Jason Fox
About Jason Fox
Jason E. Fox is Chief Executive Officer and President of W. P. Carey and a Director since 2018; he is 52 years old and assumed the President title again in October 2024 to satisfy bylaw requirements while continuing as CEO since January 1, 2018 . Under Fox’s leadership, W. P. Carey completed its exit from the office sector, invested $1.6 billion at a 17-year weighted-average lease term, and generated 2024 AFFO per share of $4.70 with cash dividends of $3.49 per share; liquidity ended at $2.6 billion with Net Debt to Adjusted EBITDA at 5.5x and contractual same-store rent growth of 2.6% . On shareholder return, W. P. Carey ranked #96 of 117 in the MSCI US REIT Index over 1 year, #69 of 116 over 3 years, and #72 of 112 over 5 years, reflecting a challenging REIT tape and the strategic portfolio repositioning .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| W. P. Carey Inc. | Chief Executive Officer | 2018–present | Oversaw exit from office assets, drove disciplined investments and balance sheet strength |
| W. P. Carey Inc. | President | Oct 2024–present | Consolidated President role alongside CEO per bylaws |
| W. P. Carey Inc. | President | 2015–2017 | Senior leadership, set strategy |
| W. P. Carey Inc. | Head of Global Investments | 2015–2016 | Led sourcing/structuring of acquisitions; multi-decade investment leadership |
| W. P. Carey Inc. | Co-Head of Global Investments | 2012–2015 | Directed global investment activity |
| W. P. Carey Inc. | Co-Head of Domestic Investments | 2011–2012 | Led U.S. investments |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Net Lease Office Properties (NYSE: NLOP) | CEO and Chair | Nov 2023–present | Dual role alongside WPC; WPC advises NLOP and earns fees under advisory agreements |
| W. P. Carey Foundation | Trustee | 2018–present | Philanthropy and governance |
| CPA:18 – Global | Director | 2018–Aug 2022 | Prior affiliated vehicles |
| Carey Watermark Investors and CWI 2 | Director | 2018–Apr 2020 | Hospitality investment vehicles |
| CPA:17 – Global | Director | 2018 | Prior affiliate |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 996,154 | 1,000,000 | 1,000,000 |
| All Other Compensation ($) | 30,500 (profit sharing) | 33,000 (profit sharing) | 33,000 (profit sharing) |
Notes:
- WPC targets conservative base pay; CEO base was ~11% of total opportunity in 2024 .
- No employment agreement; perquisites are minimal and not provided to NEOs .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| AFFO per Share | 70% | $4.56 | $4.70 | $4.84 | $4.70 | 100% |
| Net Debt to Adjusted EBITDA | 20% | 6.0x | 5.7x | 5.4x | 5.5x | 133.3% |
| Cash Interest Expense Coverage | 10% | 5.0x | 5.3x | 5.6x | 5.1x | 66.7% |
| Weighted Financial Payout | — | — | — | — | — | 103.3% |
| Strategic Component | — | — | — | — | — | 75% of strategic target |
| CEO Target Bonus ($) | — | — | — | — | — | $1,408,000; 93.9% of target |
Long-Term Incentives
| Award Cycle | Metric | Target/Payout Schedule | Actual Results | Certified Payout |
|---|---|---|---|---|
| 2024–2026 PSUs | Relative TSR vs MSCI US REIT | 25th pct=50%; 50th=100%; 75th=200%; 90th=300% | Not yet disclosed | TBD; vests post 3-year cycle |
| 2022–2024 PSUs | RE AFFO/share growth (33%) and Relative TSR (67%) | RE AFFO CAGR: Threshold 1.25%=50%; Target 3.0%=100%; Max 5.0%=300%. TSR: 25th=50%; 50th=100%; 75th=200%; 90th=300% | RE AFFO CAGR 4.6%; TSR 45th percentile | 147% of target; paid early 2025 |
2024 LTI Grant Detail (CEO)
| Grant Type | Grant Date | Units | Grant Date Fair Value ($) |
|---|---|---|---|
| RSUs | 1/23/2024 | 43,037 | 2,799,987 |
| PSUs (Target) | 1/23/2024 | 64,555 target; 32,278 threshold; 193,665 maximum | 4,912,737 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 782,520; includes 1,175 (son), 85 (daughter) |
| Ownership % of Class | Less than 1% |
| Shares Pledged | 140,793 in margin accounts; no loans outstanding; subject to strict pledging policy limits |
| Stock Ownership Guideline | 6x annual salary; CEO in compliance |
| Anti‑Hedging Policy | Hedging and short sales prohibited |
Outstanding equity awards (as of 12/31/2024):
| Grant Date | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 1/12/2022 | 9,713 | 529,164 | 64,246 (147% SEC presentation) | 3,500,141 |
| 11/09/2022 (anniv.) | 33 | 1,798 | — | — |
| 1/24/2023 | 19,886 | 1,083,389 | — | — |
| 1/23/2024 | 43,037 | 2,344,656 | 26,468 (41% of target as of FY-end) | 1,441,952 |
2024 stock vested and deferrals:
| Item | Shares | Value ($) |
|---|---|---|
| Shares vested (RSUs + PSUs + DERs) | 133,782 | 8,006,920 |
| Shares deferred by CEO | 133,749 total; 9,712 deferred until 2/15/2027; 124,037 deferred until separation |
Nonqualified deferred compensation (2024):
| Item | Amount ($) |
|---|---|
| Executive contributions (valued at $54.48 close) | 7,286,646 |
| Aggregate earnings (dividend equivalents) | 1,723,685 |
| Withdrawals/distributions | (5,161,685) |
| Aggregate balance at year-end | 23,573,823 |
Employment Terms
- Employment agreements: None in place for NEOs; no excise tax gross-ups; no single-trigger cash severance .
