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
Independent director since 2022 with relevant international business and risk management expertise; no overboarding, no attendance issues, and WPC's 3-year stock return trails the peer group median by only 16.7 percentage points, well below the 35-point threshold required to trigger a vote against.
Independent director since 2020 with strong human capital, legal, and governance credentials; holds one outside public board seat (Air Products), no attendance issues, and the TSR underperformance threshold of 35 percentage points versus peers is not met.
Independent director since 2016 with over four decades of REIT and real estate investment experience; chairs the Compensation Committee, holds no other public board seats, attended all meetings, and the 3-year peer underperformance gap of 16.7 percentage points does not meet the 35-point trigger.
Independent director since 2018, a CPA and former CEO who chairs the Audit Committee; no other public board seats, all meetings attended, and the 3-year TSR gap versus peers (-16.7 percentage points) is well below the 35-point threshold for a vote against.
Executive director (CEO) since 2018 with deep WPC operational knowledge; also serves as CEO and Chair of NLOP, which counts as one outside public board seat within policy limits; the 3-year TSR underperformance versus peers (-16.7 percentage points) does not breach the 35-point trigger, and no other disqualifying governance flags exist.
Independent director since 2024, meaning she joined less than 24 months before this meeting and is therefore fully exempt from the TSR underperformance trigger; brings valuable cybersecurity and IT expertise, holds one other public board seat (Flowers Foods), and attended all meetings.
Independent director since 2017 who chairs the Nominating and Corporate Governance Committee; holds one other public board seat (Flowers Foods), attended all meetings, and the 3-year peer TSR gap of -16.7 percentage points is well within the 35-point policy threshold.
Non-Executive Chair since 2019 with extensive real estate investment banking experience; holds no other public company board seats, attended all meetings, and WPC's 3-year TSR gap versus the company-disclosed peer group (-16.7 percentage points) does not reach the 35-point trigger for a vote against.
Independent director since 2022 with deep real estate, financial services, and international governance credentials; holds two other public board seats (M&G plc and Edinburgh Investment Trust), which is within policy limits for a non-executive director, attended all meetings, and the TSR underperformance threshold is not met.
All nine director nominees receive a FOR vote. WPC's 3-year price return of 10.9% trails the company-disclosed compensation peer group median by 16.7 percentage points, which is below the 35-point threshold required to trigger a vote against directors under the policy's low-positive-TSR band. No directors are overboarded, all attended at least 75% of meetings in 2025, audit and compensation committees are composed entirely of independent directors, and no familial or other disqualifying relationships are identified.
Say on Pay
✓ FORCEO
Jason E. Fox
Total Comp
$10,786,686
Prior Support
90%+%
CEO Jason Fox received total compensation of $10,786,686 in 2025, which is within a reasonable range for a CEO of a $15 billion diversified net-lease REIT with record investment volume and 5.7% AFFO-per-share growth. Approximately 90% of the CEO's pay opportunity was at-risk, well above the 50-60% variable pay minimum required by policy, and long-term equity awards (60% performance stock awards tied to 3-year relative TSR and AFFO growth, 40% time-vesting restricted stock units) represent 74% of total CEO pay. The pay-for-performance alignment check does not flag a concern: WPC delivered a 25% total shareholder return in 2025, significantly outperforming peers, and the 2023-2025 performance stock award cycle paid out at 71% of target, reflecting below-median relative TSR — meaning the program actually penalized executives for the period of underperformance rather than paying them through it. The company also maintains a robust clawback policy and prior Say-on-Pay support exceeded 90%, so no prior-year engagement failure is present.
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 — which include $393,674 in audit-related fees (SEC registration reviews and comfort letters) and $2,002,731 in tax fees, totaling approximately $2,396,405 — represent about 63% of the $3,811,000 in core audit fees. Under the policy, when non-audit fees exceed 50% of audit fees, the financial relationship between the auditor and the company has grown large enough to raise concerns about whether the auditor can remain fully independent from management. PricewaterhouseCoopers earns far more from WPC for tax and other advisory work than from auditing the financial statements, which is the trigger for a vote against ratification. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not apply; the non-audit fee ratio alone is sufficient to recommend against.
Overall Assessment
The 2026 WPC annual meeting ballot is clean across most dimensions: all nine director nominees pass the policy screens without TSR or governance flags, the executive compensation program is well-structured with strong at-risk pay and legitimate performance conditions, and prior shareholder support for Say-on-Pay exceeded 90%. The sole vote against the board recommendation is on auditor ratification of PricewaterhouseCoopers, where non-audit fees (primarily tax services) equal approximately 63% of core audit fees, exceeding the 50% threshold that triggers an independence concern under the policy.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing