, as well as public, private and international fund raising. His broad industry exposure and diverse skill set, along with his operating and board experience in the REIT industry, provides a significant source of industry knowledge and expertise to his position as Chair of the Compensation Committee. |

  12. Nominees for the Board of Directors

    | | International Business Experience | | M&A Integration | | U.S. Public Company Executive Officer Experience | | | Real Estate Expertise | | Public & Private Capital Markets Expertise | | Investor Relations |

  13. Nominees for the Board of Directors

    | Robert J. Flanagan, 67 | | | Professional Experience ■Clark Enterprises, Inc.: Executive Chairman (since January 2023), Chief Executive Officer (January 2021–December 2022), President (2015–December 2020), Executive Vice President (1989–2015) ■A. James & Alice B. Clark Foundation: Trustee (since 2014), Director (2009–2016), Chairman (2015–2016) Non-Public Company Boards: Brown Advisory, Inc. (since 2016); Vascular Therapies, Inc. (since 2013) Former Boards: Svelte Medical Systems, Director 2005–October 2023; Clark Equity Investors, Inc., Director 2008–January 2023; Development Insurance Group, Inc., Director 2008–January 2023; Verax Biomedical 2018–January 2023; Federal City Council, Chairman 2014–2017; Sagent Pharmaceuticals, Inc. (NASDAQ-listed), Director 2009–2016, Chairman 2015–2016; Martek Biosciences Corporation (NASDAQ-listed), Director 2002–2010, Chairman 2007–2010; Baltimore Orioles, Inc., Director, Treasurer 1981–1989 Other Current Public Company Boards ■None Qualifications Mr. Flanagan has extensive experience related to the acquisition, management and development of investment opportunities. His breadth of professional experiences is informed by expertise in a variety of subject areas, including accounting, finance, tax, strategic planning, leadership of complex organizations, human capital management, corporate governance and board best practices. | Independent Director Since 2018 W. P. Carey Committees Audit, Investment |

  14. Nominees for the Board of Directors

    | | International Business Experience | | M&A Integration | | U.S. Public Company Executive Officer Experience | | | Real Estate Expertise | | Public & Private Capital Markets Expertise | | |

  15. Nominees for the Board of Directors

    | Jason E. Fox, 51 | | | Professional Experience ■W. P. Carey Inc.: Director and Chief Executive Officer (since 2018), President (2015–2017), Head of Global Investments (2015–2016), Co-Head of Global Investments (2012–2015), Co-Head of Domestic Investments (2011–2012) ■W. P. Carey Foundation Trustee (since 2018) Former Boards: Corporate Property Associates 18 – Global Incorporated, Director 2018–August 2022; Carey Watermark Investors Incorporated and Carey Watermark Investors 2 Incorporated, Director 2018–April 2020; Corporate Property Associates 17 – Global Incorporated, Director 2018 Other Current Public Company Boards ■Net Lease Office Properties (NYSE: NLOP): Chair of the Board and Chief Executive Officer (since November 2023) Qualifications Mr. Fox has a deep understanding of W. P. Carey's business and its investment strategies. He has been responsible for sourcing, negotiating and structuring acquisitions on behalf of W. P. Carey and the various programs it has managed for over two decades. As Chief Executive Officer of W. P. Carey, he has oversight regarding every aspect of the Company, making information about the Company's day-to-day operations and insight into its broader strategies directly available to the Board in its deliberations. | Director Since 2018 W. P. Carey Committees None |

  16. Nominees for the Board of Directors

    | | International Business Experience | | U.S. Public Company Executive Officer Experience | | Real Estate Expertise | | | Public & Private Capital Markets Expertise | | Investor Relations | | |

  17. Nominees for the Board of Directors

    | Rhonda O. Gass, 60 | | | Independent Director Since 2024 W. P. Carey Committee Audit | Professional Experience ■Stanley Black & Decker, Inc.: Chief Information Officer (since 2012) ■Dell, Inc.: Vice President, Information Technology (2007-2012); Vice President, IT Strategy, Technology, and Governance (2010-2012); Vice President, Product Group (2001-2007) ■NCR Corporation: Executive, Engineering Director, Site Leader, SW Development Manager SW Developer (1985-2001) Non-Public Company Boards: Technology Business Management Council, Director (since 2017); HCL Customer Advisory Board, Member (since March 2021) Other Current Public Company Boards ■Flowers Foods, Inc. (NYSE: FLO) (since 2015) Qualifications Ms. Gass brings to the Board over two decades of experience in strategic and informational technology and assessing and managing cybersecurity and digital risk. As Vice President and Chief Information Officer of Stanley Black & Decker, she is responsible for equipping the company's business with the digital and collaboration capabilities required to grow in the global marketplace. Her knowledge of IT strategy and security infrastructure is a significant asset to the Company's operations. |

  18. Nominees for the Board of Directors

    | | International Business Experience | | M&A Integration | | U.S. Public Company Executive Officer Experience | | | Information Technology & Cybersecurity | | | | |

  19. Nominees for the Board of Directors

    | Margaret G. Lewis, 69 | | | Independent Director Since 2017 W. P. Carey Committees Compensation, Nominating and Corporate Governance (Chair) | Professional Experience ■Hospital Corporation of America (NYSE: HCA): Division President (2004–2013) ■CJW Medical Center: Chief Executive Officer (2001–2004) ■Chippenham Medical Center/Johnston-Willis Medical Center: Chief Operating Officer (1998–2001) Former Boards: Federal Reserve Bank of Richmond, Chairman 2017–2018, Deputy Chairman 2014–2016 and January–December 2019, Class C Director 2013–December 2019; Smithfield Foods (NYSE-listed), Director 2011–2013; Virginia Hospital and Healthcare Association, Director Other Current Public Company Boards ■Flowers Foods, Inc. (NYSE: FLO) (since 2014) Qualifications Ms. Lewis' extensive leadership experience and management skills have been honed over a variety of senior management roles, providing her with unique expertise in executive decision-making and strategic planning. As a registered nurse and a fellow of the American College of Healthcare Executives, Ms. Lewis' background in healthcare and her diverse board experiences, including with the Federal Reserve Bank of Richmond, bring a robust and multi-disciplined approach to her role as Chair of the Nominating and Corporate Governance Committee, which also has purview over our ESG initiatives. |

  20. Nominees for the Board of Directors

    | | U.S. Public Company Executive Officer Experience | | Diversity, Equity & Inclusion | | Information Technology & Cybersecurity | | | Environmental, Social and Governance | | Human Capital Management | | |

  21. Nominees for the Board of Directors

    | Christopher J. Niehaus, 65 | | | Professional Experience ■BentallGreenOak: Managing Partner and Member of the Global Investment Committees (since 2011) ■W. P. Carey Inc.: Non-Executive Chair of the Board (since June 2019), Non-Executive Vice Chair of the Board (2018–June 2019) ■International Council of Shopping Centers: Trustee (since 1996) ■Morgan Stanley Real Estate: Vice Chairman (2006–2010) ■Morgan Stanley: Head of Global Real Estate Investment Banking (1994–2006) Other Current Public Company Boards ■None Qualifications Mr. Niehaus brings over four decades of experience in the real estate industry and a broad range of experience in finance, real estate investment banking, portfolio management and private equity, as well as public, private and international fund raising and fund management. He has served on the boards of private equity real estate companies in the U.S., Europe and Asia. Mr. Niehaus is a Managing Partner of BentallGreenOak, a global real estate investment management firm with over $80 billion of assets under management. Previously, he spent almost three decades at Morgan Stanley building and running one of the leading global real estate banking, lending and investing businesses bringing invaluable experience to his role as Non-Executive Chair of the Board. | Independent Director Since 2016 W. P. Carey Committees Investment (Chair), Nominating and Corporate Governance |

  22. Nominees for the Board of Directors

    | | International Business Experience | | M&A Integration | | U.S. Public Company Executive Officer Experience | | Real Estate Expertise | | | Public & Private Capital Markets Expertise | | Investor Relations | | Diversity, Equity & Inclusion | | |

  23. Nominees for the Board of Directors

    | Elisabeth T. Stheeman, 60 | | | Independent Director Since 2022 W. P. Carey Committees Investment, Nominating and Corporate Governance | Professional Experience ■Asian Infrastructure Investment Bank – Multilateral Development Bank: External Member of Audit and Risk Committee (since April 2021) ■German British Chamber of Industry and Commerce: Member of Council (since 2016) Former Boards: Bank of England: External Member of Financial Policy Committee (2018–February 2024) and Financial Market Infrastructure Board (2017–December 2023); London School of Economics: Member of Council and Finance & Estates Committee (2016–August 2023); alstria office REIT-AG: (ETR:AOX) Member of the Supervisory Board, Investment Committee, and Nominations and Remunerations Committee (May 2021–May 2023); Aareal Bank AG Supervisory Board Member 2015–August 2022; Korian SA Independent Non-Executive Director 2017–June 2019; TLG Immobilien AG Non-Executive Director 2014–2018 Other Current Public Company Boards ■Edinburgh Investment Trust PLC: (FTSE: EDIN) Chair (since July 2022), Non-Executive Director (since May 2019) Qualifications Ms. Stheeman brings to the Board a wealth of experience in financial services, private equity, real estate and healthcare in the UK, Germany and France. Before joining the Bank of England, she developed deep capital markets and real estate understanding through her role as Global Chief Operations Officer at LaSalle Investment Management and in her nearly 25-year executive career at Morgan Stanley. Her extensive board experience in the REIT industry provides a considerable source of knowledge and insight to the Board. |

  24. Nominees for the Board of Directors

    | | International Business Experience | | M&A Integration | | Real Estate Expertise | | Public & Private Capital Markets Expertise | | | Investor Relations | | Diversity, Equity & Inclusion | | Information Technology & Cybersecurity | | Environmental, Social and Governance | | | Human Capital Management | | Legal & Compliance | | | | |

  25. Nominees for the Board of Directors

    Independent Directors serve on one or more of our Board's standing committees, which are our Compensation, Audit, and Nominating and Corporate Governance Committees. The written charters for each of these standing committees can be viewed on our website, www.wpcarey.com, under the heading "Governance" in our "Investors" section. In addition to our standing committees, we have an Investment Committee, whose responsibilities include reviewing and approving potential transactions above a $100 million threshold, and an Executive Committee comprising the chairs of the standing committees, the chair of the Investment Committee and the Chief Executive Officer. Each of our standing committees is comprised entirely of independent Directors. The table below reflects the membership of these committees as of the date of this Proxy Statement. From time to time, the Board may also establish certain ad hoc committees for specific purposes.

  26. Nominees for the Board of Directors

    | Corporate Governance Board Committees | | | | | | | | Audit | Compensation | Executive | Investment | Nominating & Corporate Governance | | Mark A. Alexander | | | | | | | Constantin H. Beier | | | | | | | Tonit M. Calaway | | | | | | | Peter J. Farrell | | | | | | | Robert J. Flanagan | | | | | | | Jason E. Fox | | | | | | | Rhonda O. Gass | | | | | | | Margaret G. Lewis | | | | | | | Christopher J. Niehaus | | | | | | | Elisabeth T. Stheeman | | | | | | | Non-Executive Chair Committee Chair Committee Member Financial Expert | | | | | |

  27. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the total compensation of the individuals who served as Non-Employee Directors during 2023, including service on all committees of the Board, as described above:

  28. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total(2) ($) | | Mark A. Alexander | 140,000 | 174,983 | 314,983 | | Constantin H. Beier | 108,750 | 174,983 | 283,733 | | Tonit M. Calaway | 117,500 | 174,983 | 292,483 | | Peter J. Farrell | 148,750 | 174,983 | 323,733 | | Robert J. Flanagan | 117,500 | 174,983 | 292,483 | | Jean Hoysradt(3) | 117,500 | 174,983 | 292,483 | | Margaret G. Lewis | 131,250 | 174,983 | 306,233 | | Christopher J. Niehaus | 246,250 | 174,983 | 421,233 | | Elisabeth T. Stheeman(4) | 117,500 | 254,975 | 372,475 | | Nick J.M. van Ommen | 117,500 | 174,983 | 292,483 |

  29. 2023 DIRECTOR COMPENSATION TABLE

    1.Amounts reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718") with respect to awards of 2,553 Director RSAs received on July 3, 2023. There were no option awards, non-equity incentive compensation, or non-qualified deferred compensation granted to the Non-Employee Directors during 2023. The grant date fair value per share of these annual Director RSAs, computed in accordance with FASB ASC Topic 718, was $68.54. The assumptions on which these valuations are based are set forth in Note 14 to the consolidated financial statements included in our Annual Report. 2.The totals do not reflect dividends accrued during 2023 on the Stock Awards shown in the table because the dividends are reflected in the grant date fair values of the awards shown in the Stock Awards column. 3.In connection with the Spin-Off, Ms. Hoysradt resigned from her position as a member of the Board, including as a member of the Nominating and Corporate Governance Committee and the Compensation Committee, effective as of November 1, 2023, and was appointed to serve as a trustee on the NLOP Board. In connection with Ms. Hoysradt's resignation, the vesting of her outstanding equity awards was accelerated, effective November 1, 2023. The modification of Ms. Hoysradt's award at the time of acceleration did not result in any incremental fair value. 4.Ms. Stheeman became a Director in December 2022 and received a pro-rated grant of 1,022 Director RSAs on January 3, 2023, valued at approximately $80,000, which was equal to half of the annual $160,000 Director RSA grant in effect at that time, for her service on the Board through June 2023. The grant date fair value per share of this pro-rated grant of Director RSAs, computed in accordance with FASB ASC Topic 718, was $78.27. This pro-rated award was fully vested on July 1, 2023.

  30. Compensation Principles

    | 1 | Compensation levels should be conservative and prudent | 2 | Compensation should adequately reward those who create value for the Company and its shareholders | 3 | Compensation should be tied to the financial performance of the Company | | ■ The Compensation Committee annually reviews the pay levels of our NEOs against our peers and generally finds our base salaries to be conservative and total compensation aligned with the median among our peers. | | ■ Approximately 72% of CEO pay and 51% of the remaining NEOs' pay opportunity is provided through equity-based compensation tied to long-term performance and vesting. ■ The Compensation Committee believes that senior management pay outcomes over time should be aligned with the shareholder experience. ■ Further, each of our NEOs is subject to rigorous stock ownership guidelines and our clawback and recoupment policies. | | ■ For 2023, 89% and 83% of the pay opportunity for our CEO and remaining NEOs, respectively, was at risk and subject to Company and/or stock price performance. ■ The Compensation Committee maintained the structure of our annual and long-term incentive plans and made modest adjustments to our long-term incentive plan for 2023 in anticipation of the strategic office exit. ■ The ultimate value of our performance-based equity awards is tied to 3-year relative TSR or to AFFO per share growth and 3-year relative TSR. | |

  31. Compensation Highlights

    Compensation Highlights 2023 BASE SALARIES: For 2023, the Compensation Committee approved a salary increase for one of the NEOs, influenced by a market assessment, conducted by the Committee's independent compensation consultant, Frederic W. Cook & Co., Inc. ("FW Cook"), and supported by the progress made toward achieving the Company's strategic goals. 2023 BONUS PAYMENTS: Our NEOs earned bonuses ranging from 81.2% to 100% of the target award. Our 2023 annual cash bonus plan ("ACB") included three financial metrics: RE AFFO per share (weighted 70%), Net Debt to Adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") (weighted 20%), and Cash Interest Expense Coverage (weighted 10%). Each metric provided for a maximum payout of 150% of target, a target payout of 100%, and a threshold payout of 50% of target, with zero payout for performance below the threshold level. As described below, the Compensation Committee, in evaluating the financial metrics in light of the Spin-Off and the Office Sale Program, determined to fund the bonuses using actual results through the last financial period before the Spin-Off combined with projected performance for the remainder of 2023 as if the Spin-Off had not occurred. As a result, 2023 bonus payments were funded at target performance on the RE AFFO per share, Cash Interest Expense Coverage, and Net Debt to Adjusted EBITDA metrics. Two of our NEOs, Mr. Fox and Mr. Sabatini, receive bonuses tied to additional metrics besides the three financial metrics described above. One-third of Mr. Fox's bonus is determined based on our strategic accomplishments, and he earned a bonus of 100% of target based on the overall Company goals and strategic accomplishments. Two-thirds of Mr. Sabatini's bonus is measured against performance of the Investments Department that he leads, and he earned a bonus of 81.2% of target based on the overall Company goals and the Investments Department's goals. 2021-2023 PERFORMANCE SHARE UNIT AWARD PAYOUTS: In early 2021, PSUs were granted contingent on three-year performance against pre-established metrics (RE AFFO per share growth and TSR relative to the constituents of the MSCI US REIT Index) up to 300% of target. Similar to the ACB, the Compensation Committee, in evaluating the 2021 PSU performance metrics in light of the Spin-Off and the Office Sale Program, determined to use actual RE AFFO results through the last financial period before the Spin-Off combined with projected performance for the remainder of 2023 as if the Spin-Off had not occurred. No other discretion was applied. In early 2024, the Compensation Committee certified performance achievements and approved a payout equal to 216% of target to all holders of such awards, including all of the NEOs. 2023 LONG-TERM INCENTIVE GRANTS: The Compensation Committee maintained the same type of long-term incentive grants as in prior years and in 2023 authorized grants to the NEOs in the form of PSUs and time-based RSUs. The Compensation Committee believes this mix of grants creates a strong connection between our multi-year performance and the actual payouts realized by our NEOs. RSUs vest in equal annual installments over a three-year period. For 2023, given the impending strategic exit from office, including the potential Spin-Off, and the difficulty to establish reasonable three-year RE AFFO goals, PSUs were issued with performance based solely on TSR relative to the constituents of the MSCI US REIT Index over a three-year period (2023-2025). IMPACT OF NLOP SPIN ON INCENTIVE PLAN DESIGN, GOALS AND PAYOUTS: Over the course of 2023, the Compensation Committee carefully evaluated the appropriate way to incentivize and retain our NEOs in light of the potential Spin-Off and implementation of the Office Sale Program. The table below summarizes the actions and impact of the Spin-Off on all incentive plans active during 2023.