- Clawbacks: Dodd‑Frank mandatory clawback for restatements, plus a discretionary recoupment policy for ethical misbehavior tied to restatements/miscalculations .
- Insider trading: Preclearance, blackout periods; anti‑hedging and strict pledging policy (loan-to-collateral capped at 40%) .
Potential payments upon termination/change-in-control (as of 12/31/2024; stock at $54.48):
| Scenario | RSUs ($) | PSUs ($) | Total ($) |
|---|---|---|---|
| Death/Disability | 3,959,007 | 5,178,469 | 9,137,476 |
| Involuntary Dismissal | — | 5,178,469 | 5,178,469 |
| Change in Control with Separation (double trigger; PSUs vest at maximum, prorated) | 3,959,007 | 15,535,407 | 19,494,414 |
| Retirement (pro rata subject to ultimate performance) | — | 5,178,469 | 5,178,469 |
Board Governance
- Board service: Director since 2018; not independent due to CEO role .
- Committee roles: None; CEO participates in Executive Committee by charter composition but is not a member of standing committees composed of independent directors .
- Board leadership: Separate Non‑Executive Chair (Christopher J. Niehaus) and CEO structure since 2012; Chair presides over executive sessions without management; separation supports independent oversight and mitigates CEO/Director dual-role conflicts .
- Attendance: All directors attended ≥75% of 2024 Board and committee meetings; Board held four regular meetings .
- Dual-role implications: Fox’s concurrent NLOP CEO/Chair role is disclosed; WPC earns advisory fees from NLOP under related party transactions, overseen by Board policies to manage conflicts .
- Director compensation: Cash/equity retainers apply to non‑employee directors; as an employee director, Fox’s compensation is covered under executive pay programs (not the director compensation table) .
Investment Implications
- Pay-for-performance alignment: CEO annual bonus tied 80% to objective financial metrics and 20% to strategic goals, with 60% of LTI in PSUs measured on multi-year TSR and AFFO/share growth; 2022–2024 PSU payout at 147% indicates solid multi-year execution despite sector headwinds .
- Retention and selling pressure: Significant equity deferrals (133,749 shares deferred in 2024) reduce near-term selling pressure; compliance with stringent 6x salary ownership guideline reinforces alignment .
- Risk flags: Shares pledged (140,793) represent a monitoring point, though within a robust pledging framework limiting loan-to-value and segregating collateral accounts .
- Change-in-control economics: Double-trigger acceleration of PSUs at maximum could produce sizable equity payouts (~$19.5M), a standard REIT feature warranting consideration in merger scenarios .
- Governance and shareholder support: Strong say‑on‑pay support (>90%), independent compensation committee with FW Cook, and separated Chair/CEO structure mitigate governance risk and support compensation credibility .
- Strategic execution: Office exit and redeployment into long-duration net leases underpin AFFO stability; 2024 AFFO/share $4.70, dividends $3.49/share and liquidity $2.6B provide capacity to invest without near-term capital markets access, supporting dividend growth potential .
Appendix: Multi‑Year Executive Pay (CEO)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 996,154 | 1,000,000 | 1,000,000 |
| Non‑Equity Incentive ($) | 1,900,000 | 1,500,000 | 1,408,000 |
| Stock Awards ($) | 6,478,409 | 9,254,316 | 7,712,724 |
| All Other ($) | 30,500 | 33,000 | 33,000 |
| Total ($) | 9,405,063 | 11,787,316 | 10,153,724 |
Notes on Compensation Benchmarking
- Peer groups updated in 2025 to add Rexford Industrial and VICI Properties; compensation targets generally within ±15% of market median and base salaries viewed as conservative .
- Clawback and recoupment policies filed and active; anti‑hedging and strong stock ownership guidelines enforced .
Overall, Jason Fox’s pay design and equity deferral behavior indicate alignment with long-term shareholder outcomes, while pledging requires ongoing oversight and change-in-control provisions imply material equity acceleration in M&A scenarios. The strategic portfolio repositioning and robust liquidity position support AFFO durability and dividend growth prospects within net lease REITs .