W. P. Carey (WPC) DEF 14ADefinitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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March 31, 2021

*

Due to the public health impact of the novel coronavirus ("COVID-19") pandemic and continuing concern for the safety and well-being of our stockholders, Directors and employees, the format of our 2021 Annual Meeting of Stockholders will be virtual-only. Stockholders will not be able to attend the 2021 Annual Meeting in person. To attend, participate in and/or vote at the virtual Annual Meeting at www.virtualshareholdermeeting.com/WPC2021, stockholders must enter the 16-digit control number found on their proxy card or voting instruction form or notice.

		How to Vote
		Internet		Phone		Mail
Whether or not you attend, it is important that your shares be represented and voted at the Annual Meeting.
You may vote your shares by using the telephone or through the Internet, as described on the enclosed proxy card. You may also vote your shares by marking your votes on the enclosed proxy card, signing and dating it and mailing it in the business reply envelope provided. If you attend the virtual Annual Meeting, you may withdraw your previously submitted proxy and vote virtually.
Additional questions are answered in the Users' Guide on page 61.
Important Notice Regarding Availability of Proxy Materials For the 2021 Annual Meeting of Stockholders to Be Held on June 17, 2021:
This Proxy Statement and the Annual Report to Shareholders are available at www.proxyvote.com.

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		Dear Fellow Shareholders,
Christopher J. Niehaus Non-Executive Chairman Board of Directors Jason E. Fox Chief Executive Officer Board of Directors		On behalf of the W. P. Carey Board of Directors, we are pleased to present our 2021 Proxy Statement. Despite the challenges we faced in 2020, the COVID-19 pandemic highlighted the resilience of our employees, our business, and validated our long-term strategy. Our management team placed a priority on employee safety and well-being, seamlessly transitioning to a remote work environment in mid-March 2020. Our balance sheet and liquidity, which was strengthened over the prior several years, performed admirably during the pandemic crises. We used this position of strength to grow our portfolio in 2020 and execute on corporate initiatives that position us well for the future. These initiatives included taking advantage of timely opportunities to further strengthen our balance sheet and liquidity position, while adding high-quality, mission-critical assets to our portfolio. We advanced our evolution to a pure-play net lease REIT with the completion of the merger, internalization of the CWI lodging funds we previously managed, and transfer of our remaining interest to a preferred and common security investment. We maintained rent collections averaging 98% from April 2020 through year-end, ranking among the best in the net lease sector, as well as REITs generally. By focusing on generating long-term, risk-adjusted returns rather than near-term growth at any cost, we have significantly outpaced key REIT indices and the broader equity market over the long run, while maintaining exceptional downside protection. In 2020, we increased our total dividends declared to $4.17 per share, reflecting the stability of our earnings despite the impact of the pandemic. At W. P. Carey, we strive to be a leader in ESG, which includes the composition of our board. Last year, we committed to enhancing our Board-level diversity by increasing our female representation from 20% to 30%, and we are pleased that with the appointment of Ms. Tonit M. Calaway in September 2020, we achieved that goal. Tonit brings to our Board experience in both human capital management and legal, as well as her expertise in the automotive and industrial sectors. Our Directors are a diverse group of men and women with varying skills and backgrounds across a broad range of industries. We believe they can provide the oversight necessary to execute on our strategic objectives and govern W. P. Carey in a prudent and transparent manner. Since our founding in 1973, we have followed two core principles: Investing for the Long Run® and Doing Good While Doing Well®. The events of the last year have further highlighted the importance of our commitment to corporate responsibility, and our focus on our employees and society has never been greater. As you'll read later in this Proxy Statement and in our standalone ESG Report, we continue to expand on our environmental, social and governance efforts and disclosures, as we strive to be a leader in the net lease industry. We are committed to investing in our employees, with an increased focus on diversity and inclusion. In 2020, we appointed a Head of D&I and established a D&I Advisory Committee that will help us to translate our beliefs as a company into action. There is more work to be done and we are determined to keep making strides in 2021 and beyond. We believe stakeholder engagement is an integral aspect of good governance, and during 2020 our management team met with more than 300 of our equity and fixed income investors on a variety of topics. We value your perspectives and input, and look forward to an ongoing, healthy dialogue. We are especially proud of our management team and employees for the dedication, commitment and compassion they exhibited over the last year. They worked tirelessly to execute on our strategy during a challenging year, and for that we are grateful. As the world continues to navigate the COVID-19 pandemic, we also want to take this opportunity to wish all of our stakeholders continued health and safety during this unprecedented time. We value your investment in W. P. Carey and your continued support. On behalf of the entire Board of Directors, we thank you for your confidence in us.
		Christopher J. Niehaus Non-Executive Chairman Board of Directors		Jason E. Fox Chief Executive Officer Board of Directors

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We make references herein to various websites, including our website located at www.wpcarey.com, however, the information located on, or accessible from, any website (including our website) is not, and should not be deemed to be, part of this proxy statement or incorporated into any other filing that we submit to the Securities and Exchange Commission (the "SEC").

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

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

(1)

The Company believes that adjusted funds from operations ("AFFO") and AFFO from Real Estate ("RE AFFO") are useful supplemental measures that assist investors to better understand and measure the performance of our business over time and against similar companies. AFFO and RE AFFO do not represent net income or net cash provided by operating activities, which are computed in accordance with accounting principles generally accepted in the United States ("GAAP"), and should not be considered alternatives to net income or net cash provided by operating activities as an indicator of the Company's financial performance. These non-GAAP financial measures may not be comparable to similarly titled measures of other companies. See Appendix A for a reconciliation of these non-GAAP financial measures to the most directly comparable financial measures in our consolidated financial statements for the fiscal year ended December 31, 2020.

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

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

(1)

See Appendix A for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure in our consolidated financial statements for the fiscal year ended December 31, 2020.

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Our Board of Directors ("Board") comprises our Chief Executive Officer ("CEO") and nine independent Directors, and benefits from a mix of tenured and newer Directors, each with different backgrounds. We believe this diversity provides the varied viewpoints and robust discussion that result in better outcomes for our shareholders.

Committee Memberships

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Nominee

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Director Since

Primary Occupation

Independent

Audit

Compensation

Executive

Investment

Nominating & Corporate Governance

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Mark A. Alexander

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2016

Managing Member, Landmark Property Group, LLC

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Tonit M. Calaway

53

2020

Executive Vice President, Chief Administrative Officer, General Counsel and Secretary, BorgWarner Inc.

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Peter J. Farrell

60

2016

Managing Partner and Co-founder CityInterests Development Partners, LLC

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Robert J. Flanagan

64

2018

Chief Executive Officer, Clark Enterprises, Inc. and Trustee, A. James & Alice B. Clark Foundation

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Jason E. Fox

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2018

Chief Executive Officer, W. P. Carey Inc.

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Axel K.A. Hansing

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2011

Senior Advisor, Coller Capital, Ltd.

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Jean Hoysradt

70

2014

Former Chief Investment Officer, Mousse Partners Limited

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Margaret G. Lewis

66

2017

Former President, HCA Capital Division

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Christopher J. Niehaus Non-Executive Chairman

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2016

Managing Partner, Member of the Global Investment Committees, BentallGreenOak

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Nick J.M. van Ommen

74

2011

Former Chief Executive Officer, European Public Real Estate Association

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Board Nominee Snapshot

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

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

Our highlights include:

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Environmental

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Completed three property-level sustainable projects

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26% of our 2020 investment volume was in green buildings⁽¹⁾, totaling 1.3 million square feet

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6.4% of our ABR as of December 31, 2020 was generated from green buildings

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6.9 million square feet of our portfolio was in green buildings

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Moved our headquarters to a LEED-Gold certified building

Social

2020 was a year that highlighted the importance of focusing on social matters. At W. P. Carey, we are committed to doing our part to create a more equitable, just and inclusive society. Highlights of our social initiatives over the last year include:

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Launch of our diversity and inclusion ("D&I") initiative, designed to facilitate conversations around race, sexual orientation, gender and other important topics

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Appointment of a Head of Diversity and Inclusion and established our D&I Advisory Committee

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Signatory to the CEO Act!on Pledge for Diversity & Inclusion, furthering our commitment to fostering a more inclusive and diverse workforce

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Initiation of firm-wide systemic bias and ally skills training, with 100% participation by active employees as of December 31, 2020

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Implemented our Vendor Diversity Survey, to understand their commitment to D&I and inform our vendor selection process

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Selected for inclusion as a constituent in the 2021 Bloomberg Gender-Equality Index

(1)

For a building to be considered "green" under our investment criteria, it must at a minimum (i) be certified by LEED, BREEAM or a similarly recognized organization or certification process; or (ii) rely on renewable energy sources (such as, solar, wind or hydroelectric power) for a material portion of its energy needs.

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We believe it is our responsibility to give back to the communities in which we operate. W. P. Carey and the W. P. Carey Foundation support educational programs as well as hospitals, museums and other organizations.

COVID-19 Pandemic

We acted quickly to minimize the impact of the COVID-19 pandemic and continue to prioritize the health and safety of our employees and communities, including:

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Implemented a mandatory global remote work environment in mid-March 2020

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No salary or benefit reductions; provided a monthly stipend to help with added costs associated with working from home

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Reinforced corporate benefits available, including telemedicine and confidential counseling, and provided additional resources for managing stress, anxiety and isolation

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Issued an employee survey—that received a 95% engagement rate—regarding working from home and returning to work to understand employee sentiment and better address the concerns of our global workforce

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Donated $100,000 to Food Bank For New York City and the New York-Presbyterian Hospital COVID-19 Healthcare Workers Fund, in partnership with the W. P. Carey Foundation

Governance

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Maintained a "1" QualityScore rating in Governance from ISS

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Appointed Ms. Tonit M. Calaway as an Independent Director, achieving 30% female Director representation on our Board

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Recognized by Women on Boards as a "Winning" Company for Board Diversity

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Published our second annual standalone ESG Report

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		The Board recommends a vote FOR each of the nominees

Our Board members are diverse in talents, experiences and backgrounds but share track records of successful management and oversight of public and private companies. The Board recommends a vote FOR each of the nominees set forth on the following pages so we can continue along the path we have been actively pursuing.

Unless otherwise specified, proxies will be voted FOR the election of the named nominees, each of whom was recommended by the Nominating and Corporate Governance Committee and approved by the Board. Assuming the presence of a quorum at the meeting of stockholders to be held on June 17, 2021 (the "Annual Meeting"), the affirmative vote of a majority of the votes cast for a nominee by the stockholders present, in person at the virtual meeting or by proxy, is required to elect each nominee.

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Qualifications

Mr. Alexander brings to the Board over three decades of international business experience in operations, mergers & acquisitions and accounting. He has developed expertise in strategic planning, operational management, public & private capital markets, financial analysis, accounting and investor relations. Mr. Alexander's experience as a chief executive officer, certified public accountant, and public company board member qualify him to be Chair of the Audit Committee.

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

	​	International Business Experience	​		​	U.S. Public Company Executive Officer Experience	​		​	M&A Integration
	​	Human Capital Management	​		​	Legal & Compliance	​		​
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Qualifications

Mr. Farrell brings to the Board 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.

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

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

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

Mr. Hansing brings to the Board over 45 years of experience in international corporate and investment banking, real estate financing, asset management and private equity investing. The breadth of his global experience and deep roots in the European investment and real estate communities bring a unique viewpoint to the bear on the Company's portfolio and operations, particular in the European Economic Area and the United Kingdom.

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International Business Experience

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Real Estate Expertise

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M&A Integration

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Public & Private Capital Markets Expertise

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Investor Relations

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Human Capital Management

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Legal & Compliance

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Qualifications

Ms. Hoysradt brings to the Board over 45 years of investment and financial expertise in real estate, debt and equity. In her roles overseeing both public and private investment vehicles, Ms. Hoysradt has honed both domestic and international business expertise, which allows her to focus on the Company's strategic goals, corporate policies and governance standards.

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International Business Experience

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U.S. Public Company Executive Officer Experience

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Real Estate Expertise

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M&A Integration

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Public & Private Capital Markets Expertise

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Investor Relations

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Human Capital Management

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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 Governance Committee, which also has purview over our ESG initiatives.

	​	U.S. Public Company Executive Officer Experience	​		​	Human Capital Management
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Qualifications

Mr. Niehaus brings almost 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 $50 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 brings invaluable experience to his role as Chair of the Investment Committee.

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

Mr. van Ommen has served in a multitude of roles across the banking, venture capital and asset management industries throughout his career. His close to four decades of experience in the financial and real estate industries, combined with his advocacy on behalf of the European public real estate sector for almost a decade as the CEO of the European Public Real Estate Association, bring sharp insight to the Board's evaluation of the Company's portfolio and operations.

	​	International Business Experience	​		​	Real Estate Expertise	​		​	M&A Integration
	​	Investor Relations	​		​		​		​
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Membership and Functions of the Committees of the Board

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Board Member Term

Our Directors each hold office until the next annual meeting of stockholders except in the event of death, resignation, or removal. If a nominee is unavailable for election, the Board may reduce its size or designate a substitute. If a substitute is designated, proxies voting on the original nominee will be cast with regard to the substituted nominee. Currently, the Board is unaware of any circumstances that would result in a nominee being unavailable.

Board Meetings and Director Attendance

There were five regular meetings of the Board held in 2020, and each Director attended at least seventy-five percent of the aggregate of such meetings and of the meetings held during the year by the Committees of which he or she was a member. Under the Corporate Governance Guidelines adopted by our Board (the "Guidelines"), the Directors are required to make every effort to attend each Board meeting and applicable Committee meetings, except in unavoidable circumstances. Although there is no specific policy regarding Director attendance at meetings of stockholders, Directors are invited and encouraged to attend. All of the Directors who served on the Board at the time attended the Company's 2020 Annual Meeting. In addition to Board and Committee meetings, our Directors also engaged in informal group communications and discussions with the Non-Executive Chairman of the Board and the CEO, as well as with members of senior management, which was particularly important in 2020 given the rapid development of the COVID-19 pandemic.

Board Leadership Structure and Risk Oversight

Mr. Niehaus has served as Non-Executive Chairman of the Board since June 2019. The primary responsibility of the Non-Executive Chairman is to preside over meetings of the Board of Directors as well as to preside over periodic executive sessions of the Board in which the CEO and/or other members of management do not participate. The Chairman is also responsible, together with members of our senior management team, for establishing Board agendas and for working closely with our CEO on the overall direction of the Company to enhance long-term shareholder value. The Board believes that Mr. Niehaus is well-qualified to preside over both full and executive sessions of the Board and to fulfill the other duties of the Chairman, given the depth of his experience and his role as Managing Partner of BentallGreenOak.

Our CEO, Mr. Fox, is also a member of the Board of Directors. The Board considers the CEO's participation to be important in order to make information and insight about the Company's business and its operations directly available to the Directors in their deliberations.

Our Board of Directors has overall responsibility for risk oversight. The Board of Directors reviews and oversees our Enterprise Risk Management ("ERM") program, which is a company-wide initiative that involves our senior management and other personnel acting in an integrated effort to identify, assess and manage risks that may affect our ability to execute our corporate strategy and fulfill our business objectives. These activities involve the identification, prioritization and assessment of a broad range of risks, including operational, financial, strategic, and compliance risks, and the formulation of plans to manage these risks and mitigate their effects.

As part of our ERM program, management provides periodic updates to our Board of Directors with respect to risk appetite, key risks and discusses appropriate risk response strategies. Throughout the year, the Board, and the Committees to which it has delegated responsibility, dedicates a portion of their meetings to discuss specific risk topics in greater detail. Strategic and operational risks are presented and discussed in the context of the CEO's report on operations to the Board of Directors at regularly scheduled meetings and at presentations to the Board of Directors and its Committees by management. Additionally, at least annually, our Audit Committee discusses with management and the Director of Internal Audit our significant financial risk exposures, including cybersecurity risks, and steps that have been taken to monitor and control such exposures.

Our information technology and internal audit teams utilize the NIST Cybersecurity Framework to identify and mitigate information security risks. We have not identified any information security breaches in over six years and maintain information security risk insurance coverage. Our information technology team oversees an active information security training program, including annual mandatory cybersecurity awareness training for employees.

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As a result of the COVID-19 pandemic, we transitioned to a remote work environment, leading to increased dependence on the internet and greater exposure to the malware campaigns and phishing attacks preying on the uncertainty surrounding the COVID-19 pandemic. Given these heightened cybersecurity risks, our information technology team has implemented additional employee training and outreach efforts and our internal audit team has evaluated and adjusted our internal controls in an effort to mitigate these heightened information security risks.

Our Compensation Committee reviews the risks related to our compensation policies and practices and assesses the impact to our risk profile, at least on an annual basis. Management, with the Compensation Committee, regularly reviews our compensation programs, including incentives that may create, and factors that may reduce, the likelihood of excessive risk taking in order to determine whether such programs present a significant risk to the Company.

Management Succession Plan

The Board discusses management succession regularly with our CEO in executive sessions. Management succession discussions generally focus on the CEO and other senior executive roles. The Board has regular and direct exposure to senior leadership and high-potential employees through board meetings held throughout each year. Each year, our CEO presents a management succession plan to the Board for its review and consideration.

In addition, in order to minimize the potential disruption to our company upon the unexpected resignation, termination, death, disability or other form of absence of our CEO, the Board has a CEO succession plan. The plan is intended to provide the Board and the Nominating and Corporate Governance Committee with contingency procedures upon such a succession of the CEO.

Director Independence

The Guidelines establish rules regarding the independence of our Directors, which we believe meet or exceed the Listing Standards of the New York Stock Exchange (the "NYSE") and the rules of the SEC, and can be found under the heading "Governance" in the "Investors" section of our website, www.wpcarey.com. Pursuant to the Guidelines, the Board undertook its annual review of Director Independence in March 2021. During this review, the Board considered any transactions and relationships between each Director and nominee, or any member of his or her immediate family, and W. P. Carey and its subsidiaries and affiliates, including those reported under "Certain Relationships and Related Transactions" below. The Board also examined any transactions and relationships between each Director and nominee or their affiliates and members of our senior management or their affiliates. As provided in the Guidelines, the purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the Director is independent.

The NYSE also requires that the Board of Directors determine whether a Director is "independent" for purposes of the NYSE Listing Standards. The Nominating and Corporate Governance Committee has asked each Director and nominee to specify in writing the nature of any relevant relationships such individual may have with the Company, including, but not limited to, any relationships that would specifically preclude a finding of "independence" under those Listing Standards. Upon review of these disclosures, the Board has affirmatively determined that none of the Directors or nominees noted as "independent" in this Proxy Statement has a material relationship with W. P. Carey that would interfere with his or her independence from the Company and its management.

As a result, the Board has affirmatively determined that Director nominees Alexander, Calaway, Farrell, Flanagan, Hansing, Hoysradt, Lewis, Niehaus and van Ommen are independent of the Company and its management under the standards set forth in the Guidelines, applicable federal laws, the rules of the SEC and the NYSE's Listing Standards and for the purpose of serving on the relevant Board committees, where applicable. Mr. Fox is not considered to be an independent Director because of his current employment as CEO of W. P. Carey.

The Board has determined that none of the Directors who currently serve on the Compensation, Audit or Nominating and Corporate Governance Committees, or who served at any time during 2020 on such committees, has or had a relationship to W. P. Carey that may interfere with his or her independence from W. P. Carey and its management, and therefore, as required by applicable regulations, all such Directors were or are, as applicable, "independent" as defined in the NYSE Listing Standards and by the rules of the SEC.

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Board Refreshment

The Board does not mandate Director retirement at a specified age, but instead remains committed to actively refreshing the Board based on annual performance reviews and an evaluation of the skills and experience necessary to fulfill the Board's responsibilities to shareholders.

Board Nominating Procedures

The Nominating and Corporate Governance Committee considers candidates for Board membership suggested by Board members, management, shareholders and outside advisors. A shareholder who wishes to recommend a prospective nominee for the Board should notify our Corporate Secretary or the Nominating and Corporate Governance Committee in writing with the information and in the time period required by our Bylaws, which is set forth in more detail in "Shareholder Proposals" and "Other Communications with the Board" in the Corporate Governance section of this Proxy Statement.

Once a candidate has been recommended to the Corporate Secretary or Nominating and Corporate Governance Committee, there are a number of actions undertaken to complete a full evaluation of the candidate, including the following:

Existing Board members are considered for nomination on an annual basis, by undertaking the following actions:

•

Annual confidential performance review of the Board at the committee and individual Director levels;

•

Discussion by Nominating and Corporate Governance Committee regarding nominations based on a review of Board needs and a Board performance review, with a recommendation to be made to the Board regarding nominations; and

•

Discussion by the Board regarding recommended nominations, with a determination to be made regarding the slate of Directors to be nominated in the Proxy Statement.

In considering new candidates and existing Board members for nomination to the Board, the Nominating and Corporate Governance Committee and the Board evaluated the following:

•

Board and Committee needs in order to be able to fulfill responsibilities related to strategic oversight, succession planning, ERM and other fiduciary duties;

•

Succession planning at the Board and Committee levels;

•

Individual performance record on the Board for existing Board members; and

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•

Individual characteristics, including:

-

Operating experience at senior levels;

-

Public company experience;

-

Real estate and investment expertise;

-

Board experience;

-

Strategic thinking with long-term view on value creation for shareholders;

-

Effective communication skills and secure decision-making skills;

-

Independence and absence of red flags; and

-

Diversity of backgrounds and expertise necessary at the Board and Committee levels.

Due to a vacancy on the Board in 2020, the Nominating and Corporate Governance Committee identified and evaluated director candidates. The Committee established director nominee criteria, identified and corresponded with potential director candidates, evaluated the candidates' credentials, and facilitated conversations between potential director candidates and management and other members of our Board. The Board determined that Ms. Tonit M. Calaway brings to our Board deep expertise in human capital management and corporate governance, as well as legal and regulatory experience, and invited her to join the Board in September 2020.

Our Board feels confident that each of the ten individuals we have nominated has the experience and skill sets necessary to fulfill all Board and Committee responsibilities. We encourage you to review our Board accomplishments and biographies and to vote for all ten Board nominees.

Proxy Access

We have what we believe to be the most prevalent proxy access model, the "3/3/20/20" structure. The following is a summary of the provisions related to our proxy access bylaw and is qualified in its entirety by reference to a complete set of our Bylaws:

Shareholders' Eligibility to Nominate

Our Bylaws generally permit any shareholder or group of up to 20 shareholders who have maintained continuous qualifying ownership of at least 3% or more of our outstanding Common Stock for at least the previous three years to include a specified number of director nominees in the Company's proxy materials for our annual meeting of stockholders, as described below.

Number of Shareholder-Nominated Candidates

The maximum number of shareholder-nominated candidates will be equal to the greater of: (a) two candidates or (b) 20% of the Directors in office at the time of nomination. If the 20% calculation does not result in a whole number, the maximum number of shareholder-nominated candidates would be the closest whole number below 20%. Shareholder-nominated candidates that the Board of Directors determines to include in the proxy materials as Board-nominated candidates will be counted against the 20% maximum.

Calculation of Qualifying Ownership

As more fully described in our Bylaws, a nominating shareholder will be considered to own only the shares for which the shareholder possesses the full voting and investment rights and the full economic interest (including the opportunity for profit and risk of loss). Under this provision, borrowed or hedged shares do not count as "owned" shares. A shareholder will be deemed to "own" shares that have been loaned by or on behalf of the shareholder to another person if the shareholder has the right to recall such loaned shares, undertakes to recall, and does recall such loaned shares prior to the record date for the annual meeting and maintains qualifying ownership of such loaned shares through the date of the meeting.

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Procedure for Selecting Candidates in the Event the Number of Nominees Exceeds 20%

If the number of shareholder-nominated candidates exceeds 20% of the Directors in office, each nominating shareholder will select one shareholder-nominated candidate, beginning with the nominating shareholder with the largest qualifying ownership and proceeding through the list of nominating shareholders in descending order of qualifying ownership until the permitted number of shareholder-nominated candidates is reached.

Nominating Procedure

In order to provide adequate time to assess shareholder-nominated candidates, requests to include shareholder-nominated candidates in proxy materials must be received no earlier than 150 days and no later than 120 days before the anniversary of the date that we mailed the proxy statement for the previous year's annual meeting of stockholders, which we expect to be no earlier than November 7, 2021 and no later than December 7, 2021 for our annual meeting to be held in 2022 (the "2022 Annual Meeting").

Information Required of All Nominating Shareholders

As more fully described in our Bylaws, each shareholder seeking to include a Director nominee in the proxy materials is required to provide certain information, including:

•

Proof of qualifying stock ownership as of the date of the submission and the record date for the annual meeting, and an agreement to maintain qualifying ownership through the date of the meeting;

•

The shareholder's notice on Schedule 14N required to be filed with the SEC;

•

The written consent of the shareholder nominee to being named in the proxy statement and serving as a Director, if elected; and

•

A completed Director questionnaire signed by the nominee.

Nominating shareholders are also required to make certain representations and agreements, including with regard to:

•

Absence of intent to effect a change of control;

•

Intent to maintain qualifying ownership through the date of the annual meeting;

•

Only participating in the solicitation of their nominee or Board of Director's nominees; and

•

Complying with solicitation rules and assuming liabilities related to indemnifying the Company against losses arising out of the nomination.

Information Required of All Shareholder Nominees

Each shareholder nominee is required to provide the representations and agreements required of all nominees for election as Director, including certain items noted in our Bylaws that we believe are consistent with current market practice.

Disqualification of Shareholder Nominees

A shareholder nominee would not be eligible for inclusion in the proxy statement under certain circumstances enumerated in our Bylaws, which we believe to be consistent with current market practice.

Supporting Statement

Nominating shareholders are permitted to include in the proxy statement a 500-word statement in support of their nominee(s). We may omit any information or statement that we believe would violate any applicable law or regulation.

Shareholder Amendment of Bylaws

Our Board of Directors has the power to adopt, alter or repeal any provision of our Bylaws and to make new Bylaws. Our shareholders also have the power to alter or repeal any provision of our Bylaws and adopt new Bylaws with the approval of at least a majority of all votes entitled to be cast on the matter.

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Our non-executive Directors are paid in two principal ways: an annual cash retainer and an annual restricted share award ("RSA"). For 2020, Directors were paid an annual cash retainer of $100,000 and an RSA ("Director RSA") with a grant date value of $150,000 (or pro-rated amounts if the Director served for a portion of the year). Director RSAs are granted on or about July 1 of each year (although Directors may receive a pro-rated RSA if they commence service after July 1). Director RSAs, which are scheduled to vest in full one year after the date of grant (or in the case of any pro-rated grants made during the year, on the same date as the annual grants for that year) and have voting rights, are granted under the W. P. Carey Inc. 2017 Share Incentive Plan ("2017 SIP"). Dividends are not paid currently on unvested Director RSAs granted under the 2017 SIP and instead accrue in cash and are distributed when the underlying award vests. The annual fees as of the date of this Proxy Statement paid to Directors for all positions held are set forth in the table below.

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2020 DIRECTOR COMPENSATION TABLE

The following table sets forth information concerning the total compensation of the individuals who served as Non-Employee Directors during 2020, including service on all committees of the Board, as described above:

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DIRECTOR STOCK COMPENSATION TABLE

The following table reflects the Director RSAs, which were first granted in 2013, as well as any restricted stock units ("RSUs"), which were granted from 2008 until 2012 ("Director RSUs"), and held by the individuals, as of December 31, 2020, if any. Director RSUs were immediately vested when granted and pay current dividend equivalents but the payout of the underlying shares, on a one-for-one basis, was required to be deferred until the Director's service on the Board is complete.

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Shareholder Proposals

The date by which shareholder proposals must be received by W. P. Carey for inclusion in proxy materials relating to our 2022 Annual Meeting is December 7, 2021, and any such proposals must meet the other requirements of Rule 14a-8 under the Exchange Act.

In order for proposals submitted outside of Rule 14a-8 to be considered at the 2022 Annual Meeting, shareholder proposals, including shareholder nominations for Director, must comply with the advance notice and eligibility requirements contained in the Bylaws. The Bylaws provide that shareholders are required to give advance notice to W. P. Carey of any business to be brought by a shareholder before an annual stockholders' meeting. For business to be properly brought before an annual meeting by a shareholder, the shareholder must give timely written notice thereof to the Secretary of W. P. Carey at the principal executive offices of the Company, W. P. Carey Inc., One Manhattan West, 395 9^th Avenue, 58^th Floor, New York, NY 10001. In order to be timely, a shareholder's notice must be delivered not later than 5:00 p.m. Eastern Time on the 120^th day prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting of shareholders nor earlier than the 150^th day prior to the first anniversary of such mailing. Therefore, any shareholder proposals, including nominations for Directors, submitted outside of Rule 14a-8 to be voted on at the 2022 Annual Meeting must be received by W. P. Carey not earlier than November 7, 2021 and not later than December 7, 2021. However, in the event that the date of the 2022 Annual Meeting is advanced or delayed by more than 30 days from the anniversary date of the Annual Meeting, for notice by the shareholder to be timely it must be delivered not earlier than the 150^th day prior to the date of such annual meeting date and not later than 5:00 p.m. Eastern Time on the later of the 120^th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made by W. P. Carey. Such proposals and nominations must be made in accordance with, and include the information required to be set forth by, the Bylaws. An untimely or incomplete proposal or nomination may be excluded from consideration at the 2022 Annual Meeting.

A copy of our Bylaws is available upon request. Such requests and any shareholder proposals should be sent to Susan C. Hyde, Corporate Secretary, W. P. Carey Inc., One Manhattan West, 395 9^th Avenue, 58^th Floor, New York, NY 10001. These procedures apply to any matter that a shareholder wishes to raise at any annual meeting, including those matters raised other than pursuant to Rule 14a-8. A shareholder proposal that does not meet the requirements summarized above or listed in the Bylaws will be considered untimely, and any proxy solicited by W. P. Carey may confer discretionary authority to vote on such proposal.

Other Communications with the Board

We value your input. Shareholders and other interested persons who wish to send communications on any topic to the Board, the Non-Executive Chairman of the Board, or the Independent Directors as a group may do so by writing to the Non-Executive Chairman of the Board at the principal executive offices of W. P. Carey Inc.

The Nominating and Corporate Governance Committee has approved a process for handling communications to the Board in which, absent unusual circumstances or as contemplated by Committee charters, and subject to any required assistance or advice from legal counsel, Ms. Hyde is responsible for monitoring communications and for providing copies or summaries of such communications to the Directors as she considers appropriate. The Board will give appropriate attention to written communications that are submitted and will respond if and as appropriate.

Code of Ethics

Our Board has adopted a Code of Business Conduct and Ethics, which we refer to in this Proxy Statement as the Code of Ethics, that applies to our Directors, officers and employees. Among other matters, our Code of Ethics is designed to deter wrongdoing and to promote:

•

honest and ethical conduct;

•

a culture of accountability, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

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•

compliance with applicable governmental laws, rules and regulations;

•

a zero tolerance policy for bribes, kickbacks or similar payments of any kind;

•

full and accurate information in our SEC reports and other public communications; and

•

accountability for adherence to the Code of Ethics.

A waiver of the Code of Ethics may only be granted by the Board or the Nominating and Corporate Governance Committee and will be promptly disclosed as required by law or NYSE regulations.

Our Code of Ethics is available on our website, at www.wpcarey.com, under the heading "Governance" in the "Investors" section. However, the information located on, or accessible from, our website is not, and should not be deemed to be, part of this proxy statement or incorporated into any other filing that we submit to the SEC.

Compliance with Anti-Bribery, Foreign Corrupt Practices Act, and Office of Foreign Assets Control Requirements

It is our policy to prohibit all bribes, kickbacks or other similar payments, or anything else of value in any form, made or given directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. We comply with all applicable laws and adhere to the highest level of ethical conduct, including international anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act, United Kingdom Bribery Act and similar laws in other jurisdictions. In that regard, we have adopted an Anti-Bribery and Foreign Corrupt Practices Act Policy that is posted on our employee portal and periodically distributed to appropriate personnel, and we ensure compliance with that policy by monitoring our activities abroad and through periodic employee training.

In addition, we have policies and procedures in place that promote and articulate our compliance with U.S. economic sanctions administered by the U.S. Department of Treasury, Office of Foreign Assets Control in all facets of our operations. We use a screening vendor with respect to all payments that we initiate. Our Economic Sanctions Compliance Policy is periodically distributed to appropriate personnel.

Conflicts of interest, while not prohibited in all cases, may be harmful to W. P. Carey and therefore must be disclosed in accordance with the Code of Ethics. Our Chief Ethics Officer or, in his or her absence, our Chief Legal Officer, has primary authority and responsibility for the administration of the Code of Ethics subject to the oversight of the Nominating and Corporate Governance Committee or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee.

Certain Relationships and Related Party Transactions

Policies and Procedures with Respect to Related Party Transactions

Our executive officers and directors are committed to upholding the highest legal and ethical conduct in fulfilling their responsibilities and recognize that related party transactions can present a heightened risk of potential or actual conflicts of interest. Employees, officers and directors have an obligation to act in the best interest of W. P. Carey and to put such interests at all times ahead of their own personal interests. In addition, all of our employees, officers and directors should seek to avoid any action or interest that conflicts with or gives the appearance of a conflict with the Company's interests. According to the Code of Ethics, a conflict of interest occurs when a person's private economic or other interest conflicts with, is reasonably expected to conflict with, or may give the appearance of conflicting with, any interest of W. P. Carey. The following conflicts of interest are prohibited, and each employee, officer and director must take all reasonable steps to detect, prevent, and eliminate such conflicts:

•

Working in any capacity – including service on a board of directors or trustees, or on a committee thereof – for a competitor while employed by W. P. Carey.

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•

Competing with W. P. Carey for the purchase, sale or financing of property, services or other interests.

•

Soliciting or accepting any personal benefit from a third party, including any competitor, customer or service provider, in exchange for any benefit from W. P. Carey. Applicable policies may permit the acceptance of gifts and entertainment from third parties, subject to certain limitations. Individuals are expected to adhere to these policies where applicable and in general to limit acceptance of benefits to those that are reasonable and customary in a business environment and that are not reasonably likely to improperly influence the individual.

In general, a potential related party transaction would be reviewed by the Board. A permitted related party transaction must be considered to be in the best interests of W. P. Carey. If there are any potential related party transactions, all of the relevant material facts and the related person's interest in the transaction will be reviewed by the Board before approval is granted under the Company's policy.

Transactions with Managed Programs

Through wholly-owned subsidiaries, we earn revenue as the advisor to the programs that we manage, which as of the date of this Proxy Statement are Corporate Property Associates 18 – Global Incorporated ("CPA:18 – Global") and Carey European Student Housing Fund I, L.P. (collectively, the "Managed Programs"). We have also entered into certain transactions with the Managed Programs, such as co-investments and loans. For more information regarding these transactions and the fees received by W. P. Carey from the Managed Programs, see Note 4 to the consolidated financial statements in the 2020 Form 10-K.

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—Wm. Polk Carey, Founder, W. P. Carey Inc.
2001                                                              

We believe that good corporate governance includes being a good corporate citizen and that it is our responsibility to give back to our communities. Our ability to recruit and retain a talented and diverse workforce, to be welcomed in our communities, and to address the challenge of climate change, depends on communicating and living our two core values: Investing for the Long Run and Doing Good While Doing Well.

Our ESG Report provides a comprehensive overview of our ESG program and reflects our commitment to lead the net lease real estate investment trust ("REIT") industry in ESG initiatives and disclosure. Our ESG program is overseen by the Nominating and Corporate Governance Committee of our Board, to which we report on a quarterly basis. We recently established an interdepartmental ESG Committee to coordinate progress and reporting throughout our organization.

Frequent dialogue with our investors provides us with insights on the topics that are most important to them and accordingly, during 2020, we met with more than 300 equity and fixed income investors.

Environmental Practices

In our Portfolio

As a net lease REIT, substantially all of our properties are leased to our tenants on a triple-net basis, whereby tenants are responsible for maintaining the buildings and are in control of their energy usage and environmental sustainability practices. Despite this lack of direct control, we strive to lead the net lease industry in environmental sustainability by taking a proactive and transparent approach to quantifying and reducing our global carbon footprint. Our Sustainability Team, which sits within our Asset Management Department, is launching a pilot program that will help us to gather tenant energy usage data globally using scalable technology. Expected to be deployed in 2021, the platform will aid us in determining the carbon footprint of our portfolio, identifying outliers and opportunities, and reporting to third-party benchmarking organizations, such as the Global ESG Benchmark for Real Assets ("GRESB") and Carbon Disclosure Project ("CDP"). We also believe that it will allow us to equip our tenants with the tools to better manage and benchmark their own energy consumption.

We will continue to identify and evaluate property-level sustainability opportunities within our portfolio, which we believe can reduce carbon footprints and also represent attractive investments. Our goal is to complete five or more additional sustainability projects in 2021. We believe that improving the quality of our assets, increasing renewal probabilities and deepening tenant relationships will enhance the overall value of our portfolio. Sustainable buildings reduce tenant operating costs and are more likely to attract high quality tenants, improving renewal outcomes and driving higher rents. Highlights of our recent sustainability projects include:

•

expansion and solar roof installation for our LEED-Gold, certified distribution facility and warehouse net-leased to Sonae MC in Portugal

•

redevelopment and LEED certification of a former warehouse in Lehigh Valley, PA into a state-of-the-art distribution center

•

expansion and solar panel installation on our BREEAM- and FM-certified logistics facility in the Netherlands leased to Nippon Express

•

build-to-suit financing of a state-of-the-art LEED certified food production facility in San Antonio, TX leased to Cuisine Solutions

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Of the new investments we made in 2020, two of them were in green buildings, representing 26% of our total investment volume and 1.3 million square feet. Over the last year, we have enhanced the ESG aspect of our investment underwriting, looking not only at the environmental impact of a property and how it can be improved, but also reviewing the governance and social practices of the tenant company as we consider our investment. We also added "Green Lease" provisions to our lease templates.

As of December 31, 2020, our portfolio comprised 6.9 million square feet of sustainable real estate, including nine LEED⁽¹⁾ certified buildings and five BREEAM⁽²⁾ certified buildings.

In our Offices

On a day-to-day basis, we reinforce our commitment to sustainability by how we conduct ourselves within our offices. Over the last year, we:

•

moved our headquarters to a new office space in a LEED-Gold certified building;

•

held an employee raffle for office furniture and technology to reduce waste;

•

planted more than 200 trees on behalf of each of our employees in celebration of International Earth Day; and

•

transitioned to an electronic vendor invoice and payment processing system.

Social Responsibility

Responding to the COVID-19 Pandemic

Today, as the world continues to battle the COVID-19 pandemic, our commitment to Doing Good While Doing Well has never been more important. The health and safety of our employees, tenants, investors and communities remains our top priority. To minimize the impact of the COVID-19 pandemic and protect our employees, we acted quickly at the onset of the COVID-19 pandemic – implementing a mandatory global remote work environment in mid-March 2020 and, through ongoing initiatives, to provide enhanced transparency and support for our employees:

•

Provided a monthly stipend to help with added costs associated with working from home

•

Communicated frequently with employees through regular town halls, manager meetings and emails to enhance transparency and encourage open dialogue between leadership and employees

•

Reinforced corporate benefits available, including telemedicine and confidential counseling, and provided additional resources for managing stress, anxiety and isolation

•

Hosted a series of virtual seminars on topics, including work-from-home office ergonomics, coping with the stresses of the COVID-19 pandemic, and nutrition seminars to boost immunity and encourage healthy habits

•

Issued an employee survey – that received a 95% engagement rate – regarding working from home and returning to work to understand employee sentiment and better address the concerns of our global workforce

•

Developed and distributed safety guidelines for voluntary office visits and equipped offices with personal protective equipment and enhanced cleaning regimens

(1)

LEED® – an acronym for Leadership in Energy and Environmental Design™ – and its related logo are trademarks owned by the U.S. Green Building Council® and are used with permission. Learn more at www.usgbc.org/LEED.

(2)

BREEAM – is a registered trademark of BRE (the Building Research Establishment Ltd. Community Trade Mark E5778551). The BREEAM marks, logos and symbols are the Copyright of BRE and are reproduced by permission.

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Human Capital Management

Training and Development

When we Invest for the Long Run, our employees are at the core of that philosophy. We strive to make W. P. Carey a great place to work and to attract and surround ourselves with top talent and a diverse workforce; we want to enhance their lives in and out of the office as they progress and grow with the company. We offer various levels of training, including management training, executive training and skills training. We are pleased to report that our "Respect in the Workplace" training, which covers sexual harassment issues and other aspects of workplace conduct, saw 100% participation for active employees as of December 31, 2020. Our median tenure is 5.1 years and our voluntary turnover rate for 2020 was 4%, down from 9% in 2019.

Our Conversations@Carey educational series aims to help employees gain a broader perspective of the various departments at W. P. Carey through internal interviews and Q&A sessions. Led by our President, Conversations@Carey has featured employees across our offices. By engaging with our employees and investing in their careers through training and development, we are building a talented workforce capable of executing our business strategies. In 2020, employees completed more than 1,700 total training hours, with an average of nine training hours per employee.

Diversity and Inclusion

W. P. Carey has always believed in the power of diversification, and a diverse workforce is no exception. We strive to make our company a place where everyone is welcome, respected, treated fairly and has the resources and opportunities to advance in their careers.

As of December 31, 2020, we had 188 employees ranging in age from 23 to 75, with an average age of 38. Women represented 46% of our global workforce. Our employees, located in New York, Amsterdam, London and Dallas, represent various backgrounds and speak more than 20 languages.

(1)

Data is collected by our Human Resources Department and is only for our U.S. based employees.

Our people are critical to our success and, in an effort to ensure they are recognized accordingly, we conduct regular pay equity analyses of our employee population in comparable jobs across the Company, taking into account performance, skill and experience level, with the aim of identifying any pay disparities among comparable roles.

As our company continues to grow, we want to ensure that all of our employees and their families feel supported and represented. Our healthcare coverage includes family and domestic partner benefits, paid at 100% and we offer financial benefits to assist our employees with adoption and surrogacy expenses. We also recently introduced legal insurance and pet insurance benefits, reflecting the diverse backgrounds and lifestyles of our employees who have led to our success over the long run.

In 2020, we appointed a Head of Diversity & Inclusion and launched our D&I initiative, which is designed to facilitate conversation around race, sexual orientation & gender identity, national origin, creeds and other important topics. Led by our

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D&I Advisory Committee, these conversations will enable us to translate our beliefs as a company into action. Since our launch, we are proud to have taken the following steps:

•

Signed the CEO Act!on Pledge for Diversity & Inclusion, furthering our commitment to fostering a more inclusive and diverse workforce;

•

Made donations to the NAACP Legal Defense and Education Fund, The Audre Lorde Project and Dress for Success;

•

Initiated firm-wide systemic bias and ally skills training, with 100% participation by active employees as of December 31, 2020;

•

Recognized Juneteenth as a Company holiday;

•

Hosted Ben Jealous, former National President of the NAACP for a special edition of Conversations@Carey;

•

Implemented our Vendor Diversity Survey, to understand their commitment to D&I and inform our vendor selection process;

•

Recognized by Women on Boards as a "Winning" Company for Board Diversity; and

•

Included as a constituent in the 2021 Bloomberg Gender-Equality Index

We recognize that real change takes time and sustained effort, and we are committed to driving lasting reform at W. P. Carey, with an initial focus on our recruiting, training and education, benefits and programming and employee engagement efforts. We acknowledge that we have a long way to go, and we are committed to doing our part in dismantling systemic racism and creating a more equitable, just and inclusive society.

Employee Health and Wellness

The health and wellness of our employees and their families are paramount and our comprehensive benefits package is designed to address the changing needs of all of our employees and their dependents.

•

Company-paid medical and dental insurance, including family and domestic partner coverage, at 100%;

•

Carey Fund, which provides each employee with $2,000 per year for healthcare costs not covered by insurance;

•

Company-paid life and AD&D insurance;

•

Short-term disability, including an eight-week continuation of pay program at 100% of base salary;

•

Competitive vacation and leave policies, including primary and secondary caregiver leave; and

•

Employee Assistance Program, through our healthcare provider, which allows employees to access counseling, legal and financial planning referrals, caregiver referrals and other resources.

In addition, our Carey Wellness program provides our employees with education and practical guidance on nutrition, stress management and general healthy living matters that they can apply both in and out of the office.

Financial

•

Competitive compensation programs;

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•

Firm-sponsored profit-sharing plan under which the company contributes 10% of an employee's total cash compensation, up to the annual limitations set by the Internal Revenue Service ($28,500 per year for 2020), into the employee's retirement account;

•

Employee-funded 401(k) and Roth 401(k) plans;

•

Employee share purchase plan;

•

Long-term incentive plan;

•

Adoption and surrogacy financial support;

•

Flexible spending accounts (medical/dependent care);

•

Monthly stipend during the COVID-19 pandemic to help with added costs associated with working from home; and

•

Charitable contribution matching program by the W. P. Carey Foundation.

Corporate Citizenship

Wm. Polk Carey established the W. P. Carey Foundation in 1990 with a primary mission to support educational institutions and to promote business education, with the larger goal of improving America's competitiveness in the world. As a result of its support, thousands of young people around the country and abroad have seen increased educational opportunities.

As good stewards of our communities, W. P. Carey continues to support educational programs, as well as hospitals, museums and other community organizations, and in 2020, donated more than $400,000, an increase of 25% from 2019. This increase included donations to the Food Bank For New York City, the NewYork-Presbyterian Hospital COVID-19 Healthcare Workers Fund and the NAACP Legal Defense Fund. In addition, to continue Wm. Polk Carey's mission to encourage personal generosity, in the spirit of "Doing Good While Doing Well," the W. P. Carey Foundation supports the philanthropic activities of the W. P. Carey community by matching certain charitable contributions made by our employees and directors. In 2020, the Foundation matched $115,000 in employee and director contributions. It also bestows the "Carey the Torch" award on a W. P. Carey employee who made an exceptional impact on his or her community and society as a whole during the year.

Carey Forward

Our Carey Forward program was established in 2012 shortly after the passing of Wm. Polk Carey and was inspired by his generosity. We have continued growing the Carey Forward program by demonstrating a sustained enthusiasm for building and fostering productive relationships between our company and our communities. The program is funded by the Company and encourages employees to become involved in philanthropic and charitable activities, devote their time and resources to meaningful causes and initiatives, and bring to philanthropic and community organizations the same level of skill and excellence they devote to their professional responsibilities. Although the organizations and activities we support can vary, our focus is often on youth development and education, hunger relief, healthcare, and arts and restoration. In 2020, we continued our engagement with Student Sponsor Partners (SSP), providing ten New York City high school students with mentorship by W. P. Carey employees, albeit in a virtual environment. Although many of our other in-person volunteer programs were impacted as a result of the COVID-19 pandemic, we raised more than $30,000 to support City Harvest Skip Lunch Fight Hunger, the Susan G. Komen Breast Cancer and Operation Backpack.

Key 2020 Corporate Citizenship Highlights

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Donated $100,000 to Food Bank For New York City and the NewYork-Presbyterian Hospital COVID-19 Healthcare Workers Fund, in partnership with the W. P. Carey Foundation

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Donated $30,000+ to help fight childhood hunger through City Harvest's Skip Lunch Fight Hunger campaign

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Donated over $8,000 to Volunteers of America's Operation Backpack program to provide school supplies for students in need

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Identified additional volunteer opportunities and resources for employees looking to give back

Governance

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

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A separation between our Non-Executive Chairman and our CEO;

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A Board comprised of all independent directors except for the CEO;

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A Board comprised of 30% women;

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Opted out of Maryland staggered board provisions;

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Annual election of directors via majority voting;

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The absence of a poison pill;

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A considered approach to executive compensation and reliance on a carefully constructed group of compensation peers;

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Sound compensation practices, including an anti-hedging policy, a clawback provision, meaningful limits on pledging, strong director and executive stock ownership guidelines, and a robust annual compensation risk assessment;

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Board review of management succession plans;

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A commitment to identify and consider diverse candidates as part of Board searches; and

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A limitation on over-boarding by our directors, with a maximum of five public company boards.

These governance provisions are supplemented by our Code of Business Conduct and Ethics and provisions governing related party transactions, which are important elements of our overall approach to governance and are described below.

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The Company's executive officers are determined by our Board of Directors. The executive officers as of the date of this Proxy Statement are as follows:

		Jason E. Fox, Chief Executive Officer, Age 48 Mr. Fox became CEO on January 1, 2018 and has been an executive officer since 2015. Since he is also a Board member, his biography appears on page 9 in Proposal One: Election of Ten Directors.
		John J. Park, President, Age 56 W. P. Carey Inc.: • President (since January 2018) • Director of Strategy and Capital Markets (since March 2016) • Various roles since 1987 W. P. Carey Foundation: Trustee (since January 2013) Mr. Park first joined the Company as an investment analyst and has served in various capacities for over three decades. During his tenure, he has spearheaded the transactions that have transformed the Company, including the consolidation and listing of CPA:1-9 as Carey Diversified LLC in 1998, its merger with W. P. Carey & Co. Inc. in 2000; the liquidity transactions of CPA:10, CIP, CPA:12 and CPA:14; W. P. Carey's merger with CPA:15 and REIT conversion in 2012; W. P. Carey's merger with CPA:16 in 2014; and W. P. Carey's merger with CPA:17 – Global in October 2018. Mr. Park is responsible for the Company's strategic development, including mergers and acquisitions and capital markets activities. He sits on the Company's Operating Committee. The Board designated Mr. Park as an executive officer in March 2016.
		ToniAnn Sanzone, Chief Financial Officer, Age 44 W. P. Carey Inc.: • Chief Financial Officer (since January 2017; Interim October 2016 – January 2017) • Chief Accounting Officer (June 2015 – October 2016) • Global Corporate Controller (April 2013 – June 2015) Ms. Sanzone has helped to guide the Company through its rapid evolution in recent years and is responsible for overseeing vital financial and risk mitigation functions in both the U.S. and Europe, including accounting and financial reporting, information technology, internal audit, tax and treasury. She sits on the Company's Operating Committee. Ms. Sanzone currently also acts as Chief Financial Officer of CPA:18 – Global. Prior to joining the Company, Ms. Sanzone served as Corporate Controller and in various other capacities at iStar Inc. (NYSE: STAR), a publicly traded REIT, from 2006 to 2013 and held various accounting and financial reporting roles at Bed Bath and Beyond, Inc. (NASDAQ: BBBY) from 2004 to 2006. Ms. Sanzone also occupied various positions in the assurance and advisory services practice of Deloitte LLP from 1998 to 2004 and is a Certified Public Accountant. The Board designated Ms. Sanzone as an executive officer in October 2016.

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