  32. Compensation Highlights

    | Incentive Plan | Committee Action | Rationale | | 2023 ACB Plan | ■Combine actual results through the last financial period before Spin-Off with projected performance for the remainder of 2023 as if the Spin-Off had not occurred (i.e., part of 2023 for the ACB, all of 2021 and 2022 and part of 2023 for PSUs) | ■Align the performance achieved through the last financial period before the Spin-Off with the assumptions that informed the goals set at the outset of each plan ■Avoid creating an incentive to not execute the Spin-Off because of a potentially negative impact on our short-term financial results | | 2021-2023 PSUs | | | | 2022-2024 PSUs | ■Combine actual results for RE AFFO per Share for 2022 with the 2023 results also applied to the 2023 ACB and 2021-2023 PSUs ■Score 33% of the overall PSUs (down from 50%) based on 2-year RE AFFO per Share growth against the original growth goals established in 2022 ■Score 67% of the overall PSUs (up from 50%) based on 3-year Relative TSR against the same goals established in 2022 | ■Reward multi-year financial performance while retaining the 3-year retentive period inherent in our PSU design ■Continue to subject 100% of the original target shares to multi-year performance ■Avoid creating an incentive to not execute the Spin-Off because of a potentially negative impact on our short-term financial results | | 2023-2025 PSUs | ■Eliminate RE AFFO per Share as a metric and focus solely on Relative TSR | ■Uncertainty around our evaluation of our office exit plans complicated efforts to establish a credible and challenging RE AFFO per Share goal ■Continue to subject 100% of PSUs to multi-year performance (60% of total LTI) | | 2021, 2022, and 2023 RSUs and PSUs | ■Adjust the number of units underlying each unvested RSU and unearned PSU based on the 5-trading day volume weighted average per share price prior to and following the completion of the Spin-Off | ■Equitably adjust all awards to maintain the value of each award in conjunction with a material transaction such as the Spin-Off, consistent with the terms of the equitable adjustment provision of our 2017 Share Incentive Plan ■The modifications reduced the unvested RSU and PSU awards |

  33. Compensation Highlights

    2024 COMPENSATION ACTIONS: The Compensation Committee determined to maintain the use of three formulaic metrics in our 2024 ACB, but to change from using RE AFFO per share to AFFO per share. As we will not be reporting on RE AFFO per share going forward, since our investment management segment is immaterial, the Committee believes this will better capture total company performance. For the 2024-2026 PSUs, the Compensation Committee determined to return to using two metrics, AFFO per share and relative TSR, with equal weighting. Additionally, the Compensation Committee approved the grant of special RSU awards ranging from $100,000 to $300,000 to all NEOs other than our CEO. These RSUs recognized the team's effective collaboration and successful execution of the exit from office in a period of significant lending market disruption and volatile equity markets. The awards were granted at the same time as our 2024 annual equity awards and vest in three equal annual installments, consistent with our 2024 annual RSU grants. RESULTS OF 2023 ADVISORY VOTE ON EXECUTIVE COMPENSATION: At our 2023 Annual Meeting, more than 90% of the votes cast were in favor of our Say-on-Pay proposal. The Compensation Committee considered the outcome of that advisory vote to reflect approval of the Compensation Committee's compensation philosophy and implementation. However, the Compensation Committee will continue to consider the outcome of our Say-on-Pay votes and any other shareholder feedback when making future compensation decisions for the NEOs. COMPENSATION PHILOSOPHY AND DECISION-MAKING PROCESS: Our compensation philosophy and our processes for compensating executive officers are overseen by the Compensation Committee. The Compensation Committee currently consists of four directors, each of whom is independent within the meaning of the Listing Standards of the NYSE. The Compensation Committee's responsibilities include setting our executive compensation principles and objectives, setting and approving the compensation of executive officers, and monitoring and approving our general compensation programs. The Compensation Committee relies on input both from management and from its independent compensation consultant to assist the Compensation Committee in making its determinations. Although the Compensation Committee receives information and recommendations regarding the design of the compensation program and level of compensation for NEOs from these sources, the Compensation Committee retains the sole authority to make final decisions both as to the types of compensation awarded and compensation levels for these executives.

  34. Role Of The Independent Compensation Consultant

    Role Of The Independent Compensation Consultant The Compensation Committee engages an independent consultant to provide guidance on a variety of compensation matters. During 2023, the Compensation Committee continued to engage FW Cook as its independent compensation consultant. FW Cook conducts independent studies and provides objective advice on executive and non-employee director compensation. FW Cook's role with the Company is as an adviser to the Compensation Committee on executive compensation matters. Each year, the Compensation Committee conducts an assessment, as required by SEC rules, to determine if any conflicts of interest exist with regard to its engagement of FW Cook. In conducting that assessment for 2023, the Compensation Committee reviewed a variety of factors, including those required by SEC rules, and determined that no such conflict of interest existed and that they are independent under the applicable SEC and NYSE listing independence criteria.

  35. Peer Comparison Group

    Peer Comparison Group When determining compensation levels for the NEOs, the Compensation Committee considers several external market reference points, including published survey data and the competitive pay levels of an established group of publicly traded peer companies. This peer comparison group consists of companies having similar characteristics to us, as noted below, and with whom we compete for executive talent. FW Cook annually reviews the peer group to confirm the overall reasonableness of the group for compensation and design benchmarking purposes. The Compensation Committee then determines what changes, if any, are appropriate. The companies included in the peer group generally have the following characteristics: ■Companies that operate as publicly traded, internally-managed REITs; ■Companies within a reasonable size range, primarily measured by market capitalization and enterprise value; and ■Companies that may meet additional qualitative criteria intended to identify those most similar in business model and asset mix to the Company, including factors such as: net lease focus, exposure to multiple asset classes, national diversity, diversified tenant base, and international operations. In March 2022, the Compensation Committee, with input from management and FW Cook, reviewed and approved changes to the peer group used to inform 2023 pay decisions. Based on the review, the Compensation Committee determined to remove VEREIT due to its acquisition by Realty Income and to add Duke Realty to align with its goal of positioning us within a reasonable range of median on key size metrics while considering the applicable qualitative criteria.

  36. Peer Comparison Group

    | Peer Group (used to inform 2023 pay decisions) | | | | Alexandria Real Estate | Gaming and Leisure Properties | Omega Healthcare | | Brixmor Property Group | Healthpeak Properties | Realty Income Corporation | | Digital Realty Trust | Kimco Realty Corporation | STORE Capital | | Duke Realty | Medical Properties Trust | Ventas | | EPR Properties | National Retail Properties | Welltower |

  37. Peer Group Changes

    Peer Group Changes In March 2023, the Compensation Committee, with input from management and FW Cook, reviewed and approved changes to the peer group used to inform 2024 pay decisions. Based on the review, the Compensation Committee determined to remove Duke Realty due to its acquisition by Prologis and STORE Capital as a result of its privatization.

  38. Peer Group Changes

    | Peer Group (used to inform 2024 pay decisions) | | | | Alexandria Real Estate | Healthpeak Properties | Realty Income Corporation | | Brixmor Property Group | Kimco Realty Corporation | Ventas | | Digital Realty Trust | Medical Properties Trust | Welltower | | EPR Properties | National Retail Properties | | | Gaming and Leisure Properties | Omega Healthcare | |

  39. Elements of Compensation

    Elements of Compensation We use base salary, annual cash incentives, and long-term equity incentives, as well as a range of benefit plans, as tools to help achieve its compensation objectives. Our approach to the mix of compensation among these elements emphasizes variable compensation, including bonuses and long-term incentives in the form of stock-based awards, over fixed compensation. The emphasis on stock-based awards vesting over time helps to promote a long-term perspective and further align management's interests with that of our shareholders.

  40. Elements of Compensation

    | Element | Form | Compensation Objectives and Key Features | | Base Salary | Fixed Cash | ■ Fixed compensation component that provides a base level of competitive cash to compensate the executive officer for the scope and complexity of the position. ■ Amounts based on an evaluation of the executive officer's experience, position and responsibility; intended to be competitive in the marketplace to attract and retain executives. | | Annual Cash Incentive Award | Performance-Based Cash | ■ Variable cash compensation component that provides an incentive opportunity based on performance against objective Company performance metrics, RE AFFO per share, Net Debt to Adjusted EBITDA, and Cash Interest Expense Coverage for 2023, subject to the Compensation Committee's discretion based on its assessment of overall Company strategic and individual performance. ■ For 2023, 33% of Mr. Fox's bonus opportunity included measurement against strategic goals established by the Committee, and two thirds of Mr. Sabatini's bonus was measured against performance of the Investment Department that he leads. | | Long-Term Equity Incentives | Performance Stock Units (60% of LTI value) and Restricted Stock Units (40% of LTI value) | ■ Variable equity compensation designed to foster meaningful ownership of our Common Stock by management, to align the interests of our management with the creation of long-term shareholder value, and to motivate our management to achieve long-term growth for the Company. ■ For 2023, PSU awards under the long-term incentive plan (“LTIP”) are tied to three-year relative TSR performance versus the constituents of the MSCI US REIT Index. ■ RSU awards vest in equal annual installments over a three-year period. |

  41. Elements of Compensation

    | Executive | Base Salary ($) | Target Annual Cash Incentive Opportunity ($) | Target Long-Term Equity Grant ($) | Target Total Compensation ($) | | Jason E. Fox | 1,000,000 | 1,500,000 | 6,500,000 | 9,000,000 | | John J. Park | 550,000 | 1,000,000 | 1,750,000 | 3,300,000 | | ToniAnn Sanzone | 550,000 | 750,000 | 1,950,000 | 3,250,000 | | Gino M. Sabatini | 500,000 | 1,500,000 | 1,350,000 | 3,350,000 | | Brooks G. Gordon | 450,000 | 550,000 | 1,050,000 | 2,050,000 |

  42. ANNUAL CASH INCENTIVES

    ANNUAL CASH INCENTIVES Our 2023 ACB plan was designed to motivate our NEOs to deliver strong financial performance and to provide a clear link between pay and performance. The Compensation Committee established target bonus opportunities for each NEO based on a variety of factors, including competitive market data, individual performance, and role criticality. NEOs were eligible for a maximum payout of up to 150% of the target value. Funding was calculated using three financial performance metrics, RE AFFO per share (weighted 70%), Net Debt to Adjusted EBITDA (weighted 20%), and Cash Interest Expense Coverage (weighted 10%). The Compensation Committee placed the highest weighting on RE AFFO per share, as it represents a key metric of our financial success. Net Debt to Adjusted EBITDA and Cash Interest Expense Coverage are critical to maintaining a competitive cost of capital, which serves as a key driver of our future growth. Our three metrics are all distinct, measurable, and rigorous, and provide our NEOs with a clear view of how our financial performance impacts compensation. Funding based on the financial performance on these three metrics ranges from 50% to 150% of target, with zero payout for performance below the threshold level. The Compensation Committee maintains its discretion to increase or decrease the formulaically funded payout based on its assessment of overall Company performance in appropriate circumstances.

  43. ANNUAL CASH INCENTIVES

    | Financial Performance Metric | Weighting | Performance Range | Payout Target | | RE AFFO per Share | 70% | | | | Threshold | | $5.19 | 50% | | Target | | $5.35 | 100% | | Maximum | | $5.51 | 150% | | Adjusted Results | | $5.35 | 100% | | Net Debt to Adjusted EBITDA | 20% | | | | Threshold | | 6.0x | 50% | | Target | | 5.7x | 100% | | Maximum | | 5.4x | 150% | | Adjusted Results | | 5.7x | 100% | | Cash Interest Expense Coverage | 10% | | | | Threshold | | 4.8x | 50% | | Target | | 5.1x | 100% | | Maximum | | 5.4x | 150% | | Adjusted Results | | 5.1x | 100% | | | | Total Weighted Payout | 100% |

  44. ANNUAL CASH INCENTIVES

    As we neared the expected Spin-Off, the Compensation Committee reviewed our 2023 year-to-date actual results and our forecasted results for the balance of 2023 with and without the office assets that we expected to Spin-Off and to sell from our balance sheet. The original ACB goals established at the start of 2023 did not contemplate the exit from office, as we could not sufficiently predict exactly when and under what financial terms the Spin-Off and asset sales would be executed. The Compensation Committee's review of our projections with and without our prior office assets indicated that the projected payout on the 2023 ACB would decline meaningfully simply by virtue of the office exit. Given that the original goals did not reflect the potential office exit, the Compensation Committee determined to calculate results for the 2023 ACB based on our actual results through the financial period shortly before Spin-Off and our projected results for the balance of 2023 assuming the office exit did not occur, measured against the goals established at the beginning of 2023. Our actual financial results against the three financial metrics described above leading up to Spin-Off, coupled with projected results for the fourth quarter of 2023, yielded a target payout. The Compensation Committee viewed this adjustment to our results as appropriate and fair to our NEOs, as it wanted to avoid an unintended outcome of incentivizing our NEOs to not execute the Spin-Off on the terms and conditions established in the latter part of 2023. The three financial metrics above determined the total of the annual cash bonus payouts for Mr. Park, Ms. Sanzone, and Mr. Gordon. Based on our overall performance, each of these officers earned a payout of 100% of target. For 2023, one-third of Mr. Fox's annual bonus was tied to execution of strategic goals, with our financial performance determining the other two-thirds of his payout. Mr. Fox's strategic goals approved by the Compensation Committee for 2023 included talent development, advancing our growth strategy, and diversifying our investments. No formulaic, quantitative goals with formal threshold, target, or maximum goals existed for the three components of Mr. Fox's strategic goals, instead the Compensation Committee considered a variety of quantitative and qualitative data on our financial performance and our people strategy in determining the final payout. Based on its overall assessment of our performance during 2023, including the execution of our exit from office assets, including the Spin-Off, the Compensation Committee determined to award Mr. Fox a 100% of target payout on the strategic component, resulting in an overall payout of $1,500,000, or 100% of his target bonus. Mr. Sabatini's 2023 bonus was weighted one third to the financial performance metrics and two thirds to specific performance metrics tied to the performance of the Investments Department that he leads, including investment volume and deal quality. For competitive reasons, we do not disclose publicly the specifics related to these goals. The Compensation Committee awarded Mr. Sabatini an overall payout of $1,218,000, or 81.2% of target.

  45. ACTUAL BONUSES AWARDED TO THE NEOS

    ACTUAL BONUSES AWARDED TO THE NEOS Actual NEO bonuses for those other than Mr. Sabatini were paid at 100% of target as described above. In addition, bonuses for Messrs. Fox and Sabatini also reflect performance against strategic goals and the Investments Department as measured by investment volume and quality, respectively. The NEO cash incentive payouts for 2023 performance, which were paid in early 2024, are shown in the table below:

  46. ACTUAL BONUSES AWARDED TO THE NEOS

    | Executive | 2023 Target Bonus ($) | Payout as Target (%) | 2023 Actual Bonus ($) | | Jason E. Fox | 1,500,000 | 100 | 1,500,000 | | John J. Park | 1,000,000 | 100 | 1,000,000 | | ToniAnn Sanzone | 750,000 | 100 | 750,000 | | Gino M. Sabatini | 1,500,000 | 81.2 | 1,218,000 | | Brooks G. Gordon | 550,000 | 100 | 550,000 |

  47. LONG-TERM INCENTIVE PLAN AWARDS

    LONG-TERM INCENTIVE PLAN AWARDS The LTIP is designed to reward key managers for high performance and to drive shareholder value. Awards for our NEOs are delivered 40% in the form of time-based RSUs that vest in equal annual installments over a three-year period and 60% in the form of PSUs that are earned after a three-year performance period based on the achievement of specific performance goals established at the beginning of the cycle. The Compensation Committee approves PSU goals after evaluating goals proposed by management which consider our long-term financial plan, historical results, and expected results. The Compensation Committee considers these recommendations in conjunction with the established long-term business plan of the Company in order to determine the final goals. From time to time, the Compensation Committee's independent compensation consultant assists the Compensation Committee with the goal-setting process by providing analyses of historical peer group performance and expected trends. The table below presents the LTIP award amounts for 2023. These amounts may differ from the values shown in the Summary Compensation Table and Grants of Plan Based Awards Tables since SEC disclosure rules require companies calculate and present the grant date fair value of equity awards based on accounting fair value estimates. The table below presents the LTIP award amounts for 2023. The amounts represent the Compensation Committee's approved value as determined based on a variety of factors, including market competitiveness, internal equity, contribution, experience, and uniqueness of role. Once approved, the Company's grant date stock price is used to determine the number of shares ultimately awarded. The grant date fair value is calculated by multiplying the number of shares awarded by the Company's fair value estimate at time of issuance. The Compensation Committee regularly reviews our progress towards achieving each of the PSU goals and, after the end of each three-year PSU performance cycle, evaluates the Company's actual performance compared to the pre-set goals in order to determine the payout level achieved. PSUs may be earned between 0% and 300% of the target number of shares granted depending on our TSR relative to the constituents of the MSCI US REIT Index. As we could not sufficiently predict when, and under what financial terms, the Spin-Off and asset sales would be executed, it became difficult to establish reasonable three year RE AFFO goals. As a result, the Compensation Committee eliminated the use of RE AFFO per Share as a metric for the 2023-2025 PSUs. Relative TSR aligns with the Company's goals of outperforming an established benchmark index for similar REITs both through growing share price and delivering a sustainable dividend. Payment levels are linearly interpolated between each level of performance to recognize, reward, and incentivize incremental performance gains between each performance goal.

