W. P. CAREY INC., DEF 14A filed on 3/28/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name W. P. Carey Inc.
Entity Central Index Key 0001025378
v3.25.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay vs. Performance Disclosures(1)(2)(8)
YearSummary Compensation Table Total
for PEO
($)
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)
($)
202410,153,724 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 
20229,405,063 16,628,053 3,240,587 5,044,873 116.07 99.82 599,139,000 5.29 
202110,103,384 13,913,308 3,448,110 4,514,778 115.52 132.23 409,988,000 5.03 
20207,405,905 4,593,269 2,607,968 1,808,871 94.01 92.43 455,359,000 4.74 
       
Named Executive Officers, Footnote 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.        
Peer Group Issuers, Footnote 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.        
PEO Total Compensation Amount $ 10,153,724 $ 12,990,932 $ 9,405,063 $ 10,103,384 $ 7,405,905
PEO Actually Paid Compensation Amount $ 3,680,523 4,687,585 16,628,053 13,913,308 4,593,269
Adjustment To PEO Compensation, Footnote 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:
PEO "Compensation Actually Paid" Calculation Detail
Compensation Element
2024
($)
Summary Compensation Table Reported Total Compensation10,153,724 
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" Determination3,680,523 
       
Non-PEO NEO Average Total Compensation Amount $ 3,814,908 3,889,876 3,240,587 3,448,110 2,607,968
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,750,974 1,917,029 5,044,873 4,514,778 1,808,871
Adjustment to Non-PEO NEO Compensation Footnote 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:
Average Non-PEO NEO "Compensation Actually Paid" Calculation Detail
Compensation Element
2024
($)
Summary Compensation Table Reported Total Compensation3,814,908 
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" Determination1,750,974 
       
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. TSR
65914
       
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Net Income
65958
       
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid vs. Total AFFO(1) per Share
66012
1.See Appendix A for a description of this non-GAAP financial measure.
       
Tabular List, Table
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)
       
Total Shareholder Return Amount $ 93.59 104.67 116.07 115.52 94.01
Peer Group Total Shareholder Return Amount 123.47 113.54 99.82 132.23 92.43
Net Income (Loss) $ 460,839,000 $ 708,334,000 $ 599,139,000 $ 409,988,000 $ 455,359,000
Company Selected Measure Amount 4.70 5.18 5.29 5.03 4.74
PEO Name Jason E. Fox        
Additional 402(v) Disclosure 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. W. P. Carey TSR calculated based on an assumed $100 investment as of December 31, 2019 and the reinvestment of any issued dividends. See Appendix A for a description of these non-GAAP financial measures. 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.
See Appendix A for a description of these non-GAAP financial measures.2.This metric only impacts Mr. Sabatini's compensation performance.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Total Adjusted Funds from Operations ("Total AFFO") per Share(1)        
Non-GAAP Measure Description
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.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Total Shareholder Return        
Measure:: 3          
Pay vs Performance Disclosure          
Name Net Debt to Adjusted EBITDA(1)        
Measure:: 4          
Pay vs Performance Disclosure          
Name Cash Interest Expense Coverage Ratio(1)        
Measure:: 5          
Pay vs Performance Disclosure          
Name Investment Volume(2)        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (7,712,724)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,168,020        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,573,714)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (598,345)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,243,562        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,442,497)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,303,787        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,086,980)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (147,978)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 309,734        
v3.25.1
Insider Trading Arrangements
12 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true