Tonit Calaway
About Tonit M. Calaway
Tonit M. Calaway (age 57) is an independent director of W. P. Carey (WPC) since 2020. She serves as Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of BorgWarner Inc., and brings deep expertise in human capital management, corporate governance, legal and regulatory matters, with additional experience from Harley-Davidson and public company board service at Air Products and Chemicals, Inc. . The Board has affirmatively determined she is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BorgWarner Inc. (NYSE: BWA) | EVP, Chief Administrative Officer, General Counsel & Secretary | Oct 2020–present | Corporate governance and legal leadership; human capital oversight |
| BorgWarner Inc. | EVP, Chief Legal Officer & Secretary | 2018–Sep 2020 | Legal and regulatory oversight |
| BorgWarner Inc. | EVP, Chief Human Resources Officer | 2016–2018 | Human capital management, talent strategy |
| Harley-Davidson, Inc. (NYSE: HOG) | Vice President, Human Resources | 2010–2016 | Enterprise HR leadership |
| Harley-Davidson Foundation | President | 2010–2016 | Philanthropy and stakeholder engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Air Products and Chemicals, Inc. (NYSE: APD) | Director | Since Mar 2022 | Committee roles not disclosed in WPC proxy |
| Astronics Corporation (NASDAQ: ATRO) | Director | 2019–Feb 2022 | Board service concluded Feb 2022 |
Board Governance
- Committee memberships: Compensation; Investment; Nominating & Corporate Governance (NCG) .
- Chair roles: None (member only) .
- Independence: Affirmed independent for committee service and board service .
- Attendance: All directors attended at least 75% of board/committee meetings in 2024; Board held 4 regular meetings .
- Committee activity levels in 2024: Compensation (6 mtgs), Audit (8), NCG (4), Investment (7) .
- Executive sessions: Non-Executive Chair presides over periodic executive sessions without management .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 122,500 | 174,980 | 297,480 |
WPC director fee policy (2024):
- Annual cash retainer: $100,000 .
- Annual equity award (RSAs/RSUs), grant-date value: $175,000; vests in full one year from grant; RSAs carry voting rights; RSUs do not; dividends accrue and are delivered upon vest/deferral .
- Additional fees: Committee chair (Audit $25,000; Compensation $25,000; NCG $15,000; Investment $10,000); Committee member retainer $10,000; Non-Executive Chair $125,000 .
Performance Compensation
Non-employee directors at WPC do not receive performance-based equity (no options; annual director equity is time-based RSAs/RSUs).
| Component | Status | Notes |
|---|---|---|
| Stock options | None | No option awards to non-employee directors in 2024 |
| PSUs/performance equity | None | Annual director equity grants are RSAs/RSUs, vesting after one year |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Air Products and Chemicals, Inc. (APD) | Current director since Mar 2022 | No related-party transactions disclosed; Board affirms no related-party transactions and director independence |
| Astronics Corporation (ATRO) | Former director (2019–Feb 2022) | No related-party transactions disclosed |
Expertise & Qualifications
- Human Capital Management; Legal & Compliance; ESG; Information Technology & Cybersecurity; Strategic Planning; International Business; Risk Management; U.S. Public Company Executive Officer experience; Capital markets and investor relations exposure .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 11,494 shares; <1% of class |
| Unvested director equity (as of Dec 31, 2024) | 3,203 Director RSAs outstanding (scheduled to vest one year from grant; RSAs have voting rights) |
| Hedging/pledging | Company prohibits hedging; pledging subject to robust limits; no pledging disclosed for Calaway |
| Ownership guidelines | Non-executive directors required to hold 5x annual cash retainer; five-year phase-in applies; directors not listed as already compliant are “on track” within five years |
Governance Assessment
- Strengths: Triple-committee engagement (Compensation, Investment, NCG) indicates active oversight of pay, capital allocation, and ESG/culture; independence affirmed; attendance at or above 75%; equity-based retainers align interests; anti-hedging policy and pledging limits support alignment .
- Compensation oversight: Serves on Compensation Committee, which uses an independent consultant (FW Cook) and reported no interlocks or insider participation issues in 2024 .
- Shareholder signals: 2024 Say-on-Pay approval exceeded 90%, supporting pay program credibility overseen in part by the committee .
- Conflicts/RED FLAGS: None disclosed regarding related-party transactions; over-boarding limitations policy in place and all directors compliant; no options or unusual perquisites for directors .