  48. LONG-TERM INCENTIVE PLAN AWARDS

    | Executive | Target LTI Award ($) | Value of PSUs (60% of total) ($) | Value of RSUs (40% of total) ($) | | Jason E. Fox | 6,500,000 | 3,900,000 | 2,600,000 | | John J. Park | 1,750,000 | 1,050,000 | 700,000 | | ToniAnn Sanzone | 1,950,000 | 1,170,000 | 780,000 | | Gino M. Sabatini | 1,350,000 | 810,000 | 540,000 | | Brooks G. Gordon | 1,050,000 | 630,000 | 420,000 |

  49. LONG-TERM INCENTIVE PLAN AWARDS

    In April 2023, each of Messrs. Fox, Park, Sabatini and Gordon and Ms. Sanzone also received a separate grant of 50 RSUs in connection with the celebration of the Company's 50th Anniversary, which is not shown in the table above, with a grant date fair value of $3,814. This grant of RSUs was made to all Company employees and was fully vested upon grant. In November 2023, Ms. Sanzone also received a separate grant of RSUs for reaching an anniversary milestone, which is not shown in the table above, with a grant date value of $5,484. The grant of RSUs for anniversary milestones are available to all employees for achievement of years of service and are subject to vest in three annual installments commencing on February 15 of the year following the year granted. Similar to the 2023 ACB, the Compensation Committee recognized that the expected exit from the office sector would impact our 2023 RE AFFO per share that would determine the payout for that metric in our 2021-2023 PSUs. The Compensation Committee made an identical adjustment to our 2023 RE AFFO per share result, which was used for calculating that component of the 2021-2023 PSUs, as illustrated in the table below. The calculation of our 2021-2023 PSU payout is presented in the table below. Our NEOs also earned dividend equivalent shares on their earned PSUs, which were delivered in equal proportion to the number of underlying shares earned.

  50. 2021-2023 PSUs

    2021-2023 PSUs

  51. 2021-2023 PSUs

    | Performance Level | RE AFFO per Share (Compound Growth Rate) (%) | Relative TSR (vs. MSCI US REIT Index) (%) | Payout as Target (%) | | Below Threshold | <1.0 | <25th Percentile | — | | Threshold | 1.0 | 25th Percentile | 50 | | Target | 2.0 | 50th Percentile | 100 | | Stretch | 4.0 | 75th Percentile | 200 | | Maximum | 5.0 | 90th Percentile | 300 | | Actual Results | 5.16 | 58th Percentile | | | Payout | 300.0% | 132.0% | 216.0% |

  52. 2021-2023 PSUs

    For 2023, the Compensation Committee removed RE AFFO per share as a metric given the potential exit from office at some point over the 2023-2025 period, as discussed above, and determined to tie performance solely to Relative TSR over the three-year period for these awards. As a result, the following metrics apply:

  53. 2023-2025 PSUs

    2023-2025 PSUs

  54. 2023-2025 PSUs

    | Performance Level | Relative TSR (vs. MSCI US REIT Index) (%) | Payout as Target (%) | | Below Threshold | <25th percentile | — | | Threshold | 25th percentile | 50 | | Target | 50th percentile | 100 | | Stretch | 75th percentile | 200 | | Maximum | 90th percentile | 300 |

  55. DEFERRED COMPENSATION PLANS

    DEFERRED COMPENSATION PLANS Payment of the shares underlying LTIP awards may be deferred pursuant to the Company's Deferred Compensation Plan and are subject to the requirements of Section 409A of the Internal Revenue Code, which we refer to in this Proxy Statement as the Code. Messrs. Fox, Park and Sabatini elected to defer receipt of the underlying shares for awards of RSUs and PSUs that were granted in 2023 and Ms. Sanzone elected to defer receipt of the underlying shares for awards of PSUs that were granted in 2023 through the Company's Deferred Compensation Plan. Deferred awards under certain prior compensation plans are also maintained in the Deferred Compensation Plan. These partnership equity unit plans, or PEP Plans, were discontinued in 2007, and the PEP awards were converted to RSUs in 2009. These Rollover RSUs, which were required to be deferred for a minimum of two years, are payable in accordance with the employees' prior elections. Currently, of the NEOs, Messrs. Fox, Park and Sabatini hold Rollover RSUs. Deferred awards do not accrue interest or amounts other than dividend equivalents as may be required pursuant to underlying award agreements. Deferred amounts are payable in accordance with participants' deferral elections.

  56. Employment Agreements

    Employment Agreements We have, from time to time, entered into employment agreements when we have deemed it to be advantageous in order to attract or retain certain individuals. None of the NEOs have employment agreements as of the date of this Proxy Statement.

  57. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for each of the fiscal years ended December 31, 2023, 2022, and 2021. For purposes of this table, our NEOs for 2023 were: our Chief Executive Officer, Chief Financial Officer and the three most highly compensated Executive Officers at December 31, 2023 as calculated in accordance with SEC rules. There were no other executive officers during 2023. In accordance with rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

  58. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Jason E. Fox(4)(5) CEO | 2023 | 1,000,000 | — | 9,254,316 | 1,500,000 | 33,000 | 11,787,316 | | | 2022 | 996,154 | — | 6,478,409 | 1,900,000 | 30,500 | 9,405,063 | | | 2021 | 800,000 | — | 7,069,384 | 2,205,000 | 29,000 | 10,103,384 | | ToniAnn Sanzone(5)(6) CFO | 2023 | 550,000 | — | 2,784,346 | 750,000 | 33,000 | 4,117,346 | | | 2022 | 549,519 | — | 2,049,020 | 1,050,000 | 30,680 | 3,679,219 | | | 2021 | 525,000 | — | 2,127,302 | 1,102,500 | 29,592 | 3,784,394 | | John J. Park(5)(7) President | 2023 | 550,000 | — | 2,494,179 | 1,000,000 | 33,000 | 4,077,179 | | | 2022 | 549,519 | — | 1,814,125 | 1,400,000 | 30,500 | 3,794,144 | | | 2021 | 525,000 | — | 2,192,684 | 1,470,000 | 30,115 | 4,217,799 | | Gino M. Sabatini(5) Head of Investments | 2023 | 500,000 | — | 1,924,959 | 1,218,000 | 33,000 | 3,675,959 | | | 2022 | 500,000 | — | 1,348,016 | 1,359,000 | 32,439 | 3,239,455 | | | 2021 | 500,000 | — | 1,636,318 | 1,267,000 | 29,000 | 3,432,318 | | Brooks G. Gordon(5)(8) Head of Asset Management | 2023 | 449,519 | — | 1,498,021 | 550,000 | 33,000 | 2,530,540 | | | 2022 | 424,519 | — | 1,024,509 | 770,000 | 30,500 | 2,249,528 | | | 2021 | 400,000 | — | 1,120,430 | 808,500 | 29,000 | 2,357,930 |

  59. Summary Compensation Table

    1.Amounts in the Stock Awards column reflect the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, with respect to awards of RSUs and PSUs under the 2017 SIP for awards in 2021, 2022 and 2023. In connection with the Spin-Off, each RSU and PSU outstanding at November 1, 2023 was adjusted 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 price of our common stock following the Spin-Off. The modifications reduced the unvested RSU and PSU awards. 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. For details of the individual grants of RSUs and PSUs during 2023, please see the 2023 Grants of Plan-Based Awards table below. The assumptions on which these valuations are based are set forth in Note 14 to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023, disregarding estimates of forfeitures. The table reflects PSU awards using an estimate of the future payout at the date of grant. If the PSU awards were shown instead at the Maximum payout level, the aggregate grant date fair value of the 2023 PSUs would be: $11,699,931 for Mr. Fox, $3,509,827 for Ms. Sanzone, $3,149,766 for Mr. Park, $2,429,900 for Mr. Sabatini, and $1,889,809 for Mr. Gordon; for 2022, $10,799,803 for Mr. Fox, $3,419,950 for Ms. Sanzone, $3,014,804 for Mr. Park, $2,249,929 for Mr. Sabatini, and $1,709,975 for Mr. Gordon; for 2021, $8,099,874 for Mr. Fox, $2,437,394 for Ms. Sanzone, $2,512,308 for Mr. Park, $1,874,841 for Mr. Sabatini, and $1,274,932 for Mr. Gordon. 2.Amounts shown represent payments under our annual cash bonus plan, which were paid in early 2024, 2023 and 2022 for performance in 2023, 2022 and 2021, respectively. 3.The All Other Compensation column includes compensation related to Company contributions on behalf of the NEOs to the Company-sponsored profit sharing plan. Mr. Fox, Ms. Sanzone, Mr. Park, Mr. Sabatini and Mr. Gordon all received $33,000, $30,500 and $29,000 in profit sharing contributions for 2023, 2022 and 2021, respectively. 4.The Stock Awards column amount for 2022 includes an anniversary grant of 100 RSUs with a grant date fair value of $7,844 made in connection with an anniversary grant to Mr. Fox, as discussed in the Compensation Discussion and Analysis above. 5.The Stock Awards column amount for 2023 includes a grant of 50 RSUs with a grant date fair value of $3,814 in connection with the Company's 50th Anniversary to Mr. Fox, Ms. Sanzone, Mr. Park, Mr. Sabatini and Mr. Gordon, as discussed in the Compensation Discussion and Analysis above. 6.The Stock Awards column amount for 2023 includes an anniversary grant of 100 RSUs with a grant date fair value of $5,484 made in connection with an anniversary grant to Ms. Sanzone, as discussed in the Compensation Discussion and Analysis above. 7.The Stock Awards column amount for 2022 includes an anniversary grant of 100 with a grant date fair value of $7,844 made in connection with an anniversary grant to Mr. Park, as discussed in the Compensation Discussion and Analysis above. 8.In January 2023, Mr. Gordon's salary was set at $450,000. The Stock Awards column amount for 2021 includes an anniversary grant of 100 RSUs with a grant date fair value of $7,699 made in connection with an anniversary grant to Mr. Gordon, as discussed in the Compensation Discussion and Analysis above.

  60. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information on awards under our annual cash bonus plan and the LTIP to our NEOs in 2023.

  61. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jason E. Fox(5) | — | 1,125,000 | 1,500,000 | 5,000,000 | | | | | | | | 1/24/23 | | | | | | | 30,724 | 2,603,742 | | | 1/24/23 | | | | 23,006 | 46,012 | 138,036 | | 6,650,574 | | ToniAnn Sanzone(5)(6) | — | 562,500 | 750,000 | 5,000,000 | | | | | | | | 1/24/23 | | | | | | | 9,352 | 789,260 | | | 1/24/23 | | | | 6,902 | 13,803 | 41,409 | | 1,995,086 | | John J. Park(5) | — | 750,000 | 1,000,000 | 5,000,000 | | | | | | | | 1/24/23 | | | | | | | 8,308 | 703,762 | | | 1/24/23 | | | | 6,194 | 12,387 | 37,161 | | 1,790,417 | | Gino M. Sabatini(5) | — | 1,125,000 | 1,500,000 | 5,000,000 | | | | | | | | 1/24/23 | | | | | | | 6,420 | 543,735 | | | 1/24/23 | | | | 4,778 | 9,556 | 28,668 | | 1,381,224 | | Brooks G. Gordon(5) | — | 412,500 | 550,000 | 5,000,000 | | | | | | | | 1/24/23 | | | | | | | 5,005 | 423,800 | | | 1/24/23 | | | | 3,716 | 7,432 | 22,296 | | 1,074,221 |

  62. 2023 Grants of Plan-Based Awards

    1.Represents potential payments under our annual cash bonus plan, as described under Annual Cash Incentives in the Compensation Discussion and Analysis section above. The amounts shown for Threshold represent the achievement of the minimum funding of the overall bonus pool based on performance against pre-established goals, without any modification, based on the achievement of certain predetermined strategic goals, as described under Annual Cash Incentives in the Compensation Discussion and Analysis section shown previously in this Proxy Statement. The actual amounts paid under this plan are shown in the Non-Equity Incentive Plan Compensation column for 2023 in the Summary Compensation Table above. The amounts shown for Maximum represent the per-individual limit under the 2017 Annual Incentive Compensation Plan. 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 price 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. 2.Reflects awards of PSUs under the 2017 SIP. The underlying shares of Common Stock may be paid out in 2026, after the end of a three-year performance cycle (2023-2025), depending on the achievement of specified criteria, as described in the Compensation Discussion and Analysis section above. Dividend equivalents, in amounts equal to the dividends paid on the shares of Common Stock underlying the PSUs, are accrued and paid after the end of the performance cycle in additional shares of Common Stock as if reinvested in shares upon the related dates of distribution, but only to the extent that the shares underlying the PSUs are actually earned and payable. We refer to these additional shares in this Proxy Statement as Dividend Equivalent Shares. 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. 3.Reflects awards of RSUs under the 2017 SIP, which are scheduled to vest in three equal installments annually commencing on February 15, 2024. Grants of RSUs under the 2017 SIP will not pay dividend equivalents until, and will be conditioned upon, the vesting of the RSUs. 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. 4.The grant date fair value is calculated in accordance with FASB ASC Topic 718, disregarding estimates of forfeitures, and for PSUs is based upon an estimate of the future payout at the date of grant. In fiscal year 2023, shares granted were determined based on stock price on date of grant. See the amounts under Stock Awards for 2023 in the Summary Compensation Table presented earlier in this Proxy Statement. For additional information on the valuation assumptions, please refer to Note 15 to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. The amounts shown under Grant Date Fair Value of Stock Awards do not necessarily correspond to the actual value, if any, that may eventually be realized by the NEO. 5.The Stock Awards column amount for 2023 includes a grant of 50 RSUs with a grant date fair value of $3,814 in connection with the Company's 50th Anniversary to Mr. Fox, Ms. Sanzone, Mr. Park, Mr. Sabatini and Mr. Gordon, as discussed in the Compensation Discussion and Analysis above. 6.The Stock Awards column amount for 2023 includes an anniversary grant of 100 RSUs with a grant date fair value of $5,484 made in connection with an anniversary grant to Ms. Sanzone, as discussed in the Compensation Discussion and Analysis above.

  63. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table sets forth certain information with regard to all unvested awards of RSUs and PSUs held by our NEOs on December 31, 2023. All market values are based on the $64.81 closing price per share of the Common Stock on December 29, 2023.

  64. Outstanding Equity Awards at December 31, 2023

    | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) | | Jason E. Fox | 1/13/21 | 13,144 | 851,863 | 85,167 | 5,519,650 | | | 1/12/22 | 19,425 | 1,258,934 | 84,351 | 5,466,766 | | | 11/9/22(2) | 66 | 4,277 | | | | | 1/24/23 | 29,829 | 1,933,217 | — | — | | ToniAnn Sanzone | 1/13/21 | 3,955 | 256,324 | 25,628 | 1,660,977 | | | 1/12/22 | 6,152 | 398,711 | 26,711 | 1,731,153 | | | 1/24/23 | 8,949 | 579,985 | — | — | | | 11/8/23(2) | 100 | 6,481 | | | | John J. Park | 1/13/21 | 4,077 | 264,230 | 26,417 | 1,712,073 | | | 1/12/22 | 5,423 | 351,465 | 23,548 | 1,526,141 | | | 11/9/22(2) | 66 | 4,277 | | | | | 1/24/23 | 8,031 | 520,489 | — | — | | Gino M. Sabatini | 11/12/20(2) | 34 | 2,204 | | | | | 1/13/21 | 3,043 | 197,217 | 19,714 | 1,277,685 | | | 1/12/22 | 4,048 | 262,351 | 17,573 | 1,138,883 | | | 1/24/23 | 6,195 | 401,498 | — | — | | Brooks G. Gordon | 1/13/21 | 2,070 | 134,157 | 13,407 | 868,915 | | | 10/15/21(2) | 34 | 2,204 | | | | | 1/12/22 | 3,076 | 199,356 | 13,356 | 865,576 | | | 1/24/23 | 4,819 | 312,319 | — | — |

  65. Outstanding Equity Awards at December 31, 2023

    1.RSU awards shown in the Number of Shares column vest in three annual installments commencing on February 15 of the year following the year granted. PSU awards shown in the Equity Incentive Plan Awards column have a three year performance period commencing in the year of grant and are scheduled to vest at the end of the third year following grant and certification of performance achievement; the final payout and delivery or deferral of shares occurs in the fourth year following grant. 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. 2.These RSU awards represent anniversary grants, as discussed in Compensation Discussion and Analysis above. The PSU and RSU awards listed above have the following vesting schedules: ■RSU grant dated November 12, 2020 is scheduled to vest in three annual installments commencing on February 15, 2022. ■RSU grants dated January 13, 2021 are scheduled to vest in three annual installments commencing on February 15, 2022. ■PSU grants dated January 13, 2021 are shown under Equity Incentive Plan Awards columns and in accordance with SEC rules reflect 216% of the Target amount of PSUs, which were paid out in 2024 after the end of the applicable three year performance cycle (2021-2023). ■RSU grant dated October 15, 2021 is scheduled to vest in three annual installments commencing on February 15, 2022. ■RSU grants dated January 12, 2022 are scheduled to vest in three annual installments commencing on February 15, 2023. ■PSU grants dated January 12, 2022 are shown under Equity Incentive Plan Awards columns and in accordance with SEC rules reflect 193% of the Target amount of PSUs based on performance as of December 31, 2023, which may be paid out in 2025 after the end of the applicable three year performance cycle (2022-2024) if specified performance criteria are ultimately met. ■RSU grants dated November 9, 2022 are scheduled to vest in three annual installments commencing on February 15, 2023. ■RSU grants dated January 24, 2023 are scheduled to vest in three annual installments commencing on February 15, 2024. ■PSU grants dated January 24, 2023 are shown under Equity Incentive Plan Awards columns and in accordance with SEC rules reflect 0% of the Target amount of PSUs based on performance as of December 31, 2023. PSUs may be paid out in 2026 after the end of the applicable three year performance cycle (2023-2025) if specified performance criteria are ultimately met. ■RSU grant dated November 8, 2023 is scheduled to vest in three annual installments commencing on February 15, 2024.

  66. 2023 Stock Vested

    2023 Stock Vested The following table contains information about shares acquired by the NEOs upon the vesting of RSUs and/or PSUs, as applicable, during 2023.

  67. 2023 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Jason E. Fox | 103,507 | 8,566,571 | | ToniAnn Sanzone | 29,478 | 2,440,059 | | John J. Park | 33,702 | 2,788,349 | | Gino M. Sabatini | 24,826 | 2,053,991 | | Brooks G. Gordon | 17,022 | 1,409,285 |

  68. 2023 Stock Vested

    1.For all NEOs, includes the underlying shares received in February 2023 upon the vesting of the first tranche of the RSUs granted under the LTIP in 2022, the second tranche of the RSUs granted under the LTIP in 2021 and the third and final tranche of the RSUs granted under the LTIP in 2020. 2.For all the NEOs, the actual shares earned underlying the PSUs awarded under the LTIP in 2020, which PSU shares, as well as the related Dividend Equivalent Shares, were all payable in 2023 after the end of their three-year (2020-2022) performance cycle. The Value Realized on Vesting is equal to the product of: the total RSUs vested at $76.27, which was the closing price of the Common Stock on April 3, 2023, the payment date for these shares; the total RSUs vested at $83.63, which was the closing price of the Common Stock on February 15, 2023, the payment date for these shares; and the product of the shares actually earned underlying the PSUs with a 2020-2022 performance cycle, plus the related Dividend Equivalent Shares, at $82.37, which was the closing price of the Common Stock on February 7, 2023, the payment date for these PSU shares. Of these amounts, the payment of certain shares shown was deferred at the election of the executives, pursuant to the terms of the awards and the Company's Deferred Compensation Plan, as follows: for Mr. Fox, a total of 103,424 shares were deferred, of which 79,922 were deferred until February 15, 2026, 9,987 were deferred until February 15, 2027 and 13,515 were deferred until separation from service; for Mr. Park, 33,619 shares were deferred until separation from service; and, for Mr. Sabatini, 24,776 shares were deferred until separation from service. See 2023 Nonqualified Deferred Compensation below. This table does not reflect the post Spin-Off equitable adjustment.

  69. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The following table shows the aggregate contributions, earnings, and withdrawals in 2023 for the NEOs under our Deferred Compensation Plan, as more fully described in the Compensation Discussion and Analysis section earlier in this Proxy Statement. The Deferred Compensation Plan allows participants to defer receipt of the Common Stock underlying awards of RSUs and PSUs, and the amounts shown in the table below reflect such deferrals for Messrs. Fox, Park and Sabatini. The Deferred Compensation Plan also includes Rollover RSUs, and the table below reflects ongoing deferrals of Rollover RSUs for Messrs. Fox, Park and Sabatini.

  70. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year(2) ($) | Aggregate Withdrawals/ Distributions(3) ($) | Aggregate Balance at Last Fiscal Year End(4) ($) | | Jason E. Fox | 6,702,909 | 2,110,983 | (15,218,146) | 23,264,003 | | ToniAnn Sanzone | — | — | — | — | | John J. Park | 2,178,847 | 1,091,258 | (1,091,258) | 13,587,028 | | Gino M. Sabatini | 1,605,733 | 2,780,882 | (2,780,882) | 35,781,407 | | Brooks G. Gordon | — | — | — | — |

  71. 2023 Nonqualified Deferred Compensation

    1.The amounts shown represent the number of RSUs and/or PSUs, including any related Dividend Equivalent Shares, that vested during 2023, but for which the payment of the underlying shares was deferred at the election of the executive pursuant to the terms of the award and the Deferred Compensation Plan, multiplied by $64.81, the closing price per share of the underlying Common Stock on December 29, 2023. Amounts shown above are not reflected in the Stock Awards column in the Summary Compensation Table for the last completed fiscal year as they were awarded in prior years, at which time they were reflected in the Summary Compensation Table. 2.The Aggregate Earnings in Last Fiscal Year column represents dividend equivalents earned on deferred RSUs, PSUs, and/or Rollover RSUs, as applicable, during 2023. Amounts shown above are not reflected for the last completed fiscal year in the Summary Compensation Table. 3.The Aggregate Withdrawals/Distributions column represents dividend equivalents and the value of any deferred shares delivered in the year paid to the NEOs on deferred RSUs, PSUs, and/or Rollover RSUs, as applicable, during 2023. Amounts shown above are not reflected for the last completed fiscal year in the Summary Compensation Table. The amounts include $250,552 for Mr. Fox, $146,332 for Mr. Park and $385,364 for Mr. Sabatini related to the distribution of NLOP shares made by WPC in conjunction with the Spin-Off. 4.The amounts shown represent the product of the number of deferred RSUs, PSUs, and/or Rollover RSUs, as applicable, and $64.81, the closing price per share of the underlying Common Stock on December 29, 2023. For each of Messrs. Fox, Park and Sabatini, the amount shown was not previously reported as compensation in the Summary Compensation Tables for previous years because all (in the case of Mr. Sabatini) or a portion of (in the case of Messrs. Fox and Park) the deferred awards were granted prior to the date that the individual became an NEO.

  72. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control None of the NEOs as of December 31, 2023 had an employment, severance, or change-in-control agreement with the Company that, in the event of termination of their employment or a change in control, which are collectively referred to below as termination events, would provide them with any right to a cash severance or incremental benefit. We do not have any tax gross-up commitment under equity award agreements issued to the NEOs in the event that any portion of severance benefits or equity award acceleration, as applicable, results in the NEO becoming liable for payment of a parachute payment excise tax. The following table sets forth the amounts each NEO as of December 31, 2023 would have received upon termination of employment with the Company on that date for each of the hypothetical reasons detailed below. The amounts set forth in the table assume that a termination event occurred on December 29, 2023 and that the value of the Common Stock was $64.81 per share, based on the closing price of the Common Stock on that date; however, the actual amounts that would be payable in these circumstances can only be determined at the time of the executive's separation and may differ from the amounts set forth in the table below.

  73. Potential Payments Upon Termination or Change-in-Control

    | Name | Death/ Disability ($) | Termination by the Company for Cause ($) | Involuntary Dismissal ($) | Change in Control with Separation(1) ($) | Retirement ($) | | Jason E. Fox | | | | | | | RSUs(2) | 4,048,292 | — | — | 4,048,292 | — | | PSUs(3) | 5,410,360 | — | 5,410,360 | 16,231,081 | 5,410,360 | | Total | 9,458,652 | — | 5,410,360 | 20,279,373 | 5,410,360 | | ToniAnn Sanzone | | | | | | | RSUs(2) | 1,241,500 | — | — | 1,241,500 | — | | PSUs(3) | 1,656,933 | — | 1,656,933 | 4,970,798 | 1,656,933 | | Total | 2,898,433 | — | 1,656,933 | 6,212,298 | 1,656,933 | | John J. Park | | | | | | | RSUs(2) | 1,140,462 | — | — | 1,140,462 | — | | PSUs(3) | 1,580,025 | — | 1,580,025 | 4,740,074 | 1,580,025 | | Total | 2,720,487 | — | 1,580,025 | 5,880,536 | 1,580,025 | | Gino M. Sabatini | | | | | | | RSUs(2) | 863,269 | — | — | 863,269 | — | | PSUs(3) | 1,185,678 | — | 1,185,678 | 3,557,032 | 1,185,678 | | Total | 2,048,947 | — | 1,185,678 | 4,420,301 | 1,185,678 | | Brooks G. Gordon | | | | | | | RSUs(2) | 648,035 | — | — | 648,035 | — | | PSUs(3) | 857,415 | — | 857,415 | 2,572,244 | 857,415 | | Total(4) | 1,505,450 | — | 857,415 | 3,220,279 | 857,415 |

  74. Potential Payments Upon Termination or Change-in-Control

    1.The terms of our outstanding equity awards at December 31, 2023 provide that, in the event of a Change in Control of the Company, as defined in the 2009 SIP and the 2017 SIP, the portion of the award not already exercisable or vested becomes exercisable or vested, as the case may be, and for PSUs the awards vest at the Maximum Amount, which is three times the Target Amount, but only if the recipient's employment is terminated following a Change of Control of the Company. As defined in these Plans, and in addition, the payment will be pro-rated through the date of the Change in Control of the Company. 2.Each of the 2009 SIP and the 2017 SIP generally provides that unvested RSUs automatically terminate upon a participant's termination of service for any reason except as provided in footnote 1, above, but that the Compensation Committee has the discretion to determine otherwise. Under the respective RSU award agreements approved by the Committee, if a participant's employment terminates by reason of death or disability, LTIP RSUs become fully vested on the date of death or disability. In all other cases, unvested LTIP RSUs are forfeited upon termination. Rollover RSUs were fully vested upon issuance and are nonforfeitable, with payout of the underlying shares required to be deferred for a minimum of two years. Rollover RSUs, and any other vested but deferred RSU awards held by the NEOs at December 31, 2023, are included in the Aggregate Balance at Last Fiscal Year End column of the 2023 Nonqualified Deferred Compensation Table presented earlier in this Proxy Statement and, as such, are not shown in the table above. 3.Each of the 2009 SIP and the 2017 SIP generally provides that PSUs automatically terminate upon a participant's termination of service for any reason except as provided in footnote 1, above, but that the Compensation Committee has the discretion to determine otherwise. Under the respective PSU award agreements approved by the Committee, if a participant's employment terminates for any reason other than disability, involuntary dismissal, retirement, or death prior to the conclusion of the performance period, the PSUs are forfeited, subject to the Committee's discretion otherwise. In the case of a termination due to disability, involuntary dismissal, retirement, or death, the participant (or beneficiary) is entitled to a pro rata portion of the award for the period of time worked, contingent upon satisfaction of the performance criteria at the end of the applicable three-year performance period. As a consequence of the contingent nature of the PSU awards, the value that may ultimately be received by the NEO is uncertain. However, the pro-rated values shown reflect the ultimate achievement of Target levels, although actual values will range from zero, if the Threshold level is not achieved, to three times the values shown, if the Maximum level is reached. The numbers also do not indicate whether the individual is eligible for retirement. None of our NEOs are age 65, which represents the same definition of retirement age in our profit sharing plan. 4.This table reflects the post Spin-Off equitable adjustment pursuant to the equitable adjustment provision of the 2017 SIP.

  75. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our "median employee" and the annual total compensation of our CEO, Mr. Fox. For these purposes, "annual total compensation" represents the sum of base salary, bonus, overtime, equity awards, profit sharing / pension contributions, if any and all other compensation. For 2023, our last completed fiscal year: ■the annual total compensation of our "median employee" (excluding our CEO), was $191,323, which we calculated in accordance with the requirements of Item 402(c)(2)(x) of SEC Regulation S-K; and ■the annual total compensation of our CEO was $11,787,316, which is the amount reported in the "Total" column of our 2023 Summary Compensation Table included above in this Proxy Statement, with no adjustments. Based on this information, for 2023 the ratio of the annual total compensation of Mr. Fox to the annual total compensation of the "median employee" was 62 to 1, which is a reasonable estimate that was calculated consistent with the SEC regulation and is based on our records and the methodology described below. Because the SEC rules for identifying the "median employee" and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies, including companies in our peer group, may not be comparable to the pay ratio reported above. Other companies may have different employment and compensation practices, different geographic breadth, perform different types of work, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions. To determine the annual total compensation of the "median employee," the methodology and the material assumptions, adjustments, and estimates that we used were as follows: EMPLOYEE POPULATION AND MEASUREMENT DATE: ■We determined that, as of December 31, 2023, our employee population consisted of 196 individuals, excluding our CEO, with 73% of these individuals located in the United States and 27% located in Europe (United Kingdom and the Netherlands). Of those employees, 188 individuals were full-time employees and eight individuals were part-time employees. CONSISTENTLY APPLIED COMPENSATION MEASURE: ■We identified our "median employee" as of December 31, 2023. At that time, we determined that the sum of annualized base salary and actual bonus paid was the most suitable measure upon which to identify our "median employee," as it reflects the primary compensation elements for most of our employees. IDENTIFICATION OF THE MEDIAN EMPLOYEE: ■For our analysis in this Proxy Statement, we used the "median employee" identified as of December 31, 2023.

  76. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the years listed below. For further information concerning the Company's variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to "Executive Compensation—Compensation Discussion and Analysis." The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  77. Pay Versus Performance

    | Pay vs. Performance Disclosures(1)(2)(8) | | | | | | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid for PEO(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid for Non-PEO NEOs(4) ($) | Value of Fixed $100 Investment Based On: | | Net Income ($) | RE Adjusted Funds from Operations ("RE AFFO") per Share(7) ($) | | | | | | | W. P. Carey Total Shareholder Return(5) ($) | MSCI US REIT Index Total Shareholder Return(6) ($) | | | | 2023 | 11,790,275 | 3,221,775 | 3,601,851 | 1,565,237 | 104.67 | 113.54 | 708,263,984 | 5.17 | | 2022 | 9,405,063 | 16,628,053 | 3,240,587 | 5,044,873 | 116.07 | 99.82 | 598,482,000 | 5.20 | | 2021 | 10,103,384 | 13,913,308 | 3,448,110 | 4,514,778 | 115.52 | 132.23 | 410,122,000 | 4.89 | | 2020 | 7,405,905 | 4,593,269 | 2,607,968 | 1,808,871 | 94.01 | 92.43 | 465,955,000 | 4.60 |

  78. Pay Versus Performance

    1.In accordance with the transitional relief under the SEC rules, only four years of information is required as this is our second year of disclosure under Item 402(v) of Regulation S-K. Our principal executive officer ("PEO") for FY2020 through FY2023 was Jason E. Fox. Our other, non-PEO, NEOs for FY2020 through FY2023 for whom the Summary Compensation Table total average compensation and other amounts are presented were ToniAnn Sanzone, John J. Park, Gino M. Sabatini and Brooks G. Gordon. 2.Equity compensation fair value calculated based on assumptions determined in accordance with FASB ASC Topic 718. No adjustments were made to Summary Compensation Table disclosed compensation values pursuant to any defined benefit or actuarial pension plans. 3.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 PEO during each of the years in question. No adjustments were made pursuant to defined benefit or actuarial pension plans and such line items have been excluded from the table below:

  79. Pay Versus Performance

    | PEO "Compensation Actually Paid" Calculation Detail | | | | | | Compensation Element | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Reported Total Compensation | 11,790,275 | 9,405,063 | 10,103,384 | 7,405,905 | | Aggregate Summary Compensation Table Reported Equity Compensation (-) | (9,254,316) | (6,478,409) | (7,069,384) | (5,152,790) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 4,304,649 | 8,674,562 | 8,905,432 | 4,087,902 | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+/-) | (5,237,015) | 4,714,073 | 1,478,086 | (2,262,027) | | 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 (+/-) | 430,982 | (498,000) | (61,131) | 182,477 | | 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 (+) | 1,183,387 | 810,764 | 556,921 | 331,802 | | "Compensation Actually Paid" Determination | 3,221,775 | 16,628,053 | 13,913,308 | 4,593,269 |

  80. Pay Versus Performance

    4.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:

  81. Pay Versus Performance

    | 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 |

  82. Pay Versus Performance

    5.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. 6.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. 7.See Appendix A for a description of these non-GAAP financial measures. 8.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.

  83. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  84. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  85. Compensation Actually Paid vs. RE AFFO(1) per Share

    Compensation Actually Paid vs. RE AFFO(1) per Share 1.For a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures in our consolidated financial statements for the fiscal year ended December 31, 2023 refer to our Annual Report on Form 10-K filed with the SEC on February 9, 2024.

  86. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    Performance Metrics to Link Executive Compensation Actually Paid with Company Performance Provided below are the most important measures used to link compensation actually paid with W. P. Carey performance during the most recently completed fiscal year. The measures in this table are not listed in order of importance. See the "Compensation Discussion & Analysis" above and published in our historical proxy statements for additional detail on executive compensation actions.

  87. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    | Performance Metric Tabular Disclosure(1) | | RE Adjusted Funds from Operations ("RE AFFO") per Share | | Total Shareholder Return | | Net Debt to Adjusted EBITDA | | Cash Interest Expense Coverage Ratio |

  88. Performance Metrics to Link Executive Compensation Actually Paid with Company Performance

    1.See Appendix A for a description of these non-GAAP financial measures. Note, the value ultimately realized by our executive officers is still subject to significant variation over time (e.g., forfeiture of unvested awards prior to vesting, variation in stock price prior to award monetization). Proposal Three: