Peter Farrell
About Peter J. Farrell
Peter J. Farrell, age 64, has served as an independent director of W. P. Carey since 2016 and currently chairs the Compensation Committee while also serving on the Audit Committee (as a designated financial expert) and the Investment Committee. He brings over four decades of real estate investment, finance, leasing and development experience, including senior operating roles in REITs and founding/managing multiple real estate investment firms; the Board affirmed his independence in March 2025 under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City Interests Development Partners, LLC | Managing Partner and Founder | Since Jan 2020 | Founder/operator with capital allocation and governance responsibilities |
| City Interests, LLC | Partner and Founder | 2004–Dec 2019 | Led real estate investments and development strategy |
| PADC Realty Investors | Partner and Founder | Since 2004 | Investment and fundraising leadership |
| Medical Office Properties Inc. | President & COO | 2000–2004 | Senior operating oversight in REIT sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CRT Properties Inc. (NYSE-listed REIT) | Director | 2004–2005 | Prior public board service; no current public company boards |
Board Governance
- Committees: Compensation (Chair), Audit (Financial Expert), Investment .
- Committee cadence: Compensation Committee met 6 times in 2024; Audit Committee met 8 times; Nominating & Corporate Governance met 4 times; Investment Committee met 7 times .
- Attendance: The Board held 4 regular meetings in 2024; every director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 Annual Meeting .
- Independence: Board affirmed Farrell’s independence for Board and committee service in March 2025 .
- Shareholder support (2025 director election): Votes for Farrell 141,493,913; against 4,637,198; abstain 1,571,065; broker non-votes 34,715,950 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for all independent directors |
| Compensation Committee Chair fee | $25,000 | Chair premium |
| Committee member retainers | $30,000 | $10,000 per committee; Farrell serves on Compensation, Audit, Investment |
| Total fees earned in cash (2024) | $155,000 | Reported in 2024 Director Compensation Table |
| Annual equity award (grant-date value) | $174,980 | Granted July 1, 2024; RSAs/RSUs valued at $54.63 per share |
| Total (cash + stock, 2024) | $329,980 | Reported total compensation |
Additional director compensation program details:
- Annual equity award grants on or about July 1; vest in full one year after grant; directors can elect shares in lieu of cash and/or defer equity into RSUs under the Deferred Compensation Program effective Jan 1, 2024 .
- Dividends do not pay currently on unvested Director RSAs/RSUs; RSU dividend equivalents accrue and are delivered at end of deferral period .
Performance Compensation
As a director, Farrell does not receive performance-based pay; equity grants to directors are time-vested and there are no options or PSUs for directors in 2024 . As Compensation Committee Chair, Farrell oversees management’s incentive plans and performance metrics:
| Financial Performance Metric | Weighting | Threshold | Target | Maximum | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| AFFO per share | 70% | $4.56 | $4.70 | $4.84 | $4.70 | 70.0% (100% of this slice) |
| Net Debt to Adjusted EBITDA | 20% | 6.0x | 5.7x | 5.4x | 5.5x | 26.7% (133.3% of this slice) |
| Cash Interest Expense Coverage | 10% | 5.0x | 5.3x | 5.6x | 5.1x | 6.7% (66.7% of this slice) |
| Total weighted payout | 100% | — | — | — | — | 103.3% |
Long-term PSU framework overseen by the Committee:
- 2024–2026 PSU goals: two equal-weight metrics — relative TSR vs MSCI US REIT Index and AFFO per-share growth; payout range 0–300% with TSR targets at 25th/50th/75th/90th percentiles aligning to 50/100/200/300% .
- 2022–2024 PSU outcome: revised metric weights due to spin-off; actual RE AFFO CAGR 4.6% and relative TSR 45th percentile led to 147% payout .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | CRT Properties Inc. (2004–2005) |
| Compensation Committee interlocks | None; no relationships requiring disclosure; no insider participation |
Expertise & Qualifications
- Real estate investment and REIT operating leadership; capital markets and fundraising experience across public, private and international platforms .
- Financial Expert designation on the Audit Committee reflecting accounting/financial oversight capabilities .
- Strategic planning, risk oversight, investor relations competencies aligned to Board needs .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 19,086 (<1% of class) as of March 24, 2025 |
| Unvested director RSUs (Dec 31, 2024) | 3,203 RSUs outstanding (annual grant; one-year vest) |
| Pledging/hedging | No pledging disclosed for Farrell; WPC prohibits hedging and limits pledging under policy |
| Stock ownership guidelines | Directors must hold 5x annual cash retainer; Farrell has met requirement (five-year phase-in reached) |
Governance Assessment
- Committee leadership and effectiveness: Farrell chairs Compensation and serves as Audit financial expert; committees met regularly in 2024 (Comp: 6; Audit: 8; Investment: 7), supporting robust oversight of pay, financial reporting, risk, and capital allocation .
- Independence and attendance: Independence affirmed under NYSE/SEC; Board-level attendance met policy thresholds and directors attended the Annual Meeting, indicating engagement .
- Pay governance signals: Strong shareholder support on Say-on-Pay (2025 vote: For 134,659,153; Against 10,626,667; Abstain 2,416,356), adoption of Dodd-Frank clawback and recoupment policies, anti-hedging policy, and rigorous ownership guidelines suggest shareholder-aligned compensation governance .
- Conflicts/related-party exposure: No related-party transactions or interlocks involving Farrell disclosed; Company’s related-party activities (NLOP/CESH advisory agreements) do not implicate Farrell; Board reiterates no director-related conflicts interfering with independence .
- Shareholder confidence: Strong re-election support for Farrell (141,493,913 votes for) evidences investor endorsement of his governance role .
RED FLAGS: None disclosed specific to Farrell (no low attendance, no related-party transactions, no hedging/pledging disclosures). Continued monitoring warranted for compensation metric rigor and any future changes to director equity structures or deferral practices .