|
How to Vote
|
| ||||||
|
|
| |
|
| |
|
|
|
INTERNET
|
| |
PHONE
|
| |
MAIL
|
|
|
PROXY STATEMENT
April 22, 2021
|
|
| The Board recommends a vote FOR each of the nominees. | |
| Jason E. Fox, 48 | | |
Director and Chief Executive Officer
|
|
|
Director Since January 2018
Committee(s): None |
| |||
|
Professional Experience
•
Corporate Properties Associates 18 – Global Incorporated: Chief Executive Officer, President and Director since January 2018
•
W. P. Carey Inc.: Director and Chief Executive Officer since January 2018, President (2015 – 2017), Head of Global Investments (2015 – 2016), Co-Head of Global Investment (2012 – 2015), Co-Head of Domestic Investments (2011 – 2012)
•
W. P. Carey Foundation: Trustee since 2018
Former Boards
Carey Watermark Investors Incorporated and Carey Watermark Investors 2 Incorporated, Director 2018 to 2020; Corporate Property Associates 17 – Global Incorporated, Director 2018
Other Current Public Company Boards
W. P. Carey Inc. since 2018
Qualifications
As Chief Executive Officer of the parent company of our advisor, Mr. Fox has a deep understanding of the Company’s business and its strategies. He has been responsible for sourcing, negotiating and structuring acquisitions on behalf of W. P. Carey Inc. and the various programs it has managed for nearly two decades. As Chief Executive Officer of CPA:18 – Global, he has oversight regarding every aspect of the Company, making information about the Company’s day-to-day operations and insight into its broader strategies directly available to the Board in its deliberations.
|
|
|
Elizabeth P. Munson, 64
|
| |
Independent Director
|
|
|
Director Since April 2013 (Non-Executive Chair)
Committee(s): Audit Committee |
| |||
|
Professional Experience
•
Rockefeller Trust Company, N.A.: Chairperson of the Board since 2001, Director since 2001, President (2001 – 2020)
•
The Rockefeller Trust Company (Delaware): Chair of the Board since 2020, Director since 2001, President (2001 – 2020)
•
White & Case LLP (Private Clients Group): Partner (1993 – 2001), Associate (1983 – 1992)
Former Boards
Corporate Property Associates 17 – Global Incorporated, Director (2007 – 2018); various other prior Corporate Property Associates programs beginning in 2002
Other Current Boards
Lenox Hill Neighborhood House: Director (since 2011), Chair of the Board; Sheltering Arms Children and Family Services, Inc.: Director (since 2001), Vice President and Secretary; Cancer Schmancer Foundation: Director (since 2010), Secretary
Qualifications
As a member of the Management Committee of Rockefeller Capital Management and Chairperson/Chair (and, formerly President) of the Rockefeller Trust Companies, Ms. Munson’s executive experience with a leading investment and wealth management firm and her extensive legal background qualify her to lead our Board of Directors as our Non-Executive Chairperson.
|
|
| Richard J. Pinola, 75 | | |
Independent Director
|
|
|
Director Since April 2013
Committee(s): Audit Committee (Chair) |
| |||
|
Professional Experience
•
Fortuna Capital Advisors: Co-Founder and Principal since 2008
•
Right Management Consultants: Director (1990 – 2004), Chief Executive Officer (1992 – 2004), Chairman (1994 – 2004)
•
Penn Mutual Life Insurance Company: President and Chief Operating Officer (1988 – 1991)
•
PriceWaterhouse & Co. (now PricewaterhouseCoopers LLP) (1967 – 1969)
Former Boards
Corporate Property Associates 17 – Global Incorporated, Director (2010 – 2018); various other prior Corporate Property Associates programs beginning in 2006; Bankrate.com, Director (2011 – 2017, 2004 – 2009); Kenexa Inc. (NASDAQ: KNXA), Director (2005 – 2012); K-Tron International (NASDAQ: KTII), Director (1994 – 2010); Nobel Learning Communities (NASDAQ: NLCI), Director (2004 – 2011); Janney Montgomery Scott LLC, Director (1988 – 1991); The Horsham Clinic, Director (1978 – 1982); Mutual Association for Professional Services, a Founder and Board member (1977 – 1981)
Other Current Boards
GWR Medical Inc.: Director (since 2019); Visiting Nurses Association: Director (since 1991); King’s College: Director (since 1997)
Qualifications
Mr. Pinola’s broad executive and board experience (including service on the boards of several Corporate Property Associates programs), as well as his background as a Certified Public Accountant, qualify him to serve on our Board of Directors and as Chairperson of our Audit Committee.
|
|
| Jason E. Fox, 48 | | |
Chief Executive Officer and President
|
|
| Mr. Fox became an executive officer when he became our CEO and President on January 1, 2018. Since he is also a Board member, his biography appears on page 5 in Proposal One: Election of Directors. | |
| ToniAnn Sanzone, 44 | | |
Chief Financial Officer
|
|
|
Professional Experience
Corporate Properties Associates 18 – Global Incorporated:
•
Chief Financial Officer since December 2019 and from October 2016 – March 2017
•
Chief Accounting Officer (August 2015 – January 2017)
W. P. Carey Inc.:
•
Chief Financial Officer (since January 2017; Interim October 2016 – January 2017)
•
Chief Accounting Officer (June 2015 – October 2016)
•
Global Corporate Controller (April 2013 – June 2015)
Ms. Sanzone is responsible for overseeing the Company’s vital financial and risk mitigation functions in both the U.S. and Europe, including accounting and financial reporting, information technology, internal audit, tax and treasury. She currently also serves as Chief Financial Officer of the parent company of our advisor. Prior to joining the Company, Ms. Sanzone served as Corporate Controller and in various other capacities at iStar Inc. (NYSE: STAR), a publicly traded REIT, from 2006 to 2013 and held various accounting and financial reporting roles at Bed Bath and Beyond, Inc. (NASDAQ: BBBY) from 2004 to 2006. Ms. Sanzone also occupied various positions in the assurance and advisory services practice of Deloitte LLP from 1998 to 2004 and is a Certified Public Accountant.
|
|
|
Director
|
| |
Fees Earned or
Paid in Cash |
| |
Stock
Awards(1) |
| |
Total(2)
|
| |||||||||
| Elizabeth P. Munson | | | | $ | 70,000 | | | | | $ | 40,000 | | | | | $ | 110,000 | | |
| Richard J. Pinola | | | | | 80,000 | | | | | | 40,000 | | | | | | 120,000 | | |
| | | | | $ | 150,000 | | | | | $ | 80,000 | | | | | $ | 230,000 | | |
|
Name of Beneficial Owner
|
| |
Amount and Nature
of Beneficial Ownership(1) |
| |
Percentage
of Class |
| |||
| Elizabeth P. Munson | | | | | 32,661 | | | |
*
|
|
| Richard J. Pinola | | | | | 32,614 | | | |
*
|
|
| All Directors and Executive Officers as a Group (4 Individuals) | | | | | 65,275 | | | |
*
|
|
|
Audit Committee
|
| |
Our Board of Directors has established a standing Audit Committee. The Audit Committee meets on a regular basis at least quarterly and throughout the year as necessary. The Audit Committee’s primary function is to assist the Board of Directors in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements and independence qualifications, and the performance of our internal audit function and our Independent Registered Public Accounting Firm, all in accordance with the Audit Committee charter. The Directors who serve on the Audit Committee are all “independent” as defined in our Bylaws, the New York Stock Exchange listing standards and applicable rules of the SEC. The Audit Committee is currently comprised of Elizabeth P. Munson and Richard J. Pinola (Chairperson). Our Board of Directors has determined that Mr. Pinola, an Independent Director, is a “financial expert” as defined in Item 407 of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). Our Board of Directors has adopted a formal written charter for the Audit Committee, which can be found on our website (www.cpa18global.com) in the “Corporate Governance” section.
|
|
| | | |
2020
|
| |
2019
|
| ||||||
| Audit Fees(1) | | | | $ | 1,383,250 | | | | | $ | 1,351,875 | | |
| Audit-Related Fees | | | | | — | | | | | | — | | |
| Tax Fees(2) | | | | | 588,875 | | | | | | 558,545 | | |
| All Other Fees | | | | | — | | | | | | — | | |
| Total Fees | | | | $ | 1,972,125 | | | | | $ | 1,910,420 | | |
| The Board recommends a vote FOR the ratification of appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2021. | |
GM9%R
M>FW'U,>Z^M9[V ?RNXTR^!^+;%O%QU;IJFCW6D^TV&8L4?3XJ(4UY:*YCL]C'GJ\FV-^W9MX8TZ^MK
M[%=VY$_%[$TR.$O63IM556..-ONW8CHHJP[%$3T=6OP6I@BY8_C/EZ6>;=[^
M7L7"I+8 #R;MBYN7MV1CX6;7MV7
M7M&[X\9>W9.1?\OCU554Q5Y/;ZKE/31--7151$]$MO%
'IA>2@N@ /S=NV[
M5NN[=KBW:MQ-5==4Q%--,1K,S,]40#,NT\*\8\V>,=XX\VG>*MAQL3)^![-E
M=FORGDJ*)ITMS153-/N*HFKIZZY;6JY39IBB8QVM;3;JNU37$X;$L_
W/CT[CXS=R*JN&/EI9,K;F*<9^:I:"HLOGDW[>/CW0_2==NKR]JJF=)IR[<^[JT^FB.UWXGK9+V2BKXJ/+S,
M=G-S$\-;0>U;OM>[X5O.VO+M9N'=C6WD6*Z;E$^#6F9Z8[L-=53,3A+81,3&
M,/8^4@
M /Y55333-54Q%,1K,SU1 *=YE^L=PUP[;NX'#M5O>MZC6GRE$]K
M$LU=^NY3_23'TM$^.87;&2JJTU:(4[^;IIT1IE >7O*'BSF+O<<8\?7;T;;>
MJBY3:O:T7LJF.FFFBF-/)6/%IK'O?IEF]F*;4<-&M@M9>JY/%6TYBXN-B8UK
M%Q;5-C&L4Q;LV;<131113&E---,=$1$-5,XZ9;.(P?5
M
M
M
M AO'_*C@_C?
M'_\ =<7R6X4T]FQN>/I1D4=Z)JTTN4Q]+7KX-&>SF*K>K4PW;%->M1F=R6YQ
M
G'
MS*RWKUM]_N5S&R[%BXM'5%69R>(=_
MP]HQY[-637I7
.K3JAMFBBBW13;MTQ1;HB*:::8TB(
MCHB(B.XT+=OT #E<3<,;+Q-LU_:-YQJ
1_2X&7,:S9R*8]S7XI][5
M'>EFL7IMU8L5ZU%=.$L,;KM>=M6YY6V9]J;&;AW:K.1:JZZ:Z)TG_P#=OZ:H
MF,8:*JF:9PEY4H;4]7?Y'>'_ /C/[[?:+.=[/ET-UE.[CRZ5C*RRKGUB/D=X
M@_X/^^V%G)]['ET*V;[N?+I8K;UI0 %F^KA\KNT?@\O^[7%3.]W*UDN\;-:
M1N0&6]Q*(KX7S(CW=49EFN>_%,V:J?:[539\NGYH\S7
YKI\-%6E4>&'W17--43'0^:Z8JC"6!-XVK,VC=LS:LVGL9>#>N8
M]^GO5VZIIG3P='0Z&FJ)C&&@JIFF9B6R/5W^1WA__C/[[?:3.=[/ET-QE.[C
MRZ5C*RRKGUB/D=X@_P"#_OMA9R?>QY="MF^[GRZ6*V]:4 !9OJX?*[M'X/+
M_NUQ4SO=RM9+O&S6D;D!0'K=?_"\._&
M6E-6>MQUHC)7)V)[P]ZI.'1-%SB+?*[W3[O&P+<6X_'7>W,_BX5Z^83_ &PL
M49".F5N\)F;5^.S7$1WJ*[>OV35
M)(X:X'WG>]=+F)C5>0G_7W-+=G_P RNEELT<5<0QW:
M^&F98SY5[).^\QM@V^JF;M%S,MWK]/7K:L3Y:[K]A;EN[]7#1,M-EZ>*Y#=[
MGV] 9']:'A>=KX_M[Q;HTQM\QZ;LU1&E/E[$1:N1'V/DZI\-3
NL#[MS\4>=LQ+TT
M
M
M
M !ECUEN5]S:MWJ
MXQVNS/Z,W*O_ -SIIZ8LY=4_TD]ZF]]OKWX;?)7\8X9UPU>=L83Q1J48OJ
M#^TU545153,TU4SK35'1,3 -^\#\14<2<(;1OE,Q-6=C6[E[3JB]$=F[3]C<
MIJASMVCAJF'06Z^*F)=QC?8 #.OK5<>T1:Q."\*YK8FWLMF=-
M/Z2JY=ZOPE5266CE66IU41OWNY@;!L6W:3@;=C8DQT1-BS1;GVZ8@6[=BW1\
MM,1YH>\90
M
M
M
M 'AS-]V3!N>3S=PQL:Y])>O6[<]6O55,=R7U%$S
MJA$S$&'OFRYM?D\/<,;*KGH[%F];N3T1KU4S/<)HF-<$3#W/E(#XY67BXEBO
M(RKU&/CT:>4O7:HHHIUG2-:JIB(Z93$3.HF7YPMPP,^U-[!R;659B9IFY8KI
MN4]J.F8[5,S&O23$QK1$XO0A( #S9FX[?A4Q7FY5K&HF)
MF*KURFW'1IKTU3'?3%,SJ1,O);XHX9NUQ;M;OA7*ZNJFG(M3,Z=/5%3Z^G5L
ME'%#IQ,3$3$ZQ/3$P^'T_H
M
M
M
M
M /GD9%C&L7,C(NT6;%JF:[MZY5%%%%-,:S555.D1$>%,1B*'Y@>
MM+MN#7=P>#L:G<+].M,[GD153CQ/=\G;CLUW/',TQXX;"SD)G35H4+N>B-%.
ME17$?-'F!Q%57^E-\RKEFN=9Q;=
%^%-RW_ />;O&9^
MC[<7?@W:RK7;UJBG3M_"Z]/??2ROVK]%=44\$:?+8HW+%=-,SQSH\MJCOWD\
MQ?VIWC\_RORB_P#0H_C'J4/K5_RGUG[R>8O[4[Q^?Y7Y0^A1_&/4?6K_ )3Z
MS]Y/,7]J=X_/\K\H?0H_C'J/K5_RGUNSP=Q1S%XCXHVS8O\ ..[XOZ1OTV/A
M'PS*N=CM?1=CRM':\7:A\7+=%-,SPQHZF2U7755$<4KYQ.1W,*SE6;USFENU
MZBW7377:JC)TKBF8F:9US9Z^KJ:^
B*;&533'1K%5$117I]53
MK/TRG=R%,_+H6[>>JCYM+1O!7,#A;C/;_ANQ9D79I_\ 48MS2C(LSWKEO76/
M!5&M,]R6LNV:J)PEL;=VFN,82-B9 $7YA\)[UQ1LMG VCB#)X;R;633?KSL
M2+DUUVZ;==$VI\G=L3V9FN*O?=SJ9;-R*)QF.)BNVYJC")X5!I\?6K_E/K/WD\Q?VIW?\_R?RA]"C^,>H^M7_*?6VGRZXJHXJX*VG?(J
MB;V58IC+B-(TR+?WN]&D=7WRF=/ T=ZWP5S#=VJ^*F)21B9 %+W>1G,2N
M[773S4W>BFJJ9BF(R=(B9ZO_ %J]XJC^$>7H4YRU?\Y\O2SA^\GF+^U.\?G^
M5^4;/Z%'\8]36?6K_E/K/WD\Q?VIWC\_RORA]"C^,>H^M7_*?6?O)YB_M3O'
MY_E?E#Z%'\8]1]:O^4^M^[',7F+=O6[7^:MWCRE44Z_#\J=-9T_[PFS1_&/4
MF+M