W. P. CAREY REIT INC (WPC)
Sector: Real Estate
2026 Annual Meeting Analysis
W. P. CAREY REIT INC · Meeting: June 11, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Nine Directors Named in This Proxy Statement for 2026
Beier joined in 2022, brings relevant international and technology risk expertise, holds no other public company board seats, attended all meetings, and WPC's 3-year total return of +10.0% trails the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by only +0.7 percentage points, far below the 50-point threshold needed to trigger a vote against.
Calaway joined in 2020, brings human capital and legal expertise, holds one other public board seat (Air Products), attended all meetings, and WPC's relative performance versus the ^FNER benchmark does not come close to the threshold that would trigger a vote against.
Farrell has served since 2016, brings over four decades of REIT and real estate finance experience, holds no other public board seats, attended all meetings, and WPC's 3-year return is essentially in line with the ^FNER benchmark (gap of only +0.7 percentage points), well below any trigger threshold.
Flanagan has served since 2018, is a CPA and former CEO qualifying him as Audit Committee Chair, holds no other public board seats, attended all meetings, and WPC's stock performance relative to the ^FNER benchmark is not close to triggering a vote against.
Fox is the CEO and has served as a director since 2018; as an executive director he is subject to the same TSR trigger, but WPC's 3-year return of +10.0% is only +0.7 percentage points ahead of the ^FNER benchmark, far below the 50-point threshold required to trigger a vote against for a director with low-positive absolute returns.
Gass joined in 2024, which is within the 24-month new-director exemption window, so she is automatically exempt from the TSR trigger; she brings strong cybersecurity and IT expertise, and attended all meetings.
Lewis has served since 2017, brings senior executive and governance experience, holds one other public board seat (Flowers Foods), attended all meetings, and WPC's relative performance versus the ^FNER benchmark does not meet any trigger threshold.
Niehaus has served since 2016 as Non-Executive Chair, brings deep real estate investment banking expertise, holds no other public board seats, attended all meetings, and WPC's 3-year return relative to the ^FNER benchmark (+0.7 percentage points above) is far below any trigger threshold.
Stheeman joined in 2022, brings extensive European real estate, financial services, and capital markets expertise, holds two other public board seats (M&G plc and Edinburgh Investment Trust) which is within the four-board limit, attended all meetings, and WPC's relative performance versus the ^FNER benchmark does not trigger a vote against.
All nine nominees receive a FOR vote. WPC's 3-year price return of +10.0% outpaces the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by approximately +0.7 percentage points, far below the 50-point underperformance threshold applicable to a low-positive absolute return, so the TSR trigger does not fire for any director. No director is overboarded, all attended at least 75% of meetings, all independent directors serving on audit and compensation committees are properly classified as independent, and the board displays a clear skills matrix with relevant real estate, financial, and risk management expertise.
Say on Pay
✓ FORCEO
Jason E. Fox
Total Comp
$10,786,686
Prior Support
90%+%
CEO Jason Fox received total compensation of approximately $10.8 million in 2025, which is reasonable for the CEO of a $15 billion diversified net lease REIT with record investment volume of $2.1 billion and 5.7% growth in adjusted funds from operations per share. The pay structure is well-designed: approximately 90% of the CEO's pay opportunity is at-risk, with 60% of long-term equity awards delivered as performance stock units tied to three-year relative total shareholder return versus the MSCI US REIT Index and three-year adjusted funds from operations per share growth, and the remaining 40% as time-vesting restricted stock units — far exceeding the policy requirement that at least 50-60% of compensation be performance-linked. WPC's 2025 total shareholder return of 25% significantly outperformed the MSCI US REIT Index return of 2.9%, prior Say on Pay support exceeded 90%, the company maintains both a mandatory Dodd-Frank clawback policy and a broader discretionary recoupment policy, and there are no employment agreements or excise tax gross-ups — all of which support a FOR vote.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,811,000
Non-Audit Fees
$2,396,405
The non-audit fees paid to PricewaterhouseCoopers in 2025 total approximately $2,396,405 (combining audit-related fees of $393,674, tax fees of $2,002,731, and other fees of $0), compared to core audit fees of $3,811,000, producing a non-audit-to-audit ratio of approximately 63%. Our policy calls for a vote against ratification when non-audit fees exceed 50% of audit fees, because a large non-audit relationship can compromise the auditor's independence from management. The 2025 ratio of 63% clearly exceeds that threshold, primarily driven by substantial tax compliance and advisory fees paid to the same firm performing the audit. PwC's auditor tenure is not disclosed in the proxy, so the tenure trigger cannot be applied; however, the non-audit fee ratio alone is sufficient to warrant a vote against.
Overall Assessment
The 2026 WPC annual ballot presents four proposals: the full nine-director slate earns FOR votes across the board given strong relative stock performance versus the ^FNER benchmark and solid governance practices; the Say on Pay proposal earns a FOR vote given a well-structured, heavily performance-weighted compensation program and 25% total shareholder return in 2025; however, auditor ratification earns an AGAINST vote because PricewaterhouseCoopers collected non-audit fees equal to approximately 63% of its core audit fees in 2025, exceeding our 50% independence threshold. The Say on Frequency proposal (Proposal 3) is a routine housekeeping item where the board correctly recommends continuing the existing annual vote schedule.