DEF 14A of W. P. Carey Inc., Mar 28, 2025

DEF 14A of W. P. Carey Inc.

Filed Mar 28, 2025 · FY20240001025378-25-000049

Open on EDGAR

  1. Director Nominee Snapshot

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

  2. Director Nominee Snapshot

    | | | | | | Committee Memberships | | | | | | | Nominee | | Age | Director Since | Independent | Audit | | Compensation | Executive | Investment | Nominating and Corporate Governance | | | Mark A. Alexander | 66 | 2016 | ✓ | | | | | | | | | Constantin H. Beier | 53 | 2022 | ✓ | | | | | | | | | Tonit M. Calaway | 57 | 2020 | ✓ | | | | | | | | | Peter J. Farrell | 64 | 2016 | ✓ | | | | | | | | | Robert J. Flanagan | 68 | 2018 | ✓ | | | | | | | | | Jason E. Fox | 52 | 2018 | | | | | | | | | | Rhonda O. Gass | 61 | 2024 | ✓ | | | | | | | | | Margaret G. Lewis | 70 | 2017 | ✓ | | | | | | | | | Christopher J. Niehaus | 66 | 2016 | ✓ | | | | | | | | | Elisabeth T. Stheeman | 61 | 2022 | ✓ | | | | | | | | | Non-Executive Chair Committee Chair Committee Member Financial Expert | | | | | | | | | |

  3. Board Skills Definitions

    Board Skills Definitions

  4. Board Skills Definitions

    | | Strategic Planning: Experience in critically assessing strategic opportunities and threats and developing effective strategies in the context of company objectives | | | International Business: Knowledge of and experience in companies with operations outside of the US, specifically in Europe | | | Risk Management & Oversight: Experience in the identification, evaluation, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control them | | | U.S. Public Company Executive Officer: Experience as a U.S. Public Company Executive Officer | | | Public & Private Capital Markets: Experience in capital markets to provide financial services including equity offerings, debt offerings, trading and research | | | Investor Relations: Experience in the communication of data and insight between a corporation and the investment community | | | Real Estate: Experience in commercial real estate managing, investing, owning or advising | | | Information Technology & Cybersecurity: Experience in overseeing technology issues such as cybersecurity and other risks (e.g., data protection and privacy, business resilience), digital transformations and technology spending | | | Environmental, Social and Governance: Experience with supervising or providing oversight on corporate responsibility initiatives, sustainability and environmental, social and governance practices matters | | | Human Capital Management: Experience in overseeing strategic human resource management including workforce planning and employee relations as well as with diversity and inclusion, such as job skills development and trainings focused on maintaining a supportive corporate culture and respecting differences | | | Legal & Compliance: Experience in either a compliance function identifying an organization’s risks or a general legal function |

  5. Board Skills Definitions

    | Mark A. Alexander, 66 | | | Independent Director Since 2016 W. P. Carey Committees Audit, Compensation | Professional Experience ■Landmark Property Group, LLC: Chairman and Chief Executive Officer (since 2009) ■Suburban Propane Partners, L.P. (NYSE: SPH): Chief Executive Officer, President & Director (1996–2010) ■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., 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 is an experienced chief executive officer, certified public accountant, and public company board member. |

  6. Board Skills Definitions

    | | Strategic Planning | | International Business | | Risk Management & Oversight | | | U.S. Public Company Executive Officer | | Public & Private Capital Markets | | Investor Relations | | | Real Estate | | Environmental, Social and Governance | | |

  7. Board Skills Definitions

    | Constantin H. Beier, 53 | | | Independent Director Since 2022 W. P. Carey Committee Compensation, Nominating and Corporate Governance | Professional Experience ■Aon plc (NYSE: AON): Chief Operating Officer for Strategy & Technology Group (since June 2023); Global Chief Data Officer (October 2021–June 2023); Member of the Executive Leadership Team (since July 2020); Global Head of Business Development for Data & Analytic Services Segment (2019–September 2021); Managing Director, Strategic Programs (2017–2019); 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) Non-Public Company Boards: Aon Russell Ltd., Director (since January 2024); Aon Norway AS, Member (since 2016); Schule Schloss Salem, Member and Treasurer of the Supervisory Board (since 2010) Former Boards: Aon Singapore Centre for Innovation, Strategy and Management PTE. Ltd., Member (2013–May 2023); Aon Centre for Innovation and Analytics Ltd. Dublin, Member (2012–December 2019) 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. |

  8. Board Skills Definitions

    | | Strategic Planning | | International Business | | Risk Management & Oversight | | | Information Technology & Cybersecurity | | Human Capital Management | | Legal & Compliance |

  9. Board Skills Definitions

    | Tonit M. Calaway, 57 | | | 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 (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. | Independent Director Since 2020 W. P. Carey Committees Compensation, Investment, Nominating and Corporate Governance |

  10. Board Skills Definitions

    | | Strategic Planning | | International Business | | Risk Management & Oversight | | U.S. Public Company Executive Officer | | | Public & Private Capital Markets | | Investor Relations | | Information Technology & Cybersecurity | | Environmental, Social and Governance | | | Human Capital Management | | Legal & Compliance | | | | |

  11. Board Skills Definitions

    | Peter J. Farrell, 64 | | | Professional Experience ■City Interests Development Partners, LLC: Managing Partner and Founder (since January 2020) ■City Interests, LLC: Partner and Founder (2004–December 2019) ■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. | Independent Director Since 2016 W. P. Carey Committees Audit, Compensation (Chair), Investment |

  12. Board Skills Definitions

    | | Strategic Planning | | International Business | | Risk Management & Oversight | | U.S. Public Company Executive Officer | | | Public & Private Capital Markets | | Investor Relations | | Real Estate | | |

  13. Board Skills Definitions

    | Robert J. Flanagan, 68 | | | Independent Director Since 2018 W. P. Carey Committees Audit (Chair), Investment | 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: SGNT), Director (2009–2016), Chairman (2015–2016); Martek Biosciences Corporation (NASDAQ: MATK), 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. Mr. Flanagan's experience as a chief executive officer, certified public accountant, president and public company board member qualify him to be Chair of the Audit Committee. |

  14. Board Skills Definitions

    | | Strategic Planning | | International Business | | Risk Management & Oversight | | | U.S. Public Company Executive Officer | | Public & Private Capital Markets | | Real Estate |

  15. Board Skills Definitions

    | Jason E. Fox, 52 | | | Director Since 2018 W. P. Carey Committees None | Professional Experience ■W. P. Carey Inc.: Director and Chief Executive Officer (since 2018), President (since October 2024, 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): Trustee, 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. |

  16. Board Skills Definitions

    | | Strategic Planning | | International Business | | Risk Management & Oversight | | U.S. Public Company Executive Officer | | | Public & Private Capital Markets | | Investor Relations | | Real Estate | | |

  17. Board Skills Definitions

    | Rhonda O. Gass, 61 | | | Professional Experience ■Stanley Black & Decker, Inc. (NYSE: SWK): 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 (NYSE: VYX): 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 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. | Independent Director Since 2024 W. P. Carey Committee Audit |

  18. Board Skills Definitions

    | | Strategic Planning | | International Business | | Risk Management & Oversight | | | U.S. Public Company Executive Officer | | Information Technology & Cybersecurity | | |

  19. Board Skills Definitions

    | Margaret G. Lewis, 70 | | | Professional Experience ■Hospital Corporation of America (NYSE: HCA): Capital 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 (2019), Class C Director (2013–2019); Smithfield Foods (NYSE-listed), Director (2011–2013); Virginia Hospital and Healthcare Association, Board Member (2005–2013), Chairman and President of the Search Committee (2012–2013), Secretary and Treasurer (2010–2012) 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. | Independent Director Since 2017 W. P. Carey Committees Compensation, Nominating and Corporate Governance (Chair) |

  20. Board Skills Definitions

    | | Strategic Planning | | Risk Management & Oversight | | U.S. Public Company Executive Officer | | | Information Technology & Cybersecurity | | Environmental, Social and Governance | | Human Capital Management | | | Legal & Compliance | | | | |

  21. Board Skills Definitions

    | Christopher J. Niehaus, 66 | | | Independent Director Since 2016 W. P. Carey Committees Investment (Chair), Nominating and Corporate Governance | Professional Experience ■BentallGreenOak: Managing Partner, Head of U.S. and Member of the Global Investment Committees (since 2019) ■GreenOak Real Estate: Partner and Head of U.S. (2010-2019) ■W. P. Carey Inc.: Non-Executive Chair of the Board (since 2019), Non-Executive Vice Chair of the Board (2018–2019) ■Morgan Stanley Real Estate: Vice Chairman (2006–2010) ■Morgan Stanley: Head of Global Real Estate Investment Banking (1994–2006) Non-Public Company Boards: International Council of Shopping Centers, Trustee (since 1996) 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 $85 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. |

  22. Board Skills Definitions

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

  23. Board Skills Definitions

    | Elisabeth T. Stheeman, 61 | | | Professional Experience ■Deloitte UK & North and South Europe: Independent Non-Executive Director and member of the Oversight Board and the Audit Governance Board (since May 2024) ■Asian Infrastructure Investment Bank – Multilateral Development Bank: External Member of Audit and Risk Committee (since April 2021) ■LaSalle Investment Management: Global Chief Operating Officer and member of the Global Management Committee (2013–2014) ■Morgan Stanley: Chief Operating Officer of the Investment Banking Division Real Estate and Natural Resources (2011–2012), Global Chief Operating Officer of Real Estate Investing (2007–2010) Former Boards: Bank of England: External Member of Financial Policy Committee (2018–February 2024) and Financial Market Infrastructure Board (2017–December 2023); German British Chamber of Industry and Commerce: Member of Council (2016–September 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 (2017–2019); TLG Immobilien AG Non-Executive Director (2014–2018) Other Current Public Company Boards ■M&G plc (FTSE: MNG): Independent Non-Executive Director (since August 2024) ■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. | Independent Director Since 2022 W. P. Carey Committees Audit, Investment |

  24. Board Skills Definitions

    | | Strategic Planning | | International Business | | Risk Management & Oversight | | Public & Private Capital Markets | | | Investor Relations | | Real Estate | | Information Technology & Cybersecurity | | Environmental, Social and Governance | | | Human Capital Management | | Legal & Compliance | | | | |

  25. Board Skills Definitions

    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 CEO. 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. Board Skills Definitions

    | 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. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the total compensation of the individuals who served as Non-Employee Directors during 2024, including service on all committees of the Board, as described above:

  28. 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total(2) ($) | | Mark A. Alexander(3) | 138,593 | 174,980 | 313,573 | | Constantin H. Beier | 112,500 | 174,980 | 287,480 | | Tonit M. Calaway | 122,500 | 174,980 | 297,480 | | Peter J. Farrell | 155,000 | 174,980 | 329,980 | | Robert J. Flanagan | 126,250 | 174,980 | 301,230 | | Rhonda O. Gass(4) | 82,419 | 218,714 | 301,133 | | Margaret G. Lewis | 135,000 | 174,980 | 309,980 | | Christopher J. Niehaus | 255,000 | 174,980 | 429,980 | | Elisabeth T. Stheeman | 120,000 | 174,980 | 294,980 | | Nick J.M. van Ommen(5) | 60,000 | — | 60,000 |

  29. 2024 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 3,203 Director RSAs or Director RSUs received on July 1, 2024 and any additional shares received pursuant to their elections, outlined in the footnotes below. There were no option awards, non-equity incentive compensation, or non-qualified deferred compensation granted to the Non-Employee Directors during 2024. The grant date fair value per share of these annual Director RSAs and Director RSUs, computed in accordance with FASB ASC Topic 718, was $54.63. The assumptions on which these valuations are based are set forth in Note 15 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. Directors may elect to defer delivery of vested stock awards pursuant to the Deferred Compensation Plan. Directors who elect to defer their awards receive Director RSUs instead of Director RSAs because Director RSAs are delivered immediately upon vest. 2.The totals do not reflect dividends accrued during 2024 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.Mr. Alexander, in lieu of cash, elected to receive his annual retainer and fees in the form of stock. Mr. Alexander was issued 2,365 shares in lieu of cash retainer fees of $138,593. 4.Ms. Gass, in lieu of cash, elected to receive her annual retainer and fees in the form of Director RSUs. Ms. Gass was issued 1,448 Director RSUs in lieu of quarterly cash retainer fees of $82,419. Ms. Gass became a Director in March 2024 and received a pro-rated grant of 780 Director RSUs on April 1, 2024, valued at approximately $43,735, which was equal to one quarter of the annual $175,000 Director award in effect at that time, for her service on the Board through June 2024. The grant date fair value per share of this pro-rated grant of Director RSUs, computed in accordance with FASB ASC Topic 718, was $56.07. This pro-rated award was fully vested on July 3, 2024. Ms. Gass elected to defer delivery of shares until the February 15th following the year she leaves the Board. 5.Mr. van Ommen did not stand for re-election at our 2024 Annual Meeting, and as such, only served as an independent Director for a portion of 2024.

  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 74% 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 2024, 90% 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 revised the structure of NEO annual cash incentives to allocate a portion of cash bonuses to strategic goals intended to drive growth. ■ 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 2024 BASE SALARIES: For 2024, the Compensation Committee determined to maintain the base salaries of our NEOs, influenced by a market assessment, conducted by the Committee's independent compensation consultant, Frederic W. Cook & Co., Inc. ("FW Cook"). 2024 BONUS PAYMENTS: Our NEOs earned bonuses ranging from 76.6% to 93.9% of the target award. For 2024, our annual cash bonus plan ("ACB Plan") was revised to include both financial metrics as well as a strategic component for all NEOs. The following three financial metrics were used to calculate the funding of the formulaic portion of the NEO bonuses: 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. For 2024, all NEOs had a portion of their bonus tied to financial metrics and a portion tied to strategic achievements. In addition to the company's financial and strategic targets, Mr. Sabatini had a portion of his bonus tied to the performance of the Investments team that he leads. 1.See Appendix A for a description of this non-GAAP financial measure. 2022-2024 PERFORMANCE SHARE UNIT AWARD PAYOUTS: In early 2022, PSUs were granted contingent on three-year performance against pre-established metrics (RE Adjusted Funds from Operations ("RE AFFO") per share growth and TSR relative to the constituents of the MSCI US REIT Index) up to 300% of target. The Compensation Committee, in evaluating the 2022 PSU performance metrics in light of the 2023 spin-off of 59 office properties (the "Spin-Off") into a separate publicly-traded real estate investment trust called Net Lease Office Properties, determined to revise the weighting of the two performance metrics, RE AFFO per share growth and Relative TSR, to 33% and 67% respectively. As described in last year's proxy, due to the impact of the Spin-Off, RE AFFO per share growth was measured based on 2-year results (2022-2023) compared to the original growth goals established in 2022, while Relative TSR was measured over the full three-year period. In early 2025, the Compensation Committee certified performance achievements and approved a payout equal to 147% of target to all holders of such awards, including all of the NEOs. 2024 LONG-TERM INCENTIVE GRANTS: The Compensation Committee maintained the same type of long-term incentive grants as in prior years and in 2024 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. With the exception of Mr. Fox, in 2024 all NEOs additionally received a one-time RSU award in recognition of the team's successful execution of the exit from office in a period of significant lending market disruption and volatile equity markets. For 2024, PSUs measure performance over a three-year period (2024-2026) and vest based on performance measured against two evenly weighted metrics, TSR relative to the constituents of the MSCI US REIT Index and AFFO per share growth. RESULTS OF 2024 ADVISORY VOTE ON EXECUTIVE COMPENSATION: At our 2024 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 five 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.

  32. 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 2024, 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 2024, 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.

  33. 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 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.

  34. Peer Comparison Group

    | 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 | |

  35. Peer Group Changes

    Peer Group Changes In March 2024, the Compensation Committee, with input from management and FW Cook, reviewed and approved changes to the peer group used to inform 2025 pay decisions. Based on the review, the Compensation Committee determined to add Rexford Industrial and VICI Properties to the Company's peer group.

  36. Peer Group Changes

    | Peer Group (used to inform 2025 pay decisions) | | | | Alexandria Real Estate | Healthpeak Properties | Realty Income Corporation | | Brixmor Property Group | Kimco Realty Corporation | Rexford Industrial | | Digital Realty Trust | Medical Properties Trust | Ventas | | EPR Properties | National Retail Properties | VICI Properties | | Gaming and Leisure Properties | Omega Healthcare | Welltower |

  37. 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 those of our shareholders.

  38. 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 financial performance metrics, AFFO per share, Net Debt to Adjusted EBITDA, and Cash Interest Expense Coverage for 2024, subject to the Compensation Committee's discretion based on its assessment of overall Company strategic and individual performance. ■ For 2024, all NEOs had a portion of their bonus tied to financial metrics and a portion tied to strategic achievements. In addition to the company’s financial and strategic targets, Mr. Sabatini also had a portion of his bonus tied to the performance of the Investments team 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 2024, PSU awards under the long-term incentive plan ("LTIP") were tied to two equally-weighted measures, TSR relative to the constituents of the MSCI US REIT Index and AFFO per share growth. ■ RSU awards vest in equal annual installments over a three-year period. |

  39. 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 | 7,000,000 | 9,500,000 | | 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 |

  40. ANNUAL CASH INCENTIVES

    ANNUAL CASH INCENTIVES Our 2024 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. All NEOs had a portion of their bonus tied to financial metrics and a portion tied to strategic achievements. In addition to the company’s financial and strategic targets, Mr. Sabatini also had a portion of his bonus tied to the performance of the Investments team that he leads. The Compensation Committee awarded all NEOs, except for Mr. Sabatini, a total bonus payout of 93.9% of target. Mr. Sabatini received an overall payout of 76.6% of target. ACTUAL BONUSES AWARDED TO THE NEOs:

  41. ANNUAL CASH INCENTIVES

    | | | | | | | | | 2024 Annual | | | | | | | | | | | Bonus Earned | | | | 2024 Bonus | Financial Performance | | Strategic Performance | | Investments(1) | | | Payout as | | Executive | Target ($) | Target ($) | Payout | Target ($) | Payout | Target ($) | Payout | Amount ($) | % of Target | | Jason E. Fox | 1,500,000 | 1,000,000 | 103.3% | 500,000 | 75% | — | —% | 1,408,000 | 93.9% | | John J. Park | 1,000,000 | 667,000 | 103.3% | 333,000 | 75% | — | —% | 938,761 | 93.9% | | ToniAnn Sanzone | 750,000 | 500,000 | 103.3% | 250,000 | 75% | — | —% | 704,000 | 93.9% | | Gino M. Sabatini | 1,500,000 | 334,000 | 103.3% | 166,000 | 75% | 1,000,000 | 67.9% | 1,148,522 | 76.6% | | Brooks G. Gordon | 550,000 | 367,000 | 103.3% | 183,000 | 75% | — | —% | 516,361 | 93.9% |

  42. ANNUAL CASH INCENTIVES

    1.Only Mr. Sabatini has a bonus target measured against performance of the Investments Department, which he leads. Funding of the financial performance metrics was calculated using three financial performance metrics, 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 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 | | AFFO per Share | 70% | | | | Threshold | | $4.56 | 50% | | Target | | $4.70 | 100% | | Maximum | | $4.84 | 150% | | Results | | $4.70 | 100% | | Net Debt to Adjusted EBITDA | 20% | | | | Threshold | | 6.0x | 50% | | Target | | 5.7x | 100% | | Maximum | | 5.4x | 150% | | Results | | 5.5x | 133.3% | | Cash Interest Expense Coverage | 10% | | | | Threshold | | 5.0x | 50% | | Target | | 5.3x | 100% | | Maximum | | 5.6x | 150% | | Results | | 5.1x | 66.7% | | | | Total Weighted Payout | 103.3% |

  44. ANNUAL CASH INCENTIVES

    The strategic component of NEO bonuses are not formulaic or quantitative. The strategic goals approved by the Compensation Committee included advancing our growth strategy, maintaining a strong balance sheet and liquidity position, talent development, investor outreach and communication strategy, and operational efficiency. Based on its overall assessment of our performance during 2024, the Compensation Committee awarded all NEOs 75% of their strategic target. A portion of Mr. Sabatini’s bonus target was tied to Investment goals, including deal volume, of the team he leads. For competitive reasons, we do not disclose publicly the specifics related to these goals.

  45. 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 2024. 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 2024. 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 the Company’s 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 performance against two equally weighted metrics: TSR relative to the constituents of the MSCI US REIT Index; and AFFO per share compound annual growth rate. These metrics were selected to align with the Company’s goals of outperforming an established benchmark index for similar REITs, sustainably growing funds available for dividends, and appropriately managing shareholder dilution. Payment levels are linearly interpolated between each level of performance to recognize, reward, and incentivize incremental performance gains between each performance goal.

  46. LONG-TERM INCENTIVE PLAN AWARDS

    | Executive | Target LTI Award ($) | Value of PSUs (60% of total) ($) | Value of RSUs(1) (40% of total) ($) | | Jason E. Fox | 7,000,000 | 4,200,000 | 2,800,000 | | 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 |

  47. LONG-TERM INCENTIVE PLAN AWARDS

    1.With the exception of Mr. Fox, all NEOs additionally received a one-time RSU award in recognition of the team's successful execution of the exit from office in a period of significant lending market disruption and volatile equity markets. These one-time RSU awards, valued at $200,000 for Mr. Park, $300,000 for Ms. Sanzone, $100,000 for Mr. Sabatini and $250,000 for Mr. Gordon, are not included in this table.

  48. 2024-2026 PSUs

    2024-2026 PSUs

  49. 2024-2026 PSUs

    | Performance Level(1) | 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 |

  50. 2024-2026 PSUs

    1.Also includes AFFO per share targets that we have not included here for competitive reasons.

  51. 2022-2024 PSUs

    2022-2024 PSUs The 2022-2024 PSUs were based on two equally weighted measures, relative TSR versus the constituents of the MSCI US REIT Index and RE AFFO per share growth. In connection with the Spin-Off, the Compensation Committee took the following actions related to the 2022-2024 PSUs: ■Compare Compensation Committee approved AFFO from Real Estate per share of $5.35 to the 2021 actual RE AFFO per share to determine the 2-year compound growth rate ■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, with a pro-forma 2023 RE AFFO per share value of $5.35 ■Score 67% of the overall PSUs (up from 50%) based on 3-year Relative TSR against the same goals established in 2022 The rationale for these actions was as follows: ■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 The calculation of our 2022-2024 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.

  52. 2022-2024 PSUs

    | Performance Level | RE AFFO per Share (Compound Growth Rate) (%) | Relative TSR (vs. MSCI US REIT Index) (%) | Payout as Target (%) | | Below Threshold | <1.25 | <25th Percentile | — | | Threshold | 1.25 | 25th Percentile | 50 | | Target | 3.0 | 50th Percentile | 100 | | Stretch | 4.0 | 75th Percentile | 200 | | Maximum | 5.0 | 90th Percentile | 300 | | Actual Results | 4.6 | 45th Percentile | | | Payout | 260.0% | 91.0% | 147.0% |

  53. DEFERRED COMPENSATION PLANS

    DEFERRED COMPENSATION PLANS Payment of the shares underlying LTIP awards may be deferred pursuant to the 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 2024 and Ms. Sanzone elected to defer receipt of the underlying shares for awards of PSUs that were granted in 2024 through the 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 listed in the compensation tables, Messrs. 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.

  54. 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. As disclosed in our Current Report on Form 8-K filed on July 10, 2024, we announced that Mr. Park would step down as President effective September 30, 2024. We eliminated the separate role of President on that date, with the title of President assumed by Mr. Fox, as our bylaws require us to have an officer with title of “President.” Mr. Park remained employed by us as a Senior Advisor to support an orderly transition of his duties until February 28, 2025. Mr. Park’s base salary during his service as a Senior Advisor remained unchanged, and he remained eligible to earn a bonus for 2024 performance. Mr. Park was not eligible for a bonus for 2025 service nor did he receive a 2025 annual equity grant. Mr. Park and the Company entered into a letter agreement describing the terms of his separation (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Park agreed to comply with certain restrictive covenants, including a restriction on soliciting any of our employees for two years following termination of employment. In exchange for Mr. Park signing a release of claims and agreeing to those restrictive covenants, Mr. Park will be entitled to receive continued vesting of his outstanding unvested RSUs and PSUs through the date such units would otherwise have become vested in accordance with their terms. Mr. Park did not receive a cash severance payment under the Separation Agreement.

  55. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for each of the fiscal years ended December 31, 2024, 2023, and 2022. In accordance with rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.

  56. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1)(2)(5) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total(5) ($) | | Jason E. Fox CEO | 2024 | 1,000,000 | — | 7,712,724 | 1,408,000 | 33,000 | 10,153,724 | | | 2023 | 1,000,000 | — | 10,457,932 | 1,500,000 | 33,000 | 12,990,932 | | | 2022 | 996,154 | — | 6,478,409 | 1,900,000 | 30,500 | 9,405,063 | | ToniAnn Sanzone CFO | 2024 | 550,000 | — | 2,448,466 | 704,000 | 33,000 | 3,735,466 | | | 2023 | 550,000 | — | 3,165,493 | 750,000 | 33,000 | 4,498,493 | | | 2022 | 549,519 | — | 2,049,020 | 1,050,000 | 30,680 | 3,679,219 | | John J. Park(6) President | 2024 | 550,000 | — | 4,327,245 | 938,761 | 33,000 | 5,849,006 | | | 2023 | 550,000 | — | 2,830,189 | 1,000,000 | 33,000 | 4,413,189 | | | 2022 | 549,519 | — | 1,814,125 | 1,400,000 | 30,500 | 3,794,144 | | Gino M. Sabatini Head of Investments | 2024 | 500,000 | — | 1,587,460 | 1,148,522 | 33,000 | 3,268,982 | | | 2023 | 500,000 | — | 2,175,707 | 1,218,000 | 33,000 | 3,926,707 | | | 2022 | 500,000 | — | 1,348,016 | 1,359,000 | 32,439 | 3,239,455 | | Brooks G. Gordon Head of Asset Management | 2024 | 450,000 | — | 1,406,815 | 516,361 | 33,000 | 2,406,176 | | | 2023 | 449,519 | — | 1,688,595 | 550,000 | 33,000 | 2,721,114 | | | 2022 | 424,519 | — | 1,024,509 | 770,000 | 30,500 | 2,249,528 |

  57. 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 W. P. Carey Inc. 2017 Share Incentive Plan ("2017 SIP") and A&R 2017 SIP for awards in 2022, 2023 and 2024. For details of the individual grants of RSUs and PSUs during 2024, please see the 2024 Grants of Plan-Based Awards table below. The assumptions on which these valuations are based are set forth in Note 15 to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024, disregarding estimates of forfeitures. 2.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 2024 PSUs would be: $12,599,845 for Mr. Fox, $3,509,922 for Ms. Sanzone, $3,149,815 for Mr. Park, $2,429,991 for Mr. Sabatini, and $1,889,928 for Mr. Gordon. 3.Amounts shown represent payments under our ACB Plan, which were paid in early 2025, 2024 and 2023 for performance in 2024, 2023 and 2022, respectively. 4.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, $33,000 and $30,500 in profit sharing contributions for 2024, 2023 and 2022, respectively. 5.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 on that date. Concurrently, our Board approved modifying the performance vesting conditions assigned to the 2022 PSU outstanding awards to account for the Spin-Off pursuant to the equitable adjustment provision of the 2017 SIP. The 2023 amounts for each NEO have been revised from those shown in the Summary Compensation Table in our Definitive Proxy Statement on Schedule 14A filed in 2024 to reflect the correction of the grant date fair values associated with November 2023 modifications of the performance vesting conditions assigned to the 2022 PSU outstanding awards to account for the Spin-Off pursuant to the equitable adjustment provision of the 2017 SIP. Refer to our Definitive Proxy Statement on Schedule 14A filed in 2024 for more information on these modifications. 6.The Stock Awards column amount for 2024 includes the $2,199,143 of incremental fair value resulting from the modification of RSUs and PSUs in connection with Mr. Park's departure from the Company, as discussed in the Compensation Discussion and Analysis above.

  58. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table provides information on awards under our ACB Plan and the LTIP to our NEOs in 2024.

  59. 2024 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 | — | 1,125,000 | 1,500,000 | 5,000,000 | | | | | | | | 1/23/24 | | | | | | | 43,037 | 2,799,987 | | | 1/23/24 | | | | 32,278 | 64,555 | 193,665 | | 4,912,737 | | ToniAnn Sanzone | — | 562,500 | 750,000 | 5,000,000 | | | | | | | | 1/23/24 | | | | | | | 16,599 | 1,079,931 | | | 1/23/24 | | | | 8,992 | 17,983 | 53,949 | | 1,368,535 | | John J. Park | — | 750,000 | 1,000,000 | 5,000,000 | | | | | | | | 1/23/24 | | | | | | | 13,833 | 899,975 | | | 7/9/24(5) | | | | | | | 21,932 | 1,202,970 | | | 1/23/24 | | | | 8,069 | 16,138 | 48,414 | | 1,228,127 | | | 7/9/24(5) | | | | 10,596 | 21,191 | 63,574 | | 996,173 | | Gino M. Sabatini | — | 1,125,000 | 1,500,000 | 5,000,000 | | | | | | | | 1/23/24 | | | | | | | 9,837 | 639,995 | | | 1/23/24 | | | | 6,225 | 12,450 | 37,350 | | 947,465 | | Brooks G. Gordon | — | 412,500 | 550,000 | 5,000,000 | | | | | | | | 1/23/24 | | | | | | | 10,297 | 669,923 | | | 1/23/24 | | | | 4,842 | 9,683 | 29,049 | | 736,892 |

  60. 2024 Grants of Plan-Based Awards

    1.Represents potential payments under our ACB 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 2024 in the Summary Compensation Table above. The amounts shown for Maximum represent the per-individual limit under the 2017 Annual Incentive Compensation Plan. 2.Reflects awards of PSUs under the 2017 SIP. The underlying shares of Common Stock may be paid out in 2027, after the end of a three-year performance cycle (2024-2026), 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. 3.Reflects awards of RSUs under the 2017 SIP, which are scheduled to vest in three equal installments annually commencing on February 15, 2025. With the exception of Mr. Fox, all NEOs additionally received a one-time RSU award in recognition of the team's successful execution of the exit from office in a period of significant lending market disruption and volatile equity markets. These one-time RSU awards had grant date fair values of $199,994 for Mr. Park, $299,992 for Ms. Sanzone, $99,997 for Mr. Sabatini and $249,961 for Mr. Gordon. Grants of RSUs under the 2017 SIP will not pay dividend equivalents until, and will be conditioned upon, the vesting of the RSUs. 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 2024, shares granted were determined based on stock price on date of grant. See the amounts under Stock Awards for 2024 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, 2024. 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.Mr. Park's amounts for 2024 includes the $2,199,143 of incremental fair value resulting from the modification of RSUs and PSUs in connection with Mr. Park's departure from the Company, as discussed in the Compensation Discussion and Analysis above.

  61. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table sets forth certain information with regard to all unvested awards of RSUs and PSUs held by our NEOs on December 31, 2024. All market values are based on the $54.48 closing price per share of the Common Stock on December 31, 2024.

  62. Outstanding Equity Awards at December 31, 2024

    | | | 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 | 1/12/22 | 9,713 | 529,164 | 64,246 | 3,500,141 | | | 11/9/22(2) | 33 | 1,798 | — | — | | | 1/24/23 | 19,886 | 1,083,389 | — | — | | | 1/23/24 | 43,037 | 2,344,656 | 26,468 | 1,441,952 | | ToniAnn Sanzone | 1/12/22 | 3,076 | 167,580 | 20,345 | 1,108,385 | | | 1/24/23 | 5,966 | 325,028 | — | — | | | 11/8/23(2) | 67 | 3,650 | — | — | | | 1/23/24 | 11,988 | 653,106 | 7,373 | 401,683 | | | 1/23/24 | 4,611 | 251,207 | — | — | | John J. Park | 1/12/22 | 2,712 | 147,750 | 17,935 | 977,124 | | | 11/9/22(2) | 33 | 1,798 | — | — | | | 1/24/23 | 5,354 | 291,686 | — | — | | | 1/23/24 | 10,759 | 586,150 | 6,617 | 360,471 | | | 1/23/24 | 3,074 | 167,472 | — | — | | Gino M. Sabatini | 1/12/22 | 2,024 | 110,268 | 13,384 | 729,179 | | | 1/24/23 | 4,130 | 225,002 | — | — | | | 1/23/24 | 8,300 | 452,184 | 5,105 | 278,093 | | | 1/23/24 | 1,537 | 83,736 | — | — | | Brooks G. Gordon | 1/12/22 | 1,538 | 83,790 | 10,172 | 554,192 | | | 1/24/23 | 3,213 | 175,044 | — | — | | | 1/23/24 | 3,842 | 209,312 | 3,970 | 216,287 | | | 1/23/24 | 6,455 | 351,668 | — | — |

  63. Outstanding Equity Awards at December 31, 2024

    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 2022 PSU outstanding awards to account for the Spin-Off pursuant to the equitable adjustment provision of the 2017 SIP. The modification resulted in incremental fair value to the 2022 PSU outstanding awards under the provisions of ASC 718 which is reflected in the Summary Compensation Table. 2.These RSU awards represent anniversary grants. 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. The PSU and RSU awards listed above have the following vesting schedules: ■RSU grants dated January 12, 2022 vested 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 147% of the Target amount of PSUs, which were paid out in 2025 after the end of the applicable three year performance cycle (2022-2024). ■RSU grants dated November 9, 2022 vested 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, 2024. 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. ■RSU grants dated January 23, 2024 are scheduled to vest in three annual installments commencing on February 15, 2025. ■PSU grants dated January 23, 2024 are shown under Equity Incentive Plan Awards columns and in accordance with SEC rules reflect 41% of the Target amount of PSUs based on performance as of December 31, 2024. PSUs may be paid out in 2027 after the end of the applicable three year performance cycle (2024-2026) if specified performance criteria are ultimately met.

  64. 2024 Stock Vested

    2024 Stock Vested The following table contains information about shares acquired by the NEOs upon the vesting of RSUs and/or PSUs, as applicable, during 2024.

  65. 2024 Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Jason E. Fox | 133,782 | 8,006,920 | | ToniAnn Sanzone | 40,425 | 2,419,030 | | John J. Park | 40,810 | 2,444,248 | | Gino M. Sabatini | 30,534 | 1,828,582 | | Brooks G. Gordon | 21,139 | 1,264,976 |

  66. 2024 Stock Vested

    1.For all NEOs, includes the underlying shares received in February 2024 upon the vesting of the first tranche of the RSUs granted under the LTIP in 2023, the second tranche of the RSUs granted under the LTIP in 2022 and the third and final tranche of the RSUs granted under the LTIP in 2021. Also includes vesting tranches of RSUs granted in recognition of anniversary milestones, awarded in 2020 for Mr. Sabatini, 2021 for Mr. Gordon, 2022 for Messrs. Fox and Park, and 2023 for Ms. Sanzone. For all the NEOs, the actual shares earned underlying the PSUs awarded under the LTIP in 2021, which PSU shares, as well as the related Dividend Equivalent Shares, were all payable in 2024 after the end of their three-year (2021-2023) performance cycle. 2.The Value Realized on Vesting is equal to the product of: the total RSUs vested at $57.30, which was the closing price of the Common Stock on February 15, 2024, the payment date for these shares; and the product of the shares actually earned underlying the PSUs with a 2021-2023 performance cycle, plus the related Dividend Equivalent Shares, at $60.68, which was the closing price of the Common Stock on February 6, 2024, 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 Deferred Compensation Plan, as follows: for Mr. Fox, a total of 133,749 shares were deferred, of which 9,712 were deferred until February 15, 2027 and 124,037 were deferred until separation from service; for Ms. Sanzone, 30,378 shares were deferred until separation from service; for Mr. Park, 40,777 shares were deferred until separation from service; and, for Mr. Sabatini, 30,534 shares were deferred until separation from service. See 2024 Nonqualified Deferred Compensation below.

  67. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The following table shows the aggregate contributions, earnings, and withdrawals in 2024 for the NEOs under the 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 and Ms. Sanzone. The Deferred Compensation Plan also includes Rollover RSUs, and the table below reflects ongoing deferrals of Rollover RSUs for Messrs. Fox, Park and Sabatini.

  68. 2024 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 | 7,286,646 | 1,723,685 | (5,161,685) | 23,573,823 | | ToniAnn Sanzone | 1,654,993 | 79,287 | (79,287) | 1,654,993 | | John J. Park | 2,221,531 | 918,325 | (918,325) | 13,642,936 | | Gino M. Sabatini | 1,663,492 | 2,059,227 | (2,059,227) | 31,741,737 | | Brooks G. Gordon | — | — | — | — |

  69. 2024 Nonqualified Deferred Compensation

    1.The amounts shown represent the number of RSUs and/or PSUs, including any related Dividend Equivalent Shares, that vested during 2024, 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 $54.48, the closing price per share of the underlying Common Stock on December 31, 2024. 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 2024. 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 2024. Amounts shown above are not reflected for the last completed fiscal year in the Summary Compensation Table. 4.The amounts shown represent the product of the number of deferred RSUs, PSUs, and/or Rollover RSUs, as applicable, and $54.48, the closing price per share of the underlying Common Stock on December 31, 2024. 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 a portion of the deferred awards were granted prior to the date that the individual became an NEO.

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

    Potential Payments Upon Termination or Change-in-Control Pursuant to the Separation Agreement, Mr. Park continued to receive his base salary of $550,000, and he remained eligible to earn a bonus for 2024 performance at the same $1,000,000 target level. Mr. Park was not eligible for a bonus for 2025 service, nor did he receive a 2025 annual equity grant. In exchange for Mr. Park signing a release of claims and agreeing to those restrictive covenants, Mr. Park will be entitled to receive continued vesting of his outstanding unvested RSUs and PSUs through the date such units would otherwise have become vested in accordance with their terms. Mr. Park did not receive a cash severance payment under the Separation Agreement. The following table sets forth the amounts each NEO, except for Mr. Park, as of December 31, 2024 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 31, 2024 and that the value of the Common Stock was $54.48 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. 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.

  71. 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) | 3,959,007 | — | — | 3,959,007 | — | | PSUs(3) | 5,178,469 | — | 5,178,469 | 15,535,407 | 5,178,469 | | Total | 9,137,476 | — | 5,178,469 | 19,494,414 | 5,178,469 | | ToniAnn Sanzone | | | | | | | RSUs(2) | 1,400,572 | — | — | 1,400,572 | — | | PSUs(3) | 1,568,097 | — | 1,568,097 | 4,704,294 | 1,568,097 | | Total | 2,968,669 | — | 1,568,097 | 6,104,866 | 1,568,097 | | Gino M. Sabatini | | | | | | | RSUs(2) | 871,190 | — | — | 871,190 | — | | PSUs(3) | 1,059,654 | — | 1,059,654 | 3,178,962 | 1,059,654 | | Total | 1,930,844 | — | 1,059,654 | 4,050,152 | 1,059,654 | | Brooks G. Gordon | | | | | | | RSUs(2) | 819,815 | — | — | 819,815 | — | | PSUs(3) | 815,366 | — | 815,366 | 2,446,098 | 815,366 | | Total(4) | 1,635,181 | — | 815,366 | 3,265,913 | 815,366 |

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

    1.The terms of our outstanding equity awards at December 31, 2024 provide that, in the event of a Change in Control of the Company, as defined in the 2009 SIP, the 2017 SIP and the A&R 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, the 2017 SIP and the A&R 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, RSUs become fully vested on the date of death or disability. In all other cases, unvested 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, 2024, are included in the Aggregate Balance at Last Fiscal Year End column of the 2024 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, the 2017 SIP and the A&R 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 includes the impact from the post Spin-Off equitable adjustment, made in November 2023, pursuant to the equitable adjustment provision of the 2017 SIP.

  73. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of 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. 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. For purposes of our 2024 disclosure, we used the same “median employee” identified as of December 31, 2023, as there have been no changes in our employee population or compensation arrangements that we believe would significantly impact our pay ratio disclosure. For 2024, our last completed fiscal year: ■the annual total compensation of our "median employee" (excluding our CEO), was $195,516, which we calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K; and ■the annual total compensation of our CEO was $10,153,724, which is the amount reported in the "Total" column of our 2024 Summary Compensation Table included above in this Proxy Statement, with no adjustments. Based on this information, for 2024 the ratio of the annual total compensation of Mr. Fox to the annual total compensation of the "median employee" was 52 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. 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.

  74. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, 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 decided not to consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  75. 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 $100 Investment Based On: | | Net Income ($) | Total AFFO per Share(7) ($) | | | | | | | W. P. Carey Total Shareholder Return(5) ($) | MSCI US REIT Index Total Shareholder Return(6) ($) | | | | 2024 | 10,153,724 | 3,680,523 | 3,814,908 | 1,750,974 | 93.59 | 123.47 | 460,839,000 | 4.70 | | 2023(9) | 12,990,932 | 4,687,585 | 3,889,876 | 1,917,029 | 104.67 | 113.54 | 708,334,000 | 5.18 | | 2022 | 9,405,063 | 16,628,053 | 3,240,587 | 5,044,873 | 116.07 | 99.82 | 599,139,000 | 5.29 | | 2021 | 10,103,384 | 13,913,308 | 3,448,110 | 4,514,778 | 115.52 | 132.23 | 409,988,000 | 5.03 | | 2020 | 7,405,905 | 4,593,269 | 2,607,968 | 1,808,871 | 94.01 | 92.43 | 455,359,000 | 4.74 |

  76. Pay Versus Performance

    1.Our principal executive officer ("PEO") for FY2020 through FY2024 was Jason E. Fox. Our other, non-PEO, NEOs for FY2020 through FY2024 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 2024 represented in the Pay Versus Performance Table to arrive at compensation "actually paid" to our PEO during 2024. No adjustments were made pursuant to defined benefit or actuarial pension plans and such line items have been excluded from the table below:

  77. Pay Versus Performance

    | PEO "Compensation Actually Paid" Calculation Detail | | | Compensation Element | 2024 ($) | | Summary Compensation Table Reported Total Compensation | 10,153,724 | | Aggregate Summary Compensation Table Reported Equity Compensation (-) | (7,712,724) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 5,168,020 | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+/-) | (4,573,714) | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | — | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+/-) | (598,345) | | 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 (+) | 1,243,562 | | "Compensation Actually Paid" Determination | 3,680,523 |

  78. Pay Versus Performance

    4.The following table sets forth the adjustments made during 2024 represented in the Pay Versus Performance Table to arrive at compensation "actually paid" to our non-PEO NEOs during 2024:

  79. Pay Versus Performance

    | Average Non-PEO NEO "Compensation Actually Paid" Calculation Detail | | | Compensation Element | 2024 ($) | | Summary Compensation Table Reported Total Compensation | 3,814,908 | | Aggregate Summary Compensation Table Reported Equity Compensation (-) | (2,442,497) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 1,303,787 | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+/-) | (1,086,980) | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | — | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+/-) | (147,978) | | 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 (+) | 309,734 | | "Compensation Actually Paid" Determination | 1,750,974 |

  80. Pay Versus Performance

    5.W. P. Carey TSR calculated based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. 6.Peer TSR 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. Effective January 1, 2024, we no longer separately analyze our business between real estate operations and investment management operations, and instead view the business as one reportable segment, since our investment management operations have been determined to be both quantitatively and qualitatively insignificant to the Company’s business. Our business is characterized as investing in operationally-critical, single-tenant commercial real estate properties that are leased on a long-term basis. These economic characteristics are similar across various property types, geographic locations, and industries in which our tenants operate and therefore considered one operating segment. The consolidated operating results are regularly reviewed, in the aggregate, by the chief operating decision maker (“CODM”) to evaluate performance and allocate resources. The CODM is our CEO. Accordingly, all operations have been considered to represent one reportable segment, which are reported on our consolidated statements of income and our consolidated balance sheets. As a result of this change, we have amended one of our company-specific measures from Real Estate AFFO to Total AFFO per share, to reflect how we currently view our business. 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. 9.The 2023 amounts for each NEO have been revised from those shown in the Summary Compensation Table in our Definitive Proxy Statement on Schedule 14A filed in 2024 to reflect the correction of the grant date fair values associated with November 2023 modifications of the performance vesting conditions assigned to the 2022 PSU outstanding awards to account for the Spin-Off pursuant to the equitable adjustment provision of the 2017 SIP. Refer to our Definitive Proxy Statement on Schedule 14A filed in 2024 for more information on these modifications. 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 TSR, short- and long-term business outlook, including Total AFFO(7) per share and the broader market environment. The following section provides a description of the relationships between W. P. Carey's TSR relative to a peer comparator index, as well as compensation actually paid relative to W. P. Carey's TSR, net income, and Total AFFO(7) per share over the last four completed fiscal years.

  81. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  82. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  83. Compensation Actually Paid vs. Total AFFO(1) per Share

    Compensation Actually Paid vs. Total AFFO(1) per Share 1.See Appendix A for a description of this non-GAAP financial measure.

  84. 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.

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

    | Performance Metric Tabular Disclosure | | Total Adjusted Funds from Operations ("Total AFFO") per Share(1) | | Total Shareholder Return | | Net Debt to Adjusted EBITDA(1) | | Cash Interest Expense Coverage Ratio(1) | | Investment Volume(2) |

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

    1.See Appendix A for a description of these non-GAAP financial measures. 2.This metric only impacts Mr. Sabatini's compensation performance. 